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HomeMy WebLinkAboutOrdinance 2617 N.C.S. 06/19/20171 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 EFFECTIVE DATE ORDINANCE NO. 2617 N.C.S. OF ORDINANCE July 19, 2017 Introduced by Seconded by Mike Healy Teresa Barrett ORDINANCE AUTHORIZING APPROVAL OF LEASE PRC7235.1 WITH THE STATE LANDS COMMISSION AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL REQUIRED DOCUMENTS FOR CONTINUED USE OF MARINA PREMISES ON THE PETALUMA RIVER LOCATED ADJACENT TO 781 BAYWOOD DRIVE, PETALUMA, CA WITH THE STATE LANDS COMMISSION WHEREAS, the City of Petaluma is the lessee of approximately 13.98 acres of real property located adjacent to the Petaluma River in the City of Petaluma, County of Sonoma, California, as authorized by the State Lands Commission pursuant to State Lands Lease No. PRD 7235.1, as amended; and WHEREAS, City and State Lands Commission propose to execute Lease No. PRC 7235.1 to supersede the current lease which is set to expire June 30, 2018; and WHEREAS, the new lease will allow the City up to six liveaboards; and WHEREAS, the new lease, effective July 1, 2017, is for a term of 20 years set to expire on June 30, 2037. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: Section 1. The above Recitals are true and correct and incorporated into this ordinance as findings of the City Council. Section 2. The City Council approves the lease, between the State Lands Commission as Lessor, and the City of Petaluma as lessee, a copy of which is attached as Exhibit A. Section 3. On behalf of the City, the City manager is authorized and directed to execute documents substantially in accordance with Exhibit A, as determined by the City Attorney, and all other documents reasonably necessary to complete the lease transaction. Section 4. If any section, subsection, sentence, clause, phrase or work of this Ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent jurisdiction or preempted by State legislation, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this Ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful other otherwise invalid. Ordinance No. 2617 N.C.S. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 Section 5. This Ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council. Section 6. The City Clerk is hereby directed to publish or post this Ordinance or a synopsis for the period and in the manner provided by the City Charter and any other applicable law. INTRODUCED, and ordered posted /per, this 5th day of June, 2017. ADOPTED this 19th day of June 2017, by the following vote: Ayes: Albertson, Vice Mayor Barrett, Mayor Glass, Healy, Kearney, King, Miller Noes: None Abstain: None Absent: None David Glass, Mayor ATTEST: APPROVED AS TO FORM: Claire Cooper, City Clerk Eric W. Danly, City Attorney Ordinance No. 2617 N.C.S. Page 2 RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO: STATE OF CALIFORNIA California State Lands Commission Attn: Title Unit 100 Howe Avenue, Suite 100 -South Sacramento, CA 95825 -8202 STATE OF CALIFORNIA OFFICIAL BUSINESS Document entitled to flee recordation pursuant to Government Code Section 27383 A.P.N. 005- 060 -59 County: Sonoma LEASE NO. PRC 7235.1 Exhibit A SPACE ABOVE MIS LINE rOR RECORDER'S USG This Lease consists of this summary and the following attached and incorporated parts: Section 1 Basic Provisions Section 2 Special Provisions Amending or Supplementing Section 1 or 3 Section 3 ' General Provisions Exhibit A Land Description Exhibit B Site and Location Map Exhibit C Best Management Practices for Marina Owners /Operators Exhibit D Best Management Practices for Berth Holders and Boaters Exhibit E Attrition Plan SECTION 1 BASIC PROVISIONS THE STATE OF CALIFORNIA, hereinafter referred to as Lessor acting by and through the CALIFORNIA STATE LANDS COMMISSION (100 Howe Avenue, Suite 100 - South, Sacramento, California 95825- 8202), pursuant to Division 6 of the Public Resources Code and Title 2, Division 3 of the California Code of Regulations, and for consideration specified in this Lease, does hereby lease, demise, and let to CITY OF PETALUMA, hereinafter referred to as Lessee, those certain lands described in Exhibit A hereinafter referred to as Lease Premises, subject to the reservations, terms, covenants, and conditions of this Lease. Ordinance No, 2617 N.C.S. Page 3 1. MAILING ADDRESS: 202 N. McDowell Blvd., Petaluma, CA 94954 2. LEASE TYPE: General Lease — Public Agency Use 3. LAND TYPE: Sovereign 4. LOCATION: Petaluma River, adjacent to 781 Baywood Drive, city of Petaluma, Sonoma County, as described in Exhibit A attached and by this reference made a part hereof. 