Pleasanton City Council
June 4, 2024

CITY COUNCIL

REGULAR MEETING AGENDA
Tuesday, June 4, 2024
7:00 PM

City Council Chamber
200 Old Bernal Avenue
Pleasanton, CA 94566

The meeting will be held in-person, broadcast live on Channel 29 and at https://www.tri- valleytv.org and streamed at https://www.youtube.com/user/TheCityofPleasanton.

Public participation: It is requested that members of the public wishing to address the City Council submit a speaker card. When public comment is opened on an agenda item, individuals may speak once per agenda item.

To submit written public comment regarding an open session item on this meeting agenda visit https://forms.cityofpleasantonca.gov/f/writtenpubliccomment. Comments will be accepted by the City Clerk’s Office until 12:00 p.m. on the day of the Council meeting.

In Person at Council Chamber:
• Submit a physical speaker card to the City Clerk at the meeting. When your name is called, please provide comment at the podium.

CALL TO ORDER
• Pledge of Allegiance
• Remarks by Councilmember Arkin
• Roll Call
Resolution No. 2024-037
Ordinance No. 2281

REPORT ON CLOSED SESSION

AGENDA AMENDMENTS

CONSENT CALENDAR
Items listed on the consent calendar are considered routine in nature and may be enacted by one motion. If discussion is required, that particular item will be removed from the consent calendar and will be considered separately.

City Manager

1. Approve minutes of the April 30, 2024 City and PUSD joint meeting, May 7, 2024 Joint Powers Financing Authority meeting, and May 7, 2024 City Council workshop and regular meetings

2. Adopt a Resolution Calling a General Municipal Election to be held Tuesday,

City Council Agenda Page 2 of 4 June 4, 2024

November 5, 2024; a Resolution Requesting Consolidation with the Statewide General Election; and a Resolution Pertaining to the Submission of Candidate Statements
Community Development

3. Actions of the Zoning Administrator and Planning Commission

4. Adopt Ordinance No. 2280 approving the application for a planned unit development (PUD) development plan to establish development standards and construct a 1,117-square-foot addition to the front, a 65-square-foot attached front covered porch, and a 160-square-foot attached rear covered porch to an existing single-family residence located at 544 Sycamore Road, as filed under Case No.

PUD-149

5. Approve and authorize the City Manager to execute First Amendments to the on- call Professional Services Agreements with FirstCarbon Solutions and Rincon Consulting, extending the term of the Agreements for one year, through June 30, 2025

6. Approve and authorize the City Manager to execute the Subscription Services Agreement and Order Form for the Accela SaaS Multi-Solution User Service, with aggregate annual payments totaling $1,481,846 over a seven-year term, and approve and authorize the City Manager to execute the Statement of Work Agreement for implementation of this cloud-based service, for a one-time cost not to exceed $90,850, which includes 15 percent contingency

7. Continued from May 21, 2024 - Adopt a resolution approving the Ridge View Commons Senior Rental Housing Complex's Amended and Restated Loan Agreement, Ground Lease and Regulatory Agreement, and authorize the City Manager to execute all documents, including subordination agreements, and take all steps necessary to refinancing and renovation of Ridge View Commons Library and Recreation

8. Adopt an Updated Resolution for Access to Augustin Bernal Park through Golden Eagle Estates and Rescind Resolution No. 93-44
Public Works

9. Introduce and waive first reading of an ordinance updating Pleasanton Municipal Code, Chapter 9.14, to conform with obligations specified in the City's Municipal Regional National Pollutant Discharge Elimination System Permit

MEETING OPEN TO THE PUBLIC

10. Recognition of Pleasanton Community Academy graduates

City Council Agenda Page 3 of 4 June 4, 2024

11. Presentation of a proclamation declaring June as Pride Month

12. Presentation of a proclamation declaring June 7, 2024 as National Gun Violence Awareness Day

13. Public Comment regarding items not listed on the agenda – Speakers are limited to 3 minutes.

PUBLIC HEARINGS AND OTHER MATTERS
If necessary to ensure completion of the following items, the Mayor may alter time limits.

14. Presentation of Community Survey and Public Engagement Results to Further Explore the Feasibility of a Revenue Measure

15. Introduce and waive first reading of an ordinance approving the Sixth Amendment to the Development Agreement for the Stoneridge Shopping Center, located at 1008 through 1700 Stoneridge Mall Road, governing a previously-approved approximately 362,790 square-foot shopping center expansion to extend the term for six months, with potential additional extensions of either 18 months or two years, and a further potential extension of two years thereafter, subject to the completion of performance standards as set forth in the proposed amendment

16. Receive an Update on the First Year of Implementation of the Five-year Citywide Strategic Plan

MATTERS INITIATED BY COUNCIL

COUNCIL REPORTS
Brief reports on conferences, seminars, and meetings attended by the Council

ADJOURNMENT

Notice
Under Government Code §54957.5, any writings/documents regarding an open session item on this agenda and items received by the City Clerk’s Office by 12:00 p.m. on the day of the meeting provided to a majority of the City Council after distribution of the agenda packet will be available for public inspection on the City’s website https://www.cityofpleasantonca.gov/ and also at the Pleasanton Library located at 400 Old Bernal Ave., Pleasanton, CA 94566.

There is a 90-day limit for the filing of a challenge in the Superior Court to certain City administrative decisions and orders, which require a hearing by law, the receipt of evidence, and the exercise of discretion. The 90-day limit begins on the date the decision is final (Code of Civil Procedure § 1094.6). Further, if you challenge an action taken by the City Council in court, you may be limited, by California law, including but

City Council Agenda Page 4 of 4 June 4, 2024

not limited to Government Code §65009, to raising only those issues you or someone else raised in the public hearing, or in written correspondence delivered to the City Council prior to or at the public hearing. The City Council may be requested to reconsider a decision if the request is made prior to the next City Council meeting, regardless of whether it is a regular or special meeting.

Accessible Public Meetings
The City of Pleasanton can provide special assistance for persons with disabilities to participate in public meetings. To make a request for a disability-related modification or accommodation (e.g., an assistive listening device), please contact the City Clerk’s Office at 123 Main Street, Pleasanton, CA 94566 or (925) 931-5027 at the earliest possible time. If you need sign language assistance, please provide at least two working days’ notice prior to the meeting date.

PLEASANTON CITY COUNCIL AND

PLEASANTON UNIFIED SCHOOL DISTRICT (PUSD) BOARD OF TRUSTEES

JOINT SPECIAL MEETING MINUTES
Tuesday, April 30, 2024
Pleasanton Unified School District Boardroom
5758 W. Las Positas Blvd., Pleasanton, CA 94588

1. Call to Order and Pledge of Allegiance
PUSD Board President Mary Jo Carreon called the meeting to order at 6:02 p.m., led the Pledge of Allegiance and then turned the meeting over to the meeting chair, Mayor Brown.

2. Roll Call
PUSD Director of Communications Patrick Gannon conducted the roll call.

Members present:
● Pleasanton City Council: Mayor Karla Brown, V alerie Arkin, Jack Balch, Jeff Nibert, Julie Testa ● PUSD Board of Trustees: Board President Mary Jo Carreon, Justin Brown, Steve Maher, Kelly Mokashi, Laurie Walker
Member not present:

PUSD Student Board Trustee V alentina Avalos

3. Presentation: Youth in Government Day 2024 (City/ PUSD) Chair of Youth Commission Carys Shannon presented and City Director of Library and Recreation Heidi Murphy and PUSD Deputy Superintendent Ed Diolazo provided support. Following the presentation, the panel answered questions from members. Mayor Brown opened public comment. There were no speakers. Mayor Brown closed public comment.

4. Presentation: 2023 Collaboration Highlights (City/PUSD) PUSD Deputy Superintendent Ed Diolazo and City Director of Library and Recreation Heidi Murphy presented.

Following the presentation, the panel answered questions from members. Police Chief David Swing and PUSD Assistant Superintendent Ahmad Sheikholeslami joined the panel to answer questions. Mayor Brown opened public comment. There were no speakers. Mayor Brown closed public comment.

5. Presentation: City and District Financial Overview and Revenue Options (City/PUSD) PUSD Assistant Superintendent Ahmad Sheikholeslami and City Director of Finance Susan Hsieh presented.

Following the presentation, the panel answered questions from members. Mayor Brown opened public comment. There were no speakers. Mayor Brown closed public comment.

6. Presentation: City and District Collaboration in Planning for the Future in consideration of the City’s Housing Element Update, PUSD Boundary Adjustment, and Current PUSD Enrollment (City/PUSD) PUSD Deputy Superintendent Ed Diolazo, PUSD Assistant Superintendent Ahmad Sheikholeslami and City Director of Community Development Ellen Clark presented. Following the presentation, the panel answered questions from members. Mayor Brown opened public comment. There were no speakers. Mayor Brown closed public comment.

The meeting adjourned at 9:18
p.m.

7. Adjournment
Item #1

City Council Minutes Page 1 of 2 May 7, 2024

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Tuesday, May 7, 2024
5:00 PM

CALL TO ORDER
Mayor Brown called the Special Meeting Workshop of the City Council to order at the hour of 5:00 p.m. from the Council Chamber located at 200 Old Bernal Avenue.

ROLL CALL

Present: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown

Absent: None

PUBLIC COMMENT
Mayor Brown opened public comment. There being no speakers, Mayor Brown closed the public comment

WORKSHOP

1. Present initial findings and receive policy direction on Development Impact Fees, inclusionary housing requirements and Lower-Income Housing Fees, and City water and sewer connection fees
Recomme
ndation: Present initial findings and receive policy direction on Development Impact Fees, inclusionary housing requirements and Lower-Income Housing Fees, and City water and sewer connection fees

1. Set Sewer and Water Connection Fees at, or close to, the maximum.

2. Set inclusionary rate at 15% for all projects; set in-lieu Affordable Housing Fee as close to cost to construct as feasible.

3. Set CFF and TIF fees at a financially feasible level.

The City Council provided direction regarding the recommendations as follows:

1. Council agreed to the recommendation with the clarification that connection fees for residential is calculated per unit, but other categories are calculated by square foot.

2. Council requested this item be revisited for future discussion, with the percentage to e somewhere between 15-20%. Staff will provide additional

City Council Minutes Page 2 of 2 May 7, 2024
scenarios for square foot versus per unit charge.

3. Council requested a recommended range for consideration.

ADJOURNMENT

Mayor Brown adjourned the meeting at 6:39 p.m.

______________________
Jocelyn Kwong, City Clerk

JPFA Minutes Page 1 of 2 May 7, 2024

CITY OF PLEASANTON

JOINT POWERS FINANCING

AUTHORITY MINUTES
Tuesday, May 7, 2024
7:00 PM

CALL TO ORDER
Mayor Brown called to order the meeting of the Joint Powers Financing Authority concurrently with the regular City Council meeting at the hour of 7:00 p.m. from the Council Chamber
located at 200 Old Bernal Avenue.

ROLL CALL

Present: Boardmembers Arkin, Balch, Nibert, Testa, Brown

Absent: None

PUBLIC COMMENT
Mayor Brown opened public comment. There being no speakers, Mayor Brown closed the public comment.

PUBLIC HEARINGS AND OTHER MATTERS

1. Approving, authorizing and directing execution of certain financing documents and certain actions in connection with issuing up to $19,000,000 in water revenue bonds for financing improvements to the City’s water system
Recommendation: Adopt Resolution No. JPFA 2024-21 authorizing the execution and delivery of an Indenture of Trust, an Installment Sale Agreement, a Bond Purchase Agreement and a Preliminary Official Statement and authorizing certain related matters regarding the Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds.

MOTION: It was m/s by Nibert/Testa to approve the item as recommended. Motion passed by the following vote:

Absent: None
Ayes: Boardmembers Arkin, Balch, Nibert, Testa, Brown Noes: None

JPFA Minutes Page 2 of 2 May 7, 2024
______________________
Jocelyn
Kwong, City Clerk

ADJOURNMENT
Mayor Brown adjourned the meeting concurrently with the regular City Council meeting at 11:18 p.m.

City Council Minutes Page 1 of 8 May 7, 2024

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Tuesday, May 7, 2024
7:00 PM

CALL TO ORDER
Mayor Brown called the Regular Meeting of the City Council to order at the hour of 7:00 p.m. from the Council Chamber located at 200 Old Bernal Avenue.

ROLL CALL

Present: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown

Absent: None.

Councilmember Nibert provided opening remarks.

AGENDA AMENDMENTS
Councilmember Arkin requested item #20 be moved before item #19 since it was a continued item.

Councilmember Balch continued item #8 to the next meeting in order to have time to confer with the City Attorney.

CONSENT CALENDAR
MOTION: It was m/s by Arkin/Testa to approve the consent calendar as recommended, except for item #8 which was removed from the agenda. Motion passed by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None
City Attorney

1. Adopt Ordinance No. 2277 Amending Chapters 1.22 Voluntary Campaign Contribution and Expenditure Limitation, 1.24 Administrative Citations, 5.20 Exemptions,6.56 Alarms, 13.08 Parks and Recreation Facilities, and Title 18 Zoning

City Council Minutes Page 2 of 8 May 7, 2024
Recommendation: Adopt Ordinance No. 2277 Amending Chapters 1.22 Voluntary Campaign Contribution and Expenditure Limitation, 1.24 Administrative Citations,

5.20 Exemptions,6.56 Alarms, 13.08 Parks and Recreation Facilities, and Title 18 Zoning.

City Manager

2. Ratify Commission and Committee appointments
Recommendation: Ratify Commission and Committee appointments.

3. Approve meeting minutes of March 5 and March 19, 2024 Recommendation: Approve meeting minutes of March 5 and March 19, 2024.

4. Adopt Ordinance No. 2278 amending Municipal Code Title 2 to modify the duties, membership and meeting frequency of the Civic Arts, Human Services, Library, and Parks and Recreation Commissions
Recommendation: Adopt Ordinance No. 2278 amending Municipal Code Title 2 to modify the duties, membership and meeting frequency of the Civic Arts, Human Services, Library, and Parks and Recreation Commissions.

5. Review and consider the City's legislative framework with the 2024 focus areas, establish the City's legislative positions on selected bills, and request City staff monitor remaining legislation throughout the 2024 legislative session Recommendation: Review and consider the City's legislative framework with the 2024 focus areas, establish the City's legislative positions on selected bills, and request City staff monitor remaining legislation throughout the 2024 legislative session.

Community Development

6. Actions of the Zoning Administrator and Planning Commission Recommendation: Actions of the Zoning Administrator and Planning Commission.

7. Public Hearing - Introduce and waive first reading of an ordinance approving an application to establish development standards and construct a 1,117-square-foot addition to the front, a 65-square-foot attached front covered porch, and a 160- square-foot attached rear covered porch to an existing single-family residence located at 544 Sycamore Road (PUD-149)
Recommendation:

1. Find the project is exempt from environmental review pursuant to the

City Council Minutes Page 3 of 8 May 7, 2024
California Environmental Quality Act (CEQA),

2. Make the PUD findings for approval of the proposed development plan as stated in the ordinance; and

3. Introduce the ordinance approving Case PUD-149, subject to conditions of approval listed in Exhibit A to the ordinance.

8. Approve and authorize the City Manager to execute the second amendment to the Maintenance Services Agreement with St. Francis Electric for routine signal maintenance, signal upgrades, and emergency repairs, extending the contract term to June 30, 2025, increasing the rates for maintenance of intersections, beacons, and in-pavement lights, and amending the compensation to a not-to-exceed annual amount of $500,000
Item continued to next City Council meeting.

9. Approve and authorize the City Manager to execute a one-year renewal order with Avolve Software for DigEplan electronic plan review software in the amount of $39,529 and authorize the City Manager to approve future annual renewals through June 30, 2027 for an anticipated cumulative amount of $197,818 over the five-year period
Recommendation: Approve and authorize the City Manager to execute a one-year renewal order with Avolve Software for DigEplan electronic plan review software in the amount of $39,529 and authorize the City Manager to approve future annual renewals through June 30, 2027 for an anticipated cumulative amount of $197,818 over the five-year period.

Library and Recreation

10. Adopt a resolution authorizing the submittal of an application to the Alameda County Transportation Commission for Measure BB Funds for the Pleasanton Rides Door-to-Door senior citizen program
Recommendation: Adopt Resolution No. 2024-024 authorizing the submittal of an application to the Alameda County Transportation Commission for Measure BB Funds for the Pleasanton Rides Door-to-Door senior citizen program.

Police

11. Adopt Ordinance No. 2279 an Ordinance of the City Council of the City of Pleasanton amending Ordinance No. 2246 to amend the Pleasanton Police Department's military equipment use policy to add equipment to the policy's military equipment inventory
Recommendation: Adopt Ordinance No. 2279 an Ordinance of the City Council of

City Council Minutes Page 4 of 8 May 7, 2024
the City of Pleasanton amending Ordinance No. 2246 to amend the Pleasanton Police Department's military equipment use policy to add equipment to the policy's military equipment inventory.

Public Works

12. Approve plans and specifications and award a construction contract to Bay Cities Paving & Grading, Inc. in the amount of $4,183,298 and up to a 15 percent contingency of $627,500 for the Hopyard Road and Owens Drive Intersection Improvements Project, CIP No. 15525, approve various professional services agreements in the total amount of $553,005 and approve budget amendments in the Street CIP General Fund 211
Recomme
ndation:

1. Approve plans and specifications and award the construction contract for the project to Bay Cities Paving & Grading, Inc., of Concord, CA, for the low bid amount of $4,183,298.

2. Authorize the City Manager to enter into the project contract.

3. Authorize the Director of Public Works, or authorized staff, to approve and execute contract change orders for a project contingency amount of $627,500 (approximately 15 percent) for unforeseen yet necessary related work.

4. Authorize the City Manager to approve an amendment to the professional services agreement with Consor North America, Inc. in the amount of $119,855 (for a total not-to-exceed contract amount of $378,213) for additional design work and construction support services.

5. Authorize the City Manager to enter into a professional services agreement with Swinerton Management and Consulting, Inc. for the not-to-exceed amount of $308,890 for construction management and inspection services.

6. Authorize the City Manager to enter into a professional services agreement with Geocon Consultants, Inc. for the not-to-exceed amount of $124,260 for material testing services.

7. Authorize the transfer of $377,694 of Fund 211 from Dougherty Valley Mitigation Reserve, CIP No. 02523, to the Hopyard Road and Owens Drive Intersection Improvements Project, CIP No. 15525.

13. Approve plans and specifications and award a construction contract to American Asphalt Repair & Resurfacing Company, Inc. in the amount of $374,391 and an approximately 10 percent contingency of $37,439 for the Annual Slurry Sealing of Various Streets Project, CIP No. 24504
Recomme
ndation:

1. Approve plans and specifications and award a construction contract for the

City Council Minutes Page 5 of 8 May 7, 2024
project to American Asphalt Repair & Resurfacing Co., inc., of Hayward, CA, for the low bid amount of $374,391.

2. Authorize the City Manager to enter into the project contract.

3. Authorize the Director of Public Works, or authorized staff, to approve and execute contract change orders for a project contingency amount of $37,439 (approximately 10 percent of the contract) for unforeseen yet necessary related work.

MEETING OPEN TO THE PUBLIC

14. Oath of Office for new commission and committee members Jocelyn Kwong, City Clerk, administered the oath of office to newly appointed commission and committee members:
• Economic Vitality Committee: Davinder Channon, Ken Benhamou, Igor Leonov
• Civic Arts Commission: Warren Lam
• Parks & Recreation Commission: Joanne Hall and Siena Alfaro.

15. Presentation of a proclamation recognizing May 12-18 as National Police Week Councilmember Nibert presented the proclamation to recipients from the Pleasanton Police Department.

16. Presentation of a proclamation recognizing May 19-25 as National Public Works Week
Councilmember Nibert presented the proclamation to recipients from the Public Works department.

17. Public Comment regarding items not listed on the agenda.

Mayor Brown opened public comment. The following individuals provided comment:

David Ott, Laura Melchionne, Rob Fjerstad, Mike Sanderson, Terry Chang, Joe Couto, Jim Van Dyke, Esther Waltz.

Mayor Brown closed public comment.

City Council Minutes Page 6 of 8 May 7, 2024

18. Approving, authorizing and directing execution of certain financing documents and certain actions in connection with issuing up to $19,000,000 in water revenue bonds for financing improvements to the City’s water system
Recomme
ndation: Adopt Resolution No. 2024-025 authorizing the execution and delivery of an Installment Sale Agreement, a Bond Purchase Agreement and a Preliminary Official Statement and authorizing certain related matters regarding the Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds.

Susan Hsieh, Finance Director, and Tamara Baptista, Assistant Director of Public Works presented the item.

Mayor Brown opened public comment. There being no speakers, Mayor Brown closed public comment.

MOTION: It was m/s by Nibert/Testa to approve the item. Motion passed by the following vote:

Ayes: Councilmembers Arkin
, Balch, Nibert, Testa, Mayor Brown
Noes: None

Absent: None

20. Continued from April 16, 2024: Bi-annual update to the City Council regarding Police department operations, services and activities
Gina Anderson, Interim Police Chief, and Kurt Schlehuber, Captain, presented the item.

Mayor Brown opened public comment. The following individual provided comment:

John Bauer.

Mayor Brown closed public comment.

Mayor Brown called a recess at 9:48 p.m. and reconvened the meeting at 9:56 p.m.

19. Public Hearing: Consider adoption of a resolution for the Housing and Human Services Grants and Community Grant Program:
a. Adopt a resolution approving the allocation of Housing and Human Services Grant and Community Grant Program funds for Fiscal Year 2024 Grant Funding Cycle (City Fiscal Year 2024/25)

PUBLIC HEARINGS AND OTHER MATTERS
Item 18: Concurrent Actions of the Joint Powers Financing Authority and City Council:

City Council Minutes Page 7 of 8 May 7, 2024
Recommendation:

1. As recommended by the Human Services Commission, allocate $684,373 from the sources listed to fund the applications as presented in Table A of the resolution for human services-related projects.

General Fund $257,864
CDBG Public Services $ 76,636
CDBG Administration $ 76,069
CDBG Capital $273,804
TOTAL $684,373

2. As recommended by the Housing Commission, allocate $509,029 from the sources listed to fund the applications as presented in Table A of the resolution for housing- related projects.

Lower Income Housing Fund $366,374
HOME Fund $135,000
HOME Administration $ 7,655
TOTAL $509,029

3. As recommended by the Civic Arts and Youth Commissions, allocate from the General Fund $80,000 in CG funds as listed in Table B of the resolution.

4. Adopt Resolution No. 2024-026 approving the allocation of HHSG and CG funds for FY 2024/25 (as listed in Tables A and B) and authorize the City Manager and/or designee to enter into individual contracts with each agency receiving HHSG and CG funds and take all other actions necessary to carry out the HHSG and CG programs for FY 2024/25.

Jay Ingram, Recreation Manager, and Steve Hernandez, Housing Manager, presented the item.

Mayor Brown opened public comment. The following individual provided comment:

Esther Waltz.

Mayor Brown closed the public comment.

Councilmember Arkin recused from the meeting prior to discussion and consideration of the Human Services grants because she received final compensation within the last 12 months from her previous employment with Hively who is a grant recipient.

All members of the City Council disclosed volunteer work and contributions they made to the various recipients, but that do not require recusal from the item.

City Council Minutes Page 8 of 8 May 7, 2024
Ayes: Councilmembers Balch, Nibert, Testa, Mayor Brown
Noes: None
Recuse: Councilmember Arkin
MOTION: It was m/s by Balch/Arkin to approve recommendations 2, 3, and 4. Motion passed by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None
b. Adopt a resolution approving the Annual Action Plan (FY 2024/2025) for the use of federal Community Development Block Grant (CDBG) funds
Recommendation: Adopt Resolution No. 2024-027 approving the Annual Action Plan for federal Fiscal Year 2024, directing staff to submit it to HUD by the May 15, 2024 deadline; and authorize the City Manager, or their designee, to negotiate and execute any related documents, agreements, and modifications related to the Annual Action Plan with HUD.

Jay Ingram, Recreation Manager, and Steve Hernandez, Housing Manager, presented the item.

MOTION: It was m/s by Nibert/Arkin to approve the item as recommended. Motion passed by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None

MATTERS INITIATED BY COUNCIL
Councilmember Testa requested a discussion to create a charter for the City. The City Attorney offered to provide more information on the topic. By majority consensus, the City Council agreed to receiving more information from staff about the process.

COUNCIL REPORTS
Councilmembers reported on regional and local meetings attended.

