Agenda packet — Dublin City Council, December 3, 2024 (part 1 of 2)

December 03, 2024 Dublin City Council Regular Meeting Agenda 1

COUNCILMEMBERS City Council Chamber
Michael McCorriston, Mayor Dublin Civic Center
Dr. Sherry Hu, Vice Mayor 100 Civic Plaza
Jean Josey, Councilmember Dublin, CA 94568
Kashef Qaadri, Councilmember www.dublin.ca.gov
Janine Thalblum, Councilmember

Regular Meeting of the

DUBLIN CITY COUNCIL

Tuesday, December 3, 2024 Location: City Council Chamber 100 Civic Plaza
Dublin, CA 94568

REGULAR MEETING 7:00 PM

Pursuant to Government Code §54953(b), this meeting will include the following teleconference location:
• Councilmember Qaadri will be attending the Regular Meeting via teleconference from Aria Resort and Hotel – Business Center, 3730 Las Vegas Blvd South, Las Vegas, NV 89159

The public shall have the opportunity to address the City Council at this teleconference location pursuant to Government Code Section §54954.3. All votes during the teleconference session will be conducted by roll call vote. The teleconference location is accessible to the public and the agenda will be posted at the teleconference location 72 hours before the meeting.

Additional Meeting Procedures

This City Council meeting will be broadcast live on Comcast T.V. channel 28 beginning at 7:00 p.m. This meeting will also be livestreamed at www.tv30.org and on the City’s website at: https://dublin.ca.gov/ccmeetings

For the convenience of the City and as a courtesy to the public, members of the public who wish to offer comments electronically have the option of giving public comment via Zoom, subject to the following procedures:

□ Fill out an online speaker slip available at www.dublin.ca.gov. The speaker slip will be made available at 10:00 a.m. on Tuesday, December 3, 2024. Upon submission, you will receive Zoom link information from the City Clerk.

Speakers slips will be accepted until the staff presentation ends, or until the public comment period on non-agenda items is closed.

□ Once connected to the Zoom platform using the Zoom link information from the City Clerk, the public speaker will be added to the Zoom webinar as an attendee and muted. The speaker will be able to observe the meeting from the Zoom platform.
1 December 03, 2024 Dublin City Council Regular Meeting Agenda 2

□ When the agenda item upon which the individual would like to comment is addressed, the City Clerk will announce the speaker in the meeting when it is their time to give public comment. The speaker will then be unmuted to give public comment via Zoom.
□ Technical difficulties may occur that make the option unavailable, and, in such event, the meeting will continue despite the inability to provide the option.

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. PRESENTATIONS AND PROCLAMATIONS

3.1 Recognition of 2023 Inside Dublin Participants
The City Council will recognize the participants of the City’s 2024 Inside Dublin program.

STAFF RECOMMENDATION:

Recognize the 2024 Inside Dublin participants.

Staff Report

3.2 Presentation of Banners to 2024 Military Banner Program Honorees The City Council will present the 2024 Military Banner Program honorees with their individual banners. The Military Banner Program honors active-duty military personnel and veterans that reside in Dublin, have immediate family residing in Dublin, or have had a long-term, positive impact on the Dublin community.

STAFF RECOMMENDATION:

Present the banners.

Staff Report
Attachment 1 - 2024 Military Banner Program Walking Tour Map

3.2 - PowerPoint Presentation

4. PUBLIC COMMENT
At this time, the public is permitted to address the City Council on non-agendized items.

Please step to the podium and clearly state your name for the record. COMMENTS SHOULD NOT EXCEED THREE (3) MINUTES. In accordance with State Law, no action or discussion may take place on any item not appearing on the posted agenda. The Council may respond to statements made or questions asked, or may request Staff to report back at a future meeting concerning the matter. Any member of the public may contact the City Clerk’s Office related to the proper procedure to place an item on a future City Council agenda. The exceptions under which the City Council MAY discuss and/or take action on items not appearing on the agenda are contained in Government Code Section 54954.2(b)(1)(2)(3).

5. CONSENT CALENDAR
2 December 03, 2024 Dublin City Council Regular Meeting Agenda 3

Consent Calendar items are typically non-controversial in nature and are considered for approval by the City Council with one single action. Members of the audience, Staff or the City Council who would like an item removed from the Consent Calendar for purposes of public input may request the Mayor to remove the item.

5.1 Approval of the November 19, 2024 Regular City Council Meeting Minutes The City Council will consider approval of the minutes of the November 19, 2024 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the November 19, 2024 Regular City Council Meeting.

Staff Report
Attachment 1 - November 19, 2024 Regular City Council Meeting Minutes

5.2 Amendment to the Agreement with Advanced Integrated Pest Management for Pest Control Services
The City Council will consider approving an amendment to the agreement with Advanced Integrated Pest Management for pest control services at City Facilities and on Parks Reserve Forces Training Area (Camp Parks).

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with Advanced Integrated Pest Management for Pest Control Services.

Staff Report
Attachment 1 - Resolution Approving an Amendment to the Agreement with Advanced Integrated Pest Management for Pest Control Services
Attachment 2 - Exhibit A to the Resolution - First Amendment to Contractor Services Agreement with Advanced Integrated Pest Management
Attachment 3 - Contractor Services Agreement with Advanced Integrated Pest Management

5.3 Amendment to the Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance
The City Council will consider approving an amendment to the agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance.

Staff Report
Attachment 1 - Resolution Approving an Amendment to the Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance
Attachment 2 - Exhibit A to Resolution - First Amendment to the Consulting Services Agreement with EOA, Inc.

Attachment 3 - Consulting Services Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance

5.4 Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services
3 December 03, 2024 Dublin City Council Regular Meeting Agenda 4

The City Council will consider approving an amendment to the agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services.

Staff Report
Attachment 1 - Resolution Approving an Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services Attachment 2 - Exhibit A to the Resolution - Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services Attachment 3 - Consulting Services Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services

5.5 Ordinance Levying Special Taxes Within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre)
The City Council will consider waiving the second reading and adopting the Ordinance levying a special tax within City of Dublin Community Facilities District (CFD) No. 2024-1 (Dublin Centre). On November 19, 2024, the City Council took actions to form the Dublin Centre CFD, which included introducing an Ordinance to levy special taxes within Dublin Centre and set the date of December 3, 2024 for the second reading.

STAFF RECOMMENDATION:

Waive the second reading and adopt the Ordinance Levying Special Taxes Within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

Staff Report
Attachment 1 - Ordinance Levying Special Taxes within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre)

5.6 Amendment to the Signing Authority of the Local Housing Trust Fund Grant for the Regional Street Senior Affordable Housing and Amador Station Affordable Housing Projects
The City Council will consider resolutions authorizing the City Manager to receive and act as the trustee/manager for up to $3,333,333 in grant funds from the California Department of Housing and Community Development (HCD) for both the Regional Street Senior Affordable Housing project and the Amador Station Affordable Housing project. HCD has requested the City adopt new resolutions with a general designation of authority to the City Manager in order to access the award.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing Application for, and Receipt of Local Housing Trust Fund Program Funds for the Regional Street Senior Affordable Housing Project, and the Resolution Authorizing Application for, and Receipt of Local Housing Trust Fund Program Funds for the Amador Station Project.

Staff Report
Attachment 1 - Resolution Authorizing Application for, and Receipt of Local Housing Trust Fund Program Funds for the Regional Street Senior Affordable Housing Project 4 December 03, 2024 Dublin City Council Regular Meeting Agenda 5

Attachment 2 - Resolution Authorizing Application for, and Receipt of Local Housing Trust Fund Program Funds for the Amador Station Project

5.7 Amendment to the Affordable Housing Assistance Agreement for the Regional Street Senior Affordable Housing Project (PLPA-2021-00035) The City Council will consider approving an amendment to the terms of the Affordable Housing Assistance Agreement for Eden Housing’s Regional Street Senior Affordable Housing Project. The proposed amendment would reduce the interest rate on the Local Housing Trust Fund loan from 3% to 1%. This loan is funded by a grant the City received from the California Department of Housing and Community Development. The loan will help fund construction of the 113 unit very-low- and low-income affordable housing project located at 6541-6543 Regional Street.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Terms of the Affordable Housing Assistance Agreement Between the City of Dublin and Corona/Ely Ranch, Inc.

Staff Report
Attachment 1 - Resolution Approving an Amendment to the Terms of the Affordable Housing Assistance Agreement Between the City of Dublin and Corona/Ely Ranch, Inc.

Attachment 2 - Affordable Housing Assistance Agreement between the City of Dublin and Corona/Ely Ranch, Inc.

6. PUBLIC HEARING

6.1 Assembly Bill 562 (2013) Five-Year Outcome Report on Economic Development Subsidy Provided to Bicentennial Square Partners
The City Council will hold a required public hearing to receive comments on the outcome of the first five-year period of the economic development business incentive, Sales Tax Reimbursement Program, with Bicentennial Square Partners for the retention of Graybar Electric Company.

STAFF RECOMMENDATION:

Conduct the public hearing, deliberate, and accept the report.

Staff Report
Attachment 1 - 2024 Outcome Report on Economic Development Subsidy Provided to Bicentennial Square Partners
Item 6.1 - PowerPoint Presentation

7. UNFINISHED BUSINESS – None.

8. NEW BUSINESS

8.1 Informational Report on Accessory Dwelling Units
The City Council will receive an informational report on accessory dwelling units, including use of the City’s permit-ready prototype plans, impact and building permit fee waivers, and production.

STAFF RECOMMENDATION:

Receive the report.
5 December 03, 2024 Dublin City Council Regular Meeting Agenda 6

Staff Report
Item 8.1 - PowerPoint Presentation

8.2 Francis Ranch Parks – Conceptual Designs
The City Council will consider the conceptual plans for each of the two 5.5-acre Francis Ranch neighborhood parks.

STAFF RECOMMENDATION:

Receive the presentation and approve the conceptual designs for the Francis Ranch neighborhood parks.

Staff Report
Attachment 1 - Francis Ranch Parks Concept Plans
Attachment 2 - Community Survey Results
Attachment 3 - Design Survey Results
Item 8.2 - PowerPoint Presentation

9. CITY MANAGER AND CITY COUNCIL REPORTS
Brief information only reports from City Council and/or Staff, including committee reports and reports by City Council related to meetings attended at City expense (AB1234).

10. ADJOURNMENT

This AGENDA is posted in accordance with Government Code Section 54954.2(a)

If requested, pursuant to Government Code Section 54953.2, this agenda shall be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12132) (ADA), and the federal rules and regulations adopted in implementation thereof. To make a request for disability-related modification or accommodation, please contact the City Clerk’s Office (925) 833-6650 at least 72 hours in advance of the meeting. Upon receiving a request, the City will swiftly resolve requests for reasonable accommodation for individuals with disabilities, consistent with the federal ADA, and resolve any doubt in favor of accessibility.

Agenda materials that become available within 72 hours in advance of the meeting, and after publishing of the agenda, will be available at Civic Center, 100 Civic Plaza, and will be posted on the City’s website at www.dublin.ca.gov/ccmeetings.

Mission

The City of Dublin promotes and supports a high quality of life, ensures a safe, secure, and sustainable environment, fosters new opportunities, and champions a culture of equity, diversity, and inclusion. 6 STAFF REPORT

CITY COUNCIL

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Agenda Item 3.1
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Recognition of 2024 Inside Dublin Participants Prepared by: Cierra Fabrigas, Executive Aide
EXECUTIVE SUMMARY:

The City Council will recognize the participants of the City’s 2024 Inside Dublin program.

STAFF RECOMMENDATION:

Recognize the 2024 Inside Dublin participants.

FINANCIAL IMPACT:

None.

DESCRIPTION:

Inside Dublin was designed to inform participants about the issues facing the community and to encourage community involvement at all levels. This year’s program included presentations on the City’s history and governance, public safety, development and capital projects, parks and community services, general operations, and local agency partnerships.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

None.
7 STAFF REPORT

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Page 1 of 2 ends

Agenda Item 3.2
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Presentation of Banners to 2024 Military Banner Program Honorees Prepared by: Rhonda Franklin, Management Analyst II
EXECUTIVE SUMMARY:

The City Council will present the 2024 Military Banner Program honorees with their individual banners. The Military Banner Program honors active-duty military personnel and veterans that reside in Dublin, have immediate family residing in Dublin, or have had a long-term, positive impact on the Dublin community.

STAFF RECOMMENDATION:

Present the banners.

FINANCIAL IMPACT:

None.

DESCRIPTION:

On January 9, 2018, the City Council adopted Resolution No. 07-18 approving the creation of a Military Banner Program to honor active-duty military personnel and military veterans that reside in or have immediate family residing in the City of Dublin, or have had a long-term, positive impact on the Dublin community. The Program allows for someone to sponsor a banner to honor an active-duty member or veteran. The banners feature a photo of the honoree along with their name, rank, and branch of service.

The program has run annually since 2018 but was suspended in 2020 due to COVID-19. In this sixth year of the Program, nine military personnel/veterans were honored. The banners were located on City streetlight poles along Dougherty Road between Scarlett Drive and Amador Valley Boulevard, in the vicinity of the Parks Reserve Forces Training Area. The banners were displayed between Memorial Day and Veterans Day (May through November) 2024. 8

Page 2 of 2 ends

This year’s honorees were:
 Angelica Talosig Smith, U.S. Navy (Veteran)
 Donald V. Colley, U.S. Navy (Retired)
 Dylan E. Wright, U.S. Army (Active Duty)
 George Habit, U.S. Army (Veteran)
 Jeff Knobbe, U.S. Army (Veteran)
 Jerome R. Manuel, Jr., U.S. Coast Guard (Active Duty)  Marisol A. Chalas, U.S. Army (Active Duty)
 Michael E. Mark, U.S. Army (Retired)
 William Brown Chew, U.S. Army Reserves (Retired)
Banner honorees and sponsors will attend the City Council meeting to receive their banners.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted. Banner honorees and sponsors were invited to attend the meeting, and a copy of this Staff Report was sent to the banner sponsors.

ATTACHMENTS:
1) 2024 Military Banner Program Walking Tour Map
9 The Military Banner program is an annual
street banner display created by the Dublin
City Council to honor local veterans and
active duty members of the U.S. Armed
Forces.

Community members may sponsor an
individual banner honoring a service
member with a connection to Dublin.

In 2024, the banners will be on display
along Dougherty Road between Memorial
Day and Veterans Day.

If you have questions about Dublin’s
Military Banner Program, or would like
to be kept informed about sponsorship
opportunities next year, please email
[email protected] or call
(925) 833-6650.

HONORING

THOSE WHO SERVE
Use the camera on your smartphone to access a
digital copy of the Walking T our Map!
2024 MILITARY BANNER

PROGRAM WALKING TOUR
Attachment 1
10 Walk along Dougherty Road between
Amador Valley Boulevard and Scarlett Drive
to see the 2024 Banner Program honorees.

Roundtrip walk is approximately one mile.
2024 MILITARY BANNER

PROGRAM WALKING TOUR
Amador Valley Blvd.

Mariposa Cir. Camp Parks Blvd.

Scarlett Dr. / Iron Horse Trail
Dougherty Rd. Dougherty Rd.

Michael E. Mark
U.S. Army
William Brown Chew
U.S. Army Reserves
George Habit
U.S. Army
Marisol A. Chalas
U.S. Army
Jerome R. Manuel, Jr.

U.S. Coast Guard
Jeﬀ Knobbe
U.S. Army
Dylan E. Wright
U.S. Army
Donald V . Colley
U.S. Navy
Angelica Talosig Smith
U.S. Navy
Map not to scale
±
11 Presentation of Banners to
2024 Military Program
Honorees
December 3, 2024
12 Presentation of Military Banners
• Program started in 2018.
• 73 participants to-date.
• Banners displayed Memorial Day
through Veterans Day.
• Along Dougherty Rd. between
Scarlett Dr. and Amador Valley
Blvd.
13 Presentation of Military Banners, 2
• Eligibility requirements include:
– Active Duty or Veteran.
– Current Dublin resident.
– Immediate family member of Dublin
resident.
– Former Dublin resident with
demonstrated positive impact on the
Dublin community.
• Applications are currently open for the 2025
program at dublin.ca.gov/militarybanners.
14 Presentation of Military Banners, 3
15 Presentation of Military Banners, 4
16 Presentation of Military Banners, 5
17 Presentation of Military Banners, 6
18 Presentation of Military Banners, 7
19 Presentation of Military Banners, 8
20 Presentation of Military Banners, 9
21 Presentation of Military Banners, 10
22 Presentation of Military Banners, 11
23 Conclusion
Thank you
to the honorees
for their service!
24 STAFF REPORT

CITY COUNCIL

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Agenda Item 5.1
EXECUTIVE SUMMARY:

The City Council will consider approval of the minutes of the November 19, 2024 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the November 19, 2024 Regular City Council Meeting.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The City Council will consider approval of the minutes of the November 19, 2024 Regular City Council Meeting.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) November 19, 2024 Regular City Council Meeting Minutes DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Approval of November 19, 2024 Regular City Council Meeting Minutes Prepared by: Marsha Moore, MMC, City Clerk
25 MINUTES OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
Regular Meeting: November 19, 2024

DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
NOVEMBER 19, 2024
The following are minutes of the actions taken by the City of Dublin City Council. A full video recording of the meeting with the agenda items indexed and time stamped is available on the City’s website at:https://dublin.ca.gov/ccmeetings
Pursuant to Government Code §54953(b), this meeting included the following teleconference location:
 Councilmember Qaadri attended the Regular Meeting via teleconference from The Boston Long Wharf – Lobby Business Center, 296 State Street, Boston, MA 02109.

All votes during the remote session were conducted by roll call vote.

CLOSED SESSION 6:30 PM
I. CONFERENCE WITH LEGAL COUNSEL— EXISTING LITIGATION
(Paragraph (1) of subdivision (d) of Section 54956.9)
Name of case: City of Dublin v. Benson, et al., Alameda County Superior Court Case No. 23CV045872
REGULAR MEETING 7:00 PM
A Regular Meeting of the Dublin City Council was held on Tuesday, November 19, 2024, in the City Council Chamber. The meeting was called to order at 7:00 PM, by Mayor McCorriston.
1) CALL TO ORDER AND PLEDGE OF ALLEGIANCE
Attendee Name Status
Michael McCorriston, Mayor Present
Dr. Sherry Hu, Vice Mayor Present
Jean Josey, Councilmember Present
Kashef Qaadri, Councilmember Present via Zoom
Janine Thalblum, Councilmember Present
Mayor McCorriston reported Councilmember Qaadri was participating remotely via teleconference, that pursuant to Government Code §54953(b), the meeting location was posted on the agenda and the agenda was posted at the teleconference location 72 hours before the meeting, and all votes during the teleconference session would be conducted by roll call vote.

Attachment 1
26 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
NOVEMBER 19, 2024
2) REPORT ON CLOSED SESSION
Mayor McCorriston reported there was no reportable action out of Closed Session. 3) PRESENTATIONS AND PROCLAMATIONS

3.1) Employee Introductions
New City of Dublin Staff members, Christine Begin, Office Assistant II with Parks and Community Services, Sophia Zafiratos, Office Assistant II with Police Services and Oscar Rivera, Associate Civil Engineer with the Public Works Department, were introduced.

3.2) Presentation on PG&E Power Outages in Eastern Dublin The City Council received a presentation on the recent PG&E power outages affecting residents and businesses in eastern Dublin.
4) PUBLIC COMMENT
Joe Washington provided public comment.

Varun Gupta provided public comment.
5) CONSENT CALENDAR

5.1) Approved the minutes of the November 5, 2024 Regular City Council Meeting.

5.3) Adopted Resolution No. 129-24 titled, “Approving a Commercial Façade Improvement Grant Program Agreement Between the City of Dublin and Dobos Stacey S Tr & McCloskey Kenneth D Tr Etal.”

5.4) Adopted Resolution No. 130-24 titled, “Approving an Outdoor Operations Grant Program Agreement Between the City of Dublin and 7400 Amador LLC.”

5.5) Received the notification of the City Engineer’s pending approval of the Final Map for Tract 8677, Planning Area 4 (PA -4) The DC (Dublin Centre); adopted Resolution No. 131-24 titled, “Approving the Agreement for Long Term Encroachment for Landscape Features with Tract 8677, PA-4 The DC (Dublin Centre);” and adopted Resolution No. 132-24 titled, “Ordering the Annexation of The DC (Dublin Centre) into the Dublin Ranch Street Lighting District 1999-1.”

5.6) Adopted Resolution No. 133-24 titled, “Authorizing the City Manager to Approve Contract Change Orders with Goodfellow Bros. California, LLC Iron Horse Nature Park and Open Space Phase 1 Project, CIP No. PK0422.”
27 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
NOVEMBER 19, 2024

5.7) Received the City Treasurer’s Informational Report of Investments for the Quarter Ending September 30, 2024.

5.8) Received the Payment Issuance Report with a listing of payments issued from October 1, 2024 – October 31, 2024, totaling $8,897,203.06.

On a motion by Councilmember Josey, seconded by Councilmember Qaadri, and by unanimous roll call vote, the City Council adopted the Consent Calendar, except for item 5.2.

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Jean Josey, Councilmember
SECOND: Kashef Qaadri, Councilmember
AYES: McCorriston, Josey, Hu, Qaadri, Thalblum

5.2) Youth Mini-Grant Funding Recommendations Approval
This item was pulled from the Consent Calendar by Councilmember Josey for further discussion.

On a motion by Councilmember Qaadri and seconded by Councilmember Josey, and by unanimous roll call vote, the City Council adopted Resolution No. 128-24 titled, “Approving Funding Recommendations for the Fiscal Year 2024-25 Youth Advisory Committee Youth Mini- Grant Program,” and directed Staff to revisit the total amount for the Youth Mini-Grant Program for the next fiscal year.

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Kashef Qaadri, Councilmember
SECOND: Jean Josey, Councilmember
AYES: McCorriston, Josey, Hu, Qaadri, Thalblum
6) PUBLIC HEARING

6.1) Dublin Centre Community Facilities District Formation The City Council received a presentation to consider the formation of City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

Mayor McCorriston opened the Public Hearing.

Mayor McCorriston asked if the City Clerk had received any written protest, and the City Clerk noted no written protests had been received.

Tom Evans provided public comment.

Mayor McCorriston asked the City Clerk if there was a majority protest to the Community 28 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
NOVEMBER 19, 2024
Facilities District No. 2024-1 (Dublin Centre) and the City Clerk reported there was not.

Mayor McCorriston closed the Public Hearing.

Mayor McCorriston called for a break at 8:50 PM.

Mayor McCorriston reconvened the meeting at 9:08 PM.

Mayor McCorriston re-opened the Public Hearing.

Jim Fabian, Principal, Fieldman Rolapp & Associates, stated the Rate and Method of Apportionment of Special Taxes (Exhibit A to the Resolution Forming the City of Dublin Community Facilities District No. 2024-1) had been amended at the City Council’s request to reflect a maximum effective tax rate of 1.5% for the entry level zone (Zone 1), 1.6% for the shop zone (Zone 3), and 1.73% for the remaining zones.

Mayor McCorriston closed the Public Hearing.

On a motion by Councilmember Josey, seconded by Councilmember Thalblum, and by a four-to-one roll call vote, the City Council adopted Resolution No. 134-24 titled, “Forming the City of Dublin Community Facilities District No. 2024-1 (Dublin Centre),” with Exhibt A amended to show: 1.5% for the entry level zone (Zone 1), 1.6% for the shop zone (Zone 3), and 1.73% for the remaining zones; Resolution No. 135-24 titled, “Determining Necessity to Incur Bonded Indebtedness for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre);” and Resolution No. 136-24 titled, “Calling Special Election for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).” RESULT: ADOPTED [4-to-1]
MOVED BY: Jean Josey, Councilmember
SECOND: Janine Thalblum, Councilmember
AYES: McCorriston, Josey, Hu, Thalblum
NOES: Qaadri
The City Clerk announced the results of the election for Community Facilities District No. 2024-1 (Dublin Centre) with 55 yes votes and 100% approval.

On a motion by Councilmember Josey, seconded by Councilmember Thalblum, and by a four-to-one roll call vote, the City Council adopted Resolution No. 137-24 titled, “Declaring Results of Special Election and Directing Recording of Notice of Special Tax Lien for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre),” and waived the first reading and introduced an Ordinance Levying Special Taxes Within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre). 29 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
NOVEMBER 19, 2024
RESULT: ADOPTED [4-to-1]
MOVED BY: Jean Josey, Councilmember
SECOND: Janine Thalblum, Councilmember
AYES: McCorriston, Josey, Hu, Thalblum
NOES: Qaadri
7) UNFINISHED BUSINESS – None.
8) NEW BUSINESS

8.1) 2022 Parks and Recreation Master Plan Update
The City Council received an update on the progress made on the Parks and Recreation Master Plan.
9) CITY MANAGER AND CITY COUNCIL REPORTS
The City Council and Staff provided brief information-only reports, including committee reports and reports related to meetings attended at City expense (AB1234).

By consensus, the City Council directed Staff to collaborate with Parks Reserve Forces Training Area to plan an event for the Army’s birthday in June 2025 and to bring back for discussion a retention policy for text messages regarding City business, particularly those received during City Council meetings.
10) ADJOURNMENT
Mayor McCorriston adjourned the meeting at 9:55 PM.

Mayor
ATTEST:

City Clerk
30 STAFF REPORT

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Agenda Item 5.2
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amendment to the Agreement with Advanced Integrated Pest Management for Pest Control Services
Prepared by: Julius Pickney, Management Analyst II
EXECUTIVE SUMMARY:

The City Council will consider approving an amendment to the agreement with Advanced Integrated Pest Management for pest control services at City Facilities and on Parks Reserve Forces Training Area (Camp Parks).

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with Advanced Integrated Pest Management for Pest Control Services.

FINANCIAL IMPACT:

The cost of these services at City facilities will be charged to the Public Works Department in accordance with the adopted annual operating budget. All expenditures for services provided on Camp Parks are reimbursed to the City through the Intergovernmental Support Agreement which includes an administrative fee for the City’s oversight and management of services. The proposed amendment sets the not-to-exceed (NTE) contract amount at $84,411 for City services only (it was previously NTE $159,742 for both City and Camp Parks services). Pest management provided at Camp Parks through the contract are estimated at $70,000 per year but will not have an NTE limit.

DESCRIPTION:

The Public Works Department utilizes contractors for regular and on-call maintenance services.

On June 21, 2022, the City Council adopted Resolution No. 76-22 approving an agreement with Advanced Integrate Pest Management (AIPM) for pest control services at City buildings and at facilities on Camp Parks. The agreement expires on June 30, 2025. Staff recommends an early extension to address budgetary constraints, as unanticipated rodent eradication efforts requested 31

Page 2 of 2 ends

by Camp Parks over the past two years have significantly exceeded the original budget allocation, leaving insufficient funds to continue providing pest control services. To address this, Staff proposes an amendment to extend the term by two years to June 30, 2027, revise the scope of services, account for reimbursable services, and update the compensation schedule to reflect current service rates, including the previously approved 3% maximum annual cost-of-living adjustment which will remain in effect for the duration of the contract.

The City of Dublin provides pest control services on Camp Parks through an Intergovernmental Support Agreement (IGSA) that was approved by the City Council on December 3, 2019 (Resolution No. 129-19). The City currently provides pest control services through the agreement with AIPM. Camp Parks staff requests the City continue providing pest management services through this agreement and requests flexibility to make service adjustments throughout the contract term to allow for changing needs at Camp Parks. An example of such changing needs is exterior rodent control, which is dependent on seasonal factors and rodent population growth.

All expenditures associated with providing pest control services on Camp Parks through the ISGA are fully reimbursed by the federal government. In addition to reimbursement of AIPM service charges, the City receives an administrative fee to cover the cost of managing the contract. The proposed amendment includes revisions to the compensation clause, removing the not-to-exceed NTE limit from the services performed on Camp Parks, thereby allowing City staff to work directly with Camp Parks to authorize requested pest management services and manage the associated expenditure and revenue budgets administratively. This reduces the NTE limit from $159,742 to $84,411 for City services only.

The proposed amendment also includes revisions to the scope of services, including adding the requirement that AIPM must comply with the City of Dublin Integrated Pest Management Policy and Standard Operating Procedure. The amendment also adds the Dublin Arts Center to the City service locations and updates the rate schedule to show the Fiscal Year 2024-2025 rates.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving an Amendment to the Agreement with Advanced Integrated Pest Management for Pest Control Services
2) Exhibit A to Resolution – First Amendment to Contractor Services Agreement with Advanced Integrated Pest Management
3) Contractor Services Agreement with Advanced Integrated Pest Management 32 Attachment 1
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 2 RESOLUTION NO. XX – 24

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING AN AMENDMENT TO THE AGREEMENT WITH ADVANCED INTEGRATED

PEST MANAGEMENT FOR PEST CONTROL SERVICES
WHEREAS, on December 13, 2019, the City Council adopted Resolution No. 129-19 authorizing the City to enter into an Intergovernmental Support Agreement (IGSA) with U.S. ARMY Garrison Fort Hunter Ligget to provide installation support at Camp Parks Reserve Forces Training Area (Camp Parks) including pest control services through agreements; and WHEREAS, contractual services provided through this IGSA to Camp Parks may vary based on evolving needs; and
WHEREAS, all costs associated with the IGSA are fully reimbursed by the Federal Government plus an administrative fee resulting in a positive net impact on the City’s General Fund; and
WHEREAS, on June 21, 2022, the City Council adopted Resolution No. 76-22 approving an agreement with Advanced Integrated Pest Management (AIPM) for pest control services at City facilities and on Camp Parks; and
WHEREAS, on June 6, 2024, the City Council adopted Resolution No. 53-24 Adopting a Budget for the City of Dublin Fiscal Year 2024-25, and said Resolution authorized the City Manager to increase revenue and expenditure budget for various departmental functions, when corresponding revenues equal or exceed expenditures; and WHEREAS, all expenditures related to the pest control services provided through the IGSA to Camp Parks will be managed administratively and the fees for these pest control services will not be subject to the not-to-exceed compensation limit in the agreement with AIPM; and WHEREAS, the City and Contractor mutually desire to amend the Agreement to extend the term to June 30, 2027, reduce the not-to-exceed compensation amount to $84,411 for City- related services not including Camp Parks services, update the Scope of Services, and update the compensation schedule to reflect existing annual cost-of-living adjustments.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the amendment to the agreement with Advanced Integrated Pest Management, attached hereto as Exhibit A to this Resolution.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute Exhibit A and make any necessary, non-substantive changes to Exhibit A to carry out the intent of this Resolution.
33 Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 3rd day of December 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
34

Page 1 of 4 ends

FIRST AMENDMENT TO CONTRACTOR SERVICES AGREEMENT

BETWEEN THE CITY OF DUBLIN AND

ADVANCED INTEGRATED PEST MANAGEMENT
WHEREAS, on December 13, 2019, the City of Dublin (hereinafter referred to as "CITY") entered into an Intergovernmental Support Agreement (IGSA) to provide installation support at Camp Parks Reserve Forces Training Area (Camp Parks), including pest control services through agreements; and
WHEREAS, contractual services provided through this IGSA to Camp Parks may vary based on evolving needs; and
WHEREAS, all costs associated with the IGSA, are fully reimbursed by the Federal Government plus a 7% admin fee resulting in a positive net impact on the City’s General Fund; and
WHEREAS, on July 1, 2022, the CITY and Advanced Integrated Pest Management (hereinafter referred to as “CONTRACTOR”) entered into a Contractor Services Agreement for pest control management services (hereinafter referred to as the “AGREEMENT”); and
WHEREAS, on June 6, 2024, Resolution 53-24 was adopted authorizing CITY to manage the budget administratively when budget adjustments increase expenditures and corresponding revenues are equal or exceed the increased expenditures; and WHEREAS, it is acknowledged that all expenditures related to the services rendered at Camp Parks will be managed administratively and will not be included in the not- to-exceed compensation limit with the AGREEMENT for CITY services; and WHEREAS, the CITY and CONTRACTOR now wish to amend the
AGREEMENT to extend the term through June 30, 2027 by modifying Section 1.1 of the AGREEMENT, and set a not-to-exceed compensation amount of $84,411 for City-related services by modifying Section 2 of the AGREEMENT; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
AGREEMENT to replace both Exhibit A and Exhibit B with a singular Exhibit A; and WHEREAS, the CITY and CONTRACTOR now wish to amend the
AGREEMENT to include Exhibit B - Integrated Pest Management Standard Operating Procedure; and
WHEREAS, the CITY and CONTRACTOR now wish to amend the
AGREEMENT to revise references within the AGREEMENT as necessary to reflect the updated Exhibit A and Exhibit B.

Attachment 2
Exhibit A to the Resolution
35

Page 2 of 4 ends

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows:
1) The end of the term, set forth in section 1.1 of the AGREEMENT shall be extended until June 30, 2027.
2) The compensation amount, set forth in section 2 of the AGREEMENT shall be increased to a sum not to exceed $84,411.
3) Exhibit A shall be rescinded in its entirety and replaced with the attached revised exhibit.
4) Exhibit B shall be rescinded in its entirety and replaced with the attached revised exhibit.
5) The language in Section 2.6 shall be rescinded in its entirety and replaced with the following: “Reimbursable expenses are specified in Exhibit A. Expenses not listed in Exhibit A are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.” 6) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 7) All requisite insurance policies to be maintained by the CONTRACTOR pursuant to the AGREEMENT, as may have been amended from time to time, shall include coverage for the amended term, as described above.
8) The individuals executing this Amendment, and the instruments referenced in it on behalf of CONTRACTOR each represent and warrant that they have the legal power, right and actual authority to bind CONTRACTOR to the terms and conditions of this Amendment.

SIGNATURES ON THE FOLLOWING PAGE

Page 3 of 4 ends

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date of the City Manager’s signature below.

CITY OF DUBLIN ADVANCED INTEGRATED PEST MANAGEMENT
By: _____________________________ By: _____________________________ Colleen Tribby, City Manager Brian Romani, President and CEO Dated:

ATTEST:

By: _____
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _____________________________
City Attorney

37 EXHIBIT A

SCOPE OF SERVICES & COMPENSATION SCHEDULE
Contractor shall treat and/or provide for an environment that is free from, but not limited to, the following pests:

1. Insects (crawling): Such as spiders, cockroaches, beetles, ants (all species), earwigs, sow bugs, centipedes, silverfish, crickets, and grasshoppers

2. Insects (biting): Such as fleas

3. Insects (stinging and nesting): Such as wasps, hornets, and other stinging insects nesting on or around the facility (interior, exterior, up to two stories, or within 50 feet of the facility).

4. Rodents: Such as mice, rats, and other small rodents

5. Burrowing Rodents: Such as gopher, moles, squirrels, and voles Pest control services shall be performed at all City facilities and at Camp Parks Reserve Forces Training Area (Camp Parks), as listed below. Additionally, the Public Works Manager may provide written approval for any unforeseen locations or services beyond those already covered in this Agreement.

Contractor shall wear a uniform with company identification whenever working in or around any City facility and Camp Parks. Contractor shall establish and submit to the City/Camp Parks a schedule of services to be performed at each location. Each facility shall be serviced monthly, unless noted otherwise.

Prior to providing services, contractor shall schedule all visits, to City facilities and Camp Parks, with the City Public Works Manager (or designee).

Contractor must check in with City/Camp Parks staff prior to performing services to receive any updates on issues that may have arisen since the last routine service.

Contractor must perform a thorough inspection during routine service. Contractor shall provide the City/Camp Parks with a copy of the inspection report (electronically) within one week of service and report any issues that may be addressed by the City/Camp Parks prior to the next scheduled service (i.e., trim vegetation away from building, install door sweeps, etc.).

Complaints and service requests between routine services must be addressed within 24 hours after notification and will be at no additional cost.

All pest control services shall be performed in accordance with Federal, State, and Local rules and regulations. All chemicals used during the service must be approved for its intended use and applied in a manner consistent with the regulations established by the State of California Department of Pesticide Regulation and consistent with Federal and Cal OSHA standards. Contractor must comply with the City of Dublin Integrated Pest Management Policy and Standard Operating Procedure (Exhibit B) as provided or updated in the future.

38 LOCATIONS AND RATE SCHEDULE
City of Dublin Locations
Site# Facility Floors Interior
Building
Exterior
Building Frequency
FY24/25
Monthly
Rate
FY 24/25
Total
Annual
Rate
1 City Hall
100 Civic Plaza 2 X X Monthly $111.40 $1,336.80
1A Dublin Arts
Center 2 X X Monthly $111.40 $1,336.80
2 Library
200 Civic Plaza 1 X X Monthly $79.57 $954.84
3 Dublin Police - PSC
6361 Clark Avenue 1 X X Monthly $111.40 $1,336.80
4 Shannon Center
11600 Shannon
Avenue
1 X X Monthly $79.57 $954.84
5 Senior Center
7600 Amador
Valley Boulevard
1 X X Monthly $79.57 $954.84
6 Heritage Park &
Museum
(Old St. Raymond
Church &
Schoolhouse)
6600 Donlon Way
1 X X Monthly $74.27 $891.24
7 Historic Park (Kolb
House)
6600 Donlon Way
1 X X Monthly $63.66 $763.92
8 The WAVE
4201 Central
Parkway
1 X X Monthly $132.62 $1,591.44
9 Corporation Yard
5709 Scarlett Court 1 X X Monthly $79.57 $954.84
10 Fire Station 16
7494 Donohue
Drive
1 X X Monthly $63.66 $763.92
11 Fire Station 17
6700 Madigan
Drive
1 X X Monthly $63.66 $763.92
12 Fire Station 18
4800 Fallon Road 1 X X Monthly $63.66 $763.92

39 Camp Parks Reserve Forces Training Area Locations
Site# Facility Floors Interior
Building
Exterior
Building Frequency
FY24/25
Monthly
Rate
150 Warehouse 2 X Upon
Request $42.44
162 Warehouse 1 X Upon
Request $42.44
171 Warehouse 1 X Upon
Request $42.44
275 Visitor Center 1 X X Weekly $26.53
277 Guard Shack 1 X X Weekly $26.53
278 Guard Shack 1 X X Weekly $26.53
282 Guard Shack 1 X X Weekly $26.53
300 Administrative 2 X X Monthly $53.05
301 Administrative 2 X X Monthly $53.05
302 Administrative 2 X X Monthly $53.05
303 Fitness Center 2 X X Weekly $53.05
304 Administrative 2 X X Monthly $53.05
306 Administrative 2 X X Monthly $53.05
309 Storage 1 X Monthly $42.44
310 Administrative 2 X Monthly $53.05
311 Administrative 1 X X Weekly $53.05
312 Administrative 1 X X Weekly $53.05
313 Warehouse 1 X Monthly $42.44
320 Administrative 2 X Monthly $53.05
321 Administrative 2 X Monthly $53.05
330 Administrative 2 X
Upon
Request $53.05
332 Dining Facility 3 X X Weekly $106.09
334 Warehouse 1 X Monthly $42.44
342 Storage 1 X Monthly $42.44
350 Administrative 1 X X Weekly $53.05

40 360 Barracks 2 X X Weekly $53.05
361 Barracks 2 X X Weekly $53.05
362 Barracks 2 X X Weekly $53.05
363 Barracks 2 X X Weekly $53.05
364 Barracks 2 X X Weekly $53.05
373 Administrative 2 X X Weekly $53.05
387 Container Storage 1 X
Upon
Request $53.05
388 Container Storage 1 X Upon
Request $31.83
389 Container Storage 1 X Upon
Request $31.83
390 Barracks 2 X X Monthly $31.83
391 Barracks 2 X X Monthly $53.05
392 Barracks 2 X X Monthly $53.05
393 Barracks 2 X X Monthly $53.05
394 Barracks 2 X X Monthly $53.05
398 Laundry Facility 1 X X Weekly $53.05
490 Vehicle Maintenance 1 X X Weekly $42.44
494 Warehouse 1 X X Weekly $42.44
495 Admin/Storage 1 X
Upon
Request $53.05
510 Administrative 2 X X Weekly $53.05
511 Storage 1 X
Upon
Request $42.44
512 Storage 1 X Monthly $42.44
514 Administrative 1 X X Weekly $53.05
515 Storage 1 X Monthly $42.44
516 Vehicle Maintenance 1 X Monthly $42.44
517 Administration 2 X X Weekly $53.05
521 Administration/Rally 1 X X Weekly $53.05
522 Storage 1 X
Upon
Request $42.44
610 Administrative 1 X X Weekly $53.05
612 Storage 1 X Upon
Request $42.44

41 Reimbursable expenses are built into rates identified above. 620 Administrative 1 X X Weekly $53.05
628 Admin/Toilet 1 X Upon
Request $53.05
635 NEC Node 1 X Upon
Request $42.44
650 Administrative 2 X X Monthly $53.05
659 Administrative 3 X X Weekly $53.05
665 Admin/Storage 1 X X Monthly $53.05
677 Administrative 1 X X Monthly $53.05
685 Warehouse/Storage 1 X X Monthly $53.05
791 Admin/Shops 1 X X Weekly $42.44
1192 Access Control 1 X
Upon
Request $53.05
1195 Range OPS/Storage 1 X Upon
Request $53.05
1206 Administrative 1 X Upon
Request $53.05
1209 Administrative 1 X Upon
Request $53.05
1211 Administrative 1 X Upon
Request $53.05
0396A Baseball Dugout (R) 1 X Upon
Request $26.53
0396B Baseball Dugout (L) 1 X Upon
Request $26.53
J1210 Administrative 1 X Upon
Request $53.05
MISC Curbs 1 X Bimonthly $26.53
MISC Gravel Areas 1 X Bimonthly $26.53
R0EST Administrative 1 X Upon
Request $53.05
R396C Baseball (Booth) 1 X Upon
Request $26.53
TR490 Showers 1 X Upon
Request $26.53
520, 521,
373, 490,
494
Squirrel eradication initial
install 1 X One Time $3,350
520, 521,
373, 490,
494
Squirrel eradication: ball
field, flagpole, Fire Dept,
Recreation Ctr
1 X Monthly $2,200

42 COMPENSATION SCHEDULE
FY23/24 FY24/25 FY25/26 FY26/27 FY22/23
Actuals Actuals Budget Budget Budget Total
City Facilities $16,464 $11,628 $13,368 $13,769 $14,182 $69,411 City
Contingency* -- -- $5,000 $5,000 $5,000 $15,000
City Total $16,464 $11,628 $18,368 $18,769 $19,182 $84,411 Camp Parks** $53,040 $43,045 Anticipated
$70k
Anticipated
$70k
Anticipated
$70k
Anticipated
$306,085
*City Contingency fund usage requires prior authorization from the Public Works Manager or designee.
**Camp Parks anticipated budget based on needs of user per rate schedule provided above.

Administrative budget adjustments allowed, provided positive net impact on General Fund.

Invoices shall be submitted electronically to: [email protected] no more than once monthly and as work is completed. Invoices shall be submitted for services rendered from the first to the last day of each month.

