Pleasanton City Council
January 20, 2026

CITY COUNCIL

REGULAR MEETING AGENDA
Tuesday, January 20, 2026
7:00 PM
City Council Chamber
200 Old Bernal Avenue
Pleasanton, CA 94566

Cm. Nibert Teleconference Location:
52 Hopetoun Rd, Drouin, VIC, 3818 Australia

The meeting will be held in-person, broadcast live on Channel 29 and streamed live for viewing at the following links TV30 https://www.tri-valleytv.org, the City's website in the Meetings portal (a red dot will indicate a live meeting) https://www.cityofpleasantonca.gov/, and the City's YouTube channel: 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
• Welcome and Pledge of Allegiance - Cm. Eicher
• Roll Call
Resolution No. 2026-001
Ordinance No. 2304

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 meeting minutes of November 18, 2025, December 2, 2025, December 3, 2025, and December 16, 2025
Community and Economic Development

2. Actions of the Zoning Administrator and Planning Commission

City Council Agenda Page 2 of 3 January 20, 2026

3. Adopt a resolution approving a Ground Lease Amendment for Promenade Apartments at 5300 Case Avenue
Finance

4. Public Hearing - Adopt a resolution finding that certain development impact fees subject to the Mitigation Fee Act (Government Code section 66000, et seq.) are unexpended after five years and the funds are committed to particular projects

5. Accept the monthly disbursements and investment report for November 2025 Library and Recreation

6. Approve the Library Commission's workplan priorities for fiscal years 2025/26- 2026/27
Public Works

7. Authorize the City Manager to enter into the first amendment to the Maintenance and Trade Services agreement with East Bay Pool Service, Inc. for pool maintenance services and repairs, increasing the annual not-to-exceed amount by $75,000 to $254,950, increasing the cumulative not-to-exceed amount to $1,124,750, and extending the term through fiscal year 2027/28

8. Authorize the City Manager to amend the professional services contracts and increase the on-call general civil engineering professional services agreements with Pakpour Consulting Group, Inc., Mark Thomas, Wood Rodgers, Inc., and Ruggeri-Jensen-Azar to a grouped aggregate not-to-exceed contract limit of $1,250,000, an increase of $500,000, through June 30, 2026

9. Authorize the City Manager to enter into a professional services agreement with Operational Technical Services, LLC for staff augmentation services in an amount not-to-exceed $1,500,000 for a three-year term

10. Authorize the City Manager to enter into a professional services agreement with Woodard & Curran, Inc. to support sewer system operations in an amount not-to- exceed $500,000 for a five-year term

11. Authorize the City Manager to enter into an on-call professional services agreement with Pakpour Consulting Group, Inc. for Utility Program Manager Services, in an amount not-to-exceed $5 million for a five-year term and approve the budget amendments

MEETING OPEN TO THE PUBLIC

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

PUBLIC HEARINGS AND OTHER MATTERS

City Council Agenda Page 3 of 3 January 20, 2026

If necessary to ensure completion of the following items, the Mayor may alter time limits.

13. Accept the audited financial statements of the City of Pleasanton including the Annual Comprehensive Financial Report and other related audit reports for the fiscal year ended June 30, 2025

14. Receive an update on Utilities System Activity advancing the ONE Pleasanton Strategic Priority, Investing in Our Environment

MATTERS INITIATED BY COUNCIL

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

CITY MANAGER UPDATES

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 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 translation or interpretation assistance, please provide at least two working days’ notice prior to the meeting date.

City Council Minutes Page 1 of 5 November 18, 2025

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Tuesday, November 18, 2025
7:00 PM

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

ROLL CALL

Present: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch

Absent: None.

REPORT ON CLOSED SESSION
There was no report out because the closed session meeting was canceled.

AGENDA AMENDMENTS
Councilmember Testa removed item 4 from the consent calendar for further discussion.

Councilmember Eicher removed the Planning Commission's approval of P23-0563 (4400 Black Avenue) from item 3 on the consent calendar for City Council review. [Note: This action was subsequently rescinded by Councilmember Eicher on November 21, 2025.]

CONSENT CALENDAR
Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

MOTION: It was m/s by Eicher/Testa to approve the consent calendar items as recommended, except item 3 as amended and item 4 which was removed from the consent calendar. Motion passed by the following vote:

Ayes:

Coun
cilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch
Noes:

None

Absent: None
City Manager

1. Approve meeting minutes of October 21, 2025
Recommendation: Appro
ve meeting minutes of October 21, 2025.

Item #1

City Council Minutes Page 2 of 5 November 18, 2025

2. Adopt a resolution setting the 2026 calendar year City Council meeting schedule Recommendation: Adopt Resolution No. 2025-061 setting the 2026 calendar year City Council meeting schedule.

Community and Economic Development

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

5. Adopt resolutions concurring with the Altamont Landfill and Resource Recovery Facility Open Space Advisory Committee's recommended determination that expenditures totaling $271,803 in Altamont Open Space Funds for consulting services are consistent with the Altamont Landfill Settlement Agreement Recomme
ndation: Adopt Resolution Nos. 2025-062 and 2025-063 concurring with the Altamont Landfill and Resource Recovery Facility Open Space Advisory Committee's recommended determination that expenditures totaling $271,803 in Altamont Open Space Funds for consulting services are consistent with the Altamont Landfill Settlement Agreement.

Public Works

6. Authorize the City Manager to enter into a purchase order with Belkorp AG, LLC for the purchase of one John Deere 9009A Terraincut Rough Mower in an amount not to exceed $129,161, inclusive of a 15 percent contingency Recomme
ndation: Approve the purchase order of one John Deere 9009A TerrainCut Rough Mower from Belkorp Ag, LLC in an amount not to exceed $129,161, inclusive of a 15 percent contingency, and authorize the City Manager to execute all purchase documents related to this procurement.

7. Authorize the City Manager to enter into a purchase order with Peterson CAT for the purchase of one Caterpillar 255 Compact Track Loader in an amount not to exceed $200,022,inclusive of a 15 percent contingency
Recomme
ndation: Authorize the City Manager to enter into a purchase order with Peterson CAT for the purchase of one Caterpillar 255 Compact Track Loader in an amount not to exceed $200,022,inclusive of a 15 percent contingency.

MEETING OPEN TO THE PUBLIC

8. Presentation of a commendation to Pleasanton Military Families for their years of service to the Pleasanton Community

City Council Minutes Page 3 of 5 November 18, 2025
Councilmember Gaidos presented the commendation to Pleasanton Military Families.

9. Public Comment regarding items not listed on the agenda Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

PUBLIC HEARINGS AND OTHER MATTERS

10. Receive an update on the outcome of stakeholder engagement and facility feasibility and cost analysis, and direct staff to meet and confer with Pleasanton Garbage Service to negotiate a three to five-year extension of the current franchise agreement for solid waste management services in Pleasanton and bring a recommendation back to City Council no later than July 2026
Recommendation: Receive an update on the outcome of stakeholder engagement and facility feasibility and cost analysis, and direct staff to meet and confer with Pleasanton Garbage Service to negotiate a three- to five-year extension of the current franchise agreement for solid waste management services in Pleasanton and bring a recommendation back to City Council no later than July 2026.

Presentation by ZeeLaura Page, Waste and Recycling Manager, and Rob Hilton (HF&H).

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

Andrea Bloom, Bob Sanchez, Martin Inderbitzen, and Vicki LaBarge.

Mayor Balch closed the public comment.

MOTION: It was m/s by Gaidos/Nibert to approve the item as recommended with direction to include for future discussion options for alternative recycling services.

Motion passed by the following vote:

Ayes: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch Noes: None

Absent: None

11. Receive a report on the Dublin/Pleasanton BART Station Concept Plan and provide direction on preliminary site re-use options
Recomme
ndation: Receive a report on the Dublin/Pleasanton BART Station Concept Plan and provide direction on preliminary site re-use options.

Presentation by Shweta Bonn, Senior Planner, Rick Williams (Van Meter Williams Pollack), Preeti Srinivasan (BART), and Shannon Dodge (BART).

City Council Minutes Page 4 of 5 November 18, 2025
Mayor Balch opened public comment. The following individuals provided comment:

Sharon Piekarski, Lisa Perry, Terry Young, Bob Sanchez, and TJ McGrath.

Mayor Balch closed the public comment.

Mayor Balch called a recess at 9:41 p.m. and reconvened the meeting at 9:49 p.m.

4. Review modifications to the installed monument sign and proposed canopy, and adopt a resolution upholding the Zoning Administrator’s approval of a Sign Design Review Application (P24-0731) to install new monument, wall, canopy, and pump signage as part of a gas station rebranding for Gulf Gas Station located at 4212 First Street with modifications to the previously approved monument sign
Recomme
ndation: Review modifications to the installed monument sign and proposed canopy, and adopt Resolution No. 2025-064 upholding the Zoning Administrator’s approval of a Sign Design Review Application (P24-0731) to install new monument, wall, canopy, and pump signage as part of a gas station rebranding for Gulf Gas Station located at 4212 First Street with modifications to the previously approved monument sign and Conditions of Approval.

Mayor Balch opened public comment. The following individuals provided comment: Guy Houston.

Mayor Balch closed the public comment.

