Exhibit 1: Agreement - REVISED — Alameda City Council, December 17, 2024

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1 SERVICE PROVIDER AGREEMENT Exhibit 1

This SERVICE PROVIDER AGREEMENT (“ Agreement”) is entered into this day of December 2024 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and LPC West LP, a Delaware limited partnership, whose address is 322 Pine Street, San Francisco, CA 94104 (“ Provider”), in reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: property management services for the properties identified on Exhibit A attached hereto (collectively, the “Managed Properties”). City staff issued an RFP/RFQ dated October 11, 2024 and after a submittal period of 18 days received a number of timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs.

C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

D. Whereas, the City Council authorized the City Manager to execute this Agreement on December 17, 2024.

E. The City and Provider desire to enter into an agreement for property management services upon the terms and conditions herein.

AGREEMENT

NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the 1 st day of January 2025 and shall terminate on the 31st day of December 2026, unless terminated earlier as set forth herein.

The parties may agree to extend the term of this Agreement for up to two (2) extension terms, with each extension term having an additional two (2) year term. Any extension shall be documented in a signed amendment. In the event that the parties agree to extend the Agreement, all provisions of the Agreement shall remain unchanged, except for mutually agreeable modifications to fees, staffing reimbursements and other economic terms as negotiated and agreed by the parties and memorialized in a signed amendment to this Agreement.

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2 2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit B as requested. Provider acknowledges that the work plan included in Exhibit B does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit C and incorporated herein by this reference.

Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit C.

b. Total compensation shall not exceed as follows:

Term
January 1, 2025-December 31, 2026
January 1, 2027-December 31, 2028
January 1, 2029-December 31, 2030
Total over six years
Total Not to Exceed*
$3,462,138
$3,800,641
$4,173,257
$11,436,037.

For clarification purposes, the parties agree and confirm that the above not -to-exceed compensation for the initial 2 -year term does not include the licensing commissions due and payable to Provider pursuant to Exhibit D as such licensing commissions will fluctuate.

Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.

4. BUDGET AND EXPENSES
a. Budgets. Provider acknowledges that the fiscal year for the City is July 1-June 30. No later than February 15th of each year, or such other date specified in a written notice from the City to Provider, Provider shall submit to the City, for the City's written approval (which shall not be unreasonably withheld), a proposed budget for each of the Managed Properties, and a description of the property management services to be provided by Provider during the next fiscal year. Provider shall provide such other financial data and other information as may be required by the City in connection with the preparation of its annual business plan or which may otherwise be reasonably requested by the City.

b. Expense of City. All payments made, or expenses incurred, by the Provider in the performance of the property management services performed by Provider pursuant to this Agreement shall be paid or reimbursed by the City, except as otherwise provided in this Agreement. The C ity shall pay to LPC West GP, Inc., holding CA Broker License #2221927 (California Department of Real Estate) as general partner of Provider, whom the parties hereto acknowledge and agree confers benefits to Provider in consideration for su ch fees, all compensation due and payable to Provider pursuant to this Agreement.

c. Payment by the Provider. Subject to Section 4(d) below, without the necessity of obtaining the prior written consent of the City, the Provider shall make all payments for repairs and maintenance costs incurred and equipment and supply purchases made pursuant to the service contracts entered into by the City as further described in Paragraph A(vii) of Exhibit B attached hereto or the budget approved pursuant to Section 4(a) above. .
d. Source of Payment. Any authorized payments made by the Provider on behalf of the City shall only be made out of such funds as the Provider may from time to time hold for the account of the City or as may be provided by the City.

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3 5. TIME IS OF THE ESSENCE:

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

6. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline for comparable quality and type of real estate in the same geographic area where the Property is located (the “Standard of Care”). Notwithstanding anything in this Agreement which may be construed to the contrary, in all instances, P rovider’s duties and responsibilities under this Agreement are subject to the Standard of Care, not any different or higher standard, and Provider shall not be deemed in breach or default of its obligations under this Agreement so long as Provider performs its duties and responsibilities under this Agreement consistent with the Standard of Care. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of Provider’s employees and subcontractors directly engaged by Provider (the “Provider Direct Subcontractors”) shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement. Provider further represents that it (and its employees and the Provider Direct Subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or any Provider Direct Subcontractor who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.

7. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any employee of Provider and any Provider Direct Subcontractor shall not be employees of City.