Contractor shall submit to the City any proposed increase to costs no later than 60 days prior to the start of a new Fiscal Year (July 1-June 30). Any changes to cost shall be approved in writing by the Public Works Manager or designee. Any such increase shall be calculated based on the Consumer Price Index for All Urban Consumers (CPI-U) and shall not exceed 3%.

43 Updated 2024

44 Background and Purpose
On May 2nd, 2006, City Council adopted Resolution No. 57-06 Establishing a Policy on Integrated Pest Management (Attachment A) to meet requirements in the Municipal Storm Water Discharge Permit CAS0029831 issued by the San Francisco Bay Regional Water Quality Control Board to the Alameda Countywide Clean Water Program (Permit). The IPM Policy set forth guiding principals for the development and implementation of an IPM Policy on all City owned facilities to accomplish the following:
1) Minimize pesticide use at City facilities to ensure that the City remains in compliance with the Permit by applying the IPM Policy;
2) Reduce the use of broad-spectrum pesticides when feasible; 3) Conduct outreach and provide the means of educating all City Staff to create awareness about IPM and the use of alternative pest management techniques; and 4) Reduce the adverse impacts to water quality (both in local creeks and the San Francisco Bay) due to pesticide usage, particularly from copper-based pesticides, 2-4-d based herbicides and organophosphate pesticides.

After the adoption of Resolution No. 57-06, the Permit has been revised three times. The third reissuance of the Municipal Regional Stormwater National Pollutant Discharge Elimination System Permit (MRP) requires Permittees to develop a pesticide toxicity control program for use of pesticides in its municipal operations and on municipal property. The program must be based on the concepts of Integrated Pest Management (IPM) and Permittees must have an IPM policy and associated Standard Operating Procedures (SOP) to implement the policy. The purpose of the IPM Policy and SOPs (Policy) is to prevent the impairment of urban streams by pesticide-related toxicity.

The pesticides known to impact water quality which are included in MRP 3 has expanded to include those listed below.

Urban-use pesticides of concern to water quality included in the MRP include:
• Diamides (chlorantraniliprole and cyantraniliprole)
• Diuron, fipronil, and its degradates
• Indoxacarb
• Organophosphorous insecticides (chlorpyrifos, diazinion, and malathion) • Pyrethroids (metoflurthrin, bifenthrin, cyfluthrin, beta-cyfluthrin, cypermethrin, deltamethrin, esfenvalerate, lambda-cyhalothrin, and permethrin) • Carbamates (e.g. carbaryl and aldicarb)
• Neonicotinoids (e.g. imidacloprid, acetamiprid, and dinotefuran) • Copper-based chemicals
In addition to the pesticides listed in the MRP, the City of Dublin prohibits the use of glyphosate (i.e., Roundup) and 2-4-d based herbicides on City property.

45 IPM Overview
Integrated Pest Management (IPM) is an ecosystem-based strategy that focuses on long-term prevention of pests or their damage through a combination of control methods or techniques.

Pesticides are used only after monitoring indicates they are needed, according to established action thresholds and when pest threshold levels are exceeded.

Understanding pest characteristics and needs is essential to implementing IPM effectively. Pests seek habitats that provide basic needs such as air, moisture, food and shelter. They often can be prevented or controlled by creating inhospitable environments, by removing basic survival elements or by simply blocking their access. An effective, long-term approach to managing pests uses a combination of non-chemical methods or techniques that work well together. Chemical control methods are used only when implementation of non-chemical control methods have been unsuccessful at reducing pests below the established action threshold for the pest. Approaches for managing pests are grouped as shown below and explained in more detail in Attachment B.

Image credit: https://beehealth.uada.edu/assets/pages/beekeepingipm.html IPM Pest Management Hierarchy
The IPM-based hierarchical decision-making process used to control pests will follow the five steps of IPM, as described below.

Five Steps of IPM (from Pesticide.org)
1) Identify the pest. Most species of living things are NOT pests, but are contributing members of the broader ecosystem (e.g. spiders in landscape areas). By taking the time to ensure that

46 a suspected pest is an actual pest, a lot of unnecessary pest control efforts can be eliminated.
2) Monitor pest activity. By monitoring pest populations over time, you can determine if pests are present in numbers to be concerned about potential damage. Monitoring ensures that unnecessary treatments are avoided.
3) Determine Action Thresholds. An action threshold is the point at which further damage is considered intolerable and some kind of pest control action is required. 4) Explore treatment options and make treatments. There are many different treatment options besides pesticides and prevention should always be considered first. Exclusion is key.

Using screens and caulking goes a long way to keeping pests out of buildings. Increasing levels of sanitation often plays a big role in preventing pests. a. If pesticides are deemed necessary, priority should be given to treatments that are highly targeted to the pest organism, using containerized baits when possible, and to pesticides that are least toxic to human health and the environment. Particular attention must be paid to avoid pesticides that cause water quality impairment as listed above.
5) Evaluate results. Monitoring after the treatments is how you know how effective the treatment was, and if pest populations are at acceptable levels. No further treatments are made unless monitoring shows that pests are again at action thresholds.

Roles and Responsibilities

1. Public Works Manager will oversee implementation of the IPM Policy, including:
i. Be knowledgeable about IPM and the IPM Policy.
ii. Ensure that any permits or licenses that the City and/or its contractors need to have are maintained.
iii. Ensure that contract documents require contractors to adhere to the IPM Policy. iv. Include the IPM Policy in contractor service solicitations (e.g., RFPs) and contract specifications.
v. Give contract award preference to contractors who are IPM certified and possess a Qualified Applicators License or Certificate, as applicable. vi. Require review of the City’s IPM Policy and SOP during contract kickoff project meetings and during annual IPM Policy trainings.

2. Public Works Maintenance Coordinator will direct pesticide contractors to implement the IPM Policy. Specifically, the Public Works Maintenance Coordinator will:
i. Be knowledgeable about IPM and the IPM Policy.
ii. Attend IPM trainings.
iii. Require evidence of certifications/permits/licenses required of all pesticide contractors and subcontractors.
iv. Require monthly pesticide use records from contractors and an application summary report for MRP Annual Reporting.
v. Verify contractor compliance with the IPM Policy and document actions taken to correct contractor performance for MRP Annual Reports.

47 vi. Ensure proper pesticide application noticing, as required by pesticide manufacturer product guidelines and federal/state regulations.
vii. Approve pesticide application pre-approval requests.

3. Environmental & Sustainability Manager will provide support to the Maintenance Division, including:
i. Provide annual training to employees and contractors involved with facility and landscape maintenance on the IPM Policy.
ii. Document annual IPM training attendance, content and materials for MRP Annual Reports.
iii. Report on IPM practices implemented and pesticides used in the MRP Annual Reports.
iv. Assist with development of pest specific action plans and SOPs.

4. Contractors will:
i. Comply with all federal, state and local pest control operator regulations, maintain current licenses and possess the appropriate Qualified Applicators License or Certificate.
ii. Utilize pesticides safely and in accordance with federal and state regulations. iii. Adhere to the IPM Policy, the City’s IPM SOP, and follow industry accepted IPM strategies that emphasize non-pesticide alternatives to control pests. iv. Provide monthly pesticide use records and an annual summary report in the form and format required by the Public Works Maintenance Manager. The monthly and annual reports will include the following information, at minimum:
a. Date and time of pesticide application or service.
b. Site of the pesticide application.
c. Name and EPA registration number of product applied. d. Active ingredient.
e. Indicate if the active ingredient is a pesticide of concern to water quality or otherwise prohibited for use on City of Dublin property (as listed in Section 1 above).
f. Where and how pesticides were applied at the site (e.g., were the applied in a manner that can impact water quality).
g. Targeted pest.
h. Amount of active product applied (weight or volume). i. Non-chemical IPM methods that were considered or tried. v. Develop pest specific action plans and SOPs for review and approval by the City. vi. Structural pest control contractors should be IPM-certified from a recognized certification program, such as:
a. Eco Wise Certified: ecowisecertified.org
b. Green Shield: greenshieldcertified.org
c. GreenPro: npmaqualitypro.org

48 vii. Landscape contractors should be trained in IPM from a recognized training program, such as:
a. ReScape California: rescapeca.org
IPM Resources
The following are some of the available resources for more information on IPM. In addition to these web resources, the Municipal Maintenance Subcommittee of the Alameda Countywide Clean Water Program developed a printed binder in June 2018 which is available at the City’s Corporation Yard and in the Public Works Department.

1. University of California Agriculture and Natural Resources Statewide Integrated Pest Management Program ipm.ucanr.edu

2. County of Santa Clara Integrated Pest Management Program (including pest identifier information) sccgov.org/sites/ipm/Pages/Home.aspx

3. Our Water, Our World Program (including a list of less toxic pesticides) ourwaterourworld.org.

4. San Francisco County Integrated Pest Management Program sfenvironment.org/pest- management-for-city-departments

49 Attachment A: Resolution 57-06

58 Attachment B: IPM Practices
The following provides a brief explanation of the different types of controls used when following an integrated pest management strategy. Specific controls will be pest specific and need to be developed on a case-by-case basis.

A. Cultural Controls and Sanitation are practices that reduce pest establishment, reproduction, dispersal, and survival. For example, plant resistance to pests can often be maximized by paying close attention to soil conditions and irrigation, and changing irrigation practices can reduce pest problems, since too much water can increase root disease and weeds. Sealing up food, providing proper waste storage and disposal, and educating people on good housekeeping practices are examples of cultural controls that can prevent or minimize pest problems inside or outside buildings.

B. Physical and Mechanical Controls can make the environment unsuitable for pest survival. Traps for rodents are examples of mechanical control. Physical controls include mulching, mowing or hoeing for weed management. Fly screens and hand removal of pests are other examples of physical controls.

C. Biological Control is the use of natural enemies such as predators, parasites, pathogens and competitors to control pests and their damage. Invertebrates, plant pathogens, nematodes, weeds and vertebrates often have natural enemies that can serve this function. Examples of natural enemies on pest populations include lacewings, ladybugs, predatory mites, and parasitoid wasps. These natural enemies can be mistaken for pests, which is why it is essential to positively identify the target “pest” before taking action. Conservation of vegetation to support beneficial insects is another example of a biological control.

D. Chemical Treatments with pesticides can be necessary if established threshold levels have been so severely exceeded that other methods are ineffective. Precise recommendations or actions to achieve specific results (i.e., controlling the pest population to a manageable level) is an essential part of an IPM Program. Specific pesticide recommendations are provided by a Pest Control Advisor (PCA) and least toxic options targeting the specific pest only are preferred. Using baits and traps rather than sprays should be tried first.

59 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page1 of 15

CONTRACTORSERVICESAGREEMENTBETWEEN

THECITYOFDUBLINAND

ADVANCEDINTEGRAGEDPESTMANAGEMENET
THISAGREEMENTforpestcontrolmanagementservicesis madebyandbetweentheCityof Dublin (“City”) andAdvancedIntegratedPestControl (“Contractor”) (togethersometimesreferredto asthe Parties”) as of July1, 2022 (the “EffectiveDate”).

Section1. SERVICES. Subjectto thetermsandconditionssetforthin thisAgreement, Contractor shallprovideto Citytheservicesdescribedin theScopeof Workattachedas ExhibitA at thetimeand placeandin themannerspecifiedtherein. In theeventof aconflictin or inconsistencybetweentheterms of thisAgreementandExhibitA, theAgreementshallprevail.

1.1 Termof Services. Thetermof thisAgreementshallbeginon theEffectiveDateandshall endon June30, 2025, andContractorshallcompletetheworkdescribedin ExhibitA onor beforethatdate, unlessthetermof theAgreementis otherwiseterminatedor extended, as providedfor in Section8. Thetimeprovidedto Contractorto completetheservices requiredby thisAgreementshallnotaffecttheCity’s rightto terminatetheAgreement, as referencedin Section8. NotwithstandingtheforegoingthisAgreementmaybeextended ona monthto monthbasisforupto 6 monthsuponthewrittenconsentof theContractor andtheCityManager, providedthat: a) sufficientfundshavebeenappropriatedforsuch purchase, b) thepricechargedbytheContractor fortheprovisionof theservesdescribed in ExhibitA doesnotincrease. Noneof theforegoingshallaffecttheCity’s rightto terminatetheAgreementasprovidedfor inSection8.

1.2 Standardof Performance. Contractorshallperformallservicesrequiredpursuantto this Agreementin themannerandaccordingto thestandardsobservedby a competent practitionerof theprofessionin whichContractoris engaged.

1.3 Assignment of Personnel. Contractorshallassignonlycompetentpersonnelto perform servicespursuantto thisAgreement. In theeventthatCity, in itssolediscretion, at any timeduringthetermof thisAgreement, desiresthereassignmentof anysuchpersons, Contractorshall, immediatelyuponreceivingnoticefromCityof suchdesireof City, reassignsuchpersonor persons.

1.4 Time. Contractorshalldevotesuchtimeto theperformanceof servicespursuantto this Agreementasmaybereasonablynecessaryto meetthestandardof performance providedin Subsection1.2 aboveandto satisfyContractor’s obligationshereunder.

1.5 [ Intentionally Deleted]

1.6 Public Works ContractorRegistration. Contractoragrees, in accordancewithSection 1771.1 of theCaliforniaLaborCode, thatContractoror anysubcontractorshallnotbe qualifiedto bidon, belistedin a bidproposal, subjectto therequirementsof Section4104 of thePublicContractCode, or engagein theperformanceof anycontractforpublicwork, asdefinedin Chapter1 of Part7 of Division2 of theCaliforniaLaborCode, unless Attachment 3
60 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page2 of 15 currentlyregisteredandqualifiedto performpublicworkpursuantto CaliforniaLaborCode section1725.5. It is nota violationof thissectionforanunregisteredcontractorto submita bidthatis authorizedby Section7029.1 of theBusinessandProfessionsCodeor by Section10164or 20103.5 of thePublicContractCode, providedthecontractoris registeredto performpublicworkpursuantto Section1725.5 at thetimethecontractis awarded. Nocontractororsubcontractormaybeawardeda contractfor publicworkona publicworksprojectunlessregisteredwiththeDepartmentof IndustrialRelationspursuant to CaliforniaLaborCodesection1725.5. Contractoragrees, in accordancewithSection 1771.4 of theCaliforniaLaborCode, thatif theworkunderthisAgreementqualifiesas publicwork, it is subjectto compliancemonitoringandenforcementbytheDepartmentof IndustrialRelations.

Section2. COMPENSATION. Cityherebyagreesto payContractora sumnotto exceed ($159,742) onehundredandfifty-ninethousand, sevenhundredfortytwodollars, notwithstandinganycontrary indicationsthatmaybe containedin Contractor’s proposal, forservicesto beperformedandreimbursable costsincurredunderthisAgreement. In theeventof a conflictbetweenthisAgreementandContractor’s proposal, attachedas ExhibitA, regardingtheamountof compensation, theAgreementshallprevail. City shallpayContractorfor servicesrenderedpursuantto thisAgreementat thetimeandin themannerset forthherein. Thepaymentsspecifiedbelowshallbe theonlypaymentsfromCityto Contractorforservices renderedpursuantto thisAgreement. Contractorshallsubmitall invoicesto Cityinthemannerspecified herein. Exceptasspecificallyauthorizedby Cityin writing, ContractorshallnotbillCityfor duplicate servicesperformedby morethanoneperson.

ContractorandCityacknowledgeandagreethatcompensationpaidby Cityto Contractorunderthis Agreementis baseduponContractor’s estimatedcostsof providingtheservicesrequiredhereunder, includingsalariesandbenefitsof employeesandsubcontractorsof Contractor. Consequently, theParties furtheragreethatcompensationhereunderis intendedto includethecostsof contributionsto anypensions and/or annuitiesto whichContractoranditsemployees, agents, andsubcontractorsmaybeeligible. City thereforehasnoresponsibilityforsuchcontributionsbeyondcompensationrequiredunderthisAgreement.

2.1 Invoices. Contractorshallsubmitinvoices, notmoreoftenthanoncea monthduringthe termof thisAgreement, basedonthecostfor servicesperformedandreimbursablecosts incurredpriorto theinvoicedate. NoindividualperformingworkunderthisAgreementshall billmorethan2,000hoursin a fiscalyearunlessapproved, in writing, bytheCityManager or his/herdesignee. Invoicesshallcontainthefollowinginformation:

2.2 Monthly Payment. Cityshallmakemonthlypayments, basedoninvoicesreceived, for servicessatisfactorilyperformed, andforauthorizedreimbursablecostsincurred. City shallhave30daysfromthereceiptof aninvoicethatcomplieswithallof therequirements aboveto payContractor.

2.3 Final Payment. Cityshallpaythelast10% of thetotalsumduepursuantto this Agreementwithin60daysaftercompletionof theservicesandsubmittalto Cityof a final invoice, if allservicesrequiredhavebeensatisfactorilyperformed.

2.4 Total Payment. Cityshallpayfor theservicesto berenderedby Contractorpursuantto thisAgreement. Cityshallnotpayanyadditionalsumforanyexpenseor costwhatsoever incurredby Contractorin renderingservicespursuantto thisAgreement. Cityshallmake nopaymentfor anyextra, further, or additionalservicepursuantto thisAgreement.

In noeventshallContractorsubmitanyinvoiceforanamountinexcessof themaximum amountof compensationprovidedaboveeitherfor a taskor fortheentireAgreement, unlesstheAgreementis modifiedpriorto thesubmissionof suchaninvoiceby a properly executedchangeorderor amendment.

2.5 [ Intentionally Deleted].

2.6 ReimbursableExpenses. Reimbursableexpensesarespecifiedin ExhibitB. Expenses notlistedin ExhibitB arenotchargeableto City. Reimbursableexpensesareincludedin thetotalamountof compensationprovidedunderthisAgreementthatshallnotbe exceeded.

2.7 Paymentof Taxes. Contractoris solelyresponsibleforthepaymentof employmenttaxes incurredunderthisAgreementandanysimilarfederalor statetaxes.

2.8 Paymentupon Termination. In theeventthattheCityor Contractorterminatesthis Agreementpursuantto Section8, theCityshallcompensatetheContractorforall outstandingcostsandreimbursableexpensesincurredforworksatisfactorilycompletedas of thedateof writtennoticeof termination. Contractorshallmaintainadequatelogsand timesheetsto verifycostsincurredto thatdate.

2.9 Authorization to PerformServices. TheContractoris notauthorizedto performany servicesor incuranycostswhatsoeverunderthetermsof thisAgreementuntilreceiptof authorizationfromtheContractAdministrator.

2.10 [ Intentionally Deleted].
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Cityof DublinandAdvancedIntegratedPestManagement Page4 of 15 Section3. FACILITIESANDEQUIPMENT. Exceptassetforthherein, Contractorshall, at itssole costandexpense, provideallfacilitiesandequipmentthatmaybenecessaryto performtheservices requiredby thisAgreement. Cityshallmakeavailableto Contractoronly thefacilitiesandequipmentlisted in thissection, andonlyunderthetermsandconditionssetforthherein. Contractorshallmakea written requestto Cityto usefacilitiesor equipmentnototherwiselistedherein.

3.1 SafetyRequirements. In accordancewithgenerallyacceptedconstructionpracticesand statelaw, Contractorshallbesolelyandcompletelyresponsibleforconditionsonthe jobsite, includingsafetyof allpersonsandpropertyduringperformanceof thework. This requirementshallapplycontinuouslyandnotbelimitedto normalworkinghours.

Contractorshalltakeallnecessaryprecautionsandprovideallnecessarysafeguardsto preventpersonalinjuryandpropertydamage. Contractorshallprovideprotectionforall personsincluding, butnotlimitedto, itsemployeesandemployeesof itssubcontractors; membersof thepublic; andemployees, agents, andrepresentativesof theCityand regulatoryagenciesthatmaybe onor aboutthework.

Theservicesof theCityin conductingreviewandinspectionof Contractor's performanceis notintendedto includereviewof theadequacyof Contractor's workmethods, equipment, bracingor scaffolding, or safetymeasures, in, on, ornearanyContractorjobsite.

Allworkandmaterialsshallbein strictaccordancewithall applicablestate, city, county, andfederalrules, regulationsandcodes, withspecificattentionto theUnitedStates Departmentof LaborOccupationalHealthandSafetyAdministration (OSHA) requirements. Contractorshallbesolelyresponsibleforcompliancewithall city, county, andstateexplosivetransport, storage, andblastingrequirementsandforanydamages causedby suchoperations.

Contractoris herebyinformedthatworkon Citypropertycouldbehazardous. Contractor shallcarefullyinstructallpersonnelworkingonCitypropertythatallconditionsof the propertyarepotentiallyhazardousworkareasas to potentialdangersandshallprovide suchnecessarysafetyequipmentandinstructionsasarenecessaryto preventinjuryto personnelanddamageto property. Specialcareshallbeexercisedrelativeto work underground.

In additionto complyingwithallothersafetyregulations, Contractorshallabideby anyand allotherCityrequirementscontainedin anyspecifications, specialconditionsor manuals, whichshallbemadeavailableby Cityuponrequest.

Contractorshallprovideandmaintainallnecessarysafetyequipmentsuchasfences, barriers, signs, lights, walkways, guards, andfirepreventionandfire-fightingequipment andshalltakesuchotheractionas is requiredto fulfillitsobligationsunderthissection. It is theintentof theCityto providea safeworkingenvironmentundernormalconditions.

CONTRACTORIS ADVISEDTHATCITY’S OPERATIONSANDPROPERTYARE

INHERENTLYHAZARDOUSBECAUSEOFCONDITIONSSUCHASCONFINED
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SPACES, POTENTIALLYEXPLOSIVEATMOSPHERES, ANDPOSSIBLEEXPOSURE TOPATHOGENS.

Contractorshallmaintainallportionsof thejobsitein a neat, clean, andsanitarycondition at all times. If requiredbytheCity, toiletsshallbefurnishedby Contractorwhereneeded foruseof itsemployeesandtheiruseshallbestrictlyenforced. Contractorshallnotuse theCity's existingsanitaryfacilities, unlesspreviouslyauthorizedbytheCity.

Contractorshallkeepadequatefirstaidfacilitiesandsuppliesavailableandinstructionin firstaidforitsemployeesshallbegiven.

Cityreservestherightto requirethatContractorbringontotheprojector engagethe servicesof a licensedsafetyengineerat anytimeduringthetermof thisAgreement. If Contractordoesnothavea licensedsafetyengineeronstaff, thenCitymayrequirethat Contractorengagea subcontractoror subconsultantastheproject’s safetyengineer.

Contractorshallbearall costsin connectionwithmeetingtherequirementsof thissection.

Section4. INSURANCEREQUIREMENTS. BeforefullyexecutingthisAgreement, Contractor, at its owncostandexpense, unlessotherwisespecifiedbelow, shallprocurethetypesandamountsof insurance listedbelowagainstclaimsfor injuriesto personsordamagesto propertythatmayarisefromor in connectionwiththeperformanceof theworkhereunderby theContractoranditsagents, representatives, employees, andsubcontractors. Consistentwiththefollowingprovisions, Contractorshallprovideproof satisfactoryto Cityof suchinsurancethatmeetstherequirementsof thissectionandunderformsof insurancesatisfactoryin allrespects, andthatsuchinsuranceis in effectpriorto beginningwork.

Contractorshallmaintaintheinsurancepoliciesrequiredby thissectionthroughoutthetermof this Agreement. Thecostof suchinsuranceshallbeincludedin theContractor's bid. Contractorshallnotallow anysubcontractorto commenceworkonanysubcontractuntilContractorhasobtainedallinsurance requiredhereinforthesubcontractor(s) andprovidedevidenceto Citythatsuchinsuranceis ineffect.

VERIFICATIONOFTHEREQUIREDINSURANCESHALLBESUBMITTEDANDMADEPARTOFTHIS AGREEMENTPRIORTOEXECUTION. Contractorshallmaintainallrequiredinsurancelistedhereinfor thedurationof thisAgreement.

4.1 Workers’ Compensation.

4.1.1 GeneralRequirements. Contractorshall, at itssolecostandexpense, maintainStatutory Workers’ CompensationInsuranceandEmployer’s LiabilityInsuranceforanyandall personsemployeddirectlyor indirectlyby Contractor. TheStatutoryWorkers’ CompensationInsuranceandEmployer’s LiabilityInsuranceshallbeprovidedwithlimitsof notlessthan $1,000,000peraccident. In thealternative, Contractormayrelyona self- insuranceprogramto meettheserequirements, butonlyif theprogramof self-insurance compliesfully withtheprovisionsof theCaliforniaLaborCode. Determinationof whethera self-insuranceprogrammeetsthestandardsof theCaliforniaLaborCodeshallbesolelyin thediscretionof theContractAdministrator.
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Cityof DublinandAdvancedIntegratedPestManagement Page6 of 15 TheWorkers’ Compensationpolicyshallbeendorsedwitha waiverof subrogationin favor of theCityforallworkperformedby theContractor, itsemployees, agents, and subcontractors.

4.1.2 Submittal Requirements. TocomplywithSubsection4.1, Contractorshall submitthefollowing:
a. Certificateof Workers’ CompensationInsurancein theamountsspecified in thesection; and
b. Waiverof SubrogationEndorsementas requiredby thesection.

4.2 CommercialGeneraland Automobile Liability Insurance.

4.2.1 GeneralRequirements. Contractor, at itsowncostandexpense, shallmaintain commercialgeneralliabilityinsurancefor thetermof thisAgreementin anamount notlessthan $2,000,000 andautomobileliabilityinsuranceforthetermof this Agreementin anamountnotlessthan $2,000,000peroccurrence, combined singlelimitcoverageforrisksassociatedwiththeworkcontemplatedby this Agreement. If a CommercialGeneralLiabilityInsuranceor anAutomobileLiability formor otherformwitha generalaggregatelimitis used, eitherthegeneral aggregatelimitshallapplyseparatelyto theworkto beperformedunderthis Agreementorthegeneralaggregatelimitshallbeat leasttwicetherequired occurrencelimit. Suchcoverageshallincludebutshallnotbe limitedto, protection againstclaimsarisingfrombodilyandpersonalinjury, includingdeathresulting therefrom, anddamageto propertyresultingfromactivitiescontemplatedunder thisAgreement, includingwithoutlimitation, blanketcontractualliabilityandthe useof ownedandnon-ownedautomobiles.

4.2.2 MinimumScopeof Coverage. Commercialgeneralcoverageshallbeat leastas broadas InsuranceServicesOfficeCommercialGeneralLiabilityoccurrenceform CG0001 (mostrecentedition) coveringcomprehensiveGeneralLiabilityon an occurrence” basis. Automobilecoverageshallbeat leastasbroadasInsurance ServicesOfficeAutomobileLiabilityformCA0001, Code1 (anyauto). No endorsementshallbeattachedlimitingthecoverage.

4.2.3 Additional Requirements. Eachof thefollowingshallbeincludedin the insurancecoverageor addedas a certifiedendorsementto thepolicy:
a. TheInsuranceshallcoveronanoccurrenceoranaccidentbasis, andnot ona claims-madebasis.
b. City, its officers, officials, employees, andvolunteersareto becoveredas additionalinsuredsas respects: liabilityarisingoutof workor operations performedby oronbehalfof theContractor; or automobilesowned, leased, hired, or borrowedby theContractor.
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Cityof DublinandAdvancedIntegratedPestManagement Page7 of 15 c. Contractorherebyagreesto waivesubrogationwhichanyinsureror contractormayrequirefromvendorby virtueof thepaymentof anyloss.

Contractoragreesto obtainanyendorsementsthatmaybenecessaryto affectthiswaiverof subrogation.
d. Foranyclaimsrelatedto thisAgreementor theworkhereunder, the Contractor’s insurancecoverageshallbeprimaryinsuranceasrespects theCity, itsofficers, officials, employees, andvolunteers. Anyinsurance or self-insurancemaintainedby theCity, itsofficers, officials, employees, or volunteersshallbeexcessof theContractor’s insuranceandshallnot contributewithit.

4.2.4 Submittal Requirements. TocomplywithSubsection4.2, Contractorshall submitthefollowing:
a. Certificateof LiabilityInsurancein theamountsspecifiedin thesection; b. AdditionalInsuredEndorsementasrequiredby thesection; c. Waiverof SubrogationEndorsementas requiredby thesection; and d. PrimaryInsuranceEndorsementas requiredby thesection.

4.3 All Policies Requirements.

4.3.1 Acceptability of Insurers. Allinsurancerequiredby thissectionis to beplaced withinsurerswitha Bests' ratingof nolessthanA:VII.

4.3.2 Verification of Coverage. Priorto beginninganyworkunderthisAgreement, ContractorshallfurnishCitywithcompletecopiesof allCertificatesof Liability Insurancedeliveredto Contractorby theinsurer, includingcompletecopiesof all endorsementsattachedto thepolicies. Allcopiesof Certificatesof Liability Insuranceandcertifiedendorsementsshallshowthesignatureof a person authorizedby thatinsurerto bindcoverageonitsbehalf. If theCitydoesnot receivetherequiredinsurancedocumentspriorto theContractorbeginningwork, it shallnotwaivetheContractor’s obligationto providethem. TheCityreserves therightto requirecompletecopiesof allrequiredinsurancepoliciesat anytime.

4.3.3 Deductiblesand Self-Insured Retentions. Contractorshalldiscloseto and obtainthewrittenapprovalof Cityfortheself-insuredretentionsanddeductibles beforebeginninganyof theservicesor workcalledforbyanytermof this Agreement. At theoptionof theCity, either: theinsurershallreduceor eliminate suchdeductiblesor self-insuredretentionsas respectstheCity, itsofficers, employees, andvolunteers; or theContractorshallprovidea financialguarantee 66 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page8 of 15 satisfactoryto theCityguaranteeingpaymentof lossesandrelatedinvestigations, claimadministrationanddefenseexpenses.

4.3.4 WastingPolicies. Nopolicyrequiredby thisSection4 shallincludea “wasting” policylimit (i.e. limitthatis erodedbythecostof defense).

4.3.5 EndorsementRequirements. Eachinsurancepolicyrequiredby Section4 shall beendorsedto statethatcoverageshallnotbe canceledbyeitherparty, except after30days’ priorwrittennoticehasbeenprovidedto theCity.

4.3.6 Subcontractors. Contractorshallincludeall subcontractorsas insuredsunderits policiesor shallfurnishseparatecertificatesandcertifiedendorsementsforeach subcontractor. Allcoveragesfor subcontractorsshallbesubjectto all of the requirementsstatedherein.

4.4 Remedies. In additionto anyotherremediesCitymayhaveif Contractorfailsto provide or maintainanyinsurancepoliciesor policyendorsementsto theextentandwithinthetime hereinrequired, Citymay, at itssoleoptionexerciseanyof thefollowingremedies, which arealternativesto otherremediesCitymayhaveandarenottheexclusiveremedyfor Contractor’s breach:

Obtainsuchinsuranceanddeductandretaintheamountof thepremiumsforsuch insurancefromanysumsdueundertheAgreement;
OrderContractorto stopworkunderthisAgreementorwithholdanypaymentthat becomesdueto Contractorhereunder, or bothstopworkandwithholdanypayment, untilContractordemonstratescompliancewiththerequirementshereof; and/or TerminatethisAgreement.

Section5. INDEMNIFICATIONANDCONTRACTOR’S RESPONSIBILITIES. Contractorshall indemnify, defendwithcounselacceptableto City, andholdharmlessCityanditsofficers, officials, employees, agentsandvolunteersfromandagainstanyandallliability, loss, damage, claims, expenses, andcosts (includingwithoutlimitation, attorney’s feesandcostsandfeesof litigation) (collectively, Liability”) of everynaturearisingoutof or in connectionwithContractor’s performanceof theServicesor itsfailureto complywithanyof itsobligationscontainedin thisAgreement, exceptsuchLiabilitycausedby thesolenegligenceor willfulmisconductof City.

TheContractor’s obligationto defendandindemnifyshallnotbeexcusedbecauseof theContractor’s inabilityto evaluateLiabilityor becausetheContractorevaluatesLiabilityanddeterminesthatthe Contractoris notliableto theclaimant. TheContractormustrespondwithin30days, to thetenderof any claimfor defenseandindemnityby theCity, unlessthistimehasbeenextendedbytheCity. If the Contractorfailsto acceptorrejecta tenderof defenseandindemnitywithin30days, in additionto any otherremedyauthorizedby law, so muchof themoneyduetheContractorunderandbyvirtueof this Agreementasshallreasonablybeconsiderednecessaryby theCity, mayberetainedbytheCityuntil 67 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page9 of 15 dispositionhasbeenmadeof theclaimor suitfordamages, or untiltheContractoracceptsor rejectsthe tenderof defense, whicheveroccursfirst.

Notwithstandingtheforgoing, to theextentthisAgreementis a “constructioncontract” as definedby CaliforniaCivilCodeSection2782, as maybeamendedfromtimeto time, suchdutiesof Contractorto indemnifyshallnotapplywhento do sowouldbeprohibitedby CaliforniaCivilCodeSection2782.

In theeventthatContractoror anyemployee, agent, or subcontractorof Contractorprovidingservices underthisAgreementis determinedby a courtof competentjurisdictionor theCaliforniaPublicEmployees RetirementSystem (PERS) to beeligibleforenrollmentin PERSasanemployeeof City, Contractorshall indemnify, defend, andholdharmlessCityfor thepaymentof anyemployeeand/oremployercontributions forPERSbenefitsonbehalfof Contractoror itsemployees, agents, or subcontractors, as wellasfor the paymentof anypenaltiesandinterestonsuchcontributions, whichwouldotherwisebetheresponsibilityof City.

Section6. STATUSOFCONTRACTOR.

6.1 IndependentContractor. At alltimesduringthetermof thisAgreement, Contractorshall beanindependentcontractorandshallnotbe anemployeeof City. ThisAgreementshall notbeconstruedas anagreementforemployment. Cityshallhavetherightto control Contractoronlyinsofaras theresultsof Contractor's servicesrenderedpursuantto this Agreementandassignmentof personnelpursuantto Subsection1.3; however, otherwise Cityshallnothavetherightto controlthemeansby whichContractoraccomplishes servicesrenderedpursuantto thisAgreement. Contractorfurtheracknowledgesthat ContractorperformsServicesoutsidetheusualcourseof theCity’s business; andis customarilyengagedin anindependentlyestablishedtrade, occupation, or businessof the samenatureas theContractorperformsfor theCity, andhastheoptionto performsuch workforotherentities. NotwithstandinganyotherCity, state, or federalpolicy, rule, regulation, law, or ordinanceto thecontrary, Contractorandanyof itsemployees, agents, andsubcontractorsprovidingservicesunderthisAgreementshallnotqualifyforor becomeentitledto, andherebyagreeto waiveanyandall claimsto, anycompensation, benefit, or anyincidentof employmentby City, includingbut notlimitedto eligibilityto enrollin theCaliforniaPublicEmployeesRetirementSystem (PERS) asanemployeeof Cityandentitlementto anycontributionto bepaidbyCityfor employercontributionsand/or employeecontributionsforPERSbenefits.

6.2 Contractor Not an Agent. ExceptasCitymayspecifyin writing, Contractorshallhaveno authority, expressor implied, to actonbehalfof Cityin anycapacitywhatsoeverasan agent. Contractorshallhavenoauthority, expressor implied, pursuantto thisAgreement to bindCityto anyobligationwhatsoever.

Section7. LEGALREQUIREMENTS.

7.1 GoverningLaw. Thelawsof theStateof CaliforniashallgovernthisAgreement. 68 ServicesAgreementbetween July1, 2022
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7.2 Compliancewith Applicable Laws. Contractorandanysubcontractorsshallcomplywith alllawsapplicableto theperformanceof theworkhereunder.

7.3 OtherGovernmentalRegulations. TotheextentthatthisAgreementmaybefundedby fiscalassistancefromanothergovernmentalentity, Contractorandanysubcontractors shallcomplywithallapplicablerulesandregulationsto whichCityis boundby thetermsof suchfiscalassistanceprogram.

7.4 Licensesand Permits. Contractorrepresentsandwarrantsto CitythatContractorandits employees, agents, andanysubcontractorshaveall licenses, permits, qualifications, and approvalsof whatsoevernaturethatarelegallyrequiredto practice theirrespective professions. Contractorrepresentsandwarrantsto CitythatContractorandits employees, agents, anysubcontractorsshall, at theirsolecostandexpense, keepineffect at all timesduringthetermof thisAgreementanylicenses, permits, andapprovalsthatare legallyrequiredto practicetheirrespectiveprofessions. In additionto theforegoing, Contractorandanysubcontractorsshallobtainandmaintainduringthetermof this AgreementvalidBusinessLicensesfromCity.

7.5 Nondiscrimination and EqualOpportunity. Contractorshallnotdiscriminate, onthe basisof a person’s race, sex, gender, religion (includingreligiousdressandgrooming practices), nationalorigin, ancestry, physicalor mentaldisability, medicalcondition includingcancerandgeneticcharacteristics), maritalstatus, age, sexualorientation, color, creed, pregnancy, geneticinformation, genderidentityor expression, politicalaffiliationor belief, military/veteranstatus, or anyotherclassificationprotectedby applicablelocal, state, or federallaws (eacha “ProtectedCharacteristic”), againstanyemployee, applicant foremployment, subcontractor, bidderfora subcontract, or participantin, recipientof, or applicantforanyservicesor programsprovidedby ContractorunderthisAgreement.

Contractorshallincludetheprovisionsof thisSubsectionin anysubcontractapprovedby theContractAdministratoror thisAgreement.

Section8. TERMINATIONANDMODIFICATION.

8.1 Termination. CitymaycancelthisAgreementat anytimeandwithoutcauseuponwritten notificationto Contractor.

ContractormaycancelthisAgreementupon30days’ writtennoticeto Cityandshall includein suchnoticethereasonsforcancellation.

In theeventof termination, Contractorshallbeentitledto compensationforservices performedto theeffectivedateof termination; City, however, mayconditionpaymentof suchcompensationuponContractor deliveringto Cityanyor alldocuments, photographs, computersoftware, videoandaudiotapes, andothermaterialsprovidedto Contractoror preparedby or for Contractoror theCityin connectionwiththisAgreement. 69 ServicesAgreementbetween July1, 2022
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8.2 Extension. Citymay, in itssoleandexclusivediscretion, extendtheenddateof this Agreementbeyondthatprovidedforin Subsection1.1. Anysuchextensionshallrequirea writtenamendmentto thisAgreement, asprovidedforherein. Contractorunderstandsand agreesthat, if Citygrantssuchanextension, Cityshallhavenoobligationto provide Contractorwithcompensationbeyondthemaximumamountprovidedforin this Agreement. Similarly, unlessauthorizedby theContractAdministrator, Cityshallhaveno obligationto reimburseContractorforanyotherwisereimbursableexpensesincurred duringtheextensionperiod.

8.3 Amendments. ThePartiesmayamendthisAgreementonlybya writingsignedbyall the Parties.

8.4 Assignment and Subcontracting. CityandContractorrecognizeandagreethatthis Agreementcontemplatespersonalperformanceby Contractorandis basedupona determinationof Contractor’s uniquepersonalcompetence, experience, andspecialized personalknowledge. Moreover, a substantialinducementto Cityforenteringintothis Agreementwasandis theprofessionalreputationandcompetenceof Contractor.

ContractormaynotassignthisAgreementor anyinterestthereinwithoutthepriorwritten approvalof theContractAdministrator. Contractorshallnotsubcontractanyportionof the performancecontemplatedandprovidedforherein, otherthanto thesubcontractorsnoted in theproposal, withoutpriorwrittenapprovalof theContractAdministrator.

8.5 Survival. Allobligationsarisingpriorto theterminationof thisAgreementandall provisionsof thisAgreementallocatingliabilitybetweenCityandContractorshallsurvive theterminationof thisAgreement.

8.6 Options upon Breachby Contractor. If Contractormateriallybreachesanyof theterms of thisAgreement, City’s remediesshallinclude, but notbelimitedto, thefollowing:

8.6.1 ImmediatelyterminatetheAgreement;

8.6.2 Retaintheplans, specifications, drawings, reports, designdocuments, andany otherworkproductpreparedby Contractorpursuantto thisAgreement;

8.6.3 Retaina differentcontractorto completetheworkdescribedin ExhibitA not finishedby Contractor; or

8.6.4 ChargeContractorthedifferencebetweenthecostto completetheworkdescribed in ExhibitA thatis unfinishedat thetimeof breachandtheamountthatCitywould havepaidContractorpursuantto Section2 if Contractorhadcompletedthework.

Section9. KEEPINGANDSTATUSOFRECORDS.

9.1 RecordsCreatedas Part of Contractor’s Performance. Allreports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, oranyotherdocumentsor materials, in electronicoranyotherform, that 70 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page12of 15 Contractorpreparesorobtainspursuantto thisAgreementandthatrelateto thematters coveredhereundershallbethepropertyof theCity. Contractorherebyagreesto deliver thosedocumentsto theCityuponterminationof theAgreement. It is understoodand agreedthatthedocumentsandothermaterials, includingbutnotlimitedto thosedescribed above, preparedpursuantto thisAgreementarepreparedspecificallyfor theCityandare notnecessarilysuitableforanyfutureor otheruse. CityandContractoragreethat, until finalapprovalby City, alldata, plans, specifications, reportsandotherdocumentsare confidentialandwillnotbereleasedto thirdpartieswithoutpriorwrittenconsentof both Parties.

9.2 Contractor’s Books and Records. Contractorshallmaintainanyandallledgers, books of account, invoices, vouchers, canceledchecks, andotherrecordsor documents evidencingor relatingto chargesforservicesor expendituresanddisbursementscharged to theCityunderthisAgreementfora minimumof 3 years, or foranylonger period requiredby law, fromthedateof finalpaymentto theContractorto thisAgreement.

9.3 Inspection and Audit of Records. Anyrecordsor documentsthatSubsection9.2 of this AgreementrequiresContractorto maintainshallbemadeavailableforinspection, audit, and/or copyingat anytimeduringregularbusinesshours, uponoralor writtenrequestof theCity. UnderCaliforniaGovernmentCodeSection8546.7, if theamountof publicfunds expendedunderthisAgreementexceeds $10,000.00, theAgreementshallbesubjectto theexaminationandauditof theStateAuditor, at therequestof Cityor as partof anyaudit of theCity, fora periodof 3 yearsafterfinalpaymentundertheAgreement.

Section10. MISCELLANEOUSPROVISIONS.

10.1 Attorneys’ Fees. If a partyto thisAgreementbringsanyaction, includinganactionfor declaratoryrelief, to enforceor interprettheprovisionof thisAgreement, theprevailing partyshallbeentitledto reasonableattorneys’ feesin additionto anyotherreliefto which thatpartymaybeentitled. Thecourtmaysetsuchfeesin thesameactionor in a separateactionbroughtforthatpurpose.

10.2 Venue. In theeventthateitherpartybringsanyactionagainsttheotherunderthis Agreement, thePartiesagreethattrialof suchactionshallbevestedexclusivelyin the statecourtsof Californiain theCountyof Alamedaor in theUnitedStatesDistrictCourtfor theNorthernDistrictof California.

