Agenda Packet 2010-09-14Z
C ity Coiuicil
Tony Ferrara, Mayor /Chair
Jim Guthrie, Mayor Pro Tem /Vice Chair
Joe Costello, Council /Board Member
Chuck Fellows, Council /Board Member
Caren Ray, Council /Board Member
d.
Steven Adams, City Manager
Timothy J. Carmel , City Attorney
Kelly Wetmore, City Clerk
AGENDA SUMMARY
CITY COUNCIL /REDEVELOPMENT AGENCY MEETING
TUESDAY, SEPTEMBER 14, 2010
7:00 P.M.
Arroyo Grande City Council Chambers
215 East Branch Street, Arroyo Grande
1. CALL TO ORDER
2. ROLL CALL
3. FLAG SALUTE
4. INVOCATION
7:00 P.M.
CC /RDA
CENTRAL COAST MASONIC LODGE #237
SAINT JOHN'S LUTHERAN CHURCH
PASTOR RANDY OUIMETTE
5. SPECIAL PRESENTATIONS
5.a. Honorary Proclamation Declaring September as Ovarian Cancer Awareness
Month
6.
6a.
Move that all ordinances presented for introduction or adoption be read in title only
and all further readings be waived.
AGENDA SUMMARY— SEPTEMBER 14, 2010
PAGE 2
7. COMMUNITY COMMENTS AND SUGGESTIONS
This public comment period is an invitation to members of the community to present
issues, thoughts, or suggestions on matters not scheduled on this agenda.
Comments should be limited to those matters that are within the jurisdiction of the
City Council. The Brown Act restricts the Council from taking formal action on
matters not published on the agenda. In response to your comments, the Mayor or
presiding Council Member may:
♦ Direct City staff to assist or coordinate with you.
♦ A Council Member may state a desire to meet with you.
♦ It may be the desire of the Council to place your issue or matter on a future
Council agenda.
Please adhere to the following procedures when addressing the Council:
♦ Comments should be limited to 3 minutes or less.
♦ Your comments should be directed to the Council as a whole and not directed
to individual Council members.
♦ Slanderous, profane or personal remarks against any Council Member or
member of the audience shall not be permitted.
8. CONSENT AGENDA:
The following routine items listed below are scheduled for consideration as a group.
The recommendations for each item are noted. Any member of the public who wishes
to comment on any Consent Agenda item may do so at this time. Any Council
Member may request that any item be withdrawn from the Consent Agenda to permit
discussion or change the recommended course of action. The City Council may
approve the remainder of the Consent Agenda on one motion.
8.a. Cash Disbursement Ratification (KRAETSCH)
Recommended Action: Ratify the listing of cash disbursements for the period
August 16, 2010 through August 31, 2010.
8.b. Consideration of Approval of Minutes (KRAETSCH)
Recommended Action: Approve the minutes of the Special City Council Meeting of
August 10, 2010, and the Regular City Council /Redevelopment Agency Meeting of
August 10, 2010, as submitted.
8.c. Consideration of Conflict of Interest Code Biennial Review (WETMORE)
Recommended Action: 1) Adopt a Resolution amending the City of Arroyo Grande's
Conflict of Interest Code, including an amended Appendix of Designated Positions
and Appendix of Disclosure Categories; and 2) the RDA Board of Directors receive
and file the 2010 Redevelopment Agency Conflict of Interest biennial notice.
8.d. Consideration of Appointment to the Citizens' Transportation Advisory
Committee (ADAMS)
Recommended Action: Approve the appointment of Steve Ross to the Citizens'
Transportation Advisory Committee (CTAC).
AGENDA SUMMARY — SEPTEMBER 14, 2010
PAGE 3
8. CONSENT AGENDA (cont'd)
8.e. Consideration of Approval of an Agreement for Contractor Services with
DataArc, LLC (WETMORE)
Recommended Action: Approve and authorize the Mayor to execute an Agreement
for Contractor Services with DataArc, LLC for document imaging services.
8.f. Consideration of Approval of Funding for Information Technology (IT) Managed
Services, and Work Management System Training (WETMORE)
Recommended Action: Appropriate $7,000 from the General Fund for Information
Technology (IT) Managed Services and Work Management System.
8.g. Consideration of Approving an Auction Services Disposition Agreement and
Addendum to Auction Services Disposition Agreement with
"PropertyRoom.com" (PRC) (ANNIBALI)
Recommended Action: Approve and authorize the City Manager to execute an
Auction Services Disposition Agreement and Addendum to Auction Services
Disposition Agreement with PRC for the purpose of consigning property and evidence
items.
8.h. Consideration of a License Aareement to Provide for the Use of Real Proaert
for a Police Department Firearms Range (ANNIBALI)
Recommended Action: Approve the License Agreement with the Arroyo Ranch
Company as outlined in the Agreement and authorize the mayor to execute the
License Agreement.
8.i. Consideration of Acceatance of Streets Resurfacina in the Vicinitv of Arrovo
Grande High School, PW 2010 -08 (McCLISH)
Recommended Action: 1) Accept the project improvements as constructed by
Souza Construction, Inc. in accordance with the plans and specifications for the
Streets Resurfacing in the Vicinity of Arroyo Grande High School Project; 2) Direct
staff to file a Notice of Completion; and 3) Authorize release of the retention, thirty -five
(35) days after the Notice of Completion has been recorded, if no liens have been
filed.
8.j. Consideration of Temporary Use Permit 10 -013 Authorizing Closure of Cit
Streets and Use of City Property for the 73 r Annual Arroyo Grande Valley
Harvest Festival, Friday and Saturday, September 24 -25, 2010 (McCLISH)
Recommended Action: Adopt a Resolution approving Temporary Use Permit 10-
013, authorizing closure of City streets and use of City property for the 73 Annual
Arroyo Grande Valley Harvest Festival.
8.k. Consideration of Acceptance of Public Improvements and Easements for Tract
2236 (McCLISH)
Recommended Action: Adopt a Resolution Accepting Easements and
Improvements for Tract 2236.
8.1. Consideration of Approval of the Renovation of the Elm Street Off Leash Doa
Park (PERRIN)
Recommended Action: 1) Approve the proposal for renovations of the dog park; and
2) Direct the City Clerk to file a Notice of Determination.
AGENDA SUMMARY — SEPTEMBER 14, 2010
PAGE 4
8. CONSENT AGENDA (cont'd)
8.m. Consideration of an Award of Contract to Baramas & Associates, Inc. for the
Tally Ho Sidewalk Improvement Project, PW 2009 -07. (McCLISH)
Recommended Action: 1) Award a contract for the Tally Ho Sidewalk Improvement
Project to Barajas & Associates, Inc. in the amount of $84,211; and 2) Authorize the
City Manager to approve change orders for 10% of the contract amount, $8,421, for
unanticipated costs during the construction phase of the project.
8.n. Consideration of a Resolution to Grant Another Desianated Period for Two
Years Additional Service Credit with the California Public Employees'
Retirement System for the Classification of Facility Coordinator (KRAETSCH)
Recommended Action: 1) Approve and Authorize the Mayor to sign on behalf of the
City a Resolution to grant another designated period for Two Years Additional Service
Credit with the California Public Employees' Retirement System for the classification
of Facility Coordinator; and 2) Authorize the Mayor to sign the Certification of
Compliance with Government Code Section 20903.
8.0. Consideration of Fire Truck /Aerial Apparatus Agreements (ADAMS)
Recommended Action: 1) Approve a Use and Operation of Fire Apparatus
Agreement with the Five Cities Fire Authority; and 2) Approve a Fire Truck /Aerial
Apparatus Cooperative Agreement with the City of Grover Beach and Oceano
Community Services District.
8.p. Consideration of an Amended and Restated Agreement of Purchase and Sale
and Improvement with Nicholas J. Tompkins (ADAMS)
Recommended Action: Approve and authorize the City Manager to execute an
Amended and Restated Agreement of Purchase and Sale and Improvement with
Nicholas J. Tompkins.
8.q. Consideration of Resolutions Approving, Authorizing and Directing Execution
of Lease Purchase Financing Documents for Acquisition of 300 East Branch
Street (ADAMS)
[CC /RDA]
Recommended Action: RDA Board: 1) Adopt a Resolution approving, authorizing
and directing execution of certain lease- purchase financing documents and
authorizing and directing related actions; City Council: 2) Adopt a Resolution
approving, authorizing and directing execution of certain lease- purchase financing
documents and authorizing and directing related actions; City Council: 3) adopt a
United States Department of Agriculture Loan Resolution; and City Council: 4)
approve amending the Capital Improvement Program to appropriate $855,000 from
the sale of land to the City Hall project for the purchase of the property at 300 East
Branch Street.
9. PUBLIC HEARINGS:
None.
10. CONTINUED BUSINESS:
None.
AGENDA SUMMARY — SEPTEMBER 14, 2010
PAGE 5
11. NEW BUSINESS
11.a. Consideration of Appeal Case No. 10 -001; Applicant: In -N -Out Burger - Request
for a Recessed LED Lighting System (MCCLISH)
Recommended Action: Consider the applicant's appeal of the Planning
Commission's denial of a request for a recessed LED lighting system and adopt an
appropriate resolution related to its decision.
11.b. Consideration of Exclusive Neaotiation Aareement with Leaacv Hosaitality for
Purchase and Hotel Development at the Vacant Parcel Owned by the
Redevelopment Agency at Faeh Street and El Camino Real (ADAMS)
[CC /RDA]
Recommended Action: Approve the proposed Exclusive Negotiation Agreement
with Legacy Hospitality for purchase and development of a hotel at the vacant parcel
owned by the Redevelopment Agency at Faeh Street and El Camino Real.
11.c. Consideration of Annual Local Sales Tax Appropriations and Allocation Report
and 5 -Year Plan (ADAMS)
Recommended Action: 1) Approve the proposed Annual Local Sales Tax
Appropriations and Allocation Report; 2) Approve the proposed revised local sales tax
appropriations for FY 2010 -11; and 3) Approve the proposed Local Sales
Tax 5 -Year plan.
11.d. Consideration of League of California Cities Annual Conference Resolutions
(ADAMS)
Recommended Action: Provide direction regarding City positions on the League of
California Cities resolutions.
12. CITY COUNCIL REPORTS:
This item gives the Mayor and Council Members the opportunity to present reports to
the other members regarding committees, commissions, boards, or special projects
on which they may be participating.
(a) MAYOR FERRARA:
(1) San Luis Obispo Council of Governments /San Luis Obispo Regional
Transit Authority (SLOCOG /SLORTA)
(2) South San Luis Obispo County Sanitation District (SSLOCSD)
(3) Brisco /Halcyon /Hwy 101 Interchange Project Subcommittee
(4) Other
(b) MAYOR PRO TEM GUTHRIE:
(1) South County Area Transit (SCAT)
(2) Community Action Partnership (CAPSLO)
(3) Homeless Services Coordinating Council (HSOC)
(4) Tourism Committee
(5) Other
AGENDA SUMMARY — SEPTEMBER 14, 2010
PAGE 6
12. CITY COUNCIL REPORTS (cont'd)
(c) COUNCIL MEMBER COSTELLO:
(1) Zone 3 Water Advisory Board
(2) Air Pollution Control District (APCD)
(3) Other
(d) COUNCIL MEMBER FELLOWS:
(1) Integrated Waste Management Authority Board (IWMA)
(2) County Water Resources Advisory Committee (WRAC)
(3) Other
(e) COUNCIL MEMBER RAY:
(1) Economic Vitality Corporation (EVC)
(2) California Joint Powers Insurance Authority (CJPIA)
(3) Other
13. CITY COUNCIL MEMBER ITEMS:
The following item(s) are placed on the agenda by a Council Member who would like
to receive feedback, direct staff to prepare information, and /or request a formal
agenda report be prepared and the item placed on a future agenda. No formal action
can be taken.
None.
14. CITY MANAGER ITEMS
The following item(s) are placed on the agenda by the City Manager in order to
receive feedback and /or request direction from the Council. No formal action can be
taken.
None.
15. COUNCIL COMMUNICATIONS:
Correspondence /Comments as presented by the City Council.
16. STAFF COMMUNICATIONS:
Correspondence /Comments as presented by the City Manager.
17. COMMUNITY COMMENTS AND SUGGESTIONS:
This public comment period is an invitation to members of the community to present
issues, thoughts, or suggestions. Comments should be limited to those matters that
are within the jurisdiction of the City Council. The Brown Act restricts the Council from
taking formal action on matters not published on the agenda.
AGENDA SUMMARY - SEPTEMBER 14, 2010
PAGE 7
18. ADJOURNMENT
* * * * * * * * * * * * * * * * * * * * * * * **
All staff reports or other written documentation, including any supplemental material distributed to a
majority of the City Council within 72 hours of a regular meeting, relating to each item of business on the
agenda are available for public inspection during regular business hours in the City Clerk's office, 214 E.
Branch Street, Arroyo Grande. If requested, the agenda shall be made available in appropriate alternative
formats to persons with a disability, as required by the Americans with Disabilities Act. To make a request
for disability - related modification or accommodation, contact the Legislative and Information Services
Department at 805 - 473 -5414 as soon as possible and at least 48 hours prior to the meeting date.
* * * * * * * * * * * * * * * * * * * * * * * **
This agenda was prepared and posted pursuant to Government Code Section 54954.2. Agenda reports
can be accessed and downloaded from the City's website at www.arroyogrande.org
* * * * * * * * * * * * * * * * * * * * * * * * **
City Council /Redevelopment Agency Meetings are cablecast live and videotaped for replay on Arroyo
Grande's Government Access Channel 20. The rebroadcast schedule is published at www.slo- span.orgg
THIS PAGE INTENTIONALLY LEFT BLANK
� CITY
Aft a
of
PROCLAIMING
SEPTEMBER 2010 AS
"OVARIAN CANCER AWARENESS MONTH"
WHEREAS in the United States ovarian cancer is the fifth leading cancer related cause of death
among women. Each year, about 21,000 w omen are diagnosed and about 15,000 women die from
ovarian cancer; and
HLIEAS, ovarian cancer affects all women regardless of race, religion, socio- economic status
or geographic region; and
WHEREAS, early recognition of symptoms is the best way to improve survival rates; and
WHEREAS, more effort is needed to educate and raise awareness among women and health care
providers so that everyone rccogniLzes the signs and symptoms of ovarian cancer; and
WHEREAS, Ovarian Cancer Awareness Month and the 12th Annual Walk for Awareness and
Hope, will help to better educate our community.
NOW, THEREFORE, BE IT RESOLVED, that I, Tony Ferrara, Mayor of the City of Arroyo
Grande, on behalf of the City Council, do hereby proclaim September 2010 as `Ovarian Cancer
Awareness Month" in the City of Arroyo Grande.
sloy
I1
W ITNESS WHEREOF" I have hereunto set my hand and caused the Seal Ip
of the City of Arroyo Grande to be affixed this 14 th day of September, 2010. � I N C ORPORATED
M
JULY 10, 1911
o fk
TONY k15LIUkA MAYOR
Agenda Item 5.a.
Page 1
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 5.a.
Page 2
p
4 INC:ORPORATED 7-
\JULY 10. 10 11
To, CITY COUNCIL
MEMORANDUM
FROM: I: ANGELA K AETSDH, DIRECTOR of ADMINISTRATIVE E SEI ICES
BY: FRANCES R. HEAD, ACCOUNTING SUPERVISO
SUBJECT: CONSIDERATION of DASH DISBURSEMENT RATIFICATION
DATE: SEPTEMBER 14, 2010
RECOMMENDATION:
It is recommended mended the City Council ratify the attached listing of cash disbursements for
the period August 16 through August 31, 2010.
FINANCIAL IMPACT:
There is a $841,683.40 fiscal impact that includes the following items:
Accounts Payable Checks 1 46611 - 1 4684 1 $ 372,458.40
Payroll Checks & Benefit Checks $ 469,225.00
BACKGROUND:
Cash disbursements are made weekly based on the submission of all required
documents supporting the invoices submitted for payment. Prior to payment,
Administrative Services staff reviews all disbursement documents to ensure that they
meet the approval requirements adopted in the Muni Code and the City's
Purchasing Policies and Procedures Manual of February 2000.
ANALYSIS of ISSUES:
The attached listing represents the cash disbursements required of normal and usual
operations during the period. The disbursements are accounted for in the FY 2010 -11
budget.
ALTERNATI
The following alternatives are provided for the Council's consideration:
Approve staff's recommendation
0 Do not approve staff's recommendation;
• Provide direction to staff.
Agenda Item 8.a.
Page 1
CITY CODICIL
CONSIDERATION OF CASH DISBURSEMENT RATIFICATION
SEPTEMBER 1, 201
PAGE 2
ADVANTAGES:
The Administrative Services Department monitors payment of invoices for
accountability, accuracy and completeness using standards approved by the
Council.
0 Invoices are paid in a timely manner t0 establish goodwill with merchants.
0 Discounts are taken where applicable.
DISADVANTAGES:
No disadvantages have been identified as long as City Council c onfirms all
expenditures are appropriate.
ENVIRONMENTAL REVIE W:
No environmental revie w is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September g, 2010. The
Agenda and report were posted on the City's website o n Friday, September 10, 2010.
No public comments were received.
Attachments:
1. August 1 - August 31, 2010 — Accounts Payable Check Register
2. August 27, 2010 — Payroll Check & Benefit Checks Register
Agenda Item 8.a.
Page 2
akHlst
09103!2010 4:0 PM
Check History Listin
CITY OF ARROYO I ANDE
Bank code: boa
Check # Date Vendor
146611 0811612010 001055 AVCO FIRE EXTINGUISHER
146612 0811612010 000094 BR MIT DIESEL, INC
146613 0811612010 000603 CAR QUEST AUTO PARTS
146614 08/16/2O10 004222 CITY MOTORS TOWING, INC
146615 08/16/2010 906020 C TA COLE & A SSOC
146616 08116/2010 004646 FIRE CHIEFS ASSOC, OF SLG
14661 08/16/2010 000262 FRANK'S LOCI{ & KEY
146618 08116/2010 000605 THE GAS COMPANY
146619 88/16/201 008022 BRIAN LEATHERS
146620 08/1612010 000429 MINER'S ACE HARDWARE,
146621 08/16/2010 008024 MIRACLE EMR IDERY INC
146622 0811612010 000468 OFFICE DEPOT
5813 - 1 40
073010
42346
42321
42207
21419
526909285001
526909262001
527241128001
5406
37001
4300
4283
4306
4 321
430'
4392
3101001955
0712312019
0810912010
08/0912010
0810212010
0810312010
0810212910
08104/2010
07129/2910
08/0312010
0713012010
0712812010
07/27/2010
0712612010
07130/2010
07127/2010
0712712010
07126/2010
0710512919
08/0612910
0712812010
07/22/2010
071301201
081051201
07126!2010
07129/2010
08103/2910
Amount Paid
25.00
2,558.39
71.59
35.56
270.00
1,358.00
2
9.08
64.01
9.72
55.63
42.91
1 6.24
672.77
76.11
34.25
1.94
8.90
91.46
325.60
108.74
38.10
27.40
12.00
12.00
48.67
ATTACHMENT 1
Paae: 'I
Check Total
25.00
2,629.98
35.56
270.00
1,356.00
2,000.00
9.08
84.01
9.72
114.78
672.77
112.30
6,90
91.46
523.84
48.67
Status Clear/Vold Date Invoice
Inn nmtn
2805
16922
25158
7314 - 426253
77209
12'71
080410
30808
Page: 1
146623
0811612010 006696 POSTAL CONCEPTS
146624
0811612010 000523 R & T EMBROIDERY, INC
146625
0811612010 002751 RANGE MASTER
D
t�
c�
CL
0
o0
146626
0811612010 007326 RUSH TRUCE CENTER
wi
5813 - 1 40
073010
42346
42321
42207
21419
526909285001
526909262001
527241128001
5406
37001
4300
4283
4306
4 321
430'
4392
3101001955
0712312019
0810912010
08/0912010
0810212010
0810312010
0810212910
08104/2010
07129/2910
08/0312010
0713012010
0712812010
07/27/2010
0712612010
07130/2010
07127/2010
0712712010
07126/2010
0710512919
08/0612910
0712812010
07/22/2010
071301201
081051201
07126!2010
07129/2010
08103/2910
Amount Paid
25.00
2,558.39
71.59
35.56
270.00
1,358.00
2
9.08
64.01
9.72
55.63
42.91
1 6.24
672.77
76.11
34.25
1.94
8.90
91.46
325.60
108.74
38.10
27.40
12.00
12.00
48.67
ATTACHMENT 1
Paae: 'I
Check Total
25.00
2,629.98
35.56
270.00
1,356.00
2,000.00
9.08
84.01
9.72
114.78
672.77
112.30
6,90
91.46
523.84
48.67
Status Clear/Vold Date Invoice
Inn nmtn
2805
16922
25158
7314 - 426253
77209
12'71
080410
30808
Page: 1
Page: 2
pCkHist
0910312010
4:0 PIVM
Check History Listing
CITY OF ARROYO GRANDE
Pag 2
Bank code: boa
C heck #
[date Vendor
status ClearlVold Date Invoice
Inv. Date
Amount Paid
Check Total
146627
0311612010 003023 SL
081610
0811612010
20.00
20.00
146628
08/1612010 003641 SOUTH COUNTY SANITARY
3017073
0810112010
212.32
212.32
146629
08116/2010 007652 SOUTHERN CALIF FP 'S
031210
0611212010
66.00
56.00
146630
08/16/2010 000637 TEXAS REFINERY CORP
853561
0712912010
720.22
720.22
146631
0811612010 002137 VERIZON WIRELESS
0892200956
0712612010
24.77
24.77
146632
0811612010 000687 1l Y E'S TIRE, INC
251668
0712912010
72.00
72.00
146633
08/1 000393 LUCIA MAR U NIFIED SCHOOL
081210
08112/2010
16.00
16.90
146634
0811712010 000393 LUCIA MAR U NIFIED SCHOOL
BRANCH
08112/2010
16.00
16.00
146635
0611 812010 000553 SLO COUNTY
0 18
0811 812010
60.00
50.00
146636
0812012010 006130 ALLIANCE READY MIX, INC
11602
0712912010
843.43
643.43
146637
0812012010 003817 AMERIPRIDE UNIFORM SVGS
V 0812012010
0.00
0.00
146638
0812012010 003817 AI ERIPRIDE UNIFORM SVCS
1500127937
07113/2010
29.00
1500139165
071271201
29.00
1500127933
071131201
23.02
150013916
07/27/2010
23.02
1500123014
0710812010
20.25
1 500133644
0712012010
20.25
1500123028
0710612010
19-70
1500139160
07127/2010
10.70
1500127930
0711312010
19.50
1 500139158
0712712010
19-50
1500127932
0711312010
19.20
1500133651
07120/2010
19.20
1500123024
0710612010
18.00
t>
c�
1500133649
0712012010
18.00
CL
1500123031
0710812010
17.02
0
15001 33652
07120/2010
17.02
1500127926
07/13/2010
17.00
1500139154
0712712010
17.00
M 00
-gh.iD
Page: 2
Page:
ap kHIst
0910312010
4:06PM
Check History Listing
CITY OF ARROYO f AI DE
Page: 3
Bank code: boa
Check #
Date Vendor
Status ClearNoid Date Invoice
Inv. Date
Amount Paid
Check Total
1506123033
07/0612010
15.50
1500127934
67/13/2010
15.50
1500133653
07/20/2010
15.00
16601 39162
07/2712016
15.00
1 560123010
07/66/2010
10.50
1560133647
07/20/2010
10.50
1500127936
07/13/2010
7.25
1500139164
0712712010
7.25
15 202
07106/201
6.50
1 506123015
07/06/2010
6.00
1500133645
07/20/2010
6.
1500123039
0710612010
6.00
15001 33656
0712012010
6.00
1500127931
071 312010
6.00
1500133650
071
6.00
1500139159
0712712010
6.00
1500123017
07/06/2010
3.00
1 5001 33646
0712012010
3.00
1 500123035
07/0612010
3.00
1500127935
0711312010
3.00
1500133654
0712012010
3.00
1500139163
0712712010
3.00
1500123037
0710812010
3.00
1500133655
07120/2010
3.00
534.36
146639
0312012010 003175 AQUA-METRIC SALES
0034000
06120/2010
5
0033907
0812012010
3
9,061.05
146640
0812012010 000095 BLAKE AND PACE OF A,
2405770
0712712010
67.68
67.66
146641
08!2012010 006138 CA MUNICIPAL TREASURERS
1636461
0011112010
155.00
155.00
146642
0612012010 663653 CID CAE/ IALES
062010
0812012010
900.00
900.00
t>
146643
03120/2010 004282 CAPE A COU TII
082010
0612012010
46.00
46.60
CL
0
-
1466{44
0812012010 000603 ARQUEST AUTO PARTS
7314 - 423313
071201201
205.74
205.74
146645
0812012010 001216 CDW GOVERNMENT, INC
TJT7626IT1 926281TLP
0312012610
6
62326.76
M 00
CA iD
Page:
c�
c�
CL
0)
^ M0 M
M/�/�
\V W
a DkHi t
Check History Listing
Pag
09/03/2010
:06PM
CITY OF ARROYO GRANDE
Bank code: boa
Check #
Date Vendor
Statue Clear/Vold Date Invoice
Inv. Da
Amount Paid
Check Total
146646
68/26/2610 003988 CENTRAL. COAST
A -24130
0713112610
33.00
33.00
146647
0812612610 001990 CHARTER
072810
0712812010
225.30
225.30
14664
0812012010 000174 COASTLINE
3969399
07/30/2010
850.49
3969354
0712912010
235.01
1,085-50
146649
0812012010 007018 COLLEGE TOWING IN INC
25185
07/16/2010
244.00
244.00
146650
98/2012010 000195 CRYSTAL SPRINGS WATER
17922
66!9312016
46.65
14273
0713112010
27.85
48517
0713112010
23.69
63949
0810312010
1 5.46
70931
0610812010
1
0952195
0713112610
5.00
130.60
1 46651
0812012016 007925 PETER CU RTO
081
6611 712016
20.00
20.00
146652
08120/2610 002039 DELTA LIQU ENERGY
173886
07/0912010
1,028.38
1,626.06
146653
0812012010 660206 J B DEITAR, INC
736863
07/3112010
22.12
22.12
1 46654
0812012010 007129 TERRY EN ER
081
66!1712010
109.09
1 00.00
146655
08/2012010 000240 FARM SUPPLY CO
382512
07109/2010
48.93
48.93
146656
03120/2010 007 940 F ER RAI ANTI GRADING &
PW 2010 -03
0811712010
9
9
1 46657
08120/2010 004790 DEANNA FL YD
061710
0811712010
48.00
48.00
146658
0812612010 000262 FRANC'S L & KEY
30606
0712912010
53.29
53.29
146659
0812012610 000605 THE GAS COMPANY
8111 -1375
08/11/2010
174.75
8111 - 350
0811112010
70.94
315200
6610612010
36.62
8110200
66/10/2010
31.06
815 -208
68166!2010
24.23
819 -1500
08/09/2010
1 8.43
819 -910
08/091201
17-82
815 -111
0810512010
14.79
8/5-214
0810512010
1.04
389.90
Page:
akH Che History Listing P 5
09!6312016 4: 6PM CITY OF ARROYO GRANDE
Bank code: boa
Check # Date Vendor Status Clear/Void Date Invoice Inv. Bate Amount Paid Check Total
�s
146666 6312612616 602613 GRAINGER, INC 9366693667 6712212016 1631-09
Page:
93151 3411
6610412016
p
- 676.93
1,662.16
146661
68/2612616 662465 CHUCK HARE
681716
6311712616
22.66
22.60
146662
6812612016 664166 EDDIE HARRIS
631716
6811712610
166.66
166.66
146663
6312612016 666644 IRON MOUNTAI TAI
CCX6623
6713112610
156.12
1 56. 1 2
146664
6812612616 665261 JAS PACIFIC
BI 10510
0816212010
4
4,866.66
146665
08/2012010 663949 KERN'S PAPER
29658
6712712616
272.66
272.66
146666
08/20/2010 004845 JOHN LAR S N
681
6811712616
46.66
46.60
146667
6812012610 065511 CHRISTOPH LINTNER
681
08/17/2010
162.66
162.66
146668
6812612016 666426 MIER B F S LANDSCAPE
169626
07/2912616
158.78
169638
07/2912616
168.75
267.53
146669
6812612616 660439 MOSS, LEVY & H I T H E I M
5952
0713112616
4
4
1 46670
6812612616 667996 NAI TEC INC
5575
0712212616
751.56
751.66
1 46671
08128/2616 667157 NAT HOLDINGS LLC
388
0811212816
2,366.66
2
146672
6812012016 666468 OFFICE DEPOT
527872744661
0712912610
166.66
526472679001
07/19/2010
1 18.86
527479867661
67127/2616
24.72
526236233661
6711 512616
23.79
524753693662
6713012016
4.66
322.52
146673
6812612616 666481 PACIFIC GAS & ELECTRIC
7129 - 853299
6712912619
34
34
146674
6812612610 667166 PARAMOUNT CLEANERS
3251
6713112016
493.58
493.56
146675
68120!2616 665938 PITNEY BOVINES
5561361289
0712712616
285.66
285.66
c�
CL
146676
08/20/2010 667453 PLANNING COMPANY ASSOC
828
671311261
5,334.29
5,334.29
0
-
146677
08/20/2010 606 563 POOR RICHARD'S PRESS,
213561
6712712616
456.75
456.75
146678
6812012016 660536 GREG FE
681716
6811712016
266.06
280.60
M 00
�iD
Page:
ap ist
Check History Listing
86937
0710312010
Page:
09/0312016
4:06PM
CITY OF ARROYO GRANDE
08126/2610 007210 TRAM{ ENGINEERING INC
35567
07/22/2010
Bark code:
boa
146694
0812612016 064669 TR ESH RECYCLING, INC
14283
Check #
Date Vendor
Status Clear/Vold Date Invoice
Inv. Date
Amount Paid
Check Total
14 6679
0312612616 99662 B LAKE R S ELLEY
031719
08/17/2010
220.06
220.00
146636
0612612016 066 594 LAWRENCE R I C E R
0 81 71 0
0611712616
132.60
132.09
146631
08/20/2010 003649 CHARLES D (DON) RUIZ
681 716
96117/2610
96.66
96.00
146662
0612012916 006086 MARTI NA SARMIENTO
081710
08/17/2010
200.06
206.96
146683
0812612010 063024 MARK SCHAFFER
661716
0811 712619
890.66
366.66
146684
0812012016 063838 SIL11AS OIL COMPANY, INC
245809
0810212010
3
3
146688
0812012016 060552 SLO COUNTY
062210
0612212616
1 3,614.45
13 5 61 4.45
146686
68/2012016 004860 TAMMY SMITH
081710
0811712616
136.66
130,00
146687
6812012010 007229 DONALD SNYDER
081710
0811 71201
240.06
240.06
146688
6812012610 007926 AMANDA S U H E 1
661719
08/17/2010
40.06
40.00
146689
0812012610 004393 SP MAI NTENANCE
31917
0810112016
6,994.46
6,994.46
1 46690
0812612016 006609 BOB SPEAR
08171
0811712610
1 37.66
1 37.30
146691
0 8/20/2010 000623 SUNSET NORTH CAR WASH
2292
07/3112616
177.33
1 77.33
146692
68/20/2010 600624 SUPERIOR AL ITY
36938
07!2312016
191
Page:
86937
0710312010
163.67
384.42
146693
08126/2610 007210 TRAM{ ENGINEERING INC
35567
07/22/2010
447.12
447.12
146694
0812612016 064669 TR ESH RECYCLING, INC
14283
0712612010
190.68
196.68
146698
0812012610 666651 UNITED STAFFING ASSOC.
070846
6810412010
1
1 1 063.66
146696
08/20/2610 002137 VERIZON WIRELESS ELESS
0890923299
6712212019
99.96
99.96
D
c�
146697
0812612016 007049 VORTEX INDUSTRIES INC
61- 546984 -1
0713012610
241.36
01- 846887 -1
07/31/2010
224.95
466.28
CL
0
146698
0812012610 697191 IIEEDN'S PARCEL SERVICE
072910
0712912010
66.12
07191
07/19/2010
16.07
60.19
o0
146699
081201201 000689 1/ EST PAYMENT CENTER
8210812 68
08/01/2010
167.80
'167.80
00 iD
Page:
p kH lst
Check History Listing
11663
0610412010
P 7
09 /03/2010
: 6PM
CITY OF ARROYO # ANDE
11612
07/28/2010
Bank code: boas
Check-- C heck -- #
Da Vendor
status Clear/Vold Date Invoice
Inv. Date
Amount Paid
Check Total
146700
08120/2010 007672 SHIRLEY W I LLM TT
081710
0311712010
60.00
60.00
146701
0812012010 003629 JOHN W
08
0811312010
144.00
1 44.00
1 4671 2
08/23/2010 000171 CLINICAL LAB O F
906162
0610712010
1 x 022.00
1,022.00
146713
0812312010 000616 RRM DESIGN GROUP
05202309503
06/11/2010
854.00
854.00
146714
0812312010 007761 SPIESS CONSTRUCTION CO
PW 2009 -10
06/1712016
9
9
146715
0812312010 008026 LAURA MAZZANTI
RefO 001 05154
08/1712010
12.43
12.43
14671
08/2312010 008030 NICOLE SE1 AFINE
Ref 1 05302
08/20/2010
112.49
112.49
1 46717
0312312010 008026 JOHN SMYER
Ref OOO 1 05156
0811 7/2010
25.46
25.48
1 46718
0812312010 008027 DEANNA TURNER
1000105155
08/1712010
60.07
30.07
14671
0812312010 008025 DIANE 11ILK
1 #000105153
08/1712010
145.43
145.43
146720
0812312010 004515 TH SIGN PLACE
SLO 22758
08/1812010
292.82
292.82
146721
08124/2010 006106 STEVEN ANNIBALI
032310
08/2312010
621.17
621.17
1 46722
08126120 004815 AI AS WEST INC
1031 62830
07/31/201
33.
33.81
146723
08/2612010 0061 ALLIANCE READY MI, INC
11655
0810312010
683.75
Page: 7
11663
0610412010
608.95
11612
07/28/2010
608.95
11676
0310612010
363.12
2,264.77
146724
0312612010 005180 APEX OUTDOOR POWER E
30854
0712912010
82.16
82.16
146725
08/2612010 003175 AQUA METRIC SALES
0033794 - IN
08103/2010
1,138.86
1
146726
0812612010 005507 AT & T
817 -0183
68/0712010
188.64
D
817 -3959
0810712010
32.30
8/7-3956
08/07/2010
32.30
253.24
CL
0
146727
08/2612010 006865 AVCC
081910
0811912010
30.00
30.00
rok
c�
146728
0812612010 000055 B & T S C STN
1141
07/3612616
145.06
145.96
M 00
w iD
Page: 7
apkHit Check History Listing P
0910312010 4: CITY OF ARROYO GRANDE
Bank code: boa
Check # Date Vendor Statue ClearNoid Date Invoice Inv. Date Amount Paid Check Taal
146729 08126/201 000058 B F AMERICA 813 -7762 0810812010 1 489 15
D
t�
c�
CL
^
ice/
c�
�F
o�
146730 0812612010 001944 BASIC CHEMICAL
146731 0812612010 008044 BEAR STATE PUMP EQUIP
146732 0812612010 007919 CATHERINE BISH
146733 0812612010 008031 DEBORAH BIS UERA
146734 0812612010 000078 BLUEPRINT EXPRESS
146735 0812812010 000090 BRISCO MILL & LUMBER
145736 0312612010 000134 CA ST DEPT OF JUSTICE
146737 0812612010 007035 CALPORTLAND
145738 0812612010 005890 CANNON
146739 08126/2010 000603 CAR QUEST EST AUT PARTS
146740 0812612010 006412 CENTRAL COAST BASEBALL
818 -2059
818 -2083
818 -2050
813 -9436
818 -0444
8/8-0915
818 -6736
818 -8930
51 5764615
52532
081910
081910
104'19
10 564
10559
10409
145470
145473
145547
145534
145504
802934
91074391
49123
7314 - 427557
7314 - 428377
7314- 427654
881910
0818812010
0810312010
0810812010
0810812010
0310812010
0810812010
0810812010
0810812010
0810212010
08/0412010
0811912010
08119/2010
0810912010
08120/2010
03!2012010
0310612810
0810412010
0310412010
0311312010
0811212010
0810912010
0810512010
08106/2010
0713112010
0810912010
0811212010
8310912010
0811912010
991.08
484.97
472.33
194.00
59.81
45.84
25.65
20.38
443.97
273.53
490.00
38.00
66.64
20.39
10.88
9.79
121.52
23.22
17.82
15.73
5.55
3,682.00
152.58
4, 141.43
124.18
81-58
5.62
345.40
31783-21
443.97
273.53
400.00
38.00
I Aft]
183.95
3,682.00
152.58
4,'141.48
21'1.83
345.0/
Page: 8
app kHist
Check History Listing
54402071
0819212010
Page: 9
9910312919
:98PM
CITY OF ARROYO GRANDE
55370668
07129/2010
Bank code: boa
71.10
146761
0812612019 001840 DELL MARKETING LP
Check #
Dante Vendor
Status Clear/Vold Date Invoice
Inv. Date
Amount Paid
Check Total
1 46741
0812612019 000160 CHAPARRAL
321094
9810312019
121.84
121.84
146742
0812612019 000103 CHERRY LANE
23601
0711612019
197.66
107.66
146743
0812612010 096039 CHEVRON & TEXACO CARD
26064523
98/0612910
516.92
616.92
146744
0812612019 003032 JOSE CLE IENTE
032019
9812012010
876.09
870.00
146745
0812612010 000171 CLINICAL LABORATORY OF
909276
0810912010
824.00
324.00
140746
0812612019 008033 JEAN CODORNIZ
081910
08/1912910
69.09
60.00
146747
0812612019 007659 VI C I COGLEY
081210
08112/2010
163.00
163.00
146748
0812612010 096500 MAR IE CUELLAR
081910
08119/2010
76.90
76.90
146749
0812612010 000034 GELACIO DIJTAL.AN
081910
0811912019
262.50
262.50
146750
08126/2010 005091 ,JOHN DEERE LANDSCAPES
55472770
0819912010
32 17
63.78
Par:
54402071
0819212010
22.26
55370668
07129/2010
16.67
71.10
146761
0812612019 001840 DELL MARKETING LP
XF213FP73
0810612010
469.26
469.26
146752
0812612019 000208 J D D EWAR f INC
9 0929
08/1112010
29, 841.43
20
146753
08126/2019 008035 AGUEDA DIAZ
081910
98/1912010
190.00
100.00
146754
0812612010 000240 FARM SUPPLY CO
378538
97/0612910
452.77
388549
0711612919
207.39
379720
0710712010
147.52
309229
0710712010
133.49
394013
0712112019
98.16
392006
07119/201
98.16
386156
0711312919
63.78
(^>
408522
9819512010
61.19
387573
07/14/2010
41.75
CL
394137
9712112910
27.13
37 178
07/01/2010
1 9.88
1
146755
0312612019 001 525 FERGUSON ENTERPRISES,
6293006
0810912019
1,1 59.28
Par:
D
t�
c�
CL
0)
c�
�F
N�
pCH is
09/03/2010 :06PM
Check History Listing
CITY OF ARROYO GRANDE
P 10
Bank code: boa
Check # Date
Vend
146756 08/2612010 000262 FRANK'S LOCK & KEY
146757 08/26/2010 008036 TANYA FREITAS
146758 0812612010 000499 GRAND AWARDS, INC
146759 08126/2010 000330 GSA-INFORMATION TECH
146760 08/26/2010 000203 HAINES & COMPANY, INC
146761 08/26/2010 001455 STADY HARM ON
146762 0812612010 008037 KEITH HATFIELD
146763 08/26/2010 007410 DILLY HEADRI K
146764 08/2612010 000311 HiNDERLITER, DE LLAMAS
146765 08/26/2010 007503 LORI HUNSTAD
146766 08/26/2010 000339 INTERSTATE SALES
146767 0812612010 000348 J 11'11 ENTERPRISES
146768 08/26/2010 005265 KIDZ LOVE SOCCER (D BA
146769 08126/2010 005151 MICHAEL MARTINE
146770 0812612010 000426 MIER DROS LANDSCAPE
146771 08126/2010 000429 MINER'S ACE HARDWARE,
Status ClearNoid Date Invoice
636031
6350973
6364879
6376243
30839
30797
081910
3124
302
271206
081910
082610
081910
0016743 ;IN
00'18918 -IN
081210
1413
1419
237386
2010SU -H89
050510
168164
K30905
K4230
K43668
X43583
K30085
Inv. Date
08/0412010
08/0412010
08/0512010
08/1012010
08/0512010
07121/2010
08119/2010
0811 6/2010
08/06/2010
0810112010
0811012010
08/26/2010
08119/2010
08/0512010
0610912010
08/1212010
08/1012010
08/11/2010
08112/2010
0712612010
08/25/2010
07/07/2010
08123/2010
0810312010
0811 012010
08/09/2010
08/1 6/2010
Amount Paid Check Total
537.77
317.55
118.54
44.44
6.53
4.35
30.00
26.51
109.63
232.66
30.00
771.00
30.00
976.00
596.66
367.00
2,245.10
197.2'1
1 01.38
2,1 63.00
35.00
67.43
235.34
1 16.43
84.79
76.05
68.44
2
10.68
30.00
26.5'1
109.63
262.66
30.00
771.00
30.00
1,570.00
367.00
2,442.40
101.38
2,163.00
35.00
67.43
Page: 10
Page; 11
a pkH!t
09/0312010
:0 PM
Check History Listing
CITY OF ARROYO GRANDE
P 1 1
Bank code: boa
Check #
Date Vendor
Status Clear/Vold Date Invoice
Inv. Date
Amount Paid
Check Total
K43731
08/10/2010
44.57
K44554
08/1 7/2010
43.41
K4406
0811212010
35.88
K29191
0810912010
34.76
K4993
0811212010
32.61
K30484
0811912010
32.56
K0281
0811712010
2.5
K3639
0811812010
16.80
K4338
0610612010
15.65
K43749
0811 012010
15.20
K44651
0811 8/2010
13.44
44489
08116/2010
11.30
K4387
08/11/2010
9.76
K36907
08/2312016
6.29
K30485
06/19/2010
5.43
K44961
08/1312010
4.88
K29836
06/1312010
4.34
934.65
146772
08/26/2010 908045 BILLIE JEANNE NIELSON
33349
0812312010
129.00
120.00
146773
08/26/2016 000466 OFFICE DEPOT
527932938001
0810412010
16.10
16.19
146774
0612612010 090481 PACIFIC GAS & ELECTRIC
8111 - 629838
08/11/2010
271.54
8/11- 781296
08111/2010
20.75
8/13-190318
0811312010
9.16
301.45
146775
08/2612010 001739 PACIFIC GAS & ELECTRIC
V 08/2712010 8/18-194097
0811812010
14,812.93
1 , 812.93
146776
0812612010 909408 PITNEY BO WES, INC
7858355 -AU10
98/13/2010
855.00
855.00
146777
08/2612010 000503 POOR RICHARD'S PRESS,
213865
0811112010
163.13
1 63.13
146778
98/2612910 090520 QUINN COMPANY
PCO30190272
08105/2010
73.66
73.66
146770
0812812010 692781 RANGE FASTER
4316
0810312010
155.22
155.22
c�
'146780
88/2612919 000531 RI HETTI IIPLETE HATER
8401
081 11201
16,00
1 5.06
0
146781
0812812010 000538 S & L SAFETY PRODUCTS
752174
08/17/2610
782,51
782.51
146782
08/2812010 900539 SAFETY' -KLEEN SYSTEMS,
51522493
08/11/2010
174.20
174.20
�F
w�
Page; 11
arpHit Check Fairy Listing Page: 12
09/0312010 4: PM CITY OF ARROYO GRANDE
Bark coda: boa
Check # Date Vendor Status Clear/Vold Date Invoice Inv. Date Amount Paid Check Total
146783 08126/2010 002142 SAN LUIS PAPER CO 607050 0811212016 47R11
Page: 12
807057
08/12/2010
320.70
604596
07109/2010
173.13
969.94
146784
08126/2010 000570 SAN LUIS POWERHOUSE
27216
6810912010
487.11
2721
6810912610
393.13
880.24
146785
08/26/2010 008038 PEDRO S AN C HEZ
081010
6811 912610
400.00
400.00
146786
08/2612010 000575 SANTA MAFIA TIRE, INC
561470
08/0212010
562.82
561 475
0810212010
291.41
874.23
146787
08/26/2016 000533 ALLEN SCH FIELD
1 060
9810912010
288.96
288.96
146788
08/26/2010 008039 IRMA SEARCY
081910
98/1912610
30.99
30.06
148789
08/26/2010 000564 SLO COUNTY NEWSPAPERS
6894963
98/0112010
326.49
6898085
08/01/2010
270.30
6898279
68/011201
1 59.66
6897203
07/19/2010
122.57
6895888
68/01/2010
126.76
6893707
6612812610
118.83
6894967
67105/2610
92.66
1
146790
08/2612010 004157 SLO COUNTY P U B UC
0069771
08113/2610
1,299.65
1,299.65
1 48791
08126/2010 001880 EMILY SMITH
0819
08119/2019
30.00
36.60
1 46792
0812612010 000598 SNAP-ON TOOLS CORP
198832
08/04/2010
84.88
84.33
146793
0812612016 003641 SOUTH COUNTY SANITARY
3017316
08/6112016
112.16
3016858
08/01/2010
112.16
3017552
9810112010
5.91
230.23
146794
0812612010 000602 SOUTH SLO COUNTY SANIT
073110
0713112610
98,812.23
93,81 2.28
t>
146795
0812612610 008040 ST PAT/ ICKS SENIORS
081910
08/19/2010
36.06
30.00
C
146790
08/26/2010 000618 STATEWIDE SAFETY &
80566
07/31/2010
357.05
357.66
146797
0812612910 000520 STREATOR PIPE & SUPPLY
51101253.001
97/2712016
22.56
22.60
c�
�F
44h 0
Page: 12
ap kHi t
Che History Listing
6671373
98/0612010
Page: 1
9910312010
4:06PM
CITY OF ARROYO GRANDE
0812612910 096551 IGNITED STAFFING ASS
071002
0811112019
Bank code: boa
1,093.52
1 46808
9812612019 002137 VERIZON WIRELESS
Check #
Date Vendor
Status Clear/Void Date Invoice
Inv. Date
Amount Paid
Check Total
1 46796
08/2612019 000624 SUPERIOR QUALITY
36914
9716112616
961.1
961.18
1 46799
9812612019 098041 ROSA TAPIA
08191
08/1 912916
39.00
86.99
146800
0812612010 007699 TI E R RA WEST AD1 I SO RS INC
07-AG
08!061201
6,212.50
6
146801
9812612010 902879 TITAN INDUSTRIAL
1042957
0810312916
68.12
68.12
146802
0812612910 008042 TOM'S. AUTO BODY
9000637
08/16/2010
147.47
147.47
146803
08/26/2010 002468 THE TR
081910
0811912010
188.00
1 68.90
146804
0812612010 004609 TROESH RECYCLING, INC
14335
0810312010
288.92
265.92
146805
0812612010 008043 ERIN TULLIUS
081910
0811912010
30.00
30.00
146806
0812612910 002377 TIFF STAR, INC
6673352
0819512010
385.46
1 9.59
Page: 1
6671373
98/0612010
383.81
769.27
146807
0812612910 096551 IGNITED STAFFING ASS
071002
0811112019
1, 093.52
1,093.52
1 46808
9812612019 002137 VERIZON WIRELESS
0894909949
08!97/201
42.93
42.93
146809
9812612010 00260911 ATE F D YS PLUMBING
981610
0811612010
10, 087.82
10 067.82
146810
0812612010 001494 KIMBERLY WICKSTROM
08191
0811 912010
30.00
30.00
146811
08126/2910 900704 i ITM E F -TYSON IMPORTS TS
T81 0
08/03/2010
590.00
800.00
146816
0812712010 005709 AMERICAN ICAN MESSAGING
L5-245715
0811612010
11.41
11.41
14681'
0812712010 005507 AT & T
717 -3953
0710712019
32.30
32.30
146818
08127/2010 001894 JOHN BOVA
981210
0811212910
97.00
97.00
146819
08/27/2010 000995 BURTON'S FIRE, INC,
65049
08/20/2019
85.91
85.91
D
t�
146820
0812712010 905748 CALENDARS
13009977
981091291
19.59
1 9.59
tD
146821
0812712010 000603 CARQUEST ALTO PARTS
7314 - 428642
9811312010
110.51
731
08/13/2010
47.98
7314 - 430761
08/23/2010
48.61
202.05
�F
146822
08/271201 008047 DEPARTMENT FORESTRY
97877
981'19/2919
868.00
868.00
Page: 1
D
t�
c�
CL
0)
c�
�F
�0)
ap kHi t
Check History Listing
Page: 1
09/03/2910
4 :0 PM
CITY OF ARROYO GRANDE
Bank code: boa
Check #
Date Vendor
Statue ClearNoid Date Invoice
Inv. Date
Amount Paid
Check Total
1 46323
93/2712919 908946 FAI1A
29 -463
07199/2019
17,391.00
17
1 46324
03/2712919 004344 FIRE DIST ASSOC F CA
99
03117/2019
176.09
176.09
146325
03/2712019 900499 GRAND AWARDS, DS, INC
3139
0312012919
251.75
251.75
146326
03/27/2919 990233 CITY OF GROVER BEACH
ACCT 14972
9311 312919
1 99.09
ACCT 1493
9311312919
199.09
290.90
146827
93/2712910 096421 RIKI HEATH
981619
9311612910
97.09
K44650
93/1312910
39.42
127.42
146323
93/2712910 093943 LIFE - ASSIST INC
543989
9311612910
77.07
77.07
146329
03/2712910 660429 MINER'S ACE HARDWARE, E,
29099
9311512910
45.16
39092
93/2312910
36.69
43073
93/1212910
16.23
43566
03/0912910
15.13
44
9311312910
12.33
45224
0612312610
11.39
43623
0311112016
11.01
150.99
146339
03/27/2019 000441 M LLAHEY FORD D
1 33665
0312312019
47.12
47.12
146331
08/27/2010 000463 OFFICE DEPOT
529760347001
08/13/2010
218.1
529581 357991
03112/2010
12.96
231.09
146332
93127/2910 990503 POOR RICHARD'S HAI D' PRESS,
2141
93/24/2010
73.95
214290
96!25/2010
27.33
191.33
146333
93/27/2019 006696 POSTAL CONCEPTS
2151
96/1612910
9.94
0.94
146334
93/2712910 990523 R & T EMB iNC
37041
0311612910
94.33
37970
0312012910
48.83
143.71
146335
93/27/2019 902751 RANGE MASTER
4364
03116/2010
336.27
4363
93/16/2010
100.94
4344
08/11/2010
7 6. 1 0
4374
93/16/2910
21.74
4362
0311612910
12.09
4345
0311112010
12.09
Page: 14
apCkH!st
Check History Listing
Page: 15
09103/2010
4:06PM
CITY OF ARROYO GRANDE
Bank code:
boa
Check #
Date Vendor
statue Clear/Void Date Invoice
Inv. Date
Amount Pair!
Check Total
4366
0811612010
8.00
4372
0811812010
8.00
4334
0810912010
8.00
632.1
146836
9812712910 000947 SHIFT CALENDARS, INC
16243
0811212010
436.71
486.71
146837
0812712910 000814 RANDY STEFFAN
082310
9812312910
18.08
13.08
146838
9812712910 000624 SUPERIOR QUALITY
3691
0710112010
626.07
626.07
146830
08/27/2010 000481 PACIFIC GAS & ELECTRIC
8/18-194097
08118/2016
14,812.98
14,812.98
146340
0813112010 004077 CA ST DEPT OF HEALTH
982410
9813112010
120.90
126.00
146841
0818112010 003050 MAUREEN KANE & ASSOC
083110
9813112010
1,220.00
1
boa
Total*
372,458.40
217 checks in this report
Total Checks:
3729458.40
F 0
0
Page: 16
ATTACHMENT 2
CITY OF ARROYO GRANDE
DEPARTMENTAL LABOR DISTRIBUTION
PAY PERIOD
8!61291 - /19/201
}111
FUND 010
308
FUND 220
16
FUND 226
1 ,890.48
FUND 284
2,456.40
FUND 285
1,134.23
FUND 290
110,174.89
FUND 612
7
FUND 640
21 1 164.78
Holiday Pay
469
OVERTIME BY DEPARTMENT:
T:
Admen. Support Services
6
Community Development
-
Police
8
Fire
6, 862.56
Govrnment Bldg paint.
-
E ngineering
=
Fleet Maintenance
12
Parks
-
Recreation - Adrnn
-
Rec } Special Events
-
Children In Motion
-
Soto Sport Complex
-
Public Works !Maintenance
342.99
5128
15
5101
Salaries Full time
219,842.40
5102
Salaries Part-Time - PPT
17
5103
Salaries Part -Time - TPT
24
5105
Salaries OverTime
15
5107
Salaries Standby
355.50
5108
Holiday Pay
3
5199
Birk Pay
6
5110
Annual Leave Buyback
-
5111
Vacation Buyback
1 7.99
5112
Sick Leave Buyback
5118
Vacation Pay
12
5114
Comp Pay
4
5115
Annual Leave Pay
7
5121
PERS Retirement
79,492.55
5122
Social Security
22 + 179.87
5128
PARS Retirement
535.25
5126
State Disability Ins.
1
5127
Deferred Compensation
736.59
5131
Health Insurance
42
5132
Dental Insurance
4
5133
Vision Insurance
11688.77
5134
Life Insurance
584.51
5135
Long Terra Disability
988.58
5148
Uniform Allowance
5144
Car Allowance
675.90
5146
Council Expense
5147
Employee Assistance
224.77
5148
Boot Allowance
-
5149
Motor Pay
150.60
5150
Bi- Lingual Pay
125.00
5151
Dell Phone Allowance
340.90
469, 225.99
Agenda Item 8.a.
Page 18
MINUTES
SPECIAL MEETING OF THE CITY COUNCIL
TUESDAY, AUGUST 10, 2010
COUNCIL CHAMBERS, 215 EAST BRANCH STREET
ARROYO GRANDE, CALIFORNIA
1. ROLL CALL:
Mayor Ferrara called the special meeting to order at 6:32 p.m. Council Member Joe Costello,
Council Member Caren Ray, Mayor Pro Tem Jim Guthrie, City Manager Steven Adams, and
Assistant City Attorney David Hirsch were present. Council Member Fellows was absent.
2. PUBLIC COMMENT:
None.
3. CITY COUNCIL CLOSED SESSION:
a. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government
Code Section 54956.8:
Property: APN: 077 - 131 -011; Located at 1303 E. Grand Avenue
Agency Negotiator: Steven Adams, City Manager
Negotiating Parties: Betty A. Carroll
Under Negotiation: Price, Terms and Condition of Potential Purchase
b. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government
Code Section 54956.8:
Property: APN: 006 - 151 -027; Located at Faeh Street and El Camino Real
Agency Negotiator: Steven Adams, City Manager
Negotiating Parties: Arroyo Grande Redevelopment Agency
Under Negotiation: Price, Terms and Condition of Potential Sale
4. RECONVENE TO OPEN SESSION:
Mayor Ferrara announced that there was no reportable action from the closed session.
5. ADJOURNMENT:
The meeting was adjourned at 6:50 p.m.
Tony Ferrara, Mayor
ATTEST:
Kelly Wetmore, City Clerk
(Approved at CC Mtg )
Agenda Item 8.b.
Page 1
MINUTES
REGULAR MEETING OF THE CITY COUNCIL /REDEVELOPMENT AGENCY
TUESDAY, AUGUST 10, 2010
COUNCIL CHAMBERS, 215 EAST BRANCH STREET
ARROYO GRANDE, CALIFORNIA
1. CALL TO ORDER
Mayor /Chair Ferrara called the Regular City Council /Redevelopment Agency meeting to order at
7:02 p.m.
2. ROLL CALL
City Council /RDA: Council /Board Members Joe Costello, Chuck Fellows, Caren Ray, Mayor
Pro Tem/Vice Chair Jim Guthrie and Mayor /Chair Tony Ferrara were
present.
City Staff Present: City Manager Steven Adams, Assistant City Attorney David Hirsch,
Director of Legislative and Information Services /City Clerk Kelly Wetmore,
Director of Administrative Services Angela Kraetsch, and Director of
Community Development Teresa McClish.
3. FLAG SALUTE
Victor Devens, representing Arroyo Grande Valley Kiwanis, led the Flag Salute.
4. INVOCATION
Reverend Valerie Valle, Saint Barnabas Episcopal Church, delivered the invocation.
5. SPECIAL PRESENTATIONS
5.a. San Luis Obispo County Economic Vitality Corporation Presentation by Executive
Director Mike Manchak.
Mr. Manchak, President & CEO, San Luis Obispo County Economic Vitality Corporation (EVC),
gave an overview of the EVC, then presented an Economic Strategic Plan for San Luis Obispo
County and highlighted special projects being proposed to address issues and concerns facing
the business community. Following the presentation, Mr. Manchak presented Mayor Pro Tem
Guthrie with a plaque, thanked him for his service on the EVC Board, and stated his
involvement was instrumental due to his knowledge of the tourism industry.
6. AGENDA REVIEW
6.a. Ordinances Read in Title Only.
Council /Board Member Costello moved, Mayor Pro Tem/Vice Chair Member Guthrie seconded,
and the motion passed unanimously that all ordinances presented at the meeting shall be read
in title only and all further readings be waived.
7. CITIZENS' INPUT, COMMENTS, AND SUGGESTIONS
Susan Flores East Branch Street, submitted a handout of photos of traffic on East Branch
Street and spoke about pedestrian and bicycle safety issues around Paulding Middle School;
encouraged the installation of solar speed limit signs and a reduction of the speed limit on
Huasna Road; supported the use of Safe Routes to School funding for completing sidewalk
Agenda Item 8.b.
Page 2
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
Page 2
segments; referred to visibility issues at the bottom of Crown Hill and suggested the hedge be
trimmed; and encouraged the City to provide more safety for students and bicyclists in this area.
8. CONSENT AGENDA
Mayor /Chair Ferrara invited members of the public who wished to comment on any Consent
Agenda Item to do so at this time.
Susan Flores East Branch Street, referred to Item 8.a. (Cash Disbursement Ratification) and
expressed concern about overtime costs. She suggested the City consider looking at hiring
more part -time positions.
Steve Ross Garden Street, referred to Item 8.i. (Amendment to Consultant Services Agreement
with Planning Company Associates) and acknowledged the last report given by the Mayor
regarding the recent Design Alternative which was denied by Caltrans; acknowledged staff time
involved to determine various alternatives and design plans; believed the consultant should
have been aware of the elevation issues; expressed concern about proceeding with the same
consultant; understood the consultant's ability to lobby for the City; and requested the City
carefully consider these issues.
Missy Harris realtor, referred to Item 8.e. (Temporary Modifications to Affordable Housing
Agreement Provisions) and spoke in support of staff recommendations.
Hearing no further comments, Mayor /Chair Ferrara closed the public comment period.
At Mayor /Chair Ferrara's request, City Manager Adams responded to concerns expressed
about overtime costs and explained that the majority of overtime is from public safety positions,
specifically Police and Fire, due to limited staffing and scheduling issues. He noted that staff is
currently analyzing the issue in an effort to decrease overtime costs.
Mayor Pro TemNice Chair Guthrie pulled Items 8.a. and 8.e. for discussion.
Action Council /Board Member Fellows moved, and Council /Board Member Costello seconded
the motion to approve the Consent Agenda Items, with the exception of Items 8.a. and 8.e., with
the recommended courses of action. The motion passed on the following roll -call vote:
AYES: Fellows, Costello, Ray, Guthrie, Ferrara
NOES: None
ABSENT: None
8.b. Consideration of Statement of Investment Deposits.
Action: Received and filed the report of current investment deposits as of June 30,
2010.
8.c. Consideration of Approval of Minutes.
Action: Approved the minutes of the Special and Regular City Council Meetings of July
13 2010, as submitted.
8.d. Authorization to Reject Claim Filed Against the City — Claimant: L. Dominguez.
Action: Rejected the claim and authorized the City Clerk to send a standard rejection
letter to the claimant as recommended by the City's Claims Administrator, Carl Warren &
Company.
Agenda Item 8.b.
Page 3
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
Page 3
8.f. Consideration of a Resolution Authorizing the Fire Station Expansion General
Obligation Bond Property Tax Levy Rate.
Action Adopted Resolution No. 4297 as follows: "A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF ARROYO GRANDE AUTHORIZING THE FIRE STATION
EXPANSION PROPERTY TAX LEVY FOR FISCAL YEAR 2010 -11 ".
8.g. Consideration of a Resolution Increasing the Safety Shoe Allowance for
Designated Part -Time Positions.
Action: Adopted Resolution No. 4298 as follows: "A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF ARROYO GRANDE INCREASING THE SAFETY SHOE
ALLOWANCE FOR DESIGNATED PART -TIME POSITIONS ".
8.h. Consideration of a Resolution Amending the Service Employees International
Union, Local 620's Third Side Letter of Agreement to Include Full Water
Certification Pay for the Public Works Supervisor, Streets Division.
Action: Adopted Resolution No. 4299 as follows: "A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF ARROYO GRANDE AMENDING THE SERVICE
EMPLOYEES INTERNATIONAL UNION, LOCAL 620'S THIRD SIDE LETTER OF
AGREEMENT TO INCLUDE FULL WATER CERTIFICATION PAY FOR THE PUBLIC
WORKS SUPERVISOR, STREETS DIVISION ".
8.i. Consideration of Amendment to Consultant Services Agreement with Planning
Company Associates.
Action: Authorized the City Manager to execute a second amendment extending the
consultant services agreement with the Planning Company Associates for an additional
six month period for assistance in obtaining Caltrans approval for a proposal to address
deficiencies at the Brisco Road /Halcyon Road — Highway 101 Interchange.
8.j. Consideration of Contract for Animal Care and Control Services.
Action Approved the Contract for Animal Care and Control Services with the County of
San Luis Obispo not to exceed the first year amount of $94,305 and authorized the
Mayor to execute the Agreement.
8.k. Consideration of an Award of Contract to R. Baker Inc. for Construction of the
Well No. 10, Phase II Project, PW 2010 -02.
Action 1) Awarded a contract for construction of the Well No. 10, Phase II Project to R
Baker, Inc. in the amount of $221,530; 2) Authorized the City Manager to approve
change orders for 10% of the contract amount of $22,153 for unanticipated costs during
the construction phase of the project; and 3) Transferred $70,000 from the Water
Availability Fund to the Well No. 10, Phase II Project.
8.1. Consideration of an Award of Contract to M.E. Avila Construction Corporation for
the South Elm and Ash Street Sidewalk and Bicycle Improvements, Project PW
2008 -07C.
Action: 1) Awarded a contract for the South Elm and Ash Street Sidewalk and Bicycle
Improvements Project to M.E. Avila Construction Corporation in the amount of $73,876;
and 2) Authorized the City Manager to approve change orders for 10% of the contract
amount, $7,388 for unanticipated costs during the construction phase of the project.
8.m. Consideration of an Agreement with AECOM for Design and Construction Support
Services for the Sewer Lift Station No. 3 Rehabilitation Project, PW 2010 -10.
Action: 1) Approved a consultant services agreement with AECOM in the amount of
$48,989 for the Sewer Lift Station No. 3 Rehabilitation Project; and 2) Authorized the
Mayor to sign the agreement with AECOM.
Agenda Item 8.b.
Page 4
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
Page 4
8.n. Consideration of an Agreement for Consultant Services for Historic Resources.
[RDA /COUNCIL]
Action Approved and authorized the Mayor to execute an Agreement for Consultant
Services with Page & Turnbull to complete a Historic Context Statement, Historic
Resources Survey and Mills Act Consultation in the amount of $29,800.
8.o. Consideration to Approve an Amendment to the Contract with Waterboys
Plumbing, Inc., to Continue the Plumbing Retrofit Program.
Action: 1) Approved an amendment to the Contract with Waterboys Plumbing, Inc., to
continue the Plumbing Retrofit Program; and 2) Authorized the Mayor to execute the
contract amendment.
8.p. Consideration of Temporary Modifications to Affordable Housing Agreement
Provisions.
Action: Adopted Resolution No. 4300 as follows: "A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF ARROYO GRANDE TEMPORARILY AUTHORIZING THE
CITY MANAGER TO AMEND AFFORDABLE HOUSING AGREEMENTS UNDER
SPECIFIED CIRCUMSTANCES ".
8.q. Consideration to Authorize an Award of Bid for the Avoid the 14 DUI Trailer and
Lighting System.
Action: Awarded bid to purchase a Pace American Conquest 8 x 24 custom DUI trailer
to Heacock Trailer and Truck Accessories, Inc. in the amount of $33,134.95.
ITEMS PULLED FROM THE CONSENT AGENDA
8.a. Cash Disbursement Ratification.
Recommended Action: Ratify the listing of cash disbursements for the period July 1,
2010 through July 31, 2010.
Mayor Pro Tem Guthrie requested that reports be provided to the Council detailing overtime
costs to show which departments are experiencing overtime.
Council Member Costello clarified that moving forward, the City would be sharing overtime costs
from the Five Cities Fire Authority with the other agencies.
Director Kraetsch also commented that overtime costs increase when fire strike teams are
called out for service.
Action: Mayor Pro Tem Guthrie moved, and Council Member Fellows seconded the motion to
approve Consent Agenda Item 8.a. with the recommended course of action. The motion
passed on the following roll -call vote:
AYES: Guthrie, Fellows, Costello, Ray, Ferrara
NOES: None
ABSENT: None
8.e. Consideration of Approval of Cost Allocation Plan.
Recommended Action: Adopt the Fiscal Year 2010 -11 Cost Allocation Plan.
Agenda Item 8.b.
Page 5
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
Page 5
In response to questions and concerns expressed by Mayor Pro Tem Guthrie, brief discussion
ensued with City Manager Adams and Director Kraetsch explaining how administrative costs
are calculated in the Cost Allocation Plan.
Action: Mayor Pro Tem Guthrie moved, and Council Member Costello seconded the motion to
approve Consent Agenda Item 8.e., with the recommended course of action. The motion
passed on the following roll -call vote:
AYES: Guthrie, Costello, Fellows, Ray, Ferrara
NOES: None
ABSENT: None
9. PUBLIC HEARINGS
None.
10. CONTINUED BUSINESS ITEMS
None.
11. NEW BUSINESS ITEMS
11.a. Consideration of Solicitation of Bids for Interior Improvements to the 300 East
Branch Street Building.
City Manager Adams presented the staff report and recommended the Council: 1) Authorize
solicitation of bids for installation of fire sprinklers and communications equipment in the 300
East Branch Street building; and 2) Delay other improvements until proposals are received for
lease of the existing City Hall building.
Council questions ensued regarding the status of the Request for Proposals for lease of the City
Hall building; whether there was an outside leasing agent representing the City; clarification
concerning ADA issues related to the public restrooms; and clarification regarding proposed
costs for improvements to the Farm Credit building.
Mayor Ferrara invited comments from those in the audience who wished to be heard on the
matter.
Tim Moore Fair Oaks Avenue, expressed concern about the proposal stating that his
understanding was that all City Hall staff would move into the Farm Credit building because the
current City Hall building is ADA deficient, and requested clarification on the matter.
Susan Flores East Branch Street, stated she understood the need for an elevator if all staff is
moving into the Farm Credit building and the second floor will be used; commented on the
public restrooms; stated the parking lot issue is not being addressed; wanted to see the
proposed new commercial project and how the parking is going to be addressed; and expressed
concern about how these projects are coming forward separately instead of as a whole, which is
not fair to the citizens.
Hearing no further comments, Mayor Ferrara closed the public comment period.
Agenda Item 8.b.
Page 6
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
Page 6
Council Member Costello provided the following comments:
- Stated that his understanding of the original concept of condensing staff was to locate all of
the development services staff into one building; acknowledged that there was discussion
and debate about whether the existing City Hall building could be leased out or sold; and
does not want to see the City Hall building sold;
- Acknowledged that if all staff were to be relocated and both floors were utilized,
improvements would be necessary, including an elevator, to make the building usable;
- Stated he understood that some staff might need to be retained in the existing City Hall
without having to substantially modify the building, and that the Farm Credit building would
provide the ADA facilities necessary to effectively serve the public;
- Stated that staff was not presenting any new problems; that the concept was to get key staff
that serve the public into one facility and out of existing buildings;
- Supported staff's recommendations for minimal improvements to the Farm Credit building,
including the fire sprinklers and communications equipment;
- Not sure about moving forward with ADA improvements on the existing public restrooms
right now; would prefer to wait;
- Stated if the City Hall building is leased, then additional money would need to be spent to
complete all the improvements to the Farm Credit building; would like to maintain use of the
current City Hall building for the non - public serving staff for the time being.
Council Member Ray provided the following comments:
- Supported deferring costs for upgrading the Farm Credit building as it is a more efficient use
of the City's funds;
- Would be able to support upgrading the public restrooms as it would dovetail with the
Centennial Park project;
- Would like to wait on leasing the existing City Hall building since public services staff would
be located across the street, and noted that leasing the City Hall building could be
considered at a later date when funds were available to complete the necessary
improvements to the Farm Credit building.
Council Member Fellows provided the following comments:
- Did not support acquiring the Farm Credit building and the method that was used; however,
he knew it would be a good building to acquire and now that the City has it, he could support
staff's recommendation to seek bids on fire sprinklers and communication equipment and to
delay the other improvements.
Mayor Pro Tem Guthrie provided the following comments:
Stated the original Council decision and motion was never intended to leave anyone in the
current City Hall building; the decision was made to lease the City Hall building and move
everybody into the Farm Credit building;
Acknowledged it might be impossible to lease the City Hall building; however, it does not
reverse the Council's decision;
Realizes that things have changed and are now forced to make the move into the Farm
Credit building without being able to make all the necessary improvements to fit the entire
staff;
Agenda Item 8.b.
Page 7
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
Page 7
- Noted that when the proposal was reviewed, it was not necessary to install the elevator to
move the entire staff; however, use of the upstairs conference room and offices would not
be able to be utilized;
- Have to support moving half of the staff over, even though he does not want to;
- Believed staff did not make a good faith effort to lease the City Hall building;
- Did not support spending money on other items; need to reserve the money in case the City
Hall building is leased so that the funds can be used for what was intended;
- Need to hire a leasing agent to represent the City;
- Supported moving forward with the fire sprinkler bids, making the necessary improvements,
moving the Community Development staff, and continuing efforts to lease the City Hall
building with an outside agent, and reserving the funds proposed for other items for their
original intended use.
Mayor Ferrara provided the following comments:
- Referred to the proposed floor plan in the Farm Credit building and asked for clarification on
what it would cost to move Finance staff over to that building;
- Commented on the consolidation of staffing to centralize services that have a public
interface; that the intent was to locate customer service oriented departments into one
building, including community development, engineering, billing, etc.; felt as though the
executive and administrative functions could stay temporarily in the City Hall building as an
incremental approach until the City Hall building could be leased;
- Supported staff recommendation as proposed, with the understanding that staff would
continue to work toward relocating all staff to the Farm Credit building; would still like to see
what it would take to move the service aspect of City business under one roof;
- Leasing the City Hall building needs to be the initial focus;
- Believed the restrooms were a back burner issue for now; can come back when revenue
sources are identified and combine it with the Centennial Park project.
Council Member Guthrie stated he could support moving the finance staff over to the Farm
Credit building, recommended moving forward and committing funds for the document (digital)
imaging project to reduce space necessities, increase staff efficiency, and improve how the City
functions with regard to records; and supported the potential for leasing a portion of City Hall
and /or the upstairs of the Farm Credit building on a short term basis.
Action: Mayor Pro Tem Guthrie moved to authorize solicitation of bids for installation of fire
sprinklers and communications equipment in the 300 East Branch Street building; direct staff to
move forward with the document (digital) imaging project; direct staff to come back with a
proposal of what it would cost to move the finance and accounting functions over to the Farm
Credit building; move forward with moving the Community Development staff into the Farm
Credit building; and bring in an outside leasing agent for leasing all or part of the City Hall
building and looking at leasing on a short term basis the upstairs portion of the Farm Credit
building. Council Member Costello seconded, and the motion passed on the following roll -call
vote:
AYES: Guthrie, Costello, Fellows, Ray, Ferrara
NOES: None
ABSENT: None
Agenda Item 8.b.
Page 8
Minutes: City Council /Redevelopment Meeting Page 8
Tuesday, August 10, 2010
Mayor Ferrara called for a break at 8:30 p.m. The Council reconvened at 8:40 p.m.
11.b. Consideration of Modifications to Neighborhood Services Program.
City Manager Adams presented the staff report and recommended the Council: 1) Approve the
proposed modifications to the City's Neighborhood Services (code enforcement) program; 2)
Adopt a Resolution approving the proposed job classification and description for the
Neighborhood Services Technician position; and 3) Approve an appropriation of $5,000 to
increase the hours of the part -time Office Assistant II position in the Community Development
Department.
Council questions and comments ensued regarding the proposed title and responsibilities of the
position; coordination of efforts between the Community Development Department Building
Division and the Police Department; and funding for the position.
Mayor Ferrara invited comments from those in the audience who wished to be heard on the
matter, and upon hearing none, he closed the public comment period.
Council comments ensued in support of the proposal; that it will enhance public safety; and that
it will allow the City to be pro- active in the community.
Action Council Member Costello moved adopt a Resolution as follows: "A RESOLUTION OF
THE CITY COUNCIL OF THE CITY OF ARROYO GRANDE ADOPTING A JOB
DESCRIPTION AND ESTABLISHING A PAY RATE FOR THE NEIGHBORHOOD SERVICES
TECHNICIAN POSITION ". Council Member Ray seconded, and the motion passed on the
following roll -call vote:
AYES: Costello, Ray, Fellows, Guthrie, Ferrara
NOES: None
ABSENT: None
12. CITY COUNCIL MEMBER REPORTS
None.
13. CITY MANAGER ITEMS
None.
