CTY OF RIO DELL CITY COUNCIL - SPECIAL MEETING - 4:30 P.M. RIO TUESDAY, MAY 27, 2025 DELL) CITY COUNCIL CHAMBERS 675 WILDWOOD AVENUE, RIO DELL CALIFORNA WELCOME - Copies ofthis agenda, staff reports, and other materials available to the City Council are available at the City Clerk's office in City Hall, 675 Wildwood Avenue, and on the City's website at tyoriodel.ca.gov. Your City Government welcomes your interest and hopes you will attend and participate in Rio Dell City Council meetings often. SPECIAL PUBLIC HEALTH EMERGENCY ALTERATIONS TO MEETING FORMAT CORONAVIRUS (COVID-19) City Council meetings are held in City Hall Council Chambers to in-person attendance by the public. The public may also attend these meeting virtually through Zoom. The meetings will also be viewable via livestreaming through our partners at Access Humboldt via their YouTube channel or Suddenlink (Optimum) channels on Cable TV. Public Comment by Email: In balancing the health risks associated with COVID-19 and need to conduct government in an open and transparent manner, public comment on agenda items can be submitted via email at pubicommentoctyofriodel.cagov Please note the agenda item the comment is directed to (example: Public Comments for items not on the agenda) and email no later than one-hour prior to the start ofthe Council meeting. Your comments will be read out loud, for up to three minutes. Meetings can be viewed on Access Humboldt's website at https//www.accesshumboldt.net, Suddenlink Channels 10, 11 & 12 or Access Humboldt's YouTube Channel at https//www.youtube.com/user/arer/accesshumboldt. Zoom Public Comment: When the Mayor announces the agenda item that you wish to comment on, call the conference line and turn off your TV or live stream. Please call the toll-free number 1-888-475-4499, enter meeting ID 987 154 0944 and press star (*) 9 on your phone - this will raise your hand. You will continue to hear the meeting on the call. When it is time for public comment on the item you wish to speak on, the Clerk will unmute your phone. You will hear a prompt that will indicate your phone is unmuted. Please state your name and begin your comment. You will have 3 minutes to comment. A. CALL TO ORDER B. ROLL CALL - SPECIAL MEETING MATTERS 1) 2025/0527.01 - Adopt Resolution No. 1633-2025 Approving a Funding Agreement with the State Water Resources Control Board to Receive a $1,490,550 Grant for the Project and Further Authorizing the City Manager to Act on the City's Behalf as the Authorized Agent to Carry Out the Responsibilities of the Funding Agreement DISCUSSION/POSSIBIE ACTION) Pg. 1 2) 2025/0527.02 - Provide Staff Direction on the Development of City Council Priorities for FY 2025-2026 DISCUSSION/POSSIBLE ACTION) Pg. 47 D. ANNOUNCEMENT OF ITEMS TO BE DISCUSSED IN CLOSED SESSION 1) 2025/0527.03 - Conference with Labor Negotiator Agency Negotiator: City Manager Employee Organizations = Rio Dell Employees Association, Rio Dell Police Officers Association, and All Contract Employees (Gov't Code $54957.6) E. PUBLIC COMMENT REGARDING CLOSED SESSION F. RECESS INTO CLOSED SESSION G. RECONVENE INTO OPEN SESSION H. ORAL ANNOUNCEMENTS I. ADJOURNMENT The next regular City Council meeting is scheduled for Tuesday, June 3, 2025 at 6:00 p.m. OTY OF MW Rio Dell Hall RIO City 675 Wildwood. Avenue DELL) Rio Dell, CA 95562 (707) 764-3532 CALIFORNIA ciyofriodel.ca.gor May 27, 2025 TO: Rio Dell City Council FROM: Kyle Knopp, City Manager SUBJECT: Approve Resolution No. 1633-2025 Approving of a Funding Agreement with the State Water Resources Control Board to receive a $1,490,550 grant for the Project and Further Authorizing the City Manager to Act on the City's Behalf as the Authorized Agent to Carry Out the Responsibilities of the Funding Agreement. ITI IS RECOMMENDED THAT THE CITY COUNCIL: Pass Resolution No. 1633-2025; or, take no action. BACKGROUND AND DISCUSSION This resolution authorizes the City to enter into a funding agreement with the California State Water Resources Control Board (SWRCB) to receive $1,490,550 in grant funding for the Painter Street Sewer Line Replacement Project. The resolution also designates the City Manager to execute the agreement and represent the City in carrying out all responsibilities under the funding agreement. The City of Rio Dell's wastewater collection system contains a critical component known as the "Painter Street Line" that is severely undersized and impaired. This deficiency results in regular sanitary sewer overflows (SSOs) during storm events at the end of Painter Street, creating public health and environmental concerns that the City is obligated to address. During the rainy season, the City periodically experiences these SSOs due to excessive inflow and infiltration (I&I) entering the collection system during rain events. A significant portion of this I&I consists of groundwater that infiltrates the aging sewer infrastructure. Testing conducted by the City comparing the SSO outflow to upstream river water has demonstrated that the river water actually contains higher contaminant levels than the SSO discharge, due to the sheer volume of diluting groundwater entering the system. However, despite this data, any flow that leaves the sanitary sewer collection system is classified by the State as raw sewage and subject to regulatory enforcement. -1- The City has identified this infrastructure issue as a priority but lacks the financial resources to complete the necessary improvements without external funding assistance. To address this challenge, the City submitted a financial assistance application as authorized by Resolution 1527-2022. The Painter Street Sewer Line Replacement Project involves upsizing the final pipe connection into the wastewater treatment plant to eliminate recurring sanitary sewer overflows during storm events. The project addresses the root cause of SSOs by increasing the capacity of the collection system to handle the excessive inflow and infiltration that occurs during rain events. Preliminary estimates indicate the total project cost will be approximately $3,000,000. The current grant of $1,490,550 represents the initial phase of funding, and City staff will continue working with the State Water Resources Control Board to secure additional grant funding to complete the entire project scope. Staff recommends that the City Council adopt Resolution No. 1633-2025. This funding agreement represents a critical step forward in addressing a longstanding infrastructure deficiency that poses ongoing public health and environmental regulatory risks. The substantial grant funding of$1,490,550 provides approximately half of the resources needed for this essential infrastructure improvement. Staff will continue pursuing additional grant funding to complete the full project scope estimated at $3,000,000. Approving this agreement allows the critical mitigation process to move forward while staff works to secure the remaining funding. The authorization of the City Manager to execute the agreement and manage the City's responsibilities ensures efficient project administration and timely compliance with all funding agreement requirements. Approval ofthis resolution will enable the City to move forward with a critical infrastructure project that will eliminate recurring sanitary sewer overflows, protect public health and the environment, and improve the reliability of the City's wastewater collection system. The $1,490,550 grant funding provides the financial resources necessary to complete this project without imposing additional costs on City ratepayers. III -2- CTY OF WW RIO - DELD) CAUFORNA RESOLUTION NO. 1633-2024 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIO DELL, CALIFORNIA APPROVING A FUNDING AGREEMENT WITH THE CALIFORNIA STATE WATER RESOURCES CONTROL BOARD AND DESIGNATING THE CITY MANAGER TO REPRESENT THE CITY IN CARRYING OUT THE RESPONSIBILITIES OF THE FUNDING AGREEMENT FOR THE PAINTER STREET SEWER LINE REPLACEMENT PROJECT, AS NECESARRY TO RECEIVE A $1,490,550 GRANT FOR THE PROJECT WHEREAS, the City of Rio Dell's wastewater collection system and a component of that system commonly referred to as the painter street line' are severely undersized and impaired resulting in regular sanitary sewer overflows during storm events; and WHEREAS, the City of Rio Dell seeks to end these regular sanitary sewer overflows; and WHEREAS, the City of Rio Dell is unable to solve this issue without robust financial support for the project; and WHEREAS, the City of Rio Dell is eligible to receive funding for the Painter Street Upsizing Project or other projects through the State Water Resources Control Board; and WHEREAS, Financial Assistance Applications and financing agreements need to be executed with the State Water Resources Control Board before such funds could be claimed; and WHEREAS, the City of Rio Dell submitted in 2022 a financial assistance application as authorized by Resolution 1527-2022. THEREFORE, BE IT RESOLVED that the City of Rio Dell does hereby resolve as follows: -3- SECTION 1. The City Council hereby authorizes that the project be carried out, that the City enter into a funding agreement with the Board to accept and expend State funds on the Project. SECTION 2. The City hereby resolves the City Manager to execute the funding agreement for the project. SECTION 3. The City Council hereby authorizes the City Manager, or his/her designee, to represent the City in carrying out the City's responsibilities under the funding agreement, including certifying invoices and disbursement requests for Project costs on behalf of the City and compliance with applicable state and federal laws. SECTION 4. The City Council hereby resolves and orders, that any and all actions, whether previously or subsequently taken by the City, which is consistent with the intent and purposes of the foregoing resolution, shall be, and hereby are, in all respects, ratified, approved and confirmed. SECTION 5. The City Council hereby certifies that the Project will comply with any laws and regulations including, but not limited to, legal requirements for building codes, health and safety codes, disabled access laws, environmental laws and, that prior to commencement of construction, all applicable permits will have been obtained. PASSED AND ADOPTED by the City Council of the City of Rio Dell, California, on May 27, 2025, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Debra Garnes, Mayor ATTEST: I, Karen Dunham, City Clerk for the City of Rio Dell, State of California, hereby certify the above to be a full, true and correct copy of Resolution No. 1633-2024 adopted by the City Council of the City of Rio Dell on May 27, 2025. Karen Dunham, City Clerk A Water Boards Clean Water rasi : : CLEAN WATER CONSTRUCTION GRANT AGREEMENT NO. D2404000 by and between CITY OF RIO DELL ("Recipient") AND CALIFORNIA STATE WATER RESOURCES CONTROL BOARD ("State Water Board") for the purpose of the PROJECT NO. C-06-8403-210 Painter Street Sewer Line Replacement Project ("Project") Section 13477.6 oft the Water Code, and Resolution Nos. 2024-0026 and 2019-0064. PROJECT FUNDING AMOUNT: $1,490,550 GRANT COMPONENT: $1,490,550 ESTIMATED REASONABLE PROJECT COST: $1,490,550 ELIGIBLE WORK START DATE: MAY 25, 2022 ELIGIBLE CONSTRUCTION START DATE: JULY 15, 2025 COMPLETION OF CONSTRUCTION DATE: DECEMBER 31, 2026 FINAL REIMBURSEMENT REQUEST DATE: MARCH 1, 2027 RECORDS RETENTION END DATE: DECEMBER 31, 2062 Adobe/ Acrobats Sign Transaction Number: CBICHBCBMBAdNMRe tkaan-BK.BglelyEqcp -5 City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 1 of 35 1. The State Water Board and the Recipient mutually promise, covenant, and agree to thet terms, provisions, and conditions of this Agreement, including the following Exhibits, which are attached hereto or are incorporated by reference: EXHIBIT A - SCOPE OF WORKAND SCHEDULE EXHIBIT B - FUNDING PROVISIONS EXHIBIT C - GENERAL TERMS AND CONDITIONS 2019-NOV EXHIBIT D. - SPECIAL CONDITIONS 2. The following documents are also incorporated by reference, as well as any documents incorporated by reference in Exhibit D: the Final Plans & Specifications, which are the basis for the construction contract to be awarded by the Recipient; the Waste Discharge Requirement Order No. R1-2017-0007, and National Pollutant Discharge Elimination System Permit No. CA0022748, and any amendments thereto; the federal Davis-Bacon requirements. By accepting this Agreement, the Recipient acknowledges and agrees to thet terms and conditions provided in the DBRAI Requirements for EPA Subrecipients JUS EPA (ntips/www.epa.govigrantsidba-requirements-epa- subrecipients). The Recipient shall ensure that the following language is included in all contracts and subcontracts funded under this Agreement: By accepting this contract, the contractor acknowledges and agrees to the terms and conditions provided in the Contract Provisions for Davis-Bacon: and Related Acts JUS EPA( CBS.MaeaseNganatsaERpAsdESanamésitlas (For reference, see also Itps/www.waterboardis.cagovwater. ssuesprogransgrants bansildawshacon.tm) 3. Party Contacts during the term of this Agreement are: State Water Board City of Rio Dell Section: Division of Financial Assistance Name: Gurleen Bhatia-Takhar, Project Name: Kyle Knopp, City Manager Manager Address: 1001 I Street, 16th Floor Address: 675 Wildwood Avenue City, Sacramento, CA 95814 City, State, Rio Dell, CA 95562 State, Zip: Zip: Phone: (916) 341-5641 Phone: (707) 764-5480 Fax: Fax: Email: CLEREEHEEA Email: ropr@chyoroelcagor Each party may change its contact upon written notice to the other party. While Party Contacts are contacts for day-to-day communications regarding Project work, the Recipient must provide official communications and notices to the Division's Deputy Director in addition to the Party Contacts. 