10.4 No Implied Waiverof Breach. Thewaiverof anybreachof aspecificprovisionof this Agreementdoesnotconstitutea waiverof anyotherbreachof thattermor anyotherterm of thisAgreement.
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10.5 Successorsand Assigns. Theprovisionsof thisAgreementshallinureto thebenefitof andshallapplyto andbindthesuccessorsandassignsof theParties.

10.6 Conflict of Interest. Contractormayserveotherclients, butnonewhoseactivitieswithin thecorporatelimitsof Cityor whosebusiness, regardlessof location, wouldplace Contractorin a “conflictof interest,” as thattermis definedin thePoliticalReformAct, codifiedat CaliforniaGovernmentCodeSection81000et seq.

ContractorshallnotemployanyCityofficialin theworkperformedpursuantto this Agreement. Noofficeror employeeof Cityshallhaveanyfinancialinterestin this AgreementthatwouldviolateCaliforniaGovernmentCodeSection1090et seq.

Contractorherebywarrantsthatit is notnow, norhasit beenin theprevious12months, an employee, agent, appointee, or officialof theCity. If Contractorwasanemployee, agent, appointee, orofficialof theCityin theprevious12months, Contractorwarrantsthatit did notparticipatein anymannerin theformingof thisAgreement. Contractorunderstands that, if thisAgreementis madein violationof CaliforniaGovernmentCodeSection1090et seq., theentireAgreementis voidandContractorwillnotbeentitledto anycompensation forservicesperformedpursuantto thisAgreement, includingreimbursementof expenses, andContractorwillberequiredto reimbursetheCityforanysumspaidto theContractor.

Contractorunderstandsthat, in additionto theforegoing, it maybesubjectto criminal prosecutionfora violationof CaliforniaGovernmentCodeSection1090et seq., and, if applicable, willbedisqualifiedfromholdingpublicofficein theStateof California.

10.7 Solicitation. Contractoragreesnotto solicitbusinessat anymeeting, focusgroup, or interviewrelatedto thisAgreement, eitherorallyor throughanywrittenmaterials.

10.8 Contract Administration. ThisAgreementshallbeadministeredby theCityManager ContractAdministrator"). Allcorrespondenceshallbedirectedto or throughtheContract Administratororhisor herdesignee.

10.9 Notices. Anywrittennoticeto Contractorshallbesentto:

AdvancedIntegratedPestManagement
Attn: GaryFonzi
4070NelsonAvenue, Ste. J/K
Concord, CA 94520
Anywrittennoticeto Cityshallbesentto:

Cityof Dublin
Attn: PublicWorksManager
100CivicPlaza
Dublin, CA94568
72 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page14of 15

10.10 Integration. ThisAgreement, includingthescopeof workattachedheretoand incorporatedhereinas ExhibitsA andB representstheentireandintegratedagreement betweenCityandContractorandsupersedesallpriornegotiations, representations, or agreements, eitherwrittenororal.

ExhibitA Scopeof Services
ExhibitB CompensationSchedule & ReimbursableExpenses

10.11 Counterpartsand Electronic Signatures. ThisAgreementmaybeexecutedin multiple counterparts, eachof whichshallbeanoriginalandall of whichtogethershallconstitute oneagreement. Counterpartsdeliveredand/or signaturesexecutedby City-approved electronicor digitalmeansshallhavethesameforceandeffectas theuseof a manual signature. BothPartiesdesirethisAgreementto be electronicallysignedin accordance withapplicablefederalandCalifornialaw. EitherPartymayrevokeitsagreementto use electronicsignaturesat anytimeby givingnoticeto theotherParty.

10.12 Certification per Iran Contracting Act of 2010. In theeventthatthiscontractis for onemilliondollars ($1,000,000.00) or more, by Contractor’s signaturebelowContractor certifiesthatContractor, andanyparententities, subsidiaries, successorsor subunitsof Contractorarenotidentifiedona listcreatedpursuantto subdivision (b) of Section2203of theCaliforniaPublicContractCodeas a personengagingin investmentactivitiesin Iranas describedin subdivision (a) of Section2202.5, oras a persondescribedin subdivision (b) of Section2202.5 of theCaliforniaPublicContractCode, as applicable.

SIGNATURESONFOLLOWINGPAGE
73 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Page15of 15 ThePartieshaveexecutedthisAgreementas of theEffectiveDate. Thepersonswhosesignaturesappear belowcertifythattheyareauthorizedto signonbehalfof therespectiveParty.

CITYOFDUBLIN ADVANCEDINTEGRATEDPESTMANAGEMENT
LindaSmith, CityManager BrianRomani, President
Attest:

Contractor’s DIRRegistrationNumber
if applicable)
MarshaMoore, CityClerk
Approvedas to Form:

CityAttorney
3070365.1
For
74 ServicesAgreementbetween July1, 2022
Cityof DublinandAdvancedIntegratedPestManagement Exhibit A – Page1 of 1

EXHIBITA

SCOPEOFSERVICES
Contractorshalltreatand/or providefor anenvironmentthatis freefrom, but notlimitedto, thefollowing pests:

1. Spiders, cockroaches, andbeetles

2. Cricketsandgrasshoppers

3. Ants (allspecies), earwigs, sowbugs, andsilverfish

4. Fleasandotherbitinginsects

5. Wasps, hornetsandotherstinginginsectsnestingin theinterioror exterior, upto a maximum heightof two (2) stories

6. Mice, rats, andotherrodents
Pestcontrolservicesshallbeperformedat allCityfacilities, as listedin ExhibitB.

AllContractorpersonnelshallweara uniformwithproperidentificationwheneverworkingin or aroundany Cityfacility. Contractorpersonnelshallscheduleall visitspriorto providingserviceswiththePublicWorks Manageror designee, andContractorpersonnelshallcheckin withCitystaffbeforeperformingservicesto receiveanupdateonanyissuesthatmayhavecomeupsincethelastroutineservice.

TheContractorpersonnelmustperforma thoroughinspectionduringroutineservice. Contractorpersonnel shallprovidetheCitywithanelectroniccopyof theinspectionreportwithinoneweekof servicein orderto reportanyissuesthatmaybeaddressedby theCitypriorto thenextscheduledservice (i.e. trimvegetation awayfrombuilding, installdoorsweeps, etc.).

Complaintsandservicerequestsbetweenroutineservicesmustbeaddressedwithin24hoursafter notificationandwillbeat noadditionalcostto theCity.

Allpestcontrolservicesshallbeperformedin accordancewithFederal, StateandLocalrulesand regulations. Anyandallchemicalsusedduringtheservicemustbeapprovedforitsintendeduseand appliedin a mannerconsistentwiththeregulationsestablishedby theStateof CaliforniaDepartmentof PesticideRegulationandconsistentwithFederalandCalOSHAstandards.

Contactorshallestablishandsubmitto thePublicWorksManagera scheduleof servicesto beperformed at eachfacility. Eachfacilityshallbeservicedmonthly, unlessnotedotherwise.

ThisAgreementwill allowfor additionalfacilitiesto be addedto the list in ExhibitB as determinedby the PublicWorksManager, or their designee. In addition, PublicWorksManager, or their designee, may approve, in writing, additionalworkforunforeseenservicesontopof itemsapprovedin thisAgreement. 75 ServicesAgreementbetween
Cityof DublinandAdvancedIntegratedPestManagement
July1, 2022
Exhibit B – Page1 of 4

EXHIBITB

COMPENSATIONSCHEDULE & REIMBURSABLEEXPENSES
Site # Facility Floors Interior
Building
Exterior
Building Frequency
Total
Monthly
Rate
Total
Annual
Rate
1 CityHall
100CivicPlaza 2 X X Monthly $ 105 $ 1,260
2 Library
200CivicPlaza 1 X X Monthly $ 75 $ 900
3 PublicSafetyComplex
6363ClarkAvenue 1 X X Monthly $ 105 $ 1,260
4 ShannonCenter
11600ShannonAvenue 1 X X Monthly $ 75 $ 900
5 SeniorCenter
7600AmadorValley
Boulevard
1 X X Monthly $ 75 $ 900
6 HeritagePark & Museum
OldSt. RaymondChurch &
Schoolhouse)
6600DonlonWay
1 X X Monthly $ 70 $ 840
7 HistoricPark (KolbHouse)
6600DonlonWay 1 X X Monthly $ 60 $ 720
8 TheWAVE
4201CentralParkway 1 X X Monthly $ 125 $ 1,500
9 CityCorporationYard
5709ScarlettCourt 1 X X Monthly $ 75 $ 900
10 FireStation16
7494DonohueDrive 1 X X Monthly $ 60 $ 720
11 FireStation17
6700MadiganDrive 1 X X Monthly $ 60 $ 720
12 FireStation18
4800FallonRoad 1 X X Monthly $ 60 $ 720
Thefollowing sites/locations are located in the CampParksRFTA 150 Warehouse 2 X Upon
Request $ 40 $ 480
162 Warehouse 1 X Upon
Request
40 $ 480
76 ServicesAgreementbetween
Cityof DublinandAdvancedIntegratedPestManagement
July1, 2022
Exhibit B – Page2 of 4
171 Warehouse 1 X Upon
Request $ 40 $ 480
275 VisitorCenter 1 X X Weekly $ 25 $ 300
277 Guard Shack 1 X X Weekly $ 25 $ 300
278 Guard Shack 1 X X Weekly $ 25 $ 300
282 Guard Shack 1 X X Weekly $ 25 $ 300
300 Administrative 2 X X Monthly $ 50 $ 600
301 Administrative 2 X X Monthly $ 50 $ 600
302 Administrative 2 X X Monthly $ 50 $ 600
303 FitnessCenter 2 X X Weekly $ 50 $ 600
304 Administrative 2 X X Monthly $ 50 $ 600
306 Administrative 2 X X Monthly $ 50 $ 600
309 Storage 1 X Monthly $ 40 $ 480
310 Administrative 2 X Monthly $ 50 $ 600
311 Administrative 1 X X Weekly $ 50 $ 600
312 Administrative 1 X X Weekly $ 50 $ 600
313 Warehouse 1 X Monthly $ 40 $ 480
320 Administrative 2 X Monthly $ 50 $ 600
321 Administrative 2 X Monthly $ 50 $ 600
330 Administrative 2 X Upon
Request $ 50 $ 600
332 DiningFacility 3 X X Weekly $ 100 $ 1200
334 Warehouse 1 X Monthly $ 40 $ 480
342 Storage 1 X Monthly $ 40 $ 480
350 Administrative 1 X X Weekly $ 50 $ 600
360 Barracks 2 X X Weekly $ 50 $ 600
361 Barracks 2 X X Weekly $ 50 $ 600
362 Barracks 2 X X Weekly $ 50 $ 600
363 Barracks 2 X X Weekly $ 50 $ 600
364 Barracks 2 X X Weekly $ 50 $ 600
373 Administrative 2 X X Weekly $ 50 $ 600
77 ServicesAgreementbetween
Cityof DublinandAdvancedIntegratedPestManagement
July1, 2022
Exhibit B – Page3 of 4
387 ContainerStorage 1 X Upon
Request $
50 $ 600
388 ContainerStorage 1 X Upon
Request $ 30 $ 360
389 ContainerStorage 1 X Upon
Request $ 30 $ 360
390 Barracks 2 X X Monthly $ 30 $ 360
391 Barracks 2 X X Monthly $ 50 $ 600
392 Barracks 2 X X Monthly $ 50 $ 600
393 Barracks 2 X X Monthly $ 50 $ 600
394 Barracks 2 X X Monthly $ 50 $ 600
398 LaundryFacility 1 X X Weekly $ 50 $ 600
490 VehicleMaintenance 1 X X Weekly $ 40 $ 480
494 Warehouse 1 X X Weekly $ 40 $ 480
495 Admin/Storage 1 X Upon
Request $ 50 $ 600
510 Administrative 2 X X Weekly $ 50 $ 600
511 Storage 1 X Upon
Request $ 40 $ 480
512 Storage 1 X Monthly $ 40 $ 480
514 Administrative 1 X X Weekly $ 50 $ 600
515 Storage 1 X Monthly $ 40 $ 480
516 VehicleMaintenance 1 X Monthly $ 40 $ 480
517 Administration 2 X X Weekly $ 50 $ 600
521 Administration/Rally 1 X X Weekly $ 50 $ 600
522 Storage 1 X Upon
Request $ 40 $ 480
610 Administrative 1 X X Weekly $ 50 $ 600
612 Storage 1 X Upon
Request $ 40 $ 480
620 Administrative 1 X X Weekly $ 50 $ 600
628 Admin/Toilet 1 X Upon
Request $ 50 $ 600
635 NECNode 1 X Upon
Request $ 40 $ 480
650 Administrative 2 X X Monthly $ 50 $ 600
78 ServicesAgreementbetween
Cityof DublinandAdvancedIntegratedPestManagement
July1, 2022
Exhibit B – Page4 of 4
659 Administrative 3 X X Weekly $ 50 $ 600
665 Admin/Storage 1 X X Monthly $ 50 $ 600
677 Administrative 1 X X Monthly $ 50 $ 600
685 Warehouse/Storage 1 X X Monthly $ 50 $ 600
791 Admin/Shops 1 X X Weekly $ 40 $ 480
1192 Access Control 1 X Upon
Request $
50 $ 600
1195 RangeOPS/Storage 1 X Upon
Request $ 50 $ 600
1206 Administrative 1 X Upon
Request $
50 $ 600
1209 Administrative 1 X Upon
Request $ 50 $ 600
1211 Administrative 1 X Upon
Request $ 50 $ 600
0396A BaseballDugout (R) 1 X Upon
Request $ 25 $ 300
0396B BaseballDugout (L) 1 X Upon
Request $ 25 $ 300
J1210 Administrative 1 X Upon
Request $ 50 $ 600
MISC Curbs 1 X Bimonthly $ 25 $ 300
MISC GravelAreas 1 X Bimonthly $ 25 $ 300
R0EST Administrative 1 X Upon
Request $ 50 $ 600
R396C Baseball (Booth) 1 X Upon
Request $ 25 $ 300
TR490 Showers 1 X Upon
Request $ 25 $ 300
Agreementwillallowforadditionalfacilitiesto beaddedto theabovelistandapprovedby thePublicWorks Manager. In addition, thePublicWorksManagermayapproveadditionalunforeseenservicesontopof items approvedin thisAgreement.

Pleasenote, reimbursableexpensesarebuiltintoratesas identifiedabove.

Invoicesshallbesubmittedelectronicallyto: [email protected] workis completed.

Year1 Year2 Year3 Total
City Facilities $ 11,340 $ 11,680 $ 12,031 $ 35,051
CampParks – RFTA $ 38,400 $ 39,552 $ 40,739 $ 118,691
Contingency $ 2,000 $ 2,000 $ 2,000 $ 6,000
Totals $ 51,740 $ 53,232 $ 54,770 $ 159,742
79 STAFF REPORT

CITY COUNCIL

Page 1 of 2 ends

Agenda Item 5.3
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amendment to the Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance
Prepared by: Julius Pickney, Management Analyst II
EXECUTIVE SUMMARY:

The City Council will consider approving an amendment to the agreement with EOA, Inc. for Stormwater National Pollutant Discharge Elimination System (NPDES) Implementation Assistance.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance.

FINANCIAL IMPACT:

The cost of these services will be charged to the Public Works Department in accordance with the adopted annual operating budget, Capital Improvement Program project budgets, and/or developer deposit accounts. The proposed amendment will increase the not-to-exceed compensation of the agreement by $410,000, for a total contract amount of $860,000.

DESCRIPTION:

The Public Works Department utilizes consultants and contractors on Capital Improvement Program (CIP) projects, private development projects, and City operations and maintenance programs. On April 19, 2022, the City Council adopted Resolution 36-22 approving an agreement with EOA, Inc. for stormwater National Pollutant Discharge Elimination System (NPDES) implementation assistance. The work being done under the contract is approaching the current not-to-exceed amount of $450,000. The term of the existing agreement expires on June 30, 2025.

Staff has prepared an amendment to the agreement to extend the term of service to June 30, 2027.

The proposed amendment also revises the not-to-exceed compensation limit to $860,000, to reflect the cost of estimated services through the extended term. The amendment also includes a 80

Page 2 of 2 ends

replacement Exhibit B - Compensation Schedule & Reimbursable Expenses which reflects the current hourly rates of EOA, Inc. personnel allowed under the existing agreement.

The City of Dublin is a co-permittee of the Municipal Regional Stormwater NPDES Permit, also known as the MRP. The MRP is issued by the San Francisco Bay Regional Water Quality Control Board to meet the requirements of the federal Clean Water Act. The MRP is re-issued every five years. EOA, Inc. provides specialized technical and engineering services to support the City in its implementation of the MRP on a variety of projects. The need for consultant support towards MRP implementation tasks will continue for the foreseeable future due to the current MRP regulations and reporting requirements.

Since April 2022, EOA, Inc. has supported the City of Dublin’s MRP implementation efforts through several activities and projects, which include:
 Reviewing development projects related to MRP-required Stormwater Management Maintenance Agreements.
 Assisting with tasks related to the Annual Report submitted to the San Francisco Bay Regional Water Quality Control Board.
 Developing a plan to eliminate trash discharges in stormwater (100% full trash capture).  Updating the MRP Enforcement Response Plan, green stormwater infrastructure standard plans, and template specifications.
 Creating green stormwater infrastructure maintenance resources.  Revising the Stormwater Pollution Plan for the Corporation Yard.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving an Amendment to the Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance
2) Exhibit A to Resolution – First Amendment to the Consulting Services Agreement with EOA, Inc.
3) Consulting Services Agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance
81 Attachment 1
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 1 RESOLUTION NO. XX – 24

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
APPROVING AN AMENDMENT TO THE AGREEMENT WITH EOA, INC. FOR

STORMWATER NPDES IMPLEMENTATION ASSISTANCE
WHEREAS, on April 19, 2022, the City Council adopted Resolution No. 36-22 approving an agreement with EOA, Inc. for Stormwater NPDES Implementation Assistance; and WHEREAS, the City and EOA, Inc. mutually desire to amend the agreement to extend the term to June 30, 2027, and set a not-to-exceed compensation amount of $860,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does herby approve the amendment to the agreement with EOA, Inc., attached hereto as Exhibit A to this Resolution.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute Exhibit A and make any necessary, non-substantive changes to Exhibit A to carry out the intent of this Resolution.

PASSED, APPROVED AND ADOPTED this 3rd day of December 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
82

Page 1 of 4 ends

FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT

BETWEEN THE CITY OF DUBLIN AND
EOA, INC.

WHEREAS, on April 20, 2022, the City of Dublin (hereinafter referred to as "CITY") and EOA, Inc. (hereinafter referred to as "CONSULTANT") entered into a Consulting Services Agreement for Stormwater NPDES Implementation Assistance services (hereinafter referred to as the “AGREEMENT”); and
WHEREAS, the existing AGREEMENT will expire on June 30, 2025; and WHEREAS, the CITY and CONSULTANT now wish to amend the
AGREEMENT to extend the term through June 30, 2027 by modifying Section 1.1 of the AGREEMENT, and to increase the not to exceed compensation amount to $860,000 by modifying Section 2 of the AGREEMENT; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
AGREEMENT to update the Compensation Schedule & Reimbursable Expenses by replacing Exhibit B of the AGREEMENT.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows:
1) The end of the term, set forth in section 1.1 of the AGREEMENT shall be extended until June 30, 2027.
2) The compensation amount, set forth in section 2 of the AGREEMENT shall be increased to a sum not to exceed $860,000.
3) Exhibit B shall be rescinded in its entirety and replaced with the attached revised exhibit.
4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 5) All requisite insurance policies to be maintained by the CONSULTANT pursuant to the AGREEMENT, as may have been amended from time to time, shall include coverage for the amended term, as described above.
6) The individuals executing this First Amendment, and the instruments referenced in it on behalf of CONSULTANT each represent and warrant that they have the legal power, right and actual authority to bind CONSULTANT to the terms and conditions of this Amendment.

SIGNATURES ON THE FOLLOWING PAGE

Attachment 2
Exhibit A to the Resolution
83

Page 2 of 4 ends

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date of the City Manager’s signature below.

CITY OF DUBLIN EOA, INC.

By: _____________________________ By: ________________________________ Colleen Tribby, City Manager Ray Goebel, Vice President/Manager of Operations Dated:

ATTEST:

By: _____
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _____________________________
City Attorney

Page 3 of 4 ends

EXHIBIT B – COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES EOA 2024 FEE SCHEDULE
The following fee schedule covers personnel rates for EOA, Inc. staff.

Our charges are divided into two categories: personnel, and direct expenses. A new fee schedule is issued at the beginning of each year. Charges for all work, except where other arrangements have been made, are based on the new schedule of charges.

PERSONNEL
Personnel charges are for any technical, clerical or administrative work necessary to perform the project. Work tasks include geologic and environmental consulting, engineering and computer services, regulatory liaison, and report preparation. Personnel rates are as follows:

Personnel Category Hourly Rates
Principal $320
Senior Managing Engineer/Scientist I $316
Managing Engineer/Scientist III $312
Managing Engineer/Scientist II $294
Managing Engineer/Scientist I $280
Senior Technical Specialist I $270
Senior Engineer/Scientist III – Project Leader $260
Senior Engineer/Scientist/Planner II $236
Senior Engineer/Scientist/Planner I $216
Associate Engineer/Scientist III $206
Associate Engineer/Scientist II $196
Associate Engineer/Scientist I $166
Associate Engineer/Scientist $150
Technician Administrative Manager $130
Clerical/Computer Data Entry $92
Charges for professional services are in increments of one quarter-hour. Depositions/legal testimony charged portal-to- portal, at 200% of standard rates, with a four-hour minimum charge. In accordance with California Civil Procedure 2037.7, where applicable, the minimum fee must be paid prior to commencement of testimony. Preparation for court cases is charged on a time-and-materials basis as outlined in this fee schedule.

DIRECT EXPENSES
Reimbursement for expenses directly related to services provided will be charged at cost plus 10%. Examples of such direct expenses include:
• Costs of sub-consultants or subcontractors
• Costs of special fees (insurance, permits, etc.)

Page 4 of 4 ends

• Costs of copying, drafting, blueprints, etc. (EOA copies charged at $0.10 each for B&W, $0.35each for color. Large format $0.15/sq ft for B&W, $0.50/sq ft for color) • Costs of color map production supplies (color ink and large format paper) • Costs or rental of special equipment. Daily use fees of monitoring equipment charged at the following rates:
o Single-parameter field meter - $10/day
o Multi-parameter field meter and sonde - $100/day
• Costs of authorized travel and related expenses
• Costs of laboratory analyses

INVOICES
Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable upon receipt unless prior arrangements have been made. Interest of 1- 1/2% per month, or the maximum rate allowed by law, is payable on accounts not paid within 30 days.

All CPI increases shall be calculated by Consultant and requested for adjustment each May, effective each July 1
st. Rate increases shall not exceed 3% and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Management Analyst, or their designee, for approval prior to taking effect. Remit invoices to [email protected]

86 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page1of14

CONSULTINGSERVICESAGREEMENTBETWEEN

THECITYOFDUBLINAND
EOA, INC.

FOR

STORMWATERNPDESIMPLMENTATIONASSISTANCE
THISAGREEMENTforconsultingservicesismadebyandbetweentheCityofDublin (“City”) and EOA, Inc. (“Consultant”) (togethersometimesreferredtoasthe “Parties”) asofApril20, 2022 (the “Effective Date”).

Section1. SERVICES. SubjecttothetermsandconditionssetforthinthisAgreement, Consultantshall providetoCitytheservicesdescribedintheScopeofWorkattachedasExhibitAatthetimeandplaceandin themannerspecifiedtherein. Intheeventofaconflictinorinconsistencybetweenthetermsofthis AgreementandExhibitA, theAgreementshallprevail.

1.1 TermofServices. ThetermofthisAgreementshallbeginontheEffectiveDateandshall endonJune30, 2025, thedateofcompletionspecifiedinExhibitA, andConsultantshall completetheworkdescribedinExhibitAonorbeforethatdate, unlessthetermofthe Agreementisotherwiseterminatedorextended, asprovidedforinSection8. Thetime providedtoConsultanttocompletetheservicesrequiredbythisAgreementshallnotaffect theCity’srighttoterminatetheAgreement, asreferencedinSection8. Notwithstandingthe foregoingthisAgreementmaybeextendedonamonth-to-monthbasisforupto6months uponthewrittenconsentoftheConsultantandtheCityManager, providedthat: a) sufficient fundshavebeenappropriatedforsuchpurchase, b) thepricechargedbytheConsultantfor theprovisionoftheservesdescribedinExhibitAdoesnotincrease. Noneoftheforegoing shallaffecttheCity’srighttoterminatetheAgreementasprovidedforinSection8.

1.2 StandardofPerformance. Consultantshallperformallservicesrequiredpursuanttothis Agreementinthemannerandaccordingtothestandardsobservedbyacompetent practitioneroftheprofessioninwhichConsultantisengaged.

1.3 AssignmentofPersonnel. Consultantshallassignonlycompetentpersonneltoperform servicespursuanttothisAgreement. IntheeventthatCity, initssolediscretion, atanytime duringthetermofthisAgreement, desiresthereassignmentofanysuchpersons, Consultant shall, immediatelyuponreceivingnoticefromCityofsuchdesireofCity, reassignsuch personorpersons.

1.4 Time. Consultantshalldevotesuchtimetotheperformanceofservicespursuanttothis Agreementasmaybereasonablynecessarytomeetthestandardofperformanceprovided inSubsection1.2aboveandtosatisfyConsultant’sobligationshereunder.

Section2. COMPENSATION. CityherebyagreestopayConsultantasumnottoexceed $450,000 notwithstandinganycontraryindicationsthatmaybecontainedinConsultant’sproposal, forservicestobe performedandreimbursablecostsincurredunderthisAgreement. Intheeventofaconflictbetweenthis AgreementandConsultant’sproposal, attachedasExhibitA, regardingtheamountofcompensation, the Attachment 3
87 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page2of14 Agreementshallprevail. CityshallpayConsultantforservicesrenderedpursuanttothisAgreementatthe timeandinthemannersetforthherein. ThepaymentsspecifiedbelowshallbetheonlypaymentsfromCity toConsultantforservicesrenderedpursuanttothisAgreement. ConsultantshallsubmitallinvoicestoCityin themannerspecifiedherein. ExceptasspecificallyauthorizedbyCityinwriting, ConsultantshallnotbillCity forduplicateservicesperformedbymorethanoneperson.

ConsultantandCityacknowledgeandagreethatcompensationpaidbyCitytoConsultantunderthis AgreementisbaseduponConsultant’sestimatedcostsofprovidingtheservicesrequiredhereunder, includingsalariesandbenefitsofemployeesandsubcontractorsofConsultant. Consequently, theParties furtheragreethatcompensationhereunderisintendedtoincludethecostsofcontributionstoanypensions and/orannuitiestowhichConsultantanditsemployees, agents, andsubcontractorsmaybeeligible. City thereforehasnoresponsibilityforsuchcontributionsbeyondcompensationrequiredunderthisAgreement.

2.1 Invoices. Consultantshallsubmitinvoices, notmoreoftenthanonceamonthduringthe termofthisAgreement, basedonthecostforservicesperformedandreimbursablecosts incurredpriortotheinvoicedate. NoindividualperformingworkunderthisAgreementshall billmorethan2,000hoursinafiscalyearunlessapproved, inwriting, bytheCityManageror his/herdesignee. Invoicesshallcontainthefollowinginformation:

Serialidentificationsofprogressbills; i.e., ProgressBillNo. 1forthefirstinvoice, etc.; Thebeginningandendingdatesofthebillingperiod;
ATaskSummarycontainingtheoriginalcontractamount, theamountofpriorbillings, thetotalduethisperiod, thebalanceavailableundertheAgreement, andthepercentage ofcompletion;
Acopyoftheapplicabletimeentriesortimesheetsshallbesubmittedshowingthe following:
o Dailylogsoftotalhoursworkedbyeachindividualperformingworkunder thisAgreement
o Hoursmustbeloggedinincrementsoftenthsofanhourorquarterhour o IfthisAgreementcoversmultipleprojects, allhoursmustalsobeloggedby projectassignment
o Abriefdescriptionofthework, andeachreimbursableexpense ThetotalnumberofhoursofworkperformedundertheAgreementbyConsultantand eachemployee, agent, andsubcontractorofConsultantperformingserviceshereunder; TheConsultant’ssignature;
ConsultantshallgiveseparatenoticetotheCitywhenthetotalnumberofhoursworked byConsultantandanyindividualemployee, agent, orsubcontractorofConsultant reachesorexceeds800hourswithina12-monthperiodunderthisAgreementandany otheragreementbetweenConsultantandCity. Suchnoticeshallincludeanestimateof thetimenecessarytocompleteworkdescribedinExhibitAandtheestimateoftime 88 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page3of14 necessarytocompleteworkunderanyotheragreementbetweenConsultantandCity, if applicable.

2.2 MonthlyPayment. Cityshallmakemonthlypayments, basedoninvoicesreceived, for servicessatisfactorilyperformed, andforauthorizedreimbursablecostsincurred. Cityshall have30daysfromthereceiptofaninvoicethatcomplieswithalloftherequirementsabove topayConsultant.

2.3 FinalPayment. Cityshallpaythelast10% ofthetotalsumduepursuanttothisAgreement within60daysaftercompletionoftheservicesandsubmittaltoCityofafinalinvoice, ifall servicesrequiredhavebeensatisfactorilyperformed.

2.4 TotalPayment. CityshallpayfortheservicestoberenderedbyConsultantpursuanttothis Agreement. Cityshallnotpayanyadditionalsumforanyexpenseorcostwhatsoever incurredbyConsultantinrenderingservicespursuanttothisAgreement. Cityshallmakeno paymentforanyextra, further, oradditionalservicepursuanttothisAgreement.

InnoeventshallConsultantsubmitanyinvoiceforanamountinexcessofthemaximum amountofcompensationprovidedaboveeitherforataskorfortheentireAgreement, unless theAgreementismodifiedpriortothesubmissionofsuchaninvoicebyaproperlyexecuted changeorderoramendment.

2.5 HourlyFees. FeesforworkperformedbyConsultantonanhourlybasisshallnotexceed theamountsshownonthecompensationscheduleattachedheretoasExhibitB.

2.6 ReimbursableExpenses. ReimbursableexpensesarespecifiedinExhibitB, andshallnot exceed $6,000. ExpensesnotlistedinExhibitBarenotchargeabletoCity. Reimbursable expensesareincludedinthetotalamountofcompensationprovidedunderthisAgreement thatshallnotbeexceeded.

2.7 PaymentofTaxes. Consultantissolelyresponsibleforthepaymentofemploymenttaxes incurredunderthisAgreementandanysimilarfederalorstatetaxes.

2.8 PaymentuponTermination. IntheeventthattheCityorConsultantterminatesthis AgreementpursuanttoSection8, theCityshallcompensatetheConsultantforall outstandingcostsandreimbursableexpensesincurredforworksatisfactorilycompletedas ofthedateofwrittennoticeoftermination. Consultantshallmaintainadequatelogsand timesheetstoverifycostsincurredtothatdate.

2.9 AuthorizationtoPerformServices. TheConsultantisnotauthorizedtoperformany servicesorincuranycostswhatsoeverunderthetermsofthisAgreementuntilreceiptof authorizationfromtheContractAdministrator.

Section3. FACILITIESANDEQUIPMENT. Exceptassetforthherein, Consultantshall, atitssolecost andexpense, provideallfacilitiesandequipmentthatmaybenecessarytoperformtheservicesrequiredby 89 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page4of14 thisAgreement. CityshallmakeavailabletoConsultantonlythefacilitiesandequipmentlistedinthis section, andonlyunderthetermsandconditionssetforthherein.

Cityshallfurnishphysicalfacilitiessuchasdesks, filingcabinets, andconferencespace, asmaybe reasonablynecessaryforConsultant’susewhileconsultingwithCityemployeesandreviewingrecordsand theinformationinpossessionoftheCity. Thelocation, quantity, andtimeoffurnishingthosefacilitiesshall beinthesolediscretionofCity. InnoeventshallCitybeobligatedtofurnishanyfacilitythatmayinvolve incurringanydirectexpense, includingbutnotlimitedtocomputer, long-distancetelephoneorother communicationcharges, vehicles, andreproductionfacilities.

Section4. INSURANCEREQUIREMENTS. BeforefullyexecutingthisAgreement, Consultant, atits owncostandexpense, unlessotherwisespecifiedbelow, shallprocurethetypesandamountsofinsurance listedbelowagainstclaimsforinjuriestopersonsordamagestopropertythatmayarisefromorinconnection withtheperformanceoftheworkhereunderbytheConsultantanditsagents, representatives, employees, andsubcontractors. Consistentwiththefollowingprovisions, Consultantshallprovideproofsatisfactoryto Cityofsuchinsurancethatmeetstherequirementsofthissectionandunderformsofinsurancesatisfactory inallrespects, andthatsuchinsuranceisineffectpriortobeginningwork. Consultantshallmaintainthe insurancepoliciesrequiredbythissectionthroughoutthetermofthisAgreement. Thecostofsuchinsurance shallbeincludedintheConsultant'sbidorproposal. Consultantshallnotallowanysubcontractorto commenceworkonanysubcontractuntilConsultanthasobtainedallinsurancerequiredhereinforthe subcontractor(s) andprovidedevidencetoCitythatsuchinsuranceisineffect. VERIFICATIONOFTHE

REQUIREDINSURANCESHALLBESUBMITTEDANDMADEPARTOFTHISAGREEMENTPRIORTO EXECUTION. Consultantshallmaintainallrequiredinsurancelistedhereinforthedurationofthis Agreement.

4.1 Workers’ Compensation.

4.1.1 GeneralRequirements. Consultantshall, atitssolecostandexpense, maintain StatutoryWorkers’ CompensationInsuranceandEmployer’sLiabilityInsurancefor anyandallpersonsemployeddirectlyorindirectlybyConsultant. TheStatutory Workers’ CompensationInsuranceandEmployer’sLiabilityInsuranceshallbe providedwithlimitsofnotlessthan $1,000,000peraccident. Inthealternative, Consultantmayrelyonaself-insuranceprogramtomeettheserequirements, but onlyiftheprogramofself-insurancecompliesfullywiththeprovisionsofthe CaliforniaLaborCode. Determinationofwhetheraself-insuranceprogrammeets thestandardsoftheCaliforniaLaborCodeshallbesolelyinthediscretionofthe ContractAdministrator.

TheWorkers’ Compensationpolicyshallbeendorsedwithawaiverofsubrogationin favoroftheentityforallworkperformedbytheConsultant, itsemployees, agents, andsubcontractors.

4.1.2 SubmittalRequirements. TocomplywithSubsection4.1, Consultantshallsubmit thefollowing:
a. CertificateofLiabilityInsuranceintheamountsspecifiedinthesection; and 90 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page5of14 b. WaiverofSubrogationEndorsementasrequiredbythesection.

4.2 CommercialGeneralandAutomobileLiabilityInsurance.

4.2.1 GeneralRequirements. Consultant, atitsowncostandexpense, shallmaintain commercialgeneralliabilityinsuranceforthetermofthisAgreementinanamount notlessthan $1,000,000andautomobileliabilityinsuranceforthetermofthis Agreementinanamountnotlessthan $1,000,000peroccurrence, combinedsingle limitcoverageforrisksassociatedwiththeworkcontemplatedbythisAgreement. If aCommercialGeneralLiabilityInsuranceoranAutomobileLiabilityformorother formwithageneralaggregatelimitisused, eitherthegeneralaggregatelimitshall applyseparatelytotheworktobeperformedunderthisAgreementorthegeneral aggregatelimitshallbeatleasttwicetherequiredoccurrencelimit. Suchcoverage shallincludebutshallnotbelimitedto, protectionagainstclaimsarisingfrombodily andpersonalinjury, includingdeathresultingtherefrom, anddamagetoproperty resultingfromactivitiescontemplatedunderthisAgreement, includingwithout limitation, blanketcontractualliabilityandtheuseofownedandnon-owned automobiles.

4.2.2 MinimumScopeofCoverage. Commercialgeneralcoverageshallbeatleastas broadasInsuranceServicesOfficeCommercialGeneralLiabilityoccurrenceform CG0001 (mostrecentedition) coveringcomprehensiveGeneralLiabilityonan occurrence” basis. AutomobilecoverageshallbeatleastasbroadasInsurance ServicesOfficeAutomobileLiabilityformCA0001, Code1 (anyauto). No endorsementshallbeattachedlimitingthecoverage.

4.2.3 AdditionalRequirements. Eachofthefollowingshallbeincludedintheinsurance coverageoraddedasacertifiedendorsementtothepolicy:
a. TheInsuranceshallcoveronanoccurrenceoranaccidentbasis, andnot onaclaims-madebasis.
b. City, itsofficers, officials, employees, andvolunteersaretobecoveredas additionalinsuredsasrespects: liabilityarisingoutofworkoroperations performedbyoronbehalfoftheConsultant; orautomobilesowned, leased, hired, orborrowedbytheConsultant.
c. Consultantherebyagreestowaivesubrogationwhichanyinsureror contractormayrequirefromvendorbyvirtueofthepaymentofanyloss.

Consultantagreestoobtainanyendorsementsthatmaybenecessaryto effectthiswaiverofsubrogation.
d. ForanyclaimsrelatedtothisAgreementortheworkhereunder, the Consultant’sinsurancecoverageshallbeprimaryinsuranceasrespectsthe City, itsofficers, officials, employees, andvolunteers. Anyinsuranceorself- 91 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page6of14 insurancemaintainedbytheCity, itsofficers, officials, employees, or volunteersshallbeexcessoftheConsultant’sinsuranceandshallnot contributewithit.

4.2.4 SubmittalRequirements. TocomplywithSubsection4.2, Consultantshallsubmit thefollowing:
a. CertificateofLiabilityInsuranceintheamountsspecifiedinthesection; b. AdditionalInsuredEndorsementasrequiredbythesection;
c. WaiverofSubrogationEndorsementasrequiredbythesection; and d. PrimaryInsuranceEndorsementasrequiredbythesection.

4.3 ProfessionalLiabilityInsurance.

4.3.1 GeneralRequirements. Consultant, atitsowncostandexpense, shallmaintainfor theperiodcoveredbythisAgreementprofessionalliabilityinsuranceforlicensed professionalsperformingworkpursuanttothisAgreementinanamountnotless than $2,000,000coveringthelicensedprofessionals’ errorsandomissions. Any deductibleorself-insuredretentionshallnotexceed $150,000perclaim.

4.3.2 Claims-MadeLimitations. Thefollowingprovisionsshallapplyiftheprofessional liabilitycoverageiswrittenonaclaims-madeform:
a. Theretroactivedateofthepolicymustbeshownandmustbebeforethe dateoftheAgreement.
b. Insurancemustbemaintainedandevidenceofinsurancemustbeprovided foratleast3yearsaftercompletionoftheAgreementorthework, solong ascommerciallyavailableatreasonablerates.
c. Ifcoverageiscanceledornotrenewedanditisnotreplacedwithanother claims-madepolicyformwitharetroactivedatethatprecedesthedateof thisAgreement, Consultantshallpurchaseanextendedperiodcoveragefor aminimumof3yearsaftercompletionofworkunderthisAgreement. d. AcopyoftheclaimreportingrequirementsmustbesubmittedtotheCityfor reviewpriortothecommencementofanyworkunderthisAgreement.

4.3.3 SubmittalRequirements. TocomplywithSubsection4.3, Consultantshallsubmit theCertificateofLiabilityInsuranceintheamountsspecifiedinthesection.

4.4 AllPoliciesRequirements.
92 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page7of14

4.4.1 AcceptabilityofInsurers. Allinsurancerequiredbythissectionistobeplaced withinsurerswithaBests' ratingofnolessthanA:VII.

4.4.2 VerificationofCoverage. PriortobeginninganyworkunderthisAgreement, ConsultantshallfurnishCitywithcompletecopiesofallCertificatesofLiability InsurancedeliveredtoConsultantbytheinsurer, includingcompletecopiesofall endorsementsattachedtothepolicies. AllcopiesofCertificatesofLiability Insuranceandcertifiedendorsementsshallshowthesignatureofaperson authorizedbythatinsurertobindcoverageonitsbehalf. IftheCitydoesnotreceive therequiredinsurancedocumentspriortotheConsultantbeginningwork, itshallnot waivetheConsultant’sobligationtoprovidethem. TheCityreservestherightto requirecompletecopiesofallrequiredinsurancepoliciesatanytime.

4.4.3 DeductiblesandSelf-InsuredRetentions. Consultantshalldisclosetoandobtain thewrittenapprovalofCityfortheself-insuredretentionsanddeductiblesbefore beginninganyoftheservicesorworkcalledforbyanytermofthisAgreement. At theoptionoftheCity, either: theinsurershallreduceoreliminatesuchdeductibles orself-insuredretentionsasrespectstheCity, itsofficers, employees, and volunteers; ortheConsultantshallprovideafinancialguaranteesatisfactorytothe Cityguaranteeingpaymentoflossesandrelatedinvestigations, claimadministration anddefenseexpenses.

4.4.4 WastingPolicies. NopolicyrequiredbythisSection4shallincludea “wasting” policylimit (i.e. limitthatiserodedbythecostofdefense).

4.4.5 EndorsementRequirements. EachinsurancepolicyrequiredbySection4shallbe endorsedtostatethatcoverageshallnotbecanceledbyeitherparty, exceptafter 30days’ priorwrittennoticehasbeenprovidedtotheCity.

4.4.6 Subcontractors. Consultantshallincludeallsubcontractorsasinsuredsunderits policiesorshallfurnishseparatecertificatesandcertifiedendorsementsforeach subcontractor. Allcoveragesforsubcontractorsshallbesubjecttoallofthe requirementsstatedherein.

Obtainsuchinsuranceanddeductandretaintheamountofthepremiumsforsuch insurancefromanysumsdueundertheAgreement;
OrderConsultanttostopworkunderthisAgreementorwithholdanypaymentthat becomesduetoConsultanthereunder, orbothstopworkandwithholdanypayment, untilConsultantdemonstratescompliancewiththerequirementshereof; and/or 93 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page8of14 TerminatethisAgreement.

Section5. INDEMNIFICATIONANDCONSULTANT’SRESPONSIBILITIES. Refertotheattached ExhibitC, whichisincorporatedhereinandmadeapartofthisAgreement.

Section6. STATUSOFCONSULTANT.