MOTION: It was m/s by Testa/Nibert not to approve the item as recommended, including the proposed canopy. Motion failed by the following vote:

Ayes:

Coun
cilmembers Nibert, Testa
Noes:

Coun
cilmembers Eicher, Gaidos, Mayor Balch

Absent:

None
MOTIO
N: It was m/s by Gaidos/Eicher to approve the item as recommended and indicated support for lighting on the nearby palm tree. Motion passed by the following vote:

Ayes:

Coun
cilmembers Eicher, Gaidos, Mayor Balch
Noes:

Coun
cilmembers Nibert, Testa

Absent:

None

12. Adopt the following resolutions:
a. Adopt a resolution to accept the FY 2024/25 year-end operating budget report, approve budget amendments in multiple funds, and designate the General Fund balance

City Council Minutes Page 5 of 5 November 18, 2025
Recommendation: Adopt Resolution No. 2025-065 to accept the FY 2024/25 Year- End Operating Budget report, approve budget amendments in multiple funds, and designate the June 30, 2025 General Fund balance.
b. Adopt a resolution to accept the FY 2024/25 Year-end Financial and Program Delivery Report for the Capital Improvement Program (CIP)
Recommendation: Adopt Resolution No. 2025-066 to accept the Fiscal Year 2024/25 year-end financial and program delivery report for the Capital Improvement Program (CIP) and approve the carryforwards as included in the report.

Presentation by Susan Hsieh, Finance Director, and Adam Nelkie, Assistant Director of Public Works/City Engineer.

Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

MOTION: It was m/s by Eicher/Testa to approve the item as recommended with direction not to allocate the $3,000,000 in the 115 Fund at this time. Motion passed by the following vote:

Ayes: Councilmembers Eich
er, Gaidos, Nibert, Testa, Mayor Balch
Noes: None

Absent: None

MATTERS INITIATED BY COUNCIL
Councilmember Testa requested a re-evaluation of the cost estimated by staff to
update the sign ordinance. The request failed for lack of majority consensus.

Councilmember Nibert requested, and by majority consensus, the City Council agreed to include in the February budget discussion, evaluation of the potential use of funds to update the sign ordinance.

COUNCIL REPORTS
Councilmembers reported on regional and local meetings attended.

ADJOURNMENT
Mayor Balch adjourned the meeting at 11:15 p.m.
______________________
Jocelyn Kwong, City Clerk

City Council Minutes Page 1 of 5 December 2, 2025

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Tuesday, December 2, 2025
7:00 PM

CALL TO ORDER
Mayor Balch 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 Eicher, Gaidos, Nibert, Testa, Mayor Balch

Absent: None.

AGENDA AMENDMENTS
None.

CONSENT CALENDAR
Mayor Balch opened public comment. There being no speakers, Mayor Balch closed public comment.

MOTION: It was m/s by Councilmember Gaidos/Councilmember Nibert to approve the consent calendar as recommended. Motion passed by the following vote:

Ayes: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch Noes: None

Absent: None
City Manager

1. Approve meeting minutes of November 4, 2025 and November 10, 2025 Recomme
ndation: Approve meeting minutes of November 4, 2025 and November 10, 2025.

Community and Economic Development

2. Actions of the Zoning Administrator and Planning Commission Recomme
ndation: Actions of the Zoning Administrator and Planning Commission.

3. Adopt a resolution amending the Vineyard Avenue Corridor Specific Plan to allow

City Council Minutes Page 2 of 5 December 2, 2025
the installation of gates on private drives under specified circumstances; and introduce an ordinance to modify Planned Unit Development 54 to install an electric gate at the entrance to Winding Oaks Drive, including findings of conformance to the Vineyard Area Corridor Specific Plan Environmental Impact Report under CEQA Guidelines Section 15162
Recommendation:

1. Find that the proposed project is within the scope of the Vineyard Area Corridor Specific Plan (VACSP) Environmental Impact Report (EIR). No additional environmental review is required under the California Environmental Quality Act (CEQA) Section 15162 because no substantial changes to the PUD are proposed, no substantial changes have occurred with respect to the circumstances under which the project is undertaken, and no new information of substantial importance shows that the project will have one or more significant effects not discussed in the previous EIR

2. Find that the proposed amendments the VACSP are consistent with the goals and policies of the General Plan

3. Adopt Resolution No. 2025-067 approving the amendments to the VACSP to allow the installation of gates on private drives at the discretion of the Community and Economic Development Director or their designee

4. Introduce Ordinance No. 2302 to approve the application for a Planned Unit Development Major Modification to PUD-54's approved development plan to install an electric gate at the entrance to Winding Oaks Drive.

Public Works

4. Reject all bids from the July 16, 2025, and the August 20, 2025, bid solicitations and authorize the City Manager to enter into an agreement with FE Controls Corporation for the Operations Service Center (OSC) Fire Alarm and Notification System Project, CIP No. 23457, the Library Fire Alarm Upgrade Project, CIP No. 26386, and for fire alarm retrofits at the Operations Service Center Livermore- Pleasanton Fire Department (OSC-LPFD) and Pleasanton Police Stations in an amount not to exceed $742,826.73
Recommendation:

1. Reject all proposals from the July 16, 2025, and the August 20, 2025, bid solicitations.

2. Award and authorize the City Manager to enter into a construction contract with FE Controls Corporation of Fremont, CA, in the amount of $742,826.73 for the OSC Fire Alarm & Notification System Project, CIP No. 23457, the Library Fire Alarm Upgrade Project, CIP No. 26386, and for fire alarm retrofits at the Operations Service Center Livermore-Pleasanton Fire Department (OSC-LPFD) and Pleasanton Police Station.

City Council Minutes Page 3 of 5 December 2, 2025

3. Authorize the Director of Public Works to execute a task authorization with an existing on-call architectural or construction management firm in the amount of $100,000 for design and construction support services.

4. Authorize the Director of Public Works to execute an amendment to the maintenance contract to add new control panels for remote monitoring devices by the City’s contracted fire alarm monitoring and maintenance service upon completion of the fire alarm upgrades.

5. Authorize the Director of Public Works or authorized designee to approve and execute contract change orders within a project contingency amount not to exceed $200,000 (approximately 20 percent), included in the project's funding.

5. Authorize the City Manager to enter into a purchase order with Rush Enterprises, Inc. for the purchase of one Ford F-350 truck and two Ford F-550 trucks; and with National Auto Fleet for the purchase of three Ford F-150 Lightning electric pickup trucks, funded through the Water and Sewer Internal Service Funds (Fund 434 and 424) for a total of six vehicles for a combined not-to-exceed amount of $571,026(inclusive of a 15 percent contingency)
Recommendation: Authorize the City Manager to enter into a purchase order with Rush Enterprises, Inc. for the purchase of one Ford F-350 truck and two Ford F- 550 trucks; and with National Auto Fleet for the purchase of three Ford F-150 Lightning electric pickup trucks, funded through the Water and Sewer Internal Service Funds (Fund 434 and 424) for a total of six vehicles for a combined not-to- exceed amount of $571,026(inclusive of a 15 percent contingency).

MEETING OPEN TO THE PUBLIC

6. Public Comment regarding items not listed on the agenda Mayor Balch opened public comment. The following individuals provided comment:

Rishabh Praveen, Dave Jagoe, Ramesh Immadi, and Ellie Senior Elf.

Mayor Balch closed the public comment.

PUBLIC HEARINGS AND OTHER MATTERS

7. Introduction of proposed Memorandum of Understanding between the City of Pleasanton and the Pleasanton City Employees Association/AFSCME Local 955, with term ending March 31, 2028
Recommendation: Obtain public input and receive comments on the key elements of the tentative agreement negotiated between the Pleasanton City Employees

City Council Minutes Page 4 of 5 December 2, 2025
Association/AFSCME Local 955 and the City of Pleasanton.

Presentation by Xaviera Scoggins, Director of Human Resources and Labor Negotiations, and Tim Davis (Burke, Williams, and Sorensen).

Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

8. Introduce an Ordinance amending Chapter 18 Zoning of the Pleasanton Municipal Code (PMC) and finding that such amendments are exempt from the California Environmental Quality Act (CEQA) under Guidelines Section 15061(b)(3) (common sense exemption) and amending Chapters 18.08, 18.12, 18.20, 18.22, 18.68, 18.103, 18.104, 18.105,

18.110, 18.116, 18.124, 18.128, 18.132, and 18.144 of the PMC to implement modifications to Design Review, noticing, appeals, and other process streamlining, and rescinding City Council Resolution No. 91-132, as filed under case number P25-0352 Recommendation:

1. Find that the proposed amendments to the Pleasanton Municipal Code (PMC) are statutorily exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 15061(b)(3).

2. Introduce Ordinance No. 2303 approving Case P25-0352, rescinding City Council Resolution No. 91-132, and amending Chapters 18.08, 18.12, 18.20,

18.22, 18.68, 18.103, 18.104, 18.105, 18.110, 18.116, 18.124, 18.128, 18.132, and 18.144 of the PMC.

Presentation by Emily Carroll, Associate Planner, and Megan Campbell, Planning & Sustainability Specialist.

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

Arne Olson, Advaith Krishnakumar, and Arjun Gupta.

Mayor Balch closed the public comment.

MOTION: It was m/s by Councilmember Eicher/Councilmember Gaidos to approve the item as recommended with an amendment to retain the noticing radius at 1,000 feet for all projects except for administrative design review items that will have a noticing radius of 300 feet. Motion passed by the following vote:

Ayes: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch Noes: None

Absent: None

9. Receive an update on Economic Development Activity to advance the ONE Pleasanton Strategic Priority: Building a Community Where Everyone Belongs E.4 regarding implementation of the updated 2024-2028 Economic Development

City Council Minutes Page 5 of 5 December 2, 2025
Strategic Plan
Recommendation: Receive the update on economic development activities supporting the ONE Pleasanton Strategic Priority: Building a Community Where Everyone Belongs, E.4. Implement the updated 2024-2028 Economic Development Strategic Plan.

Presentation by Melinda Denis, Deputy Director of Community and Economic Development.

Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

MATTERS INITIATED BY COUNCIL
None.

COUNCIL REPORTS
Councilmembers reported on regional and local meetings attended.

