Pleasant Hill City Council
November 6, 2023

CITY OF PLEASANT HILL

CITY COUNCIL MEETING AGENDA
NOVEMBER 6, 2023
REGULAR MEETING – 7:00 PM
The meeting will be held at
City Hall, 100 Gregory Lane, Pleasant Hill, CA 94523
in accordance with the Ralph M. Brown Act
Watch on YouTube at: www.pleasanthillca.org/councilmeeting City Council Meeting Agenda Page 1 November 6, 2023
City Offices, 100 Gregory Lane, Pleasant Hill, CA 94523 Telephone (925) 671-5267

MAYOR TIMOTHY FLAHERTY COUNCILMEMBER SUE NOACK

VICE MAYOR MATTHEW RINN COUNCILMEMBER ZAC SHESS

COUNCILMEMBER ALLEN VINSON
Options for observing the meeting and participating in public comment are provided below.

Public Communication. The public is welcome to address the City Council on items on the Consent Calendar or other items not listed on the agenda but within the Council’s jurisdiction during the general Public Comment period. There is an opportunity for the public to comment on other agenda items at the time they are discussed.

Comments are generally limited to three minutes.

Public Participation Options
1) Watch the Meeting via Youtube Livestream at www.pleasanthillca.org/councilmeeting. 2) Submit Written Comments by 4 pm the Day of the Meeting to [email protected] (comments received by deadline will be provided to the City Council before the meeting). Please specify that the correspondence is for public comment at the Council meeting. 3) Make Public Comment During the Meeting
Members of the public may attend the meeting in person and may speak on any matter within the City Council's jurisdiction. Please fill out a speaker's card, available at the entry to the Council Chambers, and turn it in to the City Clerk Recorder.

If, due to a disability, a reasonable accommodation is needed to participate in this meeting, please refer to the Providing Accessible Communication to the Public Under the Americans with Disabilities Act and AB 2449 document online at www.pleasanthillca.org/accessiblecommunications and contact the ADA Coordinator 48 hours in advance of the meeting at (925) 671-5267 or via California Relay at 711.

Materials related to an item on this agenda submitted to the Council after distribution of the agenda packet are available to the public in the City’s Public Records Portal at https://cityarchive.pleasanthillca.org/WebLink/ (click on City Council Agenda Packets) or by contacting the City Clerk at [email protected] or 925-671-5267.

City Council Meeting Agenda Page 2 November 6, 2023
City Council Meeting Recordings and Broadcasts.

Recorded City Council meetings are broadcast on Comcast Channel 28, Wave Channel 1029, and AT&T UVerse Channel 99 on the Wednesday following the meeting. Video recordings are generally available within 48 hours of the meeting, and may be viewed on the City’s website at www.pleasanthillca.org/MeetingVideos and selecting “City Council” from the meeting groups.

Agendas are Available for Review on the City Hall official noticing bulletin board (100 Gregory Lane), at the Pleasant Hill Police Department (330 Civic Drive), the Pleasant Hill Senior Center (233 Gregory Lane), and on the City’s website at www.pleasanthillca.org/agendas. Agenda packets will be available to the public on the City’s website at the same time as they are made available to the City Council.

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL

4. CLOSED SESSION REPORT

5. PRESENTATIONS

5.1 Acknowledgment of Haley LaFlamme as Honorary Mayor for a Day

5.2 Introduction of Traffic Safety Commissioner Rob Arias

5.3 Proclamation Designating November 12 - 18, 2023 as "United Against Hate Week"

6. CITY MANAGER COMMENTS:
(Brief updates on pending City business without discussion by the City Council.)

7. COUNCIL ANNOUNCEMENTS AND REPORTS

7.1 Reports from Councilmembers on Meetings or Conferences Attended at City Expense (A) Contra Costa Mayors Conference Hosted by the City of Brentwood on November 2, 2023 (B) Other Meetings Attended at City Expense

7.2 Announcements from Councilmembers

8. PUBLIC COMMENT:

The public is welcome at this time to address the City Council on items on the Consent Calendar or other items not listed on the agenda but within the Council’s jurisdiction. There is an opportunity for the public to comment on other agenda items at the time they are discussed.

Comments are limited to three minutes per speaker. To provide public comments, please see the Public Participation Options above.

9. CONSENT CALENDAR: All matters listed under “Consent Calendar” are considered by the Council to be routine and will be enacted by one motion. There will be no separate Council discussion of these items unless requested by a Councilmember prior to the time Council votes on the motion to adopt.

9.1 Approve Minutes for the Regular City Council Meeting of October 16, 2023 City Council Meeting Agenda Page 3 November 6, 2023

9.2 Approve Checks Dated: October 13, 2023; October 27, 2023

9.3 Accept Update on Contra Costa Transportation Authority and TRANSPAC

9.4 Approve Appointment Recommendations to the Architectural Review Commission, Diablo Vista Water System Advisory Board, and the Education Commission

10. ACTION CALENDAR

10.1 Adopt Resolution No. ___-23 Executing an Amendment to an Affordable Housing Disposition and Development Agreement (DDA) for 85 Woodsworth Lane (APN 150-150-071) and Authorizing the City Manager or Designee to Execute Amendment Documents The City, as lead agency, has determined that pursuant to Section 15332 of the Guidelines for the Implementation of the California Environmental Quality Act (CEQA) of 1970, as amended, this project qualifies for a Class 32 categorical exemption, which consists of an in-fill project, in this case a DDA, for a site located in an area with adequate public services and facilities available, consistent with the City General Plan and Zoning Ordinance, on a site less than 5 acres, surrounded by urban uses, not in an environmentally sensitive area, and which will not have significant effects pertaining to traffic, noise, air and water quality.

10.2 Adopt Resolution No. __-23 Authorizing the City Manager to Execute an Agreement with BMI Imaging Systems, Inc. for Digitization Services and Indexing of City Archives and Appropriate $350,000 in ARPA funds for Related Project Expense

11. ADJOURNMENT
Next City Council Meeting: November 20, 2023

CITY COUNCIL STAFF REPORT
Meeting Date: November 06, 2023
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: APPROVE MINUTES FOR THE REGULAR CITY COUNCIL MEETING OF OCTOBER 16, 2023

RECOMMENDED CITY COUNCIL ACTION
Approve the minutes.

ATTACHMENT(S):

October 16, 2023 – Tentative Minutes
Prepared by: Carol Wu, City Clerk

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MINUTES OF THE
REGULAR MEETING – CITY COUNCIL
October 16, 2023
City Council Meeting Minutes Page 1 October 16, 2023
Mayor Flaherty called a Regular Meeting of the City Council to order at 7:00 PM, in the Council Chambers, 100 Gregory Lane, Pleasant Hill, CA, complete proceedings of which were electronically recorded. The meeting was a hybrid of both in person and teleconferenced attendees. The meeting agenda was posted on the City Hall outdoor bulletin board at 100 Gregory Lane, Pleasant Hill, CA on October 12, 2023, by Acting City Clerk Juanita Davalos.

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Attendee Name Title Status
Timothy M. Flaherty Mayor Present
Matthew Rinn Vice Mayor Present
Sue Noack Councilmember Present
Allen Vinson Councilmember Present
Zac Shess Councilmember Present

4. CLOSED SESSION REPORT
Mayor Flaherty reported that the City Council held a closed session this evening regarding labor negotiations and there is nothing to report.

5. PRESENTATIONS

5.1 Acknowledgement of Eli Feerer as Honorary Mayor for a Day Mayor Flaherty introduced Eli Feerer as the Honorary Mayor for a Day. Honorary Mayor Feerer assisted Mayor Flaherty at the City Council Meeting.

5.2 Award of Appreciation to Kesha Hitchrick for Service on the Diversity Commission 2021 – 2023
Mayor Flaherty presented an award of appreciation to outgoing Diversity Commission Commissioner Kesha Hitchrick. Ms. Hitchrick was not present to accept the award.

5.3 Introduction of Freda Chu and Reintroduction of Carson Sprott, Diversity Commissioners
Mayor Flaherty introduced Freda Chu, the new Diversity Commission Commissioner. Mayor Flaherty introduced Carson Sprott, the reappointed Diversity Commission Commissioner.

5.4 Civic Action Commission Update on Summer Concert Series Barbara Thor, Chair of the Civic Action Commission introduced the item.

Anthony Garcia, Commissioner of the Civic Action Commission, delivered a presentation on the 2023 Summer Concert at the Lake Series and activities planned for 2024.

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Attachment: October 16 2023 Tentative Minutes (Minutes) City Council Meeting Minutes Page 2 October 16, 2023

6. CITY MANAGER COMMENTS
Ethan Bindernagel, City Manager, reported that:
 Light Up the Night will be held on December 2, 2023 in Downtown Pleasant Hill;  Off the Grid will be held for the next two weeks before going on hiatus until Spring 2024;
 The Commission on Aging hosted an Intergenerational Ice Cream Makerspace at the Tinkers & Thinkers Innovation Faire; and
 The Pleasant Hill Police Department is participating in the Pink Patch Initiative in support of Breast Cancer Awareness Month.

7. COUNCIL ANNOUNCEMENTS AND REPORTS

7.1 Reports from Councilmembers on Meetings or Conferences Attended at City Expense
(A) Contra Costa Mayors Conference Hosted by the City of Pleasant Hill on October 5, 2023
Mayor Flaherty, Vice Mayor Rinn, and Councilmember Noack reported their attendance at the Contra Costa Mayors Conference. Mayor Flaherty and Councilmember Noack provided brief remarks of the discussion topics.
(B) Other Meetings Attended at City Expense
Councilmember Vinson reported his attendance at the Diablo Valley Tech Institute at Diablo Valley College.

7.2 Announcements from Councilmembers
Councilmember Noack reported her participation in the Pleasant Hill Chamber of Commerce Golf Tournament. Councilmember Noack reported her attendance at the Pleasant Hill Chamber of Commerce mixer and at an open house at Contra Costa County Supervisor Ken Carlson’s new offices. Councilmember Noack reported that AB645 was signed into law by Governor Newsom to allow speed safety camera pilot programs in the cities of San Francisco, Oakland and San Jose.

8. PUBLIC COMMENT
Mayor Flaherty opened public comment.

The following members of the public appeared in person to provide a comment:
 Alan Bade
Nine members of the public participated via teleconference to provide a comment.

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Attachment: October 16 2023 Tentative Minutes (Minutes) City Council Meeting Minutes Page 3 October 16, 2023
Mayor Flaherty closed public comment.

9. CONSENT CALENDAR
Motion (Rinn/Noack) to Approve all consent items, carried as follows:

AYES: Noack, Rinn, Shess, Vinson (Abstain from item 9.1), Flaherty

9.1 Approve Minutes for the Regular City Council Meeting of October 2, 2023

9.2 Approve Checks Dated: September 29, 2023; October 06, 2023

9.3 Accept Update on Contra Costa Transportation Authority and TRANSPAC

9.4 Approve Appointment Recommendation to the Architectural Review Commission

9.5 Adopt Ordinance No. 965 Amending Pleasant Hill Municipal Code Section 18.20.095, Accessory Dwelling Units

9.6 Adopt Ordinance No. 966 Amending Pleasant Hill Municipal Code Chapter 18.67, Wireless Telecommunications Facilities, and Related Amendments to Section 18.85.010, Zoning Permit Purpose and Applicability, Section 18.95.020, Use Permit Approval Authority, and Chapter 18.140, Definitions

9.7 Adopt Resolution No. 71-23 Authorizing the City Manager to Execute a Change Order with Franco Engineering, Inc. for the Oak Park Boulevard Sidewalk Gap Closure Project No. 04-23

10. ACTION CALENDAR

10.1 Adopt Resolution No. 72-23 Accepting Proposal and Awarding the Contract for the City of Pleasant Hill Police Department Underground Storage Tank Replacement Project No.

PSC-01-23 and Authorizing the City Manager to Execute a Construction Contract with Petro-Analytical, Inc.

Ann James, Public Works Manager, delivered a presentation on the Underground Storage Tank (UST) Replacement Project PSC -01-23 that provides for the removal and replacement of the existing UST located at the Police Department rear parking lot. Ms. James reported that the lowest responsive, responsible bid was from Petro-Analytical, Inc. Ms. James summarized the financial impact to the City
No one from the public spoke on the item.

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Attachment: October 16 2023 Tentative Minutes (Minutes) City Council Meeting Minutes Page 4 October 16, 2023
Motion (Rinn/Noack) to Accept item 10.1, carried as follows:

AYES: Noack, Rinn, Shess, Vinson, Flaherty

10.2 STUDY SESSION on Revisions to the City of Pleasant Hill Adopted Housing Element (2023-2031)
Troy Fujimoto, City Planner, introduced the item.

Ryan Lester, Mintier Harnish, delivered a presentation on the revised 2023-2031 Housing Element in response to the comments made by the California Department of Housing and Community Development.

Mayor Flaherty called for a recess at 8:31 p.m.

Mayor Flaherty reconvened the meeting at 8:43 p.m.

The following members of the public provided a written comment:
 Jack Prosek
 Catherine Shulz
The following members of the public appeared in person to provide a comment:
 Ward Wogsland
 Matthew Kennedy
 Susan Barlettadi
 Valerie Sloven
 Maria Banghart
 Joanne Durkee
Mr. Lester responded to Mr. Wogsland’s question.

The following members of the public participated via teleconference to make a comment:
 Max Davis, East Bay for Everyone
 Marshall Lewis
 Jack Prosek
 Mark Lubcheski
Mr. Lester answered questions from Councilmembers.

No action was taken on this item.

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Attachment: October 16 2023 Tentative Minutes (Minutes) City Council Meeting Minutes Page 5 October 16, 2023

10.3 Adopt Resolution No. 73-23 Adopting a City Policy Regarding the Receipt and Distribution of Tickets and/or Passes in the Furtherance of the City's Reasonably Defined Public Purposes Janet Coleson, City Attorney, delivered a presentation on the necessity for the City Council to adopt a policy governing the City’s distribution, use, and reporting of tickets and passes as defined by the Fair Political Practices Commission.

No one from the public spoke on the item.

Motion (Noack/Rinn) to Approve item 10.3, carried as follows:

AYES: Noack, Rinn, Shess, Vinson, Flaherty

11. ADJOURNMENT
Mayor Flaherty adjourned the meeting at 9:34 p.m. The next Regular City Council meeting will be held on Monday, November 6, 2023, beginning at 7:00 p.m.

CAROL W. WU, CITY CLERK RECORDER

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Attachment: October 16 2023 Tentative Minutes (Minutes)

CITY COUNCIL STAFF REPORT
Meeting Date: November 06, 2023
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: APPROVE CHECKS DATED: OCTOBER 13, 2023; OCTOBER 27, 2023

RECOMMENDED CITY COUNCIL ACTION
Approve the check register.

ATTACHMENT(S):

Check Register
Prepared by: Maria Alfredo, Accounting Technician I
Approved by: Erick Cheung, Finance Manager

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

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Attachment: Check Register (Check Register)

CITY COUNCIL STAFF REPORT
Meeting Date: November 06, 2023
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: ACCEPT UPDATE ON CONTRA COSTA TRANSPORTATION

AUTHORITY AND TRANSPAC

SYNOPSIS
TRANSPAC meets to provide direction to its staff and make recommendations to the Contra Costa Transportation Authority (CCTA) on significant transportation and land use issues. The attachments to this report include the CCTA Executive summary and Board meeting minutes for July 19, 2023, and September 13, 2023, in addition to the TRANSPAC Committee meeting summary minutes for September 14, 2023. Staff notes that TRANSPAC did not meet in the months of July or August.

DISCUSSION
Background
TRANSPAC was formed in 1986 to provide the cities of Central Contra Costa County a forum to discuss mutual planning and transportation issues. When Measure C, a countywide transportation proposition, was adopted in 1988, TRANSPAC became the official regional transportation, land use, and housing forum for Central Contra Costa County. The member agencies include Contra Costa County, Clayton, Concord, Martinez, Walnut Creek, and Pleasant Hill.

TRANSPAC meets to discuss transportation-related issues. A Councilmember and a Planning Commissioner represent each jurisdiction. The Chair to the CCTA then submits the actions.

Analysis
An Executive Summary of the actions taken on July 19, 2023, and September 13, 2023, at the CCTA Board meetings is included along with the meeting minutes. The actions taken at the TRANSPAC Committee meeting on September 14, 2023, are included in the attached minutes.

There is no item of discussion directly related to the City of Pleasant Hill with this update.

FISCAL IMPACT
None.

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PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, in the City Clerk’s office, at the Pleasant Hill Senior Center, and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page.

RECOMMENDED CITY COUNCIL ACTION
Accept the report.

ALTERNATIVES TO RECOMMENDED ACTION
The City Council may want to discuss one or more of the actions taken during the last meeting.

Should the City Council require detailed information pertaining to any issues, a comprehensive report could be scheduled for a subsequent City Council meeting. Contingent on the amount of information required, staff would need adequate time to prepare a comprehensive report addressing the item or items of interest.

ATTACHMENT(S):

CCTA Executive Summary and Board Meeting Minutes for July 19, 2023 CCTA Executive Summary and Board Meeting Minutes for September 13, 2023 TRANSPAC Committee Meeting Summary Minutes for September 14, 2023 Prepared and Reviewed by: Ananthan Kanagasundaram, City Engineer Approved by: Ethan Bindernagel, City Manager

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COMMISSIONERS
Federal Glover,
Chair
Newell Arnerich,
Vice Chair
Ken Carlson
Paul Fadelli
Loella Haskew
Chris Kelley
Aaron Meadows
Sue Noack
Scott Perkins
Renata Sos
Lamar Thorpe
Timothy Haile,
Executive Director
2999 Oak Road
Suite 100
Walnut Creek
CA 94597
PHONE: 925.256.4700
FAX: 925.256.4701
www.ccta.net
https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc

MEMORANDUM
To: Matt Todd, TRANSPAC
Chris Weeks, SWAT
Robert Sarmiento, TRANSPLAN
Sai Midididdi, TVTC
John Nemeth, WCCTAC
Sivakumar Natarajan, LPMC
From: Timothy Haile, Executive Director
Date: July 24, 2023
Re: Items of interest for circulation to the Regional Transportation Planning Committees (RTPCs)
At its July 19, 2023 meeting, the Authority discussed the following items, which may be of interests to the Regional Transportation Planning Committees:

A. Quarterly Project Status Report for April – June2023 Recommendation: This was an informational item only; no staff recommendation at this time.

Action: The Authority Board received an informational report on the status of the current Measure projects.

B. Innovate 680 – Automated Driving System (Project 8009.07) – Authorization to Execute Agreement No. 654 with May Mobility, Inc. (May Mobility) to Provide and Operate On‐Demand Wheelchair Accessible Autonomous Shuttles and Provide Necessary Autonomous Vehicle Data Services

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Attachment: CCTA Executive Summary and Board Meeting Minutes July 19, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
July 24, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc Recommendation: Staff sought authorization for the Chair to execute Agreement No. 654 with May Mobility in the amount of $1,059,149, to provide and operate on‐demand wheelchair accessible autonomous shuttles, provide necessary autonomous vehicle data services, and allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Chair to execute Agreement No. 654 with May Mobility in the amount of $1,059,149, to provide and operate on‐demand wheelchair accessible autonomous shuttles, provide necessary autonomous vehicle data services, and allow the Executive Director or designee to make any non‐substantive changes to the language.

C. Consider the Conduct for Meetings of the Legislative Bodies of the Authority for August 2023
Recommendation: Staff requested that the Authority Board, having reconsidered the circumstances, continue conducting in‐person meetings with a hybrid component for public participation for the regular Authority Board meetings and remote meetings for all other legislative bodies of the Authority and special meetings of the Authority Board pursuant to the Brown Act provision exemptions of Assembly Bill 361 (AB361) and consistent with the Contra Costa Health Services’ recommendations for social distancing for public meetings, to adhere to the 30‐day reconsideration requirement of AB361.

Action: The Authority Board authorized staff to continue in‐person meetings with a hybrid component for public participation for the regular Authority Board meetings and continue conducting remote meetings for all other legislative bodies of the Authority and special meetings of the Authority Board pursuant to the Brown Act provision exemptions of Assembly Bill 361 (AB361) and consistent with the Contra Costa Health Services’ recommendations for social distancing for public meetings, to adhere to the 30‐day reconsideration requirement of AB361.

D. Approval of Fiscal Year (FY) 2023‐24 Measure J Allocation:

1. Countywide Bus Services (Program 14)

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Attachment: CCTA Executive Summary and Board Meeting Minutes July 19, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
July 24, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc Recommendation: Staff sought approval of Resolution 23‐15‐G which allocated Measure J Program 14 funds for FY 2023‐24 in the amount of $6,757,134, which includes a reconciliation from FY 2021‐22 in the amountof $1,120,634.

Action: The Authority Board approved Resolution 23‐15‐G, which allocated Measure J Program 14 funds for FY 2023‐24 in the amount of $6,757,134 and included a reconciliation from FY 2021‐22 in the amountof $1,120,634.

2. Countywide Transportation Services for Seniors and People with Disabilities (Program 15)
Recommendation: Staff sought approval of Resolution 23‐16‐G, which allocated Measure J Program 15 funds for FY 2023‐24 in the amount of $6,781,265 and included a reconciliation from FY 2021‐22 in the amount of $1,048,265.

Action: The Authority Board approved Resolution 23‐16‐G, which allocated Measure J Program 15 funds for FY 2023‐24 in the amount of $6,781,265 and included a reconciliation from FY 2021‐22 in the amount of $1,048,265.

3. Countywide Express Bus (Program 16)
Recommendation: Staff sought approval of Resolution 23‐17‐G, which allocated Measure J Program 16 funds for FY 2023‐24 in the amount of $5,818,325 and included a reconciliation from FY 2021‐22 in the amount of $972,255.

Action: The Authority Board approved Resolution 23‐17‐G, which allocated Measure J Program 16 funds for FY 2023‐24 in the amount of $5,818,325 and included a reconciliation from FY 2021‐22 in the amount of $972,255.

4. Sub‐Regional Central County Additional Bus Service Enhancements (Program 19a)
Recommendation: Staff sought approval of Resolution 23‐19‐G, which allocated Measure J Program 19a funds for FY 2023‐24 in the

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Attachment: CCTA Executive Summary and Board Meeting Minutes July 19, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
July 24, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc amount of $1,554,000 and included a reconciliation from FY 2021‐22 in the amount of $150,000.

Action: The Authority Board approved Resolution 23‐19‐G, which allocated Measure J Program 19a funds for FY 2023‐24 in the amount of $1,554,000 and included a reconciliation from FY 2021‐22 in the amount of $150,000.

5. Sub‐Regional West County Additional Bus Services (Program19b) Recommendation: Staff sought approval of Resolution 23‐20‐G, which allocated Measure J Program 19b funds for FY 2023‐24 in the amount of $3,008,956 and included a reconciliation from FY 2021‐22 in the amount of $481,756.

Action: The Authority Board approved Resolution 23‐20‐G, which allocated Measure J Program 19b funds for FY 2023‐24 in the amount of $3,008,956 and included a reconciliation from FY 2021‐22 in the amount of $481,756.

6. Sub‐Regional Southwest County Safe Transportation for Children – School Bus (Program 21c)
Recommendation: Staff sought approval of Resolution 23‐23‐G, which allocated Measure J Program 21c funds for FY 2023‐24 in the amount of $4,624,876 and included a reconciliation from FY 2021‐22 in the amount of $740,476.

Action: The Authority Board approved Resolution 23‐23‐G, which allocated Measure J Program 21c funds for FY 2023‐24 in the amount of $4,624,876 and included a reconciliation from FY 2021‐22 in the amount of $740,476.

7. Sub‐Regional West County Ferry Service (Program22b)
Recommendation: Staff sought approval of Resolution 23‐24‐G, which allocated Measure J Program 22b funds for FY 2023‐24 in the amount of $3,761,720.

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Attachment: CCTA Executive Summary and Board Meeting Minutes July 19, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
July 24, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc Action: The Authority Board approved Resolution 23‐24‐G, which allocated Measure J Program 22b funds for FY 2023‐24 in the amount of $3,761,720.

E. Authorization to Execute Funding Agreement No. 24‐CC with Bay Area Air Quality Management District (BAAQMD) for Work to be Performed Using the Transportation Fund for Clean Air (TFCA) County Program Manager Fundsfor Fiscal Year (FY) 2023‐24
Recommendation: Staff sought authorization for the Executive Director to execute Funding Agreement No. 24‐CC with BAAQMD in the amount of $1,694,862 for TFCA County Program Manager Funds for FY 2023‐24, for eligible projects under the County Program Manager Fund Expenditure Plan Guidance and allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Executive Director to execute Funding Agreement No. 24‐CC with BAAQMD in the amount of $1,694,862 for TFCA County Program Manager Funds for FY 2023‐24, for eligible projects under the County Program Manager Fund Expenditure Plan Guidance and allowed the Executive Director or designee to make any non‐substantive changes to the language.

F. Approval of the City of San Pablo Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff sought approval of the City of San Pablo GMP Compliance Checklist and payment of $578,639 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of San Pablo, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

Action: The Authority Board approved the City of San Pablo GMP Compliance Checklist and payment of $578,639 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of San Pablo, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

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Attachment: CCTA Executive Summary and Board Meeting Minutes July 19, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
July 24, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc G. Approval of the Contra Costa County Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) ComplianceChecklist Recommendation: Staff sought approval of the Contra Costa County GMP Compliance Checklist and payment of $4,091,521 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement fundsto Contra Costa County, with a second (off‐year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

Action: The Authority Board approved the Contra Costa County GMP Compliance Checklist and payment of $4,091,521 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to Contra Costa County, with a second (off‐year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

H. Approval of the City of El Cerrito Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff sought approval of the City of El Cerrito GMP Compliance Checklist and payment of $622,130 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of El Cerrito, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

Action: The Authority Board approved the City of El Cerrito GMP Compliance Checklist and payment of $622,130 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of El Cerrito, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

I. Quarterly Project Status Reportfor Transportation for Livable Communities and Pedestrian, Bicycle, and Trail Facilities Projects for April – June 2023
Recommendation: This was an informational item only; no staff recommendation at this time.

Action: The Authority Board received an informational report on the status of the current Measure projects.

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https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc J. Authorization to Renew Agreement No. 569 with StreetLight Data, Inc. (StreetLight) for a Countywide Multimodal Regional License (Multi‐Domain License) for an Additional One‐Year Term and Execute Amendment No. 2 to Memorandum of Understanding (MOU) No. 80.09.02 with Cities/Town Participating in the Cost Share for the License
Recommendation: Staff sought authorization to renew Agreement No. 569 with StreetLight for an additional one‐year term in the amount of $550,000 for a Multi‐Domain License and extend the agreement termination date from July 20, 2023 to July 20, 2024, and authorization for the Chair to execute Amendment No. 2 to MOU No. 80.09.02 with Cities/Town participating in the cost share for the license to extend the agreement termination date from July 20, 2023 to July 20, 2024.

Action: The Authority Board authorized staff to renew Agreement No. 569 with StreetLight for an additional one‐year term in the amount of $550,000 for a Multi‐Domain License and extend the agreement termination date from July 20, 2023 to July 20, 2024, and authorized the Chair to execute Amendment No. 2 to MOU No. 80.09.02 with Cities/Town participating in the cost share for the license to extend the agreement termination date from July 20, 2023 to July 20, 2024.

K. East County Dynamic Personal Micro‐Transit (DPMT) (Project 31001) – Authorization to Execute System Pre‐Development Agreement(SPDA)No. 656 with East County Connection Partners (ECCP)
Recommendation: Staff sought authorization for the Chair to execute SPDA No. 656 with the ECCP to advance the initial three phases of the East County DPMT project and allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Chair to execute SPDA No. 656 with the ECCP to advance the initial three phases of the East County DPMT project and allowed the Executive Director or designee to make any non‐substantive changes to the language.

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https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/July 19, 2023 RTPC Memo.doc L. Presentation on the Contra Costa Transit Landscape
Recommendation: Staff provided a presentation on the Contra Costa Transit Landscape. This was an informational item only; no staff recommendation at this time.

Action: The Authority Board received an informational report and provided feedback.

M. Approval of Fiscal Year (FY) 2023‐24 Measure J and Transportation Fund for Clean Air(TFCA) Allocation Program: Commute Alternatives/511 Contra Costa (Program 17)
Recommendation: Staff sought approval of Resolution 23‐18‐G, which allocated TFCA and Measure J Program 17 funds for FY 2023‐24 in the amount of $2,694,862, and authorized the Executive Director to execute cooperative agreements with the City of San Ramon and the West Contra Costa Transportation Advisory Committee for Measure J funding.

Action: The Authority Board approved Resolution 23‐18‐G, which allocated TFCA and Measure J Program 17 funds for FY 2023‐24 in the amount of $2,694,862, and authorized the Executive Director to execute cooperative agreements with the City of San Ramon and the West Contra Costa Transportation Advisory Committee for Measure J funding.

N. Review of the Draft Overall Work Program (OWP) for the Countywide Transportation Plan 2050 (CTP2050)
Recommendation: Staff provided an overview of the draft OWP for the CTP2050 and seek input. This was an informational item only; no staff recommendation at this time.

Action: The Authority Board received an informational report and provided feedback.

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MEETINGDATE: Wednesday, July 19, 2023
MINUTESPREPAREDBY: Tarienne Grover
MEMBERSPRESENT: STAFFPRESENT: MEMBERSABSENT:

Federal Glover, Chair/MTCRep.

Newell Arnerich, Vice Chair
Ken Carson, Commissioner
Paul Fadelli, Commissioner
Darlene Gee, Commissioner
Loella Haskew, Commissioner
Colin Clarke
Tarienne Grover
Timothy Haile
Jack Hall
Christina Hartley
John Hoang
Aaron Meadows, Commissioner
Chris Kelley, Commissioner Stephanie Hu
Sue Noack, Commissioner/MTC Rep.

Scott Perkins, Commissioner
Lamar Thorpe, Commissioner
Mark Foley, Ex­Officio Rep.

H.E. Christian Peeples, Ex­Officio Rep.

Brian Kelleher
Matt Kelly
Hisham Noeimi
Ivan Ramirez
Ying Smith
Yuliana Tjeng
Amara Morrison, Legal Counsel

1. CONVENE MEETING: Federal Glover, Chair
DISCUSSION: Chair Glover convened the meeting at 6:00 PM. Commissioners Meadows and Sos were absent. Commissioner Gee attended on behalf of Commissioner Sos.

Commissioner Thorpe and Rep. Peeples had not yet arrived.

2. PLEDGE OF ALLEGIANCE

3. PUBLIC COMMENT: Members of the public are invited to addressthe Authority regarding any item that is not listed on the agenda. Please refer to the Teleconferencing Special Notice for Public Comment guidelines.

4. PRESENTATIONS
A. Update on the Bay Bridge Forward 2020 Program – Interstate 80 (I‐80) Design Alternatives Assessment (DAA) Study
Recommendation: Staff from the Metropolitan Transportation Commission will provide an update on I‐80 DAA Study recommendations. This is an informational item only; no staff recommendation at thistime.

DISCUSSION: Hisham Noeimi, Director, Programming, introduced the item and Stefanie Homwith the Metropolitan Transportation Commission, presented the item. Ms. Hom discussed the corridor‐wide strategies that were evaluated and

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recommended, localized transit priority strategies, comparison of alternatives, the assessment of bus on shoulder, and the implementation roadmap.

Commissioners provided comments. Ms. Hom responded to comments from commissioners.

Rep. Peeples arrived at 6:08 PM and Commissioner Thorpe arrived at 6:17 PM.

CONSENT CALENDAR
ACTION: Commissioner Haskew moved to approve the consent calendar, seconded by Commissioner Noack. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Meadows
Abstain‐None

5. APPROVAL OF MINUTES
A. Authority Board Minutes of June 21, 2023

6. Administration & Projects Committee ‐ Consent:

A. Accept Monthly Accounts Payable Invoice Report for May2023 Recommendation: Staff seeks acceptance of the monthly accounts payable invoice report for May 2023.

B. Quarterly Project Status Report for April – June2023 Recommendation: This is an informational item only; no staff recommendation at this time.

C. Accept Consultant Agreement Amendments for VariousProjects Recommendation: Staff seeks authorization for the Chair to execute Amendment No. 1 to Agreement No. 591 with Beep, Inc. and Amendment No. 1 to Agreement No. 566 with Telegra, Inc. to extend the agreement termination datesto September 30, 2024, with no increase in budget.

D. Interstate 80/San Pablo Dam Road Interchange Improvements, Phase 2 (Project 7002) – Authorization to Execute Amendment No. 7 to Agreement No. 528 with Fennemore Wendel LLP (Fennemore) for Legal Services

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Recommendation: Staff seeks authorization for the Chair to execute Amendment No. 7 to Agreement No. 528 with Fennemore in the amount of $71,000, for a new total agreement value not‐to‐exceed $372,000, to provide additional legal services, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

E. Legislative Update
Recommendation: Staff will provide an update on legislation, along with addressing any questions that may arise. The Authority may take action on any item presented in the attachment or any State or Federal legislation pertaining to the Authority’s legislative program.

F. Innovate 680 – Automated Driving System (Project 8009.07) – Authorization to Execute Agreement No. 654 with May Mobility, Inc. (May Mobility) to Provide and Operate On‐Demand Wheelchair Accessible Autonomous Shuttles and Provide Necessary Autonomous Vehicle Data Services
Recommendation: Staff seeks authorization for the Chair to execute Agreement No. 654 with May Mobility in the amount of $1,059,149, to provide and operate on‐ demand wheelchair accessible autonomous shuttles, provide necessary autonomous vehicle data services, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

G. NEW ITEM: Consider the Conduct for Meetings of the Legislative Bodies of the Authority for August 2023
Recommendation: Staff requests that the Authority Board, having reconsidered the circumstances, continue conducting in‐person meetings with a hybrid component for public participation for the regular Authority Board meetings and remote meetings for all other legislative bodies of the Authority and special meetings of the Authority Board pursuant to the Brown Act provision exemptions of Assembly Bill 361 (AB361) and consistent with the Contra Costa Health Services’ recommendationsfor social distancing for public meetings, to adhere to the 30‐day reconsideration requirement of AB361.

H. NEW ITEM: Authorization to Execute Amendment No. 1 to Agreement No. 658 with Gary D. Nelson Associates, Inc. for Additional Temporary Staffing Services Recommendation: Staff seeks authorization for the Chair to execute Amendment No. 1 to Agreement No. 658 with Gary D. Nelson Associates, Inc. doing business as Nelson Connects in the amount of $80,000, for a new total agreement value of $90,000, to provide additional temporary staffing services, and to allow the Executive Director or designee to make any non‐substantive changes to the language. The term of the agreement will remain through April 12, 2024.

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I. NEW ITEM: Approval of Appointment of a California Public Employees’ Retirement System (CalPERS) Retired Annuitant asthe Interim Director, External Affairs Under Government Code Section 21221(h) and Authorization to Execute Agreement No. 660 with Luna Salaver to fill a Critical Vacancy in the Agency Recommendation: Staff seeks approval of Resolution 23‐32‐A, which will authorize the appointment of Luna Salaver, a CalPERS Retired Annuitant, to serve as the Interim Director, External Affairs effective July 20, 2023, and provide authorization forthe Executive Directorto execute Agreement No. 660 with Luna Salaver at a rate of $100 per hour, through October 31, 2023, to fill a critical vacancy in the agency.