14. COUNCIL COMMUNICATIONS
Mayor Ferrara provided an update on communications that have taken place with the
Carpenters Union regarding the banner in front of Doc Burnstein's Ice Cream Lab and that the
Union has agreed to take the banner down temporarily. He stated another meeting to discuss
the matter would be held tomorrow and hopefully the banner would stay down permanently.
Mayor Ferrara provided an update on the Brisco Interchange project and reported that an
Alternative plan is being presented which looks favorable.
Agenda Item 8.b.
Page 9
Minutes: City Council /Redevelopment Meeting
Tuesday, August 10, 2010
15. STAFF COMMUNICATIONS
Page 9
City Manager Adams reported that the City received late notice from the Lucia Mar Unified
School District that the YMCA would be taking over the childcare program at Harloe Elementary
School this year, which impacted some part -time City employees. He stated that any questions
about the Harloe childcare site should be referred to the School District, and that the City would
retain its childcare programs at both Branch and Ocean View Elementary Schools.
16. COMMUNITY COMMENTS AND SUGGESTIONS
None.
17. ADJOURNMENT
Mayor /Chair Ferrara adjourned the meeting at 9:00 p.m.
Tony Ferrara, Mayor /Chair
ATTEST:
Kelly Wetmore, City Clerk /Agency Secretary
(Approved at CC Mtg )
Agenda Item 8.b.
Page 10
IMRRATED
iu
.l1XY 10. 19111*
o N
M EMORANDU M
TO: CITY COUNCILREDE EL PMENT AGENCY BOARD OF DIRECTORS
F S
FROM: KELLY WETMO E, DIRECTOR I F LEGISLATIVE AND INFORMATION
SERVICESICITY CLEF +�L)
SUBJECT: CONSIDERATION GF CONFLICT OF INTEREST CODE BIENNIAL
REVIEW
GATE, SEPTEMBER 14, 2010
R ECOMMENDATION:
It is recommended that: 1 the city council adopt a Resolution amending the City of
Arroyo Grande's Conflict of Interest Code including an amended Appendix of Designated
Positions and Appendix of Disclosure Categories: and 2 the RDA Board o f Directors
receive and file the 2010 Redevelopment pment Agency Conflict of Interest biennial notice.
FINANCIAL IMPACT:
There is no fiscal impact.
BACKGROUND:
The California Political Reform rm Act requires every local government agency to adopt a
Conflict of Interest Cade "code ". The Code designates positions required to file
Statements o Economic Interests and assigns di categories specifying the
types of financial interests to be reported. Further, the code contains specific
provisions setting forth any circumstances under which designated positions or
categories of designated positions must disqualify themselves from making,
participating in the making, or using their official position to influence the making of any
decision.
Positions mandated by State laver to file disclosure statements and not required to be
listed in the Code include Mayors, Members of the city Council, candidates for City
offices, Members of the Planning Commission, City Manager, city Attorney, and City
Treasurer.
ANALYSIS OF ISSUES:
In 1987, the City adopted the State's standard Conflict of Interest Code by reference
which, along with the Appendix of Designated Positions and the Appendix of Disclosure
Categories, constitute the city of Arroyo Grande Conflict o f Interest code.
Agenda Item 8.c.
Page 1
CITY COUNCIL
CONFLICT of INTEREST EST CODE BIENNIAL REVIEW
SEPTEMBER 14, 2010
PAGE 2
Under the Political Reform Act, local agencies are required to review their Conflict of
Interest Code biennially to determine whether the Code is accurate, or if revision is
needed due to organizational changes, including the creation of new positions,
elimination of positions, position title changes, and/or relevant changes in the duties
assigned to existing positions. Once the determination has been made as to whether
changes to the Conflict of Interest Code are necessary, the code reviewing body (the
Council) must be notified no later than October 1 of even -- numbered rears.
A revision to the City's Conflict of Interest Appendix of Designated Positions is required
at this time due to position changes that have been approved by the Council since the
Code was last updated. These changes need to be reflected in the City's Conflict of
Interest Code to ensure that it is current. Changes proposed to be made to the City's
Appendix of Designated Positions include the following:
1. Remove the position of Director of Public Works
2. Remove the position of Public Works Inspector
3. Change title of Director of Building and Fire to Fire chief
4. Add the position of Fire captain
5. Change the title of Director of Parks, Recreation Facilities to Director of
Recreation n and Maintenance Services
6. Change the title of Director of Financial services to Director of Administrative
Services
7. Change title of Director o f Administrative Services to Director of Legislative and
Information Services
8. Add the position of Planning Manager
g. Modify the title of Executive Assistant to Executive Assistant /Deputy City Clergy
10. Remove a the position of Neighborhood services coordinator
Additionally, the Appendix (Disclosure Categories) has been modified and simplified
to make it more user - friendly and consistent with f=orm loo.
The Conflict of Interest Code for the Redevelopment Agency does not require any
amend ments at this time; therefore, staff recommends the Board of Directors receive
this information and authorize the filing of this memorandum as the official Arroyo
Grande Redevelopment Agency Conflict of Interest biennial notice.
ALTERNATIVES:
The following alternatives are provided for the City Council /Board of Director's
consideration:
• Adopt the Resolution and file the biennial notice;
• Modify as appropriate and adopt the Resolution and file the biennial notice; or
• Provide direction to staff.
Agenda Item 8.c.
Page 2
CITY COUNCIL
CONFLICT of INTEREST CODE REVIEW
IEW
SEPTEMBER 1 , 2010
PAGE 3
ADVANTAGES:
Adoption of the proposed Resolution tion will meet the provisions required by the Political
Reform Act concerning biennial - revie w of the Conflict of Interest Code. Filing of the City
of Arroyo Grande Redevelopment Agency Conflict of Interest biennial notice also results
in the City's compliance with the provisions of the Political Reform Act.
DISADVANTAGES:
There are no identified disadvantages related to adoption of the proposed Resolutions
and filing of the biennial notice as they are required by State lay.
ENVIRONMENTAL REVIEW:
IEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September 9, 2010. The
Agendas and report were posted on the City's website on Friday, September 10, 2010.
Agenda Item 8.c.
Page 3
RESOLUTION No.
A RESOLUTION UTION of THE CITY COUNCIL of THE CITY of ARROYO
GRANDE AMENDING THE CITY of ARROYO GRANDE'S CONFLICT of
INTEREST CODE INCLUDING AMENDED APPENDICES of
DESIGNATED POSITIONS AND DISCLOSURE CATEGORIES
WHEREAS, the Political Reform Act of 1974 (California Government Code sections 81000
et seq.j requires that governmental entities in the State of California adopt and promulgate
a Conflict of Interest code; and
WHEREAS, in 1987 the city of Arroyo Grande adopted a standardized Conflict of Interest
Code, incorporating by reference the terms of Title 2 of the California Code of Regulations,
Sections 18730 et seq., which contain the terms of a Standard conflict of Interest Code; an
Appendix of Designated Positions listing employees, officials, and consultants who make or
participate in the making of decisions that may foreseeably have a material effect on their
financial interests, and an Appendix of Disclosure Categories assigned to the Designated
Positions; and
WHEREAS, the Political Reform Act requires every local agency to review its Conflict of
Interest Code biennially to determine if it is accurate and' up -to -date or, to make
amendments to the Code when necessitated by changed circumstances; and
WHEREAS, EAS, it is necessary to make the following changes to the Appendix of Designated
Positions in the City's Conflict of Interest Code:
1. Remove the position of Director of Public Works
2. Remove the position of Public Works Inspector
3. change title of Director of Building and Fire to Fire chief
4. Add the position of Fire captain
5. Change the title of Director of Parks, Recreation & Facilities to Director of
Recreation n and Maintenance services
6. Change the title of Director of Financial services to Director o f Administrative
Services
7. change title of Director of Administrative services to Director of Legislative and
Information services
8. Add the position of Planning Manager
9. Modify the title of Executive Assistant to Executive Assistant/Deputy city clerk
10. Remove the position of Neighborhood services coordinator
WHEREAS, the city council has determined that the attached Appendices, marked Exhibit
"A" and Exhibit "B", respectively, both of which are incorporated herein by this reference,
accurately set forth those positions which should be designated and categories of financial
interests which should be disclosed.
NOW, THEREFORE, E, BE IT RESOLVED that the city Council of the city of Arroyo Grande
does hereby approve the amendments to the City's conflict of Interest Code as follows:
Agenda Item 8.c.
Page 4
RESOLUTION UTION No*
PAGE 2
1. The City's "Appendix of Designated Positions is hereby amended and, replaced
in its entirety with Exhibit "A", attached hereto and incorporated herein by this
reference.
2. The City "Appendix of Disclosure Categories ", attached hereto as Exhibit "E„
and incorporated herein by this reference, is approved.
E IT FURTHER ESOL ED that the terms of 2 California Code of Regulations Section
18730 et seq., duly adopted by the Fair Political Practices Commission, are hereby
incorporated by reference and with the attached Appendices shall constitute the Conflict of
Interest Code of the City of Arroyo Grande.
E IT FURTHER RESOLVED ED that this Resolution s upersedes Resolution fro. 4128
adopted September g, Zoo.
On motion by Council Member , seconded by council Member , and
on the following roll cell vote, to wit:
AIDES
NOES:
ABSENT:
The foregoing resolution was passed and adopted this day of September, 2010.
Agenda Item 8.c.
Page 5
RESOLUTION N .
PAGE
TONY FERRARA, MAYOR
ATTEST:
KELLY WETMORE, CITY CLEFT
APPROVED AS TO CONTENT:
STEVEN ADAMS, CITY MANAGE
APPROVED AS TO FORM:
TIMOTHY J. CARM E L, CITY ATTORNEY
I E
Agenda Item 8.c.
Page 6
CONFLICT OF INTEREST EST CODE
FOR THE CITY OF ARROYO GRANDE
The Political Reform rr Act Government Cede Section 81000, et seq., requires state and
local government agencies to adept and promulgate conflict of interest cedes.
The Fair Political Practices commission has adopted a regulation, 2 California code of
Regulations ns Section 18730, which contains the terms of a standard conflict of interest
code, which can be incorporated by reference in an agency's cede. After public notice
and hearing, it may be emended by the Fair Political Practices Commission to conform
to amendments in the Political Reform Act.
Therefore the terms of Title 2 of the California code of Regulations ns Section 18730 and
any amendments to it duly adopted by the Fair Political Practices Commission n are
hereby incorporated by reference, and along with the attached Appendices in which
officials and employees are designated and disclosure categories are set forth,
constitute the conflict of interest code of the city of Arroyo Grande,, which is considered
the "agency within the purview of this code.
Officials and designated employees shall file statements of economic interests with the
City Clerk of the city o Arroyo Grande, who shall be and will perform the duties of filing
officer for the city of Arroyo Grande and who will make the statements available for
public inspection and reproduction (Gov. cede Section 1008. Upon receipt of the
statements o f the city Council, Planning commission, city Manager, city Attorney, and
City Treasurer, the city Clerk shall male and retain a copy and forward the original of
these statements to the Fair Political Practices Commission. Statements of all other
officials and designated employees will be retained by the city Clerk in accordance with
State law.
Agenda Item 8.c.
Page 7
EXHIBIT ""
APPENDIX OF DESIGNATED POSITIONS
The following positions entail the making or participation in the making ing of decisions which may
fore eeably have a material effect on financial interests:
Designated Position :
Assistant city Engineer
Associate Engineer
Assistant Engineer
Senior Engineer
Fire chief
Fire Battalion Chief
Fire Captain
Building Official
Building and Fire Safety Inspector
Police Chef
Police Commander
Director of Recreation and Maintenance Services
Director of Administrative Services
Accounting Supervisor
Director of Legislative and Information Services
Information Technology Manager
Human Resources Manager
Director of Community Development
Planning Manager
Associate Planner
Assistant Planner
City Clerk
Executive Assistant/Deputy city Clerk
Assistant city Attorney
Architectural Review Committee Member
Downtown Parking Advisory Board Member
Historical Resources Committee Member
Parks and Recreation Commission ion Member
Traffic commission Member
conultant
Exempt official
Disclosure category
A,B,c
A,B,c
A
A 13
A,B,c
A,B,CJ
A,B,C
A
&B,c
A
&13
&B,c
A
A, B, c
A, B, C.
A, B, c
A, B, C
A
A
A
&B t c
B, C
B, C
A,B,C
A,B,C
A
B # c
AVB11C
B, c
Determined on case by case basis
A7B7C
In the evert that State law or regulations regarding the filing of Conflict of interest Statements should be
amended, this Exhibit shall be changed to include the designated position and category of each official as
required by said amendment.
Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest
disclosure category in the Code subject to the following limitation. The city Manager may determine in writing
that a particular consultant, although a "designated position ", is Erred to perform a range of duties that are
limited in scope and thus is not required to fully comply with the disclosure requirements described herin. Such
written determination shall include a description of the consultant's duties arid, based upon that description, a
statement of the extent of disclosure requirements. The City Manager's determination is a public record and
shall be retained for public inspection in the same manner and location as this Conflict of interest code.
4 Exempt Officials include the Mayor, Members of the City Council, candidates for city offices, Members of the
Planning Commission, City Manager, City Attorney, and City Treasurer who are all otherwise required to file
disclosure statements pursuant to State Law.
Agenda Item 8.c.
Page 8
EXHIBIT "B"
APPENDIX F DISCLOSURE CATEGORIES
CATEGORIES OF DISCLOSURE FOR
DESIGNATED EMPLOYEES
EES
The following shall be the categories of disclosure covered by this Policy:
A. Investments
California Fair Political Practices Committee "FPPC" Form 700,
Schedules A -1 and A -2
B. Interests in Real Property
FPPC Form 700, Schedule B
C. Income & Business Positions
FPPC Form 700, Schedule C, D, and E
The officials and employees covered by this policy shall each disclose the
categories A, B, and C as designated herein above set forth.
Agenda Item 8.c.
Page 9
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 8.c.
Page 10
4 OF �Ipo
I. LINCORPORATED
;JIf Y , of t ,
FO
To
FROM:
MEMORANDUM
DUM
CITY COUNCIL
STEVEN ADAMS, CITY MANAGER
SUBJECT: CONSIDERATION of APPOINTMENT To THE
TRANSPORTATION SPOT T ITION ADVISO COMMITTEE
DATE, SEPTEMBER 1 , 201
CITIZENS#
RECOMMENDATION:
1TION.
It is the recommendation of the Mayor that the City Council approve the appointment of
Steve Foss to the Citizens' Transportation Advisory Committee CTAC .
FUNDING:
There is no funding impact as a result of the proposed appointment.
B ACKGROUND:
The Citizens' Transportation Advisory Committee reviews and prepares
recommendations to the San Luis Obispo Council of Governments SL O G on all
phases of their transportation planning program, including transit, streets and roads,
bicycle facilities, airports, funding and plan preparation. Its membership is comprised of
appointments from each supervisorial district and each incorporated city, as well as four
at - large appointments made by SLOG.
ANALYSIS of ISSUES:
SL c G notified the city o August 10, 2010 that the city's representative, Jim
Carson, resigned from CTAC effective .duly 20, 2010. The position has since been
vacant.
The practice by some of the ether cities in SL O G has been to appoint members of
their transportation or traffic commissions, which was done by the City when
Commissioner Carson was appointed. This can be helpful since the members are
already informed and involved in establishing the City's transportation related programs,
policies and priorities. As a result, the vacancy was discussed at the August 16, 201
Traffic Commission meeting, and Commissioner Steve Foss expressed interest in filling
the position and has subsequently completed an Application for Appointment.
The position vacancy was also posted pursuant to State requirements. No other
applications have been received.
Agenda Item 8.d.
Page 1
CITY COUNCIL
CONSIDERATION OF APPOINTMENT TO CTAC
SEPTEMBER 14, 2010
PAGE 2
ADVANTAGES:
Es
The appointment of Commissioner Foss will provide a City representative informed and
involved in the City's traffic related programs, policies, and priorities.
DISADVANTAGES:
No disadvantages have been identified.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
1. Approve the appointment of Steve Ross to the CTAC;
2. Continue to seek other nominations;
3. Leave the position vacant; or
4. Provide direction to staff.
ENVIRONMENTAL ONMEI TAL F E IE1 :
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The agenda was posted in front of City Hall on Thursday, September 9, 2010 and on
the City's website on Friday, September 10, 2010.
Attachment:
1. Application for Appointment
Agenda Item 8.d.
Page 2
RECENED
ATTACHMENT 1 AUG 17 Z010
APPLICATION FOR APPOINTMENT AR C ; TY LERK
CITIZENS' TRANSPORTATION ADVISORY COMMITTEE (CTAC)
fIIE OF APPLI e zos 5
EAJ
RESIDENCE STREET ADDRESS: CITY: ZIP;
A 09 c Z.-
RESIDENCE TELEPHONE UMBER: BUSINESS TELEPHONE NUMBER
BUSINESS STREET ADDRESS: CITY: ZIP:
1. Are you a full - time paid officer or employee of local /state government (circle one) li if Yes,
where position
2 . Education:
3 . Present Occupation:
I �
4 . Membership in organizations:
5 . Please describe why you are Interested in searing on this committee. (Use reverse side for any
additional information — 200 words maximurn).
j4aO-1 _AL
6. Please describe other c ommunity activities that you have been involved in:
r cxe� A4,�
Foe M 'k o��jOZ9- a �� Iq Z Ar 0 C 6,c-; L,%-Y AC
*
t
7. Signature of appal n .
S . Date:
.! 5 �/' /0 7 'g el
*� 0.22010- 1 CWP Apawc y A*mWC CTAC APKXA7 CON FCOM.
rz�4.= c.
W! -W
Agenda Item 8.d.
Page 3
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 8.d.
Page 4
PAR
(/)0
INCORPORATED
.L Y 10 , 19 11 1
MEMORANDUM
To: CITY COUNCIL
FROM: FILLY WETMORE, DIRECTOR of LEGISLATIVE AND INFORMATION
SERICESCIT CLEF
SUBJECT: CONSIDERATION of APPROVAL OF AN AGREEMENT FOR
CONTRACTOR SERVICES WITH DATAARC, LLC
DATE: SEPTEMBER 1 , 201
RECOMMENDATION:
It is recommended the City Council approve and authorize the Mayor to execute an
Agreement for Contractor Services with DataAr , LLC ("Data Arc) for document imaging
(scanning) s ervices.
FINANCIAL IMPACT:
Funding for this project, in the amount of $1 00,000, is included in the City Hall relocation
project. This amount will also include related costs associated with upgrading the City's
La erfi he software program to manage and accommodate the increased volume of
scanned records; additional s oftware licensing requirements for the Communit
Development and Administrative Services Departments; and equipment (desk-top
scanners for ongoing in -house scanning, and a dedicated network data server).
Additional costs may be required for secure, off -site storage of bones containing paper
records that are determined to be permanent records and therefore should not be
destroyed.
BACKGROUND:
The Legislative and Information Services Department has been using the Laserfi he
document imaging system since 2000 to convert documents from paper to digital format
and has scanned most of its records with in - house staff and resources. Laerfihe is a
Windows-based records management software application that allows searching,
viewing, and printing of documents in the La erfi he repository. The data is currently
stored on a dedicated workstation platform which is connected to the City's network.
.
The records in Laerfiehe currently include City Council and Redevelopment Agency
Agenda Packets dating back to 1999, Resolutions, ordinances, Minutes dating back to
1911, Agreements, Contracts, Leases, and recorded documents. In addition, the City
out our ed the scanning of approximately 4,800 Engineering plans and naps in Zoo
and subsequently imported the data into the La erfi he repository.
Agenda Item 8.e.
Page 1
CITY COUNCIL
APPROVAL OF CONTRACTOR SERVICES AGREEMENT WITH DATAARC, LLC
SEPTEMBER 14, 2010
PAGE 2
As a result of the City reorganization and in anticipation of consolidating and relocating
City Hall staff to 30 E. Branch Street, staff identified a need to scan more paper
records into a digital format due to space limitations for file cabinets and to increase
staff accessibility to a broad range of records.
At its August 10, 2010 meeting, the City Council considered options for improvements to
the 300 East Branch street building necessary to move City Hall staff into the building.
The Council approved funding for installation of fire sprinklers and communications
equipment, as well as the scanning of files into a document imaging system. This would
allow a significant portion of the hard paper files at City Hall to be stored electronically,
reducing the space needed for file cabinet storage in the new building. This project also
meets a number of other long -terra goals for the City's Records ords tanager ent Program
by increasing staff efficiency by enhancing accessibility to frequently utilized documents,
improving customer service, and providing a method for backing up critical information
to ensure government continuity in the event of a disaster.
ANALYSIS of ISSUES:
Staff issued a Request for Proposals ( R FP) for document imaging (scanning) services
and three 3 proposals were subsequently received and evaluated based on criteria set
forth in the IFP.
This proposal includes expansion of the document imaging system by scanning and
importing existing documents, maps and plans contained in the following Departments:
Community Development, which includes Planning, Building, Engineering, and
Neighborhood Services; and Administrative Services, which includes Accounts Payable,
Utility Billing, Payroll, and Business Licensing. The firma selected will provide scanning
services as well as consult with City staff to determine the appropriate folder structure,
templates, and indexing fields for each record series. Staff has roughly estimated the
following quantity of records to be scanned. Most documents are letter and legal sized;
however, some files include oversized plans and drawings:
Division
Administrative Services
Building Division
Neighborhood Services
Engineering
Engineering
Planning
Planning Commission
Document ument Type # of Boxes*
Accounts Payable
20
Permits (Street files)
72
Closed Case files
Capital project files
Traffic Commission Minutes
n a
Project files
70
Minutes
na
of Record Books"
na
na
na
na
2
na
23
Standard sized Bankers Box
*. Record Books include double sided pages (letter andlor legal sized), approx. 500 pages per book
Additionally, approximately 1,000 sheets of Engineering plans and map (primarily 2 " X
36" need to be scanned.
Agenda Item 8.e.
Page 2
CITY COUNCIL
APPROVAL of CONTRACTOR SERVICES AGREEMENT EEMENT WITH DATAA C, LLc
SEPTEMBER 14, 201
PAGE 3
Upon evaluation of the proposals, it was determined that D t Arc provided the most
comprehensive and cost effective proposal which best meets the needs of the City. A
comparison of rates shows that Dat Arc provides the lowest cost per page for
document preparation, scanning, indexing, and for pick -up and delivery of records.
Additionally, they have direct experience with Laserfiche, and their facilities are located
in Santa Marian and San Luis Obispo which provides a significant reduction in cost for
transporting the records.
ALTERNATIVES:
The following alternatives are provided for the council's consideration:
1. Approve the Contractor Services Agreement with DataArc LLC;
2. Do not approve the contractor Services Agreement and direct staff to seek new
proposals for the scanning project; or
3. Provide direction to staff.
ADVANTAGES:
Scanning records into digital format and importing them into Laserfihe will reduce the
number of file cabinets needed for paper records, increase staff efficiency, and improve
customer service by providing a method to easily access and transmit records. In
addition, having the records digitized provides a method for backing up and storing
critical information to ensure government continuity in the event of a disaster.
DISADVANTAGES:
The only disadvantage identified is that original City records have to be transported off -
site and departments will not have immediate access to therm. However, DataArc has
procedures and methods in plane for providing access to documents during the
scanning process, at no extra charge. Records can be scanned and ema sled or hand
delivered to the city upon request. If files are too large to email, they will be uploaded
to a secure FTP website where they can be viewed and/or downloaded by staff.
ENVIRONMENTAL REVIEW:
IE W:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September g, 2010. The
Agenda and report were posted on the city's website on Friday, September 10, 201 o.
Attachment:
1. Agreement for Contractor Services
Agenda Item 8.e.
Page 3
AGREEMENT FOR CONTRACTOR SERVICES
THIS AGREEMENT, is made and
DATAARC, LLC "Contractor ", and
Corporation "City ". In consideration
herein, the parties agree as follows:
1. TERM
effective as of
the CITY of
of the mutual
This Agreement shall commence on
continue in effect until September 30, 2011
provisions of this Agreement.
2. SERVICES
ARROYO
covenants
2010
GRANDE, a
and condition
between
Municipal
set forth
September 15, 2010 and shell remain and
, unless sooner terminated pursuant to the
Contractor shall perform the tasks described and comply with all terms and
provisions set forth in Exhibit " A " , attached hereto and incorporated herein by this
reference.
3. PERFORM
Contractor shall at all times faithfully, competently and to the best of his /her
ability, experience and talent, perform all tasks described herein. Contractor shall
employ, at a minimum generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Contractor hereunder in
meeting its obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City's Director of Legislative and Information Services /city Clerk shell represent
City in all matters pertaining to the administration of this Agreement. Stan Miner shall
represent Contractor in all matters pertaining to the administration of this Agreement.
5. PAYMENT
The City agrees to pay the contractor in accordance with the payment rues and
terms also set forth in Exhibit "A", attached hereto and incorporated herein by this
reference.
6. SUSPENSION OR TERMINATION of AGREEMENT WITHOUT CAUSE
(a) The city may at any time for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Contractor at
least ten 10 days prior written notice. Upon receipt of said notice, the Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
Page 1
Agenda Item 8.e.
Page 4
If the City suspends or terminates a portion of this Agreement such suspension o
termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the City
shall pair to Contractor the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the City. Upon termination
of the Agreement pursuant to this Section, the Contractor will submit an invoice to the
City pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
( Bankruptcy or insolvency of any party;
(b) Sale of Contractor's business; or
(c) Assignment of this Agreement by Contractor without the consent of City.
( d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONTRACTOR
ACTOF
( a) The Contractor's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Contractor is in default for cause under the
terms of this Agreement, City shall have no obligation or dugs to continue compensating
Contractor for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Contractor. If such failure by the
Contractor to snake progress in the performance of work hereunder arises out of causes
beyond the Contractor's control, and without fault or negligence of the Contractor, it
shall not be considered a default.
(b) If the City Manager or his /her delegate determines that the Contractor is in
default in the performance of any of the terms or conditions of this Agreement, he /she
shall cause to be served upon the Contractor a written notice of the default. The
Contractor shall have ten (1 0) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Contractor
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
g. LANDS To BE OBSERVED. Contractor shall:
(a) Procure all permits and licenses, pair all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Contractor under this Agreement;
Page 2
Agenda Item 8.e.
Page 5
(b) Keep itself fully informed of all existing and proposed federal, state and
local laws, ordinances, regulations, orders, and decrees which may affect those
engaged or employed under this Agreement, any materials used in Contractor's
performance under this Agreement, or the conduct of the services under this
Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said lavers, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City's Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications,, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Contractor to comply with this section.
10. OWNERSHIP of DOCUMENTS
( a) Contractor shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts, and other such information required by City that relate
to the performance of services under this Agreement. Contractor shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Contractor
shall provide free access to the representatives of City or its designees at reasonable
times to such books and records; shall give City the right to examine and audit said
books and records; shall permit City to make transcripts therefrom as necessary; and
shall allow inspection of all work, data, documents, proceedings, and activities related to
this Agreement. such records, together with supporting documents, shall be maintained
for a period of three 3 years after receipt of final payment.
( b) Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reined, or otherwise disposed of by the City without the permission of the
Contractor. With respect to computer files, Contractor shall make available to the City,
at the Contractor's office and upon reasonable written request by the City, the
necessary computer software and hardware for purposes of accessing, compiling,
transferring, and printing computer files.
Page 3
Agenda Item 8.e.
Page 6
11. INDEMNIFICATION
(a Indemnification for Professional Liabilit When the law establishes a
professional standard of cane for contractor's Services, to the fullest extent permitted by
law, Contractor shall indemnify, protect, defend and hold harmless city and any and all
of its officials, employees and agents "Indemnified Parties" from and against any and
all losses, liabilities, damages, costs and expenses, including attorney's fees and costs
to the extent same are caused in whole or in pant by any negligent or wrongful act, error
or omission of contractor, its officers, agents, employees or subcontractors or any
entity or individual that contractor shall bear the legal liability thereof) in the
performance of professional services under this agreement.
(b Indemnification for other Than Professional Lia other than in the
performance of professional services and to the full extent permitted by law, contractor
shall indemnify, defend and hold harmless City, and any and all of its employees,
officials and agents from and against any liability (including liability for claims,, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs, and expert witness fees),
where the serve arise out of, are a consequence of, or are in any way attributable to, in
hole or in pant, the performance of this Agreement by contractor or by any individual
or entity for which Contractor is legally liable, including but not limited to officers, agents,
employees or subcontractors of contractor.
(c) General Indemnification Provisions. contractor agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subcontractor or any other person or entity involved by, for, with or
on behalf of Contractor in the performance of this agreement. In the event contractor
fails to obtain such indemnity obligations from others as required here, contractor
agrees to be fully responsible according to the tens of this section. Failure of city to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend city as set forth here is binding on the successors, assigns or heirs of
Contractor and shell survive the termination of this agreement or this section.
12. INSURANCE
Contractor shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit "B" attached hereto and
incorporated herein as though set forth in full.
13. INDEPENDENT CONTRACTOR
(a) contractor is and shall at all times remain as to the city a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Contractor shall at all times be under contractor's exclusive direction and control.
Page
Agenda Item 8.e.
Page 7
Neither City nor any of its officers, employees', or agents shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents, except as
set forth in this Agreement. Contractor shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Contractor shall not incur or have the power to incur
any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor in connection with
performance of this Agreement. Except for the fees paid to contractor as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to contractor
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Contractor for injury or sickness arising out of performing services
hereunder.
14. UNDUE INFLUENCE
Contractor declares and warrants that no undue influence or pressure was o r is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City of Arroyo Grande will receive compensation, directly or
indirectly, from Contractor, or from any officer, employee or agent of Contractor, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at laver or in equity.
15. No BENEFIT To ARISE To LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his /her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub - agreement, or the proceeds thereof, for work to be performed
in connection with the project performed under this Agreement.
16. RELEASE of INFORMATION/CONFLICTS of INTEREST
(a) All information gained by contractor in performance of this Agreement shall
be consid confidential and shall not be released by Contractor without City's prior
written authorization. Contractor, its officers, employees, agents, or subcontractors,
shall not without written authorization from the City Manager or unless requested by the
City Attorney voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
City. Response to a subpoena or court order shall not be considered `voluntary"
provided contractor gives City notice of such court order or subpoena.
Page
Agenda Item 8.e.
Page 8
( b) Contractor shall promptly notify City should Contractor, its officers,
employees, agents, or subContractors be served with any summons, complaint,
subpoena, notice o f deposition, request for documents, interrogatories request for
admissions, r other discovery request, court order, or subpoena from any person o
party regarding this Agreement and the work performed thereunder or with respect t
any project o property located within the City. City retains the right, but has no
obligation, to represent Contractor and be present at any deposition,, hearing, or
similar proceeding. Contractor agrees to cooperate fully with City and to provide the
opportunity to review any response to discovery requests provided by Contractor.
However, City's right to review any such response does -net imply or mean the right by
City to control, direct, or rewrite said response.
1. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by l personal service, ( ii)
delivery by a reputable document delivery service, such as but not limited t, Federal
Express, rrhi h provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To City: City of Arroyo Grande
Deily Wetmore, City Clerk
214 E. B Street
Arroyo Grande, CA 93420
To Contractor: DataArc, LLC
Stan Miner, Principal
2295 A Street
Santo Maria CA 93
18. ASSIGNMENT
The Contractor shall not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
19. GOVERNING LA1
The City and Contractor understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the superior or federal district court with
jurisdiction over the City of Arroyo Grande.
Page
Agenda Item 8.e.
Page 9
2 . ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the Obligations of the parties described in this Agreement. All prior Or contemporaneous
agreements, understandings, representations, and statements, Or written, are merged
into this Agreement and shall be Of no further force o r effect. Each panty is entering into
this Agreement based solely upon the representations set forth herein and upon each
party's own independent investigation Of any and all facts such party deems material.
21. Ti
City and Contractor agree that time is Of the essence in this Agreement.
22. CONTENTS OF REQUEST UEST FOIE PROPOSAL AND PROPOSAL
Contractor is bound by the contents of the proposal submitted by the Contractor,
Exhibit "A", attached hereto and incorporated herein by this reference. In the event Of
conflict, the requirements Of City's Request for Proposals and this Agreement shall take
precedence Over those contained in the Consultant's proposals.
23. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule Of construction to the effect that ambiguities are to be
resolved against the drafting party shall net apply in the interpretation Of this Agreement
o any amendments o exhibits thereto. The captions of the sections are for
convenience and reference Only, and are not intended to be construed to define Or limit
the provisions to which they relate.
24. AMENDMENTS
ENTS
Amendments to this Agreement shall be in writin and shall be made only with
the mutual written consent of all of the parties to this Agreement.
25. AUTHORITY TO EXECUTE THIS AGREEMENT
The person Or persons executing this Agreement on behalf of Contractor
warrants and represents that he /she has the authority to execute this Agreement on
behalf of the Contractor and has the authority to bind Contractor to the performance Of
its obligations hereunder.
Page
Agenda Item 8.e.
Page 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ARROYO CRA Z E CONTRACTOR
Tong Ferrara, Mayor
r
Attest:
Kelly r Ile m re, City Clerk
Approved A To Form:
Timothy J. Carmel, City Aft me r
Page
Its:
{Title}
Agenda Item 8.e.
Page 11
EXHIBIT
SCOPE OF WOR
Page g
Agenda Item 8.e.
Page 12
EXHIBIT
1_� scov of Services
t rc
City of Arroyo Grande
DATE: 6/14/2010
RE: i FP Do cument imaging (Scanning) Services
Estimated limit
Item Description Quantity* Cost Unit
101A Document Preparation: 467, $0 .020 per sheet
Total $ 9,358. 00
Remove al staples and paper - clips. Tape torn documents as needed in order for them to pass through scanners. Prior to scanning, each document will be removed from the
original file foiders and separated by a bar code sheets. Empty file folders will be returned to the same box and in the same chronological order they were rernoved. Paper
from 8.5"X14" and smaller, will be separated from >11"W" for large & small format scanning.
1016 Scan Various Documents: 9.5"XI and smaller 445,304 $0.040 per image
Total $17,812.14
Documents shall be scanned at 300 dpi in Croup 4 multi -page TIFF format. The individual documents, separated by barcodes, will be returned to the same box in the same
chronological order they were removed, but will not be resta pled nor put into corresponding originat file folders, image is one page side. Duplex (double sided counts as
two pages).
1010 Scan Various Plans: C, D and E Size 22,597 $0.600 per sheet
Total $13,557.90
Scan and convert Drawings to a minimum of 300 dpi Croup IV TI F image format. Plan sheets not to exceed 5" in width. Drawings may be of I ylar, vellum, sepia or paper
medium.
102-A Multi- Paging � indexing: All Dept except E�ng Plans /Maps
466,900 $0.025 per image
Total $i1,f 7.50
Croup associated images into a single multi -paged TIFF image. Index up to two fields at total 0 characters or less plus other fields as provided in electronic table by the City
Large Format Images will joined with small format files at end of the file. image is one page side. Duplex (double sided counts as two images). Additional Index fields at
$0.015 per ImoSe.
1028 Indexing. Engineering Drawings 1,000 $0.350 per image
Total $350.
Croup associated images into a single multi -paged TIFF image. Index seven (7) fields the same as indexed for previous 4,8W engineering drawings.
103A OCR Inducted in below total 446,304 $0.010 per ima e
Non Proofed CI R of small format document images Total $4,453.04
467,900 $0.005 per image
104A L�aserFiche Format
Total $2,339.50
Provide Images and index in LaserFiche Vo#umes for direct import into City's LaserFiche Record Management System
105A Pick -up, delivery and return of original documents. $25,00 per tri
Pickup in Company vehicle. Minimum 10 boxes per pick -up - no charge Total $0.00
106A CD set with scanned images. 1 $7.50 per CD
Duplicates are at additional charge of $5.00
106E DVD set with scanned images. 1 $15.00 per D D
Duplicates are at additional charge of $10.00
Grand Total 65,090.04
Notes:
1* Estimated quantity is based on Information by measurement. Your actual quantities will nary. Client wili be only charged for items scanned /converted.
Scanning will be "Line Art Format" unless otherwise noted. "Color" can be quoted as separate line itern
Above total does not include applicable Was tax
4 Price includes three month storage. Documents will be recycled three (3) months after job completion. It is the client's responsibility to contact DataArc to return files prior
to end of 3 month period prior to file destruction.
DataAr , LLC 880 -B Via Esteban, San Luis Obispo, CA 93401 (805) 928 -5175 (P) (805) 9 (F)
A CRS Company 2295 A t., Santa Maria, CA 93455 /- g� g L �S. om (e)
Page 13
f F o s
os
INSURANCE E UI EME1 TS
Prior to the beginning of and throughout the duration of the work, Contractor will
maintain insurance in conformance with the requirements set forth below. Contractor
will use existing coverage to comply with these requirements. if that existing coverage
does not meet the requirements set forth here., Contractor agrees to amend,
supplement or endorse the existing coverage to do so. Contractor acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum
amount of coverage required. Any insurance proceeds available to City in excess of the
limits and coverage required in this agreement and which is applicable to a given loss,,
will be available to City.
Contractor shall provide the followings types and amounts of insurance.
Commercial General Liability Insurance using Insurance Services office "Commercial
General Liability" policy from CG oo 01 or the enact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto coverage on ISO Business Auto Coverage from CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If contractor owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. if Contractor or Contractor's employees will use personal autos
in any gray on this project, contractor shall provide evidence of personal auto liability
coverage for each such person.
Workers Compensation on a state - approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated to protect against acts, errors or
omissions ion of the Contractor and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must Spay
on behalf of the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Page 10
Agenda Item 8.e.
Page 14
Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A. M. Bests rating of - or better and
a minimum financial size 1111.
General conditions pertaining to provision of insurance coverage by Contractor.
Contractor and City agree to the following with respect to insurance provided by
Contractor:
1 . Contractor agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials
employees and agents, using standard Ise endorsement No. CG 2010 with an edition
prior to 1992. Contractor also agrees to require all Contractors, and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Contractor, or Contractor's employees, or agents, from warring the right of
subrogation prior to a loss. Contractor agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Contractors
and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. to liability policy shall contain any provision or definition that would serge
to eliminate so- called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any Contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contractor shall not make
any reductions in scope of coverage e.g. elimination of contractual liability or reduction
of discovery period) that may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Contractor's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
Page I I
Agenda Item 8.e.
Page 15
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contractor or deducted from sums due Contractor, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Contractor agrees to require its insurer to modify
such certificates to delete any e wording stating that failure of the insurer to
email written notice of cancellation imposes no obligation, or that any party will
Ilendeavor ( opposed to being required) to comply with the requirements of the
certificate.
g. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contractor or any subcontractor, is intended to
apply first and on a primary noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Contractor agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by Contractor,,
provide the same minimum insurance coverage required of Contractor. Contractor
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Contractor agrees that u pon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
1 1 . Contractor agrees not to self- insure or to use any self - insured retentions
or deductibles on any portion of the insurance required herein and further agrees that it
will not allow any Contractor, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project contemplated by
this agreement to self - insure its obligations to City. If Contractor's existing coverage
includes a deductible or self - insured retention, the deductible or self- insured retention
must be declared to the City. At the time the City shall review options with the
Contractor, which may include reduction or elimination of the deductible or self - insured
retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the terra of the contract to
change the amounts and types of insurance required by giving the Contractor ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Contractor, the City will negotiate additional compensation
proportional to the increase benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this Agreement.
14. Contractor acknowledges and agrees that any actual o alleged failure on
the part of City to inform Contractor of non - compliance with any insurance requirements
Page 12
Agenda Item 8.e.
Page 16
in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
15. Contractor will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Contractor shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been reneged or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contractor's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Contractor under this agreement. Contractor expressly agrees not to
use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as
a waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all - inclusive.
19. These insurance requirements are intended to be separate and distinct
from any other provision in this agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Section.
21. Contractor agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Contractor for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
Page 13
Agenda Item 8.e.
Page 17
22. Contractor agrees to provide immediate notice to City of any claim or loss
against Contractor arising out of the work performed under this agreement. City
assures no obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim o claims if they are likely to involve City.
Page 14
Agenda Item 8.e.
-Page 18
J INCORPORATED 7
7.
It JUL - f 10. 1011 }
, F0R
MEMORANDUM
To: CITY COUNCIL
FROM: KELLY WETMORE, DIRECTOR OF LEGISLATIVE AND INFORMATION
SERVICESJCITY CLERK
•t«/l!
BY: WALT CUZJCK, INFORMATION TECHNOLOGY MANAGER
SUBJECT: CONSIDERATION OF APPROVAL OF FUNDING FOR INFORMATION
TECHNOLOGY ([T) MANAGED SERVICES, AND WORK MANAGEMENT
SYSTEM TRAINING
DATE: SEPTEMBER 14, 2010
RECOMMENDATION:
It is recommended the city Council appropriate $7,000 from the General Fund for
Information Technology (IT) Managed Services and Work Management System.
FINANCIAL IMPACT:
Funding is recommended to be appropriated from the General Fund. The existing
budget for FY 2010 -11 has excess projected revenues that will cover this amount and
maintain a balanced budget.
BACKGROUND:
The city began contracting for IT support services from the county of San Luis Obispo
in December, 2000, which was successful in addressing a number of needs the City
had identified in managing its computer system. Prior to that time,, the city employed a
full -time computer technician. In April, 2005, the county notified the city they would be
installing an operating system different from the city and would be phasing out the
program of providing computer support for outside agencies. Due to overhead costs
charged by the county, it was also determined that it would be more cost efficient to
Dire the employee assigned by the county as the City's IT Manager, which was
recommended and approved. However, a contract with the county was maintained for
backup support on an as needed basis. In ..duly, 2007, an Associate Planner was also
assigned on a part -time basis to IT to provide supplemental applications support
primarily for the city's web site, GIS system, and planning functions.
In order to enhance services and increase efficiency, the city's automated systems
have expanded during the past several gears. Additional servers have been added to
Agenda Item 8.f.
Page 1
CITY COUNCIL
CONSIDERATION OF APPROVAL OF FUNDING FOR INFORMATION TECHNOLOGY
(IT) MANAGED SERVICES, AND WORK MANAGEMENT SYSTEM TRAINING
SEPTEMBER 14, 2010
PAGE 2
the system, the GIS system has been expanded, the planning and building permit
functions have been automated, support for the Police Department's system has been
increased, and the city is now providing IT support for the entire Five cities Fire
Authority.
On March g, 2010, the city council approved a Service Agreement with online
Solutions LLC to implement the citizenServe e- government software solution, which
includes a Work Management module to be utilized by Maintenance and Parks
Department staff. Prior to implementation, design criteria will be required from city staff
to assure a system that best meets the needs of the city.
ANALYSIS of ISSUES:
The city's IT environment has grown rapidly over the past 10 years and demand to
implement new technology has increased. As a result, the ability to effectively support
existing systems with limited IT staff has become a challenge. Meanwhile, budget
constraints have limited the ability to add staff to meat this demand. county staff have
been helpful in consulting on special issues, but are not well equipped to independently
address needs since they are no longer involved with the system on an ongoing basis.
Since the city essentially has only one employee to manage the city's computer
network, it presents an even more significant deficiency when he is unavailable or on
leave.
Of the recommended funding, $5,000 is requested to provide IT managed services on a
contract basis. This would achieve the following objectives:
• create a resource to provide maintenance and engineering support on an as-
needed basis in order to assist when there its a backlog of work and pending
priorities;
• Assist the IT Manager with limited day -to -day support tasks and project work to
accomplish identified goals on schedule;
w Fill in during planned /unplanned absences (vacations, sick leave, etc.) to provide
the city continuity of critical IT support services at all times.
The remaining $2,000 will be used for consultant services to assist in designing the
basis for the Work Management System, which will be a valuable tool in increasing
productivity, accountability, efficiency and the most effective allocation of personnel and
financial resources. The system will enable maintenance supervisors to better track
and measure performance and to provide ongoing reports on resources required to
achieve goals and objectives. This will be instrumental in making strategic decisions on
resources necessary to achieve identified service levels and how best to assign staff to
achieve objectives in the most effective way.
Agenda Item 8.f.
Page 2
CITY COUNCIL
CONSIDERATION OF APPROVAL OF FUNDING FOR INFORMATION TECHNOLOGY
(IT) MANAGED SERVICES, AND WORK MANAGEMENT SYSTEM TRAINING
SEPTEMBER 14, 2010
PAGE 3
To accomplish this, it is first necessary to prepare an inventory of tasks and standards
for time and staffing requirements to accomplish each task. This will allover staff to enter
work orders and. measure actual performance utilizing the established standards. It is
recommended to utilize independent consultant services to assist staff with the process
of developing these standards, which is a critical step in establishing a useful system.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
1. Approve the appropriation for IT Managed Services and Work Management System
training ;
2. Do not approve the appropriation; or
3. Provide direction to staff.
ADVANTAGES:
The use of IT Managed Services will create an avenue for progression, while freeing up
time to maintain and support existing systems. In addition, the relationship established
through the use of a single provider will provide a support resource during
planned/unplanned absences. Providing consultant services for the Work Management
module will help City staff assure initial system design meets all criteria necessary to
implement a functional work management system.
DISADVANTAGES:
Gammon disadvantages associated with Managed Service Providers (M1SPs) include a
lack of consistency within the IT environment, system security,, and associated fees. To
address these potential shortfalls, consistency and system security will be established
by utilizing a single MISP and associated fees will be managed by the IT Manager by
implementing a pay- as- you-go pricing model.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September g, 2010. The
Agenda and report were posted on the City's website on Friday, September 10, 2010.
No public comments were received.
Agenda Item 8.f.
Page 3
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 8.f.
Page 4
RO
X .
INCORPORATE
MEMORANDUM
MY 10. loll
'ItI
To: CITY COUNCIL
FROM: STEVEN N. ANNIBALI, CHIEF OF POLICEI'-Q
SUBJECT: CONSIDERATION of APPROVING AN AUCTION SERVICES
DISPOSITION AGREEMENT AND ADDENDUM To AUCTION
SERVICES DISPOSITION AGREEMENT WITH "'Pro ert R .c m
(PRC)
DATE: September 14, 2010
RECOMMENDATION:
It is recommended that the City Council approve and authorize the City Manager to
execute an Auction Services Disposition Agreement and Addendum to Auction
Services Disposition Agreement with PropertyRoom.corn (PRC) for the purpose of
consigning property and evidence items.
FINANCIAL IMPACT:
There is no cost or fees associated with services provided by Pi c. The projected increase
in revenue for the City of Arroyo Grande will be based on the following:
For each item of property sold by PRO, the City of Arroyo Grande will be credited
with 0% of the fiat $1,999.99 of the winning bid,
9 And % of the ginning bid portion, if any, that exceeds $1,999.99.
BACKGROUND:
The Arroyo Grande Police Department has occupied the sane facility since 1973, with a
building expansion completed in 1989. Since 1989, the amount of property stored for the
purposes of evidence and for safekeeping has increased dramatically. However, the
amount of storage space has remained the same.
In addition to storing property held for evidence and safekeeping in the secure property
room within the building, the Arroyo Grande Police Department must store property in
areas not specifically designed for this purpose, including offsite locations. In an effort to
minimize the impact of property storage, it is the policy of the Arroyo Grande Pollee
Department to destroy property after the statute of limitations to hold such property has
expired.
Agenda Item 8.g.
Page 1
CITY COUNCIL
CONSIDERATION of EXECUTING AN AUCTION
AGREEMENT AID ADDENDUM To AUCTION
AGREEMENT WITH "Pr ertyl om.c m" PRC
SEPTEMBER 14, 2010
PAGE
SERVICES DISPOSITION!
SERVICES DISPOSITION
ANALYSIS SIS of ISSUES:
The current auction process for disposing of property is time consuming and labor
intensive. The Arroyo Grande Police Department does net have adequate and secure
storage space for the purposes of storing and safekeeping property seized as evidence.
This issue hays created an environment for which alternatives must be e piored in order to
reduce potential impacts on existing criminal cases.
The Arroyo Grande Police Department will receive detailed monthly financial reports
depicting the sale price of all items disposed of during the period.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
Recommended Al emati e: Accept staff's recommendation to approve and
authorize the City Manager to execute an Auction Services Disposition Agreement
and Addendum to Auction Services Disposition Agreement with PPC.
Do not approve staffs recommendation;
e Modify as appropriate and approve staff s recommendation; or
* Provide di rection to staff.
ADVANTAGES:
The proposed recommendation will streamline the process for disposing of- surplus
property and result In no loss in revenue to the City of Arroyo Grande. Items disposed
through PC will produce a timely revenue stream to the City General Fund as identified
within the "Financial Impact 'x section of this report. This is due to P C's access to millions
of potential buyers through their online format.
PC is an industry leader, contracting with more than 1,800 police, sheriffs, and
municipalities in 47 states. Some of the local law enforcement agencies utilizing PRC
include:
Atascadero Police Department
0 Morro Bay Police Department
Paso Robles Police Department
Pismo Beach Police Department
Agenda Item 8.g.
Page 2
CITY COUNCIL
CONSIDERATION of EXECUTING AN AUCTION
AGF ENT AND ADDENDUM To AUCTION
AGREEMENT WITH "Pr pert Room.com" PRC
SEPTEMBER 1 , 2010
PAGE 3
• San Luis Obispo Police Department
• San Luis Obispo County Sheriff's Department
• Santa Barbara County Sheriffs Department
Santa Maria Police Department
UC Santa Barbara Police Department
SE DISPOSITION
SERVICES DISPOSITION
PRC offers timely pick up and removal of designated property from the City of Arroyo
Grande. This includes large items and equipment tors /hauls. Frequent pick -up's sage
the City from extended storage and handling requirements. Because PC has contracts
with many agencies in our area, we do not have to gait for a full truck load as is the current
practice.
DISADVANTAGES,
There were no disadvantages discovered in this recommendation.
ENVIRONMENTAL REVIEW:
This item is a erupt from CE QA per CE DA Guidelines Section 15061 b ) (3).
PUBLIC NOTIFICATION AND COMMENTS:
TS:
The public impacted by this proposal is the Arroyo Grande Police Department service
population. The Agendas was posted in front of City Hall on Thursday, September g, 2010.
The Agenda and report were posted on the City's website on Friday, September 1 O 2010.
Attachments:
1. PRC Auction Services Disposition Agreement
2. Addendum to Auction Services Disposition Agreement
Agenda Item 8.g.
Page 3
ATTACHMENT 1
AUCTION SER'V'ICES DISPOSITION AGREEMENT
TERMS AND CONDMONS
r "
Auction Services i po ition Agreement
These Terms and Conditions set forth the terms upon which PropertyRoorn.corn, Inc., a Delaware corporation
("PR C"), will handle the auction and disposition of Property provided from time to time by the Contracting
Organization or any Sister Agency of the Contracting Organization aointly and severally, the "Owner") to PI (the
"Disposition Services) on behalf of, and as agent for, the Owner.
These Terms and Conditions may be accepted by PR C, on one hand, and the organization to which the Services are
provided (the "Contracting organization"') on the other hand, by (i) the execution of a written agreement expressly
incorporating these terms, together with any attachments or addenda expressly incorporated therein (the
"Executed Documentation ", (ii ) the presentment of these Terrors and Conditions as part of a proposal letter,
proposal documentation or other written submission signed by PRC and acceptance in writing (whether by letter,
facsimile or e-mail) of such materials by the Contracting Organization without modification (the 'Transaction
Documentation "), (iii) the presentment of these Torras and Conditions as part of a proposal letter, proposal
documentation or other written correspondence signed by PRC and the subsequent submission by the Contracting
Organization of Property to PRC for the performance of Disposition Services. These Terns and Conditions may also
be accepted by any municipal, county or state governmental agency located in the state in which the Contracting
Organization is located (each a "Sister Agency") by the submission by the Sister Agency of Property to PRC for the
performance of Disposition Services pursuant to the terms and conditions of an Agreement between PRC and the
Contracting Organization.
The agreement between the PRC and the Owner (the . "Agreement") consists of these Terms and Conditions and (i)
if any Executed Documentation exists, such Executed Documentation, (ii) if no Executed Documentation exists but
Transaction Documentation exists, such Transaction Documentation. If neither Executed Documentation nor
Transaction Documentation exists, then the Agreement shall consist solely of these Terms and Conditions. The
Agreement, as so defined, collectively comprises the entire agreement between PRC and the Owner relating to the
subject of the Agreement and supersedes any prior understandings, agreements or representations by or between
the parties, written or oral, which may be related to the subject matter hereof in any wary. The Agreement cannot
be modified except in writing by the duly authorized representatives of PRC and the Contracting Organization.
1. Property to Be Sold. From time to time, Owner will designate items of property (the ` "Property") that it desires
to provide to PRC for Disposition Services. PRC retains the right to accept or reject certain items as Property in
its sole discretion.
2. Tine to Property. Owner shall retain legal title to the Property until it is purchased by auction or otherwise
disposed of in accordance with the Agreement at which time Owner will be deemed to have transferred title
to the purchaser or other acquirer of the item of Property (the "Buyer"). Owner appoints PRC as its
1f 10
Agenda Item 8.g.
Page 4
AUCTION N SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
representative and instrumentality to hold and offer for sale on Owner's behalf the Property, in accordance
with the Agreement. In connection therewith, Owner appoints PRC as its attorney -in -fact to sign any and all
documents necessary to assign to Buyers all of O wner's right, title and interest in and to Property sold or
disposed. wner's Property shall, at all times before sale or disposition, be subject to the direction and control
of Owner. Cash receipts, accounts receivable, contract rights, notes, general intangibles, and other rights to
payment of every kind, arising out of the sales and dispositions of Property (collectively the "Proceeds ")
belong to Owner, subject to payment of amounts owned by Owner to PRC and to third parties pursuant to the
Agreement, which amounts shall be disbursed by PRC on behalf of Owner as provided in the Agreement.
3. Method of Selling Property.
a. Portable Property Items. PRC gill, on Owner's behalf as its representative, pick -up, store and list Property
for sale by auction to the public on the Internet on one or more domain names selected by PR C. To the
extent that any Property is not sold by auction, PRC may, in any commercially reasonable manner selected
by PR C, dispose of Property. PRC will determine all aspects, terms and conditions of auctions of Property
and dispositions of Property not purchased at auction, subject to the ultimate control of Owner. PRC will
handle all phases of submitting the Property for auction, including, but not limited to, determining when
Property will be auctioned, setting the opening and reserve prices of Property, if any; setting the length of
time Property will be auctioned; creating text and graphics to describe and depict Property submitted for
auction; collecting Buyer information (such as name, billing address, shipping address, and credit card
Information); approving Buyer credit card purchase transactions; and collecting auction proceeds for
completed sales from Buyers. PRC shall use reasonable commercial efforts in auctioning and selling the
Property on the Internet and disposing of Property that does not sell at auction. PRC skull sell and dispose
of all Property "as is" without any liability to the O wner. PRC is solely responsible for identifying and
resolving sales and use tax collection issues arising from Property sales, including the necessity of charging
and collecting such takes.
b. Large Property Items. PRC will,, at Owner`s request and on Owner's behalf as its representative, list
physically large Property ( "barge - Items ") for sale by auction, including but not limited to cars, trucks,
boats, planes and bulk lots of bicycles. For Large-Items,, PRC offers Owner different selling options ("Gold"
and `'Platinum "), each with different service components and associated pricing.
(1) In -Place Options. For Gold, PRC will auction Large -Items in- place, and in this context, `yin- place"
means that PRC will not pick -up and store these specific Items but rather O wner will maintain
physical control until transfer of title to such urge - Items to Buyers.
( Haul-away option. For Platinum, PRC will, in conjunction with an agent or subcontractor of PRC and
to the extent practical, pick-up and haul-away Large - items, selling via online auction and transferring
title and physical possession to Buyers as described in Portable Property Items.
(3 ) Marge- Item Service Summary. The Large -item Auction Services Option Table below depicts service
components associated with each option.
of to
Agenda Item 8.g.
Page 5
AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
Method of Selling Property: Large - Item Auction Services option Table
SERVICE COMPONENT C
Cold p
platinum*
1. List Large -item for online auction P
PRC P
PRC.
2. Checklist review and coordination P
PRC P
PR
3. Listing write-up and marketing P
PRC P
PR
4. Auction and auction technology management P
PRC P
PR
5. Customer Support to Bidders P
PRC P
PR
6. Coordinate Buyer payment and Large -Item pick-up P
PRC P
PR
7. Transaction (payment) processing P
PRC P
PR
g. Photographing, vehicle review, equipment description O
Owner P
P1
9. Provide or procure asset title documentation, as applicable O
Owner O
Owner ' `
10. Pick -up and haul-away for off - premises online auction P
P#
PRC provides its Platinum service in cooperation with Copart, inc., (" PRT ") a publicly traded US company with over
140 geographically - dispersed vehicIe storage facilities.
** At Owner request, PR C and CP i T will acquire title documentation through an agent or subcontractor of P RC.
4. Term and Termination.
a. The Agreement will become effective upon formation (the "Effective Date ") and will continue for are initial
terra of one (1) year from the Effective Date and thereafter will automatically renew for consecutive one
(1) year terms unless written notice of non - renewal is provided by either party to the other at least sixty
( o) days prior to the expiration of the then current term.
b. The Agreement may be terminated if there is a breach by either party of any obligation, representation or
warranty contained in the Agreement, upon thirty 0) days prig written notice to the other party unless
the breach is cured within the thirty (30) day period, provided, however, if the breach is not capable of
being cared within thirty (36) days, the breaching party will have a reasonable amount of time to cure the
breach if it begins to cure during the thirty (30) day period and proceeds diligently thereafter. The written
notice will specify the precise nature of the breach.
c. The rights of the parties to terminate the Agreement are not exclusive of any other rights and remedies
available at law or in equity, and such rights will be cumulative. The exercise of any such right or remedy
will not preclude the exercise of any other rights and remedies.
d. Notwithstanding any termination by either party of the Agreement, PRC will continue to remit the
Proceeds arising under the Agreement (net of amounts owed by Owner to PRC and to third parties
pursuant to the Agreement) inn connection with any sales made before the effective date of the
termination. At the time of termination, any unsold inventory shall continue to be auctioned by PRC or
disposed on behalf of Owner or returned to Owner, at Owner's election and cost.
3of10
Agenda Item 8.g.
Page 6
AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
Allocation of Sales Proceeds.
a. Portable Property Items
(1) Sales Price. The total amount of Proceeds paid by Buyer shall be called the "Sales Price." The Sales
Price shall include the winning bid amount (the "Winning Bid's) and all costs, shipping and handling
charges, taxes, and insurance costs associated with the transaction and paid by Buyer.
() Transaction Costs. PRC shall utilize all costs, shipping and handling charges, takes, and insurance
costs collected from the Buyer (other than the Winning Bid) to pay or remit such costs, shipping and
handling charges, taxes, and insurance costs on behalf of Owner and Buyer, as applicable.
() PRC Commission. For each item of Property, Owner will pay to PRC (by deduction pursuant to the
section titled "Payment Terms" below) a fee (the "PRC Commission") equal to fifty percent (50%) of
the first $1,000 of the Winning Bid and twenty five percent (25%) of the Winning Bid portion, if any,
that exceeds $1,000. The amount of the Winnin'g Bid remaining after deduction and payment of the
PRC Commission will be called `Owner's Gross Proceeds ".
4 Prooe ing Costs. Credit card processing costs ("'Credit Card Cost) and affiliate processing fees (the
"Affiliate Fees," which include commissions and processing costs paid to third parties IF such a third
party sent the winning bidder to the wrebsite), will be borne by Owner and PRC in proportion to the
ratio o f Owner's Gross Proceeds to PRC Commission. Owner's portion of Credit Card Cost and
Affiliate Fees (collectively, the "Processing Costs ") will be paid by PRC to applicable third parties on
Owner's behalf.
() Net Proceeds. The amount of the winning Bid paid to Owner after deduction and payment of the PRC
Commission and Processing Costs will be called "Owner's Net Proceeds.
Portable Item temple. The following example illustrates allocation of proceeds from a Portable Property
Item sale. Assume an item of Property sells at auction for a $100 Winning Bid; the Buyer pays shipping
and handling of $10, insurance of $ , and sales tax of $6. The Buyer pays the Sales Price of $118.00 {$100
+ $10 + + $6} by credit card, and the Credit Card Cost is % of the Sales Price o $3.54 (0.03 x $118) and
the Affiliate Pee is 4.89 or $4.80 (0.048 x $100). PRC will retain $ 0 of the Sales Price for shipping and
handling, $2 for insurance and $6 for remittance to relevant tax auithorities. PRC will pay itself from the
Winning Bid the amount of $50 as the PRC Commission. As the ratio of the PRC Commission to Owner's
Gross Proceeds is 1.1, the Credit Card Costs and Affiliate Fees are shared equally, $1.77 each ($3.54 + )
for Credit Card Cost and $ .40 each ($4.80 = ) for Affiliate Pees. The portion of the Processing Fees
allocated to Owner (that is, $4.17) will be paid to the relevant third parties out of O wner's Gross
Proceeds, with the remainder being the responsibility of PRC. Owners Net Proceeds equal $45.83
($100.00 Winning Bid less $ 0 PRC Commission less $4.17 Owner's share of Processing Costs).
(6) Fuel surcharge. PRC does NOT charge pick -up fees. Instead, a fuel surcharge ( "Fuel Surcharge') will
be paid to PRC out of Owner's Net Proceeds for each Portable Item manifest when diesel prices rise
above a specific level as shown in the Fuel surcharge Schedule below. PRC tracks benchmark average
diesel retail prices as published online by the Energy Information Administration of the US
Department of Energy and resets its fuel surcharge quarterly based on average weekly pricing from
the prior quarter. Fuel Surcharges, if any, are ded ucted from monthly Owner's Net Proceeds.
4 of 10
Agenda Item 8.g.
Page 7
AUCTION SERVICES DISPOSfflON AGREEMENT
ENT
TERMS AND CONDI ONS
Fuel Surcharge Schedule
Retail Diesel (per gal)
Fuel Surcharge*
Less than $2.50
$
0.00
2.50 to
2.99
$
12.40
3.00 to
$ 3.49
$
24.80
3.50 to
$ 3.99
$
37.20
$ 4.00 to
$ 4.49
49.60
4.50 to
$ 4.99
$
62.00
$ S.00 to
5.49**
$
74.40
Divides across locations and r s ub coo It p!cke - Lip xm day
** Table continues upward at same rate
To the extent that Property is not sold by Auction and PRC disposes of Property in a commercially
reasonable manner (see "Method of Selling Property" section), including, but not limited to, sending
to a charity, recycling center, landfill, or scrap metal processor, Owner understands and agrees to the
following.
(a) when Property is not sold by Auction, PRC disposition activities create additional PRC processing
costs (the "Disposal Costs ") and potentially a disposition Sales Price (the "Disposition Proceeds ").
(b) Disposal Costs include, but are not limited to, labor cost of reloading Property onto a truck, labor
and vehicle costs associated with transporting Property for disposition, and third -party fees, such
as landfill, recycling, and hazardous material disposal fees,
(c) Disposition Proceeds include, but are not limited to, a Sales Price obtained for scrap metal.
d) PRC will bear the burden of Disposal Costs.
e) Owner will pay to PRC the Disposition Proceeds, if any, as are offset to Disposal Costs, except if
Disposition Proceeds for a n item of Owner Property exceed $250, in which case Owner shall be
entitled to retain a portion of Disposition Proceeds calculated in accordance with Section 5a
above, provided that the Disposition Proceeds will be deemed to be the 'Sales Price" and the
Disposal Costs will be deducted as a transaction cost under Section a{ } above.
b. Lame sterns.
(1) Sales price, PRC o r issi n, Processing Casts and let Proceeds. Calculated in a manner directly
analogous to Portable Property Items.
{ } PRC Commission. For each Lame -item of Property, PRC will be entitled to a PRC Commission equal to
a percent of the Winning Bid which varies according to the Large -item service option employed. In
addition, PAC will be entitled to charge to the Bayer a premium paid directly to PR (the "Buyer's
Premium ") which will not be included in the Winning Bid.
5 of 1
Agenda Item 8.g.
Page 8
AUCTION SERVICES ISPOSITI 1 AGREEMENT
TERMS AND CONDITIONS
a) Gold, The PRC Commission will be % of the Winning Bid and PRC will charge Buyer a 15%
Buyer's Premium.
N Platinum. The PRC Commission will be 12.5% of the Winning Bid.
For large items that can be hauled on a standard vehicle transporter, the town services are
provided for free when within 30 miles of one of CPRT's 140 facilities. A $5 tow fee applies for
every 25 miles over the first 30 free miles. its addition, fees for acquiring titles on behalf of
O wner,, if any, or for over -sized vehicle (e.g., crane, bus, backhoe, etc.) haul-away fees, will be
borne entirely by Owner.
Large-item Example. Assume a Large -item sells at auction for a Winning Bid of $1,000.00 and with no
shipping or handling charges yields a $1,000.00 Sales Price. For the Gold option, PRC collects and retains a
15 Buyer's Premium, $150.00 (0.15 x $1,000), from Buyer. With regard to collecting the Sales Price and
sharing proceeds, the approach differs by option:
Gold. PRC completes the sale by collecting the $1,000.00 Sales Price from Buyer. The underlying
Winning Bid results in a $ o PRC Commission., leaving $950 in Owner's Gross Proceeds. Assuming
Processing Costs of % ($30.00), these would be borne 95% by Owner, $28.50 (0.95 x $30) and
5% by PRC, $1.S0 (0.05 0), respectively. The Owner's Net Proceeds would equal $921.50
($950.00 less $28.50).
Platinum. PRC and CPRT complete the sale by collecting the $1,000.00 Sales Price from Bayer.
The underlying Winning Bid results in a $125 PRC Commission, leaving $875 in Owners Gross
Proceeds. Assuming Buyer pays by electronic funds transfer, as the majority of Buyers do, then
Processing Costs would equal 0% and the Ownees Net Proceeds would equal $875.
6. Payment Terns. Once emery month, PRC will remit to wrner the amount of Owner's Net Proceeds (less any
Title Fees and/or Fuel Surcharges, if applicable) arising from completed sales during the preceding month
(after payment of all transaction costs, PRC Commissions, Processing Fees, Title Fee and Fuel Surcharges, as
applicable). Sales are deemed completed when all items comprising a lime item on the original manifest or
other list of Property are sold. With each payment of Owner's Net Proceeds, PRC will make available to
Owner, online, a report setting forth the following information for the immediately preceding month:
a. The completed sales during the prior month, including the total amount of related Proceeds collected, the
transaction costs, the PRC Commissions, the Owner and PRC shame of Processing Costs, any applicable
Title Fees and/or Peel Surcharges, and the Owners Net Proceeds;
b. Other dispositions of Property duCing the month; and
c. The Property, if any, inventoried by PRC at the end of the month.
7. PropertyRoom's obligations Concerning Property in its Possession. With respect to Property in PRCs
possession:
a. PRC will exercise due care in the handling and storage of any Property,
b. PRC shall keep the Property free of liens, security interests, and encumbrances, and shall pay when due all
fees and charges with respect to the Property;
c. PRC shall sign and deliver to Owner any U -1 financing statements or other documents reasonably
requested by Owner; and
d. PRC shall obtain and maintain insurance in an amount (determined by PR A not less than the replacement
value of Property in its possession. The insurance will cover the Property against fire, theft, and extended
of 10
Agenda Item 8.g.
Page 9
AUCTION SERVICES DISPOSMON AGREEMENT
TERMS AND CONDITIONS
coverage risks ordinarily included in similar policies. PRC shall give Owner a certificate or a copy of each of
the above upon Owner's request.
B. Owner obligations. Owner will use its best efforts to provide to PRC such Property as becomes available for
sale to the public. Owner will complete paperwork reasonably necessary to convey custodial possession of the
item of Property to PR C, including a written manifest or list that describes the item of Property in sufficient
detail for identification. In addition, to help comply with public notification statutes as well as to support
Internet traffic flow to the P RC auction website, O wner agrees to place a permanent clickable link (the "Link ")
to www.Propert yRoom.com on one or more Owner websites. PR0 will supply Link technical requirements,
tent and images to Owner.
Owner agrees that it will not provide Property that is illegal or hazardous or infringes the intellectual property
rights of any third party ("Prohibited Property"), including but not limited to explosives, firearms, counterfeit
or unauthorized copyrighted material ('knock- offs "), poisons o r pharmaceuticals. In the event that any third
party asserts a claim that any Property consists of Prohibited Property, O wner shall indemnify and hold Pit
harmless from any such claim and all damages, liabilities (whether joint or several), costs and expenses
(including reasonable legal fees and expenses), judgments, fines and other amounts paid in connection with
such claim, whether or not litigated. In the evert of any such claim or if PRC otherwise determined in good
faith that any Property consists of Prohibited Property, PRC shall have the right to immediately suspend or
cancel even if completed) any auction or disposal of such Property and may refuse to sell, Offer to sell or
otherwise dispose of such Property. To the extent requested by PR C, Owner will provide reasonable
assistance in determining whether such Property in fact consists of Prohibited Property.
In the event that any Bayer asserts a claim that any Property consists of Prohibited Property and PRC
determined in good faith that such claim is reasonably likely to be determined to be correct, PRC may.. in its
discretion, accept the return of such Property and refund the Sales Price for such Property to the Buyer, in
which event PRC may then destroy such Property or return such Property to O wner and such refunded Sales
Price shall be deducted from future remittances of Owner's Net Proceeds made by PR C.
9. Restrictions on Bidding. PRC and its employees and agents may not directly or indirectly bid for or purchase
auctioned Property on the PRC web site.
10. Representations and 11 arranties of Owner. Owner hereby represents, warrants and covenants as follows (the
"Conditions Precedent"):
a. Property delivered to PRC is available for sale to the general public without any restrictions or conditions
whatever and does not consist of Prohibited Property; and
b. Owner has taken all actions under applicable law that are required for Owner to auction the Property or
to transfer title to the Property to Buyers (including, without limitation, all notice requirements and the
like required prig to the sale of Property at auction under local statute or municipal code).
11. Books and Records. PRC will keep complete and accurate books of accounts records, and other documents
w ith respect to the Agreement (the `Books and Records ") for at least three ( ) gears following expiration or
termination of the Agreement. Upon reasonable notice, the Boos and Records will be available for inspection
by Owner, at Owner's expense, at the location where the Books and Records are regularly maintained, during
normal business hours.
12. Indemnification. Subject to the limitations specified in the Agreement, each party will indemnify, hold
harmless and defend the other party and its agents and employees from and against any and all losses, claims,
damages, liabilities (whether joint or several), costs and expenses (including reasonable legal fees and
expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by any such person or
entity (collectively, "Losses" ) arising out of or in connection with:
l of 10
Agenda Item 8.g.
Page 10
AUCTION SERVICES IS ITIIO AGREEMENT
TERMS AND COND
a. the inaccuracy of any representation or warranty made by the party hereunder,
b. any breach of the Agreement by the party, or
c. any negligent act or omission by the party or its employees or agents in connection with the performance
by the party or its employees or agents of obligations hereunder, provided the negligent act or omission
was not done or omitted at the direction of the other party.
13. Limitations can Liability. UNDER NO CIRCUMSTANCES WILL EITHER PASTY BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF
PROPERTY, OR ARISING FROM ANY ETHER PROVISION OF THE AGREEMENT, SUCH AS,, BUT NOT LIMITED TO,,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES ");
PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED
DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO THE
AGREEMENT. LIBILITY ARISING UNDER THE AGREEMENT WILL BE LIMITED TO DIRECT, OEIJECTIVELY
MEASURABLE DAMAGES. THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS
ARISING IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENT
OBLIGATIONS OWED TO THE OTHER PARTY HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUES;
PROVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT
OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT AND FOR ANY AMOUNTS
CLAIMED BY A THIRD PARTY WHICH ARE SUBJECT TO INDEMNIFICATION PURSUANT TO THE AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY., OWNER *S LIABILITY IS NOT LIMITED UNDER THE
AGREEMENT WITH RESPECT TO LIABILITY ARISING FROM OWNERS FAILURE TO SATISFY TIMELY ALL
CONDITIONS PRECEDENT.
14. Assignment. The Agreement may not be assigned, in whole or in part, by either of the parties without the
prior written consent of the other party (which consent may not be unreasonably withheld or delayed).
Notwithstanding the foregoing, an assignment of the Agreement by either party to any subsidiary or affiliate
or a third party acquisition of all or substantially all of the assets of such party will not require the consent of
the other party, so long as such subsidiary, affiliate or acquiring entity assumes all of such party's obligations
under the Agreement. No delegation by PRC of any of its duties hereunder will be deemed are assignment of
the Agreement, nor will any change in control nor any assignment by operation of law by either party. Subject
to the restrictions contained in this section, the terms and conditions of the Agreement will bind and inure to
the benefit of each of the respective successors and assigns of the parties hereto.
15. Notices. Any notice or other communication given under the Agreement will be in writing and delivered by
hand, sent by facsimile (provided acknowledgment of receipt thereof is delivered to the sender), sent by
certified, registered mail or sent by any nationally recognized overnight courier service to the addresses
provided on the signature page of the Agreement. The parties may, from time to time and at any tinne, change
their respective addresses and each will have the right to specify as its address any other address by at least
ten (1 0) days written notice to the other party.
16. interpretation. Whenever possible, each provision of the Agreement will be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited
by or invalid under applicable lawn, such provision~ will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision o the remaining provisions of the Agreement.
The headings in the Agreement are inserted for convenience of reference only and shall not constitute a part
hereof. Nothing in the Agreement is intended nor shall it be construed to confer any rights or remedies upon
any person or entity other than the parties named herein and their respective successors and permitted
assigns. The parties have participated, or had the opportunity to participate in, the negotiation and drafting of
the Agreement or requested, or had the opportunity to request, amendments to the Agreement. In the event
an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if drafted
oft
Agenda Item 8.g.
Page 11
AUCTION SERVICES DISPOSITION S11 IO AGREEMENT
TERMS AND CONDITIONS
jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of the Agreement.
17. Governing Law. The internal law, and not the law of conflicts, of the state in which the Owner is located will
govern all questions concerning the construction, validity and interpretation of the Agreement and the
performance of the obligations imposed by the Agreement. The proper venue for any proceeding at law or in
equity will be the state and county in which the Owner is located, and the parties waive any right to object to
the venue. if any proceeding or action is brought to recover any amount under the Agreement, or for or on
account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of the
Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing
party's costs, reasonable attorneys' fees, the amount of which will be fixed by the court, and will be made a
part of any judgment rendered.
