Exhibit 4 - 2018 Pass-Through Agreements — Alameda City Council, September 5, 2023

FUNDING AGREEMENT BETWEEN THE CITY OF ALAMEDA AND THE ALAMEDA TRANSPORATION

MANAGEMENT ASSOCIATION (ALAMEDA TMA) ALLOWING PASS THROUGH OF TRANSPORTATION

DEMAND MANAGEMENT FEES FROM EXISTING TENANTS IN ALAMEDA POINT TO THE ALAMEDA TMA

FOR TDM PROGRAM IMPLEMENTATION
This funding agreement is entered into as of this 5 day of JUNE, 2018 by and between the City of Alameda, a municipal corporation ("City") and the Alameda Transportation Management Association (Alameda TMA) ("Provider") with reference to the following facts:

A. By Resolution No. 14891 the City Council of the City of Alameda certified the Final Alameda Point Environmental Impact Report ("FEIR") (State Clearinghouse No. 201312043) under the California Environmental Quality Act ("CEQA"), California Public Resources Code Section 21000 et seq. and adopted written findings and a Mitigation Monitoring and Reporting Program ("MMRP") on February 4, 2014, for the Alameda Point Project;
B. The City Council approved the Transportation Demand Management Plan for Alameda Point on May 20, 2014 (Alameda Point TDM Plan), a crucial component of the City's approach to addressing the City's transportation issues associated with the reuse and redevelopment of Alameda Point and to mitigate the transportation impacts identified in the FEIR; C. The intent of the Alameda Point TDM Plan is to provide strategies, measures and services that are combined into a comprehensive program to create the envisioned transit-oriented development at Alameda Point, to achieve the City of Alameda's General Plan goals to reduce automobile trips, and in particular, targets the reduction of solo driving trips, and to mitigate potential traffic impacts from existing and new development;
D. The adoption of the Alameda Point TDM Plan is required by the City's General Plan and the FEIR; E. Since approval of the Alameda Point TDM Plan, the City has taken active steps to implement the Alameda Point TDM Plan including applying and receiving a grant from the Metropolitan Transportation Commission (MC) to retain expert TDM consultants to help the City implement the TDM Plan at Alameda Point with developers, property owners and existing businesses; F. The City amended the Alameda Point TDM Plan to clarify that all Alameda Point property owners, tenants, developers and businesses are required to participate in complying with the Alameda Point TDM Plan;
G. The Alameda TMA was established in 2017 as an independent California non-profit public benefit corporation that oversees the ongoing implementation of the Alameda Point TDM Plan and the Northern Waterfront transportation mitigation area requirements with potential for expansion citywide;
H. The City is the landlord for many existing businesses in the Alameda Point Project Area and as such, collects rents and other associated fees and assessments, including those earmarked for TDM per the leasing agreements with the existing tenants;
Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 1

1. In January 2018, the Alameda Point Project Area Committee, the Alameda TMA Board and the Transportation Commission approved a transportation program and corresponding TDM fees for existing Alameda Point businesses for the first three years, which is the culmination of significant outreach and input from tenants at multiple meetings in 2017; J. On June 5, 2018, the City Council, (1) ratified the TDM fee amount, (2) provided that the fees paid by existing tenants beyond the first three years shall not increase more than five percent each year until the fee rates equal the special tax rates of the private property owners, and (3) allowed a pass through of the TDM fees from the existing tenants in Alameda Point to the Alameda TMA; K. Based on current cost estimates developed by the City's TDM expert, the transportation programs are expected to cost approximately $100,000 in 2018, $177,000 in 2019 and $261,000 in 2020; and
L. Funds from TDM fees paid by existing tenants in Alameda Point are expected to pay for the transportation programs that will be implemented by the Alameda TMA, and will be transferred from the City to the Alameda TMA and expended consistent with the Alameda Point TDM Plan per this funding agreement.

WITH REFERENCE TO THE FACTS RECITED ABOVE, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the 5 _ day of JUNE 2018, and shall terminate on the 5. day of JUNE 2021, unless terminated earlier as set forth herein.

This Agreement may be mutually extended, for up to seven (7) additional years, at the sole discretion of the City Manager, based, at a minimum, upon satisfactory performance of all aspects of this Agreement. The City Manager may submit written notice that the Agreement is to be extended at the same terms as the existing Agreement.