J. NEW ITEM: Interstate 680 (I‐680)/State Route 4 (SR4) Interchange Improvements Phase 3 (Project 6001) (Project) – Approval of Resolution 23‐31‐P to Adopt Amendment No. 1 to the 2022 Measure J Strategic Plan and Authorization to Execute Amendment No. 1 to Agreement No. 579 with Theodora Oringher PC (Theodora) for legal services, Amendment No. 4 to Agreement No. 473 with NV5 Global, Inc. (NV5) for Construction Management (CM) services, and Amendment No. 5 to Agreement No. 521 with Cole Management and Engineering, Inc. (CME) for Program and Project Management (PPM) Services
Recommendation: Staff seeks approval of Resolution 23‐31‐P, which will adopt Amendment No. 1 to the 2022 Measure J Strategic Plan, to reprogram $775,000 from the Central County Construction Reserve to the Project; and authorization for the Chair to execute Amendment No. 1 to Agreement No. 579 with Theodora in the amount of $500,000, for a new total agreement value of $800,000 to provide legal services; Amendment No. 4 to Agreement No. 473 with NV5 in the amount of $100,000, for a new total agreement value of $9,724,978 to provide CM services; and Amendment No. 5 to Agreement No. 521 with CME in the amount of $125,000, for a new total agreement value of $5,471,912.90 for PPM services, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

K. NEW ITEM: Office Layout, Modernization, and Reconfiguration Services Recommendation: Staff seeks approval of Resolution 23‐33‐A, which will authorize the Executive Director to utilize up to $250,000 in Administration account funds for office layout, modernization, and reconfiguration services, and to allow the Executive Director or designee to enter into agreements with multiple vendors and agencies required to complete the work within the established budget.

7. Planning Committee ‐ Consent:

A. Approval of Fiscal Year (FY) 2023‐24 Measure J Allocation:

1. Countywide Bus Services (Program 14)

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Recommendation: Staff seeks approval of Resolution 23‐15‐G allocating Measure J Program 14 funds for FY 2023‐24 in the amount of $6,757,134, which includes a reconciliation from FY 2021‐22 in the amountof $1,120,634.

2. Countywide Transportation Services for Seniors and People with Disabilities (Program 15)
Recommendation: Staff seeks approval of Resolution 23‐16‐G to allocate Measure J Program 15 funds for FY 2023‐24 in the amount of $6,781,265, which includes a reconciliation from FY 2021‐22 in the amount of $1,048,265.

3. Countywide Express Bus (Program 16)
Recommendation: Staff seeks approval of Resolution 23‐17‐G to allocate Measure J Program 16 funds for FY 2023‐24 in the amount of $5,818,325, which includes a reconciliation from FY 2021‐22 in the amount of $972,255.

4. Sub‐Regional Central County Additional Bus Service Enhancements(Program 19a)
Recommendation: Staff seeks approval of Resolution 23‐19‐G to allocate Measure J Program 19a funds for FY 2023‐24 in the amount of $1,554,000, which includes a reconciliation from FY 2021‐22 in the amount of $150,000.

5. Sub‐Regional West County Additional Bus Services (Program19b) Recommendation: Staff seeks approval of Resolution 23‐20‐G to allocate Measure J Program 19b funds for FY 2023‐24 in the amount of $3,008,956, which includes a reconciliation from FY 2021‐22 in the amount of $481,756.

6. Sub‐Regional Southwest County Safe Transportation for Children – School Bus (Program 21c)
Recommendation: Staff seeks approval of Resolution 23‐23‐G to allocate Measure J Program 21c funds for FY 2023‐24 in the amount of $4,624,876, which includes a reconciliation from FY 2021‐22 in the amount of $740,476.

7. Sub‐Regional West County Ferry Service (Program22b)
Recommendation: Staff seeks approval of Resolution 23‐24‐G to allocate Measure J Program 22b funds for FY 2023‐24 in the amount of $3,761,720.

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B. Authorization to Execute Funding Agreement No. 24‐CC with Bay Area Air Quality Management District (BAAQMD) for Work to be Performed Using the Transportation Fund for Clean Air (TFCA) County Program Manager Funds for Fiscal Year (FY) 2023‐24
Recommendation: Staff seeks authorization for the Executive Director to execute Funding Agreement No. 24‐CC with BAAQMD in the amount of $1,694,862 for TFCA County Program Manager Funds for FY 2023‐24, for eligible projects under the County Program Manager Fund Expenditure Plan Guidance, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

C. Approval of the City of San Pablo Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff seeks approval of the City of San Pablo GMP Compliance Checklist and payment of $578,639 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of San Pablo, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

D. Approval of the Contra Costa County Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff seeks approval of the Contra Costa County GMP Compliance Checklist and payment of $4,091,521 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement fundsto Contra Costa County, with a second (off‐year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

E. Approval of the City of El Cerrito Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff seeks approval of the City of El Cerrito GMP Compliance Checklist and payment of $622,130 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of El Cerrito, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

F. Quarterly Project Status Reportfor Transportation for Livable Communities and Pedestrian, Bicycle, and Trail Facilities Projects for April – June 2023 Recommendation: This is an informational item only; no staff recommendation at this time.

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G. Approval of Proposed Actions to Various FundingResolutions Recommendation: Staff seeks approval of Resolution 19‐41‐G (Rev 2), which will extend the term of the resolution through July 17, 2024 with the City of Richmond, and reallocate the remaining funding from the environmental and design phase to the construction phase; and approval of Resolution 19‐45‐G (Rev 2), which will extend the term of the resolution through September 18, 2025 with the City of Hercules, and reallocate the remaining funding from the design phase to the construction phase.

H. Authorization to Renew Agreement No. 569 with StreetLight Data, Inc. (StreetLight) for a Countywide Multimodal Regional License (Multi‐Domain License) for an Additional One‐Year Term and Execute Amendment No. 2 to Memorandum of Understanding (MOU) No. 80.09.02 with Cities/Town Participating in the Cost Share for the License
Recommendation: Staff seeks authorization to renew Agreement No. 569 with StreetLight for an additional one‐year term in the amount of $550,000 for a Multi‐ Domain License and extend the agreement termination date from July 20, 2023 to July 20, 2024, and authorization for the Chair to execute Amendment No. 2 to MOU No. 80.09.02 with Cities/Town participating in the cost share for the license to extend the agreement termination date from July 20, 2023 to July 20, 2024.

REGULAR AGENDA ITEMS

8. Administration & Projects Committee ‐ Regular:

A. East County Dynamic Personal Micro‐Transit (DPMT) (Project 31001) – Authorization to Execute System Pre‐Development Agreement(SPDA)No. 656 with East County Connection Partners (ECCP)
Recommendation: Staff seeks authorization for the Chair to execute SPDA No. 656 with the ECCP to advance the initial three phases of the East County DPMT project, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

ACTION: Vice Chair Arnerich moved to authorize the Chair to execute System Pre‐ Development Agreement No. 656 with the East County Connection Partners to advance the initial three phases of the East County Dynamic Personal Micro‐ Transit project, and to allow the Executive Director or designee to make any non‐ substantive changes to the language, seconded by Commissioner Kelley. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Meadows
Abstain‐None

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DISCUSSION: Stephanie Hu, Director, Projects, provided a background of the Dynamic Personal Micro‐Transit project, discussed the project delivery strategy model, scope‐of‐work, and phases for the System Pre‐Development Agreement (SPDA), industry participation,refinements, and development ofthe SPDA, and the evaluation process and selection of the proposal received.

Commissioners provided comments. Staff responded to comments from commissioners.

Public Comment:

Mark Seeger, Glydways
B. Authorization to Execute Agreement No. 657 with Baker Tilly US, LLP (Baker Tilly) to Conduct an Organizational Assessment
Recommendation: Staff seeks authorization for the Chair to execute Agreement No. 657 with Baker Tilly in the amount of $45,000 to conduct an Organizational Assessment, and to allow the Executive Director or designee to make any non‐ substantive changes to the language.

ACTION: Commissioner Fadelli moved to authorize the Chair to execute Agreement No. 657 with Baker Tilly US, LLP in the amount of $45,000 to conduct an Organizational Assessment, and to allow the Executive Director or designee to make any non‐substantive changes to the language, seconded by Commissioner Carlson. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Meadows
Abstain‐None
DISCUSSION: Tarienne Grover, Director, Administrative Services, provided on overview of the Authority’s initiatives and goals such as complex technology projects, CCTA 4.0, operations and maintenance, formation of a Coordinating Entity and Office of Accessibility and Equity, and the need for increased staffing to better support the local jurisdictions, which led to the need for an organizational assessment to ensure the proper staffing and structure are in place.

9. Planning Committee ‐ Regular:

A. NEW ITEM: Presentation on the Contra Costa Transit Landscape Recommendation: Staff will provide a presentation on the Contra Costa Transit Landscape. This is an informational item only; no staff recommendation at this time.

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DISCUSSION: Ying Smith, Director, Mobility Programs, provided an overview of the service providers in Contra Costa County including bus, rail, and ferry, and discussed each of the bus transit operators’ service area, population, ridership, revenue hours, fleet size, annual operating budget, services, and zero‐emission bus plan. Ms. Smith further discussed ridership trends, bus transit revenue sources, Measure J transit fund allocations, Integrated Transit Plan project oversight committee kickoff and interviews, coordination with transit agency studies and regional initiatives, and provided a project status update.

Commissioners and Representatives provided comments. Staff responded to comments from commissioners.

Commissioner Thorpe left at 7:17 PM and returned at 7:24 PM.

Public Comment:

Bill Churchill, Central Contra Costa Transit Authority, dba County Connection Rashidi Barnes, Eastern Contra Costa Transit Authority, dba Tri Delta Transit Bruce Ohlson, East Contra Costa County resident
Rob Thompson, West Contra Costa Transit Authority, dba WestCAT, provided written public comment.

Rep. Foley left at 7:23 PM.

B. Approval of Fiscal Year (FY) 2023‐24 Measure J and Transportation Fund for Clean Air (TFCA) Allocation Program: Commute Alternatives/511 Contra Costa (Program 17)
Recommendation: Staff seeks approval of Resolution 23‐18‐G to allocate TFCA and Measure J Program 17 fundsfor FY 2023‐24 in the amount of $2,694,862, and authorize the Executive Director to execute cooperative agreements with the City of San Ramon and the West Contra Costa Transportation Advisory Committee for Measure J funding.

ACTION: Commissioner Noack moved to approve Resolution 23‐18‐G to allocate Transportation Fund for Clean Air and Measure J Program 17 funds for Fiscal Year 2023‐24 in the amount of $2,694,862, and authorize the Executive Director to execute cooperative agreements with the City of San Ramon and the West Contra Costa Transportation Advisory Committee for Measure J funding, seconded by Vice Chair Arnerich. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Meadows
Abstain‐None

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DISCUSSION: Ying Smith, Director, Mobility Programs, introduced the item and Kirsten Riker with 511 Contra Costa presented the item. Ms. Riker provided an overview of the 511 Contra Costa program, website, social media, monthly news, events such as Bike to Work Day, commute planning programs, Guaranteed Ride Home program, incentives for green commutes, eBike rebate program, youth programs, and community programs such as the Summer Bike Challenge.

Ms. Smith spoke about future Transportation Demand Management improvements in 2024 and beyond, provided an update on the Countywide Safe Routesto School Bicycle/Pedestrian Safety Education and Encouragement Program, and discussed commute alternatives.

Commissioners provided comments. Staff and Ms. Rikerresponded to comments from commissioners.

Commissioner Thorpe left at 7:37 PM and returned at 7:49 PM.

Chair Glover left at 7:46 PM and returned at 7:49 PM.

C. Review of the Draft Overall Work Program (OWP) for the Countywide Transportation Plan 2050 (CTP2050)
Recommendation: Staff will provide an overview of the draft OWP for the CTP2050 and seek input. This is an informational item only; no staff recommendation at this time.

DISCUSSION: John Hoang, Director, Planning, provided an update on the five action plans, and discussed the performance framework, overview of the Countywide Transportation Plan (CTP) phases, stakeholder input, public outreach, policy papers, vision, proposed goals, and schedule for CTP 2050.

Commissioners provided comments. Staff responded to comments from commissioners.

10. CORRESPONDENCE AND COMMUNICATIONS

11. ASSOCIATED COMMITTEE REPORTS
A. Central County (TRANSPAC): Notice of Cancellation for the regular meeting on July 13, 2023
B. East County (TRANSPLAN): Meeting Report for the regular meeting on July 13, 2023 (Meeting handout if available)
C. Southwest County (SWAT): Meeting Report for the regular meeting on July 10, 2023

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D. West County (WCCTAC): Meeting Report for the regular meeting on June 23, 2023

12. AUTHORITY BOARD AND STAFF COMMENTS
A. Chair's Comments and Reports
B. Commissioners' and Ex‐Officio Representatives’ Comments and Reports on Activities and Meetings
DISCUSSION: Commissioner Kelley discussed the Authority’s 2023 Summer Event Series and her attendance at the events in the cities of Pinole and Pittsburg.

Commissioner Perkins provided a brief introduction and update on past Commissioner Hudson. He also announced a conflict with the Authority Board meeting and League of California Cities conference in September 2023.

Rep. Peeples announced that he attended the University of California, Davis Institute of Transportation Studies 19th Biennial Asilomar Conference on Transportation & Climate Policy from July 11-14, 2023 in Pacific Grove, CA.

C. Executive Staff Comments
DISCUSSION: Timothy Haile, Executive Director, welcomed new Commissioner Perkins, Commissioner Alt. Gee, and Luna Salaver as the Interim Director, External Affairs. Mr. Haile discussed the Authority’s website, 511 Contra Costa program website, social media data metrics and communications update that will be provided in the Executive Director’s Report and the visual public dashboard that is being created. He further provided a Presto update, discussed the Summer Events Series, announced the Authority Board Workshop on October 19‐20, 2023, special Authority Board meeting to be held remotely on August 16, 2023, and upcoming full closure on Interstate 80 in the City of Hercules for a pavement rehabilitation project.

13. CALENDAR
A. July, August, September, and October 2023
B. Calendar of Upcoming Events

14. ADJOURNMENT to the next regular meeting proposed for September 20, 2023 at 6:00 PM.

DISCUSSION: The meeting was adjourned at 8:17 PM.

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COMMISSIONERS
Federal Glover,
Chair
Newell Arnerich,
Vice Chair
Ken Carlson
Paul Fadelli
Loella Haskew
Chris Kelley
Aaron Meadows
Sue Noack
Scott Perkins
Renata Sos
Lamar Thorpe
Timothy Haile,
Executive Director
2999 Oak Road
Suite 100
Walnut Creek
CA 94597
PHONE: 925.256.4700
FAX: 925.256.4701
www.ccta.net
https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc

MEMORANDUM
To: Matt Todd, TRANSPAC
Chris Weeks, SWAT
Robert Sarmiento, TRANSPLAN
Sai Midididdi, TVTC
John Nemeth, WCCTAC
Sivakumar Natarajan, LPMC
From: Timothy Haile, Executive Director
Date: October 10, 2023
Re: Items of interest for circulation to the Regional Transportation Planning Committees (RTPCs)
At its September 13, 2023 meeting, the Authority discussed the following items, which may be of interests to the Regional Transportation Planning Committees:

A. Senate Bill 1 – Formulaic Local Partnership Program (LPP) Funds Programming for Countywide Smart Signals Project
Recommendation: Staff sought approval of Resolution 23‐34‐P, which would authorize the programming of $232,000 in additional formulaic LPP funds, for a new total amount of $2.732 million, to the Countywide Smart Signals project.

Action: The Authority Board approved Resolution 23‐34‐P, which authorized the programming of $232,000 in additional formulaic LPP funds, for a new total amount of $2.732 million, to the Countywide Smart Signals project.

B. Innovate 680 ‐ Shared Mobility Hubs (SMH) (Project 8009.04) – Approval of Federal Funding for the Martinez Amtrak Station SMH

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https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc Recommendation: Staff sought approval of Resolution 23‐37‐P, which would provide local support for the Martinez Amtrak Station SMH.

Action: The Authority Board approved Resolution 23‐37‐P, which provided local support for the Martinez Amtrak Station SMH.

C. Innovate 680 – Bay Area Mobility‐on‐Demand (MOD)/Mobility‐as‐a‐Service (Project 8009.05):

1. Authorization to Execute Amendment No. 2 to Agreement No. 548 with American Automobile Association Northern California, Nevada and Utah (AAA NCNU) to Provide Prototype Testing, Integration of Mobility Assets, Deploy Carshare and Shared Autonomous Vehicle Fleets, and Install Electric Vehicle (EV) Charging Equipment Services Recommendation: Staff sought authorization for the Chair to execute Amendment No. 2 to Agreement No. 548 with AAA NCNU to reduce the agreement amount by $388,108, for a new total agreement value of $2,318,892, to eliminate the Scope‐of‐Work related to providing and installing EV charging equipment, to reduce the operations and maintenance period of the ten carshare deliverables to eight months from the launch of the MOD application, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Chair to execute Amendment No. 2 to Agreement No. 548 with AAA NCNU to reduce the agreement amount by $388,108, for a new total agreement value of $2,318,892, to eliminate the Scope‐of‐Work related to providing and installing EV charging equipment, to reduce the operations and maintenance period of the ten carshare deliverables to eight months from the launch of the MOD application, and allowed the Executive Director or designee to make any non‐substantive changes to the language.

2. Authorization to Execute Amendment No. 1 to Agreement No. 622 with the Central Contra Costa Transit Authority (County Connection) to Provide Project Support Services

9.3.b
Packet Pg. 56
Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc Recommendation: Staff sought authorization for the Chair to execute Amendment No. 1 to Agreement No. 622 with County Connection to reduce the agreement value by $200,000, for a new total agreement value of $300,000, to eliminate the Scope‐of‐Work related to developing and integrating the connection protection platform with Clever Devices, to integrate the connection protection platform with County Connection’s dispatching platform, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Chair to execute Amendment No. 1 to Agreement No. 622 with County Connection to reduce the agreement value by $200,000, for a new total agreement value of $300,000, to eliminate the Scope‐of‐Work related to developing and integrating the connection protection platform with Clever Devices, to integrate the connection protection platform with County Connection’s dispatching platform, and allowed the Executive Director or designee to make any non‐substantive changes to the language.

D. Innovate 680 – Automated Driving System (Project 8009.07) – Authorization to Execute Agreement No. 663 with Beep, Inc. (Beep) and the Golden Rain Foundation to Access and Deploy Shared Autonomous Vehicles (SAV) at the Rossmoor Retirement Community (Rossmoor)
Recommendation: Staff sought authorization for the Chair to execute Agreement No. 663 with Beep and the Golden Rain Foundation in the amount of $50,000, to fund infrastructure improvements to allow the deployment and operation of first‐ and last‐mile SAVs at Rossmoor, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Chair to execute Agreement No. 663 with Beep and the Golden Rain Foundation in the amount of $50,000, to fund infrastructure improvements to allow the deployment and operation of first‐ and last‐mile SAVs at Rossmoor and allowed the Executive Director or designee to make any non‐substantive changes to the language.

9.3.b
Packet Pg. 57
Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc E. Consider the Conduct for Meetings of the Legislative Bodies of the Authority for October 2023
Recommendation: Staff requested that the Authority Board, having reconsidered the circumstances, continue conducting in‐person meetings with a hybrid component for public participation for the regular Authority Board meetings and remote meetings for all other legislative bodies of the Authority and special meetings of the Authority Board pursuant to the Brown Act provision exemptions of Assembly Bill 361 (AB361) and consistent with the Contra Costa Health Services’ recommendations for social distancing for public meetings, to adhere to the 30‐day reconsideration requirement of AB361.

Action: The Authority Board authorized staff to continue conducting in‐person meetings with a hybrid component for public participation for the regular Authority Board meetings and remote meetings for all other legislative bodies of the Authority and special meetings of the Authority Board pursuant to the Brown Act provision exemptions of AB361 and consistent with the Contra Costa Health Services’ recommendations for social distancing for public meetings, to adhere to the 30‐day reconsideration requirement of AB361.

F. Authorization to Execute Amendment No. 2 to Agreement No. 590 with Lyons‐ Newman Consulting (Lyons‐Newman) to Provide Services in Support of the Accessible Transportation Strategic Plan Task Force’s Assignment to Develop and Seat a Coordinating Entity for Accessible Transportation Services in Contra Costa County
Recommendation: Staff sought authorization for the Executive Director to execute Amendment No. 2 to Agreement No. 590 with Lyons‐Newman to extend the termination date to June 30, 2024, with no increase in budget, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Executive Director to execute Amendment No. 2 to Agreement No. 590 with Lyons‐Newman to extend the termination date to June 30, 2024, with no increase in budget, and allowed the Executive Director or designee to make any non‐substantive changes to the language.

9.3.b
Packet Pg. 58
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October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc G. Approval of the City of San Ramon Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff sought approval of the City of San Ramon GMP Compliance Checklist and payment of $1,263,721 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of San Ramon, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

Action: The Authority Board approved the City of San Ramon GMP Compliance Checklist and payment of $1,263,721 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of San Ramon, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

H. Approval of the City of Oakley Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff sought approval of the City of Oakley GMP Compliance Checklist and payment of $833,010 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of Oakley, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

Action: The Authority Board approved the City of Oakley GMP Compliance Checklist and payment of $833,010 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of Oakley, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

I. Authorization to Execute Funding Memorandum of Understanding (MOU) Agreement No. 662 with Contra Costa County for $560,000 of Measure X Funds to Support Implementation of the Accessible Transportation Strategic Plan
Recommendation: Staff sought authorization for the Chair to execute Funding MOU Agreement No. 662 with Contra Costa County for the Authority to receive $560,000 in Measure X funding through June 30, 2025, authorize

9.3.b
Packet Pg. 59
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October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc the funds to be used for the tasks identified in the Service Plan in Agreement No. 662, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized the Chair to execute Funding MOU Agreement No. 662 with Contra Costa County for the Authority to receive $560,000 in Measure X funding through June 30, 2025, authorized the funds to be used for the tasks identified in the Service Plan in Agreement No. 662, and allowed the Executive Director or designee to make any non‐substantive changes to the language.

J. Countywide Transportation Plan (CTP) Environmental Impact Report (EIR) ‐ Approval to Release Request for Proposals (RFP) No. 23‐2 for Preparation of the CTP EIR
Recommendation: Staff sought approval to release RFP No. 23‐2 to prepare the EIR for the 2025 update of the CTP.

Action: The Authority Board authorized staff to release RFP No. 23‐2 to prepare the EIR for the 2025 update of the CTP.

K. East Bay Regional Park District (EBRPD) – Point Pinole Park, Wildcat Creek Trail Rehabilitation, 2023 West County (Project 130032) – Request for Approval of Resolution 23‐08‐G Programming and Appropriating $490,000 in Annual Share of Measure J Pedestrian, Bicycle and Trail Facilities (PBTF) Funds for Construction Phase
Recommendation: Staff sought approval of Resolution 23‐08‐G, which would program and appropriate Measure J PBTF (Program 13) funds in the amount of $490,000 to the EBRPD for the construction phase of the rehabilitation of the Point Pinole Park, Wildcat Creek Trail (Project 130032).

Action: The Authority Board approved Resolution 23‐08‐G, which programmed and appropriated Measure J PBTF (Program 13) funds in the amount of $490,000 to the EBRPD for the construction phase of the rehabilitation of the Point Pinole Park, Wildcat Creek Trail (Project 130032).

9.3.b
Packet Pg. 60
Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc L. Release of the Draft 2023 Congestion Management Program (CMP) for Contra Costa
Recommendation: Staff sought approval to release the Draft 2023 CMP to interested parties for review and comment.

Action: The Authority Board authorized staff to release the Draft 2023 CMP to interested parties for review and comment.

M. Approval of Resolution 23‐35‐G to Allocate Regional Measure 3 (RM3) Funds to the North Bay Access Transit Improvements – Central Contra Costa Transit Authority dba County Connection (CCCTA) Bus Replacement Recommendation: Staff sought approval to adopt Resolution 23‐35‐G supporting CCCTA’s allocation request for RM3 funds in the amount of $5 million for bus replacements and forward the resolution and recommendation to the Metropolitan Transportation Commission, pending approval from the CCCTA Board of Directors.

Action: The Authority Board approved Resolution 23‐35‐G, which supported CCCTA’s allocation request for RM3 funds in the amount of $5 million for bus replacements and authorized staff to forward the resolution and recommendation to the Metropolitan Transportation Commission, pending approval from the CCCTA Board of Directors.

N. 2024 State Transportation Improvement Program (STIP) Candidate Projects Recommendation: Staff sought authorization to program $10.529 million in STIP funding to the Town of Moraga (Town) for the St. Mary’s Road Multimodal Safety Improvements project, authorization for the Chair to execute Agreement No. 661 with the Town for the exchange of $536,000 in STIP funds with an equal amount of the Town’s future share of Measure J return‐to‐source funds, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

Action: The Authority Board authorized staff to program $10.529 million in STIP funding to the Town of Moraga (Town) for the St. Mary’s Road Multimodal Safety Improvements project, authorized the Chair to execute Agreement No. 661 with the Town for the exchange of $536,000 in STIP funds

9.3.b
Packet Pg. 61
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October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc with an equal amount of the Town’s future share of Measure J return‐to‐source funds, and allowed the Executive Director or designee to make any non‐substantive changes to the language.

O. Appoint One Board Member to Serve on the Iron Horse Corridor Management Program Advisory Committee (Committee)
Recommendation: Staff sought Authority Board appointment of one Board Member to serve on the Committee or authorize the Executive Director to assign a staff member to represent the Authority on the Committee.

Action: The Authority Board appointed Vice Chair Arnerich to serve as the primary member on the Committee for a two-year term effective September 13, 2023 through September 13, 2025.

P. NEW ITEM: Appoint One Primary Board Member and One Alternate Board Member to Serve on the San Joaquin Joint Powers Authority (SJJPA) Board Recommendation: Staff sought Authority Board appointment of one primary Board Member and one Alternate Board Member to serve on the SJJPA Board effective September 13, 2023.

Action: The Authority Board appointed Commissioner Alt. Burgis to serve as the primary member and Commissioner Meadows to serve as the alternate member on the SJJPA Board effective September 13, 2023. Their terms remain in effect so long as they continue serving on the Authority Board.

Q. Approval to Proceed with a Countywide Means‐Based Fare Program (Program) and Allocation of Contra Costa County Measure X Funds to Eastern Contra Costa Transit Authority, dba Tri Delta Transit (ECCTA) for the Ongoing Operation of the Program in the ECCTA Service Area
Recommendation: Staff sought approval to proceed with a countywide program for 12 months and approval of Resolution 23‐36‐G to allocate up to $194,600 in Contra Costa County Measure X funds to ECCTA in Fiscal Year 2023‐24 for the cost of implementing the Program in its service area, including staff costs, Paratransit tickets, and postage/materials costs.

9.3.b
Packet Pg. 62
Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) RTPC Memorandum
October 10, 2023

https://cctauthority.sharepoint.com/sites/Common/09Correspondences/RTPC Memos/2023/September 13, 2023 RTPC Memo.doc Action: The Authority Board authorized staff to proceed with a countywide program for 12 months and approved Resolution 23‐36‐G, which allocated up to $194,600 in Contra Costa County Measure X funds to ECCTA in Fiscal Year 2023‐24 for the cost of implementing the Program in its service area, including staff costs, Paratransit tickets, and postage/materials costs.

R. Receive an Update on the California Public Utilities Commission Local Agency Technical Assistance Grant for the Contra Costa Countywide Broadband Strategic Plan (Plan) in the amount of up to $500,000 and Signed Consent Form Accepting the Terms of the Grant and Authorize the Issuance of a Task Order with Kimley‐ Horn and Associates (KHA) to Develop the Plan
Recommendation: Staff sought authorization to issue and execute Task Order No. 4 with KHA in an amount not‐to‐exceed $500,000, for development of the Plan, with a termination date of June 30, 2025.

Action: The Authority Board authorized staff to issue and execute Task Order No. 4 with KHA in an amount not‐to‐exceed $500,000, for development of the Plan, with a termination date of June 30, 2025.

9.3.b
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Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) Authority Board Special Meeting MINUTES
MEETINGDATE:

MINUTESPREPAREDBY:

MEMBERSPRESENT: MEMBERS ABSENT:

Federal Glover, Chair/MTCRep.

Newell Arnerich, Vice Chair
Ken Carlson, Commissioner
Paul Fadelli, Commissioner
Loella Haskew, Commissioner
Chris Kelley, Commissioner
Aaron Meadows, Commissioner
Sue Noack, Commissioner/MTC
Scott Perkins, Commissioner
Renata Sos, Commissioner
H.E. Christian Peeples, Ex­Officio Rep.

Lamar Thorpe, Commissioner
Mark Foley, Ex­Officio Rep.

Wednesday, September 13, 2023
Tarienne Grover
STAFFPRESENT:

Colin Clarke
Tarienne Grover
Timothy Haile
Jack Hall
John Hoang
Stephanie Hu
Rashida Kamara
Brian Kelleher
Matt Kelly
Daniel Mermelstein
Hisham Noeimi
Emily Owen
Ivan Ramirez
Ying Smith
Yuliana Tjeng
Amara Morrison, Legal Counsel

1. CONVENE MEETING: Federal Glover, Chair
DISCUSSION: Chair Glover convened the meeting at 6:00 PM. Commissioner Sos and Rep. Peeples were absent.

2. PLEDGE OF ALLEGIANCE

3. PUBLIC COMMENT: Members of the public are invited to addressthe Authority regarding any item that is not listed on the agenda. Please refer to the Teleconferencing Special Notice for Public Comment guidelines.

DISCUSSION: There were no public comments on items not on the agenda. Rep. Peeples announced that he will be attending remotely as a member of the public.

4. PRESENTATIONS

CONSENT CALENDAR

9.3.b
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September 13, 2023

ACTION: Commissioner Noack moved to approve the consent calendar,seconded by Commissioner Meadows. The motion was adopted by unanimous vote of the commissioners present, unless otherwisenoted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None

5. APPROVAL OF MINUTES
A. Authority Board Minutes of July 19, 2023
B. Authority Board Special Minutes of August 16, 2023

6. Administration & Projects Committee ‐ Consent:

A. Accept Monthly Accounts Payable Invoice Report for June through July 2023 Recommendation: Staff seeks acceptance of the monthly accounts payable invoice report for June through July 2023.

B. Accept Quarterly Cash and Investment Report for the Period Ended June 30, 2023 Recommendation: Staff seeks acceptance of the quarterly cash and investment report for the period ended June 30, 2023.

C. Accept Quarterly Sales Tax Revenue Report for the Period Ended March 31, 2023 Recommendation: Staff seeks acceptance of the quarterly sales tax revenue report for the period ended March 31, 2023.

D. Approval of Proposed Action to FundingResolution
Recommendation: Staff seeks approval of Resolution 07‐21‐P (Rev 7), which will extend the term of the resolution to December 19, 2024 with Contra Costa County, for the State Route 4 (SR4) Widening Project, Somersville Road to SR160 (Project 1407/3001).

E. Senate Bill 1 – Formulaic Local Partnership Program (LPP) Funds Programming for Countywide Smart Signals Project
Recommendation: Staff seeks approval of Resolution 23‐34‐P, which will authorize the programming of $232,000 in additional formulaic LPP funds, for a new total amount of $2.732 million, to the Countywide Smart Signals project.

F. Select Firms and Jurisdictions for Measure J Compliance Audits for Fiscal Year (FY) 2022‐23
Recommendation: Staff seeks approval of the three recipients of Measure J funds

9.3.b
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September 13, 2023

selected for a Compliance Audit and to proceed with reviewing the Compliance Audit requirements with the firms and agencies selected.

G. Interstate 680/State Route 4 Interchange Improvements, Phases 1, 2A, and 4 (Project 6001) (Project) – Authorization to Execute Utility Agreement No. 662 with Crimson Pipeline (Crimson) to Provide Design Services
Recommendation: Staff seeks authorization for the Chair to execute Utility Agreement No. 662 with Crimson in an amount not‐to‐exceed $275,000, to provide complete design, and 100% Plans, Specifications, and Estimates to relocate the 20‐ inch oil pipeline in conflict with the Project and to allow the Executive Director or designee to make any non‐substantive changes to the language.

H. Innovate 680 ‐ Shared Mobility Hubs(SMH) (Project 8009.04) – Approval of Federal Funding for the Martinez Amtrak StationSMH
Recommendation: Staff seeks approval of Resolution 23‐37‐P, which will provide local support for the Martinez Amtrak Station SMH.

I. Innovate 680 – Bay Area Mobility‐on‐Demand (MOD)/Mobility‐as‐a‐Service (Project 8009.05):

1. Authorization to Execute Amendment No. 2 to Agreement No. 548 with American Automobile Association Northern California, Nevada and Utah (AAA NCNU) to Provide Prototype Testing, Integration of Mobility Assets, Deploy Carshare and Shared Autonomous Vehicle Fleets, and InstallElectric Vehicle (EV) Charging Equipment Services
Recommendation: Staff seeks authorization for the Chair to execute Amendment No. 2 to Agreement No. 548 with AAA NCNU to reduce the agreement amount by $388,108, for a new total agreement value of $2,318,892, to eliminate the Scope‐of‐Work related to providing and installing EV charging equipment, to reduce the operations and maintenance period of the ten carshare deliverables to eight months from the launch of the MOD application, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

2. Authorization to Execute Amendment No. 1 to Agreement No. 622 with the Central Contra Costa Transit Authority (County Connection) to Provide Project Support Services
Recommendation: Staff seeks authorization for the Chair to execute Amendment No. 1 to Agreement No. 622 with County Connection to reduce the agreement value by $200,000, for a new total agreement value of $300,000, to eliminate the Scope‐of‐Work related to developing and integrating the connection protection platform with Clever Devices, to integrate the connection protection platformwith County Connection’s

9.3.b
Packet Pg. 66
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September 13, 2023

dispatching platform, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

J. Innovate 680 – Automated Driving System (Project 8009.07) – Authorization to Execute Agreement No. 663 with Beep, Inc. (Beep) and the Golden Rain Foundation to Access and Deploy Shared Autonomous Vehicles (SAV) at the Rossmoor Retirement Community (Rossmoor)
Recommendation: Staff seeks authorization for the Chair to execute Agreement No. 663 with Beep and the Golden Rain Foundation in the amount of $50,000, to fund infrastructure improvements to allow the deployment and operation of first‐ and last‐mile SAVs at Rossmoor, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

K. Legislative Update
Recommendation: Staff will provide an update on legislation, along with addressing any questions that may arise. The Authority may take action on any item presented in the attachment or any State or Federal legislation pertaining to the Authority’s legislative program.

L. NEW ITEM: Consider the Conduct for Meetings of the Legislative Bodies of the Authority for October 2023
Recommendation: Staff requests that the Authority Board, having reconsidered the circumstances, continue conducting in‐person meetings with a hybrid component for public participation for the regular Authority Board meetings and remote meetings for all other legislative bodies of the Authority and special meetings of the Authority Board pursuant to the Brown Act provision exemptions of Assembly Bill 361 (AB361) and consistent with the Contra Costa Health Services’ recommendationsfor social distancing for public meetings, to adhere to the 30‐day reconsideration requirement of AB361.

M. NEW ITEM: Reject Claim by Vincent Jones
Recommendation: Staff seeks approval of Resolution 23‐38‐A, which will reject the claim and authorize the Executive Director to notify the claimant accordingly.

7. Planning Committee ‐ Consent:

A. Authorization to Execute Amendment No. 2 to Agreement No. 590 with Lyons‐ Newman Consulting (Lyons‐Newman) to Provide Services in Support of the Accessible Transportation Strategic Plan Task Force’s Assignment to Develop and Seat a Coordinating Entity for Accessible Transportation Services in Contra Costa County

9.3.b
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September 13, 2023

Recommendation: Staff seeks authorization for the Executive Director to execute Amendment No. 2 to Agreement No. 590 with Lyons‐Newman to extend the termination date to June 30, 2024, with no increase in budget, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

B. Approval of the City of San Ramon Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) ComplianceChecklist
Recommendation: Staff seeks approval of the City of San Ramon GMP Compliance Checklist and payment of $1,263,721 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of San Ramon, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

C. Approval of the City of Oakley Calendar Years 2020 and 2021 Measure J Growth Management Program (GMP) Compliance Checklist
Recommendation: Staff seeks approval of the City of Oakley GMP Compliance Checklist and payment of $833,010 in Fiscal Year (FY) 2021‐22 Local Street Maintenance and Improvement funds to the City of Oakley, with a second (off‐ year) payment of FY 2022‐23 funds on the one‐year anniversary of the first payment.