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4 8. 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 the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

9. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees and the Provider Direct Subcontractors shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non- discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

10. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (collectively, the “City Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorneys’ fees and costs of litigation (collectively, “Claims”), to the extent arising from or related to (i) Provider ’s gross negligence, or reckless or willful misconduct, (ii) Provider’s breach of this Agreement, or (iii) work conducted or performed by Provider outside of the scope of authority expressly granted to Provider pursuant to this Agreement. Notwithstanding the foregoing, the foregoing indemnification shall not extend to any Claims to the extent arising out of or related to (1) any gross negligence, or reckless or willful misconduct, by the City or any of the Cit y Indemnitees; (2) the performance, not amounting to gross negligence, or reckless or willful misconduct, by Provider of any of its obligations under this Agreement, including any damage or injury to any employees or other persons or property arising out of the use, administration, or control of the Managed Properties during the term of this Agreement; (3) any condition of the Managed Properties, unless the condition of such Managed Property results from Provider’s gross negligence, reckless or willful misc onduct; and/or (4) the City’s breach of its obligations under this Agreement.
b. As to Claims arising out of the acts of Provider or its employees only for which Provider is expressly obligated to indemnify City under Section 10(a) above, Provider’s commercial general liability insurance policy shall include a stipulation that the insu rance is primary insurance and that no insurance or self -insurance of the City will be called upon to contribute to a loss relating to any such Claims.
c. Notwithstanding the foregoing, except as expressly provided in Section 10(b) Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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5 above, the City’s liability insurance policies, which include any self-insurance of the City, shall at all times be primary and non-contributory with any liability insurance carried by the Provider with respect to any Claims arising out of the performance or non-performance of Provider’s duties and activities within the scope of this Agreement or arising from any action, or from any activity on, or condition of, any of the Managed Properties, but only to extent that the Provider’s actions or inaction does not amount to gross negligence, or reckless or willful misconduct. d. To the fullest extent permitted by law, City shall indemnify, defend (with counsel acceptable to the City) and hold harmless Provider and its employees, agents, Provider Direct Subcontractors, representatives, officers, members, managers, principals (collectively, the “Provider Indemnitees”) from and against any and all Claims to the extent arising out of or related to (1) any gross negligence, or reckless or willful misconduct, by the City or any of the City Indemnitees; (2) City’s breach of this Agreement; (3) subject to Section 10(h) below, the performance, not amounting to negligence, gross negligence, or reckless or willful misconduct, by Provider of any of its obligations under this Agreement, including any damage or injury to any employees or other persons or property arising out of the use, administration, or control of the Managed Properties during the term of this Agreement; and/or (4) subject to Section 10(h) below, any condition of the Managed Properties, unless the condition of such Managed Property results from Provider’s or the Provider Direct Subcontractors’ negligence, gross negligence, reckless or willful misconduct; provided, however, that such indemnity shall not extend to any Claims to the extent arising out of or related to (i) subject to Section 10(h) below, any negligence, gross negligence, or reckless or willful misconduct, by the Provider or any of the Provider Indemnitees; (ii) any act taken by Provider or any Provider Indemnity which is outside of the scope of the Provider’s authority expressly granted to Provider pursuant to this Agreement, and/or (iii) subject to Section 10(h) below, the Provider’s breach of its obligations under this Agreement. e. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

f. As to Claims for professional liability only, Provider’s obligation to defend the City Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8.

g. Provider’s and City’s obligation to indemnify, defend and hold harmless the City Indemnitees and Provider Indemnitees, as applicable, shall expressly survive the expiration or early termination of this Agreement.

h. SCOPE AND LIMITATION ON LIABILITY.

(1) Except as provided in Section 10(h)(5) below and subject to Section 10(h)(3) and (4), Provider shall be fully liable and responsible for its indemnification obligations, as set forth in Section 10(a) of this Agreement and without other limitation.

(2)
Except as provided in Section 10(h)(5) below and subject to Section 10(h)(3) and (4), City shall be fully liable and responsible for its indemnification obligations, as set forth in Section 10(d) of this Agreement and without other limitation.

(3) Except as provided in Section 10(h)(5) below, Provider’s liability and responsibility for third-party Claims to the extent arising from the regular or ordinary negligence by the Provider while performing any of its Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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6 obligations under this Agreement (“Negligent Performance”) shall be limited to the maximum of the available insurance proceeds from Provider’s insurance coverage, or if Provider fails to carry the insurance required of it under this Agreement, maximum insurance proceeds that would have been available had Provider carried the insurance required of it under this Agreement (herein after “Insurance Maximums”). Any liability for such Claims resulting from Provider’s Negligent Performance beyond said Insurance Maximums shall be the City’s responsibility.

(4) The City shall take initial responsibility for the primary defense of any third-party Claim alleging Provider’s Negligent Performance, either solely or in combination with any other allegation based on Provider’s performance of its duties and activities within the scope of this Agreement or arising from or related to the condition of the Managed Properties, and where the City and the Provider are not adverse with respect to each other as provided in Subsection (6) below, up to the conclusion of the trial court process, settlement, arbitration or other dispute resolution process, or by other means agreed upon by the City and the Provider, as applicable (each, a “Dispute Resolution Proceeding”). To the extent that it is ultimately determined as part of the Dispute Resolution Proceeding for a Claim, that (i) Negligent Performance by Provider occurred with respect to such Claim, then Provider shall ultimately bear full responsibility for (and to the extent of) its “pro rata share” of liability and related attorneys’ fees and costs of defense for such Claim up to Provider’s Insurance Maximums, and/or (ii) Provider was grossly negligent, reckless, or engaged in willful misconduct with respect to such Claim, then Provider shall ultimately bear full responsibility for (and to the extent of) its “pro rata share” of liability and related attorneys’ fees and costs of defense without limitation except as provided in Section 10(h)(5) below. For clarification, “pro rata share” as used in this Agreement shall mean a party’s respective percentage share of fault with respect to such Claim as determined pursuant to the Dispute Resolution Proceeding, which therefore will establish (and will be equal to) such party’s respective “pro rata share” of attorneys’ fees and defense costs and liability for such Claim. For example, if it is determined pursuant to the Dispute Resolution Process that a party is 30% at fault with respect to a particular Claim, then such party’s pro rata share of defense costs and liability for such Claim is also 30%.