6.1 IndependentContractor. AtalltimesduringthetermofthisAgreement, Consultantshall beanindependentcontractorandshallnotbeanemployeeofCity. ThisAgreementshallnot beconstruedasanagreementforemployment. Cityshallhavetherighttocontrol ConsultantonlyinsofarastheresultsofConsultant'sservicesrenderedpursuanttothis AgreementandassignmentofpersonnelpursuanttoSubsection1.3; however, otherwise CityshallnothavetherighttocontrolthemeansbywhichConsultantaccomplishesservices renderedpursuanttothisAgreement. ConsultantfurtheracknowledgesthatConsultant performsServicesoutsidetheusualcourseoftheCity’sbusiness; andiscustomarily engagedinanindependentlyestablishedtrade, occupation, orbusinessofthesamenature astheConsultantperformsfortheCityandhastheoptiontoperformsuchworkforother entities. NotwithstandinganyotherCity, state, orfederalpolicy, rule, regulation, law, or ordinancetothecontrary, Consultantandanyofitsemployees, agents, andsubcontractors providingservicesunderthisAgreementshallnotqualifyfororbecomeentitledto, and herebyagreetowaiveanyandallclaimsto, anycompensation, benefit, oranyincidentof employmentbyCity, includingbutnotlimitedtoeligibilitytoenrollintheCaliforniaPublic EmployeesRetirementSystem (PERS) asanemployeeofCityandentitlementtoany contributiontobepaidbyCityforemployercontributionsand/oremployeecontributionsfor PERSbenefits.

6.2 ConsultantNotanAgent. ExceptasCitymayspecifyinwriting, Consultantshallhaveno authority, expressorimplied, toactonbehalfofCityinanycapacitywhatsoeverasanagent.

Consultantshallhavenoauthority, expressorimplied, pursuanttothisAgreementtobind Citytoanyobligationwhatsoever.

Section7. LEGALREQUIREMENTS.

7.1 GoverningLaw. ThelawsoftheStateofCaliforniashallgovernthisAgreement.

7.2 CompliancewithApplicableLaws. Consultantandanysubcontractorsshallcomplywith alllawsandregulationsapplicabletotheperformanceoftheworkhereunder, includingbut notlimitedto, theCaliforniaBuildingCode, theAmericanswithDisabilitiesAct, andany copyright, patentortrademarklaw. Consultant’sfailuretocomplywithanylaw(s) or regulation(s) applicabletotheperformanceoftheworkhereundershallconstituteabreach ofcontract.

7.3 OtherGovernmentalRegulations. TotheextentthatthisAgreementmaybefundedby fiscalassistancefromanothergovernmentalentity, Consultantandanysubcontractorsshall 94 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page9of14 complywithallapplicablerulesandregulationstowhichCityisboundbythetermsofsuch fiscalassistanceprogram.

7.4 LicensesandPermits. ConsultantrepresentsandwarrantstoCitythatConsultantandits employees, agents, andanysubcontractorshavealllicenses, permits, qualifications, and approvalsofwhatsoevernaturethatarelegallyrequiredtopracticetheirrespective professions. ConsultantrepresentsandwarrantstoCitythatConsultantanditsemployees, agents, anysubcontractorsshall, attheirsolecostandexpense, keepineffectatalltimes duringthetermofthisAgreementanylicenses, permits, andapprovalsthatarelegally requiredtopracticetheirrespectiveprofessions. Inadditiontotheforegoing, Consultantand anysubcontractorsshallobtainandmaintainduringthetermofthisAgreementvalid BusinessLicensesfromCity.

7.5 NondiscriminationandEqualOpportunity. Consultantshallnotdiscriminate, onthebasis ofaperson’srace, sex, gender, religion (includingreligiousdressandgroomingpractices), nationalorigin, ancestry, physicalormentaldisability, medicalcondition (includingcancer andgeneticcharacteristics), maritalstatus, age, sexualorientation, color, creed, pregnancy, geneticinformation, genderidentityorexpression, politicalaffiliationorbelief, military/veteran status, oranyotherclassificationprotectedbyapplicablelocal, state, orfederallaws (eacha ProtectedCharacteristic”), againstanyemployee, applicantforemployment, subcontractor, bidderforasubcontract, orparticipantin, recipientof, orapplicantforanyservicesor programsprovidedbyConsultantunderthisAgreement.

ConsultantshallincludetheprovisionsofthisSubsectioninanysubcontractapprovedbythe ContractAdministratororthisAgreement.

Section8. TERMINATIONANDMODIFICATION.

8.1 Termination. CitymaycancelthisAgreementatanytimeandwithoutcauseuponwritten notificationtoConsultant.

ConsultantmaycancelthisAgreementupon30days’ writtennoticetoCityandshallinclude insuchnoticethereasonsforcancellation.

Similarly, unlessauthorizedbytheContractAdministrator, Cityshallhavenoobligationto 95 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page10of14 reimburseConsultantforanyotherwisereimbursableexpensesincurredduringthe extensionperiod.

8.3 Amendments. ThePartiesmayamendthisAgreementonlybyawritingsignedbyallthe Parties.

8.4 AssignmentandSubcontracting. CityandConsultantrecognizeandagreethatthis AgreementcontemplatespersonalperformancebyConsultantandisbasedupona determinationofConsultant’suniquepersonalcompetence, experience, andspecialized personalknowledge. Moreover, asubstantialinducementtoCityforenteringintothis AgreementwasandistheprofessionalreputationandcompetenceofConsultant.

ConsultantmaynotassignthisAgreementoranyinterestthereinwithoutthepriorwritten approvaloftheContractAdministrator. Consultantshallnotsubcontractanyportionofthe performancecontemplatedandprovidedforherein, otherthantothesubcontractorsnotedin theproposal, withoutpriorwrittenapprovaloftheContractAdministrator.

8.5 Survival. AllobligationsarisingpriortotheterminationofthisAgreementandallprovisions ofthisAgreementallocatingliabilitybetweenCityandConsultantshallsurvivethe terminationofthisAgreement.

8.6 OptionsuponBreachbyConsultant. IfConsultantmateriallybreachesanyofthetermsof thisAgreement, City’sremediesshallinclude, butarenotlimitedto, thefollowing:

8.6.1 ImmediatelyterminatetheAgreement;

8.6.2 Retaintheplans, specifications, drawings, reports, designdocuments, andanyother workproductpreparedbyConsultantpursuanttothisAgreement;

8.6.3 RetainadifferentconsultanttocompletetheworkdescribedinExhibitAnotfinished byConsultant; or

8.6.4 ChargeConsultantthedifferencebetweenthecosttocompletetheworkdescribed inExhibitAthatisunfinishedatthetimeofbreachandtheamountthatCitywould havepaidConsultantpursuanttoSection2ifConsultanthadcompletedthework.

Section9. KEEPINGANDSTATUSOFRECORDS.

9.1 RecordsCreatedasPartofConsultant’sPerformance. Allreports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, oranyotherdocumentsormaterials, inelectronicoranyotherform, thatConsultant preparesorobtainspursuanttothisAgreementandthatrelatetothematterscovered hereundershallbethepropertyoftheCity. Consultantherebyagreestodeliverthose documentstotheCityuponterminationoftheAgreement. Itisunderstoodandagreedthat thedocumentsandothermaterials, includingbutnotlimitedtothosedescribedabove, preparedpursuanttothisAgreementarepreparedspecificallyfortheCityandarenot necessarilysuitableforanyfutureorotheruse. CityandConsultantagreethat, untilfinal 96 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page11of14 approvalbyCity, alldata, plans, specifications, reportsandotherdocumentsareconfidential andwillnotbereleasedtothirdpartieswithoutpriorwrittenconsentofbothParties.

9.2 Consultant’sBooksandRecords. Consultantshallmaintainanyandallledgers, booksof account, invoices, vouchers, canceledchecks, andotherrecordsordocumentsevidencing orrelatingtochargesforservicesorexpendituresanddisbursementschargedtotheCity underthisAgreementforaminimumof3years, orforanylongerperiodrequiredbylaw, fromthedateoffinalpaymenttotheConsultanttothisAgreement.

9.3 InspectionandAuditofRecords. AnyrecordsordocumentsthatSubsection9.2ofthis AgreementrequiresConsultanttomaintainshallbemadeavailableforinspection, audit, and/orcopyingatanytimeduringregularbusinesshours, uponoralorwrittenrequestofthe City. UnderCaliforniaGovernmentCodeSection8546.7, iftheamountofpublicfunds expendedunderthisAgreementexceeds $10,000.00, theAgreementshallbesubjecttothe examinationandauditoftheStateAuditor, attherequestofCityoraspartofanyauditofthe City, foraperiodof3yearsafterfinalpaymentundertheAgreement.

Section10. MISCELLANEOUSPROVISIONS.

10.1 Attorneys’ Fees. IfapartytothisAgreementbringsanyaction, includinganactionfor declaratoryrelief, toenforceorinterprettheprovisionofthisAgreement, theprevailingparty shallbeentitledtoreasonableattorneys’ feesinadditiontoanyotherrelieftowhichthat partymaybeentitled. Thecourtmaysetsuchfeesinthesameactionorinaseparate actionbroughtforthatpurpose.

10.2 Venue. Intheeventthateitherpartybringsanyactionagainsttheotherunderthis Agreement, thePartiesagreethattrialofsuchactionshallbevestedexclusivelyinthestate courtsofCaliforniaintheCountyofAlamedaorintheUnitedStatesDistrictCourtforthe NorthernDistrictofCalifornia.

10.4 NoImpliedWaiverofBreach. Thewaiverofanybreachofaspecificprovisionofthis Agreementdoesnotconstituteawaiverofanyotherbreachofthattermoranyothertermof thisAgreement.

10.5 SuccessorsandAssigns. TheprovisionsofthisAgreementshallinuretothebenefitof andshallapplytoandbindthesuccessorsandassignsoftheParties.

10.6 UseofRecycledProducts. Consultantshallprepareandsubmitallreports, writtenstudies andotherprintedmaterialonrecycledpapertotheextentitisavailableatequalorlesscost thanvirginpaper.
97 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page12of14

10.7 ConflictofInterest. Consultantmayserveotherclients, butnonewhoseactivitieswithin thecorporatelimitsofCityorwhosebusiness, regardlessoflocation, wouldplaceConsultant ina “conflictofinterest,” asthattermisdefinedinthePoliticalReformAct, codifiedat CaliforniaGovernmentCodeSection81000etseq.

ConsultantshallnotemployanyCityofficialintheworkperformedpursuanttothis Agreement. NoofficeroremployeeofCityshallhaveanyfinancialinterestinthisAgreement thatwouldviolateCaliforniaGovernmentCodeSection1090etseq.

Consultantherebywarrantsthatitisnotnow, norhasitbeenintheprevious12months, an employee, agent, appointee, orofficialoftheCity. IfConsultantwasanemployee, agent, appointee, orofficialoftheCityintheprevious12months, Consultantwarrantsthatitdidnot participateinanymannerintheformingofthisAgreement. Consultantunderstandsthat, if thisAgreementismadeinviolationofCaliforniaGovernmentCodeSection1090etseq., the entireAgreementisvoidandConsultantwillnotbeentitledtoanycompensationforservices performedpursuanttothisAgreement, includingreimbursementofexpenses, and ConsultantwillberequiredtoreimbursetheCityforanysumspaidtotheConsultant.

Consultantunderstandsthat, inadditiontotheforegoing, itmaybesubjecttocriminal prosecutionforaviolationofCaliforniaGovernmentCodeSection1090etseq., and, if applicable, willbedisqualifiedfromholdingpublicofficeintheStateofCalifornia.

AtCity’ssolediscretion, ConsultantmayberequiredtofilewiththeCityaForm700to identifyanddocumentConsultant’seconomicinterests, asdefinedandregulatedbythe CaliforniaFairPoliticalPracticesCommission. IfConsultantisrequiredtofileaForm700, ConsultantisherebyadvisedtocontacttheDublinCityClerkfortheForm700anddirections onhowtoprepareit.

10.8 Solicitation. Consultantagreesnottosolicitbusinessatanymeeting, focusgroup, or interviewrelatedtothisAgreement, eitherorallyorthroughanywrittenmaterials.

10.9 ContractAdministration. ThisAgreementshallbeadministeredbytheCityManager ContractAdministrator"). AllcorrespondenceshallbedirectedtoorthroughtheContract Administratororhisorherdesignee.

10.10 Notices. AnywrittennoticetoConsultantshallbesentto:

KristinKerr
EOA, Inc.
1410JacksonStreet
Oakland, CA94612
AnywrittennoticetoCityshallbesentto:

CityofDublin
Attn: ShannanYoung, Environmental & SustainabilityManager 100CivicPlaza
98 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page13of14 Dublin, CA94568

10.11 Integration. ThisAgreement, includingthescopeofworkattachedheretoandincorporated hereinasExhibitsA, B, andCrepresentstheentireandintegratedagreementbetweenCity andConsultantandsupersedesallpriornegotiations, representations, oragreements, either writtenororal.

ExhibitA ScopeofServices
ExhibitB CompensationSchedule & ReimbursableExpenses
ExhibitC Indemnification

10.12 CounterpartsandElectronicSignatures. ThisAgreementmaybeexecutedinmultiple counterparts, eachofwhichshallbeanoriginalandallofwhichtogethershallconstituteone agreement. Counterpartsdeliveredand/orsignaturesexecutedbyCity-approvedelectronic ordigitalmeansshallhavethesameforceandeffectastheuseofamanualsignature. Both PartiesdesirethisAgreementtobeelectronicallysignedinaccordancewithapplicable federalandCalifornialaw. EitherPartymayrevokeitsagreementtouseelectronic signaturesatanytimebygivingnoticetotheotherParty.

10.13 CertificationperIranContractingActof2010. Intheeventthatthiscontractisfor onemilliondollars ($1,000,000.00) ormore, byConsultant’ssignaturebelowConsultant certifiesthatConsultant, andanyparententities, subsidiaries, successorsorsubunitsof Consultantarenotidentifiedonalistcreatedpursuanttosubdivision (b) ofSection2203of theCaliforniaPublicContractCodeasapersonengagingininvestmentactivitiesinIranas describedinsubdivision (a) ofSection2202.5, orasapersondescribedinsubdivision (b) of Section2202.5oftheCaliforniaPublicContractCode, asapplicable.

SIGNATURESONFOLLOWINGPAGE
99 ConsultingServicesAgreementbetweenCityofDublinand 04/20/2022 EOA, Inc. forStormwaterNPDESImplementationAssistance Page14of14 ThePartieshaveexecutedthisAgreementasoftheEffectiveDate. Thepersonswhosesignaturesappear belowcertifythattheyareauthorizedtosignonbehalfoftherespectiveParty.

CITYOFDUBLIN EOA, Inc.

LindaSmith, CityManager RayGoebel, VicePresident/ManagerofOperations Attest:

MarshaMoore, CityClerk
ApprovedastoForm:

CityAttorney
3070368.1
100
ConsultingServicesAgreementbetweenCityofDublinand April20, 2022 EOA, Inc. forStormwaterNPDESImplementationAssistance ExhibitA – Page1of7

EXHIBITA

SCOPEOFSERVICES
StormwaterNPDESImplementationAssistance
Duringthe periodof this contract, the Consultantwill providespecializedtechnicaland engineeringservices, includinglabor, equipment, and/or materials, asneeded, to supportthe Cityin its implementationof the MunicipalRegionalStormwaterNPDESPermit. Services requestedmayincludea subsetof the projectslistedbelow, or all of the projects, as determinedby the City.

Ona task-by-taskbasis, specificwork requirements, time framesfor completion, and approximatecostor “not to exceedcost” shallbemutuallyagreeduponby Consultantandthe City, asdescribedpursuantto individualtaskorders, prior to commencementof eachtask.

Rateof paymentshallbeasprovidedin the FeeSchedule, asshownin ExhibitB.

Category Project Description Related
MRP
Provision(s)
Timeline
GeneralTechnical
Support
AnnualReport
Preparation
Assistance
Assistin data
collection, analysis,
andinput of data
requiredfor the
AnnualReportto the
WaterBoard,
includingspecial
reports. Assistwith
report writing.

All Reportsdue
to the Water
Board
September
30annually.

GeneralTechnical
Support
Updatethe Corp
YardStormwater
Pollution
PreventionPlan
Reviewandupdate
the SWPPPfor the
City’sCorpYard.

C.2 FY2023
GeneralTechnical
Support
Updateto the
spillresponse
plan
Reviewandrevise
the City’sspill
responseplan,
includingtakinga
photoinventoryof
existingspill
responsematerials
andvendors, and
providinga list of
suggested
C.5 FY2023
101
ConsultingServicesAgreementbetweenCityofDublinand April20, 2022 EOA, Inc. forStormwaterNPDESImplementationAssistance ExhibitA – Page2of7 supplemental
materials.

GeneralTechnical
Support
Updatethe City’s
Enforcement
ResponsePlan
ERP)
Reviewandrevise
the ERP, including
making
recommendations
relatedto adjusthow
the Cityissues
stormwatercitations.

C.3, C.4, C.5 FY2023
GeneralTechnical
Support
Updatethe City’s
IntegratedPest
Management
IPM)
Administrative
Procedure
Reviewthe City’s
IPMAdministrative
procedureandmake
recommendations
for improvementsto
meetMRP
requirements.

C.9 FY2023
GeneralTechnical
Support
IPMverification
inspections
Conducttrainingand
periodicverification
inspectionsthat IPM
practitionersare
adheringto policies.

C.9 FY2023
GeneralTechnical
Support
Reporton
databaseoptions
Providea report on
comprehensive
stormwaterdatabase
options. The
databaseshould
interactwith City
databasesandthe
CleanWaterProgram
AGOLdatabase.

All FY2023
GeneralTechnical
Support
Updatereporting
formsand
documents
Updateanddevelop
reportingformssuch
the stormwater
requirements
checklist, CIP
checklists, inspection
checklists, O&M
Agreement, etc.

All Asneeded.

GeneralTechnical
Support
Developoutreach
materials
Developoutreach
materialsfor print
andwebpage
applications (best
management
All Asneeded.
102
ConsultingServicesAgreementbetweenCityofDublinand April20, 2022 EOA, Inc. forStormwaterNPDESImplementationAssistance ExhibitA – Page3of7 practicesandsource
controlfact sheets,
mailings, etc.) to
supportMRP
required
activities/programs.

GeneralTechnical
Support
Trainingsupport Providetraining
supporton various
stormwatertopics
e.g. develop
PowerPoint
presentations,
procure
encroachment
permitsfor spill
responsetraining,
procuresuppliesor
equipmentneeded,
coordinate
schedules, etc.).

All Asneeded.

GreenStormwater
Infrastructure
GSIProgram
Implementation
Assistwith updating
municipalprocesses,
ordinances, plans,
andproceduresto
ensurethe City’sGSI
Planisbeing
implemented.

C.3 Asneeded.

GreenStormwater
Infrastructure
GSIconceptplans Assistin identifying
anddeveloping
conceptplansfor
potential GSI
projects.

C.3 June30,
2027 – 3.89
acrestreated
GreenStormwater
Infrastructure
Alternate
Compliance
Program
Assistwith feasibility
investigationand
planningfor a
potential alternate
complianceprogram
in Dublin. Activities
mayincludebut are
not limited to:
conductingfeasibility
studies, determine
type of program,
C.3 Complete
FY2024
103
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financialtracking
procedures, and
assistwith
developinga
guidancemanual.

GreenStormwater
Infrastructure
Bioretentionsoil
mix (BSM) pilot
studies
Tomaximizewater
retention in
treatment facilities
andreduceirrigation
needs, conductpilot
studiesto determine
if addingbiocharto
the standardMRP
BSMwill meetthe
requirementsfor the
alternativeMRPBSM
specification. If
positiveresultsare
achievable, assistin
implementingfield
pilot studiesof the
alternativemix.

C.3 Complete
FY2024
GreenStormwater
Infrastructure
Typicaldetails &
bid specifications
Developnewor
updateexisting
typicaldetailsand
bid specifications.

C.3 Asneeded.

TrashLoad
Reduction
Analysisto
determinehow to
get to 90% and
100% trashload
reduction.

Helpdeterminehow
the Citywill achieve
90% and100% trash
loadreduction,
includingbut not
limited to the
following: conducting
on-landvisualtrash
assessments,
determiningwhere
andwhy it is
technicallyinfeasible
to installfull trash
capturedevices,
conductfield surveys
of installeddevices
C.10 Completeby
October
2022.
104
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alternativecontrols
to full trashcapture
devices.

Trash Load
Reduction
RevisedTrash
loadreduction
plan
Assistwith the
developmentof a
revisedTrashLoad
Reductionplan,
basedon the trash
loadreduction
analysis.

C.10 2023AR
TrashLoad
Reduction
Privatelands
drainagearea
Helpdeterminean
approachto private
landsdrainageareas
to ensurethey are
managedby full
trashcapturedevices
or equivalent.

C.10 FY2023
TrashLoad
Reduction
RevisedTrash
Generationarea
map
Provideguidanceon
a revisedtrash
generationareamap,
basedon on-land
visualtrash
assessmentsor other
assessmentmethods.

C.10 2024AR
PCB’sandmercury
reduction
programs
Building
demolitionand
bridge
maintenance
programs.

HelpestablishDublin
specificprotocols.

Conductinspections
of constructionsites
andreview
verification
documents
confirmingthat
materialsare
properlydisposed.

C12. On-going
CostReporting Accounting
Tracking
Framework
Assistwith
developingDublin-
specificaccounting
methodsto support
the costreporting
requiredin the new
MRP3 Cost
ReportingProvision.

C.20 After Water
Board
Executive
Officer
approvalof
cost
reporting
framework
105
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methodology
FY2023).

CostReporting MRP1 Unfunded
Mandate
Assistwith data-
gathering, evaluation
andstandardization,
asneeded, to
supportDublinasthe
leadclaimantfor the
MRP1 unfunded
mandatetest claim.

Tothe extent
feasible, the analysis
shallfollow the cost
reportingformat
developedfor the
newMRP3 Cost
ReportingProvision.

C.20 Anticipated
in FY2023.

Asset
Management
Inventorystorm
draininlet
markers
Conductfield
inspectionsto verify
that municipally-
ownedstorm drain
inletshavestorm
drainmedallions
installed.

C.2 FY2025
Assetmanagement Completeupdate
for missingMS4
elements
Assistwith
identifying
informationmissing
from MS4mapsand
developa planand
scheduleto compile
additionalMS4
information,
consideringthe
potential to identify
component
locations, sizeor
specifications,
materialsand
constructionand
condition.

C.5 FY2025
Assetmanagement Asset
ManagementPlan
Assistwith
developmentof an
C.21 FY2025
106
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plan, includingan
O&M Rehaband
ReplacementPlan.

Asset
Management
GISDevelopment
andSupport
Assistwith updating
andmaintainingCity
of Dublindatainto
the CleanWater
Program’sArcGISon-
line database.
various On-going
Miscellaneous Miscellaneous As-needed
Stormwater
Assistancenot
identifiedabove
N/A As-Needed
107
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EXHIBITB

COMPENSATIONSCHEDULE & REIMBURSABLEEXPENSES
108
Environmental and Public Health Engineering
EOA 2022 FEE SCHEDULE
The following fee schedule covers personnel rates for EOA, Inc. staff.

Personnel Category Hourly Rates
Principal…………………………………………………………………….. $ 299
Managing Engineer/ Scientist III……………………………………………. $ 291 Managing Engineer/ Scientist II…………………………………………….. $ 274 Managing Engineer/ Scientist I……………………………………………... $ 262 Senior Engineer/ Scientist III – Project Leader……………………………... $ 242 Senior Engineer/ Scientist/ Planner II……………………………………….. $ 220 Senior Engineer/ Scientist/ Planner I…………………………….................... $ 202 Associate Engineer/ Scientist III ………………………………................... $ 192 Associate Engineer/ Scientist II…………………………………................... $ 183 Associate Engineer/ Scientist I……………………………………………… $ 155 Assistant Engineer/ Scientist……………………………………................... $ 140 Technician, Administrative Manager …..………………………………….. $ 121 Clerical/ Computer Data Entry……………………………………………… $ 86
Charges for professional services are in increments of one quarter- hour. Depositions/ legal testimony charged portal- to- portal, at 200% of standard rates, with a four- hour minimum charge. In accordance with California Civil Procedure 2037.7, where applicable, the minimum fee must be paid prior to commencement of testimony. Preparation for court cases is charged on a time- and-materials basis as outlined in this fee schedule.

DIRECT EXPENSES
Reimbursement for expenses directly related to services provided will be charged at cost plus 10%. Examples of such direct expenses include:

Costs of sub-consultants or subcontractors
Costs of special fees (insurance, permits, etc.)
Costs of copying, drafting, blueprints, etc. (EOA copies charged at $0.10 each for B& W, $ 0.35 each for color. Large format $ 0.15/sq ft for B& W, $ 0.50/sq ft for color) Costs of color map production supplies ( color ink and large format paper) Costs or rental of special equipment. Daily use fees of monitoring equipment charged at the following rates:

Single- parameter field meter - $ 10/day
Multi- parameter field meter and sonde - $100/day
Costs of authorized travel and related expenses
Costs of laboratory analyses

INVOICES
Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable upon receipt unless prior arrangements have been made. Interest of 1-1/2% per month, or the maximum rate allowed by law, is payable on accounts not paid within 60 days.

EOA, Inc. • 1410 Jackson Street • Oakland, CA 94612 • Tel: (510) 832-2852 • Fax: (510) 832-2856 109
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EXHIBITC

INDEMNIFICATION
A. Consultantshall, totheextentpermittedbylaw, includingwithoutlimitationCaliforniaCivilCode2782 and2782.8, indemnify, holdharmlessandassumethedefenseof, inanyactionsatlaworinequity, the City, itsemployees, agents, volunteers, andelectiveandappointiveboards, fromallclaims, losses, and damages, includingpropertydamage, personalinjury, death, andliabilityofeverykind, natureand description, arisingoutof, pertainingtoorrelatedtothenegligence, recklessnessorwillfulmisconduct ofConsultantoranypersondirectlyorindirectlyemployedby, oractingasagentfor, Consultant, during andaftercompletionofConsultant’sworkunderthisAgreement.

B. Withrespecttothoseclaimsarisingfromaprofessionalerrororomission, Consultantshalldefend, indemnifyandholdharmlesstheCity (includingitselectedofficials, officers, employees, and volunteers) fromallclaims, losses, anddamagesarisingfromtheprofessionallynegligentacts, errors oromissionsofConsultant, however, thecosttodefendchargedtoConsultantshallnotexceed Consultant’sproportionatepercentagefault.

C. Consultant'sobligationunderthissectiondoesnotextendtothatportionofaclaimcausedinwholeor inpartbythesolenegligenceorwillfulmisconductoftheCity.

D. Consultantshallalsoindemnify, defendandholdharmlesstheCityfromallsuitsorclaimsfor infringementofanypatentrights, copyrights, tradesecrets, tradenames, trademarks, servicemarks, or anyotherproprietaryrightsofanypersonorpersonsbecauseoftheCityoranyofitsofficers, employees, volunteers, oragentsuseofarticles, productsthings, orservicessuppliedinthe performanceofConsultant’sservicesunderthisAgreement, however, thecosttodefendchargedto ConsultantshallnotexceedConsultant’sproportionatepercentagefault. 110

STAFF REPORT

CITY COUNCIL

Page 1 of 2 ends

Agenda Item 5.4
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services
Prepared by: Julius Pickney, Management Analyst II
EXECUTIVE SUMMARY:

The City Council will consider approving an amendment to the agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services.

FINANCIAL IMPACT:

DESCRIPTION:

The Public Works Department utilizes consultants and contractors on Capital Improvement Program (CIP) Projects, private development projects, and City operations and maintenance programs. On May 4, 2021, the City Council adopted Resolution No. 41-21 approving an agreement with Francisco & Associates, Inc. for acquisition audit and administration services. The term of the agreement expires on December 31, 2024. Staff prepared an amendment to the agreement to extend the term of service to December 31, 2026. The proposed amendment also revises the not- to-exceed compensation limit to $400,000, to reflect the cost of estimated services through the extended term.

Updated hourly consultant rates reflect current market rates for these services. Updated lump 111

Page 2 of 2 ends

sum fees for the assessment districts and the emergency medical services tax have increased approximately 10%, which aligns with the annual consumer price index increases since May 2021.

The residential garbage and recycling service lump sum fee has increased to reflect actual time needed to coordinate new residential garbage and recycling accounts, align property address records with the County Assessor, and to coordinate with Amador Valley Industries.

Staff recommends additional services be included in the proposed amendment in the form of an updated scope of services. The updated scope of services includes acquisition and audit services for both the Francis Ranch Community Facilities District (CFD 2023-1) and the Dublin Centre Community Facilities District (CFD 2025-1), in addition to the existing Dublin Crossing Community Facilities District (CFD 2015-1). Staff is also recommending adding as-needed services for PG&E account consolidation and auditing, as well as mapping services related to the interface of City, property owner, and/or homeowner association lands and utilities. The as-needed services relate to both Landscape and Lighting Maintenance Districts and Community Facilities Districts.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving an Amendment to the Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services
2) Exhibit A to the Resolution – Amendment to Consulting Services Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services 3) Consulting Services Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services
112
Attachment 1
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 1 RESOLUTION NO. XX – 24

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING AN AMENDMENT TO THE AGREEMENT WITH FRANCISCO & ASSOCIATES, INC. FOR ACQUISITION AUDIT SERVICES AND ADMINISTRATION SERVICES WHEREAS, On May 4, 2021, the City Council adopted Resolution No. 41-21 approving an agreement with Francisco & Associates, Inc. for Acquisition Audit and Administration Services; and
WHEREAS, the City and Francisco & Associates, Inc. mutually desire to amend the agreement to extend the term to December 31, 2026, set a not-to-exceed amount of $400,000, update the Scope of Services, and update consultant fees and hourly rates.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the amendment to the agreement with Francisco & Associates, Inc., attached hereto as Exhibit A to this Resolution.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute Exhibit A and make any necessary, non-substantive changes to Exhibit A to carry out the intent of this Resolution.

PASSED, APPROVED AND ADOPTED this 3rd day of December 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Page 1 of 3 ends

FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT

BETWEEN THE CITY OF DUBLIN AND
FRANCISCO & ASSOCIATES, INC.

WHEREAS, on July 1, 2021, the City of Dublin (hereinafter referred to as "CITY") and Francisco & Associates, Inc. (hereinafter referred to as " CONSULTANT ") entered into a Consulting Services Agreement for Acquisition Audit Services and Administration Services (hereinafter referred to as the “AGREEMENT”); and WHEREAS, the existing AGREEMENT will expire on December 31, 2024; and WHEREAS, after July 1, 2021, the CITY formed two new Community Facilities Districts, Community Facilities District No. 2023-1 East Ranch (CFD No. 2023-1) and Community Facilities District No. 2024-1 Dublin Centre (CFD No. 2024-1), in accordance with the Mello-Roos Community Facilities Act of 1982; and
WHEREAS, CFD No. 2023-1 and CFD No. 2024-1 will require acquisition audit services; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
AGREEMENT to extend the term through December 31, 2026 by modifying Section 1.1 of the Agreement, and to increase the not to exceed compensation amount to $400,000 by modifying Section 2 of the Agreement; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
AGREEMENT to amend Exhibit A - Scope of Services and Exhibit B - Compensation Schedule & Reimbursable Expenses, of the AGREEMENT to include CFD No. 2023-1 and CFD No. 2024-1 acquisition audit services.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows:
1) The end of the term, set for in section 1.1 of the AGREEMENT shall be extended until December 31, 2026.
2) The compensation amount, set forth in section 2 of the AGREEMENT shall be increased to a sum not to exceed $400,000.
3) Exhibit A shall be rescinded in its entirety and replaced with the attached revised exhibit.
4) Exhibit B shall be rescinded in its entirety and replaced with the attached revised exhibit.

Attachment 2
Exhibit A to the Resolution
114

Page 2 of 3 ends

5) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 6) All requisite insurance policies to be maintained by the CONSULTANT pursuant to the AGREEMENT, as may have been amended from time to time, shall include coverage for the amended term, as described above.
7) The individuals executing this Amendment, and the instruments referenced in it on behalf of CONSULTANT each represent and warrant that they have the legal power, right and actual authority to bind CONSULTANT to the terms and conditions of this Amendment.

SIGNATURES ON THE FOLLOWING PAGE

115

Page 3 of 3 ends

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date of the City Manager’s signature below.

CITY OF DUBLIN FRANCISCO & ASSOCIATES, INC.

By: _____________________________ By: _____________________________ Colleen Tribby, City Manager Ed Espinoza, Principal Dated:

ATTEST:

By: _____
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _____________________________
City Attorney

116

Page 1 of 5 ends

EXHIBIT A

SCOPE OF SERVICES

INTRODUCTION
Consultant shall provide professional services for a number of governmental service districts, specifically acquisition and audit services for Community Facilities Districts, and administrative services for Landscaping and Lighting Maintenance Districts, Emergency Medical Service Districts (EMS), and Residential Recycling and Trash Service Districts.

Acquisition and Audit Services for Community Facilities Districts (CFD 2015-1, 2023-1, and 2024-1)
City of Dublin Community Facilities Districts No. 2015-1 (Dublin Crossing), No. 2023-1 (East Ranch), and No. 2024-1 (Dublin Centre) were formed in accordance with the Mello-Roos Community Facilities Act of 1982 (Act). CFD 2015-1 was formed for the acquisition of public improvements, which include capital public improvements, public fees, and private utility facilities authorized by the Act. CFD 2023-1 and CFD 2024-1 were formed to finance certain public services and the acquisition or construction of certain public facilities in their respective districts. Consultant shall review existing agreements and formation documents, create an acquisition audit review process, review improvement plans, bid documents, schedule of values, and review acquisition reimbursement applications. • Project Research and Process Establishment. Consultant shall review existing agreements between the City of Dublin and the Developers pertaining to CFD 2015-1, 2023-1, and 2024-1. Consultant shall also establish a procedure and process, in coordination with the Developers, for the submission, review, and approval of reimbursement of authorized improvements and fees. Consultant shall provide feedback and suggestions to both the City and Developers on methods to streamline the review and reimbursement process.
• Review of Developer Reimbursement Requests. Consultant shall review each reimbursement request submitted by the Developers pursuant to the Acquisition Agreement. When needed, Consultant shall request, in writing, additional documentation from the developer to substantiate acquisition eligibility when required. Upon completion of review, Consultants shall prepare and submit a written report that documents and provides the following:
• A summary of costs to be reimbursed for each facility and/or discrete component • An executive summary and audit summary
• Improvement location map
• A summary listing of hard and soft costs
• A contract summary outlining the original price, change orders (if any), final contract price, and the eligible, disallowed and ineligible portions for reimbursement including an analysis based on the lessor of cost or value

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• A summary of invoices, proof of payment, and lien releases provided by the developer
• A recommendation from Consultant of the cost that is eligible and appropriate for reimbursement
• Consultant will be asked to review both electronic as well as hard copy reimbursement requests
• Consultant will need to be able to review and respond to reimbursement requests within ten business days.
• Documentation. All final reports and associated documents shall be filed with the City. Consultant shall provide a tracking report of each reimbursement processed and a tracking report for cumulative reimbursements to-date. Consultant shall maintain all records for up to three years after the conclusion of work performed and make this available to the City, upon request. All work products will become property of the City and provided in the format requested.

Administrative Services for Landscaping and Lighting Maintenance Districts (LLMDs) Consultant shall administer five Landscaping and Lighting Maintenance Districts formed pursuant to the Landscape and Lighting Act of 1972. The selected firm will collect data, review budgets, prepare annual Engineer’s Report, submit annual levy to the County tax collector, and prepare manual bills (hand bills) for assessments levied on properties that do not receive a property tax bill.

Annual tasks will include:

1. Preparing and completing an annual Engineer’s Report for each District.

2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing purposes

3. Identifying and hand billing all parcels which are not billed by County tax collector (this may include back billing if any such parcels are identified)

4. Keeping the City apprised of any changes to legal requirements for district operations

5. Working with City staff on revenue analysis for forecasting and budget purposes (as needed)

6. Working with City staff to identify future Capital Improvement needs within districts Districts

1. Citywide Street Lighting Maintenance Assessment District 1983-1

2. Landscaping and Lighting Maintenance Assessment District 1983-2 (Stagecoach Road)

3. Landscaping and Lighting Maintenance Assessment District 1986-1 (Dougherty Road)

4. Landscaping and Lighting Maintenance Assessment District 1997-1 (Santa Rita Area)

5. Dublin Ranch Street Lighting Maintenance Assessment District 1999-1

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Administrative Services for Emergency Medical Services Tax (EMS Tax) Consultant shall manage the administration of this tax collection, to include reporting all levy assessment changes to county tax collector offices.

Annual tasks will include:

1. Completing an annual report, to include a review of the tax roll and identification of all parcels in need of manual billing. This report should include a list of all parcels that are paying the EMS tax in both Excel and PDF format.

2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing purposes.

3. Identifying and handbilling all parcels which are not billed by County tax collector (this may include back billing if any such parcels are identified). (Issuing of invoices is an optional task)

4. Keeping the City apprised of any changes to legal requirements for district operations.

5. Working with City staff on revenue analysis for forecasting and budget purposes (as needed).

Administrative Services for Residential Garbage & Recycling Services Fee (RGR) The City contracts with a private company to provide garbage and recycling collection, which is billed on the County Property Tax Roll with an annual flat rate. Consultant shall manage the administration of this tax collection, to include reporting all levy assessment changes to county tax collector offices.

Annual tasks will include:

2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing purposes.

3. Keeping the City apprised of any changes to legal requirements for district operations.

4. Working with City staff on revenue analysis for forecasting and budget purposes (as needed).

Administrative Services – Additional Analysis and As-needed Services Consultant shall provide additional services, as needed, to assist the City with additional analysis, budget, or consultation related to the following:
• Community Facilities District No. 2015-1, 2023-1, and 2024-1 • Landscaping and Lighting District Nos. 1983-2, 1986-1, and 1997-1 • Street Lighting Maintenance Assessment District Nos. 1983-1, and 1999-1 • Emergency Medical Service Tax Collection Services

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• Residential Garbage and Recycling Fee Collection Services • PG&E Account Consolidation and Auditing
• Mapping of improvements to identify if maintenance responsibility belongs to City, HOA, or property owners.

Engineers’ Reports and budgets shall be adjusted, as applicable, to account for these additional as-needed services.

ADMINISTRATION OF FEES COLLECTED ON PROPERTY TAX BILL
For all assessment districts which will require submission to the Alameda County tax assessor, the following tasks will be required:

1. Identify Any Changes from Prior Year : Consultant will need to obtain the new tax roll from the Alameda County Assessor, or other sources. As part of the budget planning process, selected firm will need to determine changes that occur from one year to the next in terms of increases or decreases in number or size of parcels and adjust figures accordingly. Consultant shall notify City of year-to-year changes.

2. Review of City Staff Prepared Budget Expenditure Estimates: Assist by providing professional review of the components included in the preliminary budget expenditure estimates prepared by City Staff. Provide input on any discrepancies based upon typical components of a property related fee program. Be sure to include an annual review of all new properties coming online from new development.

Additionally, revenue forecast methodology should allow for the City to supplement the fee revenue with other sources and/ or to recognize the application of prior year fund balance in calculating the maximum allowable assessment, desired reserve balance, and actual assessment. Consultant shall become familiar with City fee philosophy and assessment district history; and other issues related to the continued successful operation of the assessment district.

4. Scheduling of Tasks : Consultant shall meet with Staff in the initial stages of the project to jointly establish preliminary dates for any scheduled public meeting and/or required public hearing. Consultant and City Staff shall verify that the schedule will meet required steps necessary to complete the process within the timelines required by law. Consultant shall have available preliminary assessment roll information as of the date of Public Hearings. In addition, Consultant will work within a specified

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timeframe to allow for completion of budget projections prior to City’s internal budget deadlines.

5. Attendance at Public Meetings : Consultant shall be prepared to attend two City Council meetings to answer questions related to Districts. This is an optional task for Community Facilities Districts as well as the five Landscaping and Lighting Maintenance Districts (LLMD generally all held together at the same City Council Meeting). (OPTIONAL TASK)

6. Preparation of Engineer’s Annual Levy Report : Prepare five Engineer’s Annual Levy Reports in accordance with legal requirements for Landscaping and Lighting Assessment Districts. Report shall include justification of levies, method of apportionment, district budget, and specific levies for parcels.

7. Notice & Ballots : If determined to be required by City Staff, assist with the data necessary to allow the City to distribute legal notices and ballots to be mailed due to increased assessments in accordance with legal requirements. (OPTIONAL TASK)

Assessments rejected by the County will be researched and resubmitted for collection on the County Tax Roll. Identified corrections shall also be submitted on an as needed basis in consultation with City Staff.

9. Handbilling: Selected firm will need to identify and prepare a handbilling report in order to identify parcels subject to assessment (this applies to parcels exempt from property taxes, to include City owned land, County owned land, and tenants of City or County owned land). Selected firm will need to complete an assessment of such parcels, provide to City and work to determine eligibility and/or exemptions from this assessment. Selected firm will complete an annual report to Finance for tracking purposes. (OPTIONAL TASK)

10.Provide Customer Service for Taxpayer Inquiries : Act as the primary point of contact for any questions regarding Assessment Districts, fees, and tax bills.

Consultant firm shall have their phone number listed on the property tax bill for each district, tax, and fee.

11.Final Written Reports: Firm selected shall also provide the City with a summary report of the total units assessed by the levy designation and County.

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EXHIBIT B

COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
The following is a listing of fees by project/tasks. These fees do not include tasks associated with conducting Proposition 218 balloting proceedings should the City decide to increase assessments. If the City decides to increase assessments, a supplemental proposal will be prepared to cover the mailing and balloting services.

Acquisition Audit for CFD Nos. 2015-1, 2023-1, 2024-1 T&M (Hourly Rates Below) Landscape and Lighting Maintenance Districts
Street Lighting Maintenance Districts No.1983-1 $6,325 (Lump Sum) Landscaping and Lighting Districts No. 1983-2 $3,250 (Lump Sum) Landscaping and Lighting Districts No. 1986-1 $3,250 (Lump Sum) Landscaping and Lighting Districts No. 1997-1 $3,250 (Lump Sum) Street Lighting Maintenance Districts No. 1999-1 $4,350 (Lump Sum) Emergency Medical Services Tax (EMS Tax) $3,025 (Lump Sum) Residential Garbage & Recycling Service Fee (RGR) $4,950 (Lump Sum) Additional Analysis and As-needed Services T & M (Hourly Rates Below) Francisco & Associates Current Billing Rate for Francisco & Associates, Inc.

Principal Engineer/Project Manager $205.00/hour
Associate Engineer $165.00/hour
Senior Project Analyst $150.00/hour
Project Analyst $130.00/hour
Clerical $80.00/hour
Optional Tasks:

Proposition 218 Notices and Ballots T & M (Hourly Rates Above) Reimbursables would be billed at cost plus 15%. Reimbursable costs include County Assessor data and maps, mileage, etc. Estimated not to exceed $1,000. Mileage would be billed at cu rrent IRS standard mileage rates.

122
ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page1 of 14

CONSULTINGSERVICESAGREEMENTBETWEEN

THECITYOFDUBLINAND
FRANCISCO & ASSOCIATES, INC.

FOR

ACQUISITIONAUDITSERVICESANDADMINISTRATIONSERVICES
THISAGREEMENTfor consultingservicesis madeby andbetweentheCityof Dublin (“City”) and Francisco & Associates, Inc. (“Consultant”) (togethersometimesreferredto as the “Parties”) as of July1, 2021 (the “EffectiveDate”).