4. Conditions precedent to this Agreement are set forth as follows: (a) The Recipient must deliver to the Division a resolution authorizing this Agreement and identifying its authorized representative by title. (b) The Recipient must deliver an opinion of general counsel satisfactory to the State Water Board's counsel dated on or after the date that the Recipient signs this Agreement. CWConstx19X2023 -6- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 2 of 35 5. The Recipient represents, warrants, and commits to the following as oft the Eligible Work Start Date and continuing thereafter for thet term of this Agreement, which shall be at least until the Records Retention End Date: (a) The Recipient agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents. (b) The execution and delivery of this Agreement, including all ncorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law. (c) None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. The Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Recipient is able to pay its debts as they become due. The Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability. (d) The Recipient is in compliance with all State Water Board funding agreements to which it is a party. 6. This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility. CWConstx19X2023 -7- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 3 of 35 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CITY OF RIO DELL: STATE WATER RESOURCES CONTROL BOARD: By: By: Name: Kyle Knopp Name: Joe Karkoski Title: City Manager Title: Deputy Director Division of Financial Assistance Date: Date: CWConstx19x2023 Adobe/ Acrobat Sign Transaction! Number: -----A -8- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 4 of 35 EXHIBIT A - SCOPE OF WORK AND SCHEDULE A.1 PROJECT PURPOSE AND DESCRIPTION. The Project is for the benefit of the Recipient and has a Useful Life of at least 50 years. The funding under this Agreement shall be used to address sanitary sewer overflow issues by upsizing the Painter Street sewer manhole line. A.2 SCOPE OF WORK. The Recipient agrees to do the following: Replace 2,300 feet of existing 12-inch diameter sewer pipe with 18-inch diameter pipe between Painter Street and City of Rio Dell Wastewater Facility. Replace 7 12-inch manholes with 60-inch manholes. Upon Completion of Construction, the Recipient must expeditiously initiate Project operations. A.3 SIGNAGE. The Recipient must place a professionally prepared sign at least four feet tall by eight feet wide made of % inch thick exterior grade plywood or other approved material in a prominent location on the Project site and must maintain the sign in good condition for the duration of Project implementation. The sign may include another agency's required information and must include, prominently displayed, the following disclosure statement and color logos (available from the Division): Clean Water Water Boards "Funding for this project has been provided in full or in part under California's Clean Water State Revolving Fund which is capitalized through a variety off funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds through an agreement with the State Water Resources Control Board." A.4 SCHEDULE. Failure to provide items by the due dates indicated in the table below may constitute a material violation of this Agreement. The Project Manager may adjust the dates in the "Estimated Due Date" column of this table, but Critical Due Date adjustments will require an amendment to this Agreement. The Recipient must complete and submit all work in time to be approved by the Division prior to Project Completion. As applicable for specific submittals, the Recipient must plan adequate time to solicit, receive, and address comments prior to submitting the final submittal. The Recipient must submit the final Reimbursement Request prior to the Final Reimbursement Request Date set forth on the Cover Page. Exhibit A -9- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 5 of 35 ITEM DESCRIPTION OF SUBMITTAL CRITICAL DUE ESTIMATED DUE DATE DATE EXHIBIT A - SCOPE OF WORK A. ADDITIONAL SUBMITTAL(S) TO DIVISION 1. Final Plans and Specifications N/A April 15, 2025 2. Final Budget Approval Package N/A May 30, 2025 B. REPORTS 1. Progress Reports N/A Quarterly 2. Final Inspection and Certification N/A September 30, 2026 3. Project Completion Report N/A December 31, 2026 4. As Needed Reports N/A TBD EXHIBIT B - REIMBURSEMENTS, BUDGET DETAIL, AND REPORTING PROVISIONS A. REIMBURSEMENTS 1. Reimbursement Requests N/A Quarterly 2. Final Reimbursement Request March 1, 2027 N/A The Recipient must award the prime construction contract and begin construction timely. The Recipient must deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date. The Division may require corrective work to be performed prior to Project Completion. The State Water Board is not obligated to reimburse corrective work under this Agreement. A.5 PROGRESS REPORTS. The Recipient must provide a progress report to the Division each quarter, beginning no later than 90 days after execution of this Agreement. The Recipient must provide a progress report with each Reimbursement Request. Failure to provide a complete and accurate progress report may result in the withholding of Project Funds, as set forth in Exhibits B and C. A progress report must contain the following information: 1) A: summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed; 2) A description of compliance with environmental requirements; 3) A listing of change orders including amount, description of work, and change in contract amount and schedule; and 4) Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions. A.6 PROJECT COMPLETION REPORT. (a) The Recipient must submit a Project Completion Report to the Division with a copy to the appropriate Regional Water Board on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must include the following: i. Description of the Project, Exhibit A -10- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 6 of 35 ii. Description of the water quality problem the Project sought to address, ii. Discussion of the Project's likelihood of successfully addressing that water quality problem in the future, and iv. Summary of compliance with applicable environmental conditions. (b) Ift the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for newi financial assistance, withhold reimbursements under this Agreement or other agreements, and begin administrative proceedings. A.7 DISADVANTAGED BUSINESS ENTERPRISE REPORTS. The Recipient shall comply with the Disadvantaged Business Enterprises (DBE) requirements in 40 CFR S 33.301 for the Project and require its contractors and subcontractors on the Project to comply. 40 CFRS 33.301 requires the use of good faith efforts to utilize DBE's whenever procuring construction, equipment, services, and supplies. The Recipient must report DBE utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. A.8 FINAL PROJECT INSPECTION AND CERTIFICATION. Upon completion of the Project, the Recipient must provide for a final inspection and must certify that the Project has been completed in accordance with this Agreement, any final plans and specifications submitted to the State Water Board, and any amendments or modifications thereto. Ifthe Project involves the planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, or other professionals, the final inspection and certification must be conducted by a California Registered Civil Engineer or other appropriate California registered professional. The results of thei final inspection and certification must be submitted to the Project Manager. Exhibit A -11- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 7 of 35 EXHIBIT B - FUNDING PROVISIONS B.1 ESTIMATED REASONABLE COST AND PROJECT FUNDS. The estimated reasonable cost of the total Project is set forth on the Cover Page of this Agreement, and is greater than or equal to the funding anticipated to be provided by the State Water Board under this Agreement. Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds not to exceed the amount oft the Project Funding Amount set forth on the Cover Page of this Agreement. B.2 RECIPIENT CONTRIBUTIONS. The Recipient must pay any and all costs connected with the Project including, without limitation, any and all Project Costs. Ifthe Project Funds are not sufficient to pay the Project Costs in full, the Recipient must nonetheless complete the Project and pay that portion of the Project Costs in excess of available Project Funds, and shall not be entitled to any reimbursement therefore from the State Water Board. B.3 VERIFIABLE DATA. Upon request by the Division, the Recipient must submit verifiable data to support deliverables specified in the Scope of Work. The Recipient's failure to comply with this requirement may be construed as a material breach of this Agreement. B.4 BUDGET COSTS Estimated budget costs are contained in the Summary Project Cost Table below: LINE ITEM TOTAL ESTIMATED PROJECT FUNDING COST AMOUNT Construction $865,440 $865,440 Pre-Purchased MaterialEquipment $0 $0 Real Property/Easement, Acquisition $0 $0 Change Order Contingency $298,110 $298,110 Force Account $0 $0 Allowances (Soft Costs) $327,000 $327,000 TOTAL $1,490,550 $1,490,550 The Division's Final Budget Approval and related Form 259 and Form 260 will document a more detailed budget of eligible Project Costs and Project funding amounts. Construction of the Project may be completed in phases with written approval of the Division. If construction proceeds under separate phases, the Recipient must submit a Final Budget Approval package and receive Final Budget Approval from the Division for each phase. The Recipient is prohibited from requesting disbursement amounts that represent Recipient's mark-ups to costs invoiced or otherwise requested by consultants or contractors. Project Costs incurred prior to the Eligible Work Start Date on the cover page of this Agreement are not eligible for reimbursement. Reasonable indirect costs may be allowable upon approval by the Division. B.5 LINE ITEM ADJUSTMENTS. Upon written request by the Recipient, the Division may adjust the line items of the budget at the time of Division's Final Budget Approval(s). Upon written request by the Recipient, the Division may also adjust the line items of Exhibit B -12- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 8 of 35 the budget at the time of Recipient's submittal of its final claim. Any line item adjustments to the budget that are due to a change in scope of work will require an Agreement amendment. The sum of adjusted line items in the budget must not exceed the Project Funding Amount. The Division may also propose budget adjustments. Under no circumstances may the sum of line items in the budget approved through the Final Budget Approval process exceed the Project Funding Amount. Any increase in the Project Funding Amount will require an Agreement amendment. B.6 REIMBURSEMENT PROCEDURE. Except as may be otherwise provided in this Agreement, reimbursements will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. To be eligible for reimbursement, Project Costs, including planning and design allowance costs, must have been incurred in compliance with all applicable requirements, including the cross-cutting requirements listed in Exhibits C and D. 2. The Recipient must submit a Reimbursement Request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late Reimbursement Requests may not be honored. 3. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under this Agreement. 4. The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of Reimbursement Request. Supporting documentation (e.g., receipts) must be submitted with each Reimbursement Request. The amount requested for Recipient's administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Reimbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Reimbursement Request. Upon request by the Division, supporting documents for professional and administrative services must include the employees' names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Reimbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 5. The Recipient must spend Project Funds within 30 days of receipt. Ifthe Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future reimbursements. 