ADJOURNMENT
Mayor Brown adjourned the meeting at 11:18 p.m.
______________________
Jocelyn Kwong, City Clerk
MOTION: It was m/s by Testa/Balch to approve recommendation 1. Motion passed by the following vote:

Item #2

CITY COUNCIL AGENDA REPORT

June 4, 2024
City Clerk

TITLE: ADOPT A RESOLUTION CALLING A GENERAL MUNICIPAL ELECTION TO BE HELD TUESDAY, NOVEMBER 5, 2024; A RESOLUTION REQUESTING CONSOLIDATION WITH THE STATEWIDE GENERAL ELECTION; AND A

RESOLUTION PERTAINING TO THE SUBMISSION OF CANDIDATE

STATEMENTS

SUMMARY
The purpose of the November 2024 general municipal election is to elect a Mayor for a two- year term and two members of the City Council from Districts 2 and 4, each for a four-year term.

RECOMMENDATION
Adopt a Resolution Calling a General Municipal Election to be held Tuesday, November 5, 2024; a Resolution Requesting Consolidation with the Statewide General Election; and a Resolution Pertaining to the Submission of Candidate Statements.

BACKGROUND
The City holds its General Municipal Election the first Tuesday after the first Monday in November in each even-numbered year for the purpose of electing municipal officers - a Mayor and two Council Members. Along with adopting the required resolution calling for the November 5, 2024, election, staff recommend that the City Council request consent from the County of Alameda Board of Supervisors to consolidate with the Statewide General Election and for the Registrar of Voters to render specific services to the City related to conducting the election. State law also requires adoption of a resolution regulating candidate statements.

DISCUSSION
Consistent with past elections and state law, in the event of a tie vote, the City will conduct a special runoff election. Alternatively, a tie vote may be resolved by lot as provided for in Elections Code section 15651(b).

Additionally, candidates will pay a $25 filing fee and a deposit for the optional candidate statement. The estimated cost associated with printing and translating a candidate statement of 200 words is $600 based on the 2022 general municipal election, with final costs to be provided by the County.

The nomination period for all offices opens July 15, 2024, and closes August 9, 2024, at 5 p.m. unless extended pursuant to Elections Code section 10225.

EQUITY AND SUSTAINABILITY
Not applicable, as this item is a routine matter of City business.

OUTREACH
No outreach has been conducted, as this item is a routine matter of City business.

STRATEGIC PLAN ALIGNMENT
The general municipal election of officers is required and will enable advancement of ONE Pleasanton Strategic Plan goals and strategies.

FISCAL IMPACT
Funding is allocated in the Fiscal Year 2024/25 operating budget with costs related to consolidated services by the County to be invoiced by the County after the election.

Prepared by: Submitted by: Approved by:

Jocelyn Kwong, City Clerk Jocelyn Kwong, City Clerk

Gerry Beaudin, City
Manager

Attachments:

1. Resolution Calling a General Municipal Election to be held Tuesday, November 5, 2024

2. Resolution Requesting consolidation with the Statewide General Election

3. Resolution Pertaining to the submission of candidate statements

ATTACHMENT 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON,

CALIFORNIA, CALLING FOR THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 5, 2024, FOR THE ELECTION OF CERTAIN

OFFICERS AS REQUIRED BY THE PROVISIONS OF THE LAWS OF THE STATE OF

CALIFORNIA RELATING TO GENERAL LAW CITIES
WHEREAS, under the provisions of the laws relating to general law cities in the State of California, a General Municipal Election shall be held on November 5, 2024, for the election of Municipal Officers.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. That pursuant to the requirements of the laws of the State of California relating to General Law Cities there is called and ordered to be held in the City of Pleasanton, California, on Tuesday, November 5, 2024 for the purpose of electing a Mayor for the full term of two years, and two Members of the City Council from Districts 2 and 4 for the full term of four years.

SECTION 2. That the ballots to be used at the election shall be in form and content as required by law.

SECTION 3.That the City Clerk is authorized, instructed, and directed to coordinate with the County of Alameda Registrar of Voters to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election.

SECTION 4. That the polls (vote centers) for the election shall be open at seven o’clock a.m. of the day of the election and shall remain open continuously from that time until eight o’clock p.m. of the same day when the polls (vote centers) shall be closed, pursuant to Election Code § 10242, except as provided in § 14212, 14401 of the Elections Code of the State of California.

SECTION 5. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections.

SECTION 6.That notice of the time and place of holding the election is given and the City Clerk is authorized, instructed, and directed to give further or additional notice of the election, in time, form and manner as required by law.

SECTION 7. That in the event of a tie vote (if any two or more persons receive an equal and the highest number of votes for an office) as certified by the County of Alameda Registrar of Voters, the City Council, in accordance with Election Code § 15651(b), shall conduct a special runoff election to resolve the tie vote and such special runoff election is to be held on a Tuesday not less than 40 days nor more than 125 days after the administrative or judicial certification of the election which resulted in a tie vote.

SECTION 8.That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

Resolution No.

SECTION 9. The City Council authorizes the City Clerk to administer said election and all reasonable and actual election expenses shall be paid by the City upon presentation of a properly submitted bill.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on June 4, 2024.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on the 4th day of June 2024, by the following vote:

Ayes:

Noes:

Absent:

Abstain:
____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:
____________________________
Daniel G. Sodergren, City Attorney

ATTACHMENT 2
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON,

CALIFORNIA, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF

ALAMEDA TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024, WITH THE STATEWIDE GENERAL ELECTION TO BE HELD ON THE DATE PURSUANT TO § 10403 OF THE ELECTIONS CODE
WHEREAS, the City Council of the City of Pleasanton called a General Municipal Election to be held on November 5, 2024, for the purpose of electing a Mayor to a two-year term, and two Members of the City Council from Districts 4 and 4 to a four-year term; and WHEREAS, it is desirable that the General Municipal Election be consolidated with the Statewide General Election to be held on the same date and that within the city the precincts, polling places (vote centers) and election officers of the two elections be the same, and that the County Election Department of the County of Alameda canvass the returns of the General Municipal Election and that the election be held in all respects as if there were only one election.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. That pursuant to the requirements of § 10403 of the Elections Code, the Board of Supervisors of the County of Alameda is hereby requested to consent and agree to the consolidation of a General Municipal Election with the Statewide General Election on Tuesday, November 5, 2024, for the purpose of the election of a Mayor to a two-year term, and two Members of the City Council from Districts 2 and 4 to a four-year term.

SECTION 2.That the County Election Department is authorized to canvass the returns of the General Municipal Election. The election shall be held in all respects as if there were only one election, and only one form of ballot shall be used. The election will be held and conducted in accordance with the provisions of law regulating the statewide election.

SECTION 3.That the Board of Supervisors is requested to issue instructions to the County Election Department to take all steps necessary for the holding of the consolidated election.

SECTION 4. That the City of Pleasanton recognizes that additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the County for any costs.

SECTION 5. That the City Clerk is hereby directed to file a certified copy of this resolution with the Board of Supervisors and the County Election Department of the County of Alameda.

SECTION 6. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

Resolution No.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on June 4, 2024.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on the 4th day of June 2024, by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:
____________________________
Daniel G. Sodergren, City Attorney

ATTACHMENT 3
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON,

CALIFORNIA, ADOPTING REGULATIONS FOR CANDIDATES FOR ELECTIVE

OFFICE PERTAINING TO CANDIDATE STATEMENTS SUBMITTED TO THE VOTERS AT AN ELECTION TO BE HELD ON NOVEMBER 5, 2024
WHEREAS, §13307 of the Elections Code of the State of California provides that the governing body of any local agency adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs of the candidate statement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:

SECTION 1. GENERAL PROVISIONS
That pursuant to §13307 of the Elections Code of the State of California, each candidate for elective office to be voted for at an election to be held in the City of Pleasanton, on November 5, 2024, may prepare a candidate’s statement on an appropriate form provided by the City Clerk.

The statement may include the name, age and occupation of the candidate and a brief description of no more than 200 words of the candidate’s education and qualifications expressed by the candidate. The statement shall not include party affiliation of the candidate, nor membership or activity in partisan political organizations. The statement shall be filed in typewritten form, signed by the candidate and filed in the Office of the City Clerk at the time the candidate’s nomination papers are filed. For any discrepancy between the information listed on the hard and the digital copy of the statement, the signed hard copy will take precedence. The statement may be withdrawn, but not changed, during the period for filing nomination papers and until 5 p.m. of the next working day after the close of the nomination period.

SECTION 2. FOREIGN LANGUAGE POLICY
A. Pursuant to the Federal Voting Rights Act, candidates statements will be translated into all languages required by the County of Alameda. The County is required to translate candidate’s statements into the following languages: Chinese, Spanish, Tagalog, and Vietnamese.

B. The County will print and mail separate voter information guides and candidate statements in Spanish, Chinese, Tagalog and Vietnamese to only those voters who are on the County voter file as having requested a voter information guide in a particular language. The County will make the voter information guides and candidate statements in the required languages available at all polling places/vote centers, on the County’s website, and in the Election Official’s office.

SECTION 3. PAYMENT
A. Translations:

1. The candidate shall be required to pay for the cost of translating the candidates statement into any required foreign language as specified in (A) and (B) of Section 2 above pursuant to Federal and/or State law.

Resolution No.

2.The candidate shall be required to pay for the cost of translating the candidates statement into any foreign language that is not required as specified in (A) and (B) of Section 2 above, pursuant to Federal and/or State law, but is requested as an option by the candidate.

B. Printing:

1. The candidate shall be required to pay for the cost of printing the candidates statement in English in the main voter pamphlet.

2. The candidate shall be required to pay for the cost of printing the candidates statement in a foreign language required in (A) of Section 2 above, in the main voter pamphlet.

3. The candidate shall be required to pay for the cost of printing the candidates statement in a foreign language requested by the candidate per (B) of Section 2 above, in the main voter pamphlet.

4. The candidate shall be required to pay for the cost of printing the candidates statement in a foreign language required by (A) of Section 2 above, in the facsimile voter pamphlet.

The City Clerk shall estimate the total cost of printing, handling, translating, and mailing the candidates’ statements filed pursuant to this section, including costs incurred as a result of complying with the Voting Rights Act of 1965 (as amended) and require each candidate filing a statement to pay in advance to the City their estimated pro rata share as a condition of having their statement included in the voter’s pamphlet. The estimate is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements. Accordingly, the City Clerk is not bound by the estimate and shall, on a pro rata basis, bill the candidate for additional actual expense, or refund any excess paid, depending on the final actual cost. In the event of underpayment, the City Clerk shall require the candidate to pay the balance of the cost incurred. In the event of overpayment, the City Clerk shall prorate the excess amount among the candidates and refund the excess amount paid within 30 days of the election or upon City’s receipt of invoices from the county.

SECTION 4. MISCELLANEOUS
The City Clerk shall comply with all recommendations and standards set forth by the California Secretary of State regarding occupational designations and other matters relating to elections.

SECTION 5. ADDITIONAL MATERIALS
No candidate will be permitted to include additional materials in the voter information guide.

SECTION 6.That the City Clerk shall provide each candidate or the candidate's representative with a copy of this Resolution at the time nomination petitions are issued.

SECTION 7.That all previous resolutions establishing Council policy on payment for candidate statements are repealed.

SECTION 8.That this resolution shall apply at the next ensuing municipal election and at each municipal election after that time.

Resolution No.

SECTION 9.That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on June 4, 2024.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on the 4th day of June 2024, by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:
____________________________
Daniel G. Sodergren, City Attorney

CITY COUNCIL AGENDA REPORT
June 4, 2024
Community Development
TITLE: ACTIONS OF THE ZONING ADMINISTRATOR AND PLANNING

COMMISSION
P24-0286, James Singleton/MasTec
Application for Wireless Design Review approval to install six panel antennas with obscure reflective concealment film over the antennas, radio equipment, and other associated components on the rooftop of the existing mechanical screen located at 6700 Koll Center Parkway.

Approved. (1 day)
Planning Commission, May 22, 2024
Commissioners Present: Commissioners Anurag Jain, Ken Morgan, Stephanie Wedge, and Chair Matt Gaidos
Commissioners Absent: Commissioners Vivek Mohan and Brandon Pace P24-0278, Meenu Gochhwal, 2207 Martin Avenue - Zoning Administrator referral of an application for Administrative Design Review to install six approximately 15-foot-tall tennis court lights located at 2207 Martin Avenue.

Recommendation: Adopt Resolution No. PC-2024-11 approving the application.

Actions Taken: Application denied.

Vote: 3-0; Jain Abstained
Prepared by: Submitted by: Approved by:

Melinda Denis
Zoning Administrator
Ellen Clark
Director of Community
Development
Gerry Beaudin
City Manager
Item #3

Item #4

CITY COUNCIL AGENDA REPORT
June 4, 2024
Community Development
TITLE: ADOPT ORDINANCE NO. 2280 AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF PLEASANTON APPROVING THE APPLICATION FOR A PLANNED UNIT

DEVELOPMENT (PUD) DEVELOPMENT PLAN TO ESTABLISH DEVELOPMENT STANDARDS AND CONSTRUCT A 1,117-SQUARE-FOOT ADDITION TO THE FRONT, A 65-SQUARE-FOOT ATTACHED FRONT COVERED PORCH, AND A 160-SQUARE-FOOT ATTACHED REAR COVERED PORCH TO AN EXISTING SINGLE-FAMILY RESIDENCE LOCATED AT 544 SYCAMORE ROAD, AS FILED UNDER CASE NO. PUD-149
The foregoing Ordinance No. 2280 was introduced at a regular meeting of the City Council on May 7, 2024, by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None
Abstain: None

ORDINANCE NO. 2280

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PLEASANTON

APPROVING THE APPLICATION FOR A PLANNED UNIT DEVELOPMENT (PUD)

DEVELOPMENT PLAN TO ESTABLISH DEVELOPMENT STANDARDS AND CONSTRUCT A 1,117 -SQUARE-FOOT ADDITION TO THE FRONT, A 65 -SQUARE- FOOT ATTACHED FRONT COVERED PORCH, AND A 160 -SQUARE-FOOT

ATTACHED REAR COVERED PORCH TO AN EXISTING SINGLE -FAMILY RESIDENCE LOCATED AT 544 SYCAMORE ROAD, AS FILED UNDER CASE NO.

PUD-149

WHEREAS, on October 16, 2023 , Douglas Harwood (“Applicant”) applied for PUD development plan approval under case No. PUD -149 to establish development standards and construct a 1,117-square-foot addition to the front, a 65-square-foot attached front covered porch, and a 160- square-foot attached rear covered porch to an existing single- family residence (“Project”) located at 544 Sycamore Road (“Property”); and

WHEREAS, the Property is designated Low Density Residential in the General Plan; and

WHEREAS, the Property is located in the North Sycamore Specific Plan area with a land use designation of PUD-A; and

WHEREAS, the proposed project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to 15182, Projects Pursuant to a Specific Plan; and

WHEREAS, on March 27, 2024, with a 5 -0 vote, the Planning Commission determined the development plan is appropriate for the site, made the findings, and recommended to the Pleasanton City Council PUD-149 be approved; and

WHEREAS, on May 7, 2024, the Pleasanton City Council held a duly noticed public hearing on this application and considered all public testimony, agenda reports, and related materials, and the recommendations of City staff and the Planning Commission; and

WHEREAS, after review of the materials presented, the City Council determined that the PUD plan is consistent with the General Plan, North Sycamore Specific Plan, and purposes of the PUD ordinance based on the considerations set forth in this ordinance.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The City Council approves case PUD -149, the application of Douglas Harwood for PUD Development Plan approval to establish development standards and construct a 1,117-square-foot addition to the front, a 65- square-foot attached front covered porch, and a 160-square-foot attached rear covered porch to an existing single- family residence for 544 Sycamore Road, subject to the conditions as shown in Exhibit A, attached hereto and made part of this ordinance by this reference.

SECTION 2. A summary of this ordinance shall be published once within fifteen (15) days after its adoption in “The Valley Times,” a newspaper of general circulation published in the

Ordinance No. 2280

City of Pleasanton, and the complete ordinance shall be posted for fifteen (15) days in the City Clerk’s office within fifteen (15) days after its adoption.

SECTION 3. This ordinance shall become effective thirty (30) days after its passage and adoption.

The foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Pleasanton, California, on May 7, 2024 by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None
Abstain: None

______________________________
Karla Brown, Mayor

ATTEST:

____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________
Daniel G. Sodergren, City Attorney

EXHIBIT A

CONDITIONS OF APPROVAL

PUD-149
544 Sycamore Road

The applicant is hereby notified, as part of this approval, that (s)he is required to satisfy and maintain compliance with the conditions of approval below. Where approval by the Director of Community Development, Planning Division, Director of Engineering/City Engineer, City Attorney, Chief Building and Safety Official, Fire Department or other City staff is required, review shall be for compliance with all applicable conditions of approval, adopted policies and guidelines, ordinances, laws and regulations, and accepted practices related to the approval. In addition to complying with the conditions below, the applicant is required to comply with all applicable federal, state, and local laws that pertain to this project, whether or not specifically noted herein.

This approval is granted for a Planned Unit Development approval to establish development standards for an existing single-family residence zoned PUD (Planned Unit Development) - A (Agricultural) and construct a 1,117-square-foot addition to the front, a 65-square-foot attached front covered porch, and a 160-square-foot attached rear covered porch to the existing single-family residence of the property at Assessor Parcel No. 948-17-3-2 at 544 Sycamore Road. Development shall be substantially as shown on the project materials listed below:

a. Project plans, Exhibit B, prepared by Douglas J. Harwood for Varma Kottapali & Soujanya Vuppa, dated “Received” on January 29, 2024, and kept on file in the Planning Division of the Community Development Department. b. Arborist Report, prepared by Carol Randisi, Buena Vista Tree Service, dated “Received” on December 15, 2023, and kept on file in the Planning Division of the Community Development Department.

The project materials listed above are collectively the “Approved Development Plan.”

THIS APPROVAL IS GRANTED SUBJECT TO THE FOLLOWING CONDITIONS:

1. APPROVAL AND REVISIONS: The proposed development shall be in substantial conformance with the “Approved Plans,” except as modified by the following conditions. Minor changes to the plans may be allowed subject to the approval of the Director of Community Development if found to be in substantial conformance with the approved exhibits. Planning Division approval is required before any changes are implemented in site design, grading, architectural design, house colors or materials, green building measures, landscape material, etc.

2. EXPIRATION - RESIDENTIAL PUD: The PUD development plan shall lapse two years from the effective date of this ordinance if the applicant does not apply for a building permit.

3. CONDITIONS OF APPROVAL CHECKLIST: The applicant shall submit a “Conditions of Approval Checklist” indicating all conditions in Exhibit A have been satisfied, incorporated into the building permit plans or improvements plans, and/or addressed. Said checklist shall be attached to all building permit and engineering permit submittals for review by the City prior to issuance of permits.

4. PUD PERIOD: The building permit submittal will only be accepted after the ordinance approving the Planned Unit Development (PUD) development plan becomes effective, unless the applicant submits a signed statement acknowledging the plan check fees may be forfeited in the event the ordinance is overturned. In no case will a building permit be issued prior to the PUD ordinance being in effect.

5. LIABILITY AND INDEMNIFICATION: To the extent permitted by law, the project applicant shall hold harmless, defend (with counsel acceptable to the City), and indemnify the City, its City Council, its officers, commissions, employees and agents from and against any claim, action, or proceeding brought by a third party against the indemnified parties and/or the applicant to attack, set aside, or void the approval of the project or any permit authorized hereby for the project, including without limitation, reimbursing the City its attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its choice.

PLANNING DIVISION – 925-931-5600

Site Development and Building Design

6. DEVELOPMENT STANDARDS: Unless otherwise specified in the Conditions of Approval, the site development standards shall be those of the R-1-40,000 Zoning District in the Pleasanton Municipal Code. (Project Specific Condition)

7. ACCESSORY DWELLING UNIT: Accessory Dwelling Unit (ADU) standards shall be those as specified in the Pleasanton Municipal Code. (Project Specific Condition)

8. NORTH SYCAMORE SPECIFIC PLAN: All regulations and guidelines in the North Sycamore Specific Plan and approved by Ordinance 1576 are still in affect except as modified by the Conditions of Approval and Development Plan. (Project Specific Condition)

9. BUILDING MATERIALS AND COLORS: The building materials and colors in the Approved Plans shall be stated on the building permit plans.

10. PAVING MATERIALS: The color, material, design, and product specifications for the paving materials used on-site shall be in conformance with the Approved Plans and included with the building permit submittal. Any proposed modifications to the final paving design details shall be subject to review and approval by the Planning Division prior to issuance of building permits.

11. WINDOWS: Manufacturer type, design, material, and installation details for all windows within the project shall be specified for each unit/building in conformance with the Approved Plans in the building permit submittal. Any proposed modifications shall be subject to review and approval by the Planning Division prior to issuance of building permits.

12. FENCE/WALL: All fencing and walls shall be shown on the construction plans with the building permit submittal. The design and location must be approved by the Planning Division and comply with all setback requirements.

13. LIGHTING PLAN: The applicant shall submit a lighting plan with the building permit submittal. The plan shall include photometric contours, manufacturer’s specifications on the fixtures, and mounting heights. All exterior lighting including landscape lighting shall be directed downward and designed or shielded so as to not shine onto neighboring properties or streets. The photometrics shall be reviewed and approved by the City Traffic Engineer and Director of Community Development prior to building permit issuance. The type and location of all exterior light fixtures shall be reviewed and approved by the Director of Community Development prior to building permit issuance.

14. BUILDING SURVEY: The applicant shall submit a building survey and/or record of survey and a site development plan in accordance with the provisions of Chapter 18.68 of the PMC. These plans shall be approved by the Chief Building Official prior to building permit issuance. The site development plan shall include all required information to design and construct site, grading, paving, drainage, and utilities.

15. PAD AND SETBACK CERTIFICATION: The applicant shall submit a pad elevation certification prepared by a California licensed land surveyor or registered civil engineer to the Chief Building Official and Director of Community Development certifying the pad elevations and building locations (setbacks) are conforming to the approved plans, prior to receiving a foundation inspection for the structures.

16. BUILDING HEIGHT CERTIFICATION: The applicant shall submit a building height certification prepared by a California licensed land surveyor or civil engineer to the Director of Community Development before the first framing or structural inspection by the Building and Safety Division. The height of the

structures shall be surveyed and verified as being in conformance to the approved building heights as shown on Exhibit B or as otherwise conditioned.

17. FINAL INSPECTION: Final inspection by the Planning Division is required prior to occupancy.

18. FIREPLACES AND FIRE PITS: Fireplaces and fire pits shall be gas fireplaces, pellet fueled wood heaters, or EPA certified wood-burning appliances. The fireplace types shall be indicated on the plan and/or specification sheet(s) submitted to for issuance of building permits.

Construction Practices and Noticing

19. WORK HOURS: All demolition and construction activities, inspections, plan checking, material delivery, staff assignment or coordination, etc., shall be limited to the hours of 8 a.m. to 5 p.m., Monday through Saturday. No construction shall be allowed on State or Federal Holidays or Sundays. The Director of Community Development may allow earlier “start times” or later “stop times” for specific construction activities, e.g., concrete pouring. All construction equipment shall meet Department of Motor Vehicles (DMV) noise standards and shall be equipped with muffling devices. Prior to construction, the hours of construction shall be posted on site.

20. CULTURAL RESOURCES: If any prehistoric or historic artifacts, or other indication of cultural resources are found once the project construction is underway, all work shall stop within 20-meters (66 feet) of the find. A qualified archaeologist shall be consulted for an immediate evaluation of the find prior to resuming groundbreaking construction activities within 20 meters of the find. If the find is determined to be an important archaeological resource, the resource shall be either avoided, if feasible, or recovered consistent with the requirements of the State California Environmental Quality Act (CEQA) Guidelines. In the event that human remains are discovered during grading and construction of the project, work shall stop immediately. There shall be no disposition of such human remains, other than in accordance with the procedures and requirements set forth in California Health and Safety Code Section 7050.5, Public Resources Section 5097.98, and Title 14 California Code of Regulations Section 15064.5.

These code provisions require notification of the County Coroner, who may then notify the Native American Heritage Commission, who in turn must notify the persons believed to be most likely descended from the deceased Native American for appropriate disposition of the remains. A similar note shall appear on the building permit and/or improvement plans.

Fees

21. FEES: The applicant shall pay any and all fees to which the property may be subject, prior to issuance of grading and/or building permits, or prior to recordation of the final map, whichever is applicable. The type and amount of the fees shall be those in effect at the time the permit is issued.