For the avoidance of doubt, the conclusion of the Dispute Resolution Proceeding, as applicable, determining liability shall immediately trigger the Provider’s payment of its “pro rata share” of responsibility in accordance with the terms of this Section 10, notwithstanding any pending appeals which might ultimately alter such responsibility. The parties shall bear their own costs on any appeal. By way of example, if the Dispute Resolution Proceeding determines that the Provider’s Negligent Performance (i.e. ordinary negligence) was 50% at fault with respect to such Claim , and the City was 50% at fault for such Claim, where the total award to the plaintiff is $1M and the total cost of defense (inclusive of attorneys’ fees) borne by the City is $800,000, the Provider (or its insurance carrier as appropriate) shall pay the plaintiff $500,000 and the City $400,000, but in no event shall Provider’s aggregate responsibility for Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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7 the ins e certi
amounts payable to the City and the plaintiff exceed Provider’s Insurance Maximums with respect to Provider’s Negligent Performance.

For further example, if the Dispute Resolution Proceeding determines that the Provider’s gross negligence was 50% at fault with respect to such Claim and the City was 50% at fault for such Claim, where the total award to the plaintiff is $10M and the total cost of defense (inclusive of attorneys’ fees) borne by the City is $800,000, the Provider (or its insurance carrier as appropriate) shall pay the plaintiff $5M and the City $400,000.

(5) Notwithstanding anything in this Agreement to the contrary, neither the City nor Provider shall have any liability to the other for consequential or indirect damages (including lost profits, lost opportunities, lost/ impaired capacity, lost/impaired goodwill, and/or business interruption costs) of any kind (provided that damages flowing from third party Claims covered under a party's indemnity obligations are not "consequential or indirect" for purposes of this provision).

(6) Notwithstanding anything in this Agreement to the contrary, neither the City nor the Provider shall be required to indemnify, defend, or hold harmless each other in any claim or litigation where the City and the Provider are adverse to each other.

11. 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 Sections

11.b. (1) through (5). The Certificate Holder should be The City of Alameda, 2263 Santa Clara Ave., Alameda, CA 94501. 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 thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.”

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 licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to t he City at the address described in Section 18.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents and volunteers as additional insureds on insurance coverage other than workers’ compensation and professional liability shall be submitted with the insurance certificates.

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b. COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:

Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (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 per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents and volunteers is required. The Additional Insured Endorsement shall include primary and non- contributory coverage at least as broad as the CG 2010.

(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

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9 Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents and volunteers is required.

(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology- based, in the following minimum limits:
$2,000,000 each claim

Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the ca re, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.

(5) Cyber Liability:

Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits:

$2,000,000 per occurrence or claim.

As provided in Section 10(b) above, with respect to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy provided such claims arise out of the acts of Provider or its employees for which Provider is expressly obligated to indemnify City under Section 10(a) above (for the avoidance of doubt, subject to Sections 10(h)(3) and (4) as applicable). Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City with respect to claims arising out of the acts of Provider or its employees only for which Provider is expressly obligated to indemnify City under Section 10(a) Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss for which Provider has agreed to provide comprehensive general and automotive liability insurance and which arises out of the acts of Provider or its employees for which Provider is expressly obligated to indemnify City under Section 10(a) above (for the avoidance of doubt, subject to Sections 10(h)(3) and (4) as applicable). Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Provider’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider and its employees, and the Workers’ Compensation policy of the Provider Direct Subc ontractors shall be endorsed with a waiver of subrogation in favor of the City for all work performed by such Provider Direct Subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by 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.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ 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.

Only with respect to claims arising out of the acts of Provider or its employees for which Provider is expressly obligated to indemnify City under Section 10(a) above, additional Insured coverage under Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self -insurance (for the avoidance of doubt, with respect to Provider’s Negligent Performance liability Section 10(h) (3) and (4) shall apply). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the 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.
g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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11 in full.

12. 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 require 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. Nothing contained in this Agreement shall be construed to prohibit Provider, or any firm, individual, company, partnership or corporation controlled by, under common control with or controlling Provider, or any partner of Provider or of a company, partnership or corporation controlling Provider, or of a company, partnership or corporation owned or controlled directly or indirectly by such shareholder(s), or any partner of Provider, or any other directly or indirectly related or affiliated party, from acquiring, owning , financing, operating, leasing, providing asset management services to, providing property and construction management services to, providing leasing services to, developing, investing in, or disposing of any real estates or mortgage interests therein not owned or operated by the City, or engaging in or possessing an interest in another business venture of any nature and description, independently or with others. None of the aforementioned transactions or ventures shall be deemed a conflict of interest, a breach of this Agreement or a breach of any fiduciary duty, and the City shall have no right, title or interest in or to the income or profits derived therefrom.