6. The Recipient must not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. 7. Notwithstanding any other provision of this Agreement, no reimbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. Notwithstanding any other provision of this Agreement, the Recipient agrees that the State Water Board may retain an amount equal to ten percent (10%) of the Project Funding Amount until Project Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Project Completion. Except as follows, construction costs and disbursements are not available until after the Division has issued a Final Budget Approval for the corresponding costs. The Deputy Director of the Division may authorize the disbursement of up to ten percent (10%) of Project Funds for the reimbursement of eligible construction costs and pre-purchased materials prior to Division approval of the final budget form submitted by the Recipient. All other construction costs are not eligible for reimbursement until after the Division has approved the corresponding final budget form submitted by the Recipient. Construction costs incurred prior to the Eligible Construction Start Date are not eligible for reimbursement Exhibit B -13- City of Riol Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 9 of 35 B.7 REVERTING FUNDS AND DISENCUMBRANCE. In the event the Recipient does not submit Reimbursement Requests for all funds encumbered under this Agreement timely, any remaining funds revert to the State. The State Water Board may notify the Recipient that the project file is closed, and any remaining balance will be disencumbered and unavailable for further use under the Agreement. Exhibit B -14- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 10 of 35 EXHIBIT C- GENERAL TERMS AND CONDITIONS 2019-NOV GENERAL TERMS AND CONDITIONS 2019-NOV is posted at htps/Nww.atepoards. ca.gov/water ssuesprogransgrants loans/general terms.html and replicated below: 1. DEFINITIONS. Unless otherwise specified in this Agreement, each capitalized term used in this Agreement has the following meaning: Agreement" means this agreement, including all exhibits and attachments hereto. "Cover Page" means the front page of this Agreement. "Days" means calendar days unless otherwise expressly indicated. "Deputy Director" means the Deputy Director of the Division. "Division" means the Division of Financial Assistance of the State Water Board or any other division or unit of the State Water Board authorized to administer this Agreement. "Event of Default" means the occurrence of any of the following events: a) A representation or warranty made by or on behalf of the Recipient in this Agreement or in any document furnished by or on behalf of the Recipient to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect; b) Failure by the Recipient to observe and perform any covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division; c) Initiation of proceedings seeking arrangement, reorganization, or any other relief under any applicable bankruptcy, insolvency, or other similar law; the appointment of or taking possession of the Recipient's property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; the Recipient's entering into a general assignment for the benefit of creditors; the initiation of resolutions or proceedings to terminate the Recipient's existence, or any action in furtherance of any of the foregoing; d) A determination pursuant to Gov. Code section 11137 that the Recipient has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code; or e) Loss of the Recipient's rights, licenses, permits, or privileges necessary for the Project, or the occurrence of any material restraint on the Recipient's enterprise by a government agency or court order. "Final Reimbursement Request Date" means the date set forth as such on the Cover Page of this Agreement, after which date, no further reimbursements or disbursements may be requested. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year. Exhibit C -15- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 11 of 35 "GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor, or the Uniform System of Accounts, as adopted by the California Public Utilities Commission for water utilities. "Material Obligation" means an obligation of the Recipient that is material to this transaction. "Party Contact" means, for the Recipient, the Authorized Representative of the Recipient or any designee of the Authorized Representative, and, for the State Water Board, the Division staff set forth in Section 2 of this Agreement. Project" means the Project funded by this Agreement as described in Exhibits A and B and in the documents incorporated by reference herein. "Project Completion" means, as determined by the Division, that the Project is complete to the reasonable satisfaction of the Division. "Project Costs" means the incurred costs of the Recipient which are eligible for funding under this Agreement, pursuant to applicable statutes, policy, regulations, or guidelines. "Project Funding Amount" means the maximum amount payable under this Agreement, as set forth on the Cover Page. "Project Funds" means all moneys disbursed to the Recipient by the State Water Board for eligible Project Costs pursuant to this Agreement. "Project Manager" means the person designated by the State Water Board to manage performance of this Agreement. The Project Manager is set forth on the Cover Page. "Records Retention End Date" means the last date that the Recipient is obligated to maintain records related to this Agreement and is set forth on the Cover Page of this Agreement. Regional Water Quality Control Board" or "Regional Water Board" means the appropriate Regional Water Quality Control Board. Reimbursement Period" means the period during which Project Funds may be disbursed. Reimbursement Request" means the Recipient's request for Project Funds from the State Water Board as set forth in Exhibit B. "State" means State of California. "State Water Board" means the State Water Resources Control Board. "Work Completion" means the Recipient's submittal of all work set forth under Exhibit A for review and approval by the Division. "Work Completion Date" means the date set forth on the Cover Page of this Agreement and is the last date on which Project Costs may be incurred under this Agreement. Exhibit C -16- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 12 of 35 "Year" means calendar year unless otherwise expressly indicated. 2. ACCESS, INSPECTION, AND PUBLIC RECORDS. The Recipient must ensure that the State Water Board, the State Auditor, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times through the Records Retention End Date or useful life of the Project, whichever is longer. The Recipient acknowledges that, except for a subset of information regarding archaeological records and personally identifiable information, the Project records and locations may be public records, including but not limited to all ofthe submissions accompanying the application, all of the documents incorporated into this Agreement by reference, and all reports, Reimbursement Requests, and supporting documentation submitted hereunder. 3. ACCOUNTING AND AUDITING STANDARDS; FINANCIAL MANAGEMENT SYSTEMS. The Recipient must maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets. Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient must: (a) Establish an official file for the Project which adequately documents all significant actions relative to the Project; (b) Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all Project Funds received under this Agreement; (c) Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to Project Funds disbursed under this Agreement; (d) Establish an accounting system which will accurately depict final total costs of the Project if authorized under this Agreement; (e) Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and (f) Ift the Recipient uses its own employees, equipment, or resources for any phase of the Project, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee. 4. AMENDMENT. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by both the Recipient and the Deputy Director or designee and approved as required. 5. ASSIGNABILITY. This Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the State Water Board. Amendment of the Agreement may be required. 6. AUDIT. The Division may call for an audit of financial information relative to the Project ift the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of State or federal requirements. If an audit is called for, the audit must be performed by a certified public accountant independent of the Recipient and at the cost of the Recipient. The audit must be in the form required by the Division. The Recipient must return, or ensure the return of, any audit disallowances within 30 days. Exhibit C -17- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 13 of 35 7. BONDING. Where construction contractors are used, the Recipient must not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement shall not apply to any contract for less than $25,000.00. 8. COMPETITIVE BIDDING. Recipient must adhere to any applicable State law or local ordinance for competitive bidding and applicable labor laws. If Recipient is a private entity, any construction contracts related in any way to the Project must be let by competitive bid procedures which assure award of such contracts to the lowest responsive and responsible bidders. Recipient must not award a construction contract until a summary of bids and identification of the selected lowest responsible bidder is submitted to and approved in writing by the Division. Recipient must provide a full explanation if Recipient is proposing to award a construction contract to anyone other than the lowest responsible bidder. 9. COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REQUIREMENTS. The Recipient must, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and State laws, rules, guidelines, regulations, and requirements and with provisions of the adopted environmental mitigation plan, if any, for the useful life oft the Project. 10. COMPUTER SOFTWARE. The Recipient certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. 11. CONFLICT OF INTEREST. The Recipient certifies that it, its owners, officers, directors, agents, representatives, and employees are in compliance with applicable State and federal conflict of interest laws and will remain in compliance for the useful life of the Project. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances. Public entities are required to have adopted conflict of interest codes and may be required to provide documentation of those codes to the Division. 12. DATA MANAGEMENT. The Recipient will undertake appropriate data management activities sO that Project data can be incorporated into statewide data systems. 13. DEBARRED, DISQUALIFIED, OR EXCLUDED CONTRACTORS. The Recipient must not contract or allow subcontracting with excluded parties. The Recipient must not contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, the Recipient must not contract with any individual or organization on the State Water Board's List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board's List of Disqualified Businesses and Persons is located at htp/www/walerboards.cagovwate. ssusprogransentorenforenenuhwadbpshin 14. DRUG-FREE WORKPLACE. The Recipient certifies that it will provide a drug-free workplace in compliance with the Drug-Free Workplace Act (Gov. Code. SS 8350-8357). The Recipient shall publish a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the Recipient's workplace and specifying the actions to be taken against employees for violations of the prohibition. The Recipient shall establish a drug-free awareness program to inform employees about the dangers Exhibit C -18- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 14 of 35 of drug abuse in the workplace, the Recipient's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation and employee assistance programs, and penalties that may be imposed upon employees for drug abuse violations. The Recipient shall provide that every employee who works on the Project receives a copy of the Recipient's drug-free workplace policy statement and agrees to abide by the terms of the statement as a condition of employment on the Project. 