18. Further Assurances. PRC and Owner will each sign such other documents and take such actions as the other
may reasonably request in order to effect the relationships, services and activities contemplated by the
Agreement and to account for and document those activities.
19. Relationship of the Parties. No representations or assertions will be made or actions taken by either party
that could imply or establish any joint venture, partnership, employment or trust relationship between the
parties with respect to the subject matter of the Agreement. Except as expressly provided in the Agreement,
neither party will have any authority or power whatsoever to enter into any agreement, contract or
commi tment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other,
to any person or entity. wherever PRC is given discretion in the Agreement, PRC may exercise that discretion
solely in any manner PRC deems appropriate. PRC shall be not liable to Owner for any Losses incurred by
reason of any act or omission performed or omitted by PRC in good faith on behalf of the Owner and in a
manner reasonably believed to be within the scope of authority conferred on PRC by the Agreement, except
that PRC shall be liable for any such Losses incurred by reason o PR 's fraud, gross negligence or willful
misconduct.
o. Force Majeure. Neither party will be liable for any failure of or delay in the performance of the Agreement for
the period that such failure or delay is due to ants of God, public enemy, war, strikes or labor disputes, or any
other cause beyond the parties' reasonable control (each a "Force Majeure"), it being understood that lack of
financial resources will not to be deemed a cause beyond a party's control. Each party will notify the other
party promptly of the occurrence of any Force Majeure and carry out the Agreement as promptly as
practicable after such Force Majeure is terminated. The existence of any Force Majeure will not extend the
terra of the Agreement.
9of10
Agenda Item 8.g.
Page 12
AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
Owner Information
Owner Dame
Add
City, State Zip Code
Phone
Email
Schedules, Supplements & other Attachments
Mark included attachments:
Terms and Conditions Yes
Addendum:
This Agreement, including all of the terms and conditions set forth in the attached Terms and Conditions as well as
all other attachments indicated in the box above, comprises the entire Agreement between the Parties. This
Agreement cannot be modified except in writing by the duly authorized representatives of both parties.
Owner
Propertyi oom.corn
Signor Na
Signor Warne
Signor Title
Signor Title
Signature
Signature
Signature Date
Signature Date
Propert Room. m, Inc.
26421 Crown Valley Parkway, Ste 200
Mission Viejo, California 92691
+1 (949) 282-0121
Federal Tax ED 8- 0962102
10 of 10
Agenda Item 8.g.
Page 13
ATTACHMENT 2
ADDENDUM TO AUCTION SERVICES DISPOSMON GREET SENT
This Addendum to Auction Services Disposition Agreement (referred to as the "Addendum t o
Agreement'") is made and entered into this _ day of September 2010, by and between the City of Arroyo
Grande, a municipal corporation formed under the laws of the State of California (referred to as "Owner"), and
PropertyRoorn.com, Inc., a Delaware corporation (referred to as "PRC" ) and sometimes collectively referred to
as the "parties ".
�EREAS, concurrent with this Addendum to Agreement a form Auction Services Disposition
A greement (`'form Agreement" ) between PRC and Owner, has been presented to the City Council of the City of
Arroyo Grande for approval; and
MrMREAS, the parties desire to incorporate certain agreed to changes into PRC.'s foam Agreement.
N O W THEREFORE, the parties agree as follows:
Section 1. The following language will be substituted in place of the original language in the listed sections of
the form Agreement:
4. Term and 'Termination.
A. Unless terminated earlier as herein provided, the term of this Agreement will begin on the Start Date
and terminate on the Termination Date.
B . Either party may, by written notice to the other party, terminate this Agreement in whole or in part at
any time, whether for convenience or because of the failure to fulfill the obligations herein. Upon receipt
of such notice, the terminated party shall immediately d iscontinue all services effected (unless the notice
directs otherwise), and deliver to the ternn�nating party all reports, records, documents or papers as may
have been accumulated or produced in perf this Agreement, w hether completed or in process.
1. For Convenience. Either party may terminate this Agreement upon thirty 30 days written notice.
Following notice of such termination, the terminated party shall promptly cease work and notify the other
party as to the status of its performance.
Notwithstanding any other payment provision of this Agreement, payment shall be made for service performed
to the date of termination. Each party shall furnish to the other party such financial lnfortnation as is necessary
to determine the reasonable value of the services rendered. The foregoing is cumulative and shall not effect any
right or remedy which either party may have iri law or equity.
2 . For Cause. This Agreement may be terminated if them is a breach by either party of any obligation,
representation or warranty contained in this Agreement, upon thirty clays prior written notice to the
other party unless the breach is cured within the thirty o day period, provided, however, i f the breach is
not capable of being cured within thirty o days, the breaching party will have a reasonable amount of
time to cure the breach if it begins to cure during the thirty day period and proceeds diligently thereafter.
The written notice will specify the precise nature of the breach. At the time of termination, any unsold
inventory shall continue to be auctioned by PRC or returned to OWNER, at VVN Rf s election
and cost.
12. Indemnification.
I ndemnificationvertaining to other than Professional Services
PRC shall defend, mdeninify and save harmless the OWNER, its officers, agents and employees from any and
all claims, demands, dannages, costs, expenses (including attorneys fees), judgments or liabilities arising out o f
Agenda Item 8.g.
Page 14
this Agreement or occasioned by the performance or attempted performance of the provisions hereof; including,
but not limited to, any act or omission to act on the part of the PRC or its agents or employees or other
independent contractors directly responsible to it; except those claims, demands, damages, costs, expenses
(including attorney's fees), Judgments or liabilities resulting from the sole negligence or willful misconduct of
the OWNER.
PRC shall notify the OWNER immediately in the event of any accident or injury arising out of or in connection
with this Agreement.
Indemnification pertaining to Professional Services:
PRC shall indemnify and sage harmless the OViNER, its officers, agents and employees from any and all
claims, demands, damages, costs, expenses (including attorneys fees), judgments or liabilities arising out of the
negligent performance or attempted performance of the provisions hereof; including any willful or negligent act
or omission to act: on the part of the PRC or its agents or employees or other independent contractors directly
responsible to it to the fullest extent allowable by la.
PR shall notify the OWNER immediately in the event of any accident or injury ari mg. out of or in connection
with this Agreement.
Section 2. Without limiting PRC's indemnification of Owner, PRC shall procure insurance coverage set
forth in Exhibit "A ", as its sole cost and expense.
IN VVITNFSS PROF, Omer and PRC have executed this Addendum to Auction Services
Disposition Agreement on the day and year fast set forth above.
Owner Propertyoom.com
Signor Name
Signor Title
Signature
Signature Date
Signor Marne
Signor Title
Signature
Signature Date
Agenda Item 8.g.
Page 15
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 8.g.
Page 16
ORPOR tE
t
`Y 10, 1 9 " '* MEMORANDU
TO: CITY COUNCIL
FROM: STEVEN N. ANNI ALI, CHIEF of POLIC
SUBJECT: CONSIDERATION of A LICENSE AGREEMENT To PROVIDE FOR THE
USE of REAL PROPERTY FOR A POLICE DEPARTMENT FIREARMS
RANGE
E
DATE: SEPTEMBER 1 , 2010
RECOMMENDATION:
:
It is recommended the city council approve the License Agreement with the Arroyo Punch
Company as outlined in the attached agreement and authorize the Mayor to execute the
License Agreement.
FINANCIAL IMPACT:
This new License Agreement will provide for the use of real property for a Police
Department firing range beginning September 15, 2010 through September 15, 2015
unless terminated sooner as provided. This License Agreement is based on the costing
model that increases 2 per year beginning at $2,910.00 annually. The General Fund is
budgeted In FY 2010 -11 for the lease agreement, which will cover the cost.
Staff is recommending annual local sales tax funds be reserved for the projected
restoration costs base on past use and the projected five year e This includes a
estimated $8,000 in FY 2010-11 for grading that will reduce the cost of restoration at a
later date. Local sales tax funds are proposed FY 2010 -11 for the initial grading
improvements.
B ACKGROUND:
OUND:
O n July 1, 200 5, the city entered into a License Agreement vvith the Arroyo Ranch
Compan y to provide for the use of real property for a Police Department firearms range.
The agreement e on ,June 30, 2010. This new License Agreement has been
modified by the city Attorney and is being submitted for Council consideration.
As outlined in the original agreement of Zoo, this new agreement calls for the city to:
"To the fullest extent practicable, City shall further restore the premises to the condition
which existed as of the date prior to Duly , 998. Additionally, the city shall remove an
contaminants from the firing range site as required by state or Federal law to the extent
such contaminants are the result of City's use of Ow ner's property a s a firing range. '#
Agenda Item 8.h.
Page 1
CITY COUNCIL
CONSIDERATION of A LICENSE AGREEMENT To PROVIDE 1DE Fo THE USE of
REAL PROPERTY TY Fo A POLICE DEPARTMENT T FIFE RMS RANGE
SEPTEMBER 14, 2010
PAGE 2
ANALYSIS SIS of ISSUES:
The availability of a firearms range within close proximity of the City limits is of significant
value for the Police Department. This firearms range allows for an efficient and effective
firearms training and qualification program. The close proximity reduces the exposure to
excessive overtime due to a long commute to other available facilities located at the
Sheriff's Department Kansas Street facility north of Cal Poly or the Diablo Canyon Facility
located deep within the Diablo Canyon grounds. Additionally, the close proximity allows
for some firearms activities to be completed while on duty without generating overtime due
to the reasonable response time to the City.
Both alternative sites come with drawbacks, most notably in the area of scheduling and
overtime casts. Available time at these alternative sites is very limited. Also, the extended
commute is estimated to add approximately two hours to the quarterly qualifications. This
added cost equates to an annual cost of approximately $13,444 in additional overtime
payment.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
Recommended Al ema i e: Approve staff's recommendation to approve the
License Agreement with the Arroyo Punch Company;
2. Do not approve staff's recommendation and direct staff to seek alternatives
for the use of a firearms range; or
3. Provide Direction to staff
ADVANTAGES;
Approval of the License Agreement will enable the City to provide continuity in the Police
Department's Firearms Training Program at a reduced overtime cost. It will also delay the
need to complete full renovation work and the immediate grading improvements will
reduce the ultimate cost of that work.
DISADVANTAGES:
No disadvantages have been identified.
ENVIRONMENTAL ONMEi TAL. F E IEI :
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The public impacted by the proposal is the Arroyo Grande Police Department's service
population. The public has been made aware of the proposal before Council by a posting
Agenda Item 8.h.
Page 2
CITY COUNCIL
CONSIDERATION OF A LICENSE AGREEMENT T T PROVIDE FOR THE USE OF
REAL PROPERTY FOR 1 POLICE DEPARTMENT T FIF EARMS RANGE
SEPTEMBER 1 , 201
PAGE
of the Agendas in the front of City Hall on Thursday, September g, 2010 and on the City's
ebsite on Friday, September 10, 2010. No public input has been received to date.
ATTACHMENTS
1. License Agreement to provide for the use o f real property
Agenda Item 8.h.
Page 3
ATTACHMENT 1
LICENSE AGREEMENT
THIS LICENSE AGREE ME I T effective the 1 day of July 2010 between the Ci
of Arroyo Grande, California, a municipal corp oration , hereina � p termed C1TY and
Arroyo Ranch Company, 4890 Huasna, Arroyo Grande, California hereinafter
sometimes termed "OWNER.
WHEREAS, City desires to obtain the use of certain hereinafter described real
property belonging to Ow for the use of a pistol range for its authorized Police
Officers and other authorized personnel, and;
WHEREAS, S, ner is willing to permit use of said real property for such purpose
subject to certain conditions.
NOW, THEREFORE, E, it is agreed by and between City and Owner as follows:
1 . Owners does herewith give to City a license to use the hereinafter
described real property for the purpose of building, maintaining and operating thereon a
pistol range which shall be used only when and by personnel duly authorized by City.
The parties agree that the license granted herein is irrevocable in nature subject only to
termination as set forth in this agreement.
The property upon which said pistol range is to be located is described as
follows:
A n area of approximately 100 feet by 150 feet in size for pistol range
purposes whi is located in that certain loo acre portion of Rancho Santa
Ilanuela as shown in the map being Parcel 1 of Assessor's Parcel ##048i
19 1 -0 1 in the County Recorder's Office of the County of San Luis Obispo.
Said area is located along the south side of the public road now called
"Huasna Road" appro imately 4 miles East of the City of Arroyo Grande
as shown in the attached map. The actual location of said area has been
mutually agreed upon by the parties hereto, and located upon the ground
by the placing of stakes.
2. In consideration of the use of said land above described, City agrees to
pay Owner annually as follows:
a. $2,910.00 due .duly 1, 2010
1
Agenda Item 8.h.
Page 4
b. $2 ,968.00 due July 1, 2011
C . $3,028.00 due July 1, 2012
d. $3,088.00 due July 1, 2013
e. $3,150.00 due July 1, 201
3. Term
The term of this agreement shall be from July 1, 2010 through June 30, 2015.
4 . This agreement may be terminated by either of the parties hereto by the
giving to the other party of one hundred eighty (180) days prior written notice.
Upo termination of this Agreement, City shall remove any improvements which
it has u laced n the property. Any such improvements shall be removed Within the
p �
90 day p eriod. To the fullest extent practicable, City shall further restore the premises to
the condition which e as of the date prior to July 1, 1 998. additionally, the City
shall remove any contaminants from the firing range site as required by State or Federal
law to the ex tent such contaminants are the result of City's use of owner's property as a
ring range.
examined the property 5. City represents that i has p y and is familiar with the
condition thereof. This Agreement is made upon the e condition that Owner is to
be free from all liabilit y and claim for damages by reason of any injury to any person or
arsons, including city, or property of any kind whatsoever while in, upon or in any way
connected with the said premises, or the access thereto during the term of this
a g reement or any extension hereof, or any occupancy hereunder, City hereby
covenantin g and a greein g to indemnify and sage harmless Owner from all liability, cost,
loss and obligaons on account of or arising out of any such injuries or losses however
for . The n g � cl foregoing shall not apply to any liability, loss, aim, derand � damag
occurri e or
injury either intentionally or negligently caused by Owner or owner's guests or invitees.
City g further agrees to have its polio of public liability and property damage insurance
endorsed to name owner as an additionally named insured to protect owner against
an y liabilit Cit p ublic incident o the use of or result in from any accident
t to the t or p
occurrrin 0 p policy in or about said remises. This olio shall insure the contingent liability o
2
Agenda Item 8.h.
Page 5
6. No improvements shall be placed upon said premised without prior written
consent of O w n er.
7 . Access to the said premises is to be by an existing road extending from
the "HUAS[ Road" approximately 2,640 feet in length. The parties recognize that City
may wish to make some improvements to the road way for the purpose of better access.
Any substantial imp rovements shall be made only with the prior tten consent of
O wner.
There is presenfly a gate at the entrance to the canyon. The gate is to be Dept
only for actual a through the gate. It is the intent of pa ssa g e closed and leered, excepting g
the parties that the gate Wil be kept locked whether or not the range is or is not in actual
physical use at any particular time.
IN WITNESS p
THEREOF, � the ar ie hereto have signed this Agreement the day
and year first above written.
CITY of ARROYO GRANDE
Arroyo Ranch Company
B:
Tony Ferrara, Mayor
Date:
Attest:
Ke lly Wetmore,, C ity Clerk
[date:
As Approved to form:
Timothy J. Carmel, City Attorney
Date:
Bvum
Barbara Bettex Gisler
Its: General Partner
Date:
3
Agenda Item 8.h.
Page 6
INCOFRIPORATE101
rn
JULY 10, 1011
0 01
F
MEMORANDUM
TO: CITY COUNCIL
FROM: TER ESA McCLISH, COMMUNITY DEVELOPMENT ENT DII ECTOF
MIKE LINN, ASSISTANT CITY ENGINEER
SUBJECT: CONSIDERATION of ACCEPTANCE of STREETS RESURFACING I FACING I
THE VICINITY of ARROYO GRANDE HIGH SCHOOL, PW 2010-08
DATE: SEPTEMBER 14, 2010
RECOMMENDATION:
It is recommended mended the City Council:
1. Accept the project improvements as constructed by Souza Construction, Inc. in
accordance with the plans and specifications for the Streets Resurfacing in the
Vicinity of Arroyo Grande High School Project;
2. Direct staff to file a Notice of Completion; and
3. Authorize release of the retention, thirty -fire 3 days after the Notice of
Completion has been recorded, if no liens have been filed.
FINANCIAL IMPACT:
The Capital Improvement Budget included $400,000 for the design and construction of
the Streets Resurfacing sing in the Vicinity of Arroyo Grande High School Project. The
actual total construction project cost, including authorized construction changes, is
$376,719. The total cost of the project including all design, construction, contract
administration and testing costs is approximately $390,000. The remaining $10,000 will
be returned to the local Sales Tax fund balance.
BACKGROUND:
On May 25, 2010 Council awarded a construction contract to perform the Streets
Resurfacing in the Vicinity of Arroyo Grande High school Project to Souza Construction,
Inc. for $347,350 and authorized the City Manager to approve change orders in the
amount of $34,735. The project scope of work included the reconstruction of concrete
drainage 44 valley" gutters and minor drainage improvements, construction of missing
segments of side walk on Orchard Street near the Fair Oaks Avenue intersection,
replacement of AIWA concrete ramps, pavement grinding, preleveling, fabric placement
and paring with an asphalt concrete overlay. The work was performed on the following
streets
Agenda Item 8J.
Page 1
CITY COUNCIL
CONSIDERATION OF ACCEPTANCE OF THE STREETS RESURFACING IN THE
VICINITY F ARROYO GRANDE HIGH SCHOOL
PROJECT PW 2010-08
SEPTEMBER 1 , 2010
PAGE 2
Orchard Street — Fair Oaks Avenue to Pilgrim Way
Pilgrim Way — Orchard Street to Arroyo Avenue
Arroyo Avenue — Pilgrim Way to Hest Cherry Avenue
Vilest Cherry Avenue — Arroyo Avenue to California Street
ANALYSIS OF ISSUES:
The contractor has completed the work in accordance with the approved plans and
specifications. There are no outstanding issues.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
Approve staffs recommendations;
-
Do not accept the project;
Accept the project, but do not authorize release o f retention; o
Pr dire t staff.
ADVANTAGES:
The project is complete. Accepting the improvements will allow staff to close out the
project and return any remaining funds to the fund balance.
DISADVANTAGES:
TAGES:
The disadvantage of accepting the improvements would be if subsequent deficiencies in
the work are identified. However, the contract documents include a one -year warranty
period for the contractor to address any construction defects that may arise.
ENVIRONMENTAL REVIEW:
The project is categorically exempt from CE QA pursuant to Section 1 301 .
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front o f City Hall on Thursday, September g, 2010. The
Agenda and report were posted on the City's website on Friday, September 10, 2010.
No public comments were received.
Attachment:
1. Notice of Completion
Agenda Item 8J.
Page 2
RECORDING REQUESTED B
AND WHEN RECORDED RETURN TG:
CITY CLERK
CITY OF ARROYO GRANDE
P.G. BOX 550
ARROYO GRANDE, CA 93421
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:
ATTACHMENT 1
1. The undersigned is owner or agent of owner of the interest or estate or the property hereinafter described as stated below.
2. The FULL NAME of the OWNER is: The CEV ofArroyo
3. The FULL, ADDRESS of the OWNER EI is: 214 East Branch Street. rr rand e, CahY 93 420,
4. The NATURE OF THE INTEREST" or ESTATE of the undersigned is: in fee
THE FULL NAME and FULL ADDRESS of ALL PERSONS, if any, who hold such interest or estate with the undersigned as JOINT
TENANTS or as TENANTS IN COMMON are:
NAMES ADDRESSES
None
b. THE FULL NAMES and FULL. ADDRESSES of the PREDECESSOR'S in interest of the undersigned if the property was transferred
subsequent to the commencement of the work of improvements herein referred to:
NAMES ADDRESSES
None
7. All work of improvement on the property hereinafter described was COMPLETED A u s1 6. 201
8. The NAME OF THE ORIGINAL, CONTRACTOR, if any, for such work of improvement is:
Souza Construction. Inc.
9. The strut address of said property is None
10. The property on which said work of improvement was completed is in the City of Arroyo Grande, County of San Luis Obispo, State
of California, and is described as follows: Streets csurL aciLn in the VicinLty o Argo o Grande Hi gh SchooL PW 2
Verification of NON-INDIVIDUAL owner: 1, the undersigned, declare under penalty of perjury under the laws of the State of California
that I am the Director of Parks, Recreation and Facilities of the aforesaid interest or estate in the property described in the above notice; that
I have read the said notice, that I know and understand the contents thereof, and the facts stated therein are true and correct.
Teresa M Clish, Community Development Director
September 15, 2010, Arroyo Grande, California
-- END OF DOCUMENT _-
Agenda Item 8J.
Page 3
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 8.i.
Page 4
INCORPORATED
*JULY 10, 19111
MEMORANDUM
To: CITY COUNCIL
v
FROM: I: TEI ESA MCCLISH, COMMUNITY DEVELOPMENT DIRECTOR
ECTOF
BY: STEPHANIE SHAFFER, PLAITING INTERN
N
SUBJECT: CONSIDERATION of TEMPORARY AF Y USE PERMIT 10-013
AUTHORIZING IZING CLOSU E of CITY STREETS AND USE of CITY
PROPERTY TY F THE 73 ANNUAL ARROYO GRANDE VALLEY
HARVEST FESTIVAL, FRIDAY AND SATURDAY, SEPTEMBER 24-25,
2010
SATE: SEPTEMBER 1, 2010
RECOMMENDATION:
It is recommended that the City Council adopt a Resolution approving Temporary Use
Permit 10 -013, authorizing closure of City streets and use of City property for the 73
Annual Arroyo Grande Malley Harvest Festival.
FINANCIAL IMPACT:
Application fees for this event have been waived pursuant to Resolution 3760, which
established policies to waive permit application fees for certain annual temporary use
permit events. A waiver of fees and costs reduces City revenue b y approximately
$6,780. Historically, the City has waived fees and costs for this event because the City
has served as co- sponsor of the event. The modified parade route will result in an
estimated direct savings of approximately $1 ,300 due to reduced staffing needs and
additional indirect savings related to future overtime by not utilizing mutual acid officers
for the event.
BACKGROUND:
The first Harvest Festival was organized by the Woman's Club in 1937. It was a two-
day celebration held in an elementary school building. Food, booths and entertainment
were held in the classrooms and a children's pet parade took place on the Saturday of
the Festival. The Woman's Club ran the Festival until 1946 when they asked for
community supporters to take over the event. The Arroyo Grande Harvest Festival
Committee has been in charge ever since and their goal has been to make the event
grow and add more attractions with each passing year.
ANALYSIS of ISSUES:
The 73r Annual Arroyo Grande V alley Harvest Festival is scheduled for Friday
September 24, 2010 from :00 pry until 9 :00 parr and Saturday, September 25, 2010
Agenda Item 8.j.
Page 1
CITY COUNCIL
CONSIDERATION of TEMPORARY Y USE PERMIT 10-013 AUTHOF t I lG CLOSURE
OF CITY STREETS AND USE of CITY PROPERTY TY FOF THE 73 ANNUAL
ARROYO GRANDE VALLEY HARVEST FESTIVAL, FRIDAY AND SATURDAY,
SEPTEMBER 24-25,2010
SEPTEMBER 14, 2010
PAGE 2
from 9:00 arm until 5:00 pm. Setup will begin on Thursday, September 23, 2010 at 4:00
p.m. and cleanup will end early Sunday morning, September 26, 2010. Activities at the
Festival will include entertainment, food, games and crafts booths, contests and a
parade.
Festival Areas
The Festival organizers request the closure of the following streets or use of the
following areas for the festival: Heritage Square Park, Short Street from Nelson to the
Swinging Bridge, Nelson street from Mason Street to Bridge Street, Bridge Street from
the Lucia Mar Unified School District Parking lot to Branch Street, Kiwanis Park, O lohan
Alley from Bridge Street to Mason Street, Short Street from East Branch Street to the
Swinging Bridge, the City parking lot between the Building Division and the Public
Works division and the parking lot bf 111 South Mason Street (former Farm Credit
Vilest). The area devoted to the Festival remains unchanged from last year.
Parade
The parade traditionally was held on East Grand Avenue and Vilest and East Branch
Streets between Halcyon Toad and Mason Street. Last year and again this year a
change in the parade route is proposed to eliminate the need for closure of East Grand
Avenue and Halcyon Road, which will significantly reduce the number of police officers
and police volunteers needed to monitor intersections on East Grand Avenue. The new
parade route will run from the intersection of Vilest Branch Street and Traffic Way, travel
east through the pillage Core and turn south on South Mason Street and end at Poole
Street, with parade dispersal to occur on South Mason Street with dispersal between
Poole and Alien streets. The new parade staging areas will include Vilest Branch Street
from the Shell Station to Rodeo Drive (including the five acre City owned lot on the
corner of West Branch Street and Old Ranch Road); ; Old Ranch Road from Vilest
Branch Street to the east end of the five acre City owned lot, including the dirt lot at the
northeast corner of the intersection of Ord Ranch Road and West Branch street; and
Vilest Branch Street between Old ranch Road and the South County regional Center.
Road closures needed for the parade mute, staging areas and detour routes include:
Vilest and East Branch Street from rodeo Drive to Highway 227 (Bus Barn), Old ranch
Road from Vilest Branch Street to the end of the City owned property, Wesley Street
between Larchmont and Vilest Branch Street, Traffic Way to Station Way, North and
South Mason Street from Tally Ho Road to Poole Street and Tally Flo road from East
Branch street to J ames Way. These road closures are requested from 9:00 arm until
noon on Saturday, September 26, 2010 with no parking enforcement beginning at :00
am. The detour mute around the City via East Cherry Avenue, Vilest Branch Street and
Huasna Road remains unchanged from previous years.
Agenda Item 8.j.
Page 2
CITY COUNCIL
CONSIDERATION of TEMPORARY Y USE PERMIT 10-013 AUTHORIZING CLOSURE
E
OF CITY STREETS S AN USE of CITY PROPERTY FOR THE 73 ANNUAL
ARROYO GRANDE VALLEY HARVEST FESTIVAL, FRIDAY AND SATURDAY,
SEPTEMBER 24-25, 201
SEPTEMBER 14, 2010
PAGE 3
Farmer's Market
The Farmer's Market will be held at the end of 01ohan Alley near Bridge Street during
the Harvest Festival.
ALTERNATIVES:
ES:
The following alternatives are provided for the Council's consideration:
- Adopt the attached authorizing Temporary Use Permit 10-013 including road
closures for the parade route;
-
Modify and adopt the attached authorizing Temporary Use Permit 10 -013
including read closures for the parade route;
Do not adept the attached Resolution; or
- Provide direction to staff.
ADVANTAGES:
The Festival will bring the community together and promote social interaction. The
annual event, . nova in its 73rd year, is popular and a staple of the identity of Arroyo
Grande as a City and a community. Advantages associated with the new parade route
include: 1 the need for fewer police officers and police volunteers to monitor
intersections on East Grand Avenue, 2 freeway off ramps on East Grand Avenue may
remain open for travelers heading west; and 3 an estimated 41 business locations on
East Grand Avenue can remain open during the parade.
DISADVANTAGES:
The closure of streets will have an impact on traffic congestion. Disadvantages
associated with the new parade route include: 1 impacts to residents on Hest Branch
Street Vernon Street, Larchmont and Wesley Street; 2 shorter parade mute for
participants; 3 potential confusion by participants and organizers; change in
traditions and motorists not familiar with the festival will have to use detours to get to
their destinations which may increase travel time
ENVIRONMENTAL REVIEW:
In compliance with the California Environmental Quality Act CEA, the Community
Development Department has determined that this project is exempt per Section 1 061
(b)(3) of the CEA Guidelines. If the Council does not feel that this determination is
appropriate, project approval shall not be considered.
PUBLIC NOTIFICATION AND COMMENTS:
The event organizers shall place an advertisement in the September 17, 2010 edition of
the Five Cities Times -Press Recorder advising residents of street closures. The event
organizers shall mall or Land deliver a notification of street closures to every property
located within the area where street closures will occur.
Agenda Item 8.j.
Page 3
CITY COUNCIL
CONSIDERATION of TEMPORARY AF Y USE PERMIT 10-013 AUTHORIZING CLOSURE
OF CITY STREETS AND USE of CITY PROPERTY FOR THE 73 ANIMAL
ARROYO GRANDE VALLEY HARVEST FESTIVAL, FRIDAY AND SATURDAY,
SEPTEMBER 24-25, 201
SEPTEMBER 14, 201
PAGE 4
Five years ago, several residents along Nelson Street submitted a letter regarding the
closure of their street for the Big Ditch Derby. They did not object to the closure, but
granted assurance that they would have sufficient Vehicular access to their homes
during the closure. The Police Department will have officers on -hand to assist residents
who require ingress and egress to and from their homes on the date of the event.
The Agenda was posted in front of City ball on Thursday, September 9, 2010. The
Agenda and staff report were posted on the City's website on Friday, September 10,
2010.
Agenda Item 8.j.
Page 4
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL of THE CITY
OF ARROYO GRANDE APPROVING TEMPORARY USE
PERMIT 10w013, AUTHORIZING CLOSURE OF CITY
STREETS AND USE OF CITY PROPERTY FOR THE 73
ANNUAL ARROYO GRANDE VALLEY HARVEST
FESTIVAL, FRIDAY AND SATURDAY, SEPTEM BER 24-
25, 2010
WHEREAS, organizers of the annual Arroyo Grande Malley Harvest Festival have
requested closure of city streets and use of city property; and
WHEREAS, organizers of the annual Arroyo Grande V alley Harvest Festival will be
responsible for the removal of all garbage and debris generated by the event.
NW, THEREFORE, BE IT RESOLVED that the city council of the city of Arroyo Grande
does hereby approve Temporary Use Permit 10-013 authorizing the following actions and
use of the following described city property for the Harvest Festival:
"No parking tour array" restrictions and use of the city parking area behind city Hall
from the entrance of Mason Street and extending to the area of the Gazebo and
Short Street for use between the hours of 5:00 p.m. Thursday, September 23, 2010
until 8 :00 a.rn. Sunday, September 26, 2010.
2. "No parking /tour array" restrictions and use of the parking area beginning at the
Gazebo and extending westerly to Bridge Street beginning at 12 :00 p.m. Friday
Be pternber 2 , 2010 until 5:00 p.m. Saturday, September 25, 2010.
3. The use of the Heritage square Park for various displays and contests from :oo
a.m. to :o p.m. on Saturday, September 25, 2010 for a variety of activities,
contests, and displays.
4. "No parking to w away" restrictions" and use and closure of Short Street from
Nelson to the Swinging Bridge from 8:00 a.m. to 5:0 p.m. on Saturday,
September 25, 2010.
5. "No parking/tow array" restrictions and use and closure of Nelson Street from
Mason Street to Bridge street from 8:00 a.m. to :00 p.m. on Saturday, September
25, 2 1o.
6. "No parking tow array" restrictions and use and closure of Mason street from Le
Point Street to Poole Street from 8 :00 a.m. to 12:00 p.m. on Saturday, September
25, 201 .
Agenda Item 8.j.
Page 5
RESOLUTION NO.
PAGE 2
7. "No parking /tow away" restrictions and use and closure of Bridge Street from the
Lucian Altar Unified School District Parking lot to Branch Street from :00 a.m. to
:00 p.m. on Saturday, September 25, 2010.
8. "No parking/tow away" restrictions and use and closure of Kiwnis Park, olohan
Alley from Bridge Street to Short Street and the parking let of Soo East Branch
Street (former Farm Cred vest ) from 12 :00 p.m. to 9:00 p.m. on Friday,
September 24 2010 and from :00 ar.m.until :00 p.m. on Saturday, September 25,
2010.
g. The use of the City's electrical service a s needed for the lighting of booths,, sound
system, and contests.
10. That the city council authorizes "no parking /tow away" restrictions and closure of a
portion of East Branch Street fro U.S. Highway 101 to Stanley Avenue.
11. That the Arroyo Grande Police Department will control traffic around the parade
route, and police officers will be stationed to give instructions to motorists on
detouring the parade route.
12. That three parking spaces on Mason Street at the corner of Nelson Street, adjacent
to Nelson Green be reserved for vehicles associated with the petting zoo.
E IT FURTHER RESOLVED, that the following streets shall be closed with "no
parking/tow away" restrictions for the Harvest Festival Parade on Saturday, September 25,
2010, from :00 a. m. to noon: hest and East Branch Street from Rod Drive to
Highway 227 (Bus Barn), old launch Road from vest Branch Street to the end of the
City owned property, Wesley Street between Larchmont and West Branch Street, Traffic
Way to Station Way, North Mason Street to Tally Ho Road, Tally Ho Road from East
Branch Street to James vary and South Mason Street to Poole Street.
E IT FURTHER RESOLVED, ED, thart the organizers of the Harvest Festival will adhere to
certain requirements and conditions imposed by the city regarding cleanup and traffic
control and all other applicable conditions of the Temporary Use Permit with the above
findings and subject to the conditions as set forth in Exhibit " X I , attached hereto and
incorporated herein by this reference.
On motion by Council Member.
following roll call vote, to wit:
seconded by Council Member
and by the
AYES:
NOES:
ABSENT:
The foregoing Resolution was passed and adopted this day of 2010.
Agenda Item 8.j.
Page 6
RESOLUTION NO.
PAGE 3
TONY FERRARA, MAYOR
ATTEST:
KELLY 1I ETM RE, CITY CLERIC
APPROVED AS TO CONTENT:
STEVEN ADAMS, CITY MANAGER
APPROVED AS TO FORM:
TIMOTHY J. CARMEL, CITY ATTORNEY
Agenda Item 8.j.
Page 7
RESOLUTION NO.
PAGE
EXHIBIT "A"
CONDITIONS of APPROVAL
TEMPORARY USE PERMIT 10-013
73 ANNUAL HARVEST FESTIVAL
GENERAL CONDITIONS:
1. The applicant shall ascertain and comply with all state, county and city
requirements as are applicable to this project.
2. The event shall occur in substantial conformance with the application and plans on
file in the Community Development Department.
3. The event organizers shall comply with all of the conditions of Approval for
Temporary Use Permit 10-013.
4. The applicant shall agree to defend at his /her sole expense any action brought
against the city, its agents, officers, or employees because of the issuance of said
approval, or in the alternative, to relinquish such approval. The applicant shall
reimburse the city, its agents, officers, or employees, for any court costs and
attorney's fees which the city, its agents, officers or employees may be required by
a court to pay as a result of such action. The City may, at its sole discretion,
participate at Its own expense in the defense of any such action but such
participation shall not relieve applicant of his /her obligations under this condition.
RECREATION AND MAINTENANCE SERVICES CONDITIONS:
5. The Harvest Festival Committee is to contact the Recreation and Maintenance
Services Department no later than September 1 , 2010 regarding the number and
location of trash receptacles to be placed in the downtown area.
6. The Harvest Festival Committee is responsible for disposal of its garbage into large
trash containers. The Harvest Festival Committee is responsible for providing a
small cargo dumpster 20 cubic yards) in addition to required trash containers.
7. The Harvest Festival Committee is responsible for providing trashcan liners for all
trash containers.
8. The Harvest Festival Committee is responsible for providing additional restroom
supplies for the festival. should the City provide these supplies, the Harvest
Festival committee will reimburse the city for the cost of these supplies and related
staff time.
Agenda Item 8.j.
Page 8
RESOLUTION NO.
PAGE
g. Festroom facilities, barricades, signing and detour routes shall be provided by
applicant.
10. The event organizers shall provide (pay for) all traffic barricades and delineators.
The Recreation and Maintenance Services will plane the barricades and
delineators, including appropriate 19 no parking /toter away 17 restriction signs.
11. The event organizers shall place an advertisement in the September 1 ., 2010
ed ition of the Fire Cities Times -Press Recorder ler advising residents of street
closures and "no parking /toter array" restrictions.
12. The event organizers shall mail or hand deliver a notification of street closures to
every property located within the area where street closures will occur.
13. The event organizers shall provide a $1,000,000 commercial general liability
insurance policy naming the City as additional insured subject to the approval by
the city Attorney. Proof of insurance shall be submitted to the Director - of
Administrative services ten 10 days before the event.
14. The event organizers shall contact the Recreation and Maintenance services two
creeks prior to the event to check on the status of street maintenance /construction
activities. The recreation and Maintenance Services may require the event
organizers to provide temporary construction (orange plastic) fencing around areas
designated as potentially hazardous.
BUILDING AND FIFE DEPARTMENT CONDITIONS:
15. All food booths (cooking) rust comply with the Fire Department guidelines.
15. A handicapped accessible toilet shall be included where other portable toilets are
located.
17. All electrical must be inspected by the Building and Life safety Division prior to the
event opening.
18. Emergency access rust be maintained to the satisfaction of the Director of Building
and Fire.
19. The use of generators must be reviewed and approved by the Director of Building
and Fire.
20. All tape used for marking the booth locations shall be removed by the event
organizers.
1. All food booths (cooking) must comply with the Fire Department guidelines, and
must have county Health Department approval. Booth applicants must comply
Agenda Item 8.j.
Page 9
RESOLUTION ISO.
PAGE
with Fire Department guidelines, and will ensure total compliance of booth
operators. Five Cities Fire Authority will not allow non- compliant booths to
operate.
22. The project shall comply with the most recent edition of the California State Fire
and Building Codes and the International Building and Fire Codes as adopted by
the City of Arroyo Grande. specifically, all temporary- wiring provisions of the
C.E.C. must be met.
23. The Building and Fire Department must inspect all food booths, generators and
temporary electrical service prior to the opening of the event. Emergency access
must be maintained to the satisfaction of the Fire Cities Fire Authority. A detailed
chart or map will be provided to the Fire Chief for approval prior to the event,
showing placement of all booths, to include actual dimensions of access
pathways for fire apparatus and emergency vehicles.
2. Per the approval of the Fire Chief, there will be ambulance service dedicated to
the event.
2. The use of generators must be reviewed and approved by the Building and Fire
Department.
2. All fire lanes must be posted and enforced in accordance with Police and Fire
Department guidelines. Fire lanes and access must be approved by the Fire
Chief.
2. The applicant shall identify an individual to act as liaison with the Fire
Department for the purpose of maintaining life and safety.
2. Prier to opening the event, the fire access road shall be posted. The applicant
shall provide continuous enforcement of the fire access road during the event.
POLICE DEPARTMENT CONDITIONS:
2. The Police Department shall obtain the necessary permit from Caltrans to close the
entrance and exit ramps of U.S. Highway 101 at East Grand Avenue.
Agenda Item 8.j.
Page 10
R
I NCORPORATED
JULY 101 , , MEMORANDUM
F
To: CITY COUNCIL
W��
FROM: TERESA McCLISH, COMMUNITY DEVELOPMENT DIRECTOR
LES E ANS, PROJECT ENGINEER
SUBJECT: CONSIDERATION of ACCEPTANCE of PUBLIC IMPROVEMENTS
AND EASEMENTS FOR TRACT 2236
DATE: SEPTEMBER 14, 2010
RECOMMENDATION
It is recommended the Council adopt a Resolution accepting easements and
improvements for Tract 2236.
FUNDING:
There is no fiscal impact at this time. Maintenance of these facilities will be funded
from Public Works maintenance funds in future gears.
DISCUSSION:
O n November 28, 2006, the City Council approved Final Tract Map 2236. The subject
tract is located north and west of Rodeo Drive, southwest of Grace Bible Church, south
of Rancho Grande Park, and southeast of Avenida de Diamante. The map subdivided
29. acres into nineteen (1 9) residential parcels, including four affordable units,
ranging in size from 6,0 square feet to 50, square feet. In addition there is an
open space parcel of 15.74 acres and an open space /drainage parcel of 16,903 square
feet.
At the time of approval of the Tract, Grace Bible Church owned the property to the
northeast between the site and the proposed intersection with Rodeo Drive. In order to
e Grace Lane to Rodeo Drive, the applicant obtained an offer of dedication for
right of way from the church. In addition, the applicant had to obtain various easements
for crater, and sewer to serge the four affordable units. With the exception of the
grater, sewer, and right of way easements, the offers of dedication are recorded with the
map.
As a condition of the tentative tract map, the applicant was required to install the
following improvements:
■ Street paring, curb, gutter and sidewalk,
■ Public utilities
Agenda Item 8.k.
Page 1
CITY COUNCIL
CONSIDERATION of ACCEPTANCE of PUBLIC IMPROVEMENTS AND
EASEMENTS FOR TRACT 2236
SEPTEMBER 14, 201
PAGE 2
■ hater and sewer,
a Landscaping and irrigation,
■ safety rail and fencing
ANALYSIS of ISSUES:
Staff has inspected the improvements, determined that they are in satisfactory
condition, and recommends that the City Council accept therm as constructed. staff
also recommends that the easements for street right of Tray, water and sewer lines be
accepted.
The owner is required to provide securities for the faithful performance and labor and
materials to guarantee the improvements are constructed in accordance with the
approved plans. One of the securities will be reduced to 10% to provide the required
one year maintenance security per Municipal Code section 16.68.100.C. This security
will be released at the conclusion of the warranty period provided that the
improvements are in proper working order.
ALTERNATIVES.
The following alternatives are provided for the Council's consideration:
0 Approve staffs recommendation;
Do not approve staff's recommendation;
Modify staff's recommendation as appropriate and approve; or
0 Provide other direction to staff.
ADVANTAGES:
T'AGES:
The City will have legal access to operate and maintain the public water and public
sewer improvements. The City will be able to ensure that the improvements are in
good working order.
DISADVANTAGES:
No disadvantages have been identified.
ENVIRONMENTAL REVIEW:
No environmental ental review is required for this item per CE QA Guidelines section
11b3.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Fall on Thursday, September 9, 2010. The
Agenda and report were posted on the City's webs`rte on Friday, September 10, 2010.
No public comments were received as of the publishing of this report.
Agenda Item 8.k.
Page 2
RESOLUTION No.
A RESOLUTION of THE CITY COUNCIL of THE CITY
OF ARROYO GRANDE ACCEPTING EASEMENTS AND
IMPROVEMENTS FOR TRACT 2236 CONSTRUCTED B
MANGANO HOMES
WHEREAS, the City Council approved Final Tract Map 2236 on November 28, 200 6;
and
WHEREAS, the project was conditioned to complete certain public im provements
pursuant to Resolution Igo. 3732 adopted by the City Council on January 13, 2004; and
WHEREAS, the developer has constructed the improvements required by the
conditions of approval for Tract 2236; and
WHEREAS, staff has inspected the improvements and finds they are constructed in
accordance with the approved plans for the project.
Noll, THEREFORE, BE IT RESOLED that the City Council of the City of Arroyo
Grande does hereby accept the following offers of dedication and improvements for
Tract 2236:
1. Public lvat r Easement serving the affordable housing lots and associated
improvements,
2. Public Sever Easement serving the affordable housing lots and associated
improvements,
3. Public Street Easement formerly a private street providing access to Grace
Bible Church, now incorporated into Grace Larne.,
4. Public curb, gutter, side walk, grater lines, sewer facilities, storm drainage
facilities and streets on Grace Lame west of Rodeo Drive.
On action of Council Member , seconded by Council Member
and by the following roll call vote, to wit:
AYES:
NOES:
ABSENT:
the foregoing Resolution was passed and adopted this day of 2010.
Agenda Item 8.k.
Page 3
RESOLUTION LUTI ISO,
PAGE 2
TONY FERRARA, MAYOR
ATTEST:
KELLY WETMORE, CITY CLERK
APPROVED AS TO CONTENT:
T:
STEVEN ADAMS, CITY MANAGER
APPROVED AS TO FORM:
TIMOTHY J. CARMEL, CITY ATTORNEY
Agenda Item 8.k.
Page 4
INCORPORATED
JU LY 10. ,9 MEMORANDUM
ANDUM
F0
TO: CITY COUNCIL
FROM: DOUG PERRIN, DIRECTOR F F RECREATION A►ND MAINTENANCE
SERVICES
SUBJECT: CONSIDERATION OF APPROVAL OF THE RENOVATION OF THE
ELM STREET OFF LEASH DOG PAR
DATE: SEPTEMBER 14, 201
RECOMMENDATION:
It is recommended the City Council:
1. Approve the proposal for renovations of the dog park; and
2. Direct the City Clerk to file a Notice of Determination.
FINANCIAL IMPACT:
The Five Cities Dog Park Association FCDPA has agreed to corer the costs of all
materials and will organize volunteers to paint and install the kick boards,, and spread
the good chirps. Estimated costs for the renovation are as follows:
Found -up — $20
Dick board, hardware and paint — $1,300
Drip Irrigation Supplies — $2
Soil and Plant Material — $1
Wood Chips - $0
O n January 22 �# 2008 the Arroyo Grande City Council unanimously adopted a
Resolution adopting a Mitigated Negative Declaration, designating a portion of Elan
Street Park as an Off Leash Area for Use as a Dog Park, approving an Adopt -A -Park
Agreement `Agreement" with the Fire Cities Dog Park Association "FCDPA" and
authorizing the City Manager to approve and make minor changes and modifications
and to e the Agreement.
The FCDPA raised over $50,000 which was used to install concrete walkways., fencing
and mutt - mitt dispensers. On May 23, .2009, the Elm street Off Leash Dog Park was
officially opened. since that time the facility has provided the opportunity for hundreds of
dogs and their owners to socialize in a safe, clean location. In addition, members of the
FCDPA monitor the park daily, cleaning up after some of the less responsible dog
owners and encouraging observance of the posted ales.
Agenda Item 8.1.
Page 1
CITY COUNCIL
CONSIDERATION OF APPROVAL OF THE RENOVATION ATIO F THE ELM STREET
OFF LEASH DOG PARK,
SEPTEMBER 14, 2010
PAGE 2
The dog park has been a very busy, heavily used facility. As a result, much of the grass,
particularly in the large dog area, has been completely worn away. At its May 12, 201
meeting, the Parks and Recreation Commission considered ar number o renovation
options as presented by staff. The Commission re mmended the City Council a pprove
the use o wood d chips for renovation o f the facility. At its July 13, 2010 meeting, the City
Council conceptually approved the Parks and Recreation C mmissi n's
recommendation of wood chips as the renovation option and directed staff t come back
with a specific proposal for final action, including funding, and appropriate
environmental revie w.
ANALYSIS OF ISSUES:
The renovation project will include killing the remaining grass in the large dog park,
installation of a kick board 2" x 12") to keep the chips inside the park, placement of at
least 8 large planter pots, installation of drip Irrigation and plant material in the planters,
and lastly, installation of good chips. In order to complete the renovation project it is
necessary to first bill the remaining grass around the perimeter o f the large dog park.
Park staff will spray "Round -p" twice over a three or four creek period in order t o
assure a complete kill. Spot spraying will be required periodically.
The City has a large stock of good chips at the corporation yard. Some of those chips
will be contributed to the renovation project. The FCDPA will contact local arb rists and
tree trimmers to donate the necessary balance.
At its July 13, 2010 meeting, the City Council directed staff to conduct the appropriate
environmental revie w o f the renovation project. Community Development staff have
investigated the project and find it to be categorically exempt, per CE QA Guidelines
Section 15301, and prepared a Notice of Determination for the City Council's
consideration (Attachment 1).
ALTERNATIVES:
The following alternatives are provided for the City Council's consideration:
1. Approve the proposal for renovation of the dog park and direct the City Clerk to
file ar Notice of Determination;
2. Modify the proposal and approve the pro posal;
3. Do not approve staff's recommendation; o
4. Provide dire to staff.
ADVANTAGES:
These recommendations will allow Park staff and the FCDPA to move forward with
renovations to the dog park and provide ar more uniform appearance at the least cost for
both improvements and maintenance.
Agenda Item 8.1.
Page 2
CITY COUNCIL
CONSIDERATION OF APPROVAL OF THE RENOVATION of THE ELM STREET
OFF LEASH DOG PARK.
SEPTEMBER 14, 2010
PAGE 3
DISADVANTAGES:
There will be some expenditure of staff time by Dark's personnel and the dog park will
experience short closures during renovations.
ENVIRONMENTAL ONMENTAL F E IE 11:
Community Development staff have investigated the project, have determined it to be
categorically exempt per CEQA Guidelines Section 1 5301, and have prepared a Notice
Of Determination.
PUBLIC NOTIFICATION AND COMMENTS:
IMENTS:
Notification has been sent to the owner, and manag r of the apartments located at 400
South Elm. The Agenda was posted in front of City Hall on Thursday, September 9,
2010 and on the City's web site on Friday, September 10, 2010. No public c omment s
were received.
Attachments:
1. Notice of Determination
Agenda Item 8.1.
Page 3
A. iN ORPORATEO
\,VLY w o, 191
c�
NOTICE OF DETERMINATION
To: F� Office of Planning and Research
1 408 Tenth street
Sacramento, CA 95814
o r
County Clerk of the Board of Supervisors
County of San Luis Obispo
1055 Monterey Street, Rm. D120
San Luis Obispo, CA 93408
ATTACHMENT I
Fro m: C ity O f Arroyo Grande
P.O. Box 550
Arroyo Grande, CA 93421
re aged for this project pursuant to the provisions for
� I e ive Declaration was p
C ECG .
EJ An Environmental Impact Report was prepared for this project pursuant to the
provisions for CEQA.
0 A Categ orical Exemption (per CEQA Guidelines Section 1 5301
Mitigation measures were XX were not made a condition of project approval.
g � ..�
a form will X will not have a significant effect on the
The project, in its p � .!
environment.
statement of overriding considerations was XX was not ardoptd for this project.
A copy of the projec ap may b e examined at the City of Arroyo Grande, 214 East Branch
Street, Arroyo Grande, CA 93420.
SIGNATURE:
E:
TITLE: COMMUNITY DEVELOPMENT DIRECTOR
DATE: Septem 1, 201
DATE RECEIVED ED FOR FILING:
Agenda Item 8.1.
Page 4
This is to ad that the Ci City Council approved the above-described
project � � iect on September 14, 201 and of ru Arroyo Grande de the following determinations, .
;J tR0
INCORPORATED
rrr
JULY 10, 1911,1
MEMORANDUM
T: CITY COUNCIL ILI
FROM: TERESA McCLISH, COMMUNITY DEVELOPMENT DIRECTOR
: MIKE LINN, ASSISTANT CITY ENGINEER
SUBJECT: CONSIDERATION OF AN AWARD OF CONTRACT TO BARAJAS
ASSOCIATES, INC. FOR THE TALLY HO SIDEWALK IMPROVEMENT
VEMENT
PROJECT, PII 2009 -
GATE: SEPTEMBER 14, 201
RECOMMENDATION:
N:
It is recommended the City Council:
1. Award a contract for the Tally Ho Sidewalk Improvement Project to B arajas
Associates, Inc. in the amount of $84,2'11; and
2. Authorize the City Manager to approve change orders for 10% o f the contract
amount, $8,421, for unanticipated costs during the construction phase of the
project (total construction costs = $84,211 + $8,421 = $92,632).
FINANCIAL IMPACT:
The FY 2009/10 Capital Improvement Program includes $179,000 in TE Funds and
$23,300 in Sales Tax Funds for a total of $202,800 for the Tally Ho Road Sidewalk
Improvement Project. The Engineer's Estimate was $105,000.
BACKGROUND:
The project will install the remaining side walk segments, approximately 1300 lineal feet,
along the south side of Tally Ho Road, between Highway 227 and Le Point Street, to
create a continuous pedestrian pathway to the pillage in response to citizen requests to
enhance public safety. The project was identified in the Bikeway and Pedestrian Plan
and identified by the Council as a high priority.
O January 2, 2010, the Council approved the construction plans and specifications
and the environmental determination for the Tally Ho Side walk Improvement Project.
The Council accepted the Traffic Commission recommendations to incorporate into the
project the installation of a crosswalk on Tally Ho Road at the western leg of the
intersection with James Way, and stop bar assemblies on Tally Ho Road at the western
Agenda Item 8.m.
Page 1
CITY COUNCIL
CONSIDERATION of AN AWARD of CONTRACT To BARAJAS & ASSOCIATES,
INC. FOR THE TALLY Ho SIDEWALK IMPROVEMENT T PROJECT, PW 2009 -
SEPTEMBER 1 , 201
PAGE
and eastern legs of the intersection with James Way. Council also directed staff to
review the health of an existing silver maple tree at 210 Tally Ho Road. The silver
maple is within the pathway of the proposed sidewalk and would require a "bulb -out" of
the sidewalk into the roadway to provide the appropriate ADA clearances. Parks
Recreation staff inspected the silver maple, determined that it to be in a deteriorating
condition, and recommended its removal. The project scope of work includes the
removal of the silver maple and the installation of the side walk accordingly.
ANALYSIS of ISSUES:
O September 2, 2010, twelve bids were opened for the Tally Ho sidewalk
Improvement Project. The lowest responsive bid, from Barajas & Associates, Inc., was
in the amount of $84,211. staff has determined the bid to be responsive and
recommends the award of a construction contract to Barajas & Associates, Inc.
The contract time is 30 calendar days. Construction is expected to be performed during
October and early November.
ALTERNATIVES,
The following alternatives are provided for the Council's consideration:
1. Approve staffs recommendations to award a construction contract to the lowest
responsive bidder;
2. Do not award a construction contract for the project at this time; or
3. Provide direction to staff.
ADVANTAGES:
The Tally Ho Road Sidewalk Project was developed in response to citizen requests to
enhance pedestrian safety and have a continuous walking path to access the Village to
the crest. This is especially important during the seasonal festivals, such as the
Stra wberry Festival and the Harvest Festival, when vehicle traffic is discouraged within
the pillage.
The project also provides an opportunity to address traffic calming issues for the
roadway through the placement of roadway striping to visually narrow the roadway, the
installation of stop sign assemblies on Tally H.o Road in each direction at the James
Way intersection, and the installation of digital, solar powered speed limit signs in each
direction of Tally Ho Road.
DISADVANTAGES:
There are no disadvantages identified at this time.
Agenda Item 8.m.
Page 2
CITY COUNCIL
CONSIDERATION OF AN AWARD OF CONTRACT TO BARAJAS & ASSOCIATES,
INC. FOR THE TALLY HO SIDEWALK IMPROVEMENT PROJECT, PW 2009-07
SEPTEMBER 1 , 2 1
PAGE 3
ENVIRONMENTAL REVIEW:
The project is categorically exempt from CE QA pursuant to Guidelines Section
15301(c). Due to the involvement of federal funds, the project also received a Section
6004 I EPA categorical exemption through Carltrarns.
PUBLIC NOTIFICATION AND COMMENTS:
The agendas was posted in front o f City Hall on Thursday, September g, 2010. The
agenda and staff report were posted on the City's web site on Friday, September 10,
2010. No public comments were received as of the time of preparation of this report.
1 #.•1-
1 . Bid Tabulations
Agenda Item 8.m.
Page 3
CITY of
Z •
X11 IALIFORNIA-
t
SUBMITTE
San Benitos Supply
Paso Robles, cA
HJ Construction
San Luis Obispo, CA
ID OPENING 1 LOG SHEET
Deadline: September 2, 2010; 2:00 p.m.
Tally Ho Sidewalk Improvements Project
TOTAL
1059285.00
$ 171,648.00
laino Construction Company 87,579.00
San Luis Obispo, CA
Barajas & Associates, Inc. 84,211.00
King City, CA
Nick E. Pokrajac Inc. 91 ,875.70
Templeton, CA
G. Soa Construction 87,100
Santa Maria, CA
D-Kal Engineering 111P169.00
San Luis Obispo, CA
Arthurs Contracting Inc. $ 130,841.00
Atasoadero CA
Brough Construction, Inc. 98
Arroyo Grande, CA
Burke Corporation 114, 000.
San Luis Obispo, CA
,JJ Fisher Constr tion, Inc. 92 , 580. o
Arroyo Grande, CA
John Madonna Construction Co. 118,650.00
San Luis Obispo, CA
Kitty H on, Deputy City Clergy
c: City Manager
Director of Community Development
Assistant City Engineer
ATTACHMENT 1
Agenda Item 8.m.
Page 4
l ot ROy
O �?
INCORPORATED 9
MEMORANDUM
•* JULY 10, 1011 *
4t IFORN
TO: CITY COUNCIL
v
FROM: TERESA McCLISH COMMUNITY DEVELOPMENT DIRECTOR
SUBJECT: SUPPLEMENTAL INFORMATION ITEM 8.M - CONSIDERATION OF
AN AWARD OF CONTRACT TO BARAJAS & ASSOCIATES, INC.
FOR THE TALLY HO SIDEWALK IMPROVEMENT PROJECT, PW
• 2009 -07
DATE: SEPTEMBER 14, 2010
I am forwarding this memorandum to correct a statement in the September 14, 2010
City Council staff report concerning the Silver Maple tree at 210 Tally Ho Road. The
report stated that the Silver Maple would be removed during construction. The
project design actually directs that the Silver Maple will remain intact. The sidewalk
will be constructed in the original configuration, narrowing to three feet (the ADA
minimum when obstructions are present) between the existing curb and the Silver
Maple.
Please let me know if you require any further information.
A. 11�#APOATED
* .X&v 10, lo11
r�
MEMORANDUM
TO: CITY COUNCIL ML
FROM: ANGELA K AETSCH, DIRECTOR F F ADMINISTRATIVE SE IC
Y: KAREN SISKO, HUMAN RESOURCES MANAGER
�
SUBJECT: CONSIDERATION OF A RESOLUTION TO GRANT ANOTHER
DESIGNATED PERIOD FOR TWO YEARS ADDITIONAL SERVICE
CREDIT WITH THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT
SYSTEM (PERS) FOR THE CLASSIFICATION OF FACILITY
COORDINATOR
DATE: SEPTEMBER 14, 2010
RECOMMENDATION:
It is recommended the City Council: 1 Approve and authorize the Mayor to sign on
behalf of the City the aittaihed Re to grant another designated period for Two
Years Additional Service Credit with the California Public Employees' Retirement
System for the classification o f Facility Coordinator; and 2 Authorize the M ayor to sign
the Certification of Compliance With Government Code Section 20903.
FINANCIAL IMPACT:
The cost o providing Section 20903, Two Years Additional Service Credit, is based on
the eligible employees that select this benefit. In compliance with Section 7507,
Ca IPERS requires that the City must certify that it made public at a public meeting the
costs associated with offering another designated period for the Two Years Additional
Service Credit at least two weeds prier to the adoption of the Resolution. The costs
were presented at the August 24, 2010 Council meeting. Ca IPERS utilizes the
members' annual reportable compensation, ai cost factor bailed on the members age,
and a factor based on whether the City provides ar Survivor Allowance to estimate the
cost. This cost is passed on to the City through a n increase in the Ca IPERS employer
contribution rate. This new rate would go effective .July 1, 2013. The costs are
amortized over ai t wenty -year period. If the eligible employee selects this benefit, the
annual cost is approximately $1 ,895.00 for twenty years for a final cost of roughly
$37,900. The annual salary and benefit savings for this position is $62,039.00 per year.
Agenda Item 8.n.
Page 1
CITY COUNCIL
CONSIDERATION OF A RESOLUTION TO GRANT ANOTHER DESIGNATED
PERIOD FOR TWO YEARS ADDITIONAL SERVICE CREDIT WITH THE
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (PERS) FOR THE
CLASSIFICATION OF FACILITY COORDINATOR
SEPTEMBER 14, 2410
PAGE 2
and benefit savings for the employee would more than pay for the full cost of offering
this benefit.
DISADVANTAGES:
TALES:
The cost of this benefit is amortized over twenty 20 years so' the cost of offering this
benefit will be delayed into future years. The cost provided in this report is a
a pproximate cost. CalPEl s does not provide the actual cost of the benefit until they
provide the annual valuation report for the fis year that begins two years after the end
of the designated period. The City must also certify that any vacancy created by a
retirement under this section or at least one vacancy in any position in the
Miscellaneous organizational unit remain permanently unfilled, thereby resulting in an
overall reduction in the work force of such organizational unit.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration;
1. Approve staff's recommendation by adopting the Resolution to grant another
designated period for Two Years Ad Service Credit;
2. Conduct a layoff in the Recreation reation and Maintenance Services Department and not
incur the costs associated with offering this benefit;
3. Do not approve staffs recommendations;
4 . Provide direction to staff.
ENVIRONMENTAL REVIEW:
IEW:
N o environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September 9, 2010. The
Agenda and report were posted on the City's website on Friday, September 101, 2010.
No public c omments were received.
1� T511 I II
1. List of Job Classifications Eligible for Two Years Additional Service Credit,
Section 20903
Agenda Item 8.n.
Page 2
RESOLUTION UTION No.
CITY COUNCIL
OF THE
CITY of ARROYO GRANDE
RESOLUTION
To
GRANT ANOTHER DESIGNATED PERIOD
FOR
TWO EARS ADDITIONAL SERVICE CREDIT
EREA� the City Council of the City of Arroyo Grande is a contracting Public Agency
VIJH � � _
of the Public Employees' Retirement System; and
VllH
EREAS said Public Agen s desires to provide another designated period for Two
Years Additional Service - Credit, Section 20903, based on the - contract
amendment included 'in said contract whi ch provided for Section 20903,
Two Years Additional Service- Credit, for eligible members;
VII THEFEFRE BE IT RESOLVED, that said City Council does seek to add
another designated period, and does} hereby authorize this Resolution,
indicating a desire to add a designated period from
I th �. � i for
� + 6 er �
e1I 4�a c r. 4.7 e r members to the
r c '�e - r :
Adopted and approved this day of - ~
CITY COUNCIL
F THE
CITY'F ARROYO GRAZE
BY
Presiding Officer
Attest:
Clerk Secretary
( Rev. 1 / 96)
Agenda Item 8.n.
Page 3
Attachment 1
CITY of ARROYO GRANDE
LIST of JOB CLASSIFICATIONS ELIGIBLE FOR TWO YEARS
ADDITIONAL SERVICE CREDIT, SECTION 20303
The following is a list of job classifications in the Miscellaneous ellaneous Grou eligible for Two
Years Additional Service Credit, Section 209 03 if they retire during the window of
October 1, 2010 through December 31, 2010:
Classification
De rtment
Facility Coordinator
Recreation and Maintenance Services
Agenda Item 8.n.
Page 4
S CITY OF
R n ovo GFi oe
S -
° ICALIFORNIA
MEMORANDUM
TO: CITY COUNCIL
FROM: ANGELA KRAETSCH, DIRECTOR OF ADMINISTRATIVE SERVICES
SUBJECT: AGENDA ITEM 8.n. - SUPPLEMENTAL INFORMATION
RESOLUTION —TWO YEARS ADDITIONAL SERVICE CREDIT WITH
CALPERS FOR FACILITY COORDINATOR
DATE: SEPTEMBER 14, 2010
Attached is Page 2 of the staff report for Agenda Item 8.n., which was inadvertently
omitted from the Agenda packet.
c: City Manager
City Attorney
City Clerk
CITY COUNCIL
CONSIDERATION OF A RESOLUTION TO GRANT ANOTHER DESIGNATED
PERIOD FOR TWO YEARS ADDITIONAL SERVICE CREDIT WITH THE
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (PERS) FOR THE
CLASSIFICATION OF FACILITY COORDINATOR
SEPTEMBER 14, 2010
PAGE 2
BACKGROUND:
The City contracts with the California Public Employees' Retirement System (CaIPERS)
to provide retirement benefits to employees. The retiree benefits are based on the
number of years of service, the employee earnings, and the benefit provision of the
contract.
Last year the City amended the contract with CaIPERS to provide an additional optional
retirement benefit to employees. Under Government Code Section 20903, an agency
can offer Two Years Additional Service Credit (commonly referred to as the "Golden
Handshake ") to members who retire during a designated period because of impending
mandatory layoffs, demotions or transfers that constitute at least one percent of the unit
that will remain permanently unfilled.
ANALYSIS OF ISSUES:
At the August 24, 2010 Council meeting, the City Council approved the reorganization
of the Recreation Division. As part of the approved reorganization to avoid the lay -off of
the Recreation Coordinator position, the incentive of Two Years Additional Service
Retirement was considered for another employee in the department who was
considering retirement. In order for an employee to be eligible to take advantage of this
benefit, they must be in a position designated as eligible for this benefit, be at least fifty
(50) years of age, have five (5) years of service credit with CaIPERS, and retire within a
specified period of time designated by the City. This window of time has to be a
minimum of ninety days and a maximum of 180 days effective after the date of the
resolution. The designated period shall be October 1, 2010 through December 31,
2010.
Pursuant to Government Code Section 20903, the Two Years Additional Service Credit
would be made available for eligible employees in the classification listed below:
Facility Coordinator.
This benefit is only recommended in operations where staff believes vacancies can be
maintained.
In order to grant another designated period for the Two Years Additional Service Credit,
the City must adopt a resolution as prepared by CaIPERS and have the Presiding
Officer sign the Certification of Compliance with Government Code Section 20903.
ADVANTAGES:
By offering this benefit, an employee has indicated she would voluntarily retire, thereby
reducing a layoff required by the City in order to balance the budget. One year of salary
RO
►o
INCORPORATED
JULY ' to l' MEMORANDUM
AI DUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER
..
SUBJECT: CONSIDERATION OF FIFE TRUCK/AERIAL APPARATUS
AGREEMENTS
DATE: SEPTEMBER 1 , 20'10
RECOMMENDATION
DATIOI
It is recommended the City Council: 1 approve a Use and Operation of Fire
Apparatus Agreement with the Five Cities Fire Authority; and 2 approve a Fire
Truck Aerial Apparatus Cooperative Agreement with the City of Grover Beach and
ceano Community Services District.
FINANCIAL IMPACT:
The total cost of purchasing the fire apparatus is $925,607. A grant will fund
$774,843, leaving $150,764 to be funded through a lease purchase agreement. The
City of Arroyo Grande will be responsible for ° of the costs based on an agreed
upon formula. As a result, the cost impact to the City will be $21,163 annually for a
five -year period. This amount will be funded from Local Sales Tax funds. The aerial
apparatus was one of the original needs identified when the Local Sales Ta
Measure was proposed and approved by the voters.
B ACKGROUND :
The city of Arroyo Grande Fire Department was successful in securing grant funding
from the Assistance to Firefighters Grant Program to purchase a 100' Aerial Platform
Fire Apparatus. The City of Arroyo Grande served as the applying agency for the
grant, but the intent of the application was to obtain funding for acquisition of
equipment for joint use by Arroyo Grande, Grover Beach and OCSD.
The Fire Oversight Committee approved a cost shaming formula, which was based on
a combination of population, past response to incidents requiring use of an aerial
apparatus, and number of properties that could potentially require use of an aerial
apparatus for response to an emergency. The equipment has been ordered, but not
yet received. At the June 8, 201 meeting, the City Council approved a .Joint
Exercise of Powers Agreement with the City of Grover Beach and Oceano
Agenda Item 8.o.
Page 1
CITY coc1L
CONSIDERATION ATIOi of FIRE TRUCK/AERIAL APPARATUS AGREEMENTS
TS
SEPTEMBER 14, 2010
PAGE 2
Community Services District CSD to form the Five Cities Fire Authority for the
provision of joint fire services.
ANALYSIS of ISSUES:
Under the terms of the Five Cities Fire Authority .Joint Powers Agreement, all
apparatus will be property of the Fire Authority. However, the guidelines of the grant
required the application be submitted by a single agency, which will maintain
ownership through the period it is financed. Therefore, the City will be required to
maintain ownership for a -year period.
Two agreements have been drafted and proposed in order to address use and
ownership of the apparatus during this time period. The first is an agreement
between the City of Arroyo Grande and the Five Cities Fire Authority necessary
because the equipment will be owned by the City, but operated and maintained by
the Authority. Therefore, this agreement sets forth the terms for this relationship.
The Authority will pay for and administer both maintenance and insurance under the
terms of the agreement.
The second agreement is between the City of Arroyo Grande, City of Grover Beach
and OCSD. This agreement sets forth the terms for sharing costs of the financing of
the equipment and specifies that ownership will be transferred to the Five cities Fire
Authority when the financing has been retired.
ALTERNATIVES:
The following alternatives are available for City Council consideration:
Approve both agreements;
Modify as appropriate and approve both agreements;
Direct staff to renegotiate how the future o wnership or financing of the
equipment is structured;
Provide other direction to staff~.
ADVANTAGES:
Approval of the agreements enables the Five Cities Fire Authority to fully utilize and
direct the new aerial apparatus equipment while complying with the terms of the grant
provisions, which will enable the Authority to equip the City with updated aerial
capabilities at minimal cost. Approval will also set forth provisions for sharing of
costs with the other agencies, which results in reduced costs to the city for financing
the local matching funds required by the grant, insurance and maintenance.
DISADVANTAGES:
The only disadvantage is that the city will be relinquishing a valuable piece of
equipment to an independent agency. However, this is consistent with the intent of
the original grant application.
Agenda Item 8.o.
Page 2
CITY COUNCIL
CONSIDERATION of FIFE TRUCK/AERIAL APPARATUS AGREEMENTS
EEMENTS
SEPTEMBER 14, 2010
PAGE
ENVIRONMENTAL ONMENTAL F EVIE :
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted ire front of City Hal I on Thursday September 9, 201 o and on
the City's website on Friday, September 10, 2019. No comments were received.
Attachments:
1. Use and Operation of Fire Apparatus Agreement with the Five Cities Fire
Authority
2. Fire Truck/Aerial Apparatus Cooperative Agreement with the City of Grover
Beach and OCSD
Agenda Item 8.o.
Page 3
ATTACHMENT 1
AGREEMENT FOR USE AND OPERATION OF FIRE APPARATUS
This Agreement for Use and Operation of Fire Apparatus "Agreement" dated September
14 2010, is entered into by and between the city of Arroyo Grande a municipal corporation
("Arroyo Grande), and the Five cities Joint Fire Authority, a California joint powers authority
("Authority"). Arroyo Grande and Authority are sometimes referred to heroin collectively or
individually as "Parties" or "Party ".
WHEREAS, the cities of Arroyo Grande, Grover Beach and the Oceano Community
Services District "the Jurisdictions ") created the Authority pursuant to Government code §§
6500 et sect. by executing a Joint Exercise of Powers Agreement (the "JPA Agreement" ) for
the purpose of providing more efficient and effective fire protection services within the
agency's respective jurisdictions; and
WHEREAS, under the terms of the JPA Agreement all of the fire fighting apparatus owned
by the Jurisdictions was transferred to the Authority; and
WHEREAS, Arroyo Grande recently was successful in securing grant funding from the
Assistance to Firefighters Grant Program to puircha se a 100' Aerial Platform Fire Apparatus
(hereinafter called the "Fire Apparatus "; and
WHEREAS, due to the terms of the grant Arroyo Grande needs to remain the owner on title
for the Fire Apparatus until the financing not covered by the great has been retired; and
WHEREAS, under a separate agreement the Jurisdictions have i agreed to share the
costs of financing the Fire Apparatus that were not covered by the grant through a lease
purchase agreement to be entered into by Arroyo Grande, (ii) agreed that the Fire
Apparatus will be used by the Authority during the terra of the lease purchase agreement
until the financing has been retired, and (iii) agreed that following the retirement of the
financing the Fire Apparatus will be transferred to the Authority; and
WHEREAS, Arroyo Grande and the Authority desire to enter into this Agreement in order to
set forth the terms and conditions for the use, the operation and ultimate transfer of the Fire
Apparatus.
NOW, THEREFORE, I E, in consideration of the mutual promises and covenants contained
herein and for other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
Upon delivery of the Fire Apparatus, Arroyo Grande will, under the terms and
conditions of this Agreement, deliver and make it available to the Authority for use on
a full time and exclusive basis until the end of the lease term and the retirement of
the financing,, after which time Arroyo Grande shall transfer ownership title for the
Fire Apparatus to the Authority. Upon such transfer of ownership the Fire Apparatus
shall be subject to the terms and conditions of the Joint Powers Agreement relating
to major pieces of apparatus.
Agenda Item 8.o.
Page 4
2. Subject to the separate cost sharing agreement entered into among the
Jurisdictions, Arroyo Grande shall make all the lease payments for the Fire
Apparatus for the term of the entire lease purchase agreement and shall at no cost
to the Authority insure the Fire Apparatus against all risks and in an amount
sufficient to replace the Fire Apparatus in an event of loss.
3. Authority shall service and maintain the Fire Apparatus at its own cost and include it
in the Authority's insurance policy solely for purposes of liability coverage.
4. The term of this Agreement shall coincide with the terra of the Arroyo Grande's lease
purchase agreement for the Fire Apparatus and shall terminate upon transfer of the
title to the Fire Apparatus to the Authority.
5. Upon reasonable notice, Authority shall make the Fire Apparatus available to Arroyo
Grande or the Lessor for purposes of inspection or any other reason required under
the lease purchase agreement.
6. In the event of Arroyo Grande's withdrawal from the Authority, the parties shall
renegotiate in good faith the effected terms of this Agreement.
7. MISC
7.1 Entire Agreement This Agreement constitutes the entire agreement
between the Parties with respect to the subject natter hereof and
supersedes all prior agreements, understandings and arrangements, both
oral and written, between the Parties hereto with respect to such subject
matter. Nothing in this Agreement shall be deemed to modify the terms and
conditions set forth in the JPA Agreement. Except as otherwise provided
herein, this Agreement may not be modified, amended, altered or rescinded
in any manner, except by written instrument signed by both of the Parties.
The waiver by either Party of a breach or compliance with any provision of
this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or compliance.
7.2 Assignment A Party may not assign this Agreement without the prior written
consent of the other Party.
7.3 Notices. Unless otherwise specified herein, any notices or other
communications required or permitted hereunder shall be given in writing and
be delivered personally or sent by facsimile transmission, internationally
recognized overnight courier, registered or certified mail (postage prepaid
with return receipt requested) as follows:
To Arroyo Grande: City of Arroyo Grande
Att n : City Clerk
P.O. Box 550
Arroyo Grande, CA 93421
Agenda Item 8.o.