ADJOURNMENT
Mayor Balch adjourned the meeting at 9:17 p.m.
______________________
Jocelyn Kwong, City Clerk

CALL TO ORDER

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Wednesday, December 3, 2025
5:00 PM

Mayor Balch called the Special Meeting Closed Session of the City Council to order at the hour of 5:00 p.m. from the City Council Conference Room located at 200 Old Bernal Avenue.

ROLL CALL

Present: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch

Absent: None.

1. Public Comment - Comments are limited to only those items listed on the agenda Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

ADJOURN TO CLOSED SESSION

2. PUBLIC EMPLOYEE PERFORMANCE EVALUATION per Gov’t Code §54957(b):

Title: City Manager and City Attorney

3. CONFERENCE WITH LABOR NEGOTIATORS per Gov't Code section 54957.6:

Agency designated representative: Daniel Keen
Unrepresented employees: City Manager and City Attorney

REPORT ON CLOSED SESSION
No reportable action.

ADJOURNMENT
Mayor Balch adjourned the meeting at 9:05 p.m.

Jocelyn Kwong, City Clerk

City Council Minutes Page 1 of 1 December 16, 2025

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Tuesday, December 16, 2025
6:30 PM

CALL TO ORDER
Mayor Balch called the Special Meeting Closed Session of the City Council to order at the hour of 6:30 p.m. from the City Council Conference Room located at 200 Old Bernal Avenue.

ROLL CALL

Present: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch

Absent: None.

1. Public Comment - Comments are limited to only those items listed on the agenda Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

ADJOURN TO CLOSED SESSION

2. PUBLIC EMPLOYEE PERFORMANCE EVALUATION per Gov’t Code §54957(b):

Title: City Manager and City Attorney

ADJOURNMENT
Mayor Balch adjourned the meeting at 6:43 p.m.
______________________
Jocelyn Kwong, City Clerk

City Council Minutes Page 1 of 7 December 16, 2025
CALL

TO ORDER

CITY OF PLEASANTON

CITY COUNCIL

MINUTES
Tuesday, December 16, 2025
7:00 PM
May
or Balch 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 Eicher, Gaidos, Nibert, Testa, Mayor Balch

Absent: None.

REPORT ON CLOSED SESSION
City Attorney Sodergren stated there was no reportable action.

AGENDA AMENDMENTS
Councilmember Eicher removed item 9 from the consent calendar for further discussion.

Councilmember Testa removed item 1 from the consent calendar for further discussion.

CONSENT CALENDAR
Mayor Balch opened public comment. The following individuals provided comment:

Christine Dillman.

Mayor Balch closed the public comment.

Mayor Balch recused from item 3 as there is an item for a sign permit for St. Augustine's Church which is within 150 feet of his residence.

Mayor Balch provided an oral summary of changes in compensation for local agency executives regarding item 2 on the consent calendar, which amends the employment contracts for the City Attorney and City Manager to increase their salaries by 3.5% effective September 1, 2025.

MOTION: It was m/s by Councilmember Gaidos/Councilmember Eicher to approve the consent calendar, except items 1 and 9, as recommended. Motion passed by the following vote:

Ayes: Councilmembers Eicher, Gaidos, Nibert, Testa, Mayor Balch Noes: None

Absent: None

City Council Minutes Page 2 of 7 December 16, 2025
City Council

2. A
pprove amended Employment Contracts of City Manager Gerry Beaudin and City Attorney Dan Sodergren to provide for salary increases of 3.5% effective September 1, 2025
Recommendation: Approve amended Employment Contracts of City Manager Gerry Beaudin and City Attorney Dan Sodergren to provide for salary increases of

3.5% effective September 1, 2025.

Community and Economic Development

3. A
ctions of the Zoning Administrator and Planning Commission Recommendation: Actions of the Zoning Administrator and Planning Commission.

4. Adopt Ordinance No. 2302 approving a major modification to the approved development plan for PUD-54, to install an electric gate at the entrance to Winding Oaks Drive, as filed under Case No. PUD-54-01M
Recommendation: Adopt Ordinance No. 2302 approving a major modification to the approved development plan for PUD-54, to install an electric gate at the entrance to Winding Oaks Drive, as filed under Case No. PUD-54-01M.

5. Adopt Ordinance No. 2303 finding amendments to the Zoning Code are exempt from the California Environmental Quality Act under guidelines section 15061(b)(3) and approving amendments to Chapters 18.08, 18.12, 18.20, 18.22, 18.68, 18.103,

18.104, 18.105, 18.110, 18.116, 18.124, 18.128, 18.132, and 18.144 of the Pleasanton Municipal Code to implement modifications to design review, noticing, appeals, and other process streamlining, and rescinding City Council Resolution No. 91-132, as filed under Case P25-0352
Recommendation: Adopt Ordinance No. 2303 finding amendments to the Zoning Code are exempt from the California Environmental Quality Act under guidelines section 15061(b)(3) and approving amendments to Chapters 18.08, 18.12, 18.20,

18.22, 18.68, 18.103, 18.104, 18.105, 18.110, 18.116, 18.124, 18.128, 18.132, and

18.144 of the Pleasanton Municipal Code to implement modifications to design review, noticing, appeals, and other process streamlining, and rescinding City Council Resolution No. 91-132, as filed under Case P25-0352.

6. Authorize the City Manager to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc, in the amount of $168,858 for the development of a Railroad Quiet Zone in Pleasanton

City Council Minutes Page 3 of 7 December 16, 2025
Recommendation: Approve and authorize the City Manager to execute the Design Professional Services Agreement with Kimley-Horn and Associate, Inc., in the amount of $168,858 for the development of a Railroad Quiet Zone in Pleasanton.

7. Approve $453,435 in additional grant funding towards the construction and operation of Tri-Valley Haven’s domestic violence shelter including $228,805 in Permanent Local Housing Alllocation (PLHA) Funds for near-term shelter operating costs; and $224,630 in federal Community Development Block Grant (CDBG) funding for the shelter rebuild currently in progress
a. Appr
ove the City of Pleasanton’s Application for $228,805 in Permanent Local Housing Allocation (PLHA) Funding to support Tri-Valley Haven's near-term operation of the domestic violence shelter, including related actions to 1) Authorize the City Manager to submit an application to the State of California, Department of Housing and Community Development for the PLHA funds and accept the funds upon award, and 2) Approve related budget adjustments in Miscellaneous Grant Fund (Fund 116); and 3) Approve an Amendment to the Professional Services Agreement with Tri-Valley Haven for shelter operating costs Recommendation:

1. Approve and authorize the City Manager or his designee to submit an application for $228,805 in Permanent Local Housing Allocation (PLHA) funding to the State of California, Department of Housing and Community Development (HCD), and accept the funds upon award.

2. Approve related budget amendments in the miscellaneous grant fund (Fund 116) for fiscal year (FY) 2025/26; funding for FY 2026/27 will be included as part of the Mid-Term Budget Update.

3. Approve and authorize the City Manager to execute the attached Amendment to the Professional Services Agreement with Tri-Valley Haven for shelter operating costs.
b. Di
rect staff to complete the Substantial Amendment to the Fiscal Year 2025/26 Annual Action Plan to allocate $224,630 in federal Community Development Block Grant (CDBG) funds to Tri-Valley Haven
Recommendation: Direct staff to complete the Substantial Amendment to the Fiscal Year 2025/2026 Annual Action Plan to allocate $224,630 in federal Community Development Block Grant (CDBG) funds to Tri-Valley Haven. The formal amendment to the action plan and any necessary budget amendments will be provided to the City Council for approval at a future meeting.

City Council Minutes Page 4 of 7 December 16, 2025
Finance

8. Acce
pt the monthly disbursements and investment report for October 2025 Recommendation: Accept claim disbursements in the amount of $18,932,285 and the investment report for the month of October 2025.

Human Resources

10. A
dopt a resolution approving the proposed Memorandum of Understanding between the City of Pleasanton and the Pleasanton City Employees Association/AFSCME Local 955, with term ending March 31, 2028 Recommendation: Adopt Resolution No. 2025-068 approving the proposed Memorandum of Understanding between the City of Pleasanton and the Pleasanton City Employees Association/AFSCME Local 955, covering the period April 1, 2025, through March 31, 2028.

11. Adopt a resolution approving the proposed pay schedule for management and confidential employees
Recommendation: Adopt Resolution No. 2025-069 approving the proposed pay schedule for management and confidential employees effective September 1, 2025.

12. Adopt a resolution approving compensation for Temporary, Part-time/Seasonal classifications and amending the salary structure
Recommendation: Adopt Resolution No. 2025-070 approving compensation for Temporary, Part-time/Seasonal classifications and amending the salary structure effective January 1, 2026.

Information Technology

13. A
uthorize the City Manager to enter into an agreement with the Environmental Systems Research Institute (ESRI) for Geographic Information System (GIS) service and software maintenance in the amount of $191,400 for a period of three years
Recommendation: Approve and authorize the City Manager to execute an agreement with the Environmental Systems Research Institute (ESRI) for Geographic Information System (GIS) service and software maintenance in the amount of $191,400 for a period of three years.

City Council Minutes Page 5 of 7 December 16, 2025
Library and Recreation

14. Adop
t a resolution updating the Master Fee Schedule Section XII - Pioneer Cemetery
Recommendation: Adopt Resolution No. 2025-071 amending the Master Fee Schedule for the Pleasanton Pioneer Cemetery (Section XII).

15. Authorize the City Manager to enter into an agreement with American Cemetery Maintenance and Burial for Professional Cemetery Operation Services in the amount not to exceed $175,000 for a one-year contract
Recommendation: Authorize the City Manager to enter into an agreement with American Cemetery Maintenance and Burial for Professional Cemetery Operation Services in the amount not to exceed $175,000 for a one-year contract.

