Agenda packet — Newark City Council, April 10, 2025 (part 1 of 2)

AGENDA
Thursday, April 10, 2025
7:00 P.M.

Michael K. Hannon, Mayor
Eve Marie Little, Vice Mayor
Matthew Jorgens, Council Member
Terrence Grindall, Council Member
Julie Del Catancio, Council Member
A. ROLL CALL
B. PRESENTATIONS

1. Proclaim April 6th to April 12th as National Crime Victims' Rights Week

2. Proclaim April as Fair Housing Month

3. Supervisor Márquez Community Update on Alameda County District 2 C. PUBLIC COMMENT
The public is invited to address the City Council on any item not listed on the agenda. Public Comments are generally limited to 5 minutes per speaker. Please note that State law prohibits the Council from acting on non-agenda items.

D. CONSENT CALENDAR
Consent Calendar items are considered to be routine and may be approved by one motion.

There will be no separate discussion on these items unless there is a request by a Council Member, a staff member, or a member of the public to remove an item for separate discussion and action.

1. Approval of Audited Demands

2. Approval of March 27, 2025, minutes

3. Adopt a resolution to (1) amend the Employee Classification Plan to add the class

3. Adopt a resolution to (1) amend the Employee Classification Plan to add the class specification of Communications & Public Engagement Manager; (2) amend the Compensation and Benefit Plan for the Management, Supervisory, and Professional Employees Group to add the classification and salary range for the Communications & Public Engagement Manager and increase salaries related to engineering positions; (3) amend the City’s Salary Schedule in conformance with California Code of Regulations, Title 2, Section 570.5; and (4) amend the 2024-2026 Biennial Budget and Capital Improvement Plan to reflect these changes, add one full-time Management Analyst II, and upgrade one full-time Junior Engineer position to Associate Civil Engineer

4. Adopt a resolution approving Amendment No. 2 to the Contractual Services Agreement with Francisco & Associates, Inc. for the administration of the City's Landscaping and Lighting Districts and other Special Financing District Administration Services E. PUBLIC HEARINGS
F. OTHER BUSINESS

1. Adopt a resolution approving an Alternate Means of Compliance for the Thornton Avenue Apartments Project to provide 58 units for low-income households in lieu of payment of an affordable housing fee for a project consisting of 59 residential rental units (APNS:
92A-919-16-2, 92A-919-17-2, 92A-919-18). Exempt from the CEQA per CEQA Guidelines Sections 15332

2. Newark Resource Center update
G. CITY MANAGER UPDATES
H. CITY COUNCIL MATTERS
City Council Members report on attendance at intergovernmental agency meetings, conferences, and seminars since the last meeting. City Council Members may also announce upcoming events and coordinate attendance; report on local events attended since the last meeting; and make brief comments on issues of concern.

I. CLOSED SESSION
J. ADJOURNMENT

MEETING INFORMATION
Members of the public may attend the meeting in person, watch online, or watch on Cable Channel 26. The ability to observe online or Cable Channel 26 is predicated on those technologies being available and functioning without technical difficulties. Should those platforms not be available, or become non-functioning, or should the City Council otherwise encounter technical difficulties that make those platforms unavailable, the City Council will proceed with business in person unless otherwise prohibited by law.

How to view the meeting remotely:

Livestream online at YouTube: https://www.youtube.com/@cityofnewark3077/streams Copy/paste the YouTube URL into your browser if the link does not automatically open.

Cable Channel 26 - if the meeting does not broadcast live, please contact your service provider and request the City of Newark channel lineup.

Zoom will no longer be available for public participation unless required by Assembly Bill 2449. Should a Council Member or the Mayor attend the meeting via Zoom.com pursuant to Assembly Bill 2449, then the Webinar ID No. 897 7168 9793 will be activated. The Mayor will make an announcement at the beginning of the meeting that the City will be allowing public comment via Zoom. Raise your virtual hand to notify the City Clerk that you would like to speak during the item that you wish to speak on.

How to submit written Public Comment:

Send an email to City Clerk by 3:00 p.m. the day of the meeting. Please identify the agenda item number in the subject line of your email. Emails will be compiled into one file and will be distributed to the City Council before the meeting.

No question shall be asked of a council member, city staff, or an audience member except through the Mayor. No person shall interrupt the meeting. Any person who refuses to carry out instructions given by the Mayor for the purpose of maintaining order may be guilty of an infraction and may result in removal from the meeting.

Council Meeting Access/Materials:

The agenda packet is available for review at Agendas and Minutes. The packet is typically posted to the City website the Friday before the meeting, but no later than 72 hours before the meeting.

Pursuant to Government Code 54957.5, supplemental materials distributed less than 72 hours before this meeting, to a majority of the City Council, will be made available for public inspection at this meeting and will be posted at https://www.newark.org/departments/city-manager-s-office/agendas-minutes and will concurrently be made available for public inspection during regular business hours at the David W. Smith City Hall, 37101 Newark Boulevard, Newark CA. Materials prepared by City staff and distributed during the meeting are available for public inspection at the meeting or after the meeting if prepared by some other person. Documents related to closed session items or are exempt from disclosure will not be made available for public inspection. For those persons who require special accommodations, please contact the City Clerk at least two days prior to the meeting at City Clerk or 510-578-4266.

Mission Statement
It is our mission to serve and partner with our community to continually enhance the quality of life of everyone in Newark.

Executive Team Members

David J. Benoun
City Manager
Lenka Hovorka
Assistant City Manager
Kristopher J. Kokotaylo
City Attorney
Steven Turner
Community Development Director
Jonathan Arguello
Police Chief
Edwin Miranda
CIO/Information Technology
Director
Howard Young
Public Works Director
Corazon Dino
Interim Human Resources Director
Krysten Lee
Finance Director
Ryan Nishimoto
ACFD Deputy Chief
Nicholas Cuevas, Recreation and Community Services Director Item B. 1.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT Proclaim April 6th to April 12th as National Crime Victims' Rights Week
A proclamation has been prepared declaring April 6th to April 12th as National Crime Victims' Rights Week. This proclamation recognizes the efforts being made to assist crime victim survivors. A representative from the Alameda County District Attorney's Office Victim-Witness Assistance Division will accept the proclamation.

Attachments
Proclamation
PROCLAMATION NO. 1934
NATIONAL CRIME VICTIMS’ RIGHTS WEEK
WHEREAS, more than 26 million people become victims of crime each year, and these crimes affect family members, friends, neighbors, and co-workers. The Alameda County Victim-Witness Assistance Division is dedicated to ensuring the rights of crime victims and their families by providing services to aid in their recovery from the emotional, psychological, social, and economic impact of crime as they reclaim their sense of safety, well-being, and dignity.  The Victim-Witness Division staff assists victims of crime without regard to a person’s race, gender, religion, nationality, sexual orientation, gender identity or immigration status; and
WHEREAS, the Alameda County District Attorney’s Office Victim-Witness Assistance Program was the first such program established in 1974 , beginning with one Victim Advocate.  Today, the Alameda County District Attorney’s Office employs more than 50 individuals dedicated to working with victims of crime; and
WHEREAS, in 1984, the Crime Victims Fund was established by the Victims of Crime Act to provide a permanent source of support for crime victim services and compensation.  Alameda County District Attorney’s Office Victim-Witness Assistance Division partners with survivors, community service providers, criminal justice professionals and victims to enhance a criminal justice system response that is accessible, culturally competent, and appropriate for all victims of crime; and WHEREAS, in 2024, the Alameda County District Attorney’s Office Victim-Witness Assistance Division provided over 2,112 services to more than 324 crime victims in Newark, including survivors of homicide, human trafficking, crimes against elders and dependent adults, sexual assault, domestic violence, robbery and other crimes.  For victims of crime without independent financial means, the District Attorney’s office facilitated financial support through the Victim Compensation Program; and WHEREAS, National Crime Victims’ Rights Week provides an opportunity to celebrate the energy, creativity and commitment of advocates for victims’ rights; NOW, THEREFORE, I, Michael K. Hannon, Mayor of the City of Newark, on behalf of the Newark City Council, do hereby proclaim April 6 - 12, 2025, as NATIONAL CRIME VICTIMS’ RIGHTS WEEK
and reaffirm the commitment to respect and enforce victims’ rights and address their needs and express our appreciation for those victims of crime who have turned personal tragedy into a motivating force to improve the response to victims of crime and build a more just community.

IN WITNESS THEREOF, I have hereunto set forth my hand and caused the Official Seal of the City of Newark, State of California, to be affixed this Tenth Day of April, Two Thousand Twenty-five.

MICHAEL K. HANNON
Mayor
Item B. 2.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT Proclaim April as Fair Housing Month
This year is the 57th anniversary of the passage of the Fair Housing Act, the landmark civil rights law signed by President Lyndon B. Johnson that made discrimination in housing transactions unlawful. The Fair Housing Act prohibits discrimination in housing because of race, color, national origin, religion, sex (including gender identity and sexual orientation), disability, and familial status. A proclamation has been prepared proclaiming April as Fair Housing Month and will be presented to a member of the Bay East Association of REALTORS® and a representative from ECHO Housing.

Attachments
Proclamation Realtors
Proclamation Echo Housing
PROCLAMATION NO. 1931

NOW, THEREFORE, I, Michael K. Hannon, Mayor of the City of Newark, on behalf of the Newark City Council, do hereby proclaim April 2025 as

FAIR HOUSING MONTH
in Newark and recognize the City of Newark as an inclusive community committed to fair housing and further advocate for equal opportunities for all residents and prospective residents of Newark.

IN WITNESS THEREOF, I have hereunto set forth my hand and caused the Official Seal of the City of Newark, State of California, to be affixed this Twenty-eighth Day of February, Two Thousand Twenty-five.

MICHAEL K. HANNON
Mayor
PROCLAMATION NO. 1940

FAIR HOUSING MONTH
WHEREAS, the Fair Housing Act, enacted into federal law on April 11, 1968, established a national policy of fair housing with a goal of eliminating racial segregation and ending housing discrimination for all who live in the United States; and WHEREAS, the Fair Housing Act prohibits discrimination based on race, color, religion, sex, disability, familial status, and national origin; and
WHEREAS, fair housing is a positive community good, benefiting the environment and our social fabric; and
WHEREAS, the City of Newark is a community of inclusion strengthened by its diversity, and acts of housing discrimination and barriers to equal housing opportunity violate our shared value of decency and fairness; and
WHEREAS, the Eden Council for Hope and Opportunity (ECHO Housing) was founded in 1964 and incorporated in 1965 by community volunteers dedicated to equal housing opportunities and the prevention and elimination of homelessness; and
WHEREAS, ECHO Housing’s primary service component continues to be equal housing access, reaching over 3,000 clients per year with housing information, referrals, and assistance and in recent years adding services directed to intervention and prevention of homelessness; NOW, THEREFORE, I, Michael K. Hannon, Mayor of the City of Newark, on behalf of the Newark City Council, do hereby proclaim April 2025 as

IN WITNESS THEREOF, I have hereunto set forth my hand and caused the Official Seal of the City of Newark, State of California, to be affixed this Tenth Day of April, Two Thousand Twentyfive.

MICHAEL K. HANNON
Mayor
Item B. 3.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT Supervisor Márquez Community Update on Alameda County District 2
Supervisor Márquez Community Update on Alameda County District 2, including investments in City of Newark organizations and regional impacts.

Attachments
Presentation
Connecting, Engaging, Serving
Hayward, Union City, Newark, Portions of Fremont
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district2.acgov.org/email-subscriptions/
Sign up for our newsletters at:

Item D. 1.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Krysten Lee, Finance Director
SUBJECT Approval of Audited Demands
Attachments
Audited Demands 03.13.25
Audited Demands 03.20.25

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Item D. 2.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT Approval of March 27, 2025, minutes
Attachments
Minutes
City of Newark | Newark City Council
Mayor Michael K. Hannon | Vice Mayor Eve Marie Little | Council Members: Matthew Jorgens, Terrence Grindall, Julie Del Catancio

Minutes
Thursday, March 27, 2025
7:00 P.M.

A. ROLL CALL
Mayor Hannon called the meeting to order at 7:00 p.m. Council Members Grindall, Jorgens, Catancio, and Vice Mayor Little were present.

B. PRESENTATIONS

1. Introduction of employee(s)
Mayor Hannon introduced Ivy Nguyen, Administrative Support Specialist II for the Clark W. Redeker Newark Senior Center.

2. Presentation on Eden I & R, Inc. 2-1-1 information and referral services Gitanjali Rawat, Interim Co-executive Director gave the presentation.

Presentation on file with City Clerk.

C. PUBLIC COMMENT
No one requested to speak.

Page No. 2
City of Newark City Council Minutes March 27, 2025
D. CONSENT CALENDAR
Council Member Grindall moved, Council Member Jorgens seconded, to approve Consent Calendar items D.1 to D.3, that the resolutions be numbered consecutively, and that reading of the titles suffice for adoption. The motion passed, 5 AYES.

1. Approval of Audited Demands

2. Approval of February 13, 2025, minutes

3. Adopt a resolution approving a Side Letter to the Memorandum of Understanding (MOU) between the City of Newark and the Newark Police Association (NPA) to amend Section XXIII. Special Assignment Pay Resolution No. 11735
E. PUBLIC HEARINGS
F. OTHER BUSINESS
G. CITY MANAGER UPDATES
City Manager Benoun announced: Basic First Aid Training on April 9, 2025, beginning at 7:30 p.m. at the Clark W. Redeker Newark Senior Center. The City Clerk is accepting applications for an upcoming vacancy on the Measure GG Oversight Committee. Deadline to apply is April 9, 2025, by 2 p.m.

H. CITY COUNCIL MATTERS

1. Resolution approving re-appointments to the Senior Advisory Committee and the Measure GG Oversight Committee
Resolution No. 11736
Mayor Hannon announced that he was reappointing Jim Lola to the Measure GG Oversight Committee and Kathleen Lemos, Glen Wickizer, Eileen McDonald, Linda Mapes, and Shirley Ferrante to the Senior Advisory Committee.

No one requested to speak.

Page No. 3
City of Newark City Council Minutes March 27, 2025
Council Member Jorgens moved, Vice Mayor Little seconded to adopt a resolution approving the reappointments. The motion passed, 5 AYES.

Council Member Catancio stated that she attended Assembly Member Alex Lee’s Youth Art Contest at the Newark Library.

Council Member Grindall stated that he attended the Alameda County Housing Commission meeting that celebrated the Mayor Hannon’s 10 years of service to the Commission. He stated that on April 12, 2025, Family Day at the Park would be held at the Community Park beginning at 10 a.m. and the Newark Educational Foundation’s Spring Showcase would be held at Newark Memorial High School beginning at 1 p.m.

Vice Mayor Little stated that she attended softball opening day on and thanked the staff members who helped. The Pokémon party was a success. The Mission Peak District Cub Scout’s Yo-yo Day is scheduled for April 5, 2025, at the Silliman Center beginning at 1 p.m.

Mayor Hannon thanked staff for their work on the softball field that was installed recently to meet the needs of the community. He thanked Assembly Member Lee for holding the Youth Art Contest at the Newark Library.

I. CLOSED SESSION
J. ADJOURNMENT
Mayor Hannon adjourned the meeting at 7:34 p.m.

Item D. 3.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Roya Gonzalez, Strategic Initiatives Manager
SUBJECT Adopt a resolution to (1) amend the Employee Classification Plan to add the class specification of Communications & Public Engagement Manager; (2) amend the Compensation and Benefit Plan for the Management, Supervisory, and Professional
Employees Group to add the classification and salary range for the Communications & Public Engagement Manager and increase salaries related to engineering positions; (3) amend the City’s Salary Schedule in conformance with California Code of
Regulations, Title 2, Section 570.5; and (4) amend the 2024-2026 Biennial Budget and Capital Improvement Plan to reflect these changes, add one full-time Management Analyst II, and upgrade one full-time Junior Engineer position to Associate Civil Engineer SUMMARY AND RECOMMENDATION
Staff recommends the following four personnel changes to support the identified needs of the City: (1) to enhance and streamline internal and external communications, increase community engagement, and improve the overall visibility and understanding of the City’s mission and activities, adding one full-time Communications & Public Engagement Manager position; (2) to provide permanent, complex administrative support to the Finance and Information Technology Departments, replacing one temporary position with one full-time Management Analyst II position; (3) to increase engineering staff technical capacity, replacing one full-time Junior Engineer position with one full-time Associate Civil Engineer; and (4) to recruit and retain top talent, and remain competitive in the labor market, increase salaries for the positions of Assistant Engineer-Civil, Senior Civil Engineer, and City Engineer.

Staff recommends that the City Council adopt a resolution to: (1) amend the Employee Classification Plan to add the class specification of Communications & Public Engagement Manager; (2) amend the Compensation and Benefit Plan for the Management, Supervisory, and Professional Employees Group to add the classification and salary range for the Communications & Public Engagement Manager and increase salaries for certain engineering positions; (3) amend the City’s Salary Schedule in conformance with California Code of Regulations, Title 2, Section 570.5; and (4) amend the 2024-2026 Biennial Budget and Capital Improvement Plan to add one full-time Communications & Public Engagement Manager, one full-time Management Analyst II, and one full-time Associate Civil Engineer, and delete one full-time Junior Engineer.

BACKGROUND
City Manager’s Office – Communication & Public Engagement Manager Historically, communication and engagement have been managed by individual departments, with some responsibilities handled by the Assistant to the City Manager.

However, in recent years, the demand for public communication has grown significantly. Advancements in technology have led to increased public expectations for more timely, transparent, and frequent communication. While staff have made considerable progress in engaging the public and delivering key messages, the complexity and volume of communication efforts have highlighted the need for more streamlined and cohesive communication strategies. To address these challenges, staff recommends the addition of a dedicated Communications and Public Engagement Manager to ensure that communication efforts are coordinated, efficient, and aligned with the organization's goals.

Finance Department – Management Analyst II
In January 2022, a 0.75 full-time equivalent Legal Assistant position was eliminated.

This position assisted the City Attorney with preparing legal documents, general administrative tasks, records retention, and administering the City’s Risk Management Program. While some of these duties were absorbed by the City Attorney firm’s support staff, City Manager's Office staff and the City’s Human Resources Department staff, contract review defaulted to Finance Department staff.

In fall 2022, the Information Technology (IT) Department became fully staffed with six full-time personnel, including a Director, three IT Analysts, and two IT Technicians. The Department now generates dozens of ongoing service-related and project-related contracts, manages equipment billing and replacement, and administers other purchasing-related actions. The IT Department has no dedicated administrative support staff and has used their technical staff to accomplish the administrative work, with the Director often burdened with service agreements and a Technician processing invoices and other procurement documents.

Public Works Department – Engineering Division
The Engineering Division of the Public Works Department includes administrative, inspection and technical staff as well as seven (7) engineers at various levels - one Junior Engineer, one Assistant Engineer-Civil, two Associate Civil Engineers, one Senior Civil Engineer, one Principal Engineer, and one City Engineer. There are currently four engineer vacancies. This includes one Junior Engineer, one Associate Civil Engineer, one Senior Civil Engineer, and one Principal Civil Engineer. In preparation for the recruitments, staff evaluated the department’s needs and identified the organizational needs would be better served by replacing the Junior Engineer position with an Associate Civil Engineer, and that the Principal Civil Engineer position could be underfilled with a Senior Civil Engineer. The original intent of the Junior Engineer role was to serve as an entry-level position, providing a pathway for less experienced engineers to develop their skills and grow within the department. less experienced engineers to develop their skills and grow within the department.

However, as the department's needs have evolved, there is an increasing demand for a more experienced and independent engineer in this role.

In preparation for filling engineering vacancies, the City completed labor market surveys for its engineering positions, comparing total compensation salaries of Newark's engineering classifications to those in its established ten-city labor market (Foster City, Fremont, Hayward, Livermore, Menlo Park, Milpitas, Pleasanton, Redwood City, San Leandro, and Union City). The results indicate that Newark's total compensation salaries are below the average of the labor market for Junior Engineer (1.87%), Assistant Engineer-Civil (4.20%), Senior Civil Engineer (6.58%), and City Engineer (3.45%). Associate Civil Engineer is at the market average and Principal Civil Engineer was not surveyed.

DISCUSSION/ANALYSIS
City Manager’s Office – Communications & Public Engagement Manager Given the growing demand for effective public communication, public outreach, and community engagement, it has become increasingly challenging to maintain consistent and clear messaging with a decentralized structure. Recent community survey results highlight a strong desire for improved communication and increased transparency, emphasizing the need for a more focused and specialized approach. As our communication efforts expand, it is vital to ensure that messaging remains cohesive and aligned across citywide outreach strategies to achieve maximum impact. With the City embarking on a new branding and marketing initiative, the need for a dedicated Communications and Public Engagement Manager has become more critical than ever.

This position would bring the expertise required to develop and implement comprehensive communication strategies, ensuring that key messages are delivered clearly, consistently, and in alignment with the City's brand identity across all channels.

Additionally, as local communities, stakeholders, and partners become more engaged, a centralized effort is essential to sustain meaningful connections and ensure that outreach efforts are effectively coordinated. The role would also be pivotal for managing crisis communications, media relations, and public messaging, and providing timely and professional responses during critical situations. To meet the growing expectations of the community and ensure that communication efforts are strategically aligned with the City’s goals, a Communications and Public Engagement Manager is essential for the success and sustainability of public engagement initiatives.

Finance Department – Management Analyst II
Staff capacity for financial oversight and analysis has been significantly impacted by the increasing complexity and volume of financial transactions resulting from the City’s continuing growth. Finance Department staff now have a greater responsibility for supporting the City Attorney’s Office with contract review and assisting the Information Technology Department with procurement activities.

The addition of a Management Analyst II would help absorb the increased volume of activity and be essential for maintaining financial compliance and improving budget transparency. In addition to accommodating the contract responsibilities and IT Department’s procurement activities, the Management Analyst II would assist in budget Department’s procurement activities, the Management Analyst II would assist in budget preparation, conduct financial analysis and reporting, perform financial forecasting, monitor legislative changes, and develop financial policies. This increased analytical capacity will improve the department’s long-term strategic planning and support transparency initiatives.

Public Works Department – Engineering Division
To maximize staff capacity and address a backlog of projects, replacing the Junior Engineer position with an Associate Civil Engineer will enhance project efficiency and help reduce reliance on consultants. In addition to a broader understanding of technical civil engineering principles, an Associate Civil Engineer will bring knowledge of Capital Improvement Project management, the ability to work independently, and the capacity to provide supervision to lower-level staff. Replacing the Junior Engineer position with an Associate Civil Engineer position is a strategic move to enhance the department’s productivity and meet evolving departmental needs.