Page 5
To Authority: Five cities Fire Authority
Attn : Secretary to the Board
140 Traffic Inlay
Arroyo Grande, CA 93420
Such notices or other communications shall be deemed received i on the
date delivered, if delivered personally, (ii) on the date that return confirmation
is received by sender, if sent by facsimile or {iii} five days after being sent,
if sent by first class registered ,mail, return receipt requested.
7. Relationship of the Parties Nothing in this Agreement, or in the course of
dealing between the Parties pursuant to this Agreement, shall be deemed to
create bet the Parties (including their respective officers, employees
and agents) in connection with the subject ,natter herein, a partnership, joint
venture, association, employment relationship or any other relationship, other
than that of independent contractors with respect to each other. Neither
Party shall have the authority to commit or legally bind the other Party in any
manner whatsoever, including but not limited to, the acceptance or making of
any agreement, representation or warranty.
7. No Third Party Beneficiaries This Agreement inures to the benefit of the
Parties only and no third party shall have any rights hereunder.
7. severabilit If any provision
unenforceable, such provision shall
and shall be replaced by a valid a
possible achieves the same obj
intended to achieve, and the rem
continue in full force and effect.
of this Agreement is held invalid or
be deemed deleted from this Agreement
nd enforceable provision which so far as
ectives as the severed provision was
aining provisions of this Agreement shall
7 survival. Any provision of this Agreement which contemplates performance
or observance subsequent to any termination or expiration of this Agreement
shall survive any termination or expiration of this Agreement and continue in
full force and effect.
Headings The section headings used herein are for reference and
convenience only and shall not eater into the interpretation hereof.
7.9 Venue. Any dispute under this Agreement shall be resolved under the laws
of the State of California and venued in San Luis Obispo county.
7.10 Indemnification. The Authority and Arroyo Grande agree to indemnify and
hold the other Party harmless from all liability for damage to persons or
property arising out of or resulting from the acts or omissions of the
indemnifying Party in connection with performance under this Agreement.
Agenda Item 8.o.
Page 6
IN WITNESS ESS HEI EOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement effective as of the date first written above.
FIVE CITIES FIRE AUTHORITY
MW
John P. shoals, Chair
Attest:
CITY OF ARROYO GRANDE
By:
Tony Ferrara, Mayor
Attest
Nancy J. Haglund, secretary to the Board Kelly Wetmore, City Clergy
Agenda Item 8.o.
Page 7
ATTACHMENT
FIFE TRUCK/AERIAL APPARATUS COOPERATIVE E AG EEMEr T
This Fire Truck/Aerial Apparatus Cooperative Agreement "Agreement" is entered into
by and between the City of Grover Beach, a municipal corporation "Grover Beach"), the
City of Arroyo Grande, a municipal corporation "Arroyo Grande"), and the Oceano
Community services District, a California special district "OCSY , collectively or
individually referred to as "Parties" or `Party
RECITALS
LS
WHEREAS,, each of the Parties previously operated a fire department with finite fire
service resources. Based upon their recognition of the benefits of combining their
respe fire service resources, in July 2004 Arroyo Grande and Grover Beach
entered into an agreement to provide joint administration of fire services for both
jurisdictions. In [Larch 2008 the agreement was amended to include OCSID.
Subsequently, Arroyo Grande, Grover Beach and OCSD have entered into a Joint
Powers Agreement pursuant to which a separate agency, the Five Cities Fire Authority,
has been created to combine their respective fire service providers into one provider;
and,
WHEREAS, the City of Arroyo Grande recently was successful in securing grant funding
from the Assistance to Firefighters Grant Program to purchase a 100" Aerial Platform
fire apparatus (hereinafter called the "Grant " "; and,
WHEREAS, Arroyo Grande has determined that the Fire Apparatus to be purchased will
b a Q uint 100' aerial platform fire apparatus from Pierce Manufacturing, Inc. (the "Fire
Apparatus ", and that the acquisition of the Fire Apparatus will be on the basis of a
lease purchase at a cost of $851 ,543, plus $74,065 sales tax, making the total cost of
the Fire Apparatus $925,607; and,
Agenda Item 8.o.
Page 8
WHEREAS, although under the proposed Joint Powers Agreement major pieces of fire
apparatus are the property of the Fire Cities Fire Authority, it is understood that based
upon the Grant funding the Fire Apparatus must remain under the ownership of the City
of Arroyo Grande until any financing that is arranged for its acquisition has been retired;
and,
WHEREAS, EAS, the Grant is in the amount of $815,625 and the parties are In agreement
that the funds for matching the Grant and otherwise required for the balance of the cost
to acquire the Fire Apparatus shall be shared, as farther provided in this Agreement;
and,
WHEREAS, EAS, after applying the proceeds of the Grant toward the lease agreement, there
will be a balance of $150,764 to finance in annual payments of $38,478 over a fire year
period; and
WHEREAS, this Agreement will facilitate the forgoing and will be to the mutual interest
and advantage of all Parties;
NOW, , THEF EF F E,, in consideration of the mutual covenants herein made, the Parties
agree as follows:
I . Purpose. This Agreement when executed by the Parties hereto shall provide
for the ownership, operation and sharing of the costs related to the Fire Apparatus.
2. Cost Allocation. The following cost allocation "Cost Allocation ", which has
been developed based upon an analysis of a combination of po historical
utilization of the ladder truck being replaced by the Fire Apparatus, and the number of
structures in each jurisdiction that would potentially require use of the Fire Apparatus
during response to a fire incident, is the appropriate method for sharing the cost of the
Fire Apparatus.
Arroyo Grande: %
Agenda Item 8.o.
Page 9
Grover Beach: 30%
CSD: 15%
3. Financing. The City of Arroyo Grande shell be responsible for executing any and
all documents related to the Grant, as well as arranging for the purchase and financing
of the Fire Apparatus. It is understood that the financing will be in the form of a 5-year
lease purchase agreement with annual payments in the amount of $38,478.35. Based
upon the Cost Allocation in paragraph 2, each Parties' allocation of the annual payment
("Financing Allocation" shall be:
Arroyo Grande 55 %). $21,163.00
Grover Beach 30 %): $11,544.00
CS D (15%): $5
4. Cost Reimbursement. The Parties shall transmit their respective portion of
Financing Allocation within 30 days of receipt of invoices sent by Arroyo Grande. In
addition, the Parties' agree that any ongoing maintenance and operational costs
incurred by Arroyo Grande will also be shared in the same proportion as the Cost
Allocation and subject to payment by the parties upon being invoiced by Arroyo Grande.
Maintenance and operational costs shall include any costs for insuring the Fire
Apparatus incurred by Arroyo Grande.
5. Ownership and operation of Fire Apparatus. Until such time as the
financing has been retired, ownership of the Fire Apparatus shall remain with the City of
Arroyo Grande. Thereafter Arroyo Grande shall transfer ownership to the Fire Cities
Fire Authority: Anything in this Agreement to the contrary notwithstanding, control of the
Fire Apparatus shell be subject to the terms and conditions of the Joint Powers
Agreement relating to major pieces of apparatus. The Fire Apparatus shall include
standardized Fire Cities Fire Authority identification and operation shall be under the
control of the Five Cities Fire Authority.
Agenda Item 8.o.
Page 10
A separate agreement for operation of the Fire Apparatus by the Five Cities Fire
Authority will also be entered into between Arroyo Grande and the Authority to provide
for the day to day operation of the Fire Apparatus until retirement of the financing, as
provided in this Section b. Pursuant to the agreement as described in this Section 5, the
operation of the Fire Apparatus shall be governed by the towns of the Joint Powers
Agreement until it is transferred to the Five cities Fire Authority as provided herein.
6. Term of this Agreement The term of this Agreement shall commence
immediately upon execution by all Parties and shall terminate after ownership of the
Fire Apparatus has been transferred to the Fire cities Fire Authority. In the event
Arroyo Grande terminates its membership in the Flare Cities Fire Authority prior to the
retirement of the financing and transfer of ownership of the Fire Apparatus to the
Authority, the Parties agree that financial arrangements will be made in a manner that
insures that Fire Apparatus will still be made available for use by the Five cities Joint
Authority,, or if the Authority is disbanded, to the other Parties to this Agreement. The
Parties agree to bargain in good faith to create a new agreement providing for such
financing and use.
7. Non-assignability This Agreement may not be assigned by any Party without
first obtaining the express written consent of the remaining non - assigning Parties.
8. Notices. Any notice or communication required under this Agreement to be
delivered to, served upon, or given to any Party by any other Party to this Agreement
must be in writing and may be given either by i personal service, (ii) delivery by a
reputable document delivery service, such as but not limited to, Federal Express, which
provides a receipt showing date and time of delivery, or (iii) mailing in the United States
Mail, certified mail, postage prepaid, return receipt requested, addressed to the address
of the party as set forth below or at any other address as that party may later designate
by notice:
Agenda Item 8.o.
Page 11
. Grover Beach
Robert Perrault
City Manager
154 S. 8th Street
Grover Beach CA 93433
b. Arroyo Grande
Steven Adams
City Manager
214 E. Branch Street
Arroyo Grande, CA 93420
C. 0C.SD
F affaele F. Monter urro
General Manager
P.O. Box 599
oceano, CA 93475
g. Mutual Indemnification The Parties agree to indemnify, defend and hold all other
Parties harmless from all liability for damage to persons or property arising out of or
resulting from the acts or omissions of the indemnifying Party in connection with any
subject matter covered under this Agreement.
+10. Entire Agreement Grover Beach, Arroyo Grande and OCSD agree that this
Agreement constitutes the sole and only Agreement between them regarding the
financing of the Fire Apparatus and correctly sets forth their obligations and duties with
respect to each other.
11. Amendment. This Agreement may be amended only by a written consent of
the Parties to the Agreement.
Agenda Item 8.o.
Page 12
2. No Interpretation Against Drafting. This Agreement has been negotiated at
arm"s length between the Parties hereto. Accordingly, any rule or law (including
California Civil Code § 1635 et seq.) or legal decisions that would require interpretation,
or any ambiguities in the Agreement against the Party that has drafted the applicable
provision, is not applicable and is waived. The provisions of the Agreement shall be
interpreted in ar reasonable manner to affect the purpose and intent of the Parties.
13. Counterparts The Panties hereto agree that there shall be three originals of
this Agreement which shall be identical in all respects, including form and substance.
The Parties may execute this Agreement in three or more c ounterparts, which shall, in
the aggregate, be deemed an original, but all of which, together, shall constitute one
and the same instrument.
14. Governing Law This Agreement shawl be construed in accordance with and
governed by the laws of the State of California.
Executed art Arroyo Grande, Grover Beach and Oc eano, California, on the date and
year first appearing above.
CITY OF ARROYO GRANDE
B y:
Tory M. Ferrara, Mayor
Attest:
Kelly Wetmore, City Clerk
CITY OF GROVER BEACH
John P. Shoals, Mayor
Attest:
Donnas L. McMahon, City Clergy
Agenda Item 8.o.
Page 13
Approved As To Form:
Timothy J. Carmel, City Attorney
Approved As to Form:
Martin D. Koczanowicz, City Attorney
OCEAI O COMMUNITY SERVICES DISTRICT
Vernon Dahl, President
Attest:
Raffaele F. Monternurro, Board Secretary
Approved As to Form;
Ryan VII Fothergill, District Legal Counsel
Agenda Item 8.o.
Page 14
R
A 011t INCORPORATED
7.
0
*JULY 10. 1011
c�
T.
FROM
MEMORANDU
CITY COUNCIL
CITY MANAGER .i
SUBJECT. CONSIDERATION OF AN AMENDED AND RESTATED AGREEMENT
F PURCHASE AND SALE AND IMPROVEMENT WITH NICHOLAS J.
TOMPKINS
DATE. SEPTEMBER 1 , 2010
RECOMME
N:
It is recommended that the City Council approve and authorize the City Manager to
execute a n Amended and Restated Agreement of Purchase and Sale and Improvement
("Amended and Reinstated Agreement") with Nicholas J. Tompkins ("NJT").
FINANCIAL IMPACT:
The amendment does not impact the financial terms o the Agreement. Therefore, there
is no financial impact from the proposed action.
BACKGROUND
O n April 27, 20-10 the City and N T Commercial "NKT entered into an Agreement of
Purchase and Sale and Improvement ("Agreement"). The Agreement was subsequently
amended on August 24 2 201 g (the "First Arne nd me nt").
ANALYSIS SIS OF ISSUES:
The City received a request from NKT representatives to rate two 2 additional
changes to the Agreement. First, the Agreement must be amended to accurately reflect
the o wnership of the property, located at 111 South Mason Street (the "property") by
Nicholas J. Tompkins, as an individual. Additionally, the assignment provision (Section
13 ) oo the Agreement should be amended to give NJT the right to designate a wholly
o wned NJT affiliate for purposes of taking title upon close of escrow, o any time
thereafter, as originally contemplated by the parties. It should be noted that if NJT
chooses to assign the property to a wholly owned NJT affiliate, NJT shall remain liable
for the full performance of all obligations and requirements under the Amended and
Reinstated ted Agreement.
Agenda Item 8.p.
Page 1
CITY COUNCIL
CONSIDERATION OF AN AMENDED AND RESTATED AGREEMENT OF PURCHASE
AND SALE AND IMPROVEMENT WITH NICHOLAS J. TOMPKINS
SEPTEMBER 14, 2010
Page 2
ALTERNATIVES:
The following alternatives are provided for the Council's consideration.
Approve and authorize the City Manager to e an Amended and Restated
Agreement o f Purchase and Sale and Improvement with NJT;
Modify as appropriate and approve and authorize the City Manager to execute an
Amended and Restated Agreement of Purchase and Sale and Improvement with
NJT; or
Provide direction to staff.
ADVANTAGES:
Approval of the Amended and Restated Agreement will ensure that the property owner
of record is the transferor. Additionally, amending the Assignment provision is
advantageous to the City because it will provide for multiple performance layers. If NJT
chooses to designate a wholly owned NJT affiliate for purposes of taking title of the
property, then both NJT and the designated affiliate will be bound by the Amended and
Restated Agreement.
DISADVANTAGES:
No disadvantages to the recommendation have been identified.
ENVIRONME NTAL REVIEW:
IEVIL:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
TS:
The Agenda was posted in front of City Hall on Thursday, September 9, 2010. The
Agenda and report were posted on the City's website on Friday, September 10, 2010.
No public comments were received.
Attachments:
1. Amended and Restated Agreement of Purchase and Sale and Improvement
Agenda Item 8.p.
Page 2
ATTACHMENT I
AMENDED AND REST'AT'ED AGREEMENT OF
PURCHASE 'HASE AND SALE AND IMPROVEMENT
This Amended and Restated Agreement of Purchase and Sale and Improvement " ;Agreement"
is entered into as of September , 2 0 1 (the "Effective feeti Date" ) between The City of Arroyo Grande, a
municipal corporation formed under the laws of the state of Calif i a (the "City" ) aand Nicholas J.
Tompkins NJT ("NJT"). The City and NJT are collectively referred to herein, as the "Parties ".
RECITALS
WHEREAS, the City is the owner of that certain real property located in Arroyo Grande, Calif mia
(APIA: 007 - 492 -004);
WHEREAS, NJT is the owner of that certain real property located in Arroyo Grande California (APN
007-493-019) more particularly described in Exhibit A attached to and incorporated into this Agreement
(collectively, "Parcel 2" ) (Parcel 1 and Parcel 2 are sometimes collectively referred to herein as the
`Property" ) ;
WHEREAS, City and NJT entered into an Agreement of Purchase and Sale and Improvement on April
27, 2010 (the "Original Agreement"); and
WHEREAS, the Original Agreement was amended by the Parties on August 24, 2010 (the "First
Amendment"); and
WHEREAS, the Parties have determined that it is necessary that the Original Agreement, as amended,
must be further - r amended; and
WHEREAS, in order to eliminate any confusion associated with multiple separate documents which
together constitute this Agreement, the Parties wish to enter into this comprehensive Amended and
Restated Agreement of Purchase and Sale and Improvement; and
WHEREAS, this Amended and Restated Agreement of Purchase and Sale and Improvement shall
supersede all prior forms of this Agreement including, but not limited to, the Original Agreement and the
First Amendment.
NOW, THEREFORE, in consideration of the mutual covenants of the Parties and other good and
valuable consideration, the receipt and sufficiency of which are herby acknowledged, the Parties hereto
agree as follows:
SEC'T'ION 1.
Purchase and Sale.
Subject to the terms and conditions in this Agreement, The City agrees to sell and NJT agrees to
purchase Parcel 1; and NJT agrees to sell and the City agrees to purchase Parcel 2.
Agenda Item 8.p.
Page 3
SECTION .
Purchase Price.
Except as otherwise provided in Section 2e below, the purchase price to be paid by the City to
NJT for Parcel 2 shall be TWO MILLION TWENTY THOUSAND D DOLLARS ($2,,020,000.00) (the
"Parcel 2 Purchase Price" and the purchase price to be paid by NJT to the City for Parcel 1 shall be
EIGHT HUNDRED FORTY DINE THOUSAND DOLLARS ($849,,000.00) (the "Parcel I Purchase
Price").-
(a) Parcel 1:
(i) within five days following the execution of this Agreement by all panes, NJT
shall deposit with First American Title Company ( "Escrow Holder") the sum of
$1,000. o ("Deposit"); and
( ii) On or before the Close of Escrow, NJT shall deposit the balance of the Parcel 1
Purchase Price with Escrow Holder.
(b) Parcel Z:
( i) within five days following the execution of this Agreement by all parties, the City
shall deposit with First American Title Company "Escrow Holder" the sung of
$1,0 .o ("Deposit'); and
( ii) On or before the Close of Escrow, the City shall deposit the balance of the Parcel 2
Purchase Price with Escrow Holder.
(iii) If, at anytime between two 2 years and six gears after the Effective Date of this
Agreement, City, in its sole discretion, determines that continued ownership of Parcel
is no longer in the City's best interests, NJT shall repurchase Parcel 2 for TWO
MILLION ONE HUNDRED THOUSAND DOLLARS $2,1 00,000.00, the
"Repurchase Price" payable within one hundred and eighty days to days) of
JT's receipt of City's written notification electing to involve this provision. City
agrees not to remove any tenant improvements that have become fixtures prior to
conveying building to NJT if repurchased by NJT hereunder. In order to assure
IJT's repurchase of Parcel 2, NJT, or an affiliated NJT owned entity, shall, no later
than two 2 years from the Effective Date, execute a $600,000 Trust Deed in favor
of the City and secured as a first priority lien against a parcel of real property owned
by NJT, or an affiliated NJT owned entity, with value and equity equal to
$600,000.00 or greater
c If the City requires the final design of the Improvements (as defined in Section 11 below) to
maintain all or a substantial portion of the front fa ade of the existing structure at 200 East Branch Street,
given increased construction costs, the loss of developable space and corresponding estimated loss in
future revenue directly attributable to the retention of a portion of or all of said front faade, the Parcel 1
Purchase Price shall be decreased by an amount not less than SEVENTY SEVEN THOUSAND FOUR
R
HUNDRED NINETY EIGHT DOLLARS ($77,498.00) nor more than EIGHTY Two THOUSAND
EIGHT HUNDRED AND ONE DOLLARS ($82. 101.0 , with the exact amount to be determined by the
Parties.
2
Agenda Item 8.p.
Page 4
d As further consideration under this Agreement, City shall modify and restrict Short Street
between East Branch Street and 01ohan Alley (hereinafter the `Short Property" ) to provide for one -way
ingress only. Subject to compliance with abandonment procedures, NJT shall have the right to purchase a
fee simple interest in an approximate six hundred sixty -six (666) square foot portion of the Short
Property, as generally depicted in Exhibit B attached hereto and incorporated herein by this reference, to
be used exclusively for outdoor restaurant seating, for a purchase price of FORTY THOUSAND
DOLLARS ($40,000.00). The purchase price shall be added to the Parcel 1 Purchase Price and be
deposited by NJT in the Escrow described in Section 4 below, and distributed in accordance therewith.
SECTION
Conditions Precedent.
(a) Conditions Precedent to Closing. Each Party's obligation to purchase the Property from the other
Warty is subject to the following conditions precedent "Conditions Precedent ":
(1 Title Policy Title to the Property shall be conveyed by a good and sufficient Grant
Deed u j ct to no exceptions other than 1 the lien of local real property taxes and
assessments not yet due or payable, and 2 all exceptions to title set forth in a
preliminary report (the "Preliminary Report"), as issued by the First American Title
Company (the "Title Company"), hereinafter, 1 and (2 )_shall be collectively
referred to as the "Conditions of Title". Title Company p any .11 provide the Parties ith
the Preliminary Report within three 3 clays of the Effective Date. If either buyer
Party objects to any exceptions to title stated in the Preliminary Report by written
notice specifically listing the exceptions (the "Objection Notice" ) , and delivered to
the other seller Party within fifteen n 1 days after receipt of the Preliminary Report,
the seller Party shall use reasonable efforts to clear title to the property of such
exceptions. If the exceptions objected to cannot be removed and/or otherwise
eliminated as title exceptions within ten 1 days after the seller Party's receipt of the
Objection Notice, this Agreement shall be terminated and any money deposited by any
party hereunder shall be returned. Delivery of title in accordance with the foregoing
shall be evidenced by the issuance by the Title Company, of its standard ALFA
owner's policy of title insurance, together with such endorsements reasonably
required, in the amount of lie Purchase Price, showing title to the Real Property
vested in the buyer party and subject only to the Conditions of Title. Either Party may
instead obtain an Extended ALTA Owners title insurance policy, however such
Party shall be solely responsible for the difference in cost between the extended
coverage policy and the standard ALTA owner's policy provided for hereunder; and,
ii
Obligations The performance by each Party of every covenant, condition,,
agreement, and promise to be performed by that Party pursuant to this Agreement
and the related documents executed or to be executed by the Parties.
(iii) Re resentations. That all representations and warranties in this Agreement and the
related documents executed or to be executed are truthful and accurate.
(iv) Parcel i Division: Prior to the conveyance of Parcel I to I JT, the City shall legally
divide the sane so that there are two legal and marketable parcels, consisting of. 1
a parcel of land improved solely by the existing Public works building and related
improvements, said lot being configured in a fashion acceptable to 1 JT, such
acceptance not to be unreasonably withheld; and, parcel of land improved by
the existing Building Department building, parking lot and related improvements
Agenda Item 8.p.
Page 5
said lot also be configured in a fashion acceptable to IJT, such acceptance not to be
unreasonably withheld, and further being first approved by the City, and all other
necessary governmental agencies having ,jurisdiction over the sane, for use and
development as contemplated herein and as further described in Section 11 below.
City shall take all necessary steps, as determined by City, to ensure the lot line of
said Building Department building parcel abuts the additional approximately 500
square foot area more particularly described in Section 2d above.
(v) Entitlement Process: NJT shall provide full architectural, site, floor, and landscaping
plans for the improvement of Parcel 1 by June 1, 2010. Once a Conditional Use
Permit "CUP" is issued by City, I JT shall submit comprehensive plans and
specifications for the Improvements to the City within two 2 months. I JT shall
pay to City ONE HL DRED AND FOUR THOUSAND D DOLLARS ($104,000.00)
.11
in parking in -lieu fees with respect to the division and development of Parcel 1 as
herein contemplated. NJT shall be responsible for all building and development
fees in the normal course of business. However all such building and development
fees, exclusive of parking in -lieu, school district, and South San Luis Obispo County
Sanitation District fees, shall not exceed an aggregate total of ONE HLT DRED
AND THOUSAND DOLLARS ($168,000). Payment of said fees
shall be made prior to issuance of building permits. City shall issue building
permits prior to Closing. The above fees may be added to the Parcel 1 Purchase
Price and paid as a part thereof prior to Closing.
(vi) Lease of Parcel 2: Under that certain lease executed lurch 19, 2009, (the "Parcel 2
Lease" ) I JT leased Parcel 2 to City. The terms of said lease are hereby modified to
eliminate the rent due I JT thereunder between March 1, 2010 and August 31,
2010,. Except as herein modified, and until the close of escrow, or the expiration of
the term of such lease, the Parcel 2 Lease shall remain in full force and effect.
b Failure of Conditions Precedent. If any of the Conditions Precedent have not been fulfiller) within
the applicable time periods the Party for whom said condition protects or provides a benefit may:
( 1 ) waive and Close waive the condition or disapproval and transfer the Property are
close Escrow in accordance with this Agreement, without adj ustment or abatement. of
the Purchase Price; or
00 Cure and Close Cure the failure of condition or representation and reduce the
Purchase Price by an amount equal to the cost of cure; or
(111) Terminate. Terminate this Agreement by written notice to Escrow Agent.
SEC'T'ION
Escrow & Closing.
( a) Escrow: Ah escrow "Escrow" for each transaction contemplated herein, (the sale of
Parcel 1 and the sale of Parcel 2 are separate and distinct transactions for purposes of this section), shall
be opened with First American Title Company "Escrow Agent" within five clays from the Effective
Date of this Agreement. The Parties shall deliver signed instructions to escrow within ter) 1 days of the
Effective Date of this - Agreement. Except for a final determination regarding what amount of funds will
ultimately be transferred between the Parties upon Closing, the instructions shall not modify or amend
this Agreement; provided, however, that the Parties shall execute any additional instructions requested by
Agenda Item 8.p.
Page 6
Escrow in a manner consistent with the Agreement. All amounts deposited with the Title Company are t o
be held in Escrow in an interest - bearing account with interest credited to the depositing Party. Unless the
Parties otherwise mutually agree in writing to an extension, the Escrow shall close and the Property shall
b transferred, and the Purchase Price paid within thirty days of the date that all conditions
precedent are fully satisfied or otherwise waived ("Closing"').
(b 1 031 Exchange NJT shall have the right to structure either and/or both transfers
contemplated under this agreement as part of a forward o reverse exchange (including, if necessary, the
use of an intermediary) with the result that such transfers or exchange shall conform to the requirements
of Section 1031 of the Internal Revenue Code of 1 986, as amended (the " ). City hereby agrees to
reasonably cooperate with the NJT to complete such exchange(s) as requested (including the assignment
of this Agreement t o a Qualified Intermediary as that term is defined in the IRC ), provided that. a any
additional costs incurred by City solely as a result of structuring the transaction as an exchange shall be
borne by the NJT; b such exchange shall not result in any substantial delay in closing the transaction;
and c City shall be required to take title to any property other than the Parcel 2. This Agreement is not
subject to or conditioned upon either party's ability to consummate an exchange. The responsibility of
City for reviewing exchange documents proposed by the NJT shall be limited to determining whether the
terms and conditions of such exchange documents are such that they are in compliance with the foregoing
provisions. NJT shall be responsible for making all determinations as to the legal sufficiency or other
consideration, including but not limited to tai considerations, relating to such exchange documents. In
cooperating in any exchange transaction arranged by NJT, City shah not in any event be responsible for,
or in an way warrant, the tax consequences of the exchange transaction.
SECTION
Closing Deposits.
(a) Before the Closing, the Parties shall deposit with Escrow Agent the following documents and funds:
(i) Nonforeign Affidavit. The original No nforeign Affidavits;
(ii) Escrow Instructions. The Escrow Instructions for each escrow required hereunder;
(iii) Additional Documents. Any other documents or funds required to close Escrow in
accordance with this Agreement.
iv The valance of the Purchase Pace due and owing.
SECTION 60
Closing Costs.
Each Party shall pay an equal % share of the Escrow Closing costs. Each Party shall
otherwise be liable for complying with their respective obligations hereunder.
Agenda Item 8.p.
Page 7
SECTION
Pro - rations.
Liability for real property taxes, assessments, and insurance premiums shall be prorated between
the parties as of the date of the Closing of each Escrow.
SECTION 8
Warranties.
Notwithstanding anything
nything . to' the contrary contained herein, for purposes of this Section 8,
"Property" shall be utilized to refer to Parcel 1 when applying this Section to the City and Parcel 2 when.
applying this Section to IJT. The Parties warrant and represent that, to the best of their knowledge
without legal inquiry, as of the Effective Date of this Agreement and as of the Closing:
( a ) To the best of both Parties' knowledge, and except as otherwise previously disclosed by the City,
there are no other physical, structural, or mechanical defects or violations of any laws or regulations
applicable to the Property.
( b) That the documents delivered pursuant to this Agreement will be all of the relevant documents that
each Party is aware of pertaining to the condition and operation of the Property, will be true copies, and
will be in full force, without default by any party and without any right of offset, except as disclosed in
writing at the time of delivery.
( c) That there are not pending any special assessments or condemnation actions with respect to the
Property or any part of the Property, nor has either Party any knowledge of any special assessments or
condemnation actions being contemplated.
( d) That all water, sewer, gas, electric, telephone, and drainage facilities and all other utilities required
by law and for the normal operation of the Property are installed across public property or valid
easements to the property lines of the Property, are all connected with valid permits, and are adequate to
service the property and to permit full compliance with all requirements of law.
e The Parties are not a "foreign person" within the meaning of section 1445(f)(3) of the Internal
Revenue Code of 1954, as amended, and that the Parties furnish, if necessary, prior to Closing, an
affidavit confirming the same.
( f) That there are no Hazardous Substances known to exist on the Property, and that:
( i) No Property owner has knowledge of buried or partially buried underground storage
tanks on the Property.
(11) No Property owner is aware of and has not received any notice, warning, notice of
violation, administrative complaint, judicial complaint, or any other formal or
informal notice alleging that conditions on the Property are or have been in violation
of any Environmental Law, or informing the Party that the Property is subject to
investigation' or inquiry regarding Hazardous Substances on the Property or the
potential violation of any Environmental Law.
(iii) There is no monitoring program required by the Environmental Protection Agency
( "'EPA") or any similar State agency concerning the Property.
6
Agenda Item 8.p.
Page 8
(iv) To the best of each Property owner's knowledge, no toxic or hazardous chemicals,
waste, or substances of any kind have ever been spilled, disposed of, or stored o n,
under, or at the Property, whether b accident, burying, drainage, or storage in
containers, tanks, holding areas, or by other means.
(v) No Property owner is aware of the Property ever being used as dump or a landfill.
( vi) The Parties have disclosed all information, records, and studies in connection with
the Property concerning Hazardous Substances. Hazardous Substance as used herein
shall mean any toxic or hazardous materials or any other substance which constitutes,
or is regulated as, a hazardous, extremely hazardous, toxic, extremely toxic or
similarly dangerous material, substance or waste under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S. .A. § §9601 et seq., the Resource Conservation and Recovery Act of 1976, 42
U.S.C.A. § §6901 et seq., or the California Health and Safety Code, Division 20.
The continued accuracy in all respects o f the Parties' representations and warranties shall be a
condition precedent to any obligation to close Escrow. All representations and warranties contained in
this Agreement shall be deemed remade as of the slate of Closing and shall survive the Closing. If any of
the representations and warranties are not correct at the time made or as of the Closing, this Agreement
may be terminated by the non - breaching Party.
SECTION
Indemnification.
a NJT agrees to indemnify and hold the City free and harmless from any losses, damages, costs,
or expenses (including attorney fees) resulting from any inaccuracy in or the breach of any representation
or warranty of NJT and any breach or default by NJT under any of NJT's covenants or agreements under
this Agreement.
( b) The City agrees to indemnify and hold NJT free and harmless from any losses, damages, costs,
or expenses (including attorney fees) resulting from any inaccuracy in or the breach of any representation
or warranty of the City and any breach or default by the City under any of the City's covenants or
agreements under this Agreement.
SECTION 1
Covenants.
The Parties agree as follows:
a Pa ment of All Obligations The owner of each Parcel constituting the Property shall have
discharged all liens including, but not limited to, mechanics' and m terialmen's liens arising from labor
and materials furnished to their respective Parcel prior to the Close of Escrow.
b Litigation A Party shall 'Immediately notify the other Party of any lawsuits, condemnation
proceedings, rezoning, o other governmental order or action, or any threat thereof, known which night
affect their respective Parcel of the Property or any interest therein.
Agenda Item 8.p.
Page 9
SECTION 11
Parcel I Maintenance and Development Requirements
As a condition precedent to the purchase of Parcel 2,. the City requires that NJT agree to the
following maintenance and development requirements (the "Requirements" ) for Parcel 1:
( a) Following the Closing, the structure currently located at 208 East Branch Street (the "Public
Works building"), having been designated as a Local Historic Resource, shall be maintained and
upgraded consistent with City Village Design Guidelines and Municipal Code Provisions regarding
Locally Designated Historic Resources.
(b) Following the Closing, on that portion of Parcel 1 currently consisting of a parking lot, between
200 East Branch Street and 208 East Branch Street and the structure at 200 East Branch Street, NJT shall
construct a one -story retail commercial structure up to a maximum of 5,800 square feet with store fronts
on both Bast Branch and Short Street (the "Improvements ". Additionally, at the corner of East Branch
and Short Street, NJT shall include the necessary specifications for restaurant use. The Requirements shall
include the following:
i. NJT shall provide full architectural, site, floor, and landscaping plans and apply
for a CUP for the improvement of Parcel 1 by June 1, 2 0 10.
ii. City agrees that NJT's CUP has been accepted as complete for processing and will
be expeditiously processed by City.
iii. Once a CUP is issued by City, NJT shall submit comprehensive plans and
specifications for the Improvements to the City within forty -five days.
iv. Upon approval and issuance of necessary permits by the City and all other
governmental authorities having jurisdiction over the same and within 60 days
following the Closing, NJT shall begin construction of the Improvements.
v. Upon commencement of construction, NJT shall submit any additional plans,
specifications and Other necessary documents, if any, allowing the City to process
the Condominium Permit application. City agrees to use due diligence and to
reasonably cooperate in expeditiously processing and assisting NJT with its
Condominium Permit application. Final processing and approval 'of the
Condominium Permit application is not a prerequisite to commencement of
construction of the Improvements.
i. Upon commencement of the construction, NJT shall use reasonable diligence so
as to complete all Improvements no later than nine months following the
commencement of construction under Section I I a iv .
vii. NJT shall pay to City ONE HUNDRED AND FOUR THOUSAND DOLLARS
($104,000,00) in parking in -lieu foes with respect to the division and development
of Parcel 1 as provided in Section ay.
viii. Any and all parking spaces constructed as part of the Improvements shall be
designated as "Public Parking ".
ix. NJT shall be responsible for all building and development fees in the normal
course of business following the Closing. Keever all such building and
development fees, exclusive of parking ire -lieu, school district, and South County
Agenda Item 8.p.
Page 10
Sanitary District fees, shall not exceed a total of DICE HUNDRED AND SIXTY-
EIGHT T14OUSAND DOLLARS ($168,000).
c Hold Harmless To the fullest extent provided by law, NJT will indemnify, defend and hold
harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their
official capacity (hereinafter collectively referred to as "Indemnities"), and any of then, from and against
all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason
of any and all claims, demands, suits, actions, judgments and executions for damages of any and every
kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in
any manner to I JT's construction of Improvements to Parcel 1 and/or the exclusive easement following
the Closing.
( d ) Insurance. NJT shall obtain, at its expense, comprehensive general liability insurance for the
Improvements of Parcel I naming Indemnities as additional named insureds with aggregate limits of not
less than To Million Dollars ,00,00 for bodily injury and death and property damage, including
overage for contractual liability and products and completed operations purchased by NJT from an
insurance company duly licensed to engage in the business of issuing such insurance in the Mate, with a
current Bests Key Rating of not less than A -VII, such insurance to be evidenced by an endorsement
which so provides and delivered to the City Cleric prior to the issuance of any building permit for the
development of the Parcel 1.
SECTION 1
Due Process.
Nothing in this Agreement shall be in conflict with the responsibilities of the City to adhere to
general clue process requirements and other responsibilities as defined in F d rat, State, or local law,
statute, regulation, or participating parties' policies and procedures.
SECTION 1
Assignment.
Prior to the Closing, and except as otherwise herein provided at Section b, neither Party may
assign its rights hereunder without the express written consent of the other Party. Notwithstanding this
prohibition, the parties acknowledge and agree that NJT shall have the right to designate a wholly owned
NJT affiliate for purposes of taking title, either directly or through a 1031 exchange, as to Parcel 1, and
without prior written consent of the City. However, NJT shall at all times, and notwithstanding any
assignment or designation pursuant to this Section 1, remain liable for the full perormancc of all
obligations under this Agreement.
SECTION 1
Successors and Assigns.
Without waiver of the provisions of Section 13, all of the rights, benefits, duties, liabilities, and
obligations of the Parties shall inure to the benefit o, and be binding upon, their respective successors and
assigns.
0
Agenda Item 8.p.
Page 11
SECTION 1
Notices.
All notices to be given under this Agreement shall be in writing and mailed postage prepaid by
certified or registered mail, return receipt requested, or by personal delivery to the address indicated
below or at other places designated by NJT and the City in a written notice given to the other. Notices
shall be deemed served four days after the date of mailing or upon personal delivery.
If to I JT: Nicholas J. Tompkins
684 Higuera Street, Suite B
San Luis Obispo, CA 93401
If to the it: City of Arroyo Grand
Attn: Kelly Wetmore, City Clerk
214 B. Branch Street
Arroyo Grande, CA 93420
With copy to: Timothy J. Carmel
Carmel & Iaccaha LLP
PO Box 15729
San Luis Obispo, CA 93406
SECTION 16
Construction.
The title and headings of the Sections in this Agreement are intended solely for reference and do
not modify, explain, or construe any provision of this Agreement. All references to sections, recitals, and
the preamble shall, unless otherwise stated, refer to the Sections, Recitals, and Preamble of this
Agreement. In construing this Agreement, the singular form shall include the plural and vice versa. This
Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both
Parties have prepared the agreement.
SECTION 17
Integration.
This Agreement, all attached exhibits, and all related documents referred to in this Agreement,
constitute the entire agreement between the Parties. There are no oral or parol agreements which are not
expressly set forth in this Agreement and the related documents being executed in connection with this
Agreement. This Agreement may not be modified, amended, or otherwise changed except by a writing
executed by the party to be charged.
SECTION 1
Third -Party Rights.
Nothing in this Agreement, express or implied, is intended to confer upon any person, other than
the Parties and their respective successors and assigns, any rights or remedies.
1
Agenda Item 8.p.
Page 12
SECTI IN 1
Severability.
If any term or provision of this Agreement is held invalid or unenforceable, the remainder f thi
Agreement shall not be affected.
SECTION 2
Waivers.
No waiver or b reach of any provision shall be deemed a waiver of any other provision, and no
w aiver shall be valid unless it is in writing and executed by the waiving party. No extension of time for
performance o f any obligation or act shall be deemed an extension of time for any other obligation or act.
SECTION 21
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which taken together shall constitute one and the same instrument. The execution of
this Agreement shall be deemed to have occurred, and this Agreement shall be enforceable and effective,
only upon the complete execution of this Agreement by both Parties.
SECTION 22
Survival.
All representations and warranties contained herein, and all indemnities, shall survive the
Closing.
SECTION
Incorporation of Exhibits. ,
All attached exhibits are incorporated in this Agreement by reference.
SECTION 24
Authority of Parties.
All persons executing this Agreement on behalf of a party warrant that they have the authority to
execute this Agreement on b of that party.
SECTION 25.
Governing Law.
This Agreement shall be governed by and construed in accordance with California law.
�1
Agenda Item 8.p.
Page 13
SECTION 2,
Recitals.
The recitals set forth above are true and correct and are incorporated herein by this reference.
SECTION 27.
Further Assurances.
Each party agrees to do any other acts and to execute, acknowledge, and deliver any documents
requested to carry out the intent and purpose of this Agreement.
Whereas the Parties have executed this Agreement effective as of the date first written above.
CITY:
STEVEN ADAMS, City Manager
ATTEST:
KELLY WETMORE, City Clerk
APPROVE] AS To FORM AND LEGAL
EFFECT.
TIMOTHY J. CAR TEL, City Attorney
NAT:
NICHOLAS J. TOMPKINS
12
Agenda Item 8.p.
Page 14
LEGAL DESCRIPTION
EXHIBIT " "
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN WIS BISP $ STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Pa rcel 1:
Lot 1 in Block 7 of the Subdivision of property belonging to W. N. Short, C. I Mason and W. Whiteley, in the
city i of Arroy Grande County of San Luis Obispo., State of California, according to the map recorded October
01 1887 in Book A, page 48 of Maps, in the office of the County Recorder of said County.
Except therefrom that portion thereof included within the boundaries of Branch Street as described in the deed
to the County of San Luis Obispo, recorded in Book 25, page 497 of deeds.
Pa rcel
Tha t portion of Lot 81 of Strattons Survey of the Ranchos Corral de Piedra, Pismo and Bolsa de Chernisal, in
the City of Arroyo Grande. County of San Luis Obispo, State of . California, according to the reap recorded in
Book A, page 85 of maps and described as follows:
at the rxro t Easterly corner of Lot 1, Block , as said lot and block are delineated and o
Commencing
designated on reap entitled, "Map of Subdivisions of property belonging to W . N. Short, . ]. Mason and W.
Whiteley,,
situated in the Town o Arroyo Grande etc., 'filed October o1, 1887, in Boob A, Page 48 Maps,
and
running thence Northwesterly along the l ortheaster#y line of said Lot 1, Block 7,, 240.75 feet to its
intersection with the Southeasterly line of Branch Street as it now exists; thence Northeasterly terly along said
Southeaste r ly line of Branch Street 72 feet to intersection with the Southeasterly lien of Lot 15 of said Block
, the nce Southeasterly along the Southwesterly line of Lots 15 and 14 of said Block 7,, 235.02 feet to the
Southwesterly corner o said Lot 14; thence Southwesterly 71.82 feet to the paint of corn mence nt.
APN: 007-q93-019
Agenda Item 8.p.
Page 15
Y
R
a
CL }
t
r
■ i 6 4
FUTURE 0MLRZffL� yOf IDER
A&WT COIAHLrRF3'At
CJtX CWS?S ASEWA Ft5� WC.
J477 466 SLIM CT
SAN Lt#5 CMSPj£t CA 9J4471
(W5) 541 -4509
AfW (CARa fiD'PATC AFCP, ACXN))
'[ECAt pFT07rrRM Or AffrA v lC 3L}OFMum 1R! w IKr*rD +r rw P?AmF OftF FWW
PC OTY OF AMWYQ VRAAW
WW A 3rasOrfipplt' OF 7F[ F000a996 Pw0"rP7W#
PM MdWT jr 1 6 F & Or 114E St1R»trXW Or PM rS kV F•# RANUM01 67?ilm Of PCOA.
AMW AW 8"M bF O FOUL. ANWOED &V AS F. S7asr ryW aF., sff 4rodM W;t aY
9W rN ++ 7 or ftM t'Qe.M'F/ Or SAN LOU Q'SA41 'Fir FF W FA[r ~ Af.6bl'rMW PV JrAA
wwat A rcmO NODE I M ?d� MIK +4' POW A A lGr AS 4pFr M405 x ?W or' NX oe MT
MW7r AIrG MP" at 3+0v Ct WMA
fmfzp ff 17#7R"pav me pro mW.TWwy ri Amr a*Wur JS CO41K A7 M C&N rY
OF SAN I WP Q Dr Wn AftM & VA dt OW W #0a1r -A PA¢r 4S7 W Dt=
- AA¢
P{xRM A` tiN xf Ar LItZW a Or SLR W" Or +Ir LWffFr Or r'* P rF. r1 WASKOu AM
iw ww&rifr Ar6 Ar jW (Nr Pr AA vrV MAAW, LtYwrr or SAY tM am" $7AW ar
L%gFWl AtZ: ROW 70 JAnR h Aral MG60M OCWff ; IMF /f trPrW A PAGr aR YA''
huff & mIr IY74T w A'F c wrl +K� f sAAO cmwrr,
r+X7FpW ag1ifWW TFHF D IrrPW 1rd f%N4%drf CAP+AXW SWtl
AS "WFAMM AM 7F4Lr WM m t7# fA NrV Gr Sw [l/S MW% NY OEM OA FtD MA r F.
1113 MR RrfiW" WI rt it r*q h NOW A fA&r "f or &TUS,
•3503mll FARM Au m W ANVOK9 rrWAW aw - .0 -AN}
371r AxEr It rV 31* r (oart Adis)
rutmv SlAlr! P� orr or xm4u7a YWMW
Twat Of9431_Al' GfFr W AMPOW fAR+W
ftr. pzw
wepoow AxAr
CAS.. AIF GAS CCWW Fr
raft' "owc rw A1agr4 UNMr W Woo
1" mmsrr..- swOm C&nr?l SAWrA+rr mw Ax
f9url4G FWAM5 r
PROP050 cow own 6W WFS VAX
tOF COWRAQ. PRAM r A df; RARCfl f - JJK
TENTATIVE MAC' AG � - 0060
PARCEL I FOR CONDOMINIUM PURPOSES
000 EAS 'H STRE
ARR GRANDE, CA
r
EAST B RAE • I J STREET
REST
t' OULa N AREA
�JYF
fAr
rAO'F
GRb �drG'OIt44M W 'i
V
4
F #FF
AA
r
1
iAl
i
r1�n� t+'wr
OF VWPK
r AX - - �
At>��
s1a++cr
t7rra
Cs e.W AREA
, C0ND0Aff,MWN PLAN
SCAT is
l
i
I
EAST B1 ►17 C f S TREET
I:. fM1 / 5II7I`
i J
E
i #ef�euAS FA�A1��r'F
PAW OSID A+7EA 'rM
E+vr+sd+bMFMr � W7xxrr fAR7KfraS I
AOKI7KA!! sll4 �'rF
l � I
I 4
I PARCEL 1
' } 00 W. A9KAwfr AfOY- fw"Vywr PwwAiF
gXEA CA- VAgwr;ASFS 0%{F iipM r4 M
d rs f,fl hF A �Gfro ar [n A S -Tr aI FY
r0 3 5
1riAWN as nEs S+Q r
PRCF0= A11.WAV
6p FEVESMAN fA.Wl"F
JO' T - - - f � ' - kir l', _" 7 ' M-' 4f ' PROFpRV 7Q
' fASEMWI
" s.+s eASr+e"wr
MAlD' FA_V'6 'F '� I
Y
i
i
i E
' I 1 ?J
I h
_typ I l
f:ILf
7 ARROW GRANDE CREEW I
I I
ti
LOT LA cr
$ f.. r' *"'
SIT
EgAva M
w7;
11 TCM7A Flkf 40AP
Cl - PRn#AWARY GR,{aWC ANN) DRAWACE R(AN
L - CONCCPWAL IArWS(Wt FRANC OkrRAJL I
L7 CLfflrEP 1AL LAAV$CA AC FlCAA4 PYAZAI i +l
OPF - PIZE' CF
45F7 - ARGWItCARA4 WC PLAN
- {x
x .
I�
1�
m
x
oc
tim
RO
INCORPORATED
Y ,o. MEMORANDUM
a
To: CITY COUNCIL/ REDEVELOPMENT AGENCY BOARD of
DIRECTORS
FROM: STEVEN ADAMS, CITY MANAGER/ EXECUTIVE DIRECTOR Y4`
SUBJECT: CONSIDERATION of RESOLUTIONS APPROVING, AUTHORIZING
AND DIRECTING EXECUTION of LEASE PURCHASE FINANCING
DOCUMENTS FOR ACQUISITION of 300 EAST BRANCH STREET
DATE: SEPTEMBER 1 , 2010
RECOMMENDATION:
It is recommended: 1 the Redevelopment Agency Board of Directors adopt a
Resolution approving, authorizing and directing execution of certain lease - purchase
financing documents and authorizing and directing related actions; the City Council
adopt a Resolution approving, authorizing and directing execution of certain lease -
purchase financing documents and authorizing and directing related actions; 3 the
City Council adopt a United States Department of Agriculture USA Loan
Resolution; and the City Council approve amending the Capital Improvement
Program to appropriate $855,000 from the sale of land to the City Hall project for the
purchase of the property at Soo East Branch Street.
FINANCIAL. IMPACT:
The purchase price for the building at Soo East Branch Street is $2,020,000. Primary
financing costs include $25,000 for bond counsel and $10,000 for services of a
financial advisor. This results in a total cost of $2,055,000. The proposed financing
through the United States Department of Agriculture (USDA) will provide $1.2 million
in proceeds. The remainder of $855,000 will come from sale of the properties at Zoo
and 208 East Branch Street, parking lot in between, and right-of-way on Short Street
for the outdoor dining area. There will be an excess of $36,000 from the sale of the
properties that can be used toward installation of the fire sprinklers in the former
Farm Credit building.
The financing will be for a 30-year term. During FY 2010-11, $24,000 in interest
payments will be due in April 2011. In future gears, annual debt service payments
will be due twice annually for a total of approximately $69,000, which includes
amortizing principal along with paying interest. In addition, an annual payment of
Agenda Item 8.q.
Page 1
CITY COUNCIL
CONSIDERATION OF RESOLUTIONS APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF LEASE PURCHASE FINANCING DOCUMENTS FOR
ACQUISITION OF 300 EAST BRANCH STREET
SEPTEMBER 14, 2010
PAGE 2
approximately $7,000 will be deposited in a City -held debt service reserve fund over
the first ten years as required by USDA. Therefore, the annual debt service cost over
the first ten years of the issue will be approximately $76,000. The reserve fund can
be used to pay the last year's debt service on the COPS. Local sales tax will fund
$60,000. The remainder will be paid from the Water and sewer funds.
BACKGROUND:
At the February 23, 2010 meeting, the City Council approved a Purchase and Sale
and Improvement Agreement with NKT Commercial for acquisition of property at Soo
East Branch street former Farm Credit building) and sale and development of city
property at Zoo and 208 East Branch street and the adjacent parking lot. The city
Council also authorized the city Manager to execute documents to obtain debt
financing of up to $1.2 million for costs associated with acquisition of the Soo East
Branch street property through the USDA Rural Development Community Facilities
low-interest loan program.
Under the Agreement, escrow will close after building permits are issued for the NKT
Commercial Short Street project. Since this is nearing completion, staff has opened
escrow and approval of bond documents are necessary to finalize the financing.
ANALYSIS of ISSUES:
The financing will be accomplished by issuing certificates of participation DOPs
through a lease purchase agreement. This is the most common vehicle available to,
and used bar, municipal jurisdictions in issuing financing for capital projects and
facilities. In using this vehicle for financing, the lease purchase arrangement must be
established with an independent agency.
Some jurisdictions will establish a non - profit corporation specifically for this purpose.
Since the City has a Redevelopment Agency in place the Agency can be utilized to
own and lease the property to the City. Therefore, approval of resolutions are
necessary by both the City council and Redevelopment Agency Board of Directors.
The USDA also requires the city Council to adopt and execute a Leah Resolution
(USDA Form RD 1942 -4 prior to closing of the loan. Among other provisions, the
Resolution includes acknowledging the City could be required to refinance the unpaid
balance of the loan if at any time USDA determines the City is able to obtain a loan
for such purposes from responsible cooperative or private sources at reasonable
rates and terms for loans for similar purposes and periods of time. It is unlikely this
would occur. If it did, it would likely not increase costs substantially.
Under the USDA Rural Development Community Facilities low-interest loan program,
the Federal Government will then purchase the bonds. The current interest rate
Agenda Item 8.q.
Page 2
CITY COUNCIL
CONSIDERATION F RESOLUTIONS APPROVING, 1NG, AUTHOF I ING AND
DIRECTING EXECUTION of LEASE PURCHASE FINANCING DOCUMENTS FOR
ACQUISITION of 300 EAST BLANCH STREET
SEPTEMBER 14, 2010
PAGE 3
ADVANTAGES:
Approval of the recommendations will enable the City to close escrow on the property
transaction in a timely manner, which will avoid additional rent costs to the City, allow
the developer to proceed with construction of the approved om er ial project and
take advantage of current interest rates that have been locked in. By utilizing this
program, it both significantly decreases fees and administrative costs involved with
the financing and provides a much lover interest rate than available if the bonds
were sold on the open market or through a negotiated sale.
DISADVANTAGES:
Adoption of the Resolutions are necessary to implement the prier d'irect'ion approved
by the City Council so there are no disadvantages identified from this action because
it has been determined to be the preferred financing approach for the project.
ENVIRONMENTAL REVIEW:
No environmental review is necessary for the financing of the project. A Mitigated
Negative Declaration on the Purchase and Sale and Improvement Agreement was
adopted by the City Council at the February 23, 2010 meeting.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September 9. 2010 and on
the City's vebsite on Friday, September 10, 2010. No comments were received.
Attachments:
1 . Lease - Purchase Agreement
2. Trust Agreement
Agenda Item 8.q.
Page 3
RESOLUTION No.
A RESOLUTION of CITY COUNCIL of THE CITY of
ARROYO GRANDE APPROVING, AUTHORIZING IN AND
DIRECTING EXECUTION of CERTAIN LEASE -
PURCHASE FINANCING DOCUMENTS AND
AUTHORIZING AND DIRECTING RELATED ACTIONS
WHEREAS, the City Council (the "City Council" ) of the City of Arroyo Grande (the
'Icity" , County of San Luis Obispo, State of California, proposes to construct a new city
hall facility (the It Project " ) ;
WHEREAS, the City, working with the Arroyo Grande R edevelopment Agency (the
"Agency" ) is proposing to proceed with a lease - purchase financing in order to help to
finance the Project with a loan from the United States Department of Agriculture (the
ItUSDA"); and
WHEREAS, the documents listed below have been filed with the City and the Agency,
with the aid of its staff, have reviewed such documents;
OW, THEREFORE, E, E IT RESOLVED E by the City Council as follows:
11 The forms of the documents listed below are hereby approved and the
Mayor, Mayor Pro Tern, the City Clerk, the City Manager the City Attorney, or an
authorized representative of such persons (each a "City Representative") is hereby
authorized and directed to execute, and the City Clerk is hereby authorized and directed
to attest and affix the seal of the City to such documents in substantially the form of
documents on file with the City, together with any additions thereto or changes therein
deemed necessary o r advisable by the City Representative, upon consultation with
bond counsel, and whose execution thereof shall be conclusive evidence of approval of
any such additions or changes:
the City;
(a) the Lease - Purchase Agreement by and between the Agency and
(b) the Trust Agreement by and among the Agency, the City and the
City's Director of Financial Services, as Trust Administrator (the "Trust Administrator r 11
relating to the financing, and the execution and delivery of certificates of participation
(the 41 Certificates of Participation" ) evidencing the direct, undivided interest of the owner
thereof in the lease payments to be made by the City under the Lease Purchase
Agreement; and
( c ) the RUS Bulletin 1780 -27, Form RD 1942 -47 "Loan Resolution
(Public Bodies)," as currently prescribed by the USDA,
2. The City Representative is hereby authorized and directed to accept for
the City and upon receipt by the City of an offer to purchase the Certificates of
Participation, submitted to the City by the USDA, which offer is hereby ap proved, so
Agenda Item 8.q.
Page 4
RESOLUTION No.
PAGE
long as the aggregate principal amount of the Certificate of Participation does not
exceed $1 ,200,000. In connection with such offer, the provisions of USDA, RUS
Bulletin 1780-2T Form RD 1942-47 "Loan Resolution (Public Bodies"), are hereby
incorporated herein by reference.
3 . The City Representatives and any duly authorized officers of the City, are
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 deer
necessary or advisable in order to effect the purposes of this Resolution and the
financing of the Project.
The City intends to execute and deliver the Certificates of Participation,
which is an "Obligation under United States Income Tax Regulations section 1.150-2
(the "Regulations"),, # in the maximum principal amount of approximately $1,200,000 to
finance all or ar portion of the costs of the Project. The City Council hereby declares that
the City reasonably expects to use a portion of the proceeds of the Obligation for
reimbursement of expenditures for the Project that are paid before the date of issuance
of the obligation. This section of this resolution shall be solely for the purpose of
complying with the provisions of the Regulations and shall not be deemed an approval
of all or any part of the Project or a c ommitment on the part of this Board to issue any or
all of the obligation or otherwise provide for financing.
5 . This Resolution shall take effect from and after the date of its passage and
adoption.
On motion of Council Member , seconded by Council Member
, and on the following roll call vote, to wit:
AYES.
NOES.
ABSENT.
the foregoing Resolution was passed and adopted this 14th day of September, 2010.
Agenda Item 8.q.
Page 5
RESOLUTION NO.
PAGE 3
TONY FERRARA, MAYO
ATTEST:
KELLY WETMORE, CITY CLERK
APPROVED AS TO CONTENT:
STEVEN ADAMS, CITY MANAGER
APPROVED AS TO FORM:
TIMOTHY J. CARMEL, CITY ATTORNEY
Agenda Item 8.q.
Page 6
RESOLUTION No. RDA 10-
A RESOLUTION of THE BOARD of DIRECTORS of THE
ARROYO GRANDE REDEVELOPMENT EL PMENT AGENCY APPROVING,
AUTHORIZING I ING AND DIRECTING EXECUTION of CERTAIN
LEASE - PURCHASE FINANCING DOCUMENTS FOR THE
ARROYO GRANDE DE REDE1 EL.oPMENT ' AGENCY, AND
AUTHORIZING AND DIRECTING RELATED TED ACTIONS
WHEREAS, the Arroyo Grande R edevelopment Agency (the "Agency" ) wishes to finance the
acquisition of a new city hall facility (the "Project ";
WHEREAS, EAS, the City, working together with the Agency, is proposing to proceed with a lease-
purchase financing in order to provide permanent financing for the Project from the United
States Department of Agriculture; and
WHEREAS, the documents below specified have been filed with the Agency, and the Board,
with the aid of its staff, have reviewed such documents;
NOW, , THEREFORE, BE IT RESOLVED 1ED by the Arroyo Grande Redevelopment Agency Board
of Directors as follows:
1. The forms of the documents listed below are hereby approved and the chair,
Moe - Chair, Executive Director, or an authorized re presentative of such persons (each a
"Agency Representative" ) is hereby authorized and directed to execute, and the Secretary of the
Agency is hereby authorized and directed to attest and affix the seal of the Agency to such
documents in substantially the form of documents on file with the Secretary of the Agency,
together with any additions thereto or changes therein deemed necessary or advisable by the
Agency Representative entative and whose execution thereof shall be conclusive evidence of approval
of any such additions or changes:
and
(a) the Lease - Purchase Agreement by and between the Agency and the City;
(b) the Trust Agreement by and among the Agency, the City and the City's
Director of Financial Services, as Trust Administrator (the "Trust Administrator") relating to the
financing, and the execution and delivery of a certificates of participation evidencing the dire
undivided interest of the owner thereof in the lease payments to be made by the City under the
Lease - Purchase Agreement (the "Certificates of Participation ".
2. Each Agency Representative, and any other duly - authorized officers or agents of
the Agency, are hereby authorized and directed, for and in the name and on behalf of the
Agency, 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 effect the purposes of this resolution and the financing
for the Project.
3. This resolution shall take effect from and after the date of its passage and
adoption.
Agenda Item 8.q.
Page 7
RESOLUTION LUTIO I, RDA 10m
PAGE 2
On motion of Board Member seconded by Board Member and on the
following roll call vote, to wit:
ACES:
FIDES:
ABSENT:
the foregoing Resolution wa passed and adopted this th day of September, 2010.
Agenda Item 8.q.
Page 8
RESOLUTION NO. RDA 1 O
PAGE 3
TONY FER AF A, CHAIR
ATTEST:
KELLY WETMO E, AGENCY SECRETARY
APPROVED AS TO CONTENT:
STEVEN ADAMS, EXECUTIVE DIRECTOR
APPROVED AS TO FORM:
AGENCY COUNSEL
Agenda Item 8.q.
Page 9
USDA
Forth RD 1942 -47
(Rev. 12 -97
RESOLUTION OF THE
A UM
Posillon ,
LOAN RESOLUTION FARM APPROVED
(Public Bodies) OMB N. 0575-0015
City Council
City of Arroyo Grande
AUTNORIZING AND PROVIDING FOR THE INCURRENCE OF INDEBTEDNESS FOR THE PURPOSE OF PROVIDING
PORTION OF THE COST OF ACQUIRING CONSTRUCUNG, ENLARGING,1WRD ING, AND/OR EXTENDING ITS
City Hall
FACILITY TO SERVE All AREA LAWFULLY WITHIN ITS JURISDICTION TO SERVE.
WHEREAS, it is necessary for the
(Public Body)
(herein after called Association) to raise a portion of the cost of such undertaking by issuance of its bonds In the principal amount of
$1,200,000
pursuant to the provisions of Calif Gov ernment Code, C ities Chapter
and
WHEREAS, the Association intends to obtain assistance from the Rural Housing Service, Rural Business - Cooperative Service, Rural
Utilities Service, or their successor Agencies with the United States Department of Agriculture, (herein called the Government) acting
under the provisions of the Consolidated Farm and Rural Development Act 7 U.S.G. 1921 et seq.) in the planning, financing, and
supervision of such undertaking and the purchasing of bonds lawfully issued, in the event that no other acceptable purchaser for such
bonds is found by the Association:
NOW THEREFORE in consideration of the premises the Association hereby resolves:
I . To have prepared on its behalf and to adopt an ordinance or resolution for the issuance of its bonds containing such items
and in such forms as are required by State statutes and as are agreeable and acceptable to the Govcrnment.
2. To refinance the unpaid balance, in whole or in part, of its bonds upon the request of the Government if at any time it shall
appear to the Government that the Association is able to refinance its bonds by obtaining ; a loan for such purposes from
responsible cooperative or primate sources at reasonable rates and terms for loans for similar purposes and periods of time as
required by section c of said Consolidated Farm and Rural Development Act (7 U. S. C. 1983 (c)).
3. To provide for, execute, and comply with Form RD 400 -4, "Assurance Agreement," and Form RD 400 -1, "Equal Opportunity
Agreement," including an "Equal Opportunity Clause," which clause is to be incorporated in, or attached as a rider to, each
construction contract and subcontract involving in excess of S 10,000.
4. To indemnify the Government for any payments made or losses suffered by the Government on behalf of the Association.
Such indemnification shall be payable from the same source of funds pledged to pay the bonds or any other legal permissible
source.
5 . That upon default in the payments of any principal and accrued interest on the bonds or in the performance of any covenant or
agreement contained herein or in the instruments incident to making or insuring the loan, the Government at its option may a
declare the entire principal amount then outstanding and accrued interest immediately due and payable, b for the account of the
Association (payable from the source of funds pledged to pay the bonds or any outer legally permissible source, incur and pay
reasonable expenses for repair, maintenance, and operation of the facility and such other reasonable expenses as may be necessary
to cure the cause of default, and/or c take possession of the facility, repair, maintain, and operate or rent it. Default under the
provisions of this resolution or any instrument incident to the making or insuring of the loan may be construed by the Government
to constitute default under any other instrument held by the Government and executed or assumed by the Association, and default
under any such instrument may be construed by the Grovemment to constitute default hereunder.
6. Not to se 11, transfer, lease, or other wise encumber the facility or any portion thereof, or interest therein, or pernnit others to
do so without the prior written consent of the Government.
7. Not to defea a the bonds, or to borrow mone y, enter into any contract or agreement, or otherwise incur any liabilities for
any purpose in connection with the facility (exclusive of normal maintenance) without the prior written consent of the
Government if such undertaking would involve the source of funds pledged to pay the bonds.
8. To place the proceeds of the bonds on deposit in an account and in a manner approved by the Government. Funds may be
deposited in institutions insured by the State or Federal Government or invested in readily marketable securities backed by
the full faith and credit of the United States. Any income from these accounts will be considered as revenues of the system.
9. To comply with all applicable State and Federal laws and regulations and to continually operate and maintain the facility in
good condition.
10. To provide for the receipt of adequate revenues to meet the requirements of debt service, operation and maintenance, and the
establishment of adequate reserves. Revenue accumulated over and above that needed to pair operating and maintenance, debt
service and reserves may only be retained or used to make prepayments on the loan. Revenue cannot be used to pad' any
expenses which are not directly incurred for the facility financed by the Government. No free service or use of the facility will
be permitted.
According to the Paperwork Reduclron Act of 1995, no persons are required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB
control number for this inform oon collection is 0. .x -WIS. The ome required to compleie ibis information collection is estimated so avenge l hour per response, including the hme for
reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing Me collectrorr of inforrrralion.
City of Arroyo Grande
Agenda Item 8.q.
Page 10
; -
11. To acquire and maintain such insurance and fidelity bond coverage as may be required by the Government.
12. To establish and maintain such books and records relating to the operation of the facility and its financial affairs and to
provide for required audit thereof as required by the Government, to provide the Government a copy of each such audit
without its request, and to forward to the Government such additional information and reports as it may from time to time
require.
13. To provide the Government at all reasonable times access to all books and records relating to the facility and access to the
property of the system so that the Government may ascertain that the Association is complying with the provisions hereof
and of the instruments incident to the making or insuring of the loan.
14. That if the Government requites that ar reserve account be established and maintained, disbursements from that account
may be used when necessary for payments due on the bond if sufficient funds are not otherwise available. With the prior
written approval of the Government, funds may be withdrawn for:
a Paying the cost of repairing or replacing any damage to the facility caused by catastrophe.
b Repairing or replacing short -lived assets.
c Making extensions or improvements to the facility.
Any time funds are disbursed from the reserve account, additional deposits will be required until the reserve account has
reached the required funded level.
15. To provide adequate service to all persons within the service area who can feasibly and legally be seared and to obtain the
Government's concurrence prior to refusing new or adequate services to such persons. Upon failure to provide services
which are feasible and legal, such person shall have a direct night of action against the Association or public body.
16. To comply with the measures identified in the Gxovernmenfs environmental impact analysis for this facility for the purpose
of avoiding or reducing the adverse environmental impacts of the facility's construction or operation.
17. To accept a grant in an amount not to exceed
I,0
under the terms offered by the Government; that the m ayor
or appropriate in the execution of all written instruments as may be required in regard to or as evidence of such grant; and
to operate the facility under the terms offered in said grant agreements.
and 'ty Manager of the Association are hereby authorized and empowered to take all action necessary
The provisions hereof and the provisions of all instruments incident to the making or the insuring of the loan, unless
otherwise specifically provided by the terms of such instrument, shall be binding upon the Association as long as the
bonds are held or insured by the Government or assignee. The provisions of sections 6 through 17 hereof may be provided
for in more specific detail in the bond resolution or ordinance; to the extent that the provisions contained in such band
resolution or ordinance should be found to be inconsistent with the provisions hereof, these provisions shall be construed
as controlling between the Association and the Government or assignee
The vote was:
Yeas Nays
Absent ■
III WITNESS WHEREOF, the of the
to be executed by the officers below in duplicate on this
SEAL
Attest:
B
has duly adopted this resolution and caused it
day of
Title
Title
Agenda Item 8.q.
Page 11
--
CERTIFICATION N T BE EXECUTED AT LOAD CLOSING
1, the undersigned, as
hereby certify that the
of the
of such Association is composed of
embers, of whom , constituting a quorum, were present at a meeting thereof duly called and
held on the day of ; and that the foregoing resolution was adopted at such meeting
b y the vote shown above. I further certify that as of , the date of closing of the loan from the Government, said resolution
remains in effect and has not been rescinded or amended in any way.
Dated, this day of
Title
Agenda Item 8.q.
Page 12
LEASE - PURCHASE AGREEMENT
Dated as of September 1, 2010
by and between the
CITY OF ARROYO GRANDE,
as Lessee
and the
ARROYO GRANDE REDEVELOPMENT AGENCY,
as Lessor
For
$1,200,000
Certificates of Participation
City of Arroyo Grande
(City Hall Facility Project)
Series 2010
146/024600 -0009 Agenda Item 8.q.
1083357.07 a09/09/10
Page 13
LEASE - PURCHASE AGREEMENT
THIS LEASE - PURCHASE AGREEMENT, dated as of September 1, 2010, by and
between the ARROYO GRANDE REDEVELOPMENT AGENCY, as lessor (the "Agency "),
and the CITY OF ARROYO GRANDE, as lessee (the "City ").
BACKGROUND
A. The City wishes to finance the acquisition of a new city hall facility (the
"Proj ect ") ;
B. The City's City Council has determined that to accomplish such financing it is
necessary and desirable to purchase the Project pursuant to this Lease - Purchase Agreement; and
C. The City will agree to make lease payments pursuant to this Lease - Purchase
Agreement in order to purchase the Proj ect from the Agency;
D. The City shall as a party to that certain Trust Agreement, dated September 1,
2010, cause the Trust Administrator, as defined therein, to execute and deliver a Certificate of
Participation, also as defined therein, in favor of the United States of America, acting through the
Rural Housing Service of the United States Department of Agriculture.
AGREEMENT
In consideration of the above premises and of the mutual covenants hereinafter contained
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
GENERAL
Section 1.01 Definitions.
Unless the context clearly otherwise requires or unless otherwise defined herein, the
capitalized terms in this Lease - Purchase Agreement shall have the respective meanings given
those terms in Appendix A to the Trust Agreement.
Section 1.02 Representations, Covenants and Warranties.
The City and the Agency represent, covenant and warrant to each other as follows:
(a) Each is validly organized and existing under the laws of the State.
(b) The laws of the State authorize the City and the Agency each to enter into
this Lease - Purchase Agreement and the Trust Agreement and to enter into the transactions
contemplated by and to carry out its obligations under each of those agreements, and the City
and the Agency each has duly authorized and executed such agreements.
146/024600 -0009 Agenda Item 8.q.
1083357.07 a09/09/10
Page 14
(c) The execution and delivery of this Lease - Purchase Agreement and the
Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or
thereof, and the consummation of the transactions contemplated by this Lease - Purchase
Agreement and the Trust Agreement do not conflict with and do not result in a material breach of
the terms, conditions or provisions of any restriction or any agreement or instrument to which
City or the Agency is now a party or by which City or the Agency is bound or constitutes a
default under any of such agreement or instrument.
(d) The City and the Agency have each respectively authorized the execution
of this Lease - Purchase Agreement in accordance with the laws of the State.
Section 1.03 Written Certificates.
(a) Contents. Every certificate provided for in this Lease - Purchase Agreement
with respect to compliance with any provision hereof shall include (a) a statement that the person
making or giving such certificate or opinion has read such provision and the definitions herein
relating thereto; (b) a brief statement as to the nature and scope of the examination or
investigation upon which the certificate is based; (c) a statement that, in the opinion of such
person, he or she has made or caused to be made such examination or investigation as is
necessary to enable him or her to express an informed opinion with respect to the subject matter
referred to in the instrument to which his or her signature is affixed; (d) a statement of the
assumptions upon which such certificate is based, and that such assumptions are reasonable; and
(e) a statement as to whether, in the opinion of such person, such provision has been complied
with.
(b) Reliance. Any such certificate made or given by a City Representative
may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of
or representation by counsel or an accountant, unless such City Representative knows, or in the
exercise of reasonable care should have known, that the certificate, opinion or representation
with respect to the matters upon which such certificate or statement may be based, as aforesaid,
is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be
based, insofar as it relates to factual matters (with respect to which information is in the
possession of the City, as the case may be) upon a certificate or opinion of or representation by a
City Representative, unless such counsel or accountant knows, or in the exercise of reasonable
care should have known, that the certificate or opinion or representation with respect to the
matters upon which such person's certificate or opinion or representation may be based is
erroneous. The same City Representative, or the same counsel or accountant, as the case may be,
need not certify to all of the matters required to be certified under any provision of this Lease -
Purchase Agreement, but different officers, counsel or accountants may certify to different
matters, respectively.
Section 1.04 Exhibits.
The following Exhibits are attached to, and by this reference are made a part of, this
Lease - Purchase Agreement:
Exhibit A: Description of the Proj ect
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - 2 - •CI•
Page 15
Exhibit B: Schedule of Lease Payments
Exhibit C: Description of the Site
ARTICLE II
DEPOSITS; PAYMENTS; ACQUISITION
Section 2.01 Deposit of Moneys.
The Agency shall cause to be deposited with the Trust Administrator, in multiple
advancements by the Rural Housing Service of the United States Department of Agriculture, the
amount derived from Certificate proceeds in the funds as provided in the Trust Agreement.
Section 2.02 Payment of Acquisition Costs and Delivery Costs.
Payment of the Acquisition Costs shall be made from the moneys deposited with the
Trust Administrator in the Acquisition Fund, which moneys shall be disbursed for such purpose
in accordance and upon compliance with Section 3.02 of the Trust Agreement. Payment of
Delivery Costs shall be made from the moneys deposited with the Trust Administrator in the
Acquisition Fund, which moneys shall be disbursed for such purpose in accordance and upon
compliance with Section 3.03 of the Trust Agreement. The City hereby covenants to pay
necessary Acquisition Costs and Delivery Costs in excess of amounts available from Certificate
proceeds from any legally available source of funds.
Section 2.03 Unexpended Proceeds.
In accordance with Section 3.05 of the Trust Agreement, all excess moneys remaining in
the Acquisition Fund and not required for payment of Acquisition Costs shall be transferred to
the Lease Payment Fund and applied to the prepayment of Certificate.
Section 2.04 Acquisition of Project.
The Agency hereby appoints the City its agent to acquire the Project.
ARTICLE III
SITE LEASE; LEASE PAYMENTS; NET REVENUES
Section 3.01 Site Lease.
The City hereby leases the Site to the Agency and the Agency hereby leases the Site from
the City, on the terms and conditions hereinafter set forth. Neither the City nor the Agency shall
have the right to terminate this Site Lease or this Lease - Purchase Agreement by reason of the
default of the respective counterparties under those agreements.
Section 3.02 Term; Possession.
The term of the Site Lease shall commence on October 1, 2010. This Site Lease shall
end, and the right of the Agency hereunder to possession of the Site shall thereupon cease, on
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - 3 - 'q'
Page 16
October 1, 2040, or such earlier or later date on which the Lease Payments (as such term is
defined in this Agreement) are paid in full or provisions made for such payment.
Section 3.03 Site Rental.
The Agency shall pay to the City as and for the fair market rental of the Site hereunder,
the sum of $1,200,000 which shall become due and payable upon the execution and delivery
hereof, and which shall be paid by the Agency from proceeds of the Certificates executed and
delivered pursuant to the Trust Agreement. The City shall deposit such amount in the funds and
accounts held under the Trust Agreement to be held and administered for the sole purpose of
acquiring and constructing the Project and as otherwise provided in the Trust Agreement. The
Agency and the City hereby find and determine that the amount of such rental does not exceed
the fair market value of the leasehold interest in the Site which is conveyed hereunder by the
City to the Agency. No other amounts of rental shall be due and payable by the Agency for the
use and occupancy of the Site under the Site Lease.