16. Authorize the City Manager to enter into an agreement with Black Tie Transportation to provide management and operations for the Pleasanton Rides program for a period of five years in an amount not to exceed $1,892,400 Recommendation: Authorize the City Manager to enter into an agreement with Black Tie Transportation to provide management and operations for the Pleasanton Rides program for a period of five years in an amount not to exceed $1,892,400.

17. Approve the Parks and Recreation Commission's workplan priorities for Fiscal Years 2025/26-2026/27
Recommendation: Approve the Parks and Recreation Commission's workplan priorities for Fiscal Years 2025/26-2026/27.

MEETING OPEN TO THE PUBLIC

18. Pu
blic Comment regarding items not listed on the agenda
Mayor Balch opened public comment. The following individuals provided comment:

Debbie Wallace.

May
or Balch closed the public comment.

PUBLIC HEARINGS AND OTHER MATTERS

19. Rec
eive a milestone progress report and a presentation on the Asset Management Plan Results, CIP No. 24460
Recommendation: Receive a milestone progress report and a presentation on the Asset Management Plan Results, CIP No. 24460.

City Council Minutes Page 6 of 7 December 16, 2025
Presentation by Adam Nelkie, Assistant Director of Public Works/City Engineer, and Colin Chung (Kayuga Solutions).

Mayor Balch opened
public comment. There being no speakers, Mayor Balch
closed the public comment.

Mayor Balch calle
d a recess at 8:57 p.m. and reconvened the meeting at 9:03 p.m.

9. Adopt a resolution approving an update to the City's Purchasing Procedures Manual Recommendation: Adopt Resolution No. 2025-072 approving an update to the Purchasing Procedures Manual.

Mayor Balch opened public comment. There being no speakers, Mayor Balch closed the public comment.

MOTION: It was m/s by Councilmember Eicher/Councilmember Gaidos to approve the item as recommended. Motion passed by
the following vote:

Ayes: Councilm
embers Eicher, Gaidos, Nibert, Testa, Mayor Balch
Noes: None

Absent: None

1. Ratify Mayor's appointment of a Vice Mayor and City Council assignments to various boards and commissions for calendar year 2026
R
ecommendation: Ratify Mayor's appointment of Councilmember Matt Gaidos as Vice Mayor and the City Council assignments to various boards and commissions for calendar year 2026.

Councilmember Testa requested to be removed f rom the Altamont Community Monitor Committee and requested that it be assigned to either a Councilmember or to a Pleasanton community member. Councilmember Gaidos volunteered to continue as the member on the committee until such time that a replacement member is appointed.

MOTION: It was m/s by Counci lmember Testa/Councilmember Eicher to approve the item with an amendment to appoint Councilmember Gaidos as the member on the Altamont Landfill Community Monitor Committee until a replacement assignment is com pleted. In addition, the City Council directed that a recruitment be opened for a Pleasanton community member to serve on the committee. Motion passed by
the following vote:

Ayes: Councilmembers Eic her, Gaidos, Nibert, Testa, Mayor Balch Noes: None

Absent: None

City Council Minutes Page 7 of 7 December 16, 2025

MATTERS INITIATED BY COUNCIL
Councilmember Testa requested support to explore a vacancy tax for the downtown area. The request failed for lack of majority consensus.

COUNCIL REPORTS
Councilmembers reported on regional and local meetings attended.

ADJOURNMENT
Mayor Balch adjourned the meeting at 9:25 p.m.

Jocelyn Kwong, City Clerk

Item #2

CITY COUNCIL AGENDA REPORT

January 20, 2026
Community and Economic Development

TITLE: ACTIONS OF THE ZONING ADMINISTRATOR AND PLANNING

COMMISSION

PUD-106-03M, Rebecca Jorgenson
Application for Planned Unit Development Modification to relocate an existing generator to a new location with associated site improvements located at 6130 Stoneridge Mall Road.

Approved. (2 days)

P25-0614, Nayyer & Syed Burney
Application for Administrative Design Review to construct a 392-square-foot patio enclosure at the rear of an existing residence located at 3122 Paseo Robles.

Project Information:

Existing floor area: 2,122 square feet
Total floor area with addition: 2,514 square feet
Lot size: 6,229 square feet
Existing floor area ratio: 34.1 percent
Total floor area ratio with addition: 40.4 percent

Approved. (16 days)

P25-0674, Saadat Soheil & Moussavissaadat Susan/Forte
Application for Sign Design Review for a wall mounted sign reading "Forte" located at 6612 Owens Drive.

Approved. (9 days)

P25-0695, Shawn Czirban/California Outdoor, Inc.

Application for Administrative Design Review to construct a 240-square-foot attached patio cover to the rear of an existing residence located at 7679 Glenbrook Court.

Approved. (10 days)

P25-0669, Matthew & Tanya Kwan
Application for Administrative Design Review to construct a 539-square-foot, second- story addition to an existing residence located at 7866 Marigold Court.

Project Information:

Existing floor area: 1,757 square feet
Total floor area with addition: 2,296 square feet
Lot size: 6,300 square feet
Existing floor area ratio: 27.8 percent
Total floor area ratio with addition: 36.4 percent

Approved. (13 days)

Prepared by: Submitted by: Approved by:

Derek Farmer
Assistant Director of
Community and Economic
Development

Ellen Clark
Director of Community and
Economic Development

Gerry Beaudin
City Manager

Item #3

CITY COUNCIL AGENDA REPORT

January 20, 2026
Community and Economic Development

TITLE: ADOPT A RESOLUTION APPROVING A GROUND LEASE AMENDMENT FOR PROMENADE APARTMENTS AT 5300 CASE AVENUE

SUMMARY
Promenade Apartments (the Property) is a 146-unit, mixed-income multifamily rental property, located at 5300 Case Avenue. The City owns the underlying real property, with a ground lease requiring that 68 of the 146 units be affordable. In late 2024, the City Council approved the acquisition of the property by OAHS Promenades, LP (OAHS Promenades) from the former owner Bayside Communities, LLC (Bayside). OAHS Promenades assumed the existing ground lease with the intention of applying for Low-Income Housing Tax Credits (LIHTC) to finance the rehabilitation of the Property and to convert the Property to be 100 percent affordable.

In June 2025, OAHS Promenades informed the City that they would not pursue near-term LIHTC financing, and instead would seek a U.S. Department of Housing and Urban Development (HUD)-insured Section 223(f) loan in the amount of approximately $26 million.

The HUD loan would provide allow OAHS Promenade to refinance its existing loan to a much more favorable interest rate and to proceed with a portion of the needed repairs and rehabilitation, with the intent of applying for tax credit financing in future cycles. As a condition of issuing the HUD Section 223(f) loan, HUD requires the existing ground lease to include a fixed rent, extend the term of the ground lease, and attach HUD’s Ground Lease Addendum.

The Resolution attached to this agenda report would authorize those amendments, and provide authority for the City Manager to make other administrative and minor amendments to the Ground Lease.

RECOMMENDATION
Adopt a Resolution to:

1. Approve the Ground Lease Amendment for the Promenade Apartments;

2. Authorize the City Manager and City Attorney to make minor modifications to Ground Lease Amendment, including any extensions or minor amendments that are necessary in the future; and

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

BACKGROUND
Promenade Apartments is a 146-unit mixed-income multifamily rental project located at 5300 Case Avenue in Pleasanton. The Property was constructed in 1994 and currently consists of 65 market-rate units, 79 affordable units (13 units at 30 percent Area Median Income (AMI) (Extremely Low Income), 34 units at 50 percent AMI (Very Low Income, and 32 units at 60 percent AMI (Low Income)), as well as 2 unrestricted units designated for property

management staff. The City owns the underlying real property at 5300 Case Avenue, subject to a Ground Lease, dated April 1, 1996, that includes the requirement for 68 of the 146 units to be affordable, among other terms. In accordance with the Ground Lease, the City owns the land and AF Evans Company, Inc. (AF Evans) owns the buildings and improvements on the site, with ownership assigned to two Limited Partnership entities fully controlled by AF Evans, Case Avenue Associates (Case) and Promenade Housing Associates (Promenade). Case and Promenade respectively developed the two portions of the Property: Case developed and owns the affordable multifamily rental residential project (Affordable Project) while Promenade developed and owns the market-rate portion of the Property (Market Rate Project). The existing ground lease expires in 2051.

The Property's construction financing included City loans as well as federal low-income housing tax credit construction funding. Consequently, the Property has additional affordability requirements based on these and other programs, including the federal HOME Investment Partnership (HOME) Program. The California Tax Credit Allocation Committee (CTCAC) regulatory agreements, which restrict 13 units at 30 percent AMI, as previously noted, expire in 2027.

On January 27, 2011, the City consented to the substitution of Bayside Communities, LLC (Bayside) for A.F. Evans Company, Inc. as the General Partner of Case Avenue Associates and the General Partner of Promenade Housing Associates. Bayside became the new owner of Promenade Apartments.

In August 2024, the City approved the sale of Promenade Apartments from Bayside to Promenades LP (OAHS Promenades) and assignment of the existing ground lease to OAHS Promenades. OAHS Promenades repaid all outstanding City loans that totaled $1,011,328 ($998,062 principal loan balances plus $13,266 in accrued interest).

DISCUSSION
Ground Lease Amendment
Upon acquiring the Property in August 2024, OAHS Promenades intended to pursue a 4 percent Low-Income Housing Tax Credit (LIHTC) resyndication to secure an allocation of LIHTC funding. The LIHTC allocation would have financed the substantial rehabilitation of the Property and converted the property into a 100 percent affordable housing project, by converting the 65 non-restricted market rate units to affordable, and subjecting the Property to a regulatory agreement that would have resulted in all 146 units being restricted as affordable, tax credit-restricted units.