15. ENVIRONMENTAL CLEARANCE. No work that is subject to California Environmental Quality Act (CEQA) or the National Environmental Policy Act (NEPA) may proceed under this Agreement until the State Water Board has provided approval to proceed. Upon receipt and review of the Recipient's environmental documents, the State Water Board shall make the appropriate environmental findings before determining whether to approve construction or implementation funding for the Project under this Agreement. Providing approval for such construction or implementation funding is fully discretionary. The State Water Board may require changes in the scope of work or additional mitigation as a condition to providing construction or implementation funding under this Agreement. Recipient shall not perform any work subject to CEQA andlor NEPA before the State Water Board completes its environmental review and specifies any changes in scope or additional mitigation that may be required. Proceeding with work subject to CEQA and/or NEPA without approval by the State Water Board shall constitute a breach of a material provision of this Agreement. If this Project includes modification of a river or stream channel, the Recipient must fully mitigate environmental impacts resulting from the modification. The Recipient must provide documentation that the environmental impacts resulting from such modification will be fully mitigated considering all of the impacts of the modification and any mitigation, environmental enhancement, and environmental benefit resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or exceeds any negative environmental impacts of the Project. 16. FINAL REIMBURSEMENT REQUEST. The Recipient agrees to ensure that its final Reimbursement Request is received by the Division no later than the Final Reimbursement Request Date, unless prior approval has been granted by the Division. Ift the final Reimbursement Request is not received timely, the undisbursed balance of this Agreement may be deobligated. 17. FRAUD AND MISUSE OF PUBLIC FUNDS. All requests for disbursement must be accurate and signed by the Recipient or its Authorized Representative under penalty of perjury. All costs submitted pursuant to this Agreement must only be for the work or tasks set forth in this Agreement. The Recipient must not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other cost is improper and will not be compensated. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements and, notwithstanding any other section in this Agreement, the termination of this Agreement requiring the immediate repayment of all funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit and refer the matter to the Attorney General's Office or the appropriate district attorney's office for criminal prosecution or the imposition of civil liability. 18. FUNDING CONTINGENCY. The State Water Board's disbursement ofi funds hereunder is contingent on the Recipient's compliance with the terms and conditions of this Agreement. The State Water Board's obligation to disburse funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. Ifs sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of funds, the State Water Board shall not be obligated to make any Exhibit C -19- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 15 of 35 disbursements to the Recipient under this Agreement. If this Agreement's funding for any fiscal year expires due to reversion or is reduced, substantially delayed, or deleted by thel Budget Act, by Executive Order, or by order or action of the Department of Finance, the State Water Board has the option to either cancel this Agreement with no liability accruing to the State Water Board, or offer an amendment to the Recipient to reflect the reduced amount. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other entity. Ifany disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. 19. GOVERNING LAW. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. 20. RECIPIENT'S SHARE. The Recipient agrees that it will provide for the payment of its full share, if any share is required, of Project Costs and that all costs connected with the Project willl be timely paid by the Recipient. 21. INDEMNIFICATION AND STATE REVIEWS. The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, "Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient must also provide for the defense and indemnification of the Indemnified Persons in any contractual provision extending indemnity to the Recipient in any contract let for the performance of any work under this Agreement, and must cause the Indemnified Persons to be included within the scope of any provision fort the indemnification and defense of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any. judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section survive the term of this Agreement. Exhibit C -20- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 16 of 35 22. INDEPENDENT ACTOR. The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board. 23. INSPECTION. Throughout the useful life oft the Project, the State Water Board shall have the right to inspect the Project area to ascertain compliance with this Agreement. 24. INTEGRATION. This Agreement constitutes the complete and final agreement between the parties. No oral or written understanding or agreement not incorporated in this Agreement shall be binding on either party. 25. LIENS. The Recipient must not make any pledge of or place any lien on the Project or Project assets except upon consent of the Division. 26. NO DISCRIMINATION. The Recipient must comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, S 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project. If Project Funds are used to acquire or improve real property, the Recipient must include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property. The Recipient must comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b). The Recipient's obligations under this section shall survive the term of this Agreement. During the performance of this Agreement, Recipient and its contractors and subcontractors must not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, denial oft family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status. The Recipient, its contractors, and subcontractors must ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Recipient, its contractors, and subcontractors must comply with the provisions oft the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov. Code, $12990, subds. (a)-(f) et seq.;Cal. Code Regs., tit. 2, S 7285 et seq.) Such regulations are ncorporated into this Agreement by reference and made a part hereof as if set forth in full. The Recipient, its contractors, and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Recipient must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 27. NO THIRD-PARTY RIGHTS. This Agreement creates no rights in and grants no remedies to any third party as a beneficiary of this Agreement. 28. NO OBLIGATION OF THE STATE. Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement. 29. NON-WAIVER. Nothing in this Agreement shall affect or impair the Recipient's obligation to undertake work under this Agreement or shall affect or impair the right of the State Water Board to bring suit to enforce such work. No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a Exhibit C -21- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 17 of 35 waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement. Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. 30. OTHER FUNDING SOURCES; INCOME RESTRICTIONS. Iffunding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient must notify the Division. The Recipient may retain such funding up to an amount which equals the Recipient's contribution to Project costs. To the extent allowed by requirements of other funding sources, excess funding must be remitted to the State Water Board. The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient as related to this Agreement must be paid by the Recipient to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement. 31. PERMITS AND AUTHORIZATIONS. Recipient must procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses must be submitted to the Division before any construction or implementation begins. Any contractors, outside associates, or consultants required by the Recipient in connection with the services covered by this Agreement shall be limited to such individuals or firms as were specifically identified and agreed to during negotiations for this Agreement, or as are specifically authorized by the State Water Board's Project Manager during the performance of this Agreement. Any substitutions in, or additions to, such contractors, associates, or consultants, shall be subject to the prior written approval of the State Water Board's Project Manager. 32. PREVAILING WAGES. If applicable, the Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. If applicable, the Recipient must monitor all agreements subject to reimbursement from this Agreement to ensure that the applicable prevailing wage provisions of the State Labor Code are being met. Division of Industrial Relations (DIR) requirements may be found at: tp/adrcasosas For more information, please refer to DIR's Public Works Manual at: tpedasepwalmafomensindl. 33. PRIOR COSTS. No costs incurred prior to the Eligible Work Start Date are eligible for reimbursement. 34. PROFESSIONALS. The Recipient agrees that only licensed professionals will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, architectural, or geologic sciences, shall be prepared by or under the direction of persons registered to practice in California pursuant to Business and Professions Code, sections 5536.1, 6735, 7835, and 7835.1. As required by these laws, completed technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work. 35. RECORDS, INSPECTION, AUDITS, AND INTERVIEWS; RECORDS RETENTION. The Recipient must maintain separate books, records and other material relative to the Project and retain such books, records, subcontracts, and other material until at least the Records Retention End Date set forth on the Cover Page of this Agreement, The Recipient must require that such Exhibit C 22- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 18 of 35 books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the Department of Finance, the California State Auditor, the Bureau of State Audits, or any authorized representatives of the aforementioned, including federal funding agencies and their auditors, if any. The Recipient must allow and must require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section survive the term of this Agreement. 36. RELATED LITIGATION. Under no circumstances may the Recipient use funds from any reimbursement under this Agreement to pay costs associated with any litigation the Recipient pursues against the State Water Board or any Regional Water Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to complete the Project funded by this Agreement or to repay all oft the disbursed funds plus interest. 37. REMEDIES. The State Water Board may enforce its rights under this Agreement by any judicial proceeding, whether at law or in equity. None of the remedies available to the State Water Board shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy. Any dispute of the Recipient is limited to the rights and remedies provided to the Recipient under this Agreement and is subject to the procedures provided to the Recipient under this Agreement. 38. REPORTS - AS NEEDED. The Recipient must provide expeditiously any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements oft the State or federal government. 39. RESPONSIBILITY FOR WORK. The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project, including, but not limited to, payment disputes with contractors and subcontractors. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work. 40. RIGHTS IN DATA. The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do SO. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request. The Recipient may disclose, disseminate and use in whole or in part, any final form data and information received, collected, and developed under this Agreement, subject to appropriate acknowledgement of credit to the State Water Board for financial support. The Recipient shall not utilize the materials for any profit-making venture or sell or grant rights to a third party who intends to do sO. Exhibit C -23- City of Riol Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 19 of 35 41. STATE WATER BOARD ACTION; COSTS AND ATTORNEY FEES. In the event of litigation between the parties hereto arising from this Agreement, iti is agreed that each party shall bear its own costs and attorney fees. 42. STATUS QUO. If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights, and remedies as if no such action had been brought. 