5. LAND USE OR PURPOSE: Operation, use, and maintenance of an existing commercial marina, known as the Petaluma Marina, with improvements authorized under this Lease and more particularly described herein under "Authorized Improvements." 6. TERM: 20 years; beginning July 1, 2017; ending June 30, 2037, unless sooner terminated as provided under this Lease. 7. CONSIDERATION: As specified in Section 2, Paragraph 1, and subject to modification by Lessor as provided for in Section 2, Paragraph 1(C) of Section 2, Special Provisions. S. AUTHORIZED IMPROVEMENTS: A commercial marina consisting of 220 uncovered berths, pilings, gangways, fuel dock and pump, launching ramp, restrooms, harbormaster's office, bank protection, and six security vessels. 9. AUTHORIZED ACTIVITIES: Docking, Berthing, Side Tie Mooring, Launching, Harbormaster Office, and Fuel Sales. 10. LIABILITY INSURANCE: N/A 11. SURETY BOND OR OTHER SECURITY: N/A SECTION 2 SPECIAL PROVISIONS BEFORE THE EXECUTION OF THIS LEASE, ITS PROVISIONS ARE AMENDED, REVISED, OR SUPPLEMENTED AS FOLLOWS: 1. CONSIDERATION: A. BASE RENT: Lessee shall pay Annual Rental in the amount of $13,480 in advance, on or before July 1st of each year. This rent shall be referred to as "Base Rent" and shall be used to establish the Adjusted Annual Rent for subsequent years through application of the provisions of subparagraphs 1(B) through 1(E) of Section 2, Special Provisions below. Ordinance No. 2617 N.C.S. Page 4 B. Expansion of the uses, improvements and activities authorized in Section 1 of this Lease shall be subject to modification of the Base Rent, C. ADJUSTED ANNUAL RENT: Total Base Rent shall be adjusted annually on July 1, 2018, and on July 1st of every lease anniversary thereafter, using the following Rent Adjustment Formula: l . (Current CPI - Prior CPI + r x Previous Year's Rent = Adjusted Annual Rent Prios• _ CPI 2. For purposes of this agreement, "CPI" means the value indicated for each specified month in the California Department of Industrial Relations "California Consumer Price Index (1955 - 2017) All Items 1982 - 1984 = 100" published periodically with reference to the numeric reported indexes for a specified month of such year, Consumer Price Index for All Urban Consumers, or its successor index, or a reasonably equivalent index acceptable to Lessor and Lessee. The February CPI value for All Urban Consumers, will be used in the Adjustment Formula. If that value is not available, the most current value at the time of the notification will be used. 3. If the Adjusted Annual Rent calculation (paragraph 1 (C) (1), of this Section 2) ever results in a lower rent than the prior year, the rent shall remain the same as the prior year. D. NO PRORATION OF RENT: In the event of the termination of this Lease prior to its expiration date fiom any cause whatsoever, any annual rental paid in advance shall not be prorated. E. LESSOR'S OPTION TO ESTABLISH NEW RENTAL METHODOLOGY AT THE 10- YEAR ANNIVERSARY: Section 3, Paragraph 3(c) of General Provisions is deleted in its entirety and replaced with the following: 1) Lessor may, at its option, elect to establish a new Total Base Rent effective on the 10'11 anniversary of this Lease. The new Total Base Rent shall be established through the use of the methodology suitable for the circumstances and in the State's best interests. Should Lessor elect to use appraisals, then upon notification to Lessee by Lessor of this election, Lessor and Lessee shall, in good faith, meet, negotiate and agree upon the terms and conditions for such appraisal, including the standards and methodology of the appraisal and how the appraiser or appraisers will be chosen. The appraisal shall be prepared in accordance with generally accepted appraisal standards as they are adopted from time to time by the Appraisal Standards Board of the Appraisal Foundation and in accordance with the provisions of this Section 2, Paragraph 1(E) of Special Provisions. Lessee shall contract directly with an appraiser, jointly selected by both Lessor and Lessee, who shall perform the appraisal in accordance with the provisions of this Section 2. Paragraph I.E. The appraiser selected may include either Lessor's staff, or a qualified private individual or firm. 2) Should Lessor fail to exercise its right to establish anew Total Base Rent on the 10th anniversary of this Lease, it may do so at any one of the next nine (9) anniversaries Ordinance No. 2617 N.C.S. Page 5 following such 10" anniversary. No new Total Base Rent shall become effective until Lessee is given 60 days written notice of the effective date of the new Total Base Rent. Beginning on the first anniversary of the establishment of the new Total Base Rent established. under this Section 2, Paragraph 1(E), the new Total Base Rent shall be adjusted under the provisions of Section 2, Paragraph 1(C). 