Section 3.04 Lease.
The Agency hereby leases the Site and Project to the City and the City hereby leases the
Site and Project from the Agency, upon the terms and conditions set forth in this Lease - Purchase
Agreement; provided, however, that this Lease - Purchase Agreement shall not be deemed to be or
constitute a merger of the estates held by the City as lessor under the Site Lease with its
leasehold estate hereunder as the lessee.
Section 3.05 Term.
The Term of this Lease - Purchase Agreement shall commence on October 1, 2010 and
shall end October 1, 2040, or such earlier or later date on which the Trust Agreement shall be
discharged pursuant to and in accordance with Section 14.01 thereof. The provisions of this
Section 3.05 are subject to the provisions of Section 5.09 relating to the taking of the Site and
Project in eminent domain proceedings or the sale of the Site and Project under threat of such
proceedings, except as provided in Section 5.11 hereof. Neither the City nor the Agency shall
have the right to terminate this Lease - Purchase Agreement or the Site Lease by reason of the
defaults of the respective counterparties under those agreements.
Section 3.06 Lease Payments.
(a) Obligation to Pad The City agrees to pay to the Agency, its successors
and assigns, as the purchase price of the Project, the Lease Payments, consisting of components
of principal and interest, on the Lease Payment Dates and in the amounts specified in Exhibit B
hereto, except such amounts shall be reduced by moneys on deposit in the Lease Payment Fund
and credited to the payment of Lease Payments next due. The Lease Payments shall be payable
from the General Fund of the City as hereinafter provided.
(b) Reduction Upon Partial Prepay. In the event the City prepays less
than all of the remaining principal components of the Lease Payments pursuant to Sections 4.02
and 4.03 hereof, the amount of such prepayment shall be applied to reduce the principal
component of the subsequent remaining Lease Payments in any manner as directed by the City in
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -4- g •CI•
Page 17
a Written Certificate and the interest component of each subsequent remaining Lease Payment
shall be reduced by the aggregate corresponding amount of interest which would otherwise be
payable with respect to the Certificate redeemed as a result of such prepayment.
(c) Rate on Overdue Payments In the event the City should fail to make any
of the payments required in this Section so that there are insufficient moneys on hand in the
Lease Payment Fund to pay any Lease Payment in full on a Lease Payment Date, the Lease
Payment in default shall continue as an obligation of the City until the amount in default shall
have been fully paid and the City agrees to pay the same with interest thereon, to the extent
permitted by law, from the date thereof at the rate of interest payable with respect to the
Certificate.
Section 3.07 General Obligation of the City.
(a) General Fund. The City's obligation to pay the Lease Payments shall be an
obligation payable from the City's General Fund. The City covenants to take such action as may
be necessary to include all Lease Payments coming due in each of its annual budgets during the
Term of this Lease - Purchase Agreement and to make the necessary annual appropriations for all
such Lease Payments. The covenant 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 Lease - Purchase Agreement agreed to be carried out and
performed by the City.
Section 3.08 Assignment.
The District understands and agrees that all Lease Payments have been assigned by the
Agency to the City in trust, pursuant to this Lease - Purchase Agreement, for the benefit of the
Owner of the Certificate, and the City hereby assents to such assignment. The Agency hereby
directs the City, and the City hereby agrees to pay to the Trustee all Lease Payments payable by
the City pursuant to Section 3.06.
Section 3.09 Quiet Enjoyment.
Throughout the Term of this Lease, the Agency shall provide the City with quiet use and
enjoyment of the Site and Project and the City shall peaceably and quietly have and hold and
enjoy the Site and Project, without suit, trouble or hindrance from the Agency, except as
expressly set forth in this Lease - Purchase Agreement. The Agency will, at the request of the
City and at the City's cost, join in any legal action in which the City asserts its right to such
possession and enjoyment to the extent the Agency may lawfully do so.
Section 3.10 Title.
At all times during the Term of this Lease, the City shall hold fee title to the Site and
Project, subject to the provisions of the Site Lease and other Permitted Encumbrances.
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - 5 - 'q'
Page 18
Upon the termination of this Lease, all right, title and interest of the Agency hereunder in
and to the Site and Project shall be transferred to and vested in the City. Upon the payment in
full of all Lease Payments allocable to the Site and Project, or upon the deposit by the District of
security for such Lease Payments as provided in Section 4.02, all right, title and interest of the
Agency hereunder in and to the Site and Project shall be transferred to and vested in the City.
The Agency agrees to take any and all steps and execute and record any and all documents
reasonably required by the City to consummate any such transfer of title.
Section 3.11 Additional Payments.
In addition to the Lease Payments, the City shall pay when due all costs and expenses
incurred by the Agency to comply with the provisions of the Trust Agreement and this Lease -
Purchase Agreement, including, without limitation all Delivery Costs (to the extent not paid from
amounts on deposit in the Acquisition Fund), compensation due to the Trust Administrator for its
fees, costs and expenses incurred under the Trust Agreement and all costs and expenses of
attorneys, consultants, auditors, engineers and accountants.
Section 3.12 Payments to Reserve Fund.
In addition to the Lease Payments, the City shall pay to the Trust Administrator,
(a) on each Lease Payment Date for the first ten (10) years of the lease term,
and for the Term of the Lease - Purchase Agreement, $3,366.00, which is an amount equal to
1 /5th of the average annual Debt Service ($67,312.00) on the Certificate, and
(b) such additional amounts as shall be required to replenish the Reserve Fund
in the event that a draw therefrom or a valuation determines that a deficiency exists therein, all in
accordance with Section 6.06 of the Trust Agreement;
provided, however, that if the amount on deposit in the Reserve Fund reaches the Reserve
Requirement, the City shall discontinue payments to the Reserve Fund (except to the extent
necessary to replenish the Reserve Fund) and any further interest earnings on the Reserve shall
be allocated under Section 8.03 of the Trust Agreement.
ARTICLE IV
PREPAYMENT OF LEASE PAYMENTS
Section 4.01 Prepayment.
The City shall have the right to prepay the Lease Payments, without prepayment
premium, but only in the manner, at the times and in all respects in accordance with the
provisions of this Article IV.
Section 4.02 Optional Prepayment.
Subject to the terms and conditions of this Section 4.02, the Agency hereby grants an
option to City to prepay the Lease Payments in full, by paying the total unpaid principal
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - 6 - 'q'
Page 19
component of the Lease Payments as set forth in Exhibit B or in part, but not in an amount of
less than the Denomination Amount or any integral multiple thereof, at any one time.
The City may exercise this option at any time by giving written notice to the Agency and
the Trust Administrator of the exercise of such option at least 60 days prior to the date
designated for prepayment.
In order to prepay the Lease Payments in full, the City shall deposit with the Trust
Administrator, by the date designated for prepayment, cash in the amount sufficient to pay the
total unpaid principal component of the Lease Payments as set forth in Exhibit B on each
Installment Payment Date, together with accrued interest to the prepayment date, and any Lease
Payments then due but unpaid.
In order to prepay the Lease Payments in part, the City shall deposit with the Trust
Administrator, by the date designated for prepayment, an amount divisible by the Denomination
Amount equal to the amount desired to be prepaid, together with accrued interest to the
prepayment date, and any Lease Payments then due but unpaid.
In the event of prepayment in part, the partial prepayment shall be applied by the Agency
or its assignee against Lease Payments in such order as directed by the City, and the City shall
prepare (or cause to be prepared) and provide to the Trust Administrator a revised schedule of
Lease Payments reflecting such partial prepayment.
Section 4.03 Mandatory Prepayment From Net Proceeds of Insurance or
Condemnation and from Unexpended Proceeds.
The City shall be obligated to prepay the Lease Payments in whole or in part on any
Installment Payment Date from and to the extent of (a) any Net Proceeds of any insurance or
condemnation award theretofore deposited in the Lease Payment Fund for such purpose pursuant
to Section 5.07 hereof or pursuant to Section 7.01 or 7.02 of the Trust Agreement; and (b) from
any excess monies remaining in the Acquisition Fund and not required for payment of
Acquisition Costs ( "Unexpended Proceeds "). The City and the Agency hereby agree that such
Net Proceeds and Unexpended Proceeds shall be credited towards the City's obligations under
this Section 4.03. Except in the case of such prepayment of the Lease Payments in full, such
payment shall be in addition to the Lease Payment required to be paid by the City on such date.
Section 4.04 Credit for Amounts on Deposit.
In the event the City elects or is required to prepay the Lease Payments in full under this
Article IV, such that the Trust Agreement shall be discharged by its terms as a result of such
prepayment, all amounts then on deposit in the Lease Payment Fund, the Acquisition Fund or the
Reserve Fund shall be credited towards the amounts required to be so prepaid.
Section 4.05 Security Deposit.
Notwithstanding any other provision of this Lease - Purchase Agreement, the City may, on
any date, secure the payment of Lease Payments by a deposit with the Trust Administrator, as
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - 7 - 'q'
Page 20
escrow holder under an escrow deposit and trust agreement as referenced in Section 14.01(d) of
the Trust Agreement, of:
(a) All Lease Payments In the case of a security deposit relating to all Lease
Payments, either (i) an amount which, together with amounts on deposit in the Lease Payment
Fund and the Reserve Fund, is sufficient to pay all unpaid Lease Payments, including the
principal and interest components thereof, in accordance with the Installment Payment schedule
set forth in Exhibit B attached hereto, or (ii) Defeasance Obligations, together with cash, if
required, in such amount as will, in the opinion of nationally- recognized bond counsel and of an
independent certified public accountant, together with interest to accrue thereon and, if required,
all or a portion of moneys or Defeasance Obligations then on deposit in the Lease Payment Fund
and the Reserve Fund, be fully sufficient to pay all unpaid Lease Payments on their Lease
Payment Date; or
(b) Portion of Lease Payments. In the case of a security deposit relating to a
portion of the Lease Payments both (i) a certificate executed by a City Representative
designating the portion of the Lease Payments to which the deposit pertains, and (ii) cash or
Defeasance Obligations, in such amount as will, together with interest to be received thereon, if
any, and an allocable portion of amounts on deposit in the Lease Payment Fund and the Reserve
Fund, be fully sufficient in the opinion of an independent certified public accountant, to pay the
portion of the Lease Payments designated in such City Representative's certificate.
(c) Effect. In the event of a deposit pursuant to this Section 4.05, all
obligations of the City under this Lease - Purchase Agreement pertaining to the portion of the
Project for which the deposit has been made shall cease and terminate, excepting only the
obligation of the City to make, or cause to be made, all Lease Payments, or the portion of Lease
Payments to which the deposit pertains, from the deposit made by the City pursuant to this
Section 4.05. Such deposit shall be deemed to be and shall constitute a special fund for the
payment of Lease Payments in accordance with the provisions of this Lease - Purchase
Agreement. Upon such deposit, the Agency will execute or cause to be executed any and all
documents as may be necessary to release the security provided hereby to the extent of such
deposit.
ARTICLE v
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01 Maintenance, Taxes and Assessments, Contests.
(a) Operation. The City covenants to maintain the Project in good repair and
working order in accordance with customary standards and practices applicable to similar
facilities.
(b) Taxes and Assessments. The City shall also pay or cause to be paid all
taxes and assessments of any type or nature charged to the Agency or the City or levied, assessed
or charged against the Project or the respective interests or estates therein; provided that with
respect to special assessments or other governmental charges that may lawfully be paid in
installments over a period of years, the City shall be obligated to pay only such installments as
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - g - 'q'
Page 21
are required to be paid during the Term of the Lease - Purchase Agreement as and when the same
become due. The City shall not be required to pay any federal, state or local income, inheritance,
estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock,
corporate, or other similar tax payable by the Agency, its successors or assigns, unless such tax is
made in lieu of or as a substitute for any real estate or other tax upon property.
(c) Contest The City may, at the City's expense and in its name, in good faith
contest any such taxes, assessments, utility and other charges and, in the event of any such
contest, may permit the taxes, assessments or other charges so contested to remain unpaid during
the period of such contest and any appeal therefrom unless the Agency shall notify the City that
in the opinion of Independent Counsel, by nonpayment of any such items, or the Project or any
part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such
taxes, assessments or charges or provide the Agency with full security against any loss which
may result from nonpa in form satisfactory to the Agency.
Section 5.02 Modification of Project.
The City shall, at its own expense, have the right to remodel the Project or to make
additions, modifications and improvements thereto. All such additions, modifications and
improvements shall thereafter comprise part of the Project and be subject to the provisions of this
Lease - Purchase Agreement. Such additions, modifications and improvements shall not in any
way damage the Project or cause it to be used for purposes other than those authorized under the
provisions of state and federal law; and the Project, upon completion of any additions,
modifications and improvements made pursuant to this Section 5.02, shall be of a value which is
not substantially less than the value of the Project immediately prior to the making of such
additions, modifications and improvements.
Section 5.03 Installation of City's Equipment.
The City may at any time and from time to time, in its sole discretion and at its own
expense, install or permit to be installed other items of equipment or other personal property in
or upon the Project. All such items shall remain the sole property of the City, in which neither
the Agency nor the Trust Administrator shall have any interest, and may be modified or removed
by the City at any time provided that the City shall repair and restore any and all damage to the
Project resulting from the installation, modification or removal of any such items. Nothing in this
Lease - Purchase Agreement shall prevent the City from purchasing items to be installed pursuant
to this Section 5.03 under a conditional sale or lease purchase contract, or subject to a vendor's
lien or security agreement, as security for the unpaid portion of the purchase price thereof.
Section 5.04 Public Liability and Property Damage Insurance.
(a) Insurance Policies The City shall maintain or cause to be maintained,
throughout the Term of the Lease - Purchase Agreement, insurance policies, including a standard
comprehensive general insurance policy or policies in protection of the City, its members,
officers, agents and employees. Said policy or policies shall provide for indemnification of said
parties against direct or contingent loss or liability for damages for bodily and personal injury,
death or property damage occasioned by reason of the acquisition or operation of the Project (but
146/024600 -0009 Agenda Item 8
1083357.07 a09/09/10 - 9 - 'q'
Page 22
only if such insurance is available at reasonable cost on the open market from reputable
insurance companies). Such policy or policies shall provide coverage in the minimum liability
limits of $1,000,000 for personal injury or death of each person and in each accident or event,
and in a minimum amount of $250,000 (subject to a deductible clause of not to exceed $200,000)
for damage to property resulting from each accident or event. Such public liability and property
damage insurance may, however, be in the form of a single limit policy in the amount of
$2,500,000 covering all such risks. Such liability insurance may be maintained as part of or in
conjunction with any other liability insurance coverage carried by the City, and may be
maintained in the form of insurance maintained through a nonprofit public benefit Agency
created for such purpose or in the form of self - insurance by the City.
(b) Self - Insurance. If the City maintains self- insurance, it shall supply to the
Trust Administrator a statement of sufficiency by an independent insurance consultant or the
City's risk manager on an annual basis as described in Section 5.06 hereof.
(c) Application of Net Proceeds. The Net Proceeds of such liability insurance
shall be applied toward extinguishment or satisfaction of the liability with respect to which the
insurance proceeds shall have been paid.
Section 5.05 Fire and Extended Coverage Insurance.
(a) Insurance Policies. The City shall procure and maintain, or cause to be
procured and maintained, throughout the Term of the Lease - Purchase Agreement, insurance
against loss or damage to any structures constituting any part of the Project by fire and lightning,
with extended coverage insurance but not including earthquake insurance. Flood insurance shall
not be required for those structures shown on Exhibit A hereto, but may be required for
subsequent improvements to the Project. Such insurance shall be in an amount equal to the
greater of 100% of the replacement cost of the Project or the then Outstanding principal amount
of Certificate. Such insurance may be subject to a deductible clause of not to exceed ten percent
of said replacement cost for any one loss. 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, and may be maintained in the form of insurance maintained through a nonprofit
public benefit Agency created for such purpose or in the form of self - insurance by the City.
(b) Self - Insurance. If the City shall maintain self- insurance, it will supply to
the Trust Administrator a statement of sufficiency by an independent insurance consultant or the
City's risk manager on an annual basis as described in Section 5.06 hereof.
(c) Application of Net Proceeds. Net Proceeds of such insurance shall be
applied as provided in Section 5.07 hereof.
Section 5.06 Rental Interruption Insurance.
The City shall procure, and maintain or cause to be maintained, throughout the Term of
this Lease - Purchase Agreement, rental interruption or use and occupancy insurance to cover loss,
total or partial, of the use of the improvements leased hereunder as a result of any of the hazards
covered in the insurance required by Section 5.05, in an amount at least equal to the maximum
Lease Payments coming due and payable during the current and next Fiscal Year (i.e., coverage
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -10- g 'q •
Page 23
for 24 months is required). Such insurance may be maintained as part of or in conjunction with
any other insurance coverage carried by the City, but shall not be maintained in the form of self -
insurance.. The Net Proceeds of such insurance shall be paid to the Trust Administrator and
deposited in the Lease Payment Fund, and shall be credited towards the payment of the Lease
Payments as the same become due and payable.
Section 5.07 Insurance Net Proceeds; Form of Policies.
(a) The insurance required by Sections 5.04, 5.05 and 5.06 of this Agreement
shall provide that all proceeds thereunder shall be payable to the Trust Administrator for the
benefit of the Certificate Owners. The City shall pay or cause to be paid when due the premiums
for all insurance policies required by this Lease - Purchase Agreement.
(b) All such policies shall provide that the Agency and the Trust
Administrator are named as additional insureds and that the Trust Administrator shall be given
30 days' notice of each expiration, any intended cancellation thereof or reduction of the coverage
provided thereby. The Trust Administrator shall not be responsible for the sufficiency of any
insurance herein required or for the obtaining of such insurance 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 City.
(c) The City shall cause to be delivered to the Trust Administrator annually,
no later than the end of each Fiscal Year, a Written Certificate signed by a City Representative
stating that the City is in compliance with Sections 5.04 and 5.05 of this Agreement. The Trust
Administrator may conclusively rely on such certificate.
Section 5.08 Application of Net Proceeds.
(a) From Insurance Award The Net Proceeds of any insurance award
resulting from any damage to or destruction of the Project by fire or other casualty shall be
deposited in the Insurance and Condemnation Fund by the Trust Administrator promptly upon
receipt thereof and, if the City Representative notifies the Trust Administrator in writing of the
City's determination that the replacement, repair, restoration, modification or improvement of
the Project is not economically feasible or in the best interest of the City, then such Net Proceeds
shall be promptly transferred by the Trust Administrator to the Lease Payment Fund to be
applied as provided in Section 4.03 hereof. All Net Proceeds deposited in the Insurance and
Condemnation Fund and not so transferred shall be applied to the prompt replacement, repair,
restoration, modification or improvement of the Project by the City, upon receipt of a requisition,
signed by the City Representative and, so long as all of the Outstanding Certificates are held by
the Owner, the Owner of the Certificate stating with respect to each payment to be made (i) the
requisition number, (ii) the name and address of the person, firm or Agency to whom payment is
due, (iii) the amount to be paid and (iv) that each obligation mentioned therein has been properly
incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the
basis of any previous withdrawal, and specifying in reasonable detail the nature of the obligation.
Any balance of the Net Proceeds remaining after such work has been completed shall be
transferred to the Lease Payment Fund. The City covenants that it will commence such
replacement, repair, restoration, modification or improvement or indicate that such replacement,
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -11- g 'q •
Page 24
repair, restoration, modification or improvement is not economically feasible within 180 days of
receipt of such Net Proceeds.
(b) From Eminent Domain Award. The Net Proceeds of any eminent domain
award shall be deposited in the Insurance and Condemnation Fund to be held and applied by the
Trust Administrator pursuant to Section 7.02 of the Trust Agreement.
Section 5.09 Termination or Abatement Due to Eminent Domain.
If the Site and Project shall be taken permanently under the power of eminent domain or
sold to a government threatening to exercise the power of eminent domain, the Term of this
Lease - Purchase Agreement shall cease with respect thereto as of the day possession shall be so
taken. If less than all of the Site and Project shall be taken permanently, or if the Site and Project
shall be taken temporarily, under the power of eminent domain, (a) this Lease - Purchase
Agreement shall continue in full force and effect with respect thereto and shall not be terminated
by virtue of such taking and the parties waive the benefit of any law to the contrary, and (b) there
shall be a partial abatement of Lease Payments allocated thereto, in an amount to be determined
by the City such that the resulting Lease Payments represent fair consideration for the use and
occupancy of the remaining usable portions of the Site and Project, calculated in accordance with
Section 5.11. Notwithstanding the foregoing, there shall be no abatement of Lease Payments
under this Section 5.09 to the extent that amounts in the Reserve Fund are available to pay Lease
Payments which would otherwise be abated under this Section 5.09, it being hereby declared that
such proceeds and amounts constitute a special fund for the payment of the Lease Payments.
Section 5.10 Abatement Due to Damage or Destruction.
The amount of Lease Payments shall be abated during any period in which by reason of
damage or destruction (other than by eminent domain which is hereinbefore provided for) there
is substantial interference with the use and occupancy by the City of the Site and Project or any
portion thereof. The amount of such abatement shall be agreed upon by the Owner of the
Certificate, City and the Agency such that the resulting Lease Payments represent fair market
rental for the use and occupancy of the portions of the Site and Project not damaged or
destroyed, calculated in accordance with Section 5.11. Such abatement shall continue for the
period commencing with such damage or destruction and ending with the substantial completion
of the work of repair or reconstruction. In the event of any such damage or destruction, this
Lease - Purchase Agreement shall continue in full force and effect and the City waives any and all
rights to terminate this Lease - Purchase Agreement by virtue of any such damage and destruction
pursuant to California Civil Code Sections 1932, subdivision 2 and 1933, subdivision 4.
Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section
5.10 to the extent that the proceeds of hazard insurance, rental interruption insurance or amounts
in the Reserve Fund are available to pay Lease Payments which would otherwise be abated under
this Section 5.10, it being hereby declared that such proceeds and amounts constitute a special
fund for the payment of the Lease Payments.
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -12- g 'a •
Page 25
Section 5.11 Calculation of Lease Payments in Event of Abatement.
As provided in Section 3.06, Lease Payments payable in any year shall be for the use of
the Site and Project during such year, and abatement of Lease Payments shall also be calculated
on an annual basis, taking into account the entire twelve month period of such year, within which
the damage or destruction occurs. If at any time it shall be necessary to calculate abatement of
Lease Payments, for purposes of calculation in any year, the total amount of Lease Payments
payable within such twelve month period shall be divided by 365 days. The maximum amount
of daily abatement of Lease Payments for such twelve month period shall not exceed the result of
such calculation.
Upon cessation of the abatement event, the Site and Project shall be appraised to
determine its current fair rental value. If such value has increased since the closing date, base
rental payments shall be increased for the remaining term to reflect such increase so that amounts
abated are recouped to the extent permissible pursuant to applicable law.
Section 5.12 Advances.
If the City shall fail to perform any of its obligations under this Article V, the Agency
may, but shall not be obligated to, take such action as may be necessary to cure such failure,
including the advancement of money, and the City shall be obligated to repay all such advances
as soon as possible, with interest at the rate of interest with respect to the Certificate from the
date of the advance to the date of repayment.
ARTICLE VI
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNITY
Section 6.01 Disclaimer of Warranties.
The Agency makes no warranty or representation, either express or implied, as to the
value, design, condition, merchantability or fitness for any particular purpose or fitness for the
use contemplated by the City for the Project or any item thereof, or any other representation or
warranty with respect to the Project or any item thereof. In no event shall the Agency be liable
for incidental, indirect, special or consequential damages, in connection with or arising out of
this Lease - Purchase Agreement or the Trust Agreement for the existence, furnishing, functioning
or City's use of the Project.
Section 6.02 Access to the Project and Records.
To the extent permitted by law, the City agrees that the Agency, any Agency
Representative, and the Agency's successors or assigns shall have the right at all reasonable
times to enter upon and to examine and inspect the Project. The City further agrees that the
Agency, any Agency Representative, and the Agency's successors or assigns shall have such
rights of access to the Project as may be reasonably necessary to cause the proper maintenance of
the Project in the event of failure by the City to perform its obligations hereunder. In addition,
the City agrees that the Agency, any Agency Representative, and the Agency's successors or
assigns shall have the right at all reasonable times to inspect and examine all books, papers and
records of the Agency and the City pertaining to the Project and the Certificate, to make copies
146/024600 -0009 Agenda n d a Item 8.q.
1083357.07 a09/09/10 -13- g
Page 26
thereof and to take non - privileged memoranda therefrom or with respect thereto as may be
desired.
Section 6.03 Indemnity.
The City shall and hereby agrees to indemnify and save the Agency and its successors
and assigns harmless from and against all claims, losses and damages, including legal fees and
expenses, arising out of: (a) the use, maintenance, condition or management of, or from any
work or thing done on the Project by the City; (b) any breach or default on the part of the City in
the performance of any of its obligations under this Lease - Purchase Agreement; (c) any act or
negligence of the City or of any of its agents, contractors, servants, employees or licensees with
respect to the Project; (d) any act or negligence of any assignee or sublessee of the City with
respect to the Project; or (e) the acquisition of the Project or the authorization of payment of the
Acquisition Costs or Delivery Costs by the City or the Agency. No indemnification is made
under this Section 6.03, or elsewhere in this Lease - Purchase Agreement for willful misconduct,
negligence, or breach of duty under this Lease - Purchase Agreement by the Agency, its officers,
agents, employees, successors or assigns.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.01 Events of Default Defined.
The following shall be "events of default' under this Lease - Purchase Agreement and the
terms "events of default' and "default' shall mean, whenever they are used in this Lease -
Purchase Agreement, any one or more of the following events:
(a) Failure by the City to pay any Lease Payment by the Lease Payment Date
or failure to make any other payment required to be paid hereunder at the time specified herein;
or
(b) Failure by the City to observe and perform any covenant, condition or
agreement on its part to be observed or performed in this Lease - Purchase Agreement or the Trust
Agreement, other than as referred to in clause (a) of this Section 7.01, 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 Agency, the Trust Administrator or the Owners of not less than 25% in aggregate
principal amount of Certificate then Outstanding; provided, however, if the failure stated in the
notice cannot be corrected within the applicable period, the Agency, the Trust Administrator or
such Owners, as applicable, shall not unreasonably withhold their consent to an extension of
such time if corrective action is instituted by the City within the applicable period and diligently
pursued until the default is corrected; or
(c) The filing by the City of a petition or answer seeking arrangement or
reorganization under the federal bankruptcy laws or any other applicable law of the United States
of America or any state therein, or the approval by a court of competent jurisdiction of a petition
filed with or without the consent of the City seeking arrangement or reorganization under the
federal bankruptcy laws or any other applicable law of the United States of America or any state
therein, or, under the provisions of any other law for the relief or aid of debtors, any court of
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -14- g 'a •
Page 27
competent jurisdiction assumes custody or control of the City or of the whole or any substantial
part of its property; or
(d) An event of default shall have occurred and be continuing with respect to
any Parity Debt.
Section 7.02 Remedies on Default.
Whenever any Event of Default shall have happened and be continuing, it shall be lawful
for the Agency to exercise any and all remedies available pursuant to law or granted pursuant to
this Lease - Purchase Agreement and the Trust Administrator, shall have the right to re -enter and
re -let the Site and Project and to terminate the Lease; provided, however, that notwithstanding
anything herein or in the Trust Agreement to the contrary, there shall be no right under any
circumstances to accelerate the Lease Payments or otherwise declare any Lease 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 Agency
may exercise any and all rights granted hereunder; provided, that no termination of this Lease -
Purchase Agreement shall 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 Agency shall have and is granted each and every one of
the following remedies; however, the Owner of the Certificate shall have the right to control all
remedies for default under both this Lease - Purchase Agreement and the Trust Agreement.
(a) Enforcement of Payments Without Termination In the event the Agency
does not elect to terminate this Lease - Purchase Agreement in the manner hereinafter provided
for in subparagraph (b) of this Section, the City agrees to and shall remain liable for the payment
of all Lease Payments and other amounts payable hereunder, and the performance of all
conditions herein contained, and shall reimburse the Agency for any deficiency arising out of the
re- leasing of the Site and Project; or, in the event the Agency is unable to re -lease the Site and
Project, then for the full amount of all Lease Payments and such other amounts to the end of the
Term of this Lease - Purchase Agreement, but the Lease Payments and such other amounts and /or
deficiency shall be payable only at the same time and in the same manner as hereinabove
provided for the payment of the Lease Payments and such other amounts hereunder,
notwithstanding such entry or re -entry by the Agency or any suit in unlawful detainer, or
otherwise, brought by the Agency for the purpose of effecting such re -entry or obtaining
possession of the Site and Project or the exercise of any other remedy by the Agency. The City
hereby irrevocably appoints the Agency as the agent and attorney -in -fact of the City to enter
upon and re -lease the Site and Project in the event of default by the City in the performance of
any covenants herein contained to be performed by the City and to remove all personal property
whatsoever situated upon the Site and Facilities, to place such property in storage or other
suitable place in the County of San Luis Obispo for the account of and at the expense of the City,
and the City hereby exempts and agrees to save harmless the Agency from any costs, loss or
damage whatsoever arising or occasioned by any such entry upon and re- leasing of the Site and
Project and the removal and storage of such property by the Agency or its duly authorized agents
in accordance with the provisions herein contained. The City agrees that the terms of this Lease -
Purchase Agreement constitute full and sufficient notice of the right of the Agency to re -lease the
Site and Project in the event of such re -entry without effecting a surrender of this Lease - Purchase
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -15- g 'q'
Page 28
Agreement, and further agrees that no acts of the Agency in effecting such re- leasing shall
constitute a surrender or termination of this Lease - Purchase Agreement irrespective of the term
for which such re- leasing is made or the terms and conditions of such re- leasing, or otherwise,
but that, on the contrary, in the event of such default by the City the right to terminate this Lease -
Purchase Agreement shall vest in the Agency to be effected in the sole and exclusive manner
hereinafter provided for in subparagraph (b) of this Section. The City further waives the right to
any rental obtained by the Agency in excess of the Lease Payments and hereby conveys and
releases such excess to the Agency as compensation to the Agency for its services in re- leasing
the Site and Project.
(b) Termination of Lease If an Event of Default occurs and is continuing
hereunder, the Agency at its option may terminate this Lease - Purchase Agreement and re -lease
all or any portion of the Site and Project. In the event of the termination of this Lease - Purchase
Agreement by the Agency at its option and in the manner hereinafter provided on account of
default by the City (and notwithstanding any re -entry upon the Site and Project by the Agency in
any manner whatsoever or the re- leasing of the Site and Project), the City nevertheless agrees to
pay to the Agency 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 Lease Payments and
other amounts payable hereunder. Any surplus received by the Agency from such re- leasing
shall be deposited in the Lease Payment Fund. Neither notice to pay rent or to deliver up
possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken
by the Agency shall of itself operate to terminate this Lease, and no termination of this Lease -
Purchase Agreement on account of default by the City shall be or become effective by operation
of law, or otherwise, unless and until the Agency shall have given written notice to the City of
the election on the part of the Agency to terminate this Lease - Purchase Agreement. The City
covenants and agrees that no surrender of the Site and Project, or of the remainder of the Term
hereof or any termination of this Lease - Purchase Agreement shall be valid in any manner or for
any purpose whatsoever unless stated or accepted by the Agency by such written notice. The
City may not terminate this Lease - Purchase Agreement for any Event of Default by the Agency.
(c) Proceedings at Law or In Equity. If an event of default occurs and
continues hereunder, the Agency 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.
Section 7.03 No Remedy Exclusive.
No remedy herein conferred upon or reserved to the Agency is intended to be exclusive
and every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Lease - Purchase Agreement or now or hereafter existing at law or in equity. No delay
or omission 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 thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient. In order to entitle the
Agency to exercise any remedy reserved to it in this Article VII it shall not be necessary to give
any notice, other than such notice as may be required in this Article VII or by law.
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -16- g 'q •
Page 29
Section 7.04 Prosecution and Defense of Suits.
The City shall promptly, upon request of the Agency or its assignee, from time to time
take or cause to be taken such action as may be necessary or proper to remedy or cure any defect
in or cloud upon the title to the Project whether now existing or hereafter developing and shall
prosecute all such suits, actions and other proceedings as may be appropriate for such purpose
and, to the extent permitted by law, shall indemnify or cause to be indemnified the Agency and
its assignee for all loss, cost, damage and expense, including attorneys' fees, which they or any
of them may incur by reason of any such defect, cloud, suit, action or proceedings.
To the extent permitted by law, the City shall defend, or cause to be defended, against
every suit, action or proceeding at any time brought against the Agency or its assignee upon any
claim arising out of the receipt, application or disbursement of any of the Lease Payments or
involving the rights or duties of the Agency or its assignee under this Lease - Purchase Agreement
or the Trust Agreement; provided, that the Agency and its assignee at their election may appear
in and defend any such suit, action or proceeding. The City shall indemnify or cause to be
indemnified the Agency and its assignee against any and all liability claimed or asserted by any
person, arising out of such receipt, application or disbursement. Notwithstanding any contrary
provision hereof, this covenant shall remain in full force and effect, even though all Lease
Payments have been fully paid and satisfied, until a date which is three (3) years following the
payment of the last of the Lease Payments.
Section 7.05 No Additional Waiver Implied by One Waiver.
In the event any agreement contained in this Lease - Purchase Agreement should be
breached by either party and thereafter waived by the other party, such waiver shall be limited to
the particular breach so waived and shall not be deemed to waive any other breach hereunder.
Section 7.06 Application of the Proceeds.
The Trust Administrator, as assignee of the Agency, shall apply all amounts received
under this Article VII as set forth in Section 13.03 of the Trust Agreement.
Section 7.07 Trust Administrator and Certificate Owner to Exercise Rights.
Such rights and remedies as are given to the Agency under this Article VII have been
assigned by the Agency to the Trust Administrator under Section 5.01 of the Trust Agreement, to
which assignment the City hereby consents. Such rights and remedies shall be exercised by the
Trust Administrator and the Owner of the Certificate as provided in the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Assignment, Sale or Lease by the City.
(a) Assignment or Sale. This Lease - Purchase Agreement may not be assigned
by the City, and the Project may not be sold by the City during the Term of this Lease - Purchase
Agreement.
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09 /09 /10 - 17 - g 'q'
Page 30
(b) Lease The City may lease the Project, or any portion thereof, with the
consent of the Owner of the Certificate so long as all of the Outstanding Certificate are held by
the Owner thereof, and subject to all of the following conditions:
(i) This Lease - Purchase Agreement and the obligation of the City to
make Lease Payments hereunder shall remain obligations of the City;
(ii) The City shall, within 30 days after the delivery thereof, furnish or
cause to be furnished to the Agency and the Trust Administrator a true and complete copy of the
documents accomplishing such lease;
(iii) No such lease by the City shall cause the Project to be used for a
purpose other than a governmental or proprietary function authorized under the provisions of the
Constitution and laws of the State; and
(iv) No such lease shall cause the interest component of the Lease
Payments to become subject to federal or State personal income taxes.
Section 8.02 Amendment of Lease - Purchase Agreement.
The City will not alter, modify or cancel or agree or consent to alter, modify or cancel
this Lease - Purchase Agreement, except as permitted by Article VII of the Trust Agreement,
without the written consent of the Trust Administrator, the Agency and the Owner of the
Certificate.
Section 8.03 Binding Effect.
This Lease - Purchase Agreement shall inure to the benefit of and shall be binding upon
the Agency and the City and their respective successors and assigns.
Section 8.04 Applicable Law.
This Lease - Purchase Agreement shall be governed by and construed in accordance with
the laws of the State.
Section 8.05 Severability.
In the event any provision of this Lease - Purchase Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 8.06 Captions.
The captions or headings in this Lease - Purchase Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provision, Article or Section of this
Lease - Purchase Agreement.
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09 /09 /10 - 18 - g 'q'
Page 31
Section 8.07 Net Contract.
This Lease - Purchase Agreement shall be deemed and construed to be a "net contract' and
the City hereby agrees that the Lease Payments shall be an absolute net return to the Agency,
free and clear of any expenses, charges or set -offs whatsoever.
Section 8.08 Further Assurances and Corrective Instruments.
The Agency and the City agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and
such further instruments as may reasonably be required for correcting any inadequate or
incorrect description of the Project hereby sold or intended so to be or for carrying out the
expressed intention of this Lease - Purchase Agreement.
Section 8.09 Agency and City Representatives.
Whenever under the provisions of this Lease - Purchase Agreement the approval of the
Agency or the City is required, or the Agency or the City is required to take some action at the
request of the other, such approval or such request shall be given for the Agency by a Agency
Representative and for the City by a City Representative, and any party hereto shall be
authorized to rely upon any such approval or request.
Section 8.10 Notices.
All notices, certificates or other communications hereunder shall be sufficiently given
and shall be deemed to have been received 48 hours after deposit in the United States mail with
postage fully prepaid:
the City: City Manager
THE CITY OF ARROYO GRANDE
214 East Branch Street
Arroyo Grande, CA 93420
with a copy to: City Attorney
214 East Branch Street
Arroyo Grande, CA 93420
the Trust Administrator: Director of Administrative Services
214 East Branch Street
Arroyo Grande, CA 93420
the Agency:
Executive Director
ARROYO GRANDE REDEVELOPMENT AGENCY
214 East Branch Street
Arroyo Grande, CA 93420
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09 /09 /10 - 19 - g 'q'
Page 32
The Agency, the City and the Trust Administrator, by notice given hereunder, may designate
different addresses to which subsequent notices, certificates or other communications will be
sent.
Section 8.11 Execution in Counterparts.
This Lease - Purchase 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.
Section 8.12 Venue
Any legal proceedings by the parties hereto shall be brought in the Superior Court of the
County of San Luis Obispo.
Section 8.13 Attorneys Fees
The prevailing party in any legal proceedings brought hereunder shall be entitled to the
award of reasonable attorneys fees and costs.
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -20- g 'q'
Page 33
IN WITNESS, the City and the Agency have caused this Lease - Purchase Agreement to
be executed by their duly authorized officers as of the date first above written.
ARROYO GRANDE REDEVELOPMENT
AGENCY,
as Lessor
Steve Adams, Executive Director
CITY OF ARROYO GRANDE,
as Lessee
Tony Ferrara, Mayor
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -21- g 'q'
Page 34
EXHIBIT A
DESCRIPTION OF THE PROJECT
Acquisition of the property and office building at 300 East Branch Street for the purpose
of relocating City offices. The property is 32,77 gross square feet and 16,620 net square feet. It
includes a two -story 6,305 square foot office building.
146/024600 -0009 Agenda Item 8.q.
1083357.07 a09/09/10
Page 35
EXHIBIT B
SCHEDULE OF LEASE PAYMENTS
Date
Principal
Coupon
Interest
Total P &I
10/01/2010
04/01/2011
22,500.00
22,500.00
10/01/2011
2200.00
3.750
22,500.00
44,500.00
04/01/2012
2207.50
2207.50
10/01/2012
2300.00
3.750
2207.50
4507.50
04/01/2013
21,656.25
21,656.25
10/01/2013
2400.00
3.750
21,656.25
45,656.25
04/01/2014
21,206.25
21,206.25
10/01/2014
2500.00
3.750
21,206.25
46,206.25
04/01/2015
20,737.50
20,737.50
10/01/2015
2600.00
3.750
20,737.50
46,737.50
04/01/2016
20,250.00
20,250.00
10/01/2016
2700.00
3.750
20,250.00
47,250.00
04/01 /2017
19,743.75
19,743.75
10/01/2017
2800.00
3.750
19,743.75
47,743.75
04/01/2018
19,218.75
19,218.75
10/01/2018
2900.00
3.750
19,218.75
48,218.75
04/01/2019
1075.00
1075.00
10/01/2019
3000.00
3.750
1075.00
48,675.00
04/01/2020
18,112.50
18,112.50
10/01/2020
31,000.00
3.750
18,112.50
49,112.50
04/01/2021
17,531.25
17,531.25
10/01/2021
3200.00
3.750
17,531.25
49,531.25
04/01/2022
16,931.25
16,931.25
10/01/2022
3300.00
3.750
16,931.25
49,931.25
04/01/2023
16,312.50
16,312.50
10/01/2023
3500.00
3.750
16,312.50
51,312.50
04/01/2024
15,656.25
15,656.25
10/01/2024
3600.00
3.750
15,656.25
51,656.25
04/01/2025
14,981.25
14,981.25
10/01/2025
3700.00
3.750
14,981.25
51,981.25
04/01/2026
14,287.50
14,287.50
10/01/2026
3900.00
3.750
14,287.50
53,287.50
04/01/2027
13,556.25
13,556.25
10/01/2027
4000.00
3.750
13,556.25
53,556.25
04/01/2028
1206.25
1206.25
10/01/2028
4200.00
3.750
1206.25
5406.25
04/01/2029
12,018.75
12,018.75
10/01/2029
4300.00
3.750
12,018.75
55,018.75
04/01/2030
11,212.50
11,212.50
10/01/2030
4500.00
3.750
11,212.50
56,212.50
04/01/2031
10,368.75
10,368.50
146/024600 -0009
1083357.07 a09/09/10
Agenda Item 8.q.
Page 36
Date
Principal
Coupon
Interest
Total P &I
10/01/2031
4700.00
3.750
10,368.75
57,368.75
04/01/2032
9,487.50
9,487.50
10/01/2032
4800.00
3.750
9,487.50
57,487.50
04/01/2033
8,587.50
8,587.50
10/01/2033
5000.00
3.750
8,587.50
58,587.50
04/01/2034
7,650.00
7,650.00
10/01/2034
5200.00
3.750
7,650.00
59,650.00
04/01/2035
6,675.00
6,675.00
10/01/2035
5400.00
3.750
6,675.00
60,675.00
04/01/2036
502.50
502.50
10/01/2036
5600.00
3.750
502.50
6102.50
04/01/2037
4,612.50
4,612.50
10/01/2037
5800.00
3.750
4,612.50
62,612.50
04/01/2038
3,525.00
3,525.00
10/01/2038
6000.00
3.750
3,525.00
63,525.00
04/01/2039
2,400.00
2,400.00
10/01/2039
6300.00
3.750
2,400.00
65,400.00
04/01/2040
1,218.75
1,218.75
10/01/2040
6500.00
3.750
1,218.75
66,218.75
Total
$1
$819
$2
146/024600 -0009 Agenda n d a Item 8
1083357.07 a09/09/10 -2- g •CI•
Page 37
EXHIBIT C
DESCRIPTION OF THE SITE
The land referred to herein is situated in the State of California, County of San Luis Obispo, and
is described as follows:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN
LUIS OBISPO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Parcel 1:
Lot 1 in block 7 of the Subdivision of property belonging to W.N. Short, C.J. Mason and W.
Whiteley, in the city of Arroyo Grande, County of San Luis Obispo, State of California,
according to the map recorded October 01, 1887 in Book A, page 48 of Maps, in the office of the
County Recorder of said County.
Except therefrom that portion thereof included within the boundaries of Branch Street as
described in the deed to the County of San Luis Obispo, recorded in Book 25, page 407 of deeds.
Parcel 2:
That portion of Lot 81 of Strattons Survey of the Ranchos Corral de Piedra, Pismo and Bolsa de
Chemisal, in the City of Arroyo Grande, County of San Luis Obispo, State of California,
according to the map recorded in Book A, page 65 of maps and described as follows:
Commencing at the most Easterly corner of Lot 1, Block 7, as said lot and block are delineated
and so designated on map entitled, "Map of Subdivisions of property belonging to W.N. Short,
C.J. Mason and W. Whiteley, situated in the Town of Arroyo Grande, etc., "filed October 01,
1887, in Book A. Page 48 of Maps," and running thence Northwesterly along the Northeasterly
line of said Lot 1, Block 7, 240.75 feet to its intersection with the Southeasterly line of Branch
Street as it now exists; thence Northeasterly along said Southeasterly line of Branch Street, 72
feet to its intersection with the Southeasterly line of Lot 15 of said Block 7; thence Southeasterly
along the Southwesterly line of Lots 15 and 14 of said Block 7, 235.02 feet to the Southwesterly
corner of said Lot 14; thence Southwesterly 71.82 feet to the point of commencement.
146/024600 -0009 Agenda Item 8.q.
1083357.07 a09/09/10
Page 38
TABLE OF CONTENTS
Pia e
ARTICLEI GENERAL .............................................................................. ..............................1
Section 1.01 Definitions .................................................................. ............................... I
Section 1.02 Representations, Covenants and Warranties ............... ..............................1
Section 1.03 Written Certificates .................................................... ............................... 2
Section1.04 Exhibits ....................................................................... ..............................2
ARTICLE II DEPOSITS; PAYMENTS; ACQUISITION ......................... ............................... 3
Section 2.01 Deposit of Moneys ..................................................... ............................... 3
Section 2.02 Payment of Acquisition Costs and Delivery Costs .... ............................... 3
Section 2.03 Unexpended Proceeds ................................................ ............................... 3
Section 2.04 Acquisition of Project ................................................ ............................... 3
ARTICLE III SITE LEASE; LEASE PAYMENTS; NET REVENUES ..... ............................... 3
Section3.01
Site Lease ................................................................... ............................... 3
Section 3.02
Term; Possession ........................................................ ..............................3
Section3.03
Site Rental ................................................................... ..............................4
Section3.04
Lease ........................................................................... ..............................4
Section3.05
Term ............................................................................ ..............................4
Section 3.06
Lease Payments ........................................................... ..............................4
Section 3.07
General Obligation of the City .................................... ..............................5
Section3.08
Assignment ................................................................ ............................... 5
Section 3.09
Quiet Enjoyment ......................................................... ..............................5
Section3.10
Title ............................................................................ ............................... 5
Section 3.11
Additional Payments ................................................... ..............................6
Section 3.12
Payments to Reserve Fund .......................................... ..............................6
ARTICLE IV PREPAYMENT OF LEASE PAYMENTS ........................... ............................... 6
Section4.01 Prepayment ................................................................ ............................... 6
Section 4.02 Optional Prepayment .................................................. ..............................6
Section 4.03 Mandatory Prepayment From Net Proceeds of Insurance or
Condemnation and from Unexpended Proceeds ........ ............................... 7
Section 4.04 Credit for Amounts on Deposit .................................. ............................... 7
Section 4.05 Security Deposit ......................................................... ............................... 7
ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS ............ 8
Section 5.01
Maintenance, Taxes and Assessments, Contests ....... ............................... 8
Section 5.02
Modification of Project .............................................. ............................... 9
Section 5.03
Installation of City's Equipment ................................. ..............................9
Section 5.04
Public Liability and Property Damage Insurance ...... ............................... 9
Section 5.05
Fire and Extended Coverage Insurance ..................... .............................10
Section 5.06
Rental Interruption Insurance .................................... .............................10
Section 5.07
Insurance Net Proceeds; Form of Policies ................. .............................11
Section 5.08
Application of Net Proceeds ...................................... .............................11
146/024600 -0009
1083357.07 a09/09/10
• g .q.
A e n d a Item 8
'1'
Page 39
Pia e
Section 5.09 Termination or Abatement Due to Eminent Domain . .............................12
Section 5.10 Abatement Due to Damage or Destruction ................ .............................12
Section 5.11 Calculation of Lease Payments in Event of Abatement ..........................13
Section5.12 Advances .................................................................... .............................13
ARTICLE VI DISCLAIMER OF WARRANTIES; ACCESS; INDEMNITY .........................13
Section 6.01 Disclaimer of Warranties ........................................... .............................13
Section 6.02 Access to the Project and Records ............................. .............................13
Section6.03 Indemnity ................................................................... .............................14
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES ........................ .............................14
Section 7.01 Events of Default Defined ......................................... .............................14
Section 7.02 Remedies on Default .................................................. .............................15
Section 7.03 No Remedy Exclusive ................................................ .............................16
Section 7.04 Prosecution and Defense of Suits .............................. .............................17
Section 7.05 No Additional Waiver Implied by One Waiver ......... .............................17
Section 7.06 Application of the Proceeds ....................................... .............................17
Section 7.07 Trust Administrator and Certificate Owner to Exercise Rights ..............17
ARTICLE VIII
MISCELLANEOUS .................................................. .............................17
Section 8.01
Assignment, Sale or Lease by the City ...................... .............................17
Section 8.02
Amendment of Lease - Purchase Agreement ............... .............................18
Section 8.03
Binding Effect ............................................................ .............................18
Section 8.04
Applicable Law .......................................................... .............................18
Section8.05
Severability ................................................................ .............................18
Section8.06
Captions ..................................................................... .............................18
Section 8.07
Net Contract ............................................................... .............................19
Section 8.08
Further Assurances and Corrective Instruments ........ .............................19
Section 8.09
Agency and City Representatives .............................. .............................19
Section8.10
Notices ....................................................................... .............................19
Section 8.11
Execution in Counterparts .......................................... .............................20
Section8.12
Venue ......................................................................... .............................20
Section 8.13
Attorneys Fees ........................................................... .............................20
Exhibit A
Exhibit B
Description of the Project
Schedule of Lease Payments
146/024600 -0009 Agenda Item 8. .
1083357.07 a09/09/10 -11- q
Page 40
TRUST AGREEMENT
Dated as of September 1, 2010
by and among
the
THE CITY OF ARROYO GRANDE,
the
DIRECTOR OF ADMINISTRATIVE SERVICES OF THE CITY OF ARROYO
GRANDE,
as Trust Administrator
and the
ARROYO GRANDE REDEVELOPMENT AGENCY
$1,200,000
Certificate of Participation
City of Arroyo Grande
(City Hall Facility Project)
Series 2010
146/024600 -0009 Agenda Item 8.q.
1083356.06 a09/09/10
Page 41
TABLE OF CONTENTS
Pia e
ARTICLE I. DEFINITIONS; AUTHORIZATION; EXHIBITS ................... ..............................1
Section 1.01 Definitions .................................................................. ............................... I
Section 1.02 Authorization .............................................................. ..............................1
Section 1.03 Content of Written Certificates ................................... ..............................2
Section1.04 Exhibits ....................................................................... ..............................2
ARTICLE II. THE CERTIFICATE OF PARTICIPATION .......................... ..............................2
Section 2.01 Authorization .............................................................. ..............................2
Section2.02 Date ............................................................................ ............................... 3
Section 2.03
Maturities; Interest Rates ........................................... ............................... 3
Section2.04
Interest ......................................................................... ..............................4
Section 2.05
Form of Certificate; Legends ..................................... ............................... 5
Section2.06
Execution .................................................................... ..............................6
Section 2.07
Transfer and Exchange .............................................. ............................... 6
Section 2.08
Certificate Mutilated, Lost, Destroyed or Stolen ....... ............................... 6
Section2.09
Payment ...................................................................... ............................... 7
Section 2.10
Execution of Documents and Proof of Ownership .... ............................... 7
Section 2.11
Certificate Register .................................................... ............................... 8
Section2.12
CUSIP Numbers ......................................................... ............................... 8
ARTICLE III. ACQUISITION FUND .......................................................... ............................... 9
Section 3.01 Acquisition Fund ........................................................ ............................... 9
Section 3.02 Payment of Acquisition Costs ..................................... ..............................9
Section 3.03 Payment of Delivery Costs ........................................ .............................10
Section 3.04 Transfers of Unexpended Proceeds ........................... .............................10
ARTICLE IV. PREPAYMENT OF CERTIFICATE .................................... .............................10
Section4.01
Prepayment ................................................................ .............................10
Section 4.02
Selection of Certificate for Prepayment ................... ...............................
I I
Section 4.03
Notice of Prepayment ................................................ .............................11
Section 4.04
Partial Prepayment of Certificate ............................... .............................12
Section 4.05
Effect of Notice of Prepayment ................................. .............................12
Section 4.06
Purchase of Certificate ............................................... .............................13
ARTICLE V. LEASE PAYMENTS; LEASE PAYMENT FUND ............... .............................13
Section 5.01 Assignment of Rights in Lease - Purchase Agreement .............................13
Section 5.02 Establishment of Lease Payment Fund ...................... .............................14
Section5.03 Deposits ...................................................................... .............................14
Section 5.04 Application of Moneys .............................................. .............................14
Section5.05 Surplus ....................................................................... .............................14
ARTICLE VI. RESERVE FUND .................................................................. .............................14
Section 6.01 Establishment of Reserve Fund ................................. .............................14
146/024600 -0009 A e n d . a Item 8.
' g q
1083356.06 a09/09/10 - 1 -
Page 42
Section Deposits ................................................................................................... l4
Section Transfers . ................................................................................................ l5
Section 6.04 Application hm Event of Deficiency hm the Lease Payment Fund ............ l5
Section 6.05 Transfer toMuke All Lease Payments -----------------.l5
ARTICLE VII. INSURANCE AND CONDEMNATION FUND INSURANCE
EMINENT DOMAIN ............................................................................. l5
Section 7.01 Establishment of Insurance and Condemnation Fund;
Application of Net Proceeds ofInsurance Award . ................................. l5
Section 7.02 Application of Net Proceeds of Eminent Domain Award . ..................... l6
Section 7.03 Excess Net Proceeds . .............................................................................. l6
ARTICLE VIII. MONEYS lNFUNDS; INVESTMENT -------------------.l7
Section Held hm Trust .......................................................................................... l7
Section 8.02 Investments Authorized . ......................................................................... l7
Section 8.04 Accounti 10
Section 8.05 Ac Disposition and Valuation of Investments . ........................ 18
ARTICLE IX. THE TRUST ADMINISTRATOR ..................................................................... l0
Section 9.01 Appoi of Trust -----------------..l0
Section 9.02 Li abilit y of Trust --------------------.lg
Section 9.03 Merger or ------------------------2O
Section 9.04 Protection and Ri of the Trust -----------.2O
ARTICLE X. MODIFICATION OR AMENDMENT OF AGREEMENTS ---------..22
Section lO.Ol Amendments Permitted ........................................................................... 22
Section 10.02 Procedure for Amendment with Written Consent of Certificate
Onnec ---------------------------------..23
Section 10.03 Di s q ualified Certificate ........................................................................... 24
Section lO.O4 Effect of ------------------..24
Section 10.05 Endorsement or Replacement of Certificate Delivered After
Amendments .......................................................................................... 25
Section 11.01 Compliance With and Enforcement of
146m24600-0009
1083356.06 a09/09/10 -�- �w�����U��m��'�' Page 43
A -------------------------------.25
Section 11.02
Payment of Taxes ....................................................................................
25
Section lLO3
Observance of Laws and Regulations -----------------..26
Section lLO4
Prosecution and Defense of Suits . ..........................................................
26
Section lLO5
Further Assurances ..................................................................................
26
146m24600-0009
1083356.06 a09/09/10 -�- �w�����U��m��'�' Page 43
Pia e
Section 11.07
Private Activity Bond Limitation ............................... .............................26
Defeasance ................................................................. .............................32
Section 11.08
Section14.02
Federal Guarantee Prohibition ................................... .............................26
Section 11.09
Notices ....................................................................... .............................33
Exemption From Rebate Requirement ....................... .............................27
Section14.04
Section11.10
No Arbitrage .............................................................. .............................27
Binding Effect; Successors ........................................ .............................34
Section 11.11
Section 14.06
Maintenance of Tax - Exemption ................................ .............................27
Section 11.12
Destruction of Canceled Certificate ......................... ...............................
Small Issuer Exemption from Bank Nondeductibility
Section14.08
Headings .................................................................... .............................34
Restriction................................................................ ...............................
27
ARTICLE XII. LIMITATION OF LIABILITY ............................................ .............................27
Section 12.01 Limited Liability of the City .................................... ............................... 27
Section 12.02 No Liability of the Agency for Trust Administrator
Performance............................................................. ............................... 28
Section 12.03 Indemnification of Trust Administrator ..................... .............................28
Section 12.04 Limitation of Rights to Parties and Certificate Owners ..........................29
ARTICLE XIII. EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE
OWNERS................................................................. ............................... 29
Section 13.01 Assignment of Rights ................................................. .............................29
Section13.02 Remedies .................................................................... .............................29
Section 13.03 Application of Funds .................................................. .............................29
Section 13.04 Institution of Legal Proceedings .............................. ............................... 30
Section13.05 Non - waiver ................................................................ .............................30
Section 13.06 Remedies Not Exclusive ............................................ .............................30
Section 13.07 Power of Trust Administrator to Control Proceedings ...........................30
Section 13.08 Limitation on Certificate Owners' Right to Sue ...... ............................... 31
Section 13.09 Parties Interested Herein ............................................ .............................31
ARTICLE XIV. MISCELLANEOUS ........................................................... .............................32
Section14.01
Defeasance ................................................................. .............................32
Section14.02
Records ...................................................................... .............................33
Section14.03
Notices ....................................................................... .............................33
Section14.04
Governing Law .......................................................... .............................33
Section 14.05
Binding Effect; Successors ........................................ .............................34
Section 14.06
Execution in Counterparts .......................................... .............................34
Section 14.07
Destruction of Canceled Certificate ......................... ...............................
34
Section14.08
Headings .................................................................... .............................34
Section 14.09
Limitation of Rights to Parties and Certificate Owners ..........................34
Section 14.10
Waiver of Notice ...................................................... ...............................
34
Section 14.11
Payments Due on Other than Business Day ............ ...............................
35
Section 14.12
Payment of Unclaimed Moneys ............................... ...............................
35
Section 14.13
Separability of Invalid Provisions ............................ ...............................
35
Section14.14
Venue ....................................................................... ...............................
35
146/024600 -0009 Agenda Item 8.q.
1083356.06 a09/09/10 - 111 -
Page 44
TRUST AGREEMENT
This TRUST AGREEMENT, made and entered into as of September 1, 2010, by and
among the DIRECTOR OF ADMINISTRATIVE SERVICES OF THE CITY OF ARROYO
GRANDE, as trust administrator (the "Trust Administrator "), the ARROYO GRANDE
REDEVELOPMENT AGENCY, a community redevelopment agency organized and existing
under the laws of the State of California (the "Agency "), and the CITY OF ARROYO
GRANDE, a municipal corporation organized and existing under the laws of the State of
California (the "City ");
BACKGROUND
A. The City and the Agency have entered into a lease - purchase agreement (the
"Lease- Purchase Agreement'), dated as of the date hereof, whereby the Agency has agreed to
lease a new city hall facility (the "Project") to the City and the City has agreed to lease the
Project from the Agency; and
B. The City has previously advanced its own Funds to provide initial Funding for the
Project on an interim basis, and the City now desires to borrow the remaining Funds needed to
complete the Project; and
C. To obtain the moneys required to be deposited by it with the Trust Administrator
for financing the acquisition of the Project, the Agency proposes to assign and transfer certain of
its rights under the Lease - Purchase Agreement to the Trust Administrator and, in consideration
of such assignment and the execution of this Trust Agreement, the Trust Administrator has
agreed to execute and deliver a certificate of participation, evidencing a direct, undivided
fractional interest in the Lease Payments and Prepayments (each as hereinafter defined) to be
made by the City, to provide the moneys required herein to be deposited by the Agency;
AGREEMENT
In consideration of the premises and the mutual covenants contained herein, the parties
hereto agree as follows:
ARTICLE I.
DEFINITIONS; AUTHORIZATION; EXHIBITS
Section 1.01 Definitions.
Unless the context otherwise requires, the terms defined in Exhibit A attached hereto
shall, for all purposes of this Trust Agreement, have the meanings therein specified.
Section 1.02 Authorization.
Each of the parties hereby represents and warrants that it has full legal authority and is
duly empowered to enter into this Trust Agreement, and has taken all actions necessary to
authorize the execution of this Trust Agreement by the officers and persons signing it.
146/024600 -0009 Agenda Item 8.q.
1083356.06 a09/09/10
Page 45
Section 1.03 Content of Written Certificates.
(a) Contents. Every certificate provided for in this Trust Agreement with
respect to compliance with any provision hereof, except the certificate of destruction pursuant to
Section 14.07, shall include (a) a statement that the person making or giving such certificate or
opinion has read such provision and the definitions herein relating thereto; (b) a brief statement
as to the nature and scope of the examination or investigation upon which the certificate is based;
(c) a statement that, in the opinion of such person, he has made or caused to be made such
examination or investigation as is necessary to enable him to express an informed opinion with
respect to the subject matter referred to in the instrument to which his signature is affixed; (d) a
statement of the assumptions upon which such certificate is based, and that such assumptions are
reasonable; and (e) a statement as to whether, in the opinion of such person, such provision has
been complied with.
(b) Reliance. Any such certificate made or given by a City Representative
may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of
or representation by counsel or an accountant, unless such City Representative knows, or in the
exercise of reasonable care should have known, that the certificate, opinion or representation
with respect to the matters upon which such certificate or statement may be based, as aforesaid,
is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be
based, insofar as it relates to factual matters (with respect to which information is in the
possession of the City, as the case may be) upon a certificate or opinion of or representation by a
City Representative, unless such counsel or accountant knows, or in the exercise of reasonable
care should have known, that the certificate or opinion or representation with respect to the
matters upon which such person's certificate or opinion or representation may be based, as
aforesaid, is erroneous. The same City Representative, or the same counsel or accountant, as the
case may be, need not certify to all of the matters required to be certified under any provision of
this Trust Agreement, but different officers, counsel or accountants may certify to different
matters, respectively.
Section 1.04 Exhibits.
The following Exhibits are attached to, and by this reference are made a part of, this Trust
Agreement:
Exhibit A: Definitions
Exhibit B: Form of Certificate of Participation
Exhibit C: Form of Disbursement Requisition from Acquisition Fund
ARTICLE II.
THE CERTIFICATE OF PARTICIPATION
Section 2.01 Authorization.
The Trust Administrator is hereby authorized and directed upon written request from the
Agency to execute and deliver, to the Original Purchaser, Certificate in the Principal Amount
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 '2' q
Page 46
evidencing undivided fractional interests in the Lease
Payments and the
prepayments. The
aggregate principal amount of the Certificate shall not in any case exceed the aggregate
payments by the Original Purchaser therefor, as such
payments and the
dates thereof are
endorsed on the single, fully registered Certificate. No provision is made for the Certificate to be
executed and delivered in blocks or phases as the Original Purchaser's regulations
for single
delivery have been satisfactorily met.
Section 2.02 Date.
The Certificate shall be dated as of the date of delivery thereof.
Section 2.03 Maturities; Interest Rates.
The Certificate shall mature on October 1 in the
years and in the
principal amounts
shown below, and interest with respect thereto shall be computed at the Interest Rate:
Date (10 /1) Principal Coupon
Interest
Total P +I
2010
2011 2200.00 3.750%
4500.00
6700.00
2012 2300.00 3.750%
44,175.00
67,175.00
2013 2400.00 3.750%
43,312.50
67,312.50
2014 2500.00 3.750%
42,412.50
67,412.50
2015 2600.00 3.750%
41,475.00
67,475.00
2016 2700.00 3.750%
40,500.00
67,500.00
2017 2800.00 3.750%
39,487.50
67,487.50
2018 2900.00 3.750%
38,437.50
67,437.50
2019 3000.00 3.750%
37,350.00
67,350.00
2020 31,000.00 3.750%
36,225.00
67,225.00
2021 3200.00 3.750%
35,062.50
67,062.50
2022 3300.00 3.750%
33,862.50
66,862.50
2023 3500.00 3.750%
32,625.00
67,625.00
2024 3600.00 3.750%
31,312.50
67,312.50
2025 3700.00 3.750%
29,962.50
66,962.50
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09/09/10 -3- g q
Page 47
Date (10 /1) PrinciDal CouDon Interest Total P +I
2026
3900.00
3.750%
28,575.00
67,575.00
2027
4000.00
3.750%
27,112.50
67,112.50
2028
4200.00
3.750%
25,612.50
67,612.50
2029
4300.00
3.750%
24,037.50
67,037.50
2030
4500.00
3.750%
22,425.00
67,425.00
2031
4700.00
3.750%
20,737.50
67,737.50
2032
4800.00
3.750%
18,975.00
66,975.00
2033
5000.00
3.750%
17,175.00
67,175.00
2034
5200.00
3.750%
15,300.00
67,300.00
2035
5400.00
3.750%
13,350.00
67,350.00
2036
5600.00
3.750%
11,325.00
67,325.00
2037
5 8,000.00
3.750%
9,225.00
67,225.00
2038
6000.00
3.750%
7,050.00
67,050.00
2039
6300.00
3.750%
400.00
6700.00
2040
6500.00
3.750%
2,437.50
67,437.50
TOTAL $ 1,200,000.00 $819 $ 1,019,337.50
Section 2.04 Interest.
Interest on the Certificate shall be payable semiannually on each Interest Payment Date to
and including the date of final principal payment (or provision therefor under Section 14.01
hereof) or prepayment, whichever is earlier, determined on the Original Purchaser's aggregate
payments for the single Certificate from the respective date(s) thereof, as such payments and
dates thereof are endorsed on the single Certificate and computed on the basis of a 365 -day year.
Such interest shall represent the portion of Lease Payments designated as interest and coming
due during the 6 -month period preceding each Interest Payment Date. The portion of Lease
Payments designated as interest with respect to any Certificate shall be computed by multiplying
the portion of Lease Payments designated as principal with respect to such Certificate by the rate
of interest applicable to such Certificate.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 '4' q
Page 48
Interest on any Certificate shall be payable from the Interest Payment Date next
preceding the date of execution thereof, unless
(i) such Certificate is executed on an Interest Payment Date, in which
event interest shall be payable from such Interest Payment Date, or
(ii) such Certificate is executed after the close of business on the 15th
day of the month immediately preceding the following Interest Payment Date and
prior to such Interest Payment Date, in which event interest shall be payable from
such Interest Payment Date, or
(iii) such Certificate is executed on or before the 15th day of the
calendar month preceding the first Interest Payment Date, in which event interest
shall be payable from the date of delivery thereof;
provided, however, that if at the time of execution of any Certificate, interest with respect thereto
is in default, interest with respect thereto shall be payable from the Interest Payment Date to
which interest has previously been paid or made available for payment.
Payment of interest with respect to any Certificate shall be made to the person appearing
on the registration books of the Trust Administrator as the Owner thereof as of the 15th day of
the month preceding such Interest Payment Date, such interest to be paid by wire transfer (in the
electronic Funds transfer manner specified by the Government if the Government is the Owner)
or by check mailed by first class mail to the Owner at the Owner's address as it appears on such
registration books.
Section 2.05 Form of Certificate; Legends.
The Certificate shall be delivered in the form of a fully registered Certificate, without
coupons, in the Denomination Amount or any integral multiple thereof, except that one
Certificate may contain any odd amount, and no Certificate may have principal maturing in more
than one year. The Certificate shall be numbered in such manner as the Trust Administrator
deems appropriate.
At the option of the Original Purchaser of the Certificate, a single, fully- registered
Certificate may be executed and delivered, in lieu of serial, registered Certificate, which single
Certificate shall mature in installments of the same principal amounts and on the same dates as
the registered Certificate it represents. The single Certificate shall be substantially in the form set
forth in Exhibit B attached hereto and by this reference incorporated herein.
The Certificate may contain or have endorsed thereon such provisions, specifications and
descriptive words not inconsistent with the provisions of this Trust Agreement as may be
necessary or desirable to comply with custom, or otherwise.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 -5- q
Page 49
Section 2.06 Execution.
The Certificate shall be executed by and in the name of the Trust Administrator, at the
written direction of the Agency, by the manual signature of an authorized signatory of the Trust
Administrator.
Section 2.07 Transfer and Exchange.
The following shall apply to transfers and exchanges of Certificate, provided that no
transfer or exchange of Certificate shall be required to be made during the 15 days prior to the
date of selection of Certificate for prepayment, or of any Certificate selected for prepayment:
(a) Transfer of Certificate Any Certificate may, in accordance with its terms,
be transferred upon the books required to be kept pursuant to the provisions of Section 2.11
hereof by the person in whose name it is registered, in person or by his duly authorized attorney,
upon surrender of such Certificate for cancellation, accompanied by delivery of a written
instrument of transfer in a form acceptable to the Trust Administrator, duly executed. Whenever
any Certificate shall be surrendered for transfer, the Trust Administrator shall deliver a new
Certificate of the same maturity, interest rate and aggregate principal amount in authorized
denominations to the transferee thereof. The Trust Administrator may require the payment by the
Certificate Owner requesting such transfer of any tax or other governmental charge required to
be paid with respect to such transfer.
(b) Exchange of Certificate. Certificate may be exchanged at the Principal
Trust Office, for a like aggregate principal amount of Certificate of other authorized
denominations of the same maturity. The Trust Administrator may require the payment by the
Certificate Owner requesting such exchange of any tax or other governmental charge required to
be paid with respect to such exchange.
Section 2.08 Certificate Mutilated, Lost, Destroyed or Stolen.
If any Certificate becomes mutilated, the Trust Administrator, at the expense of the
Owner of said Certificate, shall execute and deliver a new Certificate of like maturity and
principal amount in authorized denominations in exchange and substitution for the Certificate so
mutilated, but only upon surrender to the Trust Administrator of the Certificate so mutilated.
Every mutilated Certificate so surrendered to the Trust Administrator shall be canceled by it and
destroyed in accordance with Section 14.07 hereof, and the Trust Administrator shall deliver a
certificate of destruction to the City.
If any Certificate is lost, destroyed or stolen, evidence of such loss, destruction or theft
may be submitted to the Trust Administrator and, if such evidence is satisfactory to the Trust
Administrator and if an indemnity satisfactory to the Trust Administrator and the Agency shall
be given, the Trust Administrator, at the expense of the Certificate Owner, shall execute and
deliver a new Certificate of like tenor and maturity and numbered as the Trust Administrator
shall determine in lieu of and in substitution for the Certificate so lost, destroyed or stolen.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 '6' q
Page 50
The Trust Administrator may require payment of an appropriate fee for each new
Certificate delivered under this Section and of the expenses which may be incurred by the Trust
Administrator in carrying out the duties under this Section.
Any Certificate delivered under the provisions of this Section in lieu of any Certificate
alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits
of this Trust Agreement with all other Certificate secured by this Trust Agreement. The Trust
Administrator shall not be required to treat both the original Certificate and any substitute
Certificate as being Outstanding for the purpose of determining the principal amount of
Certificate which may be executed and delivered hereunder or for the purpose of determining
any percentage of Certificate Outstanding hereunder; the Trust Administrator shall consider only
the substitute Certificate as Outstanding for such purpose.
Notwithstanding any other provision of this Section, in lieu of delivering a new
Certificate which has been mutilated, lost, destroyed or stolen, and which has matured, the Trust
Administrator may make payment with respect to such Certificate upon receipt of indemnity
satisfactory to the Trust Administrator.
Section 2.09 Payment.
Except as otherwise provided herein, payment of interest due with respect to any
Certificate on any Interest Payment Date shall be made to the person appearing on the
Registration Books as the Owner thereof as of the Regular Record Date immediately preceding
such Interest Payment Date, such interest to be paid by check mailed on the Interest Payment
Date by first class mail to such Owner at his address as it appears on the Registration Books as of
such Regular Record Date.
The principal and prepayment price with respect to the Certificate or upon prior
prepayment shall be payable through the Pre - Authorized Debt ( "PAD ") system utilized by the
Rural Utilities Service of the United States Department of Agriculture in lawful money of the
United States of America upon surrender of the Certificate at the Principal Trust Office.
If the Government is the Owner of the single, fully- registered Certificate, surrender shall
not be required for payment, except for final payment.
Section 2.10 Execution of Documents and Proof of Ownership.
Any request, direction, consent, revocation of consent, or other instrument in writing
required or permitted by this Trust Agreement to be signed or executed by Certificate Owners
may be in any number of concurrent instruments of similar tenor, and may be signed or executed
by such Owners in person or by their attorneys or agents appointed by an instrument in writing
for that purpose, or by any bank, trust company or other depository for such Certificate. Proof of
the execution of any such instrument, or of any instrument appointing any such attorney or agent,
and of the holding and ownership of Certificate shall be sufficient for any purpose of this Trust
Agreement (except as otherwise herein provided), if made in the following manner:
(a) The fact and date of the execution by any Owner or such Owner's attorney
or agent of any such instrument and of any instrument appointing any such attorney or agent,
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 -7- q
Page 51
may be proved by a certificate, which need not be acknowledged or verified, of an officer of any
bank or trust company located within the United States of America, or of any notary public, or
other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions,
that the persons signing such instruments acknowledged before such notary or officer the
execution thereof. Where any such instrument is executed by an officer of a Agency or
association or a member of a partnership on behalf of such Agency, association or partnership,
such certificate shall also constitute sufficient proof of the authority of such officer or member.
(b) The fact of the holding of Certificate by any Owner and the amount, the
maturity and the numbers of such Certificate and the date of his holding the same may be proved
by reference to the Certificate Register maintained by the Trust Administrator provided for in
Section 2.11 hereof. The Trust Administrator may conclusively assume that such ownership
continues until transfer as provided in Section 2.07(a) hereof.
(c) Nothing contained in this Article II shall be construed as limiting the Trust
Administrator to such proof, it being intended that the Trust Administrator may accept any other
evidence of the matters herein stated which the Trust Administrator may deem sufficient. Any
request or consent of the Owner of any Certificate shall bind every future Owner of the same
Certificate in respect of anything done or suffered to be done by the Trust Administrator in
pursuance of such request or consent.
Section 2.11 Certificate Register.
The Trust Administrator will keep or cause to be kept, at the Principal Trust Office,
sufficient books for the registration and transfer of the Certificate which shall be open at all
reasonable times with reasonable prior notice during normal business hours of the Trust
Administrator to inspection by the City and the Agency; and, upon presentation for such purpose,
the Trust Administrator shall, under such reasonable regulations as it may prescribe, register or
transfer or cause to be registered or transferred, on said books, Certificate as hereinbefore
provided.
Section 2.12 CUSIP Numbers.
The Trust Administrator, the City and the Agency shall not be liable for any defect or
inaccuracy in any CUSIP number that appears on any Certificate or in any prepayment notice.
The Trust Administrator may, in its discretion, include in any prepayment notice a statement to
the effect that any CUSIP numbers on the Certificate have been assigned by an independent
service and are included in such notice solely for the convenience of the Owners and that neither
the Trust Administrator, the City nor the Agency shall be liable for any inaccuracies in such
numbers.