43. TERMINATION, IMMEDIATE REPAYMENT, AND INTEREST: This Agreement may be terminated by written notice at any time, at the option of the State Water Board, if: a. the Recipient has received funds as a result of a material misrepresentation in the funding application or other submitted document; or b. upon violation by the Recipient of any material provision of this Agreement after such violation has been called to the attention oft the Recipient and after failure of the Recipient to bring itself into compliance with the provisions of this Agreement within a reasonable time as established by the State Water Board. In the event of such termination, the Recipient agrees, upon demand, to immediately repay to the State Water Board an amount equal to the amount of Project Funds disbursed to the Recipient prior to such termination. In the event of termination, interest shall accrue on all amounts due at the highest legal rate of interest from the date that notice of termination is mailed to the Recipient to the date of full repayment by the Recipient. 44. TIMING. Time is of the essence. The Recipient must expeditiously proceed with and complete the Project. Failure to proceed according to the timelines set forth in this Agreement may require the Recipient to repay to the State Water Board all disbursed Project Funds. 45. TRAVEL. AND PER DIEM. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. No work or travel outside the United States of America is authorized. Failure to comply with this restriction may constitute an Event of Default and result in termination oft this Agreement. Any reimbursement for necessary travel and per diem shall be set pursuant to and at rates not to exceed those set by the California Department of Human Resources at http:lwww. calhr.cagovlemployeesPagestravel- eimbursements.aspX as of the date costs are incurred by the Recipient. 46. UNDISBURSED FUNDS. The Recipient is not entitled to interest earned on undisbursed funds. 47. UNENFORCEABLE PROVISION; SEVERABILITY. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 48. UNION ACTIMITIES: The Recipient hereby acknowledges the applicability of Government Code sections 16645 through 16649 to this Agreement. The Recipient certifies that none of the Project Funds will be used to assist, promote, or deter union organizing. If the Recipient incurs costs or makes expenditures to assist, promote, or deter union organizing, the Recipient will maintain records sufficient to show that no reimbursement from Project Funds has been sought for these costs and the Recipient shall provide those records to the Attorney General upon request. 49. VENUE. Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California. Exhibit C -24- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 20 of 35 50. WAIVER AND RIGHTS OF THE STATE WATER BOARD. Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. 51. WATER CONSERVATION AND EFFICIENCY PROGRAMS: The Recipient acknowledges that it has appropriate water conservation and efficiency programs in place, and that this provision constitutes a condition of this Agreement. A web link with examples of water conservation and efficiency programs is available at: Mto/Mawaletoandssanwhatertiahshate. ssuespogamsdpuanlconseralonshim. 52. WATER DIVERSION AND USE: To the extent applicable, the Recipient has complied with, and shall continue to comply with, the requirements of Water Code, division 2, part 5.1, section 5100 et seq. for filing statements of water diversion and use. 53. WITHHOLDING OF DISBURSEMENTS AND REIMBURSEMENTS. Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events: a) Failure of the Recipient to maintain reasonable progress on the Project as determined by the Division; b) Commencement of litigation or a judicial or administrative proceeding related to the Project, or Recipient that the State Water Board determines may impair the timely satisfaction of Recipient's obligations under this Agreement; c) Any investigation by State, local, or1 federal investigators or auditors, or a grand jury, relating to the Recipient's financial management, accounting procedures, or internal fiscal controls; d) A material adverse change in the condition of the Recipient, or the Project, that the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement, or any other event that the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement; e) The Recipient's material violation of, or threat to materially violate, any provision of this Agreement; f) Suspicion of fraud, forgery, embezzlement, theft, or any other misuse of public funds by the Recipient or its employees, or byi its contractors or agents directly or indirectly regarding the Project; g) An event requiring notice under this Agreement; or h) An Event of Default or an event that the Division determines may become an Event of Default. Exhibit C -25- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 21 of 35 EXHIBIT D - SPECIAL CONDITIONS D.1 DEFINITIONS. (a) Notwithstanding Exhibit C, the following terms have no meaning for the purposes of this Agreement: Work Completion Work Completion Date (b) Each capitalized term used in this Agreement has the following meaning: 'Allowance" means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title. "Completion of Construction" means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is established on the Cover Page of this Agreement. "Eligible Construction Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder. "Eligible Work Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which any non-construction costs may be incurred and eligible for reimbursement hereunder. Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. "Event of Default" means, in addition to the meanings set forth in Exhibit C, the occurrence of any of the following events: a) A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement. b) Failure to operate the System or the Project, unless the Division has given its approval for such non-operation. C) The occurrence of a material breach or event of default under any Recipient obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption, or that the Division determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement. "Final Budget Approval (FBA)" means the Division-approved final budget for the Project, as set forth in Exhibit B. "Indirect Costs" means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Project (ie., costs that are not directly related to the Project). Examples of Indirect Costs include, but are not limited to: central service costs; general administration of the Recipient; non-project-specific accounting and personnel services performed within the Recipient organization; depreciation or use allowances Exhibit D -26- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 22 of 35 on buildings and equipment; the costs of operating and maintaining non-project-specific facilities; tuition and conference fees; generic overhead or markup; and taxes. "Initiation of Construction" means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year. "Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. Policy" means the State Water Board's "Policy for Implementing the Clean Water State Revolving Fund," as amended from time to time, including the Intended Use Plan in effect as of the execution date of this Agreement. Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient's behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction. "System" means all wastewater collection, pumping, transport, treatment, storage, and disposal facilities, including land and easements thereof, owned by the Recipient, including the Project, and all other properties, structures, or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. "Useful Life" means the economically useful life of the Project beginning at Project Completion and is set forth in Exhibit A. D.2 ADDITIONAL REPRESENTATIONS AND WARRANTIES. The Recipient represents, warrants, and covenants each of the following: a) The Recipient has not made any untrue statement of a material fact in its application for this financial assistance or omitted to state in its application a material fact that makes the statements in its application not misleading. b) The Recipient agrees to fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for funding under this Agreement. Exhibit D -27- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 23 of 35 C) The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date of execution of this Agreement by the Recipient, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date of execution of this Agreement by the Recipient. d) There are, as of the date of execution of this Agreement by the Recipient, no pending or, to Recipient's knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency that materially affect or, if resolved unfavorably to the Recipient, would materially affect, the financial condition or operations of the Recipient, the Revenues, andlor the Project. e) There are no proceedings, actions, or offers by a public entity to acquire by purchase or the power of eminent domain any of the real or personal property related to or necessary for the Project. The Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient must at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with state or federal audit disallowances. g) Any financial statements or other financial documentation of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements or other financial documentation: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements or other financial documentation, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements or other financial documentation been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. h) The Recipient is current in its continuing disclosure obligations associated with its material debt, if any. ) The Recipient has no conflicting or Material Obligations. j) The Recipient has sufficient real or personal property rights necessary for the purposes of this Agreement, not subject to third party revocation, which rights extend at least to the Records Retention End Date of this Agreement, except as disclosed to the State Water Board. The Recipient has disclosed to the State Water Board all proceedings, actions, or offers of which the Recipient has knowledge or belief that may in any way affect the Recipient's ability to access or legally possess all of the property necessary for the purpose of this Agreement, including any proceedings, actions, or offers to lease, purchase, or acquire by eminent domain any of the real or personal property related to or necessary for the Project. k) The Recipient and its principals, contractors, and subcontractors, to the best of the Recipient's knowledge and belief, are not presently debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized; nor have they engaged or permitted the performance of services covered by this Agreement from parties that are debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. Exhibit D -28- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 24 of 35 D.3 ACKNOWLEDGEMENTS: The Recipient must include the following acknowledgement in any document, written report, or brochure to be shared with the general public prepared in whole or in part pursuant to this Agreement: "Funding for this project has been provided in full or in part under the Clean Water State Revolving Fund, which may include capitalization funding from the United States Environmental Protection Agency through an agreement with the State Water Resources Control Board. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use." D.4 RATES, FEES, AND CHARGES. The Recipient must, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and must ensure that Net Revenues are in an amount necessary to meet its obligations under this Agreement. The Recipient may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Revenues from such reduced rates, fees, and charges will at all times be sufficient to meet the requirements of this section. D.5 RESERVED. D.6 RESERVED. D.7 ENVIRONMENTAL, TECHNICAL, AND FINANCIAL SPECIAL CONDITIONS. Environmental Special Conditions: 1. The Recipient shall make no changes to the Project, construction area, or special conditions, without obtaining the appropriate and necessary prior approval from the State Water Board. 