22. WATER FEES AND WATER METER CONNECTION FEES: The applicant shall pay the applicable Zone 7 and City connection fees and water meter cost for any water meters and irrigation meters, if applicable, prior to building permit issuance.

23. SEWER FEES: The applicant shall pay the applicable Dublin-San Ramon Services District (DSRSD) and City sewer permit fees prior to building permit issuance.

ENGINEERING DEPARTMENT – LAND DEVELOPMENT – 925-931-5650

24. Sewerage System – Applicant to confirm if property is on septic system or connected to the City of Pleasanton sewer system.
a. If the property is on a septic system, the applicant shall provide an inspection report to show the existing septic system is in a safe and healthy manner per Pleasanton Municipal Code §15.16.020C
b. If there is a sewer lateral system connected to main, provide a clean out per City of Pleasanton Standard Detail Drawing No. 409.
(Project Specific Condition)

LANDSCAPE ARCHITECTURE DIVISION – 925-931-5672

Trees

25. TREE REPORT: The applicant shall comply with the recommendations of the tree report prepared by Carol Randisi, Certified Arborist WE #6481A, Buena Vista Tree Service, dated December 2023. No tree trimming or pruning other than that specified in the tree report shall occur. The applicant shall arrange for the Project Arborist to conduct a field inspection prior to building permit issuance to ensure all recommendations have been properly implemented. The Project Arborist shall certify in writing all recommendations have been followed. (Project Specific Condition)

26. TREE BOND: Any tree affected by development/construction must be protected per the Municipal Code. The applicant shall post cash, letter of credit, or other security satisfactory to the Director of Engineering/City Engineer, for all Heritage Trees and any other significant tree as deemed by the City Landscape Architect.

The bond amount shall be $13,050, or the value of tree #7 per the arborist report.

This bond or security will be for the value of the tree(s), up to a maximum of $100,000, and shall be held for a minimum of 1 year following acceptance of public improvements or completion of construction, whichever is later, and shall be forfeited if the trees are destroyed or substantially damaged. An arborist shall

be onsite during any tree work (i.e. root pruning, trimming, setting up tree protection, etc.). The bond or security may be released early with a certification letter by the arborist confirming he/she was present during said tree work and work was performed in accordance with the arborist’s recommendations. (Project Specific Condition)

27. TREE PRUNING: Pruning shall be conducted by a certified arborist familiar with the International Society of Arboriculture (ISA) pruning guidelines and shall comply with the guidelines established by the ISA, Tree Pruning Guidelines, current edition, to maintain the health of the trees.

28. TREE PROTECTION FENCING: Prior to issuance of a grading or building permit, the applicant shall install temporary 6-foot tall chain-link fencing (or other fence type acceptable to the Landscape Architecture Division) outside of the existing tree drip lines. The location of the tree protection fencing shall be shown on the demolition plans (if applicable), grading, building, and/or landscape plans.

The fencing shall remain in place until final landscape inspection by the Landscape Architecture Division. Removal of such fencing prior to approval may result in a “stop work order.”

END

Item #5

CITY COUNCIL AGENDA REPORT

June 4, 2024
Community Development

TITLE: APPROVE AND AUTHORIZE THE CITY MANAGER TO EXECUTE FIRST

AMENDMENTS TO THE ON-CALL PROFESSIONAL SERVICES AGREEMENTS

WITH FIRSTCARBON SOLUTIONS AND RINCON CONSULTING, EXTENDING THE TERM OF THE AGREEMENTS FOR ONE YEAR, THROUGH JUNE 30, 2025

SUMMARY
The City’s Community Development Department (CDD) is responsible for citywide land development (residential, commercial, industrial, and other). Development entitlements often require review for compliance with the California Environmental Quality Act (CEQA) and its guidelines. In 2021, the City Council authorized on-call agreements with three firms:

FirstCarbon Solutions (FCS), Rincon Consulting (Rincon), and PlaceWorks, for as-needed environmental review services. The agreements were approved with an initial term of three years, with the option of two additional one-year extensions. At this time, staff is recommending amending the agreements with FCS and Rincon for an additional year, through June 30, 2025. There will be no change to the original aggregate total compensation across the on-call agreements, which is set at a not-to-exceed amount of $1,500,000. On-call CEQA review services for development projects represent the majority of work completed to date; such costs are fully reimbursed to the City by project applicants.

RECOMMENDATION
Approve and authorize the City Manager to execute First Amendments to the on-call Professional Services Agreements with FirstCarbon Solutions and Rincon Consulting, extending the term of the Agreements for one year, through June 30, 2025.

BACKGROUND
To establish consistent availability of qualified consultants and expedite the process of securing professional services for CEQA review for individual projects, in September 2020, staff contacted 14 Bay Area environmental consulting firms soliciting Request for Qualifications (RFQ) for on-call services. Staff interviewed five of the nine firms which responded to the RFQ, and in January 2021 the City Council approved agreements with three firms: FirstCarbon Solutions, PlaceWorks, and Rincon Consulting. The on-call agreements were approved for an initial period of three years, through June 30, 2024, with the option of up to two one-year extensions.

DISCUSSION
To date, the City has issued 11 separate work authorizations under the three contracts, amounting to approximately $575,000 in total compensation, with most of those authorizations being related to current planning applications for private development projects. In these cases, the work is fully reimbursed by the developer (the reimbursement rate also includes a 25 percent Administrative Fee included under the City’s Master Fee Schedule).

The on-call contracts have been used secondarily for CEQA-related work on City-funded projects within the City’s Capital Improvement Program (CIP) and other budgeted efforts, such as Greenhouse Gas Threshold Guidance related to the Climate Action Plan 2.0 Update (CIP), the Lemoine Bypass Pipeline Project (CIP), and the development of review templates to ensure consistent and efficient CEQA review of projects that are eligible for tiering under programmatic documents such as the 6th Cycle Housing Element EIR. In these cases, funding for the work is established within the approved CIP or departmental budgets.

Staff is now recommending the extension of two of the three original agreements, through June 30, 2025. Staff is satisfied with the quality and timeliness of work being performed by FCS and Rincon. Staff is not recommending the extension of the original agreement for PlaceWorks due to inadequate performance during the initial three-year term.

There will be no change in the total aggregate compensation, which was previously approved at a $1,500,000 maximum. Similarly, no change is recommended to the approved task authorization maximums, currently established as follows:
• The Director of Community Development is authorized to approve task authorizations up to $100,000 for CEQA services funded entirely by a project applicant, and up to $25,000 for CEQA services funded by the City.

• The City Manager is authorized to approve task authorizations up to $250,000 for CEQA services funded entirely by a project applicant, and up to $100,000 for services funded by the City.

Staff anticipates issuing a new RFQ process in the coming year to establish an updated pool of three to five on-call consultant firms to perform CEQA-related work. The new contracts would be established effective July 1, 2025, following consideration and approval by the City Council.

EQUITY AND SUSTAINABILITY
Not applicable, as this item is a routine matter of City business.

OUTREACH
No outreach was conducted, as this item is a routine matter of City business.

STRATEGIC PLAN ALIGNMENT
Not applicable, as this item is a routine matter of City business.

FISCAL IMPACT
Work under these on-call agreements is assigned on an as-needed basis and funded by the applicant through reimbursement agreements for private development projects. City-sponsored projects are funded through specific CIP funds or budgeted Professional Services accounts, depending on the work to be performed. Applicant-funded work is most common under these agreements, and the City applies the 25 percent Administrative Fee included in the Master Fee Schedule to applicants as part of the reimbursement agreement, which covers staff time to manage these contracts, review draft documents, etc. There is no new financial impact related to the extension of these two on-call agreements, as budget for specific work will be assigned

as available through specific capital improvement projects and reimbursement agreements.

The total aggregate not-to-exceed amount will remain at the previously approved maximum of $1,500,000.

Prepared by: Submitted by: Approved by:

Melinda Denis, Planning
Manager/Community
Development Deputy
Director
Ellen Clark, Director of Community
Development

Gerry Beaudin, City
Manager

Attachments:

1. First Amendment to Agreement with FirstCarbon Solutions

2. First Amendment to Agreement with Rincon Consulting

ATTACHMENT 1

FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement is entered into this 4th day of June, 2024 by the City of Pleasanton ("City") and FirstCarbon Solutions, ("Consultant”).

Whereas, on January 19, 2021 the City and Consultant entered into a Professional Services Agreement for on-call environmental review services ("Agreement"), with a term through June 30, 2024; and
Whereas, the agreement allows for up to two one-year extensions; and Whereas, the parties desire to extend the term of the Agreement for one additional year, through June 30, 2025.

Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. A. Section 6 of the Agreement, "Terms" is amended to include a new expiration date of June 30, 2025.

2. This amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3. All other terms and conditions of the Agreement shall remain in full force and effect.

In witness whereof, authorized representatives of the parties have executed this First Amendment to the Agreement as of the date first above written.

CITY OF PLEASANTONCONSULTANT

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature
__________________________
Print name
Title: __________________________

First Amendment Page 2
[If Contractor or Consultant is a
corporation, signatures must comply with
California Corporations Code §313]
ATTEST:
_____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney
__________________________
Print name
Title: __________________________
Rev. 3/23

ATTACHMENT 2

FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement is entered into this 4th day of June, 2024 by the City of Pleasanton ("City") and Rincon Consulting, Inc., ("Consultant”).

Whereas, on January 19, 2021 the City and Consultant entered into a Professional Services Agreement for on-call environmental review services ("Agreement"), with a term through June 30, 2024; and
Whereas, the agreement allows for up to two one-year extensions; and Whereas, the parties desire to extend the term of the Agreement for one additional year, through June 30, 2025.

Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. A. Section 6 of the Agreement, "Terms" is amended to include a new expiration date of June 30, 2025.

2. This amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3. All other terms and conditions of the Agreement shall remain in full force and effect.

In witness whereof, authorized representatives of the parties have executed this First Amendment to the Agreement as of the date first above written.

CITY OF PLEASANTONCONSULTANT

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature
__________________________
Print name
Title: __________________________

First Amendment Page 2
[If Contractor or Consultant is a
corporation, signatures must comply with
California Corporations Code §313]
ATTEST:
_____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney
__________________________
Print name
Title: __________________________
Rev. 3/23

Item #6

CITY COUNCIL AGENDA REPORT

June 4, 2024
Community Development

TITLE: APPROVE AND AUTHORIZE THE CITY MANAGER TO EXECUTE THE

SUBSCRIPTION SERVICES AGREEMENT AND ORDER FORM FOR THE

ACCELA SAAS MULTI-SOLUTION USER SERVICE, WITH AGGREGATE ANNUAL PAYMENTS TOTALING $1,481,846 OVER A SEVEN-YEAR TERM, AND

APPROVE AND AUTHORIZE THE CITY MANAGER TO EXECUTE THE

STATEMENT OF WORK AGREEMENT FOR IMPLEMENTATION OF THIS
CLOUD-BASED SERVICE, FOR A ONE-TIME COST NOT TO EXCEED $90,850, WHICH INCLUDES 15 PERCENT CONTINGENCY

SUMMARY
The City has utilized Accela as its land management software system since 2011. The current Accela system operates on-premise via City-hosted servers, which the City’s Information Technology Department must regularly maintain, upgrade, and ensure compliance with security protocols to keep the system running smoothly and securely. Accela has notified its customers that remaining in a site-hosted environment, like the City of Pleasanton, that their systems will no longer be supported by future Accela updates. The end of life for on-premise, self-hosted installations of the Accela Civic Platform is upcoming, with maintenance ending in June 2025 and support ending in December 2025. It is recommended to start any migration and upgrade project by fall 2024, or sooner, to ensure continued support and system functionality.

Staff has been planning for this transition for the past two years, and the Building Division and IT Department are prepared for the implementation of the cloud-based Accela solution. To secure the most desirable pricing, staff recommends the City Council authorize a seven-year initial term for the service, at an aggregate total cost of $1,481,846 over the seven-year period, and also authorize the one-time implementation cost of $79,000, and up to 15 percent in contingency costs for a total not to exceed amount of $90,850, for the transition of the City’s Accela system to the cloud-based solution.

RECOMMENDATION
Approve and authorize the City Manager to execute the attached Subscription Services Agreement, Order Form, and Statement of Work with Accela for a one-time implementation cost of $79,000, plus an additional contingency amount of 15 percent for additional unforeseen costs associated with the implementation (total not to exceed amount of $90,850), and an initial term of seven years at a total aggregate cost of $1,481,846 over the seven-year period.

BACKGROUND
In 2011, the City launched the Accela software system to manage land use and community development activities including permitting, inspections, zoning, project planning, and code enforcement. Notable upgrades and efficiency enhancements within and integrated into Accela in the past few years have included launching Accela Citizen Access (ACA) for digital building

permit submittals, DigEplan for electronic plan review, and SolarApp+ for streamlined photovoltaic permitting.

In August 2023, Accela notified staff that it will no longer support upgrades or provide maintenance for the existing on-premises (non-cloud-based) platform effective June 30, 2025.

Following that notification, the City Council authorized the City Manager to enter into a one- year license agreement with Accela, effectively continuing the existing service in place at the time and allowing staff an additional year to review and plan for the migration to the cloud- based system.

DISCUSSION
To maintain the stability, efficiency, and existing service levels established by the City’s current use of the Accela land management system, staff recommends the City begin the transition to Accela’s cloud-based solution. The system will work in the same way, and have the same functionality as today, with the difference being the back-end hosting of the system.

Rather than being hosted on City-owned and maintained hardware, the system will be cloud- hosted by Accela. Making this transition at this time will ensure the City maintains access to Accela’s regular updates, service packs, and patches to maintain and enhance the product.

Staff recommends the City Council approve and authorize the City Manager to execute the attached Subscription Services Agreement (Attachment 1) and Order Form (Attachment 2), which covers an initial term of seven years. This term length offered the most beneficial annual pricing, with aggregate payments totaling $1,481,846 over the seven-year period. As outlined in the pricing summary shown below and also in the Order Form, the costs are fixed through each year of the agreement, starting at $182,000 in Year 1, and increasing annually by five percent per year, up to $243,897 in Year 7. Additionally, staff recommends the City Council approve and authorize the City Manager to execute the attached Statement of Work (Attachment 3) with Accela, which covers the one-time implementation cost of $79,000, along with a 15 percent contingency amount for a total not to exceed cost of $90,850, for Accela’s transition of the City’s service from on-premises to cloud.

Accela continues to perform well for the City and its customers, and has supported the

integration of other software systems which augment the continued modernization and streamlining of the City’s Permit Center processes. Moving to Accela's cloud-based solution will further these modernization efforts by offering several key benefits to the organization and speficially to the IT department as the cloud-based solution will reduce the need for on- premises maintenance, freeing up IT resources for other critical tasks. The transition to a cloud-based SaaS model ensures automatic updates and patches, enhancing security and compliance with industry standards. Additionally, the cloud solution provides greater scalability, allowing the system to grow with the City’s needs without significant hardware investments. Improved accessibility and reliability will enable staff to work more efficiently from any location, thereby improving overall service delivery to the City’s residents.

EQUITY AND SUSTAINABILITY
Not applicable, as this item is a routine matter of City business.

OUTREACH
No outreach was conducted, as this item is a routine matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic goal of Optimizing Our Organization, Strategy 2 - Procure and integrate critical software platforms across departments for effective use by City staff and the public. The City's licensing agreement with Accela has allowed for recent implementation of a number of other critical software platforms which integrate with the Accela system, including DigEplan and SolarApp+, as well as Accela Citizen Access for self-service online permit application submittals by the public. Moving forward with the Accela land management system in a cloud-based format allows for opportunities to continue to modernize processes in the Permit Center and improves overall service delivery.

FISCAL IMPACT
Funding for Fiscal Year 2024/25 cost of this service and implementation is included in the FY 2024/25 midterm budget update, currently scheduled for consideration and adoption at the May 21, 2024 City Council Meeting. The City currently collects a Technology Fee in the amount of two and one-half percent (2.5%) of the cost of all building permits, which is intended to help address the increased costs related to software licensing and maintenance and permit system upgrades. Revenue for the Technology Fee thus far in FY 2024-25 amounts to approximately $111,000; $139,000 in Technology fees was collected in FY 2023/24, and $206,000 in FY 2022/23. To the extent that the amount collected in Technology Fees is less than the annual contract cost, General Funds would be used to make up the difference.

Prepared by: Submitted by: Approved by:

Robert Queirolo Ellen Clark, Director of Community
Development

Gerry Beaudin, City
Manager

Attachments:

1. Subscription Services Agreement

2. Order Form

3. Statement of Work - SaaS Migration Services

ATTACHMENT 1

ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this “Agreement”) is entered into as of the date of the applicable Order, as defined below, that incorporates these terms (the “Effective Date”) by and between Accela, Inc. and the entity identified in such Order (“Customer”).

1. DEFINITIONS.

1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in performing the Subscriptions Services, including all computers, software (including but not limited to Accela Software), hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Accela or its third party suppliers.

1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services, including anonymized analysis of all data processed in the Subscription Services, that is used by Accela in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services.

1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified by a unique email address) for whom Customer has purchased a subscription to the Subscription Services and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

1.4 “Consulting Services” means packaged or time and materials consulting, review, training or other services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an Order. The current Consulting Services Policy is available at www.accela.com/terms/.

1.5 “Customer Data” means the content, materials, and data that Customer, Authorized Users, and External Users enter into the Subscription Services. Customer Data does not include any component of the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data.

1.6 “Documentation” means the then-current technical and functional user documentation in any form made generally available by Accela for the Subscription Services.

1.7 “External Users” means third party users of the Subscription Services that access the public-facing interfaces of the Subscription Services to submit queries and requests to facilitate communications between such third party and Customer.

1.8 “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction in the world.

1.9 “Order” means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement.

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1.10 “Service Availability Policy” means the Service Availability and Security Policy located at www.accela.com/terms/.

1.11 “Subscription Services” means the civic administration services, comprised of the Accela System, Software, and Support Services, to which Customer may license access to in accordance with the terms herein.

1.12 “Software” means any licensed software (including client software for Authorized Users’ devices) and Documentation that Accela uses or makes available as part of the Subscription Services.

1.13 “Support Services” means those technical and help services provided by Accela in accordance with the Software Support Services Policies (SaaS) located at www.accela.com/terms/.

1.14 “Subscription Period” means the duration of Customer’s authorized use of the Subscription Services as designated in the Order.

2. USAGE AND ACCESS RIGHTS.

2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to Customer a limited, non-exclusive, non-transferable right and license during the Subscription Period, to permit: (i) Authorized Users to access and use the internal and administrative interfaces of the Subscription Services in accordance with the Documentation to support Customer’s internal business purposes and (ii) its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. Each instance of the Subscription Service shall be provisioned with the amount of storage set forth in the Order and additional storage may be purchased at the then-current rates.

2.2 Suppo rt Services & Service Availability. During the Subscription Period, Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially reasonable efforts to attain the service levels specified in the applicable policies. The remedies set forth in the Support Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service levels. Customer grants Accela a royalty-free, worldwide, transferable, sub- licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users relating to the operation or features of the Subscription Services.

2.3 P
urchasing Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will comply with the Consulting Services Policy located at www.accela.com/terms/ or as otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to eight (8) hours.

2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights

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of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.

2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate Data, any related work product of the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such materials are delivered to Customer as part of the Subscription Services, Consulting Services or Support Services then Customer shall receive a limited license consistent with the terms of Section 2 to use such materials during the Subscription Period.

2.6 C ustomer’s Responsibilities. Customer will: (i) be responsible for meeting Accela’s applicable minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized Users’ compliance with this Agreement and for any other activity (whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the Subscription Services only in accordance with the applicable Documentation, laws and government regulations.

3. PAYMENT TERMS.

3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties,

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withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid separately by Customer without set -off to the fees due Accela.

3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or services through a reseller, subject to these terms, any separate payment arrangements and terms shall be exclusively through such reseller and Accela is not a party to such transactions. Accela’s sole obligations are set forth herein and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party.

4. CO NFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party; (iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information except as permitted herein, and will limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement. The receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's request and cost, to contest, limit, or protect the disclosure.

5. CUSTOMER DATA.

5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth explicitly in Section 5.

5.2 U sage. Customer shall be responsible for Customer Data as entered in to, applied or used in the Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) to verify Customer’s compliance with the restrictions set forth in Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer’s non-compliance; and (iii) as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer’s use of the Subscription Services (excluding any use of Customer’s Confidential Information) to improve Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage patterns by customers using the Subscription Services.

5.3 U
se of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived from the use of the Subscription Services for industry analysis, benchmarking, analytics,

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marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the Subscription Services.

6. WARRANTIES AND DISCLAIMERS.

6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription Services shall perform materially in accordance with the applicable Documentation. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the Subscription Services in question with those of substantially similar functionality; or (c), after making all commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services.

6.2 Co
nsulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants that Consulting Services shall be performed in a professional and workmanlike manner. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees paid for the non-compliant Consulting Services.

6.3. D isclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL

IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS

FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.4. C annabis -Related Activities. If Customer purchases any Subscription Services for use with any cannabis-related activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a cannabis related business or agent thereof. In addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its Customer for general software services, a state or local government agency, and does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant services, which may be coordinated and facilitated through the use of the Subscription Services. Accela makes no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding any third party provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such third parties.

7. IN DEMNIFICATION. Accela will defend (or at Accela’s option, settle) any third party claim, suit or action brought against Customer to the extent that it is based upon a claim that the Subscription Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are finally awarded against Customer, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela’s expense, in the defense and/or settlement of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such claim. In the event that Accela reasonably believes, in its sole discretion, that such claim may

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prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the Subscription Services such that it will be non-infringing (provided such modification does not materially reduce the functionality or performance of Customer’s installed instance); (b) replace the Subscription Services with a service that is non-infringing and provides substantially similar functionality and performance; or, if the first two options are not commercially practicable, (c) terminate the remainder of the Subscription Period and refund any, pre-paid, unused fees received by Accela. Accela will have no liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription Services with products, services, methods of a third party; (ii) a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the Subscription Services other than the current, fully patched version, provided such updated version would have avoided the infringement; or (v) Customer’s breach of this Agreement. THIS SECTION 7

STATES THE ENTIRE OBLIGATION OF ACCELA AND ITSLICENSORSWITH RESPECT TO ANY ALLEGED OR

ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT.

8. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best’s rating of no less than A- :VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the Contractor’s policies:

General Liability and Bodily Injury Insurance. A commercial general liability insurance for at least $2,000,000 combined limit for bodily injury and property damage and provide that the City, its officers, employees and agents are named additional insureds under the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney. The policy shall state in writing either on the Certificate of Insurance or attached rider thereof that this insurance will operate as primary insurance for work performed by Contractor and its subcontractors, and that no other insurance effected by City or other additional insured will be called on to cover a loss covered thereunder. These limit requirements may be satisfied through a combination of primary General Liability and Umbrella/Excess Liability policies.

Contractor shall file a certificate of insurance with the City prior to the City’s execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. In addition, the insured shall provide, within thirty (30) days of such action, written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement.

9. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER’S BREACH OF SECTION 2, NEITHER PARTY’S AGGREGATE

LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE

USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER

THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2 OR EITHER PARTY’S LIABILITY FOR DEATH OR

PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED

IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL,

EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF

GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF

SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT

OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON

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WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF

THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. SECURITY. Accela has implemented commercially viable and reasonable information security processes, policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi- governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, Accela will have no liability for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services

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in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks.

11. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party that is not directly produced by Accela as a component of the Subscription Services (“Third Party Services”) and this may include third party products resold by Accela. Accela assumes no responsibility for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service or the performance of the Subscription Services (including Accela’s service level commitment) when the Subscription Services are used in combination with or integrated with Third Party Services.

12. TERM AND TERMINATION.

12.1 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the Agreement.

12.2 Subs cription Periods & Renewals. Subscription Periods begin as specified in the applicable Order and, unless terminated earlier in accordance with this Agreement, continue for the term specified therein. Except as otherwise specified in the applicable Order, (a) all Subscription Services will automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless either party gives the other at least sixty (60) days’ notice of non-renewal before the end of the relevant Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela shall provide Customer notice prior to the renewal of the Subscription Period. In the event of any non- renewal or other termination, Customer’s right to use the Subscription Services will terminate at the end of the relevant Subscription Period.

12.3 Ter
mination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services, or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to do so by law or court order or; (iv) Customer’s payment obligations are more than ninety (90) days past due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of unused, pre-paid fees.