13. 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 or their designee may consent or reject such request in their 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.

b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

14. APPROVAL OF SUB-PROVIDERS:
a. If after the start of this Agreement, Provider wishes to directly contract with sub - providers to provide all or a portion of Provider’s property management duties under this Agreement, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

b. Each sub-provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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12 insurance (as applicable) in reasonable conformity to the insurance carried by Provider.

c. In addition, any tasks or services performed by sub- providers directly contracted by Provider pursuant to this Section 14 shall be subject to each provision of this Agreement.

Provider shall include the following language in their agreement with any such sub-provider: “Sub- providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.”
d. The requirements in this Section 14 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
e. When and if Provider receives written direction from the City instructing Provider to commence with providing the building engineering services further described on Exhibit C, Provider will commence with providing such building engineering services, and in such case, the City acknowledges and confirms that such building engineering services further described on Exhibit C will be contracted by Provider with a sub-provider, and the City consents thereto.

15. 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.

16. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider specifically for the City’s use and at the City’s direction pursuant to or in connection with this Agreement shall be the exc lusive property of the City.

b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee.

c. Provider shall, at such time and in such form as City Manager or their designee may reasonably require, furnish reports concerning the status of services and tasks required under this Agreement which are customarily provided by Provider and other competent property managers pursuant to the Standard of Care.

17. 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 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 t he 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 the 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 Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147 LPC West LP Service Provider Agreement
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13 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 the 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 with the supplemental examination or audit.

18. 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 c ourier 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).

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.

d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Base Reuse and Economic Development Department
950 West Mall Square, Suite 205
Alameda, CA 94501
ATTENTION: Abigail Thorne-Lyman, Director
Ph: (510) 747-6890

e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

Lincoln Property Company
322 Pine Street
San Francisco, CA 94104
Attention: Brandon Wang and Mike Meyer
Ph: (415) 981-7878

with copies to:

Lincoln Property Company
8111 Douglas Avenue, Suite 600
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14 Dallas, Texas 75225
Attention: Gregory Courtwright
Ph: (214) 740-3300

f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Base Reuse and Economic Development Department
950 West Mall Square, Suite 205
Alameda, CA 94501
ATTENTION: Alexis Krieg
Ph: (510) 747-6890
Email: [email protected]

19. SAFETY:
a. 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. 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. 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. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This r eport 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.

20. 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 five (5) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof.

b. The foregoing notwithstanding, the 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. The foregoing notwithstanding, Provider shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving forty- five (45) days’ prior written notice to City as provided herein.

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15 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, if the City elects to terminate this Agreement without cause during the first twelve (12) months of the Term, then in addition to the City paying to Provider all compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination, the City shall also pay to Provider an early termination fee equal to one (1) month’s property management (PM) fees and PM staff reimbursement (as defined on Exhibit C attached hereto). The obligation of the parties under this Section 20.c. shall survive the expiration or early termination of this Agreement.

21. ATTORNEYS’ FEES:

In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

22. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

23. 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 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 the City.

24. 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.

25. WAIVER:

A waiver by the 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.

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16 26. INTEGRATED CONTRACT:

Subject to the language of Section 31, 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 the City and Provider.

27. SEVERABILITY:

If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not e affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

28. PREVAILING WAGE:

Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. To the extent applicable to Provider and the services provided by Provider pursuant to this Agreement, Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. If applicable, City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. If applicable, Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. If applicable, Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

29. 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.

30. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

31. SIGNATORY:

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17 By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

32. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

33. MULCH PROCUREMENT REQUIREMENTS

Vendors engaged to provide landscaping maintenance, renovation, and construction shall be subject to the following:

a. Use compost and SB 1383 eligible mulch, as practicable, produced from recovered organic waste, for all landscaping renovations, construction, or maintenance performed for the City, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 eligible mulch used for land application shall comply with 14 CCR, Division 7, Chapter 12, Article 12 and must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

b. Maintain the following records for compost and SB 1383 eligible mulch and submit to the City upon request:

(1) General description of how and where the product was used and applied;

(2) Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the compost and/or SB 1383 eligible mulch were procured;

(3) Type of product

(4) Quantity of each product; and,

(5) Invoice or other record demonstrating purchase or procurement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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18 y:_____________
:____________

IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

PROVIDER:

LPC WEST LP,
a Delaware limited partnership

By: LPC West GP, Inc.,
a Delaware corporation,
Its general partner
CITY:

CITY OF ALAMEDA,
a municipal corporation

B
Clay Duvall, CEO

By
Dan Roth, Chief Financial Officer
Jennifer Ott
City Manager

RECOMMENDED FOR APPROVAL

Abigail Thorne-Lyman
Director, Base Reuse and Economic
Development Department

APPROVED AS TO FORM:

City Attorney

Len Aslanian
Assistant City Attorney

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19 EXHIBIT A

MANAGED PROPERTIES
See attached.

