Agenda packet — Livermore City Council, January 22, 2024 (part 1 of 4)

CITY COUNCIL
AGENDA
MONDAY, JANUARY 22, 2024
REGULAR MEETING –
7:00 PM

MEETING PARTICIPATION INFORMATION CAN BE FOUND AT THE END OF THE AGENDA
IN PERSON INFORMATION:

CIVIC CENTER MEETING HALL

CITY COUNCIL CHAMBERS
1016 S. LIVERMORE AVENUE

ZOOM IS CURRENTLY SUSPENDED UNTIL FURTHER NOTICE
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
TV29:

Comcast TV Channel 29
tv29live.org
John P Marchand, Mayor
Robert W Carling, Vice Mayor
Ben
Barrientos, Council Member
Evan Branning, Council Member
Brittni Kiick, Council Member
Livermore City Council Agenda
January 22, 2024

1 1.

CLOSED SESSION - NONE.

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Library Board of Trustees annual update presented by Chair Richard Hunt.

Recommendation:

Staff recommends the City Council accept the Library Board of Trustees annual update.

Staff Report

3.2 Citywide Strategic Plan Annual Update presented by Stephanie Egidio, Assistant to the City Manager.

Recommendation:

Staff recommends the City Council receive an update on the 2023-28 Citywide Strategic Plan.

Staff Report

Attachments:

1. Strategic Plan Annual Update 2023

4. OPEN FORUM

In conformance with the Brown Act, no City Council action can occur on items presented during Open Forum.

To provide public comment in person, please submit a speaker card. When your name is called, walk to the lectern to address City Council.

Comments are limited to a maximum of 3 minutes per person, per item. The Mayor may reduce the amount of time based on the number of persons wishing to speak.

Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

Open Forum will conclude after 30 minutes; however, if there are additional speakers, Open Forum will reconvene before the meeting adjourns.

5. CONSENT CALENDAR

Consent Calendar items are considered routine and are acted upon by the City Council with a

ROLL CALL

Council Member Ben Barrientos
Council Member Evan Branning
Council Member Brittni Kiick
Vice Mayor Robert W. Carling
Mayor John Marchand

PLEDGE OF ALLEGIANCE

Livermore City Council Agenda
January 22, 2024

2 single action. Members of the audience wishing to provide public input must submit a speaker card found at the entrance of the Council Chambers. A speaker is limited to a single comment with a maximum of three minutes for the entire Consent Calendar. If Consent Calendar items are pulled for discussion by the City Council, a speaker will be allowed one comment on the items pulled for discussion and a separate comment for the remaining Consent Calendar. The one comment limit applies regardless of format or time submitted (this includes email and e- comment submissions prior to the meeting as well as live comments during the meeting).

5.1 Approval of draft minutes - January 8, 2024 Regular Meeting.

Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report

Attachments:

1. Draft 2024-01-08

5.2 Resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the 2023 Storm Damage Repair (Arroyo Mocho Sites) Debris Removal Project No. S202300A, and Permanent Repair Project No.

S202300P.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and authorizing the City Manager to sign the Notice of Completion for the 2023 Storm Damage Repair (Arroyo Mocho Sites) Debris Removal Project No. S202300A, and Permanent Repair Project No. S202300P.

Staff Report

Attachments:

1. Location Map

2. Resolution

3. Exhibit A - Notice of Completion

5.3 Resolution authorizing execution of an agreement with Schaaf and Wheeler Consulting Civil Engineers, in an amount not-to-exceed $681,701 with a term ending December 30, 2025, to provide design and construction support services for large trash capture devices in connection with Storm Drain Trash Capture Project 2024-25.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an engineering services agreement with Schaaf and Wheeler Consulting Civil Engineers, in an amount not-to-exceed $681,701 with a term ending December 30, 2025, to provide design and construction support services for the Storm Drain Trash Capture Project 2024-25.

Staff Report

Attachments:

1. Location Map

Livermore City Council Agenda
January 22, 2024

3 2. Resolution

3. Exhibit A - Agreement

5.4 Resolution authorizing a supplemental appropriation in the amount of $50,000 in FY 2023-24 and awarding an agreement with GradeTech, Inc. in an amount not-to-exceed $394,216, for a duration not-to-exceed 60 working days, for the construction of the Montage Trail Connection to Collier Canyon Road Project 2019-44.

Recommendation:

Staff recommends the City Council adopt a resolution for the Montage Trail Connection to Collier Canyon Road Project 2019-44:
1 .

Authorizing a supplemental appropriation of Fund 651 (Gas Tax – SB1) in the amount of $50,000 in FY 2023-24;
2 .

Awarding a construction contract to GradeTech, Inc. in an amount not-to-exceed $394,216, and authorizing the City Manager to sign the agreement attached as Exhibit A to the resolution;
3 .

Rejecting all other bids or proposals; and
4 .

Authorizing the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution including approving minor changes to the proposed agreement.

Staff Report

Attachments:

1. Location Map

2. Resolution

3. Exhibit A - Agreement

5.5 Resolution authorizing execution of an Affordable Housing Loan Agreement, Affordable Housing Regulatory Agreement, and Declaration of Restrictive Covenants and related documents with Tri-Valley REACH, Inc. for rehabilitation of an affordable shared home located at 772 Camden Common.

Recommendation:

Staff recommends the City Council adopt a resolution:
1 .

Authorizing a loan to Tri-Valley REACH, Inc. in the amount of $116,796 from State Permanent Local Housing Allocation (PLHA) to assist with the rehabilitation of 772 Camden Common; and
2 .

Authorizing the City Manager, or her designee, to execute the Affordable Housing Loan Agreement, attached as Exhibit A to the Resolution and the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants, attached as Exhibit B to the Resolution, between the City of Livermore and Tri-Valley REACH, Inc. for 772 Camden Common and all other related documents authorized and described in those agreements.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Affordable Loan Agreement

Livermore City Council Agenda
January 22, 2024

4 3. Exhibit B - Affordable Housing Regulatory Agreement

5.6 Resolution authorizing the execution of a first amendment to the agreement with Gary D.

Nelson Associates, Inc., dba Nelson Connects for temporary accounting services increasing the total compensation by $110,000 for a total not-to-exceed amount of $200,000, extending the term of the agreement through July 2024.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the execution of a first amendment to the agreement with Gary D. Nelson Associates, Inc., dba Nelson Connects for temporary accounting services increasing the total compensation by $110,000 for a total not- to-exceed amount of $200,000, extending the term of the agreement through July 2024.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - First Amendment

5.7 Resolution accepting the Annual Comprehensive Financial Report (ACFR) and Other Audit Reports for the Fiscal Year ended June 30, 2023.

Recommendation:

Staff recommends the City Council adopt a resolution accepting the following reports for Fiscal Year 2022-23 as completed:

Annual Comprehensive Financial Report, and ratify and approve the audited financial statements presented therein in accordance with Government Code §37208; Alameda County Transportation Commission Measure B Program Financial Statements;
Alameda County Transportation Commission Measure BB Program Financial Statements;
Alameda County Transportation Commission Vehicle Registration Fee (VRF) Measure F Program Financial Statements;
Agreed Upon Procedures for Compliance with the Proposition 111 2022-23 Appropriations Limit Increment;
Memorandum of Internal Control; and
Required Communications.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Annual Comprehensive Financial Report

3. Exhibit B - ACTC Measure B Funds Financial Statements

4. Exhibit C - ACTC Measure BB Funds Financial Statements

5. Exhibit D - ACTC Vehicle Registration Fee Program (VRF) Financial Statements

6. Exhibit E - Independent Accountant's Report on Applying Agreed Upon Procedures Related to the Article XIII-B Appropriations Limit Calculation

7. Exhibit F - Independent Auditor's Report on Internal Control Over Financial Reporting and

Livermore City Council Agenda
January 22, 2024

5 on Compliance and Other Matters

8. Exhibit G - Required Communications

5.8 Update on Host Community Impact Fee Reserve Policy.

Recommendation:

Staff recommends City Council receive the update.

Staff Report

Attachments:

1. Host Community Impact Fee Report

2. Fund Balance Projection

5.9 Resolution amending the City of Livermore Compensation Policy to reflect best practices.

Recommendation:

Staff recommends the City Council adopt a resolution amending the City of Livermore Compensation Policy to reflect best practices.

Staff Report

Attachments:

1. Redlined Compensation Policy

2. Resolution

3. Exhibit A - Compensation Policy

5.10 Resolution of continued local emergency in response to impacts from a series of severe storm events earlier this year.

Recommendation:

Staff recommends the City Council adopt a resolution of continued local emergency in response to impacts from a series of severe storm events earlier this year.

Staff Report

Attachments:

1. Resolution

6. PUBLIC HEARINGS

6.1 Public hearing, landowner election, declaration of results, and actions related to formation of Community Facilities District No. 2023-2 (Arroyo Vista Maintenance and Services) located on the east and west side of the Arroyo Seco Channel along Las Positas Road pursuant to the Mello-Roos Community Facilities Act of 1982.

Recommendation:

Staff recommends the City Council take the following actions in connection with the proposed formation of Community Facilities District No. 2023-2:

Livermore City Council Agenda
January 22, 2024

6 1
.

Conduct the public hearing and consider written and oral protests; 2 .

Adopt the resolution of formation of a Community Facilities District; 3 .

Adopt a resolution calling a special landowner election for a community facilities district, and direct the City Clerk to complete the landowner elections; 4 .

Adopt a resolution declaring the results of the special landowner election and, if the election is successful, direct recording of Notice of Special Tax Lien; and 5 .

Introduce an ordinance
levying special taxes within the CFD.

Staff Report

Attachments:

1. Resolution of Formation

2. Exhibit A - Description of Services

3. Exhibit B - Rate and Method of Apportionment

4. Resolution Calling for Election

5. Exhibit A - Full Text of Ballot Measures

6. Exhibit B - Abbreviated Ballot Measures

7. Exhibit C - Official Ballot

8. Resolution Declaring Results

9. Exhibit A - Canvass and Statement of Result of Election

10. Ordinance

7. MATTERS FOR CONSIDERATION - NONE.

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, AND COUNCIL MEMBERS

9. ADJOURNMENT

To a Regular City Council meeting on Monday, February 12, 2024 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials received prior to the meeting.

Staff Report

Attachments:

1. Supplemental Materials

10.2 Supplemental materials received at the meeting.

Staff Report

Attachments:

1. Items Received at the Meeting

11. HOW TO PARTICIPATE IN YOUR CITY COUNCIL MEETING

You can participate in the meeting in a number of ways:

Livermore City Council Agenda
January 22, 2024

7 Open Forum
is an opportunity for the public to speak regarding items not listed on the agenda. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of that item. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda. However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

Public Hearings
- The topic of the hearing is typically summarized by staff, followed by a presentation by the applicant, and questions from the City Council. The Mayor will then open the hearing to the public and offer an opportunity for public comments. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of the presentation of the item.

Other Agenda Items
are also open for public input including Consent Calendar or Matters for Consideration items. These comments are also subject to the 3-minute limit.

Special Meetings, Workshops
- The public will have the opportunity to address the City Council regarding the item that is the subject of the special meeting or workshop. Public comments are limited to a maximum of 3 minutes per person.

Platforms to Participate in Meetings:

Submission of Comments Prior to the Meeting:

Email Comments
may be submitted by the public to the City Clerk’s Office (
[email protected]
). Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the meeting. These items will NOT be read into the record.

eComments
may be submitted by the public using the eComment link
here
. Comments may
be up to 1000 characters in length and will be accepted up until 4:00 pm the day of the meeting. These items will NOT be read into the record and are viewable by the City Council and the public upon submittal.

Submission of Comments During the Meeting:

Speakers are limited to a maximum of 3 minutes per person. To submit a comment you must complete a speaker card for each item. Speaker cards are available in the Civic Center Meeting Hall lobby. Indicate on the card the item number you wish to comment on and submit the card directly to the City Clerk prior to the start of the item. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda.

However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

The City will be using YouTube and TV29 as two tools to provide the public access to view City Council meetings. No public comment will be accepted via YouTube.

Livermore City Council Agenda
January 22, 2024

8 TV29:
tv29live.org
Comcast Cable 29
YouTube:
http://youtube.com/c/CityofLivermoreCalifornia

If you would like to deliver written materials to the City Council as part of your public comment, please provide 10 copies to the City Clerk with your speaker card.

The
City Council Agenda and Agenda Reports
are prepared by City staff and are available
for public review on Tuesday evening, six days prior to the City Council meeting in the Civic Center Library, 1188 South Livermore Avenue, Livermore, and at the City Clerk’s Office, 1052 South Livermore Avenue, Livermore. The Agenda is also available on the City’s website, http://LivermoreCA.gov/agenda
.

Under Government Code §54957.5, any
supplemental material
distributed to the members
of the City Council after the posting of this agenda will be available for public review in the City Clerk’s Office, 1052 South Livermore Avenue, Livermore, and included in the agenda packet available on the City’s web site at
http://LivermoreCA.gov/agenda
.

PURSUANT TO TITLE II OF THE AMERICANS WITH DISABILITIES ACT (CODIFIED AT 42 UNITED STATES CODE SECTION 12101 AND 28 CODE OF FEDERAL REGULATIONS PART 35), AND SECTION 504 OF THE REHABILITATION ACT OF 1973, THE CITY OF

LIVERMORE DOES NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, RELIGION,

NATIONAL ORIGIN, ANCESTRY, SEX, DISABILITY, AGE OR SEXUAL ORIENTATION IN THE PROVISION OF ANY SERVICES, PROGRAMS, OR ACTIVITIES. TO ARRANGE AN

ACCOMMODATION IN ORDER TO PARTICIPATE IN THIS PUBLIC MEETING, PLEASE

CONTACT THE ADA COORDINATOR AT
[email protected]
OR
CALL (925) 960-4170 (VOICE) OR (925) 960- 4104 (TDD) AT LEAST THREE (3) BUSINESS DAYS IN ADVANCE OF THE MEETING.

Livermore City Council Agenda
January 22, 2024

9 CITY COUNCIL STAFF REPORT
ITEM NO. 3.1

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Anwan Baker, Library Director
SUBJECT:

Library Board of Trustees annual update presented by Chair Richard Hunt.

RECOMMENDED ACTION

Staff recommends the City Council accept the Library Board of Trustees annual update.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Allen McFarland
Management Analyst II

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Marianna Marysheva, City Manager
SUBJECT:

Citywide Strategic Plan Annual Update presented by Stephanie Egidio, Assistant to the City Manager.

RECOMMENDED ACTION

Staff recommends the City Council receive an update on the 2023-28 Citywide Strategic Plan.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Strategic Plan Annual Update 2023

Prepared by: Stephanie Egidio
Assistant to the City Manager

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
11 Strategic Plan
Annual Update
This report includes a high-level
overview of the work completed
by City staff implementing the
citywide Strategic Plan.
2023
ATTACHMENT 1
12 Livermore’s strategic plan is a five-year road map to guide the organization’s budget and work plan. The strategic plan reflects the community’s values and is informed by the City’s vision, mission, values, and community input from a variety of sources including the National Community Survey. Additionally, the strategic plan is shaped by many of the organization’s guiding documents, such as the General Plan, Climate Action Plan, and Financial Plan. The five-year strategic plan creates a framework for allocating limited resources in accordance with the organization’s goals, focusing City investment on areas deemed most important.

City of Livermore Strategic Plan Annual Update
Strategic Plan Overview
Community Pillars - building
blocks that reflect the
community’s values, and the
City’s vision, mission, and
organizational values.

Goals - generally broad,
achievable outcomes.

Objectives - shorter-term,
measurable actions to achieve
each goal.

The strategic plan is organized around five
broad Community Pillars and each pillar
identifies Goals and Objectives which will be
implemented to uphold each pillar. Goals and
objectives are time-defined and have assigned
departments responsible for implementation.
2 ATTACHMENT 1
13 City of Livermore Strategic Plan Annual Update
Annual Update - 2023
This is the first annual update of the City of Livermore’s five-year Strategic Plan for years 2023 through 2028. This report includes a high-level overview of the work completed by City staff implementing the plan.

Report Organization - This report is organized by Community Pillar with updates grouped under Goal categories (e.g., Emergency Preparedness, Innovation, Major Development). 3 ATTACHMENT 1
14 Year 2023 at a Glance
City of Livermore Strategic Plan Annual Update
Led over 60
Community
Emergency Response
Team events
Hosted or supported
over 35 community
events
Produced four
Business Spotlight
videos
Converted 27,800
square feet of turf to
low water use
landscape on City
property
Saved over 23 million
gallons of drinking
water
Hosted over 200
people at a Climate
and Environment
Expo
Engaged, presented
to, and met with over
1,100 people about
the General Plan
Update
Repaired
approximately 500
City-owned and
maintained sidewalk
locations
4 The City organization includes 490 employees across nine departments. Here is a snapshot of the achievements from the past year that enhance the quality of life for all community members.

ATTACHMENT 1
15 City of Livermore Strategic Plan Annual Update
Approved three
residential projects
that include over
2,200 units in the
Isabel Neighborhood
1,600 people
attended 21
Storytime in the
Park events
Communicated wtih
over 135,000
followers and
subscribers to City
social media accounts
and e-newsletter
Issued 367 Mayor’s
Certificates,
Recognitions, and
Proclamations
Completed 166 ADA
compliant curb ramp
improvements
Published 28 videos
to the City‘s YouTube
channel (excluding
council meetings)
Served over 4,000
customers at the
permit counter
Received $2,589,000
in state and federal
grants in fiscal year
2022-23
5 Year 2023 at a Glance
ATTACHMENT 1
16 Emergency Preparedness
Continued collaboration on disaster training exercises and community outreach, participating in six City-hosted events.

Emergency Preparedness guides printed in English and Spanish now available at all City facilities and through school and park districts.

Regular public messaging via social media and newsletters.

Advanced toward accrediting the City’s Emergency Management Program, strengthening the City’s preparedness and response system.

Continued to update the Emergency Operations Center (EOC) to support emergency operations in the event of a disaster.

Hosted Community Emergency Response Team (CERT) academies and integrated CERT into the City’s EOC plans.

CERT volunteers participated in over 60 events and meetings.

A Safe Community That
Thrives
Support facilities, design programs and ensure compliance with regulations that create a healthy, resilient, and engaged community that is prepared, safe, and housed.

City of Livermore Strategic Plan Annual Update
6 ATTACHMENT 1
17 Public Safety
Hired a new Crisis Intervention Specialist within the Livermore Police Department who will partner with an officer and function as a Mobile Evaluation Team to provide emergency crisis assessments, intervention services, and community outreach.

Hosted or supported 34 community events, including: National Night Out, Stuff the Cruiser, Shop With a Cop, Badges for Books, Unity Walk With a Cop, Trunk or Treat, Catalytic Converter Anti-Theft Etching events, and more.

Hosted the first Livermore Police Youth Academy in 13 years.

Attended by 27 students ages 13 to 17.

Completed 21 hours of training over two weeks.

Diverse class comprised of students from: 5 middle schools, 3 public high schools, 1 distance learning high school, 1 private high school, 2 home school groups.

Horizons Family Counseling served 702 youth and expanded to four K-5th grade schools in Livermore.

Studying ways to improve Alameda County Emergency Response to minimize delays in ambulance response time.

Established a collaboration with Las Positas College for fire academy participants to receive college credits.

Launched a Community Risk Assessment with regards to fire department operations.

A Safe Community That Thrives
City of Livermore Strategic Plan Annual Update
7 ATTACHMENT 1 18
Development, Permitting, and Housing and Human Services California Department of Housing and Community Development Certified the City’s 2023-2031 Housing Element, earlier than most other California cities.

Completing construction of Vineyard 2.0, a 23-unit permanent supportive housing project that includes Open Heart Kitchen’s commercial kitchen, and a community resource center. Obtained $862,000 from the state for additional homeless services and operations.

Worked with Satellite Affordable Housing Associates to submit funding applications and secure a Department of Housing and Urban Development loan of $7 million for half of the units in phase one of the Pacific Avenue Senior Apartments.

Funded 15 projects from nine agencies totaling $1,060,757 under the City’s Housing and Human Services grants process.

Supported six eviction moratorium workshops where 42 Livermore residents facing evictions received legal support. Answered 600+ inquiries regarding affordable housing, rent increases, and tenant/landlord disputes.

Executed agreements for 40 new affordable for-sale housing units for median and moderate income, first-time homebuyers in Livermore.

Executed the agreement with the Livermore Housing Authority to provide rental subsidies and support services funding through the state Family Homelessness Challenge Grant for up to 12 unhoused families with children enrolled in the Livermore Valley Joint Unified School District.

Housed the first family of five that included four LVJUSD students in Leahy Square.

A Safe Community That Thrives
City of Livermore Strategic Plan Annual Update
8 ATTACHMENT 1 19
Development, Permitting, and Housing and Human Services Achieved the following outcomes through a services contract with CityServe of the Tri-Valley:
25 clients were able to obtain vital documents.
4 clients connected to veteran services.
66 clients were connected to shelter options and resources. 15 clients utilized other shelter services available after being provided a hotel stay.
36 clients were referred to permanent housing options.
24 clients became permanently housed.
12 clients obtained a housing voucher.
32 clients were connected to physical or mental health services. 6 clients were connected to addiction treatment.
40 clients were referred to employment navigation.
18 clients obtained employment.

Completed environmental review required by the Department of Housing and Urban Development to move forward with federal funding for the Tri-Valley Haven emergency shelter rebuild and provided $483,806 in Community Development Block Grant Program capital funds.

A Safe Community That Thrives
City of Livermore Strategic Plan Annual Update
9 Development, Permitting, and Housing and Human Services Accepted the first new residents into Legacy Livermore, which offers 222 apartments and 14,000 square feet of new commercial space in the heart of downtown, expanding the flex zone streetscape west to M Street.

Reviewing final tract maps for the Arroyo Vista West and East Tracts, which will provide 86 single-family detached units, 241 townhome units, and 108 apartment units in the area of Las Positas Road and Arroyo Vista.

ATTACHMENT 1
20 Transportation and Traffic Safety
Protected the City's roadway network by resurfacing six miles of roadways.

Improved pedestrian and bicyclist mobility and safety by upgrading 166 ADA- compliant pedestrian ramps and installing nearly four miles of new buffered bike lanes.

Installed various safety improvements at seven intersections, including bulb-outs, medians, accessible ramps, high visibility crosswalks and rapid rectangular flashing beacons.

Completed the I-580/Vasco Road Interchange Project study report; the project is currently in the environmental document development phase. This project will enhance operations and safety for all modes of travel along Vasco Road, provide connectivity for bicyclist and pedestrians through the interchange corridor, and accommodate the future Valley Link Project within the I-580 Corridor.

Implemented trail repair and improvements at various locations, including a new trail at the west end of Robertson Park and approximately 0.8 miles of trails resurfaced along the Arroyo Mocho near Stanley Boulevard and Almond Park.

Water and Wastewater
Completed regulatory compliance and preventative maintenance activities, including valve maintenance, dead-end flushing, fire hydrant maintenance, closed-circuit television sewer pipe inspections, and trash capture device cleaning.

Responded to the winter 2022-23 storm damages in creeks, trails, and slopes throughout the City and received approval for Federal Emergency Management Agency funding.

A Safe Community That Thrives
City of Livermore Strategic Plan Annual Update
10 ATTACHMENT 1
21 Neighborhood Preservation, Risk Management, and Regulation Responded to 967 complaints and resolved over 90% of all cases involving graffiti, abandoned shopping carts, overgrown vegetation, illegal dumping, and illegal structures.

Closed 60% of new claims submitted under the workers compensation program and achieved a 41% reduction on new claims entered in the Total Number of Disability Days per Lost Time Claim.

Added Summary Abatement of Graffiti to the Municipal Code to maintain the community's visual appeal, protect public and private property and promote a sense of safety and security among residents.

Continued collaboration with regional partners to prevent illegal sideshow activities, which include reckless driving and behavior.

Increased patrols for fireworks-related activities and enforced new City ordinance.

Fireworks calls for service decreased by 13% from June 30-July 4.

Seized 30 pounds of illegal fireworks.

Updated the City's sign ordinance to prevent sign placement in the public right-of- way, which includes city streets, medians, and sidewalks.

A Safe Community That Thrives
City of Livermore Strategic Plan Annual Update
11 ATTACHMENT 1
22 Business Engagement
Established the Business Spotlight video series. Produced and publicized the first four videos in the series.

Provided effective project facilitation and liaison support with downtown merchants during the challenges of nearby construction.

Economy That Prospers
Encourage a thriving business environment that results in a strong, diverse, resilient economy and supports community prosperity.

Diversification / Resilience
Coordinated and provided financial support for The Vibe, a new one-stop-shop event and experience calendar developed by Visit Tri-Valley.

Hosted two Ready Livermore Workshops on Cybersecurity and Emergency Preparedness for Businesses provided in person and online through the Chamber of Commerce.

City of Livermore Strategic Plan Annual Update
12 ATTACHMENT 1
23 Economy That Prospers
Major Development
Continued buildout of the Isabel Neighborhood, located in the northwest part of the City generally centered around Isabel Avenue at I-580. Negotiations continue with Harridge Development Group to develop the Isabel core area with a project consisting of approximately 1,250 residential units and 90,000 square feet of amenity and commercial space. Three residential projects approved to date include over 2,200 units, representing over 65% of the minimum expected number of residential units in the neighborhood.

Completed the building permit review for the Wine Country Inn, a 30-room, 29,350 square foot two-story inn that includes a 77-seat restaurant, a caretaker’s unit, 65 parking spaces, 12 bicycle parking spaces, and associated site improvements.

Innovation
Effectively managed the i-Gate program, including facilitating a new financial support agreement and the reopening of Daybreak Labs’s incubator space, which has already led to the graduation of a startup into a Livermore based facility.

Continued to explore how to position the airport as an asset for growing the local innovation economy, including using the airport as a center of research and development and commercialization of aviation technologies, as well as making Livermore a hub for clean, quiet transportation options into and out of the region.

City of Livermore Strategic Plan Annual Update
13 ATTACHMENT 1
24 Climate Action Implementation
Hosted over 200 people at a Climate and Environment Expo at Leo Croce Elementary School to conduct outreach and education on the City’s Climate Action Plan, Springtown Open Space project, and water conservation efforts.

Co-hosted the Livermore Youth Climate Summit, an interactive event dedicated to supporting youth-driven climate awareness and action. The event included a session with speakers from the City, Lawrence Livermore National Laboratory, and StopWaste.

Completed a pilot project to detect subsurface leaks, resulting in a savings of 23 million gallons of drinking water per year.

Converted 27,800 square feet of turf to low-water use landscape on City property.

Environmental
Stewardship
Preserve and protect Livermore’s climate and environment for future generations and become a municipal leader in sustainability, reducing and drawing down greenhouse gas emissions, and encouraging sustainable development.

City of Livermore Strategic Plan Annual Update
14 ATTACHMENT 1
25 Solid Waste and Recycling
Hosted two compost giveaway community events, continued operation of the compost hub, and purchased mulch for the airport property to comply with Senate Bill 1383 procurement requirements.

Coordinated with StopWaste to promote events and programs, including the Reusable Foodware Ordinance and two turf conversions (one at Rotary Park and one in northeast Livermore).

Environmental Stewardship
Climate Action Implementation
Worked closely with local businesses Gillig, Monarch Tractor, and FirstElement Fuel to secure $51 million in California Energy Commission grants. A total of $200 million was awarded throughout the state.

Worked with Ava (formerly EBCE) to plan for the first public fast charging hub in the downtown, currently under construction next to the future L Street Parking Garage. The hub and parking garage combined will provide 32 fast chargers and 18 Level 2 chargers.

Additional locations are in design with a total of six planned sites.

Completed a pilot project and subsequent implementation of SolarApp+ to manage residential solar permit applications electronically, including energy storage systems and service panel upgrades, resulting in a reduction in staff time and a streamlined process.

City of Livermore Strategic Plan Annual Update
15 ATTACHMENT 1
26 Sense of Place
Extended the downtown streetscape on First Street from L to M Street.

Improvements included landscaping, curb extensions, diagonal parking in the flex zone, trellis structures, street furniture, streetlights, stamped bluestone concrete sidewalk and uplights.

Approved and facilitated construction of the new Farmers Union restaurant at the corner of S. Livermore Avenue and Second Street, to include rooftop dining and an outdoor raised patio deck.

Continued construction of the L Street Parking Garage, which will provide 452 parking spaces downtown.

Worked closely with the Regional Water Quality Control Board on remediation work for the site.

Continued working with the developer of the Blacksmith Square Expansion project on approval of building permit plans and the final parcel map.

Continued progress on the General Plan Update, including a comprehensive evaluation and community engagement campaign around the land use alternatives previously approved by the City Council. Engaged, presented to and met with over 1,100 people from October to December.

Inclusive & Inviting
Spaces & Places
Create inclusive and inviting natural and built places and spaces for contemplation, play, arts, and connection while celebrating our history and encouraging community pride.

City of Livermore Strategic Plan Annual Update
16 ATTACHMENT 1
27 Regional Transportation
Coordinated with the Tri-Valley - San Joaquin Valley Regional Rail Authority on proposed Valley Link passenger rail stations for the first segment of new rail from Dublin to Mountain House.

Developed the scope and identified funding participation between Livermore, Dublin and Pleasanton to improve traffic safety and relieve local and regional traffic congestion at the El Charro Rd/Fallon Rd/Interstate 580 interchange near the San Francisco Premium Outlets.

Entered into various memorandums of agreement with Dublin for development of a new segment inside unincorporated Alameda County, as well as for traffic intersection improvements at the Airway Boulevard and North Canyons Parkway intersection and road connection to Interstate 580.

Inclusive & Inviting Spaces & Places
City of Livermore Strategic Plan Annual Update
17 ATTACHMENT 1 28
Library
Launched the Community Connections Initiative, adding more than a dozen hotspots to the Library’s collection and conducting outreach to specific areas of the City that could benefit from mobile hotspots and help bridge the digital divide.

Conducted various storytime events throughout the community, including:

Storytime in the Park - a weekly rotating event for children and families that has helped the Library bring services to community members in their neighborhoods.

Between April and September, the Library offered this event 21 times with total attendance of 1,600 people.

Sensory Storytime - a welcoming, interactive, sensory-friendly environment designed for children with special needs. Between April and September, the Library held 6 events with a total attendance of 106.

ASL Storytime - for those fluent in American Sign Language, as well as those interested in learning.

Hosted more than 250 people at a free Dia del Nino Family Festival, in partnership with La Familia. The event included a bilingual (Spanish/English) musical performance, games, crafts, and resources from community organizations.

Partnered with Open Heart Kitchen to provide free lunches to the community at the Rincon Branch Library.

Inclusive & Inviting Spaces & Places
City of Livermore Strategic Plan Annual Update
18 ATTACHMENT 1 29
City Council Engagement
Hosted various events and opportunities for the City Council to engage with the community, including: Livermorium Day, Memorial Day, Veterans Day, and four issue-specific Town Halls that rotated throughout the City on the topics of housing, climate and sustainability, and how to get involved with local government.

Issued 320 Mayor’s Certificates, Recognitions and Mayor’s Proclamations, and 47 City Council Proclamations to individuals, agencies, organizations, or groups to honor their achievements and efforts.

A City That Works
Foster an organization that is fiscally sustainable, innovative, effective and efficient; provides excellent public services; invests in professional development and well-being of employees in alignment with the Community and Organizational Values; and responsibly invests in the City’s infrastructure.

City of Livermore Strategic Plan Annual Update
19 ATTACHMENT 1
30 Advisory Body Engagement
Hosted the Civic Appreciation Dinner to honor the nearly 100 community members who volunteer to serve on City Advisory Bodies, and as the City Historian and Poet Laureate.

Received updates from eight City Advisory Bodies and the Poet Laureate highlighting accomplishments from the previous year and future workplans.

Federal and State Advocacy
Advocated for City and Tri-Valley issues and funding at the regional, state and federal levels through 15 position letters, as well as through the Tri-Valley Cities’ legislative advocacy firm.

Represented the City at the International City/County Management Association’s annual conference attended by 5,500 professionals from around the world to present on successful City Council onboarding programs.

Represented the City at the Intelligent Cities Summit in Canada to highlight the City’s innovation, climate action, talent development and community engagement efforts.

Awarded the Tenacity Award by Eden Housing for work done around affordable housing and for the City’s tenacity in persevering to continue progress on the downtown development.

Received $2,589,000 in state and federal grants in fiscal year 2022-23 to fund various capital projects and programs, including police facility expansion, Vasco Road/I-580 interchange project, trail repairs, and reimbursements for the City’s response to winter storms.

A City That Works
City of Livermore Strategic Plan Annual Update
20 ATTACHMENT 1 31
Customer Service and Community Engagement
Conducted 10,653 inspections for residential, commercial, and industrial projects, including Legacy, Vineyard 2.0, Fairfield Inn and Suites Greenville, and Tesla.

Served over 4,000 customers at the permit counter, processing and issuing 3,095 permits and 628 plan reviews that included residential, commercial and industrial projects such as Trumark, Blacksmith Square, Wine Country Inn, Shea Serenity, L Street Parking Garage, and Farmers Union restaurant.

Issued addresses for 461 new homes, ADUs, and businesses.

Provided effective communication to and coordinated engagement with the community through a variety of means with a focus on accessibility and transparency.

Over 30 booths at farmers markets, Street Fest and Community Service Day.

Four issue-specific Town Halls and additional community meetings and workshops Explainer videos in English and Spanish about the City Budget, Strategic Plan, and Regional Housing Needs Assessment.

Multilingual support at City facilities.

Over 135,000 followers and subscribers to City social media accounts and e-newsletter.

Published 28 videos to the City‘s YouTube channel (excluding council meetings) highlighting employees, recruitments, and specific projects or programs in the City.

Offered multiple engagement opportunities centered around Livermore youth.

Youth in Government Day - 25 students participated in a career information expo, mock City Council Meeting, budget exercise, and job shadow.

Police Department Youth Academy - 27 students completed 21 hours of training covering various police department sections.

Teen Academy - 18 students participated in a public speaking workshop, mock City Council meeting, department internships, and an information literacy and personal finances session.

A City That Works
City of Livermore Strategic Plan Annual Update
21 ATTACHMENT 1 32
Organizational Excellence
Participated in the Alameda County Leadership Academy and Leadership Livermore programs to offer networking and professional development opportunities to City staff.

Implemented several initiatives to increase hiring and employee retention, including:

Adopting a recruitment incentive policy
Developing a monthly Lunch and Learn program and monthly Wisdom Wednesday program for employees
Establishing Working on Wellness weekly walks for employees Initiating a citywide compensation study
Conducted four community-wide recruitments for eight advisory bodies and filled 33 total positions.

Researched and developed a Police Support Dog Program, which led to the addition of K9 Tater and K9 Murphy to the Livermore Police Department. Tater and Murphy help reduce symptoms of stress, anxiety and depression; lessen trauma of critical incidents for employees; build rapport between department personnel and community members; aid in investigations; and assist during interviews.

A City That Works
City of Livermore Strategic Plan Annual Update
22 ATTACHMENT 1 33
Organizational Efficiency
Planned upgrades to City facility meeting spaces with smart boards, integrated audio/visual systems, and video conferencing capabilities.

Deployed 90% of the council-approved Microsoft Surface laptops to City staff, along with upgraded workstations, to support the "work from anywhere" initiative, ensuring seamless access to City data without compromising cybersecurity.

Implemented a new Agreements Tracker online system that has streamlined the agreements process, reducing the average number of days required to complete an agreement review from 67 days down to 24.

Opened a recruitment for a new GIS Program Manager to develop a new GIS program that will ease accessibility to public information and help plan for the future.

Formed an internal team of City staff to develop a policy around the City’s use of predictive and generative artificial intelligence.

A City That Works
City of Livermore Strategic Plan Annual Update
23 ATTACHMENT 1 34
Infrastructure
Enhanced operations and offerings at the Livermore Municipal Airport, including:

Amended applicable Airport policies to require the provision of unleaded aviation fuel at the Airport.

Simplified Airport noise reporting for community members through a new online portal and increased efforts to reduce Airport noise in the community.

Adopted an Airport Leasing and Development Policy to guide future development at the Airport with the goal of ensuring airport property is leased and developed in a high-quality manner.

Engaged over 200 people in the redesign of the Springtown Open Space and received over 60 public comments through in-person and online channels.

Improved the City‘s assets and collected significant data for future projects, including:

Repaired approximately 500 City-owned and maintained sidewalk locations and marked and collected data for 70 miles of sidewalk in high-use pedestrian areas.

Surveyed over 47,000 trees and developed an annual tree maintenance budget.

Inspected 32 miles of walls and fences.

Completed the 2023-28 Capital Improvement Plan and identified over $420 million in funding for 146 projects over the next five years.

A City That Works
City of Livermore Strategic Plan Annual Update
24 ATTACHMENT 1 35
These achievements reflect the commitment of the City organization and collaboration with the community to contribute to a city where all can thrive.

Thank You
1052 South Livermore Ave.

Livermore, CA 94550
925-960-4000
www.LivermoreCA.gov
City of Livermore Strategic Plan Annual Update
25 www.LivermoreCA.gov/StayInformed
Follow the City of Livermore to stay
informed and get involved
ATTACHMENT 1
36 CITY COUNCIL STAFF REPORT
ITEM NO. 5.1

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Marianna Marysheva, City Manager
SUBJECT:

Approval of draft minutes - January 8, 2024 Regular Meeting.

RECOMMENDED ACTION

Staff recommends the City Council approve the draft minutes.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Draft 2024-01-08

Prepared by: Debbie Elam
Assistant City Clerk

TY COUNCIL
JANUARY 8, 2024
________________________________________________________________ RE

GULAR MEETING

1. C
LOSED SESSION – NONE
2 . CALL TO ORDER – The meeting of the City Council was called to order by Mayor John Marchand at 7:00 pm, held in person at 1016 S. Livermore Avenue and YouTube.

RO
LL CALL – Present: Mayor John Marchand, Vice Mayor Robert W. Carling and Council Members Ben Barrientos, Evan Branning and Brittni Kiick P

LEDGE OF ALLEGIANCE
3 . PROCLAMATIONS AND PRESENTATIONS – NONE
4 . OPEN FORUM
Ma
yor Marchand opened the public comment period.

D
avid McGuigan, provided a comment.

Jer
ry McNerney, provided a comment.

T
here were no more speakers, and the public comment period was closed. 5 . CONSENT CALENDAR
Ma
yor Marchand opened the public comment period.

T
here were no speakers and the public comment period was closed.

N THE MOTION OF COUNCIL MEMBER KIICK, SECONDED BY COUNCIL MEMBER BRANNING AND CARRIED ON A 5 -0 VOTE, THE CITY COUNCIL APPROVED THE CONSENT CALENDAR.

5.1 Approval of draft minutes - December 11, 2023 Regular Meeting.

5. 2 Resolution 2024 -001 authorizing the acceptance for permanent maintenance, release of security bonds, and execution of a Notice of Completion for the Livermore Village Parking Garage Construction, Phase 1: Trash Enclosure ATTACHMENT 1
38 CM/75/2 Minutes JANUARY 8, 2024

& Surface Lot, Project 586003.

5.3 Resolution 2024-002 authorizing the acceptance for permanent maintenance, release of security bonds, and execution of a Notice of Completion for the 2021 Street Resurfacing Project, 2021-01.

5.4 Resolution 2024-003 establishing the annual Affordable For-Sale Prices, Rental Rates, and Maximum Income Limits for affordable housing units subject to the City's Inclusionary Housing Ordinance.

5.5 Resolution 2024-004 adopting the Community Benefit Policy and establishing a Community Benefit Fund.

6. PUBLIC HEARINGS – NONE

7. MATTERS FOR CONSIDERATION - NONE

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS

THE MAYOR AND CITY COUNCIL MEMBERS PROVIDED A SUMMARY OF

RECENTLY ATTENDED EVENTS AND MEETINGS IN ADDITION TO THE INFORMATION PROVIDED IN THE SUPPLEMENTAL PACKET. COUNCIL

MEMBERS WHO DID NOT PROVIDE A SUMMARY IN THE SUPPLEMENTAL PACKET ARE INCLUDED BELOW.

Livermore Amador Valley Transit Authority (LAVTA) Council Member Kiick noted her attendance at the board meeting on January 8, 2023.

Alameda County Transportation C ommission, Mayor March and noted his attendance at the meeting on January 8, 2024. He also noted there is f unding available for Vision Zer o and Safe Streets planning grants , and r ail crossing projects.

SB397 Mayor Marchand noted the proposal to consolidate transit operators would be heard on January 9, 2024.

9. ADJOURNMENT – at 7:21pm to a Regular City Council Meeting on Monday, January 22, 2024, at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

APPROVED:

JOHN P. MARCHAND, MAYOR

ATTACHMENT 1
39 JANUARY 8, 2024 Minutes CM/75/3
ATTEST: ___
DEBORA H L. ELAM, ACTING CITY CLERK
ATTACHMENT 1
40 CITY COUNCIL STAFF REPORT
ITEM NO. 5.2

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the 2023 Storm Damage Repair (Arroyo Mocho Sites) Debris Removal Project No. S202300A, and Permanent Repair Project No. S202300P.

RECOMMENDED ACTION

S202300A, and Permanent Repair Project No. S202300P.

SUMMARY
On July 24, 2023, the City Council awarded the contract for construction of the 2023 Storm Damage Repair (Arroyo Mocho Sites) Debris Removal Project No. S202300A, and Permanent Repair Project No.

S202300P to Suulutaq, Inc. The contract was substantially completed on September 28, 2023, and can be accepted for permanent maintenance. The process to release the contractor's bonds can begin.

DISCUSSION
The 2023 Storm Damage Repair (Arroyo Mocho Sites) Debris Removal Project No. S202300A, and Permanent Repair Project No. S202300P consisted primarily of repairing and stabilizing three locations along the Arroyo Mocho Creek that were damaged during the 2022-23 winter storms. Attachment 1 shows the three repair locations. The project was completed in accordance with the contract documents in a manner acceptable to the City Engineer and can now be accepted for permanent maintenance. At time of award, the contractor provided a faithful performance bond guaranteeing completion of the project, and that bond must now be released. Six months after the date of the resolution accepting the project, the labor and materials bond guaranteeing the improvements should be reduced to an amount equal to any claims filed and of which notice has been given. The balance of the bond will be released upon the settlement of all claims and obligations for which the security was given (there are no known claims at this time). The security for the guarantee and warranty of work shall remain in effect for one 41 year from the date of the resolution.

FISCAL AND ADMINISTRATIVE IMPACTS

The original construction contract amount was $1,005,182 plus a 10 percent contingency for a total construction contract budget of $1,105,700. The final construction contract amount was $955,943, which is 4.9 percent below the original contract, based on final bid item quantities totaling $869,219 and three (3) change orders totaling $86,724. Change orders consisted primarily of removing additional logs, placement of additional material to fill another eroded bank along the Arroyo Mocho, and handling of additional material removed from under the Concannon Blvd. bridge as needed to place the designed rip rap slope protection. The final bid quantities were less than anticipated due to savings from stockpiling for reuse of excavated material in lieu of hauling during construction. The project was funded by FEMA and the City's Storm Water Fund. The unused funding will be proportionally credited to those funds.

There will be no added expenses required to maintain these repairs.

COMMUNITY PILLAR

5: A City that Works

GOAL

14: Develop, operate, and maintain the City's infrastructure.

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Notice of Completion

Prepared by: Dennis Aberion
Senior Engineering Technician

CITY OF

COMMUNITY DEVELOPMENT DEPARTMENT-ENGINEERING DIVISION

A L I F O R N I AC

ARROYO MOCHO
BENJAMINL.

No. 68813

CI LIVSTATE OF

AINROFILAC

REGISTEREDPROF

REENIGNELANOISSE
SHICK
(707) 528-4848
SANTA ROSA, CA 95405
2200 RANGE AVENUE, STE 201

CONSULTING CIVIL ENGINEERS
Schaaf Wheeler
NONE
10 T-1
1TITLE SHEET
The Contractor shall possess a valid Class A license at the time of bid opening.

COMMUNITY DEVELOPMENT DEPARTMENT

VICINITY MAP
NTS

STANLEY BLVD

MURRIETA BLVD

RINCON AVENUE

COLLEGE AVE

CONCANNON BLVD

ARROYO RD

S LIVERMORE AVE

HOLMES ST
Martinez
B.A.R.T.

Walnut Creek
Concord
Hayward
B.A.R.T.

Castro Valley
Palo Alto
View
Mountain
Santa Clara
Sunnyvale

ALAMEDA COUNTY

LIVERMORE
SAN
BAY
San
PABLO
B.A.R.T.

Richmond
Oakland
Alameda
Berkeley
San
Rafael
OCEAN

PACIFIC
BAY
SAN

FRANCISCO
San Mateo
B.A.R.T.

Bruno
San
S.F.

South
Pacifica
Burlingame
Francisco
Vallejo
Menlo Park
Redwood City
San Leandro

PROJECT LOCATION
FEMA - 4683-DR-CA
SCALE: 1 INCH = 800 FEET

CITY OF LIVERMORE

COMMUNITY DEVELOPMENT DEPARTMENT

PLANS FOR CONSTRUCTION OF
City Project No. S202300A - DEBRIS REMOVAL, CAT A
June 2023

VICINITY MAP
NTS
Martinez
B.A.R.T.

Walnut Creek
Concord
Hayward
B.A.R.T.

Castro Valley
Palo Alto
View
Mountain
Santa Clara
Sunnyvale

ALAMEDA COUNTY

LIVERMORE
SAN
BAY
San
PABLO
B.A.R.T.

Richmond
Oakland
Alameda
Berkeley
San
Rafael
OCEAN

PACIFIC
BAY
SAN

FRANCISCO
San Mateo
B.A.R.T.

Bruno
San
S.F.

South
Pacifica
Burlingame
Francisco
Vallejo
Menlo Park
Redwood City
San Leandro

PROJECT LOCATION
FIPS Number 001-42006

SITE MAP
SITE YM-2 - STANLEY BOULEVARD
SITE YM-1 - HOLMES STREET
SITE 79 - CONCANNON BOULEVARD

INDEX OF SHEETS

SHEET NO DRAWING NO SHEET TITLE
1 T1 TITLE SHEET
2 T2 NOTES, ABBREVIATIONS, AND LEGEND
3 C1 PROJECT LOCATION MAP
4 C2 HOLMES STREET IMPROVEMENT PLAN
5 C3 HOLMES STREET CROSS SECTIONS
6 C4 STANLEY BOULEVARD IMPROVEMENT PLAN
7 C5 STANLEY BOULEVARD CROSS SECTIONS
8 C6 CONCANNON BOULEVARD IMPROVEMENT PLAN
9 C7 CONCANNON BOULEVARD DETAILS
10 D1 DETAIL SHEET
PROJECT LOCATION SMP SITE # FEMA LOP#
STANLEY BOULEVARD 74 (YM-2) 9
HOLMES STREET YM-1 12
CONCANNON BOULEVARD 79 19
City Project No. S202300PR - PERMANENT REPAIR, CAT C-G

EAST AVE

FIRST ST
SCALE: 1 INCH = 800 FEET
2023 STORM DAMAGE REPAIRS PROJECT

ARROYO MOCHO
PREPARED UNDER THE DIRECTION OF :

RCE No. C68813
RECOMMENDED FOR APPROVAL :

Associate Civil Engineer, City of Livermore
Edward Reyes
Joel Waxdeck
Acting City Engineer, City of Livermore
APPROVED BY THE CITY OF LIVERMORE:

Date
Date
Date

APPROVALS
Benjamin Shick
Principal, Schaaf & Wheeler
Anthony Smith
Water Resources Division Manager, City of Livermore
Date
06/27/23
7-10-23
7-12-23
ATTACHMENT 1
43 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING ACCEPTANCE FOR PERMANENT MAINTENANCE,

RELEASE OF SECURITY BONDS, AND EXECUTION OF A NOTICE OF COMPLETION FOR THE 2023 STORM DAMAGE REPAIR
(2023 STORM DAMAGE REPAIR - ARROYO MOCHO SITES - DEBRIS REMOVAL PROJECT NO. S202300A, AND PERMANENT REPAIR PROJECT NO. S202300P) The City Engineer of the City of Livermore (“City”) has filed with the City Clerk a report in writing that all work on the 2023 Storm Damage Repair (Arroyo Mocho Sites) Debris Removal Project No. S202300A, and Permanent Repair Project No.

S202300P (“Project”), has been completed to City standards. The Project is ready for acceptance by the City of Livermore for routine maintenance.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that:

1. The faithful performance bond guaranteeing the Project is hereby released;

2. The labor and materials bond guaranteeing the Project shall, six months after the date of this resolution, be reduced to an amount equal to the amount of all claims filed and of which notice has been given. The balance of the bond shall be released upon the settlement of all such claims and obligations for which the security was given;

3. The security for the guarantee and warranty of work shall remain in effect for one year from the date of this resolution. The contractor is required to reconstruct any deficiencies that occur and to repair or replace defective materials during the maintenance period;

4. The City hereby accepts the improvements; and

5. The City Manager is authorized to sign the Notice of Completion, a copy of which is attached hereto as Exhibit A and incorporated by this reference.

On motion of Council Member _______________________, seconded by Council Member _______________, the foregoing resolution was passed and adopted on January 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
44 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Notice of Completion
45 EXHIBIT A
46 CITY COUNCIL STAFF REPORT
ITEM NO. 5.3

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing execution of an agreement with Schaaf and Wheeler Consulting Civil Engineers, in an amount not-to-exceed $681,701 with a term ending December 30, 2025, to provide design and construction support services for large trash capture devices in connection with Storm Drain Trash Capture Project 2024-25.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an engineering services agreement with Schaaf and Wheeler Consulting Civil Engineers, in an amount not- to-exceed $681,701 with a term ending December 30, 2025, to provide design and construction support services for the Storm Drain Trash Capture Project 2024-25.

SUMMARY
This agreement with Schaaf and Wheeler is for the design and construction support of nine large-scale, full trash capture devices at various locations across the City of Livermore as shown in Attachment 1.

These devices will help the City of Livermore meet the Regional Water Quality Control Board's permit requirement to achieve 100% trash capture by June 2025. Schaaf and Wheeler will provide design, bidding support, and engineering services during construction.

DISCUSSION
The City of Livermore (City) is required by their Regional Water Quality Control Board Permit to meet the goal of 100% trash reduction by June 30, 2025. In order to meet this requirement, nine large-scale full trash capture devices need to be installed at the locations show in Attachment 1. The devices and their respective locations will provide a 32% reduction in trash loads. The current trash reduction amount that the City has achieved is approximately 68%. These additional trash capture devices will help the City achieve their 100% reduction goal.

The City sent out a Request for Proposals to firms interested in design services for large scale trash capture devices. Schaaf and Wheeler was the only response received. Schaaf and Wheeler has worked with the City on several storm drain trash capture projects over the past 5 years and has proven to be a 47 knowledgeable and responsive consultant. Per this agreement, Schaaf and Wheeler is to provide engineering design services and construction support services. The total engineering fee of $681,701 is approximately 13% of the total estimated construction cost of $5,249,063, which is consistent and typical for design and construction support services for a project of this scale.

FISCAL AND ADMINISTRATIVE IMPACTS

The budget for the Storm Drain Trash Capture Project 2024-25 in the FY 2023-2028 Capital Improvement Plan covers the cost of this agreement and all other projects costs including construction, change orders, construction management, project management and materials testing. No additional appropriations are needed. The specific funding sources for the project are summarized below. Funding covers staff time and consultant and construction costs.

Storm Drain Trash Capture Project 2024-25 Funding Sources Fund

Number
Fund Name
FY 2023-24
FY 2024-25
Total
220
Storm Water
$1,500,000
$4,500,000
$6,000,000
221
Storm Drain
$500,000
$1,500,000
$2,000,000

COMMUNITY PILLAR

5: A City That Works

GOAL

14:

Develop, operate, and maintain the City’s infrastructure.

GUIDING DOCUMENT

2023-2028 Capital Improvement Plan

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Agreement

Prepared by: Jarrett Rasmussen
Junior Engineer

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
48 Site Map - Storm Drain Trash Capture 202425
This map is based on City of Livermore GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the City and its staff is not responsible for errors or omissions.
48,843
Livermore IT, GIS Services
8,140.5
1:NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet8,140.50 Notes4,070.27
ATTACHMENT 1
49 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS, IN AN AMOUNT NOT-TO-EXCEED $681,701 WITH A TERM ENDING DECEMBER 30, 2025, TO PROVIDE DESIGN AND

CONSTRUCTION SUPPORT SERVICES FOR LARGE TRASH CAPTURE DEVICES

IN CONNECTION WITH STORM DRAIN TRASH CAPTURE PROJECT
(Storm Drain Trash Capture Project – Capital Improvement Project 2024-25) This Engineering Services Agreement is needed for design and construction support for the installation of nine full large trash capture devices to be installed at various locations around the City of Livermore to meet the requirements of Livermore’s Municipal Regional Storm Water Permit. Schaaf and Wheeler Consulting Civil Engineers, a California Corporation, has been assisting the City of Livermore with several trash capture projects over the last five years and has proven to be very knowledgeable and responsive.

This Agreement covers design and construction support services involving surveying, potholing, environmental review, geotechnical engineering, and general engineering services, in conjunction with the Storm Drain Trash Capture Project – Capital Improvement Project 2024-25.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager to execute an agreement with Schaaf and Wheeler Consulting Civil Engineers, a California Corporation, attached hereto as Exhibit A, in an amount not-to-exceed $681,701, to provide design and construction support services for the Storm Drain Trash Capture Project – Capital Improvement Project 2024-25.

On motion of Council Member _________________________, seconded by Council Member ________________________, the foregoing resolution was passed and adopted on January 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Engineering Services Agreement
50 ENGINEERING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ________, , (“Effective Date”) by and between the Ci ty of Livermore, a municipal corporation (“City”), and Schaaf & Wheeler, Consulting Civil Engineers, a California Corporation (“Consultant”).

RECITALS
City r equires engineeri ng services to provide desi gn, permit, an d const ruction management assistance for the Storm Drain Trash Capture CIP# 202425.

Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges City has relied upon these warranties to retain Consultant.

AGREEMENT
NOW, THEREFORE, City and Consultant hereby a gree that the aforementioned recitals are true and correct and further agree as follows:

1. Retention as Consultant. City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the services described in Section 3 below subject to the terms and conditions in this Agreement.

2. Relationship of Parties – Independent Contractors . The relationship of the parties shall be that of independent contractors. Consultant and its employees are not City office rs or employees. Consultant is responsible for the supervision and management of its employees, including any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the services contemplated by this Agreement.

3. Description of Services. Consultant shall provide engineering services to the City of Livermore in conjunction with Storm Drain Trash Capture Project CIP# 202425 (“Project”), as more particularly set forth in Exhibit "A" (collectively “the Services”).

4. Consultant Responsibilities. Consultant shall:
(a) Consul
tant shall investigate and verify all existing site conditions for the Project and take them into account when preparing the Project’s design even when "As Built" or "Record Drawings" are used by Consultant.
(b) Consul
tant shall review and respond to construction submittals and shop drawings within fourteen (14) calendar days following their receipt by Consultant; requests for information with comments noted thereon shall be reviewed and responded to within seven (7) working days following their receipt by the Consultant.

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51 (c) Diligently perform the Services in a manner commensurate with industry, professional, and community standards;

(d) Provide the resources necessary to complete the Services in a timely manner;

(e) Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;

(f) Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services;

(g) Comply with all laws in effect that are related to Consultant and the Services;

(h) Coordinate the Services with Jarrett Rasmussen (“Project Manager”), or such other person designated as the Project Manager by City;

(i) Be available to the Project Manager, and other parties referred to Consultant by the Project Manager, to answer questions or inquiries related to the Services;

(j) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested. Consultant shall not submit an invoice to City more frequently than once a month;

(k) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

Consultant shall make the i nvoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Consultant shall give City 30 calendar-days’ written notice prior to destroy ing the invoices and records, and allow City an opportunity to take possession. If City wants them, Consultant and City shall coordinate their delivery to City in the most efficient manner possible;

(l) Prepare and submit a written report to the Project Manager, with each invoice and when requested in writing by the Project Manager, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services; and,

(m) Consultant shall correct, at its own expense, all errors in the S ervices.

Should Consultant fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Consultant.

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52 (n) Consultant’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA.

5. Probable Construction Cost Estimate . The design developed, prepared, and delivered by Consultant in accordance with this Agreement is for the development and construction of the Project, the construction of which shall be awarded through competitive bidding. City shall be entitled to rely upon Contractor’s work prepared, and delivered in accordance with this Agreement in order to solicit such bids. Consultant, therefore, shall prepare an engineer’s opinion of probable construction cost estimate. If the lowest of three or more bids received by City for the Project varies from the engineer’s opinion of probable construction cost estimate by more than 15% and is due to Consultant’s failure to comply with this Agreement, including Exhibit “A”, or its negligent failure to perform pursuant to industry standards for the design work involved, Consultant, if directed by City, shall redesign the project at no additional cost to City to meet the original engineer’s cost estimate.

6. Compensation and Payment.

(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $ 681,701 ( "not-to-exceed amount"). City shall compensate Consultant for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, overhead and administrative costs, and any -and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services.

(b) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.

7. Term. The term of this Agreement commences on the Effective Date and terminates upon the depletion of funds or Decmeber 30, 2025, whichever occurs first.

8. Delay Damages. Time is of the essence for this Agreement. Upon receipt of a written notice to proceed from City, Consultant shall immediately commence work to perform the Services in accordance with the schedule in Exhibit A.

(a) For each day that schematic design, design development, and/or construction documents, collectively, the “Design Phase Services,” is not completed by the deadline set forth in Exhibit A or the termination date of this Agreement, whichever is earlier, damage will be sustained by City.

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53 to this Agreement in an amount equal to 1% of the not -to-exceed amount set at Section 6 (“Delay Damages”).

(c) City may reduce any and all payments due Consultant under this Agreement by an amount equal to the Delay Damages and Consultant shall be required to reimburse City for any assessed Delay Damages not recovered by withholdings against payments due Consultant.

(d) The City Engineer is authorized to assess Delay Damages pursuant to this Agreement on behalf of the City.

(e) Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond its reasonable control so long as it advises City at the earliest opportunity to allow City an opportunity to respond to the delay.

9. Termination by City . City may terminate any portion or all of the Services by giving Consultant at least 30 calendar-days written notice. Upon receipt of a termination notice, Consultant shall immediately stop all work in progress on the S ervices except where necessary to preserve the benefit of the work, and assemble the work on the Services for delivery to City on the termination date. All compensation for Services performed prior to the termination date shall be payable to Consultant in accordance with Section 6.

10. Ownership of Documents. All drawings, designs, data, photographs, reports and any and every other types of items prepared or obtained by Consultant in the performance of the Services under this Agreement shall be the property of the City and Consultant shall deliver them to City upon demand. The Consultant shall assume no responsibility for the unintended use by others of any such documents, information, or materials on project(s) which are not related to the scope of the Services described under this Agreement.

11. Copyright and Right of Use . All items created by Consultant for City under this Agreement are works made for hire, and Consultant shall give City the copyright and all intellectual property rights to all items developed, prepared, and delivered as part of the Services. Consultant agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disc losed by Consultant to City and Consultant obtains a license to such items for the benefit of City. All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services.

12. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from City to anyone except Consultant’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.

13. Indemnity and Defense.

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54 (a) Definitions. When used in this “Indemnity and Defense” section, these terms have the following meaning:

(1) “City,” means the City, its elected officials, officers, directors, employees, agents, or designated volunteers.

(2) “Design Professional,” means licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities which offer such services in accordance with the provisions of the California Business and Professions Code listed at California Civil Code, section 2782.8, upon which Consultant relies to meet the obligations of, or perform work pursuant to, this Agreement.

(3) “Non-Design Professional,” means any person or entity upon which Consultant relies to meet the obligations of, or perform work pursuant to, this Agreement who or which is not a Design Professional.

(4) “Loss,” or “Losses,” mean all claim for or actual loss, liability, damage, cost, and expense including but not limited to reasonable attorney, consultant and expert fees, and court costs arising out of or in connection with Consultant’s obligation or work to perform this Agreement including the City’s active or passive negligence, except for such Loss arising from the sole negligence or willful misconduct of the City.

(b) Non-Design Professional Services. Consultant shall defend, indemnify, and hold harmless the City from and against any alleged Loss arising out of, pertaining to, or relating to, the services of any Non-Design Professional.

(c) Design Professional Services. For an alleged Loss that solely arises out of, pertains to, or relates to, the services of a Design Professional, Consultant shall defend and indemnify the City solely for such Losses due to the negligence, recklessness, or willful misconduct of the Design Professional(s) as allowed by application of California law, including California Civil Code, section 2782.8, as written on the effective date of this Agreement and according to applicable judicial interpretations.

(d) Mixed Services. If an alleged Loss arises out of, pertains to, or relates to both the services of a Design Professional and a Non- Design Professional, Consultant shall defend City against the claimed Loss and shall indemnify and hold harmless City from all Losses alleged against the Non- Design Professional combined with any Losses allegedly due to the negligence, recklessness, or willful misconduct of any Design Professional.

14. Insurance. Consultant shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Services.

Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

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55 15. Acceptance of Final Payment . Consultant’s acceptance of final pay ment will release City from any -and-all claims and liabilities for compensation under this Agreement.

16. Acceptance of Work. City’s acceptance of, or payment to Consultant for, the Services does not release Consultant from its responsibility for the accuracy , completeness, or competency of the Services, nor do the actions constitute an assumption of Consultant’s responsibility or liability by City for any defect or error in the Services.

17. Conflict of Interest. Consultant represents that no City employee or official has a financial interest in Consultant . Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Consultant represents that it has not performed any work for that private party during the 12 month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement.

18. Economic Disclosure. Consultant shall comply with City’s local conflict of interest code and the Political Reform Act, and prepare and file an economic disclosure statement if the S ervices involve making, or participation in making, decisions which may have a material effect on the Consultants’ financial interest. While it is Consultant’s sole responsibility to evaluate its conflicts of interest, the Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

19. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other consultants to provide, services that are the same or similar to the Services described in this Agreement.

20. No Assignment. Consultant shall not assign or subcontract any of the Services without City’s prior written consent. For the purposes of this section, a change of fifty - percent or more in the ownership or control of Consultant constitutes an assignment.

21. Entire Agreement; Modification. T his Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services.

Any modification to this Agreement must be in writing and signed by both parties. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by City can be used in place of the original for all purposes with the same effect as if it was the original.

22. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, the Consultant must present a written claim to City in accordance with Chapter 3.42 of the Livermore Municipal Code.

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56 23. Construction of Language . The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language in the body of the Agreement and an attachment hereto, the language in the body of the Agreement controls.

24. Notice. Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation:

TO CITY: Attention: City Engineer
CC: Project Manager
City Administration Building
City of Livermore
1052 S. Livermore Avenue
Livermore, California 94550

TO CONSULTANT: Attention: Caitlin Tharp, Vice President 1171 Homestead Road, Suite 255
Santa Clara , CA 95050
[email protected]

25. Waiver. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance. To be effective, a waiver must be in writing and signed by the non-breaching party.

26. Severability. I f a court of competent jurisdiction determines a provision in this Agreement is invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired in any way.

27. Counterparts. This Agreement may be executed in counterpart by delivering a facsimile or secure electronic copy of the signed agreement to the other party, followed by delivery of the original documents bearing the original signatures. However, failure to deliver the original documents does not affect the enforceability of this Agreement.

28. Governing Law . This Agreement is governed by California law. Consultant consents to the exclusive jurisdiction and venue of the state and federal courts of Alameda County, California.

***************************************************************************************************

Signatures and Attachment List on the Next Page
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57 In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above.

Dated
:
_________
__________________
Dated
:
_________
___________________
CONSULTANT:
____________________________
By: Caitlin J. Tharp, PE
Title: Vice President
CITY OF LIVERMORE:
______
______________________
Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Assistant/City Attorney
APPROVED AS TO INSURANCE:

Risk Manager/Analyst
Attac
hments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
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58 Santa Clara ● San Francisco ● Santa Rosa ● Salinas

November 2, 2023

J
arrett Rasmussen
City of Livermore
[email protected]
Subject: Livermore Trash Capture Device Design Scope 2023 Dear Mr. Rasmussen:

Schaaf & Wheeler is pleased to submit this proposal to provide engineering services for the design of nine full trash capture devices at nine separate locations in the City of Livermore. The locations include:

1. 110 – Arroyo Mocho at Holmes Street (City property in creek ROW)

2. 112-2 – Isabel (City Easement through private property)

3. 114 – Line P-1 (City Easement through Flood Control ROW)

4. 115-2 – Southfront at Vasco (City ROW)

5. 165 – Arroyo Seco (Flood Control ROW)

6. 517 – Southfront at McGraw (City ROW)

7. 533 – Southfront at Happy Daze (City ROW)

8. 1010 – Portola (City ROW)

9. 6000 - El Charro (City property)
This work is intended to result in a single bid package which includes all nine locations suitable for public bid.

Our scope of services will include:

Task 1: Project Management
Quality Control: Schaaf & Wheeler will perform quality control on all deliverables throughout the project tasks outlined herein. Quality control will be conducted by the project manager, Caitlin Tharp, as well as a separate principal engineer within the firm not familiar with the day-to-day activities of the project to obtain and objective quality assurance analysis.

Monthly Invoicing and Contracting: This scope includes subcontracting and managing the design team. Monthly invoices will be submitted to the City in a timely manner, with billing summaries, project and schedule status. This assumes a project duration of 24 months.

Schaaf & W heeler

CONSULTING CIVIL ENGINEERS
8 70 Market Street, Suite 1278
San Francisco, CA 94102-2906
415-433-4848
FAX 415-433-1029
Exhibit A
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Coordination with subconsultants and the City: During the duration of the project, Schaaf & Wheeler will coordinate with the City, County, stakeholders and subconsultants to monitor timely progress of the project, to stay on budget, and resolve issues as they arise.

Deliverables:
• Project schedule updates in MS word
• Billings summaries for monthly billings, including tasks completed and percent complete • One (1) project kick-off meeting; including meeting agenda and minutes • Three (3) coordination meetings; including meeting agenda and minutes

Task 2: Hydraulic Design Report and County Coordination Task 2.1 Hydraulic Analysis: Schaaf & Wheeler will utilize the existing or updated storm drain master plan model as available, and will review the model for hydrology, hydraulics and capacity limitations within the storm drain system. The 1-year 1-hour storm event will be developed within the existing model to determine trash flow rates and impacts due to head loss on the system during the 10-year event at the 9 Full Capture System (FCS) locations.

Coordination with state approved FCS device manufacturers will occur to obtain device and bypass head loss values. This includes obtaining device sizes, maintenance information, head loss, impacts due to tailwater, and costs. A comparison of up to three device options will be presented for each location.

The results of the above will be presented in a draft memorandum. Hydraulics will be presented in the report, with appropriate accompanying models, calculations and figures, sufficient to present the design concepts to the City. A final memorandum with device recommendation for each of 9 sites will be completed based on one set of compiled comments from the City.

Task 2.1 County Coordination: A separate hydraulic design memo will be developed to support submission of location 114 – Line P-1 and location 165 - Arroya Seco concepts to Alameda County Flood Control. The intent of the memo will be to provide sufficient hydrologic and hydraulic data and impacts analysis to resolve County comments. This assumes one draft report and one final report based on comments from the County.

Deliverables:
• One (1) meeting with the County Flood Control District; including meeting agenda and minutes • Draft and Final Hydraulic Design Report to City
• Draft and Final Hydraulic Design Report to County

Assumptions and Exclusions:
• Assumes the City’s storm drain master plan (developed under separate scope) will be used and no additional model development is needed
Task 3: Environmental Review
It is assumed that the City will file a CEQA CatEx for the nine sites. It is assumed no permits will be required for the work; the work is completed outside of the OHWM and there are no impacts to bed, bank or riparian areas. This scope includes our subconsultant SBI, who will participate in an initial site assessment to visit all nine (9) locations where large trash capture devices are proposed to be DocuSign Envelope ID: D5D3637C-56C4-4A70-A6B4-A0CF056C58E0

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installed. After site visits, SBI will support Schaaf and Wheeler and City staff to determine e
nvironmental permitting constraints and develop appropriate avoidance and minimization measures that will be incorporated into project design.

Task 4: Field Investigations
Task 4.1 Geotechnical Investigation: One (1) geotechnical boring will be completed at each of the nine (9) selected sites of the full capture systems. The boring will be advanced at least 5’ below the bottom of the proposed device to a maximum depth of 40 feet. This task includes required local drilling permits and bore hole backfilling per local standards. Based on preliminary locations, no-fee encroachment permits and traffic control are included in this scope. This assumes one site is located in a city easement on County flood control ROW, two sites in a City easement on private property, and six sites located in City ROW. Geotechnical design recommendations will be provided, including bedding, anchoring, and backfilling the device, as well as recommendations for temporary shoring. The geotechnical investigation report will include a description of site soils and regional geology. Private underground utility locating will be performed prior to geotechnical boring. This includes soil cuttings environmental testing and disposal if non-hazardous.

Task 4.2 Topographic Survey and Boundary Research: A topographic survey will be conducted at each of the nine (9) project sites to determine ground surface information. Manholes will be dipped, and wet and dry utilities will be mapped based on research requests and USA markings. Utility research will be performed, local agencies will be coordinated with to confirm available utility information to be included in the base map. Property line research will be performed, resulting in establishment of right-of-way and easement information will be shown on the topographic survey.

This scope does not include title reports or title review. Topographic survey will be performed on a known datum.

Task 4.3 Utility Locating: USA utility locating will be performed at each of the nine project sites prior to topographic survey. This scope includes an allowance for a total of 4 potholes to determine exact location, depth and size; with a summary report. Potholes are assumed to be per the table below:

Location 115-2 Southfront 1 pothole
Location 533 Southfront 1 pothole
Location 517 Southfront 2 potholes

This includes pothole backfilling per local standards. This includes traffic control and no-fee encroachment permits; including three sites in city ROW. This scope excludes private underground utility locating, available as necessary for additional fee.

Task 4.4 Coordination with City Public Works: Coordinate with City Public Works staff to identify potential conflicts with proposed devices and their locations.

Deliverables:
• Topographic ground survey in CAD and PDF format
• Boundary Research and property line delineation based on research in CAD and PDF format • Utility research results and coordination letters
• Traffic control plans and encroachment permits for geotechnical borings and potholing (assumes no- fee permits)
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• G eotechnical Investigation report including boring logs • Potholing report
Assumptions and Exclusions:
• Does not include a boundary survey.
• Excludes shoring design, which is assumed to be completed by the contractor. Shoring recommendations and specifications are included in this scope. • Assumes the site will be on publicly owned property, property acquisition excluded. • Environmental sampling of soils excluded, beyond that which is required for cuttings disposal.

Task 5: Project Design Report
Schaaf & Wheeler will evaluate program needs and prepare schematic and design development plans and cost estimates and include in a project design report. Schaaf & Wheeler will incorporate City comments from the Draft Project Design Report into the Final Project Design Report.

Deliverables:
• Draft project design report
• Final project design report
Task 6: Design Drawings
Task 6.1 60% Design: A site visit will be conducted at the nine selected locations after the topographic survey and right of way research to review the location for utility conflicts, drainage, dewatering and/or access for maintenance, accessibility, and constructability. Design plans will be developed on titleblock provided by the City. This will include the topographic survey. A technical specification outline will be developed following City CSI standards. A construction cost estimate will be developed, including O&M and lifecycle estimate. This scope includes coordination with device manufacturers for device type and site-specific design.

A schedule of materials with long lead items will be provided, including inspection requirements, testing requirements, required spare parts, manuals and potential special training. Ww will provide any special contractor qualifications. We will provide City with an estimate of how City comments on design submittals will impact construction impacts. Then if directed by City, incorporate or address City’s comments for each design submittal including City’s formal conditions of approval for project. We will provide a list of any sole source items and respective vendors.

We will coordinate with Caltrans for permits required for construction access at the Isabel Site.

The following construction sheets will be included:
• Title Sheet
• Notes
• Plan and Profile for each of nine sites
• Construction details
• Erosion Control
• Traffic Control
• Surface Rehabilitation
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will be incorporated as well as potholing data. This includes development of 90% specifications and s
chedule of bid items with quantities per City standard and template from previous work. The cost estimate will be updated. Includes review of the design by geotechnical engineer.

Task 6.4. Bid Set: Final bid set will be developed, incorporating all comments on the 90% set.

Deliverables
• One (1) site visit with City to each of nine (9) locations • 60% & 90% Design documents (CAD, PDF, word, excel)
• Stamped and Signed Bid Documents in electronic format Task 7: Bid Support
Task 7.1 Pre-Bid Meeting: Schaaf & Wheeler will attend a pre-bid meeting. This includes compiling meeting minutes.

Task 7.2 RFI’s and Addenda: Schaaf & Wheeler will review and respond to contractor RFIs. Scope includes two (2) plan addenda packages.

Task 7.3 Construction Bid Review: Scope assumes the review of construction bids and recommendation to the City.

Deliverables
• Pre-bid meeting minutes
• Bid RFI written responses
• Two (2) plan addenda
Task 8: Construction Support
Task 8.1 Meetings: Scope incudes nine on-site visits
Task 8.2 RFIs, Submittals and Change Orders: Schaaf & Wheeler will respond to RFI’s, review submittals and change orders. This scope assumes 9 RIF’s, 18 submittals and 2 change orders. We will track and respond to each of the above. We will assist with review of the Contractor’s initial construction schedule and critical path items. We will assist in the inspection for specialty work and in establishing procedures for testing and inspections.

Task 8.3 Construction Monitoring and Reporting: SBI will provide qualified biologists to conduct construction monitoring at trash capture device locations that will occur within 100 feet of a stream channel. Based on desktop evaluations of the nine (9) locations provided, it is anticipated 3-4 locations may require monitoring services.

Given the complexity of monitoring at each site is not currently known, SBI is proposing a scope of up to 30 days of monitoring, assuming up to 10-hour days with travel. This includes time to complete preconstruction surveys, daily and monthly reporting.

Task 8.4 Punch List Walk: Schaaf & Wheeler will walk the post-project sites and produce a “punch list” of items for the Contractor to complete.

Deliverables
• Nine (9) site visits
• Written responses to RFI’s
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• S tamped submittals
• Written responses to Change Orders
• Punch List
Task 9: Project Close Out
We shall assist in project closeout including but not limited to the following tasks:
• Prepare as-built (record) drawings in AutoCAD format. • Prepare a lessons learned and recommended improvements. • Update all project documents.
• Transfer all project files including electronic CAD files to the City.

Deliverables
• Record Drawings (As-builts)
• Lessons learned
• Electronic transmit of all project files
Assumptions and Exclusions:
• Excludes development of a SWPPP. Assumed to be included as a front-end specification requirement for the contractor.
• Excludes post construction water quality treatment per Section C.3 as it is assumed not to be needed • Excludes development of the front-end specification which is assumed to be completed by the City except for the schedule of bid items.
• Assumes the City will be responsible for coordinating any necessary utility relocation • Assumes the City will coordinate with private land owners for access for site investigations for location 112-2 Isabel and location 165 Arroyo Seco
• Assumes the devices and diversion structures will be pre-cast and no structural engineering consultant services are needed
• All work will occur outside of the top of bank of the creek.

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64 Principal Project
Manager - QC
Principal Project
Manager - Caitlin
Assistant Engineer
CAD Technician
Hourly Rate $275 $275 $195 $160
Task 1 Project Management 24 54 6 0 22,620 $ - $ - $ 6,600 $ - $ 660 $ 29,880$ 1 Coordination & Project Management (24 mo) 24 48 19,800$ 6,600 $ 660 $ 27,060$ 2 Three (3) Progress Meetings 6 6 2,820$ - $ 2,820$ Task 2 Hydraulic Design Report & County Coord. 13 79 214 0 67,030 $ - $ - $ - $ - $ - $ 67,030$ 1 Site Visits 16 16 7,520$ - $ 7,520$
2 Hydrologic and Hydraulic Calculations 9 36 144 40,455$ - $ 40,455$ 3 Draft Hydraulic Design Report 2 18 36 12,520$ - $ 12,520$ 4 Final Hydraulic Design Report 2 9 18 6,535$ - $ 6,535$ Task 3 Environmental Review 0 9 0 0 2,475 $ - $ - $ 4,680 $ - $ 468 $ 7,623$ 1 Env. Site Visits and Review of Plans 9 2,475$ 4,680$ 468$ 7,623$ Task 4 Field Investigations 0 12 27 0 8,565 $ 99,900 $ 62,500 $ - $ 15,000 $ 17,740 $ 203,705$ 1 Geotechnical Investigations 4 9 2,855$ 62,500 $ 6,250 $ 71,605$ 2 Topographic Surveys and Boundary Research 4 9 2,855$ 83,700 $ 8,370 $ 94,925$ 3 Utility Research, Locating and Potholing 4 9 2,855$ 16,200 $ 15,000 $ 3,120 $ 37,175$ Task 5 Project Design Report 4 12 40 0 12,200 $ - $ - $ - $ - $ - $ 12,200$ 1 Draft Project Design Report 4 8 24 7,980$ -$ 7,980$ 2 Final Project Design Report 4 16 4,220$ -$ 4,220$ Task 6 Design Development 27 162 396 684 238,635 $ - $ 7,000 $ - $ - $ 700 $ 246,335$ 1 60% Design Documents 9 72 180 360 114,975 $ - $ 1 14,975$ 2 90% Design Documents 9 54 144 216 79,965 $ 7,000 $ 700 $ 87,665$ 3 Bid Plans, Estimate and Specifications 9 36 72 108 43,695 $ - $ 43,695$ Task 7 Bid Support 4 21 49 27 20,750 $ - $ - $ - $ - $ - $ 20,750$ 1 Pre-Bid Meeting 4 4 1,880$ - $ 1,880$
2 RFI's and Addenda (2) 9 45 27 15,570 $ - $ 15,570$ 3 Review construction bids 4 8 3,300$ - $ 3,300$ Task 8 Construction Support 9 62 85 18 38,980 $ - $ - $ 38,680 $ - $ 3,868 $ 81,528$ 1 Meetings (9) 9 9 4,230$ - $ 4,230$
2 RFIs, Submittals, Change Orders 9 40 58 18 27,665 $ - $ 27,665$ 3 Construction Monitoring and Reporting 9 2,475$ 38,680 $ 3,868 $ 45,023$ 4 Punch List 4 18 4,610$ - $ 4,610$
Task 9 Project Closeout 1 12 17 36 12,650 $ - $ - $ - $ - $ - $ 12,650$ 1 As-Builts 1 4 9 36 8,890 $ - $ 8,890$
2 Lessons Learned 8 2,200$ - $ 2,200$
3 Document Transfer 8 1,560$ - $ 1,560$
82 423 834 765 $423,905 $99,900 $69,500 $49,960 $15,000 $23,436 681,701 $ Preston (Potholing)
Swaim Biological
City of Livermore
Trash Capture Device Design '23-'25
Fee October 27, 2023
Task
Subsonsultant Markup (10%)
Kier & Wright
(Surveyors)
TOTAL
Total
Schedule of Hours and Rates by Task
Schaaf & Wheeler
Schaaf & Wheeler Subtotal
Rockridge
(Geotechnical Engineers)
DocuSign Envelope ID: D5D3637C-56C4-4A70-A6B4-A0CF056C58E0

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65 ID Task Name Duration Start Finish
1 NTP 0 days Mon 12/4/23Mon 12/4/23
2 Project Management 24 mons Mon 12/4/23Fri 10/3/25
3 Kickoff Meeting 0 days Mon 12/4/23Mon 12/4/23
4 Design Meetign 0 days Fri 2/9/24 Fri 2/9/24
5 Design Meeting 0 days Fri 8/9/24 Fri 8/9/24
6 Design Meeting 0 days Fri 10/4/24 Fri 10/4/24
7 Site Visits 2 wks Mon 12/4/23Fri 12/15/23
8 H&H Calculations 4 wks Mon 12/18/23Fri 1/12/24
9 Manufacturer Coordination 2 wks Mon 1/15/24Fri 1/26/24 10 Draft Design Report 2 wks Mon 1/29/24Fri 2/9/24
11 City Review 2 wks Mon 2/12/24Fri 2/23/24
12 County Review 4 wks Mon 2/26/24Fri 3/22/24
13 County Meeting 0 days Fri 3/22/24 Fri 3/22/24
14 Final Design Report 2 wks Mon 3/25/24Fri 4/5/24
15 Geotechnical Investigations 8 wks Mon 3/25/24Fri 5/17/24 16 Utility Research 6 wks Mon 3/25/24Fri 5/3/24
17 Utility Potholing 4 wks Mon 5/6/24 Fri 5/31/24
18 Topographic Survey 4 wks Mon 6/3/24 Fri 6/28/24
19 60% Design Documents 6 wks Mon 7/1/24 Fri 8/9/24
20 City Review 2 wks Mon 8/12/24Fri 8/23/24
21 County Review 8 wks Mon 8/12/24Fri 10/4/24
22 Environmental Review 2 wks Mon 8/12/24Fri 8/23/24
23 90% Design Documents 6 wks Mon 8/26/24Fri 10/4/24
24 City Review 2 wks Mon 10/7/24Fri 10/18/24
25 Prepare CEQA CatEx 2 wks Mon 10/7/24Fri 10/18/24
26 Bid Documents 4 wks Mon 10/21/24Fri 11/15/24
27 Advertise and Bid 3 mons Mon 11/18/24Fri 2/7/25
28 Contracting 1 mon Mon 2/10/25Fri 3/7/25
29 Construction 6 mons Mon 3/10/25Fri 8/22/25
30 As-Builts 1 mon Mon 8/25/25Fri 9/19/25
12/4
12/4
2/9
8/9
10/4
3/22
Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Qtr 1, 2024 Qtr 2, 2024 Qtr 3, 2024 Qtr 4, 2024 Qtr 1, 2025 Qtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Livermore Large Trash Capture 23'-25'

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66 EXHIBIT B

INSURANCE REQUIREMENTS

Minimum Scope and Limits of Insurance
Consultant/Contractor shall maintain limits no less than:

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability:
$2 ,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. A waiver of subrogation is required for Workers’ Compensation insurance. If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability”.

4. Professional Liability/Errors and Omissions:
$2,000,000 per claim. Consultant/Contractor warrants that any retroactive date under this policy shall precede the effective date of this contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed.

Deductibles and Self-Insured Retention
All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or the City of Livermore. The City of Livermore reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:

VII and accepted to do business in the State of California, unless otherwise acceptable to the City of Livermore.

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Livermore, its officers, officials, employees, and designated DocuSign Envelope ID: D5D3637C-56C4-4A70-A6B4-A0CF056C58E0

EXHIBIT A

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67 volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant/Contractor; or automobiles owned, leased, hired or borrowed by the Consultant/Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

2. The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. The additional insured coverage under the Consultant’s/Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as ISO Form CG 20 10 04 13. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

3. Any failure to comply with reporting or other provisions of the policy, including breaches of warranties, shall not affect coverage provided to the City of Livermore, its officers, officials, employees, or volunteers.

4. The Consultant’s/Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party before expiration of the policy unless notice is delivered in accordance with policy provisions.

6. It shall be a requirement under this agreement that any available insurance proceeds broader than, or in excess of, the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured; whichever is greater.

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550

Verification of Coverage
Consultant/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.

DocuSign Envelope ID: D5D3637C-56C4-4A70-A6B4-A0CF056C58E0

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68 CITY COUNCIL STAFF REPORT
ITEM NO. 5.4

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing a supplemental appropriation in the amount of $50,000 in FY 2023-24 and awarding an agreement with GradeTech, Inc. in an amount not-to-exceed $394,216, for a duration not-to-exceed 60 working days, for the construction of the Montage Trail Connection to Collier Canyon Road Project 2019-44.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution for the Montage Trail Connection to Collier Canyon Road Project 2019-44:
1 .

Authorizing a supplemental appropriation of Fund 651 (Gas Tax – SB1) in the amount of $50,000 in FY 2023-24;
2 .

Awarding a construction contract to GradeTech, Inc. in an amount not-to-exceed $394,216, and authorizing the City Manager to sign the agreement attached as Exhibit A to the resolution; 3 .

Rejecting all other bids or proposals; and
4 .

Authorizing the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution including approving minor changes to the proposed agreement.

SUMMARY
The Montage Trail Connection to Collier Canyon Road Project consists of trail improvements to connect the west end of the existing Montage Trail to Collier Canyon Road, which includes installation of new paved off-road asphalt concrete and on-road concrete trail, sidewalk, curb and gutter, curb ramps and replacement of existing curb ramps to comply with current Americans with Disabilities Act regulations, new landscaping, and traffic lane striping and signage, crosswalks, buffered bike lanes and other auxiliary work. The project is located on Collier Canyon Road and Las Positas College’s Campus Loop Road, as shown in Attachment 1 – Location Map.

Four bids were received for this project on November 14, 2023. Staff recommends the City Council award and authorize a construction contract with GradeTech, Inc., the lowest responsible and responsive bidder, and authorize the City Manager to sign the agreement. 69 DISCUSSION
The Montage Trail is identified in the City’s Active Transportation Plan and a portion of the trail was constructed as part of the Shea Homes Montage development. The existing trail provides a path running east-west from Campus Hill Drive and ends east of Collier Canyon Creek. The project will connect the west end of the current trail to Collier Canyon Road, which will close the gap in the trail system, provide a continuous paved path, and improve safety for pedestrians and bicyclists.

The project benefits the City, the Las Positas Community College (College) students and staff, and residents in the area. A portion of the trail will be located on College property and the City has entered into an agreement with the College for construction of the trail.

Staff advertised the project in October 2023 and four bids were received on November 14, 2023. The lowest responsible and responsive bidder was GradeTech, Inc. GradeTech, Inc. has performed similar work for the City in a satisfactory manner and complied with the contract documents. The following is a list of the bids received and the Engineer’s Estimate for the project.

Bid Results for Montage Trail Connection to Collier Canyon Road, Project No. 2019-44 Contractor
Location
Bid Amount
GradeTech, Inc.

Livermore, CA
$394,216
Franco Engineering, Inc.

Tracy, CA
$480,511
Kerex Engineering, Inc.

Martinez, CA
$549,504
FBD Vanguard Construction, Inc.

Livermore, CA
$550,225
Engineer’s Estimate

$350,000

In accordance with Livermore Municipal Code Section 2.68.560 Modification of Public Works Contracts, the City Manager may authorize change orders or amendments up to a cumulative amount not exceeding $50,000 or 10 percent of the overall contract price, whichever is greater.

FISCAL AND ADMINISTRATIVE IMPACTS

Funding for the Montage Trail Connection to Collier Canyon Road Project 2019-44 is included in the FY 2023-28 Capital Improvement Plan with a total FY 2023-25 budget of $550,000, with $325,000 in Fund 651 (Gas Tax – SB1) and $225,000 in Fund 687 (Measure BB – Bike and Pedestrian). The construction contract award amount is $394,216. Funding for this agreement, and all other project costs such as change order allowances, design, inspection, materials testing, construction management and project management is estimated at $600,000. A supplemental appropriation of $50,000 in Fund 651 (Gas Tax – SB1) is needed in FY 2023-24 to complete the project.

Funding Sources for Montage Trail Connection to Collier Canyon Road, Project No. 2019-44 Fund No.

Fund Name
Current
Supplemental
Appropriation
Proposed
Current
Total
FY 2023-24
FY 2023-24
FY 2023-24
FY 2024-25
FY 2023-25
651
Gas Tax -
SB1
$225,000
$50,000
$275,000
$100,000
$375,000
70 687
Measure BB -
Bike/Ped
$225,000
$0
$225,000
$0
$225,000
Total

$450,000
$50,000
$500,000
$100,000
$600,000

Annual Operations and Maintenance cost is estimated at $1,200 and will be funded by the Shea Montage LMD #859.

COMMUNITY PILLAR

1: A Safe Community That Thrives

GOAL

10: Work to maintain a safe and efficient local transportation network and address safety concerns.

GUIDING DOCUMENT

Active Transportation Plan

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Agreement

Prepared by: Leon Taing
Associate Civil Engineer

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING A SUPPLEMENTAL APPROPRIATION
OF FUND 651 (GAS TAX – SB1) IN THE AMOUNT OF $50,000 IN FY 2023- 24 AND AWARDING AN AGREEMENT WITH GRADETECH, INC. IN AN AMOUNT NOT-TO-EXCEED $394,216, FOR A DURATION NOT-TO-
EXCEED 60 WORKING DAYS, FOR THE CONSTRUCTION OF THE

MONTAGE TRAIL CONNECTION TO COLLIER CANYON ROAD
(Montage Trail Connection to Collier Canyon Road, Project No. 2019-44) The Montage Trail Connection to Collier Canyon Road Project is located on Collier Canyon Road and Las Positas College’s Campus Loop Road and will consist of trail improvements to connect the west end of the existing Montage Trail to Collier Canyon Road, which includes installation of new paved off-road asphalt concrete and on-road concrete trail, sidewalk, curb and gutter, curb ramps and replacement of existing curb ramps to comply with current Americans with Disabilities Act regulations, new landscaping, and traffic lane striping and signage, crosswalks, buffered bike lanes and other auxiliary work.

A supplemental appropriation of $50,000 in Fund 651 (Gas Tax – SB1) is needed in FY 2023-24 to complete the project.

Four bids for the Montage Trail Connection to Collier Canyon Road Project were received on November 14, 2023.

After a thorough review of all bid submittals by the four bidders, staff recommends the City Council award and authorize a construction contract with GradeTech, Inc., which has been determined to be the lowest responsible and responsive bidder and authorize the City Manager to sign the agreement.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby:

1. Authorizes a supplemental appropriation of Fund 651 (Gas Tax – SB1) in the amount of $50,000 in FY 2023-24;

2. Awards the construction contract to GradeTech, Inc. in an amount not-to- exceed $394,216 for the Montage Trail Connection to Collier Canyon Road, Project No. 2019-44, and authorizes the City Manager to sign the agreement, attached hereto as Exhibit A; and

3. Rejects all other bids or proposals; and
73 RESOLUTION NO.

4. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed agreement.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed and adopted on January 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
Acting City Clerk Assistant City Attorney
Exhibit A – Construction Agreement with GradeTech, Inc. 74 EXHIBIT A

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75 EXHIBIT A

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76 EXHIBIT A

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77 EXHIBIT A

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78 EXHIBIT A

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79 EXHIBIT A

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80 EXHIBIT A

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81 CITY COUNCIL STAFF REPORT
ITEM NO. 5.5

DATE:

January 22, 2024
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing execution of an Affordable Housing Loan Agreement, Affordable Housing Regulatory Agreement, and Declaration of Restrictive Covenants and related documents with Tri-Valley REACH, Inc. for rehabilitation of an affordable shared home located at 772 Camden Common.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution:
1 .

Authorizing a loan to Tri-Valley REACH, Inc. in the amount of $116,796 from State Permanent Local Housing Allocation (PLHA) to assist with the rehabilitation of 772 Camden Common; and 2 .

SUMMARY
On November 14, 2022, the City Council authorized the submission of an application to the State of California Housing and Community Development Department’s Permanent Local Housing Allocation (PLHA) Program and adopted an amended 5-year plan for the use of its PLHA funds which included shared housing rehabilitation and expansion projects.

In June of 2023, the City assisted Tri-Valley REACH, Inc. with the acquisition of a townhouse unit located at 772 Camden Common for the purposes of providing affordable, shared housing for individuals with developmental disabilities. Now, Tri-Valley REACH, Inc. (REACH) has submitted a request to the City for a $116,796 rehabilitation loan to renovate and expand the capacity of the unit by converting a den in the unit to a bedroom for an additional tenant at the property. The proposed loan would be repaid to the City over 55 years on a residual receipts basis where payments are made from revenues generated only after all operating and mortgage expenses are paid on the property.

82 Staff recommends the City Council authorize the loan to REACH using the City’s PLHA funds and authorize the City Manager to execute the Affordable Housing Loan Agreement, Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants, and all related documents described in those agreements.

DISCUSSION
The City of Livermore has partnered with Tri-Valley REACH, Inc. (REACH) on multiple projects to expand affordable housing opportunities for very low-income people with developmental disabilities in Livermore. REACH currently manages five supported group homes for developmentally disabled people in Livermore and six similar homes in Pleasanton. Through REACH, residents can live independently, work, and volunteer in their communities. These projects help address the City’s special needs housing goals in the Housing Element of the City’s General Plan by expanding affordable housing and independent living opportunities for very low-income households with disabilities.

On November 23, 2020, the City Council adopted a resolution authorizing the submission of an application to the State of California Housing and Community Development Department’s Permanent Local Housing Allocation (PLHA) Program. PLHA funding is a non-competitive block grant program designed to provide direct assistance to communities to create plans to help support and increase the local housing stock. The City has adopted a 5-year plan for the use of its PLHA funds and has allocated funding for shared housing rehabilitation and expansion projects.

In June of 2023, the City helped Tri-Valley REACH, Inc. acquire the 772 Camden Common property for affordable, shared supportive housing for extremely low-income persons with disabilities. The three- bedroom condominium requires rehabilitation and expansion to accommodate an additional person through the conversion of the den into a fourth bedroom. Because REACH serves individuals who are only able to afford extremely low rents, the project does not have the ability to finance the rehabilitation through a traditional mortgage loan. REACH is requesting the City’s assistance with this project through a rehabilitation loan of $116,796 that will be funded through the PLHA shared housing rehabilitation program.

If approved, the loan would be evidenced through an Affordable Housing Loan Agreement and Promissory Note, secured by a Deed of Trust. Under the proposed loan terms, the loan repayment is to be made on a residual receipts basis from any revenues remaining only after all operating expenses are paid on the property. The City typically provides this kind of “soft” payment financing to affordable housing providers providing deeply affordable housing units to populations with extremely low incomes, such as people with developmental disabilities.

As a condition of receiving the City’s loan funds, REACH will enter into an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (Regulatory Agreement) for the property. The Regulatory Agreement outlines repayment, affordable rent, tenant income, maximum occupancy, and property management requirements by which REACH must abide for the fifty-five (55) year loan term. As the property owner, REACH oversees the physical conditions of the house and has a rental agreement with an independent organization, HCEB (Housing Consortium of the East Bay), which will operate the group home and will be responsible for providing services and housing to Camden Common's very low- income and special needs residents.

Staff recommends the City Council authorize a $116,796 rehabilitation loan to REACH for the 772 83 Camden Common property and authorize the City Manager to execute the Affordable Housing Loan Agreement, Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants, and all related documents described in those agreements.

FISCAL AND ADMINISTRATIVE IMPACTS

State of California Permanent Local Housing Allocation funds (Fund 605), which were appropriated through the FY 2023-24 budget update, will provide funding for the loan. Interest will accrue on the City’s loan at three percent (3%) simple interest annually for twenty (20) years, with annual payments required from residual receipts, as previously described, which is any remaining cash available after payment of all annual operating expenses.

COMMUNITY PILLAR

1: A Safe Community that Thrives.

GOAL

8: Expand and improve access to human services.

ATTACHMENTS

1. Resolution

2. Exhibit A - Affordable Loan Agreement

3. Exhibit B - Affordable Housing Regulatory Agreement

Prepared by: Natalia Gilina
Housing Administrative Technician

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AFFORDABLE HOUSING

LOAN AGREEMENT, AFFORDABLE HOUSING REGULATORY AGREEMENT, AND

DECLARATION OF RESTRICTIVE COVENANTS AND RELATED DOCUMENTS BETWEEN THE CITY OF LIVERMORE AND TRI-VALLEY REACH, INC. FOR

REHABILITATION OF AN AFFORDABLE SHARED HOME LOCATED AT
772 CAMDEN COMMON
The State of California Housing and Community Development Department is authorized to provide up to $195 million under the SB 2 Permanent Local Housing Allocation Program Formula Component from the Building Homes and Jobs Trust Fund for assistance to Cities and Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)).

The State of California (the “State”), Department of Housing and Community Development (“Department”) issued a Notice of Funding Availability (“NOFA”) dated February 26, 2020, under the Permanent Local Housing Allocation (“PLHA”) Program.

On November 23, 2020, the Livermore City Council approved the submission of an application to the State PLHA Program as well as the PLHA Five Year Plan for funding allocation years 2019-2023.

The City of Livermore (“City”) operates a Supportive Shared Housing Rehabilitation and Expansion Program (the “Program”) pursuant to which the City provides low-interest loans for the rehabilitation and expansion of residential projects that provide shared housing with supportive services for extremely low-income tenants.

The Program is funded with funds provided through the State PLHA Program.

As part of the PLHA Shared Housing Rehabilitation and Expansion Program, the City intends to continue to support the rehabilitation of income-restricted properties that provide housing for people with disabilities. In response to a request from the City, Tri- Valley REACH, Inc. submitted a proposal to receive a $116,796 loan from the Program to rehabilitate the Camden Common home located at 772 Camden Common (the “Property”).

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby:

1. Authorizes a loan to Tri-Valley REACH, Inc. in the amount of $116,796 from State Permanent Local Housing Allocation to assist with the rehabilitation and expansion of the Property located at 772 Camden Common; and

2. Authorizes the City Manager, or her designee, to execute the Affordable Housing Loan Agreement, attached hereto as Exhibit A, the Affordable Housing 85 RESOLUTION NO. 5
Regulatory Agreement, attached hereto as Exhibit B, between the City of Livermore and Tri-Valley REACH, Inc., and all other related documents authorized and described in those agreements.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on January 22, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN:

ATTEST:

COUNCIL MEMBERS:

APPROVED AS TO FORM:
/s/ Katherine Mirassou
Deborah L. Elam Katherine Mirassou
Acting City Clerk Deputy City Attorney
Exhibit A – Affordable Housing Loan Agreement
Exhibit B – Affordable Housing Regulatory Agreement
86 AFFO

RDABLE HOUSING LOAN AGREEMENT
Support
ive Shared Housing Rehabilitation and Expansion PLHA Program THIS
AFFORDABLE HOUSING LOAN AGREEMENT (this “Agreement”) is entered into effective as of ____________, 20__ (“Effective Date”) by and between the City of Livermore, a municipal corporation (“City”) and Tri-Valley REACH, Inc., a California nonprofit public benefit corporation, (“Borrower”). The City and the Borrower are collectively referred to herein as the “Parties.”
RECIT
ALS
A. Borrower is the owner of that certain residential property located at 772 Camden Common, in the City of Livermore, California, commonly known as Alameda County Assessor's Parcel Number 99-1388-42, as more particularly described in Exhibit A attached hereto, the “Property.”
B. The
City operates a Supportive Shared Housing Rehabilitation and Expansion Program (the “Program”) pursuant to which the City provides low-interest loans for the rehabilitation and expansion of residential projects that provide shared housing with supportive services for extremely low-income tenants.

C. Grant funding by the State of California Department of Housing and Community Development (“HCD”) from the Permanent Local Housing Allocation Program administered by HCD (the “PLHA Program”) has been awarded to the Program. The grant funds awarded by HCD with respect to the Program pursuant to the PLHA Program are referred to herein as the “HCD Funds.”
D. The
Borrower expressed an interest, and the City has determined that the Borrower’s proposal meets the requirements of the PLHA Program, and upon satisfaction of the conditions precedent and subject to the terms and conditions set forth in this Agreement, City has agreed to provide a loan to Borrower to be used for the purposes set forth herein.

Concurrently with the closing of the Loan, among other documents, Borrower will execute a secured Promissory Note to evidence Borrower’s obligation to repay the Loan, a Deed of Trust that will provide City with a security interest in the Property, and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants that will restrict rents and occupancy of the Property to eligible extremely low-income tenants for a term of not less than fifty-five (55) years.

NO
W, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

EXHIBIT A
87 ARTICLE I
DEFINITIONS; EXHIBITS; REPRESENTATIONS; EFFECTIVE DATE

1.1 Incorpor ation of Recitals. The Parties acknowledge the truth of the foregoing Recitals which by this reference are incorporated into this Agreement.

1.2 Definitions. The f ollowing terms shall have the meanings set forth below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement.
“Affordable Rent” is defined in the Regulatory Agreement. “Applicable La ws” is defined in Section 4.15.
“Area Median I ncome” is defined in the Regulatory Agreement. “Borrower” means Tri-Valley REACH, Inc., a California nonprofit public benefit corporation.
“City” means the City of Livermore, California, a municipal corporation. “City Council” means the City Council of the City of Livermore, California.
“City Documents” means collectively, this Agreement, the Note, the Deed of Trust, and the Regulatory Agreement.
“City’s Authorized Representative” means the City Manager of the City of Livermore, or his or her designee.
“Claims” liabilities, losses, costs, expenses (including without limitation attorneys’ fees and costs of litigation), claims, demands, actions, suits, judicial or administrative proceedings, penalties, deficiencies, fines, orders, and damages, including without limitation, Claims arising from any injury, death, illness, property damage, or loss of property.
“Closing Date” or “Close of Escrow” shall be the date that escrow closes for the Loan, or if no escrow has been opened, shall be the date the Loan is originated and the date of the Note.
“Conditi
ons of Approval” is defined in Section 4.4.
“Construction Plans” is defined in Section 4.6.
“Deed of Trust” is defined in Section 2.5.
“Eligible Household” is defined in the Regulatory Agreement.

EXHIBIT A
88 “Environmental Laws” is de fined in Section 6.6.2.
“Escrow Agent” is defined i n Section 3.1.
“Financing Plan” is defined in Section 2.3.
“Force Majeure” i s defined in Section 11.2.
“Hazard ous Material” is defined in Section 6.6.1.
“HCD” is defined in Recital C.
“
HCD Funds” is defined in Recital C.
“Improvements” means all improvements located or to be located on the Property.
“Indemnitees” means the City and its elected and appointed officers, officials, employees, agents, consultants, and contractors. “Lender’s Title Policy” is defined in Section 3.4.
“Loan” is defined in Section 2.1.
“Loan Proceeds” is defined in Section 2.1.
“Note” is defined in Section 2.1.
“Official Records” means the Official Records of Alameda County. “Project” means the Improvements as currently existing and as improved pursuant to completion of the Scope of Work.
“Property” i s defined in Recital A and described in Exhibit A. “Regulatory Agreement” i s defined in Section 2.5.
“Scope of Work” is defined in Section 2.2 and de scribed in Exhibit B. “Title Company” is defined in Section 3.1.
“Transfer” is defined in Se ction 7.2.

1.3 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A L
egal Description of the Property
B Scope of Work and Budget
C Form of Note

EXHIBIT A
89 D Form of Deed of Trust
E Form of Regulatory Agreem ent
F Financing Plan
G Insurance Requirements

1.4 B orrower’s Representations. Borrower represents and warrants to City as follows, and Borrower covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1.4 to be untrue, Borrower shall immediately give written notice of such fact or condition to City. Borrower acknowledges that City shall rely upon Borrower’s representations made herein notwithstanding any investigation made by or on behalf of City. Borrower hereby represents, warrants, and covenants that the following are true and correct as of the Effective Date, and shall be true and correct as of the Closing Date. (a) Organization . Borrower is a nonprofit public benefit corporation, duly organized and in good standing under the laws of the State of California and tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. (b) Authority of B orrower. Borrower has full power and authority to execute, deliver, and perform all of Borrower’s obligations under this Agreement and all other City Documents.
(c) Authority of Pe
rsons Executing Documents. This Agreement and all other City Documents, have been or will be executed and delivered, by persons who are duly authorized to execute and deliver the same for and on behalf of Borrower, and all actions required under Borrower’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other City Documents, have been duly taken as of the date of execution and delivery of such documents. (d) Valid and Binding Agreements. This Agreement and all other City Documents will when executed and delivered, constitute, legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to laws affecting creditors’ rights and principles of equity.
(e) No Breach
of Law or Agreement. The execution, delivery, and
performance of this Agreement and all other City Documents will not conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Borrower, any provision of Borrower’s organizational documents, or any other agreement to which Borrower is a party. (f) Pending Proceedings. Except as disclosed in writing to the City prior to
execution of this Agreement, Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and, to the best of Borrower’s knowledge, there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Property, at law or in equity, before or by any court, board, commission or agency. Borrower is not the subject of a bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of

EXHIBIT A
90 creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Borrower’s assets has been made.
(g) Ownership of Property; Property Condition. Borrower is the owner of fee title to the Property. The Property is subject to only those liens, encumbrances, and exceptions described in the Title Report for the Property issued by Chicago Title Company and dated as of May 1, 2023. To Borrower’s knowledge there are no Hazardous Materials present in, on, or about the Property other than substances commonly used in connection with the maintenance and operation of residential buildings and appurtenant landscaping. Except as disclosed in writing to City prior to the execution of this Agreement, Borrower has not received any notice from any governmental authority of any threatened or pending violation of governmental regulations concerning the Property that have not previously been corrected.

1.5 Ef
fective Date. The obligations of Borrower and City hereunder shall be effective as of the Effective Date which date is set forth in the preamble to this Agreement.

ARTICLE II
SCO
PE OF WORK; FINANCING PLAN; LOAN TERMS

2.1 L oan. In order to assist in the expansion and improvement of supportive housing available to extremely low-income tenants, upon satisfaction of the conditions precedent set forth in Section 3.4, City agrees to provide to Borrower a loan in the amount of One Hundred Sixteen Thousand and Seven Hundred Ninety Six Dollars ($116,796) (the “Loan”), upon the terms and conditions and for the purposes set forth in this Agreement. Borrower’s obligation to repay the Loan shall be evidenced by a secured promissory note executed by Borrower substantially in the form attached hereto as Exhibit C (the “Note”). Provided that Borrower has complied with all conditions precedent to disbursement of the Loan set forth in Section 3.4, the proceeds of the Loan (“Loan Proceeds”) shall be disbursed pursuant to approved draw requests as described in Section 3.4(n). The Parties agree that City shall disburse the Loan Proceeds only for the purpose of funding Project rehabilitation and construction costs consistent with the Scope of Work.

2.2 Sc
ope of Work; Use of Loan Proceeds. Borrower will use the Loan Proceeds solely to undertake the improvements to the Property described in the attached Exhibit B (the “Scope of Work”) as such may be modified pursuant to Section 4.8 below. Any additional sources of funds to be used for completion of the Scope of Work shall be described in the Financing Plan.

2.3 Fina ncing P lan. Borrower shall submit for City review and approval Borrower’s plan for financing the rehabilitation and operation of the Property (the “Financing Plan”). The Financing Plan shall indicate all sources of funds necessary to pay for completion of the Scope of Work, and shall be accompanied by evidence that all such funds are subject to binding commitments, in form acceptable to City, from Borrower, grantors, and lenders, subject only to commercially reasonable conditions. The Financing Plan shall include development and operating pro formas that set out in detail the cost to complete the Scope of Work and Borrower’s plan for financing the costs of rehabilitation and operation of the Property.

Borrower’s submittal, and City’s approval, of the Financing Plan are conditions to City’s

EXHIBIT A
91 obligation to fund the Loan. The approved Financing Plan shall be attached to this Agreement as Exhibit F. Unless expressly stated otherwise, the terms set forth in the body of this Agreement shall prevail in the event of a conflict between the information set forth in the Financing Plan and the terms set forth in the body of this Agreement.

Propos
ed modifications to the Financing Plan shall be submitted to the City for review and approval. City staff shall promptly review such proposed modifications, and acting through City’s Authorized Representative, the City shall approve such modifications in writing within fifteen (15) business days following receipt provided that the modifications conform to the requirements of this Agreement. If the City does not approve proposed modifications, the City shall set forth its objections in writing and notify Borrower of the reasons for its disapproval.

Borrower shall thereafter submit a revised Financing Plan that addresses the reasons for disapproval.

2.4 Inte
rest Rate, Maturity Date. The outstanding principal balance of the Note will bear interest at a rate equal to three percent (3%) simple annual interest. Annual payments shall be due and payable on a residual receipts basis in accordance with the formula set forth in the Note. The entire outstanding principal balance and interest accrued on the Note shall be payable in full on the date which is the fifty-fifth (55
th) anniversary of the Closing Date.

Notwithstanding the foregoing, the City shall have the right to accelerate the maturity date and declare all sums payable under the Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Borrower Default.

2.5 Security; Affordable Housing Agreement. Repayment of the Note shall be secured by a deed of trust that will be executed by Borrower for the benefit of City substantially in the form attached hereto as Exhibit D and recorded against the Property on the Closing Date (the “Deed of Trust”). The Deed of Trust may be subordinated only to such liens and encumbrances consistent with the approved Financing Plan as City shall approve in writing consistent with Section 8.2. In addition, Borrower and City shall execute an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”) that will be recorded in the Official Records on the Closing Date substantially in the form attached hereto as Exhibit E.

EXHIBIT A
92 2.6 Prepayment; Acceleration.
(a) Prepayment. Borrower shall have the right to prepay the Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Borrower’s obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement.
(b) Due On Transfer or Encumbrance. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer absent the prior written consent of City of all or any part of or interest in the Property or the Improvements except as otherwise permitted pursuant to this Agreement.

The City shall have the right to accelerate the Maturity Date and declare all sums payable under the Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Borrower Default.

2.7 Nonrecourse Obligation. The
Loan will be nonrecourse to Borrower subject to
the limitations set forth in the Note.

ARTI

CLE III

ESCROW; CONDITIONS PRECEDENT TO CLOSING LOAN FUNDING

3.1 Es
crow. City and Borrower shall open escrow at the office of Chicago Title Company located at 1676 N. California Ste 117 Walnut Creek, California, or such other title company as the Parties may agree upon (“Escrow Agent” or “Title Company”) in order to consummate the closing of escrow for the Loan.

3.2 Costs of Closing and Escrow. Borrower shall p
ay all recording fees, escrow fees
and closing costs incurred in connection with the Loan. Borrower shall pay for the cost of any lender’s policy of title insurance that City elects to acquire in connection with the transactions contemplated hereby. City and Borrower shall provide Escrow Agent with a copy of this Agreement, which together with such supplemental instructions as City or Borrower may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Borrower, shall serve as escrow instructions for the Closing.

3.3 Depos its in
to Escrow; Closing. The Closing Date shall be a date that is mutually acceptable to the Parties, and which shall occur within thirty (30) days following the Borrower’s satisfaction or City’s waiver of all conditions precedent to Closing as set forth in Section 3.4.

Prior to the Close of Escrow, Borrower shall deposit into escrow (or deliver to City) originals of the City Documents, executed and acknowledged as applicable, Borrower’s share of closing costs, and such additional duly executed instruments and documents as the Escrow Agent may reasonably require. Provided that all conditions precedent to Close of Escrow have been satisfied or waived, City shall deposit into escrow executed copies of the City Documents to

EXHIBIT A
93 which City is a party, and such additional duly executed instruments and documents as the Escrow Agent may reasonably require. On the Closing Date, the Escrow Agent shall cause the Regulatory Agreement and the Deed of Trust to be recorded in the Official Records in that order.

3.4 Cit
y’s Conditions to Closing and Loan Disbursement. City’s obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of all of the requirements set forth in this Section 3.4, unless any such condition is waived in writing by the City’s Authorized Representative.

(a)
No Default. There shall exist no condition, event or act which would constitute a material breach or default by Borrower under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default.

(b) R
epresentations. All representations and warranties of Borrower contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow.

Borrower shall have delivered to City copies of all of the following, including updated versions of any of the following that have been amended or modified since the date of any prior delivery to City of such documents: (i) a certificate of good standing, certified by the Secretary of State, indicating that Borrower is properly organized and authorized to do business in the State of California; (ii) a copy of Borrower’s articles of incorporation or LLC-1, as applicable, certified by the California Secretary of State; (iii) a copy of Borrower’s bylaws or operating agreement, as applicable, certified by Borrower’s corporate Secretary as accurate, complete, and in full force and effect; (iv) verification of Borrower’s tax-exempt status, if applicable; and (v) a resolution certified by Borrower’s corporate Secretary authorizing Borrower’s execution, delivery, and performance under this Agreement and the other City Documents. (d) Execution, Delivery and Recordation of Documents . B orrower shall have
executed, acknowledged as applicable, and delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation the Note, the Deed of Trust, and the Regulatory Agreement. Concurrently with the Closing, the Regulatory Agreement and the Deed of Trust shall be recorded in the Official Records.
(e) Mechanics’ Liens. B
orrower shall have delivered to City evidence
reasonably satisfactory to City that there are no mechanics’ liens or stop notices related to the Property or the Project, and Borrower shall have provided to City evidence of full waivers or releases of lien clams or evidence that any lien claims have been bonded against, released, or insured against.

(f) Lender’s Title Policy. T
he Title Company shall, upon payment of the
premium therefore, be committed to issue an ALTA Lender’s Policy of Title Insurance for the benefit and protection of City (“Lender’s Title Policy”) in the amount of Loan, insuring that the Deed of Trust and the Regulatory Agreement are recorded subject only to title exceptions and

EXHIBIT A
94 such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing, showing title to the Property vested in Borrower, and containing such endorsements as City may reasonably require, with the cost of such Lender’s Title Policy to be paid by Borrower.

(g) Financing Plan. City shall have approved the Financing Plan, including without limitation, the budget for completion of the rehabilitation and construction work, and the operating budget for the Project.

(
h) Insurance. Borrower shall have provided evidence satisfactory to City that Borrower has obtained insurance coverage meeting the requirements set forth in Exhibit G.

(i) Other Docum ent s. Borrower’s delivery to City, and City approval of such other documents related to the financing of the rehabilitation and operation of the Property as City may reasonably request, including without limitation, social services agreements, and agreements with any agency that will refer Eligible Households for prospective occupancy of the Property.

(j) Evidence of Availability of Funds. Borrower shall have submitted to the City copies of all loan documents for the financing sources identified in the approved Financing Plan, together with evidence reasonably satisfactory to City that (i) all conditions to the release and expenditure of the initial draw of funds from each source described in the approved Financing Plan as a source of construction financing for the Project have been met and that such funds will be available, and (ii) all construction financing (including draws subsequent to the initial draw of funds) will be available upon the satisfaction of the conditions set forth in the construction loan documents. Borrower shall have provided to City copies of all other documents related to development and financing of the Project as City may reasonably request.

Borrower’s construction financing for the Project shall have closed or shall close concurrently with the Close of Escrow.

(k) Permits and Approvals. Bo
rrower shall have obtained all entitlements,
permits, licenses and approvals required for the rehabilitation and operation of the Project, including without limitation, building permits and use permits or shall provide evidence satisfactory to City that receipt of such permits and approvals is subject only to such conditions as City may reasonably approve. A “permit ready” letter indicating that building permits for the Project shall be issued upon payment of applicable fees may serve as satisfactory evidence regarding issuance of the building permit.
(l) Payment of Fees. B orrower shall have paid when due all customary and reasonable fees and charges in connection with the processing of all applicable City permits and approvals.
(m) Construction Plans, Budget and Schedule. Ci ty shall have approved the general contractor, the construction budget and schedule for the Project, the Construction Plans and specifications for the Project, and the construction contract. Borrower shall have delivered an executed copy of the approved construction contract to City.

EXHIBIT A
95 (n) Requisition. Borrower shall have submitted to City a written requisition for disbursement of funds specifying the amount and use of the requested funds, accompanied by copies of third-party invoices, evidence of Borrower’s payment for services rendered in connection with the work (if applicable), and such other documentation as City may reasonably require. If applicable, City shall have approved the work that is the subject of the requisition. (o) Settlement Statement. C ity shall have received and approved Title Company’s settlement statement showing the closing costs and all other amounts due in escrow.

3.5 No Obligation to Disburs e Pr oceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of Loan Proceeds following: (i) the failure of any of Borrower’s representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; or (iii) the occurrence of an Event of Borrower Default under any City Document that remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Borrower Default under any City Document, and that remains uncured as of the date of the requested disbursement.

ARTI
CLE V

REHABILITATION OF THE PROPERTY

4.1 Development Schedule. Bo rrower shall commence rehabilitation of the Project within thirty (30) days following the Closing, and shall diligently prosecute completion of the Scope of Work with completion targeting to be completed within 6 months. Borrower shall use diligent efforts to cause the Scope of Work to be completed such that a final certificate of occupancy or equivalent can be issued by not later than June 30, 2024. Subject to Force Majeure, Borrower’s failure to commence or complete construction of the Project in accordance with the time periods specified in this Section 4.1 shall be an Event of Borrower Default hereunder.

4.2 Cost of Construction. Except as expressly set forth herein, Borrower shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the rehabilitation of the Property. Except as expressly set forth herein, all costs of designing, developing and constructing the Project and compliance with the Conditions of Approval, shall be borne solely by Borrower and shall not be an obligation of the City.

4.3 Project Approvals. Borrower acknowledges that execution of t hi s Agreement by City does not constitute City approval for the purpose of the issuance of building permits, does not limit in any manner the discretion of City in such approval process, and does not relieve Borrower from the obligation to apply for and obtain from City and all other agencies with jurisdiction over the Property, all necessary approvals, entitlements, and permits for the rehabilitation of the Project, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the

EXHIBIT A
96 rehabilitation of the Property (if any) and the approval of the Project in compliance with CEQA and NEPA, if applicable, nor does it limit in any manner the discretion of the City or any other agency in the approval process. Borrower shall not commence work on the Project prior to issuance of building permits required for such work. City staff shall work cooperatively with Borrower to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for the rehabilitation of the Project as contemplated by this Agreement.

4.4 Des
ign Review; Conditions of Approval. Borrower shall submit a Project site plan and design documents, including elevations and schematic drawings consistent with the Scope of Work to City for review and approval. Borrower shall develop the Project in accordance with the terms and conditions of this Agreement and in compliance with the approved site plan and design documents and the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Project or the Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with development of the Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the “Conditions of Approval”).

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

4.6 Construction Plans. Bo rro
wer shall submit to City’s Building Department
detailed construction plans for the Project (the “Construction Plans”). As used herein “Construction Plans” means all construction documents upon which Borrower and Borrower’s contractors shall rely in developing the Property and constructing the Project (including the structures, landscaping, parking, and common areas). The Construction Plans shall be based upon the Scope of Work and upon the approvals issued by the City for the Project, and shall not materially deviate therefrom without the express written consent of City.

4.7 Construction Pursuant to Plans. Borrower shall rehabilitate the Project in accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by the City pertaining to the Project. Borrower shall comply with all directions, rules and regulations of any fire marshal, health officer, building inspector or other officer of every governmental agency having jurisdiction over the Property or the Project. Each element of the work shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All design and construction work on the Project shall be performed by licensed contractors, engineers or architects, as applicable.

EXHIBIT A
97 4.8 Change in Scope of Work . If Borrower desires to make any material change in the approved Scope of Work, Borrower shall submit the proposed change in writing to the City for its written approval, which approval shall not be unreasonably withheld or delayed if the Scope of Work, as modified by any proposed change, conforms to the requirements of this Agreement and any approvals issued by City after the Effective Date. Unless a proposed change is approved by City within thirty (30) days, it shall be deemed rejected. If rejected, the previously approved Scope of Work shall continue to remain in full force and effect. Any change in the Scope of Work required in order to comply with applicable codes shall be deemed approved, so long as such change does not substantially nor materially change the architecture, design, function, use, or amenities of the Project as shown on the latest approved Scope of Work.

4.9 Ri
ghts of Access. For the purpose of ensuring that the construction of the Project is completed in compliance with this Agreement, Borrower shall permit representatives of the City to enter upon the Property during normal business hours following at least 48 hours’ written notice (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided), subject to reasonable safety rules and regulations which may be established by Borrower.

4.10 City
Disclaimer. Borrower acknowledges that the City is under no obligation, and the City neither undertakes nor assumes any responsibility or duty to Borrower or to any third party, to in any manner review, supervise, or inspect the progress of rehabilitation or the operation of the Project. Borrower and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the rehabilitation and operation of the Project. Any review or inspection undertaken by the City is solely for the purpose of determining whether Borrower is properly discharging its obligations under this Agreement, and shall not be relied upon by Borrower or any third party as a warranty or representation by the City as to the quality of the design or construction of the Project or otherwise.

4.11 Def
ects in Plans. The City shall not be responsible to Borrower or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel reasonably approved by City) and hold harmless the Indemnitees from and against all Claims arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement. Borrower’s indemnification obligations pursuant to this Section shall not extend to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees, and are subject to the additional terms set forth in Section 10.3 below.

4.12 Intentionally omitted.

4.13 Equal Opportunity. There shall be no discr im
ination on the basis of race, color,
religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring,

EXHIBIT A
98 firing, promoting or demoting of any person engaged in construction work on the Property, and Borrower shall direct its contractors and subcontractors to refrain from discrimination on such basis.

4.14 Prevailing Wage Requirements. Borrower and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (and if required by applicable federal law, the Davis Bacon Act and implementing regulations) (all of the foregoing, “Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. If applicable, Borrower shall submit to City a plan for monitoring payment of prevailing wages and at Borrower’s expense shall implement such plan and comply with all applicable reporting and recordkeeping requirements.

To the greatest extent allowed by law, Borro
wer shall indemnify, defend (with counsel
approved by City) and hold the Indemnitees harmless from and against all Claims that directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all Claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781), the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement or the rehabilitation of the Project, including but not limited to the Prevailing Wage Laws, or any act or omission of Borrower with respect to the payment or requirement of payment of prevailing wages, whether or not any insurance policies shall have been determined to be applicable to any such Claims. The provisions of this Section 4.14 shall survive the expiration or earlier termination of this Agreement. Borrower’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 10.3 below.

4.15 Compliance with Laws; Indemnity. Borrower shall carry out and cause its contractors to carry out the rehabilitation of the Property, and shall operate the Property in conformity with all applicable federal, state and local laws, rules, ordinances and regulations (“Applicable Laws”), including without limitation, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable pursuant to financing sources used for the rehabilitation or operation of the Property), the City’s zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Borrower’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees.

Borrower’s defense and indemnification obligations set forth in this Section 4.15 shall survive

EXHIBIT A
99 the expiration or earlier termination of this Agreement and are subject to the additional terms set forth in Section 10.3 below.

4.16 Liens and Stop Notices. Until the later of the date of reconveyance of the Deed of Trust or the expiration of the term of the Regulatory Agreement, Borrower shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Borrower. If a claim of a lien or stop notice is given or recorded affecting the Property or any part thereof, Borrower shall within twenty (20) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

4.17 Right of City to S atisfy Liens on the Property. If Borrower fails to satisfy or discharge any lien or stop notice on the Property or any part thereof pursuant to and within the time period set forth in Section 4.16 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Borrower’s expense and without further notice to Borrower and all sums advanced by City for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Borrower shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Borrower to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Borrower. Borrower shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property.

4.18 In
tentionally omitted.

4.19 I ns urance Requirements. Borrower shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Exhibit G.

4.20 Quarterly Performance Reporting. During rehabilitation of the Project, Borrower shall submit to City a Quarterly Performance Report within 30 days following the end of each calendar quarter. The report shall be in the form of a narrative description of all activities performed in relation to the Project including all development activities. The report shall include a Project timeline, including a schedule for completing milestones and/or tasks, and indicate the status of the Project in relation to this timeline. Borrower shall provide the quarterly reports described in this Section until the Scope of Work is complete, even if all of the Loan Proceeds have been disbursed. The requirements set forth in this Section are in addition to the requirement for submittal of requisitions pursuant to Section 3.4(n).

ARTICLE V

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USE OF THE PROPERTY

5.1 Affordable Housing; Supportive Services. Borrower covenants and agrees for itself, its successors and assigns that the Property and the Improvements will be subject to recorded covenants that will restrict the Property to operation of an affordable shared housing residence with supportive services for tenants, and that for a term of not less than fifty-five (55) years, commencing on the Closing Date, the Property shall be available at Affordable Rent to Eligible Households whose income is no greater than thirty percent (30%) of Area Median Income. Borrower shall comply with rent and occupancy restrictions imposed by all applicable financing sources and regulatory agencies if such agencies impose requirements on that are more stringent than those set forth in this Agreement. As more particularly set forth in the Regulatory Agreement, Borrower shall be obligated to screen prospective tenants to establish that they qualify as Eligible Households, and may contract with a qualified organization or agency that will provide referrals of Eligible Households for prospective occupancy of the Property. In addition, Borrower will be obligated to provide, or contract with a qualified organization for provision of, supportive social services to the residents of the Property.

5.2 Housing First Protocol; Resident Selection. Borrower acknowledges that the Project will be subject to the Housing First protocol described in California Code of Regulations, title 25, Sections 8409(b) subsections (1) through (6), and further agrees that Project residents will be selected in a manner consistent with California Welfare and Institutions Code Section 8255(b)(8) using a protocol that prioritizes selection criteria other than “first-come, first-serve” and may include, without limitation, the duration or chronicity of homelessness/disability, vulnerability to early mortality, high utilization of crisis or medical services, and the need for housing that provides supportive services. Borrower shall submit for City review and approval a tenant selection and Project management plan that addresses the requirements set forth in this Section.

5.3 Relocation .

5.3.1 Compliance with Laws. B orrower covenants and agrees that persons residing on the Property as of the date of this Agreement shall not be displaced before suitable replacement housing and tenant space, as applicable, is available. Borrower shall ensure that all occupants of the Property receive all notices, benefits, and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.), all state and local regulations implementing such law, and all other applicable local, state and federal laws, regulations, and policies relating to the displacement and relocation of eligible persons as defined in such Relocation Laws, including but not limited to the Uniform Relocation Act (42 U.S.C. § 4601 et seq.) and implementing regulations (all of the foregoing, collectively “Relocation Laws”).

5.3.2 Costs; Indemnity.

Borrower shall be responsible for payment of any and
all costs and expenses incurred in connection with the temporary and/or permanent displacement and/or relocation of residential and commercial occupants of the Property as required by Relocation Laws, including, without limitation, payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws, and City shall have no responsibility for payment therefor. To the greatest extent allowed

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by law, Borrower shall indemnify, defend (with counsel reasonably approved by City) , and hold the Indemnitees harmless from and against any and all Claims arising in connection with the breach of Borrower’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Borrower’s indemnification obligations under set forth in this Section 5.3.2 shall not apply to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees , and are subject to the additional terms set forth in Section 10.3 below. The provisions of this Section 5.3.2 shall survive the expiration or earlier termination of this Agreement.

5.4 Mai ntenance. Borrower shall at its own expense, maintain the Property and the Improvements, including the landscaping, driveways, parking areas, and walkways, in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all Applicable Laws. Without limiting the foregoing, Borrower agrees to maintain the Property in a condition free of all waste, nuisance, debris, graffiti, disrepair, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property. Borrower shall prevent and/or rectify any physical deterioration of the Property and shall make all repairs, renew als and replacements necessar y to keep the Property in good condition and repair.

5.5 Tax
es and Assessments. Borrower shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property and the Improvements, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, Borrower shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Borrower exercises its right to contest any tax, assessment, or charge, the Borrower, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

5.6 Obligation to Refrain from Discrimination.

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

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ARTICLE VI

ENVIRONMENTAL MATTERS

6.1 Disclosure . B orrower represents and warrants that except as disclosed to City in writing, as of the Effective Date, to Borrower’s best knowledge: (i) the Property is free and has always been free of Hazardous Materials and is not and has never been in violation of any Hazardous Materials Law; (ii) there are no buried or partially buried storage tanks located on the Property, (iii) Borrower and its principals have received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have ever been in violation of any Hazardous Materials Law or informing Borrower that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Hazardous Materials Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a dump or landfill; and (vii) Borrower has disclosed to City all information, records, and studies in Borrower’s possession or reasonably available to Borrower relating to the Property concerning Hazardous Materials.

Bo
rrower hereby acknowledges and agrees that (i) this Section is intended as the City’s written request for information (and the Borrower’s response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5(d)(2), and (ii) each representation and warranty in this Agreement or any of the other City Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the City and the Borrower to be an “environmental provision” for purposes of California Code of Civil Procedure Section 736.

6.2 Bor ro
wer’s Obligations. Borrower hereby covenants and agrees that:

(1) Borrower shall not knowingly permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the Property with the exception of limited amounts of cleaning supplies and other materials customarily used in the construction, rehabilitation, use or maintenance of residential properties similar in nature to the Property, and used, stored and disposed of in compliance with Environmental Laws.
(2) Borrower shall keep and maintain the Property and each portion thereof in compliance with, and shall not cause or permit the Property or any portion of either to be in violation of, any Environmental Laws.
(3) Upon receiving actual knowledge of the same, Borrower shall immediately advise City in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Borrower, or

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the Property pursuant to any applicable Environmental Laws; (ii) any and all claims made or threatened by any third party against the Borrower or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; (iii) the presence or release of any Hazardous Material in, on, under, about or from the Property; or (iv) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property classified as "Border Zone Property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in connection therewith, that may in any way affect the Property pursuant to any Environmental Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as "Hazardous Materials Claims"). The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim.

(4) Without the City ’s prior written consent, which shall not be unreasonably withheld or delayed, Borrower shall not take any remedial action in response to the presence of any Hazardous Material in, on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the City agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claim. City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Borrower.

6.3 Envir onme
ntal Indemnity. To the greatest extent allowed by law, Borrower shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Property, or the transportation of any such Hazardous Material to or from, the Property, or (ii) the failure of Borrower, Borrower’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws, except to the extent caused by the City’s gross negligence or willful misconduct.

The foregoing indemnity shall apply irrespective of whether any use, storage, or disposal of Hazardous Materials were or will be undertaken in accordance with Environmental Laws.

The provisions of this Section 6.3 shall be in addition to any and all other obligations and liabilities that Borrower may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether City or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law. The obligations of Borrower to indemnify the Indemnitees under this Section shall survive the termination of this Agreement, any repayment or discharge of the Loan, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust. Borrower’s indemnification obligations pursuant to this Section shall not extend to Claims to the extent arising from the gross negligence

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or willful misconduct of the Indemnitees, and are subject to the additional terms set forth in Section 10.3 below.

6.4 City’s Rights. In the event that any portion of the Property is determined to be “environmentally impaired” (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an “affected parcel” (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting the City’s or the Trustee’s rights and remedies under the Deed of Trust, the City may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Borrower to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the City’s right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Borrower shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Borrower knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) reasonable attorneys’ fees, incurred by the City in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the default rate specified in the Note, until paid, shall be added to the indebtedness secured by the Deed of Trust and shall be due and payable to the City upon its demand made at any time following the conclusion of such action.

6.5 No
Limitation. Borrower hereby acknowledges and agrees that Borrower's duties, obligations and liabilities under this Agreement are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the City obtained such information from the Borrower or from its own investigations.

6.6 D efinitions.

6.6.1 “ Hazardous Material” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous material” shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methy tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

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6.6.2 " Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Material, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal.

Health and Safety Code, Section 25300 et seq.).

ARTICLE VII

MITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF BORROWER

7.1 Identity of Borrower; Change s On ly Pursuant to this Agreement. Borrower has represented that Borrower and its principals possess the necessary expertise, skill and ability to carry out the rehabilitation of the Property and the Improvements and operate the Project pursuant to this Agreement and the City Documents. The qualifications, experience, financial capacity and expertise of Borrower and its principals are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Borrower. No voluntary or involuntary successor, assignee or transferee of Borrower shall acquire any rights or powers under this Agreement, except as expressly provided herein.

7.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory Agreement, Borrower shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Improvements, or this Agreement, without the prior written approval of City w
hich approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the expiration of the term of the Regulatory Agreement, except as expressly permitted by this Agreement, Borrower shall not undergo any significant change of ownership without the prior written approval of City.

For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the

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beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Borrower, taking all transfers into account on a cumulative basis.

7.3 Conditionally P erm itted Transfers. Subject to the conditions set forth in this Section 7.3, and if applicable Section 7.4, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (ii) assignments creating security interests for the purpose of financing the improvement of the Property in accordance with the approved Financing Plan as it may be updated with City approval, and subject to the requirements of Article VIII, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; or (iii) a Transfer to a tax-exempt entity under the direct control of, or under common control with, Borrower.

7.4 Req uirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements, or part thereof if all of the following requirements are met (provided however, the requirements of this Section 7.4 shall not apply to Transfers described in clauses (i) and (ii) of Section 7.3):
(i) The proposed transferee demonstrates to the City ’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete the rehabilitation of the Improvements, manage the Project, and otherwise fulfill the obligations undertaken by the Borrower under this Agreement and the Regulatory Agreement. (ii) The Borrower and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Improvements, or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Borrower under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Borrower arising prior to the effective date of the Transfer (unless Borrower expressly remains responsible for such obligations), and shall agree to be subject to and assume all of Borrower’s obligations under the City Documents. The assumption of such obligations shall be documented in an assignment and assumption agreement in form approved by City.
(iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records. (v) The final form of the organizational documents of the proposed transferee, and any subsequent amendments that affect the City's economic interests under this Agreement or the City Documents shall be subject to the City’s review and approval.

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information regarding a proposed Transfer in writing within thirty (30) days following City’s receipt of written request by Borrower, the proposed Transfer shall be deemed approved.

7.5 Ef fect of Transfer without City Consent.

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

7.5.2 It s hall be an Event of Borrower Default hereunder entitling City to pursue remedies including without limitation, termination of this Agreement and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Borrower assigns or Transfers this Agreement, the Improvements, or the Property, or any part thereof or interest therein, undergoes any other Transfer (including without limitation, any assignment for security or encumbrance of the Property, or the Project, or part thereof) in violation of Article VII. This Section 7.5.2 shall not apply to Transfers described in clauses (i) and (ii) of Section 7.3).

7.6 Reco
very of City Costs. Within ten (10) days following City’s delivery to Borrower of an invoice detailing such costs, Borrower shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer of this Agreement, Borrower’s interest in the Property or the Project, or part thereof, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee.

ARTICLE VIII
S

ECURITY FINANCING AND RIGHTS OF MORTGAGEES

8.1 Mo rtgages and Deeds of Trust. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property only for the purpose of securing loans for the purpose of financing the rehabilitation of the Property, and other expenditures reasonably necessary for the improvement or operation of the Property. Borrower shall not enter into any conveyance for such financing that is not contemplated in the Financing Plan as it may be updated with City approval, without the prior written approval of the City’s Authorized Representative or his or her designee. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

8.2 Subordination. The City agr
ees that City will consider reasonable requests for
subordination of the Deed of Trust to deeds of trust provided for the benefit of lenders providing financing for the rehabilitation or improvement of the Property that are identified in the approved Financing Plan, as it may be updated with City approval, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights. The Regulatory Agreement shall remain unsubordinated.

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8.3 Notice of Default and Lender Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach within the cure period provided to Borrower. In the event that possession of the Property (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the Property, as applicable, within the applicable cure period, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such right prior to commencing to cure or remedy such default or breach.

8.4 City Right to Cure Defaults. In the event of a breach or default by Borrower under a mortgage or deed of trust secured by the Property, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Borrower. In such event, Borrower shall be liable for, and City shall be entitled to reimbursement from Borrower for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the Deed of Trust.

8.5 Es
toppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE IX

DEFAULTS, REMEDIES AND TERMINATION

9.1 Ev ent of Borrower Default. The following events shall constitute an event of default on the part of Borrower hereunder (“Event of Borrower Default”):
(a) Borrower fails to commenc e or complete rehabilitation of the Improvements within the time period set forth in Section 4.1, or subject to Force Majeure, abandons or suspends construction prior to completion for a period of thirty (30) days or more; (b) Borrower fails to pay when due the principal and interes t payable under the Note and such failure continues for ten (10) days after City notifies Borrower thereof in writing;

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(c) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VII;
(d) Borrower fails to maintain insurance as required pursuant to this Agreement, and Borrower fails to cure such default within five (5) days; (e) Borrower fails to pay prior to delinquency taxes or assessments due on the Property or the Improvements or fails to pay when due any other charge that may result in a lien on the Property or the Improvements, and Borrower fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;
(f) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(g) Any Borrower representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement or Borrower’s request for the Loan proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City; (h) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due;
(i) A court of competent jurisdiction shall have made or e ntered any decree or order (1) adjudging the Borrower to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Borrower or seeking any arrangement for Borrower under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Borrower in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Borrower, in each case if such decree, order, petition, or appointment is not removed or rescinded within sixty (60) days;
(j) The Borrower shall have voluntarily suspended its business or Borrower shall have been dissolved or terminated;
(k) An event of default arises under any City Document and remains uncured beyond any applicable cure period; or
(l) Borrower defaults in the performance of any term,
provision, covenant or
agreement contained in this Agreement other than an obligation enumerated in this Section 9.1 and unless a shorter cure period is specified for such default, the default continues for ten (10)

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days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower; provided however, in the case of a nonmonetary default that in City’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Borrower Default shall not arise hereunder if Borrower commences to cure such default within thirty (30) days and thereafter prosecutes such cure to completion with due diligence and in good faith within not later than ninety (90) days following receipt of notice of default.

9.2 City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of sixty (60) days after written notice thereof from Borrower to City, or in the case of a default which cannot with due diligence be cured within sixty (60) days, City fails to commence to cure the default within sixty (60) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

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

9.4 City’s R
emedies and Rights Upon an Event of Borrower Default. Upon the occurrence of an Event of Borrower Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Borrower, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies:
(a) Accelerate and declare the balance of the Note and interest accrued t
hereon immediately due and payable;
(b) Seek specific performance to enforce the terms of the City Documents; (c) Foreclose on the Property pursuant to the Deed of Trust; (d) Terminate this Agreement pursuant to Section 9.3;
(e) Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and City’s rights thereunder.

9.5 Borrower ’s Remedies Upon an Event of City Default. Upon the occurrence of an Event of City Default, Borrower’s sole remedy shall be the right to bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions. In no event shall

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Borrower or its assignees or successors in interest be entitled to seek an award of damages in the event of City breach of this Agreement.

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

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

ARTI
CLE X

INDEMNITY AND INSURANCE

10.1 Indemnity. To the greatest extent allowed by law, Bo rrower shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims that directly or indirectly, in whole or in part, are caused by, arise in connection with, or are alleged to be caused by, or arise in connection with, the rehabilitation, construction, operation, ownership, management, or maintenance of the Property or the Improvements, or any part thereof by Borrower or Borrower’s contractors, subcontractors, agents, employees, tenants, invitees, or any other party acting for or on behalf of Borrower, or otherwise arising out of or in connection with Borrower’s performance or failure to perform under this Agreement, including without limitation, Claims arising or alleged to have arisen in connection with any violation of Applicable Laws in connection with the ownership, rehabilitation, construction, operation, management, or maintenance of the Property, or relating to approval of this Agreement, whether or not any insurance policies shall have been determined to be applicable to any such Claims.

Borrower’s indemnification obligations under this Section 10.1 shall not extend to Claims to the extent arising from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10.1 shall survive the expiration or earlier termination of this Agreement and are subject to the additional terms set forth in Section 10.3.

10.2 Liability, Workers Compensation, and Property Insurance. Borrower shall comply with all requirements set forth in Exhibit G attached hereto and incorporated herein.

10.3 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

10.3 shall apply to all provisions of this Agreement that pertain to Borrower’s obligations to indemnify City and the other Indemnitees, including without limitation, Sections 4.11, 4.14,

4.15, 5.3.2, 6.2, 10.1, and 11.1. In connection with each such provision, all of the following shall apply:

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(a) City does not and shall not waive any rights against Borrower that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Borrower, of any of the insurance policies described in this Agreement.
(b) Borrower’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting City’s recourse to property securing the Secured Obligations (as defined in the Deed of Trust), or limiting the personal liability of Borrower, or any other party for payment of all or any part of the Loan; (iv) the accuracy or inaccuracy of any representation and warranty made by Borrower under this Agreement or by Borrower or any other party under any City Document, (v) the release of Borrower or any other person, by City or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for repayment of the Loan; and (vii) City’s failure to properly perfect any lien or security interest given as security for repayment of the Loan.
(c) The obligation of Borrower to indemnify the Indemnitees shall survi ve any repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, any release of record of the lien of the Deed of Trust, and the expiration or earlier termination of this Agreement.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 No Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the close of escrow and the expiration or earlier termination of this Agreement.

11.2 Enforced Delay; Extension of Times of Performance. The time for performance of provisions of this Agreement by either Party shall be extended for a period equal to the period of any delay directly affecting the Property or this Agreement which is caused by war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, suits filed by unrelated third parties concerning or arising out of this Agreement or unseasonable weather conditions (“Force Majeure”). An extension of time for any of the above-specified causes will be deemed granted only if written notice by the Party claiming such extension is sent to the other Party within ten (10) calendar days from the commencement of the cause.

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

11.3 No tices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement or any other City Document shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

Ci ty: City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: Health and Human Services Manager

With a copy to: City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager

Borrower: Tri Valley REACH, Inc.

P.O. Box 5564
Pleasanton, CA 94566
Attention: Board President

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

11.5 Waivers; Modification. N
o waiver of any breach of any covenant or provision of
this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and

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executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties.

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

11.7 Survival. All representations made by Borrower hereunder, Borrower’s obligations pursuant to Sections 4.11, 4.14, 4.15, 5.3.2, 6.2, 10.1 and 11.1, and all other provisions that expressly so state, shall survive the Close of Escrow and the expiration or termination of this Agreement.

11.8 Head ings; Interpretation; Statutory References. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement.

Except as otherwise expressly stated herein, any reference to a particular section of this Agreement shall mean a reference to all subsections of such section. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. All references in the City Documents to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Livermore shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

11.9 Action or Approval. When
ever action and/or approval by City is required under
this Agreement, the City’s Authorized Representative or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City’s Authorized Representative determines in his or her discretion that such action or approval requires referral to City Council for consideration.

11.10 En
tire Agreement. This Agreement, including Exhibits A through G attached hereto and incorporated herein by this reference, together with the other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. If the Exhibits to this Agreement are inconsistent with this Agreement, the more restrictive requirements shall control, as determined by the City’s Authorized Representative. In the event of a conflict between this Agreement and the other City Documents, the more restrictive requirements shall control, as determined by the City’s Authorized Representative.

11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart

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identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

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

11.13 No
Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

11.14 Pa rties Not Co-Venturers; Independent Contractor; No Agency Relationship..

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Borrower and City is and shall remain solely that of a debtor and a creditor, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Borrower (except as expressly provided in this Agreement) or to any third party with respect to the Property or the Loan. Borrower and its employees are not employees of City but rather are, and shall always be considered independent contractors.

Furthermore, Borrower and its employees shall at no time hold themselves out as employees or agents of City. Except as City may specify in writing, Borrower shall not have any authority to act as an agent of City or to bind City to any obligation.

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

11.16 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California.

11.17 Inspection of Property, Bo oks a
nd Records. Borrower shall keep and maintain at
the Property or elsewhere with City’s consent, full, complete, and accurate books, records, and accounts relating to the Project, including such books, records, and accounts necessary to document Borrower’s compliance with this Agreement and the City Documents, including without limitation, the records required to substantiate compliance with Prevailing Wage Laws and Relocation Laws, the calculation of payments required under the Note, and the records

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required to substantiate compliance with the Regulatory Agreement. Upon request, Borrower shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of Borrower necessary to determine Borrower’s compliance with the terms of this Agreement and the City Documents.

For the purpose of monitoring compliance with the City Documents, including the Regulatory Agreement, City shall have the right to enter upon the Property during normal business hours following at least 48 hours’ written notice (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided), to conduct inspections of the Property, subject to reasonable safety rules and regulations which may be established by Borrower.

11.18 Political Activity. N
one of the funds, materials, property or services contributed by City to Borrower under this Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

11.19 Non-L
iability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Borrower in the event of any default or breach by the City or for any amount which may become due to the Borrower or its successor or on any obligation under the terms of this Agreement.

11.20 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in subsection (b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section is followed.
(b) In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of the Borrower, or immediate family member of any of the preceding, shall make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the Borrower.

Interpretation of this Section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090.

SIGNATURES ON FOLLOWING PAGES.

EXHIBIT A
117

EXHIBIT A
118

Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO IS SITUATED IN THE COUNTY OF ALAMEDA, CITY OF LIVERMORE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lots 28 as shown on the final map of Tract 7724 filed for record on August 10, 2015, in Book 333 of Maps, at Pages 48 through 52, inclusive, in the Official Records of the County of Alameda, State of California.

APN: 99-1388-42

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119
Exhibit B
See the next page.

EXHIBIT A
120

Exhibit C

FORM OF NOTE

Exhibit D

FORM OF DEED OF TRUST

Exhibit E

FORM OF AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS

Exhibit F

FINANCING PLAN

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121

SECURED PROMISSORY NOTE

Supportive Shared Housing Rehabilitation and Expansion PLHA Program

$116,796 Livermore, California

_______________, 20__

FOR VALUE RECEIVED, Tri-Valley REACH, Inc., a California nonprofit public benefit corporation (“Borrower”), promises to pay to the City of Livermore, a municipal corporation (the “City”), in lawful money of the United States of America the principal sum of One Hundred Sixteen Thousand and Seven Hundred Ninety-Six Dollars ($116,796) or so much thereof as may be advanced by City pursuant to the Loan Agreement described below, together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. Interest shall accrue on the principal balance of this Note outstanding from time to time at the rate of three percent (3%) simple annual interest. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed.

This Secured Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with (i) the California Department of Housing and Community Development (“HCD”) award of funds pursuant to the State of California Permanent Local Housing Allocation Program evidenced by that certain award announcement letter referencing Contract No. 20- PLHA-16043 addressed to City of Livermore, County of Alameda_ from Jennifer Seeger, Deputy Director, HCD, dated February 15, 2023; (ii) and that certain Affordable Housing Loan Agreement, dated as of the date hereof and executed by and between City and Borrower (the “Loan Agreement”), and is subject to the terms and conditions of the Loan Agreement, which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (“Deed of Trust”) dated as of the date hereof, executed by Borrower as trustor for the benefit of City and encumbering the property described therein. The City shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the Deed of Trust, the Loan Agreement, and that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and between City and Borrower and recorded in the Official Records of Alameda County (the “Regulatory Agreement”). The rent restrictions and other requirements set forth in the Regulatory Agreement shall remain effective for the full term of the Regulatory Agreement and shall survive the repayment of this Note. The Loan Agreement, this Note, the Regulatory Agreement, and the Deed of Trust are collectively referred to herein as the “City Documents.”

1. PAYMENTS.

1.1 ANNUAL PAYMENT DATES; MATURITY DATE. Annual payments toward principal and interest accrued on this Note shall be payable on a residual receipts basis with fifty

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percent (50%) of all Surplus Cash (defined below) payable to City. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of this Note, together with interest accrued thereon and all other sums accrued hereunder shall be payable in full on the date (the “Maturity Date”) which is the fifty-fifth (55th) anniversary of the date hereof.

1.2 ANNUAL PAYMENTS FROM SURPLUS CASH. By not later than July 1 of each year, Borrower shall pay to City fifty percent (50%) of Surplus Cash generated by the Property during the previous calendar year to reduce the indebtedness owed under this Note.

By not later than May 1 of each year, Borrower shall provide to City Borrower’s calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request to substantiate Borrower’s calculation of Surplus Cash, including without limitation, an independent audit prepared for the Project by a certified public accountant in accordance with generally accepted accounting principles. The annual report shall include, without limitation, a Project income and expense statement and an accounting of deposits to and withdrawals from the Project replacement reserve and operating reserve. The City shall have the right to inspect and audit Borrower’s books and records concerning the calculation of Surplus Cash, and to object within forty-five (45) days from receipt of the report. Failure to timely object shall be deemed acceptance of the report. If City does object, City shall specify the reasons for its disapproval, and Borrower shall have thirty (30) days to reconcile any disapproved item. If Borrower and City cannot agree on the amount of Surplus Cash, an independent auditor mutually selected by Borrower and City shall resolve any disputed items. The cost of the auditor shall be shared equally by Borrower and City.

By not later than May 1 of each year, Borrower shall provide to City a proposed budget for the following calendar year which shall include estimated Project revenue, expenses, and debt service, and an estimate of Surplus Cash. City will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld, provided, however, if the proposed budget has not been rejected by City within forty-five (45) days of receipt, City shall be deemed to have accepted the budget. If the budget is not acceptable, City shall specify the reasons for disapproval. Once approved, any changes to the budget that exceed ten percent (10%) of the total budget shall require City's prior written consent, which consent shall not be unreasonably withheld. Upon City’s request, the budget shall include a long-term capital needs and replacement reserve plan supported by a physical needs assessment prepared by a third-party at Borrower’s expense.

1.2.1 “ Surplus Cash” shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any refinancing of the Property, less fees and closing costs reasonably incurred in connection with such refinancing, and any City-approved uses of the net cash proceeds of the refinancing.

1.2.2 “ Gross Revenue” shall mean for each calendar year during the term hereof, all revenue, income, receipts and other consideration actually received by Borrower from

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the operation and leasing of the Project. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants; Section 8 payments and other rental or operating subsidies; deposits forfeited by tenants; all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance; and the proceeds of casualty insurance not required to be paid to the holders of Approved Senior Loans (provided however, expenditure of such proceeds for repair or restoration of the Project shall be included within Annual Operating Expenses in the year of the expenditure and with City’s written consent, proceeds of casualty insurance may be excluded from Gross Revenue until the year such proceeds will be expended for repair or restoration of the Project provided that Borrower provides adequate assurance that such proceeds will be expended for such purposes); condemnation awards for a taking of part or all of the Property or the Improvements for a temporary period; and the fair market value of any goods or services provided to Borrower in consideration for the leasing or other use of any part of the Project. Gross Revenue shall include any release of funds from replacement and other reserve accounts to Borrower other than for costs associated with the Project. Gross Revenue shall not include tenant security deposits, loan or grant proceeds, capital contributions, or similar advances.

1.2.3 “ Annual Operating Expenses” shall mean for each calendar year during term hereof, the following costs reasonably and actually incurred for the operation and maintenance of the Property and the Improvements to the extent that they are substantiated by such documentation as City may reasonably require: property taxes and assessments; debt service currently due and payable on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Project) on loans which have been approved in writing by the City and which are secured by deeds of trust senior in priority to the Deed of Trust (“Approved Senior Loans”); property management fees and reimbursements in amounts in accordance with industry standards for similar residential projects and paid pursuant to a property management agreement approved by City; premiums for property damage and liability insurance; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits required for the operation of the Project; expenses for security services; advertising and marketing costs; accounting costs; payment of deductibles in connection with casualty insurance claims not paid from reserves; tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements and operating expenses in the amount specified in the City Documents or reasonably approved by the City; annual monitoring fees, if any, payable to the City or other public agencies in connection with loans provided for the Property; and other ordinary and reasonable operating expenses approved by City.

1.2.4 EXCLUSIONS FROM ANNUAL OPERATING EXPENSES. For the purpose of calculating Surplus Cash, except to the extent expressly permitted pursuant to Section

1.2.3 above, Annual Operating Expenses shall exclude the following: incentive management fees, developer fees, interest on deferred developer fees, contributions to Project reserves except as provided in Section 1.2.3; debt service payments on any loan which is not an Approved Senior Loan, including without limitation, unsecured loans, sponsor loans, or loans secured by deeds of trust that are subordinate to the Deed of Trust; depreciation, amortization, depletion and other non-cash expenses; expenses paid for with disbursements from any reserve account; capital expenditures unless approved in advance by City; distributions to partners; and any amount paid

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to Borrower, or any entity controlled by the persons or entities that own or that are in control of Borrower or any general partner of Borrower. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses, subject to applicable limitations set forth in Section 1.2.3 above, even if paid to Borrower or an affiliate of Borrower: fees paid to a property management agent, resident services agent, or social services agent pursuant to a property management agreement or services agreement approved by City; and subject to Section 1.2.5, repayment of cash advances by Borrower to cover Property operating expense deficits or emergency cash needs of the Project. Payments to Borrower or affiliates in excess of the limitations set forth in Section 1.2.3 shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash but may be paid from Borrower’s share of Surplus Cash.

1.2.5 ADJUSTMENT TO OPERATING EXPENSES. Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, Annual Operating Expenses shall include the repayment of operating deficit loans provided by Borrower provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equivalent to the lesser of (i) interest accrued at the actual interest rate charged for the loan, or (ii) interest accrued at a rate equal to the Applicable Federal Rate.

1.3 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in the Regulatory Agreement) absent City consent, of all or any part of the Property or any interest therein other than a Transfer permitted without City consent pursuant to the Regulatory Agreement. Without limiting the generality of the foregoing, this Note shall not be assumable without City’s prior written consent, which consent may be granted or denied in City’s sole discretion.

1.4 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. The Regulatory Agreement shall remain in full force for the entire term thereof regardless of any prepayment of this Note.

1.5 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to City at 1052 S. Livermore Avenue, Livermore, CA 94550, or such other place as City shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by City in writing.

2. DEFAULTS AND REMEDIES.

2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):
(A) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for ten (10) days after City notifies Borrower thereof in writing.

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(B) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. (C) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of Borrower’s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property, and in each case the order or decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance. (D) The occurrence of a Transfer in violation of the Loan Agreement or the Regulatory Agreement.
(E) The holder of any debt instrument secured by a mortgage or deed of trust on the Property declares a default, and such default remains uncured beyond any applicable cure period such that the holder of such instrument has the right to accelerate payment thereunder. (F) Borrower fails to maintain insurance as required pursuant to the City Documents and Borrower fails to cure such default within five (5) days. (G) Subject to Borrower’s right to contest the following charges pursuant to the City Documents, if Borrower fails to pay taxes or assessments due on the Property or fails to pay any other charge that may result in a lien on the Property, and Borrower fails to cure such default within twenty (20) days of the delinquency, but in all events prior to the date upon which he holder of any such lien has the right to foreclose thereon. (H) If any representation or warranty contained in any City Document, or any certificate furnished in connection therewith, or in connection with any request for disbursement of the proceeds of the Loan proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the City. (I) An Event of Default shall have been declared under the Loan Agreement or any other City Document, including without limitation, the Regulatory Agreement, and remains uncured beyond the expiration of the applicable cure period.

2.2 REMEDIES. Upon the occurrence of an Event of Default hereunder, City may, at its option (i) by written notice to Borrower, declare the entire unpaid principal balance of this Note, together with all accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) exercise any and all rights and remedies available to it under applicable law, and (iii) exercise any and all rights and remedies available to City under this Note and the other City Documents, including without limitation the right to pursue foreclosure under the Deed of Trust. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys' fees, incurred in connection with City's enforcement of this Note and the exercise of any or all of

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its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust. The rights and remedies of City under this Note shall be cumulative and not alternative.

2.3 DEFAULT RATE. Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate of the lesser of ten percent (10%) per annum or the maximum rate permitted by law (the “Default Rate”); provided however, if any payment due hereunder is not paid when due, the Default Rate shall apply commencing upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent City from exercising any of its other rights or remedies.

3. MISCELLANEOUS.

3.1 WAIVERS; AMENDMENTS; BORROWER’S WAIVERS. No waiver by City of any right or remedy under this Note shall be effective unless in a writing signed by City.

Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by City will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver that may be given by City will be applicable except in the specific instance for which it is given. No notice to or demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of the right of City to take further action without notice or demand as provided in this Note. There shall be no amendment to or modification of this Note except by written instrument executed by Borrower and City.

To the maximum extent permitted by applicable law Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice.

3.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 12.3 of the Loan Agreement.

3.3 SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Any legal action filed in connection with this Note shall be filed in the Superior Court of Alameda County, California, or in the Federal District Court for the Northern District of California.

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3.5 PARTIES IN INTEREST. This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of City and its successors and assigns.

3.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation.

3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and City under this Note is solely that of borrower and lender, and the loan evidenced by this Note and secured by the Deed of Trust will in no manner make City the partner or joint venturer of Borrower.

3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note.

3.9 NONRECOURSE. Except as expressly provided in this Section 3.9, Borrower shall have no personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Property and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall:
(A) impair the enforcement against all such security for the Loan of all the rights and remedies of the City under the Deed of Trust as such may be amended, modified, or restated from time to time;
(B) impair the right of City to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Deed of Trust, the interest in the Property created thereby and any other collateral given to City in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action;
(C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City hereunder or to require that the Property shall continue to secure all of the indebtedness owed to City hereunder in accordance with this Note and the Deed of Trust; or
(E) limit or restrict the ability of City to seek or obtain a judgment against Borrower to (1) recover under any provision of the City Documents that obligates Borrower to indemnify City, or (2) recover from Borrower compensatory damages as well as other costs and expenses incurred by City (including without limitation reasonable attorneys’ fees and expenses) arising as a result of the occurrence of any of the following: (a) any fraud or intentional misrepresentation on the part of the Borrower or any officer, director or authorized representative of Borrower in connection with the request for or creation of the Loan, or in any City Document, or in connection with any request for any action or consent by City in connection with the Loan; (b) any failure to maintain insurance as required pursuant to the City Documents; (c) failure to pay

EXHIBIT A
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EXHIBIT C
taxes, assessments or other charges which may become liens on the Property (subject to the right to contest as set forth in the Loan Agreement); (d) the violation of the Borrower's obligations under Article VI of the Loan Agreement or Section 7.11 of the Deed of Trust (pertaining to environmental matters); ( e) the occurrence of any act or omission of Borrower that results in waste to or of the Property and which has a material adverse effect on the value of the Property; (f) the removal or disposal of any personal property or fixtures or the retention ofrents, � insurance proceeds, or condemnation awards in violation of the Deed of Trust; (g) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; and (h) the failure of Borrower to pay all amounts payable under this Note in full if Borrower Transfers the Property in violation of the City Documents.

IN WITNESS WHEREOF, Borrower has executed and delivered this Secured Promissory Note as of the date first written above.

BORROWER:
��l;o�ia nonprofit public benefit corporation
Print Name: ? 6) ,el CI< 0 • IS 1'?:...., � '1
8 EXHIBIT A
129
Exhibit G

INSURANCE REQUIREMENTS

Borrower shall obtain the following policies of insurance and shall maintain such policies and comply with all provisions of this Exhibit throughout the term of the Regulatory Agreement.

(a) Commerci al General Liability. Borrower (and until the issuance of the final certificate of occupancy or equivalent for the Project, all contractors and subcontractors working on behalf of Borrower on the Project) shall maintain a commercial general liability policy including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage with coverage limits in the amount of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds. The annual aggregate limit under the policies must apply separately to the Property, or must be not less than three times the annual aggregate limit specified in this paragraph. (b) Automobile. Borrower (and until the issuance of the fina l certificate of occupancy or equivalent for the Project, all contractors and subcontractors working on behalf of Borrower on the Project) shall maintain a comprehensive automobile liability policy providing coverage for bodily injury and property damage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles.

Automobile liability policies shall name the Indemnitees as additional insureds. (c) Worker’s Compensation and Employer ’s Liability. Borrower shall furnish, or cause to be furnished, to City evidence satisfactory to City that Borrower and any contractor or subcontractor with whom Borrower or the general contractor has contracted for the performance of work on the Property, carries statutory Workers’ Compensation insurance and Employer’s Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per accident, per employee for bodily injury or disease.
(d) Intentionally omitted.
(e) Professional Lia bility/Errors and Omissions. Borrower shall require the Project architect, engineer, and general contractor to maintain Professional Liability/Errors and Omissions (“E&O”) insurance with limits not less than Two Million Dollars ($2,000,000) each claim. The City’s Risk Manager may approve lower limits for specially engineering firms and other professionals that will provide a limited scope of services for the Project. Certificates evidencing this coverage must reference both the Borrower and the Indemnitees. If the professional liability/errors and omissions insurance is written on a claims made form: (i) the retroactive date must be shown and must be before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Project construction, and (iii) if coverage is cancelled or non-renewed and not replaced with another claims made policy form with a retroactive date prior to the Effective Date, Borrower must purchase, or require the provision of, extended period coverage for a minimum of three (3) years after completion of construction.

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(f) Property. Borrower shall maintain property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Property, including all tenant improvements, betterments, and contents, with deductible, if any, in an amount acceptable to City, with a lender’s loss payable endorsement for the benefit of City.
(g) Insurance Provi ders. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A: VII. (h) Evidence of Insurance; Certificates; Endorsements; N otice of Cancellation. Prior to the Effective Date of this Agreement, Borrower shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage described in paragraphs (a), (b), (c) and (f) above together with duly executed endorsements evidencing the City’s status as additional insured, and all other endorsements and coverage required hereunder.

The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal. The certificates shall name as Certificate Holder, City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550. Prior to the Closing Date, Borrower shall furnish, or cause to be furnished, to City evidence of insurance coverage in compliance with paragraph (e) above prior to the Closing Date. All insurance certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal. Upon City’s request, Borrower shall furnish or arrange to have furnished, complete certified copies of all insurance policies required under this Agreement. City’s failure to make such request shall not constitute a waiver of the right to require delivery of the policies in the future.
(i) Additional Insured Endorsements. The additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94. Coverage shall be at least as broad as CG 20 10 04 13.

(j) Reinstatement. I f any insurance policy or coverage required hereunder is canceled or reduced, Borrower shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Borrower’s expense, and Borrower shall promptly reimburse City for such expense upon receipt of billing from City. Borrower shall require all persons and entities that are required to provide professional liability/E&O coverage pursuant to paragraph (e) above to use best efforts to reinstate the required coverage limits in the event coverage under such policies is reduced.

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(k) Primary Coverage; Waiver of Subrogation; Annual Aggregate Limits. All coverage shall be primary insurance and shall not be contributing with any insurance, or self- insurance maintained by City, and the policies shall so provide. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. The policies or endorsements shall provide that any failure of the named insured to comply with reporting or other provisions of any policy, including breaches of warranties, shall not affect coverage provided to the City of Livermore and the Indemnitees as additional insured, and that the coverage shall apply to each insured against whom claim is made or suit is brought, subject to the limits of liability under the policy. Each insurance policy, including Worker’s Compensation, must contain a waiver of subrogation for the benefit of the City. With the exception of E&O policies, if any of the required insurance is provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above.
(l) Deduct ible
s/Retentions. Any deductibles or self-insured retentions shall be declared to, and be subject to approval by, the City Attorney. At the option of and upon request by the City Attorney if the City Attorney determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self- insurance retentions as respects the Indemnitees or Borrower shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Policies containing any self-insured retention shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or by the City of Livermore. (m ) Ad
justments. The limits of the liability coverage and, if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstances, including, but not limited to, changes in inflation and the litigation climate in California. City shall give written notice to Borrower of any such adjustments, and Borrower shall provide City with amended or new insurance certificates or endorsements evidencing compliance with such adjustments within thirty (30) days following receipt of such notice.

(n) Additional Insured Coverage; Li ab ility Limits. For all liability insurance required by this Agreement except E&O and Workers’ Compensation policies, Borrower (and Borrower’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Borrower (and Borrower’s contractors) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Borrower, but in no event less than the minimum amounts specified in this Agreement. In the event that Borrower (or Borrower’s contractors) obtains insurance policies that provide liability coverage broader than or in amounts greater than specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to

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limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement.

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Recording Requested by
and when Recorded, return to:

City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

Space above this line for the Recorder’s use.

APN: 99-1388-42

DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
Supportive Shared Housing Rehabilitation and Expansion PLHA Program

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of ______________, 20__, by Tri-Valley REACH, Inc., a California nonprofit public benefit corporation (“Trustor”) to Chicago Title Company as trustee (“Trustee”), for the benefit of the City of Livermore, a municipal corporation (“Beneficiary”).

RECITALS
A. Trustor owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). The Land is located in the City of Livermore, Alameda County, California.

Trustor intends to rehabilitate and operate an affordable supportive shared housing residential project on the Land (the “Project”).

B. Beneficiary and Trustor have entered into: (i) an unrecorded Affordable Housing Loan Agreement, dated as of the date hereof (the “Loan Agreement”) executed by and between Beneficiary and Trustor, pursuant to which Beneficiary agreed to loan the PLHA Funds to Trustor for the purpose of rehabilitating the Project (the “Loan Agreement”); (ii) a secured promissory note in the amount of One Hundred Sixteen Thousand and Seven Hundred Ninety- Six dollars ($116,796) executed by Trustor and evidencing Trustor’s obligation to repay the PLHA Funds to Beneficiary (the “Note”); and (iii) the Affordable Housing Regulatory Agreement, dated as the date of hereof, which imposes certain rent an occupancy restrictions and which shall be recorded substantially concurrently with this Deed of Trust ( the “Regulatory Agreement”). The Loan Agreement, the Note, the Regulatory Agreement, and this Deed of Trust, as any of the foregoing instruments may be modified, supplemented, amended, renewed or extended, are hereinafter referred to as the “City Documents”).

C. As a condition precedent to the making of the Loan, Beneficiary has required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien

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and security interest in the Property (defined below) to secure repayment of the Note and performance of Trustor’s obligations under the Loan Agreement and the other City Documents.

D. This Deed of Trust has been executed and delivered pursuant to the California Department of Housing and Community Development (“HCD”) award of certain funds pursuant to the State of California Permanent Local Housing Allocation Program (the “PLHA Funds”) evidenced by that certain award announcement letter referencing Contract No. 20-PLHA-16043 addressed to City of Livermore County of Alameda from Jennifer Seeger, Deputy Director, HCD, dated February 15, 2023.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the Land, and all of the following, whether presently owned or hereafter acquired:
a. All buildings, structures, and improvements, now or her eafter located or constructed on the Land (“Improvements”);
b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Land or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and Improvements (collectively, “Appurtenances”); c. All machinery, equipment, fixtures, goods and other personal property of the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor and now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, “Equipment”);
d. All existing and future leases, suble ases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Land or Improvements (collectively, “Leases”), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Trustor, including but not limited to security deposits (collectively, “Rents”); e. All insurance proceeds and any other proceeds from the Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to

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insurance awards which the Trustor now has or may hereafter acquire, including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding (“Proceeds”);
f. All revenues, income, rents, royalties, payments and profits produced by the Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Trustor (“Gross Revenues”);
g. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with the rehabilitation and construction of the Improvements (collectively, “Plans”); and
h. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with the rehabilitation and construction of the Improvements (collectively, “Financing”).

All of the above-referenced interests of Trustor in the Land, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (collectively, the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the City Documents; (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust or any other City Document.

3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such

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order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary’s written consent, Trustor shall not accept prepayment of Rents for any rental period exceeding one month.

4. Security Agreement. Trustor intends this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. To the extent that any Property is, or is determined under applicable law to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, Trustor intends that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements.

5. Financing Statements . Pursuant to the UCC, Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest in the Property and Rents, without requiring any signature or further authorization by Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably require. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it.

6. Fixtur e Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the

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Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Alameda County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC.

7. Trustor’s Representations, Warranties and Covenants; Rights and Duties of the Par ties.

7.1 R epresentations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a fee simple interest in the Land and the Improvements, (ii) Trustor has good and marketable title to all of the Property; (iii) other than as limited by the City Documents, Trustor has the full and unlimited power, right and authority to encumber the Property with this Deed of Trust and assign the Rents as contemplated herein; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the City Documents, or otherwise approved in writing by Beneficiary (“Permitted Encumbrances”), this Deed of Trust creates a valid lien on Trustor’s entire interest in the Property free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (v) except with respect to Permitted Encumbrances, Trustor will hold a fee interest in the Improvements Trustor will cause to be constructed on the Land, (vi) there is no financing statement affecting the Property or any part thereof on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor’s chief executive office is specified in Section 10.2.

7.2 Condition of Property. Trustor re presents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health and safety code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, except as disclosed to Beneficiary in writing, no condition on the Land violates any health, safety, fire, environmental, building, or other federal, state or local law, ordinance or regulation, (ii) ) except as disclosed to Beneficiary in writing, no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (iii) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor or in the Property, (iv) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (v) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi) there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (vii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (viii) Trustor or Trustor’s agents have disclosed to Beneficiary all material facts concerning the Property.

7.3 Authority. Trustor represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do

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not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants that there are no pending, or to Trustor’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Trustor’s ownership of, or interest in, the Property or part thereof.

7.4 Payment and Performance of Secured Obligations. Trustor shall promptly pay when due the principal and all interest due on the indebtedness evidenced by the Note, and shall promptly pay and perform all other obligations of Trustor arising in connection with the Secured Obligations or the City Documents in accordance with the respective terms thereof.

7.5 Use of Loan Proceeds; Preservation and Maintenance of Property; Compliance with Laws. Trustor covenants that it shall use the proceeds of the Loan (the “Loan Proceeds”) solely for purposes authorized by the City Documents. Trustor covenants that it shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained. Trustor covenants that it shall comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and local building codes and regulations, all applicable Prevailing Wage Laws, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter any Improvement without Beneficiary’s consent, shall complete or restore promptly and in good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor, subject to Trustor’s rights under Section 7.8 below. Trustor shall use the Land and the Improvements solely for purposes authorized by the City Documents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause or allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the City Documents.

7.6 Restrictions on Conveyance and E ncumbrance; Acceleration. It shall be an Event of Default hereunder if the Property or the Improvements or any part thereof or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered (all of the foregoing, a “Transfer”) in violation of the City Documents or if any other Transfer occurs in violation of the City Documents. If any such Transfer shall occur in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, and without demand, immediately become due and payable, subject to any applicable cure period.

7.7 Inspections; Books and Records . Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to enter upon the Land and inspect the Property to ensure compliance with the City Documents. Trustor shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments which affect

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the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by Beneficiary at any reasonable time following at least two (2) business days prior notice.

7.8 Charges, Liens, Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Trustor may, at Trustor’s expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall timely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property.

7.9 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust.

7.10 Hazard, Liability and Workers’ Compensation Insurance. At all times during the term hereof, at Trustor’s expense, Trustor shall keep the Improvements and personal property now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious mischief by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name Beneficiary as loss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other party that it elects to have the replacement value redetermined by the insurance company. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by Beneficiary to any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor for repair or replacement of the Improvements. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding the foregoing, if any senior lienholder permits such proceeds to be utilized for rebuilding or restoration of the Improvements, Beneficiary shall approve the use of the proceeds for such purpose provided that sufficient additional sources of financing are available to complete the repair or replacement of the Improvements.

7.10.1 Trustor shall at all times during the term hereof, maintain insurance coverage in the amounts and in accordance with the requirements specified in the City Documents, and shall otherwise comply with all requirements pertaining to insurance specified in the City Documents.

7.10.2 Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may require, including without limitation,

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copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by the Loan Agreement.

7.10.3 If any insurance policy required under the Loan Agreement is canceled or the coverage provided thereunder is reduced, Trustor shall, within five (5) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.11 Hazardous Materials. Hazardous Materials. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Trustor that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; and (ii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor’s possession or reasonably available to Trustor relating to the Land concerning Hazardous Materials.

Trustor shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept, stored or used in, on, under, or about the Land by Trustor, its agents, employees, contractors or invitees except for incidental supplies ordinarily used in connection with the construction, rehabilitation, repair, and operation of multi-family residential developments and in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below).

To the greatest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, “Indemnitees”) harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually “Claim” and collectively “Claims”) arising in connection with the breach of Trustor’s covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property, except to the extent arising from the gross negligence or willful misconduct of an Indemnitee. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether the Land is in compliance with Environmental Laws, all costs associated with bringing the Land into compliance with all

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applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources.

Without limiting the generality of the foregoing, Trustor shall, at Trustor’s own cost and expense, do all of the following:
a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and c. reimburse Indemnitees for any and all expenses, including without limitation out- of-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding.

Trustor’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any City Document, (v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) Beneficiary’s failure to properly perfect any lien or security interest given as security for the Secured Obligations.

The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under any City Document or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust.

Without limiting any of the remedies provided in this Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Trustor relating to real property security (the “Environmental Provisions”), and that Trustor's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of

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Civil Procedure (“Section 736”) for the recovery of damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure. “Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C.

Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. “Environmental Law” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous

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Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder.

7.12 Notice of Claims; Defense of Security; Reimbursement of Costs. a. Notice of Claims. Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000) within five business days of the occurrence of such loss. Trustor shall ensure that Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. Within three business days of Trustor’s receipt thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor receives in connection with any financing document secured by the Property or any part thereof.
b. Defense of Security. At Trustor's sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims.
c. Compensation; Reimbursement of Costs. Trustor agrees to pay all reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any Property, including books and records pertaining to the Property.

7.13 Indemnification. To the greatest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold harmless the Trustee and

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the Indemnitees (as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Trustor’s covenants under any City Document, (b) any representation by Trustor in any City Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damage to property or other loss occurring on the Land or in any improvement located thereon, whether caused by the negligence or any other act or omission of Trustor or any other person or by negligent, faulty, inadequate or defective design, building, construction or maintenance or any other condition or otherwise, (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any City Document or any transaction contemplated thereby, or any failure of Trustor to comply with all applicable state, federal and local laws and regulations applicable to the Property except to the extent arising from the gross negligence or willful misconduct of the Indemnitees. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trust.

Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust.

7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, except to the extent the loss is caused by willful misconduct or gross negligence of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary.

7.15 Condemnation Proceeds. Subjec t to the rights of any senior lienholders, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to any indebtedness secured hereby in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

7.16 Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the making of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, Beneficiary may (i) release any person liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the

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terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations.

7.17 Reconveyance. Upon written request of Beneficiary stating that all of the Secured Obligations have been paid in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance.

7.18 Cure; Protection of Security. E ither Beneficiary or Trustee may cure any breach or default of Trustor if Trustor fails to do so within the applicable cure period, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include:
appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s or Trustee’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section

7.18 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.

8. Default and Remedies.

8.1 Events of Default. Trustor acknowledges and agrees that an Event of Defaul t shall occur under this Deed of Trust upon the occurrence of any one or more of the following events:
a. Beneficiary’s declaration of an Event of Default under any City Document, subject to the expiration of any applicable cure period set forth in such document; b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust or any other City Document, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee;
c. If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, assigned, conveyed, transferred, hypothecated, leased, licensed, encumbered, or otherwise conveyed in violation of Section 7.6 hereof or if any other Transfer occurs in violation of the City Documents;

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d. Trustor fails to maintain the insurance coverage required by the City Documents and fails to cure such default within five (5) days, or Trustor otherwise fails to comply with the requirements of Section 7.10 hereof, and Trustor fails to cure such default within the applicable time period specified in Section 7.10; e. Subject to Trust or’s right to contest such charges as provided herein, Trustor fails to pay taxes or assessments due on the Land or the Improvements or fails to pay when due any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to pursue foreclosure thereof;
f. Any representation or warranty of Trustor contained in or made in connection with this Deed of Trust or in any other City Document , or made in connection with the execution and delivery of any certificate or statement furnished by or on behalf of Trustor in connection with the Loan proves to have been false or misleading in any material adverse respect when made;
g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Trustor (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due;
h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Trustor in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or substantially all Trustor’s assets, (iii) orders the liquidation of Trustor, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or any part thereof, and in each case the order or decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance;
i. The holder of any other debt instrument secured b y a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents; or j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in Beneficiary’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Trustor commences to cure such default within thirty (30) days and thereafter prosecutes such

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cure to completion with due diligence and in good faith within not later than ninety (90) days following receipt of notice of default.

8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any City Document, and any other remedy existing at law or in equity or by statute. All of Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs.
a. Acceleration. Beneficiary may declare any or all of the Secured Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately.
b. Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. c. Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor’s or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments.
d. UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.
e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.
f. Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

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8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust.

Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust.

Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default has occurred under the City Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note.

At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law.

Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations:
a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.12(c); and

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b. Second, the remaini ng balance of all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.

8.4 Trustor’s Right to Reinstate . Notwithstanding Beneficiary’s acceleration of the sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under the City Documents if the Secured Obligations had no acceleration provision; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, and in enforcing Beneficiary’s and Trustee’s remedies as provided herein, including, but not limited to, reasonable attorney’s fees; and (d) Trustor takes such action as Beneficiary may reasonably require to assure that the lien of this Deed of Trust, Beneficiary’s interest in the Property and Trustor’s obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred.

9. Trustor's Waivers. To the fullest e xtent permitted by law, Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against Trustor by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.

10. Miscellaneous Provisions.

10.1 Additional Provisions. The City Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property.

10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary’s address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (a)personal delivery, in which case notice shall be deemed delivered upon receipt; (b) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail; or (c) nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier.

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B eneficiary: City of Livermore
Administration Building
1052 South Livermore Avenue
Livermore, CA 94550-4899
Attention: Housing and Human Services Manager

With a copy to: City of Livermore
Administration Building
1052 South Livermore Avenue
Livermore, CA 94550-4899
Attention: City Manager

Trustor: Tri Valley REACH, Inc._________________________ P.O. Box 5564________________________
Pleasanton, CA 94566
Attention: Board President

10.3 Binding on Successors. The terms, covenants and condit ions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive the provisions of Section 7.6.

10.4 Substitution of Trustee. Be neficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of Alameda County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein.

10.5 Attorneys’ Fees and Costs. In any action or proceeding to foreclose this Deed of Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys’ fees.

10.6 Governing Law; Se verability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws.

Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in State and federal courts with jurisdiction in Alameda County, California.

If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. In this Deed of Trust, whenever the context so requires, the singular number includes the plural.

10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustor hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or

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Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s or Trustee’s consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Trustor and Beneficiary. Without limiting the generality of the foregoing, Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

10.8 Action by Beneficiary. Except as may be o therwise specifically provided herein, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary’s City Manager or by any person who shall have been designated by Beneficiary’s City Manager, without further approval by the governing board of Beneficiary.

10.9 Joint and Several Liability. If Trustor consists of more than one person or entity, each shall be jointly and severally liable for the faithful performance of all of Trustor’s obligations under this Deed of Trust.

10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust.

SIGNATURES ON FOLLOWING PAGE.

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ACKNOW

LEDGMENT
Stat
e of California )
) ss
County of ________ )
On , bef
ore me, _____________________________________,
( Name of Notary)
notar
y public, personally appeared ______________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certi
fy 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.
(Notary Signat ure)
SIGNA
TURES MUST BE NOTARIZED.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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Exhibit A

LEGAL D

ESCRIPTION OF THE PROPERTY
THE L

AND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF

LIVERMORE, IN THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lots
28 as shown on the final map of Tract 7724 filed for record on August 10, 2015, in Book 333 of Maps, at Pages 48 through 52, inclusive, in the Official Records of the County of Alameda, State of California.

APN: 9
9-1388-42

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156

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Livermore
1052 South Livermore Ave.

Livermore, CA 94550
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

APN: 99-1388-42 Space above this line for Recorder’s use.

AFFORDABLE HOUSING REGULATORY AGREEMENT

AND

DECLARATION OF RESTRICTIVE COVENANTS

by and between

THE CITY OF LIVERMORE

and

Tri-Valley REACH, Inc

Supportive Shared Housing Rehabilitation and Expansion – PLHA Program

_______________, 20__

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This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into effective as of _______________, 20__ (“Effective Date”) by and between the City of Livermore, a municipal corporation (“City”) and Tri-Valley REACH, Inc (“Owner”). The City and the Owner are collectively referred to herein as the “Parties.”

R E C I T A L S
A. Owner is the owner of the real property located at 772 Camden Common, in the City of Livermore, California, commonly known as Alameda County Assessor's Parcel Number 99-1388-42 and more particularly described in Exhibit A attached hereto (the “Property”).

B. City and Owner have entered into an Affordable Housing Loan Agreement, dated as of __________, 2023_ (the “Loan Agreement”). That certain Loan Agreement provides that the Property will be required to be rented to Eligible Households at Affordable Rents in accordance with this Agreement for a period of not less than fifty-five (55) years.

C. Grant funding by the State of California Department of Housing and Community Development (“HCD”) from the Permanent Local Housing Allocation Program administered by HCD (the “PLHA Program”) has been awarded to the Program. The grant funds awarded by HCD with respect to the Project pursuant to the PLHA Program are referred to herein as the “HCD Funds.”
D. Subject to the terms and conditions set forth in the Loan Agreement, City has agreed to provide a loan to the Owner in the original principal amount of One Hundred Sixteen Thousand and Seven Hundred Ninety-Six Dollars ($116,796) (the “Loan”) to assist Owner in rehabilitating and/or increasing the number of residential units in the Property. As a condition precedent to the funding of the Loan, City requires the Property to be subject to the terms, conditions and restrictions set forth herein.

E. Pursuant to the Loan Agreement, Owner shall execute and deliver to City a Secured Promissory Note (the “Note”) to evidence Owner’s obligation to repay the Loan. The Note shall be secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing that shall be executed by Owner for the benefit of City (the “Deed of Trust”) and recorded against the Property substantially concurrently herewith.

F. The purpose of this Agreement is to satisfy the affordability requirements of the City’s Supportive Shared Housing Rehabilitation and Expansion Program (“Program”), and to regulate and restrict the occupancy and rents of the Property for the benefit of the Property’s occupants. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner’s successors and assigns for the full term of this Agreement.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. Incorporation of Recitals; Definitions .

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1.1 Incorporation of Recitals. The Parties acknowledge the truth of the Recitals set forth above, and such Recitals are hereby incorporated into this Agreement by this reference.

1.2 Definitions. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits. " Affordable Rent" m eans the maximum rent allowable for Extremely Low-Income households of one (1) person in a studio unit as specified in the City’s Affordable Housing Sales Price and Rental Rates Chart (“City Chart”) established by City Council resolution. If the City Chart has not been updated for a period of 18 months, or if the City Chart is inconsistent with the rent limits as determined by the rules and regulations applicable to the MHP Program, t hen Affordable Rent shall mean a monthly rent that does not exceed the limits applicable pursuant to the MHP Program.
“Area Median Income ” or “AMI” means the median income for Alameda County, California, as specified in the City Chart. If the City C hart has not been updated for a period of 18 months, or if the City Chart is inconsistent with the definition of “Area Median Income” as determined by the rules and regulations applicable to the MHP Program, then “Area Median Income” shall be determined in accordance with the rules and regulations applicable to the MHP program.
“City’s Authorized Representative ” means the City Manager of the City of Livermore .
“City Chart” means the City’s Affordable Housing Sales Price and Rental Rates Chart established by City Council Resolution.
“City Documents ” means the Loan Agreement, the Note, the Deed of Trust , and this Agreement.
“Claims ” means collectively, liabilities , losses, cost s, expense s (including without limitation attorneys’ fees and costs of litigation), claims , demands , action s, suits, judicial or administrative proceedings , penalt ies, deficienc ies, fines, order s, and damages. “Deed of Trust” is defined in Recital D.
“Eligible Household” means an individual with an intellectual or developmental disability whose Gross Income upon initial occupancy does not exceed Extremely Low-Income. “Extremely Low-Income” means thirty percent (30%) of Area Median Income, Adjusted for a household of one (1) person.
“Gross Income” shall have the meaning set forth in Section 6914 of Title 25 of the California Code of Regulations as such section may be revised from time to time. “HCD” means the California Department of Housing and Community Development. “HCD Funds” is defined in Recital C

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“HUD” means the U.S. Department of Housing and Urban Development. “Indemnitees” means collectively, the City and its elected and appointed officers, officials, employees, agents, consultants, contractors, and designated volunteers. “Loan” is defined in Recital C.
“Loan Agreement” is defined in Recital B.
“Marketing and Management Plan” is defined in Section 7.5. “MHP Program” means the HCD Multifamily Housing Program established pursuant to Health and Safety Code Section 50675 et seq. “Note” is defined in Recital D.
“Official Records” means the Official Records of the Alameda County Recorder. “Very Low -Income” means fifty percent (50%) of Area Median Income , Adjusted for a household of one (1) person.

2. Use and Affordability Restrictions. Owner hereby covenants and agrees, for itself and its successors and assigns, that throughout the term of this Agreement (as defined in Section 5.1 below), the Property shall be used solely as an affordable shared housing residence with supportive services for tenants with an intellectual or developmental disability, and that with the exception of a staff/manager’s unit, occupancy will be limited to Eligible Households in compliance with the Loan Agreement and the requirements set forth in this Agreement. Owner represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Agreement, and Owner covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City.

2.1 Supportive Services. O
wner has elected to operate the Property as supportive
shared housing with supportive services for residents. To the extent applicable, the Property will be operated at all times in accordance with (a) the Unruh Act, including without limitation California Civil Code Sections 51.2, 51.3, and 51.4; (b) the federal Fair Housing Act, 42 U.S.C.

Section 3607(b) and 24 CFR 100.304; (c) the California Fair Employment and Housing Act, Government Code Section 12900 et seq., and (d) all other applicable laws and regulations.

Owner shall make the following supportive services available to residents of the Property :
specialized health-care and other therapies, leisure and recreational opportunities, and life skills and training services, and Owner shall provide or arrange for the provision of supportive services to residents of the Property in accordance with the Plan described in Section 7.5 below.

2.2 Affordability and Occupancy Requirements. Throughout the term of this Agreement (as defined in Section 5.1 below), the individual bedrooms or dwelling units in the Property shall be rented at Affordable Rents to Eligible Households. Notwithstanding any contrary provision of this Agreement, rent for tenants who have Housing Choice/Section 8 vouchers shall be set in accordance with the rules and regulations applicable to such program.

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Owner shall comply with rent and occupancy restrictions imposed by all applicable financing sources and regulatory agencies, and if such agencies impose requirements on that are more stringent than those set forth in this Agreement, including without limitation, requirements that restrict a greater number of units than restricted by this Agreement or require stricter household income eligibility or affordability requirements than those imposed by this Agreement, the requirements of such other agencies shall prevail during such time that they are effective.

2.3 Housing First Protocol; Resident Selection. Owner ackn owledges that the Project
will be subject to the Housing First protocol described in California Code of Regulations, title 25, Sections 8409(b) subsections (1) through (6), and further agrees that Project residents will be selected in a manner consistent with California Welfare and Institutions Code Section 8255(b)(8) using a protocol that prioritizes selection criteria other than “first-come, first serve” and may include, without limitation, the duration or chronicity of homelessness/disability, vulnerability to early mortality, high utilization of crisis or medical services, and the need for housing that provides supportive services. Owner shall be obligated to screen prospective tenants to establish that they qualify as Eligible Households, and may contract with a qualified organization or agency that will provide referrals of Eligible Households for prospective occupancy of the Property.

2.4 Inc
reased Income of Tenants. No tenant that qualifies as an Eligible Household shall be denied continued occupancy of the Property because, after admission, the Gross Income of such tenant increases to exceed the qualifying limit for Eligible Households. A tenant that at initial occupancy qualifies as an Eligible Household shall be treated as continuing to be an Eligible Household so long as the tenant’s Gross Income does not exceed Very Low-Income.

2.5 Rental Agreements; Evictions. O wner shall use a lease or rental agreement in form approved by City. The form of lease must comply with all requirements of this Agreement and the Loan Agreement, and among other requirements must:

(a) Provide for termination of the lease and acknowledgement by the tenant that eviction may result if (i) the tenant fails to provide any information required under this Agreement or reasonably requested by Owner to establish or recertify the tenant's qualification for occupancy in the Project in accordance with the standards set forth in this Agreement, or (ii) the tenant makes any material misrepresentation in connection with the initial or subsequent income and eligibility certification, and fails to qualify as an Eligible Household.

(b) Be for an initial term of not less than one (1) year, unless by mutual agreement bet
ween the tenant and Owner, and provide for no increase in rent during such initial year. After the initial year of tenancy, the lease may be month-to-month by mutual agreement of Owner and the tenant. Notwithstanding the above, any rent increases shall be subject to the requirements of Section 2.8.

(c) Provide that any termination of a lease or refusal to renew a lease for a unit within the Project must be preceded by Owner’s delivery to tenant of not less than sixty (60) days’

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written notice (or such longer advance written notice as may be required by California law), specifying the grounds for the action.

(d) Include a detailed written listing of reasonable rules of conduct and occupancy which shall be consistent with state and federal law, and shall be provided to each tenant upon initial occupancy.

2.6 Maximum Occupancy. Occupancy of each bedroom in the Property shall be limited to a maximum of one (1) person, and total occupancy of the Property shall be limited to a maximum of four (4) persons.

2.7 Non-Dis
crimination; Compliance with Fair Housing Laws.

2.7.1 Fair Housing; Section 8 Vouchers. Owner shall comply with state and federal fair housing laws in the marketing and rental of the Property. Owner shall accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto.

2.7.2 Non-Dis
crimination. Owner covenants for itself, its successors and assigns, and all persons claiming under or through Owner, that there shall be no discrimination in the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin, age, or gender identity of any person. Owner covenants for itself, its successors and assigns, and all persons claiming under or through Owner, that this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Owner, its successors and assigns, or any person claiming under or through Owner, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith.

2.7.3 No Exclusion. Without limiting the generality of Sections 2.7.1 and 2.7.2, Owner will not exclude or discriminate against any person in the United States, on the grounds of race, color, religion, national origin, sex, sexual orientation, familial status, physical or mental disability, age, or gender identity from participating in, or benefiting from, any program or activity related to the Property. Specifically, Owner will not, on the basis of any of the foregoing:

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(i) Deny any service or other benefit provided under any program activity;

(ii) Provide any service or other benefit which is different, or is provided in a different form from that provided to others under any program or activity;

(iii) Subject to segregated or separate treatment in any facility in, or in any manner or process related to receipt of any service or benefit under any program or activity;

(iv) Restrict in any way the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit under any program or activity;

(v) Treat an individual differently from others in determining whether that individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any service or other benefit provided under any program or activity; or

(vi) Deny an opportunity to participate in any program or activity as an employee.

2.8 Rent Increases. I
nitial rents to be charged to residents of the Project are subject to City approval. Rents may not be increased more often than once every twelve (12) months, and may be increased by no more than five percent (5%) per year or by such lesser amount as permitted under California law. Owner shall provide each tenant with at least sixty (60) days’ prior written notice of any increase in rent, or such longer advance written notice as may be required by California law. Owner shall comply with all applicable California rent control laws and tenant notification requirements.

3. Relocation .

3.1 Compliance with Laws. Owne r covenants and agrees that persons residing on the Property as of the date of this Agreement shall not be displaced before suitable replacement housing and tenant space, as applicable, is available. Owner shall ensure that all occupants of the Property receive all notices, benefits, and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.), all state and local regulations implementing such law, and all other applicable local, state and federal laws, regulations, and policies relating to the displacement and relocation of eligible persons as defined in such Relocation Laws, including but not limited to the Uniform Relocation Act (42 U.S.C. § 4601 et seq.) and implementing regulations (all of the foregoing, collectively “Relocation Laws”).

3.2 Costs; Indemnity. Own
er shall be responsible for payment of any and all costs and expenses incurred in connection with the temporary and/or permanent displacement and/or relocation of residential and commercial occupants of the Property as required by Relocation Laws, including, without limitation, payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws, and City shall have no responsibility for payment therefor. To the greatest extent allowed by law, Owner shall indemnify, defend (with counsel reasonably approved by City) , and hold the

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Indemnitees harmless from and against any and all Claims arising in connection with the breach of Owner’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Owner’s indemnification obligations under set forth in this Section 3.2 shall not apply to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 3.2 shall survive the expiration or earlier termination of this Agreement, and are subject to the additional terms set forth in Section 11.1 below.

4. Reporting Requirements; Access to Information; Inspections.

4.1 Ten
ant Certification. Owner or Owner’s authorized agent shall obtain from each prospective tenant prior to initial occupancy of the Property, and on every anniversary thereafter, a written certificate containing all of the following in such format and with such supporting documentation as City may reasonably require:
(i) The
identity of each household member;
( ii) The total household Gross Income; and
(iii) The basis upon which the tenant or prospective tenant qualifies as an Eligible Household.

For the purpose of determining whether a household is an Eligible Household, household Gross Income shall be determined using the criteria set forth in Section 6914 of Title 25 of the California Code of Regulations.

Owner shall retain such certificates for not less than five (5) years, and upon City’s request, shall provide copies of such certificates to City and make the originals available for City inspection.

4.2 Annual Reports ; Ins
pections. By not later than 180 days following the Effective Date, and thereafter by not later than May 31 of each year, Owner shall submit an annual report (“Annual Report”) to the City in form attached hereto as Exhibit C, together with the additional information specified in this Section 4.2 and a certification that the Property is in compliance with the requirements of this Agreement. The Annual Report shall, at a minimum, include the following information for each occupant of the Property: (i) current rent, utility, and other charges; (ii) move-in date; (iii) documentation of source of household income; and (iv) the information required by Section 4.1. In addition, the Annual Report shall include the dates of any vacancies during the previous year.

Owner shall include with the Annual Report, an income recertification for each tenant, docume
ntation verifying tenant eligibility, and such additional information as City may reasonably request from time to time in order to demonstrate compliance with this Agreement.

The Annual Report shall conform to the format requested by City.

In addition to the information described above, the Annual Report shall include the following:
(i) A Property income and expense statement for the reporting period;

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( ii) Proposed annual budget for the next fiscal year which sets forth Owner’s estimate of operating income, operating expenses and debt service for the year, amounts payable to reserves and proposed rent adjustments;

( iii) A report on maintenance and other issues anticipated to affect the current budget needs of the Property as well as the amount in the Property’s reserve accounts and the amount expected to be needed for major repairs or other needs during the new fiscal year;

( iv) Financial statements for the Property prepared in accordance with generally accepted accounting standards, and if requested by City, an audit by an independent certified public accountant.

(v) City may, in its reasonable discretion, from time to time request additional or different information, and Owner shall promptly supply such information in the reports required hereunder.

4.3. Main
tenance of Records.

4.3.1 O wner shall maintain tenant leases, income certifications and other matters related to the leasing of the Property for a period of five (5) years after the final date of occupancy by the tenant.

4.3.2 Records must be kept accurate and up- to-date. City shall notify Owner of any records it deems insufficient. Owner shall have fifteen (15) calendar days from such notice to correct any specified deficiency in the records, or, if more than fifteen (15) days shall be reasonably necessary to correct the deficiency, Owner shall begin to correct the deficiency within fifteen (15) days and diligently pursue the correction of the deficiency as soon as reasonably possible.

4.4 Access to Records; Inspections.

4.4.1 With at least 48-hours’ notice, during normal business hours, Owner shall provide City and its authorized agents and representatives access to the books, documents, and records of the Property for the purpose of making audits, examinations, excerpts and transcriptions.

4.4.2 With at least 48-hours’ notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to and the right to examine the Property and to interview tenants for the purpose of verifying compliance with applicable regulations and compliance with the conditions of this Agreement and the other City Documents.

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5. Term of Agreement.

5.1 Term of Restrictions. This Agreement shall remain in effect until the fifty-fifth (55th) anniversary of the Effective Date of this Agreement, unless the parties agree to extend the term pursuant to a recorded amendment to this Agreement.

5.2 Effectiveness Succeeds Conveyance of Property and Repayment of Loan. This Agreement shall remain effective and fully binding for the full term hereof regardless of (i) any sale, assignment, transfer, or conveyance of the Property or any part thereof or interest therein, (ii) any payment, prepayment or extinguishment of the Loan or the Note, or (iii) any reconveyance of the Deed of Trust.

5.3 Recon veyance. Upon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Agreement upon the expiration of the term.

6. Binding Upon Successors; Covenants to Run with the Land. Ow ner hereby subjects
its interest in the Property to the covenants and restrictions set forth in this Agreement. The City and Owner hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Owner and City, regardless of any sale, assignment, conveyance or transfer of the Property or any part thereof or interest therein. Any successor-in-interest to Owner, including without limitation any purchaser, transferee or lessee of the Property (other than the tenants of the Property) shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement.

Each and every contract, deed, ground lease or other instrument affecting or conveying the Property or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. If any such contract, deed, ground lease or other instrument has been executed prior to the date hereof, Owner hereby covenants to obtain and deliver to City an instrument in recordable form signed by the parties to such contract, deed, ground lease or other instrument pursuant to which such parties acknowledge and accept this Agreement and agree to be bound hereby. Owner agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Property in favor of City.

7. Property Management; Repair and Maintenance; Marketing; Reserves; Su pportive
Services.

7.1 Management Responsibilities. Owner shall be responsible for all management functions with respect to the Property, including without limitation the selection of tenants, certification and recertification of household income and eligibility, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. City shall have no responsibility for management or maintenance of the Property.

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7.2 Management Entity ; Supportive Services Provider; Referral Agency . City shall have the right to review and approve the qualifications of (i) the management entity, (ii) the supportive services provider, and (iii) any agency that will verify the eligibility of prospective tenants of the Property, and shall have the right to review and approve any property management agreement, supportive services agreement, or similar agreement executed between Owner and such entities, which approval shall not be unreasonably withheld. The contracting of management services to a management entity shall not relieve Owner of its primary responsibility for proper performance of management duties. City hereby approves HCEB (Housing Consortium of East Bay), as the initial management entity for the Property. Any subsequent management entity or supportive services provider shall be subject to City review and approval, which shall not be unreasonably withheld or delayed. Upon City determination and delivery of written notice to Owner that Owner has failed to operate the Property in accordance with this Agreement, City may require Owner to contract with a qualified management agent selected by City, to operate the Property, or to make such other arrangements as City deems necessary to ensure performance of the required functions.

7.3 Repair, Maintenance and Security. Throughout
the term of this Agreement,
Owner shall at its own expense, maintain the Property in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Owner agrees to maintain the Property (including without limitation, the common areas) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property. Owner shall prevent and/or rectify any physical deterioration of the Property and shall make all repairs, renewals and replacements necessary to keep the Property in good condition and repair. Owner shall provide adequate security measures for the Property, including without limitation, the installation of adequate lighting and deadbolt locks. All construction/rehabilitation work and professional services for the Property shall be performed by persons or entities licensed or otherwise authorized to perform the applicable work or service in the State of California and shall have a current City of Livermore business license if required under local law. Owner shall comply in all respects with the homeowners’ association rules and regulations and all other rules and regulations applicable to the Property. Owner shall diligently work to resolve complaints related to noise, parking, litter or other neighborhood concerns.

7.4 Cit
y’s Right to Perform Maintenance. In the event that Owner breaches any of the covenants contained in Section 7.3, and such default continues for a period of ten (10) days after written notice from City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from City (with respect to landscaping, building improvements and general maintenance), then City, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas on the Property. All costs expended by City in connection with the foregoing, shall constitute an indebtedness secured by the Deed of Trust, and shall be paid by Owner to City upon demand. All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor shall bear interest at the lesser of 10% per annum or the highest rate permitted by applicable law.

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7.5 Marketing and Management Plan. Owner shall submit for review and approval by the City, a plan for marketing and managing the Property ("Marketing and Management Plan" or “Plan”). The Marketing and Management Plan shall address in detail how Owner plans to market the Property to prospective Eligible Households in accordance with fair housing laws and this Agreement, Owner’s tenant selection criteria and procedures, and how Owner plans to certify the eligibility of Eligible Households. The Plan shall also describe the management team and shall address how the Owner and the management entity plan to manage and maintain the Property. The Plan shall include the proposed management agreement and the form of rental agreement that Owner proposes to enter into with tenants of the Property. In addition, the Plan shall include: (i) information regarding the qualifications of the proposed supportive services provider or staffing that will provide services to residents of the Property, and copies of agreements for the provision of services by social services providers, (ii) information regarding any organizations or agencies that will provide referrals of Eligible Households for prospective occupancy of the Property, and (iii) the supportive services that will be provided to tenants of the Property. Owner shall abide by the terms of the Marketing and Management Plan in marketing, managing, and maintaining the Property, and throughout the term of this Agreement, shall submit proposed modifications to City for review and approval.

In addition to the foregoing, the Marketing and Management Plan shall address the foll
owing:
(a) The actions to be taken by Owner to affirmatively market the Property in com
pliance with fair housing laws and in compliance with City’s policies and procedures, including, without limitation, the policies described in Sections 2.3 and 2.7 above;
(b) Criteria for determining tenant eligibility, including certification of househol
d income and size, and establishing reasonable occupancy standards (which shall not exceed the standards specified in Section 2.6, or if more restrictive, the standards established by state and federal fair housing laws and state housing and building codes), and procedures for screening prospective tenants, including obtaining credit reports, unlawful detainer reports, landlord references and criminal background investigations;

(c) A
requirement that eligible tenants be selected based on order of application, lottery or other reasonable method approved by City;

(d) A requirement that eligible applicants be notified of eligibility and be provided an estimate regarding when a bedroom in the Property may be available for rent;

(e) A requirement that ineligible applicants be notified of the reason for their ineligibility;

(f) Specific procedures through which applicants deemed to be ineligible may appeal this determination;

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(g) Maintenance of a waiting list of eligible applicants;

(h) Specific procedures for obtaining documentation regarding prospective tenants’ incomes, as necessary, to certify that such income does not exceed income limits;

(i) Specific procedures for certification and recertification of household incomes and procedures for handling over-income tenants;

(j) A requirement that a written rental agreement (subject to City approval) be executed with each Eligible Household selected to occupy the Property;

(k) A detailed listing of reasonable rules of conduct and occupancy which shall be in writing, shall be consistent with federal and state law, and shall be provided to each tenant upon occupancy;

(l) Procedures for maintenance and management of the Property;

(m) Procedures for dealing with tenant or neighborhood issues or concerns;

(n) Procedures for maintaining a reserve account, budgeting for maintenance and repair needs as well as long-term rehabilitation needs, and handling net cash flow;

(o) Such other requirements and c riteria/procedures as City may reasonably determine appropriate; and

(p) Owner’s plan for educating tenants regarding, and ensuring compliance with, the homeowners’ association rules and regulations and other regulations applicable to the Property, including without limitation, rules regarding parking, storage, and use of balconies.

7.6 Approval of Amendments. If City has not responded to any submission of the Management and Marketing Plan, the proposed management entity, the proposed management agreement, or a proposed amendment or change to any of the foregoing within sixty (60) days following City’s receipt of such plan, proposal, agreement or amendment, the plan, proposal, agreement, or amendment shall be deemed approved by City.

7.7 Fees
, Taxes, and Other Levies. Owner shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Property, including without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. However, Owner shall not be required to pay any such charge so long as (a) Owner is contesting such charge in good faith and by appropriate proceedings, (b) Owner maintains reserves adequate to pay any contested liabilities, and (c) on final determination of the proceeding or contest, Owner immediately pays or discharges any decision or judgment rendered against it, together with all costs, charges and interest. The foregoing is not intended to impair Owner’s ability to apply for any applicable exemption from property taxes or other assessments and fees.

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7.8 Insurance Cove rage. Throughout the term of this Agreement Owner shall comply with the insurance requirements set forth in Exhibit B, and shall, at Owner’s expense, maintain in full force and effect insurance coverage as specified in Exhibit B.

7.9 Property Damage or Destruction. If a
ny part of the Property is damaged or
destroyed, Owner shall repair or restore the same, consistent with the occupancy and rent restriction requirements set forth in this Agreement. Such work shall be commenced as soon as reasonably practicable after the damage or loss occurs and shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible.

7.10 Required Reserves. Ow
ner shall be obligated to establish and maintain an
operating and replacement reserve account for the Property (“ Reserve”). The Reserve shall initially be funded with the sum of Five Thousand Dollars ($5,000) which shall be deposited into the Reserve as of close of escrow for Owner’s acquisition of the Property. The Reserve shall be replenished from Property net operating income so that the minimum amount in the Reserve is Five Thousand Dollars ($5,000). The maximum amount tha t can be held in the Reserve is two percent (2%) of the fair market value of the Property or such other amount approved by City. Reserve funds may be used solely for maintenance and operating expenses of the Property. The City’s advance written consent, which shall not be unreasonably withheld, shall be required for withdrawals from the Reserve for non -routine operating and maintenance expenses exceeding the sum of Three Thousand Dollars ($3,000).

7.11 No Criminal Activity. O
wner agrees that neither Owner nor any person residing
on the Property, their guests or persons under their control, shall permit, engage in, or facilitate criminal activity within the Property, within the development in which the Property is located, or on the streets bordering such development. This includes, without limiting the foregoing: (i) the illegal manufacture, sale, distribution, use, or possession with the intent to manufacture, sell, distribute, or use a controlled substance as defined in Section 102 of the Controlled Substances Act (21 U.S.C. Section 802); (ii) the unlawful discharge of firearms; and (iii) all acts or threats of violence, harming, or intending to harm a person or property.

8. Recordation; Subordination. This Agreement shall be recorded in the Official Records.

The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement to deeds of trust provided for the benefit of lenders identified in the financing plan submitted to City for the Property in accordance with the Loan Agreement, as such plan may be updated with City approval, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

9. Transfer and Encumbrance.

9.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the Loan Agreement or this Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial

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sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property or the Project without the prior written consent of the City, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the term of this Agreement, except as expressly permitted by this Agreement or the Loan Agreement, Owner shall not undergo any significant change of ownership without the prior written approval of City.

For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis.

9.2 Conditionally P ermi
tted Transfers. Subject to the provisions of this Section 9.2, and if applicable, Section 9.3, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the lease of bedrooms or dwelling units within the Property to tenants for occupancy as their principal residence in accordance with this Agreement; (ii) assignments creating security interests for the purpose of financing the acquisition or improvement of the Property in accordance with the Financing Plan approved in accordance with the Loan Agreement as such may be updated with City Approval, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; or (iii) a Transfer to a tax- exempt entity under the direct control of, or under common control with, Owner.

9.3 Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements, or part thereof if all of the following requirements are met (provided however, the requirements of this Section 9.3 shall not apply to Transfers described in clauses (i) and (ii) of Section 9.2. (i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently manage the Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement. (ii) The Owner and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Project, or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Owner under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Owner arising prior to the effective date of the Transfer (unless Owner expressly remains responsible for such obligations), and shall agree to be subject to and assume all of Owner’s obligations under the City Documents. (iv) The final form of the organizational documents of the proposed transferee, and any subsequent amendments that affect the City's economic interests under this Agreement or the City Documents shall be subject to the City’s review and approval.

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(v) The Transfer and the assumption of Owner’s obligations shall be effectuated pursuant to an assignment and assumption agreement in form approved by City and recorded in the Official Records.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within thirty (30) days following City’s receipt of written request by Owner, the proposed Transfer shall be deemed approved.

9.4 Effect of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer of the Property shall be deemed to relieve the Owner or any other party from any obligation under this Agreement. It shall be an Event of Default hereunder entitling City to pursue remedies including without limitation, acceleration of the Loan and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Owner assigns or Transfers this Agreement or the Property in violation of Section 9. This Section 9.4 shall not apply to Transfers described in clauses (i) and (ii) of Section 9.2.

9.5 Recovery of City Costs. Within ten (10) days following City’s delivery to Owner of an invoice detailing such costs, Owner shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer of this Agreement, Owner’s interest in the Property or part thereof, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee.

9.6 Encumbrances . Ow
ner agrees to cooperate with City in good faith to ensure that all deeds of trust or other security instruments and any applicable subordination agreement recorded against the Property or part thereof for the benefit of a lender other than City (“Third- Party Lender”) shall contain each of the following provisions: (i) Third-Party Lender shall use its best efforts to provide to City a copy of any notice of default issued to Owner concurrently with provision of such notice to Owner; (ii) City shall have the reasonable right, but not the obligation, to cure any default by Owner within the same period of time provided to Owner for such cure extended by an additional ninety (90) days; (iii) provided that City has cured any default under Third-Party Lender’s deed of trust and other loan documents, City shall have the right to foreclose the Deed of Trust, and take title to the Property without acceleration of Third- Party Lender’s debt; and (iv) City shall have the right to transfer the Property without acceleration of Third-Party Lender’s debt to a nonprofit corporation or other entity which shall own and operate the Property as affordable rental housing, subject to the prior written consent of the Third-Party Lender. Owner agrees to provide to City a copy of any notice of default Owner receives from any Third-Party Lender within three (3) business days following Owner’s receipt thereof.

9.7 Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Property, and the purchaser at any trustee’s sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Any such purchaser shall be bound by and subject to this Agreement from

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and after such trustee’s sale or foreclosure sale. Promptly upon determining that a violation of this Agreement has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Property that such violation has occurred.

10. Default and Remedies.

10.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):
(i) The occurrence of a Transfer in violation of Section 9 hereof; (ii) Owner’s failure to maintain insurance on the Property as required hereunder, and the failure of Owner to cure such default within five (5) days; (iii) Subject to Owner’s right to contest the following charges, Owner’s failure to pay taxes or assessments due on the Property or failure to pay any other charge that may result in a lien on the Property, and Owner’s failure to cure such default within twenty (20) days of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;
(iv) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(v) A default arises under the Loan Agreement, the Note, or the Deed of Trust and remains uncured beyond the expiration of any applicable cure period; (vi) Owner’s default in the performance of any term, provision or covenant under
this Agreement (other than an obligation enumerated in this Section 10.1), and unless such provision specifies a shorter cure period for such default, the continuation of such default for ten (10) days in the event of a monetary default or thirty (30) days in the event of a non-monetary default following the date upon which City shall have given written notice of the default to Owner, or if the nature of any such non-monetary default is such that it cannot be cured within thirty (30) days, Owner’s failure to commence to cure the default within thirty (30) days and thereafter prosecute such cure to completion with due diligence and in good faith within not later than ninety (90) days following receipt of notice of default.

10.2 Remedies. Upon t
he occurrence of an Event of Default and its continuation beyond any applicable cure period, City may proceed with any of the following remedies:

(i) B
ring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; (ii) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable and proceed with foreclosure under the Deed of Trust;

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(iii) For violations of obligations with respect to rents for the Property, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the Affordable Rent; or
(iv) Pursue any other remedy allowed under the City Documents or at law or in equity.

Each of the remedies provided herein is cumulative and not exclusive. The City may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement.

11. Indemnity. To t
he greatest extent permitted by law, Owner shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against all Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’s (or Owner’s employees’, agents’, or contractors’) management, or operation of the Property or any failure to perform any obligation as and when required by this Agreement.

Owner’s indemnification obligations under this Section 11 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 11 shall survive the expiration or earlier termination of this Agreement, and are subject to the additional terms set forth in Section 11.1 below.

11.1 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

11.1 shall apply to all provisions of this Agreement that pertain to Owner’s obligations to indemnify City and the other Indemnitees, including without limitation, Sections 3.2 and 11. In connection with each such provision, all of the following shall apply:

(a) C
ity does not and shall not waive any rights against Owner that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Owner, of any of the insurance policies described in this Agreement.

(b) Owner’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting City’s recourse to property securing the Secured Obligations (as defined in the Deed of Trust), or limiting the personal liability of Owner, or any other party for payment of all or any part of the indebtedness evidenced by the Note; (iv) the accuracy or inaccuracy of any representation and warranty made by Owner under this Agreement or by Owner or any other party under any City Document, (v) the release of Owner or any other person, by City or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for repayment of the indebtedness evidenced by the Note; and (vii) City’s failure to properly perfect any lien or security interest given as security for repayment of the indebtedness evidenced by the Note.

(c) The obligations of Owner to indemnify the Indemnitees shall survive any repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding,

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any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust.

12. Miscellaneous.

12.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records.

12.2 No Waiver. Any w aiver by City of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by City at any time to require strict performance by Owner of any provi
sion of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

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

City:

City of Livermore
Administration Building
1052 South Livermore Avenue
Livermore, CA 94550-4899
Attention: Housing and Human Services Manager

With a copy to:

City of Livermore
Administration Building
1052 South Livermore Avenue
Livermore, CA 94550-4899
Attention: City Manager

Owner: Tri Valley REACH, Inc.

P.O. Box 5564Pleasanton, CA 94566
Attention: Board President

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12.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement.

12.5 Parties Not Co-V
enturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Owner and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this Agreement) or to any third party with respect to the Property. Owner and its employees are not employees of City but rather are, and shall always be considered independent contractors.

Furthermore, Owner and its employees shall at no time pretend to be or hold themselves out as employees or agents of City. Except as City may specify in writing, Owner shall not have any authority to act as an agent of City or to bind City to any obligation.

12.6 Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City’s Authorized Representative or by any person who shall have been designated by the City’s Authorized Representative, without further approval by the City Council.

12.7 Non-Lia
bility of City and City Officials, Employees and Agents. No officer, official, employee or agent of the City shall be personally liable to Owner or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Owner or its successor or for any obligation of City under this Agreement.

12.8 Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. Except as otherwise expressly stated herein, any reference to a particular section of this Agreement shall mean a reference to all subsections of such section. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Livermore shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

12.9 Time is of the Essence. Time is of the essence in the performance of this Agreement.

12.10 Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California.

12.11 A ttorneys' Fees and Costs . If
any legal or administrative action is brought to
interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action.

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12.12 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

12.13 Entire Agreement; Exhibits. This Agreement, together with the Loan Agreement, the Note, and the Deed of Trust contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A through C, attached hereto are incorporated herein by this reference.

12.14 Survival. Owner ’s obl
igations pursuant to Sections 3.1, and 11, and all other provisions that expressly so state, shall survive the expiration or termination of this Agreement.

12.15 No Third Party Beneficiaries. Exc
ept as expressly set forth herein, nothing
contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

12.16 Count
erparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

SIGNATURES ON FOLLOWING PAGE(S)
.

EXHIBIT A
177

EXHIBIT A
178

EXHIBIT A
179

ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)
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.

EXHIBIT A
180
Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LIVERMORE, IN THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

EXHIBIT A
181
Exhibit B

INSURANCE REQUIREMENTS

Throughout the term of this Agreement, Owner shall maintain the following policies of insurance and shall comply with all provisions set forth in this Exhibit.

(a) Co
mmercial General Liability. A commercial general liability policy, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage, with coverage limits in the amount of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds. The annual aggregate limit under the policies must apply separately to the Property, or must be not less than three times the annual aggregate limit specified in this paragraph.

(b) Automobile. Co mprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles.

Automobile liability policies shall name the Indemnitees as additional insureds.

(c) Worker’s Compensation; Employer’s Liability. Owner shall furnish or cause to be furnished to City evidence satisfactory to City that Owner and any contractor that has contracted for the performance of work on the Property carries statutory Workers’ Compensation insurance and Employer’s Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per accident, per employee for bodily injury or disease.

(d) Intentionally omitted.
(e) Property. Property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Property, including tenant improvements, betterments, and contents, with deductible, if any, in an amount acceptable to City, naming City as loss payee as its interests may appear.

(f) Ins
urance Providers. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A: VII.

(g) E
vidence of Insurance, Endorsements, Policies. Prior to the Effective Date of the Loan Agreement, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage described in paragraphs (a), (b), (c), and (e) above, together with duly executed endorsements evidencing the City’s status as additional insured, and all other endorsements and coverage required hereunder. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal. The certificates shall name as Certificate Holder, City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550. Owner shall furnish City with evidence of property insurance in compliance with paragraph (e) above prior to the date of close of escrow for conveyance of the Property to Owner. Upon City’s request, Owner shall furnish or arrange to have furnished to City, complete certified copies of all insurance policies required under this Agreement.

EXHIBIT A
182
City’s failure to make such request shall not constitute a waiver of the right to require delivery of the policies in the future.

(h) A
dditional Insured Endorsements. The additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94. Coverage shall be at least as broad as CG 20 10 04 13.

(i) Rein
statement. If any insurance policy or coverage required hereunder is canceled or reduced, Owner shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Owner’s expense, and Owner shall promptly reimburse City for such expense upon receipt of billing from City.

(j) Primar
y Coverage; Waiver of Subrogation; Annual Aggregate Limits. All coverage shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. The policies or endorsements shall provide that any failure of the named insured to comply with reporting or other provisions of any policy, including breaches of warranties, shall not affect coverage provided to the City of Livermore and the Indemnitees as additional insured, and that the coverage shall apply to each insured against whom claim is made or suit is brought, subject to the limits of liability under the policy. Each insurance policy, including Worker’s Compensation, must contain a waiver of subrogation for the benefit of the City. If any of the required insurance is provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above.

(k) Deductibles/Retentions. Any de
ductibles or self-insured retentions shall be declared to, be subject to approval by, the City Attorney. At the option of and upon request by the City Attorney if the City Attorney determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects the Indemnitees or Owner shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses. Policies containing any self-insured retention shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or by the City of Livermore.
(l ) Adju
stments. The limits of the liability coverage and, if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circum- stances, including, but not limited to, changes in inflation and the litigation climate in California.

Within thirty (30) days following City’s delivery of written notice of any such adjustments, Owner shall provide City with amended or new insurance certificates and endorsements evidencing compliance with such adjustments.

EXHIBIT A
183
(m) Additional Insured Coverage; Liability Limits. For all liability insurance required by this Agreement, Owner shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Owner to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Owner, but in no event less than the minimum amounts specified in this Agreement. In the event that Owner obtains insurance policies that provide liability coverage broader than or in amounts greater than specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement.

EXHIBIT A
184
Exhibit C

FORM OF ANNUAL REPORT

(See attached.)

EXHIBIT A
185

MULTI-FAMILY RENTAL PROJECT ANNUAL REPORT

PROJECT CONTACT INFORMATION
Property Information
Property Name
Address
Community Manager
Phone
Email
Website (if applicable)
Owner Information
Owner Name
Company Name
Owner Address
City, State, Zip
Phone
Email
Primary Contact
Secondary Contact
Management Agent Information
Company Name
Address
City, State, Zip
Phone
Email
Primary Contact Name
Secondary Contact
Name

Name of first point of contact for and on-site monitoring of the property:

EXHIBIT A
186

MULTI-FAMILY RENTAL PROJECT ANNUAL REPORT
Property Name & Address

Person Completing Report

Date

Report Period

Compliance with Required Number of Low Income Units
Total number of income restricted units which are currently occupied (or reserved and available for occupancy) by low- income households:

Number of vacant income restricted units at the time of this report:

I hereby certify that these units in the quantity listed above have been continuously designated as units for occupancy by low-income households during the reporting period:

Name of Project Owner or Authorized Agent Title

Compliance with Rent Limits
List below the current monthly rents of the units restricted for occupancy by low-income households as well as the prior rents (if increases were made during the report period):

Plan Number of
Bedrooms
Current
Rent
Prior
Rent
% Increase Additional
Fees
Charged
Utility Allowance
(if applicable) or Amount of
Tenant Paid Utilities

I hereby certify that the rents in all units designated for low-income households did not exceed the levels authorized under the regulatory agreement/restrictive covenants with the City of Livermore during the reporting period:

Name of Project Owner or Authorized Agent Title

EXHIBIT A
187

Restricted Unit Occupant Information
Unit
#
Bdrms Unit
Income
Level
Tenant
Last
Name
Move-
In
Date
# in
Household
Reported
Annual
Income
Effective
Date of
Current
Rent
Tenant
Paid Rent
Section 8?
(Y/N)

EXHIBIT A
188

Occupant Demographic Information

Occupant Race Unduplicated Race Unduplicated Ethnicity
Hispanic/Latino/Latina/Latinx
White
Black or African American
Asian
American Indian, Alaskan Native, or
Indigenous
Native Hawaiian or Pacific Islander
Multiracial
Other Race
Additional Category (please specify):

Unduplicated Totals 0 0

Occupant Income Levels Unduplicated Income
Extremely Low (<30% AMI)
Very Low (30%-50% AMI)
Low (50% to 80% AMI)
Moderate (>80% AMI)
Unduplicated Total 0

Occupant Gender Identity Total
Man
Non-Binary
Transgender
Woman
Additional Category (please specify):

Total 0

EXHIBIT A
189
NOT
E: May include duplication if an occupant has more than one identity.

Other Characteristics Total
Senior
Disabled
Youth
Formerly Homeless
Additional Category (please specify):

Additional Category (please specify):

NOTE: May include duplication if an occupant has more than one of the listed characteristics.

EXHIBIT A
190

MULTI-FAMILY RENTAL PROJECT ANNUAL REPORT

PROPERTY CONDITION REPORT
Property Name
Address
Name of Person
Completing Report

Reporting Period

List any physical defects or major repair work undertaken within the reporting period:

Comments on any general management/performance issues within the reporting period:

EXHIBIT A
191

EXHIBIT A
192

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Livermore
1052 South Livermore Ave.

Livermore, CA 94550
Attention: City Clerk
EXEM

PT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
APN: 99-1388-42 Space above this line for Recorder’s use.

AFF

ORDABLE HOUSING REGULATORY AGREEMENT
AND
DECL

ARATION OF RESTRICTIVE COVENANTS
by and b
etween
THE C

ITY OF LIVERMORE
and
Tri-Va
lley REACH, Inc
Suppo
rtive Shared Housing Rehabilitation and Expansion – PLHA Program _______________, 20__

EXHIBIT B
193
This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into effective as of _______________, 20__ (“Effective Date”) by and between the City of Livermore, a municipal corporation (“City”) and Tri-Valley REACH, Inc (“Owner”). The City and the Owner are collectively referred to herein as the “Parties.”
R

E C I T A L S
A. Owner is the owner of the real property located at 772 Camden Common, in the City of Livermore, California, commonly known as Alameda County Assessor's Parcel Number 99-1388-42 and more particularly described in Exhibit A attached hereto (the “Property”).

C. Grant funding by the State of California Department of Housing and Community Development (“HCD”) from the Permanent Local Housing Allocation Program administered by HCD (the “PLHA Program”) has been awarded to the Program. The grant funds awarded by HCD with respect to the Project pursuant to the PLHA Program are referred to herein as the “HCD Funds.”
D. Subject to the terms and conditions set forth in the Loan Agreement, City has agreed to provide a loan to the Owner in the original principal amount of One Hundred Sixteen Thousand and Seven Hundred Ninety-Six Dollars ($116,796) (the “Loan”) to assist Owner in rehabilitating and/or increasing the number of residential units in the Property. As a condition precedent to the funding of the Loan, City requires the Property to be subject to the terms, conditions and restrictions set forth herein.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. Incorporation of Recitals; Definitions.

EXHIBIT B
194

1.1 Incorporation of Recitals. The Parties acknowledge the truth of the Recitals set forth above, and such Recitals are hereby incorporated into this Agreement by this reference.

EXHIBIT B
195
“HUD” means the U.S. Department of Housing and Urban Development. “Indemnitees” means collectively, the City and its elected and appointed officers, officials, employees, agents, consultants, contractors, and designated volunteers. “Loan” is defined in Recital C.
“Loan Agreement” is defined in Recital B.
“Marketing and Management Plan” is defined in Section 7.5. “MHP Program” means the HCD Multifamily Housing Program established pursuant to Health and Safety Code Section 50675 et seq. “Note” is defined in Recital D.
“Official Records” means the Official Records of the Alameda County Recorder. “Very Low -Income” means fifty percent (50%) of Area Median Income , Adjusted for a household of one (1) person.

Section 3607(b) and 24 CFR 100.304; (c) the California Fair Employment and Housing Act, Government Code Section 12900 et seq., and (d) all other applicable laws and regulations.

EXHIBIT B
196
Owner shall comply with rent and occupancy restrictions imposed by all applicable financing sources and regulatory agencies, and if such agencies impose requirements on that are more stringent than those set forth in this Agreement, including without limitation, requirements that restrict a greater number of units than restricted by this Agreement or require stricter household income eligibility or affordability requirements than those imposed by this Agreement, the requirements of such other agencies shall prevail during such time that they are effective.

(c) Provide that any termination of a lease or refusal to renew a lease for a unit within the Project must be preceded by Owner’s delivery to tenant of not less than sixty (60) days’

EXHIBIT B
197
written notice (or such longer advance written notice as may be required by California law), specifying the grounds for the action.

(d) Include a detailed written listing of reasonable rules of conduct and occupancy which shall be consistent with state and federal law, and shall be provided to each tenant upon initial occupancy.

2.7 Non-Dis
crimination; Compliance with Fair Housing Laws.

EXHIBIT B
198
(i) Deny any service or other benefit provided under any program activity;

(ii) Provide any service or other benefit which is different, or is provided in a different form from that provided to others under any program or activity;

(iii) Subject to segregated or separate treatment in any facility in, or in any manner or process related to receipt of any service or benefit under any program or activity;

(iv) Restrict in any way the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit under any program or activity;

(vi) Deny an opportunity to participate in any program or activity as an employee.

3. Relocation .

EXHIBIT B
199
Indemnitees harmless from and against any and all Claims arising in connection with the breach of Owner’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Owner’s indemnification obligations under set forth in this Section 3.2 shall not apply to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 3.2 shall survive the expiration or earlier termination of this Agreement, and are subject to the additional terms set forth in Section 11.1 below.

4. Reporting Requirements; Access to Information; Inspections.

The Annual Report shall conform to the format requested by City.

In addition to the information described above, the Annual Report shall include the following:
(i) A Property income and expense statement for the reporting period;

EXHIBIT B
200
( ii) Proposed annual budget for the next fiscal year which sets forth Owner’s estimate of operating income, operating expenses and debt service for the year, amounts payable to reserves and proposed rent adjustments;

( iv) Financial statements for the Property prepared in accordance with generally accepted accounting standards, and if requested by City, an audit by an independent certified public accountant.

(v) City may, in its reasonable discretion, from time to time request additional or different information, and Owner shall promptly supply such information in the reports required hereunder.

4.3. Main
tenance of Records.

4.4 Access to Records; Inspections.

EXHIBIT B
201

5. Term of Agreement.

7. Property Management; Repair and Maintenance; Marketing; Reserves; Su pportive
Services.

EXHIBIT B
202

EXHIBIT B
203

(c) A
requirement that eligible tenants be selected based on order of application, lottery or other reasonable method approved by City;

(d) A requirement that eligible applicants be notified of eligibility and be provided an estimate regarding when a bedroom in the Property may be available for rent;

(e) A requirement that ineligible applicants be notified of the reason for their ineligibility;

(f) Specific procedures through which applicants deemed to be ineligible may appeal this determination;

EXHIBIT B
204
(g) Maintenance of a waiting list of eligible applicants;