Recent recruitments for civil engineering positions have been challenging due to the shrinking applicant pool and highly competitive compensation packages offered by area public agencies. In order to remain competitive in the labor market and to recruit and retain talent, staff recommends increasing the base pay of the Assistant Engineer-Civil by five percent (5%), Senior Civil Engineer by seven percent (7%), and City Engineer by three and one-half percent (3.5%). These increases will align total compensation with the average of the labor market, based on a point-in-time survey of February 2025 data, as well as maintain an approximate 15% salary differential between each engineering level/classification. Increases would apply to the steps and range associated with each classification, and would result in a salary increase of five percent (5%) for the current Assistant Engineer. The Senior Civil Engineer position is currently vacant and the City Engineer's current salary would remain in the new range and therefore would not need adjustment. The vacant Principal Civil Engineer could be underfilled with a Senior Civil Engineer to provide additional salary savings. However, since the outcome of the recruitment for Senior Civil Engineer is still unknown, reserving the additional salary for the Principal Civil Engineer provides an option to the Public Works Department to hire an excellent candidate at the higher level, a tool that may be helpful to compete in today's market.

FISCAL IMPACT
Communications and Public Engagement Manager
Annually, the total compensation cost to add one full-time Communications and Public Engagement Manager to the City Manager’s Office is approximately $274,000. There will be no impact to Fiscal Year 2024-25 as this position will be filled in Fiscal Year 2025-26.

Management Analyst II
Annually, the net cost of adding one full-time Management Analyst II is approximately $133,000 after applying cost savings of $41,000 from eliminating the part-time Accounting Assistant I/II funding. For the remainder of Fiscal Year 2024-25, the cost is estimated at $33,000.
estimated at $33,000.

Public Works Department – Engineering Division
Annually, the net cost of replacing one full-time Junior Engineer with a full-time Associate Civil Engineer is approximately $58,000. For the remainder of Fiscal Year 2024-25, the cost is estimated at $10,000. The cost of increasing the salaries of the Assistant Engineer-Civil, Senior Civil Engineer, and City Engineer for the remainder of Fiscal Year 2024-25 is estimated at $9,200. The annual cost of these increases is estimated at $55,000, without applying the savings of underfilling the Principal Civil Engineer with a Senior Civil Engineer, should that occur.

All positions and salary increases result in ongoing costs. A budget appropriation from the General Fund’s unappropriated fund balance is required for Fiscal Year 2024-25 in the amount of $43,000 and for Fiscal Year 2025-26 in the amount of $524,000. Future years' salaries would be proposed for City Council approval through the regular biennial budget process.

REVIEW AND APPROVAL
Prepared by - Roya Gonzalez, Strategic Initiatives Manager Reviewed by - Lenka Hovorka, Assistant City Manager
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments
Resolution - Personnel Changes
Communications and Public Engagement Manager class specification RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK AUTHORIZING AN AMENDMENT TO THE
EMPLOYEE CLASSIFICATION PLAN ADDING THE CLASS
SPECIFICATION OF COMMUNICATIONS AND PUBLIC
ENGAGEMENT MANAGER; AUTHORIZING AN AMENDMENT
TO THE COMPENSATION AND BENEFIT PLAN FOR THE
MANAGEMENT SUPERVISORY, AND PROFESSIONAL
EMPLOYEES GROUP; APPROVING AN AMENDMENT TO THE
CITY’S SALARY SCHEDULE IN CONFORMANCE WITH THE
CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION
570.5; AND APPROVING AN AMENDMENT TO THE 2024 – 2026 BIENNIAL BUDGET AND CAPITAL IMPROVEMENT
PLAN
WHEREAS, the Employee Classification Plan was adopted by City Council via Resolution No. 2,505; and
WHEREAS, the City recognizes the evolving needs of the community and increasing demands on City services, which necessitate staffing adjustments; and WHEREAS, the City determined that it requires additional positions, based on the current and anticipated needs of the City within the City Manager’s Office, Public Works, Finance, and Information Technology Departments; and
WHEREAS, the City seeks to amend the Classification Plan to add the class specification of Communications and Public Engagement Manager; and
WHEREAS, the City seeks to amend the Compensation and Benefit Plan for the Management, Supervisory, and Professional Employee Group to add the classification of Communications and Public Engagement Manager, along with the associated salary range; and increase the salary steps/range of Assistant Engineer - Civil, Senior Civil Engineer, and City Engineer; and
WHEREAS, the City seeks to amend the City’s Salary Schedule to add the classification of Communications and Public Engagement Manager and increase the salary of Assistant Engineer - Civil, Senior Civil Engineer, and City Engineer at the salary steps and ranges listed below.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Newark that the Employee Classification Plan adopted by Resolution No. 2,505, and subsequently amended by resolutions, is hereby amended to add the classification of Communications and Public Engagement Manager.

BE IT FURTHER RESOLVED by the City Council of the City of Newark that the Compensation and Benefit Plan for the Management, Supervisory, and Professional Employee Group be amended to add the classification of Communications and Public Engagement Manager and certain engineering classification increases, effective April 10, 2025, as reflected in the City’s Salary Schedule.

BE IT FURTHER RESOLVED that the City Council hereby approves an amendment to the City’s Salary Schedule to reflect the following salary increases and classification of Communications and Public Engagement Manager effective April 10, 2025 as follows:

Classification Step 1 Step 2 Step 3 Step 4 Step 5
Communications
and Public
Engagement
Manager
Hourly

74.91 Range 16

89.89 Biweekly
5,992.80

7,191.20
Annual
155,812.80

186,971.20
Assistant
Engineer - Civil Hourly 55.17

57.93 60.83

63.86 67.06
Biweekly
4,413.60

4,634.40

4,866.40

5,108.80

5,364.80
Annual
114,753.60

120,494.40

126,526.40

132,828.80

139,484.80
Senior Civil
Engineer Hourly 75.38

79.15 83.12

87.28 91.62
Biweekly
6,030.40

6,332.00

6,649.60

6,982.40

7,329.60
Annual
156,790.40

164,632.00

172,889.60

181,542.40

190,569.60
City Engineer Hourly

94.24 Range 20

113.08
Biweekly
7,539.20

9,046.40
Annual
196,019.20

235,206.40
BE IT FURTHER RESOLVED that the City Council hereby approves an amendment to the 2024 – 2026 Biennial Budget and Capital Improvement Plan as follows:

Personnel Allocation
Add the following full-time equivalent (FTE) positions:
 1 FTE Communications and Public Engagement Manager (City Manager’s Office)  1 FTE Management Analyst II (Finance Department)
 1 FTE Associate Civil Engineer (Public Works Department) Delete the following FTE position:
 1 FTE Junior Engineer (Public Works Department)
Account Allocation (FY 2025)
TO: 120.60.061.611.5110 SALARIES (FT/RPT)    10,000
TO: 110.80.081.800.5110 SALARIES (FT/RPT)    33,000
FR: 110/120.3000 UNAPPROPRIATED FUND BALANCE    43,000
Account Allocation (FY 2026)
TO: 110.20.020.200.5110 SALARIES (FT/RPT) 274,000
TO: 120.60.061.611.5110 SALARIES (FT/RPT) 110,000
TO: 120.60.063.632.5110 SALARIES (FT/RPT)      3,000
TO: 110.80.081.800.5110 SALARIES (FT/RPT) 137,000
FR: 110/120.3000 UNAPPROPRIATED FUND BALANCE 524,000
Community and Public Engagement Manager class specification Page 1 of 4 Communications and Public Engagement
Manager
Class Specification
Established 4/25
Class ID:

Unit: MGMT
Probation: 12 Months
FLSA: Exempt

DEFINITION
Under general direction, develops, implements, and oversees strategic internal and external communications initiatives and public engagement efforts across the city. This includes managing media relations, digital platforms, public outreach, and community engagement programs; ensures effective communication between the city government and residents, stakeholders, and the media with a focus on promoting transparency, trust, and inclusivity; and performs related duties as assigned.

SUPERVISION RECEIVED AND EXERCISED
Receives general direction from the City Manager or Assistant City Manager. May exercise supervision or lead direction over assigned lower-level professional, technical, or administrative staff.

DISTINGUISHING CHARACTERISTICS
This is a single-class management position responsible for overseeing citywide internal and external communication activities, as well as coordinating community engagement efforts. The Communications & Public Engagement Manager performs complex and politically sensitive tasks, including serving as the City’s Public Information Officer. This role requires a high level of political astuteness and community sensitivity in executing marketing, public information, and media relations programs, campaigns, and materials, all designed to effectively communicate the City’s message.

This class is distinguished from the Community Engagement Manager by its broader focus on citywide communication strategies, media relations, and public information, whereas the Community Engagement Manager is more specifically focused on building relationships within community groups, facilitating community programs, and gathering feedback to improve services. The Communications & Public Engagement Manager handles high-level public relations and messaging across the City, while the Community Engagement Manager concentrates on departmental outreach, programs, and gathering feedback specific to their department's initiatives.

EXAMPLES OF JOB FUNCTIONS (Illustrative Only)
Plan, manage and implement the daily functions, operations, and activities of all citywide internal and external communication and community engagement, including, but not limited to, the City’s website, intranet, social media accounts, and the creation and management of video, audio, photographic, print and marketing materials.

Advise senior City management regarding strategic communication methods and best practices when implementing new communication strategies and public engagement initiatives.

Consistent with the City’s social media policy, manage the City’s social media channels to ensure strong, ongoing communication between the City and its residents.

Advise and provide staff assistance to personnel from various departments, offering training on effective social media techniques, public engagement methods, and best practices. Work closely with other City Community and Public Engagement Manager class specification Page 2 of 4 departments to ensure consistent messaging across all communication platforms and public outreach efforts.

Manage relationships with key stakeholders, including elected officials, department heads, and community organizations, ensuring clear communication and alignment on city initiatives, policies, and priorities.

Serve as the City’s Public Information Officer (PIO); conduct on-camera, radio, and in-person interviews with members of the news media and public; coordinate and conduct press conferences when appropriate.

Manage crisis communication efforts, ensuring timely, clear, and accurate information is disseminated during emergencies or unforeseen events to maintain public trust.

Identify emerging communication challenges and opportunities within the organization; work with department directors and staff to recognize internal and external communication needs and define strategies to address them.

Stay current on trends and innovations in communications, multimedia technologies, web design, social media, and public engagement strategies, continuously improving the City’s communication efforts.

Evaluate the effectiveness of communication initiatives and community engagement efforts, using metrics such as public feedback, social media engagement, media coverage, and website traffic to continuously refine strategies.

Write, coordinate and/or contribute articles and develop other methods for the City to receive regional, State and national recognition for local programs and services.

Serve as the City’s representative at community meetings and engage with external agencies and organizations, building partnerships and promoting a positive public image of the City.

Prepare speeches, memorandums, presentations, and other documents as needed to support City leadership and communication objectives.

Develop and implement initiatives that encourage civic engagement, including gathering feedback from residents and stakeholders through surveys, focus groups, and public forums.

Establish community partnerships with the City’s diverse communities. Ensure that communication strategies and public engagement efforts are accessible and reflect the City’s commitment to diversity, equity, inclusion, and belonging.

Develop, foster, and maintain professional relationships with representatives from all local media outlets to ensure positive media coverage and effective communication with the public.

Perform related duties as assigned.

QUALIFICATIONS
Knowledge of:
• Principles, practices, and emerging trends of effective public communications and public relations.
• Principles and practices of strategic communications planning; communications research and analysis methods and techniques.

Community and Public Engagement Manager class specification Page 3 of 4 • Principles and techniques of contemporary communications channels, including social media, video production (visual storytelling), advertising, publications, public access broadcast operations, etc.
• Principles and techniques for the development of press releases, talking points, newsletters, presentations, business correspondence, and information distribution. • Methods, techniques, and procedures in the delivery of community outreach; principles and procedures for implementing and directing community outreach and civic engagement activities.
• Applicable Federal, State and local laws, rules and regulations. • Principles and practices of program budget monitoring. • Principles and practices of assigning and reviewing the work of others. • Modern office procedures, methods, and computer applications and equipment. • Business English, including vocabulary and correct grammatical usage. • Conflict resolution skills.

Skill or Ability to:
• Develop and coordinate a community outreach program suited to the needs of the diverse community; communicate with multicultural groups; and understand and respect differences. • Plan, organize, coordinate, and implement a community outreach program(s). • Analyze, interpret, and explain City administrative policies and procedures. • Communicate effectively, both orally and in writing; make effective public presentations to the City Council, boards and commissions, community groups and others. • Supervise, train, and evaluate subordinates.
• Manage, plan, coordinate, and implement an effective public communication program. • Speak effectively before a wide range of public and private organizations, officials and media representatives.
• Build constructive relationships by promoting and developing effective partnerships with other departments, employees, residents, the school district, outside agencies, the media, businesses, and other groups.
• Learn, interpret, and apply City, department and division rules, regulations, policies, and practices.
• Work independently with minimal supervision.
• Make decisions in changing environments and anticipate future needs; effectively work under the pressure of deadlines.
• Exercise excellent judgement and creative problem-solving. • Collect, evaluate, interpret, and effectively communicate technical data and strategic information to the media and the public.
• Prepare and administer programs and budgets.
• Keep informed of developments in assigned field.
• Effectively and efficiently use computers, software applications, and office equipment. • Respectfully and effectively collaborate with a variety of people of varying backgrounds, abilities and roles. Demonstrate tact, professionalism, and diplomacy.

Education and Experience:

Any combination of education and experience that would provide the required knowledge, skills, and abilities is qualifying. A typical way to obtain the required qualifications would be:

Possession of a bachelor’s degree from an accredited college or university in Marketing, Public Relations, Communication, English or a related field, and two (2) years of progressively responsible work experience in journalism, directly working with the media, or related experience. Bilingual skills are desirable.

Community and Public Engagement Manager class specification Page 4 of 4

PHYSICAL DEMANDS
Must possess mobility to work in a standard office setting and use standard office equipment, including a computer, and to operate a motor vehicle to visit various City and meeting sites; vision to read printed materials and a computer screen; and hearing and speech to communicate in person and over the telephone. Standing in and walking between work areas is frequently required. Finger dexterity is needed to access, enter, and retrieve data using a computer keyboard or calculator and to operate standard office equipment. Positions in this classification frequently bend, stoop, kneel, and reach to perform assigned duties, as well as push and pull drawers open and closed to retrieve and file information. Employees must possess the ability to lift, carry, push, and pull materials and objects up to 25 pounds with the use of proper equipment.

ENVIRONMENTAL CONDITIONS
Employees work in an office environment with moderate noise levels, controlled temperature conditions, and no direct exposure to hazardous physical substances. Employees must be available to attend day and evening meetings, at various sites within and outside the City. Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing departmental policies and procedures.

Item D. 4.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Brett Oeverndiek, Management Analyst II
SUBJECT Adopt a resolution approving Amendment No. 2 to the Contractual Services Agreement with Francisco & Associates, Inc. for the administration of the City's Landscaping and Lighting Districts and other Special Financing District Administration Services SUMMARY AND RECOMMENDATION
The City has a current contractual services agreement with Francisco and Associates, Inc. for services related to the administration of Landscaping and Lighting Districts and the preparation of final assessment rolls for Emergency Medical Services and Weed Abatement Charges. Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the Second Amendment to the contractual services agreement with Francisco & Associates, Inc. in the amount of $39,155 to continue providing services for Fiscal Year 2025-26.

BACKGROUND
To ensure the ongoing maintenance of landscaping, irrigation systems, lighting and other improvements associated with Landscaping and Lighting District Nos. 1, 2, 4, 7, 11, 15, 16, 17, 18, and 19, the City annually assesses a fee on individual properties in these districts pursuant to the Landscaping and Lighting Act of 1972. In March 2023, the City entered into an agreement with Francisco & Associates, Inc. to provide services related to the administration of the City's Landscaping and Lighting Districts for Fiscal Year 2023-24 based on their scope, fee proposal and satisfactory performance of similar services. Services included attendance at project meetings; development of budgets; preparation of the annual resolutions and staff reports; preparation of Engineer's Reports in compliance with the Landscape and Lighting Act of 1972 and Proposition 218, preparation of assessment and maintenance diagrams, preparation of the annual levy calculations, placement of assessments on the Alameda County secured property tax toll, and property owner assistance. Based on their satisfactory Fiscal Year 2023-24 performance, a First Amendment to the contractural services agreement with Francisco & Associates was executed for Fiscal Year 2024-25.

In addition to the services provided for Landscaping and Lighting District administration, Francisco & Associates, Inc. has also assisted the City with Emergency Medical Services and Weed Abatement charges. This work involves preparing the parcel databases, determining maximum special tax rates, preparing and submitting data for Alameda County's electronic system, confirming the acceptance of levies by the County on the final assessment roll on an annual basis, and providing the City with the Final Assessment Rolls. These services were included in the First Amendment to the contractual services agreement with Francisco & Associates, Inc.

DISCUSSION/ANALYSIS
Francisco & Associates, Inc. provided a proposal for Fiscal Year 2025-26 administration services in the amount of $39,155, including Landscaping and Lighting Districts ($34,505), and Emergency Medical Services and Weed Abatement charges' assessment rolls ($3,875 and $775 respectively). This proposal is approximately five percent lower than the cost of last year's services (savings of $2,145) due to the need for less data collection, having worked with Francisco & Associates, Inc. previously and establishing baseline data. Based on their complete and cost-effective proposal for Fiscal Year 2025-26 services and the satisfactory work Francisco & Associates, Inc. has provided the City to date, staff recommends amending the current Contractual Services Agreement with Francisco & Associates to fill the need for continued administration services for Fiscal Year 2025-26. If approved, Francisco & Associates, Inc. is prepared to immediately begin work that will ensure the City remains in compliance with the Landscape and Lighting Act of 1972 and Proposition 218 and fulfill its responsibilities related to assessment roll placements.

FISCAL IMPACT
The cost of all services is $39,155 for Fiscal Year 2025-26 and is fully funded by the assessments collected.

REVIEW AND APPROVAL
Prepared by - Brett Oeverndiek, Management Analyst II
Reviewed by - Howard Young, Public Works Director
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - Lenka Hovorka, Assistant City Manager
Attachments
Resolution - Francisco and Associates
Francisco and Associates Amendment No. 2
Francisco and Associates Agreement and Amendment No. 1
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK APPROVING AMENDMENT NO. 2 TO THE

CONTRACTUAL SERVICES AGREEMENT WITH
FRANCISCO AND ASSOCIATES, INC. FOR PROFESSIONAL

SERVICES RELATED TO THE ADMINISTRATION OF

LANDSCAPING AND LIGHTING DISTRICTS AND OTHER

SPECIAL FINANCING DISTRICT ADMINISTRATION

SERVICES
WHEREAS, the Public Works Department selected Francisco and Associates, Inc. based on their scope and fee proposal as allowed by Section 3.04.080 of the City’s Purchasing Ordinance, to provide special professional services related to the administration of the City’s Landscaping and Lighting District’s for Fiscal Year 2024-25; and
WHEREAS, Francisco and Associates, Inc. successfully completed their scope of services to the satisfaction of the City for Fiscal Year 2023-24 and 2024-25; and WHEREAS, similar services are required for the preparation of Fiscal Year 2025-26 Landscaping and Lighting District assessment rolls and other administration services and Francisco and Associates, Inc. provided a cost proposal of $34,505 for said services; and WHEREAS, Francisco and Associates, Inc. has successfully provided assessment roll preparation services to the City for Emergency Medical Services Charges and Weed Abatement Charges for many years; and
WHEREAS, similar services are required for the preparation of Fiscal Year 2025-26 assessment rolls for Emergency Medical Services Charges and Weed Abatement Charges and Francisco and Associates, Inc. provided cost proposals of $3,875 and $775, respectively, for said services; and
WHEREAS, based on staff’s evaluation, Francisco and Associates, Inc. has been determined to be the most qualified firm to provide the requested services.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark does hereby approve Amendment No. 2 to the Contractual Services Agreement with Francisco and Associates, Inc. in an amount not to exceed $39,155 for Fiscal Year 2025-26 for special professional services related to the administration of Landscaping and Lighting District and other Special Financing District Administration Services, for a new total not to exceed amount of $127,305.

BE IT FURTHER RESOLVED that the City Council does hereby authorize the City Manager to execute Amendment No. 2 to the current Contractual Services Agreement with Francisco and Associates, Inc. in a form approved by the City Attorney, and take any and all action necessary to effectuate the intent of this Resolution.
1 AMENDMENT NO. 2 TO THE CONTRACTUAL

SERVICES AGREEMENT BETWEEN THE CITY OF
NEWARK AND FRANCISCO AND ASSOCIATES, INC.

This Second Amendment to the Contractual Services Agreement between the City of Newark, a municipal corporation, ("City") and Francisco and Associates, Inc., a California corporation ("Consultant") (sometimes referred to as "Parties") dated March 21, 2023 (the “Agreement”), is entered into as of April 10, 2025, for additional Landscaping and Lighting District administration services, Emergency Medical Services Charge assessment roll preparation and Weed Abatement Charge assessment roll preparation, collectively Special Financing District Administration Services.

RECITALS
WHEREAS, the Parties executed the Agreement for the purpose of having Consultant perform Landscaping and Lighting District administration services for Fiscal Year 2024 for compensation in the amount not-to-exceed $46,850; and
WHEREAS, the Parties executed Amendment No. 1 to the Contractual Services Agreement in an amount not to exceed $41,300 for Fiscal Year 2025 for special professional services related to the administration of Landscaping and Lighting District and other Special Financing District Administration Services, for a new total not to exceed amount of $88,150; and WHEREAS, Section 27, Modifications, of the Agreement allows the Parties to amend the Agreement provided that the amendment is in writing signed by the Parties; and WHEREAS, the Parties desire to amend the Agreement, Section 3.A to increase the “Not to Exceed” Compensation amount for Fiscal Year 2026 for additional Landscaping and Lighting District administration services in the compensation amount of $34,505, Emergency Medical Services Charge assessment roll preparation services in the amount of $3,875 and Weed Abatement Charge assessment roll preparation services in the amount of $775, collectively Fiscal Year 2026 Special Financing District Administration Services in the total compensation amount of $39,155 pursuant to the attached proposal provided by Francisco and Associates, Inc., as Exhibit “A” dated March 18, 2025 (“Proposal”); and
WHEREAS, City staff is authorized to execute this Amendment in a form approved by the City Attorney.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Section 3.A. "Not to Exceed" Compensation, of the Agreement, is amended to increase the not-toexceed compensation for Fiscal Year 2025 by $39,155 for a total not-to-exceed amount of $127,305 for performance of the scope of services described in the Proposal.

2. With the exception of the foregoing, all other terms and conditions in the Agreement, as amended, remain in force and effect.
2 CITY OF NEWARK FRANCISCO AND ASSOCIATES, INC.