D. Authorization to Execute Funding Memorandum of Understanding (MOU) Agreement No. 662 with Contra Costa County for $560,000 of Measure X Fundsto Support Implementation of the Accessible Transportation Strategic Plan Recommendation: Staff seeks authorization for the Chair to execute Funding MOU Agreement No. 662 with Contra Costa County for the Authority to receive $560,000 in Measure X funding through June 30, 2025, authorize the funds to be used for the tasks identified in the Service Plan in Agreement No. 662, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

E. Countywide Transportation Plan (CTP) Environmental Impact Report (EIR) ‐ Approval to Release Request for Proposals (RFP) No. 23‐2 for Preparation of the

CTP EIR
Recommendation: Staff seeks approval to release RFP No. 23‐2 to prepare the EIR for the 2025 update of the CTP.

F. East Bay Regional Park District (EBRPD) – Point Pinole Park, Wildcat Creek Trail Rehabilitation, 2023 West County (Project 130032) – Request for Approval of Resolution 23‐08‐G Programming and Appropriating $490,000 in Annual Share of Measure J Pedestrian, Bicycle and Trail Facilities (PBTF) Funds for Construction

9.3.b
Packet Pg. 68
Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) Authority Board Special Meeting MINUTES
September 13, 2023

Phase
Recommendation: Staff seeks approval of Resolution 23‐08‐G, which will program and appropriate Measure J PBTF (Program 13) funds in the amount of $490,000 to the EBRPD for the construction phase of the rehabilitation of the Point Pinole Park, Wildcat Creek Trail (Project 130032).

G. Release of the Draft 2023 Congestion Management Program (CMP) for Contra Costa
Recommendation: Staff seeks approval to release the Draft 2023 CMP to interested parties for review and comment.

H. NEW ITEM: Approval of Resolution 23‐35‐G to Allocate Regional Measure 3 (RM3) Funds to the North Bay Access Transit Improvements – Central Contra Costa Transit Authority dba County Connection (CCCTA) Bus Replacement Recommendation: Staff seeks approval to adopt Resolution 23‐35‐G supporting CCCTA’s allocation request for RM3 funds in the amount of $5 million for bus replacements and forward the resolution and recommendation to the Metropolitan Transportation Commission, pending approval from the CCCTA Board of Directors.

I. NEW ITEM: Development of the Bi‐County Activity‐Based Model – Authorization to Execute Amendment No. 1 to Agreement No. 564 with WSP USA, Inc. (WSP) for Additional Professional Services
Recommendation: Staff seeks authorization for the Chair to execute Amendment No. 1 to Agreement No. 564 with WSP in the amount of $128,423, for a new total agreement value of $1,177,453, to provide additional professional services, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

REGULAR AGENDA ITEMS

8. Administration & Projects Committee ‐ Regular:

A. 2024 State Transportation Improvement Program (STIP) Candidate Projects Recommendation: Staff seeks authorization to program $10.529 million in STIP funding to the Town of Moraga (Town) for the St. Mary’s Road Multimodal Safety Improvements project, authorization for the Chair to execute Agreement No. 661 with the Town for the exchange of $536,000 in STIP funds with an equal amount of the Town’s future share of Measure J return‐to‐source funds, and to allow the Executive Director or designee to make any non‐substantive changes to the language.

9.3.b
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September 13, 2023

ACTION: Vice Chair Arnerich moved to authorize staff to program $10.529 million in 2024 State Transportation Improvement Program (STIP) funding to the Town of Moraga (Town) for the St. Mary’s Road Multimodal Safety Improvements project, authorize the Chair to execute Agreement No. 661 with the Town for the exchange of $536,000 in STIP funds with an equal amount of the Town’s future share of Measure J return‐to‐source funds, and allow the Executive Director or designee to make any non‐substantive changes to the language, seconded by Commissioner Meadows. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None
DISCUSSION: Stephanie Hu, Director, Projects, provided a background and overview of the 2024 STIP process, Call for Projects, applications received, formation of the STIP subcommittee to review and score applications, and the ranked project list.

Ms. Hu discussed the STIP funding to be used for the design and construction of the St. Mary’s Road Multimodal Safety Improvements Project in the Town, and the breakdown of the total STIP funding available. Ms. Hu further discussed the fund exchange with the Town for future Measure J Return‐to‐Source funds that will be added to the Fund Exchange Reserve.

Commissioners provided comments. Staff responded to comments from commissioners.

B. NEW ITEM: Appoint One Board Member to Serve on the Iron Horse Corridor Management Program Advisory Committee (Committee)
Recommendation: Staff seeks Authority Board appointment of one Board Member to serve on the Committee or authorize the Executive Director to assign a staff member to represent the Authority on the Committee.

ACTION: Commissioner Haskew moved to nominate and appoint Vice Chair Arnerich to serve asthe primary member on the Iron Horse Corridor Management Program Advisory Committee effective September 13, 2023,seconded by Commissioner Carlson. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None
DISCUSSION: Tarienne Grover, Director, Administrative Services, provided a background and overview of the Iron Horse Corridor Management Program Advisory Committee’s roles and responsibilities, and discussed the vacancy and need for a new primary member appointment.

9.3.b
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September 13, 2023

Commissioner Haskew nominated Vice Chair Arnerich to serve as the primary member of the Iron Horse Corridor Management Program Advisory Committee, seconded by Commissioner Carlson.

C. NEW ITEM: Appoint One Primary Board Member and One Alternate Board Member to Serve on the San Joaquin Joint Powers Authority (SJJPA) Board Recommendation: Staff seeks Authority Board appointment of one primary Board Member and one Alternate Board Member to serve on the SJJPA Board effective September 13, 2023.

ACTION: Commissioner Kelley moved to nominate and appoint Commissioner Alternate Burgis to serve as the primary Board Member on the San Joaquin Joint Powers Authority Board effective September 13, 2023,seconded by Commissioner Meadows. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None
ACTION: Commissioner Noack moved to nominate and appoint Commissioner Meadows to serve as the alternate Board Member on the San Joaquin Joint Powers Authority Board effective September 13, 2023,seconded by Commissioner Carlson. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None
DISCUSSION: Tarienne Grover, Director, Administrative Services, provided a background and overview of the San Joaquin Joint Powers Authority Board’sroles and responsibilities, and discussed the vacancy and need for new member appointments.

Nomination and motions were taken separately for the primary and alternate seats on the San Joaquin Joint Powers Authority Board.

Commissioner Kelley nominated Commissioner Alternate Burgis to serve as the primary member on the San Joaquin Joint Powers Authority Board, seconded by Commissioner Meadows.

Commissioner Noack nominated Commissioner Meadows to serve as the alternate member ofthe San Joaquin Joint Powers Authority Board,seconded by Commissioner Carlson.

9.3.b
Packet Pg. 71
Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) Authority Board Special Meeting MINUTES
September 13, 2023

9. Planning Committee ‐ Regular:

A. Approval to Proceed with a Countywide Means‐Based Fare Program (Program) and Allocation of Contra Costa County Measure X Funds to Eastern Contra Costa Transit Authority, dba Tri Delta Transit (ECCTA) for the Ongoing Operation of the Program in the ECCTA Service Area
Recommendation: Staff seeks approval to proceed with a countywide program for 12 months and approval of Resolution 23‐36‐G to allocate up to $194,600 in Contra Costa County Measure X funds to ECCTA in Fiscal Year 2023‐24 for the cost of implementing the Program in its service area, including staff costs, Paratransit tickets, and postage/materials costs.

ACTION: Vice Chair Arnerich moved to authorize staff to proceed with a countywide program for 12 months and approved Resolution 23‐36‐G to allocate up to $194,600 in Contra Costa County Measure X funds to Eastern Contra Costa Transit Authority, dba Tri Delta Transit in Fiscal Year 2023‐24 for the cost of implementing the Program in its service area, including staff costs, Paratransit tickets, and postage/materials costs, seconded by Commissioner Kelley. The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None
DISCUSSION: Ying Smith, Director, Mobility Programs, provided a background of the Means‐Based Fare Pilot Program, discussed the program eligibility and outreach, provided an update on the pilot program, discussed feedback received on the pilot program, and proposed program changes to have a single point of contact and process income eligibility verification through ECCTA.

Rashidi Barnes, ECCTA, spoke in favor of the pilot program and opportunity for expansion into other areas of Contra Costa County.

Commissioners provided comments. Staff responded to comments from commissioners.

B. Receive an Update on the California Public Utilities Commission Local Agency Technical Assistance Grant for the Contra Costa Countywide Broadband Strategic Plan (Plan) in the amount of up to $500,000 and Signed Consent Form Accepting the Terms of the Grant and Authorize the Issuance of a Task Order with Kimley‐ Horn and Associates (KHA) to Develop the Plan
Recommendation: Staff seeks authorization to issue and execute Task Order No. 4 with KHA in an amount not‐to‐exceed $500,000, for development of the Plan, with a termination date of June 30, 2025.

9.3.b
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Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) Authority Board Special Meeting MINUTES
September 13, 2023

ACTION: Commissioner Kelley moved to authorize the issuance and execution of Task Order No. 4 with Kimley‐Horn and Associates in an amount not‐to‐exceed $500,000, for development of the Contra Costa Countywide Broadband Strategic Plan, with a termination date of June 30, 2025, seconded by Commissioner Haskew.

The motion was adopted by unanimous vote of the commissioners present, unless otherwise noted.

Noes‐None
Absent‐Commissioner Sos
Abstain‐None
DISCUSSION: John Hoang, Director, Planning, provided a background and overview of the Contra Costa Countywide Broadband Strategic Plan and Local Agency Technical Assistance grant program, and discussed the proposed fiber optics layout and broadband availability by census.

Commissioners provided comments. Staff responded to comments from commissioners.

10. CORRESPONDENCE AND COMMUNICATIONS

11. ASSOCIATED COMMITTEE REPORTS
A. Central County (TRANSPAC): Meeting Report for the special meeting on August 31, 2023 (Meeting handout if available)
B. East County (TRANSPLAN): Notice of Cancellation for the regular meeting on August 10, 2023
C. Southwest County (SWAT): Meeting Report forthe regular meeting on August 7, 2023 and Notice of Cancellation for the regular meeting on September 11, 2023 D. West County (WCCTAC): Meeting Report for the regular meeting on August 25, 2023 (Meeting handout if available)

12. AUTHORITY BOARD AND STAFF COMMENTS
A. Chair's Comments and Reports
B. Commissioners' and Ex‐Officio Representatives’ Comments and Reports on Activities and Meetings
DISCUSSION: Commissioners Kelley and Fadelli discussed their attendance at the Authority’s Summer Community Event Series.

9.3.b
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Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) Authority Board Special Meeting MINUTES
September 13, 2023

Rep. Foley discussed the Bay Area Rapid Transit’s new schedule and reduced headways, retirement of their legacy trains, increased ridership, update on their faregate replacement project, and announced the ability to use open payment at the turn styles in 2024.

Public Comment:

Rep. Peeples announced that the Alameda‐Contra Costa Transit District received an award from the American Public Transportation Association as the best transit agency in the United States within their category, discussed the re‐alignment project to exam routes, and their redistricting process to change their board composition to seven people in wards.

C. Executive Staff Comments
DISCUSSION: Timothy Haile, Executive Director, introduced Rashida Kamara, the Authority’s new Programs Manager, and Daniel Mermelstein,the Authority’s new Contracts Manager.

Ms. Kamara and Mr. Mermelstein provided an introduction.

Mr. Haile discussed the GoMentum Station (GMS) Ad Hoc Committee meeting, expansion of GMS, economic development analysis, and workforce development in Contra Costa County. Mr. Haile discussed his presentations at the Intelligent Transport Systems Australia Global Summit 2023, visit to the Transport New South Wales autonomous vehicle test facility, and his trip to IndiGO in Indiana to learn about Bus Rapid Transit and how transit is tied to economic development. Mr.

Haile further discussed September as Transit month,the Summer Community Event Series, provided an update on the Presto shuttle at Bishop Ranch and On the Patio Podcast, and a reminder and overview of the upcoming Authority Board Workshop on October 19‐20, 2023.

Chair Glover left at 7:06 PM and returned at 7:10 PM.

Commissioner Kelley thanked staff fortheir participation in the Summer Community Event Series and increased social media presence to reach the public.

Commissioner Fadelli thanked Mr. Haile for his On the Patio Podcast series.

13. CALENDAR
A. September, October, November, and December 2023
B. Calendar of Upcoming Events

9.3.b
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Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) Authority Board Special Meeting MINUTES
September 13, 2023

14. ADJOURNMENT to the next regular meeting proposed for October 18, 2023 at 6:00 PM.

DISCUSSION: The meeting was adjourned at 7:15 PM.

9.3.b
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Attachment: CCTA Executive Summary and Board Meeting Minutes September 13, 2023 (Accept Update on CCTA and TRANSPAC) TRANSPAC Committee Meeting Summary Minutes
MEETING DATE: September 14, 2023
MEMBERS PRESENT: Peter Cloven (Chair), Clayton; Sue Noack (Vice Chair), Pleasant Hill; Loella Haskew, Walnut Creek;
Mark Ross, Martinez; Carlyn Obringer, Concord;
Ken Carlson, Contra Costa County
PLANNING COMMISSIONERS PRESENT:

STAFF PRESENT: Smadar Boardman, Walnut Creek; Robert
Sarmiento, Contra Costa County; Abhishek Parikh,
Concord; Ryan McClain, Pleasant Hill; Matt Todd,
TRANSPAC; Tiffany Gephart, TRANSPAC; Debi
Lawrence, TRANSPAC
GUESTS/PRESENTERS: Scott Simmons
MINUTES PREPARED BY: Tiffany Gephart

1. Convene Regular Meeting / Pledge of Allegiance / Self-Introductions Chair Cloven called the meeting to order at 9:01 A.M.

2. Public Comment
There were no comments from the public.

3. Consent Agenda
a. Approval of Minutes:
• Minutes of the June 8, 2023 TRANSPAC Board Meeting.
• Minutes of the July 6, 2023 TRANSPAC Board Special Meeting. • Minutes of the August 3, 2023 TRANSPAC Board Special Meeting • August 31, 2023 TRANSPAC Board Special Meeting.
b. CCTA Executive Director’s Report Regarding CCTA Actions/Discussion Items c. Items Approved by the CCTA for Circulation to the Regional Transportation Planning Committees and Related Items of Interest
d. RTPC Meeting Summary Letters
e. CCTA Meeting Updates and Countywide Information Links

9.3.c
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Attachment: TRANSPAC Committee Meeting Summary Minutes September 14, 2023 (Accept Update on CCTA and TRANSPAC) f. Consider Meetings of the TRANSPAC Board and Subcommittees. Action:

Reauthorize the continuation of remote meetings of the legislative bodies of TRANSPAC pursuant to the Brown Act Provisions under AB361 through October 14, 2023. By way of this action, TRANSPAC will conduct in-person meetings with a hybrid component for public participation for regular TRANSPAC Board meetings. Other TRANSPAC bodies including the TRANSPAC TAC, special and/or ad-hoc committees will continue meeting virtually.

On motion by Commissioner Obringer seconded by Commissioner Noack to reauthorize the continuation of remote meetings of the legislative bodies of TRANSPAC pursuant to the Brown Act Provisions under AB361 through October 14, 2023 by unanimous vote of the members present (Cloven, Noack, Haskew, Carlson, Obringer).

End Consent Agenda

4. AUDIT SERVICES FOR TRANSPAC.

Commissioner Ross entered the meeting.

Mr. Todd made a brief presentation.

On a motion by Commissioner Haskew, seconded by Commissioner Obringer to authorize staff to initiate an informal procurement process to collect proposals for TRANSPAC audit services that will result in a recommendation on the procurement at a future TRANSPAC Board Meeting by unanimous vote of the members present (Cloven, Noack, Haskew, Carlson, Obringer, Ross).

5. REGIONAL COORDINATION WITH PARTNER AGENCIES.

Mr. Todd introduced the item and commented that regional coordination with partner agencies is listed as a standing priority in the FY 2023-2024 Workplan. Mr. Todd noted that a meeting with TRANSPLAN was held in 2021 and that staff is proposing to meet with SWAT next. Mr.

Todd commented that he spoke with staff from SWAT and shared potential topics. SWAT staff suggested an October or November meeting timeline and that they would bring the meeting proposal to their Committees to get feedback. It is also proposed that the meeting be held separately from the regular TRANSPAC meetings.

Mr. Todd also commented that the meeting could potentially be held in the SWAT area as it may be of interest to the Board to visit the autonomous shuttle at Bishop Ranch.

9.3.c
Packet Pg. 77
Attachment: TRANSPAC Committee Meeting Summary Minutes September 14, 2023 (Accept Update on CCTA and TRANSPAC) Commissioner Noack commented that visiting the Bishop Ranch autonomous shuttle would be a good idea whether it is with SWAT or a separate visit. Commissioner Noack further commented that there will soon be an autonomous shuttle at Rossmoor and in Martinez and it would be good for the Committee to see how it works. Commissioner Noack further noted Pleasant Hill Road as a potential topic of discussion.

Commissioner Carlson noted the discussion of bus on shoulder at CCTA and the impact it will have in both the TRANSPAC and SWAT areas.

Commissioner Noack further commented that the integration of transit services was a topic of discussion at MTC and there are plans to put forward a regional transportation measure in 2026. In the discussion, it was noted that there will need to be a transformation in the way transportation services are delivered for the measure to pass.

Commissioner Haskew requested that the meeting be held in the first quarter of 2024.

Commissioner Noack agreed with the timeline and commented that the timeline could better align with the progress of the Concord Naval Weapons Station. Commissioner Obringer noted that May would be ideal if the Naval Weapons Sation is a topic of discussion.

6. TRANSPAC CCTA REPRESENTATIVE REPORTS.

Administration and Projects Committee (APC) meeting update:

Commissioner Noack noted that the Town of Moraga, St. Mary’s Road Multimodal Safety Improvements Project was awarded STIP funding this cycle. Commissioner Noack noted that Pleasant Hill was a close second and third in line for funding but only one project was recommended for programming. Commissioner Noack further commented that Diane Burgis representing Brentwood was appointed to the San Joaquin Joint Powers Authority (SJJPA) and Aaron Meadows, representing Oakley was appointed as the alternate. Commissioner Carlson added that Measure X funding was allocated to East County.

Commissioner Noack highlighted the following topics from the MTC meeting:

1. Transit Oriented Communities development policy.
- Cities will have to comply with the policy to receive OBAG funds in the future.

Commissioner Noack noted that there are not a lot of developments near transportation in Contra Costa and that there are potential conflicts with RHNA.

Commissioner Noack noted she plans to meet with MTC staff to get further clarity on the policy and implications for central county.

2. Regional Bond Measure.
- The measure, slated for 2026, was discussed as an opportunity to encourage the integration and transformation of transportation service delivery.

9.3.c
Packet Pg. 78
Attachment: TRANSPAC Committee Meeting Summary Minutes September 14, 2023 (Accept Update on CCTA and TRANSPAC)

3. Clipper 2.0 system
- Clipper 2.0 will be launched next summer. Commissioner Noack asked MTC staff if there will be improvements in accessing senior and youth Clipper cards and noted that she will discuss this further.

7. TAC ORAL REPORTS BY JURISDICTION
No comments from the TAC.

8. BOARDMEMBER COMMENTS
No Comments from the Board.

9. MANAGING DIRECTOR’S REPORT
No Comments from the Managing Director.

10. ADJOURN / NEXT MEETING The meeting adjourned at 9:34 a.m. The regular meeting will be held on October 12, 2023 at the City of Pleasant Hill Large Community Room – 100 Gregory Lane, Pleasant Hill. Remote teleconferencing information for members of the public will be included in the posted meeting materials.

9.3.c
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Attachment: TRANSPAC Committee Meeting Summary Minutes September 14, 2023 (Accept Update on CCTA and TRANSPAC) 100 Gregory Lane, Pleasant Hill, CA 94523-3323 – (925) 671-5270 www.pleasanthillca.org

MEMORANDUM
TO: City Councilmembers
FROM: Interview and Nominating Committee
Mayor Tim Flaherty, Councilmember Allen Vinson
DATE: November 6, 2023
SUBJECT: Approve Appointment Recommendations to the Architectural Review Commission, Diablo Vista Water System Advisory Board, and the Education Commission
The Interview and Nominating Committee recommends the following appointment and requests the City Council’s confirmation:

APPOINTMENTS TERMS/EXPIRATION DATES
Architectural Review Commission
Atul Pathare Unfilled term through May 2027
Diablo Vista Water System Advisory Board
Gaston Habets (reappointment) Four-year term through October 2027 Education Commission
Shahien Shahkar Unfilled term through April 2026

9.4 Packet Pg. 80

CITY COUNCIL STAFF REPORT
Meeting Date: November 06, 2023
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: ADOPT RESOLUTION NO. ___-23 EXECUTING AN AMENDMENT TO

AN AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT
AGREEMENT (DDA) FOR 85 WOODSWORTH LANE (APN 150-150-071)

AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO

EXECUTE AMENDMENT DOCUMENTS

SYNOPSIS
On February 22, 2021, the City Council approved an Affordable Housing Disposition and Development Agreement (Agreement) to convey a parcel of vacant land at 85 Woodsworth Lane (APN 150-150-071-2) (Site) to Habitat for Humanity East Bay/Silicon Valley (Developer) for the development of four ownership housing units. The City also provided the Developer a loan to ensure three of the units were reserved for low-income households. The Developer has completed a site survey determining the parcel is actually smaller than what was indicated on the assessor’s parcel map. Without a General Plan Amendment and rezoning of the property, the Site’s applicable existing land use and zoning regulations preclude development of four units on the now smaller property. The Developer proposes amending the Agreement to reduce the Project’s unit count from four to three units, all restricted for low-income households. The proposed First Amendment to the Agreement would also extend certain performance deadlines to account for the delay imposed by the change.

DISCUSSION
Background
Assembly Bill x1 26 dissolved all California redevelopment agencies effective February 1, 2012.

The City elected to serve as Housing Successor to the Former Agency and is responsible for managing the Former Agency’s housing assets. Upon dissolution, the Former Agency transferred the Site to the Housing Successor. State law required the Housing Successor to either sell or initiate affordable housing development on the Site by September 5, 2022. The City listed the Site for sale in November 2017, inviting proposals for affordable housing development or for the general sale of the Site. The City selected a proposal from the Developer to negotiate an agreement.

On February 21, 2021, the City Council approved an Agreement to convey the Site to the Developer for $10 for the development of four ownership housing units, of which three are

10.1 Packet Pg. 81
restricted for low-income homebuyers and one is restricted for moderate income homebuyers.

Additionally, the City agreed to provide a forgivable $285,000 loan from the Housing Successor’s Low and Moderate Income Housing Asset Fund (Housing Asset Fund) to assist with the development of the three low income units. State law does not permit the Housing Asset Fund to assist with the development of moderate income units.

Analysis
Changes to Project Scope
On May 30, 2023, the Developer requested an amendment to the Agreement to reduce the Project unit count from four to three. At the time the Agreement was executed, the Developer had created a preliminary development plan for four units based on the Site size indicated on assessor’s parcel map (8,886 s.f.). The Developer’s civil engineer completed a survey revealing the total Site area (8,097 s.f.) is actually less than what is indicated on the parcel maps. The City’s zoning regulations allows a maximum density of 19.9 units/acre that limits the Project to three units.

Accordingly, the Developer is proposing to amend the Agreement to reduce the unit count from four to three, though all three will be restricted for low-income households. The $285,000 loan amount would remain unchanged. The Agreement originally limited City financial assistance to the Project’s three low-income units because State law does not permit the Housing Asset Fund to subsidize production of moderate income units. The City’s housing consultant, RSG, Inc., reviewed the Developer’s revised pro forma and found the $285,000 loan amount continues to be reasonable based on estimated construction costs, proposed financing sources, and the projected sales price of the homes based on affordable housing cost limits. The proposed amendment maintains City subsidy for three low-income housing units, as noted in the original Agreement.

The proposed Resolution provided as Attachment 1 to this staff report includes a copy of the Agreement and the proposed First Amendment. A copy of the Developer’s request to amend the Agreement is provided as Attachment 2. A copy of RSG’s memo summarizing its pro forma review is provided as Attachment 3.

Changes to Project Timeline
Exhibit C to the Agreement includes a Schedule of Performance that identifies deadlines for securing Project Entitlements, securing Other Funding Commitments necessary to develop the Project, and to close escrow. These deadlines were extended with City Council approval on October 6, 2022, due to delays in the entitlement process. The revised Project scope will further delay entitlements. Staff recommends modifying times and dates for performance as follows:

10.1 Packet Pg. 82
Item to be
Performed
Responsible
Party
Agreement
Reference
Current Time for
Performance
Modified Time for
Performance
Project
Entitlements
City and
Developer

2.5,

4.2.1.3,

4.2.1.8 Sept 27, 2023 Dec 31, 2024
Other Funding
Commitments
Developer 4.2.1.4 Dec 31, 2023 June 30, 2025
Escrow Closing
Date
City,
Developer,
and Escrow
Holder

1.1.29, 4.6 5
th day following
Escrow Holder’s
receipt of written
satisfaction or
waiver of all
conditions
precedent, no later
than Jan 31, 2024
5 th day following
Escrow Holder’s
receipt of written
satisfaction or waiver
of all conditions
precedent, no later
than July 31, 2025
The Developer anticipates completing entitlements earlier than December 31, 2024; however, City staff recommends extending the deadline further out of an abundance of caution. City staff also recommends permitting the City Manager to extend deadlines for performance at his discretion as needed.

The Developer has provided draft revised site plans for City review and made the following progress on the Project to date:
 engaged architectural, civil, geotechnical, and environmental consultants  completed site surveys, geotechnical reports, and Phase 1 environmental assessments  engaged the environmental consultant to complete Phase 2 environmental assessments  engaged City staff in preparing an entitlement package submittal to the City  recorded loan documents
 secured a Board resolution that commits to providing backstop funding  provided draft revised site plans for three units
 architect has begun drafting preliminary application drawings  prepared a draft Planned Unit Development concept plan and provided to City for initial review
Modifying the dates and times in the Agreement will allow the City to continue to work with the Developer to complete the project and provide affordable housing and help meet the City’s Housing Element and Regional Housing Needs Allocation goals.

Other Project Agreements
The City has a separate agreement with the Developer to develop 250 Cleaveland Road with seven units of affordable housing (four low-income and three moderate). The Developer continues to

10.1 Packet Pg. 83
make progress on obtaining entitlements to develop seven units on that site, including:
 completed Cumulative Impact Study
 prepared and submitted FEMA application for City review; two rounds of City comments have been addressed
 architect has been engaged and has begun drafting preliminary application drawings  civil engineer has been engaged and has prepared preliminary grading plans

FISCAL IMPACT
There is no immediate fiscal impact at this time. The Agreement approved a $285,000 expenditure from the Housing Successor’s Low and Moderate Income Housing Asset Fund, which is restricted for use on affordable housing activities. This expense is included in the Housing Successor budget.

PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, at the Pleasant Hill Senior Center and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page.

RECOMMENDED CITY COUNCIL ACTION
Adopt the resolution modifying times or dates for performance in the Agreement, as proposed.

ALTERNATIVES TO RECOMMENDED ACTION

1. Do not adopt the resolution;

2. Continue the matter to a later date with direction provided to staff.

ATTACHMENT(S):

Proposed Resolution

1. Disposition and Development Agreement

2. First Amendment to Disposition and Development Agreement Developer Letter Requesting Amendment (May 30, 2023)
RSG Memo Reviewing Developer Request (June 29, 2023)
Prepared by: Troy Fujimoto, City Planner
Approved by: Ethan Bindernagel, City Manager

10.1 Packet Pg. 84
RESOLUTION NO. __-23

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANT HILL, ACTING

AS THE HOUSING SUCCESSOR AGENCY TO THE PLEASANT HILL

REDEVELOPMENT AGENCY, APPROVING THE FIRST AMENDMENT TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 WOODSWORTH LANE)
WHEREAS, the City of Pleasant Hill (“City”) is designated as the housing successor (the “Housing Successor”) to the dissolved Pleasant Hill Redevelopment Agency (“Former Agency”) pursuant to California Health and Safety Code (“HSC”) Section 34176; and WHEREAS, the City as Housing Successor is the owner of certain real property located at 85 Woodsworth Lane in Pleasant Hill, California (“Site”); and WHEREAS, the Former Agency acquired the Site with funds from the Former Agency’s Low and Moderate Income Housing Fund; and
WHEREAS, in accordance with HSC 34176 and the Community Redevelopment Law (HSC Sections 33000 et. seq.), the City desires to convey the Site to Habitat for Humanity East Bay/Silicon Valley (“Developer”) for the construction of affordable housing; and WHEREAS, City and Developer entered into an Affordable Housing Disposition and Development Agreement (85 Woodsworth Lane), dated April 23, 2021, (the "Agreement", provided as Attachment 1), providing for the conveyance of the Site to the Developer for development of four ownership housing units, of which three would be sold at an affordable sales price to low income households, and one would be sold at an affordable sales price to moderate income households (the “Project”). The Agreement additionally provided that the City would provide a $285,000 forgivable loan to Developer to assist with the development of the low income units; and
WHEREAS, after completion of a survey of the Site by Developer’s civil engineering consultant, Developer determined that the total area of the Site is less than what is indicated on the parcel map for the Site, and as a result Developer determined the Site would prevent the development of four units on the Site, but that Developer can still develop three low income ownership housing units; and
WHEREAS, City and Developer desire to amend the Agreement to modify the Project as defined in the Agreement from four units to three units, all of which will be sold at an affordable sales price to low income households, make other clarifying and conforming changes related thereto, and to extend certain performance deadlines as set forth in the Agreement; and WHEREAS, the Developer’s proposed acquisition of the Site and subsequent construction and completion of the Project on the Site pursuant to the terms of the Agreement is in the best interest of the City and the health, safety and welfare of the City’s taxpayers and residents and is in accordance with the public purposes set forth in applicable law, and the proposed amendment will help to facilitate the acquisition, construction and completion of the Project as contemplated in the Agreement; and

10.1.a
Packet Pg. 85
Attachment: Proposed Resolution (Habitat Loan Agreement Amendment) 2 WHEREAS, implementation of the Agreement will further the goals and objectives of the City’s general plan by promoting development of affordable housing and will provide new housing for low income households which will help to accommodate the City’s Regional Housing Needs Assessment obligation.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Pleasant Hill:

Section 1. The foregoing recitals are true and correct and constitute a substantive part of this Resolution.

Section 2. The City Council hereby approves the First Amendment to Affordable Housing Disposition and Development Agreement (85 Woodsworth Lane) (the “First Amendment”) provided as Attachment 2.

Section 3. The City Manager and/or their designee is authorized to take all actions necessary to effectuate the First Amendment to the Agreement.

ADOPTED by the City Council of the City of Pleasant Hill at a regular meeting held on the 6 th
day of November, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

TIMOTHY M. FLAHERTY, Mayor
ATTEST:
____________________________________________
JUANITA DAVALOS, Acting City Clerk

10.1.a
Packet Pg. 86
Attachment: Proposed Resolution (Habitat Loan Agreement Amendment) ATTACHMENT 1

DISPOSITION AND DEVELOPMENT AGREEMENT
85 WOODSWORTH LANE
[to be attached as a separate document]

10.1.a
Packet Pg. 87
Attachment: Proposed Resolution (Habitat Loan Agreement Amendment) 2 ATTACHMENT 2

FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT 85 WOODSWORTH LANE
[to be attached as a separate document]

10.1.a
Packet Pg. 88
Attachment: Proposed Resolution (Habitat Loan Agreement Amendment)

RECORDING REQUESTED BY

OLD REPUBLIC TITLE COMPANY
Escrow No.: 1117023179
APN: 150-150-071

WHEN RECORDED MAIL TO
City of Pleasant Hill - Attn; City Clerk
100 Gregory Lane
Pleasant Hill, CA 94523
I IIIII I I IIIIII Ill lllll lllll lllll lllll lllll lllll lllll lllll 111111111111111111 * $ R O O O O 5 6 9 6 4 5 $ * Electronically Recorded
CONTRA COST A Co Recorder Office
DEBORAH COOPER, Clerk-Recorder
DOC - 2021-0309337
Friday, Nov 5, 202113:54
~
~ Total Paid: $350.00 Receipt#: 202100230328
19 - eRecording Partners Network LLC 215 / JPPC / 1-112

SPACE ABOVE THIS UNE FOR RECORDER'S USE

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT JM/bu

THIS DOCUMENT IS BEING RECORDED BY

OLD RIPUIUC TITLE COMPANY AS AN
ACCOMMODATION ONLY. NO EUMINATION
HAI IUN MADE AS TO ITS CONfENTS OR
AFRcr ON nn.E.

10.1.b
Packet Pg. 89
Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

AFFORDABLE HOUSING DISPOSITION

ANDDEVELOPMENTAGREEMENT
By and Between the

CITY OF PLEASANT HILL,
a California municipal corporation,
Acting in its capacity as the

HOUSING SUCCESSOR AGENCY TO THE FORMER PLEASANT HILL

REDEVELOPMENT AGENCY,
and

HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY
a California nonprofit public benefit corporation
38074.00014\33080246.6
85 Woodsworth Lane
Pleasant Hill, California

10.1.b
Packet Pg. 90
Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

TABLE OF CONTENTS
ARTICLE I. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; EFFECTIVE DATE ......................................................................................... 2

1.1 DEFINITIONS ....................................................................................................... 2

1.2 REPRESENTATIONS AND WARRANTIES .................................................... 11 ARTICLE II. PROPERTY DISPOSITION ......................................................................... 13

2.1 PURCHASE AND SALE .................................................................................... 13

2.2 PAYMENT OF PURCHASE PRICE .................................................................. 13

2.3 TITLE APPROVAL ............................................................................................ 13

2.4 DEVELOPER INVESTIGATIONS .................................................................... 14

2.5 DEVELOPER TO OBTAIN ALL PROJECT ENTITLEMENTS ........... , .......... 16

2.6 DELIVERY OF PROPERTY FREE OF OCCUPANTS .................................... 17 ARTICLE III. PREDEVELOPMENT LOAN ....................................................................... 17

3.1 LOAN .................................................................................................................. 17

3.2 3.3

3.4 3.5
ARTICLE IV.