2. SERVICES TO BE PERFORMED:

Provider agrees to contract for management support for the Alameda TMA, and to do all necessary work included in Exhibit A-1 - Proposed Financial Plan for Transportation Programs. The services must not exceed the budget amount provided in Exhibit A-1, and may be altered - along with the budget - if consistent with the Alameda Point TDM Plan by vote of the Alameda TMA Board.

Alameda TMA shall submit to the City by March 1 of each year, an Annual Report for the preceding calendar year, which includes a financial and operations report, the outcome of annual employee/resident surveys, traffic counts and programs.

3. PASS-THROUGH OF FUNDS TO PROVIDER:

By the 1st day of May and November of each year, the City shall provide the Alameda TMA with a biannual pass through of the TDM fees from existing tenants in Alameda Point with not more than five percent annual increase in the business fee charges or until the existing tenant TDM fees equal the rate Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 2 of the special taxes on private properties that are generated for transportation purposes. In the event that TDM fee collections are less than the amount provided for in the approved budget, the Alameda TMA may institute reductions in service subject to approval of the Alameda TMA Board.

4. TIME IS OF THE ESSENCE:

Provider and City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

6. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

7. NON-DISCRIMINATION:

Consistent with City's policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Provider or Provider's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

8. HOLD HARMLESS:
a. Provider shall indemnify, defend, and hold harmless the City, its City Council, boards, commissions, officials, employees, and volunteers ("Indemnitees") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claims"), arising from or in any manner connected to Provider's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees, which allege negligence on behalf of the Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Provider. However, Provider shall not be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees.

Provider's obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.

Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 3

9. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City's Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with subsections 9A, B, C and D. Such certificates, which do not limit Provider's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide ten (10) days' advance written notice to the City of Alameda. Attention: Risk Manager." b. It is agreed that Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, and volunteers as additional insured shall be submitted with the insurance certificates.

A. COVERAGE:

Provider shall maintain the following insurance coverage:
(1) Workers Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above.
(3) Directors and Officers Liability:

Directors and Officers Liability insurance, which includes coverage for the professional acts, errors and omissions of Provider's Directors and Officers in the following minimum limits:
$1,000,000 each occurrence
Commercial Crime Insurance or Employee Dishonesty/Fraud:

Employee Dishonesty/Fraud insurance, which includes coverage for employee theft, forgery or alteration, and funds transfer fraud, in the following minimum limits:
$250,000 each occurrence for the first three
years; $500,000 for years four and five and $1,000,000
for subsequent years
B. SUBROGATION WAIVER:

Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Provider shall look solely to its Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 4 insurance for recovery. Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Provider or City with respect to the services of Provider herein, a waiver of any right to subrogation which any such insurer of said Provider may acquire against City by virtue of the payment of any loss under such insurance.

C. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Provider's name or as an agent of the Provider and shall be compensated by the Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. ADDITIONAL INSURED:

City, its City Council, boards, commissions, officials, employees, and volunteers shall be named as an additional insured under all insurance coverages, except worker's compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. SUFFICIENCY OF INSURANCE:

The insurance limits required by City are not represented as being sufficient to protect Provider.

Provider is advised to consult Provider's insurance broker to determine adequate coverage for Provider.

10. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement requires Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

11. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager may consent or reject such request in his/her sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.

Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 5 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Provider, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Provider is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means corporation.

12. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City Business License that may be required in connection with the performance of the services and tasks hereunder.

All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.

If supplemental examination or audit of the Records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs supplemental examination

Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

C. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 6 d. All notices, demands, requests, or approvals from Provider to City shall be addressed to City at:

City of Alameda
Base Reuse, and Transportation Planning
2263 Santa Clara Avenue, Room 130
Alameda, CA 94501
ATTENTION: Jennifer Ott, Director of Base Reuse and Transportation Planning Ph: 510.747.4747 / Fax: 510.522.7538
e. All notices, demands, requests, or approvals from City to Provider shall be addressed to Provider at:

Alameda Transportation Management Association (Alameda TMA) City Hall West
950 West Mall Square, Room 239
Alameda, CA 94501
ATTENTION: Michael O'Hara, Chairman
Ph: (925) 380-1223 / Fax: (925) 380-1214

The Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. The Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider's employee(s) involved in the incident; (iii) name and address of Provider's liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

16. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within thirty (30) business days after receipt by Provider from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default; City may thereafter immediately terminate the Agreement forthwith by giving to the Provider written notice thereof. If such breach or failure cannot reasonably be cured within such thirty (30) day period and the Provider has commenced the cure within such thirty (30) day period and thereafter is Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 7 diligently working in good faith to complete such cure, the breach or failure must be cured within one hundred twenty (120) days.
b. The foregoing notwithstanding, City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Provider as provided herein.

C. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In addition, the City shall be entitled to a refund of any TDM fees provided to the Alameda TMA but not expended as of the date of the notice of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

17. ATTORNEY'S FEES:

In the event of the bringing of any action or suit by a party hereto against the other party by reason of any breach of any covenants, conditions, obligation or provision arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expenses of the action or suit, including reasonable attorneys' fees, experts' fees, all court costs and other costs of action incurred by the prevailing party in connection with the prosecution or defense of such action and enforcing or establishing its rights hereunder (whether or not such action is prosecuted to a judgment). For the purposes of this Agreement, reasonable fees of attorneys of the Alameda City Attorney shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the Alameda City Attorney's services were rendered who practice in Alameda County in law firms with approximately the same number of attorneys as employed by the Alameda City Attorney's Office.

18. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the Term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by the Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by City.

19. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 8

20. WAIVER:

A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

21. INTEGRATED CONTRACT:

The Recitals and Exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Provider.

22. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

Signatures on next page
Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 9 IN WITNESS WHEREOF, the City and Alameda TMA Executive Director have executed this funding agreement on the dates below and agree that this funding agreement is effective as of the date referenced in the funding agreement's first paragraph.

CITY OF ALAMEDA
By: _
Elizabeth D. Warmerdam
Acting City Manager
Date: 1/11/18
Recommended for Approval:

Jennifer O
Acting Assistant City Manager
Approved as to Form:
cello Ve
Celena Chen
Assistant City Attorney

ALAMEDA TRANSPORTATION MANAGEMENT ASSOCIATION
By:

Chairman, Alameda Transportation Demand Management (Alameda TMA) Date: 5-17.18
Funding Agreement - City and Alameda TMA 2018 - Existing Tenant Alameda Point TDM Fees 10 Alameda Point Revised Jan 10, 2018
3-Year Budget Planning
2018 Expenses 2019 Expenses 2020 Expenses
Management 30,500 (detail below) Management 61,700 Management 92,900 Carpools 10,000 Carpools 10,000 Carpools 15,000
RideReport 12,000 RideReport 10,000 RideReport 10,000
1000 EZ Passes 45,000 (Aug. start) 1000 EZ Passes 90,000 1500 EZ Passes (1) 135,000 Total 97,500 Total 171,700 Total 252,900
3% increase 5,151 3% increase 7,587
Total Expense 176,851 Total Expense 260,487
Assessments & Revenues: Assessments & Revenues: Assessments & Revenues:
90% storage $0.02 90% storage $0.05 90% storage $0.06
Industrial $0.04 Industrial $0.08 Industrial $0.12
Mixed Use $0.07 Mixed Use $0.12 Mixed Use $0.18
Office/Retail $0.09 Office/Retail $0.15 Office/Retail $0.22 Sub-total 182,653 Sub-total 265,821
Est. Property Sales* 86,473 Est Property Sales* 279,472 Total Revenues $ 98,123 Total Est. Revenues 269,126 Total Est. Revenues 545,293 Excludes property sales for 2018. *Includes Bladium, Big 91, Blg 9 *IncludesBlg 8, Bladium, Blg 91, Blg 9 TMA Management Detail Total Cost 2019 2020
ED Contract (grant funded) ED Contract 31,200 ED Contract* 62,400 Insurance 5,000 Other Expenses 30,500 Other Expenses 30,500 Office & meeting exp. 3,000 Total Alameda Pt 61,700 Total Alameda Pt 92,900 Accounting 12,000
website and marketing 5,000 ED may be full time 104,000 misc. 1,000
annual surveys, counts 35,000
Total 61,000 (1) assumes 500 more AC Transit passes
50% Share* 30,500
*Alameda Pt pays 50% of common expenses
Plan revised Dec 19,2017
Name Big it Address Use 2018 Rate Monthly Annual Annual 2019 Rate Monthly Annual 2020 Rate Monthly Annual 707 West Tower Ave LLC 80,907 707/9 W. Tower Ave. $0.55 12 $0.55 $44,499 $0.55 12 $44,499
Advanced Roofing Services 4,000 612 1450 Viking St. $0.04 $13 $160 $0.08 $26.67 $480 $320 $O.12 $40
Aircraft Carrier Hornet Foundation* 100,000 Pier 3 1399 Ferry Point Pier 3 $0.04 $333 $4,000 S0.08 $666.67 $8,000 $O.12 $1,000 $12,000
Alameda Development Corporation 314 950 W. Mall Sq. $0.09 $2 $28 SO.15 $3.93 $47 $6 $0.22 $69
Alameda Naval Air Museum 21,136 2151 Ferry Pt $0.04 $70 $845 $0.08 $140.91 $1,691 $0.12 $211 $2,536
Alameda Point Collaborative 9,795 89,018 607 and 650 W. Rang $0.09 $741 $8,893 $0.15 $1,235.16 $14,822 $0.22 $1,812 $21,739
Alameda Point Redeveloper 270,000 2350 Saratoga St $0.55 $0.55 SO $0.00 $0.55 $12,375 $148,500
Alameda Point Storage Inc. 229,420 51 Oriskany Ave $0.02 $4,588 $0.05 $955.92 $11,471 $0.06 $13,765 $1,147
Antiques By The Bay 25,747 2700 Saratoga St. $0.09 $2,317 $O.15 $321.84 $3,862 $0.22 $472 $5,664 Astra Space 17,335 1690 Orion St. $0.04 $58 $693 $0.08 $115.57 $1,387 $O.12 $173 $2,080 Auctions By the Bay 63,972 2701 Monarch St $0.07 $4,478 $0.12 $639.72 $7,677 $0.18 $960 $11,515
Auctions By the Bay 23,208 2751 Todd St $0.07 $1,625 $O.12 $232.08 $2,785 $O.18 $348 $4,177 Bay Ship & Yacht 2,700 1450 Ferry Pt $0.04 $108
$0.08 $18.00 $216 $0.12 $27 $324
Bladium Inc. 104,000 800 W. Tower Ave. $0.55 $0.55 $4,766.67 $57,200 $0.55 $4,767 $57,200 Complete Coach Works 14,997 Sui $0.04 $50 $600 $O.08 $1,800 $99.98 $1,200 $O.12 $150