CUSIP numbers shall not be required if the Government is the Original Purchaser of a
single, fully registered Certificate.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 'g' q
Page 52
ARTICLE III.
ACQUISITION FUND
Section 3.01 Acquisition Fund.
The Trust Administrator shall establish the Acquisition Fund; shall keep such Fund
separate and apart from all other Funds and moneys held by the Trust Administrator; and shall
administer such Fund as provided herein. There shall be deposited in the Acquisition Fund all of
the proceeds of sale of the Certificate and any other Funds from time to time deposited with the
Trust Administrator for such purpose.
Section 3.02 Payment of Acquisition Costs.
(a) Amounts in the Acquisition Fund shall be disbursed for Acquisition Costs.
Disbursements from the Acquisition Fund shall be made by the Trust Administrator upon receipt
of a sequentially numbered requisition, a form of which is attached as Exhibit C. requesting
disbursement executed by a City Representative and by the Government as the Certificate
Owner. Each such requisition shall:
(i) set forth the amounts to be disbursed for payment or
reimbursement of previous payments of Acquisition Costs and the person or persons to whom
said amounts are to be disbursed;
(ii) state that the amounts to be disbursed constitute Acquisition Costs,
that said amounts are required to be disbursed pursuant to a contract entered into therefor by or
on behalf of the Agency or the City, or were necessarily and reasonably incurred, and that said
amounts are not being paid in advance of the time, if any, fixed for payment;
(iii) state that no amount set forth in the requisition was included in any
requisition requesting disbursement previously filed with the Trust Administrator pursuant to this
Section 3.02;
(iv) state that there has been compliance with Section 11.07 hereof
relating to the use of the Acquisition Fund;
(v) state that insofar as such requisition relates to payment for work,
materials, equipment or supplies, such work was actually performed, or such materials,
equipment or supplies were actually installed in furtherance of the acquisition of the Project or
delivered to the appropriate site for such purpose, or delivered for storage or fabrication at a
place approved by the City; and
(vi) if such requisition relates to payment to a contractor, state that no
liens have been imposed on the Project as a result of said acquisition except liens that have not
yet ripened or that would attach by operation of law.
(b) The Trust Administrator shall be responsible for the safekeeping and
investment (in accordance with Section 8.02 hereof) of the moneys held in the Acquisition Fund
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 '9' q
Page 53
and the pa thereof in accordance with this Section 3.02, but the Trust Administrator shall
not be responsible for such re
Section 3.03 Pa of Deliver Costs.
( a ) Amounts in the Ac Fund shall also be disbursed b the Trust
Administrator to pa the Deliver Costs.
( b ) The Trust Administrator shall disburse mone in the Ac Fund to
pa the Deliver Costs onl upon a receipt of a se numbered re with bills,
invoices or statements attached, si b a Cit Representative (and, if re b the
Government as the Certificate Owner settin forth the amounts to be disbursed for pa or
reimbursement of Deliver Costs and the name and address of the person or persons to whom
said amounts are to be disbursed, statin that the amounts to be disbursed are for Deliver Costs
properl char to the Ac Fund.
( c ) The Trust Administrator shall be responsible for the safekeepin and
investment (in accordance with Section 8.02 hereof) of the mone held in the Ac Fund
for the pa of Deliver Costs, and the pa thereof in accordance with this Section 3.03,
but the Trust Administrator shall not be responsible for such re
(d An mone not expended to pa Deliver Costs shall be used to pa the
costs of the Project.
Section 3.04 Transfers of Unexpended Proceeds.
The Trust Administrator is hereb directed that all unexpended mone remainin in the
Ac Fund and not identified in writin b a Cit Representative and b the Owner to be
re for pa of Ac Costs or other capital improvements (the "Unexpended
Proceeds" shall, on the date of completion of the Project or as soon thereafter as the Trust
Administrator is so notified, be transferred to the Lease Pa Fund and applied to the
prepa of the Certificate.
ARTICLE IV.
PREPAYMENT OF CERTIFICATE
Section 4.01 Prepa
(a) Gener ally. The Certificate is not be subject to prepa prior to
maturit except in the manner, at the times and in all respects in accordance with the provisions
of this Article IV.
( b ) Prepa From Net Proceeds of Insurance and Condemnation and from
Unexpended Proceeds. The Certificate is subject to prepa in whole on an date and in part
on an Interest Pa Date from the (i Net Proceeds of an insurance or condemnation award
and (ii Unexpended Proceeds, which are, in either case deposited in the Lease Pa Fund
and credited towards the prepa made b the Cit pursuant to Section 4.03 of the Lease-
146/024600-0009 A Item 8.
1083356.06 a09/09/10 —10— Pa 54
Purchase Agreement, at a prepayment price equal to the principal amount thereof, together with
accrued interest to the date fixed for prepayment, without premium.
(c) Optional Prepay In addition, the Certificate are subj ect to
prepayment in whole or in part on any date, at the principal amount with respect thereto, without
premium, and with accrued interest to the date fixed for prepayment from the proceeds of
optional prepayments made by the City pursuant to the Lease - Purchase Agreement.
Section 4.02 Selection of Certificate for Prepayment.
Whenever provision is made in this Trust Agreement for the prepayment of Certificate
and less than all of the Outstanding Certificate is called for prepayment, the Trust Administrator
shall apply the prepayment in inverse order of maturity of the principal installments set forth in
Exhibit B of the Lease - Purchase Agreement. The Trust Administrator shall promptly notify the
City and the Agency in writing of the Certificate so selected for prepayment.
Section 4.03 Notice of Prepayment.
(a) General Notice of any such prepayment shall be given by the Trust
Administrator on behalf and at the expense of the City by mailing a copy of a prepayment notice
by first class mail at least 30 days and not more than 60 days prior to the date fixed for
prepayment to such Owner of the Certificate to be redeemed at the address shown on the
Certificate Register maintained by the Trust Administrator; provided, however, that neither the
failure to receive such notice nor any defect in any notice shall affect the sufficiency of the
proceedings for the prepayment of the Certificate.
(b) Contents All notices of prepayment shall be dated and shall state: (i) the
prepayment date, (ii) the prepayment price, (iii) if less than all Outstanding Certificate are to be
prepaid, the identification (and, in the case of partial prepayment, the respective principal
amounts) of the Certificate to be prepaid, (iv) that on the prepayment date the prepayment price
will become due and payable with respect to each such Certificate or portion thereof called for
prepayment, and that interest with respect thereto shall cease to accrue from and after said date,
(v) the place where such Certificate are to be surrendered for payment of the prepayment price,
which place of payment shall be the Principal Corporate Trust Office.
(c) Deposit. Prior to the mailing of any prepayment notice other than a
prepayment notice relating to Certificate that are the subject of an advance refunding), the City
shall deposit, or cause to be deposited, with the Trust Administrator an amount of money
sufficient to pay the prepayment price of all the Certificate or portions of Certificate which are to
be prepaid on the applicable prepayment date. In the case of a prepayment notice relating to
Certificate that are the subject of an advance refunding, the City shall deposit, or cause to be
deposited, with the Trust Administrator on or prior to the applicable prepayment date, an amount
of money sufficient to pay the prepayment price of all the Certificate or portions of Certificate
which are to be prepaid on such prepayment date.
(d) Prepayment Notice of prepayment having been given as aforesaid, the
Certificate or portions of Certificate so to be redeemed shall, on the prepayment date, become
due and payable at the prepayment price therein specified, and from and after such date (unless
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09/09/10 -11- g q
Page 55
the City shall default in the payment of the prepayment price) interest with respect to such
Certificate or portions of Certificate shall cease to be payable. Upon surrender of such Certificate
for prepayment in accordance with said notice, such Certificate shall be paid by the Trust
Administrator at the prepayment price. Installments of interest due on or prior to the prepayment
date shall be payable as herein provided for payment of interest. Upon surrender for any partial
prepayment of any Certificate, there shall be executed and delivered for the Owner a new
Certificate of the same maturity in the amount of the un- prepaid principal. All Certificates which
have been prepaid shall be canceled by the Trust Administrator, shall not be reissued and shall be
destroyed pursuant to Section 14.07. If the Government is the Owner, prepayment shall be
endorsed on the single, fully registered Certificate registered to the Government.
(e) CUSIP. The Trust Administrator shall have no responsibility for a defect
in the CUSIP number that appears on any Certificate or in the prepayment notice. The
prepayment notice may provide that the CUSIP numbers have been assigned by an independent
service and are included in the notice solely for the convenience of Certificate Owners and that
the Trust Administrator and the City shall not be liable in any way for inaccuracies in said
numbers.
Section 4.04 Partial Prepayment of Certificate.
Upon surrender of any Certificate prepaid in part only, the Trust Administrator shall
execute and deliver to the Owner thereof, at the expense of the City, a new Certificate of
authorized denominations equal in aggregate principal amount to the un- prepaid portion of the
Certificate surrendered and of the same interest rate and the same maturity.
Section 4.05 Effect of Notice of Prepayment.
After notice has been given and the moneys for the prepayment, including interest to the
applicable Interest Payment Date and premium, if any, having been set aside in the Lease
Payment Fund, the Certificate to be redeemed shall become due and payable on the Interest
Payment Date, and, upon presentation and surrender thereof at the Principal Trust specified in
such notice, such Certificate shall be paid at the unpaid principal amount with respect thereto,
and any unpaid and accrued interest to the Interest Payment Date.
If, on the Interest Payment Date, moneys for the prepayment of all the Certificate to be
prepaid, together with interest to such Interest Payment Date, shall be held by the Trust
Administrator so as to be available therefor on such Interest Payment Date, and, if notice of
prepayment thereof shall have been given, then, from and after such Interest Payment Date,
interest with respect to the Certificate to be prepaid shall cease to accrue and become payable. If
such moneys shall not be so available on the Interest Payment Date, interest with respect to such
Certificate shall continue to be payable at the same rates as it would have been payable had the
Certificate not been called for prepayment. All moneys held by or on behalf of the Trust
Administrator for the prepayment of particular Certificate shall be held in trust for the account of
the Owners of the Certificate so to be prepaid. The Trust Administrator shall not be liable for any
interest earned on the amounts so held.
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09/09/10 -12- g q
Page 56
Section 4.06 Purchase of Certificate.
In lieu of prepayment of Certificate as provided in this Article IV, amounts held by the
Trust Administrator for such prepayment may also be used on any Interest Payment Date, upon
receipt by the Trust Administrator at least ninety (90) days prior to the next scheduled Interest
Payment Date of the written request of a City Representative, for the purchase of Certificate at
public or private sale as and when and at such prices (including brokerage, accrued interest and
other charges) as the City may in its discretion direct, but not to exceed the prepayment price
which would be payable if such Certificate were prepaid; provided, however, that no Certificate
shall be purchased in lieu of prepayment with a trade settlement date less than seventy -five (75)
days prior to the relevant prepayment date. The aggregate principal amount of Certificate of the
same maturity purchased in lieu of prepayment pursuant to this Section 4.06 shall not exceed the
aggregate principal amount of Certificate of such maturity which would otherwise be subject to
such prepayment. Remaining moneys, if any, shall be deposited in the Lease Payment Fund.
ARTICLE V.
LEASE PAYMENTS; LEASE PAYMENT FUND
Section 5.01 Assignment of Rights in Lease - Purchase Agreement.
(a) Assignment by the Agency The Agency, for good and valuable
consideration, does hereby irrevocably assign and transfer to the Trust Administrator, for the
benefit of the Owners of the Certificate, all of its rights and interest in the Lease - Purchase
Agreement (excepting only its rights under Sections 5.08, 6.03 and 7.04 thereof), including,
without limitation, its rights to receive and collect Lease Payments from City under the Lease -
Purchase Agreement, its rights to the pledge, the right to receive and collect any proceeds of any
insurance maintained thereunder, or of any condemnation award rendered with respect to the
Project and the right to exercise such rights and remedies as are conferred on the Agency by the
Lease - Purchase Agreement as may be necessary to enforce payment of the Lease Payments
when due or otherwise to protect its interests in the event of a default by the City.
(b) Acceptance by the Trust Administrator The Trust Administrator hereby
accepts such assignment in trust for the purpose of securing, equally and proportionately, such
payments and rights to the Owner of the Certificate delivered pursuant to this Trust Agreement,
all subject to the provisions of this Trust Agreement.
(c) Application of Lease Payments The Lease Payments shall be applied,
and the rights assigned by the Agency to the Trust Administrator shall be exercised, by the Trust
Administrator as provided in this Trust Agreement for the benefit of the Owner of the Certificate.
All Lease Payments, prepayments and such other amounts which the Agency may at any
time be entitled to shall be paid directly to the Trust Administrator and, if the Agency receives or
collects Lease Payments, such payments shall be deemed to be held or to have been collected or
received by the Agency as agent of the Trust Administrator.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 -13- q
Page 57
Section 5.02 Establishment of Lease Payment Fund.
The Trust Administrator shall establish the Lease Payment Fund. All moneys at any time
deposited by the Trust Administrator in the Lease Payment Fund shall be held by the Trust
Administrator in trust for the benefit of the Owners of the Certificate. So long as any Certificate
is Outstanding, neither the City nor the Agency shall have any beneficial right or interest in the
Lease Payment Fund or the moneys deposited therein, except only as provided in this Trust
Agreement, and such moneys shall be used and applied by the Trust Administrator as hereinafter
set forth.
Section 5.03 Deposits.
There shall be deposited in the Lease Payment Fund all Lease Payments and prepayments
received by the Trust Administrator, including any moneys received by the Trust Administrator
for deposit therein pursuant to Sections 4.06, 5.05, 6.01 hereof or Article IV of the Lease -
Purchase Agreement, and any other moneys required to be deposited therein pursuant to the
Lease - Purchase Agreement or pursuant to this Trust Agreement.
Section 5.04 Application of Moneys.
All amounts in the Lease Payment Fund shall be used and withdrawn by the Trust
Administrator solely for the purpose of paying principal and interest with respect to the
Certificate as the same shall become due and payable, in accordance with the provisions of
Article II hereof.
Section 5.05 Surplus.
Any surplus remaining in the Lease Payment Fund, after payment of all Certificate, and
accrued interest (if any) and payment of any applicable fees, costs and expenses to the Trust
Administrator, or provision for such prepayment or payment having been made to the
satisfaction of the Trust Administrator, shall be withdrawn by the Trust Administrator and
remitted to the City.
ARTICLE VI.
RESERVE FUND
Section 6.01 Establishment of Reserve Fund.
The Trust Administrator shall establish the Reserve Fund and shall keep such Fund
separate and apart from all other Funds and moneys held by the Trust Administrator. All moneys
at any time on deposit in the Reserve Fund shall be held by the Trust Administrator in trust for
the benefit of the Owners of the Certificate, and applied solely as provided herein.
Section 6.02 Deposits.
There shall be deposited the amounts specified in Section 3.11 of the Lease - Purchase
Agreement.
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09 /09 /10 -14- g q
Page 58
Section 6.03 Transfers.
The Trust Administrator shall, on or before each October 15 and April 15, transfer any
moneys in the Reserve Fund in excess of the Reserve Requirement as provided in Section 8.03
hereof.
Section 6.04 Application in Event of Deficiency in the Lease Payment Fund.
If, on any Interest Payment Date, the moneys available in the Lease Payment Fund do not
equal the amount of the principal, interest and prepayment premium (if any) with respect to the
Certificate then coming due and payable, the Trust Administrator shall apply the moneys
available in the Reserve Fund to make delinquent Lease Payments on behalf of the City and
transfer the amount necessary for this purpose to the Lease Payment Fund. Upon receipt of any
delinquent Lease Payment with respect to which moneys have been advanced from the Reserve
Fund such Lease Payment shall be deposited in the Reserve Fund to the extent of such advance.
Section 6.05 Transfer to Make All Lease Payments.
If on any Lease Payment Date, the moneys on hand in the Reserve Fund and the Lease
Payment Fund are sufficient to pay all Outstanding Certificates, including all principal and
interest the Trust Administrator shall, upon the written direction of a City Representative,
accompanied by all amounts then on hand in the Reserve Fund, deposit such Funds in the Lease
Payment Fund to be applied to the payment of the Lease Payments or prepayments on behalf of
the City, and such moneys shall be distributed to the Owners of Certificate in accordance with
Article II and Article IV of this Trust Agreement.
Section 6.06 Replenishment of Reserve Fund.
The City shall maintain or cause to be maintained in the Reserve Fund an amount equal
to the amounts required to be deposited therein pursuant to Section 3.11 of the Lease - Purchase
Agreement, and thereafter the amount of the Reserve Requirement. If, on any date of
computation, amounts on hand in the Reserve Fund are less than such required amounts because
of a transfer therefrom made in accordance with Section 6.03 hereof, the City shall pay to the
Trust Administrator, within one year from the date of such deficiency if caused by a drawing, an
amount necessary to bring the amounts on deposit in the Reserve Fund to the amount required to
be maintained therein; provided, however, that the period of time permitted herein for the
replenishment of the Reserve Fund by the City shall not affect any other provision of this Trust
Agreement.
ARTICLE VII.
INSURANCE AND CONDEMNATION FUND; INSURANCE; EMINENT DOMAIN
Section 7.01 Establishment of Insurance and Condemnation Fund; Application
of Net Proceeds of Insurance Award.
Any Net Proceeds of insurance against accident to or destruction of any structure
constituting any part of the Project collected by the City in the event of any such accident or
destruction shall be transferred by the City to the Trust Administrator pursuant to Section 5.07 of
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09 /09 /10 -15- g q
Page 59
the Lease - Purchase Agreement and the Trust Administrator shall deposit such moneys in a
special Fund designated as the "Insurance and Condemnation Fund" to be applied and disbursed
by the Trust Administrator as provided in Section 5.07(a) of the Lease - Purchase Agreement.
Section 7.02 Application of Net Proceeds of Eminent Domain Award.
If all or any part of the Project is taken by eminent domain (or sold to a government
threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be
transferred by the City to the Trust Administrator for deposit in the Insurance and Condemnation
Fund pursuant to Section 5.07(b) of the Lease - Purchase Agreement and shall be applied and
disbursed by the Trust Administrator as follows:
(a) If the City determines that such eminent domain proceedings have not
materially affected the operation of the Project, or the ability of the City to meet any of its
obligations under the Lease - Purchase Agreement, and if the City determines that such proceeds
are: (i) not needed for repair, replacement or rehabilitation of the Project, upon receipt of a
written certificate from the City the Trust Administrator shall transfer such proceeds to the Lease
Payment Fund to be credited towards the prepayments required to be paid pursuant to Section
4.03 of the Lease - Purchase Agreement and applied to the prepayment of Certificate in the
manner provided in Article IV hereof, or (ii) needed for repair or rehabilitation of the Project,
upon receipt of a written certificate from the City the Trust Administrator shall pay to the City,
or to its order, from said proceeds such amounts as the City may expend for such repair or
rehabilitation, upon the filing with the requisitions of the City Representative, substantially in the
form described in Section 3.02 in connection with the payment of Acquisition Costs.
(b) If (i) less than all of the Project is taken in such eminent domain
proceedings, and if the City determines that such eminent domain proceedings have materially
affected the operation of the Project or the ability of the City to meet any of its obligations under
the Lease - Purchase Agreement or (ii) all of the Project shall have been taken in such eminent
domain proceedings, then upon receipt of written instruction from the City the Trust
Administrator shall transfer such proceeds to the Lease Payment Fund to be credited toward the
prepayment required to be paid pursuant to Section 4.03 of the Lease - Purchase Agreement and
applied to the prepayment of Certificate in the manner provided in Article IV hereof.
Section 7.03 Excess Net Proceeds.
After all of the Certificates have been retired and the entire amount of principal and
interest with respect to the Certificates and any remaining fees and expenses of the Trust
Administrator have been paid in full, the Trust Administrator shall transfer any remaining Funds
to the City.
Section 7.04 Cooperation.
The Agency shall cooperate with the City at the expense of the City in filing any proof of
loss with respect to any insurance policy maintained pursuant to Article V of the Lease - Purchase
Agreement and in the prosecution or defense of any prospective or pending condemnation
proceeding with respect to the Project or any part thereof.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 -16- g 'q •
Page 60
ARTICLE VIII.
MONEYS IN FUNDS; INVESTMENT
Section 8.01 Held in Trust.
The moneys and investments held by the Trust Administrator under this Trust
Agreement, except for those held in the Acquisition Fund and the Delivery Cost Fund, are
irrevocably held in trust for the benefit of the Owner(s) of the Certificate, and for the purposes
herein specified, and such moneys, and any income or interest earned thereon, shall be expended
only as provided in this Trust Agreement, and shall not be subject to levy or attachment or lien
by or for the benefit of any creditor of either the Agency, the Trust Administrator or the City or
any Owner of Certificate, or any of them until after the Certificate has been paid in full.
Section 8.02 Investments Authorized.
Moneys held by the Trust Administrator hereunder shall, upon written order of a City
Representative, be invested and reinvested by the Trust Administrator, to the maximum extent
practicable, in Permitted Investments.
If a City Representative fails to so direct investments, the Trust Administrator shall invest
the affected moneys in Permitted Investments described in paragraph (g) of the definition
thereof.
A City Representative may, by written order filed with the Trust Administrator, direct
investment of moneys held by the Trust Administrator in specific Permitted Investments.
Investments purchased with moneys on deposit in the Reserve Fund shall have a term not
greater than five years. Investments, if registrable, shall be registered in the name of and held by
the Trust Administrator or its nominee. The Trust Administrator may purchase or sell to itself or
any affiliate, as principal or agent, investments authorized by this Section 8.02. Such investments
and reinvestments shall be made giving full consideration to the time at which Funds are
required to be available. The Trust Administrator may act as principal or agent in the making or
disposing of any investment.
The Trust Administrator shall not be responsible or liable for any loss suffered in
connection with any investment of Funds made by it in accordance with this Article VIII. The
Trust Administrator shall be entitled to rely conclusively upon the written instructions of a City
Representative directing investments as to the fact that each investment is permitted by the laws
of the State and constitutes a Permitted Investment hereunder, and the Trust Administrator shall
not be required to make further investigation with respect thereto. To the extent that any of the
requirements concerning any Permitted Investment embodies a legal conclusion, the Trust
Administrator shall be entitled to conclusively rely upon a certificate from the appropriate party
or an opinion of counsel to such party that such requirement has been met.
Section 8.03 Allocation of Earnings.
(a) All interest or income received by the Trust Administrator on investment
of the Acquisition Fund shall, as received, be retained in the Acquisition Fund.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 - 17 - g 'q'
Page 61
(b) All interest or income received by the Trust Administrator on investment
of the Lease Payment Fund shall, as received, be retained in the Lease Payment Fund. Amounts
retained in the Lease Payment Fund pursuant to this Section shall be applied as a credit against
the Installment Payment due by the City pursuant to the Lease - Purchase Agreement on the Lease
Payment Date following the date of deposit.
(c) All interest or income received by the Trust Administrator on investment
of the Reserve Fund shall be retained in the Reserve Fund in the event that amounts on deposit in
the Reserve Fund are less than the Reserve Requirement. Pursuant to Section 6.03 hereof, if
amounts then on deposit in the Reserve Fund equal or exceed the Reserve Requirement, such
excess shall, as received, be transferred, prior to the date of completion of the Project, to the
Acquisition Fund, and after the date of completion of the Project, shall be transferred to the
Lease Payment Fund and shall be applied as a credit against the Installment Payment due by the
City pursuant to the Lease - Purchase Agreement on the Lease Payment Date following the date of
deposit. Transfers to the Lease Payment Fund from the Reserve Fund shall be made by the Trust
Administrator on or prior to each Lease Payment Date.
Section 8.04 Accounting.
The Trust Administrator shall furnish to the City a semi - annual accounting of all
investments, transactions and disbursements made by the Trust Administrator. The Trust
Administrator may commingle, at its sole discretion, any of the Funds held by it pursuant to this
Trust Agreement into a separate Fund or Funds for investment purposes only; provided,
however, that all Funds or accounts held by the Trust Administrator hereunder shall be
accounted for separately notwithstanding such commingling by the Trust Administrator.
Section 8.05 Acquisition, Disposition and Valuation of Investments.
(a) Except as otherwise provided in subsection (b) of this Section 8.05, the
City covenants that all investments of amounts deposited in any Fund or account created by or
pursuant to this Trust Agreement, or otherwise containing gross proceeds of the Certificate
(within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued
(as of the date that valuation is required by this Trust Agreement or the Tax Code) at Fair Market
Value.
(b) Investments in Funds or accounts (or portions thereof) that are subject to a
yield restriction under applicable provisions of the Tax Code and (unless valuation is undertaken
at least annually) investments in the Reserve Fund shall be valued at their present value (within
the meaning of section 148 of the Tax Code) .
ARTICLE IX.
THE TRUST ADMINISTRATOR
Section 9.01 Appointment of Trust Administrator.
The Trust Administrator is hereby appointed by the Agency and the City for the purpose
of receiving all moneys required to be deposited with the Trust Administrator hereunder and to
allocate, use and apply the same as provided in this Trust Agreement.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 -18- g 'a'
Page 62
(a) General. The Trust Administrator is hereb authorized to pa or redeem
the Certificate when dul presented for pa at maturit or on prepa and to endorse
such prepa on the Certificate upon prepa thereof. The Trust Administrator shall keep
accurate records of all Funds administered b it and of all such prepa The Trust
Administrator shall be compensated for its services rendered pursuant to the provisions of this
Trust A and shall be reimbursed for costs and expenses, includin attorne fees,
incurred in connection therewith, subject to the provisions of an written a between the
Trust Administrator and the Cit
(b Successor. So lon as no Event of Default occurs and is continuin the
Cit ma with the written consent of the Owner, remove the Trust Administrator initiall
appointed, and an successor thereto, on 30 da written notice and ma appoint a successor or
successors thereto provided that an such successor shall be a bank or trust compan which
shall be a A or and doin business under the laws of an state, the Cit or the
United States of America, authorized under such laws to exercise corporate trust powers, which
shall have (or, in the case of a A included in a bank holdin compan s the related
bank holdin compan shall have a combined capital and surplus of at least $50,000,000, and be
subject to supervision or examination b federal or state authorit so lon as an Certificate is
Outstandin If such A publishes a report of condition at least annuall pursuant to law or
to the re of an supervisin or examinin authorit above referred to, then for the
purpose of this Section 9.01 the combined capital and surplus of such A shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so
published.
An removal of the Trust Administrator shall not be effective until written acceptance of
appointment b the successor Trust Administrator.
(c Resignation. The Trust Administrator ma at an time resi b g ivin g
written notice to A and the Cit and b providin notice b first class mail, posta
prepaid, to the Owner at its address as shown on the Certificate re books maintained b
the Trust Administrator. Said mailin shall be made prior to the proposed effective date of
resi Upon receivin such notice of resi the Cit with the written consent of the
Owner, shall promptl appoint a successor Trust Administrator b an instrument in writin
provided, however, that in the event that the Cit does not appoint a successor Trust
Administrator within 30 da followin receipt of such notice of resi A ma
appoint a successor Trust Administrator and in the event that A does not appoint such
successor Trust Administrator, the resi Trust Administrator, at the expense of the Cit ma
petition an appropriate court havin jurisdiction to appoint a successor Trust Administrator.
An resi or removal of the Trust Administrator and appointment of a successor Trust
Administrator shall become effective upon acceptance of appointment b the successor Trust
Administrator and receipt b the Trust Administrator of an fees and expenses due and pa
to it.
Section 9.02 Liabilit of Trust Administrator.
The recitals of facts, covenants and a herein and in the Certificate contained
shall be taken as statements, covenants and a of A and the Cit and the Trust
146/024600-0009 A Item 8.
1083356.06 a09/09/10 -19- Pa 63
Administrator neither assumes any responsibility for the correctness of the same, nor makes any
representations as to the validity or sufficiency of this Trust Agreement or of the Certificate nor
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Certificate assigned to or imposed upon the Trust Administrator. By
the execution of this Trust Agreement, neither the City nor the Trust Administrator waive any
statutory immunities otherwise afforded by law.
Section 9.03 Merger or Consolidation.
Any company into which the Trust Administrator may be merged or converted or with
which any of them may be consolidated or any company resulting from any merger, conversion
or consolidation to which any of them shall be a party or any company to which the Trust
Administrator may sell or transfer all or substantially all of its corporate trust business, provided
that such company shall be eligible under Section 9.01, shall be the successor to the Trust
Administrator without the execution or filing of any paper or further act, anything herein to the
contrary notwithstanding.
Section 9.04 Protection and Rights of the Trust Administrator.
(a) Good Faith The Trust Administrator shall be protected and shall incur no
liability in acting or proceeding in good faith upon any resolution, notice, telegram, request,
consent, waiver, certificates, statement, affidavit, voucher, bond, requisition or other paper or
document which it shall in good faith believe to be genuine and to have been passed or signed by
the proper board or person or to have been prepared and furnished pursuant to any of the
provisions of this Trust Agreement, and the Trust Administrator shall be under no duty to make
any investigation or inquiry as to any statements contained or matters referred to in any such
instrument, but may accept and rely upon the same as conclusive evidence of the truth and
accuracy of such statements.
(b) Ownership Claims. The Trust Administrator shall not be bound to
recognize any person as an Owner of any Certificate or to take any action at such Owner's
request unless such Certificate shall be deposited with the Trust Administrator or satisfactory
evidence of the ownership of such Certificate shall be furnished to the Trust Administrator.
(c) Consultation. The Trust Administrator may consult with counsel, who
may be counsel to the City, with regard to legal questions and the opinion of such counsel shall
be full and complete authorization and protection in respect of any action taken or suffered by it
hereunder in good faith in accordance therewith. Similarly, the Trust Administrator may consult
with a firm of certified public accountants in connection with his financial duties hereunder.
(d) Proof. Whenever in the administration of its duties under this Trust
Agreement, the Trust Administrator shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) shall be deemed to be conclusively
proved and established by the Written Certificate of the City Representative or Agency
Representative and such Written Certificate shall be full warranty to the Trust Administrator for
any action taken or suffered under the provisions of this Trust Agreement upon the faith thereof,
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 -20- g 'q'
Page 64
but in its discretion the Trust Administrator ma in lieu thereof, accept other evidence of such
matter or ma re such additional evidence as to it ma seem reasonable.
(e Owner. The Trust Administrator ma become the Owner of the Certificate
with the same ri it would have if it were not Trust Administrator ma ac and dispose of
other bonds or evidence of indebtedness of the Cit with the same ri it would have if it were
not the Trust Administrator and ma act as a depositor for and permit an of its officers or
directors to act as a member of, or in an other capacit with respect to, an committee formed to
protect the ri of Owner of Certificate, whether or not such committee shall represent the
Owners of the majorit in principal amount of the Certificate then Outstandin
(f) Powers and Li ability. The Trust Administrator ma execute an of the
powers hereof and perform the duties re of it hereunder b or throu attorne a or
receivers, and shall be entitled to advice of counsel concernin all matters of its dut hereunder,
and the Trust Administrator shall not be liable for the default or misconduct of an such attorne
a or receiver selected b it with reasonable care. The Trust Administrator shall not be liable
for the exercise of an discretion or power under this Trust A or for an whatever
in connection with the Funds and accounts established hereunder, except onl for its own willful
misconduct or ne
( Limits of Liabili The Trust Administrator undertakes to perform such
duties, and onl such duties as are specificall set forth in this Trust A and no implied
duties or obli shall be read into this Trust A a the Trust Administrator. No
provision in this Trust A shall re the Trust Administrator to risk or expend its own
Funds or otherwise incur an financial liabilit in the performance of an of its duties hereunder
if it shall have reasonable g rounds for believin that repa of such Funds or ade
indemnit a such risk or liabilit is not assured to it. In acceptin the duties hereb
enumerated, the Trust Administrator acts solel as Trust Administrator for the Owners and not in
its individual capacit and all persons, includin without limitation the Owners and the Cit or
A havin an claim a the Trust Administrator arisin from the Trust A shall
look onl to the Funds and accounts held b the Trust Administrator hereunder for pa
except as otherwise provided herein. Under no circumstances shall the Trust Administrator be
liable in its individual capacit for the obli evidenced b the Certificate. The Trust
Administrator shall not be liable in its individual capacit with respect to an action taken or
omitted to be taken b the Trust Administrator in g ood faith in accordance with the written
re of the Owners of the Certificate. B the execution of this Trust A neither the
Cit nor the Trust Administrator waive an statutor immunities otherwise afforded b law.
( h ) No Representations. The Trust Administrator makes no representation or
warrant express or implied as to the title, value, desi compliance with specifications or le
re q ualit y , durabilit operation, condition, merchantabilit or fitness for an
particular purpose or fitness for the use contemplated b the Cit of the Project. In no event shall
the Trust Administrator be liable for incidental, indirect, special or conse dama in
connection with or arisin from the Lease-Purchase A or Trust A for the
existence, furnishin or use of the Project.
146/024600-0009 A Item 8.
1083356.06 a09/09/10 -21- Pa 65
(i) Enforcement; Knowledge. The Trust Administrator shall not be
responsible for the sufficiency or enforceability of the Lease - Purchase Agreement or the
assignment by the Agency under Section 5.01 of this Trust Agreement of its rights to receive
Lease Payments. The Trust Administrator shall not be deemed to have knowledge of any Event
of Default hereunder or under the Lease - Purchase Agreement except failure by the City to make
Lease Payments unless the Trust Administrator is specifically notified in writing of such Event
of Default.
0) Released and Unclaimed Funds The Trust Administrator shall not be
accountable for the use or application by the City or any other party of any Funds which the
Trust Administrator has released under this Trust Agreement. Subject to applicable escheat laws,
any amounts unclaimed 2 years after the final prepayment or maturity date of the Certificate,
whichever occurs first, shall be paid by the Trust Administrator to the City, and thereafter, the
Owner of any Certificate remaining unpaid shall look to the City for the payment of such
Certificate.
Section 9.05 Appointment of Trustee.
In the event that an Event of Default shall occur or if it shall otherwise be necessary for
the Trust Administrator to enforce payment of the Lease Payments, prepayments or any other
amount required to be deposited into the Lease Payment Fund or the Insurance and
Condemnation Fund, or to exercise any of the remedies set forth in Article XIII hereof, or if it is
determined that the Trust Administrator is unable to perform any of the other duties hereunder,
the City, with the written consent of the Government as the Owner, shall appoint a Trustee to
succeed to the duties and responsibilities of the Trust Administrator hereunder, such appointment
to be effective immediately upon written notice thereof to the Trust Administrator. Any Trustee
appointed in such circumstances shall meet the requirements of the third paragraph of Section
9.01 hereof. Upon such appointment, the term "Trust Administrator" in this Lease - Purchase
Agreement shall also refer to such Trustee.
ARTICLE X.
MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 10.01 Amendments Permitted.
(a) With Consent. This Trust Agreement and the rights and obligations of the
Owners of the Certificate and the Lease - Purchase Agreement and the rights and obligations of
the parties thereto, may be modified or amended at any time by a supplemental agreement which
shall become effective when the written consent of the Owners of at least 60% in aggregate
principal amount of the Certificate then Outstanding, exclusive of Certificate disqualified as
provided in Section 10.03, shall have been filed with the Trust Administrator. No such
modification or amendment may
(1) extend or have the effect of extending the fixed maturity of any
Certificate or reducing the interest rate with respect thereto or extending the time of payment of
interest, or reducing the amount of principal thereof or reducing any premium payable upon the
prepayment thereof, without the express consent of the Owner of such Certificate, or
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 - 22 - g 'q'
Page 66
(2) reduce or have the effect of reducing the percentage of Certificate
required for the affirmative vote or written consent to an amendment or modification of the
Lease - Purchase Agreement, or
(3) modify any of the rights or obligations of the Trust Administrator
without its written assent thereto.
Any such supplemental agreement shall become effective as provided in Section 10.02.
(b) Without Consent This Trust Agreement and the rights and obligations of
the Owner of the Certificate and the Lease - Purchase Agreement and the rights and obligations of
the parties thereto, may be modified or amended at any time by a supplemental agreement,
without the consent of any such Owner, but only to the extent permitted by law and only
(1) to cure, correct or supplement any ambiguous or defective
provision contained herein or therein, or
(2) in regard to questions arising hereunder or thereunder, as the
parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of
nationally recognized bond counsel, materially adversely affect the interest of the Owner of the
Certificate, or
(3) if and to the extent specified in an opinion of nationally recognized
bond counsel filed with the City, the Agency and the Trust Administrator, to make such
additions, deletions or modifications as may be necessary to assure compliance with section
1480 of the Tax Code or otherwise as may be necessary to assure exclusion from gross income
for purposes of federal income taxation of the interest component of Lease Payments.
Any such supplemental agreement shall become effective upon its execution and delivery by the
parties hereto or thereto as the case may be.
(c) Counsel. The Trust Administrator may obtain an opinion of Independent
Counsel that any amendment entered into hereunder complies with the provisions of this Article
X and the Trust Administrator may rely conclusively on such opinion.
Section 10.02 Procedure for Amendment with Written Consent of Certificate
Owner.
(a) General. This Trust Agreement or the Lease - Purchase Agreement may be
amended by supplemental agreement as provided in this Section 10.02 in the event the consent of
the Owner of the Certificate is required pursuant to Section 10.01. A copy of such supplemental
agreement, together with a request to the Certificate Owner for its consent thereto, shall be
mailed by the Trust Administrator to the Owner of the Certificate at its address as set forth in the
Certificate Register, but failure to mail copies of such supplemental agreement and request shall
not affect the validity of the supplemental agreement when assented to as provided in this
Section 10.02.
146/024600 -0009 Agenda Item 8
1083356.06 a09/09/10 - 23 - ' a'
Page 67
(b) Effective. Such supplemental agreement shall not become effective unless
there shall be filed with the Trust Administrator the written consent of the Owner of the
Certificate (exclusive of Certificate disqualified as provided in Section 10.03) and a notice shall
have been mailed as hereinafter provided in this Section 10.02. The consent shall be effective
only if accompanied by proof of ownership of the Certificate for which such consent is given,
which proof shall be such as is permitted by Section 2.11. Any such consent shall be binding
upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or
not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the
Owner giving such consent or a subsequent Owner by filing such revocation with the Trust
Administrator within 5 Business Days of the date when the notice of consent hereinafter in this
Section 10.02 provided for has been mailed. Any revocation received by the Trust Administrator
later than 5 Business Days after such notice has been mailed shall be of no force and effect.
(c) Notice. After the Owner of the Certificate shall have filed its consent to
such supplemental agreement, the Trust Administrator shall mail a notice to the Owner of the
Certificate in the manner hereinbefore provided in this Section 10.02 for the mailing of such
supplemental agreement at the notice of adoption thereof, stating in substance that such
supplemental agreement has been consented to by the Owner of the Certificate and will be
effective as provided in this Section 10.02 (but failure to mail copies of said notice shall not
affect the validity of such supplemental agreement or consents thereto). A record, consisting of
the papers required by this Section 10.02 to be filed with the Trust Administrator, shall be
conclusive proof of the matters therein stated until the contrary is proved. Such supplemental
agreement shall be deemed conclusively binding upon the parties hereto and the Owner of the
Certificate at the expiration of 60 days after such filing, except in the event of a final decree of a
court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such 60 -day period.
Section 10.03 Disqualified Certificate.
Certificate owned or held by or for the account of the City or by any person directly or
indirectly controlled or controlled by, or under direct or indirect common control with the City
(except any Certificate held in any pension or retirement Fund) shall not be deemed Outstanding
for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding
Certificate provided for in this Trust Agreement, and shall not be entitled to vote upon, consent
to, or take any other action provided for in this Trust Agreement.
Section 10.04 Effect of Supplemental Agreement.
From and after the time any supplemental agreement becomes effective pursuant to this
Article X. this Trust Agreement or the Lease - Purchase Agreement, as the case may be, 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 Certificate Outstanding 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 agreement
shall be deemed to be part of the terms and conditions of this Trust Agreement or the Lease -
Purchase Agreement, as the case may be, for any and all purposes.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 -24- g 'a'
Page 68
The City may adopt appropriate regulations to require each Certificate Owner, before
such Owner's consent provided for in this Article X shall be deemed effective, to reveal the
Certificate as to which such consent is given are disqualified as provided in Section 10.03.
Section 10.05 Endorsement or Replacement of Certificate Delivered After
Amendments.
The City may determine that Certificate delivered after the effective date of any action
taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form
approved by the Trust Administrator, as to such action. In that case, upon demand of the Owner
of any Certificate Outstanding at such effective date and presentation of his Certificate for the
purpose at the Principal Corporate Trust Office, a suitable notation shall be made on such
Certificate. The City may determine that new Certificate, so modified as in the opinion of the
City is necessary to conform to such Certificate Owners' action, shall be prepared, executed and
delivered. In that case, upon demand of the Owner of any Certificate then Outstanding, such new
Certificate shall be exchanged in the Principal Corporate Trust Office, without cost to such
Owner, for a Certificate of the same character then Outstanding, upon surrender of such
Certificate.
Section 10.06 Amendatory Endorsement of Certificate.
The provisions of this Article X shall not prevent the Certificate Owner from accepting
any amendment as to the Certificate held by the Owner, provided that due notification thereof is
made on such Certificate.
ARTICLE XI.
COVENANTS
Section 11.01 Compliance With and Enforcement of Lease - Purchase Agreement.
The City and the Agency covenant and agree with the Owner of the Certificate to
perform all obligations and duties imposed on them under the Lease - Purchase Agreement and
this Trust Agreement. The City or the Agency, immediately upon receiving or giving any notice
or communication or other document in any way relating to or affecting their respective interests
in the Project which may or can in any manner affect such interest, will deliver the same, or a
copy thereof, to the Trust Administrator. The City will not do or permit anything to be done, or
omit or refrain from doing anything, in any case where any such act done or permitted to be
done, or any such omission of or refraining from action, would or might be a ground for
cancellation or termination of the Lease - Purchase Agreement by the Agency thereunder.
Section 11.02 Payment of Taxes.
The City will, subject to any right of challenge thereof, pay or cause to be paid all taxes,
assessments and other governmental charges, if any, that may be levied, assessed or charged
upon the Project or any part thereof, promptly as and when the same shall become due and
payable; and the City will keep the Trust Administrator advised in writing of such payments. The
City will not suffer the Project, or any part thereof, to be sold for any taxes, assessments or other
charges whatsoever, or to be forfeited therefor.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 - 25 - g 'q'
Page 69
Section 11.03 Observance of Laws and Regulations.
The City will well and truly keep, observe and perform all valid and lawful obligations or
regulations now or hereafter imposed on it with respect to the Project by contract, or prescribed
by any law of the United States, or of the State, or by any officer, board or commission having
jurisdiction or control, as a condition of the continued enjoyment of any and every right,
privilege or franchise now owned or hereafter acquired by the City with respect to the Project to
the end that such rights, privileges and franchises shall be maintained and preserved, and shall
not become abandoned, forfeited or in any manner impaired.
Section 11.04 Prosecution and Defense of Suits.
The City shall promptly, upon request of the Trust Administrator or the Certificate
Owner, take such action as may be necessary or proper to remedy or cure any defect in or cloud
upon the title to the Project, whether now existing or hereafter developing and shall, to the extent
permitted by law, prosecute all such suits, actions and other proceedings as may be appropriate
for such purpose and shall indemnify and save the Trust Administrator and the Certificate Owner
harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of
them may incur by reason of any such defect, cloud, suit, action or proceeding.
Section 11.05 Further Assurances.
The Agency, the City and the Trust Administrator (at the cost and request of the City or
the Agency ) 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
performance of this Trust Agreement, and for the better assuring and confirming unto the Owner
of the Certificate the rights and benefits provided herein.
Section 11.06 Filing,
The City shall be responsible for the filing of any supplemental instruments or documents
of further assurance as may be required by law in order to perfect or renew the security interests
created by this Trust Agreement. Neither the Trust Administrator nor the Agency shall be
responsible for such filing.
Section 11.07 Private Activity Bond Limitation.
The City shall assure that proceeds of the Certificate are not so used as to cause the
Certificate or the Lease - Purchase Agreement to satisfy the private business tests of section
141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code.
Section 11.08 Federal Guarantee Prohibition.
The City shall not take any action or permit or suffer any action to be taken if the result
of the same would be to cause any of the Certificate or the Lease - Purchase Agreement to be
"federally guaranteed" within the meaning of section 149(b) of the Tax Code.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 - 26 - q
Page 70
Section 11.09 Exemption From Rebate Requirement.
The City is a governmental unit with the power to impose taxes of general applicability
which, when collected, may be used for general purposes of the City; the Certificate is not a
"private activity bond" within the meaning of section 141 of the Tax Code and 95% of the net
sale proceeds of the Certificate are to be used for local governmental activities of the City. The
aggregate face amount issued by the City, including all subordinate entities of the City and all
entities which may issue tax exempt obligations on behalf of the City, during the calendar year
2010 is not reasonably expected to exceed $5,000,000, excluding, however, that portion of
current refunding obligations having a principal amount not in excess of the principal amount of
the refunded obligation. By reason of the statements set forth in this subparagraph, the City will
not rebate excess investment earnings, if any, to the federal government.
Section 11.10 No Arbitrage.
The City shall not take, or permit or suffer to be taken by the Trust Administrator or
otherwise, any action with respect to the proceeds of the Certificate which, if such action had
been reasonably expected to have been taken, or had been deliberately and intentionally taken,
on the Closing Date would have caused the Certificate or the Lease - Purchase Agreement to be
"arbitrage bonds" within the meaning of section 148 of the Tax Code.
Section 11.11 Maintenance of Tax - Exemption.
The City shall take all actions necessary to assure the exclusion of interest with respect to
the Certificate from the gross income of the Owners of the Certificate to the same extent as such
interest is permitted to be excluded from gross income under the Tax Code as in effect on the
Closing Date.
Section 11.12 Small Issuer Exemption from Bank Nondeductibility Restriction.
The City hereby designates the Lease - Purchase Agreement for purposes of paragraph (3)
of section 265(b) of the Tax Code and represents that not more than $10,000,000 aggregate
principal amount of obligations the interest on which is excludable (under section 103(a) of the
Tax Code) from gross income for federal income tax purposes (excluding (i) "private activity
bonds," as defined in section 141 of the Tax Code, except qualified 501(c)(3) bonds as defined in
section 145 of the Tax Code and (ii) current refunding obligations to the extent the amount of the
refunding obligation does not exceed the outstanding amount of the refunded obligation),
including the Lease - Purchase Agreement, has been or will be issued by the City, including all
subordinate entities of the City, during the calendar year 2010.
ARTICLE XII.
LIMITATION OF LIABILITY
Section 12.01 Limited Liability of the City.
Except for the payment of Lease Payments and prepayments when due in accordance
with the Lease - Purchase Agreement and the performance of the other covenants and agreements
of the City contained in said Agreement, the City shall have no pecuniary obligation or liability
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09 /09 /10 -27- g q
Page 71
to any of the other parties or to the Owners of the Certificate with respect to this Trust
Agreement or the terms, execution, delivery or transfer of the Certificate, or the distribution of
Lease Payments to the Owners by the Trust Administrator except as expressly set forth herein.
Section 12.02 No Liability of the Agency for Trust Administrator Performance.
Neither the City nor the Agency shall have any obligation or liability to the other party or
to the Owners of the Certificate with respect to the performance by the Trust Administrator of
any duty imposed upon the Trust Administrator under this Trust Agreement.
Section 12.03 Indemnification of Trust Administrator.
The City shall to the extent permitted by law defend, indemnify and save the Trust
Administrator, its officers, employees, directors and agents harmless to the fullest extent
provided by law from and against all claims, losses, costs, expenses, liability and damages,
including legal fees and expenses, arising out of:
(a) the use, maintenance, condition or management of, or from any work or
thing done on, the Project by the Agency or the City;
(b) any breach or default on the part of the Agency or the City in the
performance of any of their respective obligations under the Lease - Purchase Agreement, this
Trust Agreement and any other agreement made and entered into for purposes of the Project;
(c) any act of the Agency or the City or of any of their respective agents,
contractors, servants, employees or licensees with respect to the Project;
(d) any act of any assignee of, or purchaser from the Agency or the City or of
any of its or their respective agents, contractors, servants, employees or licensees with respect to
the Project;
(e) the acquisition, installation and equipping of the Project or the
authorization of payment of Acquisition Costs or Delivery Costs;
(f) the actions of any other party, including but not limited to the ownership,
operation or use of the Project by the Agency or the City;
(g) the Trust Administrator's exercise and performance of its powers and
duties hereunder; or
(h) the offering and sale of the Certificate.
No indemnification will be made under this Section 12.03 or elsewhere in this Trust Agreement
for proven willful misconduct or negligence under this Trust Agreement by the Trust
Administrator, its officers or employees. The City's obligations hereunder shall remain valid and
binding notwithstanding maturity and payment of the Certificate or resignation or removal of the
Trust Administrator.
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09 /09 /10 -28- g q
Page 72
Section 12.04 Limitation of Rights to Parties and Certificate Owners.
Nothing in this Trust Agreement or in the Certificate expressed or implied is intended or
shall be construed to give any person other than the City, the Agency, the Trust Administrator
and the Owner of the Certificate, any legal or equitable right, remedy or claim under or in respect
of this Trust Agreement or any covenant, condition or provision hereof; and all such covenants,
conditions and provisions are and shall be for the sole and exclusive benefit of the City, the
Agency, the Trust Administrator and said Owner.
ARTICLE XIII.
EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01 Assignment of Rights.
Under Section 5.01 of this Trust Agreement, the Agency transfers, assigns and sets over
to the Trust Administrator all of the Agency's rights under the Lease - Purchase Agreement
(excepting only the Agency's rights under Sections 5.06, 7.03 and 9.04 thereof), including
without limitation the Agency's rights to exercise such rights and remedies conferred on the
Agency pursuant to the Lease - Purchase Agreement as may be necessary or convenient (i) to
enforce payment of the Lease Payments, prepayments and any other amounts required to be
deposited in the Lease Payment Fund or the Insurance and Condemnation Fund, and (ii)
otherwise to exercise the Agency's rights and take any action to protect the interests of the Trust
Administrator or the Certificate Owner in an Event of Default.
Section 13.02 Remedies.
If an Event of Default occurs, then and in each and every such case during the
continuance of such Event of Default, the Trust Administrator may exercise any and all remedies
available hereunder pursuant to law or granted pursuant to the Lease - Purchase Agreement.
Remedies shall be cumulative with respect to the Trust Administrator and the Owner. If
any remedial action is discontinued or abandoned, the Trust Administrator and the Owner shall
be restored to their former positions.
Section 13.03 Application of Funds.
All moneys received by the Trust Administrator pursuant to any right given or action
taken under the provisions of this Article XIII or of Article VII of the Lease - Purchase
Agreement, shall be applied by the Trust Administrator in the order following upon presentation
of the several Certificate and the stamping thereon of the payment if only partially paid or upon
the surrender thereof if fully paid:
(a) First, to the payment of the costs and expenses of the Trust Administrator
hereunder (including, but not limited to, the costs and expenses of itself and its counsel) and,
after such payment to the Trust Administrator, of the Certificate Owner in declaring such Event
of Default, including reasonable compensation to its or their agents, attorneys and counsel,
together with interest on all such amounts advanced as provided in the Lease - Purchase
Agreement;
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09 /09 /10 -29- g q
Page 73
(b) Second, to the payment of the whole amount then owing and unpaid with
respect to the Certificate for principal and interest, with interest on the overdue principal and
payments of interest at the rate or rates specified in the Certificate (but such interest on overdue
payments of interest shall be paid only to the extent Funds are available therefor following
payment of principal and interest and interest on overdue principal, as aforesaid), and in case
such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with
respect to the Certificate, then to the payment of such principal and interest without preference or
priority of principal over interest, or of interest over principal, or of any installment of interest
over any other installment of interest, ratably to the aggregate of such principal and interest.
Section 13.04 Institution of Legal Proceedings.
If one or more Events of Default shall happen and be continuing, the Trust Administrator
in its discretion may, and upon the written request of the Owner of the Certificate, and upon
being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the
rights of the Owner of the Certificate by a suit in equity or action at law, for the specific
performance of any covenant or agreement contained herein, or in aid of the execution of any
power herein granted, or by mandamus or other appropriate proceeding for the enforcement of
any other legal or equitable remedy as the Trust Administrator shall deem most effectual to
enforce any of its rights or duties hereunder.
Section 13.05 Non - waiver.
Nothing in this Article XIII or in any other provision of this Trust Agreement, or in the
Certificate, shall affect or impair the obligation of the City, which is absolute and unconditional
subject to Section 5.10 of the Lease - Purchase Agreement, to pay or prepay the Lease Payments
as provided in the Lease - Purchase Agreement, or affect or impair the right of action, which is
also absolute and unconditional, of the Certificate Owner to institute suit to enforce such
payment. No delay or omission of the Trust Administrator or of any Owner of the Certificate to
exercise any right or power arising upon the happening of any Event of Default shall impair any
such right or power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein, and every power and remedy given by this Article XIII to the Trust
Administrator or to the Owner of the Certificate may be exercised from time to time and as often
as shall be deemed expedient by the Trust Administrator or the Certificate Owner.
Section 13.06 Remedies Not Exclusive.
No remedy herein conferred upon or reserved to the Trust Administrator or to the
Certificate Owner is intended to be exclusive of any other remedy, and every such remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise.
Section 13.07 Power of Trust Administrator to Control Proceedings.
In the event that the Trust Administrator, 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 upon the request of the Owner of the Certificate, it
shall have full power, in the exercise of its discretion for the best interests of the Owner of the
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09/09/10 -30- g q
Page 74
Certificate, with respect to the continuance, discontinuance, withdrawal, compromise, settlement
or other disposal of such action; provided, however, that the Trust Administrator shall not, unless
there no longer continues an Event of Default hereunder, 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 Owner of the Certificate opposing such
discontinuance, withdrawal, compromise, settlement or other disposal of such litigation.
Section 13.08 Limitation on Certificate Owners' Right to Sue.
The Owner of the Certificate shall have the right to institute any suit, action or
proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless
(a) such Owner shall have previously given to the Trust Administrator written
notice of the occurrence of an Event of Default hereunder;
(b) the Owner of the Certificate shall have made written request upon the
Trust Administrator to exercise the powers hereinbefore granted or to institute such action, suit
or proceeding in its own name;
(c) said Owner shall have tendered to the Trust Administrator reasonable
indemnity against the costs, expenses and liabilities to be incurred in compliance with such
request; and
(d) the Trust Administrator 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 Trust Administrator.
Such notification, request, tender of indemnity and refusal or omission are hereby declared, in
every case, to be conditions precedent to the exercise by the Owner of the Certificate of any
remedy hereunder; it being understood and intended that the Owner of the Certificate shall have
not any right in any manner whatever by its action to enforce any right under this Trust Lease -
Purchase Agreement, except in the manner herein provided, and that all proceedings at law or in
equity with respect to an Event of Default shall be instituted, had and maintained in the manner
herein provided and for the benefit of the Owner of the Certificate.
The right of the Owner of the Certificate to receive payment of said Owner's interest in
the Lease Payments as the same become due, or to institute suit for the enforcement of such
payment, shall not be impaired or affected without the consent of the Owner, notwithstanding the
foregoing provisions of this Section 13.08 or any other provision of this Trust Agreement.
Section 13.09 Parties Interested Herein.
Nothing in this Trust Agreement expressed or implied is intended or shall be construed to
confer upon, or to give to, any person or entity, other than the City, the Agency, the Trust
Administrator and the Owner any right, remedy or claim under or by reason of this Trust
Agreement, or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Trust Agreement contained by and on behalf of the City shall be
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09 /09 /10 -31- g q
Page 75
for the sole and exclusive benefit of the City, the Agency, the Trust Administrator and the
Owner.
ARTICLE XIV.
MISCELLANEOUS
Section 14.01 Defeasance.
The Certificate may be paid and discharged in any one or more of the following ways:
(a) Pam By paying or causing to be paid the principal with respect to and
interest with respect to the Certificate, as and when the same become due and payable;
(b) Deposit. By depositing with the Trust Administrator, in trust, at or before
maturity, money which, together with the amounts then on deposit in the Lease Payment Fund
and the Reserve Fund, is fully sufficient to pay the Certificate, including all principal and
interest;
(c) Escrow By irrevocably depositing with the Trust Administrator or an
escrow agent, in trust, cash or Defeasance Obligations in such amount as an independent
nationally recognized certified public accountant shall determine in a written report delivered to
the Trust Administrator or escrow agent will, together with the interest to accrue thereon and
moneys then on deposit in the Lease Payment Fund and the Reserve Fund, if required, together
with the interest to accrue thereon, be fully sufficient to pay and discharge the Certificate
(including all principal and interest) at its respective maturity date; or
(d) Security Deposit By depositing with the Trust Administrator, under an
escrow deposit and trust agreement, security for the payment of Lease Payments as more
particularly described in Section 4.05 of the Lease - Purchase Agreement, said security to be held
by the Trust Administrator, as agent for City, and to be applied by the Trust Administrator to
Lease Payments representing the obligation of the City under the Lease - Purchase Agreement, as
described in Section 4.05 of the Lease - Purchase Agreement;
(e) Effect Notwithstanding that the Certificate shall not have been
surrendered for payment, all rights hereunder of the Owner of the Certificate and all obligations
of the Agency, the Trust Administrator and the City under this Trust Agreement with respect to
the Certificate shall cease and terminate, except only the obligation of the Trust Administrator to
pay or cause to be paid, from Lease Payments paid by or on behalf of the City from deposits
pursuant to paragraphs (b) through (d) of this Section 14.01, to the Owner of the Certificate not
so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant
to paragraphs (b) through (d) of this Section 14.01, the Certificate shall continue to represent
direct, undivided and fractional interests of the Owner in Lease Payments under the Lease -
Purchase Agreement.
(f) Payment Date All monies held or deposited pursuant to subsections (b)
through (d), above, shall be used to pay and prepay the Certificate on the earliest possible date.
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 -32- q
Page 76
(g) Surplus Funds. Any Funds held by the Trust Administrator, at the time of
one of the events described above in subsections (a) through (d) above, which are not required
for the payment to be made to Owners, or for payments to be made to the Trust Administrator by
the City(including attorneys' fees), shall be paid over to the City.
Section 14.02 Records.
The Trust Administrator shall keep complete and accurate records of all moneys received
and disbursed under this Trust Agreement, which shall be available for inspection by the City,
the Agency, and the Owner of the Certificate, or the agent of any of them, upon reasonable prior
notice and during regular business hours.
Section 14.03 Notices.
All written notices to be given under this Trust Agreement shall be given by mail first
class, postage prepaid, to the party entitled thereto at its address set forth below, or at such
address as the party may provide to the other parties in writing from time to time. Any such
notice shall be deemed to have been received 48 hours after deposit in the United States mail,
with postage fully prepaid.
the City: City Manager
CITY OF ARROYO GRANDE
214 East Branch Street
Arroyo Grande, CA 93420
with a copy to: City Attorney
CITY OF ARROYO GRANDE
214 East Branch Street
Arroyo Grande, CA 93420
the Trust Administrator: Director of Administrative Services
CITY OF ARROYO GRANDE
214 East Branch Street
Arroyo Grande, CA 93420
the Agency: Executive Director
ARROYO GRANDE REDEVELOPMENT AGENCY
214 East Branch Street
Arroyo Grande, CA 93420
Section 14.04 Governing Law.
State.
This Trust Agreement shall be construed and governed in accordance with the laws of the
146/024600 -0009 Agenda Item 8. .
1083356.06 a09/09/10 '33' q
Page 77
Section 14.05 Bindin Effect Successors.
This Trust A shall be bindin upon and inure to the benefit of the parties hereto
and their respective successors and assi Whenever in this Trust A the A the
Cit or the Trust Administrator is named or referred to, such reference shall be deemed to
include the successors or assi thereof, and all the covenants and a in this Trust
A contained b or on behalf of the A the Cit or the Trust Administrator shall
bind and inure to the benefit of the respective successors and assi thereof whether so
expressed or not.
Section 14.06 Execution in Counterparts.
This Trust A ma be executed in several counterparts, each of which shall be an
ori and all of which shall constitute but one and the same a
Section 14.07 Destruction of Canceled Certificate.
Whenever in this Trust A provision is made for the surrender to or cancellation
b the Trust Administrator and the deliver to the Cit of an Certificate, the Trust
Administrator ma in lieu of such cancellation and deliver destro such Certificate and deliver
a certificate of such destruction to the Cit
Section 14.08 Headin
The headin or titles of the several Articles and Sections hereof, and an table of
contents appended to copies hereof, shall be solel for convenience of reference and shall not
affect the meanin construction or effect of this Trust A All references herein to
"Articles," "Sections," and other subdivisions are to the correspondin Articles, Sections or
subdivisions of this Trust A and the words "herein," "hereof," "hereunder" and other
words of similar import refer to this Trust A as a whole and not to an particular
Article, Section or subdivision hereof.
Section 14.09 Limitation of Ri to Parties and Certificate Owners.
Nothin in this Trust A or in the Certificate expressed or implied is intended or
shall be construed to g ive to an person other than the A the Cit the Trust Administrator
and the Owner of the Certificate, an le or e ri remed or claim under or in respect
of this Trust A or an covenant, condition or provision therein or herein contained and
all such covenants, conditions and provisions are and shall be held to be for the sole and
exclusive benefit of the A the Cit the Trust Administrator and the Owner of the
Certificate delivered hereunder.
Section 14.10 Waiver of Notice.
Whenever in this Trust A the g ivin g of notice b mail or otherwise is re
the g ivin g of such notice ma be waived in writin b the person entitled to receive such notice
and in an case the g ivin g or receipt of such notice shall not be a condition precedent to the
validit of an action taken in reliance upon such waiver.
146/024600-0009 A Item 8.
1083356.06 a09/09/10 -34- Pa 78
Section 14.11 Payments Due on Other than Business Day.
If the date for making any payment as provided in this Trust Agreement is not a Business
Day, such payment shall be made not later than the next preceding Business Day with the same
force and effect as if done on the date provided therefore herein.
Section 14.12 Payment of Unclaimed Moneys.
Notwithstanding any provisions of this Trust Agreement, any moneys held by the Trust
Administrator in trust for the payment of the principal or interest due with respect to the
Certificate and remaining unclaimed two years from the date of prepayment of such Certificate,
or if the law shall have been changed and a City has notified the Trust Administrator of such
change or the Trust Administrator notifies the City, then on the date thirty (30) days prior to the
then applicable escheat provision of State law, shall, on such date, be repaid to the City free from
the trusts created by this Trust Agreement, and all liability of the Trust Administrator with
respect to such moneys shall thereupon cease; provided, however, that before the repayment of
such moneys to the City as aforesaid, the Trust Administrator may (at the cost and request of the
City) first mail to the Owner to whom such amounts have not yet been paid, at the addresses
shown on the Registration Books, a notice, in such form as may be deemed appropriate by the
Trust Administrator with respect to the amounts so payable and with respect to the provisions
relating to the repayment to the City of the moneys held for the payment thereof. The Trust
Administrator shall not be liable for any interest on Funds held by it. The City shall not be liable
for any interest on the sums paid to it pursuant to this Section 14.11 and shall not be regarded as
a Trust Administrator of such money.
Section 14.13 Separability of Invalid Provisions.
In case any one or more of the provisions contained in this Trust Agreement or in the
Certificate shall for any reason be held to be invalid, illegal or unenforceable in any respect, then
such invalidity, illegality or unenforce ability shall not affect any other provision of this Trust
Agreement, and this Trust Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein. The parties hereto hereby declare that
they would have entered into this Trust Agreement and each and every other section, paragraph,
sentence, clause or phrase hereof and authorized the delivery of the Certificate pursuant thereto
irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of
this Trust Agreement may be held illegal, invalid or unenforceable.
Section 14.14 Venue
Any legal proceedings by the parties hereto shall be brought in the Superior Court of the
County of San Luis Obispo.
146/024600 -0009 Agenda n d a Item 8. .
1083356.06 a09/09/10 -35- g q
Page 79
IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the date
and year first above written.
DIRECTOR OF ADMINISTRATIVE
SERVICES OF THE CITY OF ARROYO
GRANDE,
as Trust Administrator
CITY OF ARROYO GRANDE,
as Lessee
M D
, Mayor
ARROYO GRANDE REDEVELOPMENT
AGENCY
M D
, Chair
146/024600 -0009 Agenda Item 8
1083356.06 a09/09/10 -36- 'a'
Page 80
EXHIBIT A
DEFINITIONS
"Agency" means the Arroyo Grande Redevelopment Agency, a redevelopment agency
organized and existing under the laws of the State of California.
"Agency Representative" means the Chair, Vice - Chair, Executive Director, or any
persons authorized to act on behalf of the Agency under or with respect to the Trust Agreement
and the Lease - Purchase Agreement and identified as such to the Trust Administrator in writing.
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the state in which the Trust Administrator has its principal trust
office are authorized or obligated by law or executive order to be closed.
"Certificate" means the $1,200,000 Certificate of Participation, City of Arroyo Grande,
(City Hall Facility Project) Series 2010, dated the Closing Date, executed and delivered pursuant
to the Trust Agreement.
"Certificate Register" means the registration books relating to the Certificate maintained
by the Trust Administrator in accordance with Section 2.12 of the Trust Agreement.
"City" means the City of Arroyo Grande, a municipal corporation organized and existing
under the laws of the State.
"City Council" means the City Council, as the legislative body of the City.
"City Manager" means the city manager of the City or designee or assistant thereof.
"City Representative" means the Mayor, Mayor Pro Tem, City Clerk, City Manager, City
Attorney or any other official of the City authorized by the City Council to act for the City.
"Closing Date" means the date upon which there is a physical delivery of the Certificate
in exchange for the amount representing the purchase price of all or an advance of a portion of
the purchase price of the Certificate by the Original Purchaser.
"Acquisition Costs" means the costs of the acquisition, construction, rehabilitation,
equipping, improvement or financing of improvements to, or part of, the Proj ect.
"Acquisition Fund" means the Fund of that name established pursuant to Article III of the
Trust Agreement and held by the Trust Administrator.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable with respect to the Certificate during the period of computation, excluding amounts
scheduled during such period which relate to principal which has been retired before the
beginning or during such period.
"Defeasance Obligations" means (a) cash, or (b) non - callable Federal Securities.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 A -1 g 'q •
Page 81
"Delivery Costs" means all items of expense directly or indirectly payable by or
reimbursable to the City or the Agency relating to the financing of the Project from the proceeds
of the Certificate, including but not limited to filing and recording costs, settlement costs,
printing costs, reproduction and binding costs, initial fees and charges and first year's
administration fee of the Trust Administrator, Trust Administrator's counsel fees and expenses,
financing discounts, legal fees and charges, financial and other professional consultant fees, costs
of rating agencies or credit ratings, fees for execution, transportation and safekeeping of the
Certificate, travel expenses and charges and fees in connection with the foregoing.
$1,000.
"Denomination Amount" means the minimum denomination of each Certificate which is
"Event of Default" means an event of default under Section 7.01 of the Lease - Purchase
Agreement.
"Fair Market Value" means for purposes of valuing the Permitted Investments, 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 Tax Code) and, otherwise, the term "fair market value" means
the acquisitions 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 Tax 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 Tax
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 10% beneficial interest if the return paid by such Fund is without
regard to the source of investment.
The Trust Administrator shall have no duty in connection with the determination of Fair
Market Value other than to follow the investment directions of a City Representative in any
written directions of a City Representative.
"Federal Securities" means direct general obligations of (including obligations issued or
held in book entry form on the books of the Department of the Treasury) the United States of
America, or obligations the timely payment of principal of and interest on which are guaranteed
by, the United States of America.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 A -2 g 'q'
Page 82
"Fiscal Year" means any period of 12 consecutive months established by the City as its
fiscal year and shall initially mean the period commencing July 1 of one year and ending on June
30 of the following year.
"Government" means the United States of America, acting through the Rural Housing
Service (or successor agency, bureau or division) of the United States Department of
Agriculture.
"Gross Revenues" means all gross income and revenue received by the City from the
ownership and operation of the Project, including, without limiting the generality of the
foregoing,
(a) all income, rents, rates, fees, charges or other moneys derived from the
services, facilities and commodities sold, furnished or supplied through the facilities of
the Project,
(b) the earnings on and income derived from the investment of such income,
rents, rates, fees, charges or other moneys to the extent that the use of such earnings and
income is limited by or pursuant to the law to the Project, and
(c) the proceeds derived by the City directly or indirectly from the sale, lease
or other disposition of a part of the Project as permitted in the Lease - Purchase
Agreement;
provided, that the term "Gross Revenues" shall not include customers' deposits or any other
deposits subject to refund until such deposits have become the property of the City.
"Independent Counsel" means an attorney or a firm of attorneys duly admitted to the
practice of law before the highest court of the state in which he or such firm maintains an office
and who is not an employee of the Agency, the Trust Administrator or the City.
"Insurance and Condemnation Fund" means the Fund by that name established pursuant
to Article VII of the Trust Agreement and held by the Trust Administrator.
"Interest Payment Date" means October 1 and April 1 of each year, commencing April
1, 2010.
"Interest Rate" means the rate of interest to be paid on the Certificate which is 3.750%
per annum.
"Lease Payment" means any payment required to be paid by the City to the Agency
pursuant to Section 3.05 of the Lease - Purchase Agreement.
"Lease Payment Date" means each Interest Payment Date.
"Lease Payment Fund" means the
Payment Fund" established and held by the
Trust Agreement.
Fund designated "City of Arroyo Grande Lease
Trust Administrator pursuant to Article V of the
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 A -3 g 'q'
Page 83
"Lease- Purchase Agreement" means the Lease - Purchase Agreement, dated as of
September 1, 2010, by and between the Agency and the City, and any duly authorized and
executed amendment or supplement thereto.
"Net Proceeds" means any insurance proceeds or condemnation award paid with respect
to the Project, remaining after payment therefrom of all expenses incurred in the collection
thereof.
"Original Purchaser" means the Government as the first purchaser of the Certificate upon
their delivery by the Trust Administrator on the Closing Date.
"Outstanding," when used as of any particular time with respect to the Certificate, means
(subject to the provisions of Section 10.03 of the Trust Agreement) the Certificate theretofore
executed and delivered by the Trust Administrator under the Trust Agreement except:
(a) A Certificate theretofore canceled by the Trust Administrator or
surrendered to the Trust Administrator for cancellation;
(b) A Certificate for the payment or redemption of which Funds or eligible
securities in the necessary amount, including accrued interest thereon, shall have
theretofore been deposited with the Trust Administrator (whether upon or prior to the
maturity or redemption date of such Certificate), provided that, if such Certificate is to be
redeemed prior to maturity, notice of such redemption shall have been given as provided
in Section 4.03 of the Trust Agreement or provision satisfactory to the Trust
Administrator shall have been made for the giving of such notice; and
(c) A Certificate in lieu of or in exchange for which other Certificate shall
have been executed and delivered by the Trust Administrator pursuant to Section 2.09 of
the Trust Agreement.
"Owner" or "Certificate Owner" or "Owner of a Certificate," or any similar term, means
the person or entity in whose name the Certificate shall be registered.
"Permitted Encumbrances" means, as of any particular time:
(a) liens for general ad valorem taxes and assessments, if any, not then
delinquent, or which the City may, pursuant to provisions of Article V of the Lease -
Purchase Agreement, permit to remain unpaid;
(b) the Lease - Purchase Agreement and the assignment of the Agency's interests
in the Lease - Purchase Agreement to the Trust Administrator pursuant to Section 5.01 of
this Trust Agreement;
(c) any right or claim of any mechanic, laborer, material supplier or vendor filed
or perfected in the manner prescribed by law, and
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 A - 4 g 'q'
Page 84
(d) easements, rights of way, mineral rights, drilling rights and other rights,
reservations, covenants, conditions or restrictions which exist of record as of the date of
the Lease - Purchase Agreement.
"Permitted Investments" means any of the following which at the time of investment are
legal investments under the laws of the State of California for the moneys proposed to be
invested therein, provided that the same are of appropriate maturity and acquired at Fair Market
Value:
(a) Federal Securities;
(b) bonds, debentures or notes issued by any of the following: Banks for
Cooperatives, Federal Land Banks or Federal National Mortgage Association (including
participation certificate and Federal Farm Credit Banks Consolidated System Bonds);
(c) bonds or obligations of the State of California which are rated "AA" or
better by S &P;
(d) interest bearing demand or time deposits (including certificates of deposit)
in national banks, state banks, federal savings and loan associations or state chartered
savings and loan associations, which have deposits insured by the Federal Deposit
Insurance Agency (the "FDIC "); provided, however, that the portion of such certificates
of deposit in excess of the amount insured by the FDIC, if any, shall be with a provider
whose short term S &P rating is "A -1 +" or better;
(e) money market Funds consisting of Federal Securities, which are rated in
the highest Rating Category by S &P; and
(f) the Local Agency Investment Fund of the State of California.
"Prepayment" means any payment applied towards the prepayment of the Lease
Payments, in whole or in part, pursuant to Article IV of the Lease - Purchase Agreement.
"Principal Amount" means the aggregate principal amount of the Certificate which is not
to exceed $1,200,000.
"Principal Trust Office" means the office of the Trust Administrator at the offices of the
City in Arroyo Grande, California, or at such other address designated by the Trust
Administrator by written notice filed with the City and the Agency.
"Proceeds" when used with reference to the Certificate, means the face amount of the
Certificate, plus accrued interest and premium, if any, less original issue discount, if any.
"Project" means the new city hall facility described in Exhibit A to the Lease - Purchase
Agreement.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 A -5 g 'a'
Page 85
"Rating Category" means, with respect to any Permitted Investment, one or more of the
generic categories of rating by S &P applicable to such Permitted Investment, without regard to
any refinement or gradation of such rating category by a plus or minus sign.
"Regular Record Date" means the close of business on the 15th day of the month
preceding each Interest Payment Date, whether or not such 15th day is a Business Day.
"Reserve Fund" means the Fund of that name established under Article VI of the Trust
Agreement and held by the Trust Administrator.
"Reserve Requirement" means, for the purpose of determining the maximum size of the
Reserve Fund, the least of:
(a) 10% of the Principal Amount of the Certificate;
(b) 125% of average annual Debt Service; or
(c) maximum annual Debt Service.