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EXHIBIT B

SCOPE OF WORK
SCOPE of SERVICES TO BE PERFORMED BY PROPERTY MANAGEMENT SERVICES PROVIDER Property Management of the Commercial Properties, Other City Properties Tidelands Trust Properties listed in Exhibit A, and Oversight of Management for Alameda Point Residential Properties listed in Exhibit A (collectively “Property Management Portfolio”).

The Property Management Services Provider (“Provider”) shall, in all respects subject to the Standard of Care, diligently perform its duties under the Scope of Services and shall devote suﬃcient time and eﬀort with the objective to keep the City’s assets a re managed, leased, licensed, operated, maintained and serviced.

A. Property Management of Commercial Properties, Other City Properties and Tidelands Trust Properties. To be performed by Provider on behalf of the City of Alameda (the “Property Management Services”):
i. Personnel. The Provider, as employer, shall hire, pay, supervise and discharge all its employees (collectively “personnel”), as necessary. Such personnel shall, in every instance, be the employees or independent contractors of the Provider and not of the City. Personnel who are responsible for, or have access to, money of the City shall be bonded by a fidelity bond company at the expense of Provider. ii. Tenant Relations and Customer Service. Provider shall be familiar with the terms and provisions of all the various City’s leases, licenses and other real property agreements, shall perform all delegable property management duties of the City as landlord with the objective of keeping all in full force and eﬀect, with no default by the City, and shall use commercially reasonable efforts to enforce the full performance of all obligations. i. Provider shall maintain business-like relations with tenants, receive and track requests, complaints and the like from tenants and respond in reasonable fashion.
ii. Written communication is encouraged through mail, email, and other easily tracked mechanisms and oﬀer an online portal for information pertaining to the property for tenants. Provider shall maintain adequate channels for communication and response for after-hour’s emergencies. iii. Provider will collaborate with City to establish within six months of contract start a digital real property asset management system (digital system) in a platform that will be readily accessible by City and Provider. Provider will be tasked with populating data, uploading and updating all information related to tenancies ni Managed Property to the system.
iv. Provider will coordinate access for showing of properties to prospective tenants, tenant move- ins and move -outs including notification of applicable City departments and utilities; process receipt of rents and deposits, and disposition thereof; collect and distribute keys.
v. Provider shall notify all tenants of all rules, regulations, and notices as may be promulgated by the City, governing bodies and insurance carriers. vi. Provider shall obtain insurance certificates and endorsements from tenants evidencing compliance with the lease terms.

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vii. Provider shall maintain tenant contact information and notify tenants of special events, construction, testing activities, utility outages, state power alerts, road closures and street work.
iii. Collection of rents and sums due City. The Provider shall diligently undertake the calculation, tracking and collection and deposit of rents, fees (including the Transit Demand Management Fee), taxes, expenses and otheramounts payable and due the City.

Provider will track tenant security deposits, prepaid schedule and any rent credits approved by City.
iv. Books and Records. Provider shall maintain and make accessible to City complete books and records in accordance with generally accepted accounting principles applied on a consistent basis in connection with its management and operation of the City’s real property. Accounting must be separated for Commercial Properties, Other City Properties, Residential Properties and Tidelands Trust Properties and such books and r records shall be clearly identified and readily accessible. Provider will prepare lease abstracts, operating budgets, monthly management and detailed financial reports, quarterly budget update reports, annual operating budget and annual report. Provider must use commercially reasonable efforts to make accurate allocations and categorizations. Any confusion or lack of clarify on lease credits, revenue or expenditure accounting must be immediately clarified with City.
v. Financial Reporting. Provider will prepare an annual fiscal year (July-June) budget for all three categories of property, which shall be submitted to City no later than February of the year prior for initial review. Provider will render to the City a detailed monthly financial report in PDF as well as in a digital format that can be important into the City’s financial system (currently Tyler Munis) and assist with City’s annual audit and other ad hoc financial requests or audits as needed.
vi. Repairs and Maintenance. Provider shall coordinate with City and oversee the repairs and maintenance to be performed on the buildings, grounds and other improvements of the City’s real property pursuant to the service contracts and third-party vendor contracts entered into by the City or by the building engineers engaged by Provider during the period that the building engineering services are provided pursuant to Exhibit C.