Section 1. SERVICES. Subjectto thetermsandconditionssetforthin thisAgreement, Consultant shallprovideto Citytheservicesdescribedin theScopeof Workattachedas ExhibitA at thetimeand placeandin themannerspecifiedtherein. In theeventof a conflictin or inconsistencybetweentheterms of thisAgreementandExhibitA, theAgreementshallprevail.

1.1 Termof Services. Thetermof thisAgreementshallbeginontheEffectiveDateandshall endonDecember31, 2024, thedateof completionspecifiedin ExhibitA, andConsultant shallcompletetheworkdescribedin ExhibitA onor beforethatdate, unlessthetermof theAgreementis otherwiseterminatedor extended, as providedfor in Section8. Thetime providedto Consultantto completetheservicesrequiredbythisAgreementshallnotaffect theCity’s rightto terminatetheAgreement, asreferencedin Section8. Notwithstanding theforegoingthisAgreementmaybeextendedona monthto monthbasisforupto 6 monthsuponthewrittenconsentof theConsultantandtheCityManager, providedthat: a) sufficientfundshavebeenappropriatedforsuchpurchase, b) thepricechargedby the Consultantfortheprovisionof theservesdescribedin ExhibitA doesnotincrease. None of theforegoingshallaffecttheCity’s rightto terminatetheAgreementas providedforin Section8.

1.2 Standardof Performance. Consultantshallperformall servicesrequiredpursuantto this Agreementin themannerandaccordingto thestandardsobservedby a competent practitionerof theprofessionin whichConsultantis engaged.

1.3 Assignment of Personnel. Consultantshallassignonlycompetentpersonnelto perform servicespursuantto thisAgreement. In theeventthatCity, in its solediscretion, at any timeduringthetermof thisAgreement, desiresthereassignmentof anysuchpersons, Consultantshall, immediatelyuponreceivingnoticefromCityof suchdesireof City, reassignsuchpersonor persons.

1.4 Time. Consultantshalldevotesuchtimeto theperformanceof servicespursuantto this Agreementasmaybereasonablynecessaryto meetthestandardof performance providedin Subsection1.2 aboveandto satisfyConsultant’s obligationshereunder.

Section 2. COMPENSATION. Cityherebyagreesto payConsultanta sumnotto exceed $250,000, notwithstandinganycontraryindicationsthatmaybecontainedin Consultant’s proposal, forservicesto be Attachment 3
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ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page2 of 14 performedandreimbursablecostsincurredunderthisAgreement. In theeventof a conflictbetweenthis AgreementandConsultant’s proposal, attachedas ExhibitA, regardingtheamountof compensation, the Agreementshallprevail. CityshallpayConsultantforservicesrenderedpursuantto thisAgreementat the timeandin themannersetforthherein. Thepaymentsspecifiedbelowshallbetheonlypaymentsfrom Cityto Consultantforservicesrenderedpursuantto thisAgreement. Consultantshallsubmitall invoicesto Cityin themannerspecifiedherein. Exceptas specificallyauthorizedby Cityin writing, Consultantshall notbillCityfor duplicateservicesperformedby morethanoneperson.

ConsultantandCityacknowledgeandagreethatcompensationpaidby Cityto Consultantunderthis Agreementis baseduponConsultant’s estimatedcostsof providingtheservicesrequiredhereunder, includingsalariesandbenefitsof employeesandsubcontractorsof Consultant. Consequently, theParties furtheragreethatcompensationhereunderis intendedto includethecostsof contributionsto anypensions and/or annuitiesto whichConsultantanditsemployees, agents, andsubcontractorsmaybeeligible. City thereforehasnoresponsibilityforsuchcontributionsbeyondcompensationrequiredunderthisAgreement.

2.1 Invoices. Consultantshallsubmitinvoices, notmoreoftenthanoncea monthduringthe termof thisAgreement, basedonthecostforservicesperformedandreimbursablecosts incurredpriorto theinvoicedate. NoindividualperformingworkunderthisAgreementshall billmorethan2,000hoursin a fiscalyearunlessapproved, in writing, by theCityManager or his/herdesignee. Invoicesshallcontainthefollowinginformation:

Serialidentificationsof progressbills; i.e., ProgressBillNo. 1 forthefirstinvoice, etc.; Thebeginningandendingdatesof thebillingperiod;
A TaskSummarycontainingtheoriginalcontractamount, theamountof priorbillings, thetotalduethisperiod, thebalanceavailableundertheAgreement, andthe percentageof completion;
A copyof theapplicabletimeentriesor timesheetsshallbesubmittedshowingthe following:
o Dailylogsof totalhoursworkedby eachindividualperformingworkunder thisAgreement
o Hoursmustbeloggedin incrementsof tenthsof anhouror quarterhour o If thisAgreementcoversmultipleprojects, allhoursmustalsobelogged byprojectassignment
o A briefdescriptionof thework, andeachreimbursableexpense Thetotalnumberof hoursof workperformedundertheAgreementbyConsultantand eachemployee, agent, andsubcontractorof Consultantperformingservices hereunder;
TheConsultant’s signature;
Consultantshallgiveseparatenoticeto theCitywhenthetotalnumberof hours workedby Consultantandanyindividualemployee, agent, or subcontractorof 124
ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page3 of 14 Consultantreachesor exceeds800hourswithina 12-month periodunderthis AgreementandanyotheragreementbetweenConsultantandCity. Suchnoticeshall includeanestimateof thetimenecessaryto completeworkdescribedin ExhibitA and theestimateof timenecessaryto completeworkunderanyotheragreementbetween ConsultantandCity, if applicable.

2.4 Total Payment. Cityshallpayfortheservicesto berenderedbyConsultantpursuantto thisAgreement. Cityshallnotpayanyadditionalsumfor anyexpenseor costwhatsoever incurredby Consultantin renderingservicespursuantto thisAgreement. Cityshallmake nopaymentforanyextra, further, or additionalservicepursuantto thisAgreement.

In noeventshallConsultantsubmitanyinvoicefor anamountin excessof themaximum amountof compensationprovidedaboveeitherfor a taskor for theentireAgreement, unlesstheAgreementis modifiedpriorto thesubmissionof suchaninvoiceby a properly executedchangeorderor amendment.

2.5 Hourly Fees. Feesforworkperformedby Consultanton anhourlybasisshallnotexceed theamountsshownonthecompensationscheduleattachedheretoas ExhibitB.

2.6 ReimbursableExpenses. Reimbursableexpensesarespecifiedin ExhibitB andshall notexceed $2,000. Expensesnotlistedin ExhibitB arenotchargeableto City.

Reimbursableexpensesareincludedin thetotalamountof compensationprovidedunder thisAgreementthatshallnotbeexceeded.

2.7 Paymentof Taxes. Consultantis solelyresponsibleforthepaymentof employmenttaxes incurredunderthisAgreementandanysimilarfederalor statetaxes.

2.8 Paymentupon Termination. In theeventthattheCityor Consultantterminatesthis Agreementpursuantto Section8, theCityshallcompensatetheConsultantforall outstandingcostsandreimbursableexpensesincurredfor worksatisfactorilycompletedas of thedateof writtennoticeof termination. Consultantshallmaintainadequatelogsand timesheetsto verifycostsincurredto thatdate.

2.9 Authorization to PerformServices. TheConsultantis notauthorizedto performany servicesor incuranycostswhatsoeverunderthetermsof thisAgreementuntilreceiptof authorizationfromtheContractAdministrator.
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ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page4 of 14 Section3. FACILITIESANDEQUIPMENT. Exceptas setforthherein, Consultantshall, at its sole costandexpense, provideall facilitiesandequipmentthatmaybenecessaryto performtheservices requiredby thisAgreement. Cityshallmakeavailableto Consultantonlythefacilitiesandequipmentlisted in thissection, andonlyunderthetermsandconditionssetforthherein.

Cityshallfurnishphysicalfacilitiessuch asdesks, filingcabinets, andconferencespace, as maybe reasonablynecessaryforConsultant’s usewhileconsultingwithCityemployeesandreviewingrecordsand theinformationin possessionof theCity. The location, quantity, andtimeof furnishingthosefacilitiesshall bein thesolediscretionof City. In noeventshallCitybeobligatedto furnishanyfacilitythatmayinvolve incurringanydirectexpense, includingbutnotlimitedto computer, long-distancetelephoneor other communicationcharges, vehicles, andreproductionfacilities.

Consultantshallmaintaintheinsurancepoliciesrequiredby thissectionthroughoutthetermof this Agreement. Thecostof suchinsuranceshallbeincludedin theConsultant's bidor proposal. Consultant shallnotallowanysubcontractorto commenceworkonanysubcontractuntilConsultanthasobtainedall insurancerequiredhereinforthesubcontractor(s) andprovidedevidenceto Citythatsuchinsuranceis in effect. VERIFICATIONOFTHEREQUIREDINSURANCESHALLBESUBMITTEDANDMADEPARTOF THISAGREEMENTPRIORTOEXECUTION. Consultantshallmaintainallrequiredinsurancelisted hereinforthedurationof thisAgreement.

4.1 Workers’ Compensation.

4.1.1 GeneralRequirements. Consultantshall, at its solecostandexpense, maintain StatutoryWorkers’ CompensationInsuranceandEmployer’s LiabilityInsurancefor anyandallpersonsemployeddirectlyor indirectlybyConsultant. TheStatutory Workers’ CompensationInsuranceandEmployer’s LiabilityInsuranceshallbe providedwithlimitsof notlessthan $1,000,000peraccident. In thealternative, Consultantmayrelyona self-insuranceprogramto meettheserequirements, but onlyif theprogramof self-insurancecompliesfully withtheprovisionsof the CaliforniaLaborCode. Determinationof whethera self-insuranceprogrammeets thestandardsof theCaliforniaLaborCodeshallbesolelyin thediscretionof the ContractAdministrator.

TheWorkers’ Compensationpolicyshallbeendorsedwitha waiverof subrogation in favorof theentityforallworkperformedbytheConsultant, its employees, agents, andsubcontractors.

4.1.2 Submittal Requirements. To complywithSubsection4.1, Consultantshall submitthefollowing:
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ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page5 of 14 a. Certificateof LiabilityInsurancein theamountsspecifiedin thesection; and
b. Waiverof SubrogationEndorsementas requiredby thesection.

4.2 CommercialGeneraland Automobile Liability Insurance.

4.2.1 GeneralRequirements. Consultant, at itsown costandexpense, shallmaintain commercialgeneralliabilityinsuranceforthetermof thisAgreementin anamount notlessthan $1,000,000andautomobileliabilityinsurancefor thetermof this Agreementin anamountnotlessthan $1,000,000peroccurrence, combined singlelimitcoveragefor risksassociatedwiththeworkcontemplatedbythis Agreement. If a CommercialGeneralLiabilityInsuranceor anAutomobileLiability formor otherformwitha generalaggregatelimitis used, eitherthegeneral aggregatelimitshallapplyseparatelyto theworkto beperformedunderthis Agreementor thegeneralaggregatelimitshallbeat leasttwicetherequired occurrencelimit. Suchcoverageshallincludebutshallnotbelimitedto, protection againstclaimsarisingfrombodilyandpersonalinjury, includingdeathresulting therefrom, anddamageto propertyresultingfromactivitiescontemplatedunder thisAgreement, includingtheuseof ownedandnon-ownedautomobiles.

4.2.2 MinimumScopeof Coverage. Commercialgeneralcoverageshallbeat leastas broadas InsuranceServicesOfficeCommercialGeneralLiabilityoccurrenceform CG0001 (mostrecentedition) coveringcomprehensiveGeneralLiabilityonan occurrence” basis. Automobilecoverageshallbeat least asbroadas Insurance ServicesOfficeAutomobileLiabilityformCA0001, Code1 (anyauto). No endorsementshallbeattachedlimitingthecoverage.

4.2.3 Additional Requirements. Eachof thefollowingshallbeincludedin the insurancecoverageor addedas a certifiedendorsementto thepolicy:
a. TheInsuranceshallcoveron anoccurrenceor anaccidentbasis, andnot ona claims-madebasis.
b. City, itsofficers, officials, employees, andvolunteersareto becoveredas additionalinsuredsasrespects: liabilityarisingoutof workor operations performedbyor onbehalfof theConsultant; or automobilesowned, leased, hired, or borrowedby theConsultant.
c. Consultanthereby agreesto waivesubrogationwhichanyinsureror contractormayrequirefromvendorby virtueof thepaymentof anyloss.

Consultantagreesto obtainanyendorsementsthatmaybenecessaryto effectthiswaiverof subrogation.
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ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page6 of 14 d. Foranyclaimsrelatedto thisAgreementor theworkhereunder, the Consultant’s insurancecoverageshallbeprimaryinsuranceas respects theCity, its officers, officials, employees, andvolunteers. Anyinsurance orself-insurancemaintainedby theCity, its officers, officials, employees, orvolunteersshallbeexcessof theConsultant’s insuranceandshallnot contributewithit.

4.2.4 Submittal Requirements. To complywithSubsection4.2, Consultantshall submitthefollowing:
a. Certificateof LiabilityInsurancein theamountsspecifiedin thesection; b. AdditionalInsuredEndorsementas requiredby thesection; c. Waiverof SubrogationEndorsementas requiredby thesection; and d. PrimaryInsuranceEndorsementas requiredby thesection.

4.3 ProfessionalLiability Insurance.

4.3.1 GeneralRequirements. Consultant, at itsown costandexpense, shallmaintain fortheperiodcoveredby thisAgreementprofessionalliabilityinsurancefor licensedprofessionalsperformingworkpursuantto thisAgreementin anamount notlessthan $2,000,000coveringthelicensedprofessionals’ errorsand omissions. Anydeductibleor self-insuredretentionshallnotexceed $150,000per claim.

4.3.2 Claims-MadeLimitations. Thefollowingprovisionsshallapplyif theprofessional liabilitycoverageis writtenona claims-madeform:
a. Theretroactivedateof thepolicymustbeshownandmustbebeforethe dateof theAgreement.
b. Insurancemustbemaintainedandevidenceof insurancemustbe providedfor at least5 yearsaftercompletionof theAgreementor the work, so longascommerciallyavailableat reasonablerates. c. If coverageis canceledor notrenewedandit is notreplacedwithanother claims-madepolicyformwitha retroactivedatethatprecedesthedateof thisAgreement, Consultantshallpurchaseanextendedperiodcoverage fora minimumof 5 yearsaftercompletionof workunderthisAgreement. d. A copyof theclaimreportingrequirementsmustbesubmittedto theCity forreviewpriorto thecommencementof anyworkunderthisAgreement. 128
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4.3.3 Additional Requirements. A certifiedendorsementto includecontractualliability shallbeincludedin thepolicy.

4.3.4 Submittal Requirements. To complywithSubsection4.3, Consultantshall submittheCertificateof LiabilityInsurancein theamountsspecifiedin thesection.

4.4 All Policies Requirements.

4.4.1 Acceptability of Insurers. Allinsurancerequiredby thissectionis to beplaced withinsurerswitha Bests' ratingof nolessthanA:VII.

4.4.2 Verification of Coverage. Priorto beginninganyworkunderthisAgreement, ConsultantshallfurnishCitywithcompletecopiesof all Certificatesof Liability Insurancedeliveredto Consultantbytheinsurer, includingcompletecopiesof all endorsementsattachedto thepolicies. Allcopiesof Certificatesof Liability Insuranceandcertifiedendorsementsshallshowthesignatureof a person authorizedby thatinsurerto bindcoverageonits behalf. If theCitydoesnot receivetherequiredinsurancedocumentspriorto theConsultantbeginningwork, it shallnotwaivetheConsultant’s obligationto providethem. TheCityreserves therightto requirecompletecopiesof allrequiredinsurancepoliciesat anytime.

4.4.3 Deductiblesand Self-InsuredRetentions. Consultantshalldiscloseto and obtainthewrittenapprovalof Cityfortheself-insuredretentionsanddeductibles beforebeginninganyof theservicesor workcalledfor byanytermof this Agreement. At theoptionof theCity, either: theinsurershallreduceor eliminate suchdeductiblesor self-insuredretentionsas respectstheCity, itsofficers, employees, andvolunteers; or theConsultantshallprovidea financialguarantee satisfactoryto theCityguaranteeingpaymentof lossesandrelatedinvestigations, claimadministrationanddefenseexpenses.

4.4.4 WastingPolicies. Nopolicyrequiredby thisSection4 shallincludea “wasting” policylimit (i.e. limitthatis erodedby thecostof defense).

4.4.5 EndorsementRequirements. Eachinsurancepolicyrequiredby Section4 shall beendorsedto statethatcoverageshallnotbecanceledby eitherparty, except after30days’ priorwrittennoticehasbeenprovidedto theCity.

4.4.6 Subcontractors. Consultantshallincludeall subcontractorsas insuredsunderits policiesor shallfurnishseparatecertificatesandcertifiedendorsementsforeach subcontractor. Allcoveragesforsubcontractorsshallbesubjectto allof the requirementsstatedherein.

4.5 Remedies. In additionto anyotherremediesCitymayhaveif Consultantfailsto provide ormaintainanyinsurancepoliciesor policyendorsementsto theextentandwithinthetime hereinrequired, Citymay, at itssoleoptionexerciseanyof thefollowingremedies, which 129
ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page8 of 14 arealternativesto otherremediesCitymayhaveandarenot theexclusiveremedyfor Consultant’s breach:

Obtainsuchinsuranceanddeductandretaintheamountof thepremiumsforsuch insurancefromanysumsdueundertheAgreement;
OrderConsultantto stopworkunderthisAgreementor withholdanypaymentthat becomesdueto Consultanthereunder, or bothstopworkandwithholdanypayment, untilConsultantdemonstratescompliancewiththerequirementshereof; and/or TerminatethisAgreement.

Section 5. INDEMNIFICATIONANDCONSULTANT’S RESPONSIBILITIES. Referto theattached ExhibitC, whichis incorporatedhereinandmadea partof thisAgreement.

Section6. STATUSOFCONSULTANT.

6.1 IndependentContractor. At alltimesduringthetermof thisAgreement, Consultantshall beanindependentcontractorandshallnotbe anemployeeof City. ThisAgreementshall notbeconstruedas anagreementforemployment. Cityshallhavetherightto control Consultantonlyinsofarastheresultsof Consultant's servicesrenderedpursuantto this Agreementandassignmentof personnelpursuantto Subsection1.3; however, otherwise Cityshallnothavetherightto controlthemeansby whichConsultantaccomplishes servicesrenderedpursuantto thisAgreement. Consultantfurtheracknowledgesthat ConsultantperformsServicesoutsidetheusualcourseof theCity’s business; andis customarilyengagedin an independentlyestablishedtrade, occupation, or businessof the samenatureas theConsultantperformsfortheCityandhastheoptionto performsuch workforotherentities. NotwithstandinganyotherCity, state, or federalpolicy, rule, regulation, law, orordinanceto thecontrary, Consultantandanyof its employees, agents, andsubcontractorsprovidingservicesunderthisAgreementshallnotqualifyfor or becomeentitledto, andherebyagreeto waiveanyandall claimsto, anycompensation, benefit, or anyincidentof employmentbyCity, includingbutnotlimitedto eligibilityto enrollin theCaliforniaPublicEmployeesRetirementSystem (PERS) as anemployeeof Cityandentitlementto anycontributionto be paidby Cityforemployercontributionsand/or employeecontributionsfor PERSbenefits.

6.2 ConsultantNot an Agent. Exceptas Citymayspecifyin writing, Consultantshallhaveno authority, expressor implied, to actonbehalfof Cityin anycapacitywhatsoeveras an agent. Consultantshallhavenoauthority, expressor implied, pursuantto thisAgreement to bindCityto anyobligationwhatsoever.

Section 7. LEGALREQUIREMENTS.

7.1 GoverningLaw. Thelawsof theStateof CaliforniashallgovernthisAgreement. 130
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7.2 Compliancewith Applicable Laws. Consultantandanysubcontractorsshallcomplywith alllawsandregulationsapplicableto theperformanceof theworkhereunder, includingbut notlimitedto, theCaliforniaBuildingCode, theAmericanswithDisabilitiesAct, andany copyright, patentor trademarklaw. Consultant’s failureto complywithanylaw(s) or regulation(s) applicableto theperformanceof theworkhereundershallconstitutea breach of contract.

7.4 Licensesand Permits. Consultantrepresentsandwarrantsto CitythatConsultantand itsemployees, agents, andanysubcontractorshavealllicenses, permits, qualifications, andapprovalsof whatsoevernaturethatarelegallyrequiredto practicetheirrespective professions. Consultantrepresentsandwarrantsto CitythatConsultantandits employees, agents, anysubcontractorsshall, at theirsole costandexpense, keepin effect at all timesduringthetermof thisAgreementanylicenses, permits, andapprovalsthatare legallyrequiredto practicetheirrespectiveprofessions. In additionto theforegoing, Consultantandanysubcontractorsshallobtainandmaintainduringthetermof this AgreementvalidBusinessLicensesfromCity.

7.5 Nondiscrimination and EqualOpportunity. Consultantshallnotdiscriminate, onthe basisof a person’s race, sex, gender, religion (includingreligiousdressandgrooming practices), nationalorigin, ancestry, physicalor mentaldisability, medicalcondition includingcancerandgeneticcharacteristics), maritalstatus, age, sexualorientation, color, creed, pregnancy, geneticinformation, genderidentityor expression, politicalaffiliationor belief, military/veteranstatus, or anyotherclassificationprotectedby applicablelocal, state, or federallaws (eacha “ProtectedCharacteristic”), againstanyemployee, applicant foremployment, subcontractor, bidderfor a subcontract, or participantin, recipientof, or applicantforanyservicesor programsprovidedby ConsultantunderthisAgreement.

Consultantshallincludetheprovisionsof thisSubsectionin anysubcontractapprovedby theContractAdministratoror thisAgreement.

Section 8. TERMINATIONANDMODIFICATION.

8.1 Termination. CitymaycancelthisAgreementat anytimeandwithoutcauseuponwritten notificationto Consultant.

ConsultantmaycancelthisAgreementupon30days’ writtennoticeto Cityandshall includein suchnoticethereasonsforcancellation.

In theeventof termination, Consultantshallbeentitledto compensationfor services performedto theeffectivedateof termination; City, however, mayconditionpaymentof suchcompensationuponConsultantdeliveringto Cityanyor all documents, photographs, 131
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8.2 Extension. Citymay, in its soleandexclusivediscretion, extendtheenddateof this Agreementbeyondthatprovidedforin Subsection1.1. Anysuchextensionshallrequirea writtenamendmentto thisAgreement, asprovidedforherein. Consultantunderstandsand agreesthat, if Citygrantssuchanextension, Cityshallhavenoobligationto provide Consultantwithcompensationbeyondthemaximumamountprovidedforin this Agreement. Similarly, unlessauthorizedbytheContractAdministrator, Cityshallhaveno obligationto reimburseConsultantforanyotherwisereimbursableexpensesincurred duringtheextensionperiod.

8.3 Amendments. ThePartiesmayamendthisAgreementonlyby a writingsignedby allthe Parties.

8.4 Assignment and Subcontracting. CityandConsultantrecognizeandagreethatthis Agreementcontemplatespersonalperformanceby Consultantandis basedupona determinationof Consultant’s uniquepersonalcompetence, experience, andspecialized personalknowledge. Moreover, a substantialinducementto Cityforenteringintothis Agreementwasandis theprofessionalreputationandcompetenceof Consultant.

ConsultantmaynotassignthisAgreementor anyinterestthereinwithoutthepriorwritten approvalof theContractAdministrator. Consultantshallnotsubcontractanyportionof the performancecontemplatedandprovidedforherein, otherthanto thesubcontractorsnoted in theproposal, withoutpriorwrittenapprovalof theContractAdministrator.

8.5 Survival. Allobligationsarisingpriorto theterminationof thisAgreementandall provisionsof thisAgreementallocatingliabilitybetweenCityandConsultantshallsurvive theterminationof thisAgreement.

8.6 Options upon Breachby Consultant. If Consultantmateriallybreachesanyof theterms of thisAgreement, City’s remediesshallinclude, butarenotlimitedto, thefollowing:

8.6.1 ImmediatelyterminatetheAgreement;

8.6.2 Retaintheplans, specifications, drawings, reports, designdocuments, andany otherworkproductpreparedby Consultantpursuantto thisAgreement;

8.6.3 Retaina differentconsultantto completetheworkdescribedin ExhibitA not finishedby Consultant; or

8.6.4 ChargeConsultantthedifferencebetweenthecostto completethework describedin ExhibitA thatis unfinishedat thetimeof breachandtheamountthat CitywouldhavepaidConsultantpursuantto Section2 if Consultanthad completedthework.

Section 9. KEEPINGANDSTATUSOFRECORDS.
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9.1 RecordsCreatedas Part of Consultant’s Performance. Allreports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, oranyotherdocumentsor materials, in electronicor anyotherform, that Consultantpreparesor obtainspursuantto thisAgreementand thatrelateto thematters coveredhereundershallbethepropertyof theCity. Consultanthereby agreesto deliver thosedocumentsto theCityuponterminationof theAgreement. It is understoodand agreedthatthedocumentsandothermaterials, includingbut notlimitedto thosedescribed above, preparedpursuantto thisAgreementarepreparedspecificallyfortheCityandare notnecessarilysuitableforanyfutureor otheruse. CityandConsultantagreethat, until finalapprovalby City, alldata, plans, specifications, reportsandotherdocumentsare confidentialandwillnotbereleasedto thirdpartieswithoutpriorwrittenconsentof both Parties.

9.2 Consultant’s Books and Records. Consultantshallmaintainanyandall ledgers, books of account, invoices, vouchers, canceledchecks, andotherrecordsor documents evidencingor relatingto chargesforservicesor expendituresanddisbursementscharged to theCityunderthisAgreementfora minimumof 3 years, orfor anylonger period requiredby law, fromthedateof finalpaymentto theConsultantto thisAgreement.

9.3 Inspection and Audit of Records. Anyrecordsor documentsthatSubsection9.2of this AgreementrequiresConsultantto maintainshallbemadeavailablefor inspection, audit, and/or copyingat anytimeduringregularbusinesshours, uponoralor writtenrequestof theCity. UnderCaliforniaGovernmentCodeSection8546.7, if theamountof publicfunds expendedunderthisAgreementexceeds $10,000.00, theAgreementshallbesubjectto theexaminationandauditof theStateAuditor, at therequestof Cityor aspartof anyaudit of theCity, fora periodof 3 yearsafterfinalpaymentundertheAgreement.

Section 10. MISCELLANEOUSPROVISIONS.

10.3 Severability. If a courtof competentjurisdictionfindsor rulesthatanyprovisionof this Agreementis invalid, void, orunenforceable, theprovisionsof thisAgreementnotso adjudgedshallremainin fullforceandeffect. Theinvalidityin wholeor in partof any provisionof thisAgreementshallnotvoidor affectthevalidityof anyotherprovisionof this Agreement.
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10.4 No ImpliedWaiverof Breach. Thewaiverof anybreachof a specificprovisionof this Agreementdoesnotconstitutea waiverof anyotherbreachof thattermor anyotherterm of thisAgreement.

10.5 Successorsand Assigns. Theprovisionsof thisAgreementshallinureto thebenefitof andshallapplyto andbindthesuccessorsandassignsof theParties.

10.6 Useof RecycledProducts. Consultantshallprepareandsubmitall reports, written studiesandotherprintedmaterialonrecycledpaperto theextentit is availableat equalor lesscostthanvirginpaper.

10.7 Conflict of Interest. Consultantmayserveotherclients, butnonewhoseactivitieswithin thecorporatelimitsof Cityor whosebusiness, regardlessof location, wouldplace Consultantin a “conflictof interest,” as thattermis definedin thePoliticalReformAct, codifiedat CaliforniaGovernmentCodeSection81000et seq.

ConsultantshallnotemployanyCityofficialin theworkperformedpursuantto this Agreement. Noofficeror employeeof Cityshallhaveanyfinancialinterestin this AgreementthatwouldviolateCaliforniaGovernmentCodeSection1090et seq.

Consultantherebywarrantsthatit is notnow, norhasit beenin theprevious12months, anemployee, agent, appointee, orofficialof theCity. If Consultantwasanemployee, agent, appointee, or officialof theCityin theprevious12 months, Consultantwarrantsthat it didnotparticipatein anymannerin theformingof thisAgreement. Consultant understandsthat, if thisAgreementis madein violationof CaliforniaGovernmentCode Section1090et seq., theentireAgreementis voidandConsultantwillnotbeentitledto anycompensationforservicesperformedpursuantto thisAgreement, including reimbursementof expenses, andConsultantwillberequiredto reimbursetheCityfor any sumspaidto theConsultant. Consultantunderstandsthat, in additionto theforegoing, it maybesubjectto criminalprosecutionfora violationof CaliforniaGovernmentCode Section1090et seq., and, if applicable, willbedisqualifiedfromholdingpublicofficein the Stateof California.

At City’s solediscretion, Consultantmayberequiredto filewiththeCitya Form700to identifyanddocumentConsultant’s economicinterests, asdefinedandregulatedby the CaliforniaFairPoliticalPracticesCommission. If Consultantis requiredto filea Form700, Consultantis herebyadvisedto contacttheDublinCityClerkfortheForm700and directionsonhowto prepareit.

10.8 Solicitation. Consultantagreesnotto solicitbusinessat anymeeting, focusgroup, or interviewrelatedto thisAgreement, eitherorallyor throughanywrittenmaterials.

10.9 Contract Administration. ThisAgreementshallbeadministeredby theCityManager ContractAdministrator"). Allcorrespondenceshallbedirectedto or throughtheContract Administratoror hisor herdesignee.
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10.10 Notices. Anywrittennoticeto Consultantshallbesentto:

EdEspinoza, Principal
Francisco & Associates, Inc.
231MarketPlace, Suite543
SanRamon, 94583
Anywrittennoticeto Cityshallbesentto:

Cityof Dublin
Attn:CityEngineer
100CivicPlaza
Dublin, CA94568

10.11 Integration. ThisAgreement, includingthescopeof workattachedheretoand incorporatedhereinas ExhibitsA, B, andrepresentstheentireandintegratedagreement betweenCityandConsultantandsupersedesall priornegotiations, representations, or agreements, eitherwrittenor oral.

ExhibitA Scopeof Services
ExhibitB CompensationSchedule & ReimbursableExpenses
ExhibitC Indemnification

10.12 Counterparts. ThisAgreementmaybeexecutedin multiplecounterparts, eachof which shallbe anoriginalandallof whichtogethershallconstituteoneagreement.

10.13 Certification per Iran Contracting Act of 2010. In theeventthatthiscontractis for onemilliondollars ($1,000,000.00) or more, by Consultant’s signaturebelowConsultant certifiesthatConsultant, andanyparententities, subsidiaries, successorsor subunitsof Consultantarenotidentifiedona listcreatedpursuantto subdivision (b) of Section2203of theCaliforniaPublicContractCodeas a personengagingin investmentactivitiesin Iranas describedin subdivision (a) of Section2202.5, oras a persondescribedin subdivision (b) of Section2202.5 of theCaliforniaPublicContractCode, as applicable.

SIGNATURESONFOLLOWINGPAGE
135
ConsultingServicesAgreementbetweenCityof Dublinand 07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServices Page14of 14 ThePartieshaveexecutedthisAgreementas of theEffectiveDate. Thepersonswhosesignaturesappear belowcertifythattheyareauthorizedto signonbehalfof therespectiveParty.

CITYOFDUBLIN FRANCISCO & ASSOCIATES, INC.

LindaSmith, CityManager EdEspinoza, Principal
Attest:

Consultant’s DIRRegistrationNumber
if applicable)
MarshaMoore, CityClerk
Approvedas to Form:

CityAttorney
3070368.1
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EXHIBITA

SCOPEOFSERVICES

INTRODUCTION
Consultantshallprovideprofessionalservicesfor a numberof governmentalservicedistricts, specifically acquisition and audit services for Community Facilities Districts, and administrativeservices for Landscapingand Lighting MaintenanceDistricts, EmergencyMedical Service Districts (EMS), and ResidentialRecyclingandTrashServiceDistricts.

Acquisition and Audit Servicesfor CommunityFacilities District (CFD2015-1) City of DublinCommunityFacilitiesDistrictNo. 2015-1 (DublinCrossing) was formedin accordancewith the Mello-Roos CommunityFacilitiesAct of 1982 (Act). CFD 2015-1 was formedfor the acquisitionof publicimprovements, whichincludecapitalpublicimprovements, publicfees, and privateutility facilities authorizedby the Act. Consultantshall reviewexistingagreementsand formationdocuments, createan acquisitionaudit review process, review improvementplans, bid documents, scheduleof values, and reviewacquisitionreimbursementapplications.
x Project Research and Process Establishment. Consultantshall review existing agreements betweenthe City of Dublinand the Developerpertainingto CFD 2015-1. Consultantshall also establisha procedureand process, in coordinationwith the Developer, for the submission, review, and approvalof reimbursementof authorizedimprovementsand fees. Consultantshall provide feedbackand suggestionsto boththe Cityand Developeron methodsto streamlinethe reviewand reimbursementprocess.
x Review of Developer ReimbursementRequests. Consultantshall revieweach reimbursement request submittedby the Developerpursuant to the AcquisitionAgreement. When needed, Consultantshall request, in writing, additionaldocumentationfrom the developerto substantiate acquisitioneligibilitywhenrequired. Uponcompletionof review, Consultantshallprepareandsubmit a writtenreportthatdocumentsandprovidesthefollowing:

A summaryof coststo bereimbursedforeachfacilityand/or discretecomponent Anexecutivesummaryandauditsummary
Improvementlocationmap
A summarylistingof hardandsoftcosts
A contractsummaryoutliningtheoriginalprice, changeorders (if any), finalcontractprice, andthe eligible, disallowedand ineligibleportionsfor reimbursementincludingan analysisbasedon the lessorof costorvalue
A summaryof invoices, proofof payment, andlienreleasesprovidedby thedeveloper A recommendationfromConsultantof thecostthatis eligibleandappropriateforreimbursement Consultantwillbeaskedto reviewbothelectronicas wellashardcopyreimbursementrequests Consultantwill need to be able to review and respondto reimbursementrequestswithin ten businessdays.
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Documentation. All finalreportsandassociateddocumentsshallbe filedwiththeCity. Consultant shall provide a trackingreport of each reimbursementprocessedand a trackingreport for cumulativereimbursementsto-date. Consultantshallmaintainall recordsfor up to threeyears afterthe conclusionof work performedand makethis availableto the City, uponrequest. All workproductswillbecomepropertyof theCityandprovidedin theformatrequested.

Administrative Servicesfor Landscapingand Lighting MaintenanceDistricts (LLMDs) Consultantshall administerfive Landscapingand LightingMaintenanceDistrictsformedpursuantto the Landscapeand LightingAct of 1972. The selectedfirm will collectdata, reviewbudgets, prepareannual Engineer’s Report, submitannuallevyto the Countytax collector, andpreparemanualbills (handbills) for assessmentsleviedonpropertiesthatdonotreceivea propertytaxbill.

Annualtaskswillinclude:

1. PreparingandcompletinganannualEngineer’s ReportforeachDistrict.

2. Completingan updatedyearlyassessmentroll andsubmittingthisto theCountytax collectorfor billing purposes

3. Identifyingand handbillingall parcelswhichare not billedby Countytax collector (this may include backbillingif anysuchparcelsareidentified)

4. KeepingtheCityapprisedof anychangesto legalrequirementsfor districtoperations

5. WorkingwithCitystaffonrevenueanalysisforforecastingandbudgetpurposes (as needed)

6. WorkingwithCitystaffto identifyfutureCapitalImprovementneedswithindistricts Districts

1. CitywideStreetLightingMaintenanceAssessmentDistrict1983-1

2. LandscapingandLightingMaintenanceAssessmentDistrict1983-2 (StagecoachRoad)

3. LandscapingandLightingMaintenanceAssessmentDistrict1986-1 (DoughertyRoad)

4. LandscapingandLightingMaintenanceAssessmentDistrict1997-1 (SantaRitaArea)

5. DublinRanchStreetLightingMaintenanceAssessmentDistrict1999-1 Administrative Servicesfor EmergencyMedicalServicesTax (EMSTax) Consultantshallmanagethe administrationof this tax collection, to includereportingall levy assessment changesto countytaxcollectoroffices.

Annualtaskswillinclude:
138

1. Completingan annualreport, to includea reviewof the tax roll andidentificationof all parcelsin need of manualbilling. Thisreportshouldincludea list of all parcelsthatarepayingtheEMStaxin bothan ExcelandPDFformat.

2. Completingan updatedyearlyassessmentrollandsubmittingthisto theCountytaxcollectorfor billing purposes.

3. Identifyingand handbillingall parcelswhichare not billed by Countytax collector (this may include backbillingif anysuchparcelsareidentified). (Issuingof invoicesis anoptionaltask)

4. KeepingtheCityapprisedof anychangesto legalrequirementsfordistrictoperations.

5. WorkingwithCitystaffonrevenueanalysisfor forecastingandbudgetpurposes (as needed).

Administrative Servicesfor ResidentialGarbage & RecyclingServicesFee (RGR) The City contractswith a privatecompanyto providegarbageand recyclingcollection, whichis billedon the CountyPropertyTax Rollwith an annualflat rate. Consultantshallmanagethe administrationof this taxcollection, to includereportingall levyassessmentchangesto countytaxcollectoroffices.

Annualtaskswillinclude:

1. Completingan annualreport, to includea reviewof the tax roll andidentificationof all parcelsin need of manualbilling. This reportshouldincludea list of all parcelsthat are payingthe refusechargein bothanExcelandPDFformat.

2. Completingan updatedyearlyassessmentroll andsubmittingthisto theCountytax collectorfor billing purposes.

3. KeepingtheCityapprisedof anychangesto legalrequirementsfordistrictoperations.

4. WorkingwithCitystaffonrevenueanalysisforforecastingandbudgetpurposes (as needed).

Administrative Services – Additional Analysis and As-neededServices Consultantshallprovideadditionalservices, as needed, to assistthe Citywithadditionalanalysis, budget, orconsultationrelatedto thefollowing:
x CommunityFacilitiesDistrictNo. 2015-1
x LandscapingandLightingDistrictNos. 1983-2, 1986-1, and1997-1 x StreetLightingMaintenanceAssessmentDistrictNos. 1983-1, and1999-1 x EmergencyMedicalService TaxCollectionServices
x ResidentialGarbageandRecyclingFeeCollectionServices
Engineer’s Reportsandbudgetsshallbe adjusted, as applicable, to accountfortheseadditionalas-needed services.

ADMINISTRATIONOFFEESCOLLECTEDONPROPERTYTAXBILL
For all assessmentdistricts which will require submissionto the AlamedaCounty tax assessor, the followingtaskswillberequired:
139

1. Identify Any Changesfrom Prior Year: Consultantwill needto obtainthe newtax roll fromthe AlamedaCountyAssessor, or othersources. As partof thebudgetplanningprocess, selectedfirm will need to determinechangesthat occur from one year to the next in terms of increasesor decreasesin numberor sizeof parcelsandadjustfiguresaccordingly. ConsultantshallnotifyCity of yearto yearchanges.

2. Reviewof City Staff PreparedBudget ExpenditureEstimates: Assistby providingprofessional reviewof the componentsincludedin the preliminarybudgetexpenditureestimatespreparedby City Staff. Provideinput on any discrepanciesbased upon typical componentsof a property relatedfeeprogram. Be sureto includean annualreviewof all newpropertiescomingonlinefrom newdevelopment.

3. Assist City Staff in Preparing Budget RevenueEstimates: Basedon datacollectedin earlier steps, provide City Staff with an automatedsummarytable to calculatescenarioscomparing expendituresto projected revenue. Please describe the format used to provide revenue projectionsand all escalators, such as including CPI and utility increases, as well as all methodologyand assumptionsused. City Staff and selectedconsultantwill work togetherto ensurethat all projectedbudgetsfor districtsmatchto the City’s expenditurebudgetand revenue estimatesfor theCity’s twoyearbudgetcycle. Additionally, revenueforecastmethodologyshould allow for the City to supplementthe fee revenuewith other sourcesand/ or to recognizethe applicationof prioryearfund balancein calculatingthe maximumallowableassessment, desired reserve balance, and actual assessment. Consultantshall become familiar with City fee philosophyand assessmentdistricthistory; and otherissuesrelatedto the continuedsuccessful operationof theassessmentdistrict.

4. Scheduling of Tasks: ConsultantshallmeetwithStaffin theinitialstagesof theprojectto jointly establishpreliminarydates for any scheduledpublic meetingand/or requiredpublic hearing.

Consultantand City Staff shall verify that the schedulewill meet requiredsteps necessaryto completethe process within the timelinesrequired by law. Consultantshall have available preliminaryassessmentroll informationas of the dateof PublicHearings. In addition, Consultant will workwithina specifiedtimeframeto allowfor completionof budgetprojectionspriorto City’s internalbudgetdeadlines.

5. Attendanceat Public Meetings: Consultantshallbepreparedto attendtwoCityCouncilmeetings to answerquestionsrelatedto Districts. Thisis an optionaltaskfor CommunityFacilitiesDistricts as well as the five Landscapingand LightingMaintenanceDistricts (LLMD generallyall held togetherat thesameCityCouncilMeeting). (OPTIONALTASK)

6. Preparationof Engineer’s Annual Levy Report: PreparefiveEngineer’s AnnualLevyReportsin accordancewith legal requirementsfor Landscapingand LightingAssessmentDistricts. Report shallincludejustificationof levies, methodof apportionment, districtbudget, andspecificleviesfor parcels.

7. Notice & Ballots: If determinedto berequiredby CityStaff, assistwiththedatanecessaryto allow the City to distributelegal noticesand ballots to be mailed due to increasedassessmentsin accordancewithlegalrequirements. (OPTIONALTASK)
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8. TaxRoll Levy Submittal: Theselectedfirmshallsubmitthefinallevyfor eachfee / assessmentto the Countyin the requiredformatand by the date required, prior to the date specifiedby the Countyfor eachassessmentdistrictor fee specified. Assessmentsrejectedby theCountywill be researchedandresubmittedfor collectionon theCountyTaxRoll. Identifiedcorrectionsshallalso besubmittedonanas neededbasisin consultationwithCityStaff.

9. Handbilling: Selectedfirmwill needto identifyandpreparea handbillingreportin orderto identify parcelssubjectto assessment (thisappliesto parcelsexemptfrompropertytaxes, to include: City ownedland, Countyownedland, and tenantsof City or Countyownedland). Selectedfirm will needto completean assessmentof suchparcels, provideto Cityandworkto determineeligibility and/or exemptionsfromthis assessment. Selectedfirmwill completean annualreportto Finance fortrackingpurposes. (OPTIONALTASK)

10. Provide Customer Service for TaxpayerInquiries: Act as the primarypoint of contactfor any questionsregardingAssessmentDistricts, fees, and tax bills. Consultantfirm shall have their phonenumberlistedonthepropertytaxbillforeachdistrict, tax, andfee.