12.4 E
ffect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty (30) calendar days following the end of Customer’s final Subscription Period, upon Customer’s request Accela provided Customer Data and associated documents in a database dump file; provided that Customer pays (a) all costs of and associated with such copying, as calculated at Accela’s then-current time-and-materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights

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granted to Customer with respect to Subscription Services and intellectual property will immediately terminate; and (iii) Accela’s obligation to provide any further services to Customer under this Agreement will immediately terminate, except as mutually agreed between the parties. If the Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes, including the deletion of Customer Data from systems directly controlled by Accela. Accela’s current Data Storage Policy can be accessed www.accela.com/terms/.

12.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8 (Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of this Agreement.

13. GENERAL.

13.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three days after sending registered, return receipt requested, post or; (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Subscription Services.

13.2 G overning Law and Jurisdiction . This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

13.3 C
ompliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Further, in connection with the services performed under this Agreement and Customer’s use of the Subscription Services, the parties agree to comply with all applicable anti-corruption and anti-bribery laws, statutes and regulations.

13.4 A
ssignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld.

Any attempted assignment or transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.5 P
ublicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the existence of the business relationship between parties without disclosing the specific terms of the Agreement.

13.6 M iscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

Accela will not be liable for any delay or failure to perform under this Agreement to the extent such

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delay or failure results from circumstances or causes beyond the reasonable control of Accela. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. This Agreement, including any attachments hereto as mutually agreed upon by the parties, constitute the entire agreement between the parties concerning its subject matter and it supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary, no additional or conflicting terms or conditions stated in any of Customer’s purchase order documentation or otherwise will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

ACCELA, INC. CUSTOMER: City of Pleasanton

Signature: ______________________________ Signature: __________________________

Name: ______________________________ Name: ____________________________

Title: ______________________________ Title: ____________________________

Date: ______________________________ Date: ____________________________

ATTACHMENT 3

THE LEADING PROVIDER OF

GOVERNMENT ENTERPRISE MANAGEMENT SOLUTIONS
Statement of Work
Pleasanton, CA
SaaS Migration Services
5/21/2024
Version 1.0
Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon, CA 94583
Tel: 925-659-3200

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TABLE OF CONTENTS
TABLE OF CONTENTS......................................................................................................................................................................2 DOCUMENT CONTROL .....................................................................................................................................................................3 INTRODUCTION .................................................................................................................................................................................4 OVERVIEW............................................................................................................................................................................................4 SCOPE OF SERVICES.......................................................................................................................................................................4 WORK DESCRIPTION..............................................................................................................................................................................5 OUT OF SCOPE .................................................................................................................................................................................5 PROJECT ASSUMPTIONS ................................................................................................................................................................6 GENERAL PROJECT ASSUMPTIONS.........................................................................................................................................................6 INTEGRATION ASSUMPTIONS..................................................................................................................................................................6 PROJECT TIMELINE................................................................................................................................................................................6 PROJECT COMPLETION..........................................................................................................................................................................6 PROJECTS PUT ON HOLD......................................................................................................................................................................6 PAYMENT TERMS..............................................................................................................................................................................6 PAYMENT SCHEDULE.............................................................................................................................................................................6 EXPENSES............................................................................................................................................................................................7 CONTRACT SUM....................................................................................................................................................................................7 ADMINISTRATION..............................................................................................................................................................................7 CHANGE ODERS....................................................................................................................................................................................7 EXPIRATION..........................................................................................................................................................................................7 DISCLAIMERS........................................................................................................................................................................................7 SIGNATURES .....................................................................................................................................................................................9 APPENDIX A: CHANGE ORDER FORM .........................................................................................................................................10 SIGNATURE AND ACCEPTANCE.............................................................................................................................................................10

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DOCUMENT CONTROL
Date Author Version Change Reference
3/26/2024 J. White 1.0 SOW Creation

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INTRODUCTION

OVERVIEW
This Statement of Work (“SOW”) dated as of the last date of signature below sets forth the scope and definition of the project-based professional services (collectively, the “Professional Services”) to be provided by Accela, Inc., its affiliates and/or agents (“Accela”) for Pleasanton, CA (“Agency” or “Customer”).

This SOW is issued pursuant to and governed by the terms and conditions of the Accela Consulting Services Policy found at www.accela.com/terms.

In the event of a conflict between the SOW and the Agreement, the terms of the SOW shall prevail as to pricing, delivery dates, and description of the applicable Professional Services but will not prevail over, modify, or terminate any surviving provision of the Agreement. This SOW is effective as of the date that the SOW was last signed by the Customer and Accela (“SOW Effective Date”).

Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to the Customer under this SOW.

SCOPE OF SERVICES
Accela will provide services to the Agency for migrating the Accela on-premise Civic Platform instance to the Accela Cloud based on the materials provided by the Agency in the SaaS Migration Questionnaire. •Import/upgrade of MS SQL DBs (up to 3 environments: Development, Test, Production) •Assistance migrating 5 specific interfaces:
oGIS with APO Sync
oCredit Card Payment Adapter (Elavon Converge)
oTyler Munis
oDigiplan
oSelectron IVR
•Migration of up to 50 SSRS reports
•Upgrade EMSE Master Scripts
•Assist in integrating Azure SSO
•Up to 40 hour of issue resolution and testing assistance during UAT •Go live planning and cutover assistance
Products
The following Accela products are in scope for this Project:
•Accela Automation
•Accela Citizen Access
•Accela GIS
•Accela Mobile

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WORK DESCRIPTION
Accela will perform a migration of the customer’s on-premise Accela environments using MS SQL (up to 3 environments: Support, Test, Production) to the Accela SaaS platform.

Steps:

1. Customer provides an updated backup of the MS SQL databases for the environments to be migrated

2. Perform the database migration (Accela, Jetspeed, AGIS, and ADS databases as required) a. Copy database to Accela site
b. Execute preparation and remediation scripts; drop any custom objects c. Import data from the MS SQL DB into Accela SaaS SQL instance

3. Execute validation scripts to confirm the schema

4. Provision tenant instance in Accela SaaS

5. Update environment specific data in the databases

6. Load ADS documents

7. Start Accela services and validate the system is functional i.e. login, search, create records, etc.

8. Execute automated test tool to ensure proper system functionality

9. Customer performs migration validation

10. Remediate any data issues that found from the migration

11. Provide the customer with a backup of the revised SQL DB

12. Upgrade EMSE master scripts to the current version

13. Migrate and Test integrations
oRepoint service endpoints to new URLs
oAdjust firewall rules and network topologies as necessary oUpdate interface EMSE scripting dependences for Azure compatibility oUnit test and ensure base functionality

14. Migrate and update SSRS reports (maximum of 50)
oImport reports into the Accela SaaS environment
oUpdate reports to remove dependencies on custom objects (stored procedures, functions)
oFacilitate customer testing and remediate any issues found resulting from migration

15. Validate Ad Hoc reports
oRemove dependencies on custom views where possible
oConvert to SSRS as needed

16. Develop go live plan

17. Final go-live/roll back decision

18. Execute go live plan

19. Provide 2 weeks of post go live support from the project team

OUT OF SCOPE
Any Coding, conversion or additional services not specifically described in this document is the responsibility of Agency.

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PROJECT ASSUMPTIONS

GENERAL PROJECT ASSUMPTIONS
•Agency will provide the necessary data, files, and other specified inputs to perform the work described in this agreement. These items will be uploaded to secure Azure storage by the Agency.

Failure to provide these items in a timely fashion will result in a project delay. Such a delay will result in a Change Order.
•Agency will ensure that Accela resources have access to a Dev or Test version of the 3 rd party systems for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system.
•Agency will provide source code for relevant interfaces in scope. If source code is unavailable, then the project may be delayed or addition cost may result from the re-development of a new interface.

Integration Assumptions
•Hosting of interfaces remains the responsibility of the agency unless specifically included in the Accela SaaS license agreement.
•The agency will purchase the Enhanced Reporting Database (ERD) as part of their SaaS license. If the agency does not purchase ERD, then additional scope may be required to migrate interfaces.

PROJECT TIMELINE
The project is estimated to take 20 weeks. The projected start date for the Project is forty-five (45) calendar days after mutual acceptance and signature of this SOW.

PROJECT COMPLETION
Upon completion of the work defined above, this contract will be closed.

PROJECTS PUT ON HOLD
It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela implementation on hold. The Agency must send a formal written request sent to Accela to put the project on hold. Delays of 2 weeks or more that have a tangible impact to Accela’s resource plan are subject to change order.

If an Agency-based delay puts the project on hold for more than 90 days, Accela reserves the right to terminate the contract and negotiate new terms. If an Agency-based delay puts the project on hold past the termination period, Accela reserves the right to terminate the contract at the time of the delay. After that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require a new Statement of Work at new pricing.

PAYMENT TERMS

PAYMENT SCHEDULE
•50% due at contract signing $39,500.
•50% invoiced at completion $39,500.

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EXPENSES
There is no provision for travel expenses or travel time in this SOW because Agency does not need any onsite resources. Travel to the Agency will not be conducted unless a Change Order, inclusive of travel expense terms and conditions, is signed prior to travel commencing to cover the cost of the travel.

CONTRACT SUM
The total estimated amount payable under this SOW, as calculated from the above-mentioned fees, is $79,000. This estimated price is based on the information available at time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW.

ADMINISTRATION

CHANGE ODERS
In order to make a change to the scope of Professional Services in this SOW, and subject to the Disclaimers below, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela will submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Professional Services Change Order. Accela will continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order will be agreed to by the parties in writing prior to implementation of the Change Order. If Accela’s effort changes due to changes in timing, roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order will be created that details these changes, and impact to project and cost (if any). Any change order will be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard blended rate for Accela resources is $250 per hour. The Change Order Template is attached hereto as Appendix A.

EXPIRATION
The scope and terms of this SOW must be executed within 90 days of the SOW date. If the SOW is not executed, the current scope and terms can be renegotiated.

DISCLAIMERS
Accela makes no warranties in respect of the Services described in this SOW except as set out in the governing Subscription Services Agreement. Any configuration of or modification to the Product that can be consistently supported by Accela via APIs, does not require direct database changes and is capable of being tested and maintained by Accela will be considered a “Supported Modification”. Accela’s obligations and warranties in respect of its Services, Products, and maintenance and support, as set out the agreement between Accela and Agency, does not extend outside the Supported Modifications or to any Agency manipulation of implemented scripts, reports, interfaces and adaptors.

In the event Agency requires significant changes to this SOW (including cumulative revisions across any one or more Change Orders) which Accela reasonably determines (a) is a material modification of the nature or scope of Services as initially contemplated by the Parties under this SOW and/or (b) is significantly outside the Supported Modifications, Accela may, upon no less than thirty (30) days’ notice to Agency, suspend or terminate this SOW and/or any Change Order issued hereunder. In the event of any such termination or suspension, the parties will work together in finalizing agreed-upon Deliverables.

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SIGNATURES
This Statement of Work is agreed to by the parties and made effective upon the date of last signature. If undated by Agency, the effective date will be as of the Accela signature hereto.

ACCELA, INC. Pleasanton, CA
Authorized Signature Authorized Signature
Name - Type or Print Name - Type or Print
Title Title
Date Date

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Proprietary and Confidential
APPENDIX A: CHANGE ORDER FORM
Agency: CO #:

Project Code: Date:

Contract ID:

Initiating Department:

Initiated By:

A. PROJECT CHANGE DESCRIPTION/TASK SUMMARY:

1. [Description of Change #1 – Issue details/scope impact, add as many as needed] •Schedule impact:
•Resource impact:
•Cost impact:

2.Etc.

Total Project Schedule Impact: [Enter]
Total Project Resource Impact: [Enter]
Total Project Cost Impact: [Enter]
B. BILLING TERMS:

Please describe the method by which Accela may bill the customer. Typically for CO’s this is T&M.

C. EXPIRATION:

If this is a CO for a bucket of T&M hours there needs to be an expiration date

SIGNATURE AND ACCEPTANCE
The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Accela systems. The approval of this Change Order will act as a Work Authorization for Accela and/or Agency to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and supersedes all other documents and discussions regarding this subject matter.

Accepted By: Accepted By:

Accela, Inc.

By: By:

Print Name: Print Name:

Title: Title:

Date: Date:

MEMORANDUM
Date
:

To:

F
rom
:

Subject:

May 23, 2024
Mayor and City Council
Steve Hernandez, Housing Manager
Ellen Clark, Director of Community Development
Continued from May 21, 2024, Item 6 City Council Meeting: Adopt a resolution approving the Ridge View Commons Senior Rental Housing Complex Amended and Restated Loan Agreement, Ground Lease, and Regulatory Agreement, and authorize the City Manager to execute all documents, including subordination agreements, and take all steps necessary for the refinancing and renovation of Ridge View Comm ons This memorandum summarizes revisions to various of the documents included as attachments to the May 21, 2024 City Council Agenda Item, based on changes requested by some of the parties to the refinancing of the Ridge View Commons project. Staff was informed of the changes shortly before the City Council meeting, and continued the item so the revisions could be properly reflected in the documents as necessary.

The key revision is with respect to the term of the ground lease with the City, which the investor has requested reflect an 85-year, versus 75-year, term. The investor is requiring a minimum 85-year term in order to demonstrate the debt can be refinanced at the end of the loan term. 85 years provides 30 years beyond the 55-year maturity date of the City loan. According to the investor, this change avoids potential risks of the IRS rech
aracterizing the financing a grant, versus a loan, which would jeopardize the investor’s ability to use low-income housing tax credits.

The City’s legal counsel has advised the change in the term of the ground lease is a material c
hange that required pulling this item from the May 21 consent calendar. The revised draft gr
ound lease (Attachment 2), now reflects the extended 85-y ear term.

Staff is supportive of this change, since it will facilitate the financing of the renovation.

Staff notes that the timing for approval and execution of the various loan documents is critical. The project was able to secure from the California Debt Limit Allocation Committee (CDLAC) a 5-day hardship extension to the original issuance deadline of June 3, 2024. Consequently, the project now has a new issuance deadline of June 10, 1 of 2
Item #7

2 of 2
2024. All the relevant City-related financing documents must be executed and delivered to escrow on Friday, June 7, 2024 prior to the close of escrow on June 10, 2024.

Attachments:

1. Resolution updated to reflect June 4, 2024 date of City Council action

2. Modified Ground Lease

Memorandum
ATTACHMENT 1
RESOLUTION NO.

A RES

OLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON TO APPROVE THE RIDGE VIEW COMMONS SENIOR RENTAL HOUSING COMPLEX’S

GROUND LEASE , REGULATORY AGREEMENT, AMENDED AND RESTATED

PROMISSORY NOTE, AND RELATED DOCUMENTS, AND AUTHORIZE THE CITY

MANAGER TO EXECUTE ALL DOCUMENTS , INCLUDING SUBORDINATION AGREEMENTS, FOR EDEN HOUSING’S TAX CREDIT FINANCING FOR THE

RENOVATION OF RIDGE VIEW COMMONS
WHEREAS, Ridge View Commons at 5200 Case Avenue is a 200- unit senior rental housing complex. The City owns the underlying land and has a Ground Lease with Eden Housing, which owns the apartment buildings and manages the rental of very-low and low -income affordable units as well as market-rate units at the complex; and WHEREAS, when Ridge View Commons was originally developed in 1989, the City acquired the land, waived development fees, and provided loans in the amount of: $4,000,000 in 1988 from a Department of Housing and Urban Development (HUD) grant through the Housing Development Grant (HODAG) program; and $2,250 ,000 loan in 1999 increased by $225,000 in 2009 from the City’s Affordable Housing Funds. As Ridge View Commons provides many significantly affordable units, the complex has not been able to pay off these loans, and outstanding interest has continued to accrue; and
WHEREAS, Eden Housing has been selected by the State of California to receive an allocation of tax exempt bond financing and low -income housing tax credits to fund capital improvements for the renovation of Ridge View Commons, as well as upgrade to about 20 units to meet current accessibility requirements. Eden Housing has asked to convey the complex to a new limited partnership controlled by an affiliate of Eden, amend these existing City loans, have a new regulatory agreement to clarify affordability requirements, modify the ground lease to extend the term as required by the tax credit financing, and subordinate the deed of trust securing repayment of the City loans to the construction/permanent lender; and WHEREAS, the tax credit financing will ensure the renovation of Ridge View Commons so that it can continue to serve as a vital senior housing complex with affordable units that keeps existing residents safely in the Pleasanton community, thereby implementing the Livibility and Community Development strategies of the ONE Pleasanton strategic plan.

NOW, T HEREFORE, THE CI TY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

SECTION 1. Finds that the agreements facilitate the funding for the rehabilitation, maintenance and repair of the existing residential improvements at Ridge View Commons and those are a Class 1 Categorical Exemption under the California Environmental Quality Act (CEQA) per Regulation §15301 Existing Facilities.

SECTION 2. Approves: (A) Amended and Restated Documents (Promissory Note, Deed of Trust, Regulatory Agreement) attached as Exhibit A; (B) Amended and Res tated Ground Lease attached as Exhibit B; agrees to subordinate the City deed of trus t to the construction/ permanent lender, and authorizes the City Manager to execute any required Subordination Agreement(s) in a form approved by the City Attorney; and authorizes the City Manager and City Attorney to make minor modifications to the agreements; and authorizes the City Manager to ex ecute the

Resolution No.

agreements and any other documents related to the re-syndication and financing for rehabilitation of Ridge View Commons.

PASSED
, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on June 4, 2024.

I, Jo
celyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on the 4th day of June, 2024, by the following vote:

Aye
s:

Noes:

Absent:

Abstain:
_____________________________
Joc
elyn Kwong, City Clerk
APPRO
VED AS TO FORM:
_______________________________
D
aniel G. Sodergren, City Attorney

Resolution No.

EXHIBIT A
Amended and Restated Documents
(Promissory Note, Deed of Trust, Regulatory Agreement)

Resolution No.

EXHIBIT B
Amended and Restated Ground Lease

4859-3312-3005v4

GROUND L
EASE
by and bet
ween
CITY O

F PLEASANTON, AS LESSOR
and
RIDGE
VIEW COMMONS ASSOCIATES II, L.P., AS LESSEE
Ridg
e View Commons
Memorandum
ATTACHMENT 2

TABLE OF CONTENTS
PAGE
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A
RTICLE 1. DEFINITIONS .................................................................................................... 1 Section 1.1 Definitions.................................................................................................. 1 Section 1.2 Exhibits ...................................................................................................... 7 ARTICLE 2. LEASE OF THE LAND ...................................................................................... 7 Section 2.1 Lease of Land ............................................................................................. 7 Section 2.2 Term ........................................................................................................... 7 Section 2.3 Use ............................................................................................................. 7 Section 2.4 Possession .................................................................................................. 8 Section 2.5 Memorandum of Lease .............................................................................. 8 Section 2.6 AS-IS Conveyance………………………………………………………..8
Section 2.7 Lessee to Rely on Own Experts…………………………………………..9 ARTICLE 3. THE IMPROVEMENTS
Section 3.1 Construction ............................................................................................... 9 Section 3.2 Liens ......................................................................................................... 10 Section 3.3 Permits, Licenses and Easements ………………………………….

Section 3.4 Title to Improvements .............................................................................. 11 Section 3.5 Benefits of Improvements During Term .................................................. 11 ARTICLE 4. RENTS .............................................................................................................. 12 Section 4.1 Ground Rent ............................................................................................. 12 Section 4.2 Payments .................................................................................................. 12 ARTICLE 5 TAXES AND OTHER IMPOSITIONS; UTILITIES ...................................... 12 Section 5.1 Payment of Impositions ........................................................................... 12 Section 5.2 Possessory Interest Taxes ........................................................................ 13 Section 5.3 Contested Taxes and Other Impositions .................................................. 13 Section 5.4 Valuation Assessment/Property Tax Exemption ..................................... 13 Section 5.5 Failure to Pay Impositions ....................................................................... 13 Section 5.6 Utilities ..................................................................................................... 13 ARTICLE 6. INSURANCE .................................................................................................... 14 Section 6.1 Required Insurance Coverage .................................................................. 14 Section 6.2 Insurance Policies and Premiums ............................................................ 15 Section 6.3 Proceeds of Insurance .............................................................................. 16 ARTICLE 7. MAINTENANCE, ALTERATIONS, REPAIRS AND
REPLACEMENTS ............................................................................................ 17

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Section 7.1 Maintenance of Leased Premises; Landscaping ...................................... 17 Section 7.2 Landscaping Maintenance ....................................................................... 18 Section 7.4 Indemnification ........................................................................................ 18 ARTICLE 8. MORTGAGE LOANS ...................................................................................... 19 Section 8.1 Intentionally omitted ................................................................................ 19 Section 8.2 Liens and Encumbrances Against the Leasehold Estate .......................... 19 Section 8.3 Cost of Approved Loans to be Paid by Tenant ........................................ 23 Section 8.4 Proceeds of Approved Loans ................................................................... 23 Section 8.5 Notice and Right to Cure Defaults Under Approved Loans .................... 23 Section 8.6 Rights of Investor ..................................................................................... 23 Section 8.7 Right to Pay Taxes and Senior Mortgage ................................................ 23 ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS ....................... 23 Section 9.1 Representations, Warranties and Covenants of Lessee ............................ 25 Section 9.2 Relocation ................................................................................................ 25 Section 9.3 Hazardous Materials Indemnification ...................................................... 26 Section 9.4 Prevailing Wage Requirements................................................................ 26 Section 9.5 Compliance with Laws ............................................................................ 27 Section 9.6 Affordability and Use Restrictions .......................................................... 27 Section 9.7 Preference for City of Pleasanton Residents and Employees .................. 27 Section 9.8 Reporting Requirements; Access to Information; Inspections ................ 29 Section 9.9 Fair Housing
Section 9.10 Management Entity
ARTICLE 10 EMINENT DOMAIN ........................................................................................ 30 Section 10.1 Termination of Lease ............................................................................... 30 Section 10.2 Continuation of Lease and Presumption of Restoration .......................... 30 Section 10.3 Temporary Taking ................................................................................... 30 Section 10.4 Joinder ...................................................................................................... 32 ARTICLE 11. DAMAGE OR DESTRUCTION ...................................................................... 32 Section 11.1 Damage or Destruction to Leased Premises ............................................ 32 Section 11.2 Damage or Destruction Near End of Term .............................................. 33 Section 11.3 Distribution of Insurance Proceeds .......................................................... 33 Section 11.4 Insurance Coverage .................................................................................. 33

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ARTICLE 12. EVENTS OF DEFAULT .................................................................................. 33 Section 12.1 Events of Default ..................................................................................... 33 Section 12.2 Rights and Remedies................................................................................ 35 Section 12.3 Default by Lessor ..................................................................................... 36 Section 12.4 Notices ..................................................................................................... 37 ARTICLE 13. QUIET ENJOYMENT AND POSSESSION; INSPECTIONS ........................ 37 Section 13.1 Quiet Enjoyment ...................................................................................... 37 Section 13.2 Lessor’s Right of Inspection .................................................................... 37 ARTICLE 14. VACATION OF LEASED PREMISES ............................................................ 37 Section 14.1 Vacation Upon Termination .................................................................... 37 ARTICLE 15. NON-MERGER ................................................................................................ 37 Section 15.1 Non-Merger.............................................................................................. 37 ARTICLE 16. TRANSFERS .................................................................................................... 38 Section 16.1 Permitted Transfer by Lessee................................................................... 38 ARTICLE 17. MISCELLANEOUS PROVISIONS ................................................................. 39

Exhibit A: Legal Description of the Leased Premises
Exhibit B: Form of Memorandum of Lease
Exhibit C: Regulatory Agreement
Exhibit D: Note

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GROUND LEASE
(Ridge View Commons)

This Ground Lease (the “Lease”) dated as of June 1, 2024, is entered into by and between City of Pleasanton, a California municipal corporation (“Lessor”) and Ridge View Commons II Associates, L.P., a California limited partnership (“Lessee”).

RECITALS
A. Lessor is the owner of the real property located at 5200 Case Avenue in the City of Pleasanton, known as Alameda County Assessor’s Parcel No. 947-0008-010, and more particularly described in Exhibit A attached hereto (the “Land”).