Provider shall also use commercially reasonable eﬀorts to oversee the performance of any and all emergency repairs or services pursuant to the service contracts and third-party vendor contracts entered into by the City where necessary for the preservation of the property or to avoid the suspension of any service or danger to life or property. Provider will track and manage all tenant and sub-tenant related issues and requests. vii. Service Contracts. City shall directly enter into all service contracts and third -party vendor contracts desired with respect to the Managed Properties, except that Provider will engage the building engineers during the period that the building engineering services are provided pursuant to Exhibit C. Provider will, as agent for City, oversee the contracts directly entered into by the City, and process in a timely manner approved payments from reserve account within the budgeted amount for such contracts, all in accordance with the terms of this Agreement provided that (a) City promptly provides Provider with a copy of each such contract entered into by the City (including any amendments or supplements thereto), (b) City shall cause each such vendor or contractor to name Provider as an additional insured on the Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147

vendor’s or contractor’s liability insurance, and (c) Provider shall have no liability for any delays or other acts or omissions of the City with respect to the service contracts or third-party vendor contracts.
i. Provider shall (a) prepare budgets, (b) oversee other consultants, contractors or service providers; and (c) perform such other services as are reasonably requested in writing by the City from time to time in accordance with the terms of this Agreement.
ii. Use commercially reasonable efforts to seek out third party vendors who provide "best value" for the contracts to be entered into by the City when benchmarked against comparable commercial properties. City will comply with its procurement policies in entering into such contracts. iii. Competitive Bidding. At the request of the City and when applicable, or in the reasonable discretion of Provider, contracts which will be entered into by the City shall be awarded by the City on the basis of competitive bidding. A minimum of three (3) written bids shall be obtained for any contract which will be entered into by the City over $5,000.
viii. Other Services. Provider shall perform all other services which are normally performed in connection with the operation and management of similar professionally managed developments. This includes participation in staﬀ meetings with City and support of City’s activities related to leasing, licensing marketing and real property development. ix. Compliance with Laws, Permits and Licenses. Provider shall comply with all laws, rules and regulations and any and all orders or requirements of any governmental authority having jurisdiction there over aﬀecting the City’s real property. For its own operations Provider, at its sole expense, shall obtain and maintain all appropriate permits, certificates and licenses, including, but not limited to, a City of Alameda Business License.
x. Legal Actions. Any proposed legal action in connection with a tenant, including actions to evict tenants in default and to recover possession of such tenants’ premises, shall be referred to the City Attorney’s oﬃce acting as general counsel for the City for review and handling. Provider shall cooperate with City and give all pertinent information in its possession and provide reasonable assistance in the defense or disposition of any claims, demands, suits or other legal proceedings which may be made or instructed by any third party against the City which arise out of any matters relating to the City’s real property or Provider’s performance.
xi. Notices. Provider shall promptly deliver to the City all notices received, including claims of injury or damage, from any contractor, subcontractor, governmental or oﬃcial entity, any tenant or any other party with respect to the Property Management Portfolio. xii. Emergency Service. The Provider will ensure twenty-four (24) hours, seven (7) days per week after -hour emergency service coverage to oversee and supervise emergency work to be performed by the vendors or contractors engaged by the City. The Provider’s designated emergency personnel will be required to oversee and supervise on-site if necessary.
xiii. Inventories and Supplies . Provider agrees to supervise, in an economical manner, all inventories, provisions, supplies and operating equipment which, in the normal course of business, are necessary.

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xiv. Inspections. Provider shall inspect or cause to be inspected all exterior areas of the Managed Properties for safety hazards on a regular basis and shall report on such inspections to the City. Provider shall coordinate and perform all required building inspections and seek to inspect interiors on an annual basis, and, if appropriate, shall make demands on any tenants who have not performed in accordance with the termsof such tenant’s lease. Provider shall inspect or cause to be inspected all premises upon termination of leases and calculate the cost of repairs and damages to be deducted or otherwise determined.

B. On-Site Property Management. City will identify and provide at no cost suitable space for Provider to perform daily on-site Property Management functions, which will include a publicly accessible oﬃce location to be staﬀed during business hours, as well as a suitable workshop, storage and parking area. As such, Provider shall not charge City for property lease expenses but will be responsible for utilities. Parking areas shall be free to Provider unless City imposes pricing on lots that are oﬀered to Provider, at which point Provider may pass the costs of parking fees through to the City as part of its annual budget.

C. Security . Provide monitoring and oversight of selected firm contracted by the City to provide 24-hour exterior security patrol of the perimeter and common areas of the City’s real properties at a level to be agreed upon by City and Provider. Provider shall prepare and provide to the City a monthly summary of incident reports. The procurement of security services are not a part of this scope.

D. Licensing Services. Provider shall provide licensing services and oversight including scheduling, marketing, negotiations with prospective Licensees, preparation of documents for the City’s execution, as directed by City, in connection with the short -term licensing of certain City owned properties.
i. Provider may seek consideration in the form of a mutually agreeable commission rate based on the actual Licensee fee paid to City for the executed License Agreement to which Provider is listed as agent for City. Provider understands some Licenses will have no monetary fee (no -fee License), at the full discretion of City, and in those cases zero commission would be due. Provider agrees to cooperate with and assist the City and its agents with eﬀorts to lease, license, sell, finance or refinance without such cooperation giving rise to compensation.