4.1 4.2

4.3 4.4

4.5 4.6

4.7 4.8

4.9 REPAYMENT OF LOAN ................................................................................... 18 USE OF FUNDS .................................................................................................. 19 DISBURSEMENT OF LOAN FUNDS .............................................................. 19 CITY NOT LIABLE ............................................................................................ 20 ESCROW INSTRUCTIONS ......................................................................... 20 OPENING OF ESCROW .................................................................................... 20 CONDITIONS TO CLOSE OF ESCROW ......................................................... 21 DEVELOPER'S ESCROW DEPOSITS ............................................................. 23 CITY'S ESCROW DEPOSITS ........................................................................... 23 CLOSING PROCEDURE ................................................................................... 24 CLOSE OF ESCROW ......................................................................................... 25 RECORD A TION AND DISTRIBUTION OF DOCUMENTS .......................... 25

ESCROW CLOSING COSTS, TAXES AND TITLE POLICY
PREMIUM ............................................................................................................ 25 ESCROW CANCELLATION CHARGES ......................................................... 26

4.10 ESCROW CANCELLATION ............................................................................. 26

4.11 REPORT TO IRS ................................................................................................. 26 ARTICLE V. PROJECT DEVELOPMENT ........................................................................ 27

5.1 DEVELOPER COVENANT TO UNDERTAKE PROJECT .............................. 27 1 38074.00014\33080246.6

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TABLE OF CONTENTS

5.2 CONSTRUCTION START AND CO:MPLETION OF PROJECT. .................... 27

5.3 COMPLIANCE WITH LAWS ............................................................................ 27

5.4 SCHEDULE OF PERFORMANCE .................................................................... 27

5.5 DEVELOPER ATTENDANCE AT CITY MEETINGS .................................... 28

5.6 CITY'S RIGHT TO INSPECT PROJECT AND PROPERTY ........................... 28

5.7 COST OF CONSTRUCTION ............................................................................. 29

5.8 PREVAILING WAGES ...................................................................................... 29 ARTICLE VI. DEVELOPER COVENANTS ....................................................................... 30

6.1 OBLIGATION TO REFRAIN FROM DISCRIMINATION .............................. 30

6.2 ENVIRONMENTAL INDEMNITY OF THE CITY BY THE
DEVELOPER ...................................................................................................... 30

6.3 INSURANCE ....................................................................................................... 31

6.4 DEVELOPER COVENANT TO DEFEND THIS AGREEMENT ..................... 34

6.5 THE DEVELOPER ACKNOWLEDGES THAT THE CITY IS A
"PUBLIC ENTITY" AND/OR "PUBLIC AGENCY" AS DEFINED
UNDER APPLICABLE CALIFORNIA LAW ................................................... 34 ARTICLE VII. PROJECT FINANCING ................................................................................ 35

7.1 PROJECT FINANCING ...................................................................................... 35

7.2 PROJECT BUDGET ........................................................................................... 35

7.3 ONLY PERMITTED EXCEPTIONS .................................................................. 36

7.4 CITY RIGHT TO DISCHARGE PROHIBITED ENCUMBRANCES .............. 36 7 .5 RIGHTS OF LENDER AND CITY REGARDING PERMITTED
SECURITY INSTRUMENTS ............................................................................. 36 ARTICLE VIII. DEFAULTS, REMEDIES AND TERMINATION ....................................... 38

8.1 DEFAULTS - GENERAL ................................................................................... 38

8.2 DEVELOPER'S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC

PERFORMANCE AND LIMITATION ON RECOVERY OF
DAMAGES PRIOR TO CLOSE OF ESCROW ................................................. 39

8.3 LEGAL ACTIONS .............................................................................................. 40

8.4 RIGHTS AND REMEDIES ARE CUMULATIVE ............................................ 41

8.5 DEVELOPER INDEMNIFICATION OF THE CITY ........................................ 41 ARTICLE IX. GENERAL PROVISIONS ............................................................................ 41

9.1 INCORPORATION OF RECITALS ................................................................... 41 ii
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TABLE OF CONTENTS

9.2 RESTRICTIONS ON TRANSFERS ................................................................... 42

9.3 NOTICES, DEMANDS AND C01\.1MUNICATIONS BETWEEN THE
PARTIES ............................................................................................................. 42

9.4 CONFLICT OF IN"TEREST ................................................................................ 43

9.5 WARRANTY AGAIN"ST PAYMENT OF CONSIDERATION FOR
AGREEMENT ............................................................................... ...................... 43

9.6 NON-LIABILITY OF CITY, OFFICIALS AND EMPLOYEES ....................... 43

9. 7 UNA VOIDABLE DELAY; EXTENSION OF TIME OF
PERFORMANCE ................................................................. ............................... 43

9.8 IN"SPECTION OF BOOKS AND RECORDS .................................................... 44

9.9 REAL ESTATE COMMISSIONS ...................................................................... 44

9.10 BIN"DIN"G ON SUCCESSORS AND ASSIGNS .. .... ..................................... ..... 44

9.11 ENTIRE AGREEMENT ........................................ .......................................... .... 45

9.12 SURVIVAL OF IN"DEMNITY OBLIGATIONS ................................................ 45

9.13 TIME DECLARED TO BE OF THE ESSENCE ................................................ 45

9.14 APPROVALS ...................................................................................................... 45

9.15 FURTHER ASSURANCES .............. .................................................................. 45

9.16 CITY APPROVALS AND ACTIONS ................................................................ 45 Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
ExhibitH
Exhibit I
Exhibit J
ExhibitK
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Legal Description of Property
Scope of Development
Schedule of Performance
Predevelopment Budget
Preliminary Project Budget
Fom1 of Grant Deed
Form ofNotice of Agreement
Form of Official Action of Developer
Form of Affordable Housing Covenant
Form of Deed of Trust
FonnofNote
lll

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Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) This AFFORDABLE HOUSING DISPOSITION D DEVELOPMENT AGREEMENT (85 Woodsworth Lane) ("Agreement") is dated as of ,z;, 2021 (the "Effective Date"), and is entered into by and between the CITY F PLEASANT HILL, a California municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("City"), and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit public benefit corporation ("Developer"). The City and the Developer are sometimes referred to in this Agreement, each individually, as a "Party," or collectively, as the "Parties."

RECITALS
A. The City is the owner of that certain real property located at the northeast comer of Woodsworth Lane and Treadway Lane with an address of 85 Woodsworth Lane, Pleasant Hill (APN 150-150-071-2) and more specifically described in Exhibit A attached hereto and incorporated herein by this reference ("Property").

B. The Property was transferred to City pursuant to Health and Safety Code ("HSC") Section 34176, when the City, as the entity that authorized the creation of the dissolved Pleasant Hill Redevelopment Agency ("RDA"), elected to retain all rights, powers, assets, liabilities, duties and obligations associated with the housing activities of the RDA, excluding any amounts on deposit in the Low and Moderate Income Housing Fund, as provided in Resolution No. 3-12 adopted on January 9, 2012.

C. In accordance with HSC Section 34176 and the Community Redevelopment Law, City requested a proposal from Developer for the development of the Property for affordable housing.

D. Developer sent to City a Letter of Intent dated April 17, 2020 (the "Letter of Intent") stating Developer's desire to acquire the Property from the City for the development of an ownership housing project that will include three (3) units to be sold to and occupied by Low Income Households, and one (1) unit to be sold to and occupied by a Moderate Income Household pursuant to certain terms as outlined in the Letter of Intent.

E. The City desires to convey the Property to the Developer for the construction of the Project (as defined in Section l.l of this Agreement) in accordance with the terms of this Agreement.

F. Developer's proposed acquisition of the Property and subsequent construction and completion of the Project on the Property pursuant to the terms of this Agreement is in the best interest of the City and the health, safety and welfare of the City's taxpayers and residents and is in accordance with the public purposes set forth in applicable law. Implementation of this Agreement will further the goals and objectives of the City's general plan by promoting development of affordable housing on a site identified in the City's housing element for affordable housing, and will provide new housing for low income households which will help to accommodate the City's Regional Housing Needs Assessment (RHNA) obligation. 1 38074.00014\33080246.6

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Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) E. To facilitate the development of the Project, the City further desires to provide a loan to the Developer to pay certain predevelopment costs associated with Low Income Units included in the Project, subject to tenns and conditions in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by City and Developer, the Parties agree as follows:

TERMS AND CONDITIONS
ARTICLE I.

DEFINITIONS; REPRESENTATIONS AND WARRANTIES;

EFFECTIVE DATE

1.1 Definitions. All initially capitalized terms not otherwise defined in this Agreement shall have the following meanings:

1.1.1 "Additional Insureds" has the meaning ascribed to such term m Section 6.3.

1.1.2 "Affiliate" with respect to Borrower means (1) any entity which has the power to direct Borrower's management and operation, or any entity whose management and operation is Controlled by Borrower; or (2) any entity in which Borrower has a controlling interest; or (3) any entity a majority of whose voting equity is owned by Borrower, or for which Borrower serves as the managing member or general partner; or (4) any entity in which, or with which, Borrower, its successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation, so long as the liabilities of the entities participating in such merger or consolidation are assumed by the entity surviving such merger or created by such consolidation.
l.1.3 "Affordable Housing Cost" shall be as defined in Health and Safety Code Section 50052.5 or any successor thereto for Moderate Income Households whose incomes do not exceed 120% of area median income and for Lower Income Households whose incomes do not exceed 80% of area median income, each as adjusted for family size appropriate for the Affordable Unit. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement.

1.1.4 "Affordable Housing Covenant" means that certain Affordable Housing Covenant and Restrictions on Resale entered into by and between City and Developer in the form attached hereto as Exhibit I, which shall be recorded at the Close of Escrow.

1.1.5 "Affordable Unit" means each of the four (4) single family townhome units to be constructed as part of the Development, which shall be sold at an Affordable Housing Cost to Qualified Homebuyers.

1.1.6 "Agreement" means this Affordable Housing Disposition and Development Agreement (85 Woodsworth Lane).
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1.1.7 "CEQA" means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq.

1.1.8 "City" means the City of Pleasant Hill, California, a California municipal corporation.

1.1.9 "City Manager" means the City Manager of the City or his or her designee or successor in function.

1.1.10 "City Requirements" has the meaning ascribed to the term in Section 2.5.1.

1.1.11 "City's Title Notice Response" means the written response of the City to the Developer's Title Notice, in which the City either (i) elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer's Title Notice, or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer's Title Notice.

1.1.12 "Close of Escrow" or "Closing" means the recording of the Grant Deed for the Property in the official records of the Recorder of the County, and completion of each of the actions set fo11h in ARTICLE IV by the Escrow Holder for the City to sell the Property to the Developer and the Developer to purchase the Property from the City.

1.1.13 "Completion of Construction" means the issuance of the final certificate of occupancy for the Affordable Units in the Project, based on the plans submitted by the Developer to the City, has been issued.

1.1.14 "Construction Financing" means one or more loans that Developer shall obtain from one or more Institutional Lenders, the proceeds of which are to be used and applied to pay the reasonable costs of obtaining such loan(s) and the Project Costs. Such loan(s) shall provide for normal and customary disbursement controls for the payment of Project Costs and normal and customary fees and expenses for loan(s) of similar size and purpose. Construction Financing is set forth in the Preliminary Project Budget.

1.1.15 "Construction Financing Documents" means the various documents and instruments made by and between Developer and one or more Institutional Lenders that evidence or perfect the Constmction Financing or the security for repayment of the Construction Financing, including any associated Security Instrument.

1.1.16 "Control" means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise.

1.1.17 "County" means the County of Contra Costa, California. 3 38074.00014\33080246.6

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1.1.18 "Deed of Trust" means the Deed of Trust made by Developer for the benefit of City in substantially the form of Exhibit J attached to this Agreement, which pledges the Property as collateral to secure repayment of the Predevelopment Loan following Close of Escrow.

1.1.19 "Developer" means Habitat for Humanity East Bay/Silicon Valley, a California nonprofit public benefit corporation, and its successors and assigns that are permitted by this Agreement.

1.1.20 "Developer's Title Notice" means a written notice from the Developer to the City indicating the Developer's objection to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property, describing .in suitable detail the actions that the Developer reasonably believes are indicated to cure or correct each of the Developer's objections.

1.1.21 "Due Diligence Investigations" means the Developer's due diligence investigations of the Property to determine the suitability of the Property for development and operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer.

1.1.22 "Due Diligence Investigation Rejection Notice" means a written notice of the Developer delivered to the City and the Escrow Holder, prior to the end of the Due Diligence Period, indicating the Developer's rejection of the condition of the Prope1ty and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to accept the condition of the Property.

1.1.23 "Due Diligence Period" means the date commencing on the Effective Date and ending at 5:00 p.m. on the two hundred seventieth (270th) day following the Effective Date.

1.1.24 "Effective Date" means 1 {t-'? /t--ot.d ,~

1.1.25 "Environmental Claims" has the meaning ascribed to the term in Section

6.2. 1.1.26 "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any hazardous substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property), occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") [ 42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.l; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et seq.]; the Toxic Substances Control Act ("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, 4 38074.00014\33080246.6

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Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Fungicide, Rodenticide Act (7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [ 42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.l; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

1.1.27 "Environmental Matters" has the meaning ascribed to the term in Section

6.2. 1.1.28 "Escrow" has the meaning ascribed to the term in Section 2.1.

1.1.29 "Escrow Closing Date" means, subject to extension due to Unavoidable Delay, a date on or before the fifth (5th) business day following the Escrow Holder's receipt of written confirmation from both City and Developer of the satisfp.ction or waiver of all conditions precedent to the Close of Escrow, but in no event later than \ /3. l /1,,.)1, ~

1.1.30 ."Escrow Holder" means Old Republic Title Company, through its office located at 555 12th Street, Suite 2000, Oakland CA 94607 or such other escrow holder mutually agreed upon in writing by both City and Developer.

1.1.31 "Escrow Opening Date" has the meaning ascribed to the term in Section

4.1. 1.1.32 "Event of Default" has the meaning ascribed to the term in Section 8.1.

1.1.33 "FIRPTA Affidavit" means an affidavit complying with Section 1445 of the United States Internal Revenue Code.

1.1.34 "Governmental Agency" means any and all courts, boards, agencies, commissions, offices, or autl1orities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city, or otherwise) whether now or later in existence.

1.1.35 "Governmental Requirements" means all codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency.
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1.1.36 "Grant Deed" means a deed in the form of Exhibit F to this Agreement, conveying all of the City's interest in the Property to the Developer.

1.1.37 "Hazardous Substances" means, without implied limitation, substances defined as "hazardous substances," "hazardous material," "toxic substance," "solid waste," or "pollutant or contaminate" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the TSCA; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT) Table [ 49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [ 40 CFR Part 302]; and those substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Code or, as "hazardous substances" in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317. Notwithstanding the foregoing, "Hazardous Substances" shall not include such products in quantities as are customarily used in the construction, maintenance, development or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner generally used in other comparable residential developments, or substances commonly ingested by a significant population living within the Project including, without limitation, alcohol, aspirin, tobacco and saccharine.

1.1.38 "Indemnified Parties" has the meaning ascribed to the term in Section 5.3.

1.1.39 "Institutional Lender" means any of the following: (a) a bank (State, Federal or foreign), trust company (in its individual or trust capacity), insurance company, credit union, savings bank (State or Federal), pension, welfare or retirement fund or system, real estate investment trust ( or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal or State agency regularly making or guaranteeing mortgage loans, investment bank or a subsidiary of a Fortune 500 company; or (b) any person or entity that is an Affiliate of or is a combination of any one or more of the persons or entities described in "(a)" of this Section.

1.1.40 "Lender" means the holder of any Security Instrument and its successors and assigns.

1.1.41 "Loan Documents" means the documents, instruments and agreements evidencing and securing the Loan including, but not limited to, this Agreement, the Promissory Note, the Deed of Trust and the Affordable Housing Covenant.

1.1.42 "Loan Funds" means those certain funds to be disbursed to Developer by City as part of the Predevelopment Loan
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1.1.43 "Low Income Units" means Affordable Units that are set aside to be sold to and occupied by Lower Income Households.

1.1.44 "Low Income Households" means persons and families whose income does not exceed 80% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.1.45 "Moderate Income Households" means persons and families whose income does not exceed 120% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.1.46 "Moderate Income Unit" means the Affordable Unit that is set aside to be sold to and occupied by Moderate Income Households.

1.1.47 "Note" means a promissory note made by Developer in favor of the City in substantially the form of Exhibit K attached to this Agreement evidencing the Predevelopment Loan.

1.1.48 "Notice of Agreement" means the notice in the form of Exhibit G to this Agreement to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property.

1.1.49 "Parties" means, collectively, the City and the Developer.

1.1.50 "Party" means, individually, the City or the Developer, as applicable.

1.1.51 "PCO Statement" means a preliminary change of ownership statement provided for in California Revenue and Taxation Code Section 480.3.

1.1.52 "Permitted Exceptions" means (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer accepts, pursuant to Section 2.3; (ii) any exceptions from coverage under the proposed Title Policy; (iii) non-delinquent property taxes and assessments; (iv) this Agreement; (v) the Grant Deed; (vi) the Notice of Agreement; (vii) tl1e Affordable Housing Covenant; (viii) the Deed of Trust; (ix) any Permitted Security Instrument; and (x) any other document or encumbrance expressly required or allowed to be recorded against the Property or the Project under the terms of this Agreement.

1.1.53 "Permitted Security Instrument" means any Security Instrument: (a) that encumbers only the Property or any interest in the Property; (b) that is held by a Lender that is an Institutional Lender, subject to the jurisdiction of the courts of the State, not immune from suit and cannot elect to be inlmune from suit; and (c) only secures the repayment of money used to pay or reimburse the Project Costs. Promptly after execution, Developer shall promptly delivery a copy of any Security Instrnment to the City, with the Lender's name and notice address.

1.1.54 "Permitted Transfer" means any of the following types of Transfer by Developer, which unless otherwise provided do not require the City's prior written approval:
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1.1.54.1 Any Transfer to Institutional Lender pursuant to a Permitted Security Instrument as collateral for bona fide Construction Financing to pay all or any part of the Project Costs.

1.1.54.2 Any Transfer directly resulting from the foreclosure or deed in lieu of foreclosure of a Permitted Security Instrument for a loan from an Institutional Lender to the Project or as otherwise permitted under Section 7.5.7.

1.1.54.3 The sale of the Affordable Units in the Project consistent with the Affordable Housing Covenant.

1.1.55 "Predevelopment Budget" means the costs for certain predevelopment and acquisition activities associated with the Project, as more specifically set forth in Exhibit D attached to this Agreement..

1.1.56 "Preliminary Project Budget" means the estimated total costs associated with the Project, as more specifically set forth in Exhibit E attached to this Agreement.

1.1.57 "Preliminary Report" means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy.

1.1.58 "Prevailing Wage Action" means any of the following: (a) any determination by the California Department of Industrial Relations that prevailing wage rates should have been paid, but were not; (b) any determination by the California Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid; ( c) any administrative or legal action or proceeding arising from any failure to comply with the Federal Davis-Bacon Act (codified as 40 U.S.C. §§ 3141 et seq.) or California Labor Code Sections 1720 through 1781, as amended from time to time, regarding prevailing wages, including maintaining certified payroll records; or (d) any administrative or legal action or proceeding to recover wage amounts at law or in equity.

1.1.59 "Project" means the construction of the Property as a four unit attached single family townhouse development with zero lot line parcels in a two story building, including all required or associated on-site and off-site improvements, all hardscape and all landscaping, all as specifically described in the Scope of Development, and all to be developed in accordance with the project entitlements to be approved by the City and any conditions imposed by the City in its approval of the project entitlements.

1.1.60 "Project Commencement Date" means no later than the date sixty (60) days after the Close of Escrow.

1.1.61 "Project Completion Date" means that date· set forth therefor by which a certificate of occupancy has been issued for each of the Affordable Units in the Project, as more particularly provided in the Schedule of Performance. The Project Completion Date shall be no later than the date which is thirty (30) months after the Project Commencement Date, subject to Unavoidable Delay.
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1.1.62 "Project Costs" means all of the costs of development and construction of the Project.

1.1.63 "Predevelopment Loan" means a loan of Two Hundred Eighty-Five Thousand Dollars ($285,000.00) made by City to Developer to finance in part the predevelopment costs associated with the Low Income Units as set forth in the Predevelopment Budget, which shall be repaid by Developer pursuant to the terms of this Agreement and the Note.

1.1.64 "Property" means that real property, and all current and future improvements thereon (including, without implied limitation, the Project), legally described in Exhibit A

1.1.65 "Property Transfer" means and refers to any "change in ownership," as defined in Revenue and Taxation Code Sections 60, et seg., of all or any portion of the Property.

1.1.66 "Purchase Price" means the purchase price for the Property in the amount of Ten Dollars ($10.00).

1.1.67 "Record", "recorded", "recording" or "recordation" each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of Contra Costa, California.

1.1.68 "Qualified Homebuyer" means both: 1) a Low Income Household as applicable to the Low Income Units and a Moderate Income Household, as applicable to the Affordable Unit that the household seeks to purchase, and 2) a first-time homebuyer, as defined in 24 CFR Section 92.2 or any successor regulation thereto.

1.1.69 "Schedule of Performance" means the schedule for the performance of certain actions by the Parties pursuant to this Agreement, attached to this Agreement as Exhibit C.

1.1.70 "Scope of Development" means the detailed description of the Project attached to this Agreement as Exhibit B.

1.1.71 "Security Instrument" means any security instrument, deed of trust, security deed, contract for deed, deed to secure debt, or other voluntary real property (including leasehold) security instrument(s) or agreement(s) intended to grant real property (including leasehold) security for any obligation (including a purchase-money or other promissory note) encumbering the Property, as entered into, renewed, modified, consolidated, increased, decreased, amended, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satisfied, and discharged of record. If two or more such security instruments are consolidated or restated as a single lien or held by the same Lender (as applicable), then all such security instruments so consolidated or restated shall constitute a single Security Instrument. A participation interest in a security instrument (or partial assignment of the secured loan) does not itself constitute a Security Instrument.

1.1.72 "Senior" means, referring to multiple Security Instruments, the Security Instrument that is most senior in lien of the same type. Where Senior is used as a comparative term as against any specified Security Instrument, such term refers to any Security Instrument of 9 38074.00014\33080246.6

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1.1.73 "State" means the State of California.

1.1.74 "Title Company" means Old Republic Title Company, through its office located at 555 12th Street, Suite 200, Oakland, CA 94607 or such other title company mutually agreed upon in writing by both City and Developer

1.1.75 "Title Policy" means a standard CLTA owners' policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Property, subject only to the Permitted Exceptions. However, at Developer's option, Developer may acquire an ALTA extended coverage policy. City shall pay for the standard CLTA policy. Developer shall pay for any additional or AL TA extended coverage policy.

1.1.76 "Transfer" means any of the following:

1.1.76.1 Any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); or

1.1.76.2 Any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect equity interest(s) in the owner of such property, right or obligation by the holders of such equity interest(s); or

1.1. 76.3 Any merger, consolidation, sale, or lease of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or

1.1.76.4 Any Property Transfer; or

1.1. 76.5 The recordation of any deed of trust, mortgage, lien or similar encumbrance against all or any portion of the Property or the Project.

1.1.77 "Unavoidable Delay" means any delay that is caused by the exclusively by the other Party or that is beyond the control of the City or the Developer, including delay caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, fire or similar causes, but excluding circumstances subject to Section 9.7.2.

1.2 Representations and Warranties.

1.2.1 City Representations and Warranties. The representations and warranties of City contained in this Section 1.2.1 shall be based upon the actual knowledge of the 10 38074.00014\33080246.6

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Packet Pg. 103 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) City Manager as of the Effective Date. All representations and warranties contained in this Section

1.2.1 are true and correct as of the Effective Date. City's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. City hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Developer has been made in material reliance by Developer on such covenants, representations and warranties:

1.2.1.1 City is a California municipal corporation, duly formed and operating under the laws of the State of California. City has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

1.2.1.2 The persons executing any instruments for or on behalf of City have been authorized to act on behalf of City and this Agreement is valid and enforceable against City in accordance with its terms and each instrument to be executed by City pursuant hereto or in connection therewith will, when executed, shall be valid and enforceable against City in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in c01mection with the valid execution and delivery of and compliance with this Agreement by City.

1.2.1.3 City has taken all requisite action and obtained all requisite consents for agreements or matters to which City is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby.

1.2.1.4 The Property is a legally formed parcel in the approximate size of

0.20 acres.

1.2.1.5 If the City becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the City under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the City's knowledge and/or belief as of a certain date, the City will give immediate written notice of such changed fact or circumstance to the Developer.

1.2.2 Developer Representations and Warranties. The representations and warranties of Developer contained in this Section 1.2.2 shall be based upon the actual know ledge of Janice Jensen, President and CEO as of the Effective Date. All representations and warranties contained in this Section 1.2.2 are true and correct as of the Effective Date. The Developer's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. The Developer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by City has been made in material reliance by City on such covenants, representations and warranties:

1.2.2.1 The Developer is a California nonprofit public benefit corporation, lawfully entitled to do business in the State of California and the City. The Developer has the legal 11 38074.00014\33080246.6

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Packet Pg. 104 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such persons have the power, right and authority to bind the Developer.

1.2.2.2 The Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for the Developer's authorization to enter into Agreement.

1.2.2.3 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the Developer is a party or by which the Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Developer or to the Property.

1.2.2.4 This Agreement is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon the Developer and enforceable in accordance with their respective terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by the Developer.

1.2.2.5 If the Developer becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Developer's knowledge and/or belief as of a certain date, the Developer will give immediate written notice of such changed fact or circumstance to the City.

1.2.3 Exhibit List. The following is a list of the Exhibits attached to this Agreement. Each of the Exhibits is incorporated by this reference into the text of this Agreement.

Exhibit A
Exhibit B
ExhibitC
ExhibitD
Exhibit E
Exhibit F
ExhibitG
Exhibit H
Exhibit I
Exhibit J
Exhibit K
38074.00014\33080246.6
Legal Description of Property
Scope of Development
Schedule of Performance
Predevelopment Budget
Preliminary Project Budget
Form of Grant Deed
Form of Notice of Agreement
Fonn of Official Action of Developer
F01m of Affordable Housing Covenant
Form of Deed of Trust
F01mofNote
12 10.1.b
Packet Pg. 105 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) ARTICLE II.

PROPERTY DISPOSITION

2.1 Purchase and Sale. In exchange for the Purchase Price and the Developer's other covenants and undertakings set forth in this Agreement, the City shall sell the Property to the Developer and the Developer shall purchase the Property from the City pursuant to the terms and conditions of this Agreement. For the pm-poses of exchanging funds and documents to complete the sale from the City to the Developer and the purchase by the Developer from the City of the Property pursuant to the terms of this Agreement, the City and the Developer agree to open an escrow ("Escrow") with the Escrow Holder. ARTICLE N of this Agreement constitutes the joint escrow instructions of the Parties to the Escrow Holder for completion of the Escrow for the sale of the Property, as contemplated by this Agreement. The Developer and the City shall execute such further escrow instructions, consistent with the provisions of this Agreement, as may be reasonably requested by the Escrow Holder. In the event of any conflict between the provisions of this Agreement and any other escrow instructions requested by the Escrow Holder, the provisions of this Agreement shall control.

2.2 Payment of Purchase Price. The Developer shall pay the Purchase Price by depositing the Purchase Price into the Escrow, at least one (1) business day preceding the Escrow Closing Date.

2.3 Title Approval. As soon as practicable following the Effective Date, the City shall obtain from Title Company the Preliminary Report and deliver a copy of the Preliminary Report to the Developer. Within sixty (60) days following the Developer's receipt of a Preliminary Report for the entire Property, the Developer shall deliver the Developer's Title Notice to the City. If the Developer fails to deliver the Developer's Title Notice to the City within sixty (60) days following the Developer's receipt of the Preliminary Report, the Developer will be deemed to approve the status of title to the Property. Within twenty (20) days following receipt by the City of Developer's Title Notice, if any, the City shall serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within twenty (20) days following its receipt of Developer's Title Notice, the City shall be deemed to elect not to remove any matter objected to in Developer's Title Notice, if any, from the Preliminary Report. If the City elects in City's Title Notice Response to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, the City shall cause the removal of each such objectionable matter from the Preliminary ·Report within sixty ( 60) days following receipt by the Developer of City's Title Notice Response or such other period of time that may be agreed to in writing by both the City and the Developer. If the City is unwilling or unable to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, then, within ten (l 0) days following the Developer's receipt of City's Title Notice Response stating that the City is unwilling to remove or cause the removal of any matter objected to in Developer's Title Notice or upon the expiration of the above sixty (60) day time period during which the City elected to remove such objectionable matters from the Preliminary Repmt and was unable to do so, the Developer may either (1) refuse to accept the title to and conveyance of the Property, in which case the Parties shall have the right, subject to Section 2.3.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the Escrow Holder, or (2) be deemed to waive its objection to any items set forth in Developer's Title Notice. 13 38074.00014\33080246.6

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Packet Pg. 106 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

2.3.1 If at any time prior to the Close of Escrow the Title Company issues an updated Preliminary Report containing any previously undisclosed matter affecting title to the Property, or the City becomes aware of any previously undisclosed matter affecting title to the Prope.rty, following the delivery of the Developer's Title Notice, the City shall provide written notice to the Developer of such matter, together with any updated Preliminary Report related to such matter. The City and the Developer shall have such rights and obligations with respect to such previously undisclosed title matters ·as they did with respect to any title matters set forth in the original Preliminary Report as set forth in Section 2.3.

2.3.2 Before exercising any right a Party may have under this Section 3 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party's request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party's notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable title matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable title matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such title matter unless such agreement is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving such title matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 4.10.

2.3.3 The City agrees not to place any matters of record against the Property (other than Permitted Exceptions and any matters arising from City's issuance or exercise of any remedy related to any approval for the Project), prior to the Close of Escrow, without the prior written consent of Developer.

2.4 Developer Investigations.

2.4.1 The Developer shall have until the expiration of the Due Diligence Period to complete all of its Due Diligence Investigations with respect to the entirety of the Property. The Developer shall complete all of its Due Diligence Investigations within the Du.e Diligence Period and shall conduct all of its Due Diligence Investigations at its sole cost and expense. The Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geoteehnical soil conditions, compliance with applicable laws pertaining to the use of the Property by the Developer and any other matters relevant to the condition or suitability of the Property for the Project, as the Developer may deem necessary or appropriate. City makes no representation or warranty to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. The Developer shall deliver a Due Diligence Investigation Rejection Notice to the City prior to the end of the Due Diligence Period. If the Developer does not timely deliver its Due Diligence Investigation Rejection Notice prior to the end of the Due Diligence Period, the Developer shall be deemed to have accepted the condition of the Property in 14 38074.00014\33080246.6

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Packet Pg. 107 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) its current condition. If the condition of the Property is rejected, then either Party shall have the right, subject to Section 2.3.2, to cancel the Escrow and terminate this Agreement, in its sole discretion, without liability to the other Party or any other person, by delivery of a written notice of termination to the other Party and Escrow Holder. The Developer shall accept all conditions of the Property, without any liability of the City whatsoever, upon the Developer's deemed acceptance of the condition of the Property by its failure to timely deliver its Due Diligence Investigation Rejection Notice. The Developer's fail1.1:re to timely deliver its Due Diligence Investigation Rejection Notice shall evidence the acceptance of the condition of the Property by the Developer in its existing "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition, as of the last day of the Due Diligence Period. In its sole discretion, the Developer may accept the Property in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition at any time before the end of the Due Diligence Period. The Developer shall conduct during the Due Diligence Period such environmental assessment(s) of the Property as the Developer deems appropriate. If such assessment(s) do not reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City shall promptly and at its sole cost and expense install security fencing around the Property. If such assessment(s) do reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City and the Developer shall negotiate in good faith in an effort to reach agreement as to the allocation of responsibility and cost of remediation thereof.

2.4.2 Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the Property or the operations of the City. The Developer shall be liable for any damage or injury to any person or property arising from the acts of the Developer, its employees, agents or representatives during the course of any Due Diligence Investigations on the Property and the Developer shall indemnify, defend with counsel reasonably acceptable to the City and hold harmless the City and its elected officials, officers, directors, attorneys, contractors, agents and employees from any and all actual or alleged liens, claims, demands or liability arising from any Due Diligence Investigations by the Developer on the Property other than for discovery of existing conditions on the Property. Prior to commencing any Due Diligence Investigations on the Property, the Developer shall deliver copies of policies or certificates of insurance to the City evidencing compliance by the Developer with the liability insurance requirements of Section 6.2.

2.4.3 Before exercising any right a Party may have under this Section 2.4 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party's request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party's notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable due diligence matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable due diligence matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such due diligence matter unless such obligation is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on 15 38074.00014\33080246.6

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Packet Pg. 108 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) a mutually acceptable method of resolving the objectionable due diligence matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant • to Section 4.10.

2.5 Developer to Obtain all Proiect Entitlements.

2.5.1 The City's zoning, building and land use regulations (whether contained in ordinances, the City's municipal code, conditions of approval, policies, practice or elsewhere) (collectively, the "City Requirements"), shall be applicable to the use and development of the Project on the Property by the Developer. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute a waiver of any City Requirements regarding the Property, the Project, the Developer, any successor-in-interest of the Developer or any successor-in-interest to the Property. The City Requirements may only be changed or waived by modification or variance approved by the City and consistent with this Agreement. No entitlement, permit or other approval from the City for development of the Project on the Property shall attach to any portion of the Property or otherwise become effective to allow the Developer to develop the Project on the Property until after the Developer owns fee title to that portion of the Property to which such entitlement, permit or other approval pertains. Under no circumstances shall the Developer commence development of any portion of the Project on the Property prior to the Developer owning fee title to the Property.

2.5.2 The approval of the Scope of Development shall not be binding on the City Council or the Planning Conunission of the City regarding any approvals of the Project required by such bodies. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement, except that following the Close of Escrow, the Developer shall possess the same rights as any other owner of property within the Property that desires to develop its property in a manner consistent with the City's General Plan. If any revisions of the Scope of Development are required by a Governmental Agency (other than the City) having jurisdiction over the Property or the Project, the Developer shall promptly make any such revisions that are generally consistent with the Scope of Development.

2.5.3 Notwithstanding any provision to the contrary in this Agreement, following the Close of Escrow, the Developer agrees to accept and comply fully with any and all conditions of approval applicable to all approvals, permits and other governmental actions regarding the development or operation of the Project on the Property, so long as such conditions of approval are consistent with the Scope of Development and this Agreement in all material respects.

2.5.4 Developer to Pay All Costs and Expenses. The Parties agree that the City shall not provide any financial assistance to the Developer in connection with the Project except as may be expressly set forth in this Agreement. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Project. The Developer shall pay any and all fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit 16 38074.00014\33080246.6

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Packet Pg. 109 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall obtain any and all necessary approvals, prior to the commencement of applicable portions of construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. In accordance with this Section 2.5 .4, Developer shall be responsible for the costs, or immediate reimbursement to the City upon delivery of an invoice for the costs, of the following:

2.5.4.1 all fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or the negotiation of this Agreement that may be undertaken by the Developer;

2.5.4.2 all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise associated with the Project; and

2.5.5 The Developer shall obtain all entitlements, permits and other approvals for use and development of the Project on the Property from each Governmental Agency, within the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement upon the occurrence of an Unavoidable Delay.

2.6 Delivery of Property Free of Occupants. At the Close of Escrow, the City will deliver possession of the Property to Developer free and clear of any contractual rights created by or with the consent of the City for any person or entity ( other than Developer) to use or occupy the Property.

ARTICLE III.

PREDEVELOPMENTLOAN

3.1 Loan. City hereby agrees to make a loan (the "Loan") to Developer in a total amount not to exceed TWO HUNDRED EIGHT-FIVE THOUSAND DOLLARS ($285,000.00) from Low and Moderate Income Housing Asset Funds, subject to the terms and conditions of the Loan Documents. The Loan shall be evidenced by, and repayable in accordance with, the Note, in a principal amount not to exceed Two Hundred Eighty-Five Thousand Dollars ($285,000.00), which amounts may be used to pay for certain pre-development costs as set forth in the Predevelopment Budget that are associated with the development of the Low Income Units, provided that the disbursement of the Loan Amount shall be subject to satisfaction of certain conditions precedent as more specifically set forth in Sections 3.4.1, 3.4.2 and 3.4.3 of this Agreement. The Note shall be a recourse debt of Developer, and upon the Close of Escrow, shall be secured by the Deed of Trust.