2. The Recipient shall provide notice to the Division's Senior Cultural Resources Officer, Lisa. Machado@waterboards. ca.gov or (916) 323-0626 within 24 hours of the discovery of any potential tribal cultural resource and/or archaeological or historical resource, and shall notify the Division promptly upon the discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. For additional requirements, please refer to Exhibit C of this Agreement. Technical Special Conditions: The Recipient must develop and implement a fiscal sustainability plan by the following date: 6/30/2025 D.8 RETURN OF FUNDS. Notwithstanding any other provision of this Agreement, if the Division determines that an Event of Default has occurred, the Recipient may be required, upon demand, to immediately return to the State Water Board any grant or principal forgiveness amounts received pursuant to this Agreement and pay interest at the highest legal rate on all of the foregoing. D.9 RESERVED. Exhibit D -29- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 25 of 35 D.10 OPERATION AND MAINTENANCE. The Recipient shall sufficiently and properly staff, operate, and maintain the facility and structures constructed or improved as part of the Project throughout the term of this Agreement, consistent with the purposes of this Agreement. The Recipient assumes all operations and maintenance costs of the facilities and structures; the State Water Board shall not be liable for any cost of such maintenance, management or operation. D.11 INSURANCE. The Recipient will procure and maintain or cause to be maintained insurance on the System/Project with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against such risks (including damage to or destruction of the System/Project) as are usually covered in connection with systems similar to the System/Project. Such insurance may be maintained by a self- insurance plan SO long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance consultant experienced in the field of risk management employing accepted actuarial techniques and (i) the establishment and maintenance of a claims processing and risk management program. In the event of any damage to or destruction of the System/Project caused by the perils covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System/Project. The Recipient must begin such reconstruction, repair or replacement as expeditiously as possible, and must pay out of such net proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same must be completed and the System/Project must be free and clear of all claims and liens. Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and must provide the Division with a copy of all such certificates prior to the commencement of construction of the Project. D.12 CONTINUOUS USE OF PROJECT; NO LEASE, SALE, TRANSFER OF OWNERSHIP, OR DISPOSAL OF PROJECT. The Recipient agrees that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer ownership of, or dispose of all or a significant part or portion of the Project during the Useful Life of the Project without prior written approval of the Division. Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due. D.13 NOTICE. Upon the occurrence of any of the following events, the Recipient must notify the Division's Deputy Director and Party Contacts by phone and email within the time specified below: (a) Within 24 hours, the Recipient must notify (1) the Project Manager by phone and by email, (2) the Division's Senior Cultural Resources Officer, Lisa. Msispimbaitisaset or (916) 323-0626), and (3) the Division by phone at (916) 327-9978 and by email to CsAsaanNA of any discovery of any potential tribal cultural resource, archaeological or historical resource, or human remains in the Project area. Should a potential tribal cultural resource or archaeological or historical resource be discovered during construction or Project Exhibit D -30- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 26 of 35 implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient must implement appropriate actions as directed by the Division. If there are any applicable provisions of a mitigation, monitoring and reporting program adopted for the Project, the Recipient shall comply with such provisions. In the event of the discovery of human remains during construction of the Project, the Recipient shall cease construction and take other action required by any applicable laws, which may include but are not limited to Health and Safety Code, section 7050.5 and Public Resources Code, section 5097.98. (b) RESERVED. (c) The Recipient must notify the Division and Party Contacts promptly of the occurrence of any of the following events: i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing; ii. Change of ownership of the Project (no change of ownership may occur without written consent of the Division); ili. Loss, theft, damage, or impairment to Project; iv. Events of Default, except as otherwise set forth in this section; V. A proceeding or action by a public entity to acquire the Project by power of eminent domain. vi. Any litigation pending or threatened with respect to the Project or the Recipient's technical, managerial or financial capacity or the Recipient's continued existence, or any judgment or court order relating to such litigation that has a material effect on the Project or the System; vii. Consideration of dissolution, or disincorporation; vili. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board. ix. The discovery of a false statement of fact or representation made in this Agreement ori in the application to the Division for this funding, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by thel Recipient, its employees, agents, or contractors; X. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change; xi. Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more; xii. Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; Exhibit D -31- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 27 of 35 xiii. The Recipient must promptly notify the Division and Party Contacts of the discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during implementation of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient's obligations under the federal Endangered Species Act; xiv. Any Project monitoring, demonstration, or other implementation activities required in this Agreement; XV. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days' notice to the Division; xvi. Any event requiring notice to the Division pursuant to any other provision of this Agreement; xvii. The award of the prime construction contract for the Project; and the initiation of construction of the Project; and xviii. Completion of Construction, and Project Completion. D.14 FRAUD, WASTE, AND ABUSE. The Recipient shall prevent fraud, waste, and the abuse of Project Funds, and shall cooperate in any investigation of such activities that are suspected in connection with this Agreement. The Recipient understands that discovery of any evidence of misrepresentation or fraud related to Reimbursement Requests, invoices, proof of payment of invoices, or other supporting information, including but not limited to double or multiple billing for time, services, or any other eligible cost, may result in an administrative action by the State Water Board and/or referral to the Attorney General's Office or the applicable District Attorney's Office for appropriate action. The Recipient further understands that any suspected occurrences of false claims, misrepresentation, fraud, forgery, theft or any other misuse of Project Funds may result in withholding of reimbursements and/or thet termination of this Agreement requiring the immediate repayment of all funds disbursed hereunder. A person who knowingly makes or causes to be made any false statement, material misrepresentation, or false certification in any submittal may be subject to a civil penalty, criminal fine, or imprisonment. (Wat. Code, S 13490 et seq.) D.15 DISPUTES. The Recipient must continue with the responsibilities under this Agreement during any dispute. The Recipient may, in writing, appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board's Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute. This provision does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law. This section relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4. Exhibit D -32- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 28 of 35 D.16 EXECUTIVE ORDER N-6-22 RUSSIAN SANCTIONS. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State Water Board determine Recipient is a target of Economic Sanctions ori is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State Water Board shall provide Recipient advance written notice of such termination, allowing Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State Water Board. The Recipient represents that the Recipient is not a target of economic sanctions imposed in response to Russia's actions in Ukraine imposed by the United States government or the State of California. The Recipient is required to comply with the economic sanctions imposed in response to Russia's actions in Ukraine, including with respect to, but not limited to, the federal executive orders identified in California Executive Order N-6-22, located at htps/Nww.gov.ca.gwwpcontentupboads2022/0334: 22-Russia- Ukrane-Executive-Oner. pdf and the sanctions identified on the United States Department oft the Treasury website latps/homelreasury.snsopals-suesfnancilsanctiomhanciens-grogramsand- saumcérbmatosranenasiatamdom). The Recipient is required to comply with all applicable reporting requirements regarding compliance with the economic sanctions, including, but not limited to, those reporting requirements set forth in California Executive Order N-6-22 for all Recipients with one or more agreements with the State of California with an aggregated value of Five Million Dollars ($5,000,000) or more. Notwithstanding any other provision in this Agreement, failure to comply with the economic sanctions and all applicable reporting requirements may result in termination of this Agreement. For Recipients with an aggregated agreement value of Five Million Dollars ($5,000,000) or more with the State of California, reporting requirements include, but are not limited to, information related to steps taken in response to Russia's actions in Ukraine, including but not limited to: 1. Desisting from making any new investments or engaging in financial transactions with Russian institutions or companies that are headquartered or have their principal place of business in Russia; 2. Not transferring technology to Russia or companies that are headquartered or have their principal place of business in Russia; and 3. Direct support to the government and people of Ukraine. D.17 STATE CROSS-CUTTERS. Recipient represents that, as applicable, it complies and covenants to maintain compliance with the following with respect to all Project Costs for the term of this Agreement: The California Environmental Quality Act (CEQA), as set forth in Public Resources Code 21000 et seq. and in the CEQA Guidelines at Title 14, Division 6, Chapter 3, Section 15000 et seq. Water Conservation requirements, including regulations in Division 3 of Title 23 of the California Code of Regulations. Monthly Water Diversion Reporting requirements, including requirements set forth in Water Code section 5103. Exhibit D -33- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 29 of 35 Public Works Contractor Registration with Department of Industrial Relations requirements, including requirements set forth in Sections 1725.5 and 1771.1 of the Labor Code. Volumetric Pricing & Water Meters requirements, including the requirements of Water Code sections 526 and 527. Urban Water Management Plan requirements, including the Urban Water Management Planning Act (Water Code, S 10610 et seq.). Urban Water Demand Management equirements, including the requirements of Section 10608.56 of the Water Code. Delta Plan Consistency Findings requirements, including the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002. Agricultural Water Management Plan Consistency requirements, including the requirements of Water Code section 10852. Charter City Project Labor Requirements, including the requirements of Labor Code section 1782 and Public Contract Code section 2503. The Recipient agrees that it will, at all times, comply with and require its contractors and subcontractors to comply with directives or orders issued pursuant to Division 7 of the Water Code. Regulations in Division 4 of Title 22 of the California Code of Regulations, including but not limited to California Waterworks Standards in Chapter 16, and Lead and Copper regulations in Chapter 17.5. D.18 DAMAGES FOR BREACH OF FEDERAL CONDITIONS. In the event that any breach of any of the provisions of this Agreement by the Recipient results in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. D.19 ACCESS AND INSPECTION. In addition to the obligations set forth in section 2 of the General Terms and Conditions incorporated in Exhibit C of this Agreement, the Recipient must ensure that the United States Environmental Protection Agency, the Office of Inspector General, any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during the term of the Agreement. D.20 FINANCIAL MANAGEMENT SYSTEMS. The Recipient must comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation ofi federal or state law or the terms of this Agreement. To the extent applicable, the Recipient is bound by, and must comply Exhibit D -34- City of Riol Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 30 of 35 with, the provisions and requirements of the federal Single Audit Act (SAA) of 1984, 2 CFR part 200, subpart F, and 2 CFR section 200.302, and updates or revisions, thereto, including but not limited to: Maintain an annual (Fiscal Year) accounting system and identify all expenditures of federal financial assistance; Conduct a SAA audit using an independent auditor in those Fiscal Years when expenditures of total federal financial assistance equal or exceed the applicable threshold in 2 CFR section 200.501, and submit the SAA audit to the Federal Audit Clearinghouse within the earlier of thirty (30) calendar days after receipt of the auditor's report(s) or nine (9) months of the end of the audit period; Notify the Division when a SAA audit has been conducted and submitted to the Federal Audit Clearinghouse; Notify and provide the Division with a copy of the SAA audit within thirty (30) days of completion of the audit; Inform the Division of findings and recommendations pertaining to federal financial assistance provided through the State Water Board contained in SAA audits conducted by the Recipient; Initiate corrective actions for audit reports with findings and recommendations that impact federal financial assistance provided through the State Water Board and notify the Division when corrective actions are complete. D.21 FEDERAL CROSS-CUTTERS. The Recipient acknowledges, warrants compliance with, and covenants to continuing compliance with the following federal terms and conditions with respect to all Project Costs for the term of this Agreement and for the Useful Life of the Project: i. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase "iron and steel products" produced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all "iron and steel products" used in the Project were or will be produced in the United States. For purposes of this section, the term iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. "Steel" means an alloy that includes at least 50 percent iron, between. .02 and 2 percent carbon, and may include other elements. ii. RESERVED. ili. The Recipient agrees to comply with the Davis-Bacon provisions incorporated by reference in this Agreement. The Recipient must include in full the Wage Rate Requirements (Davis-Bacon) language incorporated by reference in all construction contracts and subcontracts. iv. The Recipient shall notify the State Water Board and the USEPA contact of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days' notice. Exhibit D -35- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 31 of 35 V. The Recipient shall comply with applicable USEPA general terms and conditions found at Mtps/Mwxapacowivantsadtiomsisihesatohen122ko-iater. vi. No Recipient may receive funding under this Agreement unless it has provided its Unique Entity Identifier, assigned by the System for Award management, to the State Water Board. vii. The Recipient represents and warrants that it and its principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If the Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient's exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board's performance of its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. vili. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA's Final Financial Assistance Conflict of Interest Policy at htps/www.pagovlarsepa-fnatinendialsislancesentlpoicy, A conflict of interest may result in disallowance of costs. ix. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement. X. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, rrevocable, paid-up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http:/Edison.dov: and shall notify the Division when an invention report, patent report, or utilization report is filed. xi. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the Acknowledgment statement set forth in Exhibit D. xii. The Recipient acknowledges that it is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project. xiii. The Recipient, its employees, contractors and subcontractors and their employees warrants that itwill not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation oft thei foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss oft federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement ift the Recipient that is a private entity is determined to have violated the foregoing. xiv. The Recipient certifies to the best of its knowledge and belief that: Exhibit D -36- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 32 of 35 a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding ofany federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with this Agreement, the Recipient shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and notify the State Water Board. The Recipient shall require this certification from all parties to any contract or agreement that the Recipient enters into and under which the Recipient incurs costs for which it seeks reimbursement under this Agreement. XV. The Recipient must comply with the following federal non-discrimination requirements: a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). b. Section 504 of thel Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities. C. The Age Discrimination Act of 1975, which prohibits age discrimination. d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex. e. 40 CFR Part 7, as it relates to the foregoing. f. Executive Order 13798, including, to the greatest extent practicable and to the extent permitted by law, the requirement to respect and protect the freedom of persons and organizations to engage in political and religious speech. g. All applicable federal civil rights regulations, including statutory and national policy requirements (2 CFR section 200.300). xvi. Ifthe Project relates to construction of a publicly owned treatment works, where the Recipient contracts for program management, construction management, feasibility studies, preliminary engineering, design, engineering, surveying, mapping, or architectural related services, the Recipient shall ensure that any such contract is negotiated in the same manner as a contract for architectural and engineering services is negotiated under chapter 11 of title 40, United States Code, or an equivalent State qualfications-based requirement as determined by the State Water Board. xvii. Ift the Project relates to construction of a publicly owned treatment works, the Recipient certifies that it has developed and is implementing a fiscal sustainability plan for the Project, except as set forth in Exhibit D, that includes an inventory of critical assets that are a part of the Project, an evaluation of the condition and performance of inventoried assets or asset groupings, a certification that the recipient has evaluated and will be implementing water and energy conservation efforts as part of the plan, and a plan for maintaining, repairing, and, as necessary, replacing the Project and a plan for funding such activities. xvii. Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions: "During the performance of this contract, the contractor agrees as follows:"(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, Exhibit D -37- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 33 of 35 or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or otherf forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. "(b) The contractor wil, in all solicitations or advertisements for employees placed by or on behalf ofthe contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union orv workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September. 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. "(d) The contractor will comply with all provisions of Executive Order/ No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. "(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary ofLabor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labort for purposes of investigation to ascertain compliance with such rules, regulations, and orders. ") In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September. 24, 1965, ork by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. "(g) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, sO that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means ofenforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, oris threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. xix. The Recipient agrees to comply with the requirements of USEPA's Program for Utilization of Small, Minority and Women's Business Enterprises. Exhibit D -38- City of Rio Dell Project No. C-06-8403-210 Agreement No.D2404000 Page 34 of 35 XX. Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC S 7606; 33 USC S 1368. Except where the purpose oft this Agreement is to remedy the cause of the violation, the Recipient may not procure goods, services, or materials from suppliers excluded under the federal System for Award Management: sam.gov xxi. Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC S54601-4655. The Recipient must comply with the Act's implementing regulations at 49 CFR 24.101 through 24.105. xxii. The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA's Central Data Exchange, it will ensure that any connections are secure. xxiii. All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USEPA or that is submitted directly to USEPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fqdc.gov. xxiv. Ift the Recipient is a water system that serves 500 or fewer persons, the Recipient represents that it has considered publicly-owned wells as an alternative drinking water supply. XXV. The Recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of ai felony criminal violation under a Federal law within the preceding 24 months. xxvi. The Recipient agrees to immediately notify the Project Manager in writing about any allegation of research misconduct involving research activities that are: supported in whole or in part with USEPA funds under this Project, including fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results, or ordering, advising, or suggesting that subordinates engage in research misconduct. xxvii. The Recipient agrees to comply with, and require all contractors and subcontractors to comply with, USEPA's Scientific Integrity Policy, available at hsst scientfic-integrily, when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, demonstrating new technology, statistical analysis, and writing a review article on a scientific issue. The Recipient shall not suppress, alter, or otherwise impede the timely release of scientific findings or conclusions; intimidate or coerce scientists to alter scientific data, findings, or professional opinions or exert non-scientific influence on scientific advisory boards; knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty; or otherwise violate the USEPA's Scientific Integrity Policy. The Recipient must refrain from acts of research misconduct, including publication or reporting, as described in USEPA's Policy and Procedures for Addressing Research Misconduct, Section 9.C, and must ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by contractors and subcontractors. Exhibit D -39- City of Rio Dell Project No. C-06-8403-210 Agreement No.:D2404000 Page 35 of 35 xxviii. The Recipient agrees to comply with the Animal Welfare Act of 1966 (7 USC 2131-2156). Recipient also agrees to abide by the "U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training," available at tplorastianhoougrantsatsimsiemsailadlhmausowPimcbls xxix. The Recipient certifies that no Project Funds will be used on: a. Video surveillance or telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); b. Telecommunications or video surveillance services produced by such entities; C. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; or d. Other telecommunications or video surveillance services or equipment in violation of 2 CFR 200.216. Exhibit D -40- [DATE] [FORM OF OPINION OF GENERAL COUNSEL - insert your letterhead] State Water Resources Control Board Division of Financial Assistance Attn: Maria Nanca 1001 I Street Sacramento, CA 95814 Re: City of Rio Dell ("Recipient') = Painter Street Sewer Line Replacement Project = Project No. C-06-8403-210 ("Project") - Agreement No. D2404000 ("Agreement") Ladies and Gentlemen: lam/This firm acts as General Counsel to the Recipient in connection with the Project. This opinion is delivered to the State Water Resources Control Board ("State Water Board") at the request of the Recipient. In connection therewith, I have examined the laws pertaining to the Recipient, originals of the Agreement between the Recipient and the State Water Board, the Recipient's authorized representative resolution Inumber] adopted on [DATE], the Recipient's rate- setting resolution [number] adopted on [DATE), (collectively, "the Resolutions"), and such other documents, legal opinions, instruments and records, and have made such investigation of law, as I have considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, it is my opinion that: a. The Recipient, a general law city/charter cly/county/special district of the State of California duly organized, validly existing under the laws of the State of California pursuant to [INSERT SPECIFIC CODE SECTIONS], has the requisite legal right, power, and authority to execute and deliver the Agreement and carry out and consummate all transactions contemplated therein. b. The Resolutions have been duly adopted at meetings of the Recipient which were called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Resolutions were adopted. The Resolutions are in full force and effect and have not been amended, modified, supplemented, or rescinded, nor has the rate-setting resolution been challenged or the rates become subject of a referendum or initiative or other similar process. 