3) If Lessor does not establish a new Total Base Rent as set forth in this Section 2, Paragraph 1(E), Lessee shall continue to pay to Lessor an Adjusted Annual Rent as calculated in Section 2, Paragraph 1(C). 2, INVOICES: Lessor may prepare and send an invoice to Lessee for rent due and to notify Lessee of what CPI value was used in the calculation of the new Adjusted Annual Rent. Lessee acknowledges that such invoicing is for Lessee's convenience and that Lessor's failure to invoice shall not relieve Lessee of its obligation to timely pay rent as otherwise stated in this Lease. If Lessor has not yet sent an invoice, Lessee is permitted to pay prior year's rent amount until invoiced differently by Lessor. 3, OPERATOR FOR ALL PURPOSES OF THIS LEASE: "Operator" shall refer both individually and collectively to Lessee, its operators, sublessees, contractors, and concessionaires conducting activities from, on, over or adjacent to the Lease Premises. 4. BOOKS AND RECORDS: A. Lessee and /or Operator shall maintain books and records for the term of the Lease of all financial transactions relating to the Leased Premises in accordance with generally accepted accounting principles. These records shall be supported by source documents such as agreements with renters, copies of invoices, receipts, and other pertinent documents. Lessor may inspect all of Lessee's and /or Operator's books, records, and documents relating to the operations on the Lease Premises, at all reasonable times and with reasonable notice. Records shall include, but not be limited to, Lessee's and/or Operator's Federal and State Income Tax Returns, and Board of Equalization Tax Returns in order to corroborate information shown on reports to Lessor. All reports submitted to the Lessor are subject to audit and revision by the Lessor. Any statutory or other rights that the Lessee and /or Operator may have to object to such inspection by Lessor are hereby waived. B. Upon Lessor's written request to Lessee, Lessee shall submit a Report of Gross Income with all supporting documentation regarding Lessee's and /or Operator's operations on the Lease Premises (hereinafter collectively referred to as "Income Reports ") and under this Lease for the prescribed annual reporting period of July 1 to June 30. Provided Lessor requests a Gross Income Report, Lessee shall provide these reports to Lessor on or before September 30th of each year and cover all operations and activities within the Lease Premises. The Report of Gross Income shall include, but are not limited to: 1) All business operations located on or over the Lease Premises shall report gross income for the complete business operation located on or over the Lease Premises. Then the appropriate percentage of the business operation over the Lease Premises as shown in Paragraph 8 and 9 of Section 1, Basic Provisions, shall be applied to derive the gross income derived from the Lease Premises. Ordinance No. 2617 N.C.S. Page 6 2) The gross income of Lessee, its Operators, sublessees, contractors, concessionaires and all others generating income shall be reported separately and with sufficient organization and detail so that Lessor can identify the source of all gross income generated from, on or over the Lease Premises. 3) Gross Income: (1) To the extent applicable to activities conducted on this leasehold, Gross Income shall include all income earned on or over the Lease Premises by the Lessee and /or Operator including, but not limited to: (a) The charges made by the Lessee and /or Operator for the berthing, docking, mooring or launching of boats whether for cash or credit and whether paid or not; (b) The sales price of any type of food and /or beverage sold by the Lessee and /or Operator whether for cash or credit and whether paid or not; (c) The charges made by the Lessee or others for the rental of office space, or any other equipment or product, whether for cash or for credit and whether paid or not; (d) The sales price of all other goods, wares, merchandise, fuel, or products sold by Lessee or others whether for cash or credit and whether paid or not; (e) Any other income, whether for cash or credit generated directly from, over or on, the Lease Premises by the Lessee and/or Operator or any other person's operations and whether paid or not; (2) Allowable Deductions to Gross Income: Gross Income shall not include any sales or excise taxes payable