3.2 Repayment of Loan.

3.2.1 After Close of Escrow on the Property, Developer will develop the Project and sell the Affordable Units to Qualified Homebuyers for use as their primary residences. Upon 17 38074.00014\33080246.6

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Packet Pg. 110 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) completion of construction of each of the Low Income Units and sale to a Qualified Homebuyer as applicable to the Low Income Unit, the Qualified Homebuyer shall execute (i) a separate promissory note in a principal amount equal to FORTY THOUSAND DOLLARS ($40,000) ("Buyer's Note"); (ii) a deed of trust in favor of City to secure the Buyer's Note ("Buyer's Deed of Trust"); and (iii) a Resale Restriction Agreement containing owner occupancy and restrictions on transfer with a term of forty-five (45) years ("Resale Restriction") and Right of First Refusal to re-acquire, renovate, and re-sell the Low Income Unit. Upon completion of the Moderate Income Unit, the Qualified Homebuyer shall executed a Resale Restriction and Right of First Refusal to re-acquire, renovate, and re-sell the Moderate Income Unit only. The Buyer's Note, Buyer's Deed of Trust and the Resale Restriction shall all be in a form as prepared and approved by the City in its sole discretion.

3.2.2 Upon execution of the Buyer's Note, Buyer's Deed of Trust and Resale Restriction by a Qualified Homebuyer for each Low Income Unit, the principal amount due City under this Note shall be reduced by an amount equal to FORTY THOUSAND DOLLARS ($40,000), any accrued interest on such portion of the principal amount shall be forgiven, and City shall execute such documents as may be necessary to release the applicable portion of the Property from the lien of the Deed of Trust and the Affordable Housing Covenant.

3.2.3 Upon execution of the third and last Buyer's Note, Buyer's Deed of Trust and Resale Restriction, applicable to the Low Income Units, and execution of the Resale Restriction applicable to the Moderate Income Unit, the then outstanding principal amount and accrued interest under the Note shall be reduced to zero (-0-), and City shall execute such documents as may be necessary to release any remaining portion of the Property from the lien under the Deed of Trust and the Affordable Housing Covenant.

3.2.4 The Loan Funds shall bear simple interest at the rate of three percent per annum.

3.2.5 In the event of any default by Developer under the Deed of Trust, the Note, this Agreement, the Affordable Housing Covenant or any other loan or document affecting the Property, which default remains uncured following expiration of any applicable notice and cure period(s) prior to the execution of the final Buyer's Note and Buyer's Deed of Trust and all four ( 4) Resale Restrictions, the then outstanding principal and accrued interest on the Loan shall be due and payable in full in accordance with the terms of the Note.

3.3 Use of Funds. The Loan Funds may be used only to pay costs of the Project that are directly attributable or proportionately attributable to the Low Income Units, in accordance with the Predevelopment Budget and all applicable Governmental Requirements.

3.4 Disbursement of Loan Funds.

3.4.1 Conditions Precedent to Initial Disbursement. The City's first Disbursement of Loan Funds pursuant to this Agreement (the "Initial Disbursement'') shall be made not less than sixty (60) days following execution of this Agreement and shall be used to reimburse Developer for certain predevelopment costs incurred by Developer in connection with the development of Low Income Units as part of the Project prior to Close of Escrow as approved 18 38074.00014\33080246.6

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Packet Pg. 111 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) by City and as set forth in the Predevelopment Budget. City's obligation to make the Initial Disbursement is conditioned upon the satisfaction or waiver by City of each and all of the conditions precedent described below ("Conditions Precedent to Initial Disbursement"), which are solely for the benefit of the City, and which shall be fulfilled or waived by the time periods provided for herein. The Conditions Precedent to fuitial Disbursement include:

3.4.1.1 Subject to expiration of any applicable cure period, Developer shall not be in default of any of its obligations under the terms of this Agreement.

3.4.1.2 Execution and delivery of the Note to the City.

3.4.1.3 Developer shall have provided the City with a copy of the resolution of the Developer approving and authorizing execution of this Agreement and all documents contemplated hereby on behalf of Developer and with such other documentation required by the City regarding Developer's status and authority to enter into this transaction.

3.4.1.4 Developer shall have provided City with a certificate showing it to be in good standing under the laws of the State of California.

3.4.l.5 Developer shall have submitted to the City one or more Draw Requests for the disbursement amount requested executed by the Developer with documentation satisfactory to the City ofpredevelopment costs actually incurred by Developer.

3.4.1.6 Developer shall have satisfied all of the applicable terms and conditions set forth in this Agreement, including without limitation providing evidence that it possesses the insurance required by Section 6.3 of this Agreement.

3.4.1.7 All of the representations and warranties made by the Developer in this Agreement and in the Note shall be true and correct in all material respects as of the date of the Initial Disbursement.

3.4.2 Conditions Precedent to Subsequent Disbursements. City shall disburse the remaining proceeds of the Loan Funds to Developer from time to time through subsequent disbursements only for the purpose of financing costs that are listed in the Predevelopment Budget.

Prior to making any subsequent disbursements of Loan proceeds after the Initial Disbursement, each of the following conditions precedent shall have been satisfied or waived by the City in its sole discretion, each of which are solely for the benefit of the City. These conditions precedent include:

3.4.2.1 All of the Conditions Precedent to Initial Disbursement shall have been and continue to be satisfied.

3.4.2.2 Developer shall not be in default under this Agreement or any of the Loan Documents.

3.4.2.3 Developer shall have submitted to the City a Draw Request for the disbursement amount requested executed by the Developer. 19 38074.00014\33080246.6

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Packet Pg. 112 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

3.4.3 Timing of Subsequent Disbursements. Following the Initial Disbursement, City shall disburse Loan Funds to Developer only after and to the extent that the Conditions Precedent to Subsequent Disbursements are met or waived, and no more often than once per calendar month. Upon receipt of a Draw Request, City shall, within thirty (30) days of receipt thereof, determine, in City's reasonable discretion, the portions of the request eligible for payment as Eligible Costs. Upon such determination, City shall disburse Loan Funds to Developer in an amount equal to the Eligible Costs with a written notice indicating any expenses determined to be ineligible for payment as Eligible Costs. City shall not be obligated to disburse Loan Funds if Developer has not submitted a fully completed Draw Request as provided for in this Section 3 .4.

3.4.4 Draw Request. Each "Draw Request" shall include, at a minimum:

3.4.4.1 the specific dollar amount of the request;

3.4.4.2 the specific proposed use of the draw;

3.4.4.3 documentation that supports the amount and use as described in the request (copies of the contract for work, invoice, and evidence of payment of invoice);

3.4.4.4 a current budget and an accounting of money spent to date with balance remaining;

3.5 City Not Liable. In no event shall City be liable to Developer or any other party, including but not limited to any lender, contractor or subcontractor, for any damage whatsoever which may result in whole or in part from any action or inaction of City hereunder, including without limitation, failure or delay in making any disbursement of Loan Funds, except to the extent of City's gross negligence or willful misconduct.

ARTICLE JV.

ESCROW INSTRUCTIONS

4.1 Opening of Escrow. For purposes of this Agreement, the opening of Escrow shall be the first date on which a fully executed copy of this Agreement is deposited with Escrow Holder ("Escrow Opening Date"). The Developer shall cause the Escrow to be opened within five (5) days following the Effective Date. Escrow Holder shall promptly confirm in writing to each of the Parties the date of the Escrow Opening Date. This ARTICLE IV shall constitute the joint escrow instructions of the City and the Developer to Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Property between them, as contemplated in this Agreement.

4.2 Conditions to Close of Escrow. The conditions set forth below shall be satisfied or waived in writing by the respective benefited Party on or before the Escrow Closing Date or the Party benefited by any unsatisfied condition shall not be required to proceed to close Escrow.

4.2.1 Developer's Conditions to Close of Escrow. The Developer's obligation to purchase the Property from the City on the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, each of which can only be waived in writing by the Developer:
20 38074.00014\33080246.6

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Packet Pg. 113 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

4.2.1.1 The Developer agrees, or is deemed, to accept the title to and conveyance of the Property, pursuant to Section 2.3;

4.2.1.2 The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the City prior to the expiration of the Due Diligence Period;

4.2.1.3 The City's planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the City's General Plan;

4.2.1.4 Developer has received the commitments for funding to make the construction and operation of the Project financially feasible in the Developer's discretion;

4.2.1.5 The Title Company is unconditionally committed to issue the Title Policy for the Property, subject to any Permitted Exceptions, to the Developer;

4.2.1.6 Developer approves the Escrow Holder's estimated Escrow closing/settlement statement;

4.2.1.7 The representations, warranties and covenants of the City set forth in Section 1.2.1 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date;

4.2.1.8 The Developer has obtained all entitlements required in connection with the development of the Property, subject to conditions of approval acceptable to Developer in Developer's sole discretion, any applicable appeal period has expired without appeal having been filed or, if an appeal is filed, such appeal has been denied, and no legal action has been instituted against Developer or the City alleging the invalidity of such entitlements;

4.2.1.9 The City has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow; and

4.2.1.10 The City deposits the items into the Escrow required by Section 4.4.

4.2.2 City's Conditions to Close of Escrow. The City's obligation to sell the Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by the City:

4.2.2.1 The Developer agrees, or is deemed, to accept the title to and conveyance of the Property, pursuant to Section 2.3;

4.2.2.2 The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the City prior to the expiration of the Due Diligence Period;

4.2.2.3 The City's planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the, City's General Plan; 21 3 8074.00014\33080246.6

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Packet Pg. 114 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

4.2.2.4 The Title Company is unconditionally committed to issue a lender's policy of Title Insurance with any endorsements the City may reasonably require, insuring the City in the principal amount set forth in the Promissory Note, of the validity and priority of the Deed of Trust upon the Property, in second lien position subject only to the Security Instruments securing the Construction Financing, the Affordable Housing Covenant and liens and matters of record approved by the City in writing, and showing fee simple title to the Property in the name of the Developer (the "City's Lender Title Policy").

4.2.2.5 The Developer submits to the City evidence satisfactory to the City, in the City's reasonable discretion, that the Developer has obtained all entitlements necessary for the development of the Property from each applicable Governmental Agency, including the City;

4.2.2.6 The Developer has completed all ofits material obligations required by this Agreement to be completed prior to the Close of Escrow;

4.2.2.7 The Developer submits to the City the Developer's organizational documents;

4.2.2.8 The Developer submits to the City a copy of the construction contract for the Project in substantially final form (with a copy of the final construction contract being delivered to the City by Close of Escrow);

4.2.'2.9 The Developer submits to the City copies of the Construction Financing Documents in substantially fmal form (with copies of the final Construction Financing Documents being delivered to the City through Close of Escrow);

4.2.2.10 The representations, warranties and covenants of the Developer set forth in Section 1.2.2 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date; and

4.2.2.11 The Developer deposits the items into the Escrow required by Section 4.3.

4.3 Developer's Escrow Deposits. Following satisfaction or waiver of each of the Developer's conditions to Close of Escrow set forth in Section 4.2.1, the Developer shall deposit the following funds and documents into Escrow at least one (1) business days prior to the Escrow Closing Date in a writing delivered to the Parties:

4.3.1 PCO Statement. A PCO Statement executed by the authorized representative(s) of the Developer.

4.3.2 Acceptance of Grant Deed. The Certificate of Acceptance of the Grant Deed, in the form attached to the Grant Deed, executed by the authorized representative(s) of the Developer in recordable form.

4.3.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the Developer in recordable form, to be recorded against the Property at the Close of Escrow.
22 38074.00014\33080246.6

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Packet Pg. 115 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

4.3.4 Affordable Housing Covenant. The Affordable Housing Covenant executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Property at the Close of Escrow.

4.3.5 Construction Financing Security Instrument(s). A Permitted Security Instrument(s) securing repayment of the Construction Financing, executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Property at the Close of Escrow.

4.3.6 City Deed of Trust. The Deed of Trust executed by the authorized representative(s) of Developer in recordable fonn, to be recorded against the Property at the Close of Escrow.

4.3.7 Subordination Agreements. Subordination agreement(s) subordinating the Deed of Trust and Affordable Housing Covenant in the form provided by an Jm;titutional Lender, reasonably approved by the City and executed by the authorized representative(s) of Developer in recordable form for the Construction Financing Security Instruments, to be recorded against the Property at the Close of Escrow.

4.3.8 Other Funds and Documents. Such documents required from Developer under the terms of this Agreement to close the Escrow, including funds as required to pay all Escrow closing costs, which shall be the sole responsibility of Developer, or by the Escrow Holder in the performance of the Escrow Holder's contractual or statutory obligations relating to the Escrow.

4.4 City's Escrow Deposits. Following satisfaction or waiver of each of the City's conditions to Close of Escrow set forth in Section 4.2.2, the City shall deposit the following funds and documents into Escrow at least one ( 1) business days prior to the Escrow Closing Date:

4.4.1 Grant Deed. The Grant Deed executed by the authorized representative(s) of the City in recordable form.

4.4.2 FIRPT A Affidavit ( City). The FIRPT A Affidavit completed and. executed by the authorized representative(s) of the City.

4.4.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the City in recordable form.

4.4.4 Affordable Housing Covenant. The Affordable Housing Covenant signed by the authorized representative(s) of the City in recordable form, which shall be recorded against the entire Property. •

4.4.5 Subordination Agreements. Subordination agreement(s) subordinating the Deed of Trust iu the form provided by an Institutional Lender, reasonably approved by the City and executed by the authorized representative( s) of the City in recordable form for the Construction Finaucing Security Instruments, which shall be recorded against the Property. 23 38074.00014\33080246.6

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Packet Pg. 116 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

4.4.6 Initial Disbursement. Funds in the amount of the Initial Disbursement, determined as set forth in Section 3.4 of this Agreement.

4.4.7 Other Funds and Documents. The principal amount of the Predevelopment Loan and such other funds or documents required from the City under the terms of this Agreement to close the Escrow or by the Escrow Holder in the performance of the Escrow Holder's contractual or statutory obligations regarding the Escrow.

4.5 Closing Procedure. When each of the Developer's Escrow required deposits, as set forth in Section 4.3, and each of the City's Escrow required deposits, as set forth in Section

4.4, are deposited into Escrow, Escrow Holder shall request confirmation in writing from both the City and the Developer that each of their respective conditions to the Close of Escrow, as set forth in Section 4.2, are satisfied or waived. Upon Escrow Holder's receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, Escrow Holder shall close the Escrow for the Property by doing all of the following:

4.5.1 Recordation of Documents. File the documents set forth in Section 4.7 with the Office of the Recorder of the County, for recordation in the order set forth in Section 4.7.

4.5.2 Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution in Section 4. 7.

4.5.3 PCO Statement. File the PCO Statement with the Office of the Recorder of the County.

4.5.4 FIRPT A Affidavit. File the FIRPT A Affidavit with the United States Internal Revenue Service.

4.5.5 Title Policy. Obtain and deliver the Title Policy to the Developer.

4.5.6 City Lenders Title Policy. Obtain and deliver the City's Lender Title Policy to the City.

4.5. 7 Funds. Deliver all funds held by the Escrow Holder for the account of City to City, less any charges to the account of City pursuant to the terms of this Agreement, and deliver the amount of the Initial Disbursement, less any other charges to the account of Developer pursuant to the terms of this Agreement.

4.6 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The City and the Developer may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Holder. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of the City up to a maximum time period extension of one (1) year in the aggregate, in the City Manager's sole and absolute discretion. If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, subject to the notice and cure provisions of Section 8.1 (to the extent applicable), without liability to any other Party or any other person for such termination and cancellation, by delivering written notice 24 38074.00014\33080246.6

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Packet Pg. 117 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) of termination to the other Party(ies) and Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 4.10 if the non-terminating Party is not in default or pursuant to Section 8.1 or

8.2 (as applicable) if the non-tenninating Party is in default. Without limiting the right of any Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on· or before the Escrow Closing Date, and no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow shall close as soon as reasonably possible following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement.

4.7 Recordation and Distribution of Documents. As applicable, Escrow Holder shall cause the following documents to be recorded in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: ( a) the Grant Deed; (b) Permitted Security Instrument(s) securing the Construction Financing; (c) the Affordable Housing Covenant; (d) the Notice of Agreement; (e) the Deed of Trust; (f) the Subordination Agreements described in Sections 4.3.7 and 4.4.5; and (j) any other documents to be recorded through the Escrow upon the joint instructions of the City and the Developer. The Escrow Holder shall deliver conformed copies of all documents filed for recording in the official records of the County through the Escrow to the City, the Developer and any other entity or person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4. 7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of Senior interests prior in time to junior interests, as provided in this Section 4.7.

4.8 Escrow Closing Costs, Taxes and Title Policy Premium. The City and the Developer shall each pay one-half ( 1/2) of the Escrow fees and such other costs as Escrow Holder may charge for the conduct of the Escrow. Escrow Holder shall notify the Developer and the City of the costs to be borne by each of them at the Close of Escrow by delivering the Escrow Holder's estimated closing/settlement statement to both the City and the Developer at least four ( 4) business days prior to the Escrow Closing Date. The City shall pay the premium charged by the Title Company for the standard Title Policy for the Property, exclusive of any endorsements or other supplements to the coverage of such Title Policy that may be requested by the Developer, as well as documentary transfer taxes and any and all other charges, fees and taxes levied by a Governmental Agency relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement. The Developer shall pay any and all recording fees relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement.

4.9 Escrow Cancellation Charges. If the Escrow fails to close due to either the City's material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the City shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close due to the Developer's material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Developer shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close for any reason other than the material default of either the Developer or the City and the Escrow is cancelled and this Agreement is terminated, the Developer and the City shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges. 25 38074.00014\33080246.6

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Packet Pg. 118 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

4.10 Escrow Cancellation. If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the material default of another Pa1ty, the Parties shall do each of the following:

4.10.1 Cancellation Instructions. The Parties shall, within three (3) business days of receipt of Escrow Holder's written request, execute any reasonable Escrow cancellation instructions requested by Escrow Holder;

4.10.2 Return of Funds and Documents. Within ten (10) days of receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Holder: ( a) the Developer or Escrow Holder shall return to the City any docwnents previously delivered by the City to the Developer or Escrow Holder, (b) the City or Escrow Holder shall return to the Developer all docwnents previously delivered by the Developer to the City or Escrow Holder; (c) Escrow Holder shall return to the Developer any funds deposited by Developer into Escrow, less the Developer's share of customary and reasonable Escrow and title order cancellation charges, if any; and ( d) Escrow Holder shall return to the City any funds deposited by City into Escrow if it has already been deposited, less the City's share of customary and reasonable Escrow and title order cancellation charges, if any.

4.11 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099- B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045( e ). Upon the filing of such reporting form with the Internal Revenue Service, Escrow Holder shall deliver a copy of the filed form to the City and the Developer.

ARTICLEV.

PROJECT DEVELOPMENT

5.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Perfom1ance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 5 .1 shall run with the land of the Property until the date each of the Affordable Units has been conveyed to a Qualified Household.

5.2 Construction Start and Completion of Proiect. The Developer shall commence construction of the Project no later than the Project Commencement Date and, thereafter, shall 26 38074.00014\33080246.6

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Packet Pg. 119 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) diligently proceed to complete the construction of the Project in a good and workmanlike manner in substantial conformity with the approved plans, specifications, and conditions for the Project approved by the City and the Schedule of Performance, subject to Unavoidable Delays. The Developer shall obtain a certificate of occupancy for each of the Affordable Units on or before the Project Completion Date, subject to Unavoidable Delays. The Developer will, promptly upon Completion of Construction of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project. The Developer shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses, and authorizations for the Project on or before the date set forth therefor in the Schedule of Performance as the completion date for the Project. After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of thirty (30) consecutive calendar days, subject to Unavoidable Delays.

5.3 Compliance with Laws. All work performed in connection with the development of the Project shall comply with all Governmental Requirements.

5.4 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the City and the Developer and the satisfaction of the conditions precedent to the close of the Escrow. The Parties agree that time is of the essence in the perfo1mance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Perfmmance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty ( 180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition ( or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

5.5 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings, when requested to do so on not less than seven (7) days prior written notice by City staff. 27 38074.00014\33080246.6

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Packet Pg. 120 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

5.6 City's Right to Inspect Project and Property. Officers, employees, agents and representatives of the City shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours, during the period of construction of the Project. Such officers, employees, agents or representatives of the City shall be those persons who are designated by the City Manager. Any and all officers, employees, agents or representatives of the City who enter the Property shall identify themselves at the construction management office on the Property, upon their entrance on to the Property, and shall at all times be accompanied by a representative of the Developer, while on the Property. The Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours, upon reasonable notice from the City. The City shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the City of the right of access to the Property provided in this Section 5.6, other than injury, property damage or liability arising from the negligence or willful misconduct of the Developer or its officers, agents or employees. The City shall inspect relevant portions of the Property, prior to issuing any written statements reflecting adversely on the Developer's compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City's reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City's rights under this Agreement, are made solely for the City's benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work of construction of the Project to detennine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to immediately notify the City in writing should the Developer's inspections show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth therefore in the Schedule of Performance. Without limiting the foregoing, the Developer shall permit the City upon reasonable notice to examine and copy all books and account records and other papers relating to the Property and the construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

5.7 Cost of Construction. The cost and expense of undertaking and completing the Project, including, without limitation, constructing all legally imposed on- and off-site improvements, and providing all utilities therefor, shall be borne by Developer at its sole cost, expense and liability except as otherwise provided in this Agreement. Developer shall be solely responsible for payment of all City land use, construction, inspection, plan check and development impact fees imposed by the City with respect to the development of the Project. Developer shall bear all costs and expenses associated with the processing and obtaining of the entitlements and shall bear all costs and expenses ( except to the extent expressly set forth otherwise in this Agreement), associated with any and all terms, conditions, requirements, mitigation measures and other exactions imposed on, or required in connection with, the entitlements. 28 38074.00014\33080246.6

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Packet Pg. 121 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

5.8 Prevailing Wages.

5.8.1 The Developer acknowledges that the City has not made any representation, express or implied, to the Developer or any person associated with the Developer regarding whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as detennined by the State of California, pursuant to Labor Code Sections 1720, et seq. The Developer agrees with the City that the Developer shall assume the responsibility and be solely responsible for detennining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification.

5.8.2 The Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 5.8, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 5.8.2.

5.8.3 Additionally, in accordance with Section 8.5, the Developer shall indemnify, defend with counsel acceptable to the City and hold the City hannless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of the Project.

ARTICLE VI.

DEVELOPER COVENANTS

6.1 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself: its successors, its assigns and every successor in interest to the Property, or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, source of income, age, marital status, physical or mental handicap, medical condition, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer itself or any person claiming under or through it establish or pennit any such practice or practices of discrimination or se~egation with reference to the selection, location, number, use 29 38074.00014\33080246.6

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Packet Pg. 122 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity.

6.2 Environmental Indemnity of the City by the Developer. The Developer agrees, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and approved by the City) the City and its commissions, agents, attorneys, officers, employees, and authorized representatives (collectively, the "Indemnified Parties"), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever ( collectively, "Environmental Claims") that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Indemnified Parties, directly or indirectly relating to or arising from any of the following "Environmental Matters" existing or occurring during or arising from the Developer's ownership of the Property or construction or operation of the Project:

6.2.1 The presence of Hazardous Substances on, in, under, from or affecting all or any portion of the Property or the Project.

6.2.2 The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Substances on, in, under, from or affecting the Property or the Project.

6.2.3 The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Developer, its agents or contractors, relating to or governing in any way Hazardous Substances on, in, under, from or affecting the Property or the Project.

6.2.4 The failure of the Developer, its agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like in connection with the Developer's activities on the Property or regarding the Project.

6.2.5 The implementation and enforcement by the Developer, its agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge of Hazardous Substances on, in, under, from or affecting the Property or the Project.

6.2.6 The failure of the Developer, its agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Substances existing, stored or generated on, in, under or from the Property or the Project.

6.2.7 Any investigation, inquiry, order, hearing, action or other proceeding by or before any Governmental Agency in connection with any Hazardous Substances on, in, under, from or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.
30 38074.00014\33080246.6

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Packet Pg. 123 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

6.2.8 The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys' fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

6.3 Insurance. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, "Additional Insureds") against any and all claims and liability for death, injury, loss and damage resulting from the Developer's actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage, described in and required by this Section 6.3. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section 6.3 to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and selfinsured retentions under all insurance policies issued in satisfaction of the terms of this Agreement.

Developer shall retain all insurance policies as set forth in this Section 6.3 until each of the Affordable Units is conveyed to a Qualified Household.

6.3.1 Workers' Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers' compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:
"I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement."
The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers' compensation coverage for all of such contractor's or sub-contractor's employees, unless the contractor's or sub-contractor's employees are covered by workers' compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers' compensation insurance covering such employees. Each workers' compensation policy procured pursuant to this Section 6.3.l shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

6.3.2 Liability and Permanent Insurance Requirements.

6.3.2.1 The Developer shall maintain in full force and effect, from the Effective Date until conveyance of each of the Affordable Units to a Qualified Household, subject to Section 6.3.2.4, the following insurance coverage:

6.3.2.1.1 Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer pursuant to this Agreement), Products31 38074.00014\33080246.6

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Packet Pg. 124 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Completed Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Developer's operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate.

6.3.2.1.2 Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by the Developer with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy.

6.3.2.l.3 If the Developer hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion of the Project, the Developer shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the perfon11ance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000), unless otherwise approved by the City in writing.

6.3.2.1.4 Upon acceptance of the Project or any po11ion thereof, from each contractor, the Developer shall maintain Fire and Extended Coverage Insurance, excluding emihquake coverage, on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all po11ions of the Project so accepted.

6.3.2.2 During the construction of the Project, the Developer shall require that each contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or the Developer shall provide for such contractors "wrap" coverage, as specified below, at all times during the performance of said work:

6.3.2.2.1 The Developer shall maintain Builder's Risk
Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or po11ion of the Project 011 which such contractor is performing work.

6.3.2.2.2 The general contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate and each subcontractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate to protect the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the prope11y of others.

6.3.2.2.3 Each general contractor and each sub-contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily 32 38074.00014\33080246.6

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Packet Pg. 125 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) injury and death) and property damage covering all owned, leased, hired and non-owned vehicles used in the performance of the contractor's obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

6.3.2.3 The insurance required in Section 6.3 .2.1 and Section 6.3 .2.2 above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

6.3.2.4 Any insurance coverage required under this Agreement shall not be written on a "claims made" basis. The applicable certificate of insurance must clearly provide that the coverage is on an "occurrence" basis. The requirements of this Section 6.3 .2.4 shall survive any expiration or termination of this Agreement and the recordation of the Grant Deed.

6.3.2.5 Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.

6.3.2.6 Subject to Section 6.3.2.4, all of the insurance coverage required under this Section 6.3 shall be maintained by the Developer or its contractors, as required by the tem1s of this Agreement, until each of the Affordable Units has been conveyed to a Qualified Household and shall not be reduced, modified, or canceled without, at least, thirty (30) days prior written notice to the City. Also, phrases such as "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds.

The Developer shall immediately obtain replacement coverage for any insurance policy that is tenn.inated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.

6.3.2.7 All insurance to be obtained and maintained by the Developer under this Section 6.3 shall be issued by a company or companies listed in the then current "Best's Key Rating Guide" publication with a minimum of an "A- XI" rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.

6.3.2.8 The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 6.3.

6.3.2.9 All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

6.3.2.10 Insurance coverage in the minimum amounts set forth in this Section 6.3 shall not be construed to relieve the Developer of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law. 33 3 8074.000 l 4\33080246.6

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Packet Pg. 126 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

6.3.3 Failure by the Developer to maintain all insurance coverage required by this Section 6.3 in effect shall be an Event of Default by the Developer. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default.

Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement

6.4 Developer Covenant to Defend this Agreement. The Developer acknowledges that the City is a "public entity" and/or "public agency" as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities and public agencies including, without limitation, CEQA. Also, as a public body, the City's action in approving this Agreement may be subject to proceedings to invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third-party legal actions related to the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City is determined to have occurred. If a thirdparty files a legal action regarding the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, either the City may terminate this Agreement on thirty (30) days written notice to the Developer of the City's intent to terminate this Agreement, referencing this Section 6.4, without any further obligation to perform the terms of this Agreement and without any liability to the Developer resulting from such termination, unless the Developer unconditionally agrees to indemnify and defend the City, with legal counsel acceptable to the City, against such third-party legal action, as provided in the next sentence. Within thirty (30) days of receipt of the City's notice of intent to terminate this Agreement, as provided in the preceding sentence, the Developer may offer to defend the City, with legal counsel reasonably acceptable to the City, in the third-party legal action and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action.

Any such offer from the Developer must be in writing and reasonably acceptable to the City in both form and substance. Nothing contained in this Section 6.4 shall be deemed or construed to be an express or implied admission that the City is liable to the Developer or any other person or entity for damages alleged from any alleged or established failure of the City to comply with any statute, including, without limitation, CEQA. The Developer's defense of such third party actions as described in this Section 6.4 shall constitute an Unavoidable Delay.

ARTICLE VII.

PROJECT FINANCING

7.1 Project Financing. Developer shall finance the development of the Project substantially in accordance with the Preliminary Project Budget. Futther, City and Developer agree that the fmancing of the Project shall comply with all of the following:
34 3 8074.000 l 4\33080246.6

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7.1.1 Construction Financing. Prior to the Close of Escrow, Developer shall provide for the City's review and approval, which may be withheld or conditioned in City's reasonable discretion and which shall not be unreasonably delayed, the terms of the Construction Financing, and shall provide the City the opportunity to review such terms with the Institutional Lender providing such Construction Financing.

7.2 Proiect Budget. By its execution of this Agreement, the City has given its approval to the Preliminary Project Budget. The City agrees to not require any changes in the Project or Project Budget that would change these two assumptions. While the Preliminary Project Budget has been prepared based on the best, good faith estimate of Developer of the costs which are likely to be incurred for the Project, the Parties recognize that events and circumstances not currently contemplated, some of which are outside of the control of the Parties, could result in changes in the Project Costs, necessitating changes in the Preliminary Project Budget. To the extent that Developer is required to make changes to the Preliminary Project Budget, Developer shall immediately submit a revised Preliminary Project Budget to the City Manager for review and approval, which review and approval shall not be unreasonably withheld, conditioned or delayed, as to the sufficiency of the financing secured by Developer to meet the revised Project Costs.

7.3 Only Permitted Exceptions. Developer shall not record and shall not allow to be recorded against the Property any Security Instrument, lien or other encumbrance that is not a Permitted Exception. Developer shall remove or cause to be removed ( or providing title insurance in form and substance reasonably acceptable to the City and issued by a title insurance company reasonably acceptable to the City, insuring the priority of this Agreement and the Deed of Trust securing the Predevelopment Loan as superior to such lien, with such title insurance being in the minimum amount of the outstanding principal and interest under the Predevelopment Loan plus 125% of the amount of the lien claim or providing a statutory bond resulting in removal of such lien) any non-Permitted Exception made or recorded against the Prope11y or shall assure the complete satisfaction of any such non-Permitted Exception to the satisfaction of the City, in the City's sole and absolute discretion. The covenants of Developer set forth in this Section regarding the placement of encumbrances on the Property shall run with the land of the Property and bind successive owners of the Property, until each of the Affordable Units within the Project has been conveyed to a Qualified Household.

7.4 City Right to Discharge Prohibited Encumbrances. After sixty (60) calendar days' Notice to Developer of a non-Permitted Exception and provided that Developer has not caused such non-Permitted Exception to be removed pursuant to Section 7.3, the City shall have the right, but not the obligation, to satisfy or remove any non-Permitted Exception against the Property or the Project and receive reimbursement from Developer for any amounts paid or incurred in satisfying or removing any such non-Permitted Exception, upon demand. Any amount expended by the City to discharge a non-Permitted Exception that is not reimbursed to the City by Developer within thirty (30) calendar days following written demand for payment from the City shall accrue interest at an annual rate equal to the lesser of eight percent (8%) per annum or the maximum highest rate of interest allowed by law under the circumstances, until paid in full.

Nothing in this Section 7.4, though, shall require Developer to pay or make provisions for the payment of any tax, assessment, lien or charge that Developer is in the process of contesting the validity or amount thereof, in good faith, and so long as such contest shall not subject all or any portion of the Property to forfeiture or sale.
35 38074.00014\33080246.6

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7.5 Rights of Lender and City Regarding Permitted Security Instruments.

7.5.1 Notice of Liens. The Developer shall promptly notify the City of any Security Instrument or lien asserted against or attached to all or any portion of the Project or the Property, other than as listed in Section 4. 7, prior to the date of conveyance of the final Affordable Unit in the Project to a Qualified Household, whether by voluntary act of Developer or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic's liens need be given by Developer to the City, prior to suit being filed to foreclose any such mechanic's lien.

7.5.2 Notice of Default to Lenders. Whenever the City delivers any notice of default to Developer under this Agreement, the City shall send a copy of such notice of default to each Lender holding a Pennitted Security Instrument of which the City has received notice and a contact address for transmittal of such notices. Each Lender receiving a copy of any such notice of default shall have the right, at its option, to commence the cure or remedy of any default of Developer set forth in such notice and to diligently and continuously proceed with such cure or remedy such default, within the cure period allowed to Developer under this Agreement. The City shall accept such performance by a Lender with the same force and effect as if furnished by Developer. If such default can only be remedied or cured by the Lender upon obtaining possession of the Property, the City shall allow the Lender an opportunity to obtain possession with diligence and continuity through exercise of remedies under such Lender's Permitted Security Instrument and to remedy or cure such default within ninety (90) days after obtaining possession of the Property. If the default reasonably requires more than ninety (90) days to cure, however, then the time available to a Lender to cure pursuant to this Section 7.5 shall be the reasonable time required to complete such cure, as long as the Lender has commenced the cure of the default within such ninety (90) day period and diligently pursues the cure to completion. During such extension of time, the City shall not terminate this Agreement or exercise' other remedies under this Agreement by reason of such default. All Developer specific defaults shall be deemed cured upon Transfer of Developer's interest in the entire Property to the Lender, its assignee or nominee, pursuant to exercise ofremedies under a Permitted Security Instrument. Nothing contained in this Agreement shall be deemed to permit, authorize or require any Lender to undertake or continue the construction or installation of any portion of the Project (beyond the extent necessary to conserve or protect improvements or constmction already made) prior to or after acquiring title to or possession of the entire Property, without expressly assuming Developer's obligations under this Agreement by written agreement reasonably satisfactory to the City, in which the Lender agrees to complete the Project in the manner provided in this Agreement. Any Lender desiring to complete the Project must provide the City with evidence reasonably satisfactory to the City that the Lender has the qualifications ( or will engage one or more licensed contractor( s) or consultant( s) with such qualifications) and financial capability necessary to perfonn such obligations.

7.5.3 No Termination of Permitted Security Instruments by Default. An Event of Default by Developer under this Agreement shall not defeat or render invalid the lien of any Permitted Security Instrument made in good faith and for value as to all or any part of the Property, whether or not the Lender is subordinated to this Agreement; but unless otherwise provided in this Agreement, this Agreement shall be binding and effective against any owner of the Property, whose title thereto is acquired pursuant to exercise of remedies under a Permitted Security Instrument or from a person or entity exercising any such remedies. 36 38074.00014\33080246,6

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Packet Pg. 129 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

7.5.4 Lender Rights on Termination or Modification. No termination of this Agreement shall be binding upon a Lender unless the termination occurs after notice to such Lender and such Lender's failure to cure all then existing defaults under this Agreement ( except any Developer specific defaults), pursuant to this Section 7.5, or with such Lender's prior written consent. No modification of this Agreement that materially affects the rights of a Lender shall be binding upon the Lender without its prior written consent.

7.5.5 No Construction Obligation of Lender. A Lender shall in no way be obligated by the provisions of this Agreement to construct or complete the development of the Project or to guarantee such construction or completion, but may do so pursuant to and in accordance with this Section 7.5. Nothing in this Agreement shall be deemed to construe, permit, or authorize any Lender to devote all or any portion of the Property to any uses, or to construct any improvements thereon, other than those uses or the Project provided for or authorized by this Agreement.