"Site" means the real property on which the Project is situated as described in Exhibit C
to the Lease - Purchase Agreement.
"S &P" means Standard & Poor's Ratings Group, a division of McGraw -Hill, Inc., New
York, New York, or its successors.
"State" means the State of California.
"Tax Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or
(except as otherwise referenced in the Lease - Purchase Agreement or the Trust Agreement) as it
may be amended to apply to obligations issued on the Closing Date, together with applicable
temporary and final regulations promulgated under the Tax Code.
"Term of the Lease - Purchase Agreement" means the time during which the Lease -
Purchase Agreement is in effect which begins on October 1, 2010 and ends not later than
October 1, 2040.
"Trust Administrator" means the Director of Administrative Services of the City, or any
successor thereto, acting as Trust Administrator under the Trust Agreement.
"Trust Agreement" means this Trust Agreement, dated as of September 1, 2010, by and
among the Trust Administrator, the Agency and the City, together with any amendments or
supplements thereto permitted to be made thereunder.
"Written Certificate" of the City means a written certificate signed in the name of the
City by a City Representative as contemplated by and containing the elements required by
Section 1.03 of the Trust Agreement and Section 1.03 of the Lease - Purchase Agreement.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 A -6 g 'q'
Page 86
EXHIBIT B
FORM OF CERTIFICATE OF PARTICIPATION
No. R -1 ** *$1,200,000.00 * **
$1,200,000
Certificate of Participation
City of Arroyo Grande
(City Hall Facility Project)
Series 2010
Evidencing the Direct, Undivided Fractional Interests of the Owners
Thereof in Lease Payments to be Made by the
CITY OF ARROYO GRANDE
(San Luis Obispo County, California)
As the Purchase Price for Certain Property Pursuant
to an Lease - Purchase Agreement with the
ARROYO GRANDE REDEVELOPMENT AGENCY,
as Lessor
RATE OF INTEREST:
DATED DATE:
1, 2010
REGISTERED OWNER: UNITED STATES OF AMERICA, ACTING THROUGH RURAL
HOUSING SERVICE, UNITED STATES DEPARTMENT OF
AGRICULTURE
PRINCIPAL AMOUNT: ***ONE MILLION TWO HUNDRED THOUSAND
DOLLARS * ** ($1,200,000.00)
THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered
assigns, as the registered owner (the "Registered Owner ") of this Certificate of Participation (the
"Certificate ") is the owner of a direct, undivided fractional interest in lease payments (the "Lease
Payments ") payable under the Lease - Purchase Agreement dated as of September 1, 2010 (the
"Lease- Purchase Agreement ") by and between the ARROYO GRANDE REDEVELOPMENT
AGENCY (the "Agency "), a redevelopment agency, duly organized and existing under the laws
of the State of California and the CITY OF ARROYO GRANDE (the "City "), a municipal
corporation and political subdivision of the State of California, organized and existing under the
laws of the State of California.
The Lease Payments and certain other rights and interests under the Lease - Purchase
Agreement have been assigned to the Director of Administrative Services of the City, as trust
administrator (the "Trust Administrator "), having an office in the location described in the Trust
Agreement referred to below.
The Registered Owner of this Certificate is entitled to receive, subject to the terms of the
Lease - Purchase Agreement, on the Maturity Dates identified below, or any earlier prepayment
date, the Principal Amounts identified below representing a direct, undivided fractional share of
the portion of the Lease Payments designated as Principal as follows:
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 B -1 g 'a'
Page 87
Maturity Date
Principal
Coupon
Interest
Total P +I
(10 /1)
2010
2011
2200.00
3.750%
4500.00
6700.00
2012
2300.00
3.750%
44,175.00
67,175.00
2013
2400.00
3.750%
43,312.50
67,312.50
2014
2500.00
3.750%
42,412.50
67,412.50
2015
2600.00
3.750%
41,475.00
67,475.00
2016
2700.00
3.750%
40,500.00
67,500.00
2017
2800.00
3.750%
39,487.50
67,487.50
2018
2900.00
3.750%
38,437.50
67,437.50
2019
3000.00
3.750%
37,350.00
67,350.00
2020
31,000.00
3.750%
36,225.00
67,225.00
2021
3200.00
3.750%
35,062.50
67,062.50
2022
3300.00
3.750%
33,862.50
66,862.50
2023
3500.00
3.750%
32,625.00
67,625.00
2024
3600.00
3.750%
31,312.50
67,312.50
2025
3700.00
3.750%
29,962.50
66,962.50
2026
3900.00
3.750%
28,575.00
67,575.00
2027
4000.00
3.750%
27,112.50
67,112.50
2028
4200.00
3.750%
25,612.50
67,612.50
2029
4300.00
3.750%
24,037.50
67,037.50
2030
4500.00
3.750%
22,425.00
67,425.00
2031
4700.00
3.750%
20,737.50
67,737.50
2032
4800.00
3.750%
18,975.00
66,975.00
2033
5000.00
3.750%
17,175.00
67,175.00
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 B -2 g 'q'
Page 88
Maturity Date Principal Coupon Interest Total P +I
(10 /1)
2034 5200.00 3.750% 15,300.00 67,300.00
2035 5400.00 3.750% 13,350.00 67,350.00
2036 5600.00 3.750% 11,325.00 67,325.00
2037 5 8,000.00 3.750% 9,225.00 67,225.00
2038 6000.00
3.750% 7,050.00
67,050.00
2039 6300.00
3.750% 400.00
6700.00
2040 6500.00
3.750% 2,437.50
67,437.50
TOTAL $ 1,200,000.00 $819 $ 1,019,337.50
and to receive on April 1, 2010, and semiannually thereafter on October 1 and April 1 of each
year (each an "Interest Payment Date ") until payment in full of said principal the Registered
Owner's direct, undivided fractional share of the Lease Payments designated as interest coming
due during the interest period immediately preceding each of the Interest Payment Dates. Interest
represented hereby shall be payable at the Rate of Interest of 4.00% per annum from the Interest
Payment Date next preceding the date of execution of this Certificate unless (a) this Certificate is
authenticated after the close of business on the 15th day of the month immediately preceding an
Interest Payment Date (a "Record Date ") and on or before such Interest Payment Date, in which
event interest shall be payable from such Interest Payment Date, or (b) unless this Certificate is
authenticated on or before March 15, 2011 in which event interest shall be payable from the
Dated Date identified above. The Registered Owner's share of the portion of the Lease Payments
designated as interest is the result of the multiplication of the share of the portion of the Lease
Payments designated as principal as shown and endorsed on the attached Certificate of Advances
of Payment from the United States of America, by the Rate of Interest per annum identified
above, calculated on the basis of a 365 -day year. Principal represented hereby is payable in
lawful money of the United States of America upon surrender hereof at the Office of the Trust
Administrator, and interest represented hereby is payable by wire transfer or check or draft
mailed by first class mail by the Trust Administrator on each Interest Payment Date to the
Registered Owner at such Owner's address as it appears on the registration books of the Trust
Administrator as of the preceding Record Date.
This Certificate has been executed and delivered by the Trust Administrator pursuant to
the terms of a Trust Agreement by and among the Trust Administrator, the Agency and the City,
dated as of September 1, 2010 (the "Trust Agreement "). The City has certified that it is
authorized to enter into the Lease - Purchase Agreement and the Trust Agreement under the laws
of the State of California, for the purpose of paying and reimbursing the payment of the costs of
certain public capital improvements. Reference is hereby made to the Lease - Purchase Agreement
and the Trust Agreement (copies of which are on file at the Office of the Trust Administrator) for
a description of the terms on which the Certificate is delivered, the rights thereunder of the
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 B -3 g 'q'
Page 89
owner of the Certificate, the rights, duties and immunities of the Trust Administrator and the
rights and obligations of the City under the Lease - Purchase Agreement, to all of the provisions of
the Lease - Purchase Agreement and the Trust Agreement the Registered Owner of this
Certificate, by acceptance hereof, assents and agrees.
The City is obligated under the Lease - Purchase Agreement to pay the Lease Payments
from City General Fund. The obligation of the City to pay the Lease 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. The obligation of the
City to pay Lease Payments does not constitute a debt of the City, the State of California or any
of its political subdivisions within the meaning of any constitutional or statutory debt limitation
or restriction.
The Certificate is subject to optional prepayment in whole, or in part in inverse order of
the principal installments, on any Business Day, from prepayments of the Lease Payments made
at the option of the City pursuant to the Lease - Purchase Agreement, at a prepayment price equal
to the aggregate principal components of the Lease Payments to be prepaid, together with
accrued interest represented thereby to the date fixed for prepayment, without premium.
The Certificate is subj ect to mandatory prepayment on any date, in whole, or in part, from
unexpended proceeds of the Acquisition Fund established under the Trust Agreement and from
the net proceeds of insurance or eminent domain proceedings, in either case deposited with the
Trust Administrator, which are credited towards the prepayment of the Lease Payments pursuant
to the Lease - Purchase Agreement, at a prepayment price equal to 100% of the principal amount
to be prepaid, together with accrued interest represented thereby to the date fixed for
prepayment, without premium.
As provided in the Trust Agreement, notice of prepayment shall be mailed by the Trust
Administrator by first class mail, postage prepaid, not less than 30 nor more than 60 days before
the prepayment date, to the Registered Owner of the Certificate, but neither failure to receive
such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings
for prepayment or the cessation of accrual of interest represented thereby. If this Certificate is
called for prepayment and payment is duly provided herefor as specified in the Trust Agreement,
interest represented hereby shall cease to accrue from and after the date fixed for prepayment.
This Certificate is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at the Office of the Trust Administrator, but only in the
manner, subject to the limitations and upon payment of the charges, if any, provided in the Trust
Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new
Certificate, of authorized denomination or denominations, representing the same aggregate
principal amount and representing the same rate of interest and maturity date, will be delivered to
the transferee in exchange herefor. The City, the Agency and the Trust Administrator may treat
the Registered Owner hereof as the absolute owner hereof for all purposes, whether or not this
Certificate shall be overdue, and the City, the Agency and the Trust Administrator shall not be
affected by any notice to the contrary.
To the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended by the parties thereto with the written
consent of the owner of the Certificate, and may be amended without such consent under certain
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 B - 4 g 'q'
Page 90
circumstances; provided that no such amendment shall extend the fixed maturity of the
Certificate or reduce the interest or principal represented thereby, without the express consent of
the Owner of the Certificate.
The Trust Administrator has no obligation or liability to the registered Owner of the
Certificate to make payments of principal, or interest with respect to the Certificate except from
amounts on deposit for such purposes with the Trust Administrator. The Trust Administrator's
sole obligations are to administer for the benefit of the registered owner of the Certificate the
various Funds and accounts established under the Trust Agreement and to perform the other
duties expressly imposed upon it under the Trust Agreement.
The City has certified, recited and declared that all things, conditions and acts required by
the laws of the State of California, the Lease - Purchase Agreement and the Trust Agreement to
exist, to have happened and to have been performed precedent to and in the delivery of the
Certificate, do exist, have happened and have been performed in due time, form and manner as
required by law.
This Certificate is given as evidence of a loan to the City made by the United States of
America, acting through Rural Utilities Service, United States Department of Agriculture,
pursuant to the Consolidated Farm and Rural Development Act, and shall be subject to the
present regulations of the Rural Utilities Service or any successor agency thereto and to its future
regulations not inconsistent with the express provisions hereof.
146/024600 -0009 Agenda Item 8
1083356.06 a09/09/10 B -5 'a'
Page 91
IN WITNESS WHEREOF, this Certificate has been executed and delivered by the Trust
Administrator, acting pursuant to the Trust Agreement.
Executed as of the Dated Date first written above.
TRUST ADMINISTRATOR
am
Director of Administrative Services
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face hereof, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the
Entireties
JT TEN -- as joint tenants with
right of survivorship
and not as tenants in
common
UNIF GIFT MIN ACT Custodian
(Gust) (Minor)
under Uniform Gifts to Minors
Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST
ABOVE
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09/09/10 B -6 g 'q'
Page 92
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within registered Certificate and hereby irrevocably constitute(s) and appoint(s)
attorney, to
transfer the same on the registration books of the Trust Administrator with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must
guarantor. correspond with the name (s) as written on the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatsoever.
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 B -7 g •a•
Page 93
Certificate of Advances of Payment from United States of America, acting through Rural
Utilities Service, United States Department of Agriculture
The following advances have been paid to and received by the City in the amount and on
the date(s) set forth below, as evidenced by the Trust Administrator's signature set forth below,
as evidenced by said Trust Administrator's signature set forth opposite "Date of Advance" and
"Amount of Advance."
Signature of the
Date of Advance Amount of Advance Trust Administrator
Total principal sum of the within Certificate as advanced as of , 200_ is
911
Record of Prepayment in Advance of Maturity
of Certificate Represented by this Certificate
The Record of prepayment in advance of maturity on the registered Certificate shall be
substantially as follows:
Amount
Date
146/024600 -0009 Agenda Item 8
1083356.06 a09/09/10 B'8 'q'
Page 94
EXHIBIT C
$1,200,000
Certificate of Participation
City of Arroyo Grande
(City Hall Facility Project)
Series 2010
WRITTEN REQUISITION NO. FOR
DISBURSEMENT FROM ACQUISITION FUND
The undersigned hereby states and certifies that:
1. the undersigned is the of the City of Arroyo Grande, a
municipal corporation organized and existing under the laws of the State of California (the
"City "), and as such, is familiar with the facts herein certified and is authorized and qualified to
certify the same;
2. the undersigned is a duly designated "City Representative ", as such term is
defined in that certain Trust Agreement, dated as of September 1, 2010 (the "Trust Agreement "),
by and among the Director of Administrative Services of the City of Arroyo Grande, as trust
administrator (the "Trust Administrator "), the Arroyo Grande Redevelopment Agency (the
"Agency ") and the City;
3. under Section 3.02 of the Trust Agreement, the Trust Administrator is hereby
requested to disburse this date, from the Acquisition Fund established under the Trust
Agreement, to the payees set forth on Attachment I attached hereto and by this reference
incorporated herein, at the addresses identified thereon, the amount set forth opposite such payee
for payment of Acquisition Costs;
4. the amounts to be disbursed constitute Acquisition Costs or Delivery Costs, that
said amounts are required to be disbursed pursuant to a contract entered into therefor by or on
behalf of the Agency or the City, or were necessarily and reasonably incurred, and that said
amounts are not being paid in advance of the time, if any, fixed for payment;
5. no amount set forth in this requisition was included in any requisition requesting
disbursement previously filed with the Trust Administrator pursuant to Section 3.02 of the Trust
Agreement;
6. insofar as such requisition relates to payment for work, materials, equipment or
supplies, such work was actually performed, or such materials, equipment or supplies were
actually installed in furtherance of the acquisition of the Project or delivered to the appropriate
site for such purpose, or delivered for storage or fabrication at a place approved by the City; and
7. if such requisition relates to payment to a contractor, that no liens have been
imposed on the Project as a result of said construction except liens that have not yet ripened or
that would attach by operation of law; and
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 C - 1 g 'a'
Page 95
8. any capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Trust Agreement.
Dated: .20 CITY OF ARROYO GRANDE
0
Title:
146/024600 -0009 Agenda n d a Item 8
1083356.06 a09 /09 /10 C - 2 g 'q'
Page 96
ATTACHMENT I
Payee Name and Address
Purpose of Obligation
Amount
A.M. Miller & Co., Inc. Financial Advisor
PO Box 910049
San Diego, CA 92191
Rutan & Tucker, LLP Bond Counsel
611 Anton Boulevard,
Suite 1400
Costa Mesa, CA 92626
146/024600 -0009
1083356.06 a09/09/10 C -3
$10,000.00
$25,000.00
Agenda Item 8.q.
Page 97
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 8.q.
Page 98
t DAR%
INCORPORATED YL
«I JULY 10. 1911 *
c ot I F°R N�P MEMORANDUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER 0
SUBJECT: AGENDA ITEM 8.Q — SUPPLEMENTAL INFORMATION
DATE: SEPTEMBER 14, 2010
My apologies - there was an error on the second page of the staff report for 8Q
agenda item. A portion was missing. Attached is an updated copy.
Please let me know if you have any questions.
attachment
OE pRRO yo c
P
a.
INCORPORATED 7
** MEMORANDUM
c 44/ FORN‘P
TO: CITY COUNCIL/ REDEVELOPMENT AGENCY BOARD OF
DIRECTORS //�
FROM: STEVEN ADAMS, CITY MANAGER/ EXECUTIVE DIRECTOR �j^
SUBJECT: CONSIDERATION OF RESOLUTIONS APPROVING, AUTHORIZING
AND DIRECTING EXECUTION OF LEASE PURCHASE FINANCING
DOCUMENTS FOR ACQUISITION OF 300 EAST BRANCH STREET
DATE: SEPTEMBER 14, 2010
RECOMMENDATION:
It is recommended: 1) the Redevelopment Agency Board of Directors adopt a
Resolution approving, authorizing and directing execution of certain lease- purchase
financing documents and authorizing and directing related actions; 2) the City Council
adopt a Resolution approving, authorizing and directing execution of certain lease -
purchase financing documents and authorizing and directing related actions; and 3)
the City Council approve amending the Capital Improvement Program to appropriate
$855,000 from the sale of land to the City Hall project for the purchase of the property
at 300 East Branch Street.
FINANCIAL IMPACT:
The purchase price for the building at 300 East Branch Street is $2,020,000. Primary
financing costs include $25,000 for bond counsel and $10,000 for services of a
financial advisor. This results in a total cost of $2,055,000. The proposed financing
through the United States Department of Agriculture (USDA) will provide $1.2 million
in proceeds. The remainder of $855,000 will come from sale of the properties at 200
and 208 East Branch Street, parking lot in between, and right -of -way on Short Street
for the outdoor dining area. There will be an excess of $36,000 from the sale of the
properties that can be used toward installation of the fire sprinklers in the former
Farm Credit building.
The financing will be for a 30 -year term. During FY 2010 -11, $24,000 in interest
payments will be due in April 2011. In future years, annual debt service payments
will be due twice annually for a total of approximately $69,000, which includes
amortizing principal along with paying interest. In addition, an annual payment of
approximately $7,000 will be deposited in a City-held debt service reserve fund over
CITY COUNCIL
CONSIDERATION OF RESOLUTIONS APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF LEASE PURCHASE FINANCING DOCUMENTS FOR
ACQUISITION OF 300 EAST BRANCH STREET
SEPTEMBER 14, 2010
PAGE 2
the first ten years as required by USDA. Therefore, the annual debt service cost over
the first ten years of the issue will be approximately $76,000. The reserve fund can
be used to pay the last year's debt service on the COPs. Local sales tax will fund
$60,000. The remainder will be paid from the Water and Sewer funds.
BACKGROUND:
At the February 23, 2010 meeting, the City Council approved a Purchase and Sale
and Improvement Agreement with NKT Commercial for acquisition of property at 300
East Branch Street (former Farm Credit building) and sale and development of City
property at 200 and 208 East Branch Street and the adjacent parking lot. The City
Council also authorized the City Manager to execute documents to obtain debt
financing of up to $1.2 million for costs associated with acquisition of the 300 East
Branch Street property through the USDA Rural Development Community Facilities
low- interest loan program.
Under the Agreement, escrow will close after building permits are issued for the NKT
Commercial Short Street project. Since this is nearing completion, staff has opened
escrow and approval of bond documents are necessary to finalize the financing.
ANALYSIS OF ISSUES:
The financing will be accomplished by issuing certificates of participation (COPs)
through a lease purchase agreement. This is the most common vehicle available to,
and used by, municipal jurisdictions in issuing financing for capital projects and
facilities. In using this vehicle for financing, the lease purchase arrangement must be
established with an independent agency.
Some jurisdictions will establish a non - profit corporation specifically for this purpose.
Since the City has a Redevelopment Agency in place, the Agency can be utilized to
own and lease the property to the City. Therefore, approval of resolutions are
necessary by both the City Council and Redevelopment Agency Board of Directors.
Under the USDA Rural Development Community Facilities low- interest loan program,
the Federal Government will then purchase the bonds. The current interest rate
offered by USDA is 4 %, but will be dropping to 3.75% in October and the acquisition
is scheduled to close escrow the first week of October.
ALTERNATIVES:
The following alternatives are available for City Council consideration:
• Adopt the Resolutions as recommended;
• Modify the Resolutions as appropriate and adopt;
• Provide staff other direction.
CITY COUNCIL
CONSIDERATION OF RESOLUTIONS APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF LEASE PURCHASE FINANCING DOCUMENTS FOR
ACQUISITION OF 300 EAST BRANCH STREET
SEPTEMBER 14, 2010
PAGE 3
ADVANTAGES:
Approval of the recommendations will enable the City to close escrow on the property
transaction in a timely manner, which will avoid additional rent costs to the City, allow
the developer to proceed with construction of the approved commercial project, and
take advantage of current interest rates that have been locked in. By utilizing this
program, it both significantly decreases fees and administrative costs involved with
the financing and provides a much lower interest rate than available if the bonds
were sold on the open market or through a negotiated sale.
DISADVANTAGES:
Adoption of the Resolutions are necessary to implement the prior direction approved
by the City Council so there are no disadvantages identified from this action because
it has been determined to be the preferred financing approach for the project.
ENVIRONMENTAL REVIEW:
No environmental review is necessary for the financing of the project. A Mitigated
Negative Declaration on the Purchase and Sale and Improvement Agreement was
adopted by the City Council at the February 23, 2010 meeting.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September 9, 2010 and on
the City's website on Friday, September 10, 2010. No comments were received.
Attachments:
1. Lease - Purchase Agreement
2. Trust Agreement
O1 PaROro
/-- RICORPORATED Z
q m
# .nxv io. i•ii
41 IF00%1" MEMORANDUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER S
SUBJECT: AGENDA ITEM 8Q — SUPPLEMENTAL INFORMATION
DATE: SEPTEMBER 14, 2010
The following changes have been made to the bond documents:
On the Trust Agreement, Ex B -3 5th line down, 4.O% is changed to 3.75 %.
On the Lease Purchase Agreement, Sec 3.12, where it says ... "$3,366.00, which is an
amount equal to 1 /5th of the average annual Debt Service ($67,312.00) on the
Certificate..." is changed to be 5%.
Please let me know if you have any questions.
oop— pjt R 0 '
INCORPORATED
MEMORANDUM
JULY 10. 1911 �
iF
T: CITY COUNCIL
FROM: TERESA MCCLISH, COMMUNITY DEVELOPMENT DIRECTOR
BY: JIM BERGMAN, PLANNING MANAGER
SUBJECT: CONSIDERATION F APPEAL CASE NO. 10-001; REQUEST FOR A
RECESSED LED LIGHTING SYSTEM
DATE: SEPTEMBER 14, 2010
RECOMMENDATION:
Staff recommends that the City Council consider the applicant's appeal of the Planning
Commission's denial of a request for a recessed LED lighting system and adopt an
appropriate resolution related to its decision.
FINANCIAL IMPACT:
No financial impact.
BACKGROUND:
O n December 15, 2009, the Planning Commission adopted Resolution 09-2095
approving the construction of an In-I -Out Burger. Included in the successful motion was
the stipulation that the dual e LED bands be removed from the building fagade.
O n September 7, 2010, the Planning Commission considered a request to consider a
new cornice and recessed LED design (Architectural Review rr Case fro. 10-002 After
discussion, the Planning Commission approved -g the custom cornice detail, but did
not approve the installation of the recessed LED lights. O September 8, 2010, the
applicant submitted an appeal of the Planning Commission's decision.
ANALYSIS OF ISSUES:
In a letter dated August 26, 201 Attachment 1), the applicant requested consideration
of a custom cornice and recessed LED system citing an effort to enhance visibility of the
parapet roof during the evening hours. The applicant states that the design modification
will enhance the view at night as well as add more architectural character to the
building. The applicant also indicates that visibility of the building is decreased due t o
the existing trees along West Branch Street. The applicant has supplied photographs of
other buildings in the City of Arr Grande that use architectural lighting to increase
nighttime visibility and photographs of the e trees along hest Branch Street.
The following photographs illustrate the standard In -N -Out Burger with the duel exposed
LED bands and the proposed custom cornice design and recessed LED lighting system
during both the day and the night.
Agenda Item I I.a.
Page 1
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item I I.a.
Page 2
CITY COUNCIL
APPEAL CASE NO. 10-0011
SEPT
P
The buildin is currentl under, construction and the applicant has indicated that time is
of g et finig a decision on i
accornmoidate their concerns and facifiltate a decision, staff has taken -the �libert of
preparin two l
Co uncil l i ' i n one containing i i
denia],of the appeal and one for upholidin the appleal.
Fi 1. T In-Ni-O Bur with thedualexposed LED bands durin 'the da
Bu rger I LED biands at nigh
Agenda Item I I.a.
Page 3
CITY COUNCIL
APPEAL CA SE 1
r'% l
SE PTE M BER r
PAGE
I ice desi and recessed LED s durin the da
Fi 4. In-N-Olut Bur with custom cornice des'i and recessed LED s at ni
Agenda Item I I.a.
Page 4
CITY COUNCIL
APPEAL CASE NO. 10-0001
SEPTEMBER 14, 201
PAGE
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
1. Adopt a resolution denying an appeal and upholding the Planning Commission's
approval of the custom cornice design, but without the installation of the recessed
LED lights;
2. Adopt a resolution upholding the appeal and allowing the custom cornice design with
the installation of the recessed LED lights;
3. Modify and adopt either resolution; or
4. P direction to staff.
ADVANTAGES:
The proposed far de modification ►rill increase visibility of the building at night.
DISADVANTAGES:
There are no similar parapet lighting techniques within the - Cities Center.
ENVIRONMENTAL REVIEW:
In compliance with the California Environmental Quality Act CE A , the project was
approved with the adoption of ar Mitigated Negative Declaration. The new cornice design
and recessed LED system is similar to the exposed bands originally analyzed in the
Mitigated Negative Declaration and would not create a significant environmental impact.
PUBLIC N TIFICI TI N AND COMMENTS:
MEI TS:
The Agenda was posted in front of City Hall
Agenda and staff report were posted on the
2010. No public comments were received.
on Thursday, September g, 2010. The
City's website on Friday, September 1 g
Attachments:
1. Letter from the applicant requesting design modification and photographs of
other buildings utilizing architectural lighting in the City o Arroyo Grande
2. Daft Resolution denying the appeal
3. Draft resolution upholding the appeal
Agenda Item 11.a.
Page 5
5 .Uilpr .lb
��'GlOiflb �° '�urwnnng� a ,r gym
� i d�c rN �
� aR,r�o�1 ojA��I�
B, ldwfi"',� Nll�OUT
1350
R1,, ''
�rvrvmmr�wlwiwiwiwiuiuiuiuiuiuiuiuiuiuiwiuiumlwuuiuimiuiuiwiuio! wiwiuiuiwiuiuiuw�uw�uluiuuw�wuuuuuiui�uuuiuiuimuiiw�m�wouiiimiNem�unmi�miumuowiuuumiuuowwww, ww,! wiumiuiwuwiwim�mn�auo�! �iuoi�waawrur�uwdr�ms�rcronipiioioownmimioioioimmmoiooiNmioioioioumuNiouo�oimio��mrrtu�rmioimti� �r�miNOimm iNi rormmouuNiou uirommriiriuuoiii �ro���uuuo iiu u�u�iiro��uoi�r�iirino �....... r ...�. i � i � i ._.. � � i �... i .
i 1 o nRr2 �u � u uo o u
N... P (11....i�4�HY"✓ U II VUId V.... VU1J1._ U1�1U1D 1�Uf! �UD�6UfJ�UfJ�UfJUIUfJ�JUfJ�UlV�6mD�V�V�D�V�V�mD�D�D �J�uI@ W�V�V�V�m6mJNm( 91uuV� D1VJJUfIDJ�IDUUJIU�u�NUfINU�VJIU� �' iWI�iNW1V' iNWUIMW�uu! IWw�I ��VIwIWVwuy�MMllwllw�mNlul! VIUIWwllwlulwLlulululululoluu��NN�IUIwIIUIIIIIImVINlluluuMlloVIIWINIIUWIN�IUMINNtlIIIIUIIIIUIIIIIIIIIUmoIIOIIIIUIIIIUIIIIUIU�NIM�IIOIIUmIIIIIImIIInN ,W�MkWI UNWWWwtlwuMw,VO�wp!� rtromri oil urNONPUrimuWOmuu�..
Ter August, 26,20 10
1 i J (,
Di
Cilt of r`
e
214 E. r anc h
k i
R R equest I r i r
Undemeath a Proposed Up and Custom Cornice Detail, ait 1 70 W Branch Street,,
r
Dear Ms. i
lip l
IN li
r ,
s r;
i
a 1
s
MWEEM
F
M ;1
r j j M an a ger
1 `
13 50 2 H
Baldwin Park, Ca. 9 1706
Phonej ( 626 ) 277
SEP 0 III" (
I ' " OF ARR OYO I E
COMMUN DEV P MENT
Agenda Item I I.a.
Page 6
Color photos on file at City Hall for public review.
Agenda Item I I.a.
Page 7
. x.1J114ZkdK
RESOLUTION No.
RESOLUTION of THE CITY COUNCIL of THE CITY of
ARROYO GRANDE DENYING AN APPEAL FILED BY IN -N -OUT
BURGER AND UPHOLDING THE PLANNING COMMISSION'S
's
DENIAL of A REQUEST To MODIFY EXTERIOR LIGHTING
ELEVATIONS To INCLUDE A RECESSED LED LIGHTING SYSTEM
(APPEAL CASE No, 10-001 of ARCHITECTURAL REVIEW CASE
No. 10-001
WHEREAS, on September 7, 2010, the Planning Commission of the City o Arroyo
Grande denied the request by In -N -Out Burger to allow installation of a recessed LED
lighting system on its building, which is currently under construction at the - Cities
Center; and
WHEREAS, an appeal of the Planning Commission decision was filed by In -N -Out
Burger on September 8, 2010; and
WHEREAS., on September 14, 2010, the City Council conducted an appeal hearing in
accordance with the Municipal Code of the City of Arroyo Grande.
Noll, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo
Grande, that based upon the evidence and testimony presented at the hearing, and in
accordance with the requirement of section 1 .'1 .130 of the Arroyo Grande Municipal
Code relating to Minor use permits -- Architectural review, It is found and determined that
the proposal to install recessed LED lights on the building is not compatible with the
adjacent and neighboring structures in that there are no similar parapet lighting
techniques on any other buildings within the - Cities Center. Therefore, the design will
not produce a harmonious transition and will be out of character with the surrounding
site and uses. Accordingly, it can be found that the general appearance of the proposal
to add recessed LED lighting is not in keeping with the character of the neighborhood.
Based upon the foregoing findings the appeal of the Planning Commission's denial of
the request to install a recessed LED lighting system on the In -N -Out Burger building is
hereby denied.
On motion of Council Member
and by the following roll call Grote, to wit:
, seconded by Council Member
AYES:
NOES:
ABSENT:
the foregoing Resolution was passed and adopted this day of September,
2010.
Agenda Item I I.a.
Page 8
RESOLUTION NO.
PAGE 2
TONY F E R RARA, MAYOR
ATTEST:
KELLY 1ETMRE, CITY CLERK{
APPROVED AS TO CONTENT:
STEVEN ADAMS, CITY MANAGER
APPROVED AS TO FORM:
TIMOTHY J. CARMEL, CITY ATTORNEY
Agenda Item I I.a.
Page 9
ATTACHMENT
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO
OYO
GRANDE UPHOLDING AN APPEAL FILED BY IN -N -OUT BURGER
OF THE PLANNING COMMISSION'S DECISION AND APPROVING
A REQUEST UEST TO MODIFY EXTERIOR LIGHTING ELEVATIONS TO
INCLUDE A RECESSED LED LIGHTING SYSTEM (APPEAL CASE
NO. 10 -001 OF ARCHITECTURAL REVIEW CASE NO. 10-002)
WHEREAS, on
Grande denied
lighting system
Center; and
September 7, 2010 the Planning Commission of the
the request by In- N-Out Burger to ll w installation of
on its building, which is cu rrently under construction
City of Arroyo
recessed LED
at the - Cities
WHEREAS,, an appeal of the Planning Commission decision was filed by In -N -Out
Burger on September 8, 2010; and
WHEREAS, S, on September 14, 2010, the city Council conducted an appeal hearing in
accordance with the Municipal Code of the City of Arroyo Grande.
NOW, THEREFORE, E, RE IT RESOLVED by the City Council of the city of Arroyo
Grande, that based upon the evidence and testimony presented at the hearing, and in
accordance with the requirement of section 1 6.10.130 of the Arroyo Grande Municipal
Code relating to Minor use permits -- Architectural review, it is found and determined that
the proposed installation of recessed LED lights will enhance nighttime visibility and add
more architectural character to the building, and therefore the addition of recessed
lighting is an appropriate expression of the design concept and function and will be
visually harmonious with the surrounding site, structures and streetsca pes. used upon
this determination it can be found that:
1. The proposal is consistent with the architectural guidelines of the city, or guidelines
prepared for the area in which the project is located;
2. The proposal is consistent with the tent and maps of the Arroyo Grande general plan
and this title;
3. The proposal will not be detrimental to the health, safety, comfort and general
welfare of the persons residing or working in the neighborhood of the proposed
project;
4. The general appearance of the proposal is in keeping with the character of the
neigh
5. The proposal is not detrimental to the orderly and harmonious development of the
city;
0. The proposal will not impair the desirability of investment or occupation in the
neighborhood.
Agenda Item 11.a.
Page 10
R ESOLUTION N.
PAGE 2
Based upon the foregoing findings the appeal of the Planning Commission's denial of
the request to install a recessed LED lighting system on the In -N -Out Burger building i
hereby upheld.
O n motion f Council 11 ember , seconded by Council Member
and by the following roll cars vote, to wit:
AYES:
NOES:
ABSENT:
the foregoing Resolution was passed and adopted this � dally of September,
2010.
Agenda Item I I.a.
Page 11
RESOLUTION N .
PAGE
TONY FER AFA,MAYOR
ATTEST:
KELLY WETMORE, CITY CLERK
APPROVED AS TO CONTENT:
STEVEN ADAMS, CITY MANAGER
APPROVED AS TO FORM:
TIMOTHY J. CARMEL, CITY ATTORNEY
Agenda Item 11.a.
Page 12
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item 11.a.
Page 13
INCORPORATED
#3 r�
JULY 'o, 191t
MEMORANDUM
TO: CITY COUNCIL/REDEVELOPMENT AGENCY BOARD OF DIRECTORS
FROM: STEVEN ADAMS, CITY MANAGER/REDEVELOPMENT AGENC
EXECUTIVE DIRECTOR : K
SUBJECT. CONSIDERATION of EXCLUSIVE NEGOTIATION AGREEMENT WITH
LEGACY HOSPITALITY FOR PURCHASE AND HOTEL
DEVELOPMENT AT THE VACANT PARCEL OWNED BY THE
REDEVELOPMENT AGENCY AT FAEH STREET AND EL CAMINO
REAL
DATE: SEPTEMBER 14, 2010
RECOMMENDATION
It is recommended the City Council /RDA Board of Directors approve the proposed
Exclusive Negotiation Agreement (EN A) with Legacy Hospitality for purchase and
development of a hotel at the vacant parcel owned by the Redevelopment Agency at
Faeh Street and El Camino Beal.
FUNDING,
If approved costs and revenues associated with the project would b e determined
through the negotiation with the developer. The original cost to the Redevelopment
Agency for the parcel was approximately $830,000. The E1 A would include terms for
sale of the property. Some Redevelopment Agency financial assistance will likely be
necessary. Any proposed assistance would first be evaluated by the Redevelopment
Agency's consultant for recommendation.
BA CKGR OU N D:
The Redevelopment Agency acquired a vacant parcel at Faeh Street and El Camino
Real in 2006 to facilitate development of a mixed -use project or hotel. A hotel project
was identified as the preferred use and the site was previously identified in the City's
hotel /motel attraction strategy. The property was purchased in order to ensure
development is consistent with the pity's economic development program given its
op timal freeway exposure, as Drell as compatible with the neighborhood,
An Exclusive Negotiation Agreement ESA was entered into with two separate
developers in 2007 and 2008, but both were unsuccessful in developing a feasible
p roject. A Request for Proposals (R FP) w as also issued with no proposals received.
� �
Agenda Item 11. b.
Page 1
CITY COUNCIL
CONSIDERATION OF EXCLUSIVE NEGOTIATION AGREEMENT WITH LEGACY
HOSPITALITY FOR PURCHASE AND HOTEL DEVELOPMENT AT THE VACANT
PARCEL OWNED BY THE REDEVELOPMENT AGENCY AT FAEH STREET AND EL
CAMINO REAL
SEPTEMBER 14, 210
PAGE 2
ANALYSIS of ISSUES:
Efforts have been suspended the past year due to the difficulty hotel projects have
experienced in obtaining financing. However, staff recently renewed efforts at obtaining
a hotel at this site. One of the parties contacted was Legacy Hospitality, who had
expressed previous interest in this site. Legacy Hospitality is a local hotel developer
that has extensive experience nationally in development of hotel projects of various
sizes. In response to the City's efforts, they have indicated a willingness to assist the
City in pursuing a hotel project on the site, which would likely involve a three -story
building with underground parking. Potential brands targeted may include Fairfield Inn,
licrotel, and Quality Inn.
Staff is proposing to enter into an ENA at this time. The proposed term is six months in
order to allow the city to pursue alternative concepts if the develo is unable to make
progress toward a feasible proposal.
ADVANTAGES:
Approval of the Er A will provide an opportunity to pursue a project that meets the
original goals of acquiring the property by the Redevelopment nt Agency. A hotel project
would generate needed transient occupancy tax revenue to the City. It would generate
additional economic benefits by increasing tourism activity consistent with the City's
tourism effort. Sale of the property would reimburse costs of acquiring the property to
the Redevelopment Agency, which could be used to address other needs. The project
would also improve the area and provide a use compatible with the area.
DISADVANTAGES:
Some form of redevelopment assistance will likely be necessary In order to make the
project economically feasible. A hotel would not benefit the goals of the "Green
Corridor", which includes this property. The size of the property presents constraints to
achieving the number of rooms necessary to make a hotel project feasible. As a result,
the City will need to coordinate with the developer and residents to ensure the project is
designed to minimize a impacts on the adjacent neighborhood.
ALTERNATIVES.
The following alternatives are provided for the Council's consideration:
1. Approve recommended Exclusive Negotiation Agreement with Legacy Hospitality;
2. Modify as appropriate and approve the EIA;
3. Direct staff to solicit proposals again;
4. Direct staff to pursue alternative uses on the property, or
5. Provide direction to staff.
Agenda Item 11. b.
Page 2
CITY COUNCIL
CONSIDERATION ATIOI of EXCLUSIVE I EGOTIATION AGREEMENT T 11ITH LEGACY
HOSPITALITY FOR PURCHASE AND HOTEL DEVELOPMENT AT THE VACANT
PARCELOWNED BYTHEREDEVELOPMENTAGENCYATFAEHSTREETANDEL
CAMINO REAL
SEPTEMBER , 2010
PAGE
ENVIRONMENTAL REVIEW:
No environmental revie w is required for this item; Environmental ental review will be
prepared when a project is proposed.
PUBLIC NOTIFICATION AND COMMENTS:
The agenda was posted 'in front of City Hall on Thursday, September 9, 2010 and on
the City's website on Friday, September 10, 2010. In addition, letters were mailed to all
property owners of homes on Faeh Street directly facing the property, which updated
there on the proposal and requested therm to contact the City to schedule a meeting
prig to the Council meeting if they had questions or concerns. At the time the staff
report was prepared, no calls had been received.
Attachments:
1. Exclusive Negotiation Agreement with Legacy Hospitality
Agenda Item 11. b.
Page 3
ATTACHMENT 1
EXCLUSIVE NEGOTIATION AG EMENT
This Exclusive Negotiation Agreement "E1A" is made and entered into, to be
effective the day of September 201 "Effective Date"), by and among the City
of Arroyo Grande ("City"), a California general law city, the Arroyo Grande
Redevelopment Agency ("RDN'), a public entity organized under the laws of the State of
California, and Legacy Hospitality, A California Corporation, or assignee "Master
Developer"). (City, RDA, and the Master Developer are individually referred to as a
"Party" and collectively as the "Parties,"' and City and RDA are collectively referred to as
the "Agencies").
1T.~IT T
A. RDA is public body, corporate and politic, exercising governmental
functions and powers and organized and existing under the Cornniunity Redevelopment
Law of the State of California (Health and Safety Code Section 33000 et seq.
B. RDA is the owner of record of that certain real property consisting of
approximately 36,590 square feet of land area located on the north site of Feh Street
west of El Camino Real in the City of Arroyo Grande, County of San Buis Obispo, Mate
of California, more particularly described in the legal description attached hereto as
Exhibit "A'' ("Propert3e
C. On June 10, 1997, the City Council of the City of Arroyo Grande adopted
Ordinance No. 487 C.S. approving and adopting the Redevelopment Plan for the Arroyo
Grande Redevelopment Project ( "Redevelopment Plan"'), which Redevelopment elopment Flan
delineates the Arroyo Grande Redevelopment elopment Project Area "Project Area"). The
Property is located within the boundaries of the "Project Area."
D. Agency desires to implement the Redevelopment Flan for the Project Area
by considering the potential disposition of the Property to Developer for the possible
development of a hotel, and to this end, Master Developer and Agency desire to further
study and analyze the feasibility of the disposition of the Property to Master Developer
for the potential development of a hotel on the Property.
E. The Agencies and Master Developer desire to eater into this ENA, which
provides for the Agencies' exclusive negotiation with the taster Developer for up to six
( 6 ) months (the "Negotiation Period" ) for the purpose of effecting the timely performance
of all of the following: i the Master Developer's preparation, and the Agencies' review
( as applicable) of a Preliminary Site Plan for the Project; and (ii) the negotiation and
preparation of a disposition and development agreement that provides for, among other
things, a the Agencies' potential conveyance to the Master Developer of the Property;
( b ) Master Developer's preparation and processing of all land use entitlements required
for the development of the Project; and c the submittal to the Agencies by Master
1032/0246004W4
819868.02 a09/08/10 "
Agenda Item 11. b.
Page 4
1.8 Environmental Documents. The term "Environmental Documents" shall
mean all of the environmental documents to be prepared or directed by the Agencies
which are necessary to evaluate the potential environmental impacts of the Project and
Redevelopment Plan, and any related necessary actions required of the Agencies.
1.9 Expiration Date The terra "Expiration Date" skull have the meaning
ascribed in Section 3.1 hereof.
1.1 Master Developer The term "Master Developer" shall mean Legacy
Hospitality, a California Corporation as defined under the terms of this reement.
1.11 Preliminary Site Plan The term "Preliminary Site Plan" shall mean the
preliminary site plan for the Project to be prepared by the Master Developer, as further
described in Section 9 hereof . The Preliminary Site Plan shall 'include map generally
depicting the location of the Project, and identifying thereon each of the proposed land
uses comprising the Project.
1.12 Project. The term "Project" shall mean the hotel project proposed by the
Master Developer to be developed on RDA's Property.
1.13 Project Area The term "Project Area" shall mean the Arroyo Grande
Redevelopment Project Area adopted by way of Ordinance No. 487 C.S.
1.1 RDA's Pr peegy The Terra `RDA's Property" shall mean the Property
owned by RDA as described in Exhibit "A."
1.1 Redevelopment Plan The term "redevelopment Plan" shall mean the
Redevelopment Plan for the Arroyo Grande Redevelopment Project Area adopted by way
of Ordinance 1.487 C.S.
2. Agreement to Negotiate tiate Exclusively: Good Faith Negotiations
The Agencies agree that, during the Negotiation Period as defined in Section
below) and provided that the Raster Developer is not in Default of its obligations under
this E A, the Agencies shall negotiate exclusively the terms of the DDA with Master
Developer. Notwithstanding the foregoing, master Developer expressly ackn owledges
that Agencies are under no obligation to enter into a DDA with Master Developer at the
end o f the Negotiation Period.
3. Period of Ne atin
3.1 The Parties agree to negotiate in good faith for a period of six months ( 6 )
months,, commencing on the Effective Date. Subject to the provisions of Section 12, if
the Parties have not executed the DDA by the Expiration Bate, then this ETNA shall
automatically terminate; provided, however, the Parties may mutually agree to extend the
terra of this EFTA for additional periods, subject to City Council and Agency Board
1032/024600-0004
813868.02 a07/29/10 -3-
Agenda Item 11. b.
Page 5
approvals. If the Parties cannot agree upon such are extension, this ETNA shall
automatically terminate upon the Expiration Date.
3.2 This ENA may be terminated by written notice, without liability or
damage to the terminating PAY, i by the Agencies, if the Master Developer is in Default
of the terns hereof, as described in Section 11, the Master .Developer has involuntarily
filed for bankruptcy, or the /faster Developer has assigned or subcontracted any part of
the Master Developer's obligations or rights hereunder, in violation of the terns hereof,
without obtaining the Agencies' consent; (ii) by the Master Developer, if the City or RDA
are in Default of the terms hereof, as described in Section 11, or (iii) by the mutual
written agreement of the Parties.
3.3 Upon termination of this ENA, any interest that Master Developer may
have hereunder shall cease and the Agencies shall have the right to thereafter develop or
dispose of the Property as Agency shall determine appropriate in its sole and absolute
discretion.
4. Test and Survevs.
During the Negotiation Period, /faster Developer shall, to the extent reasonably
possible and at its on expense, conduct such tests, surveys, and other analyses as the
Master Developer deems necessary to determine the feasibility of designing and
constructing the Project on the Site, and shall complete such tests, surveys, and other
analyses as promptly as possible within the Negotiation Period. For these purposes, the
Agencies shall, and hereby do provide to Master Developer, its agents, consultants, and
representatives, a license to eater onto any the Agencies' Property to conduct such
inspections, tests, surreys, and other procedures as reasonably desired by Master
Developer ("Tests").
5. Topics for Negotiation of DIVA
The topics for negotiation of the DDA. include, among other things: i /faster
Developer's rights to lease or purchase the Property from the Agencies; ii method of
calculating and laying ground lease rents and/or purchase price; (iii) the terns of any
proposed ground lease or purchase deed including necessary covenants, conditions, and
restrictions affecting the Site; iv air rights use; management of the Project; i the
schedule of performance; (vii) availability of the Property to the Master Developer; (viii)
proposed land uses; i development layout; x preliminary design and architectural
concepts and plans; xi architecture of improvements to be constructed on the Property;
(xii)aesthetic considerations; xrrr the quality and type of construction; (xiv)
environmental responsibilities; (xv) the Master Developer's responsibility to obtain
environmental clearances, entitlements, and proj financing; (x vi) the terms of /faster
Developer's construction financing and the Agencies' reasonable right to review same;
vii any other considerations necessary to fully evaluate the feasibility and
implementation of the Project; (xviii) subdivision of the Site, and (xix) management of
the Project following potential disposition. to addition to the topics described herein the
1032/024600-0004
819868,02 a07/29/10
Agenda Item I I . b.
Page 6
Parties further agree to negotiate in good faith with each other with respect to such other
teams and conditions as may be necessary or appropriate to be included and provided for
in the DDA and to cooperate in the preparation thereof.
6. Master Developer's P y e t Obligations.
If it becomes necessary for the Agencies to incur costs associated with the
environmental review process, the Agencies shall request payment from the Master
Developer to cover such costs. Upon request by the Agencies, the Master Developer shall
provide the Agencies with payment in the amount requested for any studies agreed to by
the Agencies and plaster Developer.
7. Broker's Fees.
The Parties represent and warrant to each other that no broker or finder has been
engaged or is in anyway connected with the transactions contemplated by this ENA. In
the event any claim for brokers" or finders' fees is made in connection with the
transactions contemplated by this ENA, the Party upon whose statement, representation,
or agreement the claim is made shall indemnify, save harmless and defend the other
Parties from and against such claims.
8. Assisanment
8.1 The qualifications and identity of the Master Developer are of particular
interest to the Agencies. It is because of these qualifications and identity that the
Agencies have entered into this ENA with the Master Developer. Consequently, no
person, whether a voluntary or involuntary successor of M ter Developer, shall acquire
any rights or powers under this EFTA nor shall the Master Developer assign all or any part
of this EFTA without the prior written approval of the Agencies with such approval or
disapproval to be exercised at the Agencies' sole and absolute discretion. It is anticipated
that the plaster Developer will form and assign the o wnership interest to an LLC for this
project and will notify the Agencies of such assignment. A voluntary or involuntary sale
or transfer of any interest in the Master Developer shall be deemed to constitute an
assignment or transfer for the purposes of this Section 8. 1, and the written approval of the
Agencies shall be required prior to effecting such an assignment or transfer. The Master
Developer shall not, except as permitted by this ENA, assign or attempt to assign this
ENA or any rights or duties herein, without the prior written approval of the Agencies.
Any purported transfer in violation of the preceding two sentences, voluntarily or b
operation of law, except with the prior written consent of the Agencies, shall be null and
void and shall confer no rights whatsoever upon any purported assignee or transferee.
8.2 The Agencies may assess a separate fee for its approval of any assignment
so long as such fee does not exceed the total of the direct, reasonable costs incurred by the
Agencies related 'to the review and approval of the assignment, including all in -house
costs and expenses, direct third party expenses, consultant fees, and legal fees related to
1032/024600-004
$19868.02 a07/29/10 "
Agenda Item 11. b.
Page 7
the review and approval of the assignment. Such fee shall not exceed five thousand
dollars ($5,000) unless Master Developer is requested t, and does authorize a higher fee.
83 Nothing contained in this Section 8 of the ENA skull prohibit or in any
way limit Master Developer's ability to choose o replace consultants and other third
parties retained by the Master Developer to perform services relating to the Master
Developer's obligations under this ILIA.
9. Obligati of the Parties.
9.1 Upon Execution of this EN A, the Master Developer shall prepare and
submit to the Agencies the Preliminary Site Plan. The Agencies and/or Agency staff shall
review and provide comment to the Master Developer regarding the Preliminary Site Plan
within sixty days after receipt thereof from the Master Developer. within forty five
(45) days after the Master Developer receives comments from the Agencies regarding the
Preliminary Site Plan, the faster Developer shall revise, as necessary, and resubmit to
the Agencies and/or Agency staff, the Preliminary Site Plan. if additional changes to the
Preliminary Site Plan are necessary, the tieframes set forth above shall apply.
9.2 [upon the Agencies' non - binding approval of the Preliminary Site Plan, the
Agencies skull commence preparation of requisite Project Approvals and the
Environmental Documents. At this time the parties shall also commence negotiating and
preparing the DDA. Collectively, the Preliminary Site Plan, the Project Approvals and
the Environment Documents shall be referred to as the "Redevelopment Plan."
9.3 It shall be the obligation of the Master Developer to be fully and
completely familiar with all laws, rules, regulations, and practices of the Agencies and
any government agency having regulatory jurisdiction over the project and Master
Developer shall acquire and possess a clear understanding of the planning and design
criteria required by these and other agencies.
9.4 This ETNA is an agreement to enter into a period of exclusive negotiations
according to the terms hereof . T he Agencies and the Master Developer each expressly
reserves the right to decline to eater into the DDA in the event the Parties fall to negotiate
an agreement to the mutual satisfaction of the Agencies and the Master Developer at their
sole and absolute discretion. Except as expressly provided in this ENA, the Agencies and
Master Developer shall have no obligations or duties hereunder and no liability
whatsoever in the event the Parties fail to timely execute the DDA.
9.5 The Master Developer acknowledges and agrees that the Agencies have
not agreed to directly fund, subsidize, or otherwise financially contribute in any manner
toward the 1 preparation of the Preliminary Site Plan, or 2 the development of the
Project, or the Environmental Documents, except as expressly provided in this ENA
or as may be negotiated and included in the DDA.
10104600 -0004
8 19 869.0 2 a07/29/1 0 m6"
Agenda Item 11. b.
Page 8
9.6 By their execution of this ENA, the Agencies are not committing to r
agreeing to undertake: i disposition of the Site to the Master Developer; or h any other
acts or activities requiring the subsequent independent exercise of discretion by the City
Council or the Agency Board. The Parties recognize that one or more of the document
to be prepared by Agencies' staff as set forth herein may fail to be approved as a result of
subsequent studies, reviews, and proceedings invoking the excercise of discretion by the
Cit Council or Agency Board or any public agency having regulatory ,jurisdiction over
the Site or the Project. The Agencies shall not be liable to Master Developer for any
damages, injuries, or losses of any kind that the Master Developer may suffer as a result
of the use of discretion, as provided for herein, by one or more of the Agencies' or any
other public agency having regulatory jurisdiction over the Project or the Site, nor shall
the Agencies be compelled to take any action to avoid any such damages, injuries, or
losses. Except as provided in Section 11, Master Developer expressly and without
reservation or limitations of any kind holds the Agencies and all public agencies having
regulatory jurisdiction over the Site or the Project harmless for any damages, injuries, or
losses of any kind the Master Developer may suffer, directly or indirectly, as a result of
the lawful exercise of discretion made, rendered, detern fined, or implemented by one or
more of such agencies as provided under law or this Section 9..
9.7 Master Developer agrees to prepare and submit conceptual and schematic
plans for the project through the City's pre - application process. Within fifteen 1 days
of the completion of the pre - application process, based on the feedback received, Master
Developer may determine to cancel Agreement and Agencies shall reimburse any
unexpended funds remaining from the deposit.
10. Non-Liabilit y of Agencies' Officials and E mploy ees.
Without limiting the provisions set forth herein, no member, official,
representative, director, attorney, or employee of the Agencies shall be personally liable
to Master Developer or any successor in interest, in the event of any Default or breach by
the Agencies of any obligations under the terms of this ENA, or of any amount, if any,
which may become due to Master Developer or to its successor under the terms of this
EFTA.
11. Defaults.
11.1 Subject to the extensions of time set forth in Section 12, failure or delay by
any Party to perform any term or provision of this EFTA constitutes a Default under this
EFTA if, after receiving written notice of such failure or delay, the responsible Party fails
to commence to cure, correct, or remedy such failure or delay within thirty 30 days
thereafter and diligent pursue such cure, correction or remedy to completion.
11.2 In the event of a Default, the Parties or their representatives and such
additional persons as the Parties believe may be helpful in the resolution of any dispute,
shall meet and confer in good faith in an effort to resolve the dispute in an amicable
manner for a period of forty -five days, as such period may be extended by mutual
1032/024600-0004
819868.02 a07/29/10 -7-
Agenda Item 11. b.
Page 9
agreement of the Parties. If the dispute is not resolved in this manner, the dispute shall be
resolved pursuant to the following:
11.3 If the Parties are unable to resolve the dispute by voluntary settlement
within the period described above, the dispute shall be resolved by binding arbitration by
delivering a written demand for arbitration to the other Parties to the dispute.
11.4 Arbitration shall be conducted in San Luis Obispo County, California, in
accordance with California Code of Civil Procedure Sections 1280-1284.2, as amended
as of the date of submission of the dispute ("Rules"'), and as modified by this Section.. To
the extent there is a conflict between the provisions of this Section and the Rules,
however, the provisions of this Section shall govern. By mutual written agreement., the
Parties may vary any of the provisions of this Section and the Rules, including
modifications which designate an alternative dispute resolution procedure.
11.5 As used herein, a 4fo ualified arbitrator" means a party with at least ten 10
years experience in resolving disputes in the Central California area. Within thirty 0
days after any Party delivers written demand for arbitration, the Parties shall meet and
attempt to select, by mutual agreement, one 1 qualified arbitrator to act as the sole
arbitrator of the dispute. If the Parties cannot agree on an arbitrator within such 0 -clay
period, as such period may be extended by mutual agreement of the Parties, then, within
an additional thirty 0 clays, the Master Developer and the Agencies each shall
designate up to three qualified arbitrators and notify the other Parties in writing of the
designations. The qualified arbitrators so designated within such 30 -day period shall
constitute the "List of Arbitrators." If either the Master Developer or the Agencies fail to
designate any qualified arbitrators within such 0 -clay period, then the qualified
arbitrators designated by the other Party shall constitute the List of Arbitrators. Within
thirty 0 days after the List of Arbitrators has been constituted,, the Parties shall meet
and negotiate in good faith to select one l arbitrator from the List of Arbitrators to act as
the sole arbitrator of the dispute. If the Parties fail to select an arbitrator within such 0-
day period, such sole arbitrator shall be appointed from the List of Arbitrators by the
Presiding Judge of the Superior Court of San Luis Obispo County, California, upon
written application of a Party.
Discovery for the arbitration proceedings shall be conducted by the
arbitrator in accordance with the Rules, except to the extent otherwise provided in this
Section. The Parties desire to provide for the expeditious resolution of disputes.
Therefore, notwithstanding anything to the contrary set forth in the rules, discovery
conducted under the arbitration shall be limited as follows: s: i within twenty 20 days
after selection of the arbitrator, the Parties shall meet at a mutually - agreeable place and
conduct a mutual exchange of documents relating to the dispute; and (ii) at such meeting,
the arbitrator shall have the right to order the production of any additional documents
from any Party and to specify the nature and extent of other discovery which the arbitrator
determines is reasonably required, including, but not limited to, the taking of depositions
or the obtaining of expert reports. If the arbitrator determines that expert witnesses are
required, each Party shall be entitled to designate such an expert and the arbitrator may
1032/024600-0004
819868,02 a07/29/1 0 —8—
Agenda Item 11. b.
Page 10
designate a third expert, as the arbitrator deems appropriate. The arbitrator shall have
authority to set further discovery deadlines in order to facilitate the efficient conduct of
the arbitration.
11.6 A hearing shall be conducted by the arbitrator within sixty days after
selection of the arbitrator, unless the arbitrator determines that additional time is
reasonably required. The Parties shall submit such legal briefing o other s tatements of
position as the arbitrator may request.
11.7 within thirty days after completion of the hearing, the arbitrator shall
reach a written decision regarding the dispute and deliver the same to the Parties. Upon
the request of a Party, the arbitrator shall issue a written opinion of findings of fact and
conclusions of lave. The decision of the arbitrator shall 1 me final tern 1 clays after it
is delivered to the Parties and shall be binding on the Parties, conclusive and non-
appealable.
11.8 The arbitrator shall have the power and jurisdiction to resolve all disputes
and order all remedies available under applicable law or equity, consistent with the
provisions of this ENA, including, without limitation, ordering specific performance;
provided, however, that the arbitrator shall not have the power to award punitive
damages. The arbitrator shall resolve the dispute in accordance with applicable
substantive laws of the State of California..
11.9 The Parties shall share equally the arbitrator's fees and costs, but each
party shall bear its on attorneys' fees and other costs related to the presentation of its
case.
11, 10 Judgment upon the arbitration award may be entered in, confirmed and
enforced by the Superior Court of the County of San Luis Obispo, California.
11.11 The Parties hereby vase any right to a trial by a court or jury and agree
that any dispute arising out of the interpretation or performance of this ENA shall be
resolved by arbitration conducted pursuant to this Section.
10321024600 -0004
819868.02 a07/2 /10
Agenda Item 11. b.
Page 11
NOTICE. BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING
TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL
ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING
UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN
COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS
THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION of
DISPUTES" PROVISION. IP YOU REFUSE TO SUBMIT TO ARBITRATION
AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE of CIVIL
PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND
AGREE To SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN
THE `ARBITRATION OF DISPUTES" PROVISIONS TO NEUTRAL ARBITRATION.
CITY'S INITIALS: RDA' S INITIALS:
MASTER DEVELOPER'S INITIALS:
12. Enforced Delay; Extension of Times of Performance
In addition to specific provisions of this ENA, performance by either party
hereunder shall not be deemed to be in Default, and all performance and other dates
specified in this ENA shall be extended, where delays or Defaults are due to: war;
insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God;
acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority; litigation; unusually severe weather;
inability to secure necessary labor, materials or tools; delays of any contractor;
subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the
City or RDA, or any other public or governmental agency or entity (except that the acts or
failures to act of the City or RDA shall not excuse performance by the City or RDA); or
any other causes beyond the control or without the fault of the party claiming an
extension of time to perform. Notwithstanding anything to the contrary in this ENA, an
extension of time for any such cause shall be for the period of the enforced delay and
shall commence to run from the time of the commencement of the cause, if notice by the
party claiming such extension is seat to the other party within thirty 3 clays after the
commencement of the cause. Tunes of performance under this ENA may also be
extended in writing by the mutual agreement of the Parties. The RDA's Executive
Director and the City Manager shall also have the authority on behalf of the Agencies to
administratively approve extensions of time not to exceed a cumulative total of one 1
year.
1032/024600 -0004
819868.02 a07/29/10 -10-
Agenda Item 11. b.
Page 12
1 , Entire Areement.
This ENA represents the entire agreement of the Parties with respect to the
matters set forth herein and supersedes any and all prior wr itten, oral, or implied
agreements. This E1A may not be amended except in writing signed by all of the Parties
hereunder.
14, Covenant Against Discriminati
Master Developer shall not discriminate against nor segregate any person, or
group of persons on account of race, color, religion, creed, national origin, ancestry, sex,
sexual preference /orientation, age, disability, medical condition, Acquired Immune
Deficiency Syndrome (AIDS) - - -- acquired or perceived, retaliation for having filed
discrimination complaint, or marital status in the performance of its obligations under this
EIA.
15. Miscellaenous Provisions.
15.1 The recitals set forth in this ENA are part of this ETNA between and among
the Parties and shall be enforced and are deemed enforceable as any of the provisions set
forth in this EIA.
15.2 The Master Developer shall cooperate and participate in any and all public
outreach processes the Agencies may create to ensure timely and effective public
involvment and participation in the review and consideration of the various actions the
Master Developer or the Agencies are required to perfor m under the terms of this EN A.
15.3 In the event of third party litigation brought against Master Developer
and/or the Agencies in connection with this EN A, Master Developer agrees to save,
indemnify, defend, and Keep the Agencies, their officers, agents, employees, engineers,
and consultants for this E1A, harmless against any and all liability, claims, judgments,
costs, and demands, of any kind (including, without limitation, reasonable attorneys' fees)
arising out of or related to the Agencies' approval and/or the implementation of this EIA
(save and except claims or litigation arising through the willful misconduct Agencies),
including but not limited to claims or lawsuits of any kind that may be filed against
Lister Developer or the Agencies in connection with the Preliminary Site Plan, the
Project, and/or the Environmental Documents. The Master Developer will fully
reimburse Agencies for any expenditures, including reasonable attorneys' fees and costs,
Agencies may incur by reason of such natters, and if requested by Agencies, will defend
any such suits at the sole cost and expense of Master Developer.
15.4 Master ter Developer shall present the Agencies with evidence of a general
liability insurance polio, in a commercially reasonable amount, naming the Agencies as
additional insured by endorsement to the policy. The insurance policy shall ever all
liability and responsibilities of the Master Developer under this N and guarantee the
obligations of the Master Developer to indemnify and hold the Agencies harmless
1032/024600 -0004
819868.02 a071110 — —
Agenda Item 11. b.
Page 13
pursuant to Paragraph 14.3 of this ENA. The insurance procured shall be on an
4 `occurrence" basis, be effective at all times this EI A is in effect, and shall Provide for 30
days advance written notice to be provided to Agencies prior to cancellation or
modification.
15.5 No delay or omission in the exercise of any right or remedy of a non -
defaulting Party on any Default shall impair such right or remedy or be construed as
fiver. Any waiver by any Party of any Default must be in writing and shall not be a
waiver or any other Default concerning the same or any other provision of this EN A.
15.6 The ruts and remedies of the Parties are cumulative and the exercise by
any Party of one or more of such rights or remedies shall not preclude the exercise by it,
at the same or different tines, of any other rights or remedies for the same Default, or any
other Default by another Party.
15.7 The Parties agree that time is of the essence of t this ENA with respect, to
the deadlines set forth herein.
15.8 The text of this EIA is the product of negotiation among the Parties, each
of whom had the opportunity to have it reviewed by counsel of their choice, and is not to
be construed as having been prepared by any one Party.
16. Notices.
16.1 All notices or other communications required or permitted hereunder shall
be in writing, and shall be Personally delivered or sent by registered or certified mail,
postage prepaid, return receipt requested, delivered or seat by electronic transmission, and
shall be deemed received upon the earlier of i the slate of delivery to the address of the
person to receive such notice if delivered personally or by messenger or overnight
courier; (ii) three 3 business clays after the slate of posting by the United States Post
Office if by mail; or (iii) when sent if given by electronic transmission. Any notice,
request, demand, direction, or other communication sent by electronic transmission must
be confirnned within forty -eight 4 hours by letter nailed or delivered. notices or other
communications shall be addressed as follows:
If to City: City of Arroyo Grande
P.O. Box 550
Arroyo Grande, CA 93421
Attention: City Banger
If to RDA: Arroyo Grander Redevelopment elopment Agency
P.O. Box 550
Arroyo Grande, CA 93421
Attention: Executive Director
10321024600 -0004
819868.02 a07/29/1 0
-1-
Agenda Item 11. b.
Page 14
With Copies To: City Attorney
City of Arroyo Grande
P.O. Box 550
Arroyo Grande, CA 93421
If to Master Developer: Legacy Hospitality
P.O. Box 2188, 2463 Cranesbill Place
Avila Beach, CA 93424
Attention: President
Any Panty may, by written notice to the others, designate a different address,
which shall be substituted for that specified above,
IN WITNESS WHEREOF, the Agencies and Raster Developer have signed this
ENA as of the dates set forth below.
CITY of ARROYO GRANDE
ATTEST:
By:
Kelly Wetmore, City Clerk
APPROVED AS TO FORM:
By:
Timothy J. Carmel, Cit Attorney
1032/024600 -0004
819868.02 a07l ! 10
By;
Mayor
ARROYO GRANDE REDEVELOPMENT
AGENCY
I 161B
Chairperson
LEGACY HOSPITALITY
By .
President,
By ,
•
Secretary,
-13-
Agenda Item 11. b.
Page 15
EXHIBIT "All
THE LAND REFERRED TO HEREIN BELOW I6 SITUATED IN THE CITY OF Arroyo Grande, COUNT OF San Luis Obispo,
STATE OF CA AND IS DESCRIBED AS FOLLOWS:
PARCEL 1.*
Lots 1 to 10 inclusive in Block 14 and Lots 6 and 1 in Block 1 , all in Western Addition to the Town of Arroyo Grande in
the
City Arro rands , Coon of San Luis Obispo, State of California, according to map recorded April 10, 1894 in
County
Book B. Page 10 of Maps, in the office of the County Recorder of said County.
PARCEL .
That portion of Al pine Street , , as said street is shown on map of Western Addition to the Town of Arroyo Grande, in the City of Arroyo Grande,, County of San Loris Obispo, State of Ca lifornia according to map recorded April I, 1894 in Book B,
Rag Maps, 1 of Ma , in the Office of the County Recorder of said County, which is bounded on the Northwest by the
Northeasterly prolongation of the Northwesterly line of Lot 7 in Block 15 of said Addition, and bounded on the Southeast
by the Northwest line of Faeh Avenue as shown on said flap.
Agenda Item 11. b.
Page 16
pRROya
O F c9
' INCORPORATED 7
g
$ JULY 10, 1911
c4 tiFORS ‘P
MEMORANDUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER r
SUBJECT: SEPTEMBER 14, 2010 CITY COUNCIL AGENDA, ITEM 11.b.
EXCLUSIVE NEGOTIATION AGREEMENT
DATE: SEPTEMBER 13, 2010
Attached is Page 2 of the Exclusive Negotiation Agreement (Attachment 1) which was
inadvertently omitted from the document. Please insert this page into your Agenda
packet.
c: City Attorney
City Clerk
Developer of evidence of Master Developer's financial ability to develop and operate the
Project (collectively, the "DDA "); and (iii) the Agencies' preparation and circulation of
all requisite environmental documents (the "Environmental Documents ") to evaluate the
potential environmental impacts of the proposed Project and any related necessary actions
required of the Agencies, in accordance with the requirements of the California
Environmental Quality Act (California Public Resources Code §§ 21000 et seq.
( "CEQA ")).
F. The Master Developer is willing to pay for the Agencies' actual, out of
pocket consultant fees and costs incurred in preparing the Environmental Documents (the
"Approved Environmental Review Costs ").
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Definitions.
1.1 Additional Deposit. The term "Additional Deposit" shall mean an
additional deposit amount that the Agencies may request the Master Developer to provide
if the Agencies incur or will incur additional Approved Environmental Review Costs
after depleting the full amount of the Deposit, as further discussed in Section 6 hereof
1.2 Agency. The term "Agency" shall mean the Arroyo Grande
Redevelopment Agency, a public entity organized under the laws of the State of
California. At times, Agency shall also be referred to as "RDA" in this ENA.
1.3 Approved Environmental Review Costs. The term "Approved
Environmental Review Costs" shall mean the actual, out -of- pocket consultant fees and
costs the Agencies incur in preparing the Environmental Documents.
1.4 City. The term "City" shall mean the City of Arroyo Grande, a California
general law City.
1.5 Default. The term "Default" shall mean a failure or delay by any Party to
perform any term or provision of this ENA if, subject to Section 11, after receiving
written notice of such failure or delay, the responsible Party fails to commence to cure,
correct, or remedy such failure or delay within thirty (30) days thereafter and diligenty
pursue such cure, correction or remedy to completion.
1.6 Deposit. The term "Deposit" shall mean that certain deposit Master
Developer is required to provide to the Agencies, as further described in Section 6 hereof.
1.7 Development Plan. The term "Development Plan" shall mean the
development plan for the Project, to be prepared by the Master Developer, as further
described in Section 9 hereof.
1032/024600 -0004
819868.02 409/08/10 -2-
L INCORPORATED ,
in
Own
JULY a a, '
4[�/ F 0
To:
F
S
DAT
M EMORANDUM
CITY COUNCIL
STEVEN ADAMS, CITY MANAGER
CONSIDERATION of ANNUAL LOCAL S TALC
APPROPRIATIONS AND ALLOCATION REPORT AND -YEAR
PLAN
SEPTEMBER 14, 201
RECOMMENDATION:
It is recommended the City Council: 1 approve the proposed Annual Local Sales
Tax Appropriations and Allocation Report; 2 approve the proposed revised local
sales tax appropriations for FY 2010-11; and 3 approve the proposed local sales
to -ear plan.
FINANCIAL IMPACT:
Revenue from the local sales tax in FY 2010 -11 is projected to be approximately
$1,590,000. This is based on the actual revenue from FY 2009-10 Frith no
increase. Future years in the - year plan assume an increase of only 1.5%.
Therefore, staff believes the projections are conservative and realistic. If the
economy Improves, revenue could exceed these projections, but project costs
would also increase. As a result, the plan would remain accurate as long as
escalation in costs and revenues were commensurate with each other.
The existing fund balance is projected to be approximately $1.7 million. A total of
approximately $3,052,000 in FY 2010-11 expenditures are proposed, which will
result in a projected ending year fund balance of approximately $235,000, which
will maintain a 15% minimum reserve amount.
BACKG
In November 200 6, the voters of Arroyo Grande approved Treasure 0-0 6, which
established a half-cent local sales tax to meet City needs identified in the City's
long -range financial plan. The following four categories of needs were projected:
Agenda Item II.c.
Page 1
CITY COUNCIL
CONSIDERATION OF ANNUAL LOCAL SALES TAX APPROPRIATIONS AND
ALLOCATION REPORT AND 5 -YEAR PLAN
SEPTEMBER 14, 2010
PAGE 2
• Transportation projects, including upgrade of the Brisco Halcyon interchange;
• Infrastructure improvements, including the street, drainage and creek
systems;
• Public safety needs, including Police and Fire Department facilities,
equipment and staffing; and
• Facility upgrades to meet Americans with Disabilities Act (ADA) requirements.
To ensure accountability, the measure included a provision requiring the City to
publish and distribute an annual report to each household on the revenues and
e from the sales tax proceeds. As a result, staff has prepared the
next annual Local Sales Tax Allocation Report, which is presented in Attachment
1. The report consists of four pages. It is designed to be printed in a foldout
format. It includes both actual expenditures from Fly 2 0 0 9-10 and r corn mended
expenditures for Fly 2011 -12.
While not required by the measure, staff has also maintained a practice of
annually updating a -year plan. This enables the council to ensure that
immediate funding commitments are consistent with plans to achieve the long-
term goals of the original local sales tax measure. The recommended -year
plan is presented as Attachment 2.
ANALYSIS of ISSUES:
Despite experiencing major operational funding constraints from the economic
downturn, the City has maintained its commitment to spending local sales tax
revenues for the purposes communicated to the public when it was originally
proposed. The majority of the funds were intended to address capital
infrastructure and facility needs. Prior to approval of the local sales tax, the City
had minimal General Fund revenue available for capital improvements. vements. Since
the measure went into effect in 2007, the City has made substantial progress in
addressing some of the most urgent needs. Due to that progress, the City is now
in the position of being able to fund an effective ongoing maintenance program.
The proposed FY 2010-11 Budget and 5-year plan will make a number of
adjustments to the City's current -year Capital Improvement Program CIP
based upon staffs analysis of current needs and infrastructure maintenance
programs. If approved, the Fly 2010-11 Budget and cl P will be amended to
reflect the changes.
Recommendations mendations also reflect the priorities as established through the Critical
Needs Action Plan. Those include street and sidewalk repairs, the Brisco
Interchange project, and the police building project.
Agenda Item II.c.
Page 2
CITY COUNCIL
CONSIDERATION OF ANNUAL LOCAL SALES TAX APPROPRIATIONS AND
ALLOCATION REPORT AND 5 -YEAR PLAN
SEPTEMBER 14, 2010
PAGE 3
Highlights of key recommendations include the following:
The recommendations reflect the city's priority on street and sidewalk
improvements. An unprecedented $2.36 million will be budgeted to improve
the City's street system in FY 2010 -11. Nearly $1 million will be committed
to this category in following years, which by far represents the majority of
the funding allocation.
Funding has been increased for the El Camino Real resurfacing project in
order to address current cost projections and fully fund the'project.