by the Lessee and /or Operator to federal, state, county or municipal governments as a direct result of operations under this Lease, provided that these taxes are clearly segregated and identified in Lessee's and /or Operator's books and records. Checks and credit card payments returned for insufficient funds or account closures, and credit card fees may also be deducted from gross income provided that these items are clearly segregated and identified in Lessee's and /or Operator's books and records. (3) Allowable Deductions to Gross Sales: Gross sales may be reduced by returns and allowances on the theory that these sales were never made, and should not have been included as part of the gross sales, but gross income shall not be reduced by any other amount other than specified in the preceding Paragraph (2). (4) Cash: Cash includes currency, coin, checks, and money orders. (5) Credit: Credit includes credit card transactions and those transactions made on an open account for any oral or written promise to pay. 5. MARINA BERTH SUBLETTING: Paragraph 5(h) and 11 of Section 3, General Provisions is hereby amended as follows: Ordinance No, 2617 N.C.S. I Page 7 A. Lessee and /or its operators may issue, without Lessor's prior approval, individual berthing subleases in conjunction with normal commercial marina subleasing practices for terns of one year or less. B. Upon request, Lessee shall provide Lessor with a summary report of berthing activities, including, but not limited to, the number of subleases in effect on the date of the report, the number of new subleases since the date of the last 'report, and the number of subleases terminated since the last report. This activity summary shall include monthly berth rates and assigned slip numbers. C. Individual Berth Subleases shall not be transferable and shall convey no greater rights to a specific berth than the rights set forth in the sublease agreement and shall be subject to all Lease conditions, restrictions and covenants, including, but not limited to, the prohibition of liveaboard use. D. Except as authorized under subparagraphs 5(A), (B) and (C) above, relating to subleasing for individual berthing or mooring, Lessee may sublet only with the prior written consent of Lessor and only for public trust purposes of water- related commerce, navigation, fisheries, recreation and open space, except as otherwise approved by Lessor. 6. MARINA OPERATION AND MANAGEMENT: A. Lessee and /or its Operators shall not assign or transfer the operation or management of the marina facilities on the Lease Premises without the Lessor's prior approval as provided for in Section 3, Paragraph 11 of this Lease. B. Expansion of the uses, improvements and activities as set forth in Section 1 of this. Lease shall be subject to Lessor's prior written consent and may be subject to environmental review prior to their commencement. C. New Concession Subleases /Operating Agreements in Excess of One Year: Any sublease /operating agreement for any purpose and having a term in excess of one year shall be approved by Lessor pursuant to Section 3, Paragraph 11 of this Lease. D. "Operator ": For purposes of this Lease an "Operator" is defined as the Lessee and any of its sublessees, contractors, concessionaires, licensees or other parties conducting any authorized activity on the Lease Premises on behalf of Lessee or any other party. E. Lessee and /or its operators may designate no more than six navigable vessels to be occupied and used for the sole purpose of providing 24 -hour marina security. The designated vessel shall be located in strategically designated slips, subject to the approval of Commission staff, and shall be required to leave the Lease Premises at least once, for a minimum of six hours, each 90 -day period. Lessee shall submit to Lessor an annual report covering the security activities for the year, which shall include the name, slip number and vessel identification number of the designated security vessel; a summary of the incidents for the year pursuant to the duty statement; and a log with the scheduled security vessels departure and return to the marina each 90 -day period. The report and log shall be made available to Lessor upon request. Ordinance No. 2617 N.C.S. Page 8 F. Notwithstanding subsection E above, no liveaboards or residential use shall take place on the Lease Premises. 7. MARINA DREDGING: No dredging of any kind shall be conducted under the terms of this Lease without separate authorization from the Lessor. 