7.5.6 City Right to Cure Obligations. In the event of a default by Developer under any Permitted Security Instrument, where the Lender has not exercised its option to complete the Project under Section 7.5.2, the City may cure the default of Developer under the applicable Permitted Security Instrument, but is under no obligation to do so, prior to completion of any sale or foreclosure of all or any portion of the Property under the applicable Permitted Security Instrument. The City shall be entitled to reimbursement from Developer of all costs and reasonable expenses incurred by the City in curing any default of Developer under any Permitted Security Instrument, under demand. Any amount expended by the City to cure a default of Developer under any Permitted Security Instrument that is not reimbursed to the City, by Developer within thirty (30) calendar days after notice of such amount to Developer, shall accrue interest at an annual rate equal to the lesser of eight percent (8%) per annum or the maximum highest rate of interest allowed by law under the circumstances until paid in full. City's rights to cure under this Section shall remain in effect until Developer has repaid the Land Note and the Project Note in full. ' 7.5.7 Foreclosure of Permitted Security Instrument. Foreclosure of any Permitted Security Instrument, whether by judicial proceedings or by power of sale, or any conveyance by deed in lieu of foreclosure, shall not require the consent of the City or constitute a default under this Agreement.

ARTICLE VIII.

DEFAULTS, REMEDIES AND TERMINATION

8.1 Defaults - General.

8.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by any Party to perfom1 any term or provision of this Agreement shall constitute an "Event of Default" under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and 37 3 8074.00014\33080246.6

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Packet Pg. 130 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred.

8.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

8.1.3 Any failure or delays by any Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party in asserting any of its rights and/or remedies shall not deprive that Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies.

8.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the conveyance of all of the Affordable Units within the Project to Qualified Households, shall constitute an "Event of Default" under this Agreement and shall not be subject to the notice and cure provisions of Section 8.1.1:

8.1.4.1 Any material default by the Developer under any Security Financing Instrument for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Security Financing Instrument.

8.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement.

8.1.4.3 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 5.2 or the Developer has not been issued, or entitled to be issued, certificates of occupancy for all of the Affordable Units by the Project Completion Date.

8.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five ( 5) days following written notice of such event from the City to the Developer.

8.1.4.5 The Developer Transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the te1ms and conditions of this Agreement.

8.1.4.6 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law.

8.1.4.7 The Developer's legal entity status authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated. 38 38074.00014\33080246.6

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8.2 DEVELOPER'S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW. UPON

THE OCCURRENCE OF AN EVENT OF DEFAULT PERTAINING TO THE CONVEYANCE

OF THE PROPERTY BY THE CITY UNDER THIS AGREEMENT PRIOR TO CLOSE OF ESCROW, THE DEVELOPER SHALL, AS ITS SOLE AND EXCLUSIVE RE:MEDY, HA VE

THE RIGHT TO EXERCISE ONE OF THE ALTERNATIVE REMEDIES DESCRIBED IN SECTIONS 8.2.1 AND 8.2.2. THE DEVELOPER'S ELECTION, ONCE MADE, SHALL BE IRREVOCABLE.

8.2.l WAIVE.R OF RIGHT TO SPECIFIC PERFORMANCE AND
LIMITATION ON RECOVERY OF DAMAGES. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 8.2.2 AND MAY CANCEL THE ESCROW PURSUANT TO SECTION 4.10, AND UPON CANCELLATION OF THE ESCROW, THE

DEVELOPER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT

TO PURCHASE OR ACCEPT TITLE TO THE PROPERTY AND ANY SUCH ESCROW

CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE DEVELOPER TO THE CITY OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE DEVELOPER

SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY

THE DEVELOPER IN REASONABLE RELIANCE ON THIS AGREEMENT PRIOR TO THE

DATE OF THE OCCURRENCE OF THE EVENT OF DEFAULT BY THE CITY, NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000). THE DEVELOPER WAIVES ANY

RIGHT TO RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM AN EVENT OF DEFAULT BY THE CITY PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THEW AIYER AND RELEASE CONTAINED IN THIS SECTION 8.2.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS ORHERFAVORATTHE TIME OF EXECUTING

THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST

HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 8.2.1.

DEVELOPER'S INITIALS -~~
IN CONNECTION WITH THE WAIVE~SECTION 8.2.1, THE

DEVELOPER FURTHER WAIVES THE RIGHT TO RECORD A NOTICE OF PENDENCY

OF ACTION AGAINST ALL OR ANY PORTION OF THE PROPERTY EXCEPT

DEVELOPER MAY RECORD SUCH A NOTICE IN CONNECTION WITH ANY SUIT FOR

SPECIFIC PERFORMANCE PERMITTED HEREUNDER IN THE EVENT DEVELOPER 39 38074.00014\33080246.6

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ELECTS NOT TO WAIVE ITS RIGHT TO SEEK SPECIFIC PERFORMANCE UNDER SECTION 8.2.2.

8.2.2 SPECIFIC PERFORMANCE. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 8.2.1 AND, IN ACCORDANCE WITH CIVIL CODE SECTION 3384, ET SEO., INSTITUTE AN ACTION AGAINST THE CITY FOR SPECIFIC

PERFORMANCE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT WHICH WERE TO HA VE BEEN COMPLETED BY THE CITY PRIOR TO THE CLOSE OF ESCROW.

8.3 Legal Actions.

8.3.1 Except as otherwise provided by Section 8.2, any Pmty may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of Contra Costa, California, in any other appropriate court within the County of Contra Costa, California.

8.3.2 The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City of Pleasant Hill, County of Contra Costa, California.

8.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE VIIII are nonexclusive and cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Pmty(ies).

8.5 Developer Indemnification of the City. In addition to any other specific indemnification or defense obligations of the Developer set forth in this Agreement, the Developer agrees to indemnify, defend (upon written request by the City and with counsel reasonably acceptable to the City) and hold harmless the Indemnified Parties, from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney's fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Developer or the Developer's officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this Agreement, any work to be performed by the Developer related to this Agreement, the Property, or the Project, or any authority or obligation exercised or unde1taken by the Developer under this Agreement. Without liiniting the generality of the foregoing, the Developer's obligation to indemnify the Indemnified Parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, any workers' compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or 40 38074.00014\33080246.6

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ARTICLE IX.

GENERAL PROVISIONS.

9.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

9.2 Restrictions on Transfers.

9.2.1 The Developer acknowledges that the qualifications and identity of the Developer are of particular importance to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or infonnation.

9.2.2 Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation of law, provided, however, that the City may approve in its reasonable discretion, Transfers other than Penuitted Transfers. In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee's financial strength and the experience of the proposed transferee and its senior management in undertaking and successfully completing projects of a similar type and size as the Project or that portion of the Project proposed to be transferred. Any Transfer made in contravention of this Section 9.2 shall be voidable at the election of the City and this Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have twenty (20) calendar days following its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Developer and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City.

9.2.3 The Developer shall provide the City no less than thirty (30) days prior written notice of any proposed Permitted Transfer which the Developer desires to enter into, other than a Permitted Transfer for which no notice shall be required. The Developer shall have the burden of demonstrating to the City's reasonable satisfaction that the proposed Permitted Transfer meets the conditions and requirements of this Agreement with respect to Permitted Transfers. 41 38074.00014\33080246.6

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9.3 Notices, Demands and Communications Between the Parties.

9.3.1 Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight courier service or by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of the City or the Developer, as applicable, as designated in Section 9.3.2. Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or three (3) calendar days after it is placed in the United States Mail, as provided in this Section 9.3.

9.3.2 The following are the authorized addresses for the submission of notices, demands or communications to the Patties:

Developer:

With a copy to:

Habitat for Humanity East Bay/Silicon Valley, Inc.
2619 Broadway
Oakland, CA 94612
Attn: Janice Jensen
City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Manager
Best Best & Krieger LLP
2001 North Main Street, Suite 390
Walnut Creek, CA 94596
Attn: Janet E. Coleson, City Attorney

9.4 Conflict of Interest. No member, official or employee of the City, having any conflict of interest, direct or indirect, related to this Agreement, the Property, or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest.

9.5 Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 9.5, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer.
42 38074.00014\33080246.6

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Packet Pg. 135 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

9.6 Non-liability of City, Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such member, official or employee.

9.7 Unavoidable Delay; Extension of Time of Performance.

9.7.1 Subject to specific provisions of this Agreement, performance by any Party under this Agreement shall not be deemed, or considered to be, in default where any such default is due to an Unavoidable Delay that is not attributable to the fault of the Party claiming an extension of time to perform. An extension of time for any Unavoidable Delay shall be for the period of the Unavoidable Delay and shall commence to run from the date of occurrence of the Unavoidable Delay, if the Party asserting the existence of the Unavoidable Delay provides the other Parties with written notice of the occurrence of the Unavoidable Delay, within ten (10) days of the commencement of such asserted Unavoidable Delay. Otherwise, the extension of time for an Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Parties not requesting an extension of time to perfonn due to such Unavoidable Delay.

9.7.2 The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement.

9.8 Inspection of Books and Records. The City shall have the right at all reasonable times during normal business hours and upon 48 hours' notice, at the City's cost and expense, to inspect the books and records of the Developer pertaining to the Property and/or the Project. The Developer shall also have the right at all reasonable times, at the Developer's sole cost and expense, to inspect the books and records of the City pertaining to the Property and/or the Project, to the extent relevant to the Developer's obligations under this Agreement. Nothing in this Section 9.8 or elsewhere in this Agreement shall, however, constitute a waiver or modification of any right or privilege which any Party may have with respect to any document, statement, or other record, including, without implied limitation, the attorney-client privilege, the attorney-work product privilege, any privilege arising under any state or federal evidentiary code or rule, or any privilege or exclusionary right arising under any state or federal freedom of information or public records disclosure law.

9.9 Real Estate Commissions. The City and the Developer each represent and warrant to the other that no real estate brokerage commission is payable to any person or entity in connection with the transactions contemplated hereby on account of or due to the acts or omissions 43 38074.00014\33080246.6

10.1.b
Packet Pg. 136 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) of such representing party, and each agrees to and does hereby indemnify, defend and hold the other harmless from and against the payment of any commission to any other person or entity claiming by, through or under the City or the Developer, as applicable.

9.10 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

9.11 Entire Agreement.

9.11.1 This Agreement includes J.or~., .Cill't ® pages (exclusive of signature pages) and eleven (11) exhibits, that constitut the entire understanding and agreement of the Parties regarding the Property, the Project, and the other subjects addressed in this Agreement.

9.11.2 This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property, the Project, and the other subjects addressed in this Agreement

9.11.3 None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Property and this Agreement shall continue in full force and effect before and after such conveyances.

9.11.4 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing .and signed by the authorized representative(s) of all Parties.

9.12 Survival of Indemnity Obligations. All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement, and the execution or recordation of the Grant Deed.

9.13 Time Declared to be of the Essence. As to the performance of any obligation hereunder as to which time is a component thereof, the performance of such obligation within the time provided is of the essence.

9.14 Approvals. Except as otherwise provided in this Agreement, approvals required of the City or the Developer, or any officers, agents or employees of the City or the Developer, shall not be unreasonably withheld and approval or disapproval shall be given within the time set forth in this Agreement or, if no time is given, within a reasonable time.

9.15 Further Assurances. The Parties agree to reasonably consider such additional actions or the execution of such other documents as may be reasonably necessary or convenient to the financing, development, and operation of the Project, although nothing in this Section 9.15 shall be deemed a representation, guaranty or commitment by any Party to take any action or execute any document.

9.16 City Approvals and Actions. The City Manager shall have the authority, on behalf of the City (to the extent not provided otherwise in this Agreement), to make approvals, issue 44 3 8074.00014\33080246.6

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Packet Pg. 137 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) interpretations, waive provisions, grant extensions oftime, approve amendments to this Agreement and changes to the attached exhibits prior to their execution and execute documents, including, without limitation, the Notice of Completion. The City Manager reserves the right, in their sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager determines or believes that such action could increase the risk, liability or costs to City, or reduce the length of affordability of the Project. [Signatures on Following Pages]
45 38074.00014\33080246.6

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Packet Pg. 138 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

SIGNATURE PAGE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT Dated: ~,/J 3 L2 / , 20~ I
I
ATTEST:

APPROVED AS TO FORM:

By:

City Attorney
S-1
3 8074.00014\33080246.6
(85 Woodsworth Lane)
CITY:

THE CITY OF PLEASANT HILL
a California municipal corporation
City Manager, -~~

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Packet Pg. 139 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

SIGNATURE PAGE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Dated:

S-2
38074.00014\33080246.6
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a
California non-profit public benefit corporation
By:

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Packet Pg. 140 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBIT A
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Legal Description of the Property

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 . 02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of 25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of 75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBIT A
A-1

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Packet Pg. 141 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITB
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Scope of Development
Habitat will develop 85 Woodsworth Lane in Pleasant Hill, California ("Property") with four attached single family townhouses with zero lot line parcels in a two story building. The units will be sold as ownership units, of which three will be sold to low income households up to 80% of the Area Median Income ("AMI") and one will be sold to a moderate income household up to 120% AMI as defined in the DDA. There will be no Home Owner Association for this project. 38074.00014\33080246.6

EXHIBITB
B-1

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Packet Pg. 142 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITC
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AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Schedule of Performance
[Attached Behind This Page]

EXHIBITC
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Packet Pg. 143 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

SCHEDULE OF PERFORMANCE
85 Woodswortb Lane - Habitat for Humanity
Item to be
Performed
1 Effective Date
2 Escrow Opening
Date
3 Provide Preliminary
Title Report
4 Title Notice
5 Title Response
6 Removal of Title
Matter
7 Meet and Confer on
Title Matters
8 Conditions
Precedent to Initial
Disbursement
9 Initial Disbursement
of Loan Funds
10 Subsequent
Disbursement of
Loan Funds
38074.00014\33080246.6
Responsible Party Time for Performance
n/a Upon fully executed
agreement
City, Developer, 5 days from Effective Date
and Escrow Holder
City As soon as practicable
following Effective Date
Developer 60 days following receipt of
Preliminary Title Report
City 20 days following Title
Notice
City 10 days following Title
Notice if unable or unwilling
to remove
60 days following Title
Notice to remove
objectionable matter
City and Developer Within 3 days following
receipt of notice to terminate
agret-'lnent; 30 day meet and
confer period
City and Developer Within 60 days of
Agreement execution
City 60 days following
Agreement execution
City 30 days ofreceipt of Draw
Requests per 3.4.4

EXHIBITC
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Agreement
Reference

1.1.24 4.1

2.3 2.3

2.3 2.3

2.3.2 3.4.1

3.4.1 3.4.3

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Packet Pg. 144 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Item to be Responsible Party Time for Performance Agreement Per:formed Reference
11 Due Diligence Developer 270 days from Effective 1.1.23 Investigations Date
Period
12 Project Entitlements City and Developer March 31, 2022 2.5, 4.2.1 .3,

4.2.1.8 13 Other Funding Developer December 31, 2022 4.2.1.4 Commitments
14 Title Company City and Developer Prior to Escrow Closing 4.2.1.5 Committed to Issue Date
Title Policies
15 Developer Developer Prior to Escrow Closing 4.2.2.7, Documents Date 4.2.2.8,
Submitted to City 4.2.2.9
(Organizational
Documents,
Construction Contract,
Construction Financing
Documents)
16 Escrow Fee Payment City and Developer 4 business days prior to 4.8 Escrow Closing Date
17 Escrow Deposits City and Developer 1 business day prior to 4.3, 4.4 Escrow Closing Date
18 Payment of Purchase Developer 1 business day prior to 2.2 Price Escrow Closing Date
19 Escrow Closing City, Developer, 5th day following Escrow 1.1.29, 4.6 Date and Escrow Holder Holder's receipt of written
satisfaction or waiver of all
conditions precedent, no
later than January 31, 2023
20 Escrow Holder Escrow Holder Following Close of Escrow 4.11 Report to IRS and prior to last date
required by IRS
21 Cancellation City and Developer 3 business days of Escrow 4.10.1 Instructions Holder's written request

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Packet Pg. 145 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Item to be Responsible Party Time for Performance Agreement Performed Reference
22 Return of Funds and Developer 10 days of receipt by Parties 4.10.2 Documents of Escrow settlement
statement
23 Project Developer 60 days from Close of 1.1.60
Commencement Escrow
24 Project Completion Developer 30 months after Project 1.1.61 Commencement
Per Section 5. 4 of Agreement: Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty (180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for peiformance of a task or satisfaction of a condition (or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If pe1fonna11ce of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays. 38074.00014\33080246.6

EXHIDITC
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Packet Pg. 146 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITD
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Predevelopment Budget
[Attached Behind this Page]

EXHIBITD
D-1

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Packet Pg. 147 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) 38074.00014\33080246.6

PREDEVELOPMENT BUDGET
85 Woodsworth Lane - Habitat for Humanity
Item
Site Acquisition/Due Diligence
Design Consultants*
Permits and Fees*
Administration*
Total Predevelopment Budget
Estimated Cost
$25,000
$145,000
$95,000
$40,000
$305,000
*Predevelopment design consultants and permits and fees estimated at 40% of total budgeted amount for these line items; administration estimated at 20% of total budgeted amount for this line item. Rounded up to nearest $5,000.

Estimated as qf2IJ8/2021, subject lo change

EXHIBITD
D-1

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Packet Pg. 148 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Preliminary Project Budget
[Attached Behind this Page]

EXHIBITE
E-1

10.1.b
Packet Pg. 149 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

PRELIMINARY PROJECT BUDGET
85 Woodsworth Lane -Habitat for Humanity
Habtt81 Fot Humanity East Bay/SIiicon Valley 2020 8u091t ProJtOI Name: Woodswor1h, Pleaoant HIii
Summary Budget
211812021
3 Unil • Low 40'11, AM, 1 Unit• Mod (IHl'll,AM<l2011AM) 1 uR 2 flR 3BR 4BR Torru NOfflH ercen age
,=nnSQ, Fl. sso 1.030 1,320 1 320
Ext. Law IQ-rage) . 0 0 0 . .. ~
Lo'H Ill 70% rnoc) 0 2 1 J 76%
Mc<loreto ll! 11 AMI 1avereoe) . 0 1 0 1 25%
Market . 0 0 0 0%
Total Units 0 3 1 4 100%
Taal SO. Fl. 0 0 3,960 1,320 5,280
Project Time Line Surt ftnl,t,
!Lano Cootract 2020 2021
!Entitlement & CO & Ftnancina 2021 2022
ltnfrastructure ond Site Oevel~1M:"nt 2023 2023
IConstnJctlon of All Homes 2023 2024
Construction cash Sources \IOI
,~w t"arunu Total Cost
Heriteoe Uno of Credlt/Coostrutlla, Loan 1.659,103 414,776 6194% Ccntrtbulioos ~ Habitat f« Humanitv 68,372 17,093 2.55% Ctty financing 285.000 71,250 10.64%
G-Op Flnanclno 600.000 100,000 2240%
AHP/1,I/ISH Funds 68.000 16.500 2.46%
fTotal Construction Sources j S 2,678,475 j S 669,619 j 100.00% Permanent Sources
Conll1DUUons • Habitat fo, Humanity
Clrv Fmanclng
GOD Financing
FundinaGap
Home Sales Pro:eeds • LON
Home Salos Proceeds • MOds
Hane &lies Proceeds - Market Roto
Home Sales Proceed. AHPM'ISH Funds
!Total Permanent Sourcos
Oevelcpment Ccsts
Estimated as of 21 /812021, subject to change
38074.00014\33080246.6

EXHIBITE
E-2
1,\01
Total Porunu Total Cost
68,372 s 17.093 2.55%
::!85,000 s 71 ,250 10.64%
600,000 s 150.000 22.40%

0.00%
1,076,400 s 3a9.4or 4026%
560,703 s 560.703 21.66%
s 0.00%

66.000 s 22.000 2.46%
j $ 2,s,a,415 I s 669,619 i 100.00%
j $

10.1.b
Packet Pg. 150 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITF
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT 38074.00014\33080246.6
Form of Grant Deed
[Attached Behind This Page]

EXHIBITF
F-1

10.1.b
Packet Pg. 151 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) RECORDING REQUESTED BY:

City of Pleasant Hill

WHEN RECORDED MAIL TO AND MAIL
TAX STATEMENTS TO:

Habitat for Humanity Easf Bay/Silicon Valley
2619 Broadway
Oakland, California 94612
Attn: Janice Jensen

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):

Documentary Transfer Tax is $ _______ .;

PART ONE

SPACE ABOVE FOR RECORDER'S USE ONLY
FOR AV ALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF PLEASANT HILL, a California municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("Grantor"), hereby grants to HABIT AT FOR HUMANITY EAST BAY /SILICON VALLEY a California nonprofit public benefit corporation ("Grantee"), that certain real property located in the City of Pleasant Hill, County of Contra Costa, State of California, specifically described in Exhibit "A" attached to this Grant Deed ("Property") and made a part of this Grant Deed by this reference.

PART TWO
The conveyance of the Prope1ty by the Grantor to the Grantee in Part One is subject to the following community development terms, conditions, covenants and restrictions:

Section 1. Conveyance Subject to Tenns of an Affordable Housing Disposition and Development Agreement. The Property is conveyed subject to that certain Affordable Housing Dis ositio and Development Agreement (85 Woodsworth Lane), dated as of

2.-~ 2..02--t , ~ between the Grantor and the Grantee's predecessor-in-interest (the "Ag eeme t"). The provisions of the Agreement are incorporated into this Grant Deed by this reference and are deemed to be a part of this Grant Deed, as though fully set forth in this Grant Deed.

Section 2. Condition of Property. The Grantee acknowledges and agrees that the Property is conveyed by the Grantor to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT

EXHIBITF
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38074.00014\33080246.6

10.1.b
Packet Pg. 152 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) TO ALL FAULTS CONDITION," as of the date of recordation of this Grant Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property.

Section 3. Obligation to Refrain from Discrimination. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:
3 .1. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property, or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, source of income, age, marital status, physical or mental handicap, medical condition, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity.

3.2. The covenant of this Section 3 shall run with the land of the Property in perpetuity and shall be enforceable against the Grantee and its successors and assigns in perpetuity.

PART THREE
Section 4. Grantee Covenant to Undertake Project. The Grantee covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Grantee shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Grantee covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Perfo1mance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4 shall run with the land of the Property until each of the Affordable Units is sold to a Qualified Household, at which point this covenant shall expire as to the applicable Affordable Unit.

Section 5. Covenants Run with the Land of the Property. Each of the covenants and agreements contained in this Grant Deed touch and concern the Property and each of them is expressly declared to be a community development covenant that runs with the land for the benefit of the Grantor and such covenants run with the land in favor of the Grantor for the entire period that such covenants are in full force and effect, regardless of whether the Gran tor is or remains an owner of any land or interest in land to which such covenants relate. The Grantor, in the event of any breach of any such covenants, has the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings, to enforce the curing of 38074.00014\33080246.6

EXHIBITF
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10.1.b
Packet Pg. 153 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) such breach, as provided in the Agreement or by law. The covenants contained in this Grant Deed are for the benefit of and are enforceable only by the Grantor, and shall survive the execution and recordation of this Grant Deed for the time period set forth above for each covenant.

Section 6. Costs and Attorneys' Fees for Enforcement · Proceeding. If legal proceedings are initiated to enforce the rights, duties or obligations of any of the covenants set forth in this Grant Deed, then the prevailing party in such proceeding shall be entitled to collect its reasonable attorney fees and costs from the other party in addition to any other damages or relief obtained in such proceedings.

Section 7. Effect of Unlawful Provision; Severability. fu the event that any provision of this Grant Deed is held to be invalid or unlawful by a final judgment of a court of competent jurisdiction, such invalidity shall not affect the validity of any other provision of this Grant Deed. 38074.00014\33080246.6
GRANTOR:

THE CITY OF PLEASANT HILL
[ALL SIGNATURES M BE NOTARY ACKNOWLEDGED]

EXHIBITF
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Packet Pg. 154 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF Cc l\:tfQ Carla )
)
On APP,tl t!> , 2021 before me, AWISUA: leat... , Notary Public, personally appeared JU}Jc; CA17\~NO , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and conect.

WITNESS my hand and official seal.
38074.00014\33080246.6

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(seal)
i············1 , ,u.~.?,{ •~ ANISHA KEIL
- • ' • Notary Public • California i ~ • ~ Contra Costa County f ' . • ' Commission II 227293 7 - ....... , My Comm. Ell pi res Jan 2, 2023

10.1.b
Packet Pg. 155 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

CERTIFICATE OF ACCEPTANCE OF

GRANT DEED
The undersigned hereby acknowledges acceptance by Habitat for Humanity East Bay/Silicon Valley, a California nonprofit public benefit corporation, the Grantee in the within Grant Deed, of the,delivery of the subject Property described in the within Grant Deed from the City of Pleasant Hill.
38074.00014\33080246.6
GRANTEE:

HABITAT FOR HUMANITY EAST
BAY /SILICON VALLEY a California nonprofit
public benefit corporation
By:
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

EXHIBITF
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10.1.b
Packet Pg. 156 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

STATEOFCALIFORNIA 1
COUNTY OF A\ t\(Y)~fl'"'
)
)
On J\f< 1\ '>' , 2021 before me, 'D C" .._ borY>cft , Notary Public, personally appeared J "'"li lL J-ui.l--e.."" who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
38074.00014\33080246.6

EXHIBITF
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(seal)

10.1.b
Packet Pg. 157 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) EXHIBIT 1
TO

GRANT DEED
Property Legal Description

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 9156 feet to the Northern line of said land; thence Westerly along the last named line, 91 .28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 5411 West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of 25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of 75.88 feet to a reverse curve to the left, with a radius of395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBITF
Exhibit 1 To Grant Deed
F-8

10.1.b
Packet Pg. 158 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITG
TO
AFFORDABLE HOUSING DISPOSITION AND DEVELOP:MENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Form of Notice of Agreement
[Attached Behind This Page]

EXHIBITG
G-1

10.1.b
Packet Pg. 159 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, California 94523
Attn: City Manager

NOTICE OF AGREEMENT
Exempt from Recording fee
pursuant to Gov't Code§ 27383

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY a California nonprofit public benefit corporation ("Developer"), and the CITY OF PLEASANT HILL, a California municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("City") entered into an agreement entitled Affordable usin Disposition and Development Agreement (85 Woodsworth Lane), dated as of ~ 2,.c ' ( (the "Agreement"). A copy of the Agreement is on file with the City an 1s ava lable for inspection and copying by interested persons as a public record of the City at the City's offices located at 100 Gregory Lane, Pleasant Hill, California 94523, during the City's regular business hours.

The Agreement affects the real property described in Exhibit A attached to this Notice of Agreement (the "Property"). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement.

PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development covenants running with the land of the Property and other agreements between the Developer and the City affecting the Property, as set forth below (all section references are to the Agreement):

Section 5.1 of the Agreement provides:

5.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually 38074.00014\33080246.6

EXHIBITG
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10.1.b
Packet Pg. 160 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1 shall run with the land of the Property.

Section 6.1 of the Agreement provides:

6.1 Obligation to Refrain from Discrimination. The Developer covenants and . agrees for itself, its successors, its assigns and every successor in interest to the Property, or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, source of income, age, marital status, physical or mental handicap, medical condition, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 38074.00014\33080246.6

EXHIBITG
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Packet Pg. 161 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) This NOTICE OF AGREEMENT is dated as of ______ ____, 20_, and has been executed on behalf of the Developer and the City by and through the signatures of their authorized representative( s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument.

Dated: -~-l...,,..J_:3>.-c---_,, 20~\ .

ATTEST:

AJW:j(JL
ve I u~ &;, Clerk, Da.rilt-llt- I<., -ftt,l,r--
APPROVED AS TO FORM:

CITY:

THE CITY OF PLEASANT HILL
a California municipal corporation
By: -1JLM f' ti~ L 0
J et E. Coleson
City Attorney
38074.00014\33080246.6

EXHIBITG
G-4

10.1.b
Packet Pg. 162 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF CJ?NtPA::lmtA
)
)
On AJ>12,1t.. 2.f> , 2021 before me, ~t-US~ la:1'- . , Notary Public, personally appeared d YtJf:"/>. 1-A-N O , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in • his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person( s ), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(seal)
~•••ft • e ;,s;A:;t ft* f - ' Notary Public • Callforni~ i = Contra Cona County ! ~ Commf55fon /12272937 - My Comm. Expires Jan 2, 2023

10.1.b
Packet Pg. 163 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) 38074.00014\33080246.6
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a California nonprofit
public benefit corporation
By:
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

EXHIBITG
G-5

10.1.b
Packet Pg. 164 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBIT A
TO

NOTICE OF AGREEMENT
Legal Description of Property
THE LAND REFERRED TO HEREIN IS SITUATED 1N THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of 25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

EXHIBITG
Exhibit A To Notice Of Agreement
G-6
r

10.1.b
Packet Pg. 165 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Attachment to: Noh(;C. ,L 17:y ... e.,,...e.nL
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA §
§
COUNTY OF ALAMEDA §
On April 5, 2021, before me, Dona Gomez, Notary Public, personally appeared Janice Jensen, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.
~
Signature: """"'----------- Name: ®aGomez
( typed or printed) (Seal)

10.1.b
Packet Pg. 166 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITH
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Form of Official Action of Developer
The undersigned, do certify that Habitat for Humanity East Bay/Silicon Valley, will serve as the Developer of the four unit affordable housing development under the Agreement described below. No consent or approval of any other person is required for the undersigned to make the certifications set forth in this Certificate.

I, Janice Jensen, as President and CEO of Habitat for Humanity East Bay/Silicon Valley, a California nonprofit public benefit corporation, further certify that I am, without any additional or further consent of any person, authorized and empowered for and on behalf of and in the name of the respective entity set forth above to: (1) sign and deliver that certain Affordable Housing Dis sition and Development Agreement (85 Woodsworth Lane), dated as of Z~ Z..02--( ("Agreement"), regarding the development of certain real property located in e City of Pleasant Hill, California, and performance of other obligations of the "Developer" as set forth in the Agreement; (2) sign and deliver all other documents on behalf of the respective entity identified set forth above to be signed or executed in connection with the transactions contemplated in the Agreement; and (3) take all actions on behalf of the respective entity identified above that may be considered necessary to conclude the transactions and complete the development contemplated in the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified by each entity identified above. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City Manager of the City of Pleasant Hill receives written notice of the revocation of this Certificate.

I further certify that the activities covered by the authorities conferred and certified to in this Certificate and the foregoing certifications constitute duly authorized activities of the entity or person identified above; that these authorities and certifications are now in full force and effect; and that there is no provision in any document under which the entity identified above is organized and/or that governs such entity's continued existence or limits the power of the undersigned to confer the authorities or make the certifications set forth in this Certificate, and that the same are in confo1mity with the provisions of all such documents. 38074.00014\33080246.6

EXHIBITH
H-1

10.1.b
Packet Pg. 167 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Dated: #?z.1
38074.00014\33080246.6
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a California nonprofit
public benefi orporation
By:

J

EXHIBITH
H-2

10.1.b
Packet Pg. 168 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBIT I
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
38074.00014\33080246.6
Form of Affordable Housing Covenant
[Attached Behind This Page]

EXHIBIT I
I-1

10.1.b
Packet Pg. 169 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasant Hill
l 00 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Clerk
Exempt from Recording Fees Pursuant to
Government Code Section 27383

AFFORDABLE HOUSING COVENANT

AND RESTRICTIONS ON SALE
(85 Woodsworth Lane)
his Affordable Housing Covenant and Restrictions on Sale ("Agreement") is dated -f-f-.::::...L.+-"c:..:=....,z.t"'--'--' ~and is entered into between the CITY OF PLEASANT HILL, a municipal corpo tion acting in its capacity as Housing Successor Agency to the former Pleasant Hill Redevelopment Agency (the "City") and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit corporation ("Habitat" and initial "Owner.")

RECITALS
A. The City, in its role as Housing Successor Agency to the former Pleasant Hill Redevelopment Agency, intends to create affordable home ownership opportunities for persons and families of low income. Pursuant to that certain Affordable Housing Disposition and ~f~e~~1:1ent Agreement (85 Woodsworth Lane) between the City and Habitat, dated as of ~ \2--'~,~ (the "Agreement"), Habitat has acquired certain real property located at the northeast comer of Woodsworth Lane and Treadway Lane with an address of 85 Woodsworth Lane, Pleasant Hill, California (APN 150-150-071-2) (the "Property"), as described in Exhibit A attached hereto and incorporated herein, for the purpose of developing four (4) for-sale townhomes, three of which will be constructed for occupancy by low income households that qualify as first-time homebuyers. The fourth for-sale townhome will be constructed for occupancy by a moderate income household that qualifies as a first-time homebuyer.

B. Habitat has agreed to construct four (4) townhome housing units on the Property (the "Affordable Units") and to sell three (3) of the Affordable Units to persons or families of low income that qualify as first-time homebuyers (the "Low Income Units") and one (1) Affordable Unit to a person or family of moderate income that qualifies as a first-time homebuyer (the "Moderate Income Unit"). Each purchaser of an Affordable Unit or the Moderate Income Unit is referred to herein as the "Owner". Pursuant to the Agreement, the City provided financial assistance to Habitat for a portion of the predevelopment costs associated with the development of the Low Income Units oh the Property, a share of which is attributable to each Low Income Unit ("City Assistance").
38074.00014\33080246.6

EXHIBIT I
1-2

10.1.b
Packet Pg. 170 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) C. The City Assistance is evidenced by an Promissory Note Secured by Deed of Trust (the "Note") and is secured by a Deed of Trust on the Site.

D. The City and Habitat desire by the execution of this Agreement to assure that the Property and the Affordable Units constructed or to be constructed thereon, will be sold to Qualified Households at an Affordable Housing Cost in accordance with the terms and conditions of the Agreement and this Affordable Housing Covenant.

NOW THEREFORE, the parties acknowledge and agree as follows:

AGREEMENTS

1. DEFINITIONS

1.1. "Affordable Housing Cost" shall be as defined in Health and Safety Code Section 50052.5 or any successor thereto for Moderate Income Households whose incomes do not exceed 120% of area median income, as adjusted for family size appropriate for the Residential Unit. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement.

1.2. "Affordable Unit" means each of the four (4) townhome housing units that shall be constructed on the Property and sold to Qualified Homebuyers at an Affordable Housing Cost.

1.3. "Low Income Units" means the three (3) Affordable Units that are set aside to be sold to and occupied by Lower Income Households.

1.4. "Low Income Households" means persons and families whose income does not exceed 80% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.5. "Moderate Income Households" means persons and families whose income does not exceed 120% of area median income, as adjusted for family size appropriate for the Affordable Unit.

1.6. "Moderate Income Unit" means the one (1) Affordable Unit that is set aside to be sold to and occupied by Moderate Income Households

1. 7. Persons and families meeting the definition under Section 1.4, who intend to purchase and reside in a Low Income Unit as their primary residence and persons and families meeting the definition under Section 1.5, who intend to purchase and reside in the Moderate Income Unit as their primary residence shall be referred to as "Qualified Homebuyers." 38074.00014\33080246.6

EXHIBIT I
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10.1.b
Packet Pg. 171 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

2. AFFORDABILITY RESTRICTIONS

2.1. Affordability Requirements. Habitat for itself and any successors in interest hereby covenants and agrees that the Affordable Units shall only be sold to Qualified Homebuyers at an Affordable Housing Cost and that during such period the other requirements of this Article 2 shall apply. Habitat shall additionally comply with any current or future policies adopted by the City for selection, qualification, and monitoring of homebuyers who purchase affordable units assisted by the City, provided, however, that in the event that such policies require a material change to Habitat's selection, qualification or monitoring practices, the City shall allow Habitat a commercially reasonable time to transition its policies. Upon sale of each of the Affordable Units to a Qualified Homebuyer, the Qualified Homebuyer and the City shall enter into a Resale Restriction Agreement that restricts subsequent transfers of the Property to Lower Income Households for the Low Income Units and to Moderate Income Households for the Moderate Income Unit and requires that the Qualified Homebuyer live in the Affordable Unit as their primary residence. The Resale Restriction Agreement shall be in a form prepared and approved by the City and shall have a term of forty-five ( 45) years. Upon recordation of a Resale Restriction Agreement in the Official Records of Contra Costa County, the applicable Affordable Unit shall be released from the restrictions set forth in this Affordable Housing Covenant.