By:

David J. Benoun
City Manager
Printed Name
Dated: Dated:

Attest:

Sheila Harrington
City Clerk
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
3 EXHIBIT A
Francisco and Associates, Inc. Proposal for Fiscal Year 2026 Special Financing District Administration Services
dated March 18, 2025
Northern California
925-867-3400
Southern California
760-438-5330
franciscoandassociates.com
March 18, 2025
Brett Oeverndiek
Management Analyst II
Public Works Department
City of Newark
37101 Newark Boulevard
Newark, CA 94560
Subject: Proposal for FY 2025-26 Special Financing District Administration Services Dear Brett:

Please find enclosed our proposal to provide Special Financing District Administration Services for Fiscal Year (FY) 2025-26. The proposed scope of work for the City of Newark’s Landscaping and Lighting Assessment Districts includes attendance at project meetings, development of budgets, preparation of the annual resolutions and staff reports, preparation of Engineer’s Reports in compliance with the Landscape and Lighting Act of 1972 and Proposition 218, preparation of assessment and maintenance diagrams, preparation of the annual levy calculations, placement of assessments on the Alameda County secured property tax roll, and property owner assistance throughout the year. The proposed scope of work for the City’s Emergency Medical Services Charge and Weed Abatement Charges includes placement of the charges on the Alameda County secured property tax roll and property owner assistance throughout the year.

If you have any questions regarding this proposal, please give me a call at (925) 867-3400.

Sincerely,

FRANCISCO & ASSOCIATES
Eduardo Espinoza, P.E.

Managing Principal
Enclosure
Cc: Krysten Lee, City of Newark
Gloria Del Rosario, City of Newark
City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 2

SCOPE OF WORK FOR LANDSCAPING AND LIGHTING ASSESSMENT DISTRICTS Francisco & Associates will provide assessment engineering and Fiscal Year (FY) 2025-26 administration services for the City of Newark’s Landscaping & Lighting Assessment District Nos. 1, 2, 4, 7, 11, 15, 16, 17, 18, and 19 and their corresponding 66 Benefit Zones (collectively referred to as “Districts”). The project approach and scope of work includes attendance at project meetings, development of budgets, preparation of the annual resolutions and staff reports, preparation of Engineer’s Reports in compliance with the Landscaping and Lighting Act of 1972 and Proposition 218, preparation of assessment and maintenance diagrams, preparation of the annual levy calculations, placement of assessments on the Alameda County (“County”) secured property tax roll, and property owner assistance throughout the year. The specific tasks are outlined as follows.

Task 1 – Project Meetings
Meet with City staff to review scope of work, project schedule, annexations/de-annexations, changes in the number and types of improvements to be maintained for the ensuing fiscal year and discuss compliance of Districts and their assessment methodologies with the Landscaping and Lighting Act of 1972 and Proposition 218.

Task 2 – Collect and Review Available Data
Coordinate with City staff and the County auditor’s office to obtain information needed to complete the tasks in this scope of work, such as the District formation documents, annexation documents, assessor’s files, copies of secured rolls, assessment diagrams, budget information, and land use and property characteristics for parcels within the boundaries of each District and each of the benefit zones. To the extent available, the City will also provide improvement plans, HOA information, and inventory of the landscape, streetlights, trees, and other areas maintained by the Districts.

Task 3 – Initiation of the FY 2025-26 Assessment Levies Prepare drafts of the staff report and resolution for the City Council meeting initiating the FY 2025-26 approval process for the Districts. Review the draft staff report and resolution with City staff and revise as needed.

Task 4 – Prepare Preliminary FY 2025-26 Parcel Databases Establish the parcel databases for the Districts, to include the most current parcel information including property owner name, mailing address, situs address, use code, benefit zone, acreage, frontage, building square footage, units, and any other pertinent parcel attributes that are needed to calculate annual assessments.

Task 5 – Update Assessment Diagrams
Update Assessment Diagrams for the Districts to include new parcels that have been created from the prior fiscal year.

City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 3
Task 6 – Update Geographic Information Systems (GIS) Layers of Improvements Identify all improvements maintained by the Districts and update GIS layers for each improvement type. The GIS layers will include an attribute table of characteristics that can serve as an asset management tool for the City going forward. F&A will provide the updated GIS layers to City staff in their desired format. For streetlights, F&A will assist the City in coordinating with PG&E to obtain the current streetlight layer for the City.

Task 7 – Prepare Maintenance Improvement Diagrams
Based on the updated GIS layers created per Task 6, prepare Maintenance Improvement Diagrams for each of the Districts. The Maintenance Improvement Diagrams can be included in future Engineer’s Reports as requested by City staff.

Task 8 – Prepare FY 2025-26 Budgets
Coordinate with the City’s Public Works, Finance, and Maintenance departments to prepare FY 2025-26 budget tables for the Districts utilizing the previous fiscal year’s actual expenditures, current fiscal year’s actual expenditures to date, and anticipated cost increases for the ensuing fiscal year. The FY 2025-26 budgets will include and consider maintenance contract costs, utility costs, capital improvement projects, incidental costs (engineering, legal, administration, etc.), City staff time, overhead cost allocations, operating and capital reserves, and fund balances.

Once draft FY 2025-26 budgets are prepared, review with City staff to address comments/questions and determine if changes to existing levels of service are appropriate for the ensuing fiscal year. Incorporate comments and feedback from City staff and obtain approval of the final FY 2025-26 budgets for inclusion in the Engineer’s Reports.

Task 9 - FY 2025-26 Preliminary Engineer's Reports
Based upon the information received at project team meetings, prepare the draft FY 2025-26 Preliminary Engineer’s Reports for the Districts. The draft Preliminary Engineer’s Reports will comply with the requirements of the Landscaping and Lighting Act of 1972 and include: a description of improvements, budgets, benefit spread methodologies, assessment district/benefit zone diagrams, maintenance improvement diagrams, and a listing of each parcel’s proposed assessment.

For the Districts that are not exempt from the provisions of Proposition 218, the draft Preliminary Engineer’s Reports will include a benefit analysis supporting the existing method of assessment for the Districts established at the time of formation to strengthen compliance with the statutory provisions outlined in Proposition 218. The benefit analysis for the Districts will include review of the types of improvements maintained, the location of each improvement in relation to properties within the boundaries of the Districts, and how the existing assessment methodology allocates the costs to the benefiting properties. For those Districts that are not exempt from, and which are subject to the provisions of Proposition 218, develop a more extensive description that supports the existing method of assessment and how the improvements to be maintained confer special benefits to properties within the Districts and City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 4
identify the general benefits and quantify the costs associated with the general benefits conferred to the public at large.

Submit the Draft Preliminary Engineer’s Reports to City staff for review and comment. Based upon the comments received from City staff on the Draft Preliminary Engineer’s Reports, prepare the final version of the Preliminary Engineer’s Reports and submit to City staff for City Council approval. The Preliminary Engineer’s Reports will be prepared and signed by one of our on-staff registered Professional Engineers.

Task 10 – Resolutions of Intention and Approval of the Preliminary Engineer’s Reports Prepare drafts of the staff report(s) and resolutions for the City Council meeting regarding acceptance of the Preliminary Engineer’s Reports and adoption of the Resolutions of Intention.

Review the draft staff report(s) and resolutions with City staff and incorporate revisions as needed.

Task 11 – FY 2025-26 Resolution of Intention City Council Meeting If requested, attend the City Council meeting regarding adoption of the Resolutions of Intention and Approval of the Preliminary Engineer’s Reports to assist City staff with questions from City Council and the public.

Task 12 – FY 2025-26 Final Engineer's Reports
Based upon the comments received from City staff and City Council at the City Council meeting referenced in Task 11 above, prepare the Final Engineer’s Reports and submit to the City for City Council approval. The Final Engineer’s Reports will be prepared and signed by one of our on-staff registered Professional Engineers.

Task 13 – Notice of Public Hearing
Prepare the draft Notice of Public Hearing for City staff review and approval. Finalize the Notice of Public Hearing and send it to the City Clerk for publication in the newspaper.

Task 14 - Resolution Approving Final Engineer’s Reports and Authorizing Levy Prepare drafts of the staff report and resolution for the City Council meeting regarding approval of the Final Engineer’s Reports and adoption of the Resolution authorizing the Levy of Assessments. Review the draft staff report and resolution with City staff and incorporate revisions as needed.

Task 15 – FY 2025-26 Public Hearing
If requested, attend the Public Hearing regarding adoption of the Resolution Approving the Final Engineer’s Reports and authorizing the levying of assessments to assist City staff with questions from City Council and the public.

City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 5
Task 16 – Prepare Final FY 2025-26 Parcel Databases
In July, obtain a copy of the 2025 closed roll database from the County Assessor. Update the parcel databases for the Districts with the most current parcel information such as: property owner name, mailing address, situs address, use code, benefit zone, acreage, frontage, building square footage, units, and any other pertinent parcel attributes that are needed to recalculate the ensuing year’s assessments. Finalize the FY 2025-26 assessment databases and levy calculations for the Districts.

Task 17 - Filing of FY 2025-26 Engineer’s Reports and Resolutions In accordance with the County’s annual submittal requirements, file the Engineer’s Reports, Assessment Diagrams, and Resolutions authorizing the levy of assessments with the County auditor’s office.

Task 18 – FY 2025-26 Auditor’s Reports
Prepare the annual Auditor's Reports in the County approved format for the Districts. If there are any rejected parcels resulting from the first submittal, research them and resubmit them to the County to ensure the City receives all the assessment revenue to which they are entitled.

Task 19 – FY 2025-26 Final Assessment Rolls
Provide the City with Final Assessment Rolls in electronic format for their records.

Task 20 – Field Property Owner Inquiries
Provide a phone number to be placed on property tax bills and field property owner inquiries throughout the year.

Task 21 – Assist with Expenditure Coding
If requested by City staff, assist City staff with expenditure coding during FY 2025-26 to provide actuals that will streamline the budgeting process going forward.

City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 6

SCOPE OF WORK FOR EMERGENCY MEDICAL SERVICES CHARGE
Task 1 – Prepare FY 2025-26 Parcel Database
Develop the City’s Emergency Medical Services database based upon the County’s ensuing year’s closed property tax roll information.

Task 2 – Determine FY 2025-26 Maximum Special Tax Rates Calculate the Emergency Medical Services tax for each taxable parcel located within the City based on the Emergency Medical Services tax formula, provided by the City.

Task 3 – FY 2025-26 Auditor’s Report
Prepare the data in the County’s required electronic format listing the Emergency Medical Services tax for each taxable parcel within the City. Submit the electronic data to the County Auditor’s office for processing. If there are any parcel kick-outs, research the parcels and resubmit them to the County so that they are included on the property tax roll.

Task 4 – FY 2025-26 Final Assessment Roll
Confirm final acceptance of the levies by the County and provide the City with the Final Assessment Roll in electronic format for its records.

City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 7

SCOPE OF WORK FOR WEED ABATEMENT CHARGE
Task 1 - Prepare FY 2025-26 Parcel Database
Based upon the Fiscal Year 2025-26 electronic listing of Assessor Parcel Numbers and corresponding levy amounts received from the City, convert the information into the County’s required electronic format.

Task 2 - FY 2025-26 Auditor’s Report
Submit the converted electronic data to the County Auditor’s office for inclusion on the property tax roll. If parcels kick-out, submit the listing of new and old Assessor Parcel Numbers to the City along with a copy of the parcel maps which show the old and new parcels so that the City can recalculate the levy amounts for each new parcel. Resubmit the new parcels and their corresponding levy amounts to the County Auditor’s office in their required electronic format for inclusion on the property tax roll.

Task 3 - FY 2025-26 Final Assessment Roll
Confirm final acceptance of the levies by the County and provide the City with the Final Assessment Roll in electronic format for its records.

City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 8

RESPONSIBILITIES OF THE CITY
1) Provide qualified legal counsel to review and approve documents; 2) Review and approve all budgets, staff reports, resolutions, and legal notices; 3) Publish notices of public hearing; and
4) Schedule and place items on the agenda for the required City Council meetings.

FEE SCHEDULE
Francisco & Associates proposes fees for the services listed in this proposal as follows:

Landscape and Lighting Assessment Districts*: Time & Materials not to exceed $34,505 Emergency Medical Services Charge: $3,875 (Lump Sum)
Weed Abatement Charge: $775 (Lump Sum)
* A breakdown of the required hours estimated to complete each task is attached as Appendix A.

The scope of work associated with the annexation of property into existing Landscape and Lighting Assessment Districts or formation of new Landscape and Lighting Assessment Districts is not included in this proposal and will be provided as requested. Also, any additional work requested and authorized by the City will be billed on a time and materials basis (unless a lump sum fee is agreed to by both parties) at the hourly rates shown below.

Reimbursable expenses will be billed in addition to the fees above at cost plus 15% not to exceed $500. Reimbursable expenses include overnight mail, duplication, County Assessor fees, County Recorder fees, County Auditor fees, etc.

F&A Personnel
Classification
Hourly
Rate
Principal/Project Manager $225
Associate Engineer $175
Senior Project Analyst $160
Project Analyst $150
Administrative Staff $95
City of Newark Special Financing Districts Proposal
March 18, 2025
franciscoandassociates.com 9

APPENDIX A

BREAKDOWN OF REQUIRED HOURS

ESTIMATED TO COMPLETE EACH TASK FOR THE DISTRICTS
The estimate of hours below corresponds to the tasks described in this proposal associated with the City’s Landscaping and Lighting Assessment Districts and related Benefit Zones.

Task Description
Principal/
Project
Manager
Project
Analyst Clerical
Total
Hours
Estimate
of Cost
1 - Project Meetings 4 2 0 6 $1,200.00
2 - Collect and Review Available Data 4 4 0 8 $1,500.00 3 - Initiation of the FY 2025-26 Assessment Levies 2 2 0 4 $750.00 4 - Prepare Preliminary FY 2025-26 Parcel Databases 4 16 0 20 $3,300.00 5 - Update Assessment Diagrams 2 4 0 6 $1,050.00
6 - Update Geographic Information Systems (GIS) Layers of Improvements 4 12 0 16 $2,700.00 7 - Prepare Maintenance Improvement Diagrams 4 12 0 16 $2,700.00 8 - Prepare FY 2025-26 Budgets 8 16 0 24 $4,200.00
9 - FY 2025-26 Preliminary Engineer's Reports 16 8 2 26 $4,990.00 10 - Resolutions of Intention and Approval of the Preliminary Engineer’s Reports 4 2 0 6 $1,200.00 11 - FY 2025-26 Resolution of Intention City Council Meeting 4 0 0 4 $900.00 12 - FY 2025-26 Final Engineer's Reports 1 2 2 5 $715.00 13 - Notice of Public Hearing 1 1 0 2 $375.00
14 - Resolutions Approving Final Engineer’s Reports and Authorizing Levy 2 2 0 4 $750.00 15 - FY 2025-26 Public Hearing 4 0 0 4 $900.00
16 - Prepare Final FY 2025-26 Parcel Databases 4 8 0 12 $2,100.00 17 - Filing of FY 2025-26 Engineer’s Reports and Resolutions 1 1 0 2 $375.00 18 - FY 2025-26 Auditor’s Reports 2 2 0 4 $750.00
19 - FY 2025-26 Final Assessment Rolls 1 2 0 3 $525.00
20 - Field Property Owner Inquiries 1 2 0 3 $525.00
21 - Assist with Expenditure Coding 8 8 0 16 $3,000.00
Total Hours: 81 106 4 191
Total Estimate of Cost: $18,225.00 $15,900.00 $380.00 $34,505.00 Projected Hours by Classification

CONTRACTUAL SERVICES AG EMENT

CONSULTANTS
This Service . reement ( hereinafter " Agreement") is made and entered into this day of °'' t6; i' ^ a , 2023 by and between the CITY OF NEWARK, a municipal corporation (" City"), and FRANCISCO & ASSOCIATES, INC., a CALIFORNIA CORPORATION (" Consultant"), collectively the " Parties".

WITNESSETH:

WHEREAS, City requested a proposal to perform services generally including special professional services related to the administration of the City' s Landscaping and Lighting Districts; and
WHEREAS, in response to City' s request, Consultant submitted a proposal ( hereinafter Proposal") and, after negotiations, Consultant agreed to perform the Services more particularly described in Exhibit " A" ("Services"), in return for the compensation described in this Agreement and Exhibit "A"; and
WHEREAS, in reliance upon Consultant' sdocumentation of its qualifications, as set forth in the Proposal, City finds that Consultant has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested Services.

NOW, THEREFORE, the Parties hereto agree as follows:

1. CONSULTANT' SSERVICES. Consultant shall perform Services described, and in the time, place, and manner specified in Exhibit "A" in accordance with the terms and conditions of this Agreement. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit " A", the Agreement shall control.

2. TIME FOR PERFORMANCE. Time is of the essence in the performance of Services under this Agreement and Consultant shall generally adhere to the schedule set forth in Exhibit " A"; provided, that City shall grant reasonable extensions of time for the performance of such Services occasioned by governmental reviews of Consultant' swork product or other unavoidable delays occasioned by circumstances, provided, further, that such unavoidable delays shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant' sofficers or employees. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated to Consultant.

Consultant acknowledges the importance to City of City' s performance schedule and agrees to put forth its best professional efforts to perfonn its Services under this Agreement in a manner consistent with that schedule. City understands, however, that Consultant' s performance
must be governed by sound professional practices.

3. COMPENSATION.

A. " Not to Exceed" Compensation. City shall compensate Consultant for all Services performed by Consultant hereunder in an amount based upon Consultant' shourly or other rates set forth in Exhibit " A". The payments specified in Exhibit " A" shall be the only payments to be made to Consultant for Services rendered pursuant to this Agreement.

Notwithstanding the foregoing, the combined total of compensation and costs payable hereunder shall not exceed the sum of Forty -Six Thousand Eight Hundred Fifty and No/ 100 Dollars ($ 46, 850. 0) unless the performance of services and/ or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by City, evidenced in writing authorizing such additional amount.

B. Method of Billing. To request payment, Consultant shall submit monthly invoices to City identifying Services performed and the charges therefore ( including an identification of personnel who performed Services, hours worked, hourly rates, and reimbursable expenses), based upon Consultant' sbilling rates ( set forth on Exhibit " A" hereto).

Consultant shall submit all billings for said Services to City in the manner specified in Exhibit " A"; or, if no manner is specified in Exhibit " A", then according to the usual and customary procedures and practices which Consultant uses for billing clients similar to City.

Invoices shall be sent to:

City of Newark
Attn: Finance Department
37101 Newark Blvd.

Newark, CA 94560
Upon completion of Services, City shall sign off and acknowledge that all terms and conditions have been satisfactorily met; upon which, unless waived by City in writing, Consultant shall prepare an itemized statement, briefly describing by task and/ or labor category the items billed.

C. Payment. Upon receipt of an invoice, City shall make payments to Consultant on a monthly basis, or at such other times as may be specified in Exhibit " A", for Services, which are performed in accordance with this Agreement to the satisfaction of City.

D. Consultant' sFailure to Perform. In the event that Consultant performs Services that do not comply with the requirements of this Agreement, Consultant shall, upon receipt of written notice from City, re- perfoii, i
the services ( without additional compensation to
Consultant). If Consultant' sfailure to perform in accordance with this Agreement causes damages to City, Consultant shall reimburse City for the damages incurred ( which may be charged as an offset to Consultant' s
payment).

4. ADDITIONAL SERVICES. In the event City desires the performance of additional services not otherwise included within Services, such services shall be authorized by written task order approved in advance of the performance thereof. Such task order shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefore, the time of performance thereof, and such other matters as the Parties deem appropriate for the accomplishment of such services. Except to the extent modified by a task order, all other terms and conditions of this Agreement shall be deemed incorporated in each such task order.

5. INDEPENDENT CONSULTANT. At all times during the term of this Agreement, Consultant shall be, and is an independent consultant and shall not be an employee or agent of City. Consultant shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant' sServices; however, City shall not have the right to control the means by which Consultant accomplishes Services rendered pursuant to this Agreement.

Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

6. PERSONNEL. Consultant understands that, in entering into this Agreement, City has relied upon Consultant' sability to perform in accordance with its representations regarding the qualifications of Consultant, including the qualifications of its Authorized Representative, its designated personnel, and its Subconsultants, if any, identified in Exhibit " C". Therefore, Consultant shall not replace its Authorized Representative, or any of the designated personnel or Subconsultants identified in Exhibit " C", without the prior written consent of City. All Services shall be performed by, or under, the direct supervision of Consultant' sAuthorized Representative.

Consultant agrees to include with all Subconsultants in their subcontract the same requirements and provisions of this Agreement including the indemnity and Insurance requirements to the extent they apply to the scope of the Subconsultant' swork. Subconsultants hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subconsultant further agrees to include these same provisions with any Sub- suconsultant. A copy of this Agreement' sIndemnity and Insurance provisions will be furnished to the Subconsultant upon request. The Consultant shall require all Sub- sconsultants to provide a valid certificate of insurance and the required endorsements included in this Agreement prior to commencement of any Services and will provide proof of compliance to the City.

In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any of Consultant' s
designated personnel or Subconsultants,
Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons.

7. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing Services.

8. INFORMATION AND DOCUMENTATION.

A. Information from City. City has made an effort to provide Consultant with all infoiiiiation necessary for Consultant' s
performance of Services. If Consultant believes
additional information is required, Consultant shall promptly notify City and City will provide to Consultant all relevant non -privileged information in City' s possession.

B. Consultant' sAccounting Records. Consultant shall maintain all accounting records related to this Agreement in accordance with generally accepted accounting principles
accounting
and
records
state
shall
law requirements,
include, at a minimum,
and in no
all
event
documents
for less than
which
four ( 4) years. Consultant' s
support Consultant' scosts
and expenses related to this Agreement, including personnel, subconsultants' invoices and payments, and reimbursable expenses. Consultant' s
accounting records shall be made available
to City within a reasonable time after City' srequest, during normal business hours.

C. Ownership of Work Product. All original documents prepared by Consultant ( including its employees and subconsultants) for this Agreement (" Work Product"), whether complete or in progress, are the property of City and shall be given to City at the completion of Consultant' sServices, or upon demand of City. Consultant shall have a right to
make and keep copies of the Work Product except for any confidential information. Consultant shall not reveal the Work Product or the confidential information contained in the Work Product, or make it available, to any third party without the prior written consent of City.

9. CONFLICTS OF INTEREST PROHIBITED. Consultant ( including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. Consultant shall comply with all requirements of the Political Reform Act ( California Government Code Section 81000, et seq.) and other laws relating to conflicts of interest, including: (a) Consultant shall not make or participate in a decision made by City if it is reasonably foreseeable that the decision may have a material effect on Consultant' seconomic interest, and ( b) if required by law, Consultant shall file financial disclosure forms with the City Clerk. If Consultant maintains or acquires a conflicting interest, any contract with City ( including this Agreement) involving Consultant' s conflicting
interest may be terminated by City.