E. Oversight of Property Management for Alameda Point Residential Properties. i. Provide assistance to City in the competitive selection of a Residential Property Management Provider.
ii. Provide monitoring and oversight of selected firm contracted by the City to provide Residential Property Management services for all 67 residential units owned by the City and maintain the park area on Lemoore Road. Residential Property Management Provider will provide the general Property Management services listed above, as they apply to the Residential Properties owned by the City.
iii. Units are expected to be leased timely, at market rates based on the Residential Property Management Provider's knowledge of prevailing rates in Alameda. iv. Provider will work collaboratively with Residential Property Manger to use commercially reasonable efforts to achieve cohesive bookkeeping, financial management, records and monthly, quarterly and annual reporting to City, consistent with reporting requirements identified in A.iv. above.

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F. Private Branding.
i. Provider will work with the City to develop a mutually agreeable brand to identify the Alameda Point property operations outfit. Any and all costs and expenses related to implementation and ongoing use of the brand shall either be borne by the City and paid directly to third party firms who provide branding services, or shall be reimbursed to Provider. Such costs and expenses include but are not limited to: design fees and creative services, signage, web domain hosting, digital and/or hard copy letterhead and branding materials, business cards, and printing.

G. Licensing of Alameda Point Properties. Provider shall provide those services set forth in Exhibit D attached to and made a part of this Agreement, only in connection with the marketing and the licensing of the Alameda Point properties (the “Alameda Point Properties”), and shall receive, in consideration therefor, the licensing commissions specified in Exhibit D.

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EXHIBIT C

FEES AND STAFF REIMBURSEMENT

Property Management (PM) Fees
PM Fee: Commencement (January 1, 2025) through June 30, 2025: 19,669/month July 1-December 31, 2025: $21,000/month
3% increases each January 1 thereafter

PM Staff: $81,473** per Month
**New PM Staff costs begin upon contract commencement (January 1, 2025). PM Staff costs will increase by 5% each subsequent January 1.

Engineering Services Fee:

Option 2 per Proposal: One Lead Building Engineer, full time at $50 wage rate, plus One Building Engineer, full time at $40 wage rage
Total Cost: $31,757 per Month for the 2025 calendar year Engineering Services fees will increase by 5% each subsequent January 1.

ADDITIONAL FEES AND ONGOING EXPENSES

Licensing Commission
Licensing Fee: 5% of Total Value

Other Reimbursable or Ongoing Expenses
On-Site Management Office Expenses:
• $2,000/month for janitorial services, phone system, and internet services for the 2025 calendar year. • 3% increases each January 1 thereafter.

• In the event that the parking facilities at 950 West Mall are no longer free of charge, Provider will seek (and the City shall pay to Provider) reimbursement for the cost of parking for the on-site dedicated staff.

Technology Platforms:

WorkSpace: $40,800 Annually for the 2025 calendar year; billed quarterly (paid directly to WorkSpace) *Online tenant portal for work order submittal and preventive maintenance program

Asset Management Platform - 2 Options (to be paid directly to providers)

1. AbstractCRE: Initial budget of $750 per month for the 2025 calendar year. *Actual pricing is based on the number of total data fields in all reporting templates and subject to annual increases as dictated by the vendor.

2. Sclera: Initial budget of $2,500-$4,000 per month for the 2025 calendar year. *Actual pricing is based on the number of assets housed in the platform and subject to annual increases as dictated by the vendor.

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EXHIBIT D

LICENSING COMMISSIONS

I. LICENSING.

1.1 Licensing Services. The City hereby engages the Property Manager as the exclusive licensing broker for the purpose of licensing those portions of the Alameda Point Properties which may be available for licensing during the term of this Agreement. Property Manager shall:

(a) Diligently pursue new, renewal, extension and replacement licensees for premises within the Alameda Point Properties (licenses) on the best terms available in the market.

(b) Investigate prospective licensees as to their credit -worthiness and reputation in business and ethical matters. Such investigation shall include, without limitation, a review of the records of governmental agencies having jurisdiction over the use, generation, storage, transportation and disposal of hazardous wastes and materials and oil. If during the term of this Agreement, Property Manager becomes aware of the existence or the likely existence of hazardous materials; Property Manager shall immediately notify the City of the condition, both orally and in writing.

(d) Prepare and present proposed licenses (including amendments and renewals) to the City for approval.

1.2 Right to Approve. The City shall have the right, in its sole discretion, to approve the terms, conditions and form of any proposed license (including amendments and renewals and to approve any prospective licensee.

1.3 Outside Brokers.
(a) If any outside brokers are engaged in obtaining any new licensee of any of the Alameda Point Properties (license) on behalf of, or in conjunction with, the Property Manager, and a commission is due hereunder, the Property Manager shall negotiate the fee pa yable to such broker and pay any portion of its commission payable to such broker pursuant to its agreement with such broker.