2.2. OWNER FOR ITSELF AND FOR ANY SUCCESSORS IN INTEREST, HEREBY

COVENANTS AND AGREES THAT THE AFFORDABLE UNITS MAY ONLY BE SOLD TO A QUALIFIED HOMEBUYER (DEFINED IN SECTION 1.4

ABOVE) AT THE PURCHASE PRICE ESTABLISHED IN ACCORDANCE
WITH SECTION 1.1. THERE SHALL BE NO SALE OR OTHER TRANSFER OF

THE SITE WITHOUT THE CERTIFICATION BY THE CITY, OR ITS

DESIGNEE, THAT THE PURCHASER/TRANSFEREE IS AN ELIGIBLE

HOUSEHOLD AND THAT THE SITE IS BEING TRANSFERRED AT AN
·AFFORDABLE HOUSING COST. ANY SALE OR OTHER TRANSFER OF THE RESIDENTIAL UNIT IN VIOLATION OF TIDS COVENANT SHALL BE VOID.

2.3. Household Income Qualifications. Prior to any proposed sale or other transfer of an Affordable Unit, Owner shall submit to the City a copy of the prospective purchaser's income certification and a list of all assets owned by the prospective purchaser or other financial information in a form approved by the City along with the income certification to be provided to any lender making a loan on the Site. The City may require documentation evidencing and supporting the income and other financial information contained in the certifications. Within ten (10) business days from receipt of the income certifications, the City shall render a decision of eligibility or noneligibility. If the prospective purchaser does not qualify as a Qualified Homebuyer, the City shall notify Owner and Owner shall be obligated to locate another purchaser who qualifies as a Qualified Homebuyer. The City may designate another governmental entity or nonprofit organization to qualify each prospective purchaser as an Eligible Household. ANY ATTE:MPT TO TRANSFER TITLE OR ANY INTEREST THEREIN IN

VIOLATION OF THESE COVENANTS SHALL BE VOID AND DEEMED A

EXHIBIT I
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38074.00014\33080246.6

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Packet Pg. 172 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

PROHIBITED TRANSFER AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 3.2, BELOW.

2.4. Final Procedure. The Owner may sell an Affordable Unit if all of the following conditions are satisfied:

2.4.1. The purchaser must be a Qualified Homebuyer at the income level applicable to the Affordable Unit, and the City must have approved the purchaser as a Qualified Homebuyer in accordance with Section 2.1 above.

2.4.2. The Affordable Unit inust be sold at an Affordable Housing Cost, as confirmed by the City.

2.4.3. The purchaser intends to occupy the Affordable Unit as his or her principal place ofresidence and the transferee(s) must be an Eligible Household. The City will allow co-signers not meeting the above conditions for purposes of obtaining loans so long as the purchaser of the Affordable Unit meets the conditions set forth above; and

2.4.4. The transferee shall execute a Resale Restriction Agreement and a Disclosure Statement and such other documents as may be required by the City pursuant to which the purchaser shall assume the obligations and duties ensuring that the Affordable Unit shall remain as an Affordable Unit. The Resale Restriction Agreement shall include a right of first refusal to be held by Borrower, which shall give Borrower the right to repurchase the Affordable Unit, renovate it, and sell it to an Eligible Buyer, subject to a new Resale Restriction Agreement

2.5. Disclosure Statement. Each purchaser of an Affordable Unit must sign a Disclosure Statement in the form attached hereto as Exhibit B.

2.6. Termination. The covenants set forth herein shall be covenants running with the land and shall inure to the benefit of the City and its successors and assigns. The City and its successors and assigns, in the event of any breach by Habitat or any Owner of any such covenants contained herein shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title or interest in the Property or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The provisions set forth in this Agreement relating to the City's right to purchase shall terminate and become void automatically upon termination of this Agreement.
38074.000 I 4\33080246.6

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10.1.b
Packet Pg. 173 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

3. DEFAULTS
3 .1. Default and Foreclosure. A request for notice of default and any notice of sale under any deed of trust or mortgage with power of sale encumbering the Property shall be recorded by the City in the Office of the Recorder of the County of Contra Costa. 3 .1.1. In the event of default and foreclosure, the City, its designee or assignee, shall have the same right as the Owner to cure defaults and redeem the Property or any portion thereof prior to foreclosure sale. Such redemption shall be subject to the same fees, charges and penalties which would otherwise be assessed against the Owner. Nothing herein shall be construed as creating any obligation on the part of the City to cure any such default, nor shall this right to cure and redeem operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage.

3.1.2. In the event that the City, its designee or assignee does not elect to cure such default pursuant to the provisions of this Section and the Residential Unit is sold through judicial or nonjudicial foreclosure or by deed in lieu of foreclosure, the purchaser of the Residential Unit shall receive title free and clear of the provisions of this Agreement (unless the purchaser at such sale is the Owner).

3.2. Notice of Prohibited Transfer. Upon receiving notification of a Prohibited Transfer under the provisions of Article 2 hereof, the City will give written notice to the Owner specifying the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of the City within ten (10) days after the date of the notice, or within such further time as the City determines is necessary to correct the violation, the City may declare a default under this Agreement. Upon the declaration of a default, the City may apply to a court of competent jurisdiction for specific performance of the Agreement, for an injunction prohibiting a proposed sale or transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. In addition, the City shall have the right to exercise its rights and remedies under the Deed of Trust.

3.3. Attorneys' Fees and Costs. If any action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.

4. GENERAL

4.1. Notices. Notices required to be sent to the City hereunder shall be sent by certified mail, return receipt requested, to the following address:

City of Pleasant Hill
100 Gregory Ave.

Pleasant Hill, CA 94523
Attn: City Manager
Notices required to be sent to the Owner hereunder shall be sent by certified mail, return receipt

EXHIBIT I
1-6
38074.00014\33080246.6

10.1.b
Packet Pg. 174 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) requested, to the following address:

Habitat for Humanity East Bay/Silicon Valley
2619 Broadway
Oakland, CA 94612
Attn: President and CEO

5. Duration. The covenants set forth herein shall be covenants running with the land, and shall inure to the benefit of the City and its successors and assigns enforceable by the City or its successors or assigns, until each of the Affordable Units is sold to a Qualified Homebuyer, unless sooner tenninated as provided herein. The City and such aforementioned parties, in the event of any breach of any such covenants contained herein, shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title, or interest in the Site, or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The parties agree that all future deeds or transfers of interest shall show the restrictions of this Agreement and, during the duration of this Agreement, any transfer of the Site shall be subject to the tenns and conditions of this Agreement. Upon expiration of this Agreement, this Agreement shall no longer be a lien on the Site and shall automatically be reconveyed without the need for further action by either party.

6. Successors and Assigns. The Owner, by and for itself and each successor to any interest in the Site, hereby specifically acknowledges and agrees to be bound by the covenants contained herein. Any successor to Owner shall execute the Disclosure Statement and Resale Restriction Agreement in a form as approved by the City, or an Affordable Housing Covenant in substantially the same form as this Agreement, or such other agreements or documents as may be reasonably requested by the City.

7. THE PARTIES AGREE THAT ALL FUTURE DEEDS OR TRANSFERS OF

INTEREST SHALL SHOW THE RESTRICTIONS OF THIS AGREEMENT AND

DURING THE DURATION OF THIS AGREEMENT, ANY TRANSFER OF THE

RESIDENTIAL UNIT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

8. Subordination. The City agrees to subordinate the tenns and conditions of the Resale Restriction Agreements to be recorded against the Affordable Units to permanent mortgage financing obtained by the Qualified Homebuyers in an amount acceptable to the City, upon terms and conditions approved by the City. As a condition to any such subordination, to the extent any such permanent first mortgage financing is not provided pursuant to an adopted federal or state program, the lender must agree, and the applicable loan documents must obligate the lender, to send written notice of any default by the Owner to the City, must permit the City to cure any default within forty-five (45) days following notice of the default, allow the City to foreclose under its Deed of Trust without the lender accelerating its debt, and permit 3 8074.00014\3 3080246. 6

EXHIBIT I
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10.1.b
Packet Pg. 175 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) the City to transfer the Site to a qualified Eligible Household, any other governmental agency or a nonprofit organization (as the case may be) without the lender accelerating its debt.

9. Amendment. This Agreement may be amended only in writing by the City and Habitat.

Date: Lf[to[ZA
APPROVED AS TO FORM: •
1llU·f'
Jane E. Coleson
City Attorney
Date:-"-,4,__/ 'b._/_Z<>_M--=-- l (
38074.00014\33080246.6
CITY:

HABITAT:

HABITAT FOR HUMANITY EAST BAY /SILICON
VALLEY
a California non-profit public benefit corporation

EXHIBIT I
I-8
t and CEO

10.1.b
Packet Pg. 176 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

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

STATE OF CALIFORNIA
COUNTY OF ./.\\, l'.t'Vl--£ c;(. c....
)
)
On Pt--f r~ \ ,S--- , 2021 before me, l)c:,/"\c..._ &:> cn-i.c "Z- , Notary Public, personally appeared < \ G\."i u.. J..u-i,5,e,-, , who proved to .... me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
38074.00014\33080246.6

EXHIBIT I
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(seal)

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Packet Pg. 177 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

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

STATE OF CALIFORNIA
COUNTYOF ~()STA:
)
)
On A'.PR-\t.,, i,1, , 2021 before me, ANIS'~ k;etl, , Notary Public, personally appeared ~UWE;. CA~ 0 , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PEN AL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: __ ...,,~'"'--"-:..........;:........;_ ~b _ _,_._ ___ -,-____ _ A~ j ~h ct. llQJ \
38074.00014\33080246.6

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(seal)
1············1 .,., o,, ANISHA KEIL : • .... , . , A Notary Public · California z ! ., · ~ Contra Costa County ! ' . • ' Commission It 2272937
'" • My Comm. Expires Jan 2, 2023

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Packet Pg. 178 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBIT A
Legal Description of the Site

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 574, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of25 feet to a point on said Northern line of Cleaveland Road North, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of 75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 38074.00014\33080246.6

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Packet Pg. 179 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITB
Form of Disclosure Statement
THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY YOU ARE BUYING.

THIS PROPERTY MAY ONLY BE SOLD TO AN "ELIGIBLE HOUSEHOLD" AT AN "AFFORDABLE HOUSING COST."

THIS MEANS THAT YOU MAY NOT SELL THE PROPERTY FOR MARKET VALUE TO WHOMEVER YOU LIKE.

THESE RESTRICTIONS WILL BE IN EFFECT FOR A PERIOD OF FORTY-FIVE (45)

YEARS FROM THE DATE OF RECORDATION OF THE AFFORDABLE HOUSING

COVENANTS AND RESTRICTIONS ON SALE AGAINST THE PROPERTY, AND REPAYMENT OF THE NOTE. IF YOU SELL THE PROPERTY IN VIOLATION OF THE

RESTRICTIONS, THE CITY OF PLEASANT HILL IS ENTITLED TO RECEIVE REPAYMENT OF THE NOTE IN THE AMOUNT OF $40,000.00 (PLUS ANY INTEREST OWED UNDER THE NOTE).

TO DETERMINE WHO IS AN ELIGIBLE HOUSEHOLD AND WHAT AN AFFORDABLE

HOUSING COST IS, YOU SHOULD CONTACT THE CITY MANAGER OF THE CITY OF PLEASANT HILL.

YOU SHOULD ALSO READ THE AFFORDABLE HOUSING COVENANT AND RESTRICTIONS ON SALE RECORDED AGAINST THE PROPERTY. YOU MAY OBTAIN A COPY FROM THE CITY OF PLEASANT HILL OR FROM THE ESCROW COMPANY.

I HA VE READ THE FOREGOING AND I UNDERSTAND WHAT IT MEANS.

BUYER
DATE
38074.00014\33080246.6
BUYER
DATE -

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Packet Pg. 180 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

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

STATE OF CALIFORNIA )
COUNTY OF _ _ _ _ _ __, _ _ _ _ _,
On ____ ___ ,, 2021 before me,---------=---=------' Notary Public, ·personally appeared ________________ _, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s ), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___ -------------------~
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Packet Pg. 181 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

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

STATE OF CALIFORNIA )
COUNTY OF ___________ -/
On _______ , 2021 before me, ____________ _, Notary
Public, personally appeared _________________ _, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ________________ _
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TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT 1603\40\2595738.4
38074.00014\33080246.6
(85 Woodsworth Lane)
Form of Deed of Trust
[Attached Behind This Page]

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Packet Pg. 183 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Clerk
Space above line for Recorder's use only
Exempt from Recording Fees pursuant to Govt. Code§ 27383

CITY OF PLEASANT HILL

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
This Deed of Trust is made as of 1 ~Z,', !Z.,, 2-\, ~ among HABIT AT FOR HUMANITY EAST BAY/SILICON VALLEY, a alifi mia non-profit public benefit corporation ("TRU~, whose address is 2619 Broadway,S"&,-akland, California, 94612, Ql.D ~ l-t <:..- Title Company, whose address is t:J/J;!;&~u:..-+..,~A 9 tf<oor ("TRUSTEE"); and the CITY OF PLEASANT HILL acting in its capacity as the Housing Successor Agency to the fonner Pleasant Hill Redevelopment Agency ("BENEFICIARY"), whose address is 100 Gregory Lane, Pleasant Hill, California 94523.

Trustor irrevocably grants, conveys, transfers, and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor's estate, right, title, and interest in, to and under the following property (collectively, the "Property"): (a) the real property in Contra Costa County, California, described on Exhibit A attached hereto and incorporated herein by this reference, together with all existing and future easements and rights affording access to it (the "Land"), (b) together with all buildings, structures, and improvements now existing or hereafter constructed thereon (the "Improvements"), (c) together with all articles of personal property now or hereafter attached to, placed upon for an indefinite tem1, or used in connection with the Land and/or Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise adjudged to be a "fixture" under appli~able law (each a "Fixture," collectively "Fixtures"), (d) together with all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements.

1. Secured Obligations. Trustor makes the grant, conveyan.ce, transfer, and assignment herein for the purpose of securing the following obligations (the "Secured Obligations"): (a) payment of the sum of Two Hundred Eighty Five Thousand Dollars ($285,000.00) with interest thereon according to the terms of a promissory note (the "Note") of even date herewith, executed by Trustor in favor of Beneficiary or order and any extension or renewals thereof; (b) payment of such further sums as the then record owner of the Property may borrow from Beneficiary, when evidenced by a promissory note or notes reciting that they are 1603\40\2595738.4
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Packet Pg. 184 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) secured by this Deed of Trust; and ( d) performance of each agreement and obligation of Trustor under that certain Affordable Housing Disposition and Development Agreement executed by Trustor and Beneficiary dated _______ , 2020 (the "Agreement"), providing for the construction of improvements on the Property and operation of the Property and improvements thereon as affordable housing (the "Project"); and (e) obligations under the Affordable Housing Covenant dated of even date herewith (the "Affordable Housing Covenant") recorded against the Property on even date with this Deed of Trust. This Deed of Trust shall secure the Beneficiary against any default under the Affordable Housing Covenant for the term of the Affordable Housing Covenant.

2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; ( c) pay when due all claims for labor performed and materials furnished; ( d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; ( e) not commit or permit waste; and (:t) cultivate, irrigate, fertilize, fumigate, prune, and do all other acts which from the character or use of the Property may be reasonably necessary.

3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included with the term "extended coverage," and any other hazards for which Beneficiary requires insurance, and liability insurance as set forth in the Regulatory Agreements. The insurance carrier and the insurance policies and amounts of coverage shall comply with the terms of the Regulatory Agreements or shall otherwise be acceptable to Beneficiary, the policies shall name Beneficiary as a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an additional insured, as applicable.

4. Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

5. Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency, all non-abated taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges, and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and ( c) upon demand all reasonable and documented costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of Trust after written notice of such failure by Beneficiary and a reasonably opportunity to cure, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (a) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (b) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; ( c) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and ( d) in exercising any such

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Packet Pg. 185 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) powers, pay allowable expenses, including attorneys' fees.

6. Reimbursement of Costs. Trustor shall pay upon demand all reasonable and documented sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate provided in the Note.

7. No Waiver. By accepting payment of any sum after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums or declare a default for failure to pay.

8. Reconveyance. That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto."

9. Assignment of Rents. Subject to the rights of senior lenders, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits (collectively, the "Rents") derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor' s right, title, and interest in the Rents.

So long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same. Upon the occurrence of such a default beyond any applicable notice and cure periods, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, beyond any applicable notice and cure periods, and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and ( c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or I 603\40\2595738.4
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Packet Pg. 186 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) enforceability of this assignment. Trustor hereby agrees to indemnify, defend, and hold any such tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice.

10. Default and Foreclosure. Upon default by Trustor in payment or performance of any Secured Obligation, subject to any applicable notice and cure period, Beneficiary may declare all sums secured immediately due and payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said note or notes, and all documents evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3455.

11. Distribution of Foreclosure Proceeds. The proceeds generated by any Foreclosure ("Proceeds") shall be distributed as follows: (i) First, senior liens and encumbrances (if any) on the Project shall be fully paid from the Proceeds; (ii) Second, City shall be fully paid any amounts owing under the Secured Obligations; (iii) Third, City shall be paid the difference between the appraised value of the completed Project (applicable portion thereof) as restricted by the Regulatory Agreement ("Restricted Value") and the Proceeds ("Differential"); (iii) Fourth, any remaining Proceeds shall be distributed in accordance with California Civil Code Section 2924(k).

The Differential shall be deposited in City's housing fund. Developer expressly acknowledges and agrees that the Agreement and this Deed of Trust constitutes a lien against the Project and the Differential, including in accordance with California Civil Code Sections 2872, 2924 to 2924h, inclusive ("Differential Lien"). In the event of a Foreclosure, for purposes of distribution of the Differential only, the Differential Lien shall be considered a junior lien or encumbrance within the meaning of California Civil Code section 2924k(a)(3). Developer hereby irrevocably instructs any holder of the Differential or similar proceeds generated by Foreclosure to immediately disburse the Differential to City, and agrees to defend, indemnify and hold City and such holder harmless from any and all claims related to such distribution. As used herein, "Foreclosure" means any judicial or non-judicial foreclosure, trustee's sale, deed-in-lieu transfer, short sale, or similar transaction.

12. Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, tights, powers, and duties. Said instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address ofthe new Trustee. l 603\40\2595738.4
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Packet Pg. 187 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

13. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administr~tors, executors, successors, and assigns. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the secured note or notes, whether or not named as Beneficiary herein.

14. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

15. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time reasonably require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.

16. Condemnation and Insurance Proceeds. Immediately upon obtaining know ledge of the institution of any proceedings for the condemnation or other taking of all or any po11ion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and empowers Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in, and prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing .powers of attorney are coupled with an interest and are irrevocable. Trustor hereby l 603\40\2595738.4
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Packet Pg. 188 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary's expenses incurred in the collection of such amounts, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this Deed of Trust. Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds, damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require.

Notwithstanding the above, the Beneficiary shall release all insurance and condemnation proceeds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that such restoration, repair or rebuilding is economically feasible. If such insurance proceeds shall be insufficient for such purposes, Trustor shall make up the deficiency.

If the Project is subject to a partial condemnation or taking, then the proceeds received therefrom shall be applied to restore the Project taken, provided the Beneficiary determines that such restoration is economically feasible and no default exists under the Loan Documents following the expiration of all applicable cure periods. If the Project is subject to a total condemnation, or if Beneficiary determines that restoration of the Project is not feasible following a partial condemnation, or if a default exists then the proceeds from any condemnation award or claim for damages shall be used first to repay all sums under the Note, with the excess, if any, paid to Trustor, subject to the rights of the senior lender.

17. Severability. If any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein, but only to the extent of such invalidity.

18. Estoppel Certificate. Trustor shall, within thirty (30) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this Deed of Trust.

19. California Uniform Commercial Code Security Agreement; Fixture Filing.

Trustor hereby grants Beneficiary a security interest in all personal property ofTrustor located on the Property and wherever located and used in any way in connection with or in any way relating to the Property, and whether now owned or hereafter in existence, acquired or created (including equipment, inventory, goods, documents, instruments, general intangibles, chattel paper, accounts, accounts receivable, deposit accounts, and contract rights), and all fixtures ofTrustor now owned or hereafter in existence, acquired or created on, of or relating to the Property, and all substitutions, replacements, additions, accessions, and proceeds (including insurance proceeds) of all of the foregoing ( collectively, the "Personal Property"). Beneficiary may file this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Trustor 1603\40\2595738.4
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Packet Pg. 189 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) shall execute and deliver to Beneficiary, upon Beneficiary's request, any financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with respect to the Personal Property. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Upon Trustor's breach of any covenant or agreement of Trustor contained in this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the California Uniform Commercial Code and, at Beneficiary's option, may also invoke any remedies provided in this Deed of Trust as to the Personal Property.

In exercising any of such remedies, Beneficiary may proceed against the Property and any of the Personal Property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary's remedies under the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to become fixtures on the Property and constitutes and is filed as a fixture filing under the California Uniform Commercial Code.

20. Due-On-Sale or Encumbrance. If all or any part of the Property, or any interest therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a corporation, partnership, trust, limited liability company or other legal entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether voluntarily or involuntarily, or by operational law, Beneficiary may, at Beneficiary's option, declare all of the sums secured by this Deed of Trust to be immediately due and payable, and Beneficiary may invoke any remedies permitted by this Deed of Trust.

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Packet Pg. 190 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth. l 603\40\2595738.4
38074.00014\33080246.6
TRUSTOR:

HABITAT FOR HUMANITY EAST BAY /SILICON VALLEY
a California non- rofit public benefit corporation

EXHIBIT J
J-23

10.1.b
Packet Pg. 191 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS:

Beginning at the intersection of the Northern Line of Cleaveland Road North, as said line was established by Deed to The City of Pleasant Hill, recorded January 29, 1971 in Book 6306 of Official Records, of Contra Costa County, page 57 4, with the Eastern line of the land described in the Deed to Vernon R. Daily, et ux, recorded April 14, 1960 in Book 3598 of Official Records of Contra Costa County, page 264; running thence along said Eastern line Northerly 91.56 feet to the Northern line of said land; thence Westerly along the last named line, 91.28 feet to the Eastern line of Treadwell Lane, as said line was established by Deed to Contra Costa County, recorded September 27, 1955 in Book 2618 of Official Records of said County, page 259; thence along the last named line, South 6 ° 29' 54" West 67 .02 feet; thence on the arc of a tangent curve to the left, having a radius of 15 feet, through a central angle of 95 ° 30' 06", a distance of25 feet to a point on said Northern line of Cleaveland Road Notih, from which the center of a 405 foot radius curve bears South 0° 59' 48" West; thence Easterly and Southerly along said curve, a distance of75.88 feet to a reverse curve to the left, with a radius of 395 feet and center bearing North 11 ° 43' 53" East; thence Southerly and Easterly along said curve, through a central angle of 1 ° 04' 51 ", a distance of 7 .45 feet to the point of beginning. 1603\40\2595738.4
38074.00014\33080246.6

EXHIBIT J
J-24

10.1.b
Packet Pg. 192 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
COUNTY OF __________ __,
On ________ ., 2021 before me, ____________ _, Notary
Public, personally appeared _________________ _, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person( s ), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ________________ _
1603\40\2595738.4
38074.00014\33080246.6

EXHIBIT J
J-25
(seal)

10.1.b
Packet Pg. 193 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF f\\ "-tn.-eoA ... )
)
On Afc\, r ,2021 before me, '\)0.-1 .... l,,...,...,,-z.. ,Notary Public, personally appeared < ) (A,,-,, c..-<- £.., ~-- , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their signature( s) on the instrument the person( s ), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
1603\40\2595738.4
38074.00014\33080246.6
~ ~.... DONA GOMEZ f
.:, ' Notary Public • Calffornl~
I ;;; Alameda County J

EXHIBIT J
J-26
~ ,. ~ Commission 112318917 -
My Comm. Expires Feb 8, 2024
(seal)

10.1.b
Packet Pg. 194 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

EXHIBITK
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT l 603\40\2595738.4
38074.00014\33080246.6
(85 Woodsworth Lane)
FormofNote
[Attached Behind This Page]

EXHIBITK
K-1

10.1.b
Packet Pg. 195 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment)

PROMISSORY NOTE
$285,000 '-l(z"7J u, z.1 .- Pleasant ~11, California

FOR VALUE RECEIVED, HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit corporation ("Borrower"), having an address of2619 Broadway, Oakland, California, 94612, promises to pay the CITY OF PLEASANT HILL, a municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency ("City"), having an address of I 00 Gregory Lane, Pleasant Hill, California, 94523, the principal sum of TWO HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($285,000), pursuant to the terms and conditions set forth below.

1. Loan. This Promissory Note ("Note") is made pursuant to that certain Affordable Housing Disposition and Development Agreement between Borrower and City, dated '/ { 2. t ( 2 , ~ ("Agreement"). Pursuant to the Agreement, Borrower intends to develop certain real property located at 85 Woodsworth Lane, Pleasant Hill, California, more particularly described in Exhibit A of the Agreement ("Property"), as four for-sale attached units, three of which are for occupancy by low income households that qualify as first-time homebuyers (the "Affordable Units"). Pursuant to the Agreement, City will provide assistance to Borrower for certain predevelopment costs associated with the development of the Affordable Units on the Property.

This is a Note for Borrower's repayment to City of TWO HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($285,000) provided by City to Borrower to assist Borrower with such predevelopment costs ("Loan"). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.

2. Deed of Trust. Following Close of Escrow on the Property, payment of this Note shall be secured by a deed of trust, security agreement and fixture filing ("Deed of Trust") executed by Borrower to Old Republic Title Company as Trustee, for the benefit of City, of even dater herewith which shall be recorded against the Property in the Official Records of Contra Costa County.

3. Interest. This Note shall accrue interest at the rate of three percent (3%) simple per annum.

4. Repayment.

A. Borrower will develop the Project and sell the Affordable Units to Qualified Homebuyers for use as their primary residences. Upon completion of construction of each Affordable Unit and sale to a Qualified Homebuyer, the Qualified Homebuyer shall execute (i) a separate promissory note in a principal amount equal to FORTY THOUSAND DOLLARS ($40,000) ("Buyer's Note"); (ii) a deed of trust in favor of City to secure the Buyer's Note ("Buyer's Deed of Trust"); and (iii) a Resale Restriction Agreement containing owner occupancy l 603\40\2595738.4
38074.00014\33080246.6

EXHIBITK
K-2

10.1.b
Packet Pg. 196 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) and restrictions on transfer ("Resale Restriction") . .The Buyer's Note, Buyer's Deed of Trust and the Resale Restriction shall all be in a form as prepared and approved by the City in its sole discretion.

B. Upon execution of the Buyer's Note, Buyer's Deed of Trust and Resale Restriction by a Qualified Homebuyer for each Affordable Unit, the principal amount due City under this Note shall be reduced by an amount equal to FORTY THOUSAND DOLLARS ($40,000), any accrued interest on such portion of the principal amount shall be forgiven, and City shall execute such documents as may be necessary to release the applicable portion of the Property from the lien of the Deed of Trust and the Affordable Housing Covenant.

C. Upon execution of the seventh and last Buyer's Note, Buyer's Deed of Trust and Resale Restriction, the then outstanding principal amount and accrued interest under this Note shall be reduced to zero (-0-), and City shall execute such documents as may be necessary to release any remaining portion of the Property from the lien under the Deed of Trust and the Affordable Housing Covenant.

5. Event of Default. The occmTence of any of the following shall constitute an event of default under this Note: (i) Borrower fails to pay any amount due hereunder within ten (10) calendar days of its due date; or (ii) any default by Borrower under the Deed of Trust, the Agreement or any other loan or document affecting the Property, which default remains uncured following expiration of any applicable notice and cure period(s).

6. Payment Upon Default. At the option of City and without notice, the entire unpaid principal and any interest that may be owing on this Note shall become immediately due and payable (i) upon the occurrence of any event of default, or (ii) upon the sale, transfer, assignment, conveyance or lease of any portion of the Property, in whole or in part, to someone who is not a Qualified Homebuyer, or (iii) in the event construction of any Residential Unit does not begin by the second anniversary of the date of the close of escrow of the Property. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of City's option. City's failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. City's failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

7. Interest Upon Default. At all times when Borrower is in default hereunder by reason of Borrower's failure to pay principal due under this Note or any amounts due under any loan documents securing this Note, the interest rate on the sums as to which Borrower is in default (including principal, if City has elected to declare it immediately due and payable), shall be the lower of the highest rate then allowed by law or six percent (6%) simple.

8. Recourse. The Loan is a recourse obligation of Borrower.

9. Place of Payment. Any payments due hereunder shall be made in lawful money of the United States to the City of Pleasant Hill, 100 Gregory Lane, Pleasant Hill, California 92543. l 603\40\2595738.4
38074.00014\33080246.6

EXHIBITK
K-3

10.1.b
Packet Pg. 197 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) The place of payment may be changed from time to time as City may designate in writing.

10. Waiver of Presentment. Borrower and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without in any way affecting or discharging this liability.

11. Attorney Fees. Borrower agrees to pay immediately upon demand all costs and expenses of City including reasonable attorneys' fees, (i) if after an event of default this Note is placed in the hands of an attorney or attorneys for collection, (ii) if after an event of default hereunder, City finds it necessary or desirable to secure the services or advice of one or more attorneys with regard to collection ofthis Note against Borrower, any guarantor or any other party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the Agreement, or other loan document, or (iii) if City seeks to have the Property abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the enforcement of the Deed of Trust.or any other agreement evidencing or securing this Note lifted by any bankruptcy or other court. If City shall be made a party to or shall reasonably intervene in any action or proceeding, whether in court or before any governmental agency, affecting the Property or the title thereto or the interest of City under the Deed of Trust, including, without limitation, any form of condemnation or eminent domain proceeding, City shall be reimbursed by Borrower immediately upon demand for all costs, charges and attorneys' fees incurred by City in any such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon the Property.

12. Notices. All notices required to be given pursuant to the terms hereof shall be either (i) personally delivered, (ii) deposited in the United States express mail or first class mail, registered or certified, return receipt requested, postage prepaid, or (iii) delivered by overnight courier service. All such notices shall be deemed delivered upon actual receipt ( or upon the first attempt at delivery if the intended recipient refuses to accept delivery). All such notices shall be delivered to the addresses set fo1th above, or to such other address as the receiving party may from time to time specify by written notice to the other party.

13. and assigns.

Successors and Assigns. This Note shall be binding upon Borrower, its successors

14. Governing Law. This Note shall be construed in accordance with and be governed by the laws of the State of California, without regard to conflict of laws principles.

15. Severability. If any provision of this Note is declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
1603\40\2595738.4
38074.00014\33080246.6

EXHIBITK
K-4

10.1.b
Packet Pg. 198 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) l 603\40\2595738.4
38074.00014\33080246.6

BORROWER

HABITAT FOR HUMANITY EAST

BAY/SILICON VALLEY,
a California nonprofit public benefit corporation
By: ___ ~='---------
Janic
Presi ... ..,,..!J>( ... "'>'

EXHIBITK
K-5

10.1.b
Packet Pg. 199 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) Attachment to: Promissory Note
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA §
§
COUNTY OF ALAMEDA §
On August 3, 2021, before me, Dona Gomez, Notary Public, personally appeared Janice Jensen, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Signature: ~-=:s-_._
Name: ~ ..... -n~a-G~o-m-ez ________ _
(typed or printed) (Seal)

10.1.b
Packet Pg. 200 Attachment: Attachment 1 - Disposition and Development Agreement (DDA) (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Clerk
______________________________________________________________________________ Exempt from Recording Fees Pursuant to
Government Code Section 27383

FIRST AMENDMENT TO AFFORDABLE HOUSING DISPOSITION AND

DEVELOPMENT AGREEMENT
(85 Woodsworth Lane, Pleasant Hill, CA)

THIS FIRST AMENDMENT TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane) (hereinafter referred to as the “Amendment”) is entered into as of _______________, 2023, by and between the CITY OF PLEASANT HILL, a California municipal corporation acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency (“City”), and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit public benefit corporation (“Developer”). The City and the Developer are sometimes referred to in this Agreement, each individually, as a “Party,” or collectively, as the “Parties.” Recitals
A. City and Developer entered into that certain Disposition and Development Agreement (85 Woodsworth Lane), dated as of April 23, 2021, for reference purposes only (the “Agreement”), providing for the conveyance to the Developer of certain property generally located at 85 Woodsworth Lane in Pleasant Hill, California (the “Site”) for development of four ownership housing units, of which three would be sold to at an affordable sales price to low income households, and one would be sold at an affordable sales price to moderate income households (the “Project”) pursuant to the terms and conditions set forth in the Agreement. The Agreement additionally provided that the City would provide a $285,000 forgivable loan to Developer to assist with the development of the low income units to be developed as part of the Project. Capitalized terms not otherwise defined herein shall have the meaning set forth therefor in the Agreement.

B. After completion of a survey of the Site by Developer’s civil engineering consultant, Developer determined that the total area of the site is less that what is indicated on the parcel map for the Site, and as a result Developer determined constraints on the Site would prevent the development of four units on the Site, but that Developer can still develop three low income ownership housing units.

C. City and Developer desire to amend the Agreement to modify the Project as defined in the Agreement from four units to three units, all of which will be sold at an affordable sales price to low income households, make other clarifying and conforming changes related thereto, and to extend certain performance deadlines as set forth in the Agreement.

10.1.c
Packet Pg. 201 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
2 NOW, THEREFORE, THE CITY AND DEVELOPER HEREBY AGREE AS FOLLOWS:

Agreements
Section 1. Amendment of Agreement
The Agreement is amended as set forth in this Amendment. All references to the Agreement shall mean the Agreement as amended herein.

Section 2. Affordable Housing Cost
Section 1.1.3 of the Agreement is hereby amended in its entirety to read as follows:
“1.1.3 “Affordable Housing Cost” shall be as defined in Health and Safety Code Section 50052.5 or any successor thereto for Moderate Income Households whose incomes do not exceed 120% of area median income and for Lower Income Households whose incomes do not exceed 80% of area median income, each as adjusted for family size appropriate for the Affordable Unit. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement.” Section 3. Affordable Unit
Section 1.1.5 of the Agreement is hereby amended in its entirety to read as follows:
“1.1.5 “Affordable Unit” means each of the four three (43) single family townhome residential units to be constructed as part of the Development, which shall be sold at an Affordable Housing Cost to Qualified Homebuyers.” Section 4. Moderate Income Households and Moderate Income Unit Section 1.1.45 and 1.1.46 are deleted in their entirety.

Section 5. Project
Section 1.1.59 of the Agreement is hereby amended in its entirety to read as follows:
“1.1.59 “Project” means the construction of the Property as a four three (3) unit attached single family townhouse development with zero lot line parcels in a twostory building residential units, including all required or associated on-site and off-site improvements, all hardscape and all landscaping, all as specifically described in the Scope of Development, and all to be developed in accordance with the project entitlements to be approved by the City and any conditions imposed by the City in its approval of the project entitlements.” Section 6. Qualified Homebuyer
Section 1.1.68 of the Agreement is hereby amended in its entirety to read as follows:

10.1.c
Packet Pg. 202 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
3 “1.1.68 “Qualified Homebuyer” means a Low Income Household as applicable to the Low Income Units and a Moderate Income Household as applicable to the Moderate Income Unit that the household seeks to purchase, each of which must qualify as a firsttime homebuyer.” Section 7. Repayment of Loan
Section 3.2 of the Agreement is hereby amended in its entirety to read as follows:
“3.2 Repayment of Loan.