8. REFUSE CONTAINERS: Lessee shall provide containers on or immediately adjacent to the Lease Premises to receive trash, refuse and recyclables generated aboard vessels using Lessee's docking or launching facilities. Refuse and recycle containers shall be located so as to be conveniently used by occupants of vessels using Lessee's facilities and shall be of sufficient size and number to contain the refuse generated aboard all vessels using Lessee's facilities. The containers shall be covered and emptied regularly enough to prevent them fi-om overflowing or creating unhealthful, unsightly or unsanitary conditions. The contents of the containers shall be disposed of by Lessee or others acting pursuant to Lessee's direction at authorized landfills or other garbage and recycle reception areas as provided under law applicable at the time of collection. 9. PLASTICS: A. Lessee shall not provide for sale, or allow other parties to provide, any prepared food in polystyrene foam containers or packaging, nor shall Lessee, or other parties, keep on the Lease Premises any polystyrene foam containers or packaging of a type, design and condition appropriate to the preparation of food for consumption on or off the Lease Premises. B. All packaging for prepared food that is consumed on or off the Lease Premises, or for takeout service, shall be degradable. Lessee shall provide, upon demand, copies of paid invoices that verify the purchase of degradable containers in quantities sufficient to validate Lessee's compliance with this provision. C. For purposes of this Lease, the following definitions are applicable. 1) "Prepared food" means foods or beverages which are prepared on the lease premises by cooking, chopping, slicing, mixing, freezing or squeezing, and which require no further preparation to be consumed. 2) "Food packaging" means all bags, sacks, wrapping, containers, bowls, plates, trays, cartons, cups, straws and lids which are not intended for reuse on or in which any foods or beverages are placed or packaged on the Lease Premises. 3) "Takeout food" means prepared foods or beverages requiring no preparation to be consumed and which are purchased in order to be consumed off the Lease Premises. 4) "Polystyrene foam" means any styrene or vinyl chloride polymer that is blown into a foam -like material, an example of which is commonly known as "Styrofoam ". S) "Degradable food packaging" means food packaging which within two years substantially reduces to- its constituent substances through degradation processes Ordinance No. 2617 N.C.S. Page 9 initiated by natural organisms whose end products are substantially, but not necessarily entirely, carbon dioxide and water. Degradable food packaging does not include cellulose -based items that have a synthetic or plastic coating comprising more than 5% of the total volume of the item. D. The above conditions shall be in effect until such time as the State Lands Commission adopts regulations and /or policies on the subject of plastic pollution. To the extent that such policies or regulations differ from the foregoing provisions and definitions, the parties hereby agree that the Lease will be amended to incorporate the policies adopted by the State Lands Commission. 10. SPILL PREVENTION CONTROL AND CONTINGENCY PLAN: Annually, Lessee shall provide Lessor with a spill prevention control and contingency plan satisfying requirements of the Office of Oil Spill Prevention and Response and any other state, federal or local agency having jurisdiction over the facility. 11. PETROLEUM PRODUCTS HANDLING: The draining or dumping of petroleum products on or adjacent to the Lease Premises is strictly prohibited. Lessee shall post notices and provide active enforcement against the draining or dumping of petroleum products, on or near the Lease Premises. 12. MARINE FUEL DISPENSER AND FUEL LINE: All future repairs, structural modifications or abandonment /removal of the fuel dispensing line or fuel dispenser within the Lease Premises shall require prior review and approval by Lessor. In the event of an urgent repair requiring immediate action, telephone contact can be made through Lessor's 24 -hour emergency response number (562) 590 -5201. 13. BEST MANAGEMENT PRACTICES: Lessee agrees to implement the Best Management Practices (BMPs) for Marina Owners /Operators contained in Exhibit C to this Lease, and by this reference made a part hereof. Lessor reserves the right to modify existing BMPs or require that additional BMPs be implemented as technology changes, if existing BMPs are not being followed, and /or existing BMPs are found to be ineffective. 