11. Final Written Reports: FirmselectedshallalsoprovidetheCitywitha summaryreportof thetotal unitsassessedby thelevydesignationandCounty.
141

EXHIBITB

COMPENSATIONSCHEDULE & REIMBURSABLEEXPENSES
The followingis a listing of estimatedfees by project/tasks. These fees do not includetasks associatedwithconductinga Proposition218ballotingelectionshouldthe Citydecideto increase assessments. If the City decidesto increaseassessments, a supplementalproposalwill be preparedto coverthemailingandballotingservices.

AcquisitionAuditforCFD2015-1 T & M (HourlyRatesBelow)
LandscapeandLightingMaintenanceDistricts
StreetLightingMaintenanceDistrictsNo. 1983-1 $ 5, 750 (LumpSum) LandscapingandLightingDistrictsNo. 1983-2 $ 2,950 (LumpSum) LandscapingandLightingDistrictsNo. 1986-1 $ 2,950 (LumpSum) LandscapingandLightingDistrictsNo. 1997-1 $ 2,950 (LumpSum) StreetLightingMaintenanceDistrictsNo. 1999-1 $ 3, 950 (LumpSum) EmergencyMedicalServicesTax (EMSTax) $ 2,750 (LumpSum) ResidentialGarbage & RecyclingServiceFee (RGR) $ 2,750 (LumpSum) Francisco & Associates CurrentBilling Ratefor Francisco & Associates, Inc.

PrincipalEngineer/ProjectManager $ 160.00/hour
ProjectEngineer $ 140.00/hour
AssociateEngineer $ 120.00/hour
SeniorProjectAnalyst $ 120.00/hour
ProjectAnalyst $ 100.00/hour
GISAnalyst $ 100.00/hour
Clerical $ 65.00/hour
OptionalTasks:

NoticesandBallots T & M (HourlyRatesAbove)
Reimbursableswouldbe billedat cost plus 15%. Reimbursablecostsinclude CountyAssessor data and maps, mileage, etc. Estimatednot to exceed $1,000. Mileage would be billed at

0.56/mile.
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ConsultingServicesAgreementbetweenCityof Dublinand Lastrevised07/01/2021 Francisco & Associates, Inc. forAcquisitionAuditServicesandAdministrationServicesExhibit C – Page1 of 1

EXHIBITC

INDEMNIFICATION
A. Consultantshall, to theextentpermittedbylaw, includingwithoutlimitationCaliforniaCivilCode2782 and 2782.8, indemnify, holdharmlessandassumethedefenseof, in anyactionsat lawor in equity, the City, itsemployees, agents, volunteers, andelectiveandappointiveboards, fromallclaims, losses, and damages, includingpropertydamage, personalinjury, death, andliabilityof everykind, natureand description, arisingoutof, pertainingto or relatedto thenegligence, recklessnessorwillfulmisconduct of Consultantoranypersondirectlyor indirectlyemployedby, or actingas agentfor, Consultant, during andaftercompletionof Consultant’s workunderthisAgreement.

B. Withrespectto thoseclaimsarisingfroma professionalerroror omission, Consultantshalldefend, indemnifyandholdharmlesstheCity (includingitselectedofficials, officers, employees, and volunteers) fromallclaims, losses, anddamagesarisingfromtheprofessionallynegligentacts, errors oromissionsof Consultant, however, thecostto defendchargedto Consultantshallnotexceed Consultant’s proportionatepercentagefault.

C. Consultant's obligationunderthissectiondoesnotextendto thatportionof a claimcausedin wholeor in partby thesolenegligenceorwillfulmisconductof theCity.

D. Consultantshallalsoindemnify, defendandholdharmlesstheCityfromall suitsorclaimsfor infringementof anypatentrights, copyrights, tradesecrets, tradenames, trademarks, servicemarks, or anyotherproprietaryrightsof anypersonor personsbecauseof theCityor anyof itsofficers, employees, volunteers, or agentsuseof articles, productsthings, or servicessuppliedin the performanceof Consultant’s servicesunderthisAgreement, however, thecostto defendchargedto ConsultantshallnotexceedConsultant’s proportionatepercentagefault. 143

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Page 1 of 3 ends

Agenda Item 5.5
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Ordinance Levying Special Taxes Within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre)
Prepared by: Jay Baksa, Finance Director
EXECUTIVE SUMMARY:

The City Council will consider waiving the second reading and adopting the Ordinance levying a special tax within City of Dublin Community Facilities District (CFD) No. 2024-1 (Dublin Centre).

On November 19, 2024, the City Council took actions to form the Dublin Centre CFD, which included introducing an Ordinance to levy special taxes within Dublin Centre and set the date of December 3, 2024 for the second reading.

STAFF RECOMMENDATION:

Waive the second reading and adopt the Ordinance Levying Special Taxes Within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

FINANCIAL IMPACT:

Approval of the recommended action has no financial impact on the City. All costs associated with the formation of the proposed Community Facilities District are borne entirely by the developer.

The proposed Community Facilities District will be self-sustaining, including annual compensation to the City for its management.

DESCRIPTION:

Background
The City Council approved the Development Agreement for the Dublin Centre property on November 22, 2022. The Development Agreement specified in Section 6.2 that the City would use its best efforts to commence proceedings to form a Community Facilities District (CFD) to finance certain public facilities and services. The Development Agreement specified that the effective tax rate shall not exceed 1.75% or the term of the bonds shall not exceed 35 years. 144

Page 2 of 3 ends

The first step in the CFD formation process took place on October 15, 2024, with the City Council’s consideration and adoption of two resolutions of intention, which set the public hearing and special landowner election for November 19, 2024. The approval of the resolutions included a cap on the effective tax rate of 1.75% for each tax zone and the provision that impact fees would not be included as reimbursable costs from any future bond proceeds. These changes were incorporated into the resolutions heard at the November 19, 2024 public hearing.

Additionally, the City Council’s approval was based on the understanding that the developer would include transparency items on their website and disclose CFD information at the time of sale. Staff will continue to work with the developer to ensure these requirements are met.

On November 19, 2024, the City Council took the following actions forming the City of Dublin CFD No. 2024-1 (Dublin Centre):

1. Adopted the Resolution Forming the City of Dublin Community Facilities District No. 2024- 1 (Dublin Centre).

2. Adopted the Resolution Determining Necessity to Incur Bonded Indebtedness for the City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

3. Adopted the Resolution Calling Special Election for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

The approval of these resolutions included an adjustment to the total effective Tax Rates as shown in Table 1.

Table 1: Effective Tax Rate by Tax Zone
Tax Zone #6
3 Story
Option
Tax Zone #5
ADU Option
Tax Zone #4
2 Story
Option
Tax Zone #3
Shophouses
Tax Zone #2
ROW
Townhomes
Tax Zone #1
Entry Level
Townhomes
Proposed Tax Rate 1.75% 1.74% 1.75% 1.75% 1.75% 1.69%
Approved Tax
Rate 1.73% 1.73% 1.73% 1.60% 1.73% 1.50%
Difference -0.02% -0.01% -0.02% -0.15% -0.02% -0.19%
Additionally, the City conducted the Special Election and based on the affirmative results of the votes taken by the landowner, the City Council took the following actions:

1. Adopted the Resolution Declaring Results of Special Election and Directing Recording of Notice of Special Tax Lien for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

2. Introduced and waived the first reading of the Ordinance Levying Special Taxes within City of Dublin Community Facilities District No. 2024-1 (Dublin Centre).

Lastly, the date for the second reading of the Ordinance was set for December 3, 2024. Following tonight’s approval of the Ordinance, the effective date of the Special Tax Ordinance will be 30 days after adoption, which is anticipated to be January 3, 2025. 145

Page 3 of 3 ends

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Ordinance Levying Special Taxes within City of Dublin Community Facilities District No. 2024- 1 (Dublin Centre)
146
Attachment 1
Ord. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 3 ORDINANCE NO. XX – 24

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

LEVYING SPECIAL TAXES WITHIN CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2024-1 (DUBLIN CENTRE)
WHEREAS, on October 15, 2024, this City Council (the “City Council”) of the City of Dublin (the “City”), adopted a resolution stating its intention to establish its City of Dublin Community Facilities District No. 2024-1 (Dublin Centre) (the “CFD”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, sections 53311, et. seq., of the California Government Code (the “Act”), to finance public services and the acquisition and construction of certain facilities; and
WHEREAS, notice was published as required by the Act relative to the intention of this City Council to form the CFD, to provide for financing certain services and certain facilities and to incur bonded indebtedness for the CFD in an amount not to exceed $55,000,000, excluding bonds described in Section 53364.2(e) of the Act; and WHEREAS, this City Council has held noticed public hearings as required by the Act relative to (i) the determination to proceed with the formation of the CFD, and the rate and method of apportionment of the special taxes to be levied within the CFD to finance a portion of the costs of the services and the facilities and (ii) the issuance of not to exceed $55,000,000 of bonded indebtedness for the CFD, excluding bonds described in Section 53364.2(e) of the Act; and
WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the formation of the CFD, and the levy of said special taxes within the CFD were heard, substantial evidence was presented and considered by this City Council and a full and fair hearing was held; and
WHEREAS, subsequent to the hearing, this City Council adopted resolutions entitled “Forming City of Dublin Community Facilities District No. 2024-1 (Dublin Centre)” (the “Resolution of Formation”), “Determining Necessity to Incur Bonded Indebtedness for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre)” (the “Resolution of Necessity”) and “Calling Special Election for City of Dublin Community Facilities District No. 2024-1 (Dublin Centre),” which resolutions defined the public services (the “Services”) and public facilities to be financed by the CFD (the “Facilities”), established the CFD, authorized the levy of the special taxes with the CFD, determined the necessity to incur bonded indebtedness in the CFD and called an election within the CFD on the propositions of incurring indebtedness, levying a special tax, and establishing an appropriations limit within the CFD, respectively; and 147
Ord. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 2 of 3 WHEREAS, on November 19, 2024, a special election was held within the CFD at which the eligible landowner-electors approved such propositions by the two-thirds vote required by the Act.

NOW, THEREFORE, the City Council of the City of Dublin does ordain as follows:

SECTION 1. LEVY OF SPECIAL TAX
By the passage of this Ordinance, the City Council hereby authorizes and levies special taxes within the CFD pursuant to the Act, at the rate and in accordance with the formula (the “Rate and Method”) set forth in the Resolution of Formation, which Resolution of Formation is by this reference incorporated herein, as the same may be amended in accordance with the Act. The special taxes are hereby levied commencing in fiscal year 2024-25 and in each fiscal year thereafter until payment in full of the Services and any bonds issued by the City for the CFD (the “Bonds”) or such longer period provided in the Rate and Method, as contemplated by the Resolution of Formation and the Resolution of Necessity, as the same may be amended in accordance with the Act, and all costs of administering the CFD.

SECTION 2. ANNUAL CALCULATION OF LEVY
The Finance Director of the City is hereby authorized and directed each fiscal year to determine the specific special tax rate and amount to be levied for the next ensuing fiscal year for each parcel of real property within the CFD, in the manner and as provided by the Rate and Method.

SECTION 3. EXEMPTIONS; MAXIMUM LEVY OF SPECIAL TAXES
Except as set forth in the Rate and Method, properties or entities of the State, federal or local governments shall be exempt from any levy of the special taxes. In no event shall the special taxes be levied on any parcel within the CFD in excess of the maximum tax specified in the Rate and Method.

SECTION 4. AUTHORIZED USES OF SPECIAL TAXES
All of the collections of the special taxes shall be used as provided for in the Act and the Rate and Method, including, but not limited to, the payment of principal and interest on the Bonds, the replenishment of the reserve fund for the Bonds, the payment of the costs of the Services and the Facilities, the payment of the costs of the City in administering the CFD, and the costs of collecting and administering the special tax.

SECTION 5. COLLECTION OF SPECIAL TAXES
The special taxes shall be collected in the same manner as ordinary ad valorem taxes are collected and shall have the same lien priority, and be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad 148
Ord. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 3 of 3 valorem taxes; provided, however, that this City Council may provide for other appropriate methods of collection by resolution of this City Council. In addition, the provisions of Section 53356.1 of the Act shall apply to delinquent payments of the special taxes. The Finance Director of the City is hereby authorized and directed to provide all necessary information to the auditor/tax collector of the County of Alameda in order to effect proper billing and collection of the special tax, so that the special taxes shall be included on the secured property tax roll of the County of Alameda for fiscal year 2024-25 and for each fiscal year thereafter until the payment in full of the Services and any Bonds or such longer period of time provided in the Rate and Method.

SECTION 6. SEVERABILITY
If for any reason any portion of this Ordinance is found to be invalid, or if the special taxes are found inapplicable to any particular parcel within the CFD by a court of competent jurisdiction, the balance of this Ordinance and the application of the special taxes to the remaining parcels within the CFD shall not be affected.

SECTION 7. POSTING OF ORDINANCE
The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be posted in at least three public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California.

SECTION 8. EFFECTIVE DATE
This Ordinance shall take effect 30 days from the date of final passage.

PASSED, APPROVED, AND ADOPTED this 3rd day of December, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________
Mayor
ATTEST:

City Clerk
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Agenda Item 5.6
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amendment to the Signing Authority of the Local Housing Trust Fund Grant for the Regional Street Senior Affordable Housing and Amador Station Affordable Housing Projects
Prepared by: Jason Earl, Senior Management Analyst
EXECUTIVE SUMMARY:

The City Council will consider resolutions authorizing the City Manager to receive and act as the trustee/manager for up to $3,333,333 in grant funds from the California Department of Housing and Community Development (HCD) for both the Regional Street Senior Affordable Housing project and the Amador Station Affordable Housing project. HCD has requested the City adopt new resolutions with a general designation of authority to the City Manager in order to access the award.

STAFF RECOMMENDATION:

FINANCIAL IMPACT:

None.

DESCRIPTION:

In 2020 and 2022, the City Council approved a Resolution authorizing Linda Smith, as the City Manager, to submit applications and receive $3,333,333 in Local Housing Trust Fund (LHTF) grants from the California Department of Housing and Community Development (HCD) for both the Regional Street Senior Affordable Housing project and the Amador Station Affordable Housing project (Resolution 77-20 and Resolution 47-22). HCD awarded the grant funds to the City for each project (Contract number 20-LHTFCOM-15786 and Contract number 22-LHTFCOM-17512). 150

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The purpose of the LHTF Program is to provide matching funds to local and regional housing trust funds dedicated to the creation, rehabilitation, or preservation of affordable housing, transitional housing and emergency shelters.

The City Council Resolutions authorizing both grant applications utilized template language provided by HCD. This language expressly gave Linda Smith, City Manager at that time, the authority to receive funds and act as the Trustee/Manager for the Local Housing Trust Fund Program awards for the Regional Street Senior Affordable Housing and the Amador Station affordable housing projects. Due to the transition to a new City Manager, HCD is requiring the City to re-adopt resolutions with a general designation of authority to the “City Manager or their designee” to act in that capacity. HCD has advised this change is required to access the grant funds.

STRATEGIC PLAN INITIATIVE:

Strategy 3: Housing Inclusivity and Affordability
Objective A: Implement the goals, policies, and programs in the 2023-2031 Housing Element.

Objective B: Support efforts to produce housing affordable at all levels of income.

Objective D: Support development of housing types to support essential workers, younger buyers, and seniors.

ENVIRONMENTAL DETERMINATION:

The Resolutions Authorizing the City Manager to Receive and act as the Trustee/Manager for Local Housing Trust Fund Program Funds for the Regional Street Senior Affordable Housing project and for the Amador Station project are exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 as these resolutions do not meet CEQA’s definition of a “project” and would not result in either a direct physical change, or a reasonably foreseeable indirect physical change in the environment.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Authorizing Application for, and Receipt of Local Housing Trust Fund Program Funds for the Regional Street Senior Affordable Housing Project 2) Resolution Authorizing Application for, and Receipt of Local Housing Trust Fund Program Funds for the Amador Station Project
151
Attachment 1
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 3 RESOLUTION NO. XX – 24

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AUTHORIZING APPLICATION FOR, AND RECEIPT OF LOCAL HOUSING TRUST

FUND PROGRAM FUNDS FOR THE REGIONAL STREET SENIOR AFFORDABLE

HOUSING PROJECT
WHEREAS, a necessary quorum and majority of the Council members of the City of Dublin (“Applicant”) hereby consents to, adopts and ratifies this resolution; and WHEREAS, the State of California (the “State”) Department of Housing and Community Development (“Department”) is authorized to provide up to $57 million under the Local Housing Trust Fund (“LHTF”) Program from the Veterans and Affordable Housing Bond Act of 2018 (Proposition 1) (as described in Health and Safety Code section 50842.2 et seq. (Chapter 365, Statutes of 2017 (SB 3)) (“Program”); and WHEREAS, the Department issued a Notice of Funding Availability (“NOFA”) dated April 30, 2020, under the LHTF Program; and
WHEREAS, the City of Dublin is an eligible Local Housing Trust Fund applying to the Program to administer one or more eligible activities using Program Funds; and WHEREAS, the Department may approve funding allocations for the LHTF Program, subject to the terms and conditions of Health and Safety Code Section 50842.2, the LHTF Program Guidelines, NOFA, Program requirements, the Standard Agreement and other related contracts between the Department and LHTF award recipients.

NOW, THEREFORE, BE IT RESOLVED, the Dublin City Council confirms that:

SECTION 1. The City Manager or her/his designee is authorized to execute the LHTF Program Application, the LHTF Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents which are related to the Program or the LHTF Award to Applicant, as the Department may deem appropriate; and SECTION 2. If the City of Dublin receives an award of LHTF funds from the Department pursuant to the above referenced LHTF NOFA, it represents and certifies that it will use all such funds on Eligible Projects in a manner consistent and in compliance with all applicable state and federal statutes, rules, regulations, and laws, including, without limitation, all rules and laws regarding the LHTF Program, as well as any and all contracts Applicant may have with the Department (“Eligible Project”); and
SECTION 3 . The City of Dublin, with its “Inclusionary Zoning In Lieu Fees Fund,” established by Ordinance No. 8-02 in May 2002, and revised by Ordinance No. 2-24 in June 2024 and published in Dublin Municipal Code Chapter 8.68 (also known as the “Affordable Housing Fund”), as an eligible LHTF, is hereby authorized to act as the trustee in connection with the Department's funds to Eligible Projects pursuant to the abovedescribed NOFA in an amount not to exceed $5,000,000 (the "LHTF Award"); and SECTION 4. Applicant hereby agrees to match on a dollar for dollar basis the LHTF Award pursuant to Guidelines Section 104. Applicant hereby agrees to utilize matching finds on a dollar- 152
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 2 of 3 for-dollar basis for the same Eligible Project for which Program Funds are used, as required by HSC Section 50843.5(c) (A summary of the City’s commitment on the Eligible Project is included as Attachment 1); and
SECTION 5. Pursuant to Attachment 1 and the Applicant’s certification in this resolution, the LHTF funds will be expended only for Eligible Projects and consistent with all program requirements and Applicant shall be subject to the terms and conditions as specified in the Standard Agreement, H&S Section 50842.2 and LHTF Program Guidelines.

PASSED, APPROVED, AND ADOPTED by the Dublin City Council on this 3 rd day of December, 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor

CERTIFICATE OF THE ATTESTING OFFICER
The undersigned does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of the Dublin City Council which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

ATTEST:
______________________________
City Clerk
ATTACHMENTS:

1. Summary of City of Dublin Commitment of Funding
153
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 3 of 3 Attachment 1:

Summary of City of Dublin Commitment for Use of the Local Housing Trust Fund Program Funds and Matching Funds
The City of Dublin’s Local Housing Trust Fund (LHTF) match of land and funding and the proposed LHTF grant will be used for a project proposed by Eden Housing, Inc. for approximately 113 affordable rental units on a 1.3-acre site located at 6541 Regional Street. This project is being accepted by the City for LHTF funding contingent upon project financing and necessary entitlements. Excluding a manager’s unit, 100 percent of the proposed 113 units are committed to be affordable to households earning no more than 60 percent of area median income (AMI).

Twenty-two of the proposed 113 units (19 percent) and at least 30 percent of the Program Funds are committed to be used for households earning no more than 30 percent of AMI. None of the LHTF Program funding is proposed to be expended on assistance to moderate-income households.
154
Attachment 2
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 3 RESOLUTION NO. XX – 24

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AUTHORIZING APPLICATION FOR, AND RECEIPT OF LOCAL HOUSING TRUST

FUND PROGRAM FUNDS FOR THE AMADOR STATION PROJECT
WHEREAS, a necessary quorum and majority of the Council members of the City of Dublin (“Applicant”) hereby consents to, adopts and ratifies this resolution; and WHEREAS, the State of California (the “State”) Department of Housing and Community Development (“Department”) is authorized to provide up to $57 million under the Local Housing Trust Fund (“LHTF”) Program from the Veterans and Affordable Housing Bond Act of 2018 (Proposition 1) (as described in Health and Safety Code section 50842.2 et seq. (Chapter 365, Statutes of 2017 (SB 3)) (“Program”); and WHEREAS, the Department issued a Notice of Funding Availability (“NOFA”) dated April 5, 2022, under the LHTF Program; and
WHEREAS, the Applicant is an eligible Local Housing Trust Fund applying to the Program to administer one or more eligible activities using Program Funds; and WHEREAS, the Department may approve funding allocations for the LHTF Program, subject to the terms and conditions of Health and Safety Code Section 50842.2, the LHTF Program Guidelines, NOFA, Program requirements, the Standard Agreement and other related contracts between the Department and LHTF award recipients.

NOW, THEREFORE, BE IT RESOLVED, the Dublin City Council confirms that:

SECTION 1. If the Applicant receives an award of LHTF funds from the Department pursuant to the above referenced LHTF NOFA, it represents and certifies that it will use all such funds on Eligible Projects in a manner consistent and in compliance with all applicable state and federal statutes, rules, regulations, and laws, including, without limitation, all rules and laws regarding the LHTF Program, as well as any and all contracts the Applicant may have with the Department (“Eligible Project”).

SECTION 2. The City of Dublin is hereby authorized to act as the trustee/manager in connection with the Department's funds to Eligible Projects pursuant to the above-described NOFA in an amount not to exceed $3,333,333 (the "LHTF Award").

SECTION 3. Applicant hereby agrees to match on a dollar-for-dollar basis the LHTF Award pursuant to Guidelines Section 104. Applicant hereby agrees to utilize matching finds on a dollar- for-dollar basis for the same Eligible Project for which Program Funds are used, as required by HSC Section 50843.5(c).

SECTION 4. Pursuant to Attachment 1 and the Applicant’s certification in this Resolution, the LHTF funds will be expended only for Eligible Projects and consistent with all program requirements.

SECTION 5. Nonprofit Housing Trust Funds and Native American Tribe Housing Trust Funds agree to use Program Funds only for Eligible Projects located in cities and counties that 155
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 2 of 3 submitted an adopted Housing Element that was found by the Department to be in compliance and that have submitted their Housing Element Annual Progress Report (APR) for the current year or prior year by the application due date.

SECTION 6. Applicant shall be subject to the terms and conditions as specified in the Standard Agreement, H&S Section 50842.2 and LHTF Program Guidelines.

SECTION 7 . The City Manager or her/his designee is authorized to execute the LHTF Program Application, the LHTF Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents which are related to the Program or the LHTF Award to Applicant, as the Department may deem appropriate.

PASSED, APPROVED, AND ADOPTED by the Dublin City Council on this 3 rd day of December, 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor

CERTIFICATE OF THE ATTESTING OFFICER
The undersigned, City Clerk of the City of Dublin does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of the Dublin City Council, which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

ATTEST:
______________________________
City Clerk
ATTACHMENTS:

1. Summary of City of Dublin Commitment of Funding
156
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 3 of 3 Attachment 1:

Summary of City of Dublin Commitment for Use of the Local Housing Trust Fund Program Funds and Matching Funds
The City of Dublin’s Local Housing Trust Fund (LHTF) match and 100 percent of the requested LHTF Program funds will be used for a project proposed by The Related Companies of California, LLC., for 164 affordable rental units on an approximately 1.3-acre site located at 6501 Golden Gate Drive. The Dublin City Council has appropriated $7.1 million from the City’s Affordable Housing Funds and committed $2.9 million in Alameda County Measure A-1 Bond funds to the project contingent upon project financing. In addition, the project has received its necessary entitlements. Excluding two manager’s units, 100 percent of the project would be affordable to households earning an average of no more than 60 percent of area median income (AMI). The Related Companies of California, LLC., has committed that a minimum of 41 units in the project would be set aside for homeless persons upon receiving Section 8 funding for these units. This housing would serve persons at risk of becoming homeless, and persons with special needs. 157

STAFF REPORT

CITY COUNCIL

Page 1 of 3 ends

Agenda Item 5.7
DATE: December 3, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amendment to the Affordable Housing Assistance Agreement for the Regional Street Senior Affordable Housing Project (PLPA-2021-00035) Prepared by: Jason Earl, Senior Management Analyst
EXECUTIVE SUMMARY:

The City Council will consider approving an amendment to the terms of the Affordable Housing Assistance Agreement for Eden Housing’s Regional Street Senior Affordable Housing Project. The proposed amendment would reduce the interest rate on the Local Housing Trust Fund loan from 3% to 1%. This loan is funded by a grant the City received from the California Department of Housing and Community Development. The loan will help fund construction of the 113 unit very- low- and low-income affordable housing project located at 6541-6543 Regional Street.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Terms of the Affordable Housing Assistance Agreement Between the City of Dublin and Corona/Ely Ranch, Inc.

FINANCIAL IMPACT:

The recommended action will result in the City charging a 1% interest rate over the life of the loan versus 3% which the City typically charges on Affordable Housing Assistance Agreements. The reduction in the interest rate of the loan will result in a decrease in interest revenue received at the end of the 55-year repayment term of the loan.

DESCRIPTION:

Background
Eden Housing proposes to develop a 1.33-acre site located at the corner of Regional Street and St.

Patrick Way at 6541-6543 Regional Street as shown in Figure 1. The property is bound by commercial uses to the south, the 499-unit Avalon West project to the east, St. Patrick Way and commercial uses to the north, and Regional Street and commercial uses to the west. The project will include 113 units affordable lower income households. 158

Page 2 of 3 ends

The City Council approved an Affordable Housing Assistance Agreement (Attachment 2) between the City of Dublin and Eden Housing’s controlled affiliate, Corona/Ely Ranch, Inc., on June 20, 2023 (Resolution 68-23). This agreement included the dedication of the 1.33-acre project site valued at approximately $5 million, an allocation of $5 million from the Alameda County Measure A-1 Bond funds allocated to Dublin, a $1 million predevelopment loan from the City’s Affordable Housing Fund, and a $3,333,333 construction/permanent loan from the City of Dublin that is funded by a Local Housing Trust Fund (LHTF) grant the City received from the California Department of Housing and Community Development (HCD) for this project.

The City issued the $1 million predevelopment loan to Eden Housing in June of 2024. The loan has a 3% simple interest rate which began accruing interest at the time of loan issuance. This loan will be paid off when Eden receives their construction financing in early 2025.

Eden Housing has secured all of the necessary construction/permanent financing for the project to move forward. As is typical of affordable housing projects, Eden is obtaining financing from a variety of sources including a Tax Credit Allocation Committee (TCAC) lender, HCD No Place Like Home and Multi-Family Housing programs, Alameda County Measure A-1 Bond Fund, and the City of Dublin through the LHTF grant. However, the project is projected to be in a negative cash flow position in year 11 of operation without an interest rate reduction from HCD. The interest rate reduction will ensure the project’s tax credit investor will participate and that the project is financially feasible. HCD will only consider granting an interest rate reduction if Eden Housing first seeks a similar reduction from the City of Dublin and other public lenders. Therefore, Eden Housing is requesting the City Council consider reducing the interest rate from 3% to 1% on the 159

Page 3 of 3 ends

City’s $3.3 million loan.

Analysis
The $3,333,333 loan from the City of Dublin is funded by a grant the City received from HCD. HCD set the maximum interest rate the City can charge at 3%, but the City has the discretion to charge a lower interest rate. Lowering the interest rate will have minimal impact to the City since this is passthrough money from HCD. The City of Dublin must provide Eden Housing with a decision and rationale for that decision to address the requirement HCD placed on Eden to seek rate reductions from their other public lenders.

ENVIRONMENTAL REVIEW:

This amendment to the terms of the Affordable Housing Assistance Agreement between the City of Dublin and Corona/Ely Ranch, Inc. is not subject to the requirements of the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15378 as it does not meet CEQA's definition of a project and will not result in direct or indirect physical changes in the environment.

STRATEGIC PLAN INITIATIVE:

Strategy 3: Housing Inclusivity and Affordability
Objective A: Implement the goals, policies, and programs in the 2023-2031 Housing Element.

Objective B: Support efforts to produce housing affordable at all levels of income.

Objective D: Support development of housing types to support essential workers, younger buyers, and seniors.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving an Amendment to the Terms of the Affordable Housing Assistance Agreement Between the City of Dublin and Corona/Ely Ranch, Inc. 2) Affordable Housing Assistance Agreement between the City of Dublin and Corona/Ely Ranch, Inc.
160
Attachment 1
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 2 RESOLUTION NO. XX – 24

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING AN AMENDMENT TO THE TERMS OF THE AFFORDABLE HOUSING

ASSISTANCE AGREEMENT BETWEEN THE CITY OF DUBLIN AND CORONA/ELY RANCH, INC.

WHEREAS, Corona/Ely Ranch, Inc. and the City of Dublin entered into an Affordable Housing Assistance Agreement dated June 20, 2023, through which the City agreed to provide a $3,333,333 Local Housing Trust Fund (“LHTF”) loan (“City Construction/Permanent Loan”) for the Regional Street Senior Affordable Housing project (“Development”), to be funded by the LHTF grant program from the California Department of Housing and Community Development (“HCD”), and to be repaid from the residual receipts of the project with a simple interest rate of 3% annually; and
WHEREAS, pursuant to the Affordable Housing Assistance Agreement, Corona/Ely Ranch, Inc. will execute a Secured Promissory Note (“City Construction/Permanent Loan Promissory Note”) promising to repay the City Construction/Permanent Loan, and a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (“City Construction/Permanent Loan Deed of Trust”) securing the City Construction/Permanent Loan Promissory Note; and WHEREAS, Eden Housing requested an amendment to the terms of the Affordable Housing Assistance Agreement, and all related documents, to reduce the interest rate on the City Construction/Permanent LHTF loan from 3% to 1% to ensure the financial feasibility of the Development.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby directs staff to amend the terms of the Affordable Housing Assistance Agreement, and all related documents between the City of Dublin and Corona/Ely Ranch, Inc., to reduce the City Construction/Permanent LHTF loan interest rate to a simple interest rate of 1% annually.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute amendments to the Affordable Housing Assistance Agreement and all related documents such to carry out the intent of this Resolution.
{Signatures on the following page}
161
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 3rd day of December 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
162

AFFORDABLE HOUSING ASSISTANCE

AGREEMENT
by and between

THE CITY OF DUBLIN
and
CORONA/ELY RANCH, INC.
(Regional Street Apartments)

Attachment 2
163

AFFORDABLE HOUSING ASSISTANCE AGREEMENT
(Regional Street Apartments)
THIS AFFORDABLE HOUSING ASSISTANCE AGREEMENT (this “Agreement”) is entered into effective as
of June 20, 2023 (“Effective Date”) by and between the CITY OF DUBLIN, a California municipal corporation (“City”), and CORONA/ELY RANCH, INC., a California nonprofit public benefit corporation (“Developer”). City and Developer are hereinafter collectively ref
erred to as the “Parti es .”

RECITALS
A. Developer is the owner of approximately 1.33 acres of previously developed real property located at 6541- 6543 Regional Street in the City of Dublin, California (the “Property”).

B. City and Developer have entered into a Community Benefit Program Agreement dated December 7, 2021, as amended -XQH 2023, with respect to the proposed development of a multifamily rental housing development on the Property for seniors and/or persons with special needs, with not less than one hundred thirteen (113) apartment units (the “Development”). The Community Benefit Program Agreement provides for Developer to construct the Development and to restrict the rental of all of the apartment units in the Development to lower income persons at an affordable rent. The Community Benefit Program Agreement further provides for the City to grant the Development one hundred thirteen (113) Residential Allocations from the Downtown Dublin Specific Plan.

C. In addition, City and Developer have entered into an Option Agreement dated March 16, 2021, pursuant to which the City was given an option to purchase the Property under certain limited circumstances set forth in Section 2(b) thereof, including that the City and Developer have not timely entered into a mutually acceptable Affordable Housing Assistance Agreement (“AHAA”) as described in Section 2(b)(i) thereof. The Parties intend that this Agreement shall satisfy the condition set forth in Section 2(b)(i) of the Option Agreement that the City and Developer timely enter into a mutually acceptable AHAA. This Agreement is not intended to satisfy, modify or terminate the other two conditions to the exercise of the option as set forth in Section 2(b)(ii) and Section 2(b)(iii) of the Option Agreement.

D. In order to financially assist the Development, City and Developer desire for City to provide to Developer (a) a low-interest loan of One Million Dollars ($1,000,000) from the City’s Affordable Housing Fund to be used for predevelopment expenses (the “City Predevelopment Loan”), and (b) a low-interest construction and permanent loan of Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333) from the Local Housing Trust Funds received by the City from the State of California to be used for construction expenses (the “City Construction/Permanent Loan”), pursuant to the terms and conditions set forth in this Agreement.

E. Developer has represented to the City, and the City has determined that the Developer has the necessary expertise, skill and ability to carry out the commitments set forth in this Agreement. The City has further determined that this Agreement is in the best interests of the City, 1

Attachment 2
164
2 and will materially contribute to the improvement of the City by improving the supply of affordable housing therein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I

DEFINITIONS

1.1. Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. (a) " Agreement" means this Affordable Housing Assistance Agreement, including the attached Exhibits and all subsequent amendments to this Agreement and implementation agreements.
(b) “ Certificate of Completion” means the certificate to be provided by City to Developer in accordance with Section 3.12, in the form attached hereto as Exhibit H. (c) " City" means the City of Dublin, a California municipal corporation. (d) " City Construction/Permanent Loan" means the loan from the City to the Developer in the amount of Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333), evidenced by the City Construction/Permanent Loan Promissory Note.
(e) " City Construction/Permanent Loan Deed of Trust" means the deed of trust that will encumber the Developer's interest in the Property to secure repayment of the City Construction/Permanent Loan Promissory Note, and will be recorded against the Property, substantially in the form attached hereto as Exhibit F_ and incorporated herein. (f) " City Construction/Permanent Loan Promissory Note" means the promissory note that will evidence the Developer's obligation to repay the City Construction/Permanent Loan, substantially in the form attached hereto as Exhibit E and incorporated herein.
(g) “ City Deeds of Trust” shall mean the City Predevelopment Loan Deed of Trust and City Construction/Permanent Loan Deed of Trust. (h) " City Documents" means, collectively, this Agreement, the City Predevelopment Loan Promissory Note, the City Predevelopment Loan Deed of Trust, the City Construction/Permanent Loan Promissory Note, the City Construction/Permanent Loan Deed of Trust, the City Regulatory Agreement, and all other documents required to be executed by the Developer in connection with the transaction contemplated by this Agreement.

Attachment 2
165
3 (i) “ City Loans” shall mean the City Predevelopment Loan and City Construction/Permanent Loan.
(j) " City Manager" means the City Manager of the City. (k) " City Predevelopment Loan" means the loan from the City to the Developer in the amount of One Million Dollars ($1,000,000), evidenced by the City Predevelopment Loan Promissory Note.
(l) " City Predevelopment Loan Deed of Trust" means the deed of trust that will encumber the Developer's interest in the Property to secure repayment of the City Predevelopment Loan Promissory Note, and will be recorded against the Property, substantially in the form attached hereto as Exhibit D and incorporated herein. (m) " City Predevelopment Loan Promissory Note" means the promissory note that will evidence the Developer's obligation to repay the City Predevelopment Loan, substantially in the form attached hereto as Exhibit C and incorporated herein. (n) “ City Promissory Notes” shall mean the City Predevelopment Loan Promissory Note and the City Construction/Permanent Loan Promissory Note. (o) " City Regulatory Agreement" means the regulatory agreement and declaration of restrictive covenants to be executed by the Parties and recorded against the Property, substantially in the form attached hereto as Exhibit I and incorporated herein. (p) “ Conditions of Approval” has the meaning set forth in Section 3.1. (q) " Construction Loan Closing" means the close of escrow for the Developer’s construction financing for the construction of the Development. (r) “ Construction Plans” has the meaning set forth in Section 3.8. (s) " Council Members" means the members of the City Council of the City. (t) “ County” means the County of Alameda, California.
(u) " Developer" means Corona/Ely Ranch, Inc., a California nonprofit public benefit corporation, and its permitted successors and assigns as set forth herein. (v) " Development" means the Property and the Improvements. (w) " Environmental Laws" has the meaning set forth in Section 8.4. (x) " Event of Developer Default" has the meaning set forth in Section 9.1. (y) " Event of City Default" has the meaning set forth in Section 9.2. (z) " Hazardous Materials" has the meaning set forth in Section 8.3.

Attachment 2
166
4 (aa) "Improvements" means: (i) one hundred thirteen (113) apartment units, including one (1) unrestricted manager's unit, to be constructed in accordance with this Agreement, and (ii) related onsite improvements, parking, landscaping and other onsite improvements located or to be located on the Property, and all onsite and offsite improvements required by the City, all as more particularly set forth in the Scope of Development attached as Exhibit H. (bb) “Indemnitees” means the City and its elected and appointed officers, officials, employees, agents, consultants, and contractors. (cc) " Investor" means a tax credit investor to be identified by written notice from Developer to City.
(dd) " Parties" means the City and the Developer. "Party" means either the City or the Developer.
(ee) "Partnership Agreement" means the limited partnership agreement of the Developer, as it may be amended and restated.
(ff) "Permanent Loan Conversion" means the closing of the Developer’s permanent financing for the Development.
(gg) "Preliminary Financing Plan" means the Developer's Financing Plan for financing the acquisition of the Property and the construction of the Development in the form attached hereto as Exhibit B and incorporated herein.
(hh) “Prevailing Wage Law” has the meaning set forth in Section 3.14. (ii) " Property" means the real property to be acquired and developed by the Developer pursuant to this Agreement, which real property is more particularly described in the Legal Description attached hereto as Exhibit A which is incorporated herein. (a) " Residual Receipts" means the excess of annual Operating Revenues over annual Operating Expenses for the Development. "Operating Revenues" means all income derived from the Development, and includes, without limitation: (i) rents; (ii) rent subsidy payments received on behalf of tenants; and (iii) receipts from laundry, parking, vending, or other services in which a fee is charged. "Operating Expenses" means all direct costs and expenses necessary to operate the Development including: (1) debt service on any loans secured by the Property as described in the Revised Financing Plan or otherwise approved by City, provided that such loans have been used to develop or improve the Development (or to refinance loans used for development or improvement of the Development); (2) resident service program and property management fees and costs; (3) property taxes and assessments (if any); (4) insurance premiums; (5) maintenance and repair; (6) reasonable payments to reserves for operating contingencies, replacement of capital items, and other reserve uses in such amounts as are required by the loans described in paragraph (1); (7) deferred developer fee to the Developer for development services for the Development in such amount as set forth in the Revised Financing Plan, as such amount may be updated by the final cost certification upon completion of construction; (8) credit adjuster payments, limited partner loans, and developer loans, all as set forth in the Partnership Agreement; and (9) payments for partnership

Attachment 2
167
5 management fee, asset management fees, and other fees payable to a partner of the Partnership pursuant to the Partnership Agreement, in such amounts as are set forth in the Revised Financing Plan, including any annual inflationary increases included in the Revised Financing Plan. (jj) "Revised Financing Plan" means the Developer's updated and revised Financing Plan for financing the construction of the Development approved by the City pursuant to Section 4.5 hereof.
(kk) "Schedule of Performance" means the summary schedule of actions to be taken by the Parties pursuant to this Agreement to achieve the construction of the Improvements.

The Schedule of Performance is attached to this Agreement as Exhibit G. (ll) “ Scope of Development” means the description of the Development which is attached to this Agreement as Exhibit H.
(mm) " Term" means the term of this Agreement, which shall commence on the Effective Date and shall continue until expiration or termination of the City Regulatory Agreement, except for such provisions hereof which survive the expiration or termination of the City Regulatory Agreement.
(nn) "Title Company" means Old Republic Title Company.
(oo) "Title Report" means the preliminary title report for the Property prepared by the Title Company, as it may be updated from time to time. (pp) "Transfer" has the meaning set forth in Section 6.2.

ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE AND TERM

2.1. Developer's Representations. Developer represents and warrants to City as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Developer shall immediately give written notice of such fact or condition to City. Developer acknowledges that City shall rely upon Developer’s representations made herein notwithstanding any investigation made by or on behalf of City. (a) Authority. Developer is a nonprofit corporation duly formed and in good standing under the laws of the State of California. Developer has the full right, power and authority to undertake all obligations of Developer as provided herein, and Developer’s execution, performance and delivery of this Agreement and the City Documents have been duly authorized by all requisite actions.
(b) No Conflict. Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound.

Attachment 2
168
6 (c) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. (d) No Developer Bankruptcy. Developer is not the subject of a bankruptcy or insolvency proceeding.

2.2. City Representations. City represents and warrants to Developer as follows, and City covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.2 not to be true, City shall immediately give written notice of such fact or condition to Developer. City acknowledges that Developer shall rely upon City’s representations made herein notwithstanding any investigation made by or on behalf of Developer.
(a) Authority. City is a municipal corporation duly organized and in good standing under the laws of the State of California. City has the full right, power and authority to undertake all of the respective obligations as provided herein, and the execution, performance and delivery of this Agreement by City has been duly authorized by all requisite actions on the part of the City.
(b) No Conflict. City’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound.
(c) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of City to perform its obligations under this Agreement. (d) No Bankruptcy. City is not the subject of a bankruptcy or insolvency proceeding.

2.3. Effective Date. The representations and warranties of Developer and City hereunder shall be effective as of the Effective Date.

ARTICLE III

DEVELOPMENT OF THE PROJECT

3.1. Scope of Development. Developer shall construct and develop the Development on the Property substantially in accordance with the terms and conditions of this Agreement, the Scope of Development attached hereto as Exhibit H (subject to the last sentence of this Section 3.1), and in compliance with the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Development or the Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with development of the Development, including without limitation, all mitigation measures imposed in connection with environmental review of the Property and the Development and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing

Attachment 2
169
7 approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the “Conditions of Approval”). Notwithstanding the foregoing, City acknowledges that the Development is currently in the conceptual design phase and that aspects of the Scope of Development may need to be changed, and therefore agrees to reasonably discuss such proposed changes to the Scope of Development with Developer in good faith, and shall not unreasonably withhold consent to such proposed changes to the Scope of Development.

3.2. Development Approvals. Developer acknowledges and agrees that execution of this Agreement by City does not constitute approval for the purpose of the issuance of building permits for the construction of the Development, does not limit in any manner the discretion of City in such approval process, and does not relieve Developer from the obligation to obtain all necessary entitlements, approvals, and permits for the construction of the Development, including without limitation, the approval of architectural plans, and the completion of any required environmental review of the Development pursuant to CEQA.

Developer covenants that it shall: (i) obtain all necessary permits and approvals which may be required by City and any other governmental agency having jurisdiction over the construction of the Development or the development of the Property, (ii) comply with all Conditions of Approval, (iii) comply with all mitigation measures, if any, imposed in connection with any environmental review of the Property or the Development, and (iv) not commence construction of the Development prior to issuance of required permits.

3.3. Fees. Developer shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City in connection with obtaining building permits and other approvals for the Development, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, architectural review, historic review, and any subsequent approvals for the Development or the development of the Property.

3.4. Schedule of Performance. Developer shall commence and complete construction of the Development and shall satisfy all other obligations of Developer under this Agreement within the time periods set forth herein and in the Schedule of Performance attached hereto as Exhibit G, as such time periods may be extended upon the mutual written consent of the Parties. Developer’s failure to commence or complete construction of the Development in accordance with the foregoing schedule as such may be amended by the written consent of the Parties shall constitute a default hereunder. The Developer shall provide quarterly progress reports to the City regarding the status of the construction of the Development. The Developer shall provide the reports and information required under this Section until the Development is fully leased up.

3.5. Cost of Acquisition and Construction. Except as expressly set forth herein, Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the Property, the design, development and construction of the Development and compliance with the Conditions of Approval, including without limitation the installation and construction of all off-site or on-site improvements required by City in connection therewith, and none of such costs and expenses shall be the obligation of the City.

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8 3.6. Rights of Access; Books and Records. For the purpose of ensuring that the Development is developed in compliance with this Agreement, Developer shall permit representatives of the City to enter upon the Property to inspect the Development following 48 hours’ written notice (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided). Upon request, Developer shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of Developer necessary to determine Developer's compliance with the terms of this Agreement.

3.7. City Disclaimer. Developer acknowledges that the City is under no obligation, and City neither undertakes or assumes any responsibility or duty to Developer or to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Development. Developer and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Development. Any review or inspection undertaken by the City is solely for the purpose of determining whether Developer is properly discharging its obligations under this Agreement, and shall not be relied upon by Developer or any third party as a warranty or representation by the City as to the quality of the design or construction of the Development and other improvements constructed on the Property (collectively, the “Improvements”) or otherwise.

3.8. Construction Plans. Developer shall submit to City detailed construction plans for the Development (the “Construction Plans”) for City’s approval, which approval shall not be unreasonably withheld or delayed. As used herein "Construction Plans" means all construction documents upon which Developer and Developer’s contractors shall rely in the construction of the Development and development of the Property and shall include, without limitation, final architectural drawings and materials specifications. The Construction Plans shall be based upon the Scope of Development and upon the development approvals issued by the City for the Development, and shall not materially deviate therefrom without the express written consent of City. Such approval of the Construction Plans by the City shall not relieve Developer's obligation to obtain any and all approvals and permits required by the City or the City Building Division.

If rejected by the City in whole or in part, Developer shall submit new or corrected Construction Plans within forty-five (45) days after notification of the City's rejection and the reasons therefor. The City shall then have thirty (30) days to review and approve Developer's new or corrected Construction Plans. The provisions of this Section relating to time periods for approval, rejection, or resubmission of new or corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City.

3.9. Construction Pursuant to Plans. Developer shall construct and develop the Development in accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by the City pertaining to development of the Development.

Developer shall comply with all directions, rules and regulations of any fire marshal, health officer, building inspector or other officer of every governmental agency having jurisdiction over the Property or the Development. Each element of the work shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All design and construction work on the Development shall be performed by licensed contractors, engineers or architects, as applicable.

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9 3.10. Change in Construction Plans. If Developer desires to make any material change in the approved Construction Plans, Developer shall submit the proposed change in writing to the City for its written approval, which approval shall not be unreasonably withheld or delayed if the Construction Plans, as modified by any proposed change, conform to the requirements of this Agreement and any approvals issued by City after the Effective Date. The Parties shall meet in good faith to discuss the changes if the City propose to reject the changes. Any change in the Construction Plans required in order to comply with applicable codes shall be deemed approved, so long as such change does not substantially nor materially change the design, function, use, or amenities of the Development as shown on the latest approved Construction Plans. For purposes of this section, a “material change” means a change order that would result in a change of costs of a single item of work of One Hundred Fifty Thousand Dollars ($150,000) or any set of changes in the work the costs of which cumulatively exceeds Five Hundred Thousand Dollars ($500,000) or more.

3.11. Defects in Plans. City shall not be responsible to Developer or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. Developer shall indemnify, defend (with counsel approved by City, such approval not to be unreasonably withheld) and hold harmless the Indemnitees from and against all Claims arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Developer’s indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of a Certificate of Completion. It is further agreed that City does not, and shall not, waive any rights against Developer which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Developer’s deposit with City of any of the insurance policies described in this Agreement. Developer’s indemnification obligations pursuant to this Section shall not extend to Claims arising due to the gross negligence or willful misconduct of the Indemnitees.

3.12. Certificate of Completion for Development. Promptly after completion of construction of the Development, issuance of a final Certificate of Occupancy (or other applicable final City Building Department approval) by the City, and the written request of Developer, the City will provide an instrument (“Certificate of Completion”) so certifying. The Certificate of Completion shall be conclusive evidence that Developer has satisfied its obligations regarding the construction and development of the Development on the Property.

The Certificate of Completion shall be issued substantially in the form attached hereto as Exhibit J, and at Developer’s option, shall be recorded in the official records of Alameda County.

The Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust or mortgage securing money loaned to finance the Development or any part thereof and shall not be deemed a notice of completion under the California Civil Code, nor shall such Certificate provide evidence that Developer has satisfied any obligation that survives the expiration of this Agreement, including without limitation, Developer’s obligations pursuant to the City Regulatory Agreement.

3.13. Equal Opportunity. During the construction of the Development, there shall be no discrimination on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decisionmaking, medical condition, genetic

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10 information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status of any person in the hiring, firing, promoting or demoting of any person engaged in construction of the Development, and Developer shall direct its contractors and subcontractors to refrain from discrimination on such basis.

3.14. Prevailing Wage Requirements. If and to the extent required by state and federal prevailing wage laws, Developer and its contractors and agents shall pay prevailing wages for all construction, alteration, demolition, installation, and repair work performed with respect to the construction of the Development as required herein and described in the Scope of Development, in compliance with Labor Code Section 1720, et seq., and its implementing regulations, and perform all other obligations including the employment of apprentices in compliance with Labor Code Section 1770, et seq., keeping of all records required pursuant to Labor Code Section 1776, complying with the maximum hours requirements of Labor Code Sections 1810 through 1815, and fulfilling all duties under the Civil Code or any other provision of law pertaining to providing, obtaining and maintaining all bonds to secure the payment of wages to workers required to be paid prevailing wages, all as may be amended from time to time (the “Prevailing Wage Law”). City does not make any representations to Developer as to the applicability of the Prevailing Wage Law to the construction of the Development, and Developer agrees and acknowledges that it is not relying on any representations of City in making its determination as to the applicability of the Prevailing Wage Law. It is agreed by the Parties that, in connection with the construction of the Development, as between City and Developer, Developer shall be solely responsible for determining whether the Prevailing Wage Law is applicable to the construction of the Development, and Developer shall bear all risks of payment or non-payment of prevailing wages under the Prevailing Wage Law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. For purposes of this paragraph, “construction” includes work performed during the design and preconstruction phases of construction, including, but not limited to, inspection and land surveying work, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. The Developer shall periodically, upon request of the City, certify to the City that, to its knowledge, it is in compliance with the requirements of this paragraph.

Developer shall indemnify, defend (with counsel approved by City, such approval not to be unreasonably withheld) and hold the City, and its respective elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the “Indemnitees”), harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages or the requirement of competitive bidding in the construction of the Development, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Developer related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Developer which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Developer’s deposit with City of

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11 any of the insurance policies described in this Agreement. The provisions of this Section 3.14 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Development. Developer’s indemnification obligations under this Section 3.14 shall not apply to any Claim which arises as a result of an Indemnitee’s gross negligence or willful misconduct.

3.15. Compliance with Laws. Developer shall carry out and shall cause its contractors to carry out the construction of the Development in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

3.16. Liens and Stop Notices. Until the expiration of the term of the City Regulatory Agreement and full repayment of the City Loans, Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Development, Developer shall within thirty (30) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount or provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

3.17. Right of City to Satisfy Liens on the Property. If Developer fails to satisfy or discharge any lien or stop notice on the Property pursuant to Section 3.16 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Developer’s expense and without further notice to Developer. In such event Developer shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Developer to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Developer. Developer shall file a valid notice of cessation or notice of completion upon cessation of construction of the Development for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property or the Development. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property and the Development.

ARTICLE IV

CITY FINANCIAL ASSISTANCE

4.1. City Predevelopment Loan. The City shall provide a loan to Developer from the City’s Affordable Housing Fund in the amount of One Million Dollars ($1,000,000) (the “City Predevelopment Loan”), upon the terms and conditions and for the purposes set forth in this Agreement. The City Predevelopment Loan shall be evidenced by a promissory note (the “City

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12 Predevelopment Loan Promissory Note”) substantially in the form attached hereto as Exhibit C, and shall be secured by a deed of trust (the “City Predevelopment Loan Deed of Trust”) executed by Developer as Trustor substantially in the form attached hereto as Exhibit D and recorded against the Property concurrently with the effective date of the Promissory Note, and subordinate only to such liens as City shall approve in writing. The outstanding principal balance of the Note will accrue simple interest at the rate of three percent (3%) per annum.

Provided that Developer has complied with all conditions precedent to disbursement of the City Predevelopment Loan set forth in Section 4.6, the proceeds of the City Predevelopment Loan (“City Predevelopment Loan Proceeds”) shall be disbursed promptly thereafter to fund predevelopment costs of the Development, in accordance with the Loan Budget included in the Preliminary Financing Plan. City Predevelopment Loan Proceeds shall not be used or disbursed for developer fee, overhead or profit.

4.2. City Construction/Permanent Loan. The City shall provide a loan to Developer from the Local Housing Trust Fund grant received by City from the State of California, in the amount of Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333) (the “City Construction/Permanent Loan”), upon the terms and conditions and for the purposes set forth in this Agreement. The City Construction/Permanent Loan shall be evidenced by a promissory note (the “City Construction/Permanent Loan Promissory Note”) substantially in the form attached hereto as Exhibit E, and shall be secured by a deed of trust (the “City Construction/Permanent Loan Deed of Trust”) executed by Developer as Trustor substantially in the form attached hereto as Exhibit F and recorded against the Property concurrently with the effective date of the City Construction/Permanent Loan Promissory Note, and subordinate only to such liens as City shall approve in writing. The outstanding principal balance of the Note will accrue simple interest at the rate of three percent (3%) per annum.

Provided that Developer has complied with all conditions precedent to disbursement of the City Construction/Permanent Loan set forth in Section 4.7, the proceeds of the City Construction/Permanent Loan (“City Construction/Permanent Loan Proceeds”) shall be disbursed promptly thereafter to fund costs of the Development, in accordance with the Loan Budget included in the Preliminary Financing Plan. City Construction/Permanent Loan Proceeds shall not be used or disbursed for developer fee, overhead or profit.

4.3. Security. As security for repayment of the City Predevelopment Loan Promissory Note, Developer shall execute the City Predevelopment Loan Deed of Trust, pursuant to which City shall be provided a lien against the Property and the Improvements. The City Predevelopment Loan Deed of Trust shall be recorded in the Official Records concurrently with the effective date of the Promissory Note. The City Predevelopment Loan Deed of Trust shall be in first lien priority and shall not be subordinate to any other financing.

As security for repayment of the City Construction/Permanent Loan Promissory Note, Developer shall execute the City Construction/Permanent Loan Deed of Trust, pursuant to which City shall be provided a lien against the Property and the Improvements. The City Construction/Permanent Loan Deed of Trust shall be recorded in the Official Records concurrently with the effective date of the City Construction/Permanent Loan Promissory Note. The City

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13 Construction/Permanent Loan Deed of Trust shall be subordinate to such loans that are shown as senior in the Revised Financing Plan approved by the City.

4.4. Title Policies. The Title Company shall issue a lender’s policy of title insurance naming City as the insured, in a policy amount not less than the principal amount of the City Predevelopment Loan, showing Developer as holding fee title to the Property and insuring the City Predevelopment Loan Deed of Trust to be a valid lien on the Property subject only to exceptions approved by City (the “City Predevelopment Loan Title Policy”), together with such endorsements as are required by the City. The Title Company shall issue a lender’s policy of title insurance naming City as the insured, in a policy amount not less than the principal amount of the City Construction/Permanent Loan, showing Developer as holding fee title to the Property and insuring the City Construction/Permanent Loan Deed of Trust to be a valid lien on the Property subject only to exceptions approved by City (the “City Construction/Permanent Loan Title Policy”), together with such endorsements as are required by the City.

4.5. Financing Plan. As set forth in the attached Exhibit B, Developer has provided City with a preliminary financing plan for the Development (“Preliminary Financing Plan”) which describes (i) the estimated costs of development, including predevelopment costs, acquisition costs, and hard and soft construction costs, (ii) an operating pro forma which describes projected revenue and expenses for the Development, and (iii) identification of sources of acquisition, predevelopment, construction and permanent financing. The Parties acknowledge that certain proposed forms of funding in the Preliminary Financing Plan are available through competitive funding programs, and that the Development may not be successful in actually obtaining one or more of such forms of financing. The Developer shall submit timely and complete applications for each of the forms of financing which are included in the Preliminary Financing Plan, in a manner that maximizes the competitiveness thereof. In the event any of Developer’s applications therefor are disapproved, Developer shall continue to submit such applications in each subsequent application round until successful. The Parties anticipate that the types and amounts of financing for the Development will change and be refined during the period between the Effective Date and the Construction Loan Closing. Accordingly, following the disbursement of the City Predevelopment Loan Proceeds, Developer shall submit quarterly updated and revised financing plans (each, a “Revised Financing Plan”) which shall include a revised development budget, updated amounts for each of the foregoing funding sources and any other funding sources obtained, and copies of written commitments received for each funding source. Developer shall submit the first Revised Financing Plan no more than three (3) months following the date on which the City Predevelopment Loan Proceeds are disbursed and shall continue to provide the City a Revised Financing Plan on a quarterly basis thereafter until the Construction Loan Closing. The City shall promptly review and shall provide Developer written approval or disapproval of each Revised Financing Plan in writing within thirty (30) days, provided that the Revised Financing Plan under review conforms to the terms of this Agreement. The City's review of each Revised Financing Plan shall be limited to (i) determining if the financing contemplated therein will be reasonably available and will provide sufficient funds to undertake and complete construction of the Development, and (ii) determining if the updates to the Revised Financing Plan then under review are consistent with the terms of this Agreement. If the City disapproves an update to the Revised Financing Plan, the City shall specify in writing the reasons for the disapproval within thirty (30) days of receipt. Within thirty (30) days of receiving the City’s written notification of disapproval, the Developer shall thereafter resubmit a further amended Revised Financing Plan to the City for review. The City shall either approve or disapprove the

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14 resubmitted Revised Financing Plan from Developer within thirty (30) days of receiving the resubmission. If the City approves of the resubmitted Revised Financing Plan, Developer will resume quarterly submission of Revised Financing Plans with the subsequent Revised Financing Plan to be submitted not less than three (3) months after receiving the City’s approval of the prior Revised Financing Plan. In the event the City disapproves the resubmitted Revised Financing Plan, the City and the Developer agree to negotiate in good faith to develop a submission that is reasonably acceptable to both the City and the Developer within a reasonable period of time.

4.6. Conditions to Disbursement of City Predevelopment Loan. City’s obligation to fund the City Predevelopment Loan for the purposes of Section 4.1 above is conditioned upon the satisfaction of all of the following conditions:
(a) Developer’s delivery to City of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized, in good standing, and authorized to do business in the State of California, and (ii) a certified resolution indicating that Developer has authorized to consummate this transaction and that the persons executing this Agreement and the City Documents on Developer’s behalf have been duly authorized to do so.
(b) Developer has acquired fee title to the Property or will acquire fee title concurrently with the disbursement of the City Predevelopment Loan proceeds. (c) Developer’s delivery to the City of evidence of insurance coverage pertaining to property insurance and commercial general liability (but not builder’s risk or other insurance associated with the construction of the Development) in accordance with the requirements set forth in Section 10.2.
(d) Developer’s delivery of the City Pr edevelopment Loan Promissory Note, City Predevelopment Loan Deed of Trust and City Regulatory Agreement, each fully executed and acknowledged as applicable.
(e) Recordation of the City Regulatory Agreement and the City Predevelopment Loan Deed of Trust in the Official Records simultaneously with the disbursement of the first City Predevelopment Loan Proceeds.
(f) The Title Company’s issuance of the City Title Policy, together with such endorsements as are required by the City, in accordance with Section 4.4 hereof. (g) There exists no Event of Developer Default nor any act, failure, omission or condition that would constitute an Event of Developer Default under this Agreement. (h) The City’s receipt of a written requisition for disbursement of funds from Developer specifying the amount and use of the requested funds. (i) The proposed use of the funds is in accordance with the City Loans Budget in the Preliminary Financing Plan.

4.7. Conditions to Disbursement of City Construction/Permanent Loan.

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15 City’s obligation to fund the City Construction/Permanent Loan for the purposes of Section

4.2 above is conditioned upon the satisfaction of all of the following conditions:
(a) Developer’s delivery to the City of evidence of all insurance coverage required in accordance with the requirements set forth in Section 10.2. (b) Developer’s delivery of the City Construction/Permanent Loan Promissory Note and City Construction/Permanent Loan Deed of Trust, each fully executed and acknowledged as applicable.
(c) Recordation of the City Construction/Permanent Loan Deed of Trust in the Official Records simultaneously with the Construction Loan Closing. (d) The Title Company’s issuance of the City Construction/Permanent Loan Title Policy, together with such endorsements as are required by the City, in accordance with Section 4.4 hereof.
(e) There exists no Event of Developer Default nor any act, failure, omission or condition that would constitute an Event of Developer Default under this Agreement. (f) The City’s receipt of a written requisition for disbursement of funds from Developer specifying the amount and use of the requested funds. (g) The proposed use of the funds is in accordance with the City Loans Budget in the Revised Financing Plan.

4.8. Repayment of the City Predevelopment Loan. Developer shall pay all outstanding principal and accrued interest on the City Predevelopment Loan, in full, on the earliest to occur of (i) a Developer Event of Default for which the City exercises its right to cause the City Predevelopment Loan indebtedness to become immediately due and payable, and (ii) the Construction Loan Closing.

4.9. Repayment of the City Construction/Permanent Loan. (a) Annual Payments. Upon and after the completion of the Development, the Developer shall make annual payments of principal and interest to the City in the amount of the City Prorata Percentage of fifty percent (50%) of the Residual Receipts. Such annual payments shall be due and payable in arrears no later than May 1 of each year with respect to the previous calendar year, commencing on May 1
st of the first year after the City's issuance of a certificate of occupancy for the Development. The Developer shall provide the City with any documentation reasonably requested by the City to substantiate the Developer's determination of Residual Receipts.

Repayments shall be credited first to interest, then to principal. (b) Sharing of Residual Receipts with Other Lenders. The City acknowledges that other governmental lenders, such as the California Department of Housing and Community Development, the County of Alameda, and other lenders to be set forth in the Financing Plan may provide additional financing for the Development. The City agrees to share pro rata in the Residual

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16 Receipts, in proportion to the amount of City Construction/Permanent Loan and the financing provided by such other lenders (the "City Prorata Percentage"). (c) Payment of Remaining Balance. Developer shall pay all outstanding principal and accrued interest on the City Construction/Permanent Loan, in full, on the earliest to occur of (i) a Developer Event of Default for which the City exercises its right to cause the City Construction/Permanent Loan indebtedness to become immediately due and payable, and (ii) the expiration of the term of the City Construction/Permanent Promissory Note.

4.10. Prepayment; Acceleration
(a) Prepayment. Developer shall have the right to prepay the City Loans at any time and from time to time, without penalty or premium. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Developer’s obligations under the City Regulatory Agreement which shall survive for the full term of the City Regulatory Agreement.
(b) Due On Sale or Encumbrance. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the City Predevelopment Loan Promissory Note and City Construction/Permanent Loan Promissory Note shall be due and payable upon a Transfer (as defined in Section 6.2) absent the prior written consent of City of all or any part of or interest in the Property, except for a Transfer permitted under Section

6.3 of this Agreement or as otherwise permitted pursuant to this Agreement.

4.11. Nonrecourse. Except as expressly provided in this Section 4.11, Developer and the general and limited partners of the Developer shall have no personal liability for payment of the principal of, or interest on the City Promissory Notes, and the sole recourse of City with respect to the payment of the principal of, and interest thereon shall be to the Property and the Improvements and any other collateral held by City as security for the City Promissory Notes; provided however, nothing contained in the foregoing limitation of liability shall: (i) limit or impair the enforcement against all such security for the City Promissory Notes of all the rights and remedies of the City thereunder; (ii) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the City Promissory Notes as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; or (iii) be deemed in any way to limit the rights of the City to obtain specific performance by the Developer of its covenants under the City Documents, other than the covenants to pay the City principal and interest due under the City Promissory Notes.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the City Promissory Notes; nothing contained herein is intended to relieve the Developer of its obligation to indemnify the City under this Agreement, or liability to the extent of any loss for: (i) fraud or intentional misrepresentation, or bad faith, waste, willful misrepresentation by the Developer; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any foreclosure under the City Deeds of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Developer other than in accordance with the City Deeds of Trust; and/or the misappropriation of

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17 any proceeds by the Developer under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Development.

ARTICLE V

USE OF THE PROPERTY

5.1. Use; Affordable Housing. Developer covenants and agrees for itself and its successors and assigns that the Property shall be used for the development and operation of the Development in accordance with the terms and conditions of this Agreement and the City Regulatory Agreement.

5.2. Affordable Housing. Developer covenants and agrees for itself, its successors and assigns that one hundred twelve (112) of the one hundred thirteen (113) residential units developed within the Development shall be occupied by and rented at an affordable rent to households of Extremely Low Income and Lower Income (as defined in the Regulatory Agreement) in accordance with the terms hereof and the City Regulatory Agreement, and one unit may be reserved for property managers with no income restrictions. The Parties shall execute the City Regulatory Agreement, substantially in the form attached hereto as Exhibit I, concurrently with the effective date of the City Promissory Note and City Deed of Trust. The City Regulatory Agreement shall be recorded in the Official Records of Alameda County (“Official Records”) concurrently with the recording of the City Deed of Trust. Upon request of Developer, City shall reasonably consider changes to or subordination of the Regulatory Agreement as proposed by the lender and/or Investor.

5.3. Maintenance. Developer shall at its own expense, maintain the Property, the Improvements and related landscaping and common areas in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations, consistent with the standards of maintenance of similar multifamily apartment complexes in Alameda County. Without limiting the foregoing, Developer agrees to maintain the Improvements and the Property (including without limitation, the residential units, common areas, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Development. Developer shall prevent and/or rectify any physical deterioration of the Property and the Improvements and shall make all repairs, renewals and replacements necessary to keep the Property and the Improvements in good condition and repair. Developer shall provide adequate security services for occupants of the Development.

5.4. Taxes and Assessments. Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property and payable by Developer, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge, the

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18 Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest. Developer shall have the right to apply for all applicable tax exemptions, including, without limitation, the welfare exemption from property tax for low- income housing.

5.5. Obligation to Refrain from Discrimination. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Development, or any portion thereof, on the basis of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, or genetic information of any person. Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Development or part thereof, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Development or part thereof. Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith.

ARTICLE VI

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL OF

DEVELOPER

6.1. Change Pursuant to this Agreement. Developer has represented that it possesses the necessary expertise, skill and ability to carry out the development and operation of the Development on the Property pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Developer is of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Developer. No voluntary or involuntary successor, assignee or transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein.

6.2. Prohibition on Transfer. Prior to the later of expiration of the term of the City Regulatory Agreement and the payment in full of the City Promissory Note, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Development, the Improvements, or this Agreement or any of the City Documents, without the prior written approval of City, which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. Notwithstanding the foregoing, Developer is permitted to assign this Agreement and the City Documents to a Controlled Affiliate, as defined in Section 6.3 below. In addition to the foregoing, prior to the later of expiration of the term of the City Regulatory Agreement and the payment in full of the City Promissory Note, except as expressly permitted by

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19 this Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and/or control of Developer, taking all transfers into account on a cumulative basis.

6.3. Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article VI shall not be deemed to prevent: (i) the granting of utility easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual units to tenants for occupancy as their principal residence in accordance with the City Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Development or the Property in accordance with the approved Financing Plan and subject to the requirements of Article VII, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; and (v) a Transfer to an entity which is under the direct control or under common control with Eden Housing, Inc. or in which Eden Housing, Inc. or one of its affiliates, is the general partner or sole member of the general partner (“Controlled Affiliate”).

The City hereby approves the initial Transfer, if any, of the limited partnership interest in Developer to an investor limited partner (the “Investor”) and approves future Transfers of the limited partner interest in Developer provided that: (i) such Transfers do not affect the timing and amount of the limited partner capital contributions provided for in the Partnership Agreement of Developer approved by the City; and (ii) in subsequent Transfers, the initial limited partner or an affiliate of the initial limited partner retains a membership or partnership interest and the general partner of the Investor or a wholly-owned affiliate thereof serves as a managing member or managing general partner of the successor limited partner.

In the event the general partner of Developer is removed by the Investor for cause following default under the Partnership Agreement, the City hereby approves the Transfer of the general partner interest to a nonprofit corporation that is exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code (the "Code"), or a limited liability company whose sole member is a nonprofit corporation exempt from federal income taxation pursuant to Section 501(c)(3) of the Code, selected by the Investor and approved by the City in writing, which approval shall not be withheld unreasonably.

6.4. Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property or portion thereof if all of the following requirements are met (provided however, the requirements of this Section 6.4 shall not apply to permitted Transfers described in Section 6.3):
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete construction and operation of the Development and to otherwise fulfill the obligations undertaken by the Developer under this Agreement.

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20 (ii) The Developer and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of this Agreement, the Property or interest therein together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement, the City Regulatory Agreement, the City Documents and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement and the City Regulatory Agreement. (iv) The Transfer shall be effectuated pur suant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City Manager unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If the City rejects a proposed Transfer, the City, as applicable, shall provide the reasons for such rejection in writing within thirty (30) days following receipt of written request by Developer, and representatives of the City shall meet with Developer and the proposed transferee to discuss in good faith the reasons for the rejection and Developer’s and transferee’s responses thereto.

6.5. Effect of Transfer without City Consent.

6.5.1 In the absence of specific written agreement by the City, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement or the City Regulatory Agreement.

6.5.2 Without limiting any other remedy City may have under this Agreement, or under law or equity, this Agreement may be terminated by City if without the prior written approval of the City, Developer assigns or Transfers this Agreement or the Property. This Section 6.5.2 shall not apply to Transfers permitted under Section 6.3.

6.6. Recovery of City Costs. Developer shall reimburse City for all costs, including but not limited to attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to affect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten days following City’s delivery to Developer of an invoice detailing such costs. This Section 6.6 shall not apply to Transfers permitted under Section 6.3.

ARTICLE VII

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

7.1. Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property only for the purpose of securing loans approved pursuant to the approved Financing Plan for the purpose of financing the acquisition of the Property, the design and construction of the Improvements, other

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21 expenditures reasonably necessary for development of the Property pursuant to this Agreement, and the construction and/or refinancing of the Development. Developer shall not enter into any conveyance for such financing without the prior written approval of the City Manager or his or her designee. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

7.2. Holder Not Obligated to Construct. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated to construct or complete the Improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.

7.3. Notice of Default and Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property, and the Investor, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach, and City will accept tender of such cure as if delivered by the Developer.

7.4. City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property, City may (but has no obligation to) cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer, for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the City Deed of Trust.

7.5. Holder to be Notified. Developer, for itself, its successors and assigns, hereby warrants and agrees that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged by the holder prior to its creating any security right or interest in the Property.

7.6. Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Development lenders or Investors, provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

7.7. Estoppel Certificates. Any Party shall, at any time, and from time to time, within thirty (30) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

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22 ARTICLE VIII

ENVIRONMENTAL MATTERS

8.1. No City Liability; Developer’s Covenants. City shall not be responsible for the cost of any soil, groundwater or other environmental remediation or other response activities for any Hazardous Materials, if any, existing or occurring on the Property or any portion thereof, and Developer shall be solely responsible for all actions and costs associated with any such activities required by any regulatory agency with jurisdiction over the Property and/or required for the construction of the Development and the development of the Property, or any portion thereof. Upon receipt of any notice regarding the presence, release or discharge of Hazardous Materials in, on or under the Property, or any portion thereof, Developer agrees to timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the presence, release or discharge of such Hazardous Materials within such deadlines as specified by applicable Environmental Laws. Developer hereby covenants and agrees that:
(1) Developer shall not knowingly permit the Development or the Property or any portion of either to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence or release of Hazardous Materials in, on, under, about or from the Development or the Property with the exception of any previously disclosed existing conditions on the Property and cleaning supplies and other materials customarily used in construction, construction, use or maintenance of residential property and used, stored and disposed of in compliance with Environmental Laws, and (2) Developer shall keep and main tain the Development and the Property and each portion thereof in compliance with, and shall not cause or permit the Development or the Property or any portion of either to be in violation of, any Environmental Laws.

8.2. Environmental Indemnification. Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims, including without limitation any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and administrative, enforcement or judicial proceedings resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal or the alleged presence, release, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property, or (ii) the failure of Developer, Developer’s employees, agents, contractors, subcontractors, or any person acting on behalf of any of the foregoing to comply with Environmental Laws or the covenants set forth in Section 8.1. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws. The provisions of this Section 9.2 shall survive the issuance of a Certificate of Completion for the Development and the expiration or earlier termination of this Agreement. Developer’s indemnification obligation under this Section 8.2 shall not apply to acts described in clause (i) above caused by the gross negligence or willful misconduct of an Indemnitee.

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23 8.2.1 No Limitation. Developer hereby acknowledges and agrees that Developer’s duties, obligations and liabilities under this Agreement, including, without limitation, under Section

8.2 above, are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Materials, whether the City obtained such information from the Developer or from its own investigations. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

8.3. Hazardous Materials. As used herein, the term “Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products.

8.4. Environmental Laws. As used herein, the term “Environmental Laws” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by- products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or

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24 hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwater or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter- Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as each of the foregoing now exist or are hereafter amended, together with any regulations promulgated thereunder.

ARTICLE IX

DEFAULTS, REMEDIES AND TERMINATION

9.1. Event of Developer Default. The following events shall constitute an event of default on the part of Developer (“Event of Developer Default”):
(a) Subject to force majeure, Developer fails to commence or complete construction of the Development within the times set forth in Section 3.4, or abandons or suspends construction of the Development prior to completion for a period of sixty (60) days or more; (b) Developer fails to pay when due the principal and interest (if any) payable under the City Promissory Note and such failure continues for thirty (30) days after City notifies Developer thereof in writing;
(c) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VI;
(d) Developer fails to maintain insuran ce on the Property and the Development as required pursuant to this Agreement, and Developer fails to cure such default within ten (10) days following notice thereof from the City;
(e) Subject to Developer’s right to contest the following charges pursuant to Section 5.4, if Developer fails to pay prior to delinquency taxes or assessments due on the Property or the Development or fails to pay when due any other charge that may result in a lien on the Property or the Development, and Developer fails to cure such default within thirty (30) days of date of delinquency, but in all events upon the imposition of any such tax or other lien; (f) A default is declared in writing under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate re payment of such loan;

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25 (g) Any representation or warranty contained in this Agreement or in any financial statement, certificate or report submitted to the City in connection with this Agreement or Developer’s request for the City Loans proves to have been false in any material and adverse respect when made and continues to be materially adverse to the City; (h) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Developer (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Developer in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; (i) A court of competent jurisdiction shall have made or entered any decree or order:
(1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a pe tition seeking reorganization of the Developer or seeking any arrangement for Developer under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Developer; (j) Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution;
(k) The Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated;
(l) An event of default arises under this Agreement or any City Document and remains uncured beyond any applicable cure period; or
(m) Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 9.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, a Developer Event of Default shall not arise hereunder if Developer commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to

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26 completion and in no event later than ninety (90) days after receipt of notice of the default or such longer period as the City may allow.

9.2. City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of thirty (30) days after written notice thereof from Developer to City, or in the case of a default which cannot with due diligence be cured within thirty (30) days, City fails to commence to cure the default within thirty (30) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

9.3. City’s Right to Terminate Agreement. If an Event of Developer Default shall occur and be continuing beyond any applicable cure period, then City shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If City makes such election, City shall give written notice to Developer and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agreement shall expire and terminate on the date specified in such notice, and upon the date specified in the notice, this Agreement and all rights of Developer under this Agreement, shall expire and terminate.

9.4. City’s Remedies and Rights Upon an Event of Developer Default. Upon the occurrence of an Event of Developer Default and the expiration of any applicable cure period, City shall have all remedies available to it under law or equity, including, but not limited to the following.

City may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to this Agreement or the City Documents, exercise one or more of the following remedies:
(a) Accelerate and declare the balance of the City Promissory Note and interest accrued thereon immediately due and payable;
(b) Seek specific performance to enforce the terms of this Agreement or City Documents;
(c) Foreclose on the Property pursuant to the City Deed of Trust; (d) Pursue any and all other remedies available under law to enforce the terms of this Agreement and the City Documents and City’s rights thereunder.

9.5. Developer’s Remedies Upon an Event of City Default. Upon the occurrence of an City Event of Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Developer may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement.

9.6. Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same

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27 or different time, of any other rights or remedies for the same or any other default by the other Party.

Notwithstanding anything to the contrary set forth herein, a party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

9.7. Inaction Not a Waiver of Default. No failure or delay by any Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive any Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

ARTICLE X

INDEMNITY AND INSURANCE

10.1. Indemnity. Developer shall indemnify, defend (with counsel approved by City, such approval not to be unreasonably withheld) and hold Indemnitees harmless from and against any and all Claims, including without limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Developer’s or Developer’s contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Development or the Property, or any part thereof or otherwise arising out of or in connection with Developer’s performance under this Agreement. Developer’s indemnification obligations under this Section 10.1 shall not extend to Claims resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10.1 shall survive the issuance of a Certificate of Completion for the Development and the expiration or earlier termination of this Agreement. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

10.2. Insurance.
(a) Developer and all contractors working on behalf of Developer on the Development shall maintain the insurance coverage as described in the City Insurance Requirements attached hereto Exhibit K and incorporated herein. (b) Prior to closing of each of the City Loans, Developer shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. Each certificate shall contain all provisions required in the City Insurance Requirements. (c) If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Developer’s expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City.

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28 ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1. Brokers. Developer agrees to pay any real estate commission, brokerage fee, finder's fee, or other compensation due with respect to the acquisition of the Property, and agrees to defend, indemnify and hold harmless the City from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement.

11.2. Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by any Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Parties, acts or failures to act of any other public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other cause beyond the affected Party’s reasonable control. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Parties within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Parties within ten (10) days of receipt of the notice. None of the Parties shall unreasonably withhold consent to an extension of time pursuant to this Section.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer and City (acting in the discretion of its City Manager unless he or she determines in his or her discretion to refer such matter to the City Council). City and Developer acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the work of Improvements shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

11.3. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service;
City: City of Dublin
100 Civic Plaza
Dublin, CA 94568

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29 Attention: City Manager
(with copy to City Attorney)
Developer: Corona/Ely Ranch, Inc.
22645 Grand Street
Hayward, California 94541
Attention: Chief Executive Officer
The City agrees that it shall provide Developer's Investor a duplicate copy of all notices of default that the City may give to or serve in writing upon Developer pursuant to the terms of the Loan Documents, at an address provided to the City; provided, the City shall have no liability to the Investor for its failure to do so. The Investor shall have the right, but not the obligation, to cure any Default of Developer set forth in such notice, during any applicable cure period described in the Loan Documents, and the City will accept tender of such cure as if delivered by Developer.

11.4. Attorneys’ Fees. If any Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements.

11.5. Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties.

11.6. Binding on Successors. Subject to the restrictions on Transfers set forth in Article VI, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named party shall be deemed to apply to any permitted successor and assign of such party who has acquired an interest in compliance with this Agreement or under law.

11.7. Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all of the Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

11.8. Action or Approval. Except as may be otherwise specifically provided in this Agreement, whenever any approval, notice, direction, finding, consent, request, waiver, or other action by the City is required or permitted under this Agreement, such action may be given, made, or taken by the City Manager, or by any person who shall have been designated in writing by the City,

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30 without further approval by the City Council. Any such action shall be in writing. The Developer acknowledges that nothing in this Agreement (including any approval by the City Manager in accordance with this Agreement) shall limit, waive, or otherwise impair the authority and discretion of: (i) the City's Community Development Department, in connection with the review and approval of the proposed construction plans for the Development (or any change to such plans), or any use, or proposed use, of the Property, (ii) the City's issuance of a building permit, or (iii) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Development.

11.9. Entire Agreement. This Agreement, including the exhibits listed below, which are attached hereto and incorporated herein by this reference, together with the other City Documents, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof.

Exhibit A Legal Description of the Property
Exhibit B Preliminary Financing Plan
Exhibit C City Predevelopment Loan Promissory Note
Exhibit D City Predevelopment Loan Deed of Trust
Exhibit E City Construction/Permanent Loan Promissory Note Exhibit F City Construction/Permanent Loan Deed of Trust Exhibit G Schedule of Performance
Exhibit H Scope of Development
Exhibit I City Regulatory Agreement
Exhibit J Certificate of Completion
Exhibit K City Insurance Requirements

11.10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Amendment may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

11.11. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

11.12. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

11.13. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

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31 11.14. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Developer or its successors in interest in the event of any default or breach by City or for any amount which may become due to Developer or its successors in interest pursuant to this Agreement.

11.15. Time of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of California.

11.16. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

Any action to enforce or interpret this Agreement shall be filed in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California. [SIGNATURES ON FOLLOWING PAGE]

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32 IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above.

DEVELOPER: CITY:

CORONA/ELY RANCH, INC., a
California nonprofit public benefit
corporation
CITY OF DUBLIN, a California
corporation
By: By:

Linda Smith, City Manager
ATTEST:

By:

Marsha Moore, City Clerk
APPROVED AS TO FORM:

By:

City Attorney

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33 EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Alameda, City of Dublin, State of California, and is described as follows:

Parcel One:

Parcel 2 of Parcel Map No. 1920, filed December 1, 1976 in Book 94 of Parcel Maps, Pages 11 and 12, Alameda County Records.

Excepting therefrom:

That portion of land conveyed to the City of Dublin by Grant Deed Dated March 15, 2021, Recorded 03-26-21, as Instrument No. 2021123184, more particularly described as follows:

Real property, situate in the incorporated territory of the City of Dublin, County of Alameda, State of California, described as follows:

Being a portion of Parcel 2, as said Parcel 2 is shown and so designated on Parcel Map 1920, filed for record on December 1, 1976 in Book 94 of Parcel Maps, at Page 11, in the Office of the County Recorder of Alameda County, more particularly described as follows:

Beginning at the Northwestern corner of said Parcel 2;
Thence from said point of beginning, along the Northerly line of said Parcel 2, North 69° 08’ 15” East 31.11 feet;
Thence leaving said Northerly line, along the arc of a non-tangent 40.00 foot radius curve to the left, from which the center of said curve bears South 33° 42’ 04 East, through a central angle of 77° 09’ 41” an arc distance of 53.87 feet, to the Westerly line of said Parcel 2; Thence along said Westerly line, North 20° 51’ 45” West 39.00 feet to said point of beginning.

Parcel Two:

An Access Easement, not to be exclusive, together with the right of ingress and egress therefor, in, over, along and across that certain land situated in the Township of Pleasanton, County of Alameda, State of California, described as follows:

Beginning at the most Western corner of the parcel of land described in the Deed from Amfac Merchandising Corporation, a California corporation to Baydale, Inc., a Delaware corporation, recorded December 28, 1971, Reel 3026, Image 888, Recorder's Series No. 71-169856, Alameda County Records; thence through a portion of the last named parcel of land and along the Northwestern boundary line thereof, North 69° 08' 15" East, 329.29 feet; thence at right angles to the last named line South 20° 51' 45" East, 71.00 feet to the Northeastern corner of the parcel of land described in the Deed from Baydale, Inc., a Delaware corporation, to Amfac Merchandising Corporation, a California corporation, recorded April 12, 1972, Reel 3104 Image 883, Recorder's Series No. 72-47311, Alameda County Records; thence along the last named line South 69° 08' 15" West 329.29 feet to the Northeastern line of Regional Street being the parcel of land described as Parcel One in the Deed from Motel Interstate Systems, Inc., to the County of Alameda, recorded March 8, 1971, Reel 2802 Image 404, Recorder's Series No.

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34 71-26256, Alameda County Records; thence along the last named line North 20° 51' 45" West,

71.00 feet to the point of beginning.

Assessor's Parcel No. 941-1500-025-2 (Affects this and other property)

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35 EXHIBIT B

PRELIMINARY FINANCING PLAN
Project Sources and Uses
The following table illustrates the initial funding sources of funding by stage.

Construction
Financing Stage
Permanent Financing Stage Perm Sources by
Unit
Construction Loan $57,294,564.00
Alameda County A1 $5,048,319.00 $5,048,319.00 $44,675.39 City Local Housing
Trust Fund
$3,333,333.00 $3,333,333.00
$29,498.52
Land Donation $8,400,000.00 $8,400,000.00 $74,336.28
Permanent Mortgage $2,472,983.00 $21,884.81
HCD – NPLH $9,776,465.00 $86,517.39
HCD – MHP $18,337,732.00 $162,280.81
Deferred Developer
Fee
$1,300,000.00 $11,504.42
Investor Capital
Contribution
$3,238,669.00 $32,386,693.00
$286,607.90
Deferred Cost Until
Conversion
$3,740,640.00
TOTAL SOURCES $81,055,525.00 $81,055,525.00
The table below itemizes the preliminary total development costs by stage.