3.2.1 After Close of Escrow on the Property, Developer will develop the Project and sell the Affordable Units to Qualified Homebuyers for use as their primary residences. Upon completion of construction of each of the Low Income Units and sale to a Qualified Homebuyer as applicable to the Low Income Unit, the Qualified Homebuyer shall execute (i) a separate promissory note in a principal amount equal to FORTY THOUSAND DOLLARS ($40,000) (“Buyer’s Note”); (ii) a deed of trust in favor of City to secure the Buyer’s Note (“Buyer’s Deed of Trust”); and (iii) a Resale Restriction Agreement containing owner occupancy and restrictions on transfer with a term of forty-five (45) years (“Resale Restriction”) and Right of First Refusal to re-acquire, renovate, and re-sell the Low Income Unit. Upon completion of the Moderate Income Unit, the Qualified Homebuyer shall executed a Resale Restriction and Right of First Refusal to re-acquire, renovate, and re-sell the Moderate Income Unit only. The Buyer’s Note, Buyer’s Deed of Trust and the Resale Restriction shall all be in a form as prepared and approved by the City in its sole discretion.

3.2.2 Upon execution of the Buyer’s Note, Buyer’s Deed of Trust and Resale Restriction by a Qualified Homebuyer for each Low Income Unit, the principal amount due City under this Note shall be reduced by an amount equal to FORTY THOUSAND DOLLARS ($40,000), any accrued interest on such portion of the principal amount shall be forgiven, and City shall execute such documents as may be necessary to release the applicable portion of the Property from the lien of the Deed of Trust and the Affordable Housing Covenant.

3.2.3 Upon execution of the third and last Buyer’s Note, Buyer’s Deed of Trust and Resale Restriction, applicable to the Low Income Units, and execution of the Resale Restriction applicable to the Moderate Income Unit, the then outstanding principal amount and accrued interest under the Note shall be reduced to zero (-0-), and City shall execute such documents as may be necessary to release any remaining portion of the Property from the lien under the Deed of Trust and the Affordable Housing Covenant.

3.2.4 The Loan Funds shall bear simple interest at the rate of three percent per annum.

3.2.5 In the event of any default by Developer under the Deed of Trust, the Note, this Agreement, the Affordable Housing Covenant or any other loan or document affecting the Property, which default remains uncured following expiration of any applicable notice and cure period(s) prior to the execution of the final Buyer’s Note and Buyer’s Deed of Trust and all four (4) three (3) Resale Restrictions, the then outstanding principal and accrued interest on the Loan shall be due and payable in full in accordance with the terms of the Note.”

10.1.c
Packet Pg. 203 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
4 Section 8. Schedule of Performance
Section 5.4 of the Agreement is hereby amended in its entirety to read as follows:
“5.4 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the City and the Developer and the satisfaction of the conditions precedent to the close of the Escrow. The Parties agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Performance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty (180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. The authority for the City Manager as applicable, to make modifications as set forth herein shall apply to any further modifications to the Schedule of Performance as amended by the First Amendment to this Agreement. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.”
Section 9. Exhibits
Exhibit B, Scope of Development, as attached to the original Agreement, is hereby amended and replaced in its entirety with the Amended Scope of Development attached hereto and labeled Exhibit B.

Exhibit C, Schedule of Performance, as attached to the original Agreement, is hereby amended and replaced in its entirety with the Amended Schedule of Performance attached hereto and labeled Exhibit C.

Exhibit I, Form of Affordable Housing Covenant, as attached to the original agreement, is hereby amended and replaced in its entirety with the Amended Form of Affordable Housing Covenant, attached hereto and labeled Exhibit I.

Exhibit K, Form of Note, as attached to the original agreement, is hereby amended and replaced in its entirety with the Amended Form of Note, attached hereto and labeled Exhibit K.

Section 10. Force and Effect

10.1.c
Packet Pg. 204 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
5 The effective date of this Amendment shall be the date that this Amendment is signed by both Parties.

Following the execution and delivery of this Amendment, all references to the Agreement shall thereafter mean and refer to the Agreement as amended by this Amendment.

Except as modified and amended by this Amendment, all other provisions of the Agreement shall remain unchanged and in full force and effect. [Signatures on following pages]

10.1.c
Packet Pg. 205 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
6 SIGNATURE PAGE
TO

FIRST AMENDMENT TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Dated:_________________, 2020
CITY:

THE CITY OF PLEASANT HILL
a California municipal corporation
By: ______________________________
City Manager
ATTEST:

By: ______________________________
City Clerk
APPROVED AST OT FORM:

By: ______________________________
Janet E. Coleson
City Attorney
[AND]

10.1.c
Packet Pg. 206 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
7 SIGNATURE PAGE
TO

FIRST AMENDMENT TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Dated:_________________, 2020
DEVELOPER:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a
California non-profit public benefit
corporation
By: ______________________________
City Manager
ATTEST:

By: ______________________________
City Clerk
APPROVED AST OT FORM:

By: ______________________________
Janet E. Coleson
City Attorney

10.1.c
Packet Pg. 207 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
8 ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF )
On _________________, 2023 before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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

10.1.c
Packet Pg. 208 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2
9 ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF )
On _________________, 2023 before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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

10.1.c
Packet Pg. 209 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2

EXHIBIT B

EXHIBIT B
TO

FIRST AMENDMENT TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT

AMENDED SCOPE OF DEVELOPMENT
Habitat will develop 85 Woodsworth Lane in Pleasant Hill, California (“Property”) with four three (3) two-story residential units, including all required or associated on-site and off-site improvements, all hardscape and all landscaping attached single family townhouses with zero lot line parcels in a two story building. The units will be sold as ownership units, of which three will be sold to low income households up to 80% of the Area Median Income (“AMI”) and one will be sold to a moderate income household up to 120% AMI as defined in the DDA. There will be no Home Owner Association for this project.

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EXHIBIT C

EXHIBIT C
TO

FIRST AMENDMENT TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT Amended Schedule of Performance
[Attached behind this page]

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EXHIBIT C

AMENDED SCHEDULE OF PERFORMANCE

FIRST AMENDMENT TO AFFORDABLE HOUSING DISPOSITION AND

DEVELOPMENT AGREEMENT
85 Woodsworth Lane – Habitat for Humanity
Item to be
Performed Responsible Party Time for Performance
Agreement
Reference
1 Effective Date n/a Upon fully executed
agreement

1.1.24 2 Escrow Opening
Date
City, Developer,
and Escrow Holder
5 days from Effective Date 4.1
3 Provide Preliminary
Title Report
City As soon as practicable
following Effective Date

2.3 4 Title Notice Developer 60 days following receipt of Preliminary Title Report

2.3 5 Title Response City 20 days following Title
Notice

2.3 6 Removal of Title
Matter
City 10 days following Title
Notice if unable or unwilling
to remove
60 days following Title
Notice to remove
objectionable matter

2.3 7 Meet and Confer on
Title Matters
City and Developer Within 3 days following
receipt of notice to terminate
agreement; 30 day meet and
confer period

2.3.2 8 Conditions
Precedent to Initial
Disbursement
City and Developer Within 60 days of
Agreement execution

3.4.1 9 Initial Disbursement
of Loan Funds
City 60 days following
Agreement execution

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EXHIBIT C
10 Subsequent
Disbursement of
Loan Funds
City 30 days of receipt of Draw
Requests per 3.4.4

3.4.3 11 Due Diligence
Investigations
Period
Developer 270 days from Effective
Date

1.1.23 12 Project Entitlements City and Developer March 31, 2022 December 31, 2024

2.5, 4.2.1.3,

4.2.1.8 13 Other Funding
Commitments
Developer December 31, 2022
June 30, 2025

4.2.1.4 14 Title Company
Committed to Issue
Title Policies
City and Developer Prior to Escrow Closing
Date

4.2.1.5 15 Developer
Documents
Submitted to City
(Organizational
Documents,
Construction Contract,
Construction Financing
Documents)
Developer Prior to Escrow Closing
Date

4.2.2.7,

4.2.2.8,

4.2.2.9 16 Escrow Fee Payment City and Developer 4 business days prior to Escrow Closing Date

4.8 17 Escrow Deposits City and Developer 1 business day prior to Escrow Closing Date

4.3, 4.4
18 Payment of Purchase
Price
Developer 1 business day prior to
Escrow Closing Date

2.2 19 Escrow Closing
Date
City, Developer,
and Escrow Holder
5 th day following Escrow
Holder’s receipt of written
satisfaction or waiver of all
conditions precedent, no
later than January 31, 2023
July 31, 2025

1.1.29, 4.6

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20 Escrow Holder
Report to IRS
Escrow Holder Following Close of Escrow
and prior to last date
required by IRS

4.11 21 Cancellation
Instructions
City and Developer 3 business days of Escrow
Holder’s written request

4.10.1 22 Return of Funds and
Documents
Developer 10 days of receipt by Parties
of Escrow settlement
statement

4.10.2 23 Project
Commencement
Developer 60 days from Close of
Escrow

1.1.60 24 Project Completion Developer 30 months after Project Commencement

1.1.61 Per Section 5.4 of Agreement: Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty (180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

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EXHIBIT I

EXHIBIT I
TO

FIRST AMENDMENT TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT Amended Form of Affordable Housing Covenant
[Attached behind this page]

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EXHIBIT I

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
Attn: City Clerk
______________________________________________________________________________ Exempt from Recording Fees Pursuant to
Government Code Section 27383

AFFORDABLE HOUSING COVENANT

AND RESTRICTIONS ON SALE
(85 Woodsworth Lane)
This Affordable Housing Covenant and Restrictions on Sale (“Agreement”) is dated _____________, 2024 and is entered into between the CITY OF PLEASANT HILL, a municipal corporation acting in its capacity as Housing Successor Agency to the former Pleasant Hill Redevelopment Agency (the “City”) and HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit corporation (“Habitat” and initial “Owner.”)

RECITALS
The City, in its role as Housing Successor Agency to the former Pleasant Hill Redevelopment Agency, intends to create affordable home ownership opportunities for persons and families of low income. Pursuant to that certain Affordable Housing Disposition and Development Agreement (85 Woodsworth Lane) between the City and Habitat, dated as of _________, 2021 and amended by that First Amendment to Affordable Housing Disposition and Development Agreement dated as of _____________, 2023 (collectively, the “Agreement”), Habitat has acquired certain real property located at the northeast corner of Woodsworth Lane and Treadway Lane with an address of 85 Woodsworth Lane, Pleasant Hill, California (APN 150-150- 071-2) (the “Property”), as described in Exhibit A attached hereto and incorporated herein, for the purpose of developing four (4) three (3) for-sale townhomes residential units, three of which will be constructed for occupancy by low income households that qualify as first-time homebuyers.

The fourth for-sale townhome will be constructed for occupancy by a moderate income household that qualifies as a first-time homebuyer.

Habitat has agreed to construct four (4) townhome housing units on the Property (the “Affordable Units”) and to sell the three (3) of the Affordable Units to persons or families of low income that qualify as first-time homebuyers (the “Low Income Units”) and one (1) Affordable Unit to a person or family of moderate income that qualifies as a first-time homebuyer (the “Moderate Income Unit”). Each purchaser of an Affordable Low Income Unit or the Moderate Income Unit is referred to herein as the “Owner”. Pursuant to the Agreement, the City provided financial assistance to Habitat for a portion of the predevelopment costs associated with the development of the Low Income Units on the Property, a share of which is attributable to each Low Income Unit (“City Assistance”).

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EXHIBIT I
The City Assistance is evidenced by a Promissory Note Secured by Deed of Trust (the “Note”) and is secured by a Deed of Trust on the Site.

The City and Habitat desire by the execution of this Agreement to assure that the Property and the Affordable Low Income Units constructed or to be constructed thereon, will be sold to Qualified Households at an Affordable Housing Cost in accordance with the terms and conditions of the Agreement and this Affordable Housing Covenant.

NOW THEREFORE, the parties acknowledge and agree as follows:

AGREEMENTS

1. DEFINITIONS

1.1 “Affordable Housing Cost” shall be as defined in Health and Safety Code Section 50052.5 or any successor thereto for Moderate Income Households whose incomes do not exceed 120% of area median income, as adjusted for family size appropriate for the Residential Unit. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement.

1.2 “Affordable Unit” means the three (3) townhome housing residential units that shall be constructed on the Property and sold to and occupied by Lower Income Households at an Affordable Housing Cost, each of the four (4) townhome housing units that shall be constructed on the Property and sold to Qualified Homebuyers at an Affordable Housing Cost.

1.3 “Low Income Units” means the three (3) Affordable Units that are set aside to be sold to and occupied by Lower Income Households.

1.4 “Low Income Households” means persons and families whose income does not exceed 80% of area median income, as adjusted for family size appropriate for the Affordable Unit.
“Moderate Income Households” means persons and families whose income does not exceed 120% of area median income, as adjusted for family size appropriate for the Affordable Unit.
“Moderate Income Unit” means the one (1) Affordable Unit that is set aside to be sold to and occupied by Moderate Income Households

1.5 Persons and families meeting the definition under Section 1.34, who intend to purchase and reside in an Affordable Low Income Unit as their primary residence and persons and families meeting the definition under Section 1.5, who intend to

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EXHIBIT I
purchase and reside in the Moderate Income Unit as their primary residence shall be referred to as “Qualified Homebuyers.”

2. AFFORDABILITY RESTRICTIONS

2.1 Affordability Requirements. Habitat for itself and any successors in interest hereby covenants and agrees that the Affordable Units shall only be sold to Qualified Homebuyers at an Affordable Housing Cost and that during such period the other requirements of this Article 2 shall apply. Habitat shall additionally comply with any current or future policies adopted by the City for selection, qualification, and monitoring of homebuyers who purchase affordable units assisted by the City, provided, however, that in the event that such policies require a material change to Habitat’s selection, qualification or monitoring practices, the City shall allow Habitat a commercially reasonable time to transition its policies. Upon sale of each of the Affordable Units to a Qualified Homebuyer, the Qualified Homebuyer and the City shall enter into a Resale Restriction Agreement that restricts subsequent transfers of the Property to Lower Income Households for the Low Income Units and to Moderate Income Households for the Moderate Income Unit and requires that the Qualified Homebuyer live in the Affordable Unit as their primary residence.

The Resale Restriction Agreement shall be in a form prepared and approved by the City and shall have a term of forty-five (45) years. Upon recordation of a Resale Restriction Agreement in the Official Records of Contra Costa County, the applicable Affordable Unit shall be released from the restrictions set forth in this Affordable Housing Covenant.

2.2 OWNER FOR ITSELF AND FOR ANY SUCCESSORS IN INTEREST,

HEREBY COVENANTS AND AGREES THAT THE AFFORDABLE UNITS

MAY ONLY BE SOLD TO A QUALIFIED HOMEBUYER (DEFINED IN
SECTION 1.4 ABOVE) AT THE PURCHASE PRICE ESTABLISHED IN ACCORDANCE WITH SECTION 1.1. THERE SHALL BE NO SALE OR

OTHER TRANSFER OF THE SITE WITHOUT THE CERTIFICATION BY

THE CITY, OR ITS DESIGNEE, THAT THE PURCHASER/TRANSFEREE

IS AN ELIGIBLE HOUSEHOLD AND THAT THE SITE IS BEING
TRANSFERRED AT AN AFFORDABLE HOUSING COST. ANY SALE OR

OTHER TRANSFER OF THE RESIDENTIAL UNIT IN VIOLATION OF
THIS COVENANT SHALL BE VOID.

2.3 Household Income Qualifications. Prior to any proposed sale or other transfer of an Affordable Unit, Owner shall submit to the City a copy of the prospective purchaser’s income certification and a list of all assets owned by the prospective purchaser or other financial information in a form approved by the City along with the income certification to be provided to any lender making a loan on the Site. The City may require documentation evidencing and supporting the income and other financial information contained in the certifications. Within ten (10) business days from receipt of the income certifications, the City shall render a decision of eligibility or non-eligibility. If the prospective purchaser does not qualify as a Qualified Homebuyer, the City shall notify Owner and Owner shall be obligated to

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EXHIBIT I
locate another purchaser who qualifies as a Qualified Homebuyer. The City may designate another governmental entity or nonprofit organization to qualify each prospective purchaser as an Eligible Household. ANY ATTEMPT TO

TRANSFER TITLE OR ANY INTEREST THEREIN IN VIOLATION OF

THESE COVENANTS SHALL BE VOID AND DEEMED A PROHIBITED

TRANSFER AND SHALL BE SUBJECT TO THE PROVISIONS OF
SECTION 3.2, BELOW.

2.4 Final Procedure. The Owner may sell an Affordable Unit if all of the following conditions are satisfied:

2.4.1 The purchaser must be a Qualified Homebuyer at the income level applicable to the Affordable Unit, and the City must have approved the purchaser as a Qualified Homebuyer in accordance with Section 2.1 above.

2.4.2 The Affordable Unit must be sold at an Affordable Housing Cost, as confirmed by the City.

2.4.3 The purchaser intends to occupy the Affordable Unit as his or her principal place of residence and the transferee(s) must be an Eligible Household. The City will allow co-signers not meeting the above conditions for purposes of obtaining loans so long as the purchaser of the Affordable Unit meets the conditions set forth above; and

2.4.4 The transferee shall execute a Resale Restriction Agreement and a Disclosure Statement and such other documents as may be required by the City pursuant to which the purchaser shall assume the obligations and duties ensuring that the Affordable Unit shall remain as an Affordable Unit. The Resale Restriction Agreement shall include a right of first refusal to be held by Borrower, which shall give Borrower the right to repurchase the Affordable Unit, renovate it, and sell it to an Eligible Buyer, subject to a new Resale Restriction Agreement

2.5 Disclosure Statement. Each purchaser of an Affordable Unit must sign a Disclosure Statement in the form attached hereto as Exhibit B.

2.6 Termination. The covenants set forth herein shall be covenants running with the land and shall inure to the benefit of the City and its successors and assigns. The City and its successors and assigns, in the event of any breach by Habitat or any Owner of any such covenants contained herein shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title or interest in the Property or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The provisions set

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EXHIBIT I
forth in this Agreement relating to the City’s right to purchase shall terminate and become void automatically upon termination of this Agreement.

3. DEFAULTS

3.1 Default and Foreclosure. A request for notice of default and any notice of sale under any deed of trust or mortgage with power of sale encumbering the Property shall be recorded by the City in the Office of the Recorder of the County of Contra Costa.

3.1.1 In the event of default and foreclosure, the City, its designee or assignee, shall have the same right as the Owner to cure defaults and redeem the Property or any portion thereof prior to foreclosure sale. Such redemption shall be subject to the same fees, charges and penalties which would otherwise be assessed against the Owner. Nothing herein shall be construed as creating any obligation on the part of the City to cure any such default, nor shall this right to cure and redeem operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage.

3.1.2 In the event that the City, its designee or assignee does not elect to cure such default pursuant to the provisions of this Section and the Residential Unit is sold through judicial or non-judicial foreclosure or by deed in lieu of foreclosure, the purchaser of the Residential Unit shall receive title free and clear of the provisions of this Agreement (unless the purchaser at such sale is the Owner).

3.2 Notice of Prohibited Transfer. Upon receiving notification of a Prohibited Transfer under the provisions of Article 2 hereof, the City will give written notice to the Owner specifying the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of the City within ten (10) days after the date of the notice, or within such further time as the City determines is necessary to correct the violation, the City may declare a default under this Agreement. Upon the declaration of a default, the City may apply to a court of competent jurisdiction for specific performance of the Agreement, for an injunction prohibiting a proposed sale or transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. In addition, the City shall have the right to exercise its rights and remedies under the Deed of Trust.

3.3 Attorneys’ Fees and Costs. If any action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

4. GENERAL

4.1 Notices. Notices required to be sent to the City hereunder shall be sent by certified mail, return receipt requested, to the following address:

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EXHIBIT I
City of Pleasant Hill
100 Gregory Ave.

Pleasant Hill, CA 94523
Attn: City Manager
Notices required to be sent to the Owner hereunder shall be sent by certified mail, return receipt requested, to the following address:

Habitat for Humanity East Bay/Silicon Valley
2619 Broadway
Oakland, CA 94612
Attn: President and CEO

5. Duration. The covenants set forth herein shall be covenants running with the land, and shall inure to the benefit of the City and its successors and assigns enforceable by the City or its successors or assigns, until each of the Affordable Units is sold to a Qualified Homebuyer, unless sooner terminated as provided herein. The City and such aforementioned parties, in the event of any breach of any such covenants contained herein, shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title, or interest in the Site, or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The parties agree that all future deeds or transfers of interest shall show the restrictions of this Agreement and, during the duration of this Agreement, any transfer of the Site shall be subject to the terms and conditions of this Agreement. Upon expiration of this Agreement, this Agreement shall no longer be a lien on the Site and shall automatically be reconveyed without the need for further action by either party.

6. Successors and Assigns. The Owner, by and for itself and each successor to any interest in the Site, hereby specifically acknowledges and agrees to be bound by the covenants contained herein. Any successor to Owner shall execute the Disclosure Statement and Resale Restriction Agreement in a form as approved by the City, or an Affordable Housing Covenant in substantially the same form as this Agreement, or such other agreements or documents as may be reasonably requested by the City.

7. THE PARTIES AGREE THAT ALL FUTURE DEEDS OR TRANSFERS OF

INTEREST SHALL SHOW THE RESTRICTIONS OF THIS AGREEMENT AND

DURING THE DURATION OF THIS AGREEMENT, ANY TRANSFER OF THE

RESIDENTIAL UNIT SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.

8. Subordination. The City agrees to subordinate the terms and conditions of the Resale Restriction Agreements to be recorded against the Affordable Units to permanent mortgage financing obtained by the Qualified Homebuyers in an amount acceptable to the City, upon terms and conditions approved by the City. As a condition to any such subordination, to

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the extent any such permanent first mortgage financing is not provided pursuant to an adopted federal or state program, the lender must agree, and the applicable loan documents must obligate the lender, to send written notice of any default by the Owner to the City, must permit the City to cure any default within forty-five (45) days following notice of the default, allow the City to foreclose under its Deed of Trust without the lender accelerating its debt, and permit the City to transfer the Site to a qualified Eligible Household, any other governmental agency or a nonprofit organization (as the case may be) without the lender accelerating its debt.

9. Amendment. This Agreement may be amended only in writing by the City and Habitat.

Dated:_________________, 2020
CITY:

CITY OF PLEASANT HILL, a municipal
corporation
By: ______________________________
June Catalano
City Manager
ATTEST:

By: ______________________________
Carol Wu
City Clerk
APPROVED AST OT FORM:

By: ______________________________
Janet E. Coleson
City Attorney
HABITAT:

HABITAT FOR HUMANITY EAST
BAY/SILICON VALLEY, a
California non-profit public benefit
corporation
By: ______________________________
City Manager

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EXHIBIT I

ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF )
On _________________, 2023 before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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

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EXHIBIT I

ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF )
On _________________, 2023 before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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

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EXHIBIT A

EXHIBIT A
Legal Description of the Site
[To Be Inserted]

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EXHIBIT B

EXHIBIT B
Form of Disclosure Statement
THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY YOU ARE BUYING.

THIS PROPERTY MAY ONLY BE SOLD TO AN “ELIGIBLE HOUSEHOLD” AT AN “AFFORDABLE HOUSING COST.”

THIS MEANS THAT YOU MAY NOT SELL THE PROPERTY FOR MARKET VALUE TO WHOMEVER YOU LIKE.

THESE RESTRICTIONS WILL BE IN EFFECT FOR A PERIOD OF FORTY-FIVE (45)

YEARS FROM THE DATE OF RECORDATION OF THE AFFORDABLE HOUSING

COVENANTS AND RESTRICTIONS ON SALE AGAINST THE PROPERTY, AND REPAYMENT OF THE NOTE. IF YOU SELL THE PROPERTY IN VIOLATION OF THE

RESTRICTIONS, THE CITY OF PLEASANT HILL IS ENTITLED TO RECEIVE REPAYMENT OF THE NOTE IN THE AMOUNT OF $40,000.00 (PLUS ANY INTEREST OWED UNDER THE NOTE).

TO DETERMINE WHO IS AN ELIGIBLE HOUSEHOLD AND WHAT AN AFFORDABLE

HOUSING COST IS, YOU SHOULD CONTACT THE CITY MANAGER OF THE CITY OF PLEASANT HILL.

YOU SHOULD ALSO READ THE AFFORDABLE HOUSING COVENANT AND RESTRICTIONS ON SALE RECORDED AGAINST THE PROPERTY. YOU MAY OBTAIN A COPY FROM THE CITY OF PLEASANT HILL OR FROM THE ESCROW COMPANY.

I HAVE READ THE FOREGOING AND I UNDERSTAND WHAT IT MEANS. ______________________________ _______________________________

BUYER BUYER
______________________________ _______________________________

DATE DATE

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EXHIBIT K

ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF )
On _________________, 2023 before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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

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EXHIBIT K

ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF )
On _________________, 2023 before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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

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EXHIBIT K

EXHIBIT K
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (85 Woodsworth Lane)
Amended Form of Note
[Attached Behind This Page]

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EXHIBIT K

PROMISSORY NOTE
$285,000 _________________, 20204
Pleasant Hill, California

FOR VALUE RECEIVED, HABITAT FOR HUMANITY EAST BAY/SILICON VALLEY, a California nonprofit corporation (“Borrower”), having an address of 2619 Broadway, Oakland, California, 94612, promises to pay the CITY OF PLEASANT HILL, a municipal corporation, acting in its capacity as the Housing Successor Agency to the former Pleasant Hill Redevelopment Agency (“City”), having an address of 100 Gregory Lane, Pleasant Hill, California, 94523, the principal sum of TWO HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($285,000), pursuant to the terms and conditions set forth below.

1. Loan. This Promissory Note (“Note”) is made pursuant to that certain Affordable Housing Disposition and Development Agreement between Borrower and City, dated April 23_________, 2021 and amended by that First Amendment to Affordable Housing Disposition and Development Agreement dated as of _____________, 2023 (collectively, the “Agreement”).

Pursuant to the Agreement, Borrower intends to develop certain real property located at 85 Woodsworth Lane, Pleasant Hill, California, more particularly described in Exhibit A of the Agreement (“Property”), as three four for-sale attached units, three of which are for occupancy by low income households that qualify as first-time homebuyers (the “Affordable Units”). Pursuant to the Agreement, City will provide assistance to Borrower for certain predevelopment costs associated with the development of the Affordable Units on the Property. This is a Note for Borrower’s repayment to City of TWO HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($285,000) provided by City to Borrower to assist Borrower with such predevelopment costs (“Loan”). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.

2. Deed of Trust. Following Close of Escrow on the Property, payment of this Note shall be secured by a deed of trust, security agreement and fixture filing (“Deed of Trust”) executed by Borrower to Old Republic Title Company as Trustee, for the benefit of City, of even dater herewith which shall be recorded against the Property in the Official Records of Contra Costa County.

3. Interest. This Note shall accrue interest at the rate of three percent (3%) simple per annum.

4. Repayment.

A. Borrower will develop the Project and sell the Affordable Units to Qualified Homebuyers for use as their primary residences. Upon completion of construction of each Affordable Unit and sale to a Qualified Homebuyer, the Qualified Homebuyer shall execute (i) a separate promissory note in a principal amount equal to FORTY THOUSAND DOLLARS ($40,000) (“Buyer’s Note”); (ii) a deed of trust in favor of City to secure the Buyer’s Note (“Buyer’s Deed of Trust”); and (iii) a Resale Restriction Agreement containing owner occupancy and restrictions on transfer (“Resale Restriction”). The Buyer’s Note, Buyer’s Deed of Trust and the Resale Restriction shall all be in a form as prepared and approved by the City in its sole discretion.

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Packet Pg. 230 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2

EXHIBIT K
B. Upon execution of the Buyer’s Note, Buyer’s Deed of Trust and Resale Restriction by a Qualified Homebuyer for each Affordable Unit, the principal amount due City under this Note shall be reduced by an amount equal to FORTY THOUSAND DOLLARS ($40,000), any accrued interest on such portion of the principal amount shall be forgiven, and City shall execute such documents as may be necessary to release the applicable portion of the Property from the lien of the Deed of Trust and the Affordable Housing Covenant.

C. Upon execution of the seventh and last Buyer’s Note, Buyer’s Deed of Trust and Resale Restriction, the then outstanding principal amount and accrued interest under this Note shall be reduced to zero (-0-), and City shall execute such documents as may be necessary to release any remaining portion of the Property from the lien under the Deed of Trust and the Affordable Housing Covenant.

5. Event of Default. The occurrence of any of the following shall constitute an event of default under this Note: (i) Borrower fails to pay any amount due hereunder within ten (10) calendar days of its due date; or (ii) any default by Borrower under the Deed of Trust, the Agreement or any other loan or document affecting the Property, which default remains uncured following expiration of any applicable notice and cure period(s).

6. Payment Upon Default. At the option of City and without notice, the entire unpaid principal and any interest that may be owing on this Note shall become immediately due and payable (i) upon the occurrence of any event of default, or (ii) upon the sale, transfer, assignment, conveyance or lease of any portion of the Property, in whole or in part, to someone who is not a Qualified Homebuyer, or (iii) in the event construction of any Residential Unit does not begin by the second anniversary of the date of the close of escrow of the Property. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of City’s option. City’s failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. City’s failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

7. Interest Upon Default. At all times when Borrower is in default hereunder by reason of Borrower’s failure to pay principal due under this Note or any amounts due under any loan documents securing this Note, the interest rate on the sums as to which Borrower is in default (including principal, if City has elected to declare it immediately due and payable), shall be the lower of the highest rate then allowed by law or six percent (6%) simple.

8. Recourse. The Loan is a recourse obligation of Borrower.

9. Place of Payment. Any payments due hereunder shall be made in lawful money of the United States to the City of Pleasant Hill, 100 Gregory Lane, Pleasant Hill, California 92543.

The place of payment may be changed from time to time as City may designate in writing.

10. Waiver of Presentment. Borrower and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without in any way affecting or discharging this liability.

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Packet Pg. 231 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment) 38074.00014\41703300.2

EXHIBIT K

11. Attorney Fees. Borrower agrees to pay immediately upon demand all costs and expenses of City including reasonable attorneys’ fees, (i) if after an event of default this Note is placed in the hands of an attorney or attorneys for collection, (ii) if after an event of default hereunder, City finds it necessary or desirable to secure the services or advice of one or more attorneys with regard to collection of this Note against Borrower, any guarantor or any other party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the Agreement, or other loan document, or (iii) if City seeks to have the Property abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted by any bankruptcy or other court. If City shall be made a party to or shall reasonably intervene in any action or proceeding, whether in court or before any governmental agency, affecting the Property or the title thereto or the interest of City under the Deed of Trust, including, without limitation, any form of condemnation or eminent domain proceeding, City shall be reimbursed by Borrower immediately upon demand for all costs, charges and attorneys’ fees incurred by City in any such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon the Property.

12. Notices. All notices required to be given pursuant to the terms hereof shall be either (i) personally delivered, (ii) deposited in the United States express mail or first class mail, registered or certified, return receipt requested, postage prepaid, or (iii) delivered by overnight courier service. All such notices shall be deemed delivered upon actual receipt (or upon the first attempt at delivery if the intended recipient refuses to accept delivery). All such notices shall be delivered to the addresses set forth above, or to such other address as the receiving party may from time to time specify by written notice to the other party.

13. Successors and Assigns. This Note shall be binding upon Borrower, its successors and assigns.

14. Governing Law. This Note shall be construed in accordance with and be governed by the laws of the State of California, without regard to conflict of laws principles.

15. Severability. If any provision of this Note is declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

BORROWER

HABITAT FOR HUMANITY EAST

BAY/SILICON VALLEY,
a California nonprofit public benefit corporation
By:______________________________
Janice Jensen
President and CEO

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Packet Pg. 232 Attachment: Attachment 2 - First Amendment to DDA (Habitat Loan Agreement Amendment)

May 30, 2023
Attn: Suzy Kim
RSG
720 Gilman Street
Berkeley, CA 94710
Re:   Affordable Housing Disposition and Development Agreement (“DDA”) dated 4/23/2021 85 Woodsworth Lane, Pleasant Hill, CA
Hello Suzy,
Per recent discussions between the City of Pleasant Hill and Habitat for Humanity regarding the above‐ referenced agreement, it has been determined that the property located at 85 Woodsworth Lane cannot be developed as initially proposed.

At the time the DDA was executed, a preliminary development plan had been created based on the site area indicated on the Contra Costa County Assessor Parcel Maps.  This plan included the construction of four (4) units.  A survey of the project site conducted by our civil engineering consultant revealed the total area of the site is less than what is indicated on the Parcel Maps.  Based on the verified site size and the maximum density allowed by the site’s current zoning, the development will be limited to three (3) units.

This letter requests the DDA be amended to include the following changes:

1. Total unit count reduced from four (4) units to three (3) units.

2. Units shall consist of two (2) three‐bedroom and one (1) four‐bedroom homes, all of which will be Low‐Income units.

3. Deadlines be updated as follows:
a. Entitlements: December 31, 2023
b. Other Funding Commitments: June 30, 2024
c. Escrow Closing: July 31, 2024
Habitat requests that the City financing provided by the DDA remain unchanged.  An updated project proforma is attached.

Please contact me at (510) 338‐9392 or [email protected] with any questions.

Regards,
Melanie Mintenko
Melanie Mintenko
Project Manager
1ft Habitat for Humanity®
East Bay/Silicon Valley

IMAGINE WHAT MORE

WE CAN BUILD

EAST BAY
2619 Broadway
Oakland, CA 94612

SILICON VALLEY
513 Vall ey Way
Mil pitas, CA 95035
Hab itat EB SV.org
866.450.4432
@Hab itatEBSV

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Packet Pg. 233 Attachment: Developer Letter Requesting Amendment (Habitat Loan Agreement Amendment) Date: June 29, 2023
To: Ethan Bindernagel, Assistant City Manager / Community Development Director Troy Fujimoto, City Planner

CITY OF PLEASANT HILL
From: Suzy Kim, Director
RSG, INC.

Subject: Habitat for Humanity 85 Woodsworth DDA Amendment On February 21, 2021, the City Council of the City of Pleasant Hill (“City”) approved a Disposition and Development Agreement (“DDA” or “Agreement”) with Habitat for Humanity East Bay/Silicon Valley (“Habitat” or “Developer”). The City agreed to sell 85 Woodsworth Lane (APN 150-150- 071-2) (“Property”), an 8,886 square foot (s.f.) parcel of vacant land, for $10 and provide a forgivable $285,000 loan to Habitat to assist with the development of four ownership housing units affordable to low and moderate income households (3 low and 1 moderate) (“Project”). The City, as Housing Successor to the Pleasant Hill Redevelopment Agency (“Housing Successor”), is required to develop the Property with affordable housing. The loan is funded with Housing Successor Low and Moderate Income Housing Asset Funds (“Housing Asset Fund”), which is restricted for use on affordable housing.

On May 30, 2023, Habitat requested an amendment to the Agreement to limit the development to three low income units due to site constraints. They are requesting no change to the $285,000 loan. RSG reviewed the Project pro forma and has determined the $285,000 loan ($95,000 per unit) continues to be reasonable based on estimated construction costs, other proposed financing sources, and projected sales price of the homes based on market rates and affordable housing costs.

RSG recommends approving the proposed DDA amendment to continue providing a $285,000 loan for three units and extending timeframes for entitlements and securing other financing. This memo presents RSG’s detailed findings.

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Packet Pg. 234 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto

CITY OF PLEASANT HILL
June 29, 2023