14. Lessee shall include and incorporate the following provisions into all berth and /or mooring rental agreements entered into after the Effective Date of this Lease: A. A provision which requires that berth holders maintain their boats in a safe operating condition, including suitable restrictions on maintenance activities performed at the inarina by berth holders, such as express prohibitions against any bottom paint application or removal and engine and hull washing; B. A provision which requires that boat engines shall be in compliance with all applicable pollution control measures and the berth holders shall exercise their best efforts to reduce air and water pollution; C. A provision which incorporates the BMPs for Berth Holders and Boaters as contained in Exhibit D to this Lease, and an acknowledgment by berth holders that the BMPs may be Ordinance No, 2617 N.C.S. Page 10 amended from time to time by Lessor. In addition, Lessee shall encourage its tenants to follow the BMPs for Berth Holders and Boaters by posting such publication in a prominent place within the Lease Premises. D. Lessee shall, on the first anniversary of the Lease and on every third anniversary of the Lease thereafter, provide Lessor a report on compliance with the BMPs required under this Lease. 15. CLIMATE CHANGE Lessee acknowledges that the Lease Premises and adjacent upland are located in an area that may be subject to effects of climate change, including sea -level rise. In addition, the Authorized Improvements in Section 1 herein may require more frequent maintenance to avoid degradation or dislodgement and to ensure continued function during unusual storm and wave events, and after storm seasons. To prepare for the potential effects of sea -level rise, including damage from flooding, erosion, tsunamis, waves, and storm - created debris, the Lessee shall comply with the following: 1) Lessee shall conduct a structural assessment of the Authorized Improvements within 180 days of tenth lease anniversary date. The structural assessment shall be performed by a civil or structural engineer licensed by the State of California. Such assessments shall be submitted to Commission staff for review and comment within 30 days of completion. 2) Lessee shall conduct visual inspections of the Authorized Improvements annually at the end of each storm season and following all major stormm events or unusual wave events such as caused by hurricanes, tsunamis, or King Tides. A written narrative report detailing such inspections shall be prepared and submitted on or before May 15 of each year for the term of the Lease. The report shall include, but not be limited to: (1) the dates of any major storm events and inspections; (2) who conducted the inspections and their credentials; (3) detailed descriptions of any damage identified including pictures; (4) any repairs /maintenance performed or planned as a result of identified damage; and (5) any repairs identified in previous reports but not completed prior to report submission. 3) Consistent with Section 3, Paragraph 8, the Lessee assumes the risks associated with the potential hazards related to sea -level rise and agrees to be solely responsible for all damages, costs, and liabilities arising as a result of the impacts of such hazards on the Lease Premises. Any additional maintenance or protection strategies necessitated by such hazards may require additional approval by Lessor pursuant to Section 3, Paragraph 5(a) -and be subject to environmental review. 16. APPLICATION FOR NEW LEASE: Lessee agrees to submit no later than two years prior to the expiration of this Lease either: (a) an application and minimum expense deposit for a new Lease for the' continued use of the Lease Premises, or (b) a plan for the restoration of the Lease Premises to be completed prior to the expiration of the lease terms, pursuant to Paragraph 12 of Section 3, General Provisions, of this Lease. Failure to submit the application and minimum expense deposit or the restoration plan shall be deemed a default of the Lease under Paragraph -12(b) of Section 3, General Provisions, of this Lease. Ordinance No. 2617 N.C.S. Page 1 1 17. LIVE ABOARD ATTRITION PLAN: Lessor and Lessee agree to the June 22, 2017 "Attrition Plan" (Exhibit E) whereby, within two years from the beginning date of the lease, the seven liveaboard vessels will be relocated off sovereign land. Notwithstanding the above plan, Lessee shall at all times comply with Paragraph 5(g) of Section 3, General Provisions, of this lease. Lessee agrees to provide staff with quarterly progress reports beginning September 22, 2017, reporting the status of the attrition plan. This attrition plan must be completed no later than June 30, 2019. Ordinance No. 2617 N.C.S. Page 12