10. NONDISCRIMINATION. Consultant shall comply with all applicable federal, state, and local laws regarding nondiscriminatory employment practices, whether or not said laws are expressly stated in this Agreement. Consultant shall not discriminate against any employee or applicant because of race, color, religious creed, national origin, physical disability, mental disability, medical condition. marital status, sexual orientation, sex, age, or any other basis, as defined in California Civil Code Section 51.

11. COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all applicable legal requirements including all federal, state, and local laws ( including ordinances and resolutions), whether or not said laws are expressly stated in this Agreement.

Consultant shall perform Services using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Consultant, performing under circumstances similar to those required by this Agreement.

12. PUBLIC WORKS REOUIREMENTS. Because the services described in Exhibit A include " work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work," the services constitute a public works within the definition of Section 1720( a)( 1) of the California Labor Code. As a result, Consultant is required to comply with the provisions of the California Labor Code applicable to public works, to the extent set forth in Exhibit D.

13. PUBLIC WORKS CONTRACTOR REGISTRATION. Consultant agrees, in accordance with Section 1771. of the California Labor Code, that Consultant or any subconsultant shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in Chapter 1 of Part 7 of Division 2 of the California Labor Code, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725. 5.

It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029. 1 of the Business and Professions Code or by Section 10164 or 20103. 5of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725. 5at the time the contract is awarded. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to California Labor Code section 1725. 5. Consultant agrees, in accordance with Section 1771. 4 of the California Labor Code, that if the work under this Agreement qualifies as public work, it is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

14. INSURANCE. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, subconsultants, or employees.

A. Verification of Coverage.

Consultant shall furnish City with original certificates of insurance and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by City before work commences.

Proof of Insurance shall be mailed to the following address or any subsequent address as may be directed in writing by the City Risk Manager:

CITY OF NEWARK
Attn: Risk Manager
37101 Newark Boulevard
Newark, CA 94560
City reserves the right to require and obtain complete, certified copies of all required insurance policies and endorsements at any time. Failure to exercise this right at any time shall not constitute a waiver of right to exercise later. Consultant shall immediately furnish City with certificates of renewal for each policy that is renewed during the term of this Agreement.

B. Minimum Scope of Insurance.

Coverage shall be at least as broad as:

1. Insurance Services Office Form Number CG 00 0lcovering Commercial General Liability on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal and advertising injury; and

2. Insurance Services Office Form Number CA 00 01 covering Code 1, (any auto), or Code 8 ( hired) and Code 9 ( non -owned) if consultant has no owned autos; and

3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer' s Liability Insurance; and

4. Errors and Omissions Liability insurance appropriate to the Consultant' sprofession. Architects' and Engineers' coverage is to be endorsed to include contractual liability.

C. Minimum Limits of Insurance.

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 and Insurance policy or proceeds available to the named Insured; whichever is greater.

Consultant shall maintain limits no less than:

1. General Liability:
including products and
completed operations,
property damage, bodily
injury, and personal and
advertising injury)

2. Automobile Liability:

3. Employer' sLiability:
2, 000,00 per occurrence for
bodily injury, personal injury, and
property damage. If a general
aggregate limit applies, either the
general aggregate limit shall apply
separately to this project/ location or
the general aggregate limit shall be
twice the required occurrence limit.
81, 000,00per accident for bodily
injury and property damage.
81, 000,00 per accident for bodily
injury or disease.

4. Errors and Omissions $ 1, 000,00 per occurrence or
Liability: claim; $2, 000,00aggregate.

D. Deductibles and Self -Insured Retentions.

Any deductibles or self -insured retentions must be declared to and approved by the City Risk Manager. At the option of City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects to City, its officers, officials, directors, employees, contractors, agents, and volunteers, or ( 2) Consultant shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses in an amount specified by the City Risk Manager or designee.

E. Claims Made Policies.

For all " claims made" coverage, in the event that Consultant changes insurance carriers Consultant shall purchase " tail" coverage or otherwise provide for continuous coverage covering the Term of this Agreement and not less than five (5) years thereafter. Proof of such " tail" or other continuous coverage shall be required at any time that the Consultant changes to a new carrier.

F. Wasting Policies.

No policy required by this paragraph 14 shall include a " wasting" policy limit (ie. limit that is eroded by the cost of defense).

G. Remedies.

In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which breach:
are alternatives to other remedies City may have and are not the exclusive remedy for Consultant' s

1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;

2. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/ or

3. Terminate this Agreement.

H. Acceptability of Insurers.

Insurance is to be placed with insurers with a current A. M. Best' srating of no less than A: VII, unless otherwise acceptable to the City Risk Manager. All insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business ofinsurance in the State of California.

I. Other Insurance Provisions.

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

1. Additional Insureds. City, its officers, officials, directors, employees and volunteers (" Additional Insureds") are to be covered as insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant; including materials, parts or equipment furnished in connection with such work or operations.

2. Primary Coverage. For any
insurance coverage shall be primary insurance as
claims related to Services, Consultant' s
respects City, its officers, officials, directors,
employees, and volunteers. Any insurance or self- insurance maintained by City, its officers, officials, directors, employees, or volunteers shall be excess of Consultant' sinsurance and shall not be contribute with it. Consultant' s
policy will not seek contribution from the City' sinsurance or self- insurance.

3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled during the term of this Agreement without notice to City.

4. Civil Code , S 2782. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision ( b) of Section 2782 of the California Civil Code.

5. Deductibles and Self -Insured Retentions ( SIR). All deductibles and self -insured retentions must be disclosed to the City Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

6. Subconsultants. Consultant shall include all subconsultants as insureds under its policies or shall require and verify separate certificates and endorsements have been obtained for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein.

7. Waiver of Subrogation. With respect to Workers' Compensation and Employer' sLiability Coverage, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, directors, employees, and volunteers for losses arising from work performed by Consultant for City.

8. Coverage is Material Element. Maintenance of proper insurance coverage in conformity with the provision of this paragraph 14 is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of coverage or renewal may be treated by City as a material breach of this Agreement.

9. Variation. The City Risk Manager may approve a variation in these insurance requirements upon a determination that the coverage, scope, limits, and form of such insurance are either not commercially available or that City' s interests are otherwise fully protected. Any variation granted shall be done in writing and shall be made a part of this Agreement as Appendix " A".

15. REPORTING DAMAGES. If any damage ( including but not limited to death, personal injury or property damage) occurs in connection with the performance of this Agreement, Consultant shall immediately notify the City Risk Manager' soffice by telephone at 510-78- 4428, and Consultant shall promptly submit to the City' s
Risk Manager and the City' s Administrator
see paragraph 19, herein below) a written report ( in a form acceptable to City) with the following information: ( a) name( s) and address( e) of the injured or deceased person( s), ( b) name( s) and address( e) of witnesses, ( c) name( s) and address( e) of Consultant' sinsurance company( ies), and d) a detailed description of the damage( s) and whether any City property was involved.

16. INDEMNIFICATION/ SAVE HARMLESS. To the fullest extent permitted by law, the Consultant shall: ( 1) immediately defend, and ( 2) indemnify City, its, officers, officials, directors, employees, and volunteers from and against all liabilities regardless of nature or type arising out of or resulting from Consultant' s
performance of Services, or any negligent or wrongful
act or omission of Consultant or Consultant' s officers, employees, agents, or subconsultants.

Liabilities subject to the duties to defend and indemnify include, without limitation all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Consultant' sobligation to indemnify applies unless it is adjudicated that its liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, Consultant' sindemnification obligation shall be reduced in proportion to the established comparative liability of the indemnified party.

In the event that Consultant or any employee, agent, or subconsultant of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/ or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

The duty to defend is a separate and distinct obligation from Consultant' s duty to
indemnify. Consultant shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by City immediately upon tender to Consultant of the claim in any form or at any stage of an action or proceeding, whether or not liability is established.

An allegation or determination of comparative active negligence or willful misconduct by an indemnified party does not relieve the Consultant from its separate and distinct obligation to defend City. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Consultant asserts that liability is caused in whole or in part by the negligence or willful misconduct of the indemnified party. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of an indemnified party, Consultant may submit a claim to City for reimbursement of reasonable attorneys' fees and defense costs.

The review, acceptance or approval of Consultant' swork or work product by any indemnified party shall not affect, relieve or reduce Consultant' sindemnification or defense obligations. This paragraph survives completion of Services or the termination of this contract.

The provisions of this paragraph are not limited by and do not affect the provisions of this contract relating to insurance.

Consultant/ Subconsultant' sresponsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

17. LICENSES, PERMITS, ETC. Consultant represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the Willi of this Agreement any licenses, peiiiiits, and approvals which are legally required for Consultant to practice its profession. In addition to the foregoing, Consultant shall obtain and maintain during the term hereof a valid City of Newark Business License.

18. TERM/ERMINATION.

A. The term of this Agreement shall commence upon the date first hereinabove written and shall expire upon completion of performance of Services hereunder by Consultant.

B. Notwithstanding the provisions of paragraph 18 Section A above, City may teiiiiinate this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon thirty ( 30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of such termination, City shall compensate Consultant for Services rendered and reimburse Consultant for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3.

In ascertaining the Services actually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of City to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to City hereunder.

19. CONTRACT ADMINISTRATION. This Agreement shall be administered by of the City of Newark (" Administrator"). All correspondence shall be directed to or through the Administrator or his/er designee.

20. NOTICES. Written notices required or convenient hereunder shall be delivered personally or by depositing the same with the United States Postal Service, first class ( or equivalent) postage prepaid and addressed, in the case of Consultant, to:

FRANCISCO & ASSOCIATES, INC. CITY OF NEWARK

ED ESPINOZA PUBLIC WORKS DIRECTOR
Principal Administrator
Address: Francisco & Associates, Inc.
231 Market Place, Suite 543
San Ramon, CA 94583
City of Newark
Attn: Public Works Director
37101 Newark Boulevard
Newark, CA 94560

21. PARAGRAPH HEADINGS. Paragraph headings used herein are for convenience only and shall not be deemed to be a part of such paragraphs and shall not be construed to change the meaning thereof.

22. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.

23. SEVERABILITY. If any term of this Agreement ( including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the Parties' intent under this Agreement.

24. GOVERNING LAW, JURISDICTION, AND VENUE. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda.

25. ATTORNEY' SFEES. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorney' sfees, costs, and expenses incurred.

26. ASSIGNABILITY. Neither Consultant nor City shall subconsult, assign, sell, mortgage, hypothecate, or otherwise transfer their respective interests or obligations in this Agreement without the express prior written consent of the non -transferring party.

27. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

28. WAIVERS. Waiver of breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

29. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the Parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.

30. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Consultant and City. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

31. COVENANT AGAINST CONTINGENT FEES. Consultant hereby warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, at City' s discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

IN WITNESS WHEREOF, the Parties hereto have executed this Agre year first hereinabove written.

CITY OF NOW a munidipal ur
B
Date
Date
Date
Approved as to or
Newark
dent e day and

FRANCISCO & ASSOCIATES, INC
a California corporation
By
Date
nozA
Printed Name

EXHIBIT A

SCOPE OF SERVICES
City of Newark Landscaping and Lighting Assessment Districts Proposal March 3, 2023
FR
AND
NCISCO

ASSOCIATES

SCOPE OF WORK
Francisco & Associates will provide assessment engineering and Fiscal Year ( FY) 2023-4 administration services for the City' s Landscaping & Lighting Assessment District Nos. 1, 2, 4, 6, 7, 10, 11, 13, 15, 16, 17, 18 & 19 and their corresponding 66 Benefit Zones ( collectively referred to as " Districts"). Our goal is to position ourselves as the City' s expert resource and an extension of staff, rather than as a consultant. The project approach and scope of services include attendance at project meetings, an audit of each Landscaping and Lighting Assessment District' s boundaries and databases, development of budgets, preparation of the annual resolutions and staff reports, preparation of Engineer' sReports to strengthen compliance with the Landscape and Lighting Act of 1972 and Proposition 218, preparation of assessment and maintenance diagrams, preparation of the annual levy calculations, placement of assessments on the Alameda County secured property tax roll, and property owner assistance throughout the year. The specific tasks related to these services are outlined as follows:

SCOPE OF SERVICES
Task 1 - Project Meetings
Meet with City staff to review scope of work, project schedule, annexations/ de- annexations, changes in the number and types of improvements to be maintained for the ensuing fiscal year and discuss compliance of existing Districts and their assessment methodologies with the Landscape and Lighting Act of 1972 and Proposition 218. More specifically, to comply with the provisions of Proposition 218, the description of the assessment methodologies will need to be expanded upon to identify how the improvements maintained confer benefits to the properties within each District and each individual benefit zone, identification and quantification of the general versus special benefits, and describe the allocation of special benefit more clearly to each benefitting parcel.

Task 2 — Collect and Review Available Data
Coordinate with City staff and the County auditor' s office to obtain information needed to provide the services in this scope of services, such as the District formation documents, annexation documents, assessor' sfiles, copies of secured rolls, assessment diagrams, budget information, and land use and property characteristics for parcels within the boundaries of each District and each of the benefit zones. To the extent available, the City will also provide improvement plans, easements, HOA information, and inventory of the landscape, streetlights, trees, and other areas maintained by each District and benefit zone.

Task 3 — Initiation of the FY 2023-4 Assessment Levies
Prepare drafts of the staff report( s) and resolutions for the City Council meeting initiating the FY 2023-4 assessment process for each of the thirteen ( 13) Districts and related benefit zones. Review the draft staff report( s) and resolutions with City staff and incorporate changes prior to finalization.
franciscoandassociates. com 2
City of Newark Landscaping and Lighting Assessment Districts Proposal March 3, 2023

FRANCISCO

AND ASSOCIATES
Task 4 — Audit Existing Databases and Preliminary FY 2023-4 Parcel Databases Establish the parcel databases for each of the thirteen ( 13) Districts and associated benefit zones, to include the most current parcel information including property owner name, mailing address, situs address, use code, benefit zone, acreage, frontage, building square footage, units, and any other pertinent parcel attributes that are needed to calculate annual assessments.

As part of establishing the parcel databases for FY 2023-4, Francisco & Associates will review and audit the Districts and each benefit zone. The review and audit will include reviewing the boundaries specific to each District and benefit zone and auditing the annual property characteristics and levy calculations. More specifically, we will apply each District and benefit zone' s assessment methodology to all applicable parcels identified in the audit of the District' s boundaries, to ensure that all parcels within the boundaries of each District and benefit zone are included in the database, parcels located outside of the District boundaries are excluded from the database, and that the application of the assessment methodology has been applied correctly to ensure the City receives all the revenues to which it is entitled.

Task 5 - Prepare Updated Assessment Diagrams
Prepare updated Assessment Diagrams identifying each of the thirteen ( 13) Districts and associated benefit zones. This includes updating the assessment diagrams to include all new parcels that have been created from the prior fiscal year.

Task 6 - Prepare Maintenance Improvement Diagrams
Locate each improvement being maintained by the thirteen ( 13) Districts and related benefit zones and prepare Maintenance Improvement Diagrams identifying the authorized improvements maintained for each of the Districts and related benefit zones. The Maintenance Improvement Diagrams will include all new parcels that have been created from the prior fiscal year and any new improvements to be maintained.

Task 7 — Prepare FY 2023-4 District Budgets
Coordinate with the City' s
Public Works, Finance, and Maintenance departments to prepare FY 2023-4 budget tables for each of the thirteen ( 13) Districts and associated benefit zones utilizing the previous fiscal year' sactual expenditures, current fiscal year' s actual expenditures to date, and anticipated cost increases for the ensuing fiscal year. The FY 2023-4 budgets will include and consider maintenance contract costs, utility costs, capital improvement projects, incidental costs ( engineering, legal, administration, etc.), City staff time, overhead cost allocations, operating and capital reserves, and each District' sand benefit zone' sfund balances.

Once draft FY 2023-4 budgets are prepared, review each with City staff to address comments/ questions and determine if changes to the level of services provided is appropriate for the ensuring fiscal year. Incorporate comments and feedback received from City staff and obtain
Reports.
approval of the final FY 2023-4 budgets prior to preparing the Preliminary Engineer' s franciscoandassociates. com 3
City of Newark Landscaping and Lighting Assessment Districts Proposal March 3, 2023
Task 8 - Draft FY 2023-4 Preliminary Engineer' sReports

FRANCISCO

AND ASSOCIATES
Based upon the information received at the project kick- off meeting and other team meetings, prepare the draft FY 2023-4 Preliminary Engineer' sReports for each of the thirteen ( 13) Districts. The draft Preliminary Engineer' s Reports will comply with the requirements of the Landscape and Lighting Act of 1972 and include: a description of improvements, budgets, benefit spread methodologies, assessment district/ benefit zone diagrams, maintenance diagrams, and a listing of each parcel' sproposed assessment.

Additionally, each District' sdraft Preliminary Engineer' s Report will include a benefit analysis supporting the existing method of assessment for each District and benefit zone established at the time of District formation to strengthen compliance with the statutory provisions outlined in the State of California Streets and Highways Code Landscaping and Lighting Act of 1972 and Articles XIIIC and XIIID of the State Constitution, otherwise known as Proposition 218.

Development of the benefit analyses will require identifying which Districts are exempt from the provisions of Proposition 218 and which are not.

The benefit analysis for all Districts and related benefit zones are expected to include review of the types of improvements maintained, the location of each improvement in relation to properties within the boundaries of each District and benefit zone, and how the existing assessment methodology allocates the costs to the benefiting properties. For those Districts and benefit zones that are not exempt from, and which are subject to the provisions of Proposition 218, develop a more extensive description that supports the existing method of assessment and how the improvements to be maintained confer special benefits to properties within the District and identify the general benefits and quantify the costs associated with the general benefits conferred to the public at large to further support compliance with Proposition 218.

Task 9 — Finalize FY 2023-4 Preliminary Engineer' s Reports Submit the thirteen ( 13) Draft Preliminary Engineer' s Reports to City staff for review and comment. Based upon the comments received from City staff on the Draft Preliminary Reports
Engineer' s
and
Reports,
submit to
prepare
City staff
the
for
final
City Council
version
approval.
of the thirteen (
The Preliminary
13) Preliminary
Engineer' s
Engineer' s
Reports
will be prepared and signed by one of our on -staff registered Professional Engineers.

Task 10 — Resolutions of Intention and Approval of the Preliminary Engineer' sReports Prepare drafts of the staff report( s) and resolutions for the City Council meeting regarding acceptance of the Preliminary Engineer' sReports and adoption of the Resolutions of Intention.

Review the draft staff report( s) and resolutions with City staff and incorporate changes prior to finalization.

Task 11 — FY 2023-4 Resolution of Intention City Council Meeting If requested, attend the City Council meeting regarding the adoption of the Resolutions of Intention to assist City staff with questions from City Council and the public. franciscoandassociates. com 4
City of Newark Landscaping and Lighting Assessment Districts Proposal March 3, 2023
Task 12 — FY 2023-4 Final Engineer' sReports

FRANCISCO

AND ASSOCIATES
Based upon the comments received from City staff and City Council at the City Council meeting referenced in Task 11 above, prepare the thirteen ( 13) Final Engineer' s Reports and submit to the City for City Council approval. The Final Engineer' sReport will be prepared and signed by one of our on -staff registered Professional Engineers in compliance with the provisions of Proposition 218.

Task 13 — Notice of Public Hearing
Prepare the draft Notice of Public Hearing for City staff review and approval. Finalize the Notice of Public Hearing and send to the City Clerk for publication in the newspaper.

Task 14 - Resolutions Approving Final Engineer' sReports and Authorizing Levy Prepare drafts of the staff report( s) and resolutions for the City Council meeting regarding approval of the Final Engineer' sReports and adoption of the Resolutions Authorizing the Levy of Assessments. Review the draft staff report( s) and resolutions with City staff and incorporate changes prior to finalization.

Task 15 — FY 2023-4 Public Hearing
If requested, attend the Public Hearing regarding adoption of the Resolutions Approving the Final Engineer' sReports and Authorizing the Levying of Assessments to assist City staff with questions from City Council and the public.

Task 16 — Prepare Final FY 2023-4 Parcel Databases
In July, obtain a copy of the 2023 closed roll database from the County Assessor. Update the parcel databases for each of the thirteen ( 13) Districts with the most current parcel information such as: property owner name, mailing address, situs address, use code, benefit zone, acreage, frontage, building square footage, units, and any other pertinent parcel attributes that are needed to recalculate the ensuing year' s assessments. Finalize the FY 2023-4 assessment databases and levy calculations for each of the Districts.

Task 17 - Filing of FY 2023-4 Engineer' sReports and Resolutions In accordance with the County' s annual submittal requirements, file the Engineer' sReports, Assessment Diagram, and Resolutions Authorizing the Levy of Assessments with the Alameda County Auditor' soffice.

Task 18 — FY 2023-4 Auditor' sReports
Prepare the annual Auditor' s Reports in the Alameda County approved format for each of the thirteen ( 13) Districts. If there are any rejected parcels resulting from the first submittal, research them and resubmit to the County to ensure the City receives all the assessment revenue to which they are entitled.
franciscoandassociates. com
City of Newark Landscaping and Lighting Assessment Districts Proposal March 3, 2023

FRANCISCO

AND ASSOCIATES
Task 19 — FY 2023-4 Final Assessment Rolls
Provide the City with Final Assessment Rolls in electronic format for their records.

Task 20 — Field Property Owner Inquiries
Provide a phone number to be placed on property tax bills and field and address property owner inquiries throughout the year.

RESPONSIBILITIES OF THE CITY
1) Provide qualified legal counsel to review and approve all District documents; 2) Review and approve all budgets, staff reports, resolutions, and legal notices; 3) Publish the notice of public hearing; and
4) Schedule and place the annual items on the agenda for the required City Council meetings.

FEE SCHEDULE
Francisco & Associates proposes a lump sum fee in an amount of $46, 350 for the services listed in this proposal. A breakdown of the required hours estimated to complete each task is attached as Appendix A.

Any additional work requested and authorized by the City will be billed on a time and materials basis ( unless a lump sum fee is agreed to by both parties) at the hourly rates shown below.

Classification
Hourly
Rate
Principal/ Project Manager 195. 00
Associate Engineer 150. 00
Senior Project Analyst 150. 00
Project Analyst 135. 00
Clerical 75. 00
Reimbursable expenses will be billed in addition to the lump sum fee above at cost plus 15%.

Reimbursable expenses include overnight mail, duplication, County Assessor fees, County Recorder fees, County Auditor fees, etc. Reimbursable expenses will not exceed $ 500. 00. franciscoandassociates. com 6
City of Newark Landscaping and Lighting Assessment Districts Proposal March 3, 2023

APPENDIX A

BREAKDOWN OF REQUIRED HOURS

ESTIMATED TO COMPLETE EACH TASK

FRANCISCO

AND ASSOCIATES
The estimate of hours below to perform the tasks outlined in this proposal is for the City' s 13 Landscaping and Lighting Assessment Districts and related 66 Benefit Zones.