However, in June 2025, OAHS Promenades notified the City that they were not in a position to apply for LIHTC financing as originally planned and instead had qualified for a HUD-secured Section 223(f) loan in the amount of approximately $26 million. This new HUD financing will allow OAHS Promenades to pay off its current loan, which is a short-term bridge loan at 7.25 percent interest that is due in less than 8 months, and refinance with the HUD-insured loan with an estimated interest rate of 5.75 percent. The reduction in interest-related payments would stabilize the Property. The new HUD loan would also allow for $1.18 million for the rehabilitation of the Property in the next 12 months, with the completion of the rehabilitation projected for the first quarter of 2027. There will also be a $675,000 ($4,623 per unit) initial deposit into the reserve for replacement fund to further stabilize the Property. The remainder of the HUD loan covers other transactional costs, including acquisition costs (~$21.3 million) and

closing costs. OAHS Promenades will also receive approximately $2 million in cash.

OAHS Promenades has also indicated they intend to apply for LIHTC funding in 2028 after the two-year lockout for prepayment under the new HUD loan. Once OAHS Promenades is able to obtain tax credit allocation in 2028, it would undertake further rehabilitation of the Property and also pay off this HUD-insured loan. The Property's rehabilitation would be accompanied by the same previously-planned conversion of market-rate to affordable units, based on the terms of the tax-credit financing.

As a condition of issuing the HUD Section 223(f) loan for this project, HUD is requiring the ground lease to include a fixed rent, a term extension, and the incorporation of HUD’s Ground Lease Addendum. Accordingly, the following specific amendments to the current ground lease are proposed:
• The Ground Lease will be amended to modify the Ground Lease Rent to a fixed amount of $220,000 annually, without a reappraisal of the Property. The current ground lease stipulates the Ground Lease Rent at sixty percent (60 percent) of the annual surplus cash, resulting in a variable ground lease amount from year to year. The ground lease rent amount is required by HUD to be a fixed amount in order for HUD to underwrite the loan.
• The term of the Ground Lease will be extended from April 1, 2051 to April 1, 2077, 81 years from the original ground lease commencement date. The existing affordability restrictions for the 68 City-restricted units are also extended through April 1, 2077. • A HUD Ground Lease Addendum (Attachment B to the Resolution) will be incorporated into the existing Ground Lease.

The City will also consent to a HUD Regulatory Agreement (Attachment 2), which will be recorded against the Property.

City staff has reviewed the proposed terms and amendments in consultation with legal counsel, and supports the Ground Lease amendment, which will allow OAHS Promenades to secure the HUD Section 223(f) loan, which is a cost-effective option for preserving and making the most urgent improvements at the Property until OAHS Promenades is able to obtain tax credit financing. The amendments would also secure the long-term affordability of the Property by extending the term of the ground lease and the associated City affordability restrictions through 2077.

EQUITY AND SUSTAINABILITY
The action directly implements the Housing Element that serves as the City’s strategy for addressing its housing needs for all residents at all income levels. Housing Element Policy 3.3 is to preserve the affordability of restricted units affordable to extremely low-, very low- and low-income households for the longest term feasible, including requiring units to be deed- restricted in perpetuity whenever allowable, to minimize the risk of affordable units being converted to market-rate housing over time.

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 plan goal of Building a Community Where Everyone Belongs - Strategy 6 to implement the Housing Element, by preserving and rehabilitating an existing affordable rental housing community.

FISCAL IMPACT
The approval and execution of the Amendment to the Ground Lease will have no direct fiscal expense impact on the City.

Prepared by: Submitted by: Approved by:

Steve Hernandez, Housing
Division Program Manager
Ellen Clark, Director of Community and
Economic Development

Gerry Beaudin, City
Manager

Attachments:

1. Resolution re Promenade Ground Lease Amendment

2. HUD form of Regulatory Agreement - Promenade Ground Lease Amendment

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON

APPROVING A GROUND LEASE AMENDMENT FOR PROMENADE APARTMENTS WHEREAS, the City is the owner of a fee interest in a certain real property located at 5300 Case Avenue in Pleasanton, Alameda County, California which has been subdivided into two condominium parcels (collectively, the “Property”), as more particularly described and attached hereto as Exhibit A; and
WHEREAS, City and Case Avenue Associates (Case) and Promenade Housing Associates (Promenade) entered into a Ground Lease dated as of April 1, 1996, pursuant to which City, as lessor leased the Property to Case and Promenade collectively as the Original Lessee; and
WHEREAS, pursuant to the Ground Lease, the Property was developed with a 68-unit affordable multifamily rental residential project (the Affordable Project), and a 78-unit market- rate multifamily rental residential project (the Market Rate Project), collectively referred to as the “Project”. During the initial term of the Ground Lease, Case is the owner of the Affordable Project, and Promenade is the owner of the Market Rate Project; and WHEREAS, the Original Lessee conveyed the Project and assigned all of its rights, title, and interests in the Ground Lease to OAHS Promenades LP, which transaction was consented to by the City in that certain Assignment and Assumption of Ground Lease, Consent to Transfer of Project and Grant of Option to Extend the Ground Lease Term approved by the City Council and subsequently effective August 27, 2024; and
WHEREAS, OAHS Promenades LP has obtained a mortgage loan insured by the U.S.

Department of Housing and Urban Development (“HUD”) and made by Berkadia Commercial Mortgage LLC, a Delaware limited liability company (“Lender”), the proceeds of which would be used in part to invest in renovation and rehabilitation in the Affordable Project in advance of OAHS Promenades LP applying for and receiving tax credits in the future; and WHEREAS, as a condition of issuing the loan, HUD and Lender require the Ground Lease to include a fixed rent, extend the term, and attach HUD’s Ground Lease Addendum; and WHEREAS, OAHS Promenades LP has requested amendments to the Ground Lease to satisfy HUD’s and Lender’s requirements to close the loan and facilitate Project rehabilitation.

NOW, T HEREFORE T HE CI TY CO UNCIL OF T HE CI TY O F P LEASANTON, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

SECTION 1. The approval of the Ground Lease Amendment is exempt from environmental review under the California Environmental Quality Act per Regulation §15061(b)(3) (common sense exemption). Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 2. Approves the Ground Lease Amendment, in the form attached hereto and incorporated herein as Exhibit B.
4918-1075-5968 v1
ATTACHMENT 1

4918-1075-5968 v1
SECTION 3. Authorizes the City Manager and City Attorney to make minor modifications to Ground Lease Amendment, including any extensions or minor amendments that are necessary in the future; and authorizes the City Manager or designee to execute such additional documents and to take all steps necessary to implement the transactions described in this Resolution.

S
ECTION 4. The Resolution shall become effective immediately upon its passage and adoption.

P
ASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on January ____, 2026.

I, J
ocelyn 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 ____ day of January 2026, by the following vote:

A
yes:

Noes:

Absent:

Abstain:
_____________________________

Jocelyn Kwong, City Clerk
APPR
OVED AS TO FORM:
___________________________

Daniel G. Sodergren, City Attorney

4918-1075-5968 v1
Exhibit A
Le
gal Description

4918-1075-5968 v1
Exhibit B

Ground Lease Amendment

4936-6057-3568 v3
AM

ENDMENT TO GROUND LEASE
T
HIS AMENDMENT TO GROUND LEASE (this “ Agreement”) dated for reference as of January ____, 2026, is executed by and among OAHS Promenades LP, a California limited partnership (“Lessee”), and the City of Pleasanton, a California municipal corporation (the “City” and/or the “Lessor”). Lessee and City are collectively referred to herein as the “Parties.”
RE
CITALS
A. City is the owner of the fee interest in that certain real property located in the City of Pleasanton, Alameda County, California on Case Avenue, and more particularly described in Exhibit A attached hereto (the “Property”).

B. Lessee’s predecessor s in interest, Case Avenue Associates and Promenade Housing Associates (collectively, the “ Prior Lessee”) and City, entered into that certain Ground Lease of the Property dated as of April 1, 1996 (the “ Original Ground Lease” ). A memorandum of the Ground Lease was recorded in the official records of Alameda County (“Official Records” ) on April 10, 1996 as Instrument No. 96- 088636, and subsequently amended.

C. Pursuant to the Original Ground Lease, the Prior Lessee developed a portion of the Property as a 78- unit market-rate multifamily rental residential project (the “ Market Rate Project”) and a portion of the Property as a 68 -unit affordable multi -family rental residential Project (the “Affordable Project” and together with the Market Rate Project, collectively the “Project”).

D. Prior Lessee conveyed the Project and assigned all of its right s, title and interests in the Original Ground Lease to Lessee, and the City consented to such assignment pursuant to that certain Assignment and Assumption of Ground Lease, Consent to Transfer of Project and Grant of Option to Extend the Ground Lease Term (the “ Assignment” and together with the Original Ground Lease, the “ Ground Lease”) entered into by and among Prior Lessee, Lessor and Lessee effective as of August 27, 2024, and Lessee became the owner of the Project and the lessee under the Ground Lease. Such Assignment was recorded in the Official Records on August 30, 2024 as Instrument No. 2024106763.

E. Lessee has obtained a mortgage loan insured by the U.S. Department of Housing and Urban Development ( “HUD”) and made by Berkadia Commercial Mortgage LLC, a Delaware limited liability company (“ Lender”). The insured loan is secured by a Security Instrument on the leasehold estate set forth in the Ground Lease (the “HUD Loan”).

F. H
UD requires as a condition of its insuring the HUD Loan, that the Lessee and Lessor attach a Lease Addendum (HUD -92070M) to the Ground Lease (the “ HUD Lease Addendum”).