Container Storage 53,200 17,789 Ave i $0.02 $1,420 $0.05 $295.79 $3,549 S0.06 $355 $4,259
Delphi Productions 106,000 950 W. Tower Ave. $0.04 $4,240 $0.08 $706.67 $O.12 $8,480 $1,060 $12,720
Dreyfuss Capital 8,107 1701 Monarch St $0.02 $14 $162 $0.05 $33.78 $405 $0.06 $41 $486
Faction Brewing LLC 32,500 2501 Monarch St. $0.07 $2,275 $0.12 $325.00 $3,900 $0.18 $5,850 $488
Ferrous Investment $o $0.00 $O
Google 16,888 2175 Monarch St $0.09 $1,520 $0.15
$211.10 $2,533 $0.22 $310 $3,715
Google 110,561 1190 W. Tower Ave $0.09 $9,950 $O.15 $1,382.01 $16,584 $0.22 $2,027 $24,323
Google 65,400 1150 West Tower Avenue $0.04 $2,616 $0.08 $436.00 $5,232 $O.12 $654 $7,848 Kai Concepts 28,636 1651 Viking St $2,577 $0.15 $357.95 $4,295 $0.22 $525 $6,300 La Costa Pacifica inc 18,160 $726 $0.08 $121.07 $1,453 $O.12 $182 $2,179 Maritime Administration 88,783 Haps eatens assess food 1651 Viking St. $7,990 $0.15 $1,109.79 $13,317 $0.22 $1,628 $19,532 Matson 53,785 1500 Ferry Pt $0.04 $2,151 $0.08 $358.57 $4,303 $0.12 $538 $6,454 Natel Energy 65,000 2401 Monarch St $0.04 $2,600 $0.08 $433.33 $5,200 $0.12 $650 $7,800 Navigator Systems 31,394 1800 Ferry Point $52 $628 $0.05 $130.81 $1,570 $0.06 $157 $1,884 North Waterfront Cove LLC $O $0.00 so SO
NRC Environmental Services 16,603 1605 Ferry Pt $0.09 $1,494 $0.15 $207.54 $2,490 $0.22 $304 $3,653 NRC Environmental Services 1,800 1610 Ferry Pt. $0.09 $14 $162 $0.15 $22.50 $270 $0.22 $33 $396 Pacific Automated 37,234 1951 Monarch St. #200 $0.04 $1,489 $0.08 $248.23 $2,979 $0.12 $372 $4,468 Pacific Fine Foods 2,965 2480 Monarch St $0.04 $10 $119 $0.08 $19.77 $237 $0.12 $30 $356 Pacific Pinball Museum 43,355 1680 Viking St S0.02 $72 $867 $0.05 $180.65 $2,168 $0.06 $217 $2,601 Power Engineering 55,471 1501 Viking St. Suite 200 $0.04 $2,219 $0.08 $369.81 $4,438 $0.12 $555 $6,657 Proximo/Hangar 1 32,444 2505 Monarch St. $0.07 $2,271 S0.12 $324.44 $3,893 $0.18 $487 $5,840 Rain Defense 25,000 2451 Hancock St. $0.04 $1,000 S0.08 $166.67 $2,000 $O.12 $250 $3,000 Rock Wall Wine Company, Inc. 40,868 Monarch St. Suil $0.07 $2,861 S0.12 $408.68 $4,904 $0.18 $613 $7,356 Saildrone 110,561 W. Tower Ave & $0.04 $4,422 $0.08 $737.07 $8,845 $O.12 $1,106 $13,267 St. George Spirits Inc. 65,000 2601 Monarch St $0.07 $4,550 $0.12 $650.00 $7,800 $0.18 $975 $11,700 Steeltown Winery LLC 5,220 2440 Monarch St. $0.04 $17 $209 $0.08 $34.80 $418 $O.12 $52 $626 Sustainable Technologies 12,156 1,640 Orion St Ste. 10: $0.02 $276 $0.05 $57.48 $690 $0.06 $69 $828 Turn Key Show Productions 8,080 101 W. Tower Ave $0.02 $13 $162 S0.05 $33.67 $404 $0.06 $40 $485 WETA 28,000 Pier 3 $0.09 $2,520 $0.15 $350.00 $4,200 S0.22 $513 $6,160 Williams Sonoma 43,355 169 1680 Viking St $0.04 $1,734 $0.08 $289.03 $3,468 $0.12 $434 $5,203 Wonky & Wonky Kitchen LLC 5,073 44 2400 Monarch St. $203 50.08 $33.82 $406 $0.12 $51 $609 Wrightspeed Powertrains Inc. 109,293 650W. Tower Ave $4,372 $0.08 $728.62 $8,743 S0.12 $1,093 $13,115 AP Building 91, ULC 53,223 651W Tower Ave $0.55) $2,439.39 $29,273 50.55 2439.388 $29,273 TOTAL 2,341,646 $98,123 $o $269,125 $545,293
No special assessmts
in 2018