(b) If an outside broker is involved and is unwilling to accept payment of its commission in the same manner as Property Manager will be paid pursuant to Article II of this Exhibit D, then on a case -by-case basis, Property Manager may request the City's prior written approval for Property Manager to pay such outside broker in an alternative manner. The following example is provided as an illustration of an alternative payment request which may arise: An outside tenant's broker may request payment of its commission from Property Manager as 50% on execution of the license and 50% on occupancy of the new license. If the City consents in writing to Property Manager's paying the outside broker as it requested, then Property Manager will provide an invoice to the City requesting an advance of a portion of the Property Manager's commission, which Property Manager will pay to the outside broker. Subsequently and pursuant to Article II of this Exhibit D, Properly Manager will provide monthly invoices to the City reduced by the amount of the advance paid by the City in the manner approved by the City in writing.

(c) Notwithstanding anything to the contrary in the foregoing, Property Manager shall be responsible for payment of any commissions or brokerage fees to outside brokers and the City shall not Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147

be liable to any outside broker for any commissions or brokerage fees which may arise as a result of Property Manager's agreements with outside brokers.

II. LICENSING COMMISSIONS.

2.1 Compensation for Licensing.
(a) Subject to Section 2.3 below, the Property Manager shall be entitled to a licensing commission with respect to any license entered into during the Term of this Agreement, when (i) the license has been fully executed, and (ii) the licensee takes occupancy o f the licensed premises. The City acknowledges that Property Manager may pay a portion of its commission to outside brokers pursuant to Section 1.3 above.

(b) Subject to the terms and conditions of Section 2.4 below and in accordance with the method of calculation illustrated by examples set forth in Section 2.3 below:

(i) payment by the City of the licensing commission to the Property Manager shall be made ratably only out of payments of Fixed Annual Minimum Rent (as hereinafter defined} made by the licensee in equal monthly installments over the term of the license commencing on the date that the conditions set forth in Section 2.1(a)(i) and (ii) of this Exhibit D; and

(ii) the amount of such licensing commission shall be: five percent (5%) of the Fixed Annual Minimum Rent of the license.

(c) "Fixed Annual Minimum Rent" shall mean the base rent, license fee or other amount payable by the licensee, excluding any payments for real estate taxes, operating expenses, insurance or other such payments payable by the licensee or license payments intended to amortize tenant improvement investments. Further; any other rent abatements or licensee concessions shall be deducted in calculating the amount of Fixed Annual Minimum Rent on which the commission is payable.

2.2 Renewals.
(a) Subject to the terms and conditions of Section 2.4 below and in accordance with the method of calculation illustrated by examples set forth in Section 2.3 below, a licensing commission equal to five percent (5%) of the Fixed Annual Minimum Rent payable for the renewal term shall be earned by the Property Manager for any renewal or extension of the term or expansion of the premises of any license, and shall be payable ratably out of payments of Fixed Annual Minimum Rent made by the licensee under such license renewal in equal monthly installments over the license renewal term commencing on the date that conditions set forth in Section 2.1(a)(i) and (ii) of this Exhibit D have been satisfied as to such renewal, extension or expansion, as applicable.

(b) More than one lease renewal term for a license, shall be subject to the prior written approval of the City.

2.3 Payment Terms. The parties hereto contemplate payment of the licensing commissions will be payable only out of rental payments from licensees actually received (except as approved in writing by the City pursuant to Section 1.3(b) of this Exhibit D).

2.4 Special Circumstances. The amount of licensing commission payable by the City to the Property Manager pursuant to Sections 2.1, 2.2 and 2.3 of this Exhibit D shall be subject to the following qualifications:

Docusign Envelope ID: 0A980326-48A0-422B-95D2-04D42AA14147

(a) If, prior to the termination of the initial term of its license, an existing licensee relocates within the Managed Property in which the licensee was an existing licensee, the commission applicable to the portion of the relocation license term equal to the unexpired term of the original license shall be based upon the increase, if any, in the Fixed Annual Minimum Rent for such license.

(b) The commission due for any expansion by an existing licensee shall be based upon the net overall increase in Fixed Annual Minimum Rent payable by the licensee; and if another licensee vacates its space prior to the expiration of its license term to permit such expansion, the rent upon which the commission is based shall be reduced by the vacating licensee’s rent for the period of such unexpired term.

(c) If upon expiration of its existing license. an existing licensee relocates to another space in the Managed Property in which the licensee was an existing licensee, the commission applicable to such license shall be calculated as though the license was a new license agreement as provided in Section 2.2(a) of this Exhibit D.

(d) The Fixed Annual Minimum Rent upon which the commission is based shall be reduced by the total amount of any rent payable to a licensee by the City for space sublicensed back to the City.

(e) No commission shall be payable to the Property Manager with respect to any license or other occupancy agreement for the City or any of their related agencies, or Property Manager.

III. ENTIRE COMPENSATION
Except as expressly set forth herein, no licensing commission, finder's fee. broker's fee or other type of commission shall be payable to the Property Manager for any lease, ground lease, sale, conveyance, or transfer of the Alameda Point Properties or any interest in the Alameda Point Properties, or for any financing or refinancing of the Alameda Point Properties.

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Alameda City CouncilDecember 17, 2024

Alameda City Council
December 17, 2024