4936-6057-3568 v3

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Incorporation of Recitals; Defined Terms. The Parties acknowledge the truth of the foregoing Recitals, which by this reference are incorporated into this Agreement. Capitalized terms used but not defined herein shall have the meaning given them in the Ground Lease.

2. Ground Lease Term.

2.1. Pursuant to the Assignment, the City granted the Lessee an option to extend the term of the Ground Lease to April 1, 2095, contingent upon Lessee’s receipt of an allocation of low -income housing tax credits to finance the rehabilitation of the Project.

The Parties acknowledge that in connection with the HUD Loan the Lessee is not pursuing an allocation of low -income housing tax credits at this time, however, in order to comply with the financing requirements for the HUD Loan, the Ground Lease will need to be extended until April 1, 2077, so that the term of the Ground Lease shall be 81 years from the original commencement date of the Ground Lease. Accordingly, the first sentence in Section 3 of the Ground Lease is deleted and replaced as follows:
“The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended or as herein provided, shall expire on April 1, 2077”.

2.2. Notwithstanding the forgoing, the Parties acknowledge that the Lessee may still pursue low-income housing tax credits at a later date, and the Option to extend the Ground Lease until April 1, 2095, shall remain in place and exercisable in accordance with the Assignment.

3. HUD Lease Addendum.

3.1. The HUD Lease Addendum is attached hereto and incorporated by reference into the Ground Lease.

3.2. This Agreement constitutes Lessor’s prior written approval of the HUD Loan and the recording of a Leasehold Mortgage by Lessee pursuant to Section 20(a) of the Ground Lease.

4. Certain Defined Terms; Rent.

4.1. The following definitions as set forth in Section 1 of the Ground Lease are hereby amended and modified as follows:
a. The term “Accrued Rent Note” is deleted in its entirety.

4936-6057-3568 v3
b. T
he term “Annual Rent” is hereby amended in its entirety and shall be replaced with the following: “Annual Rent shall have the meaning given to such term in Section 4(a).”
c. The term “Base Rent” is hereby amended in its entirety and shall be replaced with the following: “Base Rent shall have the meaning given to such term in Exhibit B.” d. The term “Annual Surplus Cash” originally included on Exhibit B to the Ground Lease is hereby incorporated into the Section 1 of the Ground Lease and shall now read as follows: “Annual Surplus Cash shall have the meaning given to such term on Exhibit B.”

4.2. Section 4 of the Ground Lease is deleted in its entirety and shall be replaced with the following:
“4. RENT.
(a) Lessee shall pay to Lessor rent (the “Annual Rent”) in an annual amount equal to Two Hundred and Twenty Thousand and no/100th Dollars ($220,000.00). Payments of the Annual Rent shall be made every June 1 or at such other annual date to which Lessor and Lessee may mutually agree in writing, continuing throughout the Term. (b) During the entire Term of the Lease, to the extent that Annual Surplus Cash is less than the Annual Rent, Lessee shall not be in default under this Lease so long as Lessee pays to Lessor the Base Rent. Any such unpaid portion of Annual Rent which exceeds the paid Base Rent shall be deferred. Such deferred amounts shall be paid in the immediately following year to the extent Annual Surplus Cash is available and prior to the payment of newly due Annual Rent or Base Rent payments. In the event that Annual Surplus Cash in any such immediate following year is not sufficient to pay all such sums owed, then any unpaid Annual Rent shall accrue and shall be similarly paid to the extent available in subsequent years from Annual Surplus Cash.
(d) In the event that Annual Surplus Cash is more than the Annual Rent, Lessee shall pay to Lessor Annual Rent plus an amount equal to (i) sixty percent (60%) of Annual Surplus Cash, minus (ii) the Annual Rent.”

4.3. Exhibit B attached to the Ground Lease is deleted in its entirety and shall now read as follows:
“Exhibit B Base Rent Payment Schedule Total for Both the Affordable Parcel and Market Parcel
“Base Rent” is hereby defined as follows: Subject to the limitations, if any, imposed by any Regulatory Agreement, an annual payment in an amount equal to (i) sixty percent (60%) of Annual Surplus Cash.
“Annual Surplus Cash” is hereby defined as follows: “Annual Surplus Cash” shall mean operating income in excess of expenses required for operation of the Development,

4936-6057-3568 v3
including but not limited to, maintenance, taxes, current operating expenses, reasonable partnership management fees, as determined by annual audited statements prepared by a CPA for the year prior to the payment date.”

5. CHC Payment. Section 6(c) of the Ground Lease is deleted in its entirety.

6. Miscellaneous.

6.1. Entire Agreement; Amendments. This Agreement together with the other documents referenced in this Agreement contains the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements among the Parties with respect thereto. This Agreement may be amended or modified only by a written instrument executed by the Parties.

6.2. Headings. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement.

6.3. Attorneys’ Fees. If any attorney is engaged by any Party to enforce or defend any provision of this Agreement, the prevailing Party or Parties are entitled to costs and reasonable attorneys’ fees.

6.4. Parties Not Co-Venturers; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

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

6.6. Further Assurances. The Parties each agree to take such further actions and to execute such additional instruments as reasonably required to implement the intent of this Agreement.

6.7. Binding on Successors. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement and the applicable requirements of the instruments referenced herein.

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

6.9. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one instrument.

4936-6057-3568 v3
SIGNATURES ON FOLLOWING PAGE.

4936-6057-3568 v3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Lessee:

OAHS PROMENADES, LP, A CALIFORNIA LIMITED

PARTNERSHIP
By: Kingdom AP LLC, a California limited liability
company
Its: Managing General Partner

By: Kingdom Development, Inc. a California
nonprofit public benefit corporation
Its: Sole member

By:_________________
William Leach, President

By: OAHS West Manager LLC, a Delaware limited
liability company
Its: Administrative General Partner

By: ________________________
Jay Reinhard, Manager

CITY:

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

4936-6057-3568 v3

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

STATE OF _______________ )
)
COUNTY OF _____________ )

On ___________________, before me, _____________________________________, Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature, a Notary Public

My commission expires on

(Official Seal)

4936-6057-3568 v3

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

STATE OF _______________ )
)
COUNTY OF _____________ )

On ___________________, before me, _____________________________________, Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature, a Notary Public

My commission expires on

(Official Seal)

4936-6057-3568 v3

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

STATE OF _______________ )
)
COUNTY OF _____________ )

On ___________________, before me, _____________________________________, Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature, a Notary Public

My commission expires on

(Official Seal)

4936-6057-3568 v3
Exhibit A

PROPERTY

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

[Insert legal description.]

4936-6057-3568 v3

Lease Addendum -
Multifamily

U.S. Department of Housing
and Urban Development
Office of Housing
OMB Approval No. 2502-0598
(Exp. 9/30/2021)

Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Response to this request for information is required in order to receive the benefits to be derived.

This agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information Act request.

Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424.

Project Name: The Promenade I & II
HUD Project No: _____________

THIS LEASE ADDENDUM is attached to and made part of that certain lease agreement entered into on the ___ day of __________, 2025, between City of Pleasanton, California, a municipal corporation ("Landlord") and OAHS PROMENADES, LP, A CALIFORNIA LIMITED PARTNERSHIP ("Tenant") (collectively, the “Parties”) (the “Ground Lease”).

The Lease Addendum is required in connection with a mortgage loan insured by the U.S. Department of Housing and Urban Development (“HUD”) for multifamily projects pursuant to the National Housing Act, as amended, found at 12 U.S.C. § 1701, et seq. (“Act”), and made by the following HUD-approved lender, Berkadia Commercial Mortgage LLC, a Delaware limited liability company (“Lender”). The insured loan is secured by a Security Instrument on the leasehold estate set forth in the Ground Lease.

The definition of any capitalized term or word used in this Lease Addendum and not otherwise defined can be found in the Security Instrument and/or Note between Lender and Tenant; or the Regulatory Agreement between Tenant and HUD. The terms “HUD” and “Lender” as used in the Lease Addendum shall also include their successors and assigns, and the Tenant is the same legal entity as the Borrower under the Security Instrument. All references to “days” in this Lease Addendum shall mean calendar days.

4936-6057-3568 v3
Notwithstanding anything else in the Ground Lease to which this Lease Addendum is attached, and for valuable consideration, the receipt and sufficiency of which the Parties hereto hereby acknowledge and agree, and to induce the Lender to make the Loan to the Tenant described in the Security Instrument, and to induce HUD to insure said Loan, so long as this leasehold estate is subject to a security instrument insured, reinsured, or held by HUD or given to HUD in connection with a resale, or the Property is acquired and held by HUD because of a default under the Security Instrument, Landlord and Tenant acknowledge and agree to the following provisions.

Option 1 - Ground Lease

The leasehold estate consists of the ground (land) only; all buildings, improvements, alterations and fixtures now or in the future located thereon are owned in fee simple by the Tenant. As such, the term “Property” means the legally described land subject to the Ground Lease except the buildings, improvements, alterations and fixtures now or in the future located on the land.

1. Compliance with HUD Requirements. Pursuant to the Act, the following provisions may not be waived under any circumstances, whether for a new ground lease or an existing ground lease:

(a) the term of the Ground Lease and all other Ground Lease provisions comply with the section of the Act and related federal regulations under which the Note is endorsed for mortgage insurance;
(b) the Landlord owns the Property in fee simple, and the leasehold estate is granted directly by the Landlord to the Tenant;
(c) the leasehold estate underlying the Ground Lease constitutes a mortgageable real property interest under state law;
(d) the Ground Lease and related Ground Lease documents do not conflict with any Program Obligations
[1] promulgated by HUD with respect to such
mortgage insurance; and
(e) all ground rent amounts have prior written approval by HUD.