FUNDING AGREEMENT BETWEEN THE CITY OF ALAMEDA AND THE ALAMEDA TRANSPORATION

MANAGEMENT ASSOCIATION (ALAMEDA TMA) ALLOWING PASS THROUGH OF SPECIAL TAXES

GENERATED FOR TRANSPORATION PURPOSES FROM PROPERTY OWNERS WITHIN COMMUNITY FACILITIES DISTRICT 17-1 (CFD 17-1) AT ALAMEDA POINT TO THE ALAMEDA TMA FOR TDM PROGRAM

IMPLEMENTATION
This funding agreement is entered into as of this 5 td day of JUNE, 2018 by and between the City of Alameda, a municipal corporation ("City") and the Alameda Transportation Management Association (Alameda TMA) ("Provider") with reference to the following facts:

A. The City of Alameda Special Tax Financing Improvement Code, constituting Section 3-70.1 et seq. of the Alameda Municipal Code (the "Law") allows for the formation of CFDs and levy of special taxes therein;
B. Properties in the Alameda Point area of the City of Alameda (the "City") are required to comply with the Alameda Point Transportation Demand Management Plan and City's Fiscal Neutrality Policy for Alameda Point (the "Fiscal Neutrality Policy"), and to allow for annual financing of costs of providing public services to the area, including transportation services and programs;
C. The City of Alameda (the "City") has entered into a Disposition and Development Agreement for Alameda Point-Site A with Alameda Point Partners (the "Developer"), dated as of August 5, 2015 (the "Site A DDA");
D. Under Section 3.1(c) of the Site A DDA, the Developer has agreed to certain "Public Agency Contributions" for the Alameda Point-Site A Transportation Demand Management Compliance Strategy (the "TDM Compliance Strategy"), and for municipal services to be provided to the Alameda Point-Site A development;
E. The Developer has further agreed in the Site A DDA that to ensure the City will receive the Public Agency Contributions, the City has the right to establish a special tax district, subject to the parameters for such district set forth in the Site A DDA; F. In addition to the property identified in the Site A DDA, the CFD includes all of the property within the adaptive reuse area of Alameda Point that is currently owned by the City and is outside of California State Lands jurisdiction so that when parcels within the adaptive reuse area are conveyed to private property owners they will be subject to the levy of special taxes to pay for public services;
G. Under the Law, this City Council is the legislative body for any CFD and is empowered with the authority to establish a CFD and levy special taxes on property located within the community facilities district;
H. On March 17, 2017, the City Council approved the establishment of CFD 17-1 for services requiring a special tax on private property at Alameda Point to fund transportation services and programs (among other public services) consistent with the Alameda Point TDM Plan; Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 1 I. As part of the TDM Compliance Strategy, the City has taken active steps to implement the Alameda Point TDM Plan including applying and receiving a grant from the Metropolitan Transportation Commission (MTC) to retain expert TDM consultants to help the City implement the TDM Plan at Alameda Point with developers, property owners and existing businesses; J. The Alameda TMA was established in 2017 as an independent California non-profit public benefit corporation that oversees the ongoing implementation of the Alameda Point TDM Plan and the Northern Waterfront transportation mitigation area requirements with potential for expansion citywide; K. On June 5, 2018, the City Council allowed a pass through of the special taxes generated from CFD 17-1 for transportation from the City to the Alameda TMA; and L. Funds from special taxes generated from CFD 17-1 for transportation are expected to pay for transportation programs that will be implemented by the Alameda TMA, and will be transferred from the City to the Alameda TMA and expended consistent with CFD 17-1 and the Alameda Point TDM Plan per this funding agreement.

WITH REFERENCE TO THE FACTS RECITED ABOVE, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the 5th day of JUNE 2018, and shall be consistent with the term of the special tax, which is in perpetuity, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to contract for management support for the Alameda TMA, and to do all necessary work consistent with the Alameda Point TDM Plan and the services that are eligible to be funded by the CFD such as transportation demand management services and expenses, including but not limited to: public or private bus services, the purchase of bus vehicles, purchase and distribution of contributions towards bus and other transportation passes (such as Alameda-Contra Costa Transit District's "EasyPass," "BikeLink" and "Clipper cards," or the equivalent of any of the foregoing), transportation demand management service staffing and other administrative costs, rideshare subsidies or contracts, website maintenance, safety educational and marketing materials, bike/pedestrian facilities, bike share station installation equipment and operations, monitoring contracts and surveys, and parking management. Alameda TMA shall submit to the City by March 1 of each year, an Annual Report for the preceding calendar year, which includes a financial and operations report, the outcome of annual employee/resident surveys, traffic counts and programs.

3. PASS-THROUGH OF FUNDS TO PROVIDER:
a. By the 15* day of February and June of each year, the City shall provide the Alameda TMA with a biannual pass through of the special taxes generated from CFD 17-1 for transportation purposes from property owners within the CFD at Alameda Point.

Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 2 b. The pass-through amount under this Agreement is not to exceed the total amount of the special taxes that are generated from CFD 17-1 for transportation purposes from property owners within the CFD at Alameda Point.

4. TIME IS OF THE ESSENCE:

Provider and City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

6. IMIMIGRATION REFORM AND CONTROL ACT (IRCA):

7. NON-DISCRIMINATION:

8. HOLD HARMLESS:
a. Provider shall indemnify, defend, and hold harmless the City, its City Council, boards, commissions, officials, employees, and volunteers ("Indemnitees") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claims"), arising from or in any manner connected to Provider's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege negligence on behalf of the Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Provider. However, Provider shall not be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees.

Provider's obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.

Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 3

9. INSURANCE:

On or before the commencement of the terms of this Agreement, Provider shall furnish the City Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with subsections 9A, B, C and D. Such certificates, which do not limit Provider's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide ten (10) days' advance written notice to the City of Alameda. Attention: Risk Manager." b. It is agreed that Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, and volunteers as additional insured shall be submitted with the insurance certificates.

A. COVERAGE:

Provider shall maintain the following insurance coverage:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Directors and Officers liability insurance which includes coverage for the professional acts, errors and omissions of Provider's Directors and Officers in the following minimum limits:
$1,000,000 each occurrence
(4) Commercial Crime Insurance or Employee Dishonesty/Fraud:

Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Provider shall look solely to its Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 4 insurance for recovery. Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Provider or City with respect to the services of Provider herein, a waiver of any right to subrogation which any such insurer of said Provider may acquire against City by virtue of the payment of any loss under such insurance.

C. FAILURE TO SECURE:

D. ADDITIONAL INSURED:

E. SUFFICIENCY OF INSURANCE:

The insurance limits required by City are not represented as being sufficient to protect Provider.

Provider is advised to consult Provider's insurance broker to determine adequate coverage for Provider.

10. CONFLICT OF INTEREST:

Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 5 b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Provider, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Provider is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent of voting power the corporation.

12. PERMITS AND LICENSES:

13. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of the Provider's performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by City that relate to the performance of the services and tasks under this Agreement (collectively the "Records").
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.

C. If supplemental examination or audit of the Records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated the supplemental examination audit.

14. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party's respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 6 d. All notices, demands, requests, or approvals from Provider to City shall be addressed to City at:

15. SAFETY:
a. The Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. The Provider's failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. The Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. The Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider's employee(s) involved in the incident; (iii) name and address of Provider's liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

16. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within thirty (30) business days after receipt by Provider from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default; City may thereafter immediately terminate the Agreement forthwith by giving to the Provider written notice thereof. If such breach or failure cannot reasonably be cured within such thirty (30) day period and the Provider has commenced the cure within such thirty (30) day period and thereafter is Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes •
diligently working in good faith to complete such cure, the breach or failure must be cured within one hundred twenty (120) days.
b. The foregoing notwithstanding, City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Provider as provided herein.

C. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In addition, the City shall be entitled to a refund of any special tax provided to the Alameda TMA but not expended as of the date of the notice of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

17. ATTORNEY'S FEES:

18. COMPLIANCE WITH ALL APPLICABLE LAWS:

19. CONFLICT OF LAW:

Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 8

20. WAIVER:

21. INTEGRATED CONTRACT:

22. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

Signatures on next page
Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 9 IN WITNESS WHEREOF, the City and Alameda TMA Executive Director have executed this funding agreement on the dates below and agree that this funding agreement is effective as of the date referenced in the funding agreement's first paragraph.

CITY OF ALAMEDA
By: _
Elizabeth D. Warmerdam
Acting City Manager
Date: 6/11/18
Recommended for Approval:

Jennifer O
Acting Assistant City Manager
Approved as to Form:
within the CFD at Alameda Point
Celena Chen
Assistant City Attorney

ALAMEDA TRANSPORTATION MANAGEMENT ASSOCIATION
By:

Michael O'Har
Chairman, Alameda Transportation Demand Management (Alameda TMA) Date: 517-18
Funding Agreement - City and Alameda TMA 2018 - CFD Special Taxes 10

Alameda City CouncilSeptember 5, 2023

Alameda City Council
September 5, 2023