41 C. To the best of my knowledge and based upon a reasonable investigation, all proceedings required by law or under the ordinances or bylaws of the Recipient to be taken by the Recipient in connection with the authorization of the Agreement and the transactions contemplated by and related thereto, and all such approvals, authorizations, consents or other orders of or filings or registrations with such public boards or bodies, if any, as may be legally required to be obtained by the Recipient prior to the date hereof with respect to all or any of such matters have been taken or obtained and are in full force and effect, except that no opinion is expressed as to any approvals, obligations or proceedings which may be required under any federal securities laws or state blue sky or securities laws. d. To the best of my knowledge and based upon a reasonable investigation, the execution and delivery of the Agreement and the consummation of the transactions therein will not conflict with or constitute a breach of or default (with due notice or the passage of time or both) under () the statutes creating the Recipient or any amendments thereto, (ii) the ordinances or by laws of the Recipient, (ii) any bond, debenture, note or other evidence of indebtedness, or any material contract, agreement or lease to which the Recipient is a party or by which it or its properties are otherwise subject or bound or (iv) any applicable law or administrative regulation or any applicable court or administrative decree or order. All material contracts, agreements, or leases are listed in Exhibit D of the Agreement. e. [paragraph required for construction projects; delete f solely planning and no access to property will occur during planning): To the best of my knowledge and based upon a reasonable investigation, the Recipient has sufficient property rights in the Project property for the purposes contemplated in the Agreement and has complied with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601 et seq.) with respect to any property acquired for the purposes of the Project. These property rights extend for at least 50 years from today's date, as follows: [in perpetuitylIdate certain]. f. To the best of my knowledge and based upon a reasonable investigation, there is no action, suit, proceeding, inquiry or investigation before any court, or by any federal, state, municipal or other governmental authority pending or threatened against or affecting the Project or the system of which the Project is a part (the System), or the assets, properties, or operations of the Recipient relating to the Project or System, which, if determined adversely to the Recipient or its interests would result in any material change in the assets or financial condition of the Recipient, the Project, or the -42- System; and the Recipient is not in default with respect to any order or decree of any court or any order, regulation, or demand of any federal, state, municipal, or other governmental agency which default might have consequences that would materially and adversely affect the financial condition of the Recipient, the Project, or the System. g. No facts have come to my attention which lead me to believe that the Recipient's authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement. h. The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation oft the Recipient enforceable against the Recipient in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors' rights generally and to the application of equitable principles, if equitable remedies are sought. Sincerely, General Counsel [Recipient Name] -43- Documents Transmitted back to Adobe by the Recipient: Steps: 1. Once the Adobe notification has been received, the Recipient will open. Adobe. The Recipient must checkmark the box to agree to the Consumer Disclosure. Click on [Accept] 3 Jagree to the Consumer Disclosure. Accept Or Decline tosign Delegate signing to: another 2. The Recipient will need to download the (PDF) documents by selecting the corresponding radio button. Ensure to save the documents to the desired location. 6 Download 3. Once you have saved the documents to the desired location, the Recipient will proceed with generating the required closing documents. For the documents to be edited, you must save your filei in Word format. Click on [File-Export To-Microsoft Word - Word Document LICEAISVEVE Eg NOWEEPT Open Ctto 5 Reopen! PDFS from last Sessions +) Create InsertPages Save Ctr5 Save As Shift+Ctr-ts Save as Other E ReduceFle.Sze - - a ExportTo MicrosofWord: Word Document ProtectUsing Password. Spreadsheet Word97-20031 Document 4. Once the Recipient has completed the closing documents, the file must be saved as "Adobe PDF" for their respective digital signatures to be entered. 5. The Recipient will select [Certificates) from the tools field and using your mouse, click and drag to draw the area where you would like the signature to appear. A dialogue message box will display your Digital ID press [Continue] and click on [Sign). [Save] 00 Certificates AdobeAcrobat: Using) your mouse, click andd dragt toc drawt thea areay where your would liket the signaturet to appear. Oncey youf finish draggingo cut thec desired area, youy willbe takent tot ther nexts stepo oft the signing process. EDor not showt this message again OK -44- 6. The Recipient will attach the signed documents to Adobe by clicking the [Click to Attachment and downloading the signed document(s). Click to Attach 7. Once the closing document(s) have been attached, the Recipient will click on the [Click to Sign] button. NG 5 s lwsHIdsa andtodobusiness eledroniallywith dicktoSigp CUMANesaceA a - - A44A a -45- California Environmental Quality Act (CEQA) Determination City of Rio Dell (Applicant) Painter St. Sewer Line Replacement Project (Project) Project Number: 8403-210 As the Deputy Director for the State Water Resources Control Board (State Water Board), Division of Financial Assistance, I have been delegated the authority to approve and execute financing agreements for projects that are routine and non-controversial. The execution of a financing agreement is an action that is subject to CEQA. The authority to make this CEQA determination necessarily accompanies the delegation to approve and execute the financing agreement for this Project. I hereby find the following: 1. The Applicant is the CEQA Lead Agency and has prepared a Notice of Exemption (NOE) titled Painter Street Sewer Line Replacement Project, for the Project. The State Water Board is a Responsible Agency under CEQA. The Applicant approved the NOE for the Project on May 2, 2022 and filed a copy with the Humboldt County Clerk on May 2, 2022, and the Governor's Office of Planning and Research, State Clearinghouse (No. 2023080193) on August 8, 2023. 2. This Project is categorically exempt under the CEQA Guidelines, California Code of Regulations, title 14, division 6, chapter 3, article 19, sections 15301 and 15302. The Project involves repair, maintenance, minor alteration, replacement or reconstruction of existing sewer pipeline on the same location involving negligible or no expansion of existing capacity. 3. The Project will not result in any significant adverse water quality impacts. A final copy of the NOE and records of the financing approval for the Project are available to the general public at the State Water Board, Division of Financial Assistance at 1001 - Street, 16th Floor, Sacramento, CA 95814. Digitallys signed by, Joe Joe Karkoski Karkoski Date: 2025.04.14 Waer B13:44:47-0700 Joe Karkoski, Deputy Director Division of Financial Assistance 46- OTY OF Rio Dell City Hall RIO 675 Wildwood. Avenue DELD) Rio Dell, CA 95562 (707) 764-3532 CALIFORNIA cilyofriodel.ca.goy May 27, 2025 TO: Rio Dell City Council FROM: Kyle Knopp, City Manager SUBJECT: Discussion to Develop Priorities for FY 2025-26 ITIS RECOMMENDED THAT THE CITY COUNCIL: Provide direction to staff. BACKGROUND AND DISCUSSION This item is a continuation of the priority setting session from May 20, 2025. This is an opportunity for the Council to discuss individual priorities and develop the collective priorities of the City Council for the coming year. Councilmembers are asked to eventually develop a list of five such priorities that are then collectively arranged and presented to the Council at the following meeting for approval. Attached are the draft minutes from the May 20, 2025 meeting. Below is the summary chart of the priorities from the last five years. Priorities 2020 2021 2022 2023 2024 Street Planning & Work Economic Development Economic Development Economic Development Public' Works Plan Implementation Implementation Code Enforcement Code Enforcement Measure U/J Extension Community Development Public Safety Staffing Public' Works- - Public Safety Staff Turnover Reduction Personnel Underground Economic Development Infrastructure Economic Development Cannabis Expansion Todd Property Personnel Street Planning & Work Personnel SB 1383-Organicl Waste Infrastructure PublicSafety Parks & Youth III -47- MAY 20, 2025 MINUTES Page 4 Mayor Garnes asked if a notice would be put on the electronic message board to notify residents of possible water service interruptions. City Manager Knopp said that the contractor is responsible for notifying residents in neighborhoods where work is being done. Mayor Pro Tem Carter highlighted the fact that there were zero cats transported to Miranda's Rescue and haven't had any transported for a while, even though it is peak kitten season. She also noted that one of the two dogs transported was a surrender, and asked what were other animal control-related issues. Chief Phinney said that typically the calls are for animals running at large or noise complaints related to barking dogs. Councimember Wilson commented on the paving of Eeloa Ave. and said the contractor did an excellent job, and asked if the work was 75% grant-funded by CalOES. City Manager Knopp explained that under the California Disaster Assistance Act CDAA, the project is eligible for 75% reimbursement, but the remaining 25% reimbursement is not guaranteed. He said that the City is required to pay 100% upfront, wait for the 75% reimbursement, then apply for the remaining 25%. The 25% cost share was estimated at $25,000. Councilmember Orr thanked Water/Roadways Superintendent Jensen for another two weeks of going above and beyond in the Public Works Department. Councimember Woodall thanked Fire Chief Wilson and the Fire Department for their quick response to the recent residential fire and for everything the Fire Department does for the community. SPECIAL CALL TEMS/COMMUNITY AFFAIRSISTUDY SESSIONS City Council Priority Setting Session for FY 2025-2026 City Manager Knopp provided a staff report and said that each year during the budget process, councilmembers are asked to discuss individual priorities and develop the collective priorities of the City Council for the coming year. He reviewed the summary chart from the last five years of City Council priorities and asked the councilmembers to write down a list of their top five priorities for the 2025- 2026 fiscal year. The individual priorities for FY 2025-2006 were as follows (in no particular order of importance): -48- MAY 20, 2025 MINUTES Page 5 Mayor Garnes Police Department Stafling/Organization Code Enforcement Parks/Open Spaces Economic Development Public Safety Mayor Pro Tem Carter Parks Code Enforcement Public Works Infrastructure Public Safety Community Development (Holistic Approach City, Fire District, School, Resource Center) Councilmember Orr Public Works Police Department Staffing & Retention Nuisance Abatement & Universal Collection Beautification & Occupation of Businesses on Wildwood Juvenile Involvement in City Government/Rio Dell's Future Councilmember Wilson Meat Processing Plant at Former Eel River Sawmill Site Community Development - Downtown Business District Earthquake Repairs - Red Tag Structures Law Enforcement Recruitment Public Works Employee Retention Councilmember Woodall Finance = Closeout of Infrastructure Projects Police Department Staffing = 24-Hr. Coverage Code Enforcement Public Works Main Street - Budget for Refurbishing Median -49-