2. Modifications. The Ground Lease and this Lease Addendum shall not be modified without the written consent of HUD and Lender. Modifications of the Ground Lease

[1] “Program Obligations” means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Lease Addendum rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on “HUDCLIPS,” at www.hud.gov.

4936-6057-3568 v3
and this Lease Addendum that are not authorized in writing by HUD and Lender are void and unenforceable.

3. Conflict Provision. The provisions of this Lease Addendum benefit Lender and HUD and are specifically declared to be enforceable against the parties to the Ground Lease and all other persons by Lender and HUD. In the event of any conflict, inconsistency or ambiguity between the provisions of this Lease Addendum and the provisions of any other part of the Ground Lease, the provisions of this Lease Addendum shall prevail and control.

4. Recording. The full Ground Lease agreement and incorporated HUD Lease Addendum, or a memorandum of ground lease (if permitted under state law), must be recorded in the applicable land records office. If a memorandum of ground lease or a short form ground lease is to be recorded, it must set forth the following information, in addition to compliance with state law requirements:

(a) names of the Parties;
(b) legal description;
(c) term and renewals;
(d) reference to the HUD Lease Addendum; and
(e) specific reference to HUD’s option to purchase in Section 7 (unless Section 7 is expressly waived in writing by HUD in accordance with Program Obligations).

5. Estoppel Certificate. As a condition of HUD’s acceptance of a ground lease transaction, an estoppel certificate identifying the Ground Lease documents and signed by the Landlord, dated within thirty (30) days of the Note endorsement, must be provided to Lender and HUD at closing. The Landlord must confirm in writing to Lender and HUD that the Security Instrument is authorized, the Ground Lease is in full force and effect, there are no defaults or pending defaults under the Ground Lease or conditions that would give rise to defaults given the passage of time, and that the legal description of the Property is correct. The document must provide the language required by 24 CFR Section 200.62, and also include the “Warning” language found at the beginning of this Lease Addendum.

Upon a reasonable request from Tenant, Lender, or HUD, Landlord further agrees to promptly provide from time to time an estoppel certificate to confirm the terms of, and no default under, the Ground Lease.

6. Consent for Mortgage. Landlord agrees that the Tenant is authorized to obtain a loan, the repayment of which is to be insured by HUD and secured by the Security Instrument on this leasehold estate and the Improvements. The Tenant is further authorized to execute all documents necessary as determined by Lender or HUD and otherwise to comply with Program Obligations for obtaining such an insured loan.

4936-6057-3568 v3

7. HUD Option to Purchase. In the event that HUD acquires title to this leasehold estate or otherwise acquires title to the Tenant's interest herein, HUD shall have the option to purchase good and marketable fee simple title to the Property and the Landlord's interest, if any, in the Improvements, free of all liens and encumbrances except such as may be waived or accepted by HUD. Such option shall be exercised within twelve (12) months after HUD so acquires such leasehold estate or the Tenant's interest. The purchase price shall be the sum of _______________________________________________________ Dollars ($_____________), payable in cash, by check drawn on the U.S. Treasury, by electronic funds transfer or by wire transfer, provided all ground rents are paid to date of transfer of title. HUD shall, within said twelve (12) months, give written notice to the Landlord of its election to exercise said option to purchase. The Landlord shall, within thirty (30) days after HUD gives such notice, execute and deliver to HUD a warranty deed of conveyance to HUD as grantee conveying the said fee simple interest and any interest in Tenant’s Improvements. Nothing in this Section 7 shall require the Landlord to pay any taxes or assessments that were due and payable by the Tenant.

Intentionally Omitted

8. Conveyance by Tenant. If approved in writing by HUD in advance, the Tenant may convey, assign, transfer, lease, sublease or sell all or any part of its leasehold interest in the Property without the need for approval or consent by any other person or entity.

9. Insurance.

(a) Insurance policies shall be in an amount, and with such company or companies and in such form, and against such risks and hazards, as shall be approved by Lender and HUD in accordance with Program Obligations.

(b) The Landlord shall not take out separate insurance concurrent in form or contributing in the event of loss with that specifically required to be furnished by the Tenant to Lender. The Landlord may at its own expense, however, take out separate insurance which is not concurrent in form or not contributing in the event of loss with that specifically required to be furnished by the Tenant to Lender.

10. Condemnation.

(a) If all or any part of the Property or the Improvements or the leasehold estate shall be taken or damaged by condemnation, that portion of any award attributable to the Improvements or the Tenant's interest in the leasehold estate or damage to the Improvements or the Tenant's interest in the leasehold estate shall be paid to Lender or otherwise disposed of as may be provided in the Security Instrument. Any portion of the award attributable

4936-6057-3568 v3
solely to the underlying fee estate (exclusive of any Improvements) shall be paid to the Landlord. After the date of taking, the annual ground rent shall be reduced ratably by the proportion which the award paid to the Landlord bears to the total value of the Property as established by the amount HUD is to pay, as set forth in Section 7 of this Lease Addendum

(b) In the event of a negotiated sale of all or a portion of the Property and/or the Improvements, in lieu of condemnation, the proceeds shall be distributed and annual ground rent reduced as provided in cases of condemnation above, but the approval of HUD and Lender shall be required as to the amount and division of the payments to be received.

11. Tenant Default on Ground Lease; Cure Rights; Termination. The Landlord may terminate the Ground Lease prior to the expiration day of the full term of this Ground Lease (“Expiration Date”) after a Tenant default under this Ground Lease (“Ground Lease Event of Default”), but only under the following circumstances and procedures.

(a) If any Ground Lease Event of Default shall occur, then and in any such event, the Landlord shall at any time thereafter during the continuance of such Ground Lease Event of Default and prior to any cure, give written notice of such default(s) (“Notice of Default”) to the Tenant, Lender, and HUD, specifying the Ground Lease Event of Default and the methods of cure, or declaring that a Ground Lease Event of Default is incurable. If the Ground Lease Event of Default is a failure to pay money, the Landlord shall specify and itemize the amounts of such default. Failure to pay money shall be specified as a separate default and not combined with a non-monetary Ground Lease Event of Default.

(b) Within sixty (60) days from the date of giving the Notice of Default to the Tenant, the Tenant must cure a monetary default by paying the Landlord all amounts specified in the Notice of Default and must cure any specified Ground Lease Event of Default that is capable of being cured within such period.

(c) During the period of one hundred-eighty (180) days commencing upon the date Notice of Default received by Lender and HUD, Lender or HUD may:

(1) cure any Ground Lease Event of Default; and
(2) commence foreclosure proceedings or institute other state or federal procedures to enforce Lender’s or HUD's rights with respect to the Property or the Tenant Improvements.

(d) If HUD or Lender commences foreclosure or other enforcement action within such one hundred-eighty (180) days, then its cure period shall be extended during the period of the foreclosure or other action and for ninety (90) days

4936-6057-3568 v3
after the ownership of the Tenant's rights under the Ground Lease is established in or assigned to HUD or such Lender or a purchaser at any foreclosure sale pursuant to such foreclosure or other action. The transfer of the Tenant's rights under the Ground Lease to Lender, HUD or purchaser, pursuant to such foreclosure or other action shall be deemed a termination of any incurable Ground Lease Event of Default and such terminated Ground Lease Event of Default shall not give the Landlord any right to terminate the Ground Lease. Such purchaser may cure a curable Ground Lease Event of Default within said ninety (90) days.

(e) If the Tenant, Lender or HUD reasonably undertake to cure any Ground Lease Event of Default during the applicable cure period and diligently pursues such cure, the Landlord shall grant such further reasonable time as is necessary to complete such cure. If, after the expiration of all of the foregoing cure periods, no cure, or termination of an existing Ground Lease Event of Default has been achieved as aforesaid, then and in that event, the Ground Lease shall terminate, and, on such date, the term of this Ground Lease shall expire and terminate and all rights of the Tenant under the Ground Lease shall cease and the Improvements, subject to the Security Instrument and the rights of Lender thereunder, shall be and become the property of the Landlord. All costs and expenses incurred by or on behalf of the Landlord (including, without limitation, reasonable attorneys' fees and expenses) occasioned by any default by the Tenant under this Ground Lease shall constitute additional rent hereunder. The Landlord shall have no right to terminate this Ground Lease except as provided in this Section 11.

12. Lender/HUD Option for New Ground Lease.

(a) Upon termination of this Ground Lease pursuant to Section 11 above, the Landlord shall immediately seek to obtain possession of the Property and Improvements. Upon acquiring such possession, the Landlord shall notify HUD and Lender in writing. Lender and HUD shall each have six (6) months from the date of receipt of such notice of acquisition to elect to take, as Tenant, a new ground lease on the Property and on the Improvements.

(b) Such new ground lease shall have a term equal to the unexpired portion of the term of this Ground Lease immediately prior to such termination and shall, except as otherwise provided herein, be on the same terms and conditions as contained in this Ground Lease, except that Lender’s or HUD's liability for ground rent shall not extend beyond their occupancy under such ground lease. The Landlord shall tender such new ground lease to Lender or HUD within thirty (30) days after a request for such ground lease and shall deliver possession of the Property and Improvements immediately upon execution of the new ground lease.

4936-6057-3568 v3
(c) Upon executing a new ground lease, Lender or HUD shall pay to the Landlord any unpaid ground rent due or that would have become due under this Ground Lease to the date of the execution of the new ground lease, including any taxes which were liens on the Property or the Improvements and which were paid by the Landlord, less any net rentals or other income which the Landlord may have received on account of the Property and Improvements since the date of default under this Ground Lease.