Task
Projected Hours by Classification
Total
Hours
Estimate of
Cost
Principal/
Project
Manager
Associate
Engineer
Project
Analyst Clerical
1- Project Meetings 4 0 2 0 6 1, 050.
2 - Collect and Review Available Data 8 0 4 0 12 2, 100. 0 3 - Initiation of the FY 2023-4Assessment Levies 4 0 2 0 6 1, 050. 4 - Audit Existing Databases and Preliminary FY 2023-4Parcel Databases 12 0 24 0 36 5,80. 0 5 - Prepare Updated Assessment Diagrams 2 0 8 0 10 1, 470. 0 6 - Prepare Maintenance Improvement Diagrams 4 8 24 0 36 5, 220. 0 7 - Prepare FY 2023-4 District Budgets 16 0 16 0 32 5, 280. 0 8 - Draft FY 2023-4Preliminary Engineer' s Reports 32 4 24 8 68 10, 680. 0 9 - Finalize FY 2023-4 Preliminary Engineer' sReports 4 0 4 2 10 1, 470. 0 10 - Resolutions of Intention and Approval of the Preliminary Engineer' s Reports 4 0 4 0 8 1, 320. 0 11 - FY 2023-4 Resolution of Intention City Council Meeting 4 0 0 0 4 780. 00 12 - FY 2023-4 Final Engineer' s Reports 4 0 4 2 10 1, 470. 0 13 - Notice of Public Hearing 1 0 2 0 3 465. 00
14 - Resolutions Approving Final Engineer' s Reports and Authorizing Levy 4 0 4 0 8 1, 320. 0 15 - FY 2023-4 Public Hearing 4 0 0 0 4 780. 00
16 - Prepare Final FY 2023-4 Parcel Databases 8 0 16 0 24 3, 720. 0 17 - Filing of FY 2023-4 Engineer' s Reports and Resolutions 1 0 2 0 3 465. 00 18 - FY 2023-4Auditor' sReports 2 0 4 0 6 930. 00
19 - FY 2023-4 Final Assessment Rolls 1 0 2 0 3 465. 00 20 - Field Property Owner Inquiries 1 0 4 0 5 735. 00
Total Hours 120 12 150 12 294
Total Estimate of Cost 23, 400. 0 1, 800. 0 20,50. 0 900. 00 46, 350. 0 franciscoandassociates. com 7

EXHIBIT B

PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.

HOURS OF WORK:

A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the services described in Exhibit A shall constitute a legal day' s
work
under this contract.

B. In accordance with California Labor Code Section 1811, the time of service of any worker employed in performance of the services described in Exhibit A is limited to 8 hours during any one calendar day, and 40 hours during any one calendar week, except in accordance with California Labor Code Section 1815, which provides that work in excess of 8 hours during any one calendar day and 40 hours during any one calendar week is peiinitted upon compensation for all hours worked in excess of 8 hours during any one calendar day and 40 hours during any one calendar week at not less than one - and -one- half times the basic rate of pay.

C. The Consultant and its subcontractors shall forfeit as a penalty to the City $ 25 for each worker employed in the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day, or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following.

WAGES:

A. In accordance with California Labor Code Section 1773. 2, the City has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a
copy of which is on file in the City Public Works Office and shall be made available on request. The Consultant and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A.

B. In accordance with California Labor Code Section 1775, the Consultant and any subcontractors engaged in performance of the services described in Exhibit A shall comply with California Labor Code Section 1775, which establishes a penalty for each worker engaged in the performance of the services described in Exhibit A that the Consultant or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or subcontractor in meeting applicable prevailing wage obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements:

The contract executed between the Consultant and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of
the provisions of California Labor Code Sections 1771, 1775, 1776, 1777. 5, 1813, and 1815.

2. The Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor' scertified payroll records.

3. Upon becoming aware of a subcontractor' sfailure to pay the specified prevailing rate of wages, the Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A.

4. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813.

C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name, address, social security number, work, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

1. The information contained in the payroll record is true and correct.

2. The employer has complied with the requirements of California Labor Code employees
Sections 1771,
on the
1811,
public
and
works
1815 for
project.
any work performed by the employer' s
The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be submitted directly to the Labor Commission, and available for inspection by the Owner and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776.

D. In accordance with California Labor Code Section 1777. 5, the Consultant, on behalf of the Consultant and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777. 5
governing employment and payment of apprentices on
public works contracts.

E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation ( except executive, supervisory, administrative, clerical, or other non -manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Consultant or subcontractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.

30. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Consultant and. City. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

31. COVENANT AGAINST CONTINGENT FEES. Consultant hereby warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or forination of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, at City' s discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF NEWARK, FRANCISCO & ASSOCIATES, INC
a municipal corporation a California corporation
By
City ofNewark
Date
Attest:

Date
City Clerk
Approved as to form:

Date
City Attorney
By
Date
Printed Name
Client#: 1998057 FRANCASSOC

ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE( MWDD/ YYYY) 12109/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( Ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on

PRODUCER
this certificate does not confer any rights to the certificate holder in lieu of such endorsement( s).

Temecula Insurance, div of USI
41923 2nd Street, Suite 201
Temecula, CA 92590
951 694- 5200
CONTACT Cynthia Cadenhead
PHHcO, E
E,). 951 694- 5200 FAX
No): 951- 302- 0470

E- MAIL
ADDREss: cynthia. cadenhead@usi. com
INSURER( S) AFFORDING COVERAGE NAIC #
INSURER A : Continental Casualty Company 20443

INSURED
Francisco & Associates, Inc.
5927 Balfour Ct Ste 109
Carlsbad, CA 92008
INSURER B : Transportation Insurance Company 20494
INSURER C : Employers Preferred Insurance Company 10346 INSURER D : US Specialty Insurance Company 29599
INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

TYPE OF INSURANCE
ADDL
INSR
SUBR

WVD POLICY NUMBER

POLICY EFF

MM/ DD/ YYYY)

POLICY EXP

MM/ DD/ YYYY LIMITS
A
A
X
COMMERCIAL GENERAL LIABILITY X X 7013631642 12/5/ 2022 12/5/ 2023 EACH OCCURRENCE 2, 000,00 1 CLAIMS - MADE X OCCUR PREMISES (EaEocccurrence) 1, 000,00 MED EXP ( Any one person) 10, 000
PERSONAL & ADV INJURY 2, 000,00
GE
X

L AGGREGATE LIMIT APPLIES
POLICY I JECTPROOTHER:

PER:
1 LOC
GENERAL AGGREGATE 4, 000,00
PRODUCTS - COMP/ O AGG 4, 000,00

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY X

SCHEDULED
AUTOS

NON OWNED

AUTOS ONLY
7013631642 12/5/ 2022 12/5/ 2023 Ea aBcEeD SINGLE LIMIT 1, 000,00
BODILY INJURY ( Per person)
BODILY INJURY ( Per accident)

PROPERTY DAMAGE
Per accident)
B X

UMBRELLA LIAB

EXCESS LIAB

X OCCUR

CLAIMS - MADE
7018261866 12/5/ 2022 12/5/ 2023 EACH OCCURRENCE 4, 000,00 AGGREGATE 4, 000,00
DED 1 1 RETENT ON $
C

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y/ N

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBEREXCLUDED? ( N/ A
Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
X EIG489349101 12/5/ 2022 12/5/ 2023 X
PER
T
OTHER
E. L. EACH ACCIDENT 1 , 000,0e
E. L. DISEASE - EA EMPLOYEE 1, 000,00
E. L. DISEASE - POLICY LIMIT 1, 000,00
D Professional Liab USS2233423 12/5/ 2022 12/5/ 2023 2, 000,00 Each Claim 2, 000,00 Aggregate
15, 000 Deductible
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Assessment District, LLAD, EMS, Lein Adminlstration. Certificate holder is hereby named as additional insured.

CERTIFICATE HOLDER CANCELLATION
City of Newark
37101 Newark Blvd
Newark, CA 94560

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 25 (2016/ 03) 1 of 1 The ACORD name and logo are registered marks of ACORD S38250157/ M38250125 CXCSL
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 Ed. 4- 84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
With respect to all employees subject to the
workers' compensation laws of the state of
California, any person or organization for whom
the Named Insured has agreed by written
contract to furnish this waiver.

This policy is subject to a minimum charge of $250 for the issuance of waivers of subrogation This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective 12/5/ 2022 at 12: 01 AM standard time, forms a part of Policy No. EIG 4893491 01 Of the EMPLOYERS PREFERRED INS. CO.

Carrier Code 00920
Issued to FRANCISCO & ASSOCIATES, INC.

Premium
Countersigned at on By.

Endorsement No.

POLICY NUMBER: 7013631642
CNA SB146932G
Ed. 10- 19)

BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM

BUSINESSOWNERS COMMON POLICY CONDITIONS

TABLE OF CONTENTS
I. Blanket Additional Insured Provisions
A. Additional Insured — Blanket Vendors
B. Miscellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Coverage

1. a. Primary — Noncontributory provision

1. b. Definition of " written contract"

2. Additional Insured — Extended Coverage
II. Liability Extension Coverages
A. Bodily Injury — Expanded Definition
B. Broad Knowledge of Occurrence
C. Estates, Legal Representatives and Spouses
D. Fellow Employee First Aid
E. Legal Liability — Damage to Premises
F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket
I. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED — BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization ( referred to below as vendor) with whom you agreed under a ' written contract" to provide insurance, but only with respect to bodily injury" or " property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor' sbusiness, subject to the following additional exclusions:

1. The insurance afforded the vendor does not apply to:
a. " Bodily injury" or " property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor' s
premises in connection with the sale of the product;
Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or g.

SB146932G
Ed. 10- 19)
h. " Bodily injury" or " property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
1) The exceptions contained in Subparagraphs d. or f.; or 2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.

3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy.

4. This provision 2. does not apply if " bodily injury" or " property damage" included within the " products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.

B. MISCELLANEOUS ADDITIONAL INSUREDS

1. Who Is An Insured is amended to include as an insured any person or organization ( called additional insured) described in paragraphs 3. a. through 3. j. below whom you are required to add as an additional insured on this policy under a ' written contract."

2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with:
a. A higher limit of insurance than required by such " written contract;" b. Coverage broader than required by such " written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or
c. Coverage for " bodily injury" or " property damage" included within the " products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3. j. below.

Any coverage granted by this endorsement shall apply only to the extent permitted by law.

3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of:
1) such person or organization' sfinancial control of you; or 2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co- owner of Insured Premises
A co- owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or " personal and advertising injury" as coowner of such premises. c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or organization' sliability for " bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you.

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d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to liability fore" bodily injury," "property damage" or " personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the " occurrence" giving rise to such bodily injury" or " property damage" or the offense giving rise to such " personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," property damage" or " personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the " occurrence" giving rise to such bodily injury" or " property damage" or the offense giving rise to such " personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
f. Lessor of Premises
An owner or lessor of premises leased to you, or such owner or lessor' sreal estate manager, but only with respect to liability for " bodily injury," "property damage" or " personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the " occurrence" giving rise to such " bodily injury" or " property damage" or the offense giving rise to such " personal and advertising injury," takes place prior to the termination of such lease.

The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.

Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver' sliability for " bodily injury," "property damage" or " personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you.

This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect
liability for "bodily injury," "property
to
damage"
such government
or " personal
agency
and advertising
or subdivision
injury"
or political
arising
subdivision' s
out of:
1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies:
a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b) The construction, erection, or removal of elevators; or c) The ownership, maintenance or use of any elevators covered by this insurance; or 2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to:
a) "Bodily injury", "property damage" or " personal and advertising injury" arising out of operations performed for the state or govemment agency or subdivision or political subdivision; g.
or
b) "Bodily injury" or "property damage" included within the " products -completed operations hazard."
With respect to this provision' srequirement that additional insured status must be requested under a written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured.

SB146932G
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0136316429272
C.
j•
Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization' sliability for " bodily injury," " property damage," or " personal and advertising injury" caused by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.

Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for " bodily injury," " property damage" or " personal and advertising injury" for which such additional insured is liable because of your acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:
1) For " bodily injury," "property damage," or " personal and advertising injury" arising out of the rendering or failure to render any professional services; 2) For " bodily injury" or " property damage" included in the " products -completed operations hazard." But this provision ( 2) does not apply to such " bodily injury" or " property damage" if:
a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the " written contract"; and b) The " written contract" requires you to make the person or organization an additional insured for such " bodily injury" or "property damage"; or
3) Who is afforded additional insured coverage under another endorsement attached to this policy.

ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE

1. With respect only to additional insured coverage provided under paragraphs A. and B. above:
a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:

This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a " written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non- contributory relative solely to insurance on which the additional insured is a named insured.

Under Liability and Medical Expense Definitions, the following definition is added:

Written contract" means a written contract or agreement that requires you to organization an additional insured on this policy, provided the contract or agreement:
1) Is currently in effect or becomes effective during the term of this policy; and 2) Was executed prior to:
a) The " bodily injury" or " property damage;" or
b) The offense that caused the " personal and advertising injury"; for which the additional insured seeks coverage.

2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds.

SB146932G
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b. A partnership orjoint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or
e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement' s provisions,
and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of:
1) "Bodily injury" or " personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above;
2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or 3) Providing or failing to provide professional health care services.

II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.

A. Bodily injury — Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following:

Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease.

B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following:

Paragraphs a. and b. above apply to you or to any additional insured only when such " occurrence," offense, claim or "suit" is known to:
1) You or any additional insured that is an individual; 2) Any partner, if you or an additional insured is a partnership; 3) Any manager, if you or an additional insured is a limited liability company; 4) Any " executive officer" or insurance manager, if you or an additional insured is a corporation; 5) Any trustee, if you or an additional insured is a trust; or 6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.

This paragraph applies separately to you and any additional insured.

C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person' scapacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured' s business.

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D. Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2. a.1. is amended to add the following:

The limitations described in subparagraphs 2. a.1.(), ( b) and ( c) do not apply to your " employees" for " bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or volunteer worker" that becomes necessary while your " employee" is performing duties in the conduct of your business. Your " employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to " employees" whose duties in your business are to provide professional health care services or health examinations.

E. Legal Liability — Damage To Premises

1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following:
k. Damage To Property
Property damage" to:

1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of
property;
injury to a person or damage to another' s

2. Premises you sell, give away or abandon, if the " property damage" arises out of any part of those premises;

3. Property loaned to you;

4. Personal property in the care, custody or control of the insured;

5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the " property damage" arises out of those operations; or

6. That particular part of any property that must be restored, repaired or replaced because " your work" was incorrectly performed on it.

Paragraph 2 of this exclusion does not apply if the premises are " your work" and were never occupied, rented or held for rental by you.

Paragraphs 1, 3, and 4, of this exclusion do not apply to " property damage" (other than damage by fire or explosion) to premises:
1) rented to you:
2) temporarily occupied by you with the permission of the owner, or 3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance.

Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraph 6 of this exclusion does not apply to " property damage" included in the " products - completed operations hazard."

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph ( 14) of the exclusion entitled Personal and Advertising Injury:

Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

SB146932G
Ed. 10- 19)

3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following:

The most we will pay under Business Liability for damages because of " property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $ 1, 000,00; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.

F. Personal and Advertising Injury — Discrimination or Humiliation

1. Under Liability and Medical Expenses Definitions, the definition of " personal and advertising injury" is amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is:
1) Not done intentionally by or at the direction of:
a) The insured; or
b) Any " executive officer," director, stockholder, partner, member or manager ( if you are a limited liability company) of the insured; and
2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured.

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions:
15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. 16) Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. 17) Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.

3. This provision ( Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement.

G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of " Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor.

H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.

All other terms and conditions of the Policy remain unchanged.

SERVICES AGREEMENT BETWEEN THE CITY OF
NEWARK AND FRANCISCO AND ASSOCIATES, INC.

This First Amendment to the Contractual Services Agreement between the City of Newark, a municipal corporation, ("City") and Francisco and Associates, Inc., a California corporation ("Consultant") (sometimes referred to as "Parties") dated March 21, 2023 (the “Agreement”), is entered into as of ______________, 2024, for additional Landscaping and Lighting District administration services, Emergency Medical Services Charge assessment roll preparation and Weed Abatement Charge assessment roll preparation, collectively Special Financing District Administration Services.

RECITALS
WHEREAS, the Parties executed the Agreement for the purpose of having Consultant perform Landscaping and Lighting District administration services for Fiscal Year 2024 for compensation in the amount not-to-exceed $46,850; and
WHEREAS, Section 27, Modifications, of the Agreement allows the Parties to amend the Agreement provided that the amendment is in writing signed by the Parties; and WHEREAS, the Parties desire to amend the Agreement, Section 3.A to increase the “Not to Exceed” Compensation amount for Fiscal Year 2025 for additional Landscaping and Lighting District administration services in the compensation amount of $36,775, Emergency Medical Services Charge assessment roll preparation services in the amount of $3,775 and Weed Abatement Charge assessment roll preparation services in the amount of $750, collectively Fiscal Year 2025 Special Financing District Administration Services in the total compensation amount of $41,300 pursuant to the attached proposal provided by Francisco and Associates, Inc., as Exhibit “A” dated February 12, 2024 (“Proposal”); and WHEREAS, City staff is authorized to execute this Amendment in a form approved by the City Attorney.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Section 1, Consultant’s Services, of the Agreement, is amended to include the additional scope of services identified in Exhibit A, Francisco and Associates, Inc. Proposal for Fiscal Year 2025 Special Finance District Administration Services dated February 12, 2024, attached hereto.

2. Section 3.A., "Not to Exceed" Compensation, of the Agreement, is amended to increase the not-toexceed compensation for Fiscal Year 2025 by $41,300 for a total not-to-exceed amount of $88,150 for performance of the scope of services described in the Proposal.

3. With the exception of the foregoing, all other terms and conditions in the Agreement, as amended, remain in force and effect.

DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB April 17
2 CITY OF NEWARK FRANCISCO AND ASSOCIATES, INC.
_________________________________ By:

David J. Benoun
City Manager

Printed Name

Dated: ___________________________ Dated:

Attest:
__________________________________
Sheila Harrington
City Clerk
Approved as to Form:
__________________________________
Kristopher J. Kokotaylo
City Attorney
DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB 4/10/2024
Ed Espinoza
4/16/2024
3 EXHIBIT A
Francisco and Associates, Inc. Proposal for Fiscal Year 2025 Special Financing District Administration Services
dated February 12, 2024
DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB Northern California
925-867-3400
Southern California
760-438-5330
franciscoandassociates.com
February 12, 2024
Soren Fajeau
Public Works Director
City of Newark
37101 Newark Boulevard
Newark, CA 94560
Subject: Proposal for FY 2024-25 Special Financing District Administration Services Dear Soren:

Please find enclosed our proposal to provide Special Financing District Administration Services for Fiscal Year (FY) 2024-25. The proposed scope of work for the City’s Landscaping and Lighting Assessment Districts includes attendance at project meetings, development of budgets, preparation of the annual resolutions and staff reports, preparation of Engineer’s Reports in compliance with the Landscape and Lighting Act of 1972 and Proposition 218, preparation of assessment and maintenance diagrams, preparation of the annual levy calculations, placement of assessments on the Alameda County secured property tax roll, and property owner assistance throughout the year. The proposed scope of work for the City’s Emergency Medical Services Charge and Weed Abatement Charges includes placement of the charges on the Alameda County secured property tax roll and property owner assistance throughout the year.

If you have any questions regarding this proposal, please give me a call at (925) 867-3400.

Sincerely,

FRANCISCO & ASSOCIATES
Eduardo Espinoza, P.E.

Principal
Enclosure
Cc: Jayson Imai, City of Newark
Krysten Lee, City of Newark
Gloria Del Rosario, City of Newark
Brian Brown, Francisco & Associates
DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 2

SCOPE OF WORK FOR LANDSCAPING AND LIGHTING ASSESSMENT DISTRICTS Francisco & Associates will provide assessment engineering and Fiscal Year (FY) 2024-25 administration services for the City’s Landscaping & Lighting Assessment District Nos. 1, 2, 4, 6, 7, 10, 11, 13, 15, 16, 17, 18 & 19 and their corresponding 66 Benefit Zones (collectively referred to as “Districts”). The project approach and scope of work includes attendance at project meetings, development of budgets, preparation of the annual resolutions and staff reports, preparation of Engineer’s Reports in compliance with the Landscape and Lighting Act of 1972 and Proposition 218, preparation of assessment and maintenance diagrams, preparation of the annual levy calculations, placement of assessments on the Alameda County (“County”) secured property tax roll, and property owner assistance throughout the year. The specific tasks are outlined as follows.

Task 3 – Initiation of the FY 2024-25 Assessment Levies Prepare drafts of the staff report and resolution for the City Council meeting initiating the FY 2024-25 approval process for the Districts. Review the draft staff report and resolution with City staff and revise as needed.

Task 4 – Dissolution of Landscaping & Lighting Assessment District Nos. 6, 10, and 13 If requested by City staff, incorporate narrative regarding dissolution of Landscaping & Lighting Assessment District Nos. 6, 10, and 13 into the staff report(s) and resolutions for the City Council meeting initiating the FY 2024-25 approval process for the Districts.

Task 5 – Prepare Preliminary FY 2024-25 Parcel Databases Establish the parcel databases for the Districts, to include the most current parcel information including property owner name, mailing address, situs address, use code, benefit zone, acreage, frontage, building square footage, units, and any other pertinent parcel attributes that are needed to calculate annual assessments.

DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 3
Task 6 – Update Assessment Diagrams
Update Assessment Diagrams for the Districts to include new parcels that have been created from the prior fiscal year.

Task 7 – Create Geographic Information Systems (GIS) Layers of Improvements Identify all improvements maintained by the Districts and create a GIS layer for each improvement type. The GIS layers will include an attribute table of characteristics that can serve as an asset management tool for the City going forward. F&A will provide the final GIS layers to City staff in their desired format. For streetlights, F&A will assist the City in coordinating with PG&E to obtain the current streetlight layer for the City.

Task 8 – Prepare Maintenance Improvement Diagrams
Based on the GIS layers created per Task 7, prepare Maintenance Improvement Diagrams for each of the Districts. The Maintenance Improvement Diagrams can be included in future Engineer’s Reports as requested by City staff.

Task 9 – Prepare FY 2024-25 Budgets
Coordinate with the City’s Public Works, Finance, and Maintenance departments to prepare FY 2024-25 budget tables for the Districts utilizing the previous fiscal year’s actual expenditures, current fiscal year’s actual expenditures to date, and anticipated cost increases for the ensuing fiscal year. The FY 2024-25 budgets will include and consider maintenance contract costs, utility costs, capital improvement projects, incidental costs (engineering, legal, administration, etc.), City staff time, overhead cost allocations, operating and capital reserves, and fund balances.

Once draft FY 2024-25 budgets are prepared, review with City staff to address comments/questions and determine if changes to existing levels of service are appropriate for the ensuing fiscal year. Incorporate comments and feedback from City staff and obtain approval of the final FY 2024-25 budgets for inclusion in the Engineer’s Reports.

Task 10 - FY 2024-25 Preliminary Engineer's Reports
Based upon the information received at project team meetings, prepare the draft FY 2024-25 Preliminary Engineer’s Reports for the Districts. The draft Preliminary Engineer’s Reports will comply with the requirements of the Landscape and Lighting Act of 1972 and include: a description of improvements, budgets, benefit spread methodologies, assessment district/benefit zone diagrams, maintenance improvement diagrams, and a listing of each parcel’s proposed assessment.

For the Districts that are not exempt from the provisions of Proposition 218, the draft Preliminary Engineer’s Reports will include a benefit analysis supporting the existing method of assessment for the Districts established at the time of formation to strengthen compliance with the statutory provisions outlined in Proposition 218. The benefit analysis for the Districts will include review of the types of improvements maintained, the location of each improvement in relation to properties within the boundaries of the Districts, and how the existing assessment DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 4
methodology allocates the costs to the benefiting properties. For those Districts that are not exempt from, and which are subject to the provisions of Proposition 218, develop a more extensive description that supports the existing method of assessment and how the improvements to be maintained confer special benefits to properties within the Districts and identify the general benefits and quantify the costs associated with the general benefits conferred to the public at large.

Task 11 – Resolutions of Intention and Approval of the Preliminary Engineer’s Reports Prepare drafts of the staff report(s) and resolutions for the City Council meeting regarding acceptance of the Preliminary Engineer’s Reports and adoption of the Resolutions of Intention.

Review the draft staff report(s) and resolutions with City staff and incorporate revisions as needed.

Task 12 – FY 2024-25 Resolution of Intention City Council Meeting If requested, attend the City Council meeting regarding adoption of the Resolutions of Intention and Approval of the Preliminary Engineer’s Reports to assist City staff with questions from City Council and the public.

Task 13 – FY 2024-25 Final Engineer's Reports
Based upon the comments received from City staff and City Council at the City Council meeting referenced in Task 12 above, prepare the Final Engineer’s Reports and submit to the City for City Council approval. The Final Engineer’s Reports will be prepared and signed by one of our on-staff registered Professional Engineers.

Task 14 – Notice of Public Hearing
Prepare the draft Notice of Public Hearing for City staff review and approval. Finalize the Notice of Public Hearing and send it to the City Clerk for publication in the newspaper.

Task 15 - Resolution Approving Final Engineer’s Reports and Authorizing Levy Prepare drafts of the staff report and resolution for the City Council meeting regarding approval of the Final Engineer’s Reports and adoption of the Resolution authorizing the Levy of Assessments. Review the draft staff report and resolution with City staff and incorporate revisions as needed.

DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 5
Task 16 – FY 2024-25 Public Hearing
If requested, attend the Public Hearing regarding adoption of the Resolution Approving the Final Engineer’s Reports and authorizing the levying of assessments to assist City staff with questions from City Council and the public.

Task 17 – Prepare Final FY 2024-25 Parcel Databases
In July, obtain a copy of the 2024 closed roll database from the County Assessor. Update the parcel databases for the Districts with the most current parcel information such as: property owner name, mailing address, situs address, use code, benefit zone, acreage, frontage, building square footage, units, and any other pertinent parcel attributes that are needed to recalculate the ensuing year’s assessments. Finalize the FY 2024-25 assessment databases and levy calculations for the Districts.

Task 18 - Filing of FY 2024-25 Engineer’s Reports and Resolutions In accordance with the County’s annual submittal requirements, file the Engineer’s Reports, Assessment Diagrams, and Resolutions authorizing the levy of assessments with the County auditor’s office.

Task 19 – FY 2024-25 Auditor’s Reports
Prepare the annual Auditor's Reports in the County approved format for the Districts. If there are any rejected parcels resulting from the first submittal, research them and resubmit them to the County to ensure the City receives all the assessment revenue to which they are entitled.

Task 20 – FY 2024-25 Final Assessment Rolls
Provide the City with Final Assessment Rolls in electronic format for their records.

Task 21 – Field Property Owner Inquiries
Provide a phone number to be placed on property tax bills and field property owner inquiries throughout the year.

Task 22 – Assist with Expenditure Coding
If requested by City staff, assist City staff with expenditure coding during FY 2024-25 to provide actuals that will streamline the budgeting process going forward.

DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 6

SCOPE OF WORK FOR EMERGENCY MEDICAL SERVICES CHARGE
Task 1 – Prepare FY 2024-25 Parcel Database
Develop the City’s Emergency Medical Services database based upon the County’s ensuing year’s closed property tax roll information.

Task 2 – Determine FY 2024-25 Maximum Special Tax Rates Calculate the Emergency Medical Services tax for each taxable parcel located within the City based on the Emergency Medical Services tax formula, provided by the City.

Task 3 – FY 2024-25 Auditor’s Report
Prepare the data in the County’s required electronic format listing the Emergency Medical Services tax for each taxable parcel within the City. Submit the electronic data to the County Auditor’s office for processing. If there are any parcel kick-outs, research the parcels and resubmit them to the County so that they are included on the property tax roll.

Task 4 – FY 2024-25 Final Assessment Roll
Confirm final acceptance of the levies by the County and provide the City with the Final Assessment Roll in electronic format for its records.

DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
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SCOPE OF WORK FOR WEED ABATEMENT CHARGE
Task 1 - Prepare FY 2024-25 Parcel Database
Based upon the Fiscal Year 2024-25 electronic listing of Assessor Parcel Numbers and corresponding levy amounts received from the City, convert the information into the County’s required electronic format.

Task 2 - FY 2024-25 Auditor’s Report
Submit the converted electronic data to the County Auditor’s office for inclusion on the property tax roll. If parcels kick-out, submit the listing of new and old Assessor Parcel Numbers to the City along with a copy of the parcel maps which show the old and new parcels so that the City can recalculate the levy amounts for each new parcel. Resubmit the new parcels and their corresponding levy amounts to the County Auditor’s office in their required electronic format for inclusion on the property tax roll.

Task 3 - FY 2024-25 Final Assessment Roll
Confirm final acceptance of the levies by the County and provide the City with the Final Assessment Roll in electronic format for its records.

DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 8

FEE SCHEDULE
Francisco & Associates proposes fees for the services listed in this proposal as follows:

Landscape and Lighting Assessment Districts*: Time & Materials not to exceed $36,775 Emergency Medical Services Charge: $3,775 (Lump Sum)
Weed Abatement Charge: $750 (Lump Sum)
* A breakdown of the required hours estimated to complete each task is attached as Appendix A.

F&A Personnel
Classification
Hourly
Rate
Principal/Project Manager $215
Associate Engineer $175
Senior Project Analyst $150
Project Analyst $140
Clerical $75
DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB City of Newark Special Financing Districts Proposal
February 12, 2024
franciscoandassociates.com 9

APPENDIX A

BREAKDOWN OF REQUIRED HOURS

ESTIMATED TO COMPLETE EACH TASK
The estimate of hours below to perform the tasks outlined in this proposal is for the City’s Landscaping and Lighting Assessment Districts and related Benefit Zones.

Task
Principal/
Project
Manager
Project
Analyst Clerical
Total
Hours
Estimate of
Cost
1 - Project Meetings 4 2 0 6 $1,140.00
2 - Collect and Review Available Data 4 4 0 8 $1,420.00 3 - Initiation of the FY 2023-24 Assessment Levies 2 2 0 4 $710.00 4 - Dissolution of Landscaping and Lighting Assessment Districts 4 0 0 4 $860.00 5 - Prepare Preliminary FY 2024-25 Parcel Databases 4 16 0 20 $3,100.00 6 - Update Assessment Diagrams 2 4 0 6 $990.00
7 - Create Geographic Information Systems (GIS) Layers of Improvements 4 24 0 28 $4,220.00 8 - Prepare Maintenance Improvement Diagrams 4 16 0 20 $3,100.00 9 - Prepare FY 2024-25 Budgets 8 16 0 24 $3,960.00
10 - FY 2024-25 Preliminary Engineer's Reports 16 8 2 26 $4,710.00 11 - Resolutions of Intention and Approval of the Preliminary Engineer’s Reports 4 2 0 6 $1,140.00 12 - FY 2024-25 Resolution of Intention City Council Meeting 4 0 0 4 $860.00 13 - FY 2024-25 Final Engineer's Reports 1 2 2 5 $645.00 14 - Notice of Public Hearing 1 1 0 2 $355.00
15 - Resolutions Approving Final Engineer’s Reports and Authorizing Levy 2 2 0 4 $710.00 16 - FY 2024-25 Public Hearing 4 0 0 4 $860.00
17 - Prepare Final FY 2024-25 Parcel Databases 4 16 0 20 $3,100.00 18 - Filing of FY 2024-25 Engineer’s Reports and Resolutions 1 1 0 2 $355.00 19 - FY 2024-25 Auditor’s Reports 2 2 0 4 $710.00
20 - FY 2024-25 Final Assessment Rolls 1 2 0 3 $495.00
21 - Field Property Owner Inquiries 1 2 0 3 $495.00
22 - Assist with Expenditure Coding 8 8 0 16 $2,840.00
Total Hours: 85 130 4 219
Total Estimate of Cost: $18,275.00 $18,200.00 $300.00 $36,775.00 Projected Hours by Classification
DocuSign Envelope ID: EB44F26D-1CD9-4066-9696-95D86DDDABFB Item F. 1.

DATE 04/10/2025
TO Honorable Mayor and City Council Members
FROM Michael Coulom, Housing Policy and Programs Manager SUBJECT Adopt a resolution approving an Alternate Means of Compliance for the Thornton Avenue Apartments Project to provide 58 units for low-income households in lieu of payment of an affordable housing fee for a project consisting of 59 residential rental units (APNS:
92A-919-16-2, 92A-919-17-2, 92A-919-18). Exempt from the CEQA per CEQA Guidelines Sections 15332
SUMMARY AND RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve the Alternative Means of Compliance to Payment of Housing Impact Fee for the Thornton Avenue Apartments project (the "Project") (Attachment 1), based on the Affordable Housing Loan Agreement and First Amendment to Affordable Housing Loan Agreement, as provided in Attachments 2 and 3.

Satellite Affordable Housing Associates ("SAHA") submitted an application to develop 59 rental dwelling units at 6347, 6361, and 6375 Thornton Avenue (the “Project Site”).

The Project Site is located between Arden Street and Cherry Street in the central part of the City of Newark and proximate to several services and amenities. The Project is approximately one-tenth of a mile outside of the Old Town Newark Specific Plan ("OTNSP") Area. SAHA is requesting to provide 58 units for extremely low-, very low-, and low-income households and one manager’s unit.

City Council has taken action at two previous meetings related to the Project. On March 23, 2023, City Council approved a loan of $12 million from the City’s Affordable Housing Impact Fee Fund to support SAHA’s acquisition and development of the Project Site. Most recently, City Council took action at its February 27, 2025 meeting to approve the City’s acquisition of the Project Site and its lease back to SAHA in order to improve the likelihood of the Project securing competitive affordable housing development funds.

Newark’s Affordable Housing Program requires that applicants pay an impact fee to preserve or increase the supply of affordable housing in the city. As an alternative to paying the impact fee, an applicant may provide on-site affordable housing units pursuant to Newark Municipal Code ("NMC") Section 17.18.050, subject to City Council approval. The applicant is requesting to provide 58 affordable units in lieu of paying the approval. The applicant is requesting to provide 58 affordable units in lieu of paying the impact fee.

Providing affordable units is subject to an Affordable Housing Regulatory Agreement established between the City and the residential developer. To comply with the requirements of NMC 17.80.050, the applicant has agreed to an Affordable Housing Regulatory Agreement. The Regulatory agreement will be between the City and Thornton L.P. (SAHA’s project-specific subsidiary), and describes the obligations and securities required by the City.

At its meeting on March 25, 2025, the Planning Commission voted 5-0-0 to approve the Design Review, Minor Use Permit, Tentative Parcel Map, and a Density Bonus for the Project. The Commission adopted a second resolution finding the City’s acquisition of the Project Site and its lease to SAHA conform to the City’s General Plan. Last, the Commission adopted a resolution recommending that the City Council approve Alternative Means of Compliance for Payment of Housing Fees.

BACKGROUND
Newark’s Sixth-Cycle Housing Element
The City Council adopted the City’s sixth cycle Housing Element on October 26, 2023 for the 2023-2031 planning period. The California Department of Housing and Community Development (HCD) found the adopted Housing Element in compliance with state law on December 21, 2023. The Housing Element commits the City to continuing and implementing 32 policies and 45 programs such as Program H2.7 to provide financing for the development of 343 new homes for low-income households and Program H4.1 to develop anti-displacement and local preference policies for individuals who live or work in Newark.

Affordable Housing Workplan
The City Council adopted Resolution No. 11,201 in May 2021, adopting the City’s Affordable Housing Workplan ("Workplan") and establishing parameters for the use of the City’s Affordable Housing Impact Fee Fund ("Fund"). Among other uses, the Workplan estimated providing up to 40 percent of funds for the development of new affordable housing through a competitive Notice of Funding Availability ("NOFA") and 40 percent of funds to acquisition of land for affordable housing.

Notice of Funding Availability
In June 2022, the City issued a NOFA inviting developers of deed-restricted affordable new-construction multifamily rental housing projects in the Bay Area to apply for funding assistance. Up to $12 million was made available from the Fund.

The City received one response from SAHA requesting $12 million of local gap financing for the Project, comprising 25 percent of the total development cost. SAHA requested that $4.3 million of the funding be a loan for pre-development and site acquisition costs to allow SAHA to acquire the Project Site early in the development process and to cover some project planning and design costs.

In March 2023, the City Council authorized a $12 million loan from the Fund to SAHA In March 2023, the City Council authorized a $12 million loan from the Fund to SAHA for the Project. The City and Thornton L.P. entered into the Agreement for the loan to acquire the Project Site and develop the Project in April 2023 (see Attachment 2).

Land Acquisition
The financial environment for developing new affordable housing has grown increasingly challenging since the Agreement was executed. At the same time, state and federal subsidy programs have been further constrained and continuously oversubscribed, construction costs continue to rise, and interest rates remain high. To support the Project’s competitiveness for the HCD Multifamily Housing Program ("MHP") and other state funding programs, the City Council approved Resolution No. 11,730 (see Attachment 4) in February 2025. This approved an amendment to the Agreement (First Amendment) to authorize the City Manager to acquire the Project Site and lease it back to Thornton L.P. to improve the Project’s likelihood of securing financing and staying on schedule. The City Council also declared the City’s intention to lease the Project Site to Thornton L.P. as exempt from the California Surplus Land Act (SLA).

The City and SAHA anticipate completing the acquisition and entering into a Lease Option Agreement and other agreements by April 11, 2025. SAHA will submit an application for MHP on or before April 15, 2025. Program awards are expected to be announced in August 2025.

Project Context
The Project Site consists of three lots, approximately 0.54 acres total, located at 6347, 6361, and 6375 Thornton Avenue (Assessor Parcel Numbers (APNs) 92A-919-16-2, 92A-919-17-2, 92A-919-18) between Arden Street and Cherry Street. The Project Site is designated as High Density Residential in the City’s General Plan and is zoned RH.

Each lot is developed with a single-story building, parking area, and landscaping and have historically been used as office and/or commercial spaces. The Project Site is within a primarily residential area of the City surrounded by a combination of single-family and multi-family residences to the north, northeast, southwest, and west.

Other nearby uses include a church to the northwest, a public park to the east, and an event center and commercial retail and services with surface parking to the east and southeast. Interstate 880 (I-880) is located approximately one mile north of the site.

Two Alameda-Contra Costa County Transit ("AC Transit") bus stops are located approximately 350-450 feet from the Project Site near the intersections of Thornton Avenue and Cherry Street and Thornton Avenue and Arden Street.

Project Proposal
SAHA proposes to merge the three lots to create one lot and develop a 59-unit five-story apartment building and various site improvements (see Attachment 5, Project Plans). The proposed unit mix includes 28 one-bedroom, 15 two-bedroom, and 16 three-bedroom units. One of the units will be reserved for the on-site manager. Except for the manager’s unit, all units would be affordable to extremely low-, very low-, and low-income households. Ten of the units would be reserved for households with a member who has an intellectual or development disability (I/DD) and receives services from the Regional Center of the East Bay.

The proposed 60’ tall building would consist of four stories over a concrete podium with the common areas mainly located on the first and second floors. The ground floor would include three one-bedroom units, a music practice room, property management and resident services offices, and a parking garage with a secure bike storage room.

The upper floors would have a “U” shape, wrapping around a west-facing courtyard. A community room would open to the courtyard and include a kitchen. A common laundry facility, maintenance shop, and break room would be located on the third and fourth floors.

The proposed building was designed with sustainability and energy efficiency in mind, expecting to score a “Platinum” designation on the GreenPoint Rated scale, a sustainability rating and certification system. The building would be all-electric, use a variety of strategies to reduce energy and water use, and be resilient to climate change impacts. For example, the community room could function as a resiliency hub in the event of a brown out because its electric circuits will be powered by a battery backup system, and by a conventional gas generator in the event of an extended blackout.

Some of the green building features include solar panels, a solar thermal hot water pre-heating system, sun-shading on windows, LED lighting, and low-water plumbing fixtures.

SAHA would provide property management and resident services for the Project. The Project Site will be owned by the City and leased to SAHA.

Open Space and Landscaping
The proposed courtyard would be located on the second floor and would provide 3,230 sq. ft. of open space and include a play structure, community garden planters, a barbeque area, and various seating areas. A total of 3,385 sq. ft. of landscaping is also proposed and would include ground cover and stormwater management and infiltration planters along the perimeter of the proposed building and landscaping within the courtyard. The proposed landscape materials include primarily native and drought tolerant plant species, drip irrigation, fencing, paving, and furnishings to match the character of the apartment building and surrounding land uses. Existing mature trees will be retained to the extent feasible and incorporated into the proposed landscape design to preserve the urban canopy along Thornton Avenue. The Project would not comply with the minimum open space and landscape area requirements in Newark Municipal Code (NMC) Section 17.07.030. SAHA is requesting waivers for these requirements as part of a Density Bonus request which will be discussed later in the report.

Access and Parking
Vehicles would access the Project Site via a proposed 25-foot-long driveway from Thornton Avenue into the proposed garage. Emergency access is proposed via two access driveways from Thornton Avenue, one located at the southeast corner and one located at the northeast corner of the front of the building. A pathway is also proposed along the building perimeter to allow for emergency egress and use by maintenance personnel and fire and police personnel.

The proposed parking garage on the ground floor would include three handicap accessible stalls and a 39-stall puzzle lift parking system. The parking system would have two levels with lifting and sliding platforms that would accommodate vehicles with a maximum length of 16’-5” and weight limit of 5,700 pounds, which includes most standard vehicles up to typical sport utility vehicle (SUV) sizes. More information on the parking system is provided on Sheet A6.0 of the project plans (see Attachment 5). The Project includes a condition of approval that requires SAHA to inform residents in the lease agreement or equivalent document that the parking system can only accommodate certain vehicles and shall indicate the types of vehicles that cannot be accommodated. The Project would not comply with the parking requirements in NMC Section 17.23.040 and therefore SAHA received a waiver for the parking requirement as part of their Density Bonus request which will be discussed later in the report.

The Project would comply with the short-term and long-term bike parking requirements in NMC Section 17.23.070 by providing two bike racks with the capacity for two bikes each at the front of the building and a secure bike storage room with a 32-bike capacity in the parking garage. In addition to biking, alternative transportation and access to the Project Site would include walking and public transportation. A network of sidewalks, crosswalks, and curb ramps provide access for pedestrians in the vicinity of the Project Site. Pedestrian access would be facilitated with a proposed 4-foot-wide sidewalk along the building façade. Two AC Transit bus stops are approximately 350-450 feet from the Project Site along Thornton Avenue. The bus stop near the Thornton Avenue and Cherry Street intersection serves Line 200 with a current headway of approximately 25-30 minutes and the bus stop near the Thornton Avenue and Arden Street intersection serves Lines 200 and 620 with current headways of approximately 25-30 minutes and one hour, respectively. Line 620 is a Service to Schools Line with limited operation days and based on the Newark Middle School schedule.

Changes from the NOFA Proposal
The Project includes some changes from the original NOFA proposal. Some changes were made prior to formal entitlement application submittal to improve the design, increase cost-effectiveness, and incorporate feedback received from community meetings (discussed in the next section of the report) while other changes were made during entitlement review in response to City comments. Some of the major changes include changing the originally proposed two-level (one subgrade level and one above grade level) parking garage to a one-level above grade garage, changing the unit count from 57 to 59 units, and changing the total number of parking stalls proposed from 52 to 42 parking stalls. Staff reviewed the proposed changes and determined they are still consistent with the goals of the NOFA and SAHA’s selection for the funding award.

Community Meetings
The Applicant held three community meetings for the Project on August 9 and October 11, 2023 and January 29, 2025 at the Newark Pavillion located at 6430 Thornton Avenue. The first two meetings were conducted prior to SAHA submitting their formal entitlement application and the third meeting was conducted during the entitlement review process. For the first two meetings, notices were sent to property owners and tenants within 500 feet of the Project Site. For the third meeting, SAHA increased the mailing radius to 750 feet. The notices included the Applicant’s contact information in the event a property owner could not attend and wanted to set up a separate time to meet and discuss the Project. No written comments were received. The following is a summary of each meeting:

August 9, 2023: SAHA provided an overview of the Project. Three community members attended and asked questions and provided comments on the proposed green building features, design features, parking, traffic, and affordability. The community members were generally supportive of the Project but expressed concerns regarding parking and potential traffic impacts. SAHA discussed some of the available cost-effective parking options they were considering. City staff also discussed the traffic impacts that would be analyzed as part of the entitlement review process.

October 11, 2023: SAHA presented the changes that were made to the Project in response to the feedback received at the first community meeting such as refinements to the building design and an updated parking garage design. Six community members attended the meeting and were generally supportive of the Project and appreciative of SAHA’s responsiveness to the feedback received from the last meeting. Their comments were mostly regarding the building design and parking, specifically design elements they liked and interest in how the proposed puzzle lift parking system would work.

January 29, 2025: SAHA provided an overview of the Project and noted some of the changes that have been made since the previous meeting. Three community members attended the meeting and expressed their support for the Project. They mainly asked questions regarding the building design, utilities, parking, and the construction timeline.

DISCUSSION/ANALYSIS
The Planning Commission took final action on a number of entitlements related to the Project, which is summarized below for context.

General Plan & Zoning
This is the General Plan designation and Zoning for the Project Site. The High Density Residential designation in the General Plan is intended for apartment and condominium complexes that are generally three stories or more. On larger parcels with this designation, common open space and other shared amenities are typically provided and structured (or basement level / podium) parking is common. Densities range from 25 to 60 units per acre. The RH zoning district implements the High Density Residential General Plan designation. The Project Site is also identified as a housing opportunity site in the City’s Housing Element. The Project would assist the City in meeting its 6th cycle Regional Housing Needs Allocation (RHNA).

Pursuant to NMC Section 17.07.020, multi-unit development is permitted in the RH zoning district. The Project is a multi-unit development and therefore is permitted in this zoning district. As part of the entitlement application, SAHA sought a Density Bonus (consistent with California Government Code Sections 65915-65918 (State Density Bonus Law)). Pursuant to the Density Bonus Law, as a 100 percent affordable housing project meeting the required affordability levels, the Project is eligible for an 80 percent density bonus which would allow the proposed density of 109 units per net acre. The Project is also eligible for four concessions and unlimited waivers to certain development standards. As will be discussed later in the report, SAHA requested and the Planning Commission approved five waivers to the following development standards: maximum lot coverage, minimum front setback, minimum landscape area, minimum open space, and minimum parking. Therefore, the proposed use is permitted and would comply with the required density and applicable development standards with the Density Bonus.

Design Review
Pursuant to NMC Section 17.34.020, design review is required for all projects that require a permit for new construction, reconstruction, rehabilitation, alteration, or other improvements to the exterior of a structure, site, or a parking area. Design review ensures that new development supports the goals and objectives of the General Plan and other adopted plans and guidelines.

The proposed building would have a modern architectural style. The proposed design separates the building into three horizontal zones, a traditional base and middle and top zones, to break up the building massing. The traditional base is articulated by active uses on the ground floor including the lobby and three units with private patios, the middle zone is articulated with bay windows and Juliette balconies, and the top of the building is set back and articulated with a brighter color finish to reduce the visual impact. A projecting building wall spanning the second through fifth floor frames the building entrance and creates a focal point on the front façade. The proposed earth-toned color palette and variety of materials such as cement plaster, board and batten siding, and wood-like and standing seam metal wall panels create visual interest and break up the massing on all elevations. The proposed landscaping and open space areas would also complement the building and enhance the overall appearance of the Project Site and streetscape.

The Planning Commission accepted staff’s recommendation to approve Design Review.

Minor Use Permit for Building Height
SAHA requested approval of a Minor Use Permit ("MUP") to allow a maximum building height of 60 feet. Pursuant to NMC Section 17.07.030, the maximum building height within the RH zoning district is 100 feet, but building heights over 35 feet require an MUP. The proposed building is over 35 feet to maximize the number of affordable units proposed onsite as permitted through the Density Bonus. The proposed parapets are also necessary to screen roof-mounted equipment.

Additionally, to ensure that maximum allowable densities are achievable on sites zoned for housing, Program H2.12 in the Housing Element requires the City to commit to annually reviewing and amending the Zoning Code as necessary. The program specifically states this MUP requirement in the RH zoning district will be removed. Staff is currently working on proposed amendments to the Zoning Code which will include this amendment to NMC Section 17.07.030.

The Planning Commission accepted staff’s recommendation to approve the Minor Use Permit.

Tentative Parcel Map
SAHA submitted Tentative Parcel Map No. 11422, proposing to merge the three existing lots into one approximately 0.54-acre lot (see Attachment 5). A public utility easement and landscape easement ranging from approximately 3 to 10 feet are proposed in front of the building along the Thornton Avenue frontage to allow for long-term maintenance. A right-of-way dedication for Thornton Avenue ranging from 10 to 12 feet is also proposed on the southern half of the project frontage. Pursuant to NMC Section 16.08.100, all of the findings in this section shall be made for tentative parcel map approval and shall be supported by substantial evidence in the public record.

The Planning Commission accepted staff’s recommendation to approve Tentative Parcel Map No. 11422.

Density Bonus Request
State Density Bonus Law is a state mandate that entitles projects that include a minimum percentage of affordable housing to increase project density, among other development incentives. NMC Chapter 17.19 serves as the City’s ordinance for implementation of State Density Bonus Law. The Project qualifies for an 80 percent density bonus because 100 percent of the housing units (except for the manager’s unit) will be restricted to extremely low-, very low-, and low-income households. SAHA proposes to use the 80 percent density bonus to permit 59 units on the Project Site for a proposed density of 109 units per acre.

State Density Bonus Law (SDBL) also makes the Project eligible for up to four concessions and unlimited waivers. A concession is defined as a reduction in site development standards or a modification of zoning code or architectural design requirements, such as a reduction in setback or minimum square footage requirements, approval of mixed-use zoning, or other regulatory reprieves that would meaningfully reduce development costs. A waiver permits deviations from development standards that would physically prevent the construction of the Project with the Density Bonus and concessions requested. Further, the State Density Bonus Law prohibits the City from requiring more than one parking space per one-bedroom unit and 1.5 spaces per two- and three-bedroom unit.

The five waivers requested by SAHA and approved by the Planning Commission are:

Maximum Lot Coverage: NMC Section 17.07.030 requires a maximum lot coverage of 55 percent of the lot which would limit the building footprint to 13,008 sq. ft., approximately 5,000 sq. ft. less than the proposed building footprint.

Compliance with this standard would result in the loss of approximately 12-15 units and the loss of approximately 20 parking spaces. To maintain the proposed unit count of 59 units, SAHA would need to increase the building to seven or eight stories and change the construction type to Type 1, which would make the Project infeasible.

Required: 13,008 sq. ft (55 percent of lot)
Approved per SDBL waiver: 17,974 sq. ft (76 percent of lot) Type 1 construction is characterized by fire-resistant materials such as concrete and protected steel. Type 1 construction is typically necessary for taller buildings in order to make the building resistant to fire for longer periods. This allows more time for building evacuation and fire suppression than other construction types.

Minimum Front Setback: NMC Section 17.07.030 requires a minimum front setback of 15 feet. A waiver is requested to meet the 30-foot maximum fire aerial access requirement, which sets the furthest building face from the street.

Compliance with this standard would also eliminate the building projection at the southeast corner along the entry portion of the building, which includes four units.

An additional story and change of construction type to Type 1 would be necessary to relocate the four units, resulting in increased construction costs making the Project infeasible.

Required: 15 feet
Approved per SDBL waiver: 3 feet
Minimum Landscape Area: NMC Section 17.07.030 requires a minimum landscape area of 25 percent of the lot. Compliance with this standard would require a decrease in the building footprint and number of units to increase the courtyard area and area around the building. Additional stories and change of construction type to Type 1 would be necessary to relocate the units, resulting in increased construction costs making the Project infeasible.

Required: 5,913 sq. ft (25 percent of lot)
Approved per SDBL waiver: 4,011 sq. ft (17 percent of lot) Minimum Open Space Area: NMC Section 17.07.030 requires a minimum of 200 sq. ft. of open space per unit. Compliance with this standard would require a decrease in the number of units to increase the size of the courtyard or SAHA would need to increase the number of building stories that would change the construction type to Type 1, which would make the Project infeasible.

Required: 11,800 sq. ft (200 sq. ft per unit)
Approved per SDBL waiver: 3,230 sq. ft. (55 sq. ft. per unit) Minimum Parking: NMC Section 17.23.040 requires multi-unit buildings to provide

1.5 spaces for a one-bedroom unit and two parking spaces for a unit with two or more bedrooms. One space plus 0.25 spaces per unit are also required for guests.

Compliance with this standard would require an increase in the number of building levels and/or addition of a subgrade garage level which would make the Project financially infeasible.

Minimum required per NMC: 120 spaces (2 spaces per unit) Maximum a local agency can require per SDBL: 74.5 spaces (1.3 spaces per unit)
Approved per SDBL waiver: 42 spaces (0.7 spaces per unit) The Planning Commission accepted staff’s recommendation to approve the Density Bonus, including five waivers.

Bonus, including five waivers.

Alternative Means of Compliance
Newark’s Affordable Housing Program as outlined in NMC Chapter 17.18 requires developers to pay the Housing Impact Fee (HIF) to preserve or increase the supply of affordable housing in the city. The current HIF for residential projects is assessed per unit as follows: $24.68 per sq. ft. of floor area for the first 1,000 sq. ft. and $9.89 per sq. ft. above 1,000 sq. ft. With 59 units proposed, the current HIF for the Project would be $1,109,333.40.

Pursuant to NMC Section 17.18.050, as an alternative to paying the HIF, a developer may provide on-site affordable housing units, subject to a Planning Commission recommendation to the City Council and City Council approval. Pursuant to Resolution No. 10,184, the City Council established minimum percentages and affordability levels for affordable units, which if satisfied, would fully mitigate the impacts of new residential development on the need for affordable housing. As an apartment project, 12 percent of the proposed units must be affordable units with the following affordability levels: 6 percent very low-income, 2 percent low-income, and 3 percent moderate-income.

SAHA proposes an affordable housing project with the following affordability levels: 20 percent of units restricted to extremely low-income households, 44 percent to very low-income households, and 34 percent to low-income households. Ten of these units would be reserved for households with an I/DD member who receives services from the Regional Center of the East Bay. Additionally, one unit would be occupied by an on-site property manager and is not income-restricted.

Pursuant to NMC Sections 17.18.050.B and 17.18.060, the alternative means of compliance is subject to a regulatory agreement between the City and the developer.

The regulatory agreement is recorded against the property to document the owner’s affordability covenants and other commitments.

As discussed earlier in the report, Thornton L.P. entered into the Agreement for the loan to acquire the Project Site and develop the Project in April 2023 (see Attachment 2). The Agreement includes expectations about the Project, expectations for SAHA’s performance, required City approvals, the City’s loan terms, conditions of disbursement, limitations on use of the property, security for the City’s loan and the process in the event of default and remedies. A Regulatory Agreement was also recorded against the Project Site.

Pursuant to Resolution No. 11,730 (see Attachment 4), the Agreement was amended to allow the sale of the Project Site to the City and include a Lease Option Agreement to lease the Project Site to Thornton L.P. Included in the City Council’s authorization is termination of the Regulatory Agreement once the City acquires the Project Site now that it is coming under City ownership (see Attachment 3). A substantially similar Regulatory Agreement will be recorded against the Project Site once the ground lease is executed and will serve to ensure the Project Site is operated in accordance with the Agreement. The Housing Policy and Programs Manager will oversee compliance with the Agreement, new Regulatory Agreement, and other related loan documents. The proposed percentage of affordable units and proposed affordability levels exceed the minimum affordability requirements in Resolution No. 10,184.

The Planning Commission accepted staff’s recommendation to recommend City Council approval of the alternative means of compliance.

Next Steps
Once fully entitled, SAHA will apply to HCD’s MHP program on or before April 15, 2025; awards are expected in August 2025. Should the Project receive a MHP award, SAHA will apply for four percent low-income housing tax credits and bonds in September 2025, with awards expected in December 2025. If awarded tax credits and bonds, the Project could begin construction as early as Spring 2026 and complete construction in spring or summer of 2028.

FISCAL IMPACT
Approval of the Alternate Means of Compliance for the Thornton Avenue Apartments will result in the creation of 58 rental units affordable to extremely low-, very low-, and low-income households in-lieu of paying housing impact fees to the city in the amount of $1,109,333.40. The housing impact fee amount is an approximate amount based on the housing impact fee that would be applicable today, based on the City's Fiscal Year 2024-25 Impact Fee Schedule. The long-term value and cost-benefit of providing affordable units exceed the estimated fee amount. This represents a significant public benefit that supports the City's Housing Element policies and advances the RHNA production goals.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The Planning Commission reviewed the Project at their meeting of March 25, 2025. As part of the environmental review of the Project, it was determined that all potential environmental impacts had no significant impact and that the Project qualified for the Class 32, Infill Development, Categorical Exemption pursuant to CEQA Guidelines Section 15332. The Commission stipulated and SAHA agreed to conditions of approval related to air quality, biological resources, and noise. At the conclusion of the meeting, the Commission voted 5-0 to approve the Design Review, Minor Use Permit, Tentative Parcel Map, and a Density Bonus. The Commission adopted a second resolution finding the City’s acquisition of the Project Site and its lease to SAHA conform to the City’s General Plan. Last, the Commission recommended that the City Council approve Alternative Means of Compliance for Payment of Housing Fees.

REVIEW AND APPROVAL
Prepared by - Michael Coulom, Housing Policy and Programs Manager Reviewed by - Art Interiano, Deputy Community Development Director Reviewed by - Steven Turner, Community Development Director Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments

1. Draft Resolution Approving Alternative Means of Compliance

2. Loan Agreement

3. First Amendment to Loan Agreement

4. Resolution No. 11,730

5. Project Plans

6. Findings of Fact

7. Staff Presentation
Resolution No. ______ 1 of 3
RESOLUTION NO. ______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK APPROVING AN ALTERNATE MEANS OF
COMPLIANCE TO PAYMENT OF HOUSING IMPACT FEES
FOR THE LEPAKSHI HOMES PROJECT CONSISTING OF  88
RESIDENTIAL UNITS AND 1,620 SQUARE FEET OF
COMMERCIAL (APNS: 692-30-14-3, 92-30-15-2, 92-30-16-2, 92- 30-17-2, 92-30-18-4, 92-31-15, AND 92-31-16-2)
WHEREAS, Lepakshi Homes (the “Applicant”) submitted an application to develop 88 dwelling units (including 13 units that will be sold to low-income households) and 1,620 square feet of commercial in two buildings located on Thornton Avenue APNS: (692-30-14-3, 92-30-15- 2, 92-30-16-2, 92-30-17-2, 92-30-18-4, 92-31-15, and 92-31-16-2) (the “Property”) (the “Project”); and
WHEREAS, the Applicant proposes to demolish the existing buildings and site improvements; and
WHEREAS, the Property consists of seven parcels, which are proposed for consolidated development as two adjacent lots. Lot 1 is approximately 43,976 square feet (1.01 acres) and Lot 2, is approximately 10,770 square feet (0.25 acres), for a total site area of 54,746 square feet (1.25 acres and are designated Commercial Mixed Use (“CMU”) on the City’s General Plan Land Use Map and Zoning Map; and
WHEREAS, the Project will consist of condominium units, and the Applicant has obtained a condominium map or similar approval so that each of the units may be independently conveyed; and
WHEREAS, Newark Municipal Code (“NMC”) Chapter 17.18 requires that developers of residential housing units pay a housing impact fee to contribute to the supply of housing for households with very low, low, and moderate incomes. The amount of the housing impact fee was established by the Newark City Council pursuant to Resolution No. 10,184; and WHEREAS, NMC Section 17.18.050 allows a developer to provide on-site affordable units as an alternative to paying the housing impact fee, provided that the proposed alternative means of compliance is approved by the City Council in accordance with the procedures set forth in Section 17.18.050; and
WHEREAS, the Applicant has proposed restricting the sale, and occupancy, of thirteen (13) units in the Project at an affordable price (the “Restricted Units”). The Restricted Units shall be offered for sale to households with an income of no greater than eighty percent (80%) of the Area Median Income; and
Resolution No. ______ 2 of 3
WHEREAS, the Parties have agreed to enter into and record an Affordable Housing Regulatory Agreement in order to satisfy the conditions described in the foregoing Recitals and in NMC Chapter 17.18.  The purpose of this Agreement is to regulate and restrict the occupancy and sale of the Project’s Restricted Units for the benefit of the Project occupants and the City. The Parties intend that the covenants outlined in this Agreement to run with the land and to be binding upon all parties having or acquiring any right, title or interest in the Property or any part thereof, their heirs, successors and assigns; and
WHEREAS, the Planning Commission held a public hearing on August 13, 2024, and fully considered the Project, entitlements, staff report, findings of fact, conditions of approval, public comments, and all other testimony and evidence presented at the public hearing and approved the Project entitlements conditioned upon approval of the alternative means of compliance to payment of the housing impact fee.  The Planning Commission also made the necessary findings pursuant to NMC Section 17.18.50(D) to recommend City Council approval of the alternative means of compliance to payment of the housing impact fee.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newark as follows:

Section 1. That the forgoing recitals are true and correct and made part of this Resolution.

Section 2. The City Council finds that alternative means of compliance for the Applicant to provide 13 Restricted Units for sale to households with an income of no greater than eighty percent (80%) of the Area Median Income as an alternative means of compliance to payment of the housing impact fee fulfills the requirements of NMC Section 17.18 for the Project and fully mitigates the impacts of the Project on the need for affordable housing, based on the community needs and the characteristics of the Project and makes the following findings pursuant NMC 17.18.050(D): 1) the proposed alternative means of compliance fulfills the purposes of NMC Chapter 17.18 as set forth in NMC Section 17.18.010, to provide of safe and stable housing for households at all income levels is essential for the public welfare of the city; 2) the proposed alternative means of compliance will further affordable housing opportunities in the city to an equal or greater extent than compliance with the requirements of NMC Section 17.18.020, and will fully mitigate the impact of the Project on the need for affordable housing; 3) the proposed alternative means of compliance would better address the city's needs than compliance with the requirements of NMC Section 17.18.020; and 4) the proposed alternative means of compliance will not unduly concentrate affordable housing in one geographic area so as to result in housing segregation.

Section 3. Based on the findings and determinations, the City Council hereby approves an Alternate Means of Compliance to Payment of Housing Impact Fees for a residential development to provide 13 units that will be sold to households with an income of no greater than eighty percent (80%) of the Area Median Income as part of a development consisting of 88 dwelling units and 1,620 square feet of commercial in two buildings located on Thornton Avenue APNS: 692-30-14- 3, 92-30-15-2, 92-30-16-2, 92-30-17-2, 92-30-18-4, 92-31-15, and 92-31-16-2, subject to the Affordable Housing Regulatory and Satisfaction Agreements as further set forth in Exhibit A attached hereto and incorporated herein by this reference, as approved to form by the City Resolution No. ______ 3 of 3
Attorney.

Section 4. The City Manager is authorized to take all actions necessary to implement the intent of this Resolution including execution of all necessary documents, in a form approved by the City Attorney.

1 FIRST AMENDMENT TO AFFORDABLE HOUSING LOAN AGREEMENT

THIS FIRST AMENDMENT TO AFFORDABLE HOUSING LOAN
AGREEMENT (the “First Amendment”) is made and entered into as of February __, 2025, by and between the CITY OF NEWARK, a California municipal corporation (the “City”), and THORNTON, L.P., a California limited partnership (the “Developer”).

RECITALS
A. City and Developer have entered into an Affordable Housing Loan Agreement with respect to certain property located at 6347, 6361 and 6375 Thornton Avenue, Newark, California (the “Property”), dated as of April 1, 2023. Developer intends to construct, operate and maintain a 59-unit multifamily affordable housing development for lower income and very low income households on the Property (the “Development”).

B. Pursuant to the AHLA, City has made a loan to Developer in the amount of Twelve Million Dollars ($12,000,000) to be used for the expenses related to the acquisition of the Property and the construction of the Development (the “City Loan”). City has disbursed to Seller a portion of the City Loan funds as needed to acquire the Property, and Developer has purchased the Property with such funds. Seller has executed and delivered to Purchaser a “Promissory Note” in the original principal amount of the City Loan, dated April 1, 2023, and has recorded a Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, dated April 1, 2023 (“Deed of Trust”). The Parties have also executed a Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”), dated April 1, 2023, as an encumbrance to the Property.

C. In order to assist the Developer in securing the funds needed for the construction and operation of the Development, Developer now desires to sell the Property to the City, and City desires to purchase the Property from the Developer. The Parties intend that after acquiring the Property the City would subsequently ground lease the Property back to the Developer for the construction and operation of the Development thereon.

D. City and Developer now desire to make certain revisions to the AHLA and other associated documents that have been or will be entered in connection therewith. All capitalized terms used herein that are not otherwise defined herein shall have the same meaning as set forth for such terms in the AHLA.

NOW, THEREFORE, City and Developer hereby agree as follows:

1. Conveyance of the Property. Section 3.1 of the AHLA is hereby amended to read as follows:
“3.1 The Property.
a. Sale of Property to City. Concurrently with the execution of the First Amendment, City and Borrower shall enter into a Purchase and Sale Agreement and Joint 2 Escrow Instructions (“Purchase and Sale Agreement”), substantially in the form attached to the First Amendment as Exhibit “A”, which provides for Borrower’s sale of the Property to City. Upon the close of escrow for the City’s acquisition of the Property, the Parties shall enter into an Amended and Restated Promissory Note substantially in the form attached to the First Amendment as Exhibit “B”, the City shall execute and record in the Official Records a Reconveyance of the City Deed of Trust, substantially in the form attached to the First Amendment as Exhibit “C”, and a Termination of Regulatory Agreement, substantially in the form attached to the First Amendment as Exhibit “D”.

b. Ground Lease of Property to Borrower. Concurrently with the close of escrow for the City’s acquisition of the Property, City and Borrower shall enter into a Ground Lease Option Agreement, substantially in the form attached hereto as Exhibit “E”, which provides to Borrower a binding option to ground lease the Property from the City, for a term of not less than 99 years from the date of the City’s Certificate of Occupancy for the Development, for the construction and operation of the Development thereon. Concurrently with the parties’ execution of the Ground Lease, the Borrower shall execute and record in the Official Records a new City Deed of Trust which encumbers the Borrower’s leasehold interest in the Property, and the parties shall execute and record in the Official Records a new Regulatory Agreement substantially in the form attached to the AHLA as Exhibit G, with such additions as are mutually acceptable to the parties, including an increase of total unit count from 57 to 59 units, which encumbers the Borrower’s leasehold interest in the Property.”

2. City Loan. Sections 4.1 and 4.2 of the AHLA shall be revised as follows:

4.1 City Loan. The City shall provide a loan in the amount of Eight Million Five Hundred Twenty-Three Thousand Seven Hundred Forty-Three Dollars and Sixteen Cents ($8,523,743.16) (the “City Loan”) to Borrower upon the terms and conditions and for the purposes set forth in this Agreement. The City Loan shall be evidenced by an Amended and Restated Promissory Note (the “City Promissory Note”) substantially in the form attached to the First Amendment as Exhibit B, and shall be secured by a deed of trust (the “City Deed of Trust”) executed by Borrower as Trustor, substantially in the form attached to the AHLA as Exhibit D, with the modification of the City Loan amount and other mutually acceptable modifications, and recorded against the Property and subordinate only to such liens as City shall approve in writing. The outstanding principal balance of the Note will accrue simple interest at the rate of three percent (3%) per annum.