A total of $400,000 i provided for the Pavement Management Program,
which will be escalated to $500,000 by the end of the -gear period. When
combined with other funding, this will represent a total projected $600,000 to
$700,000 dedicated annually to this program in future years. The proposed
Pavement Management Program update will be presented to the City
Council for consideration at the September 28, 2010 meeting. This amount
will fully fund the program. other funds are budgeted for street
reconstruction projects. Staff projects that the total funding programmed will
be sufficient to upgrade streets necessary to include all streets in the city in
the Pavement Management Program in the net three to four gears. It is
then proposed to implement a future preventative maintenance cycle of
seven years for all streets in the City. This will accomplish one of the major
goals of the local sales tax measure.
Funding projections include additional forecasted Federal revenue that is
anticipated the city will qualify for when South county exceeds 50,000 in
population following completion of the census. If this does not occur, the -
year plan will need to be adjusted to compensate for this revenue.
Funding for the sidewalk program is maintained at a consistent level.
Ho wever, given the progress over the past couple years in adding sidewalks
to a number of priority streets, staff is now recommending the funding be
dedicated primarily to sidewalk repairs. By combining use of contract
services that have developed a new tool to cut lifted sidewalks with use of
in -house staff for replacement of the worst deficiencies, staff has
established a goal of correcting all trip and fall repairs over the net three to
four year period.
• Funding projections will accommodate financing up to $2.5 million for the
risco Interchange project as early as Spring 2012. When combined with
Transportation Fund revenue and city property that may be used for the
project, this will enable the City to provide a local match of a projected $6 to
Agenda Item II.c.
Page 3
CITY COUNCIL
CONSIDERATION ATION of ANNUAL LOCAL SALES TAX APPROPRIATIONS AND
ALLOCATION REPORT AND 5-YEAR PLAN
SEPTEMBER 14, 201
PAGE 4
$7 million toward the project. Cost estimates have not yet been prepared
for the latest project alternative. However, staff believes this will exceed a
ono local match, which is well above the initial goal of 0 %.
Future funding in the 5-year plan has been increased for the Police building
project. Staff intends to have recommendations for cost effective
alternatives to address facility needs of the Police Department within the
net couple months. Recommendations of the -year plan will
accommodate financing close to $3.5 million as early as S pang 2011 for the
plan that is recommended.
Matching funds are included for a grant to prepare a citywide tree inventory.
Future funding is included in the -year plan to begin a more systematic
street tree trimming program, which was an original goal of the local sales
tax measure that has been delayed dine to other priorities.
Funding for increased costs necessary to implement the Five Cities Fire
Authority and matching funds for the Fire aerial apparatus grant are both
included in the FY 2010-11 and -gear plan recommendations.
Funding is budgeted and programmed in future years to address needs of
the Police firing range.
Funding is increased for City Hall to address all improvements necessary to
the former Farm Credit building, except for the elevator at this time.
Ongoing funding for creek improvements will continue to be funded at the
same level to be available for matching funds for grants the creek
coordinating group has been working on for Tally Ho Creek and the second
phase of the Newsom vsom Springs improvements.
.
• Funding is budgeted for drainage projects. Future funding is also
programmed to begin an ongoing program to upgrade corrugated metal
drainage pipes and cross gutters. Staff is currently developing a program to
prioritize and schedule these improvements.
Extension of the wall belo w Paulding school is recommended to be delayed
until FY 2011-12. Given the status of the project and priority on other
projects, it is anticipated that it would not be feasible to design and construct
the project this fiscal year.
Agenda Item II.c.
Page 4
CITY COUNCIL
CONSIDERATION of ANNUAL LOCAL SALES 'TALC APPROPRIATIONS AND
ALLOCATION REPORT AND -YEAR PLAN
SEPTEMBER 14,2010
PAGE
ALTERNATIVES:
The following alternatives are provided for consideration:
1. Approve staff's recommendation;
2. Direct staff to male adjustments to appropriations and approve the
recommendation;
3. Provide direction to staff.
ADVANTAGES:
The proposed report will educate the community regarding the expenditure of the
local sales funds, will provide transparency, and will meet the city's legal
obligations as set forth in the original ballot measure. The recommended
expenditures Increase funding for important projects, particularly street
improvements, and will 'rnaintain the city's commitment to utilizing the funding for
the purposes communicated to and endorsed by the community when the
measure was proposed.
DISADVANTAGES:
No disadvantages regarding the recommendations have been identified.
ENVIRONMENTAL REVIEW:
No environmental revie w is required for this item. Environmental revie w will be
performed individually for the projects identified within the funding report.
PUBLIC NOTIFICATION AND COMMENTS:
The agenda was posted in front of city Hall on Thursday, September 9, 2010 and
on the city's website on Friday, September 10, 2010.
Attachments:
1. Sales Tax Appropriations and Allocation Report
2. Local sales Tai 5 -year Revenue and Expenditure Projections
Agenda Item II.c.
Page 5
Attachment 1
� GTY OF
_.. CITY OF ARROYO GRANDE ..... ..
N . !N.. FY 2009 -10/ FY 2010 -11
CALIF LOCAL SALES TAX ALLOCATION REPORT
In November 2006, the voters of Arroyo G rande approved Measure 0 which established a half -cent local
sales tax to meet Ci needs identified in th e City's long -range financial plan. The following f our categories o f
needs were projected:
rt t n projects, including upgrade of the rise act Halcyon Road—
;°�x
T rang c p ,� ¢�
R
¢
.
interchange;
x � ; ry
1 ° }
H� �
H
• Inf im provements, including the s drainage an creek systems;
• Public safety needs, inc luding Police and Fire Department facilities, equipment
and staffing; and
• Facility upgrades to meet Americans wi th Disabilities Act ( ADA) requirements.
To ensure accountability, the measure included a provision requiring the City to
publish and distribute a n annual report to each household on the revenues and
expenditures from the sales tax proceeds. As a result, this report summarizes all
actual local sales tax expenditures for Fiscal Year 2009-10 and all budgeted local
sales tax expenditures for Fiscal Year 2010-11. Total costs for some items exceed the amounts listed clue to
revenues p from other sources.
If you have questions or would like additional inf orma t ion regarding any of the items or figures outlined in this
report, please feel free to contact City Fall at 473 -5400.
LOCAL SALES TAX ACTUAL AND BUDGETED EXPENDITURES
FO R FISCAL YEARS 2009 -10 AND 2010 -11
Item
In fractr»r+t» rp.
E . Branch Street resurfacing
Resurf acing acin as t B ranch Street at r l ti n of the streetscape street improvements—
construction is complete.
Crown Hill Sidewalk Project
Construction of sidewalks on Crown Hall to provide s pedestrian access for Pauldi
Middle School students—the total project ject cost was 344,000. The majority of costs were
funded through a Federal Safe Routes to School grant Construction is complete.
City Hall Parking Lot Bios ale
Construction of a bioswale in the parking lot behind City Hall to filter drainage water prior to
entering the creek — construction is complete.
Tally Ho Sidewalk Project
Construction of sidew W in missing segments in order r to create a c ontinuous pedestrian
route to the Village, crosswalk installation at James lay, and restrr ing - total project cost is
approximately $90,000. Addition l costs will be paid for from Federal al gr ant f unds.
Construction is scheduled to take place in September 2010.
Pearwood Street Resurfacing
Re surfacing o ` e r ood Street — construction is complete.
Orchard Street Neighborhood Resurfacing
Resurfacing of Orchard Street, Pilgrim Way, arroyo Avenue, and West Cherry Avenue
construction is complete.
FY 200 FY 2 01 0 - 1 1
Actual B
$ 1,442 $0
$3 1 9 230 0
$ 3 7 3 ,942 $
$4, 975 $10
$19, $20,311
$45 $344
Agenda Item II.c.
Page 6
LOCAL SALES TAX ACTUAL AND BUDGETED EXPENDITURES
FOR FISCAL YEARS 2009 -10 AND 2010 -11 (CONTINUED)
Item
Infrastructure (continued)
W. Branch Street Resurfacing
Resurfacing of W. Branch Street „from E Grand Avenue to a Park Boulevard— the total
budget is $929,000 and construction will he completed in September 2010. The remainder of
the costs rre Bonded from Water, Sewer and Federal grunt funds.
El Camino Deal Resurfacing
sui acin , utility, and sidewalk improvements on E l Camino Real from E Grand Avenue to
Oak Park Boulevard.— the total budget is $2,225,000 and construction will take place in
Spring 2011. he remainder of costs arefundedfrom Water, Sewer and Federal g rantfunds.
Pavement Management Program
The City's annual slurry seal street maintenance and improvement program, which consists Of
a preventative maintenance resurfacing acing o r a number cf.streets.
Newsom Springs Drainage Project
Improvements in the area of Branch Mill Road and E. Wherry Avenue to correct drainage
deficiencies—construction is under way and will a untied prim ril by private development.
Concrete Replacement Program
Materials for ongoing idewal , curb and gutter repairs made by ire -house ta, .'
Street Maintenance
Funding for ongoing street maintenance and repairs conducted by in -house stuff`.
Elm Street Sidewalks and Bike Lanes
A ddition of bike lanes and sidewalks in segments of Elm Street — the total cost is $ , , 000 with
the remainder o, , ndin from r Federal grant Construction is projected Fall 2010..
Drainage and Creek Preservation Projects
Funding for improvements a nd repairs to drainage a in r astructure and enhancements to the
City's creek system.
Retention Basin Maintenance
Ongoing maintenance of drainage retention basins conducted by in -house staff.
Creek Ivy Removal
Removal of non- native vegetation a long the Arroyo Grande Creek hank adjacent to 01ohan
Alley - initial work is complete, but annu al maintenance is required for four years in order to
remove unwanted regrowth of ivy.
Capital Project Planning Studies
Funding utilized or planning and engineering studies and administration associated with new
capital projects ects when infrastructure de are identified
Sidewalk Improvements
Fundingfor contract work and materials for in- house staff to repair damaged sidewalks..
Crown Dill AA Ramps and Crosswalk
Construction qfADA ramps and crosswalk at Crown Mild and B. Branch Street - construction
is projected in Spring 2011.
Short Street Narrowing wing and Realignment
Improvements to Short Street to narrow the street and enhance pedestrian access, as well as
improvements to the existing sewer fine--the total budget is $170,000. Construction i
projected in Spring 2011 and the remainder of costs will be fundedfrom Sewer funds.
Page
FY 2009-10 FY 2010 -11
Actual Budgeted
$33,922
$16,415
$322,140
$671,612
$1079385
$10,130
$24,293
$283
$11,682
$40,663
$20400
$6
$7,903
$0
0
$400,000
$45,870
$25,000
$1809000
$10-
$75,000
$20,400
$$,000
$7.
$50,000
$20,000
$150,000
Agenda Item II.c.
Page 7
LOCAL SALES TAX ACTUAL AND BUDGETED EXPENDITURES
FOR FISCAL YEARS 2009-10 AND 2010 -11 (CONTINUED)
FY 009 -
Item Actual
Infrastructure (continued)
Alpine Street resurfacing
Resurfacing portions of Alpine Street between Evian Court and Dodson Way in conjunction
with utility upgrades—construction is projected in Fall 2011.
Myrtle Street Resurfacing
Resurfacing o `Myr tl e Street—construction is projected in Full 2010.
City 'Tree Inventory
Matching funds for a State grunt to prepare a City-wide tree inventory, which will assist in
implementing a comprehensive street tree maintenance and trimming program —the toted
budget is , 000.
C lina Street and Via Ls Barranca Drainage Improvements
Construction of an underground drainage system to collect and discharge rising ground
water — construction is projected in Spring 2011.
Larchmnnt Drive Drainage Improvements
Installation of ` subsurface drainage improvements to redirect ground water that has been
seeping through the asphalt onto the roadway — construction is projected ject cd in Spring 2011.
Public Safety
Five Cities Fire JP
Costs associated with the prior addition of a tt lion Chief position ition to perfo m training and
administration functions and costs toform the Five Cities Fire Authority.
Emergency Operations Center
Equipment, supplies and staffing assistance necessary to prepare the City's Emergency
Operations Center ( E 0Q for disaster response operations.
Police Firing line
Upgrades to the Police, firing range to addressf needs and reduce future cleanup costs.
City Facilities
City Hall Complex Upgrade
Acquisition, design and upgrade costs to acquire the building at 300 E. Branch Street to
relocate and consolidate City staff, as well as implementation of a d igitalfiling system - total
net costs are estimated to be approximately ,$l. 8 million. Acquisition will be completed in
Fall 2010 and improvements are projected in spring 201 1. The majority of costs will be paid
from a Federal low-interest loan that will be rep i d f rom f uture Local Sales Tax, Water n d
Sewer its.
Corporation Yard Repairs
Repair and upgrade of 'orrpor ation Ya including painting, roof improvements,
building exterior and parking areas - the total project budget is $ 100, 000 and remainder of
costs were paid for from the Water and Sewer Funds.
Elm Street Community Center hoof Replacement
Replacement of roof t the Elm Street Communit Center - the tour! project budget is $2.5, 000
and the remainder of costs will be the C ommunity Center Facility Fund
MiarolinnPneve
Mailing of Annual Report
Funds budgetecdfor preparation and mailing of `this annual report.
Page
$4
$
$0
$0
$
$84,700
$1,485
0
$162,295
$17,697
$
$2,684
FY 2414 -11
Budgeted
$54,040
$77
$23,504
$15,000
$30,000
$90,004
$10,315
$8,40
$374,771
$
$10,000
$3,400
Agenda Item II.c.
Page 8
LOCAL SALES TAX ACTUAL AND BUDGETED EXPENDITURES
FOR FISCAL YEARS 2009 -10 AND 2010-11 (CONTINUED)
Summary Totals
Total
Beginning Fund Balance
Projected revenues
Projected Ending Fund Balance
t -.. CITY CF
C ft 9f e4rreVo G-nd4e
- City Manager's Office
P.O. Box 550 - Arroyo Grande, CA 93421
Pre -Sort Standard
U. S. Postage
PAID
Arroyo Grande
California
Permit #37
RSS
POSTAL CUSTOMER
ARROYO GRANDE, CA 93420
FY 2009-10 FY 2010 -11
Actual Budgeted
$1 $3
$1,206,037 $1
$1,583,649 $1,590,000
1 $235
Agenda Item 11.c.
Page 9
LOCAL SALES TALC REVENUE ADD EXPENDITURE PRO ECTIONS Aft chment 2
Item
FY 08 -09 FY 09 -10
FY 10 -11
FY 11 -12
FY 12 -13
FY 13 -14
FY 14 -1
East Branch Street cape
$51,402
$0
$0
$0
$0
$0
Brisc /Halcyon Interchange
$0
$0
$0
$
$100,000
$200,000
East Paulding Wall
$0
$
$40,000
$0
$0
$0
Subtotal Transportation
$51,402
$0
$40
$0
$100,000
$200,000
Pavement Management
$107,385
$400,000
$400,000
$400,000
$400,000
$500,000
Sidewalk alk Program
$11,682
$50,000
$50,000
$50,000
$50,0300
$60,000
Concrete Replacement
$24,293
$25,000
$25,000
$25,000
$25,000
$25,000
Street Maintenance
$283,135
$180,000
$100,000
$180,000
$180,000
$180,000
ADA Ramps
0
$20,000
$20,000
$20
$20,000
$25,000
Project Studies and Planning
$7,903
$7,500
$7,500
$7,500
$7t500
$7,500
El Camino Deal
$16,415
$671,612
$0
$0
$0
$0
W. Branch Street
$33,822
$822,140
$0
$0
$0
$0
Orchard Street
$45
$344,300
$0
0
$
0
Pearwood Avenue
$89,539
$20,311
$0
$0
$0
$0
Tally Ho Sidewalks
$4,975
$10
$0
$0
$0
$0
Elm Street Sidewalks
$0
$10,000
$0
$0
$0
$0
Crown Hill Sidewalks
$31,230
$0
$0
$0
0
$0
Myrtle Street
$0
$77,300
$0
0
$0
$0
Short Street
0
$150,000
$0
$0
$0
$0
Alpine Street
$0
$50,000
$0
$0
$0
$0
Tree Inventory
$0
$23,500
$0
$0
$0
$0
Traffic Way Extension
$0
$0
$100,000
$0
$0
$0
Greenwood Tract
$0
$0
$150,000
$200,000
$0
$0
Larchmont Street Improvements
$0
$0
$0
$25,000
$125,000
$0
Tree Tdrnming Program
$0
$0
$50,000
$50,000
$50,000
$50,000
Pecan Place
$0
$0
$0
$0
$50,000
$0
Subtotal Street Improvements
$658
$2,351,663
$932,500
$957,500
$907,500
$847,500
Ivy Removal
$6,703
$8,000
$8,000
$8,000
$3000
$3,000
Drainage /Creek Protection Projects
$40,663
$75,000
$75
$75,000
$75,000
$75,000
City Hall Parking Lot Bioswrale
$37
$0
$0
$0
$0
$0
Retention Basin Maintenance
$20,400
$20,400
$20,808
$21,224
$21
$22,032
Newsom Springs
$10,130
$45,870
$0
$0
$0
$0
olina &Via La Barrance Drainage
$0
$15,000
$150,000
$0
$0
$0
Lrchmont Drainage
$0
$30,000
$0
$0
$
$
Other Drainage Projects
$0
$0
$0
$75,000
$75,000
$75,000
Subtotal Drainage Improvement
$115,338
$194,270
$253,808
$179,224
$179,649
$180,082
Fire J PA
$86,185
$100,315
$95, 000
$96,900
$98,838
$100,515
Emergency Operations Center
$0
$0
$5,000
$5,000
$5
$5,000
Fire Apparatus
$0
$0
$22,000
$22,000
$22,000
$22,000
Police Station Expansion
$0
$0
$130,000
$260,000
$260,000
$250,000
Police Firing Range
$0
$8,000
$20,000
$20,000
$20,000
$20,000
Subtotal Public Safety
$86,185
$108,315
$272,000
$403,900
$405,338
$407,815
City Hall Relocation
$162,295
$374,771
$50,000
$60,000
$60,000
$60,000
Corporation bard Repairs
$171697
$0
$10,000
$10,000
$10,000
$10,000
Elm Street community Center Roof
$0
$10,000 _
$0
$0
$
$
Subtotal City Facilities
$179,992
$384,771
$70,000
$70,000
$70,000
$70,000
Mailing of Annual Report
$2,684
$3,000
$3,000
$3,000
$3,000
$3,000
Total
$1,092,180
$3,052,019
$1,621,308
$'1,6'13,624
$1 ,665,987
$1,708,396
Projected Revenue
1,583,649
1,590,000
1,613,850
1
1,662
1,687,568
Annual Change to Fund Balance
491,469
- 1,462,019
-7,456
24,434
-3,358
- 20,828
Balance
$1,206,037 $1,697,506
$235,487
$228,029
$ 5 63end 1 ? 61 11.
g
g228,276
Page 10
RO
A. MCORPORATED
`Y 104 1011 MEMORANDUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER
SUBJECT: CONSIDERATION OF LEAGUE OF CALIFORNIA CITIES
ANNUAL CONFERENCE RESOLUTIONS
DATE: SEPTEMBER 1 , 2010
RECOMMENDATION:
DATI I :
It is recommended the City Council provide direction regarding City positions on
the League of California Cities resolutions.
FINANCIAL IMPACT:
There is no financial impact from these items.
BACKGROUND:
This year's League of California Cities Annual Conference will be held
September 15-17 at the San Diego Convention Center. The annual business
meeting will be held at the on Friday, September 17 at 3:00 p.m. when the
membership takes action on Conference resolutions. Designated voting
delegates or their alternates) registered to attend the Annual Conference
constitute the League's General Assembly.
Annual Conference resolutions guide the League and its members in their efforts
to improve the quality, responsiveness and vitality of local government in
California. League bylaws state that any official of a Member City may, with the
approval of the City Council, be designated the City's designated voting delegate
or alternate delegate to any League meeting." At the June 22, 20 meeting,
Council Member Flay was selected by the Council to serve as the City voting
delegate. Mayor Pro Tern Guthrie was selected as the alternate.
ANALYSIS OF ISSUES:
There are sic resolutions that will be considered by the League of California
Cities Annual Conference General Assembly. The resolutions are attached for
consideration. The City Council may discuss taking positions on any or all of the
Agenda Item II.d.
Page 1
CITY COUNCIL
CONSIDERATION OF LEAGUE OF CALIFORNIA CITIES ANNUAL
CONFERENCE RESOLUTIONS
SEPTEMBER 14, 2010
PAGE 2
resolutions in o rder to provide direction to the voting delegate. Mayor Ferrara
currently serves on the League of California Cities' Board o f Directors. He
recommended the item be placed on the agenda so he can provide background
on some of the issues that have been discussed by the Board regarding the
resolutions and to provide an opportunity for other members o f the City Council
to have input.
ALTERNATIVES:
The following arlternatives are provided for consideration:
Provide direction to the voting delegate on one o more o f the resolutions;
- Provide input, but no direction;
-
Provide no input or direction on the resolutions; or
- Provide staff other direction.
ADVANTAGES:
Discussion of the resolutions will pr for better understanding of the potential
impact of the resolutions and provide all Council Members an opportunity for
input so the voting delegate may best represent an official position of the City.
DISADVANTAGES:
No disadvantages have been identified.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The agenda was posted in front of City Hall on Thursday, September g 2010 and
on the City's website on Friday, September 10, 2010.
Afta hments:
1. League of California Cities Resolution Packet
Agenda Item II.d.
Page 2
ATT 1
�
LEAGUE ] 4Q0 K Street, Suite 404 •Sacramento, California 95814
OF CALIFORNIA Phone: 916.658.8200 Fax: 916.658.8240
CITIES www.cacities.org
July 29, 2018
T: Mayors, City Managers and City Clerks
League Board of D irectors
General Resolutions Committee Members
Members, League Policy Committees to which Resolutions Are Referred
RE: Annual Conference Resolutions Packet
Notice of League Annual Meeting
Enclosed please find the 2010 Annual Conference Resolutions Packet.
Annual Conference in San Diego. This year's League Annual Conference will be held September 15-17 at
the San Diego Convention Center. The conference announcement has previously been sent to all cities and
we hope that y ou an your colleagues will be able to join us. More information about th conference i
available on the League's web site at www.cacities.or , we look forward to welcoming city officials to
the conference.
Annual Business Meeting - Friday, September 17, 3:00 p.m. The League's Annual Business Meeting
will be held at the San Diego Convention Center, Ballroom 20AB
Resolutions Packet. At the Annual Conference, the League will consider the six resolutions introduced, by
the deadline Friday, July 16, 2010, 5 p.m., for submittals by regular mail, or Saturday, July 17, midnight,
for submittals by e -mail or fax. These resolutions are included in this packet. we request that you distribute
this packet to your city council.
We encourage each city council to consider the resolutions and to determine a city position so that
your voting delegate can represent your city' position on each resolution. A copy of the resolutions packet is
posted on the League's web site for your convenience: w rw.cacities.org resol ti ns .
This resolutions packet contains additional information related to consideration of the resolutions at the
Annual Conference. This includes the date, time and location of the meetings at which resolutions will be
considered.
Voting Delegates. Each city council is encouraged to designate a voting delegate and two alternates to
represent them city at the Annual Business Meeting. A letter asking city councils to designate their voting
delegate and two alternates has already been sent to each city. Copies of the letter, voting delegate form, and
additional information are also available at: ww.cacities.or resolutions
Please Bring This Packet to the Annual Conference
September 1 -1 San Diego
Agenda Item IIA
Page 3
I.
INFORMATION AND PROCEDURES
RESOLUTIONS CONTAINED IN THIS PACKET: The League bylaws provide that resolutions shall be
referred by the president to an appropriate policy committee for review and recommendation. Resolutions
with committee recommendations shall then be considered by the General Resolutions Committee at the
Annual Conference.
This }year, six resolutions have been introduced for consideration by the Annual Conference and referred to
the League policy committees. Please note that two resolutions have been referred to more than one policy
committee for consideration.
POLICY COMMITTEES: Six policy committees will meet at the Annual Conference to consider and take
action on resolutions referred to them. These are: Administrative Services; Community Services; Environmental
Quality; Housing, Community Economic Development; Revenue and Taxation; and Transportation,
Communication Z. Public works. These committees will meet on Wednesday, September 15, 20 10 at the Hilton
ayfrent Hotel, located next to the San Diego Convention Center. Please see page iii for the policy committee
meeting schedule The sponsors o f the resolutions have been notified f the time and location of the meetings.
Two policy committees will not be meeting at the annual conference. These committees are: Employee
Relations and Public Safety.
GENERAL RESOLUTIONS COMMITTEE: This committee will meet at 4:00 p.m. on Thursday, September
16, at the San Diego Convention Center, Ballroom 20D, to consider the reports of the six policy committees
regarding the six resolutions. This committee includes one representative from each of the League's regional
divisions, functional departments and standing policy committees, as well as other individuals appointed by the
League president.
ANNUAL BUSINESS MEETING/GENERAL ASSEMBLY: This meeting will be held at
3-00 p.m. on Friday, September 17, at the San Diego Convention Center, Ballroom 20 C.
PETITIONED RESOLUTIONS: For those issues that develop after the normal 6 -day deadline, a
resolution may be introduced at the Annual Conference with a petition signed by designated voting
delegates of 10 percent of all member cities (48 valid signatures required) and presented to the Voting
Delegates Desk at least 24 hours prior to the time set for convening the Annual Business Session of the
General Assembly. This year, that deadline is 3:00 p.m., Thursday, September 16. if the petitioned
resolution is substantially similar in substance to a resolution already under consideration, the petitioned
resolution may be disqualified by the General Resolutions Committee.
Resolutions can be viewed on the League's web site: www.cacities.or resolutions.
Any questions concerning the resolutions procedures may be directed to Linda welch Diamond at the
League office: ldlannond @cacitl s. rg or (916) 658 -5224.
Agenda Item IIA
Page 4
II.
GUIDELINES FOR ANNUAL CONFERENCE RESOLUTIONS
Policy development is a vital and ongoing process within the League. The principal means for deciding policy
on the important issues facing cities and the League is through the League's eight standing policy committees
and the board of directors. The process allows for timely consideration of issues in a changing environment and
assures city officials the opportunity to both initiate and influence policy decisions.
Annual conference resolutions constitute an additional way to develop League policy. Resolutions should adhere
to the following criteria.
Guidelines for Annual Conference Resolutions
1. Only issues that have a direct bearing on municipal affairs should be considered or adopted at the
Annual Conference.
2. The issue is not of a purely local or regional concern.
3. The recommended policy should not simpl y restate existing League policy.
4. The resolution should be directed at achieving one of the following objectives:
a Focus public or media attention on an issue of major importance to cities.
b Establish a new direction for League policy by establishing general principals around which more
detailed policies may be developed by policy committees and the Board of Directors.
c Consider important issues not adequately addressed b y the policy committees and Board of
Directors.
d mend the League bylaws (requires 2 vote at General Assembly).
Agenda Item II.d.
Page 5
III.
LOCATION OF MEETINGS
Policy Committee fleeting
Wednesday, September 1 , 2010
Hilton Bayfront Motel, San Diego
1 Park Boulevard, Sari Diego - 19 ) 564-3333
( Located next to the Farr Diego Convention Center)
POLICY COMMITTEES MEETING AT ANNUAL CONFERENCE TO
DISCUSS AN ANNUAL CONFERENCE RESOLUTION
9:00 a.m. —10:30 a.m. 11:00 a.m. —12:30 p.m.
Administrative Services — Indigo II
Community Services — Indigo I
Environmental Quality — Indigo FI
Dousing, Comm. & Ern. le. — Indigo 202
Revenue and Taxation — Indigo 202
Transp., Comm. & Public Works — Indigo 204
Note These policy committees will IT meet at the Annual Conference:
Employee Relations and Public Safety
Li
General Resolutions Committee
Thursday, September 1, 2010 4:00 p.m.
San Diego Convention Center, Ballroom 20
111 Nest Harbor Drive, San Diego, CA 92101 - (619) 525 -5000
&4Yi
Annual Business Meeting and General Assembl
Friday, September 17, 2010, 3:00 p.m.
San Diego Convention Center, Ballroom 20AC
111 Vest Harbor Drive, San Diego, CA 92101 - (619) 525 -5000
in
Agenda Item II.d.
Page 6
rv.
KEY TO ACTIONS 'WAKEN ON RESO
Resolutions have been grouped by policy committees to which they have been assigned. Please note that two resolutions
have been assiened to more than one committee. These resolutions are noted by this sin .
Number Key word Index Reviewing Body Action
1 1 2 1 3
1 - Policy Committee Recommendation
to General Resolutions Committee
2 - General Resolutions Committee
3 - General Assembly
ADMINISTRA'T'IVE SERVICES POLICY COMMITTEE
1 2 3
1 Lea ue Bylaws Amendment
COMMUNITY SERVICES POLICY COMMITTEE
1 2 3
Let's Move Cam ai n
ENVIRONMENTAL QUALITY POLICY COMMITTEE
1
3 AB32 SB 375
HOUSING, COMMUNITY & ECONOMIC DEVELOPMENT POLICY COMMITTEE
1 2 3
3 A32/ SB 375
Responsible Bankin
REVENUE AND TAXATION POLICY COMMITTEE
1 2
3 B2/ SB 375
Res nsible Ban
Unfunded Mate Mandates
TRANSPORTATION, COMMUNICATION & PUBLIC WORDS POLICY COMMITTEE
1 2
3 B32 SB 375
Enhancing Public Saf
Please note: These committees will NOT meet at the annual conference: Employee Relations and Public Safety
Information pertaining to the Annual Conference Resolutions will also be posted on each committee's page on the League
Web site: www.cacities.or The entire Resolutions Packet will be posted t: www.cacities.org/resoluti*on
RESOLUTIONS INITIATED BY PE'T'ITION AT THE ANNUAL CONFERENCE
General Resolutions General
Committee Assembly
Recommendation Action
iv
Agenda Item II.d.
Page 7
KEY To ACTIONS TAKEN ON RESOLUTIONS (Continued
KEY TO REVIEWING BODIES
1. Policy Committee
2. General resolutions Committee
3 General Assembly
Action Footnotes
' Subject natter covered in another resolution
' * Existing League policy
* * Local authority presently exists
KEY To ACTIONS TAKEN
A - Approve
D - Disapprove
- No Action
R - Refer to appropriate policy committee for
study
a - Amend
Aa - Approve as amended
Aaa Approve with additional amendment (s)
lea - Amend and refer as amended to appropriate
policy committee for study
l as - Additional amendments and refer
Da - Amend (for clarity or brevity) and
Disapprove
Na - Amend (for clarity or brevity) and take
No Action
W - withdrawn by Sponsor
Procedural Note: Resolutions that are approved by the General Resolutions Committee, as well as all qualified
petitioned resolutions, are reported to the floor of the General Assembly. In addition, League policy provides the
following procedure for resolutions approved by League policy committees but not approved by the General
Resolutions Committee:
Resolutions initially recommended for approval and adoption by all the League policy committees to which
the resolution is assigned, but subsequently recommended for disapproval, referral or no action by the
General Resolutions Committee, shall then be placed on a consent agenda for consideration by the General
Assembly. The consent agenda shall include a brief description of the basis for the recommendations b y both
the policy committee(s) and General Resolutions Committee, as well as the recommended action by each.
Any voting delegate may make a motion to pull a resolution from the consent agenda in order to request the
opportunity to fully debate the resolution. If, upon a majority vote of the General Assembly, the request for
debate is approved, the General Assembly shall have the opportunity to debate and subsequently vote on the
resolution.
V
Agenda Item II.d.
Page 8
V•
2010 ANNUAL CONFERENCE RES LUTI NS
RESOLUTION REFERRED TO ADMINISTRATIVE SERVICES POLICY COMMITTEE
I. RESOLUTION RELATING TO LEAGUE BYLAWS NDMENTS
(2/3 vote at General Assembly required to approve)
Source League Board of Director
Referred to: Administrative Services Policy Committee
Recommendation to General Resolutions Committee:
WHEREAS, The League of Calif mia Cities i a nonprofit mutual benefit corporation under
California law, and, as such, is governed by corporate bylaws; and
WHEREAS, the League's Board of Directors periodically reviews the League's bylaws for issues of
clarity, practicality, compliance with current laws, and responsiveness to membership interests; and
WHEREAS, the League's Board of Directors convened a Bylaws Review mmitt to ay e
recommendations regarding various necessary amendments to ensure that the most qualified and committed
city officials are selected to serve on the League's Board, policy committees and other leadership positions,
representing a broad diversity of backgrounds, experience, abilities, geography and other factors, and that
any barriers to their selection are removed; and
VMEREAS, the Board of Directors approved the Bylaws Review Committee's recommendations
that identified amendments to the bylaws that: a encourage all segments of League membership to pursue
leadership positions within the League to advance the goal that the League Board of Directors reflects the
diverse ethnic and social fabric of California; b clarify the League Board's nomination procedures and
expand Board membership by four positions; and c provide guidance to avoid conflicts of interest for Board
and policy committee members with the expectation that decisions should be in the best overall interests of
cities statewide; and
VHEREAS, the League's Board offers amendments and additions to the following sections of the
bylaws for the membership's consideration:
1. Article VII, Section 1; new subsection 1 b: Board Diversity Policy, Board of Directors
2. Article V1I, Section 2 (c), (f): Composition, Board of Directors
rs
3. Article VII, Section (d): Nomination Process, Board of Directors
4. Article XIV, Section 1, new section: Conflicts of Interest
5. Article XI V., Section 4 9 new section: Ethical Considerations;
now, therefore, be it
RESOLVED, by the General Assembly of the League of California Cities assembled during the
Annual Conference in San Diego, September 17, 20 10, that the League make the specified changes to the
League bylaws by amending the above - referenced sections as indicated on Attachment A.
[Please see ATTACHMENT A, following background information, for text of proposed bylaws
amendments.]
111111111
6
Agenda Item II.d.
Page 9
BacUround Information on Resolution No. 1
Source: League Board of Directors
Title: Resolution Relating to League Bylaws Amendments
Background:
At its February, 20 10 Board meeting the League Board authorized the President to appoint a Bylaws review
Committee, consisting of a cross - section of current Board members, to review the provisions of League
bylaws. This included policies related to governing the nomination and election of League Board members
and officers with the goal of ensuring the most qualified and committed city officials are selected,
representing a broad diversity of backgrounds, experience, abilities, geography and other factors, and that
any barriers to their selection are removed. The Committee, chaired by First Vice President Jim Ridenour,
completed its work in four face -to -face meetings (April 2, April 29, June 17 and July 9 ) and submitted its
recommendations to the board. The Board approved the Committee's report and recommends the adoption of
the following five amendments to the League bylaws:
Amendment to Article VIL Section 1 . Board of Directors. The Committee reviewed a variety of
recommendations from previous task forces to encourage greater diversity on the board of directors.
It concluded that the best way to encourage greater diversity on the board of directors is to adopt a
clear and unequivocal policy statement that the various subunits of the League should encourage and
support all members to pursue leadership within the League with the ultimate goal of serving on the
board of directors. The League board recommends this proposal for approval.
Amendment to Article VIA Section 2. Composition of Board of directors. The Committee
examined the current composition of the board of directors and is proposing to expand the board by
two at -large positions and two large city positions to meet particular needs. Currently, the bylaws
provide for approximately 50 directors, including 16 from regional divisions, I 1 from functional
departments of the League e.., city attorneys, city managers, etc.), 10 at -large directors, the mayors
of the 8 largest cities (ranging from Los Angeles with 4,065,585 population to Oakland with 425,068
population, and the directors on the National League of Cities Board of Directors that are from
California (approximately 2 — 4 members). All must be from clues paying cities.
The Committee concluded that due to the overwhelming interest in the at -large positions 4 — 5 tunes
the applications as available seats each year) additional opportunities to serve on the League board
should be provided by increasing the available at -large seats from 10 to 1. The Committee also
concluded that large city representation should be adjusted to reflect the existence and political value
provided through the coalition of the state's "Big Tens' Mayors, by increasing big city mayoral
representation on the board from 8 to 10. The current make -up of the Board allows for only the
mayors of the eight largest cities. This excludes two important cities that participate regularly in the
coalition of the tern 1 largest cities in the state- -Santa Any (355,662) and Anaheim (348,467)- -with
which the League works closely. The League board recommends this proposal for approval.
Amendment to Article VII Section 5. Domination Process. The Committee examined problems
associated with the current process for the President selecting division representatives to serve on the
Board Nominating Committee. Each year the President selects representatives from half of the
regional divisions, but the bylaws exclude those board members who are candidates for an officer or
at -large position from serving. The Committee concluded that a problem can arise when the
President is unable to appoint another board representative from a division if one or all of its
representatives are candidates for officer or at -large positions. The proposed change would allow the
League President to appoint a substitute nominating committee member from the same regional
division, if available. If one is not available, the President shall appoint a substitute from a nearby
regional division. The League board recommends this proposal for approval.
Agenda Item 11.d.
Page 10
Amendment to Article XIV. Section_ 1 (new section) Conflicts of Interest. The Board of Directors
recently adopted a policy designed to reduce potential conflicts of interest by Board members and
policy committee members involved in the adoption of League policy and asked the Committee to
consider whether it should be proposed to be added to the League bylaws. The Committee
recommends that this step be taken. The proposed new language is a general statement that Board
members and policy committee members are expected to make decisions in the best overall interests
cities statewide, as opposed to narr ow parochial, personal, or financial interests. The League board
recommends this proposal for approval.
Amendment to Article XIV, Section 4 new section) Ethical Considerations. As part of the
guidance to avoid conflicts of interest by Board members and policy committee members, langua
related to ethical considerations is recommended to clarify that the items described under Article
XIV as prohibited transactions represent the floor and not the ceiling for standards of ethical conduct.
The additional guidance recommends abstention from decisions where personal conflict may exist.
The League board recommends this proposal for approval.
[NOTE: Please see ATTACHMENT T (page for text of proposed bylaws amendments.]
Agenda Item II.d.
Page 11
ATTACHMENT
Amendments to League Bylaws Proposed b y Resolution 1
imposed changes indicated by ba1dZft&s and urr rUmk
Please review in conjuction with s u a .ary provided in background infonnation of R esolution 1
Article VII: Board o f Directors
Section t: Role and Powers; B oardDiwrsi t P olic y
IL41 Subject to the provisions and limitations of the California Nonprofit Corporation Law,
any other applicable laws, and the provisions of these bylaws, the League's activities and
affairs are exercised by or under the direction of the League's control and direction of the
League. The League Board may d elegate the management of the L eague's a ffairs to any
person or group, including a committee, provided the League Board retains ultimate
responsibility for the actions of such person or group.
(b) The goal_ of the rr z*s to e nsure that the cr� ctors reflects h divers
ethnic a soc acl fabric of California. As such, each Division, De partment, Caucus,
and Policy C ommittee should encourage a nd suju ort members of el= race, ethnicity:
amender , awe# se ual orientation acrd heritage to seek d rslri �o itions � ithirt the
ea ue# with the ultimate goal of achteythe membership on the Board ofDirectors.
Article VII: Board of Directors
Section : Composition.
The League's Board is composed of the following:
a President, First Vice President and Second Vice who each serve a
term of one year;
(b ) The Immediate Past President who serves for a term of one gear, immediately succeeding
his or her term as President;
c Twelve Ten Directors -at- Large,
i who serve staggered two -year terms, and
(ii) At least one of whom is a representative of a small city with a population of 10,000 or less.
(d ) One Director to be elected from each of the regional divisions and functional
departments o f the League, each of whom serves for a terra of two years;
(e Members of the National League of Cities Board of Directors who hold an office in a
Member City; and
f Ten Directors that may be designated by the mayors of each of the ten largest
*ties in California to serve two -year terms.
Agenda Item 11.d.
Page 12
g For purposes of this section, the population of each city is the most current population as
determined by the California is Department of Finance, Demographic Research [knit, or its
successor agency or unit. If no successor agency or unit is named, the most current
population used to determine these dues shall be used to determine future dues until such
time as these bylaws are amended to designate a new source for determining city
population.
h Directors hold office until their successors are elected and qualified or, if they sit on the
League Board b virtue of their membership on the National League of Cities Board of
Directors, until their terms on the National League of Cities Board of Directors conclude.
Article VII: Board of Directors
Section : Nomination Process.
Candidates for Positions Ineligible. Candidates for officer and at -large positions on the
League Board are not eligible to serve on the nominating committee. In the event a
regional division representative on the nominating committee wishes to be a candidate for
an officer or at-large position, the League President will appoint a substitute nominating
committee member from the same re lona division, i available. arse i not a ail b e
the President shall qMoint a substitute „ r� a nearby regional division
Article xIPV: Prohibited Transactions
Section : Conflicts ofInterest
General Princip Members of the Lea ue board as well as members a lea ae policy e m trees
and members of standM2 or ad hoc committees a task forces eon r` kn members of the
Lea ue board o r Lear are Policy committees, are to make decisions in the best overaH
interests a cities statewide as ased t raarr are hiai personal or- n ial interests. This
is arrala . Xous to ei eiais beinue e
Xpec ted to make decisions z*n the best overall interests o th
communi as oppose t narrow private or self- interests.
Section 2 . Loans.
Except as permitted by California Nonprofit Corporation Law, the L eague may not make any loan of
money or property to, or guarantee the obligation of, any director or officer. This prohibition does not
prohibit the League from advancing funds to a League director or off er for expenses reasonably
anticipated to be incurred in performance of their duties as an officer or director, so long as such
individual would be entitled to be reimbursed for such expenses under League Board policies absent
that advance.
Section 3: Self - Dealing and Common Directorship Transactions.
a Self - Dealing 'Transactions. A self- dealing transaction is transaction to which the
League is a party and in which one or more of its directors has a material financial
interest.
to
Agenda Item 11.d.
Page 13
b Common Directorships, "Common directorships" occur when the League enters into a
transaction with an organization in which one of the League directors also serves on the
organisation's board.
c Pre - Transaction Approval. To approve a transaction involving either self-dealing or a
common directorship, the League Board shall determine, before the transaction, that,
i The League is entering into the transaction for its own benefit;
(ii) The transaction is fair and reasonable to the League at the time; and
(lit) After reasonable investigation, the League Board determines that it could not have
obtained a more advantageous arrangement with reasonable effort under the
circumstances.
Such determinations shall be made by the League Board in good faith, with knowledge of
the material facts concerning the transaction and the director's interest in the transaction,
without counting the vote of the interested director or directors.
d Post - Transaction Approval. when it is not reasonably practicable to obtain board
approval before entering into such transactions, a Board committee may approve such
transaction in a manner consistent with the requirements in the preceding paragraph,
provided that, at its next meeting, the full Board determines in good faith that the League
Board committee's approval of the transaction was consistent with such requirements and
that it was not reas practical to obtain advance approval by the full Board, and
ratifies the transaction by a majority of the directors then in office without the vote of any
interested director.'
Section 4: Ethical Considerations.
These restrictions, o 'coarse, re r sent the floor not the ceilke for ethical c onduct as ar Lem
board member or policy committee member. ff a board member or policy committee member
believes that there are cire istances u nder which the Lea ne's members might reason
question the board member's or policy committee member's ability to act soklx M the best
interests in the League and its member cities, the r u ent course is to abstain. As an xyMlre,
tyyically, Lea rge board members have abstained fromnarticivaling in decisions on Lgislation
that would affect organizations for which they work. Another exaggple is le is tion that would
r nir uely be a it a hoard member's city. Policy committee ttee nwmbers should also consider .
abstainin g in sim ar circumstances.
' See Cal. Corp. code § 7233 (specifying under what circumstances a self -dealing transaction is void or voidable).
I
Agenda Item 11.d.
Page 14
RESOLUTI ON-REFERRED TO COMMUNITY SERVICES POLICY COMMITTEE
2. RESOLUTION RELATING INN T THE NATIONAL LET'S MOVE CAMPAIGN
Source: League Board of Directors
Referred to: Community'Services Policy Committee
Recommendation to General Resolutions Committee:
WHEREAS, the League supports policies that focus on health and wellness, continuing
education, and healthier lifestyles in all communiti s; and
WHEREAS, many cities, counties, and schools have adopted policies, programs, and ordinances
that promote healthy lifestyles by making their communities walkable, promoting youth and senior
activities, eliminating the sale of junk food in city, county, or school facilities, providing incentives for
stores that sell fresh produce to locate in depressed neighborhoods, and providing exercise opportunities
for their residents; and
V HEREAS, city officials believe there are important, long -term community benefits to be gained
by encouraging healthy lifestyles, including a decrease in the rate o f childhood obesity and its negative
health - related impacts; and
WHEREAS, cities and other community partners can work together to understand the relationship
between obesity, land -use policies, redevelopment, and community planning; and
WHEREAS,, cities and other community partners can work together to ensure that there are safe
places for their residents to be active such as in parks, ball fields, pools, gyres, and recreation centers; and
WHEREAS, access to healthy foods has a direct impact on the overall health of our community
and planning for fresh food, open space, sidewalks, and parks should be a priority; and
WHEREAS, the League has partnered with the Healthy Eating Active Living (HEAL) Cities
Campaign to provide training and technical assistance to help city officials adopt policies that improve
their communities' physical activity and retail food environments; and
WHEREAS, the League wants to partner with and support the Let's Move! Campaign headed by
the First Lady of the United States, the President's Task Force on Childhood Obesity acid the Secretary of
Health and Human Services, in an effort to solve the challenge of childhood obesity within a generation;
now, therefore, be it
RESOLVED, by the General Assembly of the League of California Cities, assembled during the
Annual Conference in San Diego, September 1 "7, 2010, that the League encourages the existing 480
California cities to adopt preventative measures to fight obesity as set forth by the First Lady of the
United States of America In the Let's Move campaign; n; an 1, be it further
RESOLVED, that California cities be encouraged to sign -up with the [united States Department
of Health and Human Services — Region IX office as a Let's Move! City; and, be it further
RESOLVED, that California cities are encouraged to: 1 help parents make healthy family
choices; 2 create healthy schools; provide access to healthy and affordable foods; and 4 promote
physical activity.
1111111111
12
Agenda Item IIA
Page 15
Background Information on Resolution No.
Source: League Board of Directors
Title: Resolution Relating to the National Let's Move Campaign
Background:
According to the United States Dep artment of Health and Human Services lie ion 9:
In February, First Lady Michelle oba ra launched the Let's Move! campaign solve the childhood
obesity epidemic within a generation. First Lady obarna is expanding the effort to include a call to
action for mayors and other elected officials tojoin her Let's Move! Campaign "Let's Move Cities and
Towns' in an effort to leverage cities and communities unique ability to solve obesity locally and
adopt long - terra, sustainable, regional approaches tofight childhood obesity.
On February 2, 2010, President Barack obama established the Task Force on Childhood Obesity,
which includes .senior administration officials. The Task Force developed an interagency plan after
incorporating ing input from more than Z .500 public comments in o days. The plan details a coordinated
strategy, identifies key benchmarks, and outlines an action plan to end the problem cfchildhood
obesity within a generation.
League adopts resolution in 2004 This resolution related to f`enouraging healthier lifestyles for
children, adults, and seniors in cities throughout California." This resolution directed the League to
encourage cities to embrace policies that facilitate activities that promote healthier lifestyles, including
healthy diet and nutrition, and adopt city design and planning principles that enable citizens to undertake
exercise with the goal of achieving a more active and healthy community.
League adopts resolution in 2006 This resolution related to "encouraging health and wellness in cities."
This resolution directed that the League in cooperation with related League committees, departments, and
the CCS Partnership, work together to develop a clearinghouse of information that cities can use to
promote wellness policies and healthier cities. It also directed the League to develop a toolkit on the
League's website for cities to visit in order to share, fired and develop successful models of health and
wellness to use in their respective communities. It also established that health and wellness programs
become a topic of the Helen Putnam Awards Program beginning In 2007.
Previous Legislation SCR 31 was introduced by Senator Alex Padilla in 2007, which established
Healthy Communities Awareness Month. This Senate Concurrent resolution recognized the importance
of health and wellness in communities and declared the month of May as Healthy Communities
Awareness Month. This was a League sponsored resolution.
League. Partners with the Healthy Eating Active Living HEAL Cities arri ai : The HEAL Cities
Campaign provides training and technical assistance to help city officials adopt policies that improve their
communities" physical activity and retail food environments. The HEAL Cities Campaign, funded by
Kaiser Perrnanente and the Vitamin uses Consumer Settlement Fund, is a partnership of the League of
California Cities, the California Center for Public Health Advocacy, and the Cities Counties and Schools
Partnership. At its core the HEAL Cities Campaign believes that supporting healthy choices is essential
to address the obesity epidemic among California's children and adults, which they purport currently
costs the state nearly $50 billion annually in healthcare and lost productivity. Forty cities have adopted
resolutions and adopted specific action steps and a timeline in one of the several key campaign areas e.g.,
language in general plan, zoning ordinances governing street design or community gardens, joint use of
recreational facilities, and employee wellness). The HEAL campaign goals are:
1
Agenda Item 11.d.
Page 16
• To provide city officials information about the statewide obesity epidermic and demonstrate how the
c ommunity food environment, physical activity environment, children's out
e n v ironm e nt ( s ) , and soda consumption perpetuate the epidemics; anti,
• To inform city officials about the role they can play locally to fight the obesity and inactivity
epidemics through policy adoption, and to recommend those policies that would improve the physical
activity and food environments of their cities and make their community healthier.
Existing League policy on Healthy Cities The League encourages cities to embrace policies that
facilitate activities that promote healthier lifestyles, including healthy diet and nutrition, and t o adopt city
design and planning principles that enable citizens to undertake exercise with the goal of achieving a
more active and healthy community.
Institute for Local Government IL O Hea Neighborhoods:: ILG heads the Hea
Neighborhoods Pro which provides support and resources local officials can use to protect and
improve community health by integrating health considerations into their planning, land use and other
decisions. The resources the ILG wbsite off are geared to strengthen the efforts of local officials,
staff, planning and development professionals, and community residents in creating healthier
communities.
According to the Healthy Neighborhoods Project, healthy neighborhoods provide:
1 Places where walking and bicycling are safe and convenient and where residents of all ages and
abilities have the opportunity to be physically active; 2 Nutritious, fresh, culturally appropriate food —
grown locally whenever possible — is affordable and accessible, promoting health and boosting the local
economy; place where residents aren't exposed to environmental hazards or pollutants that
endanger their present or future health or well - being. ILG's Healthy Neighborhoods' website provides
current, relevant resources to aid in adapting general policies and strategies to reverse the negative trends
related to physical inactivity, unhealthy eating, and environmental hazards.
Rational League of Cities MQ Commends First Lady Michelle Obama for Including Cities and Towns
in Let's Move Campaign In a press release dated June 11, 20 1 NLC commends First Lady Michelle
bama for her newest initiative to combat childhood obesity, Le t's Move Cities and Towns. The release
continued that' NLC looks forward to working with the First Lady in encouraging local leaders to be
proactive in their approach against childhood obesity."
Through its Institute for Youth, Education and Families, NLC works to combat childhood obesity by
raising awareness among municipal leaders and providing therm with tools and resources to make changes
in their communities. Most recently, NLC and the Foundation for the Mid South, with support from
Leadership for Healthy Communities, a national program of the Robert Wood Johnson Foundation,
launched the Municipal Leadership for Healthy Southern Cities project. This initiative will help local
officials in Arkansas, Louisiana and Mississippi advance policies to promote healthy eating and activ
living in order to reduce childhood obesity. NLC also recently collaborated with the American
Association of School Administrators on a report, Community Wellness: Comprehensive City- School
Strategies to Deduce Childhood Obesity. For more information on this NLC initiative visit
www .nl c .org � i y ef .
14
Agenda Item IIA
Page 17
RESOLUTION REFERRED TO ENVIRONMENTAL OUALITY POLICY COMMITTEE,
RESOLUTION OPPOSING THE BOARD of DIR 'TORS' DECISION To DEFER
ACTION ON AB 32 AND SB 375 AND To ADOPT THE BOARD- APPOINTED TAI
FORCE RECOMMENDATIONS
ATION
Source: Desert Mountain Division
Referred to: Environmental Quality Policy Committee; Housing, Community & Economic
Development Policy Committee; Revenue and Taxation Policy Committee; and Transportation,
Communication & Public W orks Policy Committee
Recommendations to General Resolutions Committee:
Environmental Quality Policy Committee:
Housing, Community and Economic Development Policy ommittee
Revenue and Taxation Policy Committee:
Transportation, Communication & Public works Policy Committee:
WHEREAS, the Desert fountain Division of the League of California Cities has broad concerns
about the economy; and
WHEREAS, these concerns extend both to the ability of cities to deliver vital public services and
the viability of businesses which are critical to the State"s economic recovery; and
4rHERE S, the Desert /Mountain fountain Division of the League of California Cities is concerned that
cities lack the resources to implement existing State mandates imposed at either the regional or local
level; and
WHEREAS, the League of California Cities Board of Directors appointed a Task Porte to craft
a recommend regarding AB 32 and Sly 375, based upon the recommendations developed by four
policy committees; and
WHEREAS, the Task Force recommended that the League of California Cities Board of
Directors request specific actions by Governor Schwar and the California Air Resources Board
to delay certain deadlines and take other actions with respect to AB 32 and SB 375; and
WHEREAS, the League of California Cities Board of Directors rejected the specific
recommendations of the Task Force and four policy committees by deferring action on AB 32 and
SB 375; and
MERE S, the Desert /Mountain ountain Division of the League of California Cities wishes to file an
official protest of the Board of Directors iecisi n to defer action on a position regarding AB 32 and
SB 375; now, therefore, be it
RESOLVED, ED, bar the General Assembly of the League of California Cities, assembled during the
Annual Conference in San Diego, September 17, 2010, that the League of California Cities finds,
determines and orders the adoption of the consolidated recommendations of four policy committees and
the Board appointed Task Force, as follows:
1. Request that the Governor exercise his authority to delay individual AB 32 implementation
deadlines.
15
Agenda Item 11.d.
Page 18
2. Request that the California Air Resources Board take the following three actions
• Revisit and update economic and growth assumptions used to estimate 2020
business-as-usual emissions and recalculate AB 32 goal;
Consider local government costs in all future studies relating to AB 32 and SB 375; and
Request that the SB 375 targets be set in a way to reflect the economy and scarce
local resources.
I Support (but not sponsor) any legislation that would suspend or delay implementation of
SB 375 until there is funding and resources in place to implement individual mandates and
requirements associated with the bill; and, be it further,
R ESOLVED,, that the specific recommendations developed by the four policy committees and
Task Force be considered by the General Assembly at the Annual Conference unless the Board of
Directors reverses its deferred action stance on AB 32 and SB 375 and adopts the Task Force
recommendations.
1111111111
Background Information on resolution No.
Source: Desert Mountain Division
Title: Resolution Opposing the Board of Directors Decision to Defer Action on AB 32 and
SB 375 and to Adopt the Board - Appointed Task Force Recommendations
Background:
The Desert/Mountain Division adopted a Resolution formally opposing the Board of Directors decision to
defer action on the Task Force's recommendations regarding A B 32 and SB 375. we took this action out
of concern of the impact these regulations will have on our economy and our ability to serve our
constituents, and do not want to be complicit by remaining silent on this issue.
The recommended revisions to the League's current positions on AB 32 and SB 375 were crafted b y a
Board - appointed Task Force after study of the issue by four League policy committees. The changes
recommended specific actions by Governor Arnold Sc war enegger and the California Air resources
Board to delay certain deadlines and take other actions with respect to AB 32 and to suspend or delay the
implementation of SB 375 until state funding is provided for the implementation of its mandates.
The Desert/Mountain Division believes that the Board's decision to defer action on the specific
recommendations developed by the four policy committees and Board -- appointed Task Force does not
represent the majority of the member cities. This Resolution is being presented for consideration by the
General Assembly at the Annual Conference to allow the entire membership to igh in on the decision
of whether or not to adopt the Task Force recommendations regarding AB 32 and SB 375.
IV
Agenda Item 11.d.
Page 19
RESOLUTION REFERRED TO HOUSING, COMMUNITY & ECONOMIC DEVELOPMENT
POLICY COMMITTEE
3. RESOLUTION OPPOSING THE BOARD OF DIRECTORS DECISION TO DEFER
ACTION ON AD 32 AND SD 375 AND TO ADOPT THE BOARD - APPOINTED TASK
FORCE RECOMMENDATIONS
Resolution #3 also referred t0 these policy committees: Environmental Quality; Revenue and
Taxation; and Transportation, Communication & Public works. Please see Environmental
Onalily Policy Committee section for the resolution and background information.
1111111111
*4. RESOLUTION RELATING TO RESPONSIBLE BANKING
Source : Richard Alar d n, Council Member, Los Angeles and
Karen Avilla, City Treasurer, Carson
Referred to: Housing, Community & Economic Development Policy Committee; and
Revenue and Taxation Policy Committee
Recommendation to General Resolutions Committee:
Housing, Community and Economic Development Policy Committee:
Revenue and Taxation Policy Committee:
WHEREAS, cities strive to spend taxpayer dollars wisely on services; and
WHEREAS, cities invest taxpayer dollars with a range of institutions that provide financial
service contracts each year; and
WHEREAS, it is important to ensure that taxpayer dollars are invested in institutions that are not
just fiscally sound, but are committed to investing back into our communities, generating positive
investment and lending in our cities; and
WHEREAS, cities can help support the nation's economic recovery by supporting financial
institutions that in turn re- invest in our local communities; and
WHEREAS, the national Community Reinvestment Act, passed by the U.S. Congress in 1977,
pioneered the use of transparent, responsible banking, by starting a federal rating system to measure
banks' local lending and investment activity in the communities they tale deposits from, providing
accountability to the communities that institutions serge; and
WHEREAS, three decades have passed since the original passage of the Community
Reinvestment Act (CRA), and due in part to the dramatic changes in the U.S. banking system since this
time, CRA does not provide the level of detail needed for local municipalities to determine our financial
partners' lending activity and investment within a single city alone; and
WHEREAS, on March 20, 2002, the City of Philadelphia signed into law a requirement that all
banks authorized to receive deposits from the City submit an annual statement of community reinvestment
goals within Philadelphia, including but not limited to a summary of'the home loans, small business loans,
and Other lending and investment activity within Philadelphia, which independent studies
1'7
Agenda Item IIA
Page 20
have confirmed has resulted in increased access to credit among Philadelphia's minority and low- and
moderate -- income communities; and
WHEREAS, the City of Cleveland enacted into law a similar Community Reinvestment
Depository Ordinance in 1991, and since that time has negotiated over 10 1 i11ion in lending
commitments and investments through designated Community Reinvestment Initiative agreements with
designated depository banks, with an independent study by the Brookings Institution confirming that
compared to comparable rnidwestern cities Cleveland's CRA Ordinance has resulted in "'more bang for
the community development buck;" and
VHEREAS, on March 5, 201 , the Los Angeles City Council unanimously passed a Responsible
Banking Initiative that requires financial institutions with which the City contracts to provide an annual
"report card" detailing investment and lending activity within Los Angeles, to allow the City to reward
institutions that re- invest In Los Angeles by adding extra points to these institutions' applications during
the City's RFP process for financial service providers; and
WHEREAS, many municipalities could benefit from increased transparency about which of the
financial institutions their city taxpayer dollars are invested in are in turn re- investing in their city's
hordes, businesses, and nun - profits, which will allow clues to hold banks to a higher standard of r-
investment by offering increased city business to those that are generating higher levels of investment,
lending, and community service activity within their city; now, therefore, be it
RESOLVED, by the General Assembly of the League of California Cities, assembled during the
Annual Conference in San Diego, September 17, 201 , that the League of California Cities strongly
encourages municipalities to require transparent, responsible banking from the financial institutions
receiving city funds; and, be it further
RESOLVED,, that the League of California Cities serve a s a clearinghouse of information on the
responsible banking initiatives of municipalities across the country, such as those of Philadelphia,
Cleveland, Los Angeles and Carson, California; in order to help California cities interested in taping steps
to increase transparent, responsible banking in their own communities.
Bak round Information on Resolution loo.
Source: Richard Alarcon, Council Member, Los Angeles and Karen Avilla, City Treasurer, Carson
Title: Resolution Relating to Responsible Banking
Background:
As a Councilrnember from the City of Los Angeles and a Treasurer from the City of Carson, we know
that stewards of public finis must strive to ensure that taxpayer dollars are invested in businesses and
institutions that are not just fiscally sound, but committed to investing back into our communities.
On Friday, M arch 5 , 2010, the Los Angeles City Council unanimously passed a Responsible Banking
Initiative that Coun ilmember Alarc n introduced last year, which will require financial institutions with
which the City of Los Angeles does business to provide an annual "report card" detailing the institution's
investment and lending activity within the City.
The purpose of the report card is to determine which institutions the City does business with are in turn
reinvesting In the City, by extending credit to residents and businesses, and investing capital in
1
Agenda Item 11.d.
Page 21
communities and development projects. The report card will allow policy makers to reward institutions
with above average rates of impact in the City, while decreasing business with those institutions that d
not recycle dollars back into the local economy.
This effort could be likened to a local version of the federal Community Reinvestment Act., by allowin
local polieyrnakers to review the community reinvestment activity of the financial institutions with which
the City invests. It builds on the work of existing law in the cities of Philadelphia and Cleveland. Both the
City of Philadelphia, in 2002, and the City of Cleveland, in 1991, passed laws requiring annual statements
of community reinvestment goals from the institutions that manage their City deposits.
The City of Cleveland reports that, from 1991 through 2008, Cleveland has negotiated over 10 billion
dollars in lending commitments and investments with designated depository banks as a result of their
responsible banking law. In a 2003 report, the independent Brookings Institution compared three
Midwestern cities and praised the City of Cleveland for achieving "more bang for their community
development buck" through the use of their Community Reinvestment nt and other innovative City lags.
We owe it to the current and future residents of our Cities to ensure that taxpayer dollars are invested in
responsible banking institutions that are creating opportunities for investment and lending in our
communities. That's why we urge the League of California Cities to encourage municipalities to require
transparent, responsible banking from financial service providers. with the strength of our collective
wallets combined, Cities will be sending a powerful message to bans: invest in us, and we will invest
in you.
RESOLUTIONS REFERRED TO REVENUE AND TAXATION POLICY COMMITTEE
3. RESOLUTION OPPOSING THE BOARD OF DIRECTORS DECISION TO DEFER
ACTION ON AD 32 AND SB 375 AND TO ADOPT THE BOARD - APPOINTED TASK
FORE RECOMMENDATIONS
Resolution #3 also referred to these policy committees: Environmental Quality; Housing,
Community & Economic Development; and Transportation, Communication & Public works.
Please see Environmental Ouality Policy Committee section for the resolution and background
information.
1111111111
RESOLUTION RELATING TO RESPONSIBLE BANDING
Resolution #4 also referred to the Housing, Community & Economic Development policy
Committee. Please see the Housins, Uommuni ty & Economic De eio mcut Polio
Committee section for the resolution and background information.
1111111111
- Continued, Revenue and Taxation Resolutions -
1
Agenda Item IIA
Page 22
5 . RESO R To UNFU STAT MANDATES
Source: City of Santa Clarita.
Referred to: Revenue and Taxation Policy Committee
Recommendation to General Resolutions Committee
WHEREAS, unfunded mandates imposed upon local governments, including cities, counties and
special districts, by the State of California place a tremendous financial burden upon local governments; and
WHEREAS, some of the mandates placed upon local governments are the result of actions b
Boards and Commissions not directly accountable to the electorate; and
WHEREAS, the State of California and many local govemments within the state are under
financial duress due to the continuing national economic crisis, and
WHEREAS, approximately twelve percent of Californians, are currently unemployed and
struggling to pay for basic life necessities, well above the national average; and
WHEREAS, mandates enacted by the State of California ma y result in the need for local agencies
to increase fees or taxes to satisfy the requirements of the mandate; and
WHEREAS, as clued in a 2005 report on state mandates published by the League of California
Cities, the original intent of Property Tax Relief t of 1972, which established the concept of state
reimbursement of local agencies for state mandated activities, was to limit the ability of local agencies to
levy tars; and
WHEREAS, in 1979 the voters of the State of California approved Proposition 4 adding Article
X111 B to the California Constitution, requiring the state to provide a subvention of funds to local
governments for costs associated with state mandated programs, under specified conditions, and through
subsequent legislation creating the Commission on state mandates; and
WHEREAS, in 2004, the voters of the State of California adopted Proposition 1 A expanding the
constitutional protections for local governments regarding state mandates; and
WHEREAS, the State of California has struggled to balance its budget for the past several years
and has chosen to borrow funds from local governments, thus reducing traditional revenues to local
governments, forcing additional local program and service reductions and cutback; and
WHEREAS, various federal and state laws and regulations may result in the imposition of state
mandates on local governments; and
HERE S, an example of state unposed mandates are the establishment of Total Maximum
Daily Loads T DL for such things as bacteria, chloride, metals, and toxicity, and
)WHEREAS, in order to meet the obligations unposed by Regional water Quality Control Boards
throughout California, local agencies may need to implement or increase fees and taxes to pay for new
programs or facilities, in order to avoid penalties for non - compliance; and
2
Agenda Item II.d.
Page 23
WHEREAS, there appears to be no correlation between the imposition of state mandates, taxpayer
funded resources to pay for the costs of state mandates, California"s high unemployment rate, and the fiscal
conditions of the State of California and local governments; now, therefore be it
RESOLVED, by the General Assembly of the League of California Cities, assembled during the
Annual Conference in San Diego, September 17, 2010, that:
1. The League of California Cities work with its member cities and other local government partners
to identify situations in which local governments must increase fees or tars to meet state
mandated requirements; and
2. The League of California Cities petition the Governor of the State of California and Legislature of
the State of California to suspend or eliminate certain state mandates until improvement of the
national and California economy results in substantially lower statewide unemployment and fiscal
solvency of the State of California and local governments; and
3. The League of California Cities work with M embers of Congress and the government of the
United States to suspend or eliminate certain federal mandates, passed along to the states for
implementation, until the improvement of the national economy results in substantially lower
national unemployment and fiscal solvency of the United States, the State of California and local
governments; and
4. That the League of California Cities will support legislation to suspend, eliminate, or otherwise
modify the negative impacts of state mandates on local agencies, particularly in which a new local
tax or fee or tax or fee increase is necessary to implement the mandate.
111
Background Information on resolution No.
Source: City of Santa Clarita
Title: Resolution Relating to State Unfunded Mandates
Background:
Reaching back at least forty years, local governments, including cities, counties and special districts, have
struggled with mandates placed upon them by the State of California. Linder California lave, whenever
the Legislature, Governor, or a state agency enacts a new lave, executive order, regulation, or rule that
requires a local government to implement a new program or provide a higher level of service to an
existing program, the state shall reimburse the local agency for the increased cost.
Over the past two decades, the California Legislature has made a practice of borrowing, transferring,
shifting, or otherwise conveying from local governments. to the State of California, as part of the state
budget balancing process, what have historically been considered local revenues. The failure of the State
of California, for the most part, to repay these funds to local governments has led to ballot measures
restricting the ability of the state to use local revenues to balance its continual budget deficit.
Against this backdrop, state regulatory agencies continue to impose requirements upon local
governments, which may result in the need to increase local fees or taxes. Failure to implement the
regulatory requirements may result In the imposition of substantial financial penalties, which must be paid
for by the local government and ultimately, taxpayers or rate payers within the jurisdiction.
1
Agenda Item II.d.
Page 24
At a time when California's unemployment rate is in excess of 1 %, which is well above the national
unemployment rate, and California businesses are struggling to stay afloat in the worst national recession
since the great depression of the 1930s, the question of regulatory relief must be considered.
For example, many communities throughout the State of California are facing establishment of Total
Maximum Daily Load (TM DL) requirements for such things as bacteria, chloride, metals, and toxicity.
While the environmental or other goals that are sought to be achieved are laudable, regulatory
requirements must be sensitive to the overlaying statewide and national economic climate and the ability
of local governments to pay for new programs and enhancements. In the Santa Clarita area, the Los
Angeles regional water Quality Control Board, through imposition of a Chloride TM DL mandate and its
required implementation, is causing local sanitation district ratepayers to pay a 50% fee increase over four -
years for increased operational and new facility expenses and committing to long term additional
increases. Failure to approve the increase will likely invite substantial fines, totaling In the millions of
dollars collectively for the ratepayers.
In a time of economic uncertainty and high unemployment, is it appropriate to require California
taxpayers to pay for new regulatory requirements or is it reasonable to suspend or eliminate certain state
mandates until such time as unemployment levels return to more traditional levels and national, state and
local governments return to financial stability?
RESOLUTIONS REFERRED To TRANSPORTATION, COMMUNICATION
w
PUBLIC WORKS POLICY COMMITTEE
3. RESO OPPOSING TH BOARD of DIRECTORS D To DEFER
ACTION ON AB 32 AND SB 375 AND To ADOPT THE BOARD- APPOINTED TASK
FORC R
Resolution #3 also referred to these policy committees: Environmental Quality; Housing,
Community & Economic Development; and Revenue and Taxation. Please see Environmental
Ouality Policy Committee section for the resolution and background information.
6. RESOLUTION RELATED To ENHANCING PUBLIC SAFETY WHILE DRIVING
A MOTOR VEHICLE
Source City of Elk Grove
Referred to: Transportation, Communication & Public works Policy Committee
Recommendation to General Resolutions Committee:
V HEF EAS, cities throughout the State of California hold the health and safety of their residents
as a paramount concern; and
WHEREAS, the use of text messages has grown exponentially in recent years; and
WHEREAS, any time a driver attempts to send an electronic text message while driving, his or
her attention is diverted from the road; and
WHEREAS, E , a recent Virginia Tech study showed sending electronic text messages while driving
makes an accident 23 times more likely; and
Agenda Item IIA
Page 25
WHEREAS, a study conducted by The 'T'ransport Research Laboratory in the United Kingdom
showed that sending text messages while driving is riskier than driving under the influence of alcohol or
drugs; and
WHEREAS, Senate Bill 28 and California Vehicle Code Section 23123.5 ban writing, sending, or
reading electronic text messages while operating a motor vehicle in the state of California; and
4BREAS, the League supports this type of traffic safety enhancement as demonstrated through
their support of motorcycle helmets, child restraints, seat belt and speed limit laws; now, therefore, be it
RESOLVED, by the General Assembly o f the League of California Cities, assembled during the
Annual Conference in San Diego, September 17, 2010, that the League encourages cities to promote safe
driving across California and the education of the general public about the dangers of texting while driving.
Backizround Information on Resolution No,
Source: City of Elk Grove
Title: Resolution Relating to Enhancing Public Safety While Driving a Motor Vehicle
Background;
O September 24, 2008, the Governor of California, Arnold S hwar enegg r, signed Senate Bill 2
C'SB 28") into law. SB 28 is codified in section 23123.5 of the California Vehicle Code and prohibits
any person from driving a motor vehicle while using an electronic wireless communications device to
write, send, or read a text -based communication. Sly 28 complements an existing law which Governor
ehwarnggr signed in 2006 requiring motorists to use hands -free devices while tallying on a mobile
phone when driving a motor vehicle.
Many studies recognize that the distraction that occurs while using electronic devices while operating a
motor vehicle is very dangerous
It is estimated that 28% of crashes 1. 6 million crashes per year can be attributed to cell
phone tallying and texting while driving. (Source: Rational Safety Council)
Drivers who use hand -held devices are four times as likely to get into crashes serious enough to
injure themselves. (Source: Insurance Institute for Highway Safety)
Using a cell phone while driving delays a driver's reactions as much as having a blood alcohol
concentration at the legal limit of .08 percent. (Source: [university of Utah
h
Because the health and safety of the residents of Ells Grove is paramount to the members of the City
Council; on May 12, 2010, the Elk Grove City Council unanimously adopted a resolution promoting
awareness of the dangers of texting while driving. The City is embarking on an aggressive, yet
economical, public outreach campaign to educate its residents about the dangers of texting while driving,
which includes: educational lints on the City's web site, a flyer in the city's utility billing insert which
reaches every household, free promotional items for residents specifically geared toward this topic, and a
spotlight feature in the City's bimonthly newsletter.
Other cities in California are encouraged to enhance public safety in their community by educating
residents about the dangers of texting while driving a motor vehicle. Educational outreach will benefit
23
Agenda Item IIA
Page 26
drivers, passengers, by- standards, bicyclists, walkers and runners. focal governments have the ability to
implement cost - effective educational tools to communicate with residents about this important public
safety issue.
All local govenunent officials and employees in California want to protect their families, themselves, and
others. Please put down your phone when you are driving or use a hands -free device and do not text. It's
safe and it's the laver.
[ NOTE: No resolutions were assigned to the following policy committees: Employee relations and
Public Safety.]
4
Agenda Item II.d.
Page 27
THIS PAGE INTENTIONALLY LEFT BLANK
Agenda Item I I.d.
Page 28
4 ARROYO
° cP
s. INCORPORATED 9.
O m
c MEMORANDUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER V
SUBJECT: AGENDA ITEM 11D — SUPPLEMENTAL INFORMATION
DATE: SEPTEMBER 14, 2010
There was also an error in the Agenda Item 11D staff report involving the League of
California Cities Conference Resolutions. Council Member Fellows was the appointed
delegate and Council Member Ray was the alternate, who now will be serving as the
voting delegate since Council Member Fellows is not attending. Therefore, the
Council may want to take action to appoint a new alternate.
Please let me know if you have any questions.
PRROVO
O c P
INCORPORATED 2
V cu✓ 1 ui.�J ,g„
* MEMORANDUM
TO: CITY COUNCIL
v
FROM: TERESA McCLISH COMMUNITY DEVELOPMENT DIRECTOR
SUBJECT: SUPPLEMENTAL INFORMATION ITEM 8.M - CONSIDERATION OF
AN AWARD OF CONTRACT TO BARAJAS & ASSOCIATES, INC.
FOR THE TALLY HO SIDEWALK IMPROVEMENT PROJECT, PW
• 2009 -07
DATE: SEPTEMBER 14, 2010
I am forwarding this memorandum to correct a statement in the September 14, 2010
City Council staff report concerning the Silver Maple tree at 210 Tally Ho Road. The
report stated that the Silver Maple would be removed during construction. The
project design actually directs that the Silver Maple will remain intact. The sidewalk
will be constructed in the original configuration, narrowing to three feet (the ADA
minimum when obstructions are present) between the existing curb and the Silver
Maple.
Please let me know if you require any further information.