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36 Construction Financing
Stage
Permanent Financing Stage Uses by Unit
Total Acquisition
Cost
$8,505,150.00 $8,505,150.00 $75,266.81
Hard Cost $50,788,250.00 $50,788,250.00 $449,453.53
Soft Cost $1,800,000.00 $1,800,000.00 $15,929.20
Construction
Interest and Fees
$4,248,769.00 $4,248,769.00 $37,599.72
Permanent
Financing
Costs
$915,747.00 $950,747.00
$8,413.69
Attorney Costs $40,000.00 $40,000.00 $353.98
Reserves and
Appraisal
Cost
10,000.00 1,015,640.00 $8,987.96
Construction
Contingency
$2,543,170 $2,543,170.00
$22,505.93
Other Costs $7,521,799.00 $7,521,799.00 $66,564.59
Developer Costs $800,000.00 $3,500,000.00 $30,973.45
Syndication Costs $142,000.00 $142,000.00 $1,256.64
Cost Deferred
Until
Conversion
$3,740,640.00 $33,103.01
32,481.14

TOTAL DEV
COSTS $81,055,525.00 $81,055,525.00 $717,305.53

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37 EXHIBIT C

CITY PREDEVELOPMENT LOAN PROMISSORY NOTE

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1 PROMISSORY NOTE
(Regional Street Apartments)
$1,000,000 Dublin, California
_________, 202_
FOR VALUE RECEIVED, the undersigned Corona/Ely Ranch, Inc., a California nonprofit public benefit corporation ("Borrower"), hereby promises to pay to the order of the City of Dublin, a California municipal corporation ("Holder"), 100 Civic Plaza, Dublin, California, 94568, Attn: ___________________, the principal amount of One Million Dollars ($1,000,000), plus interest thereon pursuant to Section 2 below (the “City Predevelopment Loan”).

1. Borrower's Obligation. This promissory note (the "Note") evidences Borrower's obligation to pay Holder the principal amount of One Million Dollars ($1,000,000) with interest for the funds loaned to Borrower by Holder pursuant to the Affordable Housing Assistance Agreement between Borrower and Holder dated ______________, 2023 (the "Loan Agreement"). All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Loan Agreement.

2. Interest. The City Predevelopment Loan bears interest from the date of this Note at three percent (3%) interest, until full repayment of the outstanding balance of the City Predevelopment Loan.

3. Term and Repayment Requirements. All outstanding principal and interest under this Note shall be paid in full on the earliest to occur of (i) a Developer Event of Default under the Loan Agreement for which the Holder exercises its right to cause the City Predevelopment Loan to become immediately due and payable, and (ii) the Construction Loan Closing (as those terms are defined in the Loan Agreement).

4. Disbursements. All disbursements sha ll be in accordance with the terms of the Loan Agreement.

5. Prepayment. Borrower may prepay the City Predevelopment Loan at any time without penalty or fee.

6. Assumption. This Note shall not be assumable by the successors and assigns of Borrower without the prior written consent of Holder unless the assignment complies with Section 6.3 of the Loan Agreement. Holder may assign its interest in the Note to any person or entity in Holder's sole discretion.

7. Security. This Note shall be secured by the Deed of Trust on the Property, wherein Borrower is the trustor and Holder is the beneficiary. The terms of the Deed of Trust are hereby incorporated into this Note and made a part hereof. This Note is nonrecourse to Borrower and the general and limited partners of the Borrower, and the sole recourse of Holder

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2 with respect to the payment of the principal of, and interest on this Note shall be to the Property and the Improvements and any other collateral held by Holder as security for this Note; provided however, nothing contained herein is intended to relieve the Borrower of liability to the extent of any loss for fraud or intentional misrepresentation, or bad faith, waste, willful misrepresentation by the Borrower; or the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); or be deemed in any way to limit the rights of the Holder to obtain specific performance by the Borrower of its covenants under the City Documents, other than the covenants to pay the Holder principal and interest due under this Note.

8. Terms of Payment.
(a) All payments due under this Note shall be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.
(b) All payments on this Note shall be paid to Holder at the address set forth in the first paragraph of this Note, or to such other place as Holder of this Note may from time to time designate.
(c) All payments on this Note shall be without expense to Holder, and Borrower agrees to pay all costs and expenses, including reconveyance fees and reasonable attorney's fees of Holder, incurred in connection with the payment of this Note and the release of any security hereof.
(d) Notwithstanding any other provision of this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of interest which would exceed the amount that Holder may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate.

9. Default.
(a) Any of the following shall constitute an event of default under this Note:
(i) Any failure to pay, in full, any payment required under this Note when due following written notice by the Holder of such failure and ten (10) days opportunity to cure;

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3 (ii) Any failure in the performance by Borrower of any term, condition, provision or covenant set forth in this Note subject to the notice and cure period set forth in Section 9.1 of the Loan Agreement; and
(iii) The occurrence of any Borrower event of default under the Loan Agreement, the Deed of Trust, the Regulatory Agreement, or other instrument securing the obligations of Borrower under this Note or under any other promissory notes hereafter issued by Borrower to Holder pursuant to the Loan Agreement or the Deed of Trust (the "City Loan Documents"), subject to notice and cure periods, if any, set forth therein. (b) Upon the occurrence of one or more of the foregoing events of default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note and the Deed of Trust shall at the option of Holder become immediately due and payable upon written notice by Holder to Borrower without further demand.
(c) Holder's failure to exercise the remedy set forth in Subsection 9(b) above or any other remedy provided by law upon the occurrence of one or more of the foregoing events of default shall not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other default. The acceptance by Holder hereof of any payment which is less than the total of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law.
(d) Notwithstanding anything herein to the contrary, Holder hereby agrees that any cure of any default made or tendered by one or more of Borrower's limited partners shall be deemed a cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower. Copies of all notices which are sent hereunder to Borrower shall be sent to Borrower's limited partners at the address provided pursuant to Section 11.3 of the Loan Agreement.

10. Waivers.
(a) Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. (b) Any extension of time for paymen t of this Note or any installment hereof made by agreement of Holder with any person now or hereafter liable for payment of this Note shall not operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.

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4 (c) The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever.

11. Miscellaneous Provisions.
(a) All notices to Holder or Borrower shall be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as Holder and Borrower may therein designate.
(b) Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement. (c) This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
(d) This Note shall be governed by and construed in accordance with the laws of the State of California.
(e) The times for the performance of any obligations hereunder shall be strictly construed, time being of the essence.
(f) This document, together with the City Loan Documents, contains the entire agreement between the parties as to the City Predevelopment Loan. It may not be modified except upon written consent of the parties.

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5 IN WITNESS WHEREOF, Borrower is executing this Promissory Note as of the date first above written.

Corona/Ely Ranch, Inc.,
a California nonprofit
public benefit corporation
By:

Name:
5365400.3

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38 EXHIBIT D

CITY PREDEVELOPMENT LOAN DEED OF TRUST

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1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attn: City Manager
No fee for recording pursuant to
Government Code Section 27383 and 27388.1

DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT, AND FIXTURE FILING
(Regional Street Apartments)

THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING ("Deed of Trust") is made as of _____________, 202__, by and among Corona/Ely Ranch, Inc., a California nonprofit public benefit corporation ("Trustor"), ________________Title Company ("Trustee"), and the City of Dublin, a California municipal corporation ("Beneficiary").

FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's interest in the property located in the County of Alameda, State of California, that is described in the attached Exhibit A, incorporated herein by this reference (the "Property");
TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property;
TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed,

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2 adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property;
TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Paragraph 4.1 herein;
TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and
TOGETHER WITH all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing.

All of the foregoing, together with the Property, is herein referred to as the "Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever.

FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS (the "Secured Obligations"):
(a) Payment to Beneficiary of all sums at any time owing under or in connection with the Note (defined in Section 1.3 below) until paid or cancelled and any other amounts owing under the Loan Documents (defined in Section 1.2 below). Said principal and other payments shall be due and payable as provided in the Note or other Loan Documents, as applicable. The

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3 Note and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced;
(b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein;
(c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents; and
(d) All modifications, extensions and renewals of any of the Secured Obligations (including without limitation, (i) modifications, extensions or renewals at a different rate of interest, or (ii) deferrals or accelerations of the required principal payment dates or interest payment dates or both, in whole or in part), however evidenced, whether or not any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

ARTICLE 1

DEFINITIONS
In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust:

Section 1.1 The term "Loan Agreement" means that certain Affordable Housing Assistance Agreement between Trustor and Beneficiary, dated ___________, 2023. The Loan Agreement requires Beneficiary to make a predevelopment loan to Trustor in the amount of One Million Dollars ($1,000,000).

Section 1.2 The term "Loan Documents" means this Deed of Trust, the Note, the Loan Agreement, the Regulatory Agreement, and any other debt, loan or security instruments between Trustor and the Beneficiary relating to the Property.

Section 1.3 The term "Note" means the promissory note in the principal amount of One Million Dollars ($1,000,000), of even date herewith, executed by Trustor in favor of the Beneficiary, as it may be amended or restated, the payment of which is secured by this Deed of Trust. (A copy of the Note is on file with the Beneficiary and terms and provisions of the Note are incorporated herein by reference.)
Section 1.4 The term "Principal" means the amount required to be paid under the Note.

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4 Section 1.5 The term "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith by and between the Beneficiary and the Trustor.

ARTICLE 2

MAINTENANCE AND MODIFICATION OF THE

PROPERTY AND SECURITY
Section 2.1 Maintenance and Modification of the Property by Trustor.

The Trustor agrees that at all times prior to full payment and performance of the Secured Obligations, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition, reasonable wear and tear excepted. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security.

Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any obligation, to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the Loan Documents; provided, however, that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided.

Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall specify upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security. Nothing herein contained shall require Trustor to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Alameda County, a surety bond in an amount 1 and 1/2 times the amount of such claim item to protect against a claim of lien.

Section 2.2 Granting of Easements.

Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without

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5 limitation, water, gas, electricity, sewer, telephone and telegraph, or those otherwise required by law, and as approved, in writing, by Beneficiary.

Section 2.3 Assignment of Rents.

As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents and revenues of the Property including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable. Trustor hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of the Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and revenues so collected to the Secured Obligations with the balance, so long as no such breach has occurred, to the account of Trustor, it being intended by Trustor and Beneficiary that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, and without the necessity of Beneficiary entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this Section 2.3 as the same becomes due and payable, including but not limited to rents then due and unpaid, and all such rents shall immediately upon delivery of such notice be held by Trustor as trustee for the benefit of Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of the breach by Trustor shall contain a statement that Beneficiary exercises its rights to such rents.

Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Beneficiary to Trustor, each tenant of the Property shall make such rents payable to and pay such rents to Beneficiary or Beneficiary's agents on Beneficiary's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each rental unit, without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor.

Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, that Trustor has not performed, and will not perform, any acts or has not executed and will not execute, any instrument which would prevent Beneficiary from exercising its rights under this Section 2.3, and that at the time of execution of this Deed of Trust, there has been no anticipation or prepayment of any of the rents of the Property for more than two (2) months prior to the due dates of such rents. Trustor covenants that Trustor will not hereafter collect or accept payment of any rents of the Property more than two (2) months prior to the due dates of such rents. Trustor further covenant that Trustor will execute and deliver to Beneficiary such further assignments of rents and revenues of the Property as Beneficiary may from time to time request.

Upon Trustor's breach of any covenant or agreement of Trustor in the Loan Documents, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Beneficiary's security, enter upon and take and maintain full control of the Property in order to

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6 perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or termination of contracts providing for the management or maintenance of the Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver shall be entitled to receive a reasonable fee for so managing the Property.

All rents and revenues collected subsequent to delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents shall be applied first to the costs, if any, of taking control of and managing the Property and collecting the rents, including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments and other charges on the Property, and the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Property and then to the sums secured by this deed of Trust. Beneficiary or the receiver shall have access to the books and records used in the operation and maintenance of the Property and shall be liable to account only for those rents actually received. Beneficiary shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Property by reason of anything done or left undone by Beneficiary under this Section 2.3.

If the rents of the Property are not sufficient to meet the costs, if any, of taking control of and managing the Property and collecting the rents, any funds expended by Beneficiary for such purposes shall become part of the Secured Obligations pursuant to Section 3.3 hereof. Unless Beneficiary and Trustor agree in writing to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof and shall bear interest from the date of disbursement at the rate stated in Section 3.3.

Any entering upon and taking and maintaining of control of the Property by Beneficiary or the receiver and any application of rents as provided herein shall not cure or waive any default hereunder or invalidate any other right or remedy of Beneficiary under applicable law or provided herein. This assignment of rents of the Property shall terminate at such time as this Deed of Trust ceases to secure the Secured Obligations.

ARTICLE 3
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes, Other Governmental Charges and Utility Charges.

Trustor shall pay, or cause to be paid, prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate

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7 proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3.1 shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies.

In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, shall become part of the Secured Obligations secured hereby, and Trustor agrees to pay all such amounts.

Section 3.2 Provisions Respecting Insurance.

Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times until all amounts secured by this Deed of Trust have been paid and all Secured Obligations secured hereunder fulfilled, and this Deed of Trust reconveyed.

All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to Trustor's satisfaction of the Secured Obligations.

Section 3.3 Advances.

In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least seven (7) days prior notice to Trustor, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Beneficiary shall become part of the Secured Obligations (together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of ten percent (10%) per annum or the maximum rate permitted by law.

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8 ARTICLE 4

DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4.1 Awards and Damages.

All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (1) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property (collectively, the "Funds") shall be used to repair or restore the Property, but if the property cannot be repaired or restored such Funds are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust. The rights of the Beneficiary under this Section 4.1 are subject to the rights of any senior mortgage lender. The Beneficiary shall release the Funds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that Trustor (taking into account the Funds) has sufficient funds to rebuild the improvements in substantially the form they existed prior to the casualty or condemnation.

ARTICLE 5
AGREEMENTS AFFECTING THE PROPERTY; FURTHER
ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST
Section 5.1 Other Agreements Affecting Property.

The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof.

Section 5.2 Agreement to Pay Attorneys' Fees and Expenses.

In the event of any Event of Default (as defined in Section 7.1) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the Secured

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9 Obligations, and shall bear interest from the date such expenses are incurred at the lesser of ten percent (10%) per annum or the maximum rate permitted by law.

Section 5.3 Payment of the Principal.

The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein.

Section 5.4 Personal Property.

To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code.

Section 5.5 Financing Statement.

The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts which the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument.

Section 5.6 Operation of the Security.

The Trustor shall operate the Security (and, in case of a transfer of a portion of the Security subject to this Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Loan Documents.

Section 5.7 Inspection of the Security.

At any and all reasonable times upon seventy-two (72) hours' notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Security.

Section 5.8 Nondiscrimination.

The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or

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10 occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land.

ARTICLE 6

HAZARDOUS WASTE
Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions ("Environmental Laws") on, under or about the Property including, but not limited to, soil and ground water conditions.

Trustor shall not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials") except (a) as permitted under Environmental Laws; or (b) such of the foregoing as may be customarily used in construction or operation of a multi-family residential development.

Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law"); and (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Claims").

Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims.

Beneficiary shall have its reasonable attorneys' fees in connection therewith paid by Trustor, provided Trustor has failed, based on reasonable evidence produced by Beneficiary, to adequately defend such Hazardous Materials Claims. Trustor shall indemnify, defend, and hold harmless Beneficiary and its councilmembers, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property, including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and (b), including but not limited to reasonable attorneys' fees and consultant's fees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (1) losses attributable to diminution in the value of the Property; (2) loss or restriction of use of rentable space on the Property; (3) adverse effect on the marketing of any rental space on the Property; and (4) penalties and fines levied by, and remedial or enforcement actions of any kind issued by

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11 any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Property and surrounding properties).

Without Beneficiary's prior written consent, which shall not be unreasonably delayed or withheld, Trustor shall not take any Environmental Measure or other remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgement, impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if (i) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary.

The Trustor hereby acknowledges and agrees that (i) this Article is intended as the Beneficiary's written request for information (and the Trustor's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5, and (ii) each representation and warranty in this Deed of Trust or any of the other Loan Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the Beneficiary and the Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736.

In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting the Beneficiary's or the Trustee's rights and remedies under this Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or

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12 threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the default rate specified in the Loan Agreement until paid, shall be added to the indebtedness secured by this Deed of Trust and shall be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action.

ARTICLE 7

EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default.

The following shall constitute events of default ("Events of Default") following the expiration of any applicable notice and cure periods: (1) failure to make any payment to be paid by Trustor under the Loan Documents; (2) failure to observe or perform any of Trustor's other covenants, agreements or obligations under the Loan Documents, including, without limitation, the provisions concerning discrimination; (3) failure to make any payment or observe or perform any of Trustor's other covenants, agreements, or obligations under any other debt instrument or regulatory agreement secured by the Property, which default shall not be cured within the times and in the manner provided therein; or (4) a default is declared under the Approved Financing by the lender of such Approved Financing. Notwithstanding anything to the contrary contained herein, Beneficiary hereby agrees that any cure of any default made or tendered by one or more of Trustor's limited partners shall be deemed a cure by the Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor. Copies of all notices which are sent to Trustor hereunder shall be sent to Investor Limited Partner at the address set forth in the Loan Agreement, and the Investor Limited Partner shall have the right, but not the obligation to cure an Event of Default hereunder, and Beneficiary will accept tender of such cure as if delivered by Trustor.

Section 7.2 Acceleration of Maturity.

If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default and all unpaid Secured Obligations shall immediately become due and payable, upon written notice by the Beneficiary to the Trustor (or automatically where so specified in the Loan Documents), and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right.

Section 7.3 The Beneficiary's Right to Enter and Take Possession.

If an Event of Default shall have occurred and be continuing, the Beneficiary may:
(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of

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13 the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any Event of Default or Notice of Sale (as defined below) hereunder or invalidate any act done in response to such Event of Default or pursuant to such Notice of Sale, and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale;
(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold ("Notice of Sale"), which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Alameda County; or
(d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing the Secured Obligations.

Section 7.4 Foreclosure By Power of Sale.

Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall deliver to the Trustee the Notice of Sale and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the Secured Obligations are immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require.
(a) Upon receipt of the Notice of Sale from the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Sale as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in the Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds

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14 of sale to payment of: (i) the unpaid Principal amount of the Note; (ii) all other Secured Obligations owed to Beneficiary under the Loan Documents; (iii) all other sums then secured hereby; and (iv) the remainder, if any, to Trustor.
(c) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

Section 7.5 Receiver.

If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated.

Section 7.6 Remedies Cumulative.

No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity.

Section 7.7 No Waiver.
(a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary.

Beneficiary's express or implied consent to breach, or waiver of, any obligation of the Trustor hereunder shall not be deemed or construed to be a consent to any subsequent breach, or further waiver, of such obligation or of any other obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor.
(b) If the Beneficiary (i) grants forbearance or an extension of time for the payment or performance of any Secured Obligation, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted in the Loan Documents, (iv) releases any part of the Security from the lien of this Deed of Trust, or

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15 otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or (vi) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby.

Section 7.8 Suits to Protect the Security.

The Beneficiary shall have power to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (b) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary.

Section 7.9 Trustee May File Proofs of Claim.

In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date.

Section 7.10 Waiver.

The Trustor waives presentment, demand for payment, notice of dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in taking any action to collect any Secured Obligations or in proceedings against the Security, in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Deed of Trust.

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16 ARTICLE 8

MISCELLANEOUS
Section 8.1 Amendments.

This Deed of Trust cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor.

Section 8.2 Reconveyance by Trustee.

Upon written request of Beneficiary stating that all Secured Obligations have been paid or forgiven, and all obligations under the Loan Documents have been performed in full, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

Section 8.3 Notices.

Formal notices, demands, and communications between the Parties shall be sufficiently given if and shall not be deemed given unless (a) dispatched by registered or certified mail, postage prepaid, return receipt requested, (b) delivered by express delivery service, return receipt requested, (c) delivered personally, or (d) sent by electronic mail, provided that any notice sent by electronic mail must be followed by notice delivered under either (a), (b), or (c) within 2 business days. All such notices shall be delivered to the principal office of the Parties as follows:

Borrower: Corona/Ely Ranch, Inc.
22645 Grand Street
Hayward, CA 94541
Attention: Chief Executive Officer
City: City of Dublin
37101 Dublin Blvd.

Dublin, CA 94560
Attn: Community Development Director
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable) except that any electronic mail received after 5:00 p.m. shall be deemed to have been received on the next business day.

Section 8.4 Successors and Joint Trustors.

Where an obligation created herein is binding upon Trustor, the obligation shall also apply to and bind any transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an obligation of the Trustor and a transferee, such obligation shall be

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17 deemed to be a joint and several obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all obligations of Trustor shall be deemed to be a joint and several obligation of each and every entity and person comprising Trustor.

Section 8.5 Captions.

The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust.

Section 8.6 Invalidity of Certain Provisions.

Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

Section 8.7 Governing Law.

This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California.

Section 8.8 Gender and Number.

In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires.

Section 8.9 Deed of Trust, Mortgage.

Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage.

Section 8.10 Actions.

Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security.

Section 8.11 Substitution of Trustee.

Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and

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18 substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee.

Section 8.12 Statute of Limitations.

The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law.

Section 8.13 Acceptance by Trustee.

Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.

Section 8.14 Tax Credit Provisions.

Notwithstanding anything to the contrary contained herein or in any documents secured by this Deed of Trust or contained in any subordination agreement, the Beneficiary acknowledges and agrees that in the event of a foreclosure or deed-in-lieu of foreclosure (collectively, "Foreclosure") with respect to the Security encumbered by this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986 (26 USC 42 (h)(6)(E)(ii)), as amended, shall apply:

For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by a Regulatory Agreement with the California Tax Credit Allocation Committee, (i) none of the tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. [SIGNATURES TO FOLLOW ON NEXT PAGE]

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19 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written.

TRUSTOR:

CORONA/ELY RANCH, INC.,
a California nonprofit public benefit corporation
By:

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: _______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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$

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Alameda, City of Dublin, State of California, and is described as follows:

Parcel One:

Parcel 2 of Parcel Map No. 1920, filed December 1, 1976 in Book 94 of Parcel Maps, Pages 11 and 12, Alameda County Records.

Excepting therefrom:

That portion of land conveyed to the City of Dublin by Grant Deed Dated March 15, 2021, Recorded 03-26-21, as Instrument No. 2021123184, more particularly described as follows:

Real property, situate in the incorporated territory of the City of Dublin, County of Alameda, State of California, described as follows:

Parcel Two:

Beginning at the most Western corner of the parcel of land described in the Deed from Amfac Merchandising Corporation, a California corporation to Baydale, Inc., a Delaware corporation, recorded December 28, 1971, Reel 3026, Image 888, Recorder's Series No. 71-169856, Alameda County Records; thence through a portion of the last named parcel of land and along the Northwestern boundary line thereof, North 69° 08' 15" East, 329.29 feet; thence at right angles to the last named line South 20° 51' 45" East, 71.00 feet to the Northeastern corner of the parcel of land described in the Deed from Baydale, Inc., a Delaware corporation, to Amfac Merchandising Corporation, a California corporation, recorded April 12, 1972, Reel 3104 Image 883, Recorder's Series No. 72-47311, Alameda County Records; thence along the last named line South 69° 08' 15" West 329.29 feet to the Northeastern line of Regional Street being the parcel of land described as Parcel One in the Deed from Motel Interstate Systems, Inc., to the County of Alameda, recorded March 8, 1971, Reel 2802 Image 404, Recorder's Series No.

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$
71-26256, Alameda County Records; thence along the last named line North 20° 51' 45" West,

71.00 feet to the point of beginning.

Assessor's Parcel No. 941-1500-025-2 (Affects this and other property)

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39 EXHIBIT E

CITY CONSTRUCTION/PERMANENT LOAN PROMISSORY NOTE

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1 PROMISSORY NOTE
(Regional Street Apartments)
$3,333,333 Dublin, California
_________, 202_
FOR VALUE RECEIVED, the undersigned _________________________ ("Borrower"), hereby promises to pay to the order of the City of Dublin, a California municipal corporation ("Holder"), 100 Civic Plaza, Dublin, California, 94568, Attn:
___________________, the principal amount of Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333), plus interest thereon pursuant to Section 2 below (the “City Construction/Permanent Loan”).

1. Borrower's Obligation. This promissory note (the "Note") evidences Borrower's obligation to pay Holder the principal amount of the City Construction/Permanent Loan loaned to Borrower by Holder pursuant to the Affordable Housing Assistance Agreement between Borrower and Corona/Ely Ranch, Inc. dated ______________, 2023 (the "AHAA").

All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the AHAA.

2. Interest. The City Construction/Permanent Loan bears interest from the date of this Note at three percent (3%) interest, until full repayment of the outstanding balance of the City Construction/Permanent Loan.

3. Term and Repayment Requirements. Principal and interest under this Note in the amount of the City Pro rata Percentage of Fifty Percent (50%) of the Residual Receipts is due and payable as set forth in Section 4.9 of the AHAA. The unpaid principal balance hereunder, together with accrued interest thereon, is due and payable no later than the date that is the fifty-fifth (55
th) anniversary of the date that a final certificate of occupancy is issued by the City of Dublin to certify that the construction of the Development is complete and the Development may be legally occupied (the "Completion Date").

4. Disbursements. All disbursements sha ll be in accordance with the terms of the AHAA.

5. Prepayment. Borrower may prepay the City Construction/Permanent Loan at any time without penalty or fee.

6. Assumption. This Note shall not be assumable by the successors and assigns of Borrower without the prior written consent of Holder unless the assignment complies with Section 6.3 of the AHAA. Holder may assign its interest in the Note to any person or entity in Holder's sole discretion.

7. Security. This Note shall be secured by the Deed of Trust on the Property, wherein Borrower is the trustor and Holder is the beneficiary. The terms of the Deed of Trust

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2 are hereby incorporated into this Note and made a part hereof. This Note is nonrecourse to Borrower and the general and limited partners of the Borrower, and the sole recourse of Holder with respect to the payment of the principal of, and interest on this Note shall be to the Property and the Improvements and any other collateral held by Holder as security for this Note; provided however, nothing contained herein is intended to relieve the Borrower of liability to the extent of any loss for fraud or intentional misrepresentation, or bad faith, waste, willful misrepresentation by the Borrower; or the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); or be deemed in any way to limit the rights of the Holder to obtain specific performance by the Borrower of its covenants under the City Documents, other than the covenants to pay the Holder principal and interest due under this Note.

9. Default.
(a) Any of the following shall constitute an event of default under this Note:
(i) Any failure to pay, in full, any payment required under this Note when due following written notice by the Holder of such failure and ten (10) days opportunity to cure;

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3 (ii) Any failure in the performance by Borrower of any term, condition, provision or covenant set forth in this Note subject to the notice and cure period set forth in Section 9.1 of the AHAA; and
(iii) The occurrence of any Borrower event of default under the AHAA, the City Construction/Permanent Loan Deed of Trust, the Regulatory Agreement, or other instrument securing the obligations of Borrower under this Note or under any other promissory notes hereafter issued by Borrower to Holder pursuant to the AHAA or the City Construction/Permanent Loan Deed of Trust (the "City Loan Documents"), subject to notice and cure periods, if any, set forth therein.
(b) Upon the occurrence of one or more of the foregoing events of default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note and the Deed of Trust shall at the option of Holder become immediately due and payable upon written notice by Holder to Borrower without further demand.
(c) Holder's failure to exercise the remedy set forth in Subsection 9(b) above or any other remedy provided by law upon the occurrence of one or more of the foregoing events of default shall not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other default. The acceptance by Holder hereof of any payment which is less than the total of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law.
(d) Notwithstanding anything herein to the contrary, Holder hereby agrees that any cure of any default made or tendered by one or more of Borrower's limited partners shall be deemed a cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower. Copies of all notices which are sent hereunder to Borrower shall be sent to Borrower's limited partners at the address provided pursuant to Section 11.3 of the AHAA.

10. Waivers.
(a) Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. (b) Any extension of time for paymen t of this Note or any installment hereof made by agreement of Holder with any person now or hereafter liable for payment of this Note shall not operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.

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4 (c) The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever.

11. Miscellaneous Provisions.
(a) All notices to Holder or Borrower shall be given in the manner and at the addresses set forth in the AHAA, or to such addresses as Holder and Borrower may therein designate.
(b) Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement. (c) This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
(d) This Note shall be governed by and construed in accordance with the laws of the State of California.
(e) The times for the performance of any obligations hereunder shall be strictly construed, time being of the essence.
(f) This document, together with the City Loan Documents, contains the entire agreement between the parties as to the City Construction/Permanent Loan. It may not be modified except upon written consent of the parties.

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5 IN WITNESS WHEREOF, Borrower is executing this Promissory Note as of the date first above written.

By:

Name:
5379382.1

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40 EXHIBIT F

CITY CONSTRUCTION/PERMANENT LOAN DEED OF TRUST

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1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attn: City Manager
No fee for recording pursuant to
Government Code Section 27383 and 27388.1

DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT, AND FIXTURE FILING
(Regional Street Apartments)

THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING ("Deed of Trust") is made as of _____________, 202__, by and among _________________________ ("Trustor"), ________________Title Company ("Trustee"), and the City of Dublin, a California municipal corporation ("Beneficiary").

FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's interest in the property located in the County of Alameda, State of California, that is described in the attached Exhibit A, incorporated herein by this reference (the "Property");
TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property;
TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed,

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2 adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property;
TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Paragraph 4.1 herein;
TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and
TOGETHER WITH all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing.

FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS (the "Secured Obligations"):
(a) Payment to Beneficiary of all sums at any time owing under or in connection with the Note (defined in Section 1.3 below) until paid or cancelled and any other amounts owing under the Loan Documents (defined in Section 1.2 below). Said principal and other payments shall be due and payable as provided in the Note or other Loan Documents, as applicable. The

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3 Note and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced;
(b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein;
(c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents; and
(d) All modifications, extensions and renewals of any of the Secured Obligations (including without limitation, (i) modifications, extensions or renewals at a different rate of interest, or (ii) deferrals or accelerations of the required principal payment dates or interest payment dates or both, in whole or in part), however evidenced, whether or not any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

ARTICLE 1

DEFINITIONS
In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust:

Section 1.1 The term "Loan Agreement" means that certain Affordable Housing Assistance Agreement between Trustor and Beneficiary, dated ___________, 2023.

Section 1.3 The term "Note" means the promissory note in the principal amount of Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($3,333,333), of even date herewith, executed by Trustor in favor of the Beneficiary, as it may be amended or restated, the payment of which is secured by this Deed of Trust. (A copy of the Note is on file with the Beneficiary and terms and provisions of the Note are incorporated herein by reference.)
Section 1.4 The term "Principal" means the amount required to be paid under the Note.

Section 1.5 The term "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith by and between the Beneficiary and the Trustor.

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4 ARTICLE 2

MAINTENANCE AND MODIFICATION OF THE

PROPERTY AND SECURITY
Section 2.1 Maintenance and Modification of the Property by Trustor.

Section 2.2 Granting of Easements.

Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those otherwise required by law, and as approved, in writing, by Beneficiary.

Section 2.3 Assignment of Rents.

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5 As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents and revenues of the Property including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable. Trustor hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of the Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and revenues so collected to the Secured Obligations with the balance, so long as no such breach has occurred, to the account of Trustor, it being intended by Trustor and Beneficiary that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, and without the necessity of Beneficiary entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this Section 2.3 as the same becomes due and payable, including but not limited to rents then due and unpaid, and all such rents shall immediately upon delivery of such notice be held by Trustor as trustee for the benefit of Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of the breach by Trustor shall contain a statement that Beneficiary exercises its rights to such rents.

Upon Trustor's breach of any covenant or agreement of Trustor in the Loan Documents, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Beneficiary's security, enter upon and take and maintain full control of the Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or

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6 termination of contracts providing for the management or maintenance of the Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver shall be entitled to receive a reasonable fee for so managing the Property.

ARTICLE 3
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes, Other Governmental Charges and Utility Charges.

Trustor shall pay, or cause to be paid, prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any

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7 part of the Security; provided, however, if such taxes, assessments or charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3.1 shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies.

Section 3.2 Provisions Respecting Insurance.

Section 3.3 Advances.

ARTICLE 4

DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4.1 Awards and Damages.

All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (1) taking of all or any part of or any interest in the Property by or under

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8 assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property (collectively, the "Funds") shall be used to repair or restore the Property, but if the property cannot be repaired or restored such Funds are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust. The rights of the Beneficiary under this Section 4.1 are subject to the rights of any senior mortgage lender. The Beneficiary shall release the Funds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that Trustor (taking into account the Funds) has sufficient funds to rebuild the improvements in substantially the form they existed prior to the casualty or condemnation.

ARTICLE 5
AGREEMENTS AFFECTING THE PROPERTY; FURTHER
ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST
Section 5.1 Other Agreements Affecting Property.

Section 5.2 Agreement to Pay Attorneys' Fees and Expenses.

In the event of any Event of Default (as defined in Section 7.1) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the Secured Obligations, and shall bear interest from the date such expenses are incurred at the lesser of ten percent (10%) per annum or the maximum rate permitted by law.

Section 5.3 Payment of the Principal.

The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein.

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9 Section 5.4 Personal Property.

Section 5.5 Financing Statement.

Section 5.6 Operation of the Security.

Section 5.7 Inspection of the Security.

Section 5.8 Nondiscrimination.

The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land.

ARTICLE 6

HAZARDOUS WASTE
Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations

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10 relating to industrial hygiene or to the environmental conditions ("Environmental Laws") on, under or about the Property including, but not limited to, soil and ground water conditions.

Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims.

Beneficiary shall have its reasonable attorneys' fees in connection therewith paid by Trustor, provided Trustor has failed, based on reasonable evidence produced by Beneficiary, to adequately defend such Hazardous Materials Claims. Trustor shall indemnify, defend, and hold harmless Beneficiary and its councilmembers, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property, including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and (b), including but not limited to reasonable attorneys' fees and consultant's fees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (1) losses attributable to diminution in the value of the Property; (2) loss or restriction of use of rentable space on the Property; (3) adverse effect on the marketing of any rental space on the Property; and (4) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Property and surrounding properties).

Without Beneficiary's prior written consent, which shall not be unreasonably delayed or withheld, Trustor shall not take any Environmental Measure or other remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's

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11 reasonable judgement, impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if (i) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary.

In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting the Beneficiary's or the Trustee's rights and remedies under this Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the default rate specified in the Loan Agreement until paid, shall be added to the indebtedness secured by this Deed of Trust and shall be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action.

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12 ARTICLE 7

EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default.

Section 7.2 Acceleration of Maturity.

Section 7.3 The Beneficiary's Right to Enter and Take Possession.

If an Event of Default shall have occurred and be continuing, the Beneficiary may:
(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any Event of Default or Notice of Sale (as defined below) hereunder or invalidate any act done in response to such Event of Default or pursuant to such Notice of Sale, and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of

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13 Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale;
(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold ("Notice of Sale"), which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Alameda County; or
(d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing the Secured Obligations.

Section 7.4 Foreclosure By Power of Sale.

Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall deliver to the Trustee the Notice of Sale and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the Secured Obligations are immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require.
(a) Upon receipt of the Notice of Sale from the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Sale as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in the Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (i) the unpaid Principal amount of the Note; (ii) all other Secured Obligations owed to Beneficiary under the Loan Documents; (iii) all other sums then secured hereby; and (iv) the remainder, if any, to Trustor.
(c) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without

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14 further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

Section 7.5 Receiver.

Section 7.6 Remedies Cumulative.

Beneficiary's express or implied consent to breach, or waiver of, any obligation of the Trustor hereunder shall not be deemed or construed to be a consent to any subsequent breach, or further waiver, of such obligation or of any other obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor.
(b) If the Beneficiary (i) grants forbearance or an extension of time for the payment or performance of any Secured Obligation, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted in the Loan Documents, (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or (vi) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly released); nor shall any

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15 such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby.

Section 7.8 Suits to Protect the Security.

Section 7.9 Trustee May File Proofs of Claim.

Section 7.10 Waiver.

ARTICLE 8

MISCELLANEOUS
Section 8.1 Amendments.

This Deed of Trust cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor.

Section 8.2 Reconveyance by Trustee.

Upon written request of Beneficiary stating that all Secured Obligations have been paid or forgiven, and all obligations under the Loan Documents have been performed in full, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment

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16 by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

Section 8.3 Notices.

Borrower: ___________________.
22645 Grand Street
Hayward, CA 94541
Attention: Chief Executive Officer
City: City of Dublin
37101 Dublin Blvd.

Section 8.4 Successors and Joint Trustors.

Where an obligation created herein is binding upon Trustor, the obligation shall also apply to and bind any transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an obligation of the Trustor and a transferee, such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all obligations of Trustor shall be deemed to be a joint and several obligation of each and every entity and person comprising Trustor.

Section 8.5 Captions.

The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust.

Section 8.6 Invalidity of Certain Provisions.

Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of

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17 the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

Section 8.7 Governing Law.

This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California.

Section 8.8 Gender and Number.

In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires.

Section 8.9 Deed of Trust, Mortgage.

Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage.

Section 8.10 Actions.

Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security.

Section 8.11 Substitution of Trustee.

Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee.

Section 8.12 Statute of Limitations.

The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law.

Section 8.13 Acceptance by Trustee.

Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not

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18 obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.

Section 8.14 Tax Credit Provisions.

For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by a Regulatory Agreement with the California Tax Credit Allocation Committee, (i) none of the tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. [SIGNATURES TO FOLLOW ON NEXT PAGE]

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19 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written.

TRUSTOR:

By:

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I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Alameda, City of Dublin, State of California, and is described as follows:

Parcel One:

Parcel 2 of Parcel Map No. 1920, filed December 1, 1976 in Book 94 of Parcel Maps, Pages 11 and 12, Alameda County Records.

Excepting therefrom:

That portion of land conveyed to the City of Dublin by Grant Deed Dated March 15, 2021, Recorded 03-26-21, as Instrument No. 2021123184, more particularly described as follows:

Real property, situate in the incorporated territory of the City of Dublin, County of Alameda, State of California, described as follows:

Parcel Two:

Beginning at the most Western corner of the parcel of land described in the Deed from Amfac Merchandising Corporation, a California corporation to Baydale, Inc., a Delaware corporation, recorded December 28, 1971, Reel 3026, Image 888, Recorder's Series No. 71-169856, Alameda County Records; thence through a portion of the last named parcel of land and along the Northwestern boundary line thereof, North 69° 08' 15" East, 329.29 feet; thence at right angles to the last named line South 20° 51' 45" East, 71.00 feet to the Northeastern corner of the parcel of land described in the Deed from Baydale, Inc., a Delaware corporation, to Amfac Merchandising Corporation, a California corporation, recorded April 12, 1972, Reel 3104 Image 883, Recorder's Series No. 72-47311, Alameda County Records; thence along the last named line South 69° 08' 15" West 329.29 feet to the Northeastern line of Regional Street being the parcel of land described as Parcel One in the Deed from Motel Interstate Systems, Inc., to the County of Alameda, recorded March 8, 1971, Reel 2802 Image 404, Recorder's Series No.

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$
71-26256, Alameda County Records; thence along the last named line North 20° 51' 45" West,

71.00 feet to the point of beginning.

Assessor's Parcel No. 941-1500-025-2 (Affects this and other property)

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EXHIBIT G

SCHEDULE OF PERFORMANCE
Performance Milestones Milestone Completion Date
Developer satisfaction of Conditions
Precedent to Disbursement of City
Predevelopment Loan.

Not later than June 30, 2025
Application to HCD Multifamily Housing
Program
Not later than July 31, 2023
Application to Tax Credit Allocation
Committee
Not later than August 31, 2024
Close of escrow for Construction Financing Not later than June 30, 2025 Commencement of construction and
development work on Development
Within 30 days after Construction Loan
Closing, and not later than: July 31, 2025
Completion of construction and development
work on Development
Not later than December 31, 2027
Commencement of occupancy of apartment
units
Not later than December 31, 2027
Full occupancy of apartment units Not later than June 30, 2028 41

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42 EXHIBIT H

SCOPE OF DEVELOPMENT
The project site is located within the Downtown Dublin Specific Plan (amended on July 21, 2020). The site is conveniently located within walking distance to retail, amenities, and major transit stops including the BART West Dublin / Pleasanton Station. Consistent with the goals of the Specific Plan, Eden Housing is proposing to develop Regional Street to support 113 units of critically needed affordable housing that will serve low and extremely low-Income seniors (age 62+) in the City of Dublin. The project was developed consistent with the guiding principles for the Transit-Oriented District. No additional CEQA approval was required.

Eden's 113-unit senior community at 6543 Regional Street will include 55 studios, 57 one- bedrooms, and one unrestricted two-bedroom manager's unit. The studios and one-bedroom units will be restricted to senior households earning between 20 to 50 percent of Alameda County Area Median Income, as adjusted for family size. Eden currently owns and operates 4 properties in the City of Dublin, 3 of which are senior properties, including Valor Crossing, which is located within walking distance of the Regional Street site . Regional Street is anticipated to include open terraces on each residential floor, a community garden, and a pet relief area. Ground floor units facing St. Patrick’s Way will include outdoor patios and create visual connections to the street for residents. Each floor will also contain outdoor terraces for a distinctly residential feel for all residents to utilize. Other on-site amenities will include a laundry room and a community room with a kitchen. The building is designed to have a community room and lobby on the ground floor.

Regional Street residents in a PSH unit will also receive service and support on behalf of the Alameda County Health Care Services Agency for services including access to mental health, substance treatments, and medical services, as well as assists with applying for SSI and other benefits. This site is also conveniently located next to various public transportation options including BART West Dublin/Pleasanton Station.

The project has secured financing through Alameda County’s A1 program and the state’s Local Housing Trust Fund. Development staff applied for HCD No Place Like Home (“NPLH”) funds in 2022. If awarded, thirty-four units will be set aside as permanent supportive housing (“PSH”) for chronically homeless seniors with severe mental illnesses.

Development staff will apply for 4% credits and tax-exempt bonds.

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43 EXHIBIT I

REGULATORY AGREEMENT

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Recording Requested by
and when Recorded, return to:

City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attn: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
APN: 941-1500-025
Space above this line for Recorder’s use.

AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is dated as of BBBBBBBBBBBBB, 2023, by and between the City of Dublin, a municipal corporation (“City”) and Corona/Ely Ranch, Inc., a California nonprofit public benefit corporation (“Owner”). City and Owner are hereinafter collectively referred to as the “Parties.” This Agreement shall be effective as of the date this Agreement is recorded (“Effective Date”).

RECITALS
A. Owner has acquired certain property located at 6541-6543 Regional Street in the City of Dublin, California, more particularly described as Exhibit A (the “Property”).

B. City and Owner have entered into a Community Benefit Program Agreement dated December 7, 2021, as amended -XQH, 2023, with respect to the proposed development of a multifamily rental housing development on the Property for seniors and/or persons with special needs, with not less than one hundred thirteen (113) apartment units (the “Development”). The Community Benefit Program Agreement provides for Owner to construct the Development and to restrict the rental of all of the apartment units in the Development to lower income persons at an affordable rent. The Community Benefit Program Agreement further provides for the City to grant the Development one hundred thirteen (113) Residential Allocations from the Downtown Dublin Specific Plan.

C. The Owner intends to develop, construct, own, and operate the Development on the Property consisting of approximately one hundred thirteen (113) housing units primarily for Extremely Low and Low Income Households and related improvements. The Development will include a manager’s unit that will not be subject to affordability restrictions.

D. The City and the Owner have entered into an Affordable Housing Assistance Agreement (the “Loan Agreement”) pursuant to which the City make a predevelopment loan to

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Dublin City CouncilDecember 3, 2024

Dublin City Council
December 3, 2024