B. Lessor and Eden Housing, Inc., a California nonprofit public benefit corporation (“Eden”), entered into that certain Ground Lease of the Land dated as of June 1, 1988 (the “Original Ground Lease”), a short form of which was recorded in the Official Records of Alameda County (“Official Records”) on June 9, 1988 as Instrument No. 88-138518. The Original Ground Lease was amended by that certain Amendment to Ground Lease and Short Form Ground Lease dated June 27, 1988, executed by City and Eden, and recorded in the Official Records on June 30, 1988 as Instrument No. 88-157652. Pursuant to an Assignment of Lease dated October 31, 1989, executed by and among City, Eden, and Ridge View Commons Associates, a California limited partnership (“Ridge View”), and recorded in the Official Records on November 14, 1989 as Instrument No. 89-308001, Eden assigned its rights under the Original Ground Lease (as amended) to Ridge View. The Original Ground Lease as amended and assigned is referred to herein as the “Prior Ground Lease”. During the term of the Prior Ground Lease, Ridge View was the owner of the 200-unit multi-family residential project and related improvements located on the Land (the “Project”).

C. Substantially concurrently with the execution and delivery of this Lease, Ridge View will sell the Project to Lessee.

D. This Lease supersedes and replaces the Prior Ground Lease in its entirety.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:

ARTICLE 1.

DEFINITIONS
Section 1.1 Definitions. For the purposes of this Lease, the following terms shall have the meanings set forth in this Article 1:
“Additional Rent” means all sums payable by Lessee to Lessor pursuant to this Lease other than Rent, including without limitation, sums payable to reimburse Lessor for the following, together with applicable interest and penalties thereon: (i) amounts paid by Lessor to discharge liens and claims pursuant to Section 3.2, (ii) Impositions paid by Lessor pursuant to

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Section 5.5, (iii) amounts paid by Lessor pursuant to Section 7.2, and (iv) amounts paid by Lessor to cure Lessee defaults under loans secured by the Leased Premises and the Improvements.
“Affordable Rent” is defined in the Regulatory Agreement. “Applicable Laws” is defined in Section 9.6.
“Approved Loans” means the Senior Loan, the Seller Loan, and the City Loan, and other loans obtained from time to time by Lessee for the rehabilitation, construction and permanent financing of the Improvements, as approved by Lessor, which approval will not be unreasonably withheld.
“Casualty” is defined in Article 11 hereof.
“City” means the City of Pleasanton, California.
“City Documents” means collectively, this Lease, the Regulatory Agreement, the Note and the Deed of Trust.
“City Loan” means the financing provided by Lessor to Lessee’s predecessor in interest in connection with the development of the Project. Lessor has assumed the obligation to repay the City Loan, as evidenced by the Note and secured by the Deed of Trust. “City Manager” means the City Manager of the City of Pleasanton. “Claims” means collectively: claims, demands, actions, causes of action, suits, judicial or administrative proceedings, damages, losses, liabilities, costs, expenses (including without limitation reasonable attorneys’ fees), damages, penalties, deficiencies, fines, orders, charges, judgments, remedial action requirements, and enforcement actions of any kind. “Construction Plans” means all construction documents upon which Lessee and Lessee’s contractors shall rely in rehabilitating the Project (including landscaping, parking, common and public areas) and shall include, without limitation, final architectural drawings, the site development plan, landscaping, exterior lighting and signage plans and specifications, materials specifications, final elevations, and building plans and specifications. “County” means the County of Alameda, California.
“Commencement Date” means the date that the Memorandum is recorded in the Official Records.
“CTCAC Regulatory Agreement” means the agreement to be executed by Lessee and CTCAC that sets forth certain affordability restrictions and other terms and conditions pertaining to operation of the Project, and that will be recorded against Lessee’s Estate following completion of rehabilitation of the Improvements and the conversion of the Senior Loan to a permanent loan.

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“CTCAC” means the California Tax Credit Allocation Committee. “CTCAC Rider” means the CTCAC Lease Rider that will be recorded against the Land and the Leased Premises in form approved by Lessor, Lessee, and CTCAC following completion of rehabilitation of the Improvements and the conversion of the Senior Loan to a permanent loan. “Deed of Trust” means that certain Amended and Restated Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof, executed by Lessee as Trustor for the benefit of Lessor as Beneficiary and securing Lessee’s obligation to repay the City Loan.
“Eden” is defined in Recital B.
“Eligible Household” is defined in the Regulatory Agreement. “Environmental Laws” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of Hazardous Materials, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, together with any regulations promulgated thereunder.
“Event of Default” is defined in Article 12 of this Lease. “Governmental Authorities” means all federal, State and local governmental or quasi- governmental entities, subdivisions, agencies, authorities or instrumentalities having jurisdiction over the Leased Premises, the Improvements, Lessor or Lessee. “Hazardous Materials” means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Leased Premises, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 5101, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. (“RCRA”). The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental

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Protection Agency as hazardous substances (40 CFR Part 302) and in any and all amendments thereto; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), asbestos and asbestos-containing materials, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Leased Premises, to adjacent properties, or to persons on or about the Leased Premises, (ii) which causes the Leased Premises to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Leased Premises requires investigation, reporting or remediation under any such laws or regulations. “HUD” means the U.S. Department of Housing and Urban Development. “Impositions” means all taxes, assessments, water and sewer charges, charges for public utilities, excises, levies, license and permit fees and other charges that shall or may be assessed, levied or imposed during the Term by any Governmental Authorities upon the Leased Premises or any part thereof, including the buildings or improvements now or hereafter located thereon, including without limitation, possessory interest taxes. “Impositions” shall not include any income tax, capital levy, estate, succession, inheritance, or similar taxes of Lessor. Except for a tax, assessment, or charge resulting from Lessee’s use of the Leased Premises pursuant to this Lease, “Impositions” shall not include any franchise tax imposed upon any owner of the fee of the Leased Premises, or any income, profits or revenue tax, assessment or charge imposed upon the rent or other benefit received by Lessor under this Lease by any Governmental Authorities. “Improvements” or “Project” means the affordable senior housing development comprised of 200 multi-family residential dwelling units located on the Land, all of which, other than two (2) manager’s units, will be restricted for occupancy by Eligible Households at Affordable Rents in accordance with the Regulatory Agreement, and related improvements, including without limitation, the following: community space, parking, and related ancillary facilities, together with any and all replacements or substitutions therefor or modifications thereto, in accordance with all City approvals and use conditions applicable to the Leased Premises. The Improvements will be rehabilitated in accordance with construction plans approved by the City.
“Indemnitees” means collectively, Lessor and its elected and appointed officers, officials, employees, agents, contractors, consultants and representatives. “Insurance Requirements” means the requirements, whether now or hereafter in force, of any insurer or insurance carrier, any board of fire underwriters or any other company, bureau, organization or entity performing the same or similar functions, applicable to the Leased Premises and/or the Improvements, or any portion thereof, to the extent so applicable.

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“Investor” means the low income housing tax credit investor that will provide equity to the Project and all permitted successors and assigns. Wincopin Circle LLLP, a Maryland limited liability limited partnership is the initial Investor.
“Land” is defined in Recital A.
“Lease Year” means a calendar year during the term of this Lease. “Leased Premises” means the Land, together with all easements, licenses, privileges and appurtenances attaching or in any way belonging thereto. “Leasehold Mortgage” means any mortgage, deed of trust, security agreement or collateral assignment pursuant to an Approved Loan encumbering Lessee’s Estate as a leasehold mortgage lien.
“Legal Requirements” means all laws, statutes, codes, ordinances, orders, rules, regulations and requirements of all Governmental Authorities and the appropriate agencies, officers, departments, boards and commissions thereof, whether now or hereafter in force applicable to Lessor, Lessee, the Leased Premises, the Improvements, or any portion thereof, to the extent so applicable.
“Lender” means the holder, mortgagee, grantee or secured party under any Leasehold Mortgage, including, without limitation, the Senior Lender. “Lessee’s Estate” or “Leasehold Estate” means during the Term of this Lease, Lessee’s leasehold interest in the Land and Lessee’s fee ownership interest in the Improvements. “Lessor’s Estate” means Lessor’s fee estate in the Land and reversionary interest in the Improvements pursuant to this Lease.
“Management Agent” means the person or entity designated from time to time as “Management Agent” of all or any portion of the Improvements under any property management agreement entered into from time to time with Lessee.
“Memorandum” means the Memorandum of Ground Lease to be executed by the Parties substantially in the form attached hereto as Exhibit B and recorded in the Official Records as of the Commencement Date.
“Note” means that certain Amended and Restated Secured Promissory Note dated as of the date hereof, executed by Lessee for the benefit of Lessor and evidencing Lessee’s obligation to repay the City Loan. The form of Note is attached hereto as Exhibit D. “Net Condemnation Award” means the net amounts owed or paid to the Parties or to which either of the Parties may be or become entitled by reason of any Taking or pursuant to any agreement with any condemning authority which has been made in settlement of any proceeding relating to a Taking, less any costs and expenses incurred by the Parties in collecting such award or payment

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“Official Records” means the Official Records of Alameda County. “Party” means Lessor or Lessee, as applicable. Lessor and Lessee shall be referred to collectively as the “Parties.”
“Permitted Encumbrances” means permitted title encumbrances as defined in Section

9.1(a).
“Project” means the Improvements as defined above.
“Regulatory Agreement” means that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by Lessor and Lessee and recorded concurrently with execution of this Lease. The Regulatory Agreement is attached hereto as Exhibit C, and is incorporated into this Lease. “Rent” is defined in Section 4.1 hereof.
“Seller Loan” means that certain Seller carryback loan to be provided by Ridge View to Lessee in the amount of approximately [Five Million Two Hundred Sixteen Thousand Five Hundred Thirty-Five Dollars ($5,216,535)].
“Seller Deed of Trust” means that certain Short Form Leasehold Deed of Trust and Assignment of Rents dated as of June 1, 2024, executed by Lessee for the benefit of Ridge View and to be recorded in the Official Records on the Commencement Date. “Senior Loan” means that certain construction loan in the original principal amount of approximately [Thirty-Nine Million, Six Hundred Sixty-Eight Thousand, Six Hundred Dollars ($39,668,600)] to be provided to Lessee by Senior Lender. “Senior Loan Documents” means all documents executed by Lessee evidencing or securing the Senior Loan.
“Senior Lender” means Silicon Valley Bank, a division of First-Citizens Bank & Trust Company.
“Senior Deed of Trust” means that certain Construction and Permanent Leasehold Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing, securing Lessee’s obligation to repay the Senior Loan, dated as of June 1, 2024, executed by Lessee for the benefit of California Housing Finance Agency, a public instrumentality and political subdivision of the State of California (“CalHFA”), to be recorded in the Official Records on the Commencement Date, and for which CalHFA’s beneficial interest has been assigned to Senior Lender.
“Surplus Cash” is defined in the Note.
“Taking” means a taking during the Term hereof of all or any part of the Leased Premises and/or the Improvements, or any interest therein or right accruing thereto, as a result of the exercise of the right of condemnation or eminent domain materially affecting the Leased

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Premises or any part thereof. A conveyance in lieu of or in anticipation of the exercise of any such right of condemnation or eminent domain shall be considered a Taking. Any such Taking shall be deemed to have occurred upon the earlier to occur of (a) the date on which the property, right or interest so taken must be surrendered to the condemning authority, or (b) the date title vested in a condemning authority or other party pursuant to any Taking. “Tenant” means any tenant that has the right to reside in a residential unit in the Project pursuant to a Tenant Lease.
“Tenant Lease” means any lease or rental agreement entered into by Lessee with a Tenant.
“Term” is defined in Section 2.2 hereof.
“Transfer” is defined in the Regulatory Agreement.

Section 1.2 Exhibits. The following exhibits are attached hereto and are incorporated into this Lease:

Exhibit A: Legal Description of the Land
Exhibit B: Form of Memorandum of Lease
Exhibit C: Regulatory Agreement
Exhibit D: Note

ARTICLE 2.

LEASE OF THE LAND
Section 2.1 Lease of Land. Subject to the terms hereof and in consideration of the covenants of payment and performance stipulated herein, Lessor leases the Land to Lessee, and in consideration thereof, Lessee takes, hires and leases the Land from the Lessor, pursuant to the terms of this Lease.

Section 2.2 T
erm. Unless sooner terminated pursuant to the provisions hereof, this Lease shall continue in full force and effect for a term (“Term”), commencing on the Commencement Date and expiring at midnight the day immediately preceding the eighty-fifth (85th) anniversary thereof.

Section 2.3 Us e. Subject to the provisions hereof, Lessee shall use the Leased Premises for the rehabilitation and operation of the Project, which includes the redevelopment, construction, and operation of the Improvements on the Land in accordance with the restrictions and requirements set forth in Article 3 hereof.

Further, Lessee agrees:
(a) not to use the Leased Premises for any disorderly or unlawful purpose;

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(b) to use reasonable efforts to prevent any Tenant from committing or maintaining any nuisance or unlawful conduct on or about the Leased Premises; (c) to use reasonable efforts to prevent any action by any Tenant that would cause Lessee to violate any of the covenants and conditions of this Lease with respect to the Improvements;
(d) to take reasonable action, if necessary, to abate any action by any Tenant that violates, or that would cause Lessee to violate this Lease; and (e) subject to the laws of the State of California and the rights of Tenants, to permit Lessor and its agents to inspect the Leased Premises or any part thereof at any reasonable time during the Term.

Section 2.4 Possession; Permitted Encumbrances. Lessor shall provide possession of the Leased Premises to Lessee on the Commencement Date. Lessor hereby approves the encumbrances associated with the Senior Loan (including without limitation, the Senior Deed of Trust), the City Loan, and the Seller Loan, provided that: (i) the Regulatory Agreement shall remain senior in lien priority to the Senior Deed of Trust and the Seller Deed of Trust, and (ii) the City Deed of Trust shall remain senior in lien priority to the Seller Deed of Trust. Lessor agrees to permit recordation of the CTCAC Rider against the Land and Lessee’s Estate, and agrees to permit recordation of the CTCAC Regulatory Agreement against Lessee’s Estate, each in form approved by Lessor, Lessee, and CTCAC.

Section 2.5 M
emorandum of Lease. The Parties shall execute and acknowledge a memorandum of ground lease, substantially in the form attached hereto as Exhibit B, which shall be recorded at Lessee’s expense
Section 2.6 AS-IS Conveyance. Lessee specifically acknowledges that Lessor is leasing the Leased Premises to Lessee on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that except as may be expressly stated in this Lease, Lessee is not relying on any representations or warranties of any kind whatsoever, express or implied, from Lessor as to any matters concerning the Leased Premises, including without limitation: (i) the quality, nature, adequacy and physical condition of the Leased Premises, including, but not limited to, appurtenances, access, landscaping, parking facilities, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Leased Premises, (iv) the development potential of the Leased Premises, and the Leased Premises’ use, merchantability, or fitness, suitability, value or adequacy of the Leased Premises for any particular purpose, (v) the zoning or other legal status of the Leased Premises or any other public or private restrictions on use of the Leased Premises, (vi) the compliance of the Leased Premises or its operation with any Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous Material, substances or wastes on, under or about the

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Leased Premises or the adjoining or neighboring property; (viii) the quality of any labor and materials used in any improvements on the Leased Premises, or (ix) the condition of title to the Leased Premises.

Section 2.7 Lessee to Rely on Own Experts. Lessee understands that notwithstanding the delivery by Lessor to Lessee of any materials, including, without limitation, third party reports, Lessee will rely entirely on Lessee’s own experts and consultants and its own independent investigation in proceeding with the leasing of the Leased Premises.

ARTICLE 3.

THE IMPROVEMENTS
Section 3.1 Construction. Lessee shall cause the Improvements to be rehabilitated in compliance with the Construction Plans approved by City and the terms and conditions of Project land use permits and approvals and building permits. Any and all Improvements constructed or rehabilitated by or on behalf of Lessee shall be constructed and rehabilitated in a good and workmanlike manner, in compliance with all applicable Legal Requirements. Lessee shall bear the entire and sole cost of planning, designing, engineering, financing, constructing, rehabilitating, supervising, and inspecting the Improvements, including all fees and mitigation measures. Lessor acknowledges that as of the Commencement Date, the City has approved the Construction Plans.

Section 3.2 L
iens. Lessee shall not have any right, authority or power to bind Lessor, Lessor’s Estate, or any interest of Lessor in the Land or the Leased Premises, for any claim for labor or material, or for any other charge or expense, lien or security interest incurred in connection with Lessee’s use of the Land, or the development, rehabilitation, construction or operation of the Improvements, or any change, alteration or addition thereto. Lessee shall have the right to encumber Lessee’s Estate with security instruments required in connection with the Approved Loans, and with utility easements and other customary easements necessary and incidental to the development, rehabilitation, construction and operation of the Improvements, provided that such easements are subject to the approval of Lessor, which shall not be unreasonably withheld, conditioned or delayed.

The Lessee shall not create or permit or suffer to be created or to remain upon the Lessor’s Estate or any interest of Lessor in the Land or the Leased Premises, or upon the Leased Premises, or any part thereof, and will discharge, any lien, including, but not limited to, the liens of mechanics, laborers, materialmen, suppliers or vendors for work or materials alleged to be done or furnished in connection with the Leased Premises or the Project, or any part thereof. If any claim of lien is filed against the Lessor’s Estate or any interest of Lessor in the Land or the Leased Premises, or a stop notice is served on any other lender or other third party in connection with the Leased Premises or the Improvements, or upon the Leased Premises, or any part thereof, then the Lessee shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the

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Lessor a surety bond in sufficient form and amount, or provide the Lessor with other assurance satisfactory to the Lessor that the claim of lien or stop notice will be paid or discharged. If the Lessee fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Lease, then in addition to any other right or remedy, the Lessor may (but shall be under no obligation to) following not less than 10 days’ written notice to Lessee, discharge such lien, encumbrance, charge, or claim at the Lessee’s expense. Any expense incurred by Lessor pursuant to this Section shall be immediately due and payable by Lessee to Lessor as Additional Rent under this Lease. The Lessee shall have the right to contest in good faith and by appropriate legal proceedings the validity or amount of any mechanics’, laborers’, materialmen’s, suppliers’ or vendors’ lien or claimed lien; provided that the Lessee shall utilize all reasonable means (including the posting of adequate security for payment) to protect the Leasehold Estate, the Lessor’s Estate and any other interest of Lessor in the Land or the Leased Premises against foreclosure. In addition to any other indemnities provided in this Lease, Lessee shall indemnify, protect, defend (with counsel of Lessor’s choosing), and hold harmless the Indemnitees from any and all alleged or actual Claims arising by reason of a mechanic’s lien or work, labor, services, or materials supplied or claimed to have been supplied to Lessee or anyone holding the Leased Premises or the Improvements, or any part thereof, through or under Lessee.

Nothing in this Lease shall be construed as constituting the consent of the Lessor, expressed or implied, to the performance of any labor or the furnishing of any materials or any specific improvements, alterations of or repairs to the Leased Premises or the Project, or any part thereof, by any contractor, subcontractor, laborer or materialman, nor as giving the Lessee or any other person any right, power or authority to act as agent of or to contract for, or permit the rendering of, any services or the furnishing of any materials in such manner as would give rise to the filing of mechanics’ liens or other claims against the Lessor’s Estate or any other interest of Lessor in the Land or the Leased Premises. The Lessor shall have the right at all reasonable times to post and keep posted on the Leased Premises any notices which the Lessor may deem necessary for the protection of the Lessor and of Lessor’s Estate or any other interest of Lessor in the Land or the Leased Premises from mechanics’ liens or other claims. In addition, but subject to the paragraph above, the Lessee shall make, or cause to be made, prompt payment of all monies due and legally owing to all persons doing any work or furnishing any materials or supplies to the Lessee, or any of its respective contractors or subcontractors in connection with the Leased Premises and the Project. The provisions of this Section shall survive the expiration or termination of this Lease.

Section 3.3 Permits, Licenses and Easements. Lessor agrees to use reasonable efforts to assist Lessee in obtaining any and all permits, licenses, easements and other authorizations required by any Governmental Authority with respect to any construction or other work to be performed on the Leased Premises and to grant, or to assist Lessee in obtaining, as applicable, all permits, licenses, easements and other governmental authorizations that are necessary or helpful for electric, telephone, gas, cable television, water, sewer, drainage, access and such other public or private utilities or facilities as may be reasonably necessary or desirable in connection with the operation of the Improvements. Payment of all fees, costs and expenses associated with any of the foregoing shall be the responsibility of Lessee, and Lessor shall have no responsibility to pay any such fees, costs or expenses.

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Section 3.4 Title to Improvements.
(a) During the Term. Notwithstanding any provision in this Lease to the contrary, the Improvements and all alterations, additions, equipment, and fixtures built, made or installed by Lessee in, on, under or to the Leased Premises or Improvements shall be the sole property of Lessee until the expiration of the Term or other termination of this Lease; provided, however, that Lessee shall have no right to destroy, demolish or remove the Improvements except as specifically provided for in this Lease, the approved Construction Plans, or as approved in writing by Lessor.
(b) A
fter the Term . Upon the expiration of the Term or other termination of the Lease, the Improvements and all alterations, additions, equipment and fixtures shall be deemed to be and shall automatically become the property of Lessor, without cost or charge to Lessor.

Lessor agrees that Lessee, at any time prior to the expiration or other termination of this Lease, may remove from the Leased Premises any and all equipment which Lessee has furnished for maintenance purposes or for the use of the Management Agent, provided that Lessee shall repair any physical damage to the Leased Premises caused by the removal of such equipment and property. Lessee agrees to execute, at the request of Lessor at the end of the Term, a confirmatory quitclaim deed of the Improvements to Lessor to be recorded at Lessor’s option and expense and any other documents that may be reasonably required by Lessor or Lessor’s title company to provide Lessor title to the Leased Premises and the Improvements free and clear of all monetary liens and monetary encumbrances not caused or agreed to by Lessor. Without limiting the foregoing, upon the expiration or sooner termination of this Lease, Lessee shall deliver the Leased Premises and the Improvements to Lessor free of all monetary liens and encumbrances unless otherwise consented to in writing by Lessor. Any equipment or other personal property not removed from the Leased Premises by the expiration of the Term shall become the property of Lessor, and Lessor shall have the right to dispose of such equipment and property in the manner of Lessor’s choosing.

Section 3.5 B
enefits of Improvements During Term. Lessor acknowledges and agrees that any and all depreciation, amortization and tax credits for federal or State tax purposes relating to the Improvements located on the Leased Premises and any and all additions thereto, substitutions therefor, fixtures therein and other property relating thereto shall be deducted or credited exclusively by Lessee during the Term.

ARTICLE 4.

RENTS
Section 4.1 Ground Rent. Subject to the provisions of this Section, during the period commencing on the Commencement Date and ending on the fifty-fifth (55th) anniversary of the Commencement Date, Lessee shall pay rent to Lessor in the aggregate amount of Five Million Dollars ($5,000,000) (“Aggregate Rent”).

Subject to the provisions of this Section, by not later than June 30 of each Lease Year commencing upon the date that the Senior Loan converts to a permanent loan (“Conversion Date”) , Lessee shall pay ground rent to Lessor (“ Rent”) in an amount equal to thirty-three and 33/100 percent (33.33%) of all Surplus

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Cash (as defined in and calculated pursuant to the Note) generated by the Project during the previous calendar year; provided however, the first such payment shall include thirty-three and 33/100 percent (33.33%) of Surplus Cash accrued prior to the Conversion Date. Commencing upon the earlier of (a) the commencement of the sixteenth (16
th) year following the Conversion Date, and (b) the date that any deferred developer fee has been fully paid, Lessee’s annual Rent payment obligation shall increase to equal fifty percent (50%) of Surplus Cash generated by the Project during the previous calendar year. At such time that Aggregate Rent has been paid in full: (i) Lessor shall apply Lessee’s payments of Surplus Cash toward the balance payable under the Note, and (ii) Lessee will not be obligated to pay additional sums as annual Rent. Any unpaid balance of Aggregate Rent shall be due and payable by not later than June 30, 2081.

Section 4.2 Payments. All Rent, Additional Rent, and other sums, if any, due Lessor hereunder shall be paid by Lessee to Lessor at the address of Lessor set forth hereinafter for notices, or to such other person and/or at such other address as Lessor may direct by written notice to Lessee, without notice or demand, and without abatement, deduction or set off.

ARTICLE 5.

TAXES AND OTHER IMPOSITIONS; UTILITIES
Section 5.1 Payment of Impositions. As and when the same shall become due, Lessee will pay all of the Impositions, except that if any Imposition that Lessee is obligated to pay in whole or in part is permitted by law to be paid in installments, Lessee may pay or cause to be paid such Imposition (or its proportionate part thereof) in installments as and when such installments become due. Upon the written request of Lessor, Lessee shall provide to Lessor evidence satisfactory to Lessor of payment of all Impositions. During the first and last years of the Term, all Impositions shall become payable during each calendar, fiscal, tax or Lease Year, as applicable, shall be ratably adjusted on a per diem basis between Lessor and Lessee in accordance with the respective portions of such calendar, fiscal, tax, assessment or Lease Year during the Term. If any special assessments are payable in installments, Lessee shall pay only those installments that are due and payable during the Term.

Section 5.2 P
ossessory Interest Taxes. Notwithstanding any contrary provision of this Lease, Lessee shall be responsible for payment of any possessory interest taxes payable in connection with this Lease and the Leasehold Estate.

Section 5.3 C
ontested Taxes and Other Impositions.
(a) Lessee, in its own name or in the name of Lessor if prior written consent of Lessor is obtained by Lessee, may contest the validity or amount of any Imposition relating to all or any portion of the Leased Premises, in which event the payment thereof, if authorized by applicable law, may be deferred during the pendency of such contest, if diligently prosecuted.

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If applicable law is silent on or expressly disallows deferring payment pending the contest of validity, Lessee shall timely pay any Imposition that is subject to dispute under protest, reserving any and all rights for repayment from the applicable taxing entity if resolution of such contest results in a decision or judgment in Lessee’s favor. (b) As may be necessary or desirable, Lessor or Lessee, as applicable, upon the request of the other Party, shall use reasonable efforts to assist in any such proceeding to contest the validity or amount of any Imposition.

Section 5.4 Valuation Assessment/Property Tax Exemption. If applicable, Lessee may attempt to obtain a lowering of the assessed valuation of the Leased Premises for any year or obtain a property tax exemption for the purpose of reducing taxes thereon. In such event, upon Lessee’s request, Lessor shall use reasonable efforts to assist Lessee in such endeavor; provided, however, that Lessor shall incur no liability or otherwise be construed as being in default under this Lease for any assistance (or limitation of assistance) provided to Lessee pursuant to this Section.

Section 5.5 F
ailure to Pay Impositions. If Lessee fails to pay any Impositions before the same become delinquent, except if Lessee is in good faith contesting such Impositions pursuant to Section 5.3 hereof, Lessor, at its election, may pay such Impositions (but shall not be obligated to pay same), together with any interest and penalties due thereon, and the amount so paid by Lessor shall be repayable to Lessor by Lessee, with an additional interest payment payable to Lessor in an amount of 10% of the total payment (including interest and payments) paid by Lessor for the Imposition, or the maximum amount of interest allowable pursuant to law, whichever is less, within thirty (30) days as Additional Rent hereunder.

Section 5.6 U
tilities. Lessee shall pay all charges for all utilities used, rendered or supplied upon or in connection with the Improvements and the operation, rehabilitation or construction thereof including, but not limited to, all charges for gas, electricity, light, heat or power, all telephone and other communications services, all water rents and sewer service charges, and all sanitation fees or charges (all of the foregoing, collectively “Utility Charges”) levied or charged against the Leased Premises during the Term; provided, however, that Lessee shall have no responsibility hereunder for the payment of Utility Charges for utilities supplied by the respective providers directly to Tenants for such Tenants’ use in connection with the occupancy of their respective residential units unless otherwise provide in the applicable Tenant Lease. Notwithstanding any contrary provision of this Lease, Lessor shall have no responsibility for payment of any Utility Charges.

ARTICLE 6.

INSURANCE
Section 6.1 Required Insurance Coverage. Throughout the term of this Lease, Lessee shall maintain the following policies of insurance and shall comply with the requirements

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set forth in this Article 6 and the requirements set forth in Exhibit B of the Regulatory Agreement.
(a) Property Insurance. Lessee shall keep the Leased Premises insured against loss or damage by a standard all risk policy, excluding earthquake risks, in amounts such that the proceeds of such insurance shall not be less than the full replacement value of the Improvements. (b) L
iability and Property Damage Insurance . During the Lease Term, Lessee shall keep in full force and effect a policy or policies of comprehensive general liability and property damage insurance against liability for bodily injury to or death of any person or property damage arising out of an occurrence on or about the Leased Premises. The limits of such insurance shall be not less than Two Million Dollars ($2,000,000) combined single limit each occurrence, Four Million Dollars ($4,000,000) annual aggregate, together with Ten Million Dollars ($10,000,000) excess liability coverage, or such other policy limits as Lessor may require in its reasonable discretion, including coverage for bodily injury, property damage, hired and non-owned automobile liability, products, completed operations and contractual liability coverage. (c) W
orkers’ Compensation Insurance . Lessee shall require all contractors performing work on the Leased Premises to carry workers’ compensation insurance covering all persons employed in connection with the Leased Premises or the Improvements and with respect to whom death, bodily injury, or sickness insurance claims could be asserted against Lessor and/or Lessee. Lessee shall furnish or cause to be furnished to Lessor evidence satisfactory to Lessor that Lessee (if Lessee has any employees), and any contractor that has contracted for the performance of work on the Leased Premises, or otherwise pursuant to this Lease carries statutory Workers’ Compensation insurance and Employer’s Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per accident. (d) B
uilders’ Risk Insurance. Upon commencement of construction and continuing until issuance of a certificate of occupancy, or equivalent for the Improvements, Lessee and all contractors working on behalf of Lessee shall maintain a policy of builder’s all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis with a lender’s loss payable endorsement for the benefit of Lessor. During the course of any alteration, construction or reconstruction, the cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000), Lessee shall require any contractor to provide builders’ risk insurance for the full insurable cost of the work and liability insurance in an amount not less than One Million Dollars ($1,000,000) combined single limit for bodily injury or property damage insuring the interests of Lessor, Lessee and any contractors and subcontractors.

Section 6.2
Insurance Policies and Premiums.
(a) All liability policies required by this Lease shall be written on an occurrence basis, and shall name the Indemnitees as additional insureds. Duplicate copies of such policies or certificates of such insurance shall be promptly furnished to Lessor. (b) All policies of insurance shall include an endorsement that provides that notice of any change or cancellation of said policy must be made in writing and sent to Lessee

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and Lessor at their respective principal offices at least thirty (30) days before the effective date of change or cancellation.
(c) The rights of Lessor to receipt of any insurance proceeds will be subject and subordinate to the rights of Senior Lender pursuant to and in accordance with the Senior Loan Documents.
(d) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII.
(e) If any insurance policy or coverage required hereunder is canceled or reduced, Lessee shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Lessor a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Lessor may, with notice and at its option, procure such insurance coverage at Lessee’s expense, and Lessee shall promptly reimburse Lessor for such expense upon receipt of billing from Lessor.
(f) Coverage provided by Lessee shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by Lessor, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the Lessor. Lessee shall furnish the required certificates and endorsements to Lessor prior to the commencement of rehabilitation or construction work on the Project, and shall provide Lessor with certified copies of the required insurance policies upon request of Lessor. (g) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to, and shall be subject to Lessor approval. At the option of and upon request by the Lessor, if Lessor determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects the Indemnitees or Lessee shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses. (h) A
djustments . The limits of the liability coverage and, if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Commencement Date nor more than once in every three (3) year period) to address changes in circumstances, including, but not limited to, changes in inflation and the litigation climate in California, provided that such adjustments are consistent with generally prevailing requirements for residential multi-family developments similar to the Project and located in the San Francisco/Alameda County area. Within thirty (30) days following Lessor’s delivery of written notice of any such adjustments, Lessee shall provide Lessor with amended or new insurance certificates and endorsements evidencing compliance with such adjustments.
(i) A
dditional Insured. For all liability insurance required by this Lease, Lessee (and Lessee’s contractors, as applicable) shall obtain endorsements that name the

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Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Lease. This Lease requires Lessee (and Lessee’s contractors) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Lessee (or Lessee’s contractors, as applicable), but in no event less than the minimum amounts specified in this Lease. In the event that Lessee (or Lessee’s contractors as applicable) obtain insurance policies that provide liability coverage in excess of the amounts specified in this Lease, the actual limits provided by such policies shall be deemed to be the amounts required under this Lease. Without limiting the foregoing, the limits of liability coverage specified in this Lease are not intended, nor shall they operate, to limit Lessor’s ability to recover amounts in excess of such minimum amounts.

Section 6.3 Proceeds of Insurance.
(a) For so long as the Senior Deed of Trust or any deed of trust securing a loan approved by Lessor that refinances the Senior Loan, is outstanding: all fire and standard risk or extended coverage (casualty) insurance proceeds shall be applied to the payment of the costs of repairing or rebuilding that part of the Leased Premises damaged or destroyed if (i) Lessee agrees in writing within ninety (90) days after payment of the proceeds of insurance that such repair or rebuilding is economically feasible, and (ii) the Senior Lender or the holder of the refinanced Senior Loan permits such repair or rebuilding, provided that the extent of the Lessee’s obligation to restore the Leased Premises shall be limited to the amount of the insurance proceeds.
(b) If the Improvements are not repaired or rebuilt, all such proceeds shall be applied in a manner consistent with the terms of the Senior Deed of Trust or if the Senior Deed of Trust is not outstanding, shall be applied in a manner consistent with the City Deed of Trust. (c) In the event that none of the Senior Deed of Trust, any deed of trust securing a refinancing of the Senior Loan, nor the City Deed of Trust are outstanding, all insurance proceeds received under the policies set forth in this Article 6 shall be paid to Lessee, provided that Lessee agrees that it shall apply such proceeds for reconstruction or repair of the Improvements unless such repair or reconstruction is not economically feasible. (d) To the extent any of the above provisions are inconsistent with the provisions of the Senior Loan Documents, the Senior Loan Documents shall control.

ARTICLE 7.

MAINTENANCE, ALTERATIONS, REPAIRS AND REPLACEMENTS
Section 7.1 Maintenance of Leased Premises; Landscaping. During the Term, at Lessee’s sole cost and expense, Lessee shall keep and maintain the Leased Premises, all Improvements, and all appurtenances thereto, in good and safe order, condition and repair. All such maintenance and repair shall conform to and comply with all Legal Requirements affecting the Leased Premises.

Section 7.2 L
andscaping Maintenance.

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(a) Lessee, at no expense to the Lessor, shall maintain in healthful, attractive and reasonably weed-free manner all the landscaped areas related to the Project as shown in the landscaping plan approved by the City. “Landscaped areas” as used in this Lease shall mean plantings and irrigation systems which have been installed, or are proposed to be installed, pursuant to the City-approved landscaped plan for the Project including those in City right-of- ways. All plantings shall be maintained using generally accepted methods of cultivation (subject to applicable restrictions on irrigation and pesticide use) to ensure reasonably normal, healthy plant growth. Maintenance shall include replacement of plantings, when necessary, and all ordinary and usual care, including, but not limited to, irrigation, fertilization, pest and disease control, weeding, rotation of plantings and the removal of trimmings, rubbish, debris, and other solid waste. Lessee shall, at no expense to the Lessor, install, maintain, repair, and replace, where necessary, such irrigation systems as are required to provide adequate irrigation in compliance with water conservation practices.
(b) If, in the reasonable judgment of the City Engineer, Lessee has failed to maintain properly any landscaping as required by this Lease, the Lessor may perform such maintenance, at its option, after thirty (30) days’ prior written notice to Lessee of such failure to maintain. In such event, the Lessor’s performance of such maintenance shall be at the Lessee’s sole expense and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance.
(c) If any maintenance, repair, or replacement of landscaping needs immediate correction as a result of a public safety or health hazard, as reasonably determined by the City Engineer, and such maintenance is not performed, or cannot be performed, by Lessee within twenty-four (24) hours of receipt of such notice thereof, the Lessor may perform or cause to be performed such maintenance at Lessee’s expense, and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance.

Section 7.3 Alterations to Leased Premises. Lessee may make additions, alterations or changes in or to the Improvements (“Alterations”) subject, however, to the following conditions:
(a) No Alterations shall be made that would impair the structural soundness of the Improvements;
(b) No Alterations shall be undertaken that are prohibited by, or would cause the Leased Premises, the Improvements, Lessee, or Lessor to be in breach or violation of any Legal Requirements;
(c) No Alterations shall be undertaken until Lessee shall have procured, to the extent the same may be required from time to time, all permits and authorizations of all applicable Governmental Authorities, all required consents of any Lender, and the consent of Lessor. Lessor shall join in the application for such permits or authorizations whenever such action is necessary or helpful and is requested by Lessee, and shall use Lessor’s reasonable efforts to obtain such permits or authorization;

18 4859-3312-3005v4
(d) All Alterations shall be performed in good and workmanlike manner and in compliance with all applicable Legal Requirements and all applicable Insurance Requirements; and
(e) All Alterations shall be consistent with the use of the Leased Premises as authorized under this Lease.

(f) Any Alteration that will exceed the sum of Two Hundred Fifty Thousand Dollars ($250,000) in cost (increasing annually by the amount of the Consumer Price Index- Urban (CPI-U) for the San Francisco-Oakland-San Jose, California metropolitan area) shall require Lessor’s advance written consent which shall not be unreasonably withheld.

Section 7.4 Indemnification. Notwithstanding any other provision of this Lease to the contrary, and in addition to any other indemnities provided in this Lease, to the fullest extent permitted by law, Lessee hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to Lessor) the Indemnitees from and against any and all Claims, arising from or relating to Lessee’s obligations under this Lease or the rehabilitation, construction or operation of the Improvements or any Alterations except to the extent any such Claim arises from the gross negligence or willful misconduct of the Indemnitees. In addition, if any contractor or subcontractor that performed any construction work for Lessee or Lessee’s affiliates on the Improvements or Alterations shall assert any claim against Lessor on account of any damage alleged to have been caused by reason of acts of negligence of Lessee or Lessee’s affiliates, members, partners, officers, directors, affiliates, agents, employees or construction contractors, Lessee shall defend at its own expense any suit based upon such claim; and if any judgment or claim against Lessor shall be allowed, Lessee shall pay or cause to be paid or satisfied such judgment of claim and pay all costs and expenses in connection therewith. The provisions of this Section shall survive the expiration or termination of this Lease.

ARTICLE 8.

MORTGAGE LOANS
Section 8.1 Intentionally omitted.

Section 8.2 Liens and Encumbrances Against the Leasehold Estate. The Lessee shall have the right to encumber the Leasehold Estate and the Improvements with leasehold deeds of trust, mortgages, and regulatory and affordability agreements related to the Approved Loans (collectively, “Liens”) provided that all documents evidencing such Liens are consistent with the terms and conditions of this Lease and subject to Lessor’s approval which shall not be unreasonably withheld.

Lessor hereby approves the Approved Loans and approves each of the following in the forms provided to Lessor as of the date of this Lease: the Senior Loan Documents, the Seller Deed of Trust and the promissory note evidencing the Seller loan.
(a) For as long as there is any Lien securing any Approved Loan:

19 4859-3312-3005v4
(1) Lessor shall not agree to any cancellation, termination (except for a termination for a default by Lessee which is not cured by Lessee or any Lender in accordance with this Lease), or accept any surrender of this Lease, nor shall Lessor consent to any amendment or modification of this Lease without the prior written consent of the Senior Lender.

In the event that Lessor receives competing or conflicting offers to cure any default under this Lease, Lessor shall accept the offers to cure in the following order: first, Lessee or the limited partner (or members, as applicable) therein, then each Lender in the same relative priority as their respective Liens.
(2) Notwithstanding any default by Lessee under this Lease, Lessor shall have no right to terminate this Lease unless Lessor shall have given the Lenders that have outstanding Approved Loans written notice of such default and such Lenders shall have failed to remedy such default or acquire the Leasehold Estate or commence foreclosure or other appropriate proceedings as set forth in, and within the time specified by, this Section 8.2. (3) Any Lender that has an outstanding Approved Loan shall have the right, but not the obligation, at any time to pay any or all of the Rent or Additional Rent due pursuant to the terms of this Lease, and do any other act or thing required of Lessee by the terms of this Lease, to prevent termination of this Lease. Lessor shall provide each Lender written notice of default concurrently with delivery of such notice to Lessee. Each Lender shall have the same period to cure such default as afforded to Lessee, extended by an additional thirty (30) days in the case of a monetary default, and by an additional sixty (60) days in the case of a nonmonetary default. The notice of default shall describe the action necessary to cure the default, and shall include, with respect to any monetary default, a detailed statement identifying the amounts due and the obligations to which amounts relate, and with respect to any non- monetary default, a detailed statement identifying the obligations breached and the cure expected by Lessor; provided, however, that if any nonmonetary default is not susceptible to cure within the applicable cure period, the Lender shall have such longer period, not to exceed an additional ninety (90) days, as may be necessary to cure the default, so long as such Lender is diligently prosecuting such cure to completion. All payments so made and all things so done shall be as effective to prevent a termination of this Lease as the same would have been if made and performed by Lessee instead of by the Lender(s).
(4) In addition to the cure periods described in the preceding Paragraph (3), if the default is such that possession of the Leasehold Estate may be reasonably necessary to remedy the default, the Senior Lender shall have a reasonable time after the expiration of the applicable cure period described in the preceding Paragraph (3) within which to remedy such default, provided that (A) such Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease within the applicable period described in the preceding Paragraph (3) and shall continue to pay currently such monetary obligations when the same are due; (B) such Lender shall have acquired Lessee’s Leasehold Estate hereunder or commenced foreclosure or other appropriate proceedings prior to or within the period described in the preceding Paragraph (3), and shall be diligently prosecuting the same; and (C) and after acquiring possession of the Leasehold Estate, such Lender shall diligently prosecute to completion such cures as may be reasonably possible to remedy nonmonetary defaults existing under this Lease. Any default under this Lease which by its nature cannot be

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remedied by Lender shall be deemed remedied upon Lender or its Nominee (as hereinafter defined) acquiring Lessee’s interest in the Premises as provided in this Section. (5) Lessor shall promptly provide estoppel certificates reasonably requested by Lenders or Project investors.
(6) If the Lenders are prohibited, stayed or enjoined by any bankruptcy or insolvency proceeding of any court, including without limitation a court having jurisdiction over Lessee in such proceeding, from commencing or prosecuting foreclosure proceedings, the times specified for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided that any Lender shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease, including without limitation any monetary obligations to third parties which have become, or threaten to become, liens against the Leased Premises or any portion thereof, and shall continue to pay currently such monetary obligations when the same fall due; provided, further, that, subject to Paragraph (1) of this Section 8.2(a), such Lender shall not interfere with Lessor’s efforts to seek compliance by Lessee with any non-monetary obligation under this Lease. (7) Lessor shall mail or deliver to any Lenders that have any outstanding Approved Loans a duplicate copy of any notice which Lessor may deliver to Lessee pursuant to this Lease, including any notice of default. Lessee shall deliver to Lessor the name and contact information for all Lenders that have outstanding Approved Loans, including successors in interest to Approved Loans. Provided Lessee (or Lender) has delivered Lessor the name and contact information of the Lender having an outstanding Approved Loan, no notice of default by Lessor to Lessee shall be effective as to that Lender unless and until a copy of the notice shall have been mailed or delivered to such Lender as set forth in this Section. (8) The foreclosure of an Approved Loan, any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Leasehold Mortgage securing the Approved Loan, or any conveyance of the Leasehold Estate created hereby from Lessee to a Lender through or in lieu of foreclosure (a “Foreclosure Event”), shall not require the consent of Lessor or constitute a breach of any provision of this Lease. In the event any Lender or its Nominee (as defined herein) becomes Lessee under this Lease by such means or pursuant to any new lease obtained under Paragraph (9) of this Section 8.2(a) below, Lessor shall recognize the Lender or its Nominee as Lessee hereunder or under such new lease and the Lender shall be personally liable under this Lease or such new lease only for the period of time that the Lender or its Nominee remains Lessee thereunder, provided that the Lender or its Nominee attorns to Lessor and agrees to be subject to the restrictions of this Lease. If a Lender or its Nominee becomes the lessee under this Lease or any such new lease, the Lender shall have the right thereafter to assign or sublease this Lease or such new lease one time, provided that any assignee: (A) shall take the Leasehold Estate subject to all of the provisions of this Lease or such new lease, and (B) shall assume and agree to perform all obligations of Lessee under this Lease.

Any further assignment shall be subject to the consent of Lessor, which consent shall not be unreasonably withheld. Nothing in this Section shall be construed to obligate any Lender to remedy any default of Lessee, and any failure of any Lender to complete any such cure after commencing the same shall not give rise to any liability of any Lender to Lessor or Lessee.

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(9) In the event (A) a Lender, its designee or another purchaser in foreclosure proceedings becomes the legal owner of the Leasehold Estate, or (B) Lessor terminates this Lease by reason of any Event of Default (as defined herein), then, upon written request by Lender given within sixty (60) days after such transfer or receipt of notice of such termination of the Leasehold Estate, Lessor shall execute and deliver a new lease of the Leased Premises to such Lender, or its nominee, purchaser, assignee or transferee (the “Nominee”), provided that, except as provided in Paragraph (8) of this Section 8.2(a) if such Nominee is not the purchaser at a foreclosure sale and is not wholly owned by one or more Lenders, such Nominee is approved by Lessor in its reasonable discretion. Such new lease shall be substantially in the same form as this Lease, shall have a term equal to the remainder of the Lease Term with the same agreements, covenants, reversionary interests and conditions (except for any requirements which have been fulfilled by Lessee prior to termination) as are contained in this Lease and with priority equal to this Lease with respect to encumbrances of Lessor’s interest in the Land or the Leased Premises or encumbrances of Lessee’s interest in the Leased Premises permitted or caused by Lessor, together with any provisions legally required in the event the Nominee is a governmental entity; provided, however, that any defaults by Lessee susceptible to cure by the Lender have been cured or reasonable assurance has been provided to Lessor that such defaults shall be cured. Upon execution and delivery of such new lease by Lessor and the Nominee, the Nominee shall have acquired all the right, title and interest of Lessee under this Lease prior to its termination. Lessor, shall cooperate in taking such action as shall be necessary to cancel and discharge this Lease and to remove Lessee from the Leased Premises. After such termination and cancellation of the Lease and prior to the expiration of the period within which Lender or Nominee may elect to obtain a new lease from Lessor, Lessor shall refrain from terminating any existing sublease or otherwise encumbering the Premises without the prior written consent of Lender or Nominee. Any new lease granted hereby shall vest in Lender or Nominee all right, title, interest, power and privileges of Lessee hereunder in and to the Premises, including, without limitation, the assignment of Lessee’s interest in and to all then existing subleases and sublease rentals and the automatic vesting of title to all Improvements, fixtures and personal property of Lessee in Lender or Nominee. Such new lease shall provide, with respect to each and every permitted sublease that the new lessee shall be deemed to have recognized the sublessee under the sublease, pursuant to the terms of the sublease as though the sublease had never terminated but had continued in full force and effect after the termination of the Lease, and to have assumed all the obligations of the sublessor under the sublease accruing from and after the termination of the Lease, except that the obligation of the new lessee, as sublessor, under any covenant of quiet enjoyment, expressed or implied, contained in any such sublease shall be limited to the acts of such new lessee and those claiming by, under or through such new lessee. If more than one Lender is entitled to a new lease pursuant to this Paragraph (9), Lessor shall enter into such new lease with the lender whose mortgage or deed of trust that has the highest lien priority. (10) If a Lender or Nominee subsequently transfers its interest under this Lease after acquiring such interest by foreclosure or deed in lieu of foreclosure and, in connection with any such transfer, the transferee obtains a mortgage or deed of trust encumbering such leasehold interest to secure all or any portion of the purchase price given to the Lender or Nominee for such transfer, then such mortgage or deed of trust shall be considered an Approved Loan hereunder provided that Lessor has been provided an opportunity to review and approve the documents evidencing and securing such mortgage or deed of trust and the

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obligations secured thereby, and the Lender shall be entitled to receive the benefit of and to enforce the provisions of this Lease or the new lease approved pursuant to Paragraph (9) of this Section 8.2(a).
(11) Unless the Lenders otherwise consent in writing, Lessor and Lessee each hereby waives, and agrees not to assert or otherwise take the benefit of, that portion of Section 365(d)4, or any other applicable provisions, of the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), which provides for the deemed rejection of a lease in certain circumstances, so long as the trustee is paying the rent due under the Lease and performs, or causes the performance of, the uses of the Leased Premises for the Project pursuant to this Lease. (12) Subject to the rights of the Lenders, which shall have priority over all persons or entities given rights under this Paragraph (12), any Investor limited partners of Lessee shall have the same rights as any Lender authorized under Paragraphs (2), (3) and (7) of this Section 8.2(a) of this Lease and any reference to a Lender in Paragraphs (2), (3) and (7) of this Section 8.2(a) shall be deemed to include such limited partners. (13) Lessor shall cooperate in including in this Lease by suitable amendment from time to time any provision which may reasonably be requested by any Lender or any proposed lender, for the purpose of implementing the mortgagee-protection provisions contained in this Lease and allowing such Lender or proposed lender reasonable means to protect or preserve the lien of the leasehold mortgage and the value of its security, and to include any additional rights and privileges reasonably requested to be added by such Lender. Lessor agrees to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect Lessor’s Estate or any other interest of Lessor in the Land or the Leased Premises, affect the Lease Term or rent under this Lease, or otherwise in any material respect adversely affect any rights of Lessor under this Lease. (b) Any Leasehold Mortgage shall be subject to the provisions of this Lease and all rights of Lessor under this Lease. Notwithstanding any contrary provision of this Lease, in no event may any mortgage or other security instrument, including without limitation any Leasehold Mortgage, be recorded against Lessor’s fee interest in the Land or reversionary interest in the Improvements without Lessor’s prior written consent, which Lessor may grant or withhold in the exercise of Lessor’s sole discretion. Lessor will not encumber or transfer Lessor’s fee interest in the Land or reversionary interest in the improvements without the prior written consent of the Senior Lender which consent shall not be unreasonably withheld or conditioned.
(c) Intentionally omitted.

(d) Notwithstanding any contrary provision hereof, if prior to completion of rehabilitation or construction of the Improvements, a Lender completes a foreclosure sale or accepts a deed in lieu of foreclosure, such Lender or Nominee may complete the rehabilitation or construction with modifications to the Construction Plans as necessary to make the Project economically feasible and as reasonably approved by the City of Pleasanton, provided that such modifications will not result in a reduction in the number of residential units, a reduction in the

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number of on-site parking spaces, or a significant reduction in Project common space or amenities.

Section 8.3 Cost of Approved Loans to be Paid by Tenant. Lessee affirms that it shall bear all of the costs and expenses in connection with (a) the preparation and securing of the Approved Loans, (b) the delivery of any instruments and documents and their filing and recording, if required, and (c) all taxes and charges payable in connection with the Approved Loans.

Section 8.4 P
roceeds of Approved Loans. It is expressly understood and agreed that all Approved Loan proceeds shall be paid to and become the property of Lessee, and that Lessor shall have no right to receive any such Approved Loan proceeds.

Section 8.5 N
otice and Right to Cure Defaults Under Approved Loans. Upon the recording of a memorandum of this Lease, Lessor may record in the Official Records a request for notice of any default under each Approved Loan. In the event of default by Lessee under an Approved Loan, Lessor shall have the right, but not the obligation, to cure the default in accordance with the applicable loan documents. Any payments made by Lessor to cure a default shall be treated as Additional Rent due from Lessee hereunder, which shall be paid within thirty (30) days of the date on which the payment was made by Lessor.

Section 8.6 R
ights of Investor. The Investor shall have the same notice and cure rights as any Lender for so long as it is a limited partner of Lessee; provided however, the references in this Section 8 to additional cure periods of Lender to permit Lender to foreclose shall instead refer to Investor’s actions to remove the general partner of Lessee.

Section 8.7 R
ight to Pay Taxes and Cure Defaults. All Lenders shall have the right (but not the obligation) to pay any taxes payable by Lessor with respect to the Leased Premises, and to cure any monetary or nonmonetary default by Lessor under any mortgage or other encumbrance on the Leased Premises; and, if a Lender does so pay or cure, Lessor agrees that it will reimburse the Lender for the amount thereof promptly following request by the Lender therefor.

Section 8.8 Se
nior Lender Provisions. Until such time as the Senior Deed of Trust is reconveyed or Senior Lender notifies Lessor in writing that all obligations under the Senior Loan have been satisfied, Lessor agrees that:
(a)
Effect of Lessee Waiver. Lessor will not enforce against Senior Lender any waiver or election made by Lessee under the Lease which has a material adverse effect on the value of the Project without the prior written consent of Senior Lender (which will not be unreasonably withheld or delayed);
(b)
Notice to Senior Lender. Lessor will concurrently deliver to Senior Lender a copy of any notice given by Lessor to Lessee under the Lease at the address specified in Section 17.16 below, and no such notice shall be effective unless the

24 4859-3312-3005v4
concurrent copy thereof is delivered to Senior Lender, and no cure period provided to Lenders under the Lease shall commence until such notice is delivered to Senior Lender; (c) Senior Lender Right to Access Property to Cure Defaults. Lessor and Lessee will allow Senior Lender and its representatives access to the Project for the purpose of effecting any cure right exercised by Senior Lender pursuant to its cure rights under this Lease, and any cure by Senior Lender shall have the same effect as a cure by Lessee;
(d)
Obligations of New Lessee. Following any foreclosure, enforcement or assignment described in subparagraph (8) or (9) of Section 8.2(a) above, the new lessee shall be personally obligated only for performance of obligations under the Lease commencing as of the date of such foreclosure, enforcement or assignment and, provided that a successor lessee has assumed such obligations, ending as of the date of any assignment of the Lease to a successor lessee. Any liability of Senior Lender, or any new lessee that succeeds to Senior Lender’s interest for any such obligations, shall not exceed Senior Lender’s, or such new lessee’s, interest in the Project. (e)
Insurance and Condemnation Proceedings. That Lessor will provide reasonable prior notice to Senior Lender of any proceedings for adjustment or adjudication of any insurance or condemnation claim involving the Project, and will permit Senior Lender to participate therein as an interested party. (f)
No Lien on Personal Property. Lessor acknowledges that any equipment or other personal property of Lessee now or hereafter located on the Project shall be and remain the personal property of Lessee and shall not become a part of the Project; Lessor expressly waives any lien on any such equipment or other personal property of Lessee.

To the extent that Lessee grants a lien or security interest in such equipment or other personal property to Senior Lender to secure the Lessee’s obligations under the Senior Loan Documents, Lessor agrees that, upon enforcement or exercise by Senior Lender of any of its rights with respect thereto, Lessor shall afford Senior Lender reasonable access to the Project for the purpose of preserving its interests therein or enforcing or exercising such rights, subject to the payment by Senior Lender to Lessor of a daily rental at the rate provided for in the Lease.

ARTICLE 9.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 9.1 Representations, Warranties and Covenants of Lessor. Lessor warrants and represents to Lessee as follows, which warranties and representations are true and correct as of the date of this Lease, to the actual knowledge of Lessor:
(a) Lessor has good and marketable title to the Leased Premises, subject only to encumbrances of record or disclosed in writing to Lessee (“Permitted Encumbrances”), has the right, power and authority to enter into this Lease; no other party has any right or option in connection with Lessor’s interest in the Leased Premises, and Lessor shall not encumber the fee

25 4859-3312-3005v4
interest in the Leased Premises without Lessee’s prior written consent which shall not be unreasonably withheld or delayed;
(b) there is no litigation or action, pending or to Lessor’s knowledge, threatened, affecting the Leased Premises or any streets or other public rights-of-way abutting or serving the Leased Premises;
(c) Lessor has received no written notice and has no actual knowledge, nor has Lessor been otherwise advised, of any pending or threatened Taking relating to all or any part of the Leased Premises;
(d) Lessor has received no written notice and has no actual knowledge of the intention of any party holding an easement affecting the Leased Premises or any part thereof to expand the exercise of any such easement beyond the current scope permitted by the applicable Permitted Encumbrance;
(e) the entry by Lessor into this Lease and the performance of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreement relating to the Leased Premises to which Lessor is a party or by which it is bound.

Section 9.2 Representations, Warranties and Covenants of Lessee. As an inducement to Lessor to enter into and to proceed under this Lease, Lessee warrants and represents to Lessor as follows, which warranties, representations and covenants are true and correct as of the date of this Lease:
(a) A
uthority. Lessee has the right, power and authority to enter into this Lease and the right, power and authority to comply with the terms, obligations, provisions and conditions contained in this Lease;
(b) N
o Breach of Obligations. The entry by Lessee into this Lease and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreements to which Lessee is a party or by which it is bound.

Section 9.3 Relocation. Lessee shall comply with all provisions of Section 3.10 of the Regulatory Agreement pertaining to relocation of existing Tenants and indemnification of Lessor in connection therewith.

Section 9.4 Hazardous Materials;
Indemnification. Lessee (i) shall not cause or permit
any Hazardous Materials to be placed, held, located or disposed of on, under or at the Leased Premises or any part thereof, except chemicals, materials, and substances used in commercially reasonable amounts in the construction, rehabilitation, operation, and maintenance of the Improvements and in accordance with Legal Requirements, and (ii) shall not cause or permit any Hazardous Materials contamination of the Leased Premises or any part thereof.

Lessee shall indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to Lessor) the Indemnitees from and against any and all Claims arising directly or

26 4859-3312-3005v4
indirectly, in whole or in part, out of (i) any activity by Lessee, its affiliates or its agents or contractors carried on or undertaken on or off the Leased Premises in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials located or present in, on, under or about the Leased Premises; or (ii) the failure of Lessee to comply with any Environmental Laws relating to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation, or disposal of Hazardous Materials into, on, under or from the Leased Premises, except to the extent any such Claim arises from the gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall survive the expiration or termination of this Lease.

Section 9.5 Prevailing Wage Requirements. If required by applicable federal or State law, Lessee and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (and if applicable due to financing sources for the Project, with the federal Davis Bacon Act and implementing regulations) (all of the foregoing, collectively, “Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. To the greatest extent allowed by law, Lessee shall indemnify, defend (with counsel approved by Lessor) and hold the Indemnitees harmless from and against all Claims which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection with the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Lease, including but not limited to the Prevailing Wage Laws, or any act or omission of Lessee related to this Lease with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims.

The provisions of this Section shall survive the expiration or earlier termination of this Lease.

Section 9.6 C
ompliance with Laws. Lessee shall carry out and shall cause its contractors and subcontractors to carry out the rehabilitation of the Project, and shall operate the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations (“Applicable Laws”), including without limitation, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable), applicable provisions of the California Public Contracts Code (if any), the City’s zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. To the greatest extent allowed by law, Lessee shall indemnify, defend (with counsel approved by Lessor) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Lessee’s obligations set forth in this Section whether or

27 4859-3312-3005v4
not any insurance policies shall have been determined to be applicable to any such Claims. This Section shall survive the expiration or termination of this Lease.

Section 9.7 Affordability and Use Restrictions. Lessee hereby covenants and agrees that the Leased Premises shall be used solely for the operation of a multifamily senior housing development in compliance with the requirements set forth herein and in the Regulatory Agreement. The Regulatory Agreement sets forth requirements pertaining to Tenant income and other eligibility requirements, maximum rents that may be charged to residents of the Project, limitations on rent increases, and other matters pertaining to use and occupancy of the Project. Lessee shall comply with all such requirements.

Section 9.8 P
reference for City of Pleasanton Residents and Employees. Lessee shall comply with the requirements set forth in Section 3.9.1 of the Regulatory Agreement, subject to the application of Applicable Rules and Regulations (as defined in the Regulatory Agreement).

Section 9.9 R
eporting Requirements; Access to Information; Inspections. The Regulatory Agreement sets forth requirements pertaining to Tenant certification, annual reports required that Lessee is required to submit to Lessor, maintenance of records, and City rights to inspect and audit Project records and inspect the Leased Premises. Lessee shall be subject to, and shall comply with, all such requirements.

Section 9.10 No
n-Discrimination; Compliance with Fair Housing Laws. Lessee shall not restrict the rental, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Leased Premises, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Lessee covenants for itself and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Leased Premises or the Project, or part thereof, nor shall Lessee or any person claiming under or through Lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Leased Premises or the Project, or part thereof. Lessee shall include such provision in all leases and rental agreements affecting the Leased Premises or part thereof, and shall enforce the same diligently and in good faith.

Section 9.11 F
air Housing. Lessee shall comply with state and federal fair housing laws in the marketing and rental of the units in the Project. Lessee shall accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto.

28 4859-3312-3005v4
Section 9.12 Management Agent. Lessor approves Eden Housing Management, Inc., a California nonprofit public benefit corporation (“EHMI”) as the initial Management Agent and authorizes the subcontracting of EHMI’s management contract to Barcelon Associates Management Corporation, a California corporation. In recognition of Lessor’s significant financial contribution to the Project, Lessor shall have the right to review and approve any replacement of the Management Agent proposed by Lessee for the Project, and shall have the right to review and approve any agreement executed between Lessee and the management entity, which approval of agreement shall not be unreasonably withheld. The contracting of management services to a management agent shall not relieve Lessee of its primary responsibility for proper performance of management duties.

Upon Lessor determination and delivery of written notice to Lessee that Lessee has failed to operate the Project in accordance with this Lease, Lessor may, subject to any applicable cure period, require Lessee to contract with a qualified management agent selected by Lessor subject to approval of the Investor and Lenders, if required, to operate the Project, or to make such other arrangements as Lessor deems necessary to ensure performance of the required functions.

ARTICLE 10.

EMINENT DOMAIN
Section 10.1 Termination of Lease. Lessor and Lessee agree that, in the event of a Taking such that Lessee reasonably determines that the Leased Premises cannot continue to be operated, at reasonable cost, for its then-current use, then, subject to the rights and consent of Lenders, this Lease shall, at Lessee’s sole option, terminate as of the date of the Taking.

Section 10.2 C
ontinuation of Lease and Presumption of Restoration. Lessor and Lessee agree that, in the event of Taking that does not result in the termination of this Lease pursuant to Section 10.1 above, this Lease shall continue in effect as to the remainder of the Leased Premises, and the Net Condemnation Award will be disbursed in accordance with Section 10.4 below to Lessor and Lessee and/or any Lender, if the terms of the applicable Leasehold Mortgage so require, and shall be used so as to make the same as complete, unified and efficient operating unit as nearly as reasonably possible to the condition existing prior to the Taking, subject to any applicable requirements of the Lender.

Section 10.3 T
emporary Taking. If there shall be a temporary Taking with respect to all or any part of the Leased Premises or of Lessee’s interest in this Lease, then the Term shall not be reduced and Lessee shall continue to pay in full all Rent, Additional Rent, Impositions and other charges required herein, without reduction or abatement thereof at the times herein specified; provided, however, that Lessee shall not be required to perform such obligations that Lessee is prevented from performing by reason of such temporary Taking.

29 4859-3312-3005v4
Section 10.4 Apportionment of Award . If there is a Taking, whether whole or partial, Lessor and Lessee shall be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, taking into consideration Lessor’s fee interest in the Land (as encumbered by this Lease) and reversionary interest in the Improvements upon the expiration of the Term or termination of this Lease. If the Leased Premises are restored as is contemplated in Section 10.2 above, Lessee shall be entitled to pay the costs and expenses reasonably incurred in such restoration out of any Net Condemnation Award payable to Lessee.

Thereafter, if the condemning authority does not make separate awards, the Parties agree that any Net Condemnation Award will be allocated as follows on a proportionate basis reflecting the Parties’ respective interests in the Land and Improvements and the remaining duration of the Term as follows:
(A) A
ward on Total or Substantial Taking. In the event of a total or substantial taking, the award shall be apportioned as follows, in the following order:
(a) To the Lenders in an amount equal to the indebtedness then owed to such Lenders in order of the Lien priority of the Leasehold Mortgages (b) To Lessor that portion of the award equal to the fair market value of the Land.
(c) To Lessee, that portion of the award equal to the fair market value of the Improvements (subject to Lessor’s reversionary interest), less the amount paid to the Lenders pursuant to (a) above.
(d) Any “bonus value” (i.e., any portion of the award attributable to the fact that the rent payable by Lessee under this Lease is at a below market rate) shall be paid to Lessor; provided however, if the condemning agency is Lessor, any such “bonus value” shall be equally divided between Lessor and Lessee.
(e) The balance, if any, shall be allocated between Lessor and Lessee respectively in that proportion in which (i) the fair market value of the Land bears to (ii) the fair market value of the Improvements, exclusive of Lessor’s reversionary interest. (B) Award on Partial Taking. In the event of a partial taking, after application of the Award for restoration, any remaining portion of such award shall be apportioned as follows, in the following order:
(a) To the Lenders in an amount equal to the indebtedness then owed to such Lenders in order of the Lien priority of the Leasehold Mortgages . (b) To Lessor, that portion of the award attributable to the fair market value of the portion of the Land taken.
(c) To Lessee, that portion of the award equal to the fair market value of the portion of the Improvements taken (subject to Lessor’s reversionary interest), less the

30 4859-3312-3005v4
amount paid to the Lenders pursuant to (a) above, but only to the extent that the proceeds of the award are not used for restoration of the Improvements. (d) Any “bonus value” (i.e., any portion of the award attributable to the fact that the rent payable by Lessee under this Lease is at a below market rate) shall be paid to Lessor; provided however, if the condemning agency is Lessor, any such “bonus value” shall be equally divided between Lessor and Lessee.
(e) The balance, if any, shall be allocated between Lessor and Lessee respectively in that proportion in which (i) the fair market value of the Land bears to (ii) the fair market value of the Improvements exclusive of the reversionary interest of Lessor.
(f) Any severance damages awarded or payable because only a portion of the Land and Improvements are taken by eminent domain shall be (a) paid to Lessee during the first 42.5 years of this Lease and (b) equally divided between Lessee and Lessor during the next 42.5 years of this Lease (except to the extent needed to replace any Improvements taken by eminent domain with equivalent Improvements on the remainder of the Land).
(C) Award for Temporary Taking. Any award for a temporary taking shall, subject to the rights of any Lender, be awarded and retained by Lessee. (D) R ent Abatement for Partial Taking. In the event of any partial taking of the Improvements, commencing upon the date of the final order of condemnation, Rent payable under this Lease shall be reduced by the percentage equal to the square footage of the condemned portion of the Improvements divided by the total square footage of the Improvements prior to the taking.

Section 10.5 J
oinder. If a Leasehold Mortgage exists, the Lenders, to the extent permitted by law, shall be made a party to any Taking proceeding.

Section 10.6 C ity Reservation of Rights. Notwithstanding any provisions in this Lease to the contrary, nothing herein does or shall be construed to limit or require the City to exercise its ability to condemn any property, including the Leased Premises, in accordance with applicable law. Nothing in this Lease does or shall be construed as requiring the City to pay to Lessee, any Lender, or any other third party with an interest in the Leased Premises, any amount of money, as compensation for alleged condemnation or otherwise, if City (or its successor) seeks to enforce any of the rights and obligations under this Lease and any executed attachments thereto. Except when City exercises its ability to condemn the Leased Premises by adoption of a resolution of necessity and pursuant to other provisions of applicable law, City shall not be a construed as pursuing or effectuating a Taking or acting as a “condemning authority” under this Lease.

ARTICLE 11.

DAMAGE OR DESTRUCTION

31 4859-3312-3005v4
Section 11.1 Damage or Destruction to Leased Premises. Lessee shall give prompt written notice to Lessor after the occurrence of any fire, earthquake, act of God or other casualty to or in connection with the Leased Premises, the Improvements or any portion thereof (hereinafter sometimes referred to as “Casualty”). Subject to Section 11.2 below, if during the Term the Improvements shall be damaged or destroyed by Casualty, Lessee shall repair or restore the Improvements, so long as Lessee determines, in its reasonable discretion, that it is feasible to do so and in such event Lessee provides or causes to be provided sufficient additional funds which, when added to such insurance proceeds, will fully effect such repair or restoration. Upon the occurrence of any such Casualty, Lessee, promptly and with all due diligence, shall apply for and collect all applicable insurance proceeds recoverable with respect to such Casualty, for the benefit of the Lenders. In the event that Lessee shall determine, with Investor’s prior written consent during the Compliance Period (as defined in Section 42 of the Code), subject to the rights of the Lenders, by notice to Lessor given within thirty (30) days after receipt by Lessee of any such insurance proceeds, that it is not economically practical to restore the Improvements and/or the Leased Premises to substantially the same condition in which they existed prior to the occurrence of such Casualty, then, subject to the written approval of Lenders, Lessee may terminate this Lease as of a date that is not fewer than thirty (30) days after the date of such notice. If Lessee terminates this Lease pursuant to this Section 11.1, Lessee shall surrender possession of the Leased Premises to Lessor immediately and assign to Lessor (or, if same has already been received by Lessee, pay to Lessor) all of its right, title and interest in and to the proceeds from Lessee’s insurance upon the Leased Premises, subject to the prior rights of any Lender therein, as referenced in Section 11.3 below.

Section 11.2 D amage or Destruction Near End of Term. If, during the last seven (7) years of the Term, the Improvements shall be damaged by Casualty, then Lessee shall have the option, to be exercised within one hundred twenty (120) days after such Casualty:
(a) t
o repair or restore the Improvements as hereinabove provided in this Article 11; or
(b) subject to the rights and approval of Lenders, to terminate this Lease by notice to Lessor, which termination shall be deemed to be effective as of the date of Casualty. If Lessee terminates this Lease pursuant to this Section 11.2, Lessee shall surrender possession of the Leased Premises to Lessor immediately and assign to Lessor (or, if same has already been received by Lessee, pay to Lessor) all of its right, title and interest in and to the proceeds from Lessee’s insurance upon the Leased Premises, subject to the prior rights of any Lender therein, as referenced in Section 11.3 below.

Section 11.3 Distribution of Insurance Proceeds. In the event that this Lease is terminated pursuant to Sections 11.1 or 11.2 hereof, the insurance proceeds received as the result of such Casualty shall be distributed as follows: (a) first, if Leasehold Mortgage(s) are in place, to the Lenders to the extent of any

32 4859-3312-3005v4
indebtedness then owed to such Lender in order of the Lien priority of the Leasehold Mortgages; (b) second, the balance, if any, of such insurance proceeds shall be paid to Lessee or, as applicable pursuant to Sections 11.1 and 11.2 above, assigned or paid over to Lessor.

Section 11.4 I nsurance Coverage Requirements. Nothing in this Article 11 does or shall be construed as permitting Lessee to maintain less than the minimum insurance coverage set forth in this Lease and the Regulatory Agreement.

ARTICLE 12.

EVENTS OF DEFAULT
Section 12.1 Events of Default. Each of the following shall be an “Event of Default” by Lessee hereunder:
(a) failure by Lessee to pay any Rent or Additional Rent when due if such failure shall continue for a period of ten (10) days after notice thereof has been given by Lessor to Lessee;
(b) Lessee’s default in the performance of any term, provision or covenant under this Lease (other than an obligation enumerated in this Section 12.1), and unless such provision specifies a shorter cure period for such default, the continuation of such default for ten (10) days in the event of a monetary default or thirty (30) days in the event of a non-monetary default following the date upon which Lessor shall have given written notice of the default to Lessee, or if the nature of any such non-monetary default is such that it cannot be cured within thirty (30) days, Lessee’s failure to commence to cure the default within thirty (30) days and thereafter prosecute the curing of such default with due diligence and in good faith, but in no event longer than ninety (90) days from receipt of the notice of default; (c) Lessee’s failure to maintain insurance on the Leased Premises and the Improvements as required hereunder, and the failure of Lessee to cure such default within five (5) days;
(d) Subject to Lessee’s right to contest the following charges, Lessee’s failure to pay taxes or assessments due on the Leased Premises or the Improvements or failure to pay any other charge that may result in a lien on the Leased Premises or the Improvements, and Lessee’s failure to cure such default within twenty (20) days of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon; (e) A Transfer occurs, either voluntarily or involuntarily, in violation of this Lease and the Regulatory Agreement;
(f) the subjection of any right or interest of Lessee in this Lease to attachment, execution, or other levy, or to seizure under legal process, if not released within ninety (90) days;

33 4859-3312-3005v4
(g) Lessee shall have voluntarily suspended its business for a period in excess of thirty (30) days for reasons other than Force Majeure, or Lessee shall have been dissolved or terminated;
(h) pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Lessee or any general partner thereof: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Lessee or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Lessee or any general partner thereof or for the Leased Premises; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; provided however, with respect to Lessee’s general partner, the foregoing actions shall not constitute an Event of Default if the Investor promptly takes action to replace the general partner;
(i) the filing against Lessee of any involuntary proceedings under such Bankruptcy Code or similar law, if such proceedings have not been vacated or stayed within ninety (90) days of filing;
(j) the appointment of a trustee or receiver for Lessee or for all or the major part of Lessee’s property or the Leased Premises, in any involuntary proceeding, or the taking of jurisdiction by any court over all or the major part of Lessee’s property or the Leased Premises in any involuntary proceeding for the reorganization, dissolution, liquidation or winding up of Lessee, if such trustee or receiver shall not be discharged or such jurisdiction relinquished or vacated or stayed on appeal or otherwise stayed within ninety (90) days; (k) any of Lessee’s representations or warranties contained in this Lease or in any financial statement, certificate or report submitted to Lessor in connection with this Lease proves to have been false or misleading in any adverse respect when made and continues to be adverse to Lessor.

Section 12.2 Rights and Remedies.
(a) At any time after the occurrence of an Event of Default hereunder, subject in all respects to the provisions of this Lease with respect to Lessor’s rights to cure defaults by Lessee and with respect to the rights of any Lenders, Lessor may, in addition to any other rights and remedies available at law or in equity, terminate this Lease by giving Lessee written notice thereof (with a copy of such notice to the Lenders), setting forth in such notice an effective date for termination which is not less than thirty (30) days after the date of such notice, in which event this Lease and Lessee’s Estate created hereby and all interest of Lessee and all parties claiming by, through or under Lessee shall automatically terminate upon the effective date for termination as set forth in such notice, with the same force and effect and to the same extent as if the effective date of such notice had been the date originally fixed in Article 2 hereof for the expiration of the Term. In such event, Lessor, its agents or representatives, shall have the right, without further demand or notice, to re-enter and take possession of the Leased Premises (including all buildings and other Improvements comprising any part thereof) at any time from and after the effective termination date without being deemed guilty of any manner of trespass

34 4859-3312-3005v4
and without prejudice to any remedies for arrears of Rent or existing breaches of covenants; provided that Lessor shall not be entitled to disturb possession of any Tenants or others in possession pursuant to Tenant Leases so long as such Tenant or others are not in default thereunder and attorn to Lessor as their lessor.
(b) Upon the exercise of Lessor’s remedies pursuant to this Section 12.2, Lessee shall execute such releases, deeds and other instruments in recordable form as Lessor shall reasonably request in order to accurately set forth of record the then current status of Lessee’s Estate and Lessee’s rights hereunder.
(c) If Lessee shall have failed to cure a default by Lessee after expiration of the applicable time for cure of a particular default, Lessor, at its election, but without obligation therefor (i) may seek specific performance of any obligation of Lessee, after which Lessor shall retain, and may exercise and enforce, any and all rights that Lessor may have against Lessee as a result of such default, (ii) from time to time without releasing Lessee in whole or in part from the obligations to be performed by Lessee hereunder, may cure the default at Lessee’s cost, (iii) may terminate this Lease pursuant to Paragraph (a) above, (iv) subject to the rights of Lenders, may have a receiver appointed to take possession of Lessee’s interest in the Leasehold Estate with power in the receiver (1) to administer Lessee’s interest in the Leasehold Estate, (2) to collect all funds available in connection with the operation of the Project, and (3) to perform all other acts consistent with Lessee’s obligations under this Lease, as the court deems proper, and/or (v) may exercise any other remedy given hereunder or now or hereafter existing at law or in equity. Any reasonable cost incurred by Lessor in order to cure such a default by Lessee shall be due immediately from Lessee, together with interest, and may be offset against any amounts due from Lessor to Lessee.
(d) Remedies Cumulative. No remedy provided in this Section shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations referred to hereinabove.
(e) N
o Election of Remedies . The rights given in this Section to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Lease, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of Lessor, upon the conditions and subject to the provisions in this Lease, to terminate Lessee’s right of possession because of any default in or breach of any of the covenants, provisions or conditions of this Lease that remains uncured beyond the applicable cure period.
(f) S
urvival of Obligations. Nothing herein shall be deemed to affect the right of Lessor to indemnification for liability arising prior to the termination of the Lease for personal injuries or property damage or in connection with any other Claim, nor shall anything herein be deemed to affect the right of Lessor to equitable relief where such relief is appropriate.

No expiration or termination of this Lease by operation of law or otherwise, and no repossession

35 4859-3312-3005v4
of the Leased Premises or any part thereof, shall relieve Lessee of any of its obligations to indemnify and defend the Indemnitees pursuant to the provisions of this Lease, and all such provisions, and all of Lessee’s accrued liabilities and obligations hereunder, shall survive such expiration, termination or repossession.
(g) No Waiver. Except to the extent that Lessor may have agreed in writing, no waiver by Lessor of any breach by Lessee of any of its obligations, agreements or covenants hereunder shall be deemed to be a waiver of any subsequent breach of the same or any other covenant, agreement or obligation, nor shall any forbearance by Lessor to seek a remedy for any breach by Lessee be deemed a waiver by Lessor of its rights or remedies with respect to such breach.

Section 12.3 D
efault by Lessor.
(a) Events of Default. Lessor shall be in default of this Lease if it fails to perform any Lessor obligation hereunder, and such failure is not cured within sixty (60) days after Lessee provides written notice of the default to Lessor. If the default cannot reasonably be cured within sixty (60) days, Lessor shall not be in default if Lessor commences to cure the default within such 60-day period and diligently and in good faith continues to cure the default until completion.
(b) R
ight to Cure; Lessee’s Remedies . If a Lessor default remains uncured beyond the expiration of the applicable cure period, Lessee, at its election, but without obligation therefor (i) may seek an order for specific performance, (ii) without releasing Lessor in whole or in part from Lessor’s obligations hereunder, Lessee may cure the default at Lessor’s cost provided that Lessee has provided Lessor with sixty (60) days advance written notice of Lessee’s election to do so and Lessor has not within such time notified Lessee that Lessor will cure the default, and/or (iii) may terminate this Lease, subject to any required consent of the Lenders.

Section 12.4 N
otices. Notices given by Lessor under Section 12.1 or by Lessee under Section 12.3 shall specify the alleged default and the applicable Lease provisions, and shall demand that Lessee or Lessor, as applicable, perform the appropriate provisions of this Lease within the applicable period of time for cure. No such notice shall be deemed a forfeiture or termination of this Lease unless expressly set forth in such notice.

ARTICLE 13.

QUIET ENJOYMENT AND POSSESSION; INSPECTIONS
Section 13.1 Quiet Enjoyment. Lessor covenants and warrants that Lessee, upon payment of all sums herein provided and upon performance and observance of all its covenants herein contained, shall peaceably and quietly have, hold, occupy, use and enjoy, and shall have the full, exclusive and unrestricted use and enjoyment of, all of the Leased Premises during the Term, subject only to the provisions of this Lease and all applicable Legal Requirements.

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Section 13.2 Lessor’s Right of Inspection. Notwithstanding Section 13.1 above, Lessor, in person or through its agents, upon reasonable prior notice to Lessee, shall have the right, subject to the rights of Tenants, to enter upon the Leased Premises for purpose of reasonable inspections performed during reasonable business hours in order to assure compliance by Lessee with its obligations under this Lease.

ARTICLE 14.

VACATION OF LEASED PREMISES
Section 14.1 Vacation Upon Termination. Lessee covenants that upon any termination of this Lease, whether by lapse of time or because of any of the conditions or provisions contained herein, Lessee will peaceably and quietly yield and surrender possession of the Leased Premises to Lessor. The foregoing, however, will be subject to the rights of Tenants or others in possession pursuant to Tenant Leases with Lessee, provided that such Tenants are not in default thereunder and attorn to Lessor as their lessor. An action of forcible detainer shall lie if Lessee holds over after a demand for possession is made by Lessor.

ARTICLE 15.

NON-MERGER
Section 15.1 Non-Merger. Except upon expiration of the Term or upon termination of this Lease, there shall be no merger of either this Lease or Lessee’s Estate with Lessor’s fee interest in the Land or Lessee’s fee interest in the Improvements by reason of the fact that the same person may acquire, own or hold, directly or indirectly (a) this Lease, Lessee’s Estate or any interest in this Lease or the Improvements, and (b) a fee interest in the Land or the Improvements, unless and until the Lessor, all Lenders with an Approved Loan, and all persons, including any assignee of Lessor, having an interest in (i) this Lease or Lessee’s Estate, and (ii) the fee estate in the Leased Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same.

ARTICLE 16.

TRANSFERS
Section 16.1 Restrictions on Transfer. The Regulatory Agreement (i) sets forth certain restrictions on the Transfer of the Project and Lessee’s interest in the Property, and on changes in the ownership and control of Lessee, and (ii) describes requirements for proposed Transfers. Lessee shall comply with all such restrictions and requirements, including without limitation the requirement that any approved transferee shall assume the rights and obligations of Lessee under this Lease, the

37 4859-3312-3005v4
Regulatory Agreement, and the other City Documents pursuant to a written instrument satisfactory to Lessor and recorded in the Official Records.

ARTICLE 17.

MISCELLANEOUS PROVISIONS

Section 17.1 Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing and shall be addressed and delivered by certified mail, return receipt requested; by reputable commercial delivery service; or by hand delivery by a reputable courier, to each Party at the addresses set forth below. Any such notice, request, demand or other communication shall be considered given or delivered, as the case may be, on the date shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the item was returned as undeliverable. By giving prior written notice thereof, any Party, from time to time, may change its address for notices under this Lease.

To Lessor: City of Pleasanton
123 Main Street
Pleasanton, CA 94566-0802
Attention: City Manager

With a copy to: Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attention: Susan E. Bloch, Esq.

To Lessee: Ridge View Commons II Associates, L.P.
c/o Eden Housing, Inc.
22645 Grand Street
Hayward, California 84541
Attention: President

With a copy to: Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attention: Nicole Kline, Esq.

With a copy to:

Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Tel: (410) 964-0552; Fax: (410) 772-2630
Attention: Asset Management

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With a copy to:

Email: [email protected]
Attention: Chief Legal Officer

With a copy to:

Craig A. Emden, Esq.

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, California 90071
Tel: (301) 634-0500; Fax: (213) 559-0747
Email: [email protected]

With a copy to: Silicon Valley Bank, a division of First-Citizens Bank & Trust Company 222 2nd Street, 17th Floor
San Francisco, CA 94105
Attention: Community Development Finance

Section 17.2 Interpretation. The terms of this Lease shall be construed in accordance with the meaning of the language used and shall not be construed for or against any Party by reason of the authorship of this Lease or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Lease.

Section 17.3 M
odifications; No Waiver. This Lease shall not be modified or amended in any respect, except by written instrument executed by the Parties. Any waiver by Lessor of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by Lessor to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay
by Lessor at any time to require strict
performance by Lessee of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

Section 17.4 Governing Law; Venue. This Lease, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of California without regard to conflict of law principles. Venue for any dispute hereunder shall be in Alameda County, California.

Section 17.5 B
inding Effect. This Lease shall inure to the benefit of and be binding upon the Parties hereto, their successors, administrators, executors and permitted assigns, subject to the limitations on Transfer set forth herein and in the Regulatory Agreement.

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Section 17.6 Severability. In the event any provision or portion of this Lease is held by any court of competent jurisdiction to be invalid or unenforceable, such holdings shall not affect the remainder hereof, and the remaining provisions shall continue in full force and effect to the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof, except to the extent the rights and obligations of the parties have been materially altered by such unenforceability.

Section 17.7 F
urther Assurances. From and after the date of this Lease, Lessor and Lessee, each agree to undertake such actions and to execute and deliver such instruments as reasonably requested to effectuate the provisions of this Lease.

Section 17.8 A
uthority to Execute Agreement . The persons executing this Lease on behalf of each Party each represent and warrant to the other Party that such persons have been duly authorized to execute and deliver this Lease.

Section 17.9 A ction by Lessor. The City Manager or his or her designee shall have the authority to consent to any matter requiring Lessor approval or consent as provided in this Lease, and to perform and carry out any activities concerning this Lease, including but not limited to, the execution of any additional agreements, addenda or amendments so long as such actions do not substantially affect the rights and obligations of Lessor as specified herein.

Section 17.10 H
eadings; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. Except as otherwise expressly stated herein, any reference to a particular section of this Agreement shall mean a reference to all subsections of such section. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Pleasanton shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject. Unless otherwise specified in this Lease, the terms “herein,” “hereof,” “hereinafter,” “hereunder” and other terms of like similar import, shall be deemed to refer to this Lease as a whole, and not to any particular paragraph or subparagraph hereof.

Section 17.11 En
tire Agreement; Exhibits. This Lease together with the City Documents contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements between the Parties with respect thereto.

Exhibits A through D attached hereto are incorporated herein.

S ection 17.12 Time of Essence. Time is and shall be of the essence in this Lease.

Section 17.13 Attorneys’ Fees. In any litigation or other action brought to enforce this Lease or regarding a dispute over terms of the Lease or the performance of a Party, the prevailing party in such litigation or action shall be entitled to attorneys’ fees and the costs of such litigation.

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Section 17.14 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Lease is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

Section 17.15 Parties Not Co-V
enturers; Independent Contractor; No Agency
Relationship. Nothing in this Lease is intended to or shall establish the Parties as partners, co- venturers, or principal and agent with one another. The relationship of Lessee and Lessor is and shall remain solely that of a tenant and landlord, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. Lessor neither undertakes nor assumes any responsibility or duty to Lessee (except as expressly provided in this Lease) or to any third party with respect to the Project.

Section 17.16 Survival. Lessee’s obligations pursuant to Sections 3.2, 7.4, 9.2, 9.3, 9.4, and 9.5 and all other provisions that expressly so state shall survive the expiration or termination of this Agreement.

Section 17.17 Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same agreement.

SIGNATURES ON FOLLOWING PAGE

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IN WITNESS WHEREOF, this Lease is made and entered into effective as of the date first written above.

LESSOR:

City of Pleasanton, a municipal corporation

By: _______________________________
Gerry Beaudin, City Manager

ATTEST:
_____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________________
Daniel G. Sodergren, City Attorney

LESSEE:

Ridge View Commons II Associates, L.P., a California limited partnership

By: Ridge View Commons LLC,
a California limited liability company,
its general partner

By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood, Chief of Real Estate Development and
Executive Vice President

4859-3312-3005v4
Exhibit A

LEGAL DESCRIPTION OF LEASED PREMISES

The land referred to is situated in the City of Pleasanton, County of Alameda, State of California, and is described as follows:

PARCEL 2 AS SHOWN ON PARCEL MAP NO. 5231, FILED APRIL 22, 1988, IN BOOK 176 OF MAPS AT PAGES 40 AND 41, ALAMEDA COUNTY RECORDS.

EXCEPTING FROM PARCEL TWO ALL BUILDINGS AND OTHER IMPROVEMENTS SITUATED ON ABOVE SAID LAND, WHICH ARE AND SHALL REMAIN AS REAL PROPERTY.

APN: 947-0008-010

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Exhibit B

FORM OF MEMORANDUM OF LEASE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasanton
123 Main Street
Pleasanton, CA 94566
Attention: City Manager

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

Space above this line for Recorder’s use.

MEMORANDUM OF GROUND LEASE
(Ridge View Commons)

THIS MEMORANDUM OF GROUND LEASE (the “Memorandum”) is dated as of _____________, 2024, and is executed by and between the City of Pleasanton, a California municipal corporation (the “Lessor”) and Ridge View Commons II Associates, L.P., a California limited partnership (the “Lessee”), with respect to that certain Ground Lease dated as of _________________, 2024 (the “Lease”), between the Lessor and the Lessee. All capitalized terms used in this Memorandum and not defined shall have the meaning set forth in the Lease.

1. Documentary Transfer Tax is not shown pursuant to Revenue and Taxation Code Section 11932. See that certain Statement of Documentary Transfer Tax Due, which shall be affixed to this Memorandum in the Official Records of Alameda County (“Official Records”) after record of this Memorandum is made and before the original is returned as specified in Government Code Section 27321.

2. Pursuant to the Lease, Lessor leases to Lessee and Lessee leases from Lessor that certain real property, more particularly described in Exhibit A, attached hereto and incorporated herein (the “Property”). The Commencement Date of the Lease shall be the date that this Memorandum is recorded in the Official Records, and the Lease shall remain in effect for the eighty-five (85) year period ending on the day preceding the eighty-fifth (85th) anniversary of the Commencement Date, unless sooner terminated pursuant to the terms and conditions of the Lease.

3. As more particularly set forth in the Lease, certain development, affordability, and occupancy restrictions apply to the use of the Property.

4. This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though fully set forth herein.

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5. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum. In the event of any inconsistency between the terms and conditions of this Memorandum and the terms and conditions of the Lease, the terms and conditions of the Lease shall control.

6. This Memorandum may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts so executed shall together constitute but one and the same instrument.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed as of the date first above written.

LESSOR:

City of Pleasanton, a municipal corporation

By: _______________________________
Gerry Beaudin, City Manager

ATTEST:
_____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________________
Daniel G. Sodergren, City Attorney

LESSEE:

Ridge View Commons II Associates, L.P., a California limited partnership

By: Ridge View Commons LLC,
a California limited liability company,
its general partner

By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood, Chief of Real Estate Development and
Executive Vice President

SIGNATURES MUST BE NOTARIZED.

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4859-3312-3005v4

ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)

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

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4859-3312-3005v4

ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)

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

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Exhibit A to Memorandum

PROPERTY

The land referred to is situated in the City of Pleasanton, County of Alameda, State of California, and is described as follows:

PARCEL 2 AS SHOWN ON PARCEL MAP NO. 5231, FILED APRIL 22, 1988, IN BOOK 176 OF MAPS AT PAGES 40 AND 41, ALAMEDA COUNTY RECORDS.

EXCEPTING FROM PARCEL TWO ALL BUILDINGS AND OTHER IMPROVEMENTS SITUATED ON ABOVE SAID LAND, WHICH ARE AND SHALL REMAIN AS REAL PROPERTY.

APN: 947-0008-010

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Exhibit C

REGULATORY AGREEMENT

[Attach form of Regulatory Agreement.]

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4859-3312-3005v4
Exhibit D

NOTE

[Attach form of Note.]

Item #7

CITY COUNCIL AGENDA REPORT

June 4, 2024
Community Development

TITLE: CONTINUED FROM MAY 21, 2024 - ADOPT A RESOLUTION APPROVING THE

RIDGE VIEW COMMONS SENIOR RENTAL HOUSING COMPLEX'S AMENDED

AND RESTATED LOAN AGREEMENT, GROUND LEASE AND REGULATORY

AGREEMENT, AND AUTHORIZE THE CITY MANAGER TO EXECUTE ALL

DOCUMENTS, INCLUDING SUBORDINATION AGREEMENTS, AND TAKE ALL

STEPS NECESSARY TO REFINANCING AND RENOVATION OF RIDGE VIEW

COMMONS

SUMMARY
Ridge View Commons (Ridge View) is a 200-unit Low Income Housing Tax Credit (LIHTC) rental housing development for seniors 62 years and older. Ridge View was constructed in 1989 on land at 5200 Case Avenue which is owned by the City and leased to Eden Housing, a non-profit public benefit corporation. Eden Housing pursued an update of its finances for the lease and operation of Ridge View, known as a resyndication, in 2019, 2020, and again in 2023 when it submitted an application to secure an allocation of low-income housing tax credits and tax-exempt bond financing. The Ridge View project successfully secured authority for approximately $40 million in tax-exempt bond financing and $32 million in equity to be provided by a low-income housing tax credit investor, for the purpose of rehabilitating and renovating the development. The official award was announced on December 6, 2023, and the award requires Eden Housing to close its financing and start renovation by approximately June 1, 2024. All the relevant City-related financing documents must be executed and delivered to escrow prior to the June 1, 2024, deadline.

RECOMMENDATION
Adopt a Resolution to:

1. Approve an Amended and Restated Ground Lease, an omnibus Assignment and Amendment to Loan Documents, an Amended and Restated Promissory Note, a Leasehold Deed of Trust, and a Regulatory Agreement, and authorize the City Manager, or designee, to execute each such document substantially in the forms attached to the Resolution, with such modifications as may be approved by the City Manager in consultation with the City Attorney;

2. Allow subordination of the City's Leasehold Deed of Trust to deeds of trust and regulatory agreements to be executed for the benefit of the project construction lender and required in connection with the bond financing for the project; and

3. Authorize the City Manager, or designee, to execute such additional documents and to take all steps necessary to implement the transactions described in this Agenda Report and the Resolution.

BACKGROUND
Constructed in 1989, Ridge View Commons – an Eden Housing development – is a 200-unit affordable age-restricted (62 and older) rental housing complex located at 5200 Case Avenue in Pleasanton. The City owns the land and leases it to Eden Housing; during the term of the lease, Eden Housing owns the buildings and improvements on the site. Ridge View's construction was financed through a combination of City loans and Low Income Housing Tax Credit (LIHTC) financing. There are two existing City loans: a $4,000,000 loan, which was a Housing Development Grant (“HDG”) Loan using federal funds granted to the City by the U.S.

Department of Housing and Urban Development (HUD), and a $2,457,000 loan that used the City Lower Income Housing Funds (LIHF).

Eden Housing has secured authority for approximately $40 million in tax-exempt bond financing and $32 million in equity to be provided by a low-income housing tax credit investor, which will allow Eden Housing to renovate the property while maintaining its long-term affordability. This new financing, known as resyndication, requires update, amendment and re- statement of a series of documents and agreements, to which the City is a party. Among other aspects, these agreements address the existing obligation to repay the City loans, which will be assumed by the partnership that will execute a new ground lease with the City and acquire and rehabilitate the project.

DISCUSSION
Eden Housing has secured a commitment of 4% tax credit and tax-exempt bond financing, and a construction and permanent conventional loan in the amount of approximately $39,668,600 from Silicon Valley Bank (SVB), a division of First Citizens Bank & Trust Company. The SVB loan will be recorded in senior position to the City's loans. In accordance with the tax credit resyndication schedule, and as required by the project lender, Eden Housing intends to close all financing for the project June 1, 2024, or shortly thereafter, and immediately commence with the project renovation.

Staff, in consultation with outside legal counsel, has negotiated updated agreements that will specifically address the requirements and expectations for the City’s financing and lease of the property, and in several instances will improve the terms of the existing agreements. The form agreements are attached to the Resolution, which are collectively provided as Attachment 1.

Major provisions of the documents pertaining to the terms of the Ground Lease and Regulatory Agreement are summarized herein:

Amended and Restated Ground Lease
The existing Ground Lease has a 50-year term that expires in 2038 and requires an annual ground rent of $1.00 for the 10-acre land parcel. Key terms of the Ground Lease have been renegotiated as follows:
• The amended and restated Ground Lease will have a new and extended term of 75 years, commencing on the closing date (i.e., expiring in 2099). This will allow for a term that is substantially longer than the standard 55-year tax credit affordability restriction.

The extended Ground Lease is required for Eden Housing to close its tax credit resyndication deal.

• Maximum rents are set at 60% AMI for the first 55 years, and at 80% AMI thereafter.

The current affordability restrictions will transition, upon vacancy, to the new tax credit restrictions. This is explained in more detail under the Regulatory Agreement section below.
• Establishes a residual receipts ground lease payment, payable from annual project surplus cash to be allocated between the Ground Lease and the City loans. In the aggregate, a capitalized ground rent payment to the City, in the amount of $5 million, will be payable over the life of the Ground Lease, subject to availability of surplus cash.

Promissory Note and Leasehold Deed of Trust
• The two existing City loans in the amount of $4 million and $2.475 million will be consolidated, amended, and restated to reflect the current outstanding principal balances and accrued interest. The projected assumption of the two City loans at $10,908,538.06 ($4 million in principal plus $6,908,538.06 current/projected interest) and $5,715,845.30 ($2.475 million in principal plus $3,240,845.30 in current/projected interest) will be recast into a single promissory note that will accrue interest at the Applicable Federal Rate. Repayment of the amended and restated note will be secured by a Leasehold Deed of Trust. The Promissory Note will be payable from project residual receipts (i.e., net cash flow after all approved project expenses and payments to reserves). During the first 15 years, 33% of annual project residual receipts will be allocated toward payment of the City loan and Ground Lease rent; thereafter, the City share will increase to 50% of residual receipts.
• The entire outstanding balance of principal and interest will be due and payable to the City 55 years from the date that project rehabilitation is completed. • Future transfers of the project are subject to City review and approval. • Projections show an annual net cash flow of approximately $30,000 to the City that could be applied toward either the City loan or the ground lease rent. In addition, it is estimated the City would receive approximately $300,000, subject to a completed auditor's cost certification at the end of construction, which would be applied to repaying the City loan. The start of the renovation date is established as approximately June 1, 2024, with a completion date of approximately September 30, 2025.

Regulatory Agreement
The Regulatory Agreement establishes the required project affordability, occupancy, use and property management requirements, including the following key terms:
• Sets affordable unit levels that will, upon vacancy, transition from the existing 25%, 33%, 50%, and 60% AMI levels to correspond to the new tax credit restrictions -- 30%, 50%, 60%, and 80% AMI income and rent levels. Note that the 80% AMI level is required in order to generate tax credits on units where existing tenants are currently over-income. Per these terms, no existing tenant will have rents raised other than by the annual allowable increase (see below). Any adjustments to new AMI income levels will be made only when units are vacated and re-tenanted.