Provided that Borrower has complied with all conditions precedent to disbursement of the City Loan set forth in Section 4.6, the proceeds of the City Loan (“City Loan Proceeds”) shall be disbursed in accordance with Section 4.2 hereof. The Parties agree that City shall disburse City Loan Proceeds only for the purposes set forth in Section 4.2. “4.2. Use and Disbursement of Proceeds. The City Loan Proceeds shall be used as follows:
3 a. A portion of the City Loan Proceeds shall be used to fund a portion of Borrower’s predevelopment costs for the Development, which shall be funded prior to the commencement of the Ground Lease, and in accordance with the Predevelopment Loan Component Budget included in the Preliminary Financing Plan (the “Predevelopment Loan Component”). The Predevelopment Loan Component shall not exceed Eight Hundred Seventy Thousand Six Hundred Twenty-Three Dollars ($870,623). b. The remaining undisbursed portion of the City Loan Proceeds (i.e., $8,523,743.16 less the total amount of the Predevelopment Loan Component that has actually been disbursed) shall be used to pay for the cost of construction of the Development, and development fees and other costs related to the construction of the Development, in accordance with the Construction Loan Component Budget included in the Revised Financing Plan, to be funded through monthly City Loan draws after the Construction Loan Closing (the “Construction Loan Component”). City Loan Proceeds shall not be used or disbursed for Borrower fee, overhead or profit.”

3. Security for City Loan. The following shall replace the last sentence of Section

4.3 of the AHLA:
“The City Deed of Trust dated ___________________, that was executed and recorded in the official records of Alameda County on ________________, as Document No. _________________, shall be released and reconveyed concurrently with the City’s acquisition of the Property from the Borrower pursuant to the Purchase and Sale Agreement. The City Deed of Trust, with appropriate modifications to reflect its change to a leasehold deed of trust and the change in the City Loan amount, shall be re-signed and recorded in the Official Records as an encumbrance to the Borrower’s ground leasehold interest in the Property concurrently with the Construction Loan Closing.

Upon the Construction Loan Closing, the City Deed of Trust may be subordinated to such construction and permanent financing which are designated as senior loans in the Revised Financing Plan approved by the City, pursuant to any subordination agreements agreed upon by the City and senior lenders, as applicable. Such senior loans shall not encumber the City’s fee title to the Property.”

4. Title Policy. The following shall be added to the end of Section 4.4 of the AHLA:
“A new lender’s policy of title insurance, and/or endorsements reasonably acceptable to the City, shall be provided to the City upon the construction loan closing.”

5. Revised Financing Plan. The Revised Financing Plan attached hereto as Exhibit F is hereby approved by the City in accordance with Section 4.5 of the AHLA.

6. Conditions to Disbursement of Construction Loan Component. The following replaces subparagraph (d) of Section 4.7 of the AHLA:
4 “(d) The Title Company’s issuance of a new lender’s policy of title insurance, and/or such endorsements to the City Title Policy as are required by the City. (e) The Ground Lease has been duly executed, and the new City Deed of Trust, Regulatory Agreement and Memorandum of Ground Lease have been duly executed and recorded in the Official Records as encumbrances to Borrower’s leasehold interest in the Property.”

7. Mortgages. The following shall be added to the end of Section 8.1 of the AHLA:
“All mortgages and deeds of trust shall encumber only Borrower’s leasehold interest in the Property, and shall not encumber the City’s fee interest in the Property.”

8. Defaults. The following shall be added to the end of Section 10.1 of the AHLA:
“(n) Any default of the Purchase and Sale Agreement or Ground Lease which has not been cured within the time set forth in the applicable document.”

9. No Other Amendments. Except as amended by this First Amendment, the AHLA shall continue unmodified and in full force and effect. All terms not separately defined herein shall have the meanings as defined in the AHLA.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date set forth above.

CITY:

CITY OF NEWARK, a municipal corporation
By: _______________________
David Benoun, City Manager
Attest:
__________________________
Sheila Harrington, City Clerk
Approved as to Form:
__________________________
Kristopher Kokotaylo, City Attorney
5 DEVELOPER:

THORNTON, L.P.,
a California limited partnership
By: SAHA Thornton LLC,
a California limited liability company,
its general partner
By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its sole member/manager
By:____________________________
Susan Friedland,
Chief Executive Officer

6 EXHIBIT “A”

FORM OF PURCHASE AND SALE AGREEMENT
[To Be Attached]
7 PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (the “Agreement”) is entered into as of ____________, 2025 (the “Effective Date”), by and between Thornton, L.P., a California limited partnership (“Seller”), and the City of Newark, a California municipal corporation (“Purchaser”). Seller and Purchaser are collectively referred to herein as the “Parties.”

RECITALS
A. Seller and Purchaser have entered into an Affordable Housing Loan Agreement with respect to certain property located at 6347, 6361 and 6375 Thornton Avenue, Newark, California (the “Property”), dated as of April 1, 2023, as amended by the First Amendment to Affordable Housing Loan Agreement dated February __, 2025 (as amended, the “AHLA”). The Property is more particularly described in Exhibit A attached hereto and incorporated herein.

B. Pursuant to the AHLA, Purchaser has made a loan to Seller in the amount of Twelve Million Dollars ($12,000,000) to be used for the expenses related to the development of an affordable housing project on the Property (the “City Loan”). Purchaser disbursed to Seller a portion of the City Loan funds as needed to acquire the Property, and Seller purchased the Property with such funds. Seller executed and delivered to Purchaser a “Promissory Note” in the original principal amount of the City Loan.

C. The First Amendment to the AHLA provides for Seller to enter into an agreement to sell the Property to Purchaser for the same price that Seller paid for the acquisition of the Property.

D. By this Agreement, Purchaser agrees to purchase the Property from Seller, and Seller agrees to sell the Property to Purchaser, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, Seller and Purchaser hereby agree as follows:

Incorporation of Recitals and Exhibits. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full.

Purchase and Sale.

2.1 Agreement to Buy and Sell Property. Subject to the terms and conditions set forth herein, Seller agrees to sell the Property to Purchaser, and Purchaser hereby agrees to acquire the Property from Seller.
8 2.2 Purchase Price. The purchase price for the Property to be paid by Purchaser to Seller (the “Purchase Price”) is Three Million Four Hundred Twenty-Nine Thousand Three Hundred Seventy-Seven Dollars ($3,429,377). The Purchase Price shall be paid through a reduction of the balance of the Promissory Note in the amount of the Purchase Price.

The Parties shall execute and deliver into Escrow an “Amended and Restated Promissory Note,” substantially in the form attached hereto as Exhibit “E”, which memorializes such reduction of the balance of the Promissory Note.

Escrow.

3.1 Escrow Account. Purchaser has opened an escrow account (the “Escrow”) with Old Republic Title Company, Title Officer Julie Massey (the “Escrow Holder”).

Escrow Holder shall perform all escrow and title services in connection with this Agreement.

3.2 Opening of Escrow. Within five (5) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. The date such fully executed Agreement is received by Escrow Holder will be deemed the “Opening of Escrow,” and Escrow Holder will give written notice to the Parties of such occurrence.

3.3 Satisfaction of Due Diligence Contingency. Purchaser will have ________ (__) days from Opening of Escrow (the “Due Diligence Contingency Period”) to complete physical inspections of the Property and due diligence related to the purchase of the Property. Seller shall provide to Purchaser copies of all reasonably available and known documents relating to the ownership and use of the Property, including but not limited to plans, permits and reports (such as environmental, engineering and land surveys) that Seller has in its possession not later than five (5) days following the execution and delivery of this Agreement.

3.4 Due Diligence Inspections. During the Due Diligence Contingency Period, Purchaser and its agents, contractors and employees shall have the right to enter upon the Property for the purpose of making inspections or to perform environmental testing, at Purchaser’s sole risk, cost and expense. All of such entries upon the Property shall be within fifteen days after the Effective Date of this Agreement, during normal business hours and after at least twenty-four (24) hours prior notice to Seller, and Seller or Seller’s agent shall have the right to accompany Purchaser during any activities performed by Purchaser on the Property. At Seller’s request, Purchaser shall provide Seller with a copy of the results of any environmental tests and inspections made by Purchaser, at no cost to Seller. If any inspection or test disturbs the Property, Purchaser will restore the Property to the substantially the same condition as existed before the inspection or test. Purchaser shall defend, indemnify and hold Seller and the Property harmless from and against any and all losses, costs, damages, claims or liabilities, including but not limited to, mechanic’s and materialmen’s’ liens, arising out of or in connection with Purchaser’s inspection of the Property as allowed pursuant to this Section 3.4.

3.5 Termination Upon Due Diligence Disapproval. Purchaser shall have the right, in its sole discretion, to terminate this Agreement for any reason (or no reason) by written notice to Seller prior to the expiration of the Due Diligence Contingency Period (as it may be extended). If Purchaser timely sends such a termination notice, this Agreement shall terminate, 9 and neither party shall have any further rights or obligations hereunder except those which expressly survive the termination hereof. In the event of Purchaser’s termination of this Agreement pursuant to this Section 3.5, Purchaser shall be responsible for the costs of Escrow and any cancellation fees.

Property Disclosure Requirements.

4.1 Condition of Title/Preliminary Title Report. Escrow Holder shall deliver a Preliminary Title Report for the Property (the “Preliminary Report”) to Purchaser within three (3) days after the Opening of Escrow. Purchaser shall have until the end of the Due Diligence Contingency Period to approve or disapprove the condition of title to the Property; provided that all existing deeds of trust, mechanic’s liens and other financial liens and encumbrances, if any, shall be paid off and removed from title concurrently with or prior to the Closing. If there are any changes to the Preliminary Report prior to Closing, Purchaser shall have five (5) days after receipt of the revised Preliminary Report to approve or disapprove such changes.

4.2 Environmental and Natural Hazards Disclosure. California Health & Safety Code section 25359.7 requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substances are located on or beneath the real property to provide written notice of same to the buyer of real property. Other applicable laws require Seller to provide certain disclosures regarding natural hazards affecting the Property.

Seller agrees to make any necessary disclosures required by law. Seller shall provide Purchaser with all documents reasonably known to Seller pertaining to the environmental condition of the Property.

5. Closing and Payment of Purchase Price.

5.1 Closing. The closing (the “Closing” or “Close of Escrow”) will occur no later than _____ (__) days after the expiration of the Due Diligence Contingency Period, as it may be extended (“Closing Date”), or such other date that the Parties agree in writing. In the event that Closing has not occurred on or prior to the Closing Date, either Party not then in default may, upon five (5) days advance written notice to the other Party, terminate this Agreement and the Escrow.

As long as neither Party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. Upon any such termination of this Agreement, neither Party shall have any further rights or obligations hereunder, except for the rights and obligations expressly provided to survive termination of this Agreement.

5.2 Purchaser’s Conditions to Closing. Purchaser's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or Purchaser's written waiver thereof (in Purchaser’s sole discretion) on or before the Closing Date:
(a) Purchaser has not sent a notice of termination to Seller prior to the end of the Due Diligence Contingency Period.
(b) Seller has deposited into the Escrow a fully executed “Grant Deed” substantially in the form attached hereto as Exhibit “B” and incorporated herein. 10 (c) Seller has deposited into the Escrow a fully executed “Lease Option Agreement” and “Memorandum of Lease Option” substantially in the form attached hereto as Exhibit “C” and incorporated herein.
(d) Seller and Purchaser have executed and deposited into Escrow a Lease of City Real Property (“Short-Term Property Lease Agreement”) substantially in the form attached hereto as Exhibit “D” and incorporated herein. (e) Seller and Purchaser have executed and deposited into Escrow an Amended and Restated Promissory Note substantially in the form attached hereto as Exhibit “E” and incorporated herein.
(f) Purchaser has executed and deposited into Escrow a Reconveyance of Deed of Trust substantially in the form attached hereto as Exhibit “F” and incorporated herein. (g) Seller and Purchaser have executed and deposited into Escrow a Termination of Regulatory Agreement substantially in the form attached hereto as Exhibit “G” and incorporated herein.
(h) Seller has performed all obligations to be performed by Seller pursuant to this Agreement.
(i) Seller’s representations and warranties herein are true and correct in all material respects as of the Closing Date.
(j) The Title Company is irrevocably committed to issue a CLTA or ALTA standard coverage title insurance policy to Purchaser, together with such endorsements as are requested by Purchaser, effective as of the Closing Date, insuring title to Purchaser in the full amount of the Purchase Price, subject only to those exceptions to title which have been approved by Purchaser.
(k) There shall be no litigation or administrative proceeding pending with respect to the Property as of the Closing, nor any moratoria which would adversely impact the development of the Property.

5.3 Seller’s Conditions to Closing. The Close of Escrow and Seller’s obligation to sell and convey the Property to Purchaser are subject to the satisfaction of the following conditions or Seller’s written waiver (in Seller’s sole discretion) of such conditions on or before the Closing Date:
(a) Purchaser has deposited into the Escrow all costs required by this Agreement to be paid by Purchaser.
(b) Purchaser has deposited into the Escrow the Grant Deed Acceptance, Lease Option Agreement, Memorandum of Option, Short-Term Property Lease Agreement, Amended and Restated Promissory Note, Reconveyance of Deed of Trust, 11 Termination of Regulatory Agreement, and all documents to be submitted by Purchaser pursuant to this Agreement, all duly executed by Purchaser and notarized where applicable. (c) Purchaser has performed all obligations to be performed by Purchaser pursuant to this Agreement before the Closing Date. (d) Purchaser's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date.

5.4 Conveyance of Title. Seller will deliver fee simple title to Purchaser at the Closing, subject only to the exceptions to title which have been approved by Purchaser.

5.5 Deliveries at Closing.

Deliveries by Seller. Seller shall deposit into the Escrow for delivery to Purchaser at Closing duly executed original copies of the Grant Deed, Lease Option Agreement, Memorandum of Option, Termination of Regulatory Agreement, Amended and Restated Promissory Note and Short-Term Property Lease Agreement.

Deliveries by Purchaser. No less than one (1) business day prior to the close of escrow, Purchaser shall deposit into Escrow duly executed original copies of the Grant Deed Acceptance, Lease Option Agreement, Memorandum of Option, , Reconveyance of Deed of Trust, Termination of Regulatory Agreement, Amended and Restated Promissory Note, ShortTerm Property Lease Agreement, and immediately available funds in the amount equal to the Escrow fees and recording fees, and the cost of the Title Policy.

Closing. Upon Closing, Escrow Holder shall: (i) record the Grant Deed and the Grant Deed Acceptance, Memorandum of Option, Reconveyance of Deed of Trust, and Termination of Regulatory Agreement; (ii) charge the Purchaser for documentary transfer taxes and governmental conveyance fees, if any; (iii) deliver to Seller and Purchaser a certified copy of the executed Grant Deed; (iv) pay any expenses payable through Escrow; and (v) distribute to itself the payment of Escrow fees and expenses required hereunder.

Closing Costs. Purchaser will pay all Escrow fees, recording fees, title insurance and title report costs, documentary transfer taxes and governmental conveyance fees, if applicable. All costs payable by Purchaser hereunder shall be deemed disbursements of the City Loan and shall be added to the balance of the Amended and Restated Promissory Note.

Proration of Taxes. At the Close of Escrow, Seller shall be responsible for a prorated share of property taxes and assessments due through the Close of Escrow. In the event that, prior to the Close of Escrow, Seller has paid the installment of property taxes and assessments applicable to the current period, there shall be no proration of property taxes and assessments, and Seller shall be responsible for applying for a refund of any overpayment of property taxes and assessments as a result of the acquisition of the Property by a public agency. In the event any real property taxes are due and unpaid at the Close of Escrow for any periods prior to the Close of Escrow, Escrow Holder is hereby authorized and instructed to pay such taxes from proceeds due the Seller at the Close of Escrow. At the Close of Escrow, the Purchaser will file a Preliminary 12 Change of Ownership Report and any necessary documentation with the County Assessor-County Clerk-Recorder for the property tax exemption, and shall be responsible for coordinating with Escrow Holder for the payment of any periods occurring from and after the Close of Escrow (if any are due or payable). Seller shall have the right, after Close of Escrow, to apply for a refund to the County Tax Collector/Assessor outside of Escrow for any overpayments, and if eligible, to receive such refund.

Rent Proration and Security Deposits. Rents paid by any existing tenants shall be prorated through the Close of Escrow, and Seller shall transfer all security deposits of existing tenants to Purchaser through the Escrow.

6. As Is Conveyance. Notwithstanding anything to the contrary in this Agreement, this sale is made and will be made without representation, covenant, or warranty of any kind by Seller. As a material part of the consideration for this Agreement, Purchaser agrees to accept the Property on an “as is” and “where is” basis, with all faults, and without any representation or warranty, all of which Seller hereby disclaims. No warranty or representation is made by Seller as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of hazardous or toxic substances, hazardous materials, hazardous wastes, absence of faults, flooding, or compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser acknowledges that it has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance, and legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Seller or anyone acting or claiming to act, by, through or under or on Seller’s behalf concerning the Property. The provisions of this Section 6 shall survive indefinitely any closing or termination of this Agreement. .

7. Remedies. In the event of a breach or default under this Agreement by Seller prior to Close of Escrow, Purchaser reserves the right to either (a) seek specific performance from Seller or (b) to do any of the following: (i) to waive in writing the breach or default and proceed to close as provided herein; (ii) to extend the time for performance and the Closing Date until Seller is able to perform; or (iii) to terminate this Agreement upon written notice to Seller, whereupon Seller shall cause Escrow Holder to return to Purchaser any and all sums placed into the Escrow by Purchaser, and except for the rights and obligations expressly provided to survive termination of this Agreement, neither party shall have any further obligations or liabilities hereunder. In the event of a breach or default under this Agreement by Purchaser prior to Close of Escrow, Seller shall have all remedies available at law or equity.

8. Brokers. Each Party represents that no real estate broker has been retained by it in the procurement of the Property or negotiation of this Agreement. Each Party shall indemnify, hold harmless and defend the other Party from any and all claims, actions and liability and any commission, finder’s fee, or similar charges from such Party’s broker, and its respective employees, agents, consultants and contractors.

9. Assignment. Absent an express signed written agreement between the Parties to the contrary, neither Seller nor Purchaser may assign its rights or delegate its duties under this Agreement without the express written consent of the other. No permitted assignment of any of 13 the rights or obligations under this Agreement shall result in a novation or in any other way release the assignor from its obligations under this Agreement.

10. Miscellaneous.

10.1 Attorneys’ Fees. If any party employs counsel to enforce or interpret this Agreement, including the commencement of any legal proceeding whatsoever (including insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs (including the service of process, filing fees, court and court reporter costs, investigative fees, expert witness fees, and the costs of any bonds, whether taxable or not) and shall include the right to recover such fees and costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor in addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in any legal proceeding shall include reimbursement for all such attorneys’ fees and costs. In any legal proceeding, the “prevailing party” shall mean the party determined by the court to most nearly prevail and not necessarily the party in whose favor a judgment is rendered.

10.2 Interpretation. This Agreement has been negotiated at arm’s length and each party has been represented by independent legal counsel in this transaction and this Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each party hereby waives any benefit under any rule of law (including Section 1654 of the California Civil Code) or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party.

10.3 Survival. All indemnities, covenants, representations and warranties contained in this Agreement shall survive Close of Escrow.

10.4 Successors. Except as provided to the contrary in this Agreement, this Agreement shall be binding on and inure to the benefit of the Parties and their successors and assigns.

10.5 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California.

10.6 Integrated Agreement; Modifications. This Agreement, together with the AHLA, contains all the agreements of the Parties concerning the subject hereof, and cannot be amended or modified except by a written instrument executed and delivered by the parties. There are no representations, agreements, arrangements or understandings, either oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. In addition, there are no representations, agreements, arrangements or understandings, either oral or written, between or among the Parties upon which any party is relying upon in entering this Agreement that are not fully expressed herein.

10.7 Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, any such provision shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement. 14 If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein.

10.8 Notices. Any delivery of this Agreement, notice, modification of this Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval, waiver, declaration or other communication that either party desires or is required to give to the other party or any other person shall be in writing. Any such communication may be served personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the party’s address as set forth below:

To Purchaser: City of Newark
37101 Newark Blvd
Newark, California 94560
Attention: ______________________
To Seller: Thornton, L.P.
c/o Satellite Affordable Housing Associates
1835 Alcatraz Avenue
Berkeley, California 94703
Attention: Chief Executive Officer

If to Escrow Holder: Old Republic Title Company
555 12th Street, Suite 2000
Oakland, California 94607
Attention: Julie Massey, Title Officer
Email: [email protected]
Any such communication shall be deemed effective upon personal delivery or on the date of first refusal to accept delivery as reflected on the receipt of delivery or return receipt, as applicable. Any party may change its address by notice to the other party. Each party shall make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in accordance with this section and that any person to be given notice actually receives such notice.

10.9 Time. Time is of the essence to the performance of each and every obligation under this Agreement.

10.10 Days of Week. If any date for exercise of any right, giving of any notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday, the time for performance will be extended to 5:00 p.m. on the next business day.

10.11 Reasonable Consent and Approval. Except as otherwise provided in this Agreement, whenever a party is required or permitted to give its consent or approval under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a party is 15 required or permitted to give its consent or approval in its sole and absolute discretion or if such consent or approval may be unreasonably withheld, such consent or approval may be unreasonably withheld but shall not be unreasonably delayed.

10.12 Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.

10.13 Waivers. Any waiver by any party shall be in writing and shall not be construed as a continuing waiver. No waiver will be implied from any delay or failure to take action on account of any default by any party. Consent by any party to any act or omission by another party shall not be construed to be consent to any other subsequent act or omission or to waive the requirement for consent to be obtained in any future or other instance.

10.14 Signatures/Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any one of such completely executed counterparts shall be sufficient proof of this Agreement.

10.15 Date and Delivery of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Parties intend that this Agreement shall be deemed effective, and delivered for all purposes under this Agreement, and for the calculation of any statutory time periods based on the date an agreement between the Parties is effective, executed, or delivered, as of the Effective Date.

10.16 Representation on Authority of Parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

10.18 Approvals. Whenever this Agreement calls for Purchaser approval, consent, extension or waiver, the written approval, consent, or waiver of the Purchaser, the City Manager of Purchaser or his or her designee(s) shall constitute the approval, consent, extension or waiver of the Purchaser, without further authorization required from the City Council. Purchaser hereby authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce Purchaser’s rights under this Agreement, and to waive requirements under this Agreement, on behalf of the Purchaser.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

PURCHASER:

CITY OF NEWARK
16 By: _______________________________
David Benoun, City Manager
ATTEST:

By: _______________________________
Sheila Harrington, City Clerk
APPROVED AS TO FORM:

By: _______________________________
Kristopher Kokotaylo
City Attorney
SELLER:

THORNTON, L.P., a California limited partnership
By: SAHA Thornton LLC,
a California limited liability company,
its general partner
By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its sole member/manager
By:____________________________
Susan Friedland,
Chief Executive Officer
17 Exhibit A

LEGAL DESCRIPTION
That real property in the City of Newark, County of Alameda, State of California, described as follows:
6361 Thornton Avenue:

Portion of Lot 23, Block "J", Map of Newark Acres, filed December 8, 1916, Map Book 16,

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Newark City CouncilApril 10, 2025

Newark City Council
April 10, 2025