13. Landlord Cooperation for Needed Authorizations. The Landlord agrees that within ten (10) days after receipt of written request from the Tenant, it will join in any and all applications for permits, licenses or other authorizations required by any Governmental Authority in connection with any work which the Tenant may do hereunder and will also join in any grants for easements for electric, telephone, telecommunications, cable, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the Property or of any Improvements and if, at the expiration of such ten (10) day period, the Landlord shall not have joined in any such application, or grants for easements, the Tenant shall have the right to execute such application and grants in the name of the Landlord, and for that purpose, the Landlord hereby irrevocably appoints the Tenant as its attorney-in-fact to execute such papers on behalf of the Landlord, only to the extent that a public body as Landlord may do so within the exercise of its municipal powers and responsibilities.

14. Taxes. Nothing in this Ground Lease shall require the Tenant to pay any franchise, estate, inheritance, succession, capital levy or transfer tax of the Landlord or any income excess profits or revenue tax, or any other tax, assessment charge or levy upon the rent payable by the Tenant under this Ground Lease.

15. Notices. All notices, demands and requests which are required to be given by the Landlord, Tenant, Lender or HUD in connection with the Ground Lease and this Lease Addendum shall be in writing and shall be sent by registered or certified mail, postage prepaid, and addressed to the address of the party as given in this instrument unless a request for a change in this address has been sent to the party giving the notice by registered or certified mail prior to the time when such notice is given.

All notices shall be addressed as follows:

If to Lender: BERKADIA COMMERCIAL MORTGAGE LLC 323 Norristown Road, Suite 300
Ambler, PA 19002

4936-6057-3568 v3
If to HUD: U.S. Department of Housing and Urban Development Multifamily West Region
San Francisco Regional Center
One Sansome Street, Suite 1200
San Francisco, CA 94104-4430

If to Tenant: OAHS PROMENADES, LP, A CALIFORNIA LIMITED

PARTNERSHIP
980 Sylvan Avenue
Englewood Cliffs, NJ 07632

If to Landlord: City of Pleasanton
City Council Chamber
200 Old Bernal Avenue
Pleasanton, CA 94566

16. No Merger. There shall be no merger of this Ground Lease or the leasehold estate created by this Ground Lease with the fee estate of the Property or of the Improvements or any interest therein by reason of the fact that the same person or entity may acquire or hold, directly or indirectly, this Ground Lease or the leasehold estate hereby created or any interest therein and the fee estate of the Property or of the Improvements. No such merger shall occur unless and until HUD specifically consents and agrees in writing to such merger.

Each signatory below hereby certifies that each of their statements and representations contained in Ground Lease and this Lease Addendum and all their supporting documentation thereto are true, accurate, and complete. This Lease Addendum has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4936-6057-3568 v3
IN WITNESS WHEREOF, the parties hereto have executed this Lease Addendum as of the day and year first written above.

LANDLORD:

City of Pleasanton, California, Approved as to form:
a municipal corporation

By: ______________________ By: ______________________ Name: Name:

Title: City Manager Title: City Attorney

4936-6057-3568 v3

TENANT:

OAHS PROMENADES, LP, A CALIFORNIA LIMITED PARTNERSHIP
By: Kingdom AP LLC, a California limited liability company Its: Managing General Partner

By: Kingdom Development, Inc. a California nonprofit public benefit corporation Its: Sole member

By:_________________
William Leach, President

By: OAHS West Manager LLC, a Delaware limited liability company Its: Administrative General Partner

By: ________________________
Jay Reinhard, Manager

Previous editions are obsolete Regulatory Agreement HUD-92466M (6/18) 1 OMB Approval No. 2502-0598
(Exp. 9/30/2021)
Public Reporting Burden for this collection of information is estimated to average .75 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Response to this request for information is required in order to receive the benefits to be derived. This agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information Act request.

War
ning: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424.

Recording Requested by:
_____________________
_____________________
_____________________
_____________________
Aft
er Recording return to:
_____________________
_____________________
_____________________
_____________________
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

REGULATORY AGREEMENT FOR MULTIFAMILY PROJECTS
UND
ER SECTIONS 207, 220, 221(d)(3), 221(d)(4), 223(a)(7), 223(f) and 231 OF THE

NATIONAL HOUSING ACT, AS AMENDED
Repl
aces HUD- 92465, 92466, FHA-1730, and 1733
Pro
ject Name:

HUD Pro
ject No.:

HAP Contract No.:

Pro
ject Location:

Len
der: Processed under: [ ]MAP [ ]TAP Ori
ginal Principal Amount of Multifamily Note:

Ori
ginally endorsed for insurance under Section ______________. Date of Note:

Resid
ual Receipts Rider: ______Yes _____No
ATTACHMENT 2

Previous editions are obsolete

Regulatory Agreement

HUD-92466M (6/18)

2 *If “yes” is checked, the Surplus Cash provisions of this Agreement are modified by an attached Rider relating to residual receipts account requirements.

This Regulatory Agreement for Multifamily Projects (“Agreement”) is entered into this day of , 20 , between ________________________________, a organized and existing under the laws of , whose address is , its successors, heirs, and assigns (jointly and severally) (Borrower) and the United States Department of Housing and Urban Development, acting by and through the Secretary, his or her successors, assigns or designates (HUD).

In consideration of, and in exchange for an action by HUD, HUD and Borrower agree to the terms of this Agreement. The HUD action may be one of the following: HUD’s endorsement for insurance of the Note, HUD’s consent to the transfer of the Mortgaged Property, HUD’s sale and conveyance of the Mortgaged Property, or HUD’s consent to other actions related to Borrower or to the Mortgaged Property.

Further, Borrower and HUD execute this Agreement in order to comply with the requirements of the National Housing Act, as amended, and the regulations adopted by HUD pursuant thereto. This Agreement shall continue during such period of time as HUD shall be the owner, holder, or insurer of the Note. Upon satisfaction of such Note, this Agreement shall automatically terminate. However, Borrower shall be responsible for any Violations of this Agreement which occurred prior to termination.

Violation of this Agreement may subject Borrower and other signatories hereto to adverse actions. Refer to Article VII below.

AGREEMENTS: Borrower and HUD covenant and agree as follows:

I. DEFINITIONS

1. DEFINITIONS. Any capitalized term or word used herein but not defined shall have the meaning given to such term in the Security Instrument between Borrower and Lender or the Note. The following terms, when used in this Agreement (including when used in the above recitals), shall have the following meanings, whether capitalized or not and whether singular or plural, unless, in the context, an incongruity results:

a. “Affiliate” means any person or business concern that directly or indirectly controls policy of a Principal or has the power to do so. Persons and business concerns controlled by the same third party are also Affiliates.

b. “Borrower” means all entities identified as “Borrower” in the first paragraph of the Security Instrument, together with any successors, heirs, and assigns (jointly and severally). “Borrower” shall include any entity taking title to the Mortgaged Property whether or not such entity assumes the Note. Whenever the term “Borrower” is used herein, the same shall be deemed to include the obligor of the

Previous editions are obsolete

Regulatory Agreement

HUD-92466M (6/18)

3 debt secured by the Security Instrument and shall also be deemed to be the mortgagor as defined by Program Obligations.

c. “Business Day” is defined in Section 46.

d. “Construction Contract” means the construction contract, approved by HUD, between Borrower and the contractor contracting to perform construction or substantial rehabilitation on the Project.

e. “Declaration of Default” is defined in Section 37.

f. “Displaced Persons or Families” means a person, family or families, displaced from (i) an urban renewal area, (ii) as a result of government action, or (iii) as a result of a major disaster determined by the President pursuant to the Robert T.

Stafford Disaster Relief and Emergency Assistance Act.

g. “Distribution” means any disbursal, conveyance or transfer of any portion of the Mortgaged Property, including the segregation of cash or assets for subsequent withdrawal as Surplus Cash, other than in payment of Reasonable Operating Expenses, or any other disbursement, conveyance, or transfer provided for in this Agreement.

h. “Elderly Person” means any person, married or single, who is 62 years of age or older.

i. “Fixtures” means all property or goods that become so related or attached to the Land or the Improvements that an interest arises in them under real property law, whether acquired now or in the future, excluding all tenant owned goods and property, and including but not limited to: machinery, equipment, engines, boilers, incinerators, installed building materials; systems and equipment for the purpose of supplying or distributing heating, cooling, electricity, gas, water, air, or light; antennas, cable, wiring and conduits used in connection with radio, television, computers, security, fire prevention, or fire detection or otherwise used to carry electronic signals; telephone systems and equipment; elevators and related machinery and equipment; fire detection, prevention and extinguishing systems and apparatus; security and access control systems and apparatus; plumbing systems; water heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposals, washers, dryers and other appliances; light fixtures, awnings, storm windows and storm doors; pictures, screens, blinds, shades, curtains and curtain rods; mirrors; cabinets, paneling, rugs and floor and wall coverings; fences, trees and plants; swimming pools; playground and exercise equipment and classroom furnishings and equipment.

Previous editions are obsolete

Regulatory Agreement

HUD-92466M (6/18)

4 j. “Goods and Services” is defined in Section 22.

k. “HUD” means the United States Department of Housing and Urban Development acting by and through the Secretary in his or her capacity as insurer or holder of the Loan under the authority of the National Housing Act, as amended, the Department of Housing and Urban Development Act, as amended, or any other federal law or regulation pertaining to the Loan or the Mortgaged Property.

l. “Impositions” and “Imposition Deposits” are defined in the Security Instrument.

m. “Improvements” means the buildings, structures, and alterations now constructed or at any time in the future constructed or placed upon the Land, including any future replacements and additions.

n. “Indebtedness” means the principal of, interest on, and all other amounts due at any time under the Note, the Security Instrument, and any other Loan Document, including prepayment premiums, late charges, default interest, and advances to protect the security as provided in the Security Instrument.

o. “Land” means the estate in realty described in Exhibit A.

p. “Leases” means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting the Mortgaