Agenda, first session — Fairfield City Council, April 5, 2022 (part 1 of 4)

For individuals with hearing or speaking limitations, dial 711 or (800) 7352922 (English). For Spanish, Tagalog or other language, please dial (800) 8553000 and provide the communication assistant with the following City telephone number: (707) 3994010.

Pursuant to AB 361 regarding public meetings held during the COVID19 emergency, councilmembers may attend via teleconference. Members of the public can observe the meeting on Comcast Cable Channel 26, ATT UVerse 99 and webstreamed live at www.youtube.com/user/FFCATV/live .

The public may join the meeting via Zoom at https://fairfieldca.zoom.us/j/84183030545 ? pwd=Wlh0NktTbTl3c0RyeVp6T1ZQMkNuZz09, or via phone (669) 9006833, Webinar ID: 841 8303 0545 Passcode: 7074287400
CALL TO ORDER 6:00 PM
ROLL CALL
Councilmember Pam Bertani
Councilmember Cat Moy
Councilmember Doriss Panduro
Councilmember Chuck Timm
Councilmember Scott Tonnesen
ViceMayor Rick Vaccaro
Mayor Harry Price
INVOCATION CHRIS ESTAY, FAIRFIELD SEVENTH DAY ADVENTIST CHURCH PLEDGE OF ALLEGIANCE
COUNCIL REPORTS
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PRESENTATIONS

1.Proclamation Declaring April as Fair Housing Month
Contact:Karen L. Rees, (707) 428 7384
a

2.Proclamation Declaring April 12, 2022 as Education & Sharing Day Contact:Karen L. Rees, (707) 4287767
a
PUBLIC COMMENTS
PUBLIC COMMENTS
Persons wishing to address the City Council on subjects not on the agenda but within the jurisdiction of the council may do so at this time. The council cannot discuss or take action on matters not on the agenda for this meeting, but councilmembers may briefly respond to statements made or questions raised by the public, ask for clarification from staff, refer the matter to staff, request staff to report back to the council at a subsequent meeting, or place the matter on a future agenda. To speak on an agenda item please use the “raise your hand” feature or press *9 on your phone. Speakers are limited to three minutes per item.

CONVENE MEETING OF THE HOUSING AUTHORITY
The holding of a joint meeting of the City Council and Housing Authority entitles the councilmembers to receive additional compensation of $35 for attending this joint meeting.

ROLL CALL
Commissioner Pam Bertani
Commissioner Cat Moy
Commissioner Doriss Panduro
Commissioner Chuck Timm
Commissioner Scott Tonnesen
ViceChair Rick Vaccaro
Chair Harry Price
HOUSING AUTHORITY CONSENT CALENDAR
HOUSING AUTHORITY CONSENT CALENDAR NOTICE
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the Authority or the public requests that separate action be taken on a specific item.

3.Resolution HA202202 of the Fairfield Housing Authority Approving the Execution of a Subordination Agreement Among the Fairfield Housing Authority as Successor in Interest to the Housing Assets of the Former Redevelopment Agency of the City of Fairfield, Fairfield Packet Page 2 of 480

Funding Source
N/A
Contact:Jesus Morales, (707) 4287426
a

4.Resolution HA202203 of the Fairfield Housing Authority Approving to Enter into a Master Agreement with MRI Software, LLC
Recommended Action
Adopt resolution.

Funding Source
$169,852; Housing Authority Fund
Contact:Savita Chaudhary, (707) 4287582
a

5.Approval of Housing Authority Meeting Minutes for December 21, 2021, and February 15, 2022 Recommended Action
Approve minutes.

Funding Source
N/A
Contact:Amber Alexander, (707) 4287402
a
HOUSING AUTHORITY PUBLIC HEARINGS

6.Public Hearing;
and Resolution HA202204 of the Fairfield Housing Authority Approving the Fairfield Housing Authority's Public Housing Agency Annual Plan for Fiscal Year 20222023 Recommended Action
Hold public hearing and adopt resolution.

Funding Source
N/A
Contact: Tanya Tran, (707) 4287391
a
RECONVENE MEETING OF THE CITY COUNCIL
CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.

7.Heart of Fairfield Resolution 202257 of the City Council of the City of Fairfield Approving the Plans and Specifications and Awarding a Contract to W Bradley Electric, Inc., for the Heart of Fairfield Downtown Striping and Intersection Improvements Project Recommended Action
Adopt resolution.

Packet Page 3 of 480

Funding Source
$344,227; Heart of Fairfield Fund
Contact:Phil Layoso, (707) 4287505
a

8.Resolution 202258 of the City Council of the City of Fairfield Authorizing the Purchase of a Backup System from EPlusTechnology Inc.

Recommended Action
Adopt resolution.

Funding Source
$332,789; Computer Services Fund
Contact:Savita Chaudhary, (707) 4287582
a

9.Resolution 202259 of the City Council of the City of Fairfield Authorizing an Upgrade of Audio/Visual Equipment at the Emergency Operations Center Recommended Action
Adopt resolution.

Funding Source
$189,669; Computer Services Fund
Contact:Savita Chaudhary, (707) 4287582
a

10.Resolution 202260 of the City Council of the City of Fairfield Authorizing the Purchase of Additional Storage for CCTV from Berkeley Communications Corp.

Recommended Action
Adopt resolution.

Funding Source
$469,000; Closed Circuit Television (CCTV) Fund
Contact:Savita Chaudhary, (707) 4287582
a

11.Resolution 202261 of the City Council of the City of Fairfield Approving the Second Amendment to the Communications Facility Ground Lease Between the City of Fairfield and GTE Mobilnet of California Limited Partnership dba Verizon Wireless for the Cellular Site Located off of Manuel Campos Parkway, Fairfield, More Commonly Known as APN 0167100 160
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Dwayne Dalman, (707) 4287649
a

12.Resolution 202262 of the City Council of the City of Fairfield Authorizing the City Manager to Purchase Nine Replacement Vehicles for Fixed Route, Paratransit, and Microtransit Operations Recommended Action
Adopt resolution.

Funding Source
$1,234,500; Public Works Transportation Division Fund
Contact:David Renschler, (707) 4287414
a
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13.Resolution 202263 of the City Council of the City of Fairfield Declaring Its Intention to Annex Territory (Yelton Properties LLC) to Community Facilities District No. 20122 and to Authorize the Levy of Special Taxes Therein for Annexation No. 57 Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Chris Lewis, (707) 4287089
a

14.Resolution 202264 of the City Council of the City of Fairfield Declaring Its Intention to Annex Territory (Popeyes) to Community Facilities District No. 20122 and to Authorize the Levy of Special Taxes Therein for Annexation No. 58
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Chris Lewis, (707) 4287089
a

15.Resolution 202265 of the City Council of the City of Fairfield Designating Additional City Sponsored Special Events for Calendar Year 2022
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:David Gassaway, (707) 4287398
a

16.Resolution 202266 of the City Council of the City of Fairfield Approving the Plans and Specifications and Awarding a Contract to Pacific Polymers, Inc. for the Police Training Facility Roof Restoration Project
Recommended Action
Adopt resolution.

Funding Source
$598,342; Public Buildings Capital Projects Fund
Contact:Caroline Vedder, (707) 4287484
a

17.Resolution 202267 of the City Council of the City of Fairfield Approving the Plans and Specifications and Awarding a Contract to VSS International, Inc. for the 2021 Pavement Maintenance Project and Updating the Fiscal Year 2021/2022 Budget Recommended Action
Adopt resolution.

Funding Source
$3,901,700; Streets Capital Project Fund; and $399,300; Water Operations Fund; and $90,200; Public Buildings Capital Projects Fund
Contact:David Vong, (707) 4287784
a

18.Resolution 202268 of the City Council of the City of Fairfield Approving a FiveYear Contract with George Hills Company, Inc
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CITY OF FAIRFIELDFAIRFIELD CITY COUNCILREGULAR CONCURRENT MEETINGTUESDAY, APRIL 5, 2022; 6:00 PMCOUNCIL CHAMBER, 1000 WEBSTER STREET, FAIRFIELD,CA 94533 OR VIA ZOOMAGENDANotice to PublicThe City of Fairfield is committed to providing meeting facilities that areaccessible to persons with disabilities and/or have language barriers. To requestmeeting materials in alternative formats, or to request a sign languageinterpreter, realtime captioning, or other accommodation, please contact AmberAlexander, Deputy Clerk, at least 72 hours in advance of the meeting at (707)4287402.For individuals with hearing or speaking limitations, dial 711 or (800) 7352922(English). For Spanish, Tagalog or other language, please dial (800) 8553000and provide the communication assistant with the following City telephonenumber: (707) 3994010.Pursuant to AB 361 regarding public meetings held during the COVID19 emergency,councilmembers may attend via teleconference. Members of the public can observe the meeting onComcast Cable Channel 26, ATT UVerse 99 and webstreamed live at www.youtube.com/user/FFCATV/live.The public may join the meeting via Zoom at https://fairfieldca.zoom.us/j/84183030545?pwd=Wlh0NktTbTl3c0RyeVp6T1ZQMkNuZz09 , or via phone (669) 9006833, Webinar ID: 8418303 0545 Passcode: 7074287400CALL TO ORDER 6:00 PMROLL CALLCouncilmember Pam Bertani Councilmember Cat MoyCouncilmember Doriss PanduroCouncilmemberChuck TimmCouncilmember Scott Tonnesen ViceMayor Rick VaccaroMayor Harry PriceINVOCATION CHRIS ESTAY, FAIRFIELD SEVENTH DAY ADVENTIST CHURCHPLEDGE OF ALLEGIANCECOUNCIL REPORTSCITY MANAGER REPORTCITY ATTORNEY REPORTCITY CLERK REPORTPRESENTATIONS1.Proclamation Declaring April as Fair Housing MonthContact:Karen L. Rees, (707) 428 7384a2.Proclamation Declaring April 12, 2022 as Education & Sharing DayContact:Karen L. Rees, (707) 4287767aPUBLIC COMMENTS PUBLIC COMMENTSPersons wishing to address the City Council on subjects not on the agenda but within the jurisdictionof the council may do so at this time. The council cannot discuss or take action on matters not on theagenda for this meeting, but councilmembers may briefly respond to statements made or questionsraised by the public, ask for clarification from staff, refer the matter to staff, request staff to report backto the council at a subsequent meeting, or place the matter on a future agenda. To speak on anagenda item please use the “raise your hand” feature or press *9 on your phone. Speakers arelimited to three minutes per item.CONVENE MEETING OF THE HOUSING AUTHORITYThe holding of a joint meeting of the City Council and Housing Authority entitles thecouncilmembers to receive additional compensation of $35 for attending this joint meeting.ROLL CALLCommissioner Pam Bertani Commissioner Cat MoyCommissioner Doriss PanduroCommissionerChuck TimmCommissioner Scott Tonnesen ViceChair Rick VaccaroChair Harry PriceHOUSING AUTHORITY CONSENT CALENDARHOUSING AUTHORITY CONSENT CALENDAR NOTICEAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe Authority or the public requests that separate action be taken on a specific item.3.Resolution HA202202 of the Fairfield Housing Authority Approving the Execution of aSubordination Agreement Among the Fairfield Housing Authority as Successor in Interest to theHousing Assets of the Former Redevelopment Agency of the City of Fairfield, FairfieldCommunities, LLC, and Walker & Dunlop, LLCRecommended ActionAdopt resolution.Funding SourceN/AContact:Jesus Morales, (707) 4287426a4.Resolution HA202203 of the Fairfield Housing Authority Approving to Enter into a MasterAgreement with MRI Software, LLCRecommended ActionAdopt resolution.Funding Source$169,852; Housing Authority FundContact:Savita Chaudhary, (707) 4287582a5.Approval of Housing Authority Meeting Minutes for December 21, 2021, and February 15, 2022Recommended ActionApprove minutes.Funding SourceN/AContact:Amber Alexander, (707) 4287402aHOUSING AUTHORITY PUBLIC HEARINGS6.Public Hearing;and Resolution HA202204 of the Fairfield Housing Authority Approving the Fairfield HousingAuthority's Public Housing Agency Annual Plan for Fiscal Year 20222023Recommended ActionHold public hearing and adopt resolution.Funding SourceN/AContact: Tanya Tran, (707) 4287391aRECONVENE MEETING OF THE CITY COUNCILCONSENT CALENDARAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe City Council or the public requests that separate action be taken on a specific item.7.Heart of Fairfield Resolution 202257 of the City Council of the City of Fairfield Approving thePlans and Specifications and Awarding a Contract to W Bradley Electric, Inc., for the Heart ofFairfield Downtown Striping and Intersection Improvements ProjectRecommended ActionAdopt resolution.Funding Source$344,227; Heart of Fairfield FundContact:Phil Layoso, (707) 4287505a8.Resolution 202258 of the City Council of the City of Fairfield Authorizing the Purchase of aBackup System from EPlusTechnology Inc.Recommended ActionAdopt resolution.Funding Source$332,789; Computer Services FundContact:Savita Chaudhary, (707) 4287582a9.Resolution 202259 of the City Council of the City of Fairfield Authorizing an Upgrade ofAudio/Visual Equipment at the Emergency Operations CenterRecommended ActionAdopt resolution.Funding Source$189,669; Computer Services FundContact:Savita Chaudhary, (707) 4287582a10.Resolution 202260 of the City Council of the City of Fairfield Authorizing the Purchase ofAdditional Storage for CCTV from Berkeley Communications Corp.Recommended ActionAdopt resolution.Funding Source$469,000; Closed Circuit Television (CCTV) FundContact:Savita Chaudhary, (707) 4287582a11.Resolution 202261 of the City Council of the City of Fairfield Approving the SecondAmendment to the Communications Facility Ground Lease Between the City of Fairfield andGTE Mobilnet of California Limited Partnership dba Verizon Wireless for the Cellular SiteLocated off of Manuel Campos Parkway, Fairfield, More Commonly Known as APN 0167100160Recommended ActionAdopt resolution.Funding SourceN/AContact:Dwayne Dalman, (707) 4287649a12.Resolution 202262 of the City Council of the City of Fairfield Authorizing the City Manager toPurchase Nine Replacement Vehicles for Fixed Route, Paratransit, and Microtransit OperationsRecommended ActionAdopt resolution.Funding Source$1,234,500; Public Works Transportation Division FundContact:David Renschler, (707) 4287414a13.Resolution 202263 of the City Council of the City of Fairfield Declaring Its Intention to AnnexTerritory (Yelton Properties LLC) to Community Facilities District No. 20122 and to Authorizethe Levy of Special Taxes Therein for Annexation No. 57Recommended ActionAdopt resolution.Funding SourceN/AContact:Chris Lewis, (707) 4287089a14.Resolution 202264 of the City Council of the City of Fairfield Declaring Its Intention to AnnexTerritory (Popeyes) to Community Facilities District No. 20122 and to Authorize the Levy ofSpecial Taxes Therein for Annexation No. 58Recommended ActionAdopt resolution.Funding SourceN/AContact:Chris Lewis, (707) 4287089a15.Resolution 202265 of the City Council of the City of Fairfield Designating Additional CitySponsored Special Events for Calendar Year 2022Recommended ActionAdopt resolution.Funding SourceN/AContact:David Gassaway, (707) 4287398a16.Resolution 202266 of the City Council of the City of Fairfield Approving the Plans andSpecifications and Awarding a Contract to Pacific Polymers, Inc. for the Police Training FacilityRoof Restoration ProjectRecommended ActionAdopt resolution.Funding Source$598,342; Public Buildings Capital Projects FundContact:Caroline Vedder, (707) 4287484a17.Resolution 202267 of the City Council of the City of Fairfield Approving the Plans andSpecifications and Awarding a Contract to VSS International, Inc. for the 2021 PavementMaintenance Project and Updating the Fiscal Year 2021/2022 BudgetRecommended ActionAdopt resolution.Funding Source$3,901,700; Streets Capital Project Fund; and $399,300; Water Operations Fund; and $90,200;Public Buildings Capital Projects FundContact:David Vong, (707) 4287784 a

18.Resolution 202268 of the City Council of the City of Fairfield Approving a FiveYear Contract with George Hills Company, Inc
Recommended Action
Adopt resolution.

Funding Source
$972,000; Finance Division General Liability Fund
Contact:Juan Gomez, (707) 4287495
a

19.Resolution 202269 of the City Council of the City of Fairfield Authorizing the City Manager to Submit a Grant Request to the Office of Local Defense Community Cooperation (OLDCC) to Fund an Analysis of the Region’s Critical Infrastructure Resilience Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Anna Guiles, (707) 4287399
a

20.Resolution 202270 of the City Council of the City of Fairfield Reconsidering and Authorizing Public Meetings to be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings and Determinations Regarding the Same Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Amber Alexander, (707) 4287402
a
NEW BUSINESS

21.Resolution 202271 of the City Council of the City of Fairfield Affirming Support for an Age Friendly Community
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Amber Alexander, (707) 4287402
a

22.Resolution 202272 of the City Council of the City of Fairfield Adopting a Council Policy for Councilmember Hosted Roundtables for Channel 26; and
Resolution 202273 of the City Council of the City of Fairfield Adopting a Council Policy for Councilmember Hosted Town Hall Meetings Using City Resources Recommended Action
Adopt resolutions.

Funding Source
N/A
Contact:Anna Guiles, (707) 4287399
a

23.First Reading and Introduction of Ordinance 202206 of the City Council of the City of Fairfield Adding Chapter 31 to the Fairfield Municipal Code to Establish a Military Equipment Use Policy for the Fairfield Police Department
Recommended Action
Waive full reading, read by title only, and introduce ordinance for first reading.

Funding Source
N/A
Contact:Sam Rowland, (707) 4287702
a

24.First Reading and Introduction of Ordinance 202207 of the City Council of the City of Fairfield Amending Section 12.15 and 12.15.1 of Chapter 12, Article I of the Fairfield Municipal Code Changing the 48 Hour No Return Timeframe to 30 Days
Recommended Action
Waive full reading, read by title only, and introduce ordinance for first reading.

Funding Source
N/A
Contact:Jausiah Jacobsen, (707) 4287314
a
ADJOURN TO TUESDAY, APRIL 19, 2022, 6:00 P.M., COUNCIL CHAMBER OR VIA ZOOM.

Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the City of Fairfield to all or a majority of the Fairfield City Council less than 72 hours prior to that meeting are available for public inspection at City Hall, in the 4th floor lobby, 1000 Webster Street, Fairfield, California during normal business hours.

PUBLIC NOTIFICATION
I, Amber Alexander, Deputy City Clerk, do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Fairfield City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 1000 Webster Street, Fairfield, California on March 31, 2022.

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Agenda Item No: 3.

AGENDA REPORT
DATE:April 5, 2022
TO:Fairfield Housing Authority Chair and Commissioners
FROM:David Gassaway, Interim Executive Director
SUBJECT:Resolution HA202202 of the Fairfield Housing Authority Approving the Execution of a Subordination Agreement Among the Fairfield Housing Authority as Successor in Interest to the Housing Assets of the Former Redevelopment Agency of the City of Fairfield, Fairfield Communities, LLC, and Walker & Dunlop, LLC RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Fairfield Communities, LLC (FF Communities) is seeking approval from the Fairfield Housing Authority (FHA), as Successor in Interest to the former Redevelopment Agency of the City of Fairfield (RDA), to sign the Subordination Agreement. The Subordination Agreement is solely for the former RDA’s Agreement Containing Covenants Affecting Real Property (Covenant) as there is no debt involved from the RDA.

DISCUSSION
On April 20, 2004, the Fairfield City Council held a public hearing and approved Resolution 2004100, authorizing the issuance of $26 million of multifamily housing revenue bonds by the California Statewide Communities Development Authority on behalf of Social Urban Village, Incorporated (SUV). The purpose of the bond issuance was to provide funding for the acquisition and rehabilitation of a 237unit rental project located at 701 and 713 East Travis Boulevard and 1326 and 1427 Phoenix Drive, currently known as the Dover Park Apartments. The bond issuance was not an obligation of the City, nor was there any local financing involved in this project. Due to a condition of utilizing the taxexempt bonds, 177 of the 237 units were rent and incomerestricted for lowincome households, and the other 60 units were designated as marketrate.

On June 15, 2004, after the bond issuance and due to changing market conditions, the RDA approved Resolution RA200415, authorizing the execution of a $1 million loan between the RDA and SUV to partially fund a $3 million bond debt service reserve. The funds were held by a trustee as required by the bond documents. In exchange for the RDA’s loan, SUV agreed to lower the rent on 33 units to incorporate a utility allowance. This allowed the RDA to count these units as lowincome inclusionary housing units rather than moderateincome units. The remaining 144 restricted units were counted as Packet Page 8 of 480

The RDA loan was paid off in full, $1,031,890.37 principal and accrued interest, on July 24, 2020.

On September 12, 2019, SUV acquired the 10unit property at 1367 Phoenix Drive for $1,872,500. On September 19, 2019, SUV also acquired the 28eightunit property at 14461458 Phoenix Drive for $4.1 million. Both properties are adjacent to or near the existing Dover Park apartments. Both properties required extensive exterior and interior renovations. Approximately $2 million was spent on significant renovations to these 38 units and the existing 237 units (collectively, the Combined Property).

The $26 million in bonds issued in 2004 were paid off in October 2011 at the outstanding balance of $10.14 million. The bonds were paid off by obtaining a HUD loan for $11 million provided by Bellwether Real Estate Capital (Bellwether) in November 2011. On July 30, 2020, FF Communities acquired the Dover Park apartments for $10 millionplus the debt of approximately $5 million. Bellwether’s loan was paid off as part of the acquisition.

FF Communities is seeking to refinance the Combined Property with a permanent loan backed by Fannie Mae that requires specific provisions of the RDA’s Covenant to be subordinate to the new loan.

The new loan will be approximately $50 million and have a loantovalue ratio of 75%. The loan terms only require interestonly payments at a floating rate of about 3%, with a term of 7 years. The loan will pay off the FF Communities’ private loan, acquisition, and renovation costs, resulting in approximately $25$30 million in cash proceeds. FF Communities plans to use these funds for additional acquisitions in the neighborhood on Phoenix Drive, including renovations for acquired properties and other multifamily housing properties in the City of Fairfield.

FINANCIAL IMPACT
No financial expenditures, liabilities, or obligations are created by consenting to the execution of the Subordination Agreement.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
None.

ALTERNATIVE ACTION
The FHA may choose not to consent to subordinate the Covenant to the new loan, resulting in FF Communities not acquiring more properties locally, renovating the units, and improving the neighborhood.

STAFF CONTACT
Jesus M. Morales, Senior Housing Project Manager
(707) 4287426
[email protected]
COORDINATED WITH
City Attorney's Office
ATTACHMENTS:

Description
Proposed Resolution
Proposed Agreement
REVIEWERS:

Packet Page 9 of 480

Agenda Item No: 3.AGENDA REPORTDATE:April 5, 2022 TO:Fairfield Housing Authority Chair and CommissionersFROM:David Gassaway, Interim Executive DirectorSUBJECT:Resolution HA202202 of the Fairfield Housing Authority Approving the Execution of aSubordination Agreement Among the Fairfield Housing Authority as Successor inInterest to the Housing Assets of the Former Redevelopment Agency of the City ofFairfield, Fairfield Communities, LLC, and Walker & Dunlop, LLCRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEFairfield Communities, LLC (FF Communities) is seeking approval from the Fairfield Housing Authority(FHA), as Successor in Interest to the former Redevelopment Agency of the City of Fairfield (RDA), tosign the Subordination Agreement. The Subordination Agreement is solely for the former RDA’sAgreement Containing Covenants Affecting Real Property (Covenant) as there is no debt involved fromthe RDA.DISCUSSIONOn April 20, 2004, the Fairfield City Council held a public hearing and approved Resolution 2004100,authorizing the issuance of $26 million of multifamily housing revenue bonds by the California StatewideCommunities Development Authority on behalf of Social Urban Village, Incorporated (SUV). Thepurpose of the bond issuance was to provide funding for the acquisition and rehabilitation of a 237unitrental project located at 701 and 713 East Travis Boulevard and 1326 and 1427 Phoenix Drive,currently known as the Dover Park Apartments. The bond issuance was not an obligation of the City, norwas there any local financing involved in this project. Due to a condition of utilizing the taxexemptbonds, 177 of the 237 units were rent and incomerestricted for lowincome households, and the other60 units were designated as marketrate. On June 15, 2004, after the bond issuance and due to changing market conditions, the RDA approvedResolution RA200415, authorizing the execution of a $1 million loan between the RDA and SUV topartially fund a $3 million bond debt service reserve. The funds were held by a trustee as required bythe bond documents. In exchange for the RDA’s loan, SUV agreed to lower the rent on 33 units toincorporate a utility allowance. This allowed the RDA to count these units as lowincome inclusionaryhousing units rather than moderateincome units. The remaining 144 restricted units were counted asmoderateincome inclusionary units. The RDA’s Covenant is for 55 years and will expire in July 2059.The RDA loan was paid off in full, $1,031,890.37 principal and accrued interest, on July 24, 2020. On September 12, 2019, SUV acquired the 10unit property at 1367 Phoenix Drive for $1,872,500. OnSeptember 19, 2019, SUV also acquired the 28eightunit property at 14461458 Phoenix Drive for$4.1 million. Both properties are adjacent to or near the existing Dover Park apartments. Bothproperties required extensive exterior and interior renovations. Approximately $2 million was spent onsignificant renovations to these 38 units and the existing 237 units (collectively, the CombinedProperty). The $26 million in bonds issued in 2004 were paid off in October 2011 at the outstanding balance of$10.14 million. The bonds were paid off by obtaining a HUD loan for $11 million provided by BellwetherReal Estate Capital (Bellwether) in November 2011. On July 30, 2020, FF Communities acquired theDover Park apartments for $10 millionplus the debt of approximately $5 million. Bellwether’s loan waspaid off as part of the acquisition.FF Communities is seeking to refinance the Combined Property with a permanent loan backed byFannie Mae that requires specific provisions of the RDA’s Covenant to be subordinate to the new loan.The new loan will be approximately $50 million and have a loantovalue ratio of 75%. The loan termsonly require interestonly payments at a floating rate of about 3%, with a term of 7 years. The loan willpay off the FF Communities’ private loan, acquisition, and renovation costs, resulting in approximately$25$30 million in cash proceeds. FF Communities plans to use these funds for additional acquisitionsin the neighborhood on Phoenix Drive, including renovations for acquired properties and othermultifamily housing properties in the City of Fairfield.FINANCIAL IMPACTNo financial expenditures, liabilities, or obligations are created by consenting to the execution of theSubordination Agreement.PUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONNone.ALTERNATIVE ACTIONThe FHA may choose not to consent to subordinate the Covenant to the new loan, resulting in FFCommunities not acquiring more properties locally, renovating the units, and improving theneighborhood.STAFF CONTACTJesus M. Morales, Senior Housing Project Manager(707) 428[email protected] WITHCity Attorney's OfficeATTACHMENTS:DescriptionProposed Resolution Proposed Agreement
REVIEWERS:

Reviewer Action Date
Jones, LaTanna Approved 3/21/2022 9:37 PM
Alexander, Amber Approved 3/24/2022 6:49 PM
Alexander, Amber Approved 3/24/2022 6:50 PM
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FAIRFIELD HOUSING AUTHORITY

RESOLUTION NO. HA2022-02

RESOLUTION OF THE FAIRFIELD HOUSING AUTHORITY APPROVING THE EXECUTION OF A

SUBORDINATION AGREEMENT AMONG THE FAIRFIELD HOUSING AUTHORITY AS SUCCESSOR

IN INTEREST TO THE HOUSING ASSETS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF FAIRFIELD, FAIRFIELD COMMUNITIES, LLC, AND WALKER & DUNLOP, LLC.

WHEREAS, on April 20, 2004, the Fairfield City Council held a public hearing and approved Resolution 2004-100, authorizing the issuance of $26 million of multifamily housing revenue bonds by the California Statewide Communities Development Authority; and

WHEREAS, the purpose of the bond issuance was to provide funding for the acquisition and rehabilitation of a 237-unit rental project located at 701 and 713 East Travis Boulevard and 1326 and 1427 Phoenix Drive, currently known as the Dover Park Apartments (Original Property); and

WHEREAS, the bond issue was not an obligation of the City, nor was there any local financing involved in this project; and

WHEREAS, as a condition of receiving the tax credit financing, 177 of the 237 units were rent and income-restricted for low-income households and 60 were designated market-rate units; and

WHEREAS, after the bond issuance and due to changing market conditions, on June 15, 2004, the former Fairfield Redevelopment Agency (RDA) approved Resolution RA2004-15 authorizing the execution of a loan between the RDA and the Social Urban Village (SUV) in the amount of $1 million to partially fund a $3 million bond debt service reserve fund held by a trustee as required by the bond documents, which loan by the RDA has been repaid in full; and

WHEREAS, the RDA recorded an Agreement Containing Covenants Affecting Real Property (Covenant) against the Original Property on 33 units to be restricted and counted as low-income inclusionary units and 144 units to be restricted and counted as moderate -income inclusionary units that would assist the RDA to meet their unmet in clusionary housing application at no cost to the RDA; and

WHEREAS, on September 12, 2019, SUV acquired the property at 1767 Phoenix Drive, comprising ten units, for $1,872,500. On September 19, 2019, the property at 1446-1458 Phoenix Drive, comprising 28 units, was also acquired by SUV for $4.1 million. Approximately $2 million was spent on significant renovations to these 38 units and renovations to the existing 237 units (collectively, the Combined Property); and

Packet Page 11 of 480Attachment 1 Page 1 of 3

RES. NO. HA2022-02

Page 2 ends

WHEREAS, SUV sold the Combined Property to Fairfield Communities, LLC on July 30, 2020, for $10 million, plus the debt of approximately $5 million; and

WHEREAS, Fairfield Communities, LLC is seeking to refinance the Combined Properties with a $50 million permanent loan (Loan), which will pay off the Fairfield Communities, LLC private loan, acquisition, and renovation costs, resulting in approximately $25 -$30 million cash for additional investments in the neighborhood on Phoenix Drive, including renovations for acquired properties, and other multifamily housing properties in the city of Fairfield; and

WHEREAS, Walker & Dunlop, LLC, as a lender, will not make the Loan unless the Fairfield Housing Authority subordinates specific remedies it has under the Covenant to the lien of the Loan; and WHEREAS, the Fairfield Housing Authority wishes to approve the Subordination Agreement and has determined that it is in the best interest of the public’s health, safety, and welfare to do so.

NOW, THEREFORE, THE FAIRFIELD HOUSING AUTHORITY HEREBY RESOLVES:

Section 1. The Fairfield Housing Authority hereby finds and determines that the subordination of certain of its remedies under the Covenant as provided in the attached Subordination Agreement is appropriate and necessary because an economically feasible alternative to the Loan, on substantially comparable terms and conditions, but without subordination, is not reasonably available, and the Covenant contains written commitments of the parties thereto reasonably designated to protect the Fairfield Housing Authority’s investment in the event of a default under the Loan.

Section 2. The executive director or their designee is hereby authorized to execute the attached Subordination Agreement for the Property, with such changes thereto as the executive director may determine to be appropriate or necessary and do all other acts and things necessary to implement this resolution.

Packet Page 12 of 480Attachment 1 Page 2 of 3

RES. NO. HA2022-02

Page 3 ends

PASSED AND ADOPTED this 5th day of April 2022, by the following vote:

AYES: COMMISSIONERS: PRICE / BERTANI / MOY / PANDURO / TIMM / TONNESEN / VACCARO

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAIN: COMMISSIONERS:

CHAIR

ATTEST:

____________________________

ASSISTANT SECRETARY
Packet Page 13 of 480Attachment 1 Page 3 of 3

Subordination Agreement (Governmental Entity)
[Dover Park]

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Troutman Pepper Hamilton & Sanders LLP
350 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Attention: Mary L. Dickson

SUBORDINATION AGREEMENT

GOVERNMENTAL ENTITY

(Regulatory Agreement – Remedies)

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Subordination Agreement (Governmental Entity)
[Dover Park] Page 1

SUBORDINATION AGREEMENT

GOVERNMENTAL ENTITY

(Regulatory Agreement – Remedies)

THIS SUBORDINATION AGREEMENT – GOVERNMENTAL ENTITY (this “Agreement”) is effective as of the ___ day of _______________, 20___, by FAIRFIELD HOUSING AUTHORITY, CALIFORNIA, a public body (“Authority”), successor in interest to the housing assets of the former Redevelopment Agency of the City of Fairfield, FAIRFIELD COMMUNITIES LLC, a California limited liability company (“Borrower”), and WALKER & DUNLOP, LLC, a Delaware limited liability company, having an address of 7501 Wisconsin Avenue, Suite 1200E, Bethesda, Maryland 20814-6531, Attention: Servicing, (together with its successors and assigns, “Lender”).

RECITALS:

A. Simultaneously herewith Lender is making a loan to Borrower, the original principal amount of which shall not exceed $50,000,000.00 (“Loan”), pursuant to a Multifamily Loan and Security Agreement between Lender and Borrower (as supplemented or amended from time to time, the “Loan Agreement”) and evidenced by a Multifamily Note by Borrower to Lender (as supplemented or amended from time to time, the “Note”). The Loan is to be secured by a Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing that will be recorded in the official records of Solano County, California (“Official Records”) (as supplemented or amended from time to time, the “Mortgage”) of certain improved real property located in the City of Fairfield, Solano County, State of California, as more particularly described on Exhibit A attached hereto (“Property”). The Loan Agreement, the Note and the Mortgage, together with all other documents executed with respect to the Loan, are hereinafter collectively referred to as the “Loan Documents”.

B. In connection with the Property, Social Urban Village Incorporated, a California corporation (predecessor in title to Borrower, “Social Urban”) entered into a certain Agreement Containing Covenants Affecting Real Property dated as of July 20, 2004 with the former Redevelopment Agency of the City of Fairfield, recorded August 2, 2004 in the Official Records as Document No. 200400106760 (“Regulatory Agreement”), pursuant to which the Property was subjected to certain use restrictions in connection with the Prior Loan (described below) made by the former Redevelopment Agency of the City of Fairfield to Social Urban to finance the prior acquisition and rehabilitation of the Property. While the Prior Loan has been paid in full, the Regulatory Agreement continues to restrict the Property.

C. As a condition to making the Loan, Lender requires that the lien of the Mortgage be superior to Authority’s Possessory Remedies (defined below) under the Regulatory Agreement.

Lender will not make the Loan unless Authority agrees to subordinate its Possessory Remedies under the Regulatory Agreement.

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Subordination Agreement (Governmental Entity)
[Dover Park] Page 2
D. Borrower and Authority hereby agree to subordinate Authority’s Possessory Remedies under the Regulatory Agreement on and subject to the terms, conditions and requirements set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties.

2. Subordination of Possessory Remedies. Authority hereby covenants and agrees on behalf of itself and its successors and permitted assigns that Authority’s Possessory Remedies under the Regulatory Agreement are and shall at all times continue to be, subordinate, subject and inferior to the rights of Lender under the Loan Documents and that the liens, rights (including approval and consent rights), remedies, payment interests, priority interests, and security interests granted to Authority pursuant to or in connection with the exercise of the Possessory Remedies under the Regulatory Agreement are hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights (including approval and consent rights), remedies, payment, priority and security interests granted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof. Notwithstanding the above, Authority may exercise the remedies of specific performance or injunctive relief at any time in the event of a default under or breach of the terms of the Regulatory Agreement. For purposes of this Agreement, “Possessory Remedies” means Authority’s rights pursuant to the terms of the Regulatory Agreement to (a) collect all rents and income in connection with the operation of the Property and to use these funds for operation and maintenance of the Property, (b) take possession of the Property and bring any action necessary to enforce any right of Borrower related to the operation of the Property, and operate the Property until Borrower is in a position to o perate the Property, (c) to apply to any court for the appointment of a receiver, and (d) demand return of excess rents or other charges in excess of those permitted under the Regulatory Agreement. For the avoidance of doubt, Lender acknowledges that the Authority’s subordination shall only pertain to the Possessory Remedies as herein above described.

3. Financing, Encumbrance and Transfer Approval. Subject to the provisions of Section 5 hereof, Authority hereby approves and acknowledges the financing evidenced by the Mortgage. Authority further agrees that any transfer of the Property in connection with foreclosure of the Mortgage, a deed in lieu thereof or similar disposition of the Property by Lender, shall not require Authority’s consent.

4. Satisfaction of Prior Indebtedness. Authority acknowledges and agrees that the financial assistance associated with and described in the Regulatory Agreement (“Prior Loan”), owed by Borrower’s predecessor in interest to Authority has been indefeasibly satisfied or forgiven by Authority, in all respects. Borrower’s refinancing of the Property subject to the Regulatory Agreement does not in any way constitute an assumption or renewal of the Prior Loan.

5. Lender Notice of Default; Cure Rights. In consideration of Authority’s agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the Packet Page 16 of 480Attachment 2 Page 3 of 15

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Loan Documents, Authority will be given a copy of any notice of default given by Lender to Borrower under the Loan Documents within five (5) business days after Lender has given a notice of default to Borrower. Failure of Lender to send a notice of default to Authority pursuant to this Section 5 shall not prevent the exercise of Lender’s rights and remedies under the Loan Documents, subject to the provisions of this Section 5, nor shall such failure constitute a default by Lender under this Agreement. Authority shall have the right, but not the obligation, to cure any such default within thirty (30) days following the date Authority receives such notice of default pursuant to Section 11(e) below or the date on which Authority otherwise acquires actual knowledge of the default under the Loan; provided, however, that Lender shall be entitled during such thirty (30) day period to continue to pursue its remedies under the Loan Documents. Authority may have up to sixty (60) days from the date of the notice of default to cure a non-monetary default if during such sixty (60) day period Authority keeps current all payments required by the Loan Documents. In the event that such a non-monetary default creates an unacceptable level of risk relative to the Property, or Lender’s secured position relative to the Property, as determined by Lender in its sole discretion, then Lender ma y exercise during such sixty (60) day period all available rights and remedies to protect and preserve the Property and the rents, revenues and other proceeds from the Property.

6. Authority Notice of Default. Authority shall give Lender a concurrent copy of each material notice (including without limitation each notice of default) given by Authority under or with respect to the Regulatory Agreement, and agrees that Lender, at Lender’s sole election, shall have the right (but not the obligation) to cure any default by Borrower under the Regulatory Agreement on its and/or Borrower’s behalf. Authority hereby represents that, to the best of its knowledge, there is no current default under the Regulatory Agreement.

7. Authority's Rights. Except as set forth in Section 2 of this Agreement, nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Borrower and/or Authority, respectively, under the Regulatory Agreement; provided that, (A) the Regulatory Agreement may be released but it may not be modified, amended, changed or otherwise altered without the prior written consent of Lender (which consent shall not be unreasonably withheld) so long as the Loan is secured by the Property and (B) for so long as the Loan is secured by the Property, notwithstanding the terms of the Regulatory Agreement to the contrary, neither Borrower nor Authority will, without Lender’s prior written consent, exercise or seek any right or remedy under the Regulatory Agreement or available at law or in equity which will or could result in (i) a transfer of possession of the Property or the control, operations or management thereof, (ii) the collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Lender; (iii) the appointment of a receiver for the Property without acknowledgement from Authority of Lender’s rights to receive priority payment for all amounts due on a periodic basis under the terms of the Loan Documents as necessary to maintain the Loan in good standing; (iv) application of insurance or condemnation proceeds other than as approved by Lender pursuant to the Loan Documents; (v) the removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Lender’s security for the Loan, provided, however, that an action for specific performance of, or notices of non-compliance with, the affordability requirements in the Regulatory Agreement, shall not be construed as having a material adverse effect on Lender’s security for the Loan.

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Subordination Agreement (Governmental Entity)
[Dover Park] Page 4

8. Foreclosure by Lender. In the event of foreclosure, deed in lieu of foreclosure, or similar disposition of the Property by Lender, no consent shall be required from Authority.

9. Fees; Penalties. Lender shall not be liable for the payment of any compensation or any accrued unpaid fees, costs, expenses or penalties otherwise owed by Borrower or any subsequent owner of the Property and incurred or accrued prior to the date of acquisition of the Property by Lender, whether such acquisition is by foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan.

10. Refinancing; Increase of Principal Amount of Loan. Authority agrees that its agreement to subordinate as provided herein will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the indebtedness evidenced by the Loan Documents provided that the principal amount of any such refinancing shall not exceed the principal amount of the Loan refinanced thereby and reasonable and necessary costs associated with the closing and/or the refinancing; and that all the terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt; and that all references to the Loan Documents and Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. In addition, no supplement or amendment of the Loan Documents shall result in an increase in the outstanding principal amount of the Loan in excess of the amount calculated by multiplying the valuation of the Property (as determined by Lender) by 75%, provided, however, that this limit shall not prevent Lender from making advances in connection with a default under the Loan, to protect the security or lien priority of the Mortgage or to cure defaults under the Regulatory Agreement.

11. Miscellaneous Provisions.
(a) This Agreement represents the entire understanding and agreement between the parties with regard to the matters addressed herein, and will supersede and cancel any prior agreements with regard to such matters. (b) If there is any conflict or inconsistency between the terms of the Regulatory Agreement and the terms of this Agreement, then the terms of this Agreement will control.
(c) This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement, which will include with regard to the Authority any permitted successor or assign of the Authority under or pursuant to the terms of the Regulatory Agreement and, with regard to Lender, any assignee of the Loan and subsequent holder of the Note, including, without limitation, Fannie Mae. No other party will be entitled to any benefits hereunder, whether as a third-party beneficiary or otherwise.
(d) If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the Packet Page 18 of 480Attachment 2 Page 5 of 15

Subordination Agreement (Governmental Entity)
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remaining provisions contained in this Agreement will not in any way be affected or impaired.
(e) Each notice, request, demand, consent, approval or other communication (collectively, “Notices,” and singly, a “Notice”) which is required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows:

If to the Authority:

Fairfield Housing Authority
1000 Webster Street, 1st Floor
Fairfield, CA 94533-4836
Attention: Deputy Executive Director
Email: [email protected]
Telephone: (707) 428-7688
If to Lender:

Walker & Dunlop, LLC
7501 Wisconsin Avenue, Suite 1200E
Bethesda, Maryland 20814-6531
Attention: Servicing
Email: [email protected]
Telephone: (301) 215-5500
If to Borrower:

Fairfield Communities, LLC
1613 Chelsea Road, Suite 307
San Marino, CA 91108
Attention: Mr. Jim Notley
Email: [email protected]
Telephone: (909) 527-8300

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Subordination Agreement (Governmental Entity)
[Dover Park] Page 6
Any party, by Notice given pursuant to this Section, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section. (f) Each of the parties will, whenever and as often as they are requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. (g) This Agreement will be governed by the laws of the State in which the Property is located.
(h) Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement.
(i) No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement.
(j) Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief.
(k) This Agreement may be assigned at any time by Lender to any subsequent holder of the Note.
(l) This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns.
(m) This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

12. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by the Authority of its governmental powers (including police, regulatory and taxing Packet Page 20 of 480Attachment 2 Page 7 of 15

Subordination Agreement (Governmental Entity)
[Dover Park] Page 7
powers) with respect to Borrower or the Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement.

NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE POSSESSORY

REMEDIES CONTAINED IN THE REGULATORY AGREEMENT BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE MORTGAGE.

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Subordination Agreement (Governmental Entity)
[Dover Park] Page S-1
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written.

AUTHORITY:

FAIRFIELD HOUSING AUTHORITY,
a public body, successor in interest to the
housing assets of the former Redevelopment
Agency of the City of Fairfield

By:

Name: David Gassaway
Title: Interim Executive Director

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.

STATE OF CALIFORNIA
COUNTY OF ______________

On _________________, 20_____, before me, , Notary Public, personally appeared

who proved to me on the basis of satisfactory evidence to be the person(s) whose name 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 on the instrument, the person(s) or the entity(ies) 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.

Signature_________________________

(This area for official notarial seal)

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BORROWER:

FAIRFIELD COMMUNITIES LLC,
a California limited liability company

By:

Name: James L. Notley
Title: Authorized Signatory

STATE OF CALIFORNIA
COUNTY OF ______________

On _________________, 20_____, before me, , Notary Public, personally appeared

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.

Signature_________________________

(This area for official notarial seal)

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LENDER:

WALKER & DUNLOP, LLC,
a Delaware limited liability company

By:

Name: Sheila Pasha
Title: Vice President

STATE OF CALIFORNIA
COUNTY OF ______________

On _________________, 20_____, before me, , Notary Public, personally appeared

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.

Signature_________________________

(This area for official notarial seal)

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Subordination Agreement (Governmental Entity)
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EXHIBIT A
Legal Description

All that certain real property situated in the County of Solano, State of California, described as follows:

PARCEL ONE: (APN 0037-151-280)

PARCELS 9, 10, 11, 12 AND 13 ALL AS SHOWN ON THAT CERTAIN PARCEL MAP OF A PORTION OF LOT 33 IN SOLANO PARK, IN THE CITY OF FAIRFIELD, COUNTY OF

SOLANO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTRY RECORDER, RECORDED JUNE 12, 1967 IN BOOK 1 OF PARCEL MAPS, PAGE 96, SOLANO COUNTY RECORDS.

PARCEL TWO: (APN 0037-151-290)

PARCELS 1 TO 5, INCLUSIVE, ALL AS SHOWN ON THAT CERTAIN PARCEL MAP OF A PORTION OF LOT 33, IN SOLANO PARK, IN THE CITY OF FAIRFIELD, COUNTY OF

SOLANO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER, RECORDED DECEMBER 16, 1966, IN BOOK 1 OF PARCEL MAPS, AT PAGE 37, SOLANO COUNTY RECORDS.

PARCEL THREE: (APN 0037-151-130)

ALL THAT PORTION OF LOT 33, AS SHOWN ON THE MAP ENTITLED "SOLANO PARK, FAIRFIELD, SOLANO COUNTY, CALIFORNIA", IN THE CITY OF FAIRFIELD, COUNTY OF SOLANO, STATE OF CALIFORNIA, FILED FEBRUARY 17, 1965 IN BOOK 22 OF MAPS, AT PAGE 14, SOLANO COUNTY RECORDS, BOUNDED AND DESCRIBED AS FOLLOWS:

THAT PORTION OF SAID LOT 33, AS LIES WEST OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 33, THAT IS SOUTH 89°53'49" EAST 180 FEET FROM THE NORTHWEST CORNER OF SAID LOT 33; THENCE RUNNING SOUTH 0°31'49" WEST AND PARALLEL WITH THE WEST LINE OF SAID LOT 33 TO A POINT ON THE SOUTH LINE OF SAID LOT 33, (BEING ON THE

NORTH LINE OF PHOENIX CIRCLE), AS SHOWN ON THE MAP HEREIN REFERRED TO.

PARCEL FOUR: (APN 0037-151-270)

PARCEL 8, AS SHOWN ON THAT CERTAIN PARCEL MAP OF A PORTION OF LOT 33 IN "SOLANO PARK", IN THE CITY OF FAIRFIELD, COUNTY OF SOLANO, STATE OF

CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER RECORDED JUNE 12, 1967 IN BOOK 1 OF PARCEL MAPS, PAGE 96, SOLANO COUNTY RECORDS.

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SAID PARCELS 1, 2, 3 AND 4 ABOVE ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF PHOENIX DRIVE AND EAST TRAVIS

BOULEVARD, SAID POINT BEING ON THE SOUTHERLY BEGINNING OF CURVE ON PHOENIX DRIVE WITH A RADIUS OF 20.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 88°53’49" EAST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'00", A LENGTH OF 31.45 FEET TO A

POINT OF TANGENCY ON THE SOUTHERLY RIGHT OF WAY LINE OF EAST TRAVIS BOULEVARD, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 1°26’11" WEST; THENCE NORTH 88°53'49" WEST ALONG SAID RIGHT OF WAY LINE 512.69 FEET TO THE WESTERLY LINE OF PARCEL 3; THENCE SOUTH 00°31’49" WEST ALONG SAID WESTERLY LINE 326.73 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 3; THENCE SOUTH 89°28’11" EAST ALONG THE SOUTHERLY LINE OF PARCEL 3 ABOVE; 163.18 FEET TO A POINT OF CURVE ON THE NORTHWESTERLY LINE OF PHOENIX CIRCLE, WITH A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 59°21’24" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 98°15’57", A LENGTH OF

80.61 FEET TO A POINT OF REVERSE CURVE WITH A RADIUS OF 20.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS SOUTH 48°54’33" WEST; THENCE

SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 47°48'22", A LENGTH OF 16.69 FEET TO A POINT OF TANGENCY ON THE NORTHERLY RIGHT OF WAY LINE OF PHOENIX CIRCLE; THENCE ALONG SAID RIGHT OF WAY LINE SOUTH 88°53'49" EAST 270.23 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 20.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 1°06’11" WEST; THENCE

NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 92°13’18", A LENGTH OF 32.19 FEET TO A POINT OF COMPOUND CURVE ON THE WESTERLY RIGHT OF WAY LINE OF PHOENIX DRIVE WITH A RADIUS OF 1180.97 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 86°30’41" EAST;

THENCE NORTHERLY ALONG SAID CURVE AND THE WESTERLY RIGHT OF WAY LINE OF PHOENIX DRIVE THROUGH A CENTRAL ANGLE OF 04°16’44", A LENGTH OF 88.20 FEET TO A POINT OF REVERSE CURVE CONCAVE SOUTHEASTERLY WITH A RADIUS OF 489.07, A RADIAL BEARING THROUGH SAID POINT BEARS SOUTH 84°36’11" WEST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 06°30'00", A LENGTH OF 55.48 FEET TO A POINT OF TANGENCY WITH A RADIAL BEARING OF NORTH 88°53'49" WEST; THENCE NORTH 01°06’11" EAST 145.95 TO THE POINT OF BEGINNING.

PARCEL FIVE: (APN 0037-152-040; 0037-152-050)

LOT 34 AS SHOWN ON A MAP ENTITLED "SOLANO PARK", IN THE CITY OF

FAIRFIELD, COUNTY OF SOLANO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE RECORDER OF SOLANO COUNTY CALIFORNIA, ON FEBRUARY 17, 1965 IN BOOK 22 OF MAPS, AT PAGE 14, SUBJECT PROPERTY IS BOUNDED ON THE NORTH Packet Page 26 of 480Attachment 2 Page 13 of 15

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AND WEST BY PHOENIX CIRCLE AND ON THE SOUTH AND EAST BY PHOENIX DRIVE MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF PHOENIX CIRCLE AND PHOENIX DRIVE,

SAID POINT OF BEGINNING BEING ON THE NORTHERLY BEGINNING OF CURVE

ALONG THE EASTERLY RIGHT OF WAY LINE OF PHOENIX CIRCLE, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 85°44'32" WEST; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY LINE NORTH 04°15'28" WEST 165.74 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY WITH A RADIUS OF 975.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS SOUTH 85°44'32" WEST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 08°45'28", A LENGTH OF 149.03 FEET TO A POINT OF TANGENCY, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 85°30'00" WEST; THENCE NORTH 04°30'00" EAST 176.01 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY WITH A RADIUS OF 20.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 85°30'00" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 86°36'11", A LENGTH OF 30.23 FEET TO A POINT OF TANGENCY ON THE SOUTHERLY RIGHT OF WAY LINE OF PHOENIX CIRCLE; THENCE ALONG SAID RIGHT OF WAY LINE SOUTH 88°53'49" EAST 287.31 FEET TO

THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF

20.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 01°06’11" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 92°13'18", A LENGTH OF 32.19 FEET TO A POINT OF COMPOUND CURVE WITH A RADIUS OF 1009.34 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 86°40'30" EAST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05°02'01", A LENGTH OF 88.67 FEET TO A POINT OF REVERSE CURVE WITH A RADIUS OF 985.99 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS NORTH 81°38'29" WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13°09'39", A LENGTH OF 226.48 FEET TO A POINT OF REVERSE CURVE WITH A RADIUS OF 75.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 85°11'52" WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59°28'41" A LENGTH OF 77.86 FEET TO A POINT OF TANGENCY; THENCE CONTINUING ALONG THE RIGHT OF WAY OF PHOENIX DRIVE SOUTH 55°03'39" WEST 183.40 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 75.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS SOUTH 34°56'21" EAST; THENCE

SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 34°56'21", A LENGTH OF 45.74 FEET TO A POINT OF TANGENCY; THENCE WEST 00°00'00" 65.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY WITH A RADIUS OF 20.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 00°00'00"; THENCE NORTHWESTERLY THROUGH A CENTRAL ANGLE OF 85°44'32", A LENGTH OF 29.93 TO THE POINT OF BEGINNING.

PARCEL SIX: (APN 0037-200-340)
LOTS 16 TO 20 INCLUSIVE, AS SHOWN ON A MAP ENTITLED "SOLANO PARK", IN

THE CITY OF FAIRFIELD, COUNTY OF SOLANO, STATE OF CALIFORNIA, FILED IN Packet Page 27 of 480Attachment 2 Page 14 of 15

Subordination Agreement (Governmental Entity)
[Dover Park] Page A-4

THE OFFICE OF THE RECORDER OF SOLANO COUNTY CALIFORNIA ON FEBRUARY 17, 1965 IN BOOK 22 OF MAPS, AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEASTERLY CORNER OF LOT 16 OF SAID "SOLANO PARK", SAID POINT BEING ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF PHOENIX DRIVE; THENCE SOUTH 55°03'39" WEST ALONG SAID RIGHT OF WAY LINE 127.76 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY WITH A RADIUS OF 125.00 FEET, A RADIAL BEARING THROUGH SAID POINT BEARS SOUTH 34°56'21" EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 34°56'31", A LENGTH OF 76.23 FEET TO A POINT OF TANGENCY, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 00°00'00"; THENCE WEST 00°00’00", 57.89 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY WITH A RADIUS OF 20.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 00°00'00"; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 47°48'22", A LENGTH OF 16.69 FEET TO A POINT OF REVERSE CURVE WITH A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 47°48'22" EAST; THENCE SOUTHWESTERLY ALONG SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 17°46'00", A LENGTH OF

14.57 FEET TO THE NORTHWESTERLY CORNER OF LOT 20 OF SAID "SOLANO PARK"; THENCE SOUTH 00°00'00" ALONG THE WESTERLY LINE OF LOT 20, 286.10 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT 20; THENCE NORTH 55°03'39" EAST ALONG THE SOUTHEASTERLY LINES OF LOTS 16 THROUGH 20, INCLUSIVE, 430.74 FEET TO THE SOUTHEASTERLY CORNER OF LOT 16; THENCE NORTH 34°56'21" WEST ALONG THE NORTHEASTERLY LINE OF LOT 16, 162.00 FEET TO THE POINT OF BEGINNING.

Packet Page 28 of 480Attachment 2 Page 15 of 15

Agenda Item No: 4.

AGENDA REPORT
DATE:April 5, 2022
TO:Fairfield Housing Authority Chair and Commissioners
FROM:David Gassaway, Interim Executive Director
SUBJECT:Resolution HA202203 of the Fairfield Housing Authority Approving to Enter into a Master Agreement with MRI Software, LLC
RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The Fairfield Housing Authority (FHA) utilizes software called Happy Software provided by MRI Software, LLC (MRI) to manage the Housing Choice Voucher (HCV) Program, also known as Section

8. The current version of the software is outdated and does not meet the FHA's current and future needs. The proposed agreement modernizes and upgrades the Happy Software.

DISCUSSION
The FHA is required to have an auditable process and system to manage its HCV program to be compliant with state and federal mandates. In 2011, the FHA contracted with MRI for the Happy Software for this application. The FHA has outgrown the functionality of the current software version and requires an upgrade. The outdated software is experiencing intermittent failures and does not fully satisfy the FHA's current business requirements and client needs. The Information Technology (IT) Department recommends upgrading and migrating Happy Software to the cloud, hosted by MRI, that will streamline the required maintenance and will include future software updates.

The proposed upgrade will:

Update Happy Software to the latest version, and continue to receive the latest upgrades for the life of the agreement
Comply with state and federal mandates
Meet FHAs’ current and future business needs
Modernize the application for improved client services
Improve redundancy by migrating the software to the cloud, hosted and maintained by MRI.

FINANCIAL IMPACT
This agreement has an initial term of five years to obtain discounted pricing. The first year includes Packet Page 29 of 480

Agenda Item No: 4.AGENDA REPORTDATE:April 5, 2022 TO:Fairfield Housing Authority Chair and CommissionersFROM:David Gassaway, Interim Executive DirectorSUBJECT:Resolution HA202203 of the Fairfield Housing Authority Approving to Enter into aMaster Agreement with MRI Software, LLCRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEThe Fairfield Housing Authority (FHA) utilizes software called Happy Software provided by MRISoftware, LLC (MRI) to manage the Housing Choice Voucher (HCV) Program, also known as Section8. The current version of the software is outdated and does not meet the FHA's current and futureneeds. The proposed agreement modernizes and upgrades the Happy Software.DISCUSSIONThe FHA is required to have an auditable process and system to manage its HCV program to becompliant with state and federal mandates. In 2011, the FHA contracted with MRI for the HappySoftware for this application. The FHA has outgrown the functionality of the current software version andrequires an upgrade. The outdated software is experiencing intermittent failures and does not fullysatisfy the FHA's current business requirements and client needs. The Information Technology (IT)Department recommends upgrading and migrating Happy Software to the cloud, hosted by MRI, thatwill streamline the required maintenance and will include future software updates.The proposed upgrade will:Update Happy Software to the latest version, and continue to receive the latest upgrades for thelife of the agreementComply with state and federal mandatesMeet FHAs’ current and future business needs Modernize the application for improved client servicesImprove redundancy by migrating the software to the cloud, hosted and maintained by MRI.

FINANCIAL IMPACT
This agreement has an initial term of five years to obtain discounted pricing. The first year includes cloud migration professional services fees of $9,263, plus annual SoftwareasaService (SaaS) fees of $29,014 for a total firstyear cost of $38,277. Within a 12month period, MRI may increase the annual SaaS fees by the greater of 3.5% or the increase in the U.S. Bureau of Labor Statistics Consumer Price Index (CPIU) for the most recent year.

To accommodate possible pricing increases related to the CPIU, a $5,000 contingency will be added to the contract amount of $164,852. The total cost of this agreement for the initial term will not exceed $169,852, which includes the firstyear professional services fees for cloud migration, five years of the annual SaaS fees, and contingency.

The FHA has the option to renew this agreement for an additional term of 5 years, subject to budget appropriation. The FHA has budgeted for this software to be paid from the Housing Authority Fund (Account Code 021, Responsibility Code 360018441).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
NA
ALTERNATIVE ACTION
FHA may choose to not approve the proposed agreement. However, this would necessitate the FHA to look for alternative software solutions to provide state and federally mandated HCV program management applications. FHA has been using Happy Software since 2011 and business processes have been structured around this application. It would not be in the FHA's best interest to adopt a new vendor and alter existing business processes.

STAFF CONTACT
Savita Chaudhary, Director of IT
(707) 4287582
[email protected]
COORDINATED WITH
City Attorney's Office, Finance Department, Housing Services Department ATTACHMENTS:

Description
Proposed Resolution
Proposed Agreement
REVIEWERS:

Reviewer Action Date
Morales, Lucia Approved 3/25/2022 1:25 PM
Alexander, Amber Approved 3/25/2022 1:30 PM
Packet Page 30 of 480

FAIRFIELD HOUSING AUTHORITY

RESOLUTION NO. HA2022-03

RESOLUTION OF THE FAIRFIELD HOUSING AUTHORITY APPROVING TO ENTER INTO A MASTER

AGREEMENT WITH MRI SOFTWARE, LLC

WHEREAS, the Fairfield Housing Authority (FHA) desires to upgrade its outdated Housing Choice Voucher Program (Section 8) Management Software – Happy Software, and migrate from an FHA installed and maintained application to a vendor-hosted cloud application; and

WHEREAS, the proposed Happy Software version upgrade will increase the stability of system performance, reduce technical faults, and simplify maintenance and operations; and

WHEREAS, the FHA desires to enter into a Master Agreement with MRI Software, LLC to upgrade its existing Happy Software and migrate the application to a vendor-hosted application, as per the attached agreement of $165,776 for the initial 5 -year term.

NOW, THEREFORE, THE FAIRFIELD HOUSING AUTHORITY HEREBY RESOLVES:

Section 1. The executive director is hereby authorized and directed to execute the Master Agreement with MRI Software, LLC, as attached hereto, to upgrade its existing Happy Software and migrate the application to a vendor-hosted application for a 5-year term at a contract total of $164,852 that includes cloud migration and an annual increase of 3.5% to the software-as-a- service fees.

Section 2. To accommodate possible pricing increases related to the U.S. Bureau of Labor Statistics Consumer Price Index (CPI-U), a $5,000 contingency is hereby approved, bringing the total not-to-exceed cost of the agreement to $169,852.

Section 3 Authorization for optional renewal of ongoing hardware and software support for one additional 5-year term subject to budget appropriation is approved.

Section 4. The FHA further authorizes the executive director to take all steps necessary to implement this resolution.

Packet Page 31 of 480Attachment 1 Page 1 of 2

RES. NO. HA2022-03

Page 2 ends

PASSED AND ADOPTED this 5th day of April 2022, by the following vote:

AYES: COMMISSIONERS: PRICE / BERTANI / MOY / PANDURO / TIMM / TONNESEN / VACCARO

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAIN: COMMISSIONERS:

CHAIR

ATTEST:

____________________________

ASSISTANT SECRETARY
Packet Page 32 of 480Attachment 1 Page 2 of 2

Client ID:X538999

File: City of Fairfield Housing Services

MRI Confidential Page 1 of 4

ORDER DOCUMENT #1

SAAS SERVICES

This Order Document is effective as of April 1, 2022 (the “Effective Date”). This Order Document is an offer to make an offer and does not constitute a valid contract between the Parties until countersigned by MRI. Any pricing terms in this Order Document are valid for thirty (30) days following issuance of this Order Document. The terms and conditions found in Exhibit A (“MRI Terms and Conditions”), attached hereto, are incorporated by reference and made a part of this Order Document as fully as if set forth herein. Capitalized terms that are not otherwise defined in this Order Document shall have the meanings set forth in the MRI Terms and Conditions. If Client is utilizing a SaaS Service, this Order Document, the Master Agreement, the SaaS Services Schedule, the Professional Services Schedule and any exhibits and attachments thereto all contained in the MRI Terms and Conditions shall specifically govern the relationship between MRI and Client. If Client is utilizing MRI’s subscription on-premise license, this Order Document, the Master Agreement, the Limited Software License and Maintenance and Support Schedule, the Professional Services Schedule and any exhibits and attachments thereto all contained in the MRI Terms and Conditions shall specifically govern the relationship between MRI and Client. In the event of a conflict between an Order Document and the Master Agreement, the Master Agreement shall prevail, provided, however, that such standard variable terms such as price, quantity, term length and License Metrics, tax exempt status, payment terms and the like shall be as specified on each Order Document. If the Order Document contains language that specifically overrides an enumerated section of the Master Agreement, such specific language in the Order Document shall prevail against the enumerated language in the Master Agreement.

By signing this Order Document, Client verifies that it has read the MRI Terms and Conditions, and acknowledges its agreement to be bound by them.

City of Fairfield Housing Services (“Client”)
823-B Jefferson Street
Fairfield, CA 94533
HAPPY Software, LLC, an MRI Software LLC Company (“MRI”) 28925 Fountain Parkway
Solon, OH 44139

Signature: Signature:

Print Name: Print Name:

Title: Title:

The Parties accept and agree to this Order Document, as follows:

CLIENT CONTACT INFORMATION
Administrator:

Address:

E-mail: Voice:

Fax: Cell:

Technical Contact/Download Recipient:

Address:

E-mail: Voice:

Fax: Cell:

Billing Contact:

Address:

E-mail: Voice:

Fax: ________________________

Roman Telerman
Roman Telerman
Chief Financial Officer
04/08/2022
Packet Page 33 of 480Attachment 2 Page 1 of 25

Client ID:X538999

File: City of Fairfield Housing Services

MRI Confidential Page 2 of 4

SAAS SERVICES
Products License Metric

Quantity Territory
1099s and Payment History Units
Named User
Up to 851 Units
Up to 9 Named User USA
Custom Forms Units
Named User
Up to 851 Units
Up to 9 Named User USA
FileMTCS Units
Named User
Up to 851 Units
Up to 9 Named User USA
FSS Pro Units
Named User
Up to 851 Units
Up to 9 Named User USA
iDIA System Units
Named User
Up to 851 Units
Up to 9 Named User USA
Inspections Units
Named User
Up to 851 Units
Up to 9 Named User USA
Occupancy Units
Named User
Up to 851 Units
Up to 9 Named User USA
Payments Units
Named User
Up to 851 Units
Up to 9 Named User USA
Remote Screen Sharing Units
Named User
Up to 851 Units
Up to 9 Named User USA
Report Writer Units
Named User
Up to 851 Units
Up to 9 Named User USA
Tenant Accounts Receivable Units
Named User
Up to 851 Units
Up to 9 Named User USA
Waiting List Units
Named User
Up to 851 Units
Up to 9 Named User USA
WaitListCheck – Online Application Collection Units
Named User
Up to 851 Units
Up to 9 Named User USA
WaitlistCheck Online Application Status Units
Named User
Up to 851 Units
Up to 9 Named User USA
Database Each Up to 1 Production USA

Packet Page 34 of 480Attachment 2 Page 2 of 25

Client ID:X538999

File: City of Fairfield Housing Services

MRI Confidential Page 3 of 4

FEES, PAYMENT AND TERM
Initial Term
(1)
Effective Date First Twelve Months SaaS Fees
(2)
Five (5) Year April 1, 2022 $29,014
(1) The Initial Term and any Renewal Term are non-cancelable, subject to termination rights as set forth in the Agreement. (2) MRI may, at any time after the first twelve (12) months of the Effective Date listed above, and in its sole discretion, modify the Fees upon ninety (90) calendar day prior written notice to Client. Notwithstanding the foregoing, the Fees shall not increase in each subsequent twelve (12) month period by more than the greater of (i) three and a half percent (3.5%); or (ii) the increase in the US Bureau of Labor Statistics Consumer Price Index (CPI-U) for the most recent year. A twelve (12) month period commences on the anniversary of the Effective Date. For purposes of notice in this footnote, email or first-class mail will suffice.

Payment Terms: Fees are due in U.S. Dollars annually in advance. Initial payment must be received by MRI prior to the Effective Date and any Renewal Term; MRI has no obligation to provide SaaS Services until such payment is received.

LICENSE METRICS AND USE RIGHTS DEFINITIONS
Definitions
A “Unit” is a space rented or designed to be rented to a tenant for residential use and is characterized by a unique tenant, a unique mailing address, or a unique physical location. “Units” include without limitation AHR Units and DHCR Units.

A "Named User” license permits Clients to assign User IDs only to a fixed number of specifically named employee users or Affiliates, and simultaneous access to the licensed Program is limited to those specific named users.

Use Rights: The license to use the SaaS Service is priced based on Client’s License Metrics as of the Effective Date of this Order Document and allows Client to use the Software to manage up to the quantity set forth above. Additional licenses must be purchased by Client in the event the number of actual License Metrics exceeds such licensed quantity. If Client’s actual License Metrics exceed such licensed quantity, then MRI reserves the right to charge a premium fee for any additional License Metric used. The cost for these additional licenses will be at MRI’s then-current fees. There shall be no fees adjustments or refunds for any actual License Metrics decreases. Fees (other than monthly user access fees) are based on quantity purchased, not usage.

Self-Certification: Without prejudice to MRI’s audit rights pursuant to the Agreement, Client will, by April 1st of each year, document and certify that use of the SaaS Services is in full conformity with the use rights granted hereunder. The Self-Certification Document can be found in the MRI Terms and Conditions.

Packet Page 35 of 480Attachment 2 Page 3 of 25

Client ID:X538999

File: City of Fairfield Housing Services

MRI Confidential Page 4 of 4

MAINTENANCE AND TECHNICAL SUPPORT

Maintenance Level: Standard

Designated Support Contacts:

Maintenance and Support may only be requested by the two (2) Designated Support Contacts named below who must have successfully completed MRI’s standard training course prior to (i) logging case requests; or (ii) receiving status updates on cases. Client may change these Designated Support Contacts from time to time, to other Client employees, by promptly delivering in writing to MRI the names and contact information of the new Designated Support Contacts (email is sufficient). The SaaS Services fees are related to the number of contacts; access to support by any additional contacts will be subject to additional fees.

One (1) Designated Support Contact must be the Administrator listed above in this Order Document.

The initial Designated Support Contacts of Client are:

Name:

Title:

Phone:

Address:

Email:

Name:

Title:

Phone:

Address:

Email:

Packet Page 36 of 480Attachment 2 Page 4 of 25

Updated March 2021 MRI Confidential Page 1 of 43

EXHIBIT A

MASTER AGREEMENT
This Master Agreement is entered into between MRI Software company named in the attached Order Document (“MRI”) and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Master Agreement to be effective as of the Effective Da te, as defined in the Order Document. As used in this Agreement, “Party” means either Client or MRI, as appropriate, and “Parties” means Client and MRI.

1. PURPOSE AND SCOPE

1.1 Master Agreement. This Master Agreement establishes the general terms and conditions to which the Parties have agreed in order to facilitate the licensing of residential and/or commercial property management enterprise software, content, other products and/or the provision of related services.

Additional product or service-specific terms and conditions are set forth in one or more Schedules (as further defined in Section 1.2 herein).

All references to the “Master Agreement” shall mean this document, exclusive of Schedules. All references to the “Agreement” wherever found shall include this Master Agreement, all Schedules, the Order Document and any attachments incorporated in the Schedules.

1.2 Incorporation of Schedules. This Master Agreement shall fully incorporate by reference the terms and conditions found in each of the Schedules indicated on the Order Document or incorporated into these terms The Parties may execute, from time to time, additional Schedules under the terms of this Master Agreement.

1.3 Incorporation of Order Documents.
“Order Document” means the document(s), regardless of its actual name, executed by the Parties which incorporates by reference the terms of this Master Agreement and applicable Schedules, and describes Client’s order -specific information, such as description of Software or Services ordered, license scope, use and restrictions, fees, milestones, and/or Third Party EULAs, if any.

At any time after execution of the initial Order Document, Client may purchase additional Software licenses or Services or otherwise expand the scope of such license or Services granted under an Order Document, upon MRI’s receipt and acceptance of a new Order Document specifying the foregoing.

1.4 Owner. The Software is designed to be used for residential and/or commercial property management. If the Client is not the owner of such property or not the owner of all such properties for which the Software or any Service is utilized; but rather, Client is the manager for the owner of such property (with the non-Client property owner defined as “Owner”), then Client represents that Client either: (i) is entering this Agreement directly in privity with MRI; or (ii) is the duly appointed agent of the Owner and has the authority to enter into and perform the Agreement and use the Software and Services pursuant to the terms set forth in the Agreement. Client shall at all times be solely liable for the payment of all fees and the observance of all obligations, terms and conditions of the Agreement, regardless of any action, inaction or non-payment by any Owner. Client shall keep MRI apprised in writing at all times of the identity and contact information of the Owner, and if Client’s relationship changes with respect to the Owner (by way of example and not by way of limitation, such as if Client’s agency or management relationship with Owner terminates). If Client’s relationship with an Owner or a particular property terminates for any reason, Client shall continue to be liable for any and all fees related to such Owner or property regardless of when such fees are billed by MRI. Client shall immediately notify MRI in the event of any change in ownership or control (including any change in control pursuant to a management contract) of Client, Owner or any of the properties, sites, or communities authorized for use of any Software or SaaS Service. Client shall undertake all reasonable efforts to assist in deactivating the ability of any such sold or transferred properties, sites and communities to use or benefit from any Software or SaaS Service. Client shall remain fully liable for the use of any Software or SaaS Service until proper notification is completed.]

1.5 Administrators. For the purposes of this Agreement, “Administrators” means the individual so designated by Client on the Order Document. An Administrator has full administrative privileges for all Software and Services, including without limitation (i) creating, deleting or modifying databases or user accounts; (ii) creating, deleting, copying, restoring or requesting copies of databases; (iii) requesting security and audit reporting; (iv) security class modification; and (v) site modification. Once named, the Administrator(s) shall have sole authority to instruct MRI and make decisions on behalf of Client regarding Client’s use of the Software or Services. MRI shall be entitled to rely upon any representation of the Administrator(s) without further verification of authority. MRI may, from time to time, in its sole discretion, require written documentation of Client verifying the authority or continued authority of any Administrator, which Client shall provide upon request. At least one (1) Administrator must be a Designated Support Contact. An Administrator must be an employee of the Client.

1.6 Designated Support Contact. For the purposes of this Agreement, “Designated Support Contacts” means the Client employees so designated by Client on the Order Document. The Client shall have the number of Designated Support Contacts as designated on the Order Document. Only a Designated Support Contact shall be permitted to contact MRI for any Maintenance and Support services and shall have the authority to (i) log case requests; and (ii) receive status updates on cases. A Designated Support Contact must be an employee of the Client.

1.7 Client User. For the purposes of this Agreement, “Client User” means a Client employee or Client Affiliate, acting directly on behalf of Client and using the Software or Services solely for the purpose of the Client’s internal business operations. If an Affiliate is a Client User, Client warrants that it has the authority to bind such Affiliate(s) to the terms of the Agreement and any applicable Schedule and further warrants that Client shall be jointly and severally responsible (with any such Affiliates) for a breach of such terms by its Affiliates.

Client shall only permit Client Users to access and use any Software or Service and represents and warrants that all Client Users shall comply with the terms and conditions of use set forth in this Agreement and each such Client User shall be bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of this Agreement. Client shall indemnify and hold MRI harmless for all loss, damages, costs and expenses (including reasonable attorneys’ fees) incurred by MRI for any breach or other violation of this Agreement by a Client User. An independent contractor, agent or other third party acting on behalf of Client may be deemed a Client User upon prior written consent of MRI, which MRI shall determine in its sole discretion, and may require such independent contractor, agent or other third party to certify with or enter contractual terms with MRI acceptable to MRI. In no event shall the combined Packet Page 37 of 480Attachment 2 Page 5 of 25

Updated March 2021 MRI Confidential Page 2 of 43

use of the Software or Services hereunder by Client and its Client Users exceed the Licensed Metrics authorized under the applicable Order Document.

2. DEFINITIONS
“Affiliate” means an entity controlling, controlled by or under common control with a Party to the Agreement where control means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
“Client” means the entity that has entered into this Agreement with MRI. “Client” also refers to Affiliates authorized to use the Software and Services in accordance with Section 1.7.
“Client Data” means any data and information that Client provides, generates, transfers or makes available to MRI under the Agreement, whether printed, electronic, or in some other format. Client Data shall also include data and information belonging to Owner as well as Owner’s customers and Client’s customers.
“Content” means any information, data, text, software, music, sound, photographs, graphics, video messages or other material to which Client is provided access through MRI or the Software.
“Configurations” means, regardless of whether such Configurations are performed by MRI, Client or Client User, (i) configurations implemented through use of the MRI application toolkit or other MRI approved industry standard toolkit, and not through source code change, or (ii) modifications to standard services reports. Notwithstanding any other provision in the Agreement, if Client has Configurations performed by a third party, such third party must be qualified as a Client User pursuant to Section 1.7 prior to the disclosure of any MRI Confidential Information to such third party.
“Documentation” means the user instructions, release notes, Functional Specifications, manuals and on-line help files in the form generally made available by MRI, regarding the use of the applicable Software. “Functional Specifications” means those specifications of the MRI Software’s functionality as set forth in the MRI Software LLC and Affiliated companies Functional Specifications, which may be found on
www.mrisoftware.com/MRIfunctionalspecs.asp , which specifications may be updated from time to time by MRI upon posting new specifications at such web page address, so long as update does not have a detrimental impact on service levels or functionality of Software or any Services.
“Intellectual Property” means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patents rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which MRI has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in.
“License Metrics” means the limitation on the usage of each of the Software and Maintenance and Support services as designated and/or defined in the applicable Order Document by a term such as the number of leases, units, assets, users and the like.
“Maintenance and Support” includes (i) phone assistance and workarounds so that the Software operates in material conformance with the Functional Specifications, and (ii) Updates, all of which are provided under MRI’s Maintenance and Support Policies (as may be amended by MRI from time to time) in effect at the time the Support is provided. For the avoidance of doubt, Maintenance and Support excludes Professional Services. “Maintenance and Support Policies” means those policies and procedures listed in the Maintenance and Support Policies, that may also be found on MRI’s website at www.mrisoftware.com/maintenanceandsupport , which may be subject to update by MRI from time to time, so long as update does not have a detrimental impact on service levels or functionality of Software or any Services. “MRI Software” means each MRI-developed and/or MRI-owned software product in machine readable object code (not source code), the Documentation for such product, and any Updates and Upgrades thereto (if purchased by Client). “Owner” is defined in Section 1.4.
“Professional Services” means data conversion, implementation, site planning, configuration, integration and deployment of the Software or SaaS Services, training, project management and other consulting services. “Protected Materials” means Software, Content, Services, Configurations, license keys and MRI’s or its licensors’ Intellectual Property or Confidential Information.
“SaaS Services” the provision of the Software and/or Content as a service which is hosted by MRI or its hosting providers and which is accessed by Client via the internet, as more fully described in the SaaS Services Schedule and associated Order Document(s).
“Services” means collectively (i) the Professional Services; (ii) Maintenance and Support, and (iii) SaaS Services.
“Software: means collectively the MRI Software and Third Party Software. “Third Party EULA” or “EULA”: the end user license agreement, if any, that accompanies or pertains to the Third Party Software, and that is incorporated into the Agreement, appended to the Order Document or is otherwise published by the third party supplier, and which governs the use of or access by Client to the applicable Third Party Software. A current list of Third Party EULAs may be found at www.mrisoftware.com/EULA , which may be updated from time to time. “Third Party Software” means software in object code form, including Documentation, Updates and Upgrades (if purchased by Client), owned by an entity other than MRI which are to be provided to Client by MRI on a pass- through, reseller or OEM basis pursuant to the terms of the EULA. “Updates” means a new version of the Software, if and when developed after the effective date of the Order Document, which MRI makes generally available to its customers as part of the Maintenance and Support. Updates include bug fixes, patches, error corrections, non-new platform changes, or minor modifications or revisions to the Software that enhance existing performance.

Updates exclude Upgrades and new products, modules or functionality for which MRI generally charges a separate fee.

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“Upgrade” means a new Software release that may contain (i) new applications; (ii) major functionality enhancements or improvements; and/or (iii) a new platform, which MRI designates as an Upgrade and for which MRI charges a separate license fee or, at MRI’s election, new modules or products, or major releases that include significant feature enhancements or significant architectural modifications for which MRI charges an incremental upgrade fee.

3. FINANCIAL TERMS

3.1 Fees and Payment Terms. Fees are specified in the applicable Order Document. Fees are exclusive of, and Client is responsible for, shipping costs.

Payment of all fees is due thirty calendar (30) days after the invoice date, unless otherwise agreed in the Order Document. Interest accrues on past due balances at the lesser of a one and a half percent (1½%) per month compounded or the highest rate allowed by law. Client is responsible for providing an accurate billing contact on the Order Document and updating that billing contact as needed from time to time such that MRI always has an accurate billing contact for Client.

If Client fails to make payments of any fees due under the Agreement, Client shall be in material breach of this Agreement. MRI will be entitled to suspend its performance upon calendar ten (10) days’ written notice to Client and/or to modify the payment terms, and to require full payment before any additional performance is rendered by MRI. Notwithstanding any of MRI’s rights enumerated in Sections 3.1 or 9 of this Master Agreement, if Client fails to timely pay applicable fees under an Order Document, MRI shall be entitled to collect all past and, current amounts due and owing. Client shall be responsible to pay any collection expenses (including attorneys’ fees) incurred by MRI.

Unless expressly provided otherwise, fees paid or payable for Software licenses, SaaS Services or Maintenance and Support are not contingent under any circumstances upon the performance of any Professional Services.

3.2 Taxes. Unless expressly provided otherwise, the prices in the Agreement do not include taxes. Client agrees to pay any taxes, other than those based on MRI’s net income, arising out of the Agreement, including goods and services tax imposed on MRI in connection with supplies made under the Agreement. If Client is tax-exempt, Client agrees to send MRI a copy of its tax- exempt certificate prior to execution of a Schedule. Client agrees to indemnify MRI from any liability or expense incurred by MRI as a result of Client’s failure or delay in paying taxes due by Client.

3.3 Travel Expenses. Unless otherwise noted within the Order Document, MRI’s reasonable travel and lodging expenses incurred by MRI in the performance of Services on Client’s site will be billed separately at actual cost, so long as such expenses are approved in writing in advance by Client.

4. CONFIDENTIALITY

4.1 Defined. By virtue of the Agreement, the Parties may be exposed to or be provided with certain confidential and proprietary information of the other Party or third parties, including but not limited to information designated as confidential in writing or information which by its nature ought to be in good faith considered confidential and proprietary to the disclosing Party (“Confidential Information”).

Confidential Information of MRI and/or its licensors includes but is not limited to the terms and conditions (but not the existence) of the Agreement, including without limitation all Order Documents, fees and charges, all trade secrets, software, source code, object code, specifications, documentation, business plans, customer lists and customer-related information, financial information, proposals, budgets as well as results of testing and benchmarking of the Software or Services, product roadmap, data and other information of MRI and its licensors relating to or embodied in the Software or Documentation. MRI’s placement of a copyright notice on any portion of any Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of MRI.

4.2 Non-Disclosure. Each Party will protect the other Party’s Confidential Information from unauthorized use or dissemination and use the same degree of care that each such Party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither Party will use Confidential Information of the other Party for purposes other than those necessary to directly further the purposes of the Agreement. Neither Party will disclose to third parties Confidential Information of the other Party without prior written consent of such other Party. Notwithstanding anything in this Agreement to the contrary, Client agrees that, upon request by Owner, MRI may communicate directly with the Owner about all aspects of the Agreement, the Client Data, and any other Client Confidential Information, if applicable.

4.3 Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving Party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving Party; (ii) was rightfully in the receiving Party's possession before receipt from the disclosing Party free of any obligation to keep it confidential; (iii) is lawfully obtained from a third party who has the right to make such disclosure; or (iv) has been independently developed by the receiving Party without reference to any Confidential Information of the disclosing Party.

4.4 Compelled Disclosure. The receiving Party may disclose Confidential Information of the disclosing Party if it is compelled by law to do so, provided the receiving Party gives the disclosing Party sufficient prior notice of such compelled disclosure (to the extent legally permitted) to permit the disclosing Party a reasonable opportunity to object to the compelled disclosure and to allow the disclosing Party the opportunity to seek a protective order or other appropriate remedy. The receiving Party shall provide reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.

The Parties acknowledge that Client is subject to the California Public Records Act, Government Code section 6250 et seq. (“CPRA”), and in the event that Client reasonably determines that the release of Confidential Information is required by the CPRA, Client will notify MRI reasonably in advance of Client’s intention to release the Confidential Information to give MRI a reasonable opportunity to seek protective legal treatment for such Confidential Information.

4.5 Remedy/Injunctive Relief. The Parties acknowledge that disclosure of any Confidential Information may give rise to irreparable injury to the Party whose information is disclosed, which injury may be inadequately compensated in damages. Therefore, either Party may seek injunctive relief against the other Party’s breach or threatened breach of this Section 4 as well as any other legal remedies that are available.

5. PRIVACY
Client represents and warrants that before providing non-public personal or financial information to MRI or its agents, it will comply with any laws applicable to the disclosure of personal information, including providing notices to or obtaining permission from third parties to allow sharing of their personal information with MRI under the Agreement. Notwithstanding anything in this Agreement to the contrary, Client hereby grants to MRI a perpetual, non- cancellable, worldwide, non-exclusive right to utilize any anonymous and aggregate data that arises from the use of the Protected Materials by Client whether disclosed on or prior to the Effective Date for any legitimate business purpose, including the right to sublicense such data to third parties, on an anonymous or aggregate basis only, subject to all legal restrictions regarding the use and disclosure of such information..

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If Client provides personal data to MRI from data subjects in Australia, Canada or the European Union (“EU”), then Client hereby (a) acknowledges that in connection with any products or services provided by MRI under this Agreement, MRI may transfer/access/store/process personal data outside of the EU and Canada in countries (such as the United States) that under EU laws may not ensure an adequate level of data protection (the “Data Transfer”); and (b) consents to such Data Transfer. Client shall ensure that it complies with all applicable that apply to Client as the data controller of such personal data in connection with the Data Transfer. MRI will take reasonable measures to protect the security of such personal data transferred by Client to MRI.

6. LIMITED RIGHTS AND OWNERSHIP

6.1 Reservation of Rights. All rights not expressly granted in the Agreement are reserved by MRI and its licensors. Client acknowledges that: (i) all Software is licensed and not sold and all Content is subscribed to and not sold; (ii) Client acquires only the right to use the Protected Materials and MRI, its licensors, and Content providers shall retain sole and exclusive ownership of all rights, title, and interest in the Protected Materials, including (whether developed by MRI, Client, Client User, or other third party) (a) Intellectual Property embodied in or associated with the Protected Materials, (b) deliverables and work product associated with the Protected Materials, and (c) all copies and derivative works thereof; and (iii) the Protected Materials, including the source and object codes, logic and structure thereof, constitute valuable trade secrets of MRI and its licensors. Client hereby assigns to MRI all right, title and interest in and to Configurations developed by Client, Client User or by any other third party on behalf of Client; however, Client shall retain a license to use such Configurations for so long as Client retains a license to use the Software or SaaS Services, as applicable, used in conjunction with such Configurations. Client agrees to secure and protect the Protected Materials consistent with the maintenance of MRI’s and its licensors’ rights therein, as set forth in this Master Agreement. If Client provides to MRI any ideas, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), Client hereby give to MRI, without charge, royalties or other obligation, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. Client agrees to execute such further instruments, and take such further actions as MRI may reasonably request, at MRI’s expense, to apply for, register, perfect, confirm, and protect MRI’s rights. Client shall reimburse MRI for any and all expenses that MRI may incur (including interest, attorneys’ fees and other legal expenses) in connection with MRI’s efforts to enforce its rights against Client with respect to the Protected Materials, or any of MRI’s Intellectual Property rights in the event MRI prevails in such enforcement efforts.

6.2 Restrictions. Client shall not itself, or through any Affiliate, Client User, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host (except Client shall be permitted to host the MRI Software with respect to a perpetual software license), lease, rent, license or sublicense, in whole or in part, the Protected Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Software, including the license keys, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Protected Materials to any user other than Client Users; (iv) write or develop any derivative works based upon the Protected Materials, except for authorized Configurations; (v) modify, adapt, translate or otherwise make any changes to the Protected Materials or any part thereof; (vi) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis, other than on behalf of Owner, if applicable; (vii) disclose or publish, without MRI’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Protected Materials; or (viii) otherwise use or copy the Protected Materials except as expressly permitted herein.

6.3 Client Data. Notwithstanding anything in this Agreement to the contrary, Client and/or Owner retains sole and exclusive ownership to any and all Client Data.

6.4 License Grant by Client. Client grants to MRI a non-exclusive, royalty free license to use equipment, software, Client Data or other material of Client solely for the purpose of performing MRI’s obligations under the Agreement.

6.5 Enforcement. Client shall (i) ensure that all users of Protected Materials comply with the terms and conditions of the Agreement, (ii) promptly notify MRI of any actual or suspected violation thereof and (iii) cooperate with MRI with respect to investigation and enforcement of the Agreement. The Software contains code-based protections that serve to prevent and remedy violations of the license restrictions. If the Software is hosted on Client’s technology systems, MRI may access the Software remotely in order to ensure Client’s compliance with the license terms and other restrictions of the Agreement.

7. INDEMNIFICATION

7.1 Intellectual Property Infringement. MRI will defend or settle, at its option and expense, any action, suit or proceeding brought against Client by a third party that the MRI Software or SaaS Services infringe a third party’s UK, Australia or USA patent, registered copyright, or registered trademark (“IP Claim”). MRI will indemnify and hold harmless Client against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such IP Claim, provided that Client:
(i) promptly gives written notice of the IP Claim to MRI; (ii) gives MRI sole control of the defense and settlement of the IP Claim; (iii) provides MRI, at MRI’s expense, with all available information and assistance relating to the IP Claim and cooperates with MRI and its counsel; (iv) does not compromise or settle such IP Claim; and (v) is not in material breach of the Agreement.

7.2 Indemnification Exceptions. MRI has no obligation to the extent any IP Claim results from: (i) Client having modified the MRI Software or SaaS Services or used a release other than a current unaltered release of the MRI Software, if such an infringement would have been avoided by the use of a current unaltered release of the MRI Software, (ii) Content and/or any Third Party Software, (iii) Configurations or (v) the combination, operation or use of the MRI Software or SaaS Services with software or data not provided by MRI.

7.3 Infringement Remedies. If it is adjudicated that an infringement of the MRI Software or SaaS Service by itself and used in accordance with the Agreement infringes any UK, Australia or USA patent, registered copyright, or registered trademark, MRI shall, at its option: (i) procure for Client the right to continue using the MRI Software or SaaS Service; (ii) replace or modify the same so it becomes non-infringing; or (iii) MRI shall terminate the applicable license or Service and shall refund to Client (a) with respect to a perpetual license to the MRI Software, the license fees for the affected Software, less 1/12 thereof for each month or portion thereof since the original Effective Date, or (b) with respect to SaaS Services and/or limited term Software licenses, the pre-paid portion of the SaaS Services or term license fees paid to MRI for the affected MRI Software or Service. SECTIONS 7.1, 7.2 AND 7.3 STATE MRI’S ENTIRE OBLIGATION TO CLIENT AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

7.4 Client Indemnification. Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to (i) the Client Data; (ii) Client’s or its users’ use of the Software or the SaaS Services in violation of the Agreement; (iii) Client or any user infringing or misappropriating the Intellectual Property rights of MRI or of the Third Party Software or violating applicable law; or (iv) Client’s or its users’ misuse of the Software or SaaS Service or Client’s or its users’ use or misuse of the Client Packet Page 40 of 480Attachment 2 Page 8 of 25

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Data (including, without limitation, accessing, providing access, using or distributing the Client Data) (each of the above a “Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable attorneys’ fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defense and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.4 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.8
DISCLAIMERS AND LIMITATION OF LIABILITY.

8.1 Disclaimer of Warranties. THE WARRANTIES, IF ANY, SET FORTH

IN THE AGREEMENT AND SCHEDULES ARE IN LIEU OF, AND MRI, ITS

LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM

EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, CONDITIONS OR

OTHER TERM EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY SOFTWARE, SAAS

SERVICE, CONTENT, DELIVERABLES OR OTHER SERVICES ARE ERROR-

FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL
ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (iii) ANY WARRANTY, CONDITION OR OTHER TERM

THAT CONTENT AND/OR THIRD PARTY SOFTWARE WILL BE ACCURATE, RELIABLE AND ERROR-FREE AND (iv) ANY AND ALL IMPLIED

WARRANTIES, CONDITION OR OTHER TERM ARISING FROM STATUTE,

COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF
TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY MRI, ITS

AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR
CHANGE ANY WARRANTY PROVIDED HEREIN. ALTHOUGH CERTAIN OF

THE SOFTWARE AND CONTENT MAY BE DESIGNED TO HELP CLIENTS

COMPLY WITH APPLICABLE LAWS AND REGULATIONS, MRI HEREBY

DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUFFICIENCY OR ACCURACY OF THE SOFTWARE AND CONTENT IN THIS REGARD;

MOREOVER, VARIOUS STATE LAWS MAY APPLY, AND THE SOFTWARE DOES NOT INCORPORATE STATE LAW REQUIREMENTS. ALL SUCH LAWS

AND REGULATIONS MAY CHANGE FROM TIME TO TIME, AND THE

SOFTWARE AND CONTENT MAY NOT BE UPDATED TO REFLECT SUCH CHANGES. CLIENT SHOULD CONSULT AN ATTORNEY WITH RESPECT TO COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

8.2 Connection Over Internet. EXCEPT AS SET OUT IN THE DATA

PROTECTION AND SECURITY SCHEDULE, CLIENT ACKNOWLEDGES

THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE

OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT

SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE
SERVICES AND CLIENT DATA. ACCORDINGLY, MRI CANNOT AND DOES

NOT GUARANTY THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY

INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.

8.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, MRI’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED

UNDER THE AGREEMENT) TO CLIENT FOR ANY CLAIM BY CLIENT OR ANY

THIRD PARTIES UNDER THE AGREEMENT, EXCLUDING LIABILITY
PURSUANT TO SECTION 7 (Indemnification) WILL BE LIMITED TO FOUR TIMES THE FEES PAID FOR THE PRIOR TWELVE (12) MONTHS FOR THE SOFTWARE OR SERVICE WHICH IS THE SUBJECT MATTER OF THE CLAIM.

SHOULD THERE BE A CLAIM IN THE INITIAL 12 MONTHS OF THE INITIAL TERM, TO THE FULLEST EXTENT PERMITTED BY LAW, MRI’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED UNDER THE

AGREEMENT) TO CLIENT FOR ANY CLAIM BY CLIENT OR ANY THIRD

PARTIES UNDER THE AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 7 (Indemnification) WILL BE LIMITED TO THE FEES PAYABLE IN THE FIRST 12 MONTHS.8.4 Third Party Software and Content. From time to time, MRI may utilize Third Party Software and Content in order to deliver the Software or Services to its Clients. Client’s use of the Third Party Software and Content is subject to and Client shall comply with the terms of any applicable Third Party EULAs. The licensors of such Third Party Software are intended third party beneficiaries with rights to enforce the Third Party EULAs. MRI has no control over Third Party Software providers or the availability of the Third Party Software and Content. In its discretion, MRI may add, remove, and/or substitute any Third Party Software. THE PROVISION OF CONTENT IS SUBJECT TO

AVAILABILITY FROM THIRD PARTY CONTENT PROVIDERS AND MRI

SHALL HAVE NO LIABILITY SHOULD SUCH CONTENT BECOME

UNAVAILABLE FOR ANY REASON OR IS NO LONGER AVAILABLE UNDER REASONABLE COMMERCIAL TERMS. PROVIDED THAT MRI IS

OTHERWISE IN COMPLIANCE WITH ITS WARRANTY PROVISIONS UNDER

THE APPLICABLE SCHEDULES, MRI MAKES NO WARRANTY WITH
RESPECT TO ANY THIRD PARTY SOFTWARE OR ANY CONTENT; AND CLIENT’S SOLE REMEDY WITH RESPECT TO SUCH THIRD PARTY
SOFTWARE SHALL BE PURSUANT TO THE ORIGINAL LICENSOR’S

WARRANTY, IF ANY, TO MRI, TO THE EXTENT PERMITTED BY THE ORIGINAL LICENSOR. CONTENT AND THIRD PARTY SOFTWARE ARE MADE AVAILABLE ON AN “AS IS, AS AVAILABLE” BASIS.

8.5 No Special Damages. EXCEPT IN THE CASE OF THE CLIENT WITH RESPECT TO SECTIONS 7 (INTELLECTUAL PROPERTY) AND SECTION 3

OF THE SAAS SCHEDULE (GRANT OF USE), IN NO EVENT WILL EITHER

PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL

DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS,

REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER

ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT,

BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT

LIABILITY OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS
PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.6 Not Used

8.7 Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.

9. TERM AND TERMINATION

9.1 Term. The term of this Master Agreement shall commence on the Effective Date set forth above and shall continue in full force and effect until the expiration or termination of all Schedules, unless otherwise terminated earlier as provided hereunder.

9.2 Termination. Either Party may terminate the Agreement including all Schedules immediately upon written notice in the event that the other Party commits a non-remediable material breach of the Agreement, or if the other Party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching Party within thirty (30) calendar days of being notified in writing of such breach, except for breach of Section 3.1 (Fees and Payment Terms) which shall have a ten (10) calendar day cure period.

Where a Party has a right to terminate the Agreement, the non-breaching Party may at its discretion either terminate the Agreement or the applicable Schedule.

Schedules that are not terminated shall continue in full force and effect under the terms of this Master Agreement.

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9.3 Post-Termination Obligations. Following termination of the Agreement or a Schedule (for whatever reason), Client shall certify that it has returned or destroyed all copies of the applicable Software, Content and Confidential Information of MRI and acknowledges that its rights to use the same are relinquished. Termination of this Agreement for any reason shall not excuse Client’s obligation to pay in full any and all amounts due. Upon the termination of this Agreement based on Client’s default, Client shall pay to MRI all undisputed amounts due and payable hereunder. Upon termination for MRI’s breach, MRI shall refund such amounts that Client has pre-paid but for which Services have not been provided. Client shall use its commercially reasonable efforts to remove all Client Data from any Software or SaaS Service prior to termination of the Agreement or applicable Schedule. Client may engage MRI to assist Client in removing such Client Data at MRI’s then standard rates. If any Client Data remains in the Software or SaaS Service more than thirty (30) calendar days after the effective date of termination, MRI may, in its sole discretion and without notice, delete any and all Client Data. At any time before or after termination, if an Owner requests that any Client Data be provided directly to such Owner, Client agrees that MRI may transfer such Client Data directly to such Owner, and that MRI shall not be liable for any damages that result from the transfer of Client Data to an Owner.

10. REPRESENTATIONS AND WARRANTIES

10.1 MRI warrants that: (a) it is a business, duly incorporated or established, validly existing, and in good standing under the laws of its state of incorporation; (b) it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles; (d) it shall comply with all applicable laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; (d) as at the Effective Date there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would have an actual material adverse effect on its ability to fulfill its obligations under this Agreement. 10a. NO EFFECT OF CLICK-THROUGH TERMS AND CONDITIONS
Other than as set out herein with respect to Third Party Software, where a Client User is required to “click through” or otherwise accept or be made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.
10b. INSURANCE
MRI shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers covering the operations of MRI, pursuant to this Agreement:

Coverage Minimum Limits
Commercial General
Liability
$1,000,000 per
occurrence
$2,000,000 aggregate
Automobile Liability
including coverage for
owned, non-owned and
hired vehicles
$1,000,000 per
occurrence
Workers' Compensation Statutory
Employers' Liability
Insurance
$1,000,000 per
occurrence
Network Security &
Privacy Liability/
Technology Errors &
Omissions
$10,000,000 per claims-
made
$10,000,000 aggregate
MRI shall add Client as an additional insured to its ‘Commercial General Liability’ policy for the Term.

10. GENERAL PROVISIONS

10.1 Security The Parties agree to comply with the security measures outlined in the Data Protection and Security Schedule attached.

10.2 Force Majeure. Neither Party shall incur any liability to the other Party on account of any loss, claim, damage or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations), if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without any negligence on the part of the Party seeking protection under this Section. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire or explosions (“Force Majeure Events”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

10.3 Assignment. MRI may novate, transfer, or assign the Agreement and all of its rights and obligations herein without Client’s approval to its parent company or other affiliated company, to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. Client will be notified of such assignment post-completion and within a reasonable timescale. Neither Party may otherwise assign or transfer the Agreement without the prior written consent of the other Party.

10.4 Notice of U.S. Government Restricted Rights. If the Client hereunder is the U.S. Government, or if the Software is acquired hereunder on behalf of the U.S. Government with U.S. Government federal funding, notice is hereby given that the Software is commercial computer software and documentation developed exclusively at private expense and is furnished as follows: “U.S. GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software by or on behalf of the U.S. Government shall be subject to this Agreement and the restrictions contained in subsection (c) of FAR 52.227-19, Commercial Computer Software - Restricted Rights (June 1987)”.

10.5 Export. Client shall comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that the Software is not exported, directly or indirectly, in violation of those laws.

10.6 Not used
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10.7 Compliance. During the term of this Master Agreement, Client shall maintain and make available to MRI records sufficient to permit MRI or an independent auditor retained by MRI to verify, upon ten (10) calendar days’ written notice, Client’s full compliance with the terms and requirements of the Agreement. Such audit shall be performed during regular business hours. If such verification process reveals any noncompliance by Client with the Agreement, Client shall reimburse MRI for the reasonable costs and expenses of such verification process (including, but not limited to the fees of an independent auditor) incurred by MRI, and Client shall promptly cure any such noncompliance, including without limitation through the payment of any and all fees owed to MRI during the period of noncompliance; provided, however, that the obligations under this Section do not constitute a waiver of MRI’s termination rights. Client acknowledges that the Software may include a license manager component to track usage of the Software and agrees not to impede, disable or otherwise undermine such license manager’s operation.

10.8 Notices. Any notice required or permitted to be sent under the Agreement shall be delivered by hand, by overnight courier, or by certified mail, return receipt requested, to the address of the Parties first set forth in the Agreement or to such other address of the Parties designated in writing in accordance with this subsection.

10.9 Relationship. The Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship.

Neither Party may bind the other Party or act in a manner which expresses or implies a relationship other than that of independent contractor.

10.10 Invalidity. If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10.11 Survival. The following provisions will survive any termination or expiration of the Agreement or a Schedule: Sections 1, 2, 3, 4, 6.1, 6.2, 6.5, 7, 8, 9, and 10.

10.12 No Waiver. Any waiver of the provisions of the Agreement or of a Party’s rights or remedies under the Agreement must be in writing and signed by an authorized representative of each Party in order to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver by either of the Parties hereto of a breach or of a default under any of the provisions of the Agreement shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity.

Failure, neglect, or delay by a Party to enforce the provisions of the Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such Party’s rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such Party’s right to take subsequent action.

10.13 Entire Agreement. The Agreement constitutes the Parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the Parties relating to its subject matter as well as any prior contractual agreements between the Parties. Client hereby releases and discharges MRI from any and all claims for relief, causes of action, or demands arising out of or in any way relating to any event, act or occurrence prior to the Effective Date of this Agreement. No modification to the Agreement will be binding unless in writing and includes a signature by an authorized representative of each Party. All pre-printed terms of any Client purchase order or other Client business processing document shall have no effect. Each Party represents and warrants to the other that: (i) it has full power, authority, and legal right to execute, deliver, and perform this Agreement, (ii) each signor is duly authorized and has legal capacity to execute and deliver this Agreement and (iii) this Agreement constitutes the legal, valid, and binding obligation of the Parties, enforceable in accordance with its terms.

10.14 No Third Party Beneficiaries. This Agreement is for the benefit of the Parties and their successors and permitted assigns, and (except as provide expressly elsewhere in the Agreement) does not confer any rights or benefits on any third party, including any employee of a Party, any client of a Party, or any employee of a client of a Party.

10.15 Governing Law and Venue. Each Party irrevocably waive its rights to trial by jury in any action or proceeding arising out of or relating to this Agreement or the transactions relating to its subject matter. The Parties agree that this contract is not a contract for the sale of goods; therefore, the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any references to the United National Convention on Contracts for the International Sale of Goods.

10.16 Legal Fees and Costs. In the event of a dispute between the Parties regarding the enforcement of the Agreement, the prevailing Party in such dispute will be entitled to collect from the other Party the prevailing Party's reasonable legal fees, expert witness fees, and costs.

10.17 Order of Precedence. To the extent any terms and conditions of this Master Agreement conflict with the terms and conditions of any Schedule, the provisions of this Master Agreement shall control unless the Schedule expressly states the intent to supersede a specific portion of the Master Agreement.

In the event of a conflict between an Order Document and the Master Agreement, the Master Agreement shall prevail, provided, however, that such standard variable terms such as price, quantity, license scope and License Metrics, tax exempt status, payment terms, shipping instructions and the like shall be specified on each Order Document. All pre-printed terms of any Client purchase order or other business processing document shall have no effect.

10.18 Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a Party based on the author of the document.

10.19 Counterparts. The Master Agreement and each Schedule may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and that facsimile and/or pdf scanned copies of signatures shall be as effective and binding as original signatures.

10.20 Treatment in the Event of Insolvency of Client. The Parties acknowledge and agree that this Agreement is an executory contract as such term is defined in section 365 of the United States Bankruptcy Code (“USBC”). The Parties further acknowledge and agree that the Agreement does not provide a license of intellectual property as defined in section 101(35) of the USBC and that the provisions of Section 365(n) of the USBC are therefore not applicable. Client acknowledges that MRI will be harmed if this Agreement was assigned to a competitor, direct or indirect, or any other party whose use of MRI Software or Services pursuant to the Agreement would be detrimental to the business and rights of MRI, and Client hereby grants MRI the right to consent to any proposed assignment of this Agreement in a bankruptcy and that the rights of consent to the assignment provided in section 365(c)(1) of the USBC shall be Packet Page 43 of 480Attachment 2 Page 11 of 25

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applicable to any proposed assignment of this Agreement in any bankruptcy case filed by Client.

10.21 Advertising and Publicity. MRI shall not refer to Client directly or indirectly in any advertisement, news release, or publication, or use any Client logo, seal or mark, without prior written approval from Client.

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END OF MASTER AGREEMENT

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SAAS SERVICES SCHEDULE
This SaaS Services Schedule is entered into between MRI Software company named in the attached Order Document (“MRI”) and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this SaaS Services Schedule to be effective as of the Effective Date, as defined in the Order Document.
__________________________________________________________________________________________________________________________________

1. DEFINITIONS
Additional defined terms specific to this Schedule:
“Error”: a material failure of a hosted MRI Software to conform to its Functional Specifications that is reported by Client to and replicable by MRI. “Malicious Code: computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

2. TERM; RENEWAL; TERMINATION.

2.1 Term and Renewal. SaaS Services commence on the date specified in the Order Document and continue for the term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, SaaS Services shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”) unless either Party gives written notice at least sixty (60) calendar days’ prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew the SaaS Service. For all Renewal Terms, Client shall be required to migrate to the then latest Upgrade of the hosted Software. The pricing for the first twelve (12) months of any Renewal Term shall be provided by MRI in writing no less than ninety (90) calendar days’ prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section

10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For the purposes of the pricing notice in this Section, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”.

2.2 Termination. This Schedule may be terminated for cause by either Party in accordance with Section 9 of the Master Agreement. Sections 1 and 2 hereof and the surviving provisions of the Master Agreement shall survive expiration or termination of this Schedule. Upon termination of the SaaS Services, and provided Client is not in breach of any of its obligations under the Agreement, MRI will, upon Client’s written request and payment of the applicable fees, provide a backup copy of Client’s Data (a then-current fee schedule will be provided upon request).

3. GRANT OF USE
Subject to the timely payment of the applicable fees, the terms of this Schedule and the Master Agreement, MRI grants to Client, for the Term, the right to access and use the SaaS Services, as more fully described in the Order Document, solely for Client’s internal business purposes. Such access and use is subject to the terms of the Master Agreement, including without limitation the restrictions set forth in Section 6.2 of the Master Agreement.

SaaS Services purchased may be accessed by or used to manage no more than the number of License Metrics specified in the Order Document. Additional License Metrics may be purchased under an additional Order Document at the pricing in effect at the time the additional License Metrics are added, prorated for the remainder of the then-current Term. The added License Metrics shall have the same term as the then applicable Term. Unless stated otherwise in the Order Document, fees are based on Services and License Metrics purchased and not actual usage.

4. SERVICES

4.1 SaaS Environment. Client is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the SaaS Services, including but not limited to Client’s Internet access.

4.2 SaaS Service Availability. MRI shall use commercially reasonable efforts to make the SaaS Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) Scheduled Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d) any unavailability caused by circumstances beyond MRI’s reasonable control, including without limitation, Force Majeure Events; and (e) Internet service provider failures or delays.

Scheduled Maintenance is defined as any maintenance performed during MRI’s then-current standard maintenance windows and any other maintenance of which Client is given at least eight (8) hours’ advance notice and which may, at MRI’s discretion, be provided via a SaaS Services posting. MRI may perform maintenance on some or all of the SaaS Service in order to upgrade hardware or software that operates or supports the SaaS Service, implement security measures, or address any other issues it deems appropriate for the continued operation of the SaaS Service. Client Error Incident is defined as any SaaS Service unavailability related to Client’s applications, Client Data, or Client’s equipment, or the acts or omissions of any user of the SaaS Service.

Emergency Maintenance means downtime of the SaaS Service due to the application of urgent patches or fixes, or other urgent maintenance, or as recommended by MRI’s vendors, that is performed outside of Scheduled Maintenance.

Client acknowledges that MRI does not control the transfer of data over telecommunications facilities, including the Internet. MRI does not warrant secure operation of the SaaS Services or that it will be able to prevent third party disruptions of such Services. Client acknowledges further that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. MRI is not responsible for any delays, delivery failures, or other damage resulting from such problems.

4.3 Maintenance and Support Services. Subject to Client’s timely payment of applicable SaaS Services fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document, under MRI’s Maintenance and Support policies in effect at the time the Services are provided for the level of Services ordered. MRI shall manage and install all Updates and Upgrades of the hosted Software.

Updates are provided when and if available, and MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation; (iv) discrepancies that do not Packet Page 45 of 480Attachment 2 Page 13 of 25

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significantly impair or affect the operation of the SaaS Services; (v) any systems or programs not supplied by MRI; or (vi) Configurations.

For the avoidance of doubt, Updates provided under Maintenance and Support services do not include custom development, Upgrades, or Configurations regardless of whether such Configurations are performed by MRI or by Client.

MRI reserves the right to charge Client for any reintegration work required to make Configurations compatible with future versions/releases.

If an Error was corrected or is not present in a more current version of the Software, MRI shall have no obligation to correct such Errors in prior versions of the Software.

Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document; provided, however, that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable efforts to obtain Maintenance and Support from the third party owner of such Software.

4.4 Backups and Restoration Services. Provided Client is not otherwise in breach of the Agreement, MRI will provide backup copies and/or database restoration, upon written request and subject to Client’s payment of applicable fees for such service (a then-current fee schedule will be provided upon request).

4.5 Exclusions. Fees for SaaS Services do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the SaaS Services. Failure to do so could result in increased service call fees if such service calls are deemed excessive as a result of insufficient training, at MRI’s discretion.

5. CERTAIN OBLIGATIONS

5.1 Passwords; Security. Client is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Client is entirely responsible for any and all activities that occur under Client's account. Client agrees to immediately notify MRI of any unauthorized use of Client's account or any other breach of security known to Client. MRI shall have no liability for any loss or damage arising from Client's failure to comply with these requirements. MRI will maintain Client passwords as confidential and will not disclose them to third parties.

5.2 Client Data. Client shall be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which it acquired Client Data.

5.3 Acceptable Use. Client acknowledges and agrees that MRI does not monitor or police the content of communications or data of Client or its users transmitted through the Services, and that MRI shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains Malicious Code; (c) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (d) otherwise violates any applicable law. Client further agrees not to interfere or disrupt networks connected to the Services, not to interfere with another entity's use and enjoyment of similar services and to comply with all regulations, policies and procedures of networks connected to the SaaS Services. MRI may remove any violating content posted on the Services or transmitted through the Services, without notice to Client.

MRI may suspend or terminate any user’s access to the SaaS Services upon notice in the event that MRI reasonably determines that such user has violated the terms and conditions of this Schedule.

MRI shall not introduce any Malicious Code to the SaaS Services.

6. WARRANTIES AND DISCLAIMER

6.1 Limited Warranty. During the Term, MRI warrants that the hosted MRI Software supplied to Client as part of the SaaS Services will be free of Errors.

6.2 Remedies. If the hosted MRI Software does not perform as warranted, MRI shall use commercially reasonable efforts to correct such Errors, as Client's exclusive remedy for any claim under this warranty. Client shall promptly notify MRI in writing of its claim. Provided that such claim is determined by MRI to be MRI’s responsibility, MRI shall, within thirty (30) days of its receipt of Client's written notice, (i) correct such Error; (ii) provide Client with a plan reasonably acceptable to Client for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from MRI, then MRI or Client may terminate the affected SaaS Service, and Client will be entitled to a refund of the pre-paid portion of the fees paid for the affected SaaS Service. The preceding warranty cure shall constitute MRI’s entire liability and Client's exclusive remedy for cure of the warranty set forth herein. If Client elects not to terminate the SaaS Service, Client waives all rights for the applicable warranty cure set forth herein.

6.3 Exclusions. MRI is not responsible for any claimed breach of any warranty set forth in Section 6.1 caused by: (i) modifications made to the hosted MRI Software by anyone other than MRI; (ii) the combination, operation or use of the hosted MRI Software with any items not certified by MRI; (iii) MRI’s adherence to Client’s specifications or instructions; (iv) Errors caused by or related to internet connections; (v) Client deviating from the hosted MRI Software operating procedures described in the Documentation.; or (vi) Errors caused by Configurations.
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END OF SAAS SERVICES SCHEDULE

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PROFESSIONAL SERVICES SCHEDULE
This Professional Services Schedule is entered into between MRI Software company named in the attached Order Document (“MRI”) and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Professional Services Schedule to be effective as of the Effective Date, as defined in the Order Document.
__________________________________________________________________________________________________________________________________

1. SERVICES

1.1 Work Authorizations/Statements of Work. MRI will perform the mutually agreed upon Professional Services for Client described in one or more work orders, work authorizations, statements of work or Order Documents (individually and collectively an “SOW”) as the parties may agree to in writing from time to time. Each SOW, once executed by the authorized representatives of the parties, shall become a part of the Agreement. Except as expressly stated elsewhere in this Schedule, in the event of a conflict between the terms of this Schedule and the terms of a SOW, the terms of this Schedule shall prevail.

1.2 Change Orders. Either party may propose a change order to add to, reduce or change the Professional Services ordered in the SOW. Each change order shall specify the change(s) to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to MRI, due to the change. Once executed by both parties, a change order shall become a part of the SOW.

1.3 Costs. Professional Services shall be provided on a time and materials (“T&M”) basis at MRI’s T&M rates in effect at the time the Professional Services are performed, unless otherwise specified in the applicable Statement of Work. On a T&M engagement, if an estimated total amount is stated in the applicable SOW, that amount is solely a good faith estimate for Client's budgeting and MRI’s resource scheduling purposes and not a guarantee that the work will be completed for that amount. If Client wishes the MRI personnel to perform Professional Services at Client’s site, Client agrees it shall give MRI at least two (2) weeks’ prior notice so MRI can make appropriate travel arrangements.

Professional Services performed at Client’s site shall be billed to Client in minimum increments of eight (8) hours per day per MRI employee. Fees are based on services, including training services, provided during normal MRI business hours, Monday through Friday, 8:00 a.m. - 7:00 p.m. local time (MRI holidays excluded). Professional Services provided by MRI outside of normal MRI business hours will be subject to a premium service charge of one and one- half of the standard MRI list price for such services. Except as otherwise provided in Section 4.1 herein with respect to training services, if Client cancels a Professional Services engagement specified in an approved SOW less than ten (10) business days before the scheduled start date for such Professional Services, Client shall pay twenty-five percent (25%) of the total estimated costs for Professional Services scheduled for performance between five (5) and ten (10) business days of MRI’s receipt of Client’s cancellation and fifty percent (50%) of any Professional Services scheduled for performance within five (5) business days of such receipt.

1.4 Delays/Costs Overruns. In the event of any delay in Client’s performance of any of the obligations set forth herein or any other delays caused by Client, the milestones, fees and date(s) set forth in the SOW shall be adjusted on a T&M basis as reasonably necessary to account for such delays, and the adjustment shall be made by change order in accordance with the provisions of Section 1.2 above.

2. PROJECT MANAGEMENT

2.1 Responsibility. MRI shall be responsible for securing, managing, scheduling, coordinating and supervising MRI personnel, including its subcontractors, in performing the Professional Services.

2.2 Cooperation. Client shall provide MRI with good faith cooperation and access to such information, facilities, personnel and equipment as may be reasonably required by MRI in order to provide the Professional Services, including, but not limited to, providing security access, information, and software interfaces to Client’s applications, and Client personnel, as may be reasonably requested by MRI from time to time. Client acknowledges and agrees that MRI’s performance is dependent upon the timely and effective satisfaction of Client’s responsibilities hereunder and timely decisions and approvals of Client in connection with the Professional Services. MRI shall be entitled to rely on all decisions and approvals of Client.

2.3 Subcontractors. MRI may subcontract or delegate any work under any SOW to any third party without Client’s prior written consent; provided, however, that MRI shall remain responsible for the performance, acts and omissions of any such subcontractors.

2.4 Client Data. Client Data must be provided to MRI in a format approved by MRI or additional charges will apply. Client is responsible for the accuracy and completeness of its information and Client Data. MRI’s performance is dependent on Client’s timely provision of accurate and complete resources and information, including but not limited to detailed, precise and clear specifications for any deliverables.

2.5 Remote Access. For installation of the System and for any Support of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing MRI access through any Client security measures. MRI alone shall decide whether access to the System is sufficient for installation purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

2.6 Testing of Projects. Client shall test any deliverables, and notify MRI of all deficiencies relative to the applicable specifications for such work set forth in the applicable SOW within thirty (30) calendar days following MRI’s delivery of such deliverables to Client (“Notification Period”). Subject to Client’s timely notification and provided that the deficiencies are MRI’s responsibility, MRI will re-perform the applicable Professional Services as required to meet the applicable specifications at no additional charge.

3. LICENSE AND OWNERSHIP

3.1 Ownership. Without prejudice to the provisions of Section 6 (Limited Rights and Ownership) of the Master Agreement, all Intellectual Property including all copies thereof in any Software, other products furnished by MRI and the results of the Professional Services performed by MRI including (without Packet Page 48 of 480Attachment 2 Page 16 of 25

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limitation) all deliverables, documentation, training materials, Configurations and all Intellectual Property embodied therein shall, subject to Section 3.2 below, vest solely and absolutely in MRI or its licensors. MRI may access the System remotely in order to copy Configurations to the Software or to otherwise ensure Client’s compliance with the terms of this Section 3.1 and the Agreement.

3.2 Limited License. MRI grants Client, upon full payment of the applicable fees and charges, during the Term and subject to the restrictions set forth in Section 6.2 of the Master Agreement, a personal, nontransferable, nonexclusive, nonsublicensable, limited license to use the deliverables solely for Client’s own internal business needs.

4. SUPPLEMENTAL TERMS FOR TRAINING SERVICES

4.1 General. “Training Courses” are defined as: classroom-based, live virtual, and/or self-paced e-learning courses provided by MRI’s training division called MRI Learning Solutions. Training Courses and their respective prices, policies and schedules are subject to change without notice. Training Courses shall be provided by MRI to Client pursuant to the terms of an SOW. “Named Users” as used herein are defined as Client Users listed in the SOW that shall be eligible to receive Training Courses.

4.2 Cancellation and Transfer Policies.

4.2.1 Client Training Course Cancellation Policy. “Client Training Courses” means non-publicly offered Training Courses delivered specifically for Client and held at a mutually agreed upon time and location. Client Training Courses may be delivered in a physical classroom at a location determined by mutual agreement or through a live virtual classroom. Details regarding delivering Client Training Courses shall be set forth in an approved SOW. For Client Training Courses to be provided at an onsite classroom that are canceled by Client: (i) ten (10) or more business days prior to the course start date, MRI will provide a full refund or credit; or (ii) within the ten (10) b usiness day period before the course start date, fifty percent (50%) of the course fee will be forfeited and MRI will provide the remainder as a refund or credit.

4.2.2 Physical Classroom Public Training Course Cancellation Policy. “Public Training Courses” means publicly offered Training Courses that are not delivered specifically for Client. Public Training Courses may be delivered in a physical classroom or through a live virtual classroom. Registered attendees for a physical classroom Public Training Course who cancel less than ten (10) business days prior to the course start date will forfeit all applicable Training Course fees; however, transfers to another person are permitted up to one (1) business day prior to the course start date. In order to transfer a physical classroom Public Training Course attendance spot, contact MRI Learning Solutions at 1.800.321.8770 ext. 1 or email [email protected]. MRI reserves the right to cancel any physical classroom Public Training Course class up to ten (10) business days prior to the course start date for any reason. If MRI cancels a physical classroom Public Training Course class and is unable to reschedule the attendee, MRI will refund to such attendee all applicable Training Course fees. MRI assumes no responsibility for non-refundable airline tickets or other expenses that may be incurred due to cancellation of a physical classroom Public Training Course.

4.2.3 Live Virtual Classroom Public Training Course Cancellation Policy. Registered attendees for a live virtual classroom Public Training Course program will receive a web-conferencing invitation on the day prior to the start of the program. Registered attendees who cancel less than twenty-four (24) hours before the scheduled start date and time will not be refunded any applicable Training Course fees. However, transfers to another person are permitted up to the starting time of the program. In order to transfer a live virtual classroom Public Training Course attendance spot, contact MRI Learning Solutions at 1.800.321.8770 ext. 1 or email [email protected]. MRI reserves the right to cancel any live virtual classroom Public Training Course class for any reason. If MRI cancels a live virtual classroom Public Training Course class and is unable to reschedule the attendee, MRI will refund to such attendee all applicable Training Course fees.

4.2.4 Self-Paced e-Learning Training Course Cancellation Policy. “Self-Paced e-Learning Training Courses” means publicly offered Training Courses that have no set time or location, and can be taken by any person at any time at the MRI Learning Solutions website. Self-Paced e-Learning Training Courses are non-cancelable and applicable fees are non-refundable. All sales of Self-Paced e-Learning Training Courses are final and non-transferable.

4.3 Use Limitations; Monitoring. Unless otherwise explicitly agreed in writing by MRI, Client is only allowed user access rights to any Training Course up to the number of Named Users purchased as shown in an executed SOW.

Client and Named Users may not share access rights, or any Training Course content, with others and may only access the Training Course for personal training use as specifically permitted. To the extent permitted by law, MRI may monitor, suspend or terminate Client’s or any Named User’s use of any Training Course and/or training account, or terminate this Schedule or the applicable SOW, or remove or disclose Client’s or any Named User’s information in order to ensure Client’s and all Named Users’ compliance with the Agreement or to otherwise protect MRI rights or rights of others. If Client or any Named User does not comply with the restrictions set forth in this Section 4.3, Client may be charged additional fees equivalent to the resulting usage fees for the related services incurred.
5 TERMINATION
This Schedule may be terminated in accordance with Section 9 of the Master Agreement.

Where the non-breaching Party has a right to terminate this Schedule, the non- breaching Party may at its discretion either terminate this Schedule, or the applicable SOW.

Upon termination for any reason, all work products, including all drafts and works in progress of deliverables, shall be delivered to Client. Upon MRI’s receipt of a notice of termination, MRI shall cease and shall cause any agent or subcontractor to cease all work under the applicable SOW and minimize any additional costs or reimbursable expenses unless otherwise agreed in writing by the Parties.

Except as may be expressly set forth in the applicable SOW, Client shall pay MRI fees for services performed to the date of termination on a T&M basis together with any expenses reasonably incurred in connection therewith. The Parties’ obligations under this Section 5 and Section 3 of this Schedule and the surviving provisions of the Master Agreement shall survive any termination of this Schedule.

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DATA PROTECTION AND SECURITY SCHEDULE

This Data Protection and Security Schedule is entered into between MRI Software company outlined on the applicable Order Document (“MRI”) and the Client named in the Order Document, and the authorized representatives of the Parties hereby execute this Data Protection and Security Schedule to be effective as of the Effective Date, as defined in the Order Document. Capitalized terms not defined herein shall have the meaning set forth in the Agreeme nt.

1. Definitions.

1.1. “Controller” means the natural or legal person which determines (individually or jointly or in common with others) the purposes for which and the manner in which any Client Personal Data are or will be Processed. For the purposes of this Agreement, the Client shall be d eemed the Controller.

Controller shall include a Business under the CCPA.

1.2. “Data Breach” shall mean a breach of security resulting from an act or omission by MRI, its employees or its subcontractors, leading to an accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed. For the purposes of this Agreement.

1.3. “Data Protection Legislation” means any applicable laws relating to the Processing, privacy, and use of Personal Data applicable to the Parties, might can include California Consumer Privacy Act (“CCPA”).

1.4. “Personal Data” shall mean any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person which is provided by the Client to MRI. The business information of the Client is not by itself deemed to be Personal Data, unless otherwise determined to be under applicable laws. Personal Data is deemed to be Confidential Information of Client.

1.5. “Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether o r not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process” and “Processed” will be interpreted accordingly.

1.6. “Processing Instructions” means the written instructions for Processing Client Personal Data, as set out in this Schedule and in the Agreement, and otherwise as provided in writing by or on behalf of Client to MRI or a MRI Affiliate from time to time.

1.7. “Processor” means the natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller. For the purposes of this Agreement, MRI shall be deemed the Processor. Processor shall include a Service Provider under the CCPA.

1.8. “Sub-contractor” or “Third Party” means any third party engaged by MRI in provision of the Services or otherwise delivering any part of the Services.

2. Security

2.1. General. MRI shall ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to the Personal Data, which are appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be prote cted, having regard to the state of technological development and the cost of implementing any measures. During the Term of the Agreement, MRI shall maintain a documented information security plan (“Information Security Program”). MRI agrees to comply with all of its own requirements contained in such Information Security Program. MRI’s Information Security Program shall include, at a minimum, appropriate controls and measures in relation to: (1) physical security at all MRI locations involved in the provision of the Services; (2) technical security with respect to the Client Data in MRI’s possession; (3) organizational security arrangements regarding the employees and other representatives of MRI, its Affiliates, and its subcontractors, including training and awareness, staff vetting procedures and other security measures (e.g. use of passwords and security credentials); (4) securing Client Data contained within the SaaS Services; (5) Disaster Recovery and Business Continuity; (6) Vulnerability Testing and Securit y Audit; and (7) Data Breach Procedures. Additionally, MRI’s Information Security Program shall comply with all laws applicable to MRI related to its security programs.

MRI may update its Information Security Program from time to time in its sole discretion. Upon the occurrence of a disaster, MRI must evaluate the cause of the disaster as soon as possible, attempt to remediate the cause, and, if the outage will be sustained or cannot be remediated promptly, take appropriate actions to minimize the impact of the Disaster to the Client, such as implementing the Disaster Recover/Business Continuity Plan. Client shall not be charged an additional fee for any disaster recovery services, including backups and database restorations, perfo rmed by MRI due to a Disaster (whether at the MRI hosting location, within the SaaS Services or otherwise). MRI shall evaluate the effectiveness of its Information Security Program on a commercially reasonable periodic basis, but no less frequently than annually and (if it, acting reasonably, cons iders it necessary to do so) update the same.

2.2. Disaster Recovery and Business Continuity. MRI shall implement and maintain a disaster recovery plan with contingency measures as are reasonable within its industry in light of the sensitivity of the Services which MRI provides (the "Disaster Recovery/Busines s Continuity Plan"). Upon the occurrence of a Disaster, MRI must promptly evaluate the cause of the Disaster, attempt to remediate the cause and, if the outage will be sustained or cannot be remediated promptly, then it will promptly implement the Disaster Recovery/Busin ess Continuity Plan. Client shall not be charged an additional fee for any disaster recovery services, including backups and database restorations, performed by MRI due to a Dis aster (whether at the MRI hosting location, within the SaaS Services or otherwise). MRI shall evaluate the effectiveness of its Disaster Recovery/Business Continuity Plan on a commercially reasonable periodic basis, but not less frequently than annually. MRI may modify the Disaster Recovery/Bus iness Continuity Plan from time to time, in its sole discretion, provided that such modifications do not materially and negatively modify the services provided in the Disaster Recovery/Business Continuity Plan as of the execution of this Agreement.

2.3. Vulnerability Testing and Security Audit. MRI shall conduct regular penetration and vulnerability testing of its information technology infrastructure and networks, at a commercially reasonable frequency. Upon Client’s request, MRI shall provide a letter of attestation to Cl ient that the testing occurred. MRI may modify the scope of such penetration and vulnerability testing provided however, that the scope shall not materially and negatively Packet Page 51 of 480Attachment 2 Page 19 of 25

MRI Confidential Page 16 of 17

change from the execution of this Agreement. During the Term of the Agreement, MRI shall comply with ind ustry standard practices for audit and security procedures.

2.4. Data Breach. MRI will take commercially reasonable, but not less than industry standard, measures to protect the security of such Perso nal Data transferred by Client to MRI. In the event that MRI becomes aware or reasonably suspects that a Data Breach involving Client’s Personal Data has occurred, MRI will without undue delay: (i) investigate the cause of the Data Breach; (ii) notify Client of the Data Breach a nd provide sufficient information to allow the Client to report the Data Breach and/or notify the data subject, if required; (iii) contain and remedy any Data Bre ach; (iv) take reasonable steps to mitigate the effects of and to minimize any damage resulting from the Data Breach; (v) reasonably assist Client in remediating or mitigating any potential damage from a Data Breach to the extent that such remediation or mitigation is within MRI’s control; (vi) take reasonable steps to restore the security and integrity of any Systems used by MRI and/or its subcontractors to provide the Services; (vii) if the Data Breach resulted from Client’s own actions the Client shall immediately, on demand, reimburse MRI for any costs incurred in relation to undertaking any of the foregoing and all costs, losses, damages, expenses or otherwise incurred by MRI to the extent that the same arise from such actions of the Client.

3. Provision of Personal Data. In addition to the terms and conditions set forth in the Agreement, Client agrees to only input into, transfer i nto the MRI Software and SaaS Services or provide access to MRI such Personal Data: (i) if and to the extent that Client is authorized to do so under applicable law, including obtaining any relevant consents from the Data Subject for such disclosure; (ii) if and to the extent that such Personal Data is necessary to enable MRI to provide the Services under this Agreement; (iii), and to do so only in fields specifically designed to house such Pers onal Data. MRI shall have no liability to Client, and Client shall indemnify MRI for all claims by third parties resulting from Client’s storing Personal Data in non -designated fields. Client shall remove any Personal Data from its database(s) once it is no longer necessary for that purpose and may engage MRI (at MR I’s then-current rates to assist in such deletion).

4. Data Processing. As Processor, MRI will only act upon and Process the Client’s Personal Data for the purposes of performing its obligations un der the Agreement or as outlined in MRI’s Privacy Policy, subject to the Processing Instructions. MRI’s Privacy Policy may be found at https://www.mrisoftware.com/privacy-policy/ , and may be updated from time to time by MRI. Client’s instruction to cease Processing Client Personal Data shall not alleviate Client’s obligations under the Agreement, including without limitation, its payment obligations.

Additionally, MRI shall be permitted to Process Client Personal Data, without regard for the Processing Instructions, if requ ired to do so by Data Protection Legislation; in such case, MRI shall promptly notify the Client of that legal requirement before Processing, unless that law prohibits such notification. If MRI is ever unsure as to the parameters or lawfulness of the Processing Instructions issued by Client, MRI will, as soon as reaso nably practicable, revert to Client. MRI shall comply with its obligations as a Processor under the applicable Data Protection Legislation in relation to the Processing of Client Personal Data by it under this Agreement.

5. Data Subject Requests. MRI shall, at its option and subject to the requirements of the Data Protection Legislation, (i) respond directly to the request from the Data Subject, or (ii) forward to the Client any requests from Data Subjects in respect of Personal Data pursuant to Data Protection Legislation (including the ability to correct, delete, block or port Client Personal Data and rights of access) and reasonably cooperate with the Client in complying with any such Data Subject’s exercise of his/her rights in relation to such Personal Data as is Processed by MRI. Client may be required to make such requested modifications itself within the MRI system to fulfill the data subject request. For the purposes of responding to data subject requests, MRI shall be permitted to disclose information related to the Client as it relates to the data subject request.

6. Duration of Processing. Processing of the Client’s Personal Data by MRI shall be for the Term of this Agreement, subject to restrictions outlined by Data Protection Legislation. Any Client Data remaining within the accessible SaaS Services beyond the expiration of the Term of this Agreement, shall be permanently deleted, without notice to Client. The Parties agree that the Personal Data, may be held in back up for up to one (1) year following the expiration of the Term. Client may engage MRI to return the Client Data, at MRI’s then standard rates.

7. Scope of Personal Data. Client may provide and MRI may process the following types/categories of Personal Data for the following categories of Data Subject, or as otherwise provided to MRI by the Client:

Type of Data Data Subjects Impacted
Personal Data;
Contact Details;
Financial Details;
Files, Images, or Videos;
Real estate investment data;
Ownership data;
Related party details
Syndicators, developers and borrowers of the Client;
Client’s employees and staff;
Client’s consultants or other professional experts;
Client’s resident, tenants, and customers
Owners and property managers of the Client

8. MRI personnel. MRI shall ensure that its personnel and any Subcontractors will not Process the Client’s Personal Data except in accordance with the provisions of this Schedule; and MRI will procure that the same are contractually obligated to maintain the security and confidentiality of any Client Personal Data. MRI shall take reasonable steps to ensure that the personnel Processing the Client’s Personal Data receive adequate training on compliance with this Agreement and the Data Protection Legislation applicable to the Processing.

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MRI Confidential Page 17 of 17

9. Subcontractors. The Client consents to MRI utilizing any of the sub-contractors listed on MRI’s Service Providers/Subprocessor list, which may be found at www.mrisoftware.com/subprocessors . The MRI’s Service Providers/Subprocessor list may be updated by MRI from time to time without the Client’s prior approval, provided that MRI shall:(a) carry out adequate due diligence to ensure that the Sub-contractor is capable of providing the level of protection for Client Personal Data required by this Agreement; and (b) ensure that any additional or replacement Sub-contractors shall be contractually bound to obligations with respect to the Processing of Client Personal Data substantially similar to those to which MRI is bound by this Schedule.

10. Compliance. MRI shall maintain such records and information as are necessary to demonstrate its compliance with Data Protection Legislation in relation to the Processing of Personal Data on behalf of Client under this Agreement, containing as a minimum the information required under Data Protection Legislation, which shall be made available to Client upon request. MRI shall reasonably cooperate with the Client in good faith to ensure compliance with its obligations under the Data Protection Legislation in respect of Personal Data taking into account the nature of Processing and the information available to MRI.

11. Order of Precedence. In case of any conflict or inconsistency between the provisions of this Schedule and the terms of the Master Agreement, the provisions contained in this Schedule shall prevail to the extent of the inconsistency, provided always that nothing in this Schedule shall permit MRI (or any sub-Processor) to handle Personal Data in a manner which is prohibited by this Agreement or by applicable law.

Packet Page 53 of 480Attachment 2 Page 21 of 25

1 Statement of Work – Work Authorization
ORDER DOCUMENT AND STATEMENT OF WORK #724607

This Order Document and Statement of Work incorporates by reference and is governed by the terms and conditions of the Master Agreement (“Agreement”) with an effective date of August 1, 2019 and the Schedule for Professional Services of same date between HAPPY Software, an MRI Software Company (“MRI”) and City of Fairfield Housing Services (“Client”) and is effective as of August 11, 2021 (“Effective Date”).

Client Name: City of Fairfield Housing Services
Date: August 11, 2021

PROJECT SCOPE AND SUMMARY
Client is engaging MRI Software (“MRI”) to deliver services associated with the following:

Housing Pro Upgrade 8 to 9.3 into the Cloud
• Project Management
o Phone based assessment and kickoff meeting
o Review of project plan and responsibilities
o Pre-installation setup
• Data Conversion
o Collect current Housing Pro files and convert to the new version o Delivery back to server that will be used for Housing Pro 9 • Cloud Setup and Configuration
o Configure new Cloud server for client
o Create Workspaces and configure for each user
• Internet-Based Installation
o Install Cloud server with updated version of FileMaker • Internet Based Initial Training
o Internet training for staff
o Training based on currently licensed modules
▪ Waiting List, Occupancy, iFile, Payments, 1099’s, TARs, Inspection, iDIA, FSS Pro, Report Writer, Custom Forms
• Post Go Live Assistance
o Assistance with running processes for the first time in Housing Pro o GPS will be available for to two (2) hours of follow up training as needed o This time will be billed at actual time spent
• Custom Form Migration
o $100 per Form will be charged for Migration
o Billed as needed after Go Live
• Custom Check Layout Migration
o Migrate check layout to the new version of Housing Pro o Assist in testing to confirm acceptance with Client
• Custom Report
o Migrate report to new version of Housing Pro
o Assist in testing to confirm acceptance with Client

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2 Statement of Work – Work Authorization
Out of Scope
• This SOW does not include hardware.
• MRI HAPPY will not provide installation of client user workstations. IT Assistance may be necessary to complete. • Manual data entry of case files is not included in the scope of this project.

PROJECT PRE-REQUISITES

1. Before MRI is able to secure/book any MRI resources, provide any targeted start and end dates for project the following must be in place.

1.1. The Master Agreement has been signed by both MRI and the Client, if applicable.

1.2. Statement of Work has been signed by the Client and returned to MRI.

PROJECT SERVICE DELIVERABLES

1. MRI has endeavored to provide the most accurate estimates for each deliverable and activity based on the scope and budgetary information provided by the Client. All estimates at this stage in the project are subject to change.

2. The project timescales for this project and related deliverables must be formally communicated and agreed upon by MRI and the Client.

3. MRI maintains a backlog of project work; therefore the start date for this project will be subject to MRI availability at the time this Statement of Work is executed. Should you have any questions regarding expected backlog for this project, please contact MRI at [email protected].

PROJECT ASSUMPTIONS

1. Client is responsible for providing all necessary documentation for MRI to complete the Scope.

2. Client has review and meets the Hardware and Network Requirements provided to them.

3. Training and documentation will be provided in English only.

CHANGE CONTROL PROCEDURES

1. Changes to this Statement of Work (“SOW”) may be requested at any time, by either party. As any proposed changes to the original scope of work might affect the price, schedule changes that incur additional fees or alter the terms of the original SOW must be approved by either party’s Project Manager(s) or project representative(s) “prior” to amending the SOW and implementing the change.

2. This procedure will be used by the Parties to control changes to the SOW and changes to any previously approved services or deliverables.

3. The requesting party will create a Project Change Request (“PCR”) which will serve as the vehicle for communicating the change. The PCR shall describe the change, the justification for the change, additional fees, and the impact such changes will have on the SOW.

4. The requesting party’s designated Project Manager or project representative will review the proposed cha nge and determine whether to submit the request to the other party.

5. The Parties will review the proposed PCR and will either approve, investigate it further or reject the PCR. The PCR will not be binding until signed by both parties.

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3 Statement of Work – Work Authorization

GENERAL ASSUMPTIONS

1. Once the Statement of Work is executed, the assigned MRI Consultant(s) will be scheduled with project personnel at a mutually agreeable timetable.

2. Efforts around change management, business process reengineering, or project management of Client resources is considered out of scope.

3. Mutually agreed changes to specifications, whether before, during or after MRI’s performance will be handled by processing a Project Change Request.

4. MRI reserves the right to charge Client a cancellation fee in accordance with the Agreement, if applicable.

5. Client shall make reasonable business efforts to deliver a stable network and computing environment prior to any services engagement.

6. Client and MRI will work together to resolve all issues related to the project in a timely fashion.

7. Client and MRI will communicate any changes in schedule, availability of project personnel, hardware, software, resources or facilities related to the project within a reasonable timeframe in advance of scheduled engagements.

8. Client will manage the availability of appropriate personnel for knowledge transfer as well as decision -making and escalation of decisions.

9. The project team may adjust the master project plan based on real world findings and the Client’s ability to secure required resources.

10. Location of work will be remote only.

PRICING ASSUMPTIONS
The professional services fee estimates are for MRI resources (or affiliates). Client understands that professional services fees are due as incurred and are billed on a monthly basis at month end. Client agrees to pay invoices in accordance with invoice terms. Failure to pay invoices will be handled in accordance with MRI collections policy .

1. MRI fees for the scope of Services described in this Statement of Work will be billed to the Client on a time and materials basis for hourly services and at a fixed fee basis for all other services per the Pricing Schedule below.

2. Project Change Requests (aka Change Orders) executed against this contract will be contracted at MRI standard rates.

3. Future work for MRI services not associated with this Statement of Work will be contracted at standard rates.

4. The cost estimates are for MRI personnel or affiliates and will be billed on a monthly basis.

5. Identified SCHEDULES may be modified at the request and/or acceptance of Client. Changes in SCOPE will require PCR (see above).

6. Client is responsible for payment of any applicable taxes. MRI will invoice Client for any applicable taxes in connection with performance of the Statement of Work in accordance with the Agreement. Any tax amounts are over and above the fees and expenses noted in the Statement of Work and any amounts prepaid hereunder for such fees and expenses will not be applied to taxes due.

7. Pricing schedule is subject to change if Statement of Work is not signed within 30 days of creation date at which time this Statement of Work will expire.

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4 Statement of Work – Work Authorization

PRICING SCHEDULE
MRI DELIVERABLE RATE QUANTITY UNIT EST. SERVICE FEES
Project Management $175 12 Hours Fixed fee $2,100
Data Conversion $875 1 Instance $875
Cloud Setup and Configuration $175 5.5 Hours Fixed fee $962.50 Internet based Installation $175 12 Hours Fixed fee $2,100 Initial Training $175 15 Hours Fixed fee $2,625
Post Go Live Assistance * $175 Up to 2 Hours $350
Custom Form Migration * $250 TBD Per Form TBD
Custom Check Layout Migration * $250 1 Instance $250
Custom Report * $250 TBD Per Report TBD
MRI Services Total $9,262.50
*Time will be billed at actual time spent, if needed.

AGREEMENT TO COMMENCE WORK:

With my signature below and on behalf of Client, Client hereby, (i) acknowledges that this entire Statement of Work (all pages) accurately documents the terms of the work agreed upon by Client and MRI; (ii) approves this Statement o f Work as issued; (iii) gives approval for commencement of work as specified herein; and (iv) acknowledges that these terms are subject to change in accordance with any modification to the scope of work.

City of Fairfield Housing Services

* Signature:

* Name:

* Date:

* Indicates required field

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Agenda Item No: 5.

AGENDA REPORT
DATE:April 5, 2022
TO:Fairfield Housing Authority Chair and Commissioners
FROM:David Gassaway, Interim Executive Director
SUBJECT:Approval of Housing Authority Meeting Minutes for December 21, 2021, and February 15, 2022
RECOMMENDED ACTION
Approve minutes.

STATEMENT OF ISSUE
Minutes require board approval.

DISCUSSION
Minutes have been reviewed by city attorney.

FINANCIAL IMPACT
None.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
None.

ALTERNATIVE ACTION
Council could modify the minutes.

STAFF CONTACT
Amber Alexander, Deputy City Clerk
(707) 4287402
[email protected]
COORDINATED WITH
City Attorney's Office
Packet Page 58 of 480

Agenda Item No: 5.AGENDA REPORTDATE:April 5, 2022 TO:Fairfield Housing Authority Chair and CommissionersFROM:David Gassaway, Interim Executive DirectorSUBJECT:Approval of Housing Authority Meeting Minutes for December 21, 2021, and February15, 2022RECOMMENDED ACTIONApprove minutes.STATEMENT OF ISSUEMinutes require board approval.DISCUSSIONMinutes have been reviewed by city attorney.FINANCIAL IMPACTNone.PUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONNone.ALTERNATIVE ACTIONCouncil could modify the minutes.STAFF CONTACTAmber Alexander, Deputy City Clerk(707) 428[email protected] WITH City Attorney's Office
ATTACHMENTS:

Description
Draft Housing Authority Minutes for December 21, 2021
Draft Housing Authority Minutes for February 15, 2022
REVIEWERS:

Reviewer Action Date
Alexander, Amber Approved 3/31/2022 9:01 AM
Packet Page 59 of 480

Housing Authority Meeting Minutes December 21, 2021 Page 1

CITY OF FAIRFIELD

CITY COUNCIL

REGULAR CONCURRENT MEETING
TUESDAY, DECEMBER 21, 2021; 6:00 PM
COUNCIL CHAMBER, 1000 WEBSTER STREET,
FAIRFIELD, CA 94533 OR VIA ZOOM

HOUSING AUTHORITY

MINUTES

CALL TO ORDER

Chairman Harry T. Price called the Housing Authority meeting to order at 6:27 p.m.

City Clerk Rees read the following statement: The holding of a joint meeting of the City Council and Housing Authority entitles the Councilmembers to receive additional compensation of $35 for attending this joint meeting.

ROLL CALL

On roll call were Commissioners Doriss Panduro, Chuck Timm, and Scott Tonnesen; Vice Chair Rick Vaccaro and Chairman Price. Commissioners Pam Bertani and Cat Moy were absent.

HOUSING AUTHORITY CONSENT CALENDAR

Resolution HA2021-14 of the Fairfield Housing Authority Receiving and Filing the Housing Successor Annual Report and Directing Staff to Publish the Report on the City Website and Transmit the Report to the State Department of Housing and Community Development Pursuant to California Health and Safety Code Section 34176.1

Commissioner Timm made a motion to approve Resolution HA2021 -14. Vice Chair Vaccaro seconded the motion. By a roll call vote, the motion carried unanimously.

JOINT MEETING - NEW BUSINESS

Housing Services Director LaTanna Jones recommended to Council that it approve establishing a Fairfield Housing Trust Fund with the following:

First reading and Introduction of Ordinance 2021-24 of the City Council of the City of Fairfield Establishing an Affordable Housing Trust Fund in the City of Fairfield to Aid in Developing and Maintaining Mixed-Income and Affordable Housing Initiatives; and Packet Page 60 of 480Attachment 1 Page 1 of 2

Housing Authority Meeting Minutes December 21, 2021 Page 2

Resolution 2021-304 of the City Council of the City of Fairfield Authorizing the Contribution of Intragovernmental Loan Funds and General Funds to the Housing Trust Fund to Aid in Developing and Maintaining Mixed-Income and Affordable Housing Initiatives and Updating the Fiscal Year 2021-2022 Budget; and

Resolution HA2021-15 of the Fairfield Housing Authority Authorizing the Contribution of Funds to The Housing Trust Fund to Aid in Developing and Maintaining Mixed-Income and Affordable Housing Initiatives and Updating the Fiscal Year 2021-2022 Budget

Vice-Chair Vaccaro made a motion to waive full reading, read by title only, and introduce Ordinance 2021-24. Commissioner Timm seconded the motion. By a roll call vote, the motion carried unanimously.

Commissioner Timm made a motion to approve Resolutions 2021 -304 and HA2021-15.

Commissioner Panduro seconded the motion. By a roll call vote, the motion carried unanimously.

The meeting was adjourned at 6:50 p.m.

____________________________
Assistant Secretary

____________________________
Chairman

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Housing Authority Meeting Minutes February 15, 2022 Page 1

CITY OF FAIRFIELD

CITY COUNCIL

CONCURRENT REGULAR MEETING
TUESDAY, FEBRUARY 15, 2022; 6:00 PM

VIA TELECONFERENCE

HOUSING AUTHORITY MINUTES

CALL TO ORDER

Chairman Harry T. Price called the meeting to order at 6:45 p.m.

ROLL CALL

Assistant Secretary Karen Rees read the following statement: The holding of a joint meeting of the City Council and Housing Authority entitles the councilmembers to receive additional compensation of $35 for attending this joint meeting.

ROLL CALL

On roll call were Commissioners Pam Bertani, Cat Moy, Doriss Panduro, Chuck Timm, and Scott Tonnesen; Vice-Chair Rick Vaccaro, and Chairman Price.

HOUSING AUTHORITY CONSENT CALENDAR

1. Resolution HA2022-01 of the Fairfield Housing Authority Approving the Se cond Amendment to the Disposition and Development Agreement by and among the Fairfield Housing Authority, Affordable Housing Alliance II, Inc., and Sutton Place Development Corp. for Land Located at 1600 Woolner Avenue, Fairfield, CA

2. Approval of Housing Authority Meeting Minutes for July 20, 2021, September 9, 2021, September 21, 2021, and October 19, 2021

Vice-Chair Vaccaro made a motion to approve the HA Consent Calendar as presented.

Commissioner Timm seconded the motion. By a roll call vote, the motion carried unanimously.

The meeting was adjourned at 6:47 p.m.
______________________
Assistant Secretary
______________________
Chairman
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Agenda Item No: 6.

AGENDA REPORT
DATE:April 5, 2022
TO:Fairfield Housing Authority Chair and Commissioners
FROM:David Gassaway, Interim Executive Director
SUBJECT:Public Hearing;
and Resolution HA202204 of the Fairfield Housing Authority Approving the Fairfield Housing Authority's Public Housing Agency Annual Plan for Fiscal Year 20222023 RECOMMENDED ACTION
Hold public hearing and adopt resolution.

STATEMENT OF ISSUE
The U.S. Department of Housing and Urban Development (HUD) requires the Fairfield Housing Authority (FHA) to prepare and submit a Public Housing Agency (PHA) annual plan to receive continued federal funding for the Housing Choice Voucher (HCV) Program. HUD requires a minimum of one public hearing as a prerequisite for any plan's approval.

DISCUSSION
The PHA Plan is a comprehensive guide to a PHA's policies, programs, operations, and strategies for meeting local housing needs and goals. It informs HUD, residents, and the public of the PHA's mission for serving the needs of lowincome and very lowincome families and the PHA's strategy for addressing those needs. There are two parts to the PHA Plan. The 5Year Plan, which each PHA submits to HUD once every fifth fiscal year, describes the agency's mission, goals, and objectives. The second component is the Annual Plan, which is submitted to HUD every year, and covers the policies and procedures of the agency. The PHA's current 5Year Plan expires June 30, 2026.

With over 800 vouchers authorized, the HCV Program is the City of Fairfield's singlemost impactful program to address homelessness. These vouchers provide eligible households with a monthly subsidy, paid directly to the landlord, to help provide stable housing conducive to selfsufficiency. Units assisted by these vouchers are determined primarily by the participant family consistent with fair housing laws. The FHA has the policy to encourage participant families to search for housing outside of high poverty or minority concentration areas. The FHA does not own or operate public housing units; therefore, participant families must rent directly from private landlords. Assisted units must at all times meet basic health and safety requirements, known as Housing Quality Standards (HQS).

The Annual PHA Plan document is a template created and required by HUD. Because every housing Packet Page 63 of 480

Agenda Item No: 6.AGENDA REPORTDATE:April 5, 2022 TO:Fairfield Housing Authority Chair and CommissionersFROM:David Gassaway, Interim Executive DirectorSUBJECT:Public Hearing;and Resolution HA202204 of the Fairfield Housing Authority Approving the FairfieldHousing Authority's Public Housing Agency Annual Plan for Fiscal Year 20222023RECOMMENDED ACTIONHold public hearing and adopt resolution.STATEMENT OF ISSUEThe U.S. Department of Housing and Urban Development (HUD) requires the Fairfield HousingAuthority (FHA) to prepare and submit a Public Housing Agency (PHA) annual plan to receive continuedfederal funding for the Housing Choice Voucher (HCV) Program. HUD requires a minimum of onepublic hearing as a prerequisite for any plan's approval.DISCUSSIONThe PHA Plan is a comprehensive guide to a PHA's policies, programs, operations, and strategies formeeting local housing needs and goals. It informs HUD, residents, and the public of the PHA's missionfor serving the needs of lowincome and very lowincome families and the PHA's strategy foraddressing those needs. There are two parts to the PHA Plan. The 5Year Plan, which each PHAsubmits to HUD once every fifth fiscal year, describes the agency's mission, goals, and objectives. Thesecond component is the Annual Plan, which is submitted to HUD every year, and covers the policiesand procedures of the agency. The PHA's current 5Year Plan expires June 30, 2026.With over 800 vouchers authorized, the HCV Program is the City of Fairfield's singlemost impactfulprogram to address homelessness. These vouchers provide eligible households with a monthlysubsidy, paid directly to the landlord, to help provide stable housing conducive to selfsufficiency. Unitsassisted by these vouchers are determined primarily by the participant family consistent with fairhousing laws. The FHA has the policy to encourage participant families to search for housing outside ofhigh poverty or minority concentration areas. The FHA does not own or operate public housing units;therefore, participant families must rent directly from private landlords. Assisted units must at all timesmeet basic health and safety requirements, known as Housing Quality Standards (HQS).

The Annual PHA Plan document is a template created and required by HUD. Because every housing authority must use the same template, there are many sections that do not apply to the FHA because it does not own or administer any public housing units; these sections are marked as not applicable. All goals in the FHA's PHA 5year and Annual Plans are in line with the components of the City's draft Housing Element.

FINANCIAL IMPACT
Submission and approval of the FHA's PHA Annual Plan is the basis for receiving approximately $10,000,000 of federal funds from HUD to the FHA (Fund 21).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
A notice for the FHA’s PHA Annual Plan was advertised in the Daily Republic newspaper on February 18, 2022, and made available at the following locations for 45 days:

City of Fairfield City Hall, 1000 Webster Street, 1st Floor, Fairfield, CA 94533 Fairfield Housing Authority, 823 Jefferson Street, Suite B, Fairfield, CA 94533 Fairfield Civic Center Library, 1150 Kentucky Street, Fairfield, CA 94533 Fairfield City Clerk's office, 1000 Webster Street, 4th Floor, Fairfield, CA 94533 ALTERNATIVE ACTION
If the FHA decides not to move forward with this item, the longevity of the HCV program could be jeopardized and risk critical rental assistance subsidies to many vulnerable people in the City of Fairfield.

STAFF CONTACT
Tanya Tran, Housing Division Manager
(707) 4287391
[email protected]
COORDINATED WITH
Housing Services Department
ATTACHMENTS:

Description
Proposed Resolution
Exhibit A: Annual Plan
REVIEWERS:

Reviewer Action Date
Jones, LaTanna Approved 3/21/2022 5:11 PM
Alexander, Amber Approved 3/23/2022 11:50 AM
Alexander, Amber Approved 3/23/2022 11:51 AM
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FAIRFIELD HOUSING AUTHORITY

RESOLUTION NO. HA2022-04

RESOLUTION OF THE FAIRFIELD HOUSING AUTHORITY APPROVING THE FAIRFIELD HOUSING AUTHORITY'S PUBLIC HOUSING AGENCY ANNUAL PLAN FOR FISCAL YEAR 2022-2023

WHEREAS, in order to receive Housing Choice Voucher funding from the U.S. Department of Housing and Urban Development (HUD), the Fairfield Housing Authority must submit an approved Public Housing Agency (PHA) Annual Plan to HUD; and

WHEREAS, the Fairfield Housing Authority prepared the required updated PHA Annual Plan for fiscal year (FY) 2022-2023 (Annual Plan) as attached hereto; and

WHEREAS, to obtain public comments on the Annual Plan, a 45-day public comment period was advised and observed beginning February 18, 2022, and a public hearing was held on April 5, 2022.

NOW, THEREFORE, THE FAIRFIELD HOUSING AUTHORITY HEREBY RESOLVES:

Section 1. As attached hereto Exhibit A, the Annual Plan is hereby approved and accepted.

Section 2. The executive director is hereby authorized and directed to do all actions required to submit the Annual Plan to HUD.

PASSED AND ADOPTED this 5th day of April, 2022, by the following vote:

AYES: COMMISSIONERS: PRICE / BERTANI / MOY / PANDURO / TIMM / TONNESEN / VACCARO

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAIN: COMMISSIONERS:

CHAIR

ATTEST:

____________________________

ASSISTANT SECRETARY
Packet Page 65 of 480Attachment 1 Page 1 of 1

Streamlined Annual
PHA Plan
(HCV Only PHAs)
U.S. Department of Housing and Urban Development
Office of Public and Indian Housing OMB No. 2577-0226
Expires 03/31/2024

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Purpose. The 5-Year and Annual PHA Plans provide a ready source for interested parties to locate basic PHA policies, rules, and requirements concerning the PHA’s operations, programs, and services, including changes to these policies, and informs HUD, families served by the PHA, and members of the public of the PHA’s mission, goals and objectives for serving the needs of low- income, very low- income, and extremely low- income families

Applicability. The Form HUD-50075-HCV is to be completed annually by HCV-Only PHAs. PHAs that meet the definition of a Standard PHA, Troubled PHA, High Performer PHA, Small PHA, or Qualified PHA do not need to submit this form. Where applicable, separate Annual PHA Plan forms are available for each of these types of PHAs.

Definitions.

(1) High-Performer PHA – A PHA that owns or manages more than 550 combined public housing units and housing choice vouchers, and was designated as a high performer on both the most recent Public Housing Assessment System (PHAS) and Section Eight Management Assessment Program (SEMAP) assessments if administering both programs, or PHAS if only administering public housing. (2) Small PHA - A PHA that is not designated as PHAS or SEMAP troubled, that owns or manages less than 250 public housing units and any number of vouchers where the total combined units exceed 550.
(3) Housing Choice Voucher (HCV) Only PHA - A PHA that administers more than 550 HCVs, was not designated as troubled in its most recent SEMAP assessment and does not own or manage public housing.
(4) Standard PHA - A PHA that owns or manages 250 or more public housing units and any number of vouchers where the total combined units exceed 550, and that was designated as a standard performer in the most recent PHAS and SEMAP assessments. (5) Troubled PHA - A PHA that achieves an overall PHAS or SEMAP score of less than 60 percent. (6) Qualified PHA - A PHA with 550 or fewer public housing dwelling units and/or housing choice vouchers combined and is not PHAS or SEMAP troubled.

PHA Information.

A.1

PHA Name: __City of Fairfield Housing Authority_________________________________________ PHA Code: __CA065___________ PHA Plan for Fiscal Year Beginning: (MM/YYYY): ___7/1/2022___________ PHA Inventory (Based on Annual Contributions Contract (ACC) units at time of FY beginning, above) Number of Housing Choice Vouchers (HCVs) _____887____________ PHA Plan Submission Type: Annual Submission Revised Annual Submission

Availability of Information. In addition to the items listed in this form, PHAs must have the elements listed below readily available to the public.

A PHA must identify the specific location(s) where the proposed PHA Plan, PHA Plan Elements, and all information relevant to the public hearing and proposed PHA Plan are available for inspection by the public. Additionally, the PHA must provide information on how the public may reasonably obtain additional information of the PHA policies contained in the standard Annual Plan but excluded from their streamlined submissions. At a minimum, PHAs must post PHA Plans, including updates, at the main office or central office of the PHA. PHAs are strongly encouraged to post complete PHA Plans on their official website.

PHA Consortia: (Check box if submitting a joint Plan and complete table below) Participating PHAs PHA Code Program(s) in the Consortia Program(s) not in the Consortia No. of Units in Each Program
Lead HA:

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Plan Elements.

B.1
Revision of Existing PHA Plan Elements.

a) Have the following PHA Plan elements been revised by the PHA since its last Annual Plan submission?

Y N
Statement of Housing Needs and Strategy for Addressing Housing Needs.

Deconcentration and Other Policies that Govern Eligibility, Selection, and Admissions.

Financial Resources.

Rent Determination.

Operation and Management.

Informal Review and Hearing Procedures.

Homeownership Programs.

Self Sufficiency Programs and Treatment of Income Changes Resulting from Welfare Program Requirements.

Substantial Deviation.

Significant Amendment/Modification.

(b) If the PHA answered yes for any element, describe the revisions for each element(s):

B.2

New Activities. – Not Applicable

B.3

Progress Report.

The 5-year plan was approved and submitted in October 2021. The Fairfield Housing Authority is establishing new policies/procedures to address the outlined goals in the 5-year plan.

B.4

Capital Improvements. – Not Applicable

B.5

Most Recent Fiscal Year Audit.

(a) Were there any findings in the most recent FY Audit?

Y N N/A

(b) If yes, please describe:

C. Other Document and/or Certification Requirements.

C.1
Resident Advisory Board (RAB) Comments.

(a) Did the RAB(s) have comments to the PHA Plan?

Y N

(b) If yes, comments must be submitted by the PHA as an attachment to the PHA Plan. PHAs must also include a narrative describing their analysis of the RAB recommendations and the decisions made on these recommendations.

C.2

Certification by State or Local Officials.

Form HUD 50077-SL, Certification by State or Local Officials of PHA Plans Consistency with the Consolidated Plan, must be submitted by the PHA as an electronic attachment to the PHA Plan.

C.3

Civil Rights Certification/ Certification Listing Policies and Programs that the PHA has Revised since Submission of its Last Annual Plan.

Form HUD-50077-ST-HCV-HP, PHA Certifications of Compliance with PHA Plan, Civil Rights, and Related Laws and Regulations Including PHA Plan Elements that Have Changed, must be submitted by the PHA as an electronic attachment to the PHA Plan.

C.4
Challenged Elements. If any element of the PHA Plan is challenged, a PHA must include such information as an attachment with a description of any challenges to Plan elements, the source of the challenge, and the PHA’s response to the public. (a) Did the public challenge any elements of the Plan?

Y N

If yes, include Challenged Elements.

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Affirmatively Furthering Fair Housing (AFFH).

D.1

Affirmatively Furthering Fair Housing (AFFH).

Provide a statement of the PHA’s strategies and actions to achieve fair housing goals outlined in an accepted Assessment of Fair Housing (AFH) consistent with 24 CFR § 5.154(d)(5). Use the chart provided below. (PHAs should add as many goals as necessary to overcome fair housing issues and contributing factors.) Until such time as the PHA is required to submit an AFH, the PHA is not obligated to complete this chart. The PHA will fulfill, nevertheless, the requirements at 24 CFR § 903.7(o) enacted prior to August 17, 2015. See Instructions for further detail on completing this item.

Fair Housing Goal: 1) INCREASE CITY AND DEVELOPER AWARENESS OF AREAS OF

RESIDENTIAL SEGREGATION
Describe fair housing strategies and actions to achieve the goal

Action 1.1. Annual Review. Utilize tools such as HUD’s Low Income Census Tracts list, as well as CPD and AFFH maps on an annual basis to determine areas of residential segregation.

Action 1.2. Inform Planning & Housing. Provide the Planning and Housing Departments, and any other people likely to talk with developers, with information about residential segregation patterns so that they do not inadvertently support developments that concentrate and segregate protected classes. If the proposed development is in an area of minority concentration, carefully consider the impact and benefits of that project to balance the need for affordable housing with the potential for increased residential segregation.

Incorporate this awareness and language in the development of the upcoming Housing Element and reporting goals.

Fair Housing Goal: 2) DEVELOP STRATEGIES TO INCREASE AFFORDABLE HOUSING Describe fair housing strategies and actions to achieve the goal

Action 2.1. Sites. Review areas of minority and low-income concentration. Identify potential sites for affordable housing and market to the public and affordable housing stakeholders.

Staff should consider these sites and whether to modify zoning of single-family or medium density residential to high density for affordable housing in order to fully develop throughout the city to not further contribute to residential segregation.

Action 2.2. Identify Incentives. Identify and analyze potential financial and non-financial incentives to help make tax credit applications competitive. Seek affordable housing financing sources for which the City can apply. Identify other local funds such as tax increments that might be utilized for affordable housing and Section 8 project-based vouchers. Solicit feedback from developers. Discuss incentives with City Manager and obtain City Council approval as appropriate.

Action 2.3 Marketing Plan. Create a plan that identifies available sites for development and any available City incentives (e.g., fee credits, loans, grants, etc.). Develop handouts regarding incentives available and under what circumstances. Market the City’s plan to specifically develop affordable housing with equal opportunity for all.

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Action 2.4 Rent Survey. If/when rents are above the Fair Market Rate (FMR), consider conducting a survey of the rental market and request an increase in Section 8 Voucher standard as a result.

Action 2.5 Mortgage Bond Financing. Investigate the feasibility of offering multifamily mortgage bond financing (which is repaid by the project) to developers for projects of the appropriate size. Mortgage bond project financing is generally a little less expensive than private-sector financing, and the projects are automatically provided with an allocation of 4% tax credits.

Action 2.6 Mortgage Credit Certificates. Work with lenders to determine whether a Mortgage Credit Certificate (MCC) or other types of homeownership loan program is feasible given the housing market and incomes that would be served. If feasible, develop and implement the program.

Fair Housing Goal: 3) REDUCE INSTITUTIONAL BARRIERS TO AFFORDABLE HOUSING

DEVELOPMENT
Describe fair housing strategies and actions to achieve the goal

Action 3.1. Effective Neighborhood Engagement. Document an effective process that affordable housing developers can use to address the concerns of neighborhood residents in Fairfield. Continue to stress respectful listening and flexibility in responding to neighborhood concerns, as well as cultural competency.

Action 3.2. Preapplication Meetings. Continue to conduct pre-application meetings with multi-family housing developers to review the development process, answer any questions, and discuss how they plan to work with neighbors in adjoining single-family neighborhoods.

Action 3.3. Review Development Fees. Annually review development fees with surrounding jurisdictions to keep costs competitive and inviting for affordable housing developers.

Action 3.4. Outline of Development Process. Outline Fairfield’s development process in writing with a general timeline for each step. Provide developers with a list of all fees and contact persons for questions so that they can accurately estimate costs. Update fee schedule and other details annually.

Fair Housing Goal: 4) PREVENT EVICTIONS AND STABILIZE HOUSING Describe fair housing strategies and actions to achieve the goal

Action 4.1. Prevent Evictions. Ensure that the most vulnerable lowest-income Fairfield residents have access to services that help resolve landlords' issues and prevent evictions.

Action 4.2. Provide Rental Assistance. Provide emergency assistance and rapid rehousing for households earning 50% or less than area median income to help prevent homelessness from helping disparate address impacts that COVID-related job/income losses have had on extremely low-income renter households, which are predominantly women of color with children.

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Fair Housing Goal: 5) FAIR HOUSING FUNDING, REPORTING, MONITORING, AUDITING AND

PUBLIC EDUCATION
Describe fair housing strategies and actions to achieve the goal

Action 5.1. Fund and Understand. Continue to fund and work with Fair Housing contractors to understand the prevalence and types of housing discrimination in the City of Fairfield. Ensure that Fair Housing contractor conducts at least one multifamily rental housing audit each year to learn the extent of discrimination in Fairfield multifamily housing. Publicize information from the audits. Discuss discrimination findings at California Apartment Association (CAA) meetings and ask for their help in addressing discrimination.

Action 5.2. Fair Housing & Disability Resource Development. Work with Fair Housing contractor to develop civil rights and fair housing materials and specifically highlight discrimination on the basis of disability. Work with Independent Living Resources of Solano/Contra Costa (ILR) and Lion’s Center for the Visually Impaired and other disability advocates to understand what information would be beneficial to their clients. Integrate all information into a resource sheet and training.

Action 5.3. Training & Public Awareness. Work with the CAA, ILR, Lions and other disability groups, landlords and the public to publicize the materials and training opportunities. Conduct training courses for City Staff, property owners, multifamily projects, CAA. Create a public awareness campaign/plan to educate Fairfield residents of their fair housing choice and rights associated with fair housing and where to contact if they suspect they have experienced discrimination in housing.

Action 5.4. Landlord Outreach & Education. Develop a database of existing multi-family (duplex and larger) properties with names and addresses of owners, work to identify email addresses. Create an outreach strategy that will help to foster ongoing relationships and opportunities to educate about fair housing laws, including accommodations for those with disabilities. Work with property owners and landlords to increase awareness and enforcement of fair housing laws and tenant rights.

Action 5.5. Stakeholder Resources. Provide resources to educate real estate stakeholders (e.g., tenants, homebuyers, real estate agents/brokers, property owners) about local, state, and federal fair housing laws and regulations, and provide a list of these resources on the City’s website (easily identifiable and accessible).

Action 5.6. Public Education on Affordable Housing. Work with affordable housing developers to create flyers/brochures about the benefits of affordable housing, dispelling some of the stereotypes and myths. Create and find opportunities to dispel myths and present facts, especially when marketing for potential new affordable housing.

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Instructions for Preparation of Form HUD-50075-HCV
Annual PHA Plan for HCV-Only PHAs
___________________________________________________________________________

A. PHA Information. All PHAs must complete this section. (24 CFR §903.4)

A.1 Include the full PHA Name, PHA Code, PHA Type, PHA Fiscal Year Beginning (MM/YYYY), Number of Housing Choice Vouchers (HCVs), PHA Plan Submission Type, and the Availability of Information, specific location(s) of all information relevant to the public hearing and proposed PHA Plan.

PHA Consortia: Check box if submitting a Joint PHA Plan and complete the table. (24 CFR §943.128(a))

B. Plan Elements. All PHAs must complete this section. (24 CFR §903.11(c)(3))

B.1 Revision of Existing PHA Plan Elements. PHAs must:

Identify specifically which plan elements listed below that have been revised by the PHA. To specify which elements have been revised, mark the “yes” box. If an element has not been revised, mark “no."

Statement of Housing Needs and Strategy for Addressing Housing Needs. Provide a statement addressing the housing needs of low-income, very low-income and extremely low-income families and a brief description of the PHA’s strategy for addressing the housing needs of families who reside in the jurisdiction served by the PHA and other families who are on the Section 8 tenant-based assistance waiting lists. The statement must identify the housing needs of (i) families with incomes below 30 percent of area median income (extremely low-income); (ii) elderly families (iii) households with individuals with disabilities, and households of various races and ethnic groups residing in the jurisdiction or on the public housing and Section 8 tenant- based assistance waiting lists. The statement of housing needs shall be based on information provided by the applicable Consolidated Plan, information provided by HUD, and generally available data. The identification of housing needs must address issues of affordability, supply, quality, accessibility, size of units, and location. Once the PHA has submitted an Assessment of Fair Housing (AFH), which includes an assessment of disproportionate housing needs in accordance with 24 CFR 5.154(d)(2)(iv), information on households with individuals with disabilities and households of various races and ethnic groups residing in the jurisdiction or on the waiting lists no longer needs to be included in the Statement of Housing Needs and Strategy for Addressing Housing Needs. (24 CFR § 903.7(a)).

The identification of housing needs must address issues of affordability, supply, quality, accessibility, size of units, and location. (24 CFR §903.7(a)(2)(i)) Provide a description of the ways in which the PHA intends, to the maximum extent practicable, to address those housing needs in the upcoming year and the PHA’s reasons for choosing its strategy. (24 CFR §903.7(a)(2)(ii))

Deconcentration and Other Policies that Govern Eligibility, Selection, and Admissions. A statement of the PHA’s policies that govern resident or tenant eligibility, selection and admission including admission preferences for HCV. (24 CFR §903.7(b))

Financial Resources. A statement of financial resources, including a listing by general categories, of the PHA’s anticipated resources, such as PHA HCV funding and other anticipated Federal resources available to the PHA, as well as tenant rents and other income available to support tenant-based assistance. The statement also should include the non-Federal sources of funds supporting each Federal program, and state the planned use for the resources. (24 CFR §903.7(c))

Rent Determination. A statement of the policies of the PHA governing rental contributions of families receiving tenant-based assistance, discretionary minimum tenant rents, and payment standard policies. (24 CFR §903.7(d))

Operation and Management. A statement that includes a description of PHA management organization, and a listing of the programs administered by the PHA. (24 CFR §903.7(e)).

Informal Review and Hearing Procedures. A description of the informal hearing and review procedures that the PHA makes available to its applicants. (24 CFR §903.7(f))

Homeownership Programs. A statement describing any homeownership programs (including project number and unit count) administered by the agency under section 8y of the 1937 Act, or for which the PHA has applied or will apply for approval. (24 CFR §903.7(k))

Self Sufficiency Programs and Treatment of Income Changes Resulting from Welfare Program Requirements. A description of any PHA programs relating to services and amenities coordinated, promoted, or provided by the PHA for assisted families, including those resulting from the PHA’s partnership with other entities, for the enhancement of the economic and social self-sufficiency of assisted families, including programs provided or offered as a result of the PHA’s partnerships with other entities, and activities subject to Section 3 of the Housing and Community Development Act of 1968 (24 CFR Part 135) and under requirements for the Family Self-Sufficiency Program and others. Include the program’s size (including required and actual size of the FSS program) and means of allocating assistance to households. (24 CFR §903.7(l)(i)) Describe how the PHA will comply with the requirements of section 12(c) and (d) of the 1937 Act that relate to treatment of income changes resulting from welfare program requirements. (24 CFR §903.7(l)(iii)).

Substantial Deviation. PHA must provide its criteria for determining a “substantial deviation” to its 5-Year Plan. (24 CFR §903.7(r)(2)(i))

Significant Amendment/Modification. PHA must provide its criteria for determining a “Significant Amendment or Modification” to its 5-Year and Annual Plan.

If any boxes are marked “yes”, describe the revision(s) to those element(s) in the space provided.

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B.2 New Activities. This section refers to new capital activities which is not applicable for HCV-Only PHAs.

B.3 Progress Report. For all Annual Plans following submission of the first Annual Plan, a PHA must include a brief statement of the PHA’s progress in meeting the mission and goals described in the 5-Year PHA Plan. (24 CFR §903.11(c)(3), 24 CFR §903.7(r)(1))

B.4 Capital Improvements. This section refers to PHAs that receive funding from the Capital Fund Program (CFP) which is not applicable for HCV-Only PHAs

B.5 Most Recent Fiscal Year Audit. If the results of the most recent fiscal year audit for the PHA included any findings, mark “yes” and describe those findings in the space provided. (24 CFR §903.7(p))

C. Other Document and/or Certification Requirements.

C.1 Resident Advisory Board (RAB) comments. If the RAB had comments on the annual plan, mark “yes,” submit the comments as an attachment to the Plan and describe the analysis of the comments and the PHA’s decision made on these recommendations. (24 CFR §903.13(c), 24 CFR §903.19)

C.2 Certification by State of Local Officials. Form HUD-50077-SL, Certification by State or Local Officials of PHA Plans Consistency with the Consolidated Plan, must be submitted by the PHA as an electronic attachment to the PHA Plan. (24 CFR §903.15). Note: A PHA may request to change its fiscal year to better coordinate its planning with planning done under the Consolidated Plan process by State or local officials as applicable.

C.3 Civil Rights Certification/ Certification Listing Policies and Programs that the PHA has Revised since Submission of its Last Annual Plan. Provide a certification that the following plan elements have been revised, provided to the RAB for comment before implementation, approved by the PHA board, and made available for review and inspection by the public. This requirement is satisfied by completing and submitting form HUD-50077 ST-HCV-HP, PHA Certifications of Compliance with PHA Plan, Civil Rights, and Related Laws and Regulations Including PHA Plan Elements that Have Changed.

Form HUD-50077-ST-HCV-HP, PHA Certifications of Compliance with PHA Plan, Civil Rights, and Related Laws and Regulations Including PHA Plan Elements that Have Changed must be submitted by the PHA as an electronic attachment to the PHA Plan. This includes all certifications relating to Civil Rights and related regulations. A PHA will be considered in compliance with the certification requirement to affirmatively further fair housing if the PHA fulfills the requirements of §§ 903.7(o)(1) and 903.15(d) and: (i) examines its programs or proposed programs; (ii) identifies any fair housing issues and contributing factors within those programs, in accordance with 24 CFR 5.154; or 24 CFR 5.160(a)(3) as applicable (iii) specifies actions and strategies designed to address contributing factors, related fair housing issues, and goals in the applicable Assessment of Fair Housing consistent with 24 CFR 5.154 in a reasonable manner in view of the resources available; (iv) works with jurisdictions to implement any of the jurisdiction's initiatives to affirmatively further fair housing that require the PHA's involvement; (v) operates programs in a manner consistent with any applicable consolidated plan under 24 CFR part 91, and with any order or agreement, to comply with the authorities specified in paragraph (o)(1) of this section; (vi) complies with any contribution or consultation requirement with respect to any applicable AFH, in accordance with 24 CFR 5.150 through 5.180; (vii) maintains records reflecting these analyses, actions, and the results of these actions; and (viii) takes steps acceptable to HUD to remedy known fair housing or civil rights violations. impediments to fair housing choice within those programs; addresses those impediments in a reasonable fashion in view of the resources available; works with the local jurisdiction to implement any of the jurisdiction’s initiatives to affirmatively further fair housing; and assures that the annual plan is consistent with any applicable Consolidated Plan for its jurisdiction. (24 CFR §903.7(o)).

C.4 Challenged Elements. If any element of the Annual PHA Plan or 5-Year PHA Plan is challenged, a PHA must include such information as an attachment to the Annual PHA Plan or 5-Year PHA Plan with a description of any challenges to Plan elements, the source of the challenge, and the PHA’s response to the public.

D. Affirmatively Furthering Fair Housing (AFFH).

D.1 Affirmatively Furthering Fair Housing. The PHA will use the answer blocks in item D.1 to provide a statement of its strategies and actions to implement each fair housing goal outlined in its accepted Assessment of Fair Housing (AFH) consistent with 24 CFR § 5.154(d)(5) that states, in relevant part: “To implement goals and priorities in an AFH, strategies and actions shall be included in program participants' … PHA Plans (including any plans incorporated therein) …. Strategies and actions must affirmatively further fair housing ….” Use the chart provided to specify each fair housing goal from the PHA’s AFH for which the PHA is the responsible program participant – whether the AFH was prepared solely by the PHA, jointly with one or more other PHAs, or in collaboration with a state or local jurisdiction – and specify the fair housing strategies and actions to be implemented by the PHA during the period covered by this PHA Plan. If there are more than three fair housing goals, add answer blocks as necessary.

Until such time as the PHA is required to submit an AFH, the PHA will not have to complete section D., nevertheless, the PHA will address its obligation to affirmatively further fair housing in part by fulfilling the requirements at 24 CFR 903.7(o)(3) enacted prior to August 17, 2015, which means that it examines its own programs or proposed programs; identifies any impediments to fair housing choice within those programs; addresses those impediments in a reasonable fashion in view of the resources available; works with local jurisdictions to implement any of the jurisdiction’s initiatives to affirmatively further fair housing that require the PHA’s involvement; and maintain records reflecting these analyses and actions. Furthermore, under Section 5A(d)(15) of the U.S. Housing Act of 1937, as amended, a PHA must submit a civil rights certification with its Annual PHA Plan, which is described at 24 CFR 903.7(o)(1) except for qualified PHAs who submit the Form HUD-50077-CR as a standalone document.

This information collection is authorized by Section 511 of the Quality Housing and Work Responsibility Act, which added a new section 5A to the U.S. Housing Act of 1937, as amended, which introduced the Annual PHA Plan. The Annual PHA Plan provides a ready source for interested parties to locate basic PHA policies, rules, and requirements concerning the PHA’s operations, programs, and services, and informs HUD, families served by the PHA, and members of the public for serving the needs of low- income, very low- income, and extremely low- income families. Public reporting burden for this information collection is estimated to average 6.02 hour per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. HUD may not collect this information, and respondents are not required to complete this form, unless it displays a currently valid OMB Control Number.

Privacy Act Notice. The United States Department of Housing and Urban Development is authorized to solicit the information requested in this form by virtue of Title 12, U.S. Code, Section 1701 et seq., and regulations promulgated thereunder at Title 12, Code of Federal Regulations. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality Packet Page 72 of 480Attachment 2 Page 7 of 7

Agenda Item No: 7.

AGENDA REPORT
DATE:April 5, 2022
TO:Mayor and City Council
FROM:David Gassaway, Interim City Manager
SUBJECT:Heart of Fairfield Resolution 202257 of the City Council of the City of Fairfield Approving the Plans and Specifications and Awarding a Contract to W Bradley Electric, Inc., for the Heart of Fairfield Downtown Striping and Intersection Improvements Project RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The roadway network has a major effect on the overall urban design quality for downtown. Improving circulation, increasing onstreet parking, and enhancing overall multimodal mobility within downtown Fairfield is an important initiative of the Heart of Fairfield Specific Plan. The proposed Downtown Striping and Intersection Improvement Project (Project) will improve the area's pedestrian environment and traffic safety. The resolution approves the Project plans and specifications and awards a contract for $299,327.75 to W Bradley Electric, Inc., of Novato, California.

DISCUSSION
In 2018, the City received a concept plan from downtown business owners to reconfigure a segment of Webster Street and Jackson Street by converting onstreet parking from parallel to angled parking and converting to oneway travel. The City performed a study to determine how these proposed improvements would impact traffic flow. The results showed that the performance level of the roadway was within the City's acceptable standards; therefore, staff determined that implementing the proposed improvements was feasible provided funding was identified.

In 2021, when traffic volumes returned to precovid conditions, staff expanded on the study by analyzing a larger area of downtown Fairfield. The expanded study focused on an area bounded by Pennsylvania Avenue to the west, Union Avenue to the east, Kentucky Street to the north, and Broadway Street to the south. Staff also completed a community survey to elicit feedback on transportation infrastructure needs in the downtown. A main concern of the public is that Texas Street draws excessive commuter/cut through traffic compared to visitor traffic. Additionally, survey respondents mentioned the need for additional onstreet parking.

Staff and their transportation consultant, Fehr and Peers, compared traffic circulation between existing roadway conditions to Project improvement conditions. With the proposed improvements implemented, the roadway would still perform within the City's acceptable standards. Most intersections would service vehicles at the same or similar level compared to existing conditions. The study is included as Attachment 3, Circulation and Parking Study.

In December 2021, the City hired KimleyHorn and Associates to design the improvements identified in the Fehr & Peers study, as seen in Attachment 1, Project Map. The Project improvements include the following:

Install bicycle lanes in both directions on Texas Street and remove the left turn pockets to accommodate the bicycle lanes.

Convert all intersections between Pennsylvania Avenue and Union Avenue to allway stops to discourage unsafe speeds, cutthrough traffic, and provide a safer environment for pedestrians and bicyclists. The traffic signals at Texas Street/Pennsylvania Avenue and Texas Street/Union Avenue will remain.

Convert Great Jones Street, Taylor Street, Jackson Street, and Webster Street to oneway streets. The limits for the conversion are between Empire Street and Kentucky Street.

The oneway direction converted streets will increase parking stalls and includes bicycle lanes.

Two bids were received and opened on March 15, 2022. The bids range in price from $299,327.75 to $530,627.75. The Engineer's Estimate was $360,000. The apparent low bid was submitted by W.

Bradley Electric, Inc. (W. Bradley) for $299,327.75. Staff has reviewed the bid submitted by W. Bradley and determined their bid to be the lowest responsive bid that meets all bid requirements. Staff recommends the contingency authorization for this Project be increased from the typical 10% to 15% because of the accelerated construction schedule. The additional contingency will allow for field decisions to be made and work to progress on the necessary time frame.

Construction hours and days will be restricted to ease traffic congestion, and they will perform the work in two phases. The first phase will close Texas Street from Pennsylvania Avenue to Union Avenue. The second phase will close off the side streets as mentioned in the paragraph above. The City will assign a City inspector to oversee the work and be available to respond to questions from the public.

FINANCIAL IMPACT
The construction authorization for the Project will be $344,227, which is the total bid amount plus a 15% contingency ($299,327.75 total bid + $44,899.25 contingency). Funding for the Project is budgeted in the Heart of Fairfield Fund (Fund 551, Division and Responsibility Code 99206).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
In May 2021, a public survey was conducted, and 132 residents participated. The survey results guided the improvements that would be modeled. After the model and design were complete, staff conducted a public outreach meeting on February 16, 2022, that informed the public of the Project. In addition, staff will provide detailed information on the Project to Planning Commission on March 23, 2022.

A notice inviting bids for the Project was advertised twice in the Daily Republic newspaper on February 25 and March 4, 2022. In addition, the Plans and Specifications were hosted through BPX Printing & Graphics online Planroom. The initial advertisement emailed a notice of the Project and complete bid package to 12 builder's exchanges in the State of California, covering the area from Redding to San Jose and Stockton to Santa Rosa.

ALTERNATIVE ACTION
The City Council could choose not to award the contract, reject all bids and restart the bid process. A delay in the award could significantly negatively impact the project construction schedule.

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Agenda Item No: 7.AGENDA REPORTDATE:April 5, 2022 TO:Mayor and City CouncilFROM:David Gassaway, Interim City ManagerSUBJECT:Heart of Fairfield Resolution 202257 of the City Council of the City of FairfieldApproving the Plans and Specifications and Awarding a Contract to W Bradley Electric,Inc., for the Heart of Fairfield Downtown Striping and Intersection Improvements ProjectRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEThe roadway network has a major effect on the overall urban design quality for downtown. Improvingcirculation, increasing onstreet parking, and enhancing overall multimodal mobility within downtownFairfield is an important initiative of the Heart of Fairfield Specific Plan. The proposed DowntownStriping and Intersection Improvement Project (Project) will improve the area's pedestrian environmentand traffic safety. The resolution approves the Project plans and specifications and awards a contractfor $299,327.75 to W Bradley Electric, Inc., of Novato, California.DISCUSSIONIn 2018, the City received a concept plan from downtown business owners to reconfigure a segment ofWebster Street and Jackson Street by converting onstreet parking from parallel to angled parking andconverting to oneway travel. The City performed a study to determine how these proposedimprovements would impact traffic flow. The results showed that the performance level of the roadwaywas within the City's acceptable standards; therefore, staff determined that implementing the proposedimprovements was feasible provided funding was identified.In 2021, when traffic volumes returned to precovid conditions, staff expanded on the study by analyzinga larger area of downtown Fairfield. The expanded study focused on an area bounded by PennsylvaniaAvenue to the west, Union Avenue to the east, Kentucky Street to the north, and Broadway Street to thesouth. Staff also completed a community survey to elicit feedback on transportation infrastructure needsin the downtown. A main concern of the public is that Texas Street draws excessive commuter/cutthrough traffic compared to visitor traffic. Additionally, survey respondents mentioned the need foradditional onstreet parking.Staff and their transportation consultant, Fehr and Peers, compared traffic circulation between existingroadway conditions to Project improvement conditions. With the proposed improvements implemented,the roadway would still perform within the City's acceptable standards. Most intersections would servicevehicles at the same or similar level compared to existing conditions. The study is included asAttachment 3, Circulation and Parking Study.In December 2021, the City hired KimleyHorn and Associates to design the improvements identified inthe Fehr & Peers study, as seen in Attachment 1, Project Map. The Project improvements include thefollowing:Install bicycle lanes in both directions on Texas Street and remove the left turn pockets toaccommodate the bicycle lanes.Convert all intersections between Pennsylvania Avenue and Union Avenue to allway stops todiscourage unsafe speeds, cutthrough traffic, and provide a safer environment for pedestriansand bicyclists. The traffic signals at Texas Street/Pennsylvania Avenue and Texas Street/UnionAvenue will remain.Convert Great Jones Street, Taylor Street, Jackson Street, and Webster Street to onewaystreets. The limits for the conversion are between Empire Street and Kentucky Street.The oneway direction converted streets will increase parking stalls and includes bicycle lanes.Two bids were received and opened on March 15, 2022. The bids range in price from $299,327.75 to$530,627.75. The Engineer's Estimate was $360,000. The apparent low bid was submitted by W.Bradley Electric, Inc. (W. Bradley) for $299,327.75. Staff has reviewed the bid submitted by W. Bradleyand determined their bid to be the lowest responsive bid that meets all bid requirements. Staffrecommends the contingency authorization for this Project be increased from the typical 10% to 15%because of the accelerated construction schedule. The additional contingency will allow for fielddecisions to be made and work to progress on the necessary time frame.Construction hours and days will be restricted to ease traffic congestion, and they will perform the workin two phases. The first phase will close Texas Street from Pennsylvania Avenue to Union Avenue. Thesecond phase will close off the side streets as mentioned in the paragraph above. The City will assign aCity inspector to oversee the work and be available to respond to questions from the public.FINANCIAL IMPACTThe construction authorization for the Project will be $344,227, which is the total bid amount plus a 15%contingency ($299,327.75 total bid + $44,899.25 contingency). Funding for the Project is budgeted inthe Heart of Fairfield Fund (Fund 551, Division and Responsibility Code 99206).PUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONIn May 2021, a public survey was conducted, and 132 residents participated. The survey results guidedthe improvements that would be modeled. After the model and design were complete, staff conducted apublic outreach meeting on February 16, 2022, that informed the public of the Project. In addition, staffwill provide detailed information on the Project to Planning Commission on March 23, 2022.A notice inviting bids for the Project was advertised twice in the Daily Republic newspaper on February25 and March 4, 2022. In addition, the Plans and Specifications were hosted through BPX Printing &Graphics online Planroom. The initial advertisement emailed a notice of the Project and complete bidpackage to 12 builder's exchanges in the State of California, covering the area from Redding to SanJose and Stockton to Santa Rosa.ALTERNATIVE ACTIONThe City Council could choose not to award the contract, reject all bids and restart the bid process. A delay in the award could significantly negatively impact the project construction schedule.

STAFF CONTACT
Phil Layoso, Assistant Engineer
(707) 4287505
[email protected]
COORDINATED WITH
Community Development Department, Finance Department
ATTACHMENTS:

Description
Attachment 1: Project Map
Attachment 2: Bid Results
Attachment 3: Circulation and Parking Study
Attachment 4: Proposed Resolution
REVIEWERS:

Reviewer Action Date
Kaushal, Paul Approved 3/28/2022 2:09 PM
Alexander, Amber Approved 3/28/2022 2:57 PM
Alexander, Amber Approved 3/28/2022 2:57 PM
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City of Fairfield
Public Works Department

HOF Downtown Striping and Intersection Improvement

NAME OF PROJECT
March 15, 2022, 2:15 p.m.

DATE OF BID

NO. BIDDER AMOUNT
1 W. Bradley Electric, Inc. Novato, CA $299,327.75
2 Ray’s Electric Oakland, CA $530,627.75

Engineer’s Estimate $360,000.00
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Prepared for:City of Fairfield
Draft Traffic Operations Analysis Report
City of Fairfield DowntownCirculation and Parking Study 100 Pringle Avenue
Suite 600
Walnut Creek, CA 94596
December 10, 2021
Prepared by
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Draft Traffic Operations Analysis Report
City of Fairfield Downtown
Circulation and Parking Study
Prepared for:

City of Fairfield, California
December 10, 2021
WC20-3742
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City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
December 10, 2021

Table of Contents

1. Introduction ........................................................................................................................................... 1

1.1 Proposed Modifications to Circulation System ............................................................................................ 1

1.2 Traffic Operations Analysis Framework ........................................................................................................ 5

1.2.1 Signalized Intersections ...................................................................................................................... 5

1.2.2 Unsignalized Intersections .................................................................................................................. 5

1.2.3 Intersection Analysis Methodology ..................................................................................................... 6

1.3 Analysis Scenarios ......................................................................................................................................... 9

1.4 Report Organization ..................................................................................................................................... 12

2. Near-Term Analysis ............................................................................................................................ 13

2.1 Existing Conditions ....................................................................................................................................... 13

2.2 Existing with Project Conditions .................................................................................................................. 15

3. Far-Term (Year 2040) Analysis .......................................................................................................... 18

3.1 Year 2040 Volume Forecasts...................................................................................................................... 18

3.2 Cumulative Conditions Analysis .................................................................................................................. 18

4. Conceptual Western Expansion Analysis .......................................................................................... 22

5. Conclusions ........................................................................................................................................ 23

List of Figures

Figure 1 Geographic Extents of Proposed Modifications ................................................................................... 3

List of Tables

Table 1: Existing/Base Project and Optional Intersection Control Modifications .................................................... 4 Table 2: Signalized Level of Service Definitions ........................................................................................................ 5 Table 3: Unsignalized Level of Service Definitions .................................................................................................... 6 Table 4: Analysis Scenarios ...................................................................................................................................... 10 Table 5: Existing Conditions Intersection Delays and Levels of Service................................................................. 13 Table 6: Existing with Project Conditions Intersection Delays and Levels of Service ............................................ 16 Table 7: Year 2040 Conditions Intersection Delays and Levels of Service ............................................................ 19 Table 8: Conceptual Western Expansion Intersection Delays and Levels of Service ............................................ 22

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City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
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1 1. Introduction
This report presents the results of a traffic operations analysis study to evaluate several proposed one-way directionality conversions, lane geometry modifications, and intersection traffic control options to support an expansion of the on-street parking supply in the downtown Fairfield area. The purpose of expanding the on-street parking supply is to alleviate the need for off-street parking so that the off-street parking lots may be subject to redevelopment per the Heart of Fairfield Specific Plan.

1.1 Proposed Modifications to Circulation
System
Several modifications to the circulation system are proposed. At a high level, these improvements include:

Base Project:
 One-way conversion of the following roadways:
o Empire Street between Madison Street and Jefferson Street (to run one-way westbound) o Missouri Street between Madison Street and Jefferson Street (to run one-way eastbound) o Jackson Street from Kentucky Street to Broadway (to run one-way southbound) o Webster Street from Kentucky Street to Broadway (to run one-way northbound)  Removal of turn pockets along Texas Street from Taylor Street in the west to Jefferson Street in the east
 Closure of Madison Street between Empire Street and Missouri Street to automobile traffic Optional Additional Project Elements:
 Expansion of Texas Street modifications to Pennsylvania Avenue in the west to Washington Street in the east
 Additional reconfiguration of intersection control devices beyond those required to support the implementation of one-way circulation patterns, including conversion of existing signals along Texas Street to all-way stop-control
Conceptual Western Expansion:
 Expansion of one-way conversions westward along Empire Street and Missouri Street to include intersections at Taylor Street and Great Jones Street
 Taylor Street and Great Jones Street to be converted to one-way operations between Empire Street and Missouri Street. Taylor Street to run northbound and Great Jones Street to run southbound.

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2 The geographic extents of the proposed changes under the Base Project and the Optional Additional Project Elements are provided in Figure 1. Table 1 documents the optional conversions of intersection control devices from signals or side-street stop-control to all-way stop-control.

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FAIRFIELD

SUISUN CITY
Texas St
Pennsylvania AvePennsylvania AveMain StW Texas St
Woolner Ave
Driftwood Dr
Lotz WayWebster StJackson StKentucky St
Utah St
Empire St
Missouri St
Delaware St
Broadway St
Illinois St
Ohio StGreat Jones StTaylor StMadison StJeerson StWashington StUnion AveClay StCiv ic
Cen
te
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·12
1 2 3 4 5 6 7 8 9
10 11
12 13 14 15
16 17 18 19
20 21
22 23
WC20-3742_1_StudyLocs
Geographic Extents of Proposed Modifications
Figure 1
Downtown Study Area Boundary Conversion to One-Way (Small Scale)Texas Street Conversion (Small Scale) Study Intersection
Potential Expanded One-Way Conversion Potential Expanded Texas Street Conversion Madison Street Closure #Study IntersectionStudy Intersection Additional Study Intersection Packet Page 83 of 480Attachment 3 Page 6 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
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4 Table 1: Existing/Base Project and Optional Intersection Control Modifications Intersection Existing/Base
Project Control
Optional Control
Modification
Base and Optional Additional Project Elements Intersections 1 Pennsylvania Avenue/Texas Street Signalized Signalized 2 Great Jones Street/Texas Street Side-Street Stop All-Way Stop 3 Taylor Street/Texas Street Side-Street Stop All-Way Stop 4 Madison Street/Texas Street Signal All-Way Stop
5 Jackson Street/Texas Street Signal All-Way Stop
6 Webster Street/Texas Street Signal All-Way Stop
7 Jefferson Street/Texas Street Signal All-Way Stop
8 Union Avenue/Texas Street Signal All-Way Stop
9 Washington Street/Texas Street Signal Signal
10 Jackson Street/Kentucky Street Side-Street Stop All-Way Stop 11 Webster Street/Kentucky Street All-Way Stop All-Way Stop 12 Madison Street/Empire Street Side-Street Stop All-Way Stop 13 Jackson Street/Empire Street All-Way Stop All-Way Stop 14 Webster Street/Empire Street All-Way Stop All-Way Stop 15 Jefferson Street/Empire Street All-Way Stop All-Way Stop 16 Madison Street/Missouri Street All-Way Stop All-Way Stop 17 Jackson Street/Missouri Street All-Way Stop All-Way Stop 18 Webster Street/Missouri Street All-Way Stop All-Way Stop 19 Jefferson Street/Missouri Street Side-Street Stop All-Way Stop 20 Jackson Street/Delaware Street Side-Street Stop All-Way Stop 21 Webster Street/Delaware Street Side-Street Stop All-Way Stop 22 Jackson Street/Broadway Street All-Way Stop All-Way Stop 23 Webster Street/Broadway Street All-Way Stop All-Way Stop Conceptual Western Expansion Intersections
A Great Jones Street/Empire Street Side-Street Stop All-Way Stop B Taylor Street/Empire Street Side-Street Stop All-Way Stop C Great Jones Street/Missouri Street Side-Street Stop All-Way Stop D Taylor Street/Missouri Street Side-Street Stop All-Way Stop Source: Fehr & Peers, 2021

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5 1.2 Traffic Operations Analysis Framework
The operations of roadway facilities are described with the term “level of service” (LOS). LOS is a qualitative description of traffic flow from a vehicle driver’s perspective based on factors such as speed, travel time, delay, and freedom to maneuver. Six levels of service are defined ranging from LOS A (free-flow conditions) to LOS F (over capacity conditions). LOS E corresponds to operations “at capacity.” When volumes exceed capacity, stop-and-go conditions result and operations are designated LOS F.

1.2.1 Signalized Intersections
The method described in Chapter 19 of the Transportation Research Board’s Highway Capacity Manual, 6th Edition was used to conduct the level of service calculations for the signalized study intersections. This method is used to estimate the control delay experienced by motorists at an intersection. Control delay includes the initial deceleration delay, queue move-up time, stopped delay, and final acceleration delay. The average control delay for signalized intersections was calculated using the Synchro and SimTraffic traffic analysis software packages and correlated to a LOS designation as shown in Table 2.

Table 2: Signalized Level of Service Definitions
Level of
Service Description
Average Control
Delay per Vehicle
(seconds)
A Operations with very low delay occurring with favorable progression and/or short cycle lengths.  10.0
B Operations with low delay occurring with good progression and/or short cycle lengths. 10.1 to 20.0
C Operations with average delays resulting from fair progression and/or longer cycle lengths. Individual cycle failures begin to appear. 20.1 to 35.0 D
Operations with longer delays due to a combination of unfavorable progression, long cycle lengths, and high volume-to-capacity (V/C) ratios.

Many vehicles stop and individual cycle failures are noticeable.

35.1 to 55.0
E Operations with high delay values indicating poor progression, long cycle lengths, and high V/C ratios. Individual cycle failures are frequent occurrences. 55.1 to 80.0 F Operations with delays unacceptable to most drivers occurring due to over- saturation, poor progression, or very long cycle lengths. > 80.0 Source: Highway Capacity Manual, 6th Edition.

1.2.2 Unsignalized Intersections
The method described in Chapter 20 of the Highway Capacity Manual, 6th Edition was used to conduct the level of service calculations for the side-street stop-controlled intersections. The method described in Packet Page 85 of 480Attachment 3 Page 8 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
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6 Chapter 21 of the Highway Capacity Manual, 6th Edition was used to conduct the level of service calculations for the all-way stop-controlled intersections. The average control delay for unsignalized intersections was also calculated using the Synchro and SimTraffic traffic analysis software packages. For side-street stop- controlled intersections, the worst movement (for multi-lane approaches) or worst approach (for single- lane approaches) delay was used to determine the LOS for the intersection, using the LOS designations shown in Table 3. For all-way stop-controlled intersections, the whole-intersection average delay was used to determine the LOS for the intersection.

Table 3: Unsignalized Level of Service Definitions
Level of
Service Description
Average Control
Delay per Vehicle
(seconds)
A Little or no delay ≤ 10.0
B Short traffic delays 10.1 to 15.0
C Average traffic delays 15.1 to 25.0
D Long traffic delays 25.1 to 35.0
E Very long traffic delays 35.1 to 50.0
F Extreme traffic delays with intersection capacity exceeded > 50.0 Source: Highway Capacity Manual, 6th Edition.

1.2.3 Intersection Analysis Methodology
The City of Fairfield General Plan and the City’s Guidelines for Transportation Impact Reports note the following peak hour LOS standards for intersections in the city of Fairfield:
 Arterial streets – LOS D standard
 Collector streets – LOS C standard
 Local streets – LOS B standard
 Highest functional classification at an intersection controls the classification of the intersection (e.g., at the intersection of an arterial and a collector, the intersection would be classified as arterial)
The Guidelines for Transportation Impact Reports notes that several exceptions to the peak hour LOS standard are available if maintaining the LOS standard at an intersection results in a safety impact, conflicts with General Plan goals, or is not cost-effective. This study does not assume that any of the study intersections are included in this exception. Based on the above standards and additional guidance form the Guidelines for Transportation Impact Reports, the following criteria were developed to evaluate if the Packet Page 86 of 480Attachment 3 Page 9 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
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7 proposed project would substantially degrade operations below the City’s General Plan goals and policies related to the circulation system. If a substantial degradation in operations is found to occur, the project should be modified to alleviate the substantial degradation.

1.2.3.1 Signalized Intersections
The proposed project would substantially degrade signalized intersection operations if:
 For intersections operating acceptably prior to the implementation of the project: the project would result in substantially degraded operations if it would cause the intersection to degrade below its peak hour LOS standard:
o Arterial streets – LOS D standard
o Collector streets – LOS C standard
o Local streets – LOS B standard
o Highest functional classification at an intersection controls the classification of the intersection (e.g., at the intersection of an arterial and a collector, the intersection would be classified as arterial)
 For intersections operating unacceptably prior to the implementation of the project: the project would result in substantially degraded operations if it would result in an increase of greater than

5.0 seconds in the average delay at the intersection (critical movements for arterial intersections)

1.2.3.2 All-Way Stop-Controlled Intersections
The proposed project would substantially degrade all-way stop-controlled intersection operations if:
 For intersections operating acceptably prior to the implementation of the project: the project would result in substantially degraded operations if both of the following criteria are met:
o It would cause the intersection to degrade below its peak hour LOS standard:
 Arterial streets – LOS D standard
 Collector streets – LOS C standard
 Local streets – LOS B standard
 Highest functional classification at an intersection controls the classification of the intersection (e.g., at the intersection of an arterial and a collector, the intersection would be classified as arterial)
o The intersection meets California MUTCD Signal Warrant 3A or Warrant 3B (commonly known as the “Peak Hour Signal Warrant”)
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8  For intersections operating unacceptably prior to the implementation of the project: the project would result in substantially degraded operations if both the following criteria are met:
o The project would result in an increase of greater than 5.0 seconds in the average delay at the intersection
o The intersection meets California MUTCD Signal Warrant 3A or Warrant 3B (commonly known as the “Peak Hour Signal Warrant”)

1.2.3.3 Side-Street Stop-Controlled Intersections
The City’s Guidelines for Transportation Impact Reports notes that small increases in volume at side-street stop-controlled intersections may result in large increases in reported delay. It is therefore difficult to established fixed criteria based on peak hour LOS for these locations. Therefore, the City’s Guidelines for Transportation Impact Reports suggests the following criteria:
 An intersection may be considered to operate acceptably (and thus operations are not substantially degraded) if the aggregate delay for the worst movement or approach is less than:
o 4.0 vehicle-hours for a movement on a single lane approach with low volume o 5.0 vehicle-hours for a movement on a multilane approach with low volume  Improvements are required if all of the following criteria are met:
o The worst movement/approach operates at LOS F during the peak hour o The intersection meets California MUTCD Signal Warrant 3A or Warrant 3B (commonly known as the “Peak Hour Signal Warrant”)
o A minimum of 10 vehicles are added to the worst movement/approach

1.2.3.4 Software Packages
Two software packages were used in the development of the analysis: Synchro 11 and SimTraffic 11. The Synchro software analysis package applies the methodologies from the Highway Capacity Manual, 6th Edition and relies on inputs such as traffic volumes, number of lanes, traffic signal timings, and locations of stop signs to calculate delay and LOS. The SimTraffic software analysis package is a microsimulation analysis package that simulates individual vehicles in the study area. It provides greater accuracy and precision in situations where intersections are closely spaced, very congested, and/or when queuing between intersections is of particular concern. City staff identified that, given the nature of the proposed improvements, congestion along the Texas Street corridor would be of particular concern and thus may need to be analyzed using a microsimulation software analysis package to provide a more in-depth understanding of intersection operations in the corridor.

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City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
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9 Based on the types of improvements considered and guidance from City staff, the following study intersections were analyzed using the noted software package:
 Study Intersections 1-9 (Texas Street corridor intersections): SimTraffic  Study Intersections 10-23, A-D (all other intersections): Synchro The Existing Conditions SimTraffic models were modified to include driver behavior and vehicle design characteristics that are typical for Northern California (based on field observations and typical state of the practice). The Synchro models applied the base Highway Capacity Manual, 6th Edition methodologies.

1.3 Analysis Scenarios
Roadway system operations were evaluated for the weekday morning (AM) and evening (PM) peak hours when traffic volumes on the surrounding roadway network are expected to be the highest, and the project would result in the greatest effect on intersection operations.

The analysis scenarios comprising the assessment of the Base Project and Optional Additional Project Elements are shown in Table 4. The analysis scenarios include a review of near-term and far-term operations with and without the effects of the project. Based on the project description in Section 1.1, four “With Project” sub-scenarios were analyzed to provide a complete understanding of how various proposed project elements may affect traffic operations. The analysis of the Conceptual Western Expansion elements are provided in a separate set of scenarios which build off of the “Maximum Project “ scenarios.

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City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft December 10, 2021 10 Table 4: Base Project and Optional Additional Project Elements Analysis Scenarios Scenario Description Near-Term Scenarios 1 Existing The analysis of existing conditions was based on traffic counts collected in mid-August 2021 after local schools returned to session. Existing lane configurations and signal timings were used to assess intersection capacity. It is noted that, while mid-August 2021 volumes may still have been affected by the COVID-19 pandemic, the volume of cut-through traffic on the Texas Street corridor was likely to be similar to that of pre-pandemic conditions as the I-80 freeway had returned to a congested state by August 2021 during the peak periods of travel. -- Existing with Project The Existing with Project scenario includes the four sub-scenarios listed below. Each sub-scenario includes a redistribution of traffic associated with conversion of roadways to one-way operations (and the closure of Madison Street). A reduction in volume along the Texas Street corridor was also taken to reflect the reduced capacity of the corridor with the elimination of the turn pockets – this volume reduction was based on data from the City of Fairfield travel demand model. 2A Sub-Scenario 1: Existing with Base Project Reconfiguration of the circulation system to include:  One-way conversion of the following roadways: o Empire Street between Madison Street and Jefferson Street (to run one-way westbound) o Missouri Street between Madison Street and Jefferson Street (to run one-way eastbound) o Jackson Street from Kentucky Street to Broadway (to run one-way southbound) o Webster Street from Kentucky Street to Broadway (to run one-way northbound)  Removal of turn pockets along Texas Street from Taylor Street in the west to Jefferson Street in the east  Closure of Madison Street between Empire Street and Missouri Street to automobile traffic 2B Sub-Scenario 2: Existing with Base Project plus Expanded Texas Street Improvements Scenario 2A transportation network, plus:  Expansion of Texas Street modifications to Pennsylvania Avenue in the west to Washington Street in the east 2C Sub-Scenario 3: Existing with Base Project plus Optional Intersection Control Modifications Scenario 2A transportation network, plus:  Additional reconfiguration of intersection control devices per Table 1 2D Sub-Scenario 4: Existing with Maximum Project Scenario 2A transportation network, plus:  Expansion of Texas Street modifications to Pennsylvania Avenue in the west to Washington Street in the east  Additional reconfiguration of intersection control devices per Table 1 Packet Page 90 of 480Attachment 3 Page 13 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft December 10, 2021 11 Table 4: Base Project and Optional Additional Project Elements Analysis Scenarios Scenario Description Far-Term Scenarios 3 Cumulative (Year 2040) without Project Year 2040 traffic forecasts without the proposed project were developed for Cumulative Conditions by applying traffic volume growth data derived from the City of Fairfield travel demand model. The growth data were applied to Existing Conditions volumes to arrive at Year 2040 forecasts. The model runs for this scenario included planned development in the area, including buildout of the Heart of Fairfield Specific Plan, the proposed housing rezoning envisioned under the ongoing Senate Bill 2 project, and warehousing development along the SR 12 corridor. The city model runs also consider the growth in regional traffic volumes that may choose to use the Texas Street corridor to bypass recurring peak period congestion on Interstate 80. -- Cumulative (Year 2040) with Project The Cumulative with Project scenario includes the four sub-scenarios listed below. Each sub-scenario includes a redistribution of traffic associated with conversion of roadways to one-way operations (and the closure of Madison Street). A reduction in volume along the Texas Street corridor was also taken to reflect the reduced capacity of the corridor with the elimination of the turn pockets – this volume reduction was based on data from the City of Fairfield travel demand model. 4A Sub-Scenario 1: Cumulative with Base Project Scenario 2A transportation network, including all proposed one-way conversions, removal of turn pockets along Texas Street from Taylor Street to Jefferson Street, and the closure of Madison Street between Empire Street and Missouri Street 4B Sub-Scenario 2: Cumulative with Base Project plus Expanded Texas Street Improvements Scenario 4A transportation network, plus:  Expansion of Texas Street modifications to Pennsylvania Avenue in the west to Washington Street in the east 4C Sub-Scenario 3: Cumulative with Base Project plus Optional Intersection Control Modifications Scenario 4A transportation network, plus:  Additional reconfiguration of intersection control devices per Table 1 4D Sub-Scenario 4: Cumulative with Maximum Project Scenario 4A transportation network, plus:  Expansion of Texas Street modifications to Pennsylvania Avenue in the west to Washington Street in the east  Additional reconfiguration of intersection control devices per Table 1 Source: Fehr & Peers, 2021 Packet Page 91 of 480Attachment 3 Page 14 of 37

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12 1.4 Report Organization
The remainder of this report is organized into the following chapters:
 Chapter 2: Near-Term Analysis describes the analysis of the Base Project and Optional Additional Project Elements under Existing with Project Conditions. A comparison of traffic operations to Existing Conditions is provided to assess if the proposed changes would result in operational deficiencies requiring further improvements.
 Chapter 3: Far-Term (Year 2040) Analysis describes the analysis of the Base Project and Optional Additional Project Elements under Cumulative with Project Conditions. A comparison of traffic operations to Cumulative without Project Conditions is provided to assess if the proposed changes would result in operational deficiencies requiring further improvements.  Chapter 4: Conceptual Western Expansion Analysis describes the analysis of the Conceptual Western Expansion under Existing with Project and Cumulative with Project Conditions.  Chapter 5: Conclusions provides a summary of findings and recommendations based on the analysis.

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13 2. Near-Term Analysis
This chapter describes traffic operations at the study intersections under Existing Conditions and the effect of the proposed project improvements under Existing with Project Conditions for the Base Project and Optional Additional Project Elements.

2.1 Existing Conditions
Existing Conditions are based on recent traffic count data, current lane geometries, stop sign controls, and traffic signal timings (at signalized intersections). Table 5 presents the results of the Existing Conditions traffic analysis. The results of the analysis indicate that all study intersections operate acceptably with respect to the City’s standards for operations. Existing Conditions AM and PM traffic volumes, lane configurations, and intersection control devices are included in Appendix A as Figure A1.

Table 5: Existing Conditions Intersection Delays and Levels of Service Intersection Existing
Control
Peak
Hour1 Delay2 LOS3 City LOS
Standard
1 Pennsylvania Avenue/Texas Street Signalized AM
PM

20.3 39.5
C
D D
2 Great Jones Street/Texas Street Side-Street
Stop
AM
PM

1.5 (8.7)

2.1 (22.7)
A (A)

A (C) D
3 Taylor Street/Texas Street Side-Street
Stop
AM
PM

1.1 (13.3)

1.6 (16.8)
A (B)

A (C) D
4 Madison Street/Texas Street Signal AM
PM

13.0 3.3
B
A D
5 Jackson Street/Texas Street Signal AM
PM

12.2 9.4
B
A D
6 Webster Street/Texas Street Signal AM
PM

11.3 9.3
B
A D
7 Jefferson Street/Texas Street Signal AM
PM

9.9 9.2
A
A D
8 Union Avenue/Texas Street Signal AM
PM

14.6 16.9
B
B D
9 Washington Street/Texas Street Signal AM
PM

17.9 13.8
B
B D
10 Jackson Street/Kentucky Street Side-Street
Stop
AM
PM

2.4 (9.8)

2.3 (9.8)
A (A)

A (A) B
11 Webster Street/Kentucky Street All-Way
Stop
AM
PM

12.7 12.0
B
B C
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14 Table 5: Existing Conditions Intersection Delays and Levels of Service Intersection Existing
Control
Peak
Hour1 Delay2 LOS3 City LOS
Standard
12 Madison Street/Empire Street Side-Street
Stop
AM
PM

1.6 (10.0)

3.5 (10.8)
A (B)

A (B) B
13 Jackson Street/Empire Street All-Way
Stop
AM
PM

8.4 7.6
A
A B
14 Webster Street/Empire Street All-Way
Stop
AM
PM

9.3 8.1
A
A C
15 Jefferson Street/Empire Street All-Way
Stop
AM
PM

9.3 7.9
A
A B
16 Madison Street/Missouri Street All-Way
Stop
AM
PM

7.3 7.4
A
A B
17 Jackson Street/Missouri Street All-Way
Stop
AM
PM

9.1 8.2
A
A B
18 Webster Street/Missouri Street All-Way
Stop
AM
PM

8.6 7.9
A
A C
19 Jefferson Street/Missouri Street Side-Street
Stop
AM
PM

2.7 (10.2)

2.8 (10.3)
A (B)

A (B) B
20 Jackson Street/Delaware Street Side-Street
Stop
AM
PM

1.9 (12.4)

4.7 (12.6)
A (B)

A (B) B
21 Webster Street/Delaware Street Side-Street
Stop
AM
PM

2.7 (12.3)

7.1 (11.6)
A (B)

A (B) B
22 Jackson Street/Broadway Street All-Way
Stop
AM
PM

10.2 9.7
B
A C
23 Webster Street/Broadway Street All-Way
Stop
AM
PM

9.5 9.1
A
A C
Notes:

1. AM = Weekday morning peak hour, PM = Weekday evening peak hour

2. Whole intersection average delay reported for signalized intersections and all-way stop-controlled intersections. Side-street stop- controlled delay presented as Whole Intersection Average Delay (Worst Movement Delay). Delay calculated per HCM 6TH Edition methodologies.

3. LOS designation per HCM 6th Edition. LOS color shading: LOS A-B, LOS C, LOS D, LOS E-F Bold indicates unacceptable operations per the City’s General Plan goals and policies related to the circulation system.

Source: Fehr & Peers, 2021

Packet Page 94 of 480Attachment 3 Page 17 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
December 10, 2021

15 2.2 Existing with Project Conditions
Four Existing with Project Conditions sub-scenarios have been analyzed. Table 6 presents the results of the Existing with Project Conditions traffic analysis. The results of the analysis indicate that all study intersections operate acceptably with respect to the City’s standards for operations under Existing with Project conditions for all sub-scenarios, and thus no modifications to the project would be needed to maintain operations within the City’s General Plan goals and polices. Existing with Project Conditions sub-scenario traffic volumes, lane configurations, and intersection control devices are presented on Figures A2, A3, A4 and A5 (for Sub-Scenarios 1, 2, 3, and 4, respectively) in Appendix A.

Packet Page 95 of 480Attachment 3 Page 18 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft December 10, 2021 16 Table 6: Existing with Project Conditions Intersection Delays and Levels of Service Intersection Peak Hour1 Existing/ Sub-Scenario 1 & 2 Intersection Control Sub-Scenario 3 & 4 Intersection Control City LOS Standard Existing Conditions Existing with Project Conditions Sub-Scenario 1: Existing with Base Project Sub-Scenario 2: Existing with Base Project plus Expanded Texas Street Improvements Sub-Scenario 3: Existing with Base Project plus Optional Intersection Control Modifications Sub-Scenario 4: Existing with Maximum Project Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 1 Pennsylvania Avenue/ Texas Street AM PM Signalized Signalized D 20.3 39.5 C D 19.2 40.2 B D 17.9 39.4 B D 21.2 41.6 C D 18.6 41.5 B D 2 Great Jones Street/ Texas Street AM PM Side-Street Stop All-Way Stop D 1.5 (8.7) 2.1 (22.7) A (A) A (C) 1.7 (6.8) 2.3 (22.3) A (A) A (C) 1.5 (6.6) 2.4 (22.2) A (A) A (C) 7.7 15.3 A C 7.2 15.2 A C 3 Taylor Street/ Texas Street AM PM Side-Street Stop All-Way Stop D 1.1 (13.3) 1.6 (16.8) A (B) A (C) 7.4 (8.3) 2.0 (12.3) A (A) A (B) 5.5 (8.8) 2.6 (20.5) A (A) A (C) 7.2 7.9 A A 7.1 8.9 A A 4 Madison Street/ Texas Street AM PM Signal All-Way Stop D 13.0 3.3 B A Intersection removed under Existing with Project Conditions due to closure of Madison Street 5 Jackson Street/ Texas Street AM PM Signal All-Way Stop D 12.2 9.4 B A 13.1 9.9 B A 12.4 10.5 B B 8.7 9.0 A A 8.5 9.0 A A 6 Webster Street/ Texas Street AM PM Signal All-Way Stop D 11.3 9.3 B A 11.2 11.2 B B 11.9 11.5 B B 7.9 9.4 A A 8.0 8.8 A A 7 Jefferson Street/ Texas Street AM PM Signal All-Way Stop D 9.9 9.2 A A 14.0 11.6 B B 17.6 11.3 B B 12.4 10.1 B B 13.4 10.6 B B 8 Union Avenue/ Texas Street AM PM Signal All-Way Stop D 14.6 16.9 B B 12.7 13.9 B B 19.2 15.1 B B 12.3 14.0 B B 14.9 18.9 B C 9 Washington Street/ Texas Street AM PM Signal Signal D 17.9 13.8 B B 16.2 13.5 B B 18.9 14.7 B B 17.1 13.4 B B 16.9 13.8 B B 10 Jackson Street/ Kentucky Street AM PM Side-Street Stop All-Way Stop B 2.4 (9.8) 2.3 (9.8) A (A) A (A) 10.7 (11.0) 8.9 (9.1) B(B) A (A) 10.7 (11.0) 8.9 (9.1) B (B) A (A) 10.7 8.9 B A 10.7 8.9 B A 11 Webster Street/ Kentucky Street AM PM All-Way Stop All-Way Stop C 12.7 12.0 B B 15.8 12.5 C B 15.8 12.5 C B 15.8 12.5 C B 15.8 12.5 C B 12 Madison Street/ Empire Street AM PM Side-Street Stop All-Way Stop B 1.6 (10.0) 3.5 (10.8) A (B) A (B) 0.3 (8.9) 0.3 (9.1) A (A) A (A) 0.3 (8.9) 0.3 (9.1) A (A) A (A) 8.9 7.7 A A 8.9 7.7 A A 13 Jackson Street/ Empire Street AM PM All-Way Stop All-Way Stop B 8.4 7.6 A A 8.5 8.5 A A 8.5 8.5 A A 8.5 8.5 A A 8.5 8.5 A A 14 Webster Street/ Empire Street AM PM All-Way Stop All-Way Stop C 9.3 8.1 A A 8.9 9.2 A A 8.9 9.2 A A 8.9 9.2 A A 8.9 9.2 A A 15 Jefferson Street/ Empire Street AM PM All-Way Stop All-Way Stop B 9.3 7.9 A A 9.2 8.0 A A 9.2 8.0 A A 9.2 8.0 A A 9.2 8.0 A A 16 Madison Street/ Missouri Street AM PM All-Way Stop All-Way Stop B 7.3 7.4 A A 8.2 8.1 A A 8.2 8.1 A A 8.2 8.1 A A 8.2 8.1 A A 17 Jackson Street/ Missouri Street AM PM All-Way Stop All-Way Stop B 9.1 8.2 A A 10.1 9.4 B A 10.1 9.4 B A 10.1 9.4 B A 10.1 9.4 B A Packet Page 96 of 480Attachment 3 Page 19 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft December 10, 2021 17 Table 6: Existing with Project Conditions Intersection Delays and Levels of Service Intersection Peak Hour1 Existing/ Sub-Scenario 1 & 2 Intersection Control Sub-Scenario 3 & 4 Intersection Control City LOS Standard Existing Conditions Existing with Project Conditions Sub-Scenario 1: Existing with Base Project Sub-Scenario 2: Existing with Base Project plus Expanded Texas Street Improvements Sub-Scenario 3: Existing with Base Project plus Optional Intersection Control Modifications Sub-Scenario 4: Existing with Maximum Project Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 18 Webster Street/ Missouri Street AM PM All-Way Stop All-Way Stop C 8.6 7.9 A A 9.3 8.8 A A 9.3 8.8 A A 9.3 8.8 A A 9.3 8.8 A A 19 Jefferson Street/ Missouri Street AM PM Side-Street Stop All-Way Stop B 2.7 (10.2) 2.8 (10.3) A (B) A (B) 4.5 (11.8) 4.5 (10.6) A (B) A (B) 4.5 (11.8) 4.5 (10.6) A (B) A (B) 9.1 8.4 A A 9.1 8.4 A A 20 Jackson Street/ Delaware Street AM PM Side-Street Stop All-Way Stop B 1.9 (12.4) 4.7 (12.6) A (B) A (B) 2.9 (12.2) 5.7 (13.2) A (B) A (B) 2.9 (12.2) 5.7 (13.2) A (B) A (B) 9.4 9.4 A A 9.4 9.4 A A 21 Webster Street/ Delaware Street AM PM Side-Street Stop All-Way Stop B 2.7 (12.3) 7.1 (11.6) A (B) A (B) 2.6 (12.3) 6.8 (12.0) A (B) A (B) 2.6 (12.3) 6.8 (12.0) A (B) A (B) 9.4 8.5 A A 9.4 8.5 A A 22 Jackson Street/ Broadway Street AM PM All-Way Stop All-Way Stop C 10.2 9.7 B A 9.1 11.4 A B 9.1 11.3 A B 9.1 11.4 A B 9.1 11.4 A B 23 Webster Street/ Broadway Street AM PM All-Way Stop All-Way Stop C 9.5 9.1 A A 11.3 9.3 B A 11.3 9.3 B A 11.3 9.3 B A 11.3 9.3 B A Notes: 1. AM = Weekday morning peak hour, PM = Weekday evening peak hour 2. Whole intersection average delay reported for signalized intersections and all-way stop-controlled intersections. Side-street stop-controlled delay presented as Whole Intersection Average Delay (Worst Movement Delay). Delay calculated per HCM 6TH Edition methodologies. 3. LOS designation per HCM 6th Edition. LOS color shading: LOS A-B, LOS C, LOS D, LOS E-F Bold indicates unacceptable operations per the City’s General Plan goals and policies related to the circulation system. Source: Fehr & Peers, 2021 Packet Page 97 of 480Attachment 3 Page 20 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
December 10, 2021

18 3. Far-Term (Year 2040) Analysis
This chapter describes traffic operations at the study intersections under Cumulative (Year 2040) Conditions and the effect of the proposed project improvements under Cumulative with Project Conditions for the Base Project and Optional Additional Project Elements. This analysis considers the effect of the project under the buildout of the City’s General Plan and other recently approved/pending projects and land use programs.

3.1 Year 2040 Volume Forecasts
Traffic volume forecasts for Year 2040 were developed using the City of Fairfield travel demand model. The travel demand model forecasts traffic volumes considering inputs such as compatible land uses, population characteristics, and roadway capacities. The model includes a base year (2020) and a horizon year (2040); the base year model reflects transportation demand conditions in the Existing Conditions scenario, and the horizon year model reflects transportation conditions under the buildout of the General Plan. The version of the horizon year model used by Fehr & Peers in the analysis includes data for recent land use projects and land use programs (such as the city’s SB 2 housing project, which would add more than 2,000 units in the Texas Street corridor beyond what was envisioned in the Heart of Fairfield Specific Plan), and thus reflects the latest programmed, approved, and pending development in the city. While the City’s General Plan is currently being updated, the overall forecasting process results in conservatively high forecast traffic volumes because the forecasting process considers the growth in traffic predicted by the model plus other forecasting steps, including a rounding higher of forecast volumes.

The City of Fairfield travel demand model estimates that traffic volumes in the downtown Fairfield area are projected to increase at a linear growth rate of about 0.5% per year. Given the uncertainties regarding the land uses that will be included in the General Plan update, a growth rate of 0.75% per year was applied to the Existing Conditions traffic volumes to arrive at Year 2040 forecast traffic volumes. Cumulative (Year 2040) without Project Conditions AM and PM traffic volumes, lane configurations, and intersection control devices are included in Appendix A as Figure A6.

3.2 Cumulative Conditions Analysis
Four Cumulative with Project Conditions sub-scenarios have been analyzed. Cumulative with Project Conditions sub-scenario traffic volumes, lane configurations, and intersection control devices are presented on Figures A7, A8, A9 and A10 (for Sub-Scenarios 1, 2, 3, and 4, respectively) in Appendix A. Table 7 presents the results of the Cumulative with Project Conditions traffic analysis.

Packet Page 98 of 480Attachment 3 Page 21 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft December 10, 2021 19 Table 7: Year 2040 Conditions Intersection Delays and Levels of Service Intersection Peak Hour1 Cumulative without Project/ Sub-Scenario 1 & 2 Intersection Control Sub-Scenario 3 & 4 Intersection Control City LOS Standard Cumulative without Project Conditions Cumulative with Project Conditions Sub-Scenario 1: Cumulative with Base Project Sub-Scenario 2: Cumulative with Base Project plus Expanded Texas Street Improvements Sub-Scenario 3: Cumulative with Base Project plus Optional Intersection Control Modifications Sub-Scenario 4: Cumulative with Maximum Project Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 1 Pennsylvania Avenue/ Texas Street AM PM Signalized Signalized D 24.6 49.8 C D 23.4 43.1 C D 22.7 41.3 C D 24.2 53.9 C D 20.9 45.9 C D 2 Great Jones Street/ Texas Street AM PM Side-Street Stop All-Way Stop D 1.7 (7.4) 2.7 (28.8) A (A) A (D) 1.4 (10.6) 2.9 (24.4) A (B) A (C) 1.7 (11.7) 3.1 (20.8) A (B) A (C) 9.2 15.4 A C 10.8 14.7 B B 3 Taylor Street/ Texas Street AM PM Side-Street Stop All-Way Stop D 1.4 (13.4) 1.9 (18.3) A (B) A (C) 1.5 (9.4) 2.4 (19.9) A (A) A (C) 2.3 (10.6) 2.7 (13.7) A (B) A (B) 7.9 8.5 A A 15.4 8.5 C A 4 Madison Street/ Texas Street AM PM Signal All-Way Stop D 1.6 4.3 A A Intersection removed under Cumulative with Project Conditions due to closure of Madison Street 5 Jackson Street/ Texas Street AM PM Signal All-Way Stop D 13.9 10.1 B B 14.6 13.8 B B 38.6 12.4 D B 10.3 14.1 B B 43.6 9.7 E A 6 Webster Street/ Texas Street AM PM Signal All-Way Stop D 13.2 10.9 B B 14.2 13.7 B B 40.8 13.0 D B 10.0 19.2 B C 39.4 11.4 E B 7 Jefferson Street/ Texas Street AM PM Signal All-Way Stop D 11.6 14.3 B B 17.4 12.5 B B 44.4 12.3 D B 20.4 22.6 C C 40.3 14.1 E B 8 Union Avenue/ Texas Street AM PM Signal All-Way Stop D 16.7 23.1 B C 16.5 18.6 B B 50.8 18.7 D B 16.1 23.9 C C 39.9 22.3 E C 9 Washington Street/ Texas Street AM PM Signal Signal D 22.5 16.6 C B 20.0 15.0 C B 28.7 15.2 C B 18.3 16.3 B B 26.1 16.1 C B 10 Jackson Street/ Kentucky Street AM PM Side-Street Stop All-Way Stop B 8.8 (9.3) 8.1 (8.3) A (A) A (A) 12.2 (12.9) 9.8 (9.9) B (B) A (A) 12.2 (12.9) 9.8 (9.9) B (B) A (A) 12.2 9.8 B A 12.2 9.8 B A 11 Webster Street/ Kentucky Street AM PM All-Way Stop All-Way Stop C 14.7 13.9 B B 21.7 17.8 C C 21.7 17.8 C C 21.7 17.8 C C 21.7 17.8 C B 12 Madison Street/ Empire Street AM PM Side-Street Stop All-Way Stop B 1.6 (10.0) 3.5 (10.8) A (B) A (B) 0.2 (8.9) 0.3 (9.5) A (A) A (A) 0.2 (8.9) 0.3 (9.5) A (A) A (A) 7.5 8.1 A A 7.5 8.1 A A 13 Jackson Street/ Empire Street AM PM All-Way Stop All-Way Stop B 8.6 7.8 A A 8.8 9.2 A A 8.8 9.2 A A 8.8 9.2 A A 8.8 9.2 A A 14 Webster Street/ Empire Street AM PM All-Way Stop All-Way Stop C 9.9 8.4 A A 9.4 10.0 A B 9.4 10.0 A B 9.4 10.0 A B 9.4 10.0 A B 15 Jefferson Street/ Empire Street AM PM All-Way Stop All-Way Stop B 10.0 8.1 B A 10.3 8.3 B A 10.3 8.3 B A 10.3 8.3 B A 10.3 8.3 B A 16 Madison Street/ Missouri Street AM PM All-Way Stop All-Way Stop B 7.3 7.5 A A 8.3 8.3 A A 8.3 8.3 A A 8.3 8.3 A A 8.3 8.3 A A 17 Jackson Street/ Missouri Street AM PM All-Way Stop All-Way Stop B 9.6 8.6 A A 10.4 10.2 B B 10.4 10.2 B B 10.4 10.2 B B 10.4 10.2 B B Packet Page 99 of 480Attachment 3 Page 22 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft December 10, 2021 20 Table 7: Year 2040 Conditions Intersection Delays and Levels of Service Intersection Peak Hour1 Cumulative without Project/ Sub-Scenario 1 & 2 Intersection Control Sub-Scenario 3 & 4 Intersection Control City LOS Standard Cumulative without Project Conditions Cumulative with Project Conditions Sub-Scenario 1: Cumulative with Base Project Sub-Scenario 2: Cumulative with Base Project plus Expanded Texas Street Improvements Sub-Scenario 3: Cumulative with Base Project plus Optional Intersection Control Modifications Sub-Scenario 4: Cumulative with Maximum Project Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 Delay2 LOS3 18 Webster Street/ Missouri Street AM PM All-Way Stop All-Way Stop C 9.0 8.2 A A 10.3 9.1 B A 10.3 9.1 B A 10.3 9.1 B A 10.3 9.1 B A 19 Jefferson Street/ Missouri Street AM PM Side-Street Stop All-Way Stop B 2.8 (10.6) 3.0 (10.6) A (B) A (B) 4.9 (12.8) 4.3 (11.0) A (B) A (B) 4.9 (12.8) 4.3 (11.0) A (B) A (B) 9.7 8.5 A A 9.7 8.5 A A 20 Jackson Street/ Delaware Street AM PM Side-Street Stop All-Way Stop B 2.0 (13.2) 5.0 (13.8) A (B) A (B) 3.0 (12.4) 6.7 (15.3) A (B) A (C) 3.0 (12.4) 6.7 (15.3) A (B) A (C) 9.5 10.4 A B 9.5 10.4 A B 21 Webster Street/ Delaware Street AM PM Side-Street Stop All-Way Stop B 2.9 (13.0) 7.5 (12.4) A (B) A (B) 2.6 (13.0) 7.7 (13.2) A (B) A (B) 2.6 (13.0) 7.7 (13.2) A (B) A (B) 10.4 9.0 B A 10.4 9.0 B A 22 Jackson Street/ Broadway Street AM PM All-Way Stop All-Way Stop C 11.3 10.6 B B 9.6 13.7 A B 9.6 13.7 A B 9.6 13.7 A B 9.6 13.7 A B 23 Webster Street/ Broadway Street AM PM All-Way Stop All-Way Stop C 10.3 9.5 B A 13.0 9.8 B A 13.0 9.8 B A 13.0 9.8 B A 13.0 9.8 B A Notes: 1. AM = Weekday morning peak hour, PM = Weekday evening peak hour 2. Whole intersection average delay reported for signalized intersections and all-way stop-controlled intersections. Side-street stop-controlled delay presented as Whole Intersection Average Delay (Worst Movement Delay). Delay calculated per HCM 6TH Edition methodologies. 3. LOS designation per HCM 6th Edition. LOS color shading: LOS A-B, LOS C, LOS D, LOS E-F Bold indicates unacceptable operations per the City’s General Plan goals and policies related to the circulation system. Bold and highlighted represents a substantial degradation of intersection operations. Source: Fehr & Peers, 2021Packet Page 100 of 480Attachment 3 Page 23 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
December 10, 2021

21 The results of the analysis indicate that most study intersections operate acceptably with respect to the City’s General Plan goals and policies related to the operations of the circulation system. The following intersections are anticipated to be substantially degraded by the proposed project unless modifications are made to the project:

Sub-Scenario 4: Cumulative with Maximum Project
The following intersections are expected to degrade from an acceptable LOS B in the AM peak hour under Cumulative without Project Conditions to an unacceptable LOS E under Cumulative with Project Conditions (under Sub-Scenario 4):
 Intersection 5: Jackson Street/Texas Street
 Intersection 6: Webster Street/Texas Street
 Intersection 7: Jefferson Street/Texas Street
 Intersection 8: Union Avenue/Texas Street
The above study intersections are affected by queue spillback along eastbound Texas Street from the signal at the Washington Street/Texas Street intersection. Therefore, if Sub-Scenario 4 is carried forward to implementation, it is recommended that the eastbound left turn pocket be retained to provide queue storage area for left turning vehicles. Given the uncertainty around Year 2040 traffic volume forecasts, the City could consider implementing Sub-Scenario 4 (and remove the eastbound left turn pocket) and periodically monitor operations at the intersection. If queues spill back into the core of the downtown Fairfield area and operations at upstream intersections degrade to unacceptable levels, the City could choose to re-install the turn pocket which would likely alleviate the queueing conditions.

It is noted that the AM peak hour queuing condition described above also occurs under Sub-Scenario 2 (Cumulative with Base Project plus Expanded Texas Street Improvements). However, the retention of the traffic signals on the Texas Street corridor under Sub-Scenario 2 allows for the breakup of the queue spillback such that operations at Intersections 5-8 remain acceptable. Thus, if Sub-Scenario 2 is implemented, the City should consider periodically monitoring operations at Washington Street/Texas Street and choose to re-install the eastbound left turn pocket if queuing results in a degradation in upstream intersection operations.

Packet Page 101 of 480Attachment 3 Page 24 of 37

City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
December 10, 2021

22 4. Conceptual Western Expansion
Analysis
This chapter describes traffic operations at the four additional study intersections (A-D) if the proposed project is expanded to include one-way conversions of Taylor Street and Great Jones Street in addition to expanding the one-way conversions of Empire Street and Missouri Street to the west. This analysis is performed for Existing with Project Conditions and Cumulative with Project Conditions, and is summarized in Table 8 below. The results in the table indicate that the intersections would continue to operate acceptably if the Conceptual Western Expansion is implemented; the one-way conversions of Taylor Street and Great Jones Street could also be expanded to the north and south given the lower relative levels of traffic volumes further along the Taylor Street and Great Jones Street corridors Table 8: Conceptual Western Expansion Intersection Delays and Levels of Service Intersection Project
Control
Peak
Hour1
City LOS
Standard Delay2 LOS3
Existing with Project Conditions
A Great Jones Street/Empire Street All-Way Stop AM
PM B 7.4

7.9 A
A
B Taylor Street/Empire Street All-Way Stop AM
PM B 7.4

8.4 A
A
C Great Jones Street/Missouri Street All-Way Stop AM
PM B 8.0

8.4 A
A
D Taylor Street/Missouri Street All-Way Stop AM
PM B 8.0

8.1 A
A
Cumulative (Year 2040) with Project Conditions
A Great Jones Street/Empire Street All-Way Stop AM
PM B 7.5

8.5 A
A
B Taylor Street/Empire Street All-Way Stop AM
PM B 7.6

9.0 A
A
C Great Jones Street/Missouri Street All-Way Stop AM
PM B 8.1

8.6 A
A
D Taylor Street/Missouri Street All-Way Stop AM
PM B 8.0

8.3 A
A
Notes:

1. AM = Weekday morning peak hour, PM = Weekday evening peak hour

Source: Fehr & Peers, 2021
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City of Fairfield Downtown Circulation and Parking Study Traffic Operations Analysis Report – Draft
December 10, 2021

23 5. Conclusions
The results of the traffic operations analysis indicate that all potential sub-scenarios involving the Base Project and Optional Additional Project Elements could plausibly be implemented without major modifications to the proposed project elements. In the near-term, the implementation of project elements would not result in new operational deficiencies relative to the General Plan. In the far-term, considering buildout of the General Plan and the implementation of several pipeline projects, the existing eastbound left turn pocket at Washington Avenue/Texas Street may need to be re-installed if traffic volumes grow as predicted. However, if traffic volumes do not grow as fast as estimated, then operations along the Texas Street corridor would likely remain acceptable in the future. Additionally, the proposed improvements under the Conceptual Western Expansion could be built without resulting in the development of new operational deficiencies.

The traffic operations analysis considers the lane geometry for vehicles at the study intersections.

Treatments for pedestrians and bicyclists, and other factors such as signal head placement and street lighting, should also be considered in the revision of intersection geometrics. Similarly, the conversion of roadways to one-way operations could invite higher travel speeds; therefore, the redesign of roadways proposed for one-way conversions should incorporate elements to reduce automobile speeds, improve safety outcomes for all users, and consider the existing and future downtown Fairfield land use and transportation context.

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Appendix A
Volume Figures
Packet Page 104 of 480Attachment 3 Page 27 of 37

Existing Conditions
Weekday Peak Hour Traffic Volumes, Lane Configurations and Intersection Control Devices
FIGURE A1149 (179)240 (330)74 (100)84 (143)
243 (592)
152 (198)204 (166)306 (363)49 (77)21 (33)
281 (316)
57 (70)

1. Pennsylvania Ave/Texas St
2 (8)2 (7)1 (10)22 (52)
341 (697)
3 (20)17 (21)3 (8)2 (8)2 (1)
340 (390)
9 (0)

2. Great Jones St/Texas St
4 (4)4 (3)4 (6)11 (47)
330 (622)
3 (46)6 (21)6 (8)1 (3)1 (0)
341 (366)
8 (1)

3. Taylor St/Texas St
6 (19)2 (12)5 (18)15 (124)
305 (447)
15 (60)7 (22)2 (12)4 (10)2 (10)
337 (326)
14 (8)

4. Madison St/Texas St
5 (24)158 (64)53 (58)7 (17)
295 (432)
12 (26)4 (7)28 (32)4 (11)3 (6)
344 (313)
75 (62)

5. Jackson St/Texas St
5 (13)50 (75)26 (31)14 (12)
335 (454)
3 (35)12 (20)170 (73)10 (22)6 (12)
405 (348)
48 (48)

6. Webster St/Texas St
5 (19)42 (74)31 (73)28 (21)
314 (478)
29 (8)25 (19)84 (22)20 (2)25 (11)
429 (370)
53 (28)

7. Jefferson St/Texas St
24 (18)165 (258)344 (544)
21 (9)
483 (391)
66 (100)

8. Union Ave/Texas St
Texas St Pennsylvania AveTexas St Taylor StTexas St Madison StTexas St Jackson StTexas St Webster StTexas St Jefferson StTexas St 1 (18)1 (23)1 (30)177 (35)
277 (763)
55 (4)143 (45)12 (0)54 (176)111 (77)
405 (428)
23 (5)

9. Washington St/Texas St
Texas St Washington St5 (13)2 (0)81 (44)14 (4)
126 (119)
2 (5)
12 (1)
190 (126)
15 (23)

10. Jackson St/Kentucky St
Kentucky St
Jackson St5 (11)29 (31)28 (28)22 (58)
172 (208)
13 (18)28 (44)75 (52)79 (24)25 (66)
184 (130)
54 (29)

11. Webster St/Kentucky St
2 (3)9 (9)8 (100)4 (5)
94 (103)
4 (11)3 (5)4 (5)0 (3)5 (2)
61 (132)
5 (13)

12. Madison St/Empire St
5 (11)86 (54)77 (22)2 (3)
93 (55)
7 (9)1 (3)13 (25)3 (0)0 (0)
65 (39)
16 (16)

13. Jackson St/Empire St
4 (4)44 (83)22 (12)10 (9)
148 (57)
15 (11)6 (2)120 (91)14 (6)10 (18)
71 (49)
57 (13)

14. Webster St/Empire St
5 (12)30 (59)60 (35)7 (5)
160 (68)
17 (2)5 (3)53 (23)8 (4)5 (6)
128 (65)
59 (18)

15. Jefferson St/Empire St
Kentucky St Webster StEmpire St Jackson StEmpire St Webster StEmpire St Jefferson St4 (4)5 (7)2 (4)2 (2) 50 (69)
5 (8)2 (9)8 (10)5 (13)6 (9)
26 (39)
2 (4)

16. Madison St/Missouri St
10 (11)223 (111)17 (17)8 (22)
42 (48)
7 (16)9 (18)85 (79)7 (11)3 (8)
15 (23)
10 (15)

17. Jackson St/Missouri St
2 (5)78 (72)9 (6)8 (8)
48 (47)
10 (21)11 (19)184 (97)16 (2)0 (7)
15 (22)
1 (8)

18. Webster St/Missouri St
3 (19)40 (115)38 (51)
35 (4)13 (18)153 (40)19. Jefferson St/Missouri St
0 (9)246 (133)4 (5)2 (3)
29 (25)
2 (3)2 (6)93 (102)7 (2)2 (3)
17 (71)
8 (44)

20. Jackson St/Delaware St
Missouri St Madison StMissouri St Webster StMissouri St Jefferson StDelaware St Jackson StEmpire St Madison StMissouri St Jackson StTexas St Great Jones St3 (10)82 (42)40 (14)4 (5) 32 (15)
4 (12)4 (3)171 (64)20 (6)3 (24)
20 (105)
10 (42)

21. Webster St/Delaware St
6 (9)246 (126)89 (27)2 (6)
54 (62)
9 (8)5 (5)90 (158)8 (28)2 (9)
12 (52)
15 (92)

22. Jackson St/Broadway St
4 (7)102 (51)60 (20)19 (10)
112 (60)
20 (47)8 (10)172 (106)5 (2)4 (5)
17 (136)
43 (76)

23. Webster St/Broadway St
Delaware St Webster StBroadway St Jackson StBroadway St Webster StSTOPSTOP STOPSTOP STOPSTOP

STOP STOPSTOP

STOPSTOPSTOPSTOP STOPSTOP

STOPSTOPSTOPSTOP

STOPSTOPSTOP
STOP

STOPSTOPSTOPSTOP

STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP

STOPSTOPSTOP
STOP
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Existing plus Project Conditions - Subalternative 1 Base Project Weekday Peak Hour Traffic Volumes, Lane Configurations and Intersection Control Devices
FIGURE A2149 (179)240 (330)74 (100)84 (143)
193 (502)
152 (198)204 (166)306 (363)49 (77)21 (31)
181 (200)
57 (65)

1. Pennsylvania Ave/Texas St
2 (8)2 (7)1 (10)22 (52)
291 (607)
3 (20)17 (21)3 (8)2 (8)5 (1)
240 (267)
10 (0)

2. Great Jones St/Texas St
4 (4)4 (3)4 (6)11 (88)
280 (471)
3 (66)6 (21)6 (8)1 (3)3 (0)
245 (243)
8 (1)

3. Taylor St/Texas St 4. Madison St/Texas St
273 (414)
12 (66)16 (27)160 (87)18 (28)240 (217)
123 (110)

5. Jackson St/Texas St
10 (31)169 (123)66 (75)21 (129)
270 (313)
6 (12)
353 (296)

6. Webster St/Texas St
5 (19)82 (108)71 (103)30 (22)
276 (358)
30 (8)25 (19)127 (40)23 (8)25 (11)
329 (270)
53 (28)

7. Jefferson St/Texas St
24 (18)165 (258)315 (459)
55 (10)
383 (291)
66 (100)

8. Union Ave/Texas St
Texas St Pennsylvania AveTexas St Taylor StTexas St Jackson StTexas St Webster StTexas St Jefferson StTexas St 1 (18)1 (23)1 (30)180 (38)
240 (674)
60 (5)143 (45)12 (0)54 (176)111 (77)
305 (328)
23 (5)

9. Washington St/Texas St
Texas St Washington St18 (4)
274 (169)
5 (77)0 (0)12 (2)
193 (130)
125 (91)

10. Jackson St/Kentucky St
Kentucky St
Jackson St8 (20)90 (60)86 (55)22 (50)
252 (240)84 (83)98 (37)25 (66)
238 (159)

11. Webster St/Kentucky St
4 (5)3 (5)5 (2)
89 (145)

12. Madison St/Empire St
19 (73)111 (95)75 (119)
83 (47)

13. Jackson St/Empire St
20 (86)176 (178)13 (18)
138 (80)

14. Webster St/Empire St
5 (12)45 (80)87 (49)5 (3)116 (49)8 (4)5 (6)
141 (83)
59 (18)

15. Jefferson St/Empire St
Kentucky St Webster StEmpire St Jackson StEmpire St Webster StEmpire St Jefferson St4 (4)177 (174) 15 (19)

16. Madison St/Missouri St
162 (147)
17 (31)267 (210)10 (30)17. Jackson St/Missouri St
194 (146)22 (13)41 (51)
131 (126)

18. Webster St/Missouri St
40 (115)118 (115)
35 (24)210 (76)19. Jefferson St/Missouri St
31 (28)
2 (5)12 (11)250 (225)22 (5)19 (81)
18 (75)

20. Jackson St/Delaware St
Missouri St Missouri St Webster StMissouri St Jefferson StDelaware St Jackson StEmpire St Madison StMissouri St Jackson StTexas St Great Jones St7 (20)205 (112)100 (35)6 (8) 47 (25)
5 (27)
30 (136)

21. Webster St/Delaware St
6 (9)0 (0)89 (27)56 (68)
9 (8)14 (15)230 (300)16 (33)12 (52)
15 (92)

22. Jackson St/Broadway St
7 (7)287 (146)60 (20)21 (16)
120 (67)
4 (5)
20 (137)

23. Webster St/Broadway St
Delaware St Webster StBroadway St
Jackson StBroadway St Webster StSTOPSTOP STOPSTOP
STOP

STOPSTOPSTOPSTOP

STOPSTOPSTOPSTOPSTOPSTOPSTOP
STOP

STOP STOPSTOP

STOPSTOPSTOPSTOP

STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP

STOPSTOPSTOP
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Existing plus Project Conditions - Subalternative 2 Base Project plus Expanded Texas Street Improvements Weekday Peak Hour Traffic Volumes, Lane Configurations and Intersection Control Devices
FIGURE A3149 (179)240 (330)74 (100)84 (143)
193 (502)
152 (198)204 (166)306 (363)49 (77)21 (31)
181 (200)
57 (65)

1. Pennsylvania Ave/Texas St
2 (8)2 (7)1 (10)22 (52)
291 (607)
3 (20)17 (21)3 (8)2 (8)5 (1)
240 (267)
10 (0)

2. Great Jones St/Texas St
4 (4)4 (3)4 (6)11 (88)
280 (471)
3 (66)6 (21)6 (8)1 (3)3 (0)
245 (243)
8 (1)

3. Taylor St/Texas St 4. Madison St/Texas St
273 (414)
12 (66)16 (27)160 (87)18 (28)240 (217)
123 (110)

5. Jackson St/Texas St
10 (31)169 (123)66 (75)21 (129)
270 (313)
6 (12)
353 (296)

6. Webster St/Texas St
5 (19)82 (108)71 (103)30 (22)
276 (358)
30 (8)25 (19)127 (40)23 (8)25 (11)
329 (270)
53 (28)

7. Jefferson St/Texas St
24 (18)165 (258)315 (459)
55 (10)
383 (291)
66 (100)

9. Washington St/Texas St
Texas St Washington St18 (4)
274 (169)
5 (77)
12 (2)
193 (130)
125 (91)

10. Jackson St/Kentucky St
Kentucky St
Jackson St8 (20)90 (60)86 (55)22 (50)
252 (240)84 (83)98 (37)25 (66)
238 (159)

11. Webster St/Kentucky St
4 (5)3 (5)5 (2)
89 (145)

12. Madison St/Empire St
19 (73)111 (95)75 (119)
83 (47)

13. Jackson St/Empire St
20 (86)176 (178)13 (18)
138 (80)

14. Webster St/Empire St
5 (12)45 (80)87 (49)5 (3)116 (49)8 (4)5 (6)
141 (83)
59 (18)

15. Jefferson St/Empire St
Kentucky St Webster StEmpire St Jackson StEmpire St Webster StEmpire St Jefferson St4 (4)177 (174) 15 (19)

16. Madison St/Missouri St
162 (147)
17 (31)267 (210)10 (30)17. Jackson St/Missouri St
194 (146)22 (13)41 (51)
131 (126)

18. Webster St/Missouri St
40 (115)118 (115)
35 (24)210 (76)19. Jefferson St/Missouri St
31 (28)
2 (5)12 (11)250 (225)22 (5)19 (81)
18 (75)

21. Webster St/Delaware St
6 (9)0 (0)89 (27)56 (68)
9 (8)14 (15)230 (300)16 (33)12 (52)
15 (92)

22. Jackson St/Broadway St
7 (7)287 (146)60 (20)21 (16)
120 (67)
4 (5)
20 (137)

23. Webster St/Broadway St
Delaware St Webster StBroadway St
Jackson StBroadway St Webster StSTOPSTOP STOPSTOP

STOPSTOPSTOPSTOP

STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP
STOP

STOP STOPSTOP

STOPSTOPSTOPSTOP

STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP

STOPSTOPSTOP
STOPSTOPaccf
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Existing plus Project Conditions - Subalternative 3 Base Project plus Optional Intersection Control Modifications Weekday Peak Hour Traffic Volumes, Lane Configurations and Intersection Control Devices
FIGURE A4149 (179)240 (330)74 (100)84 (143)
193 (502)
152 (198)204 (166)306 (363)49 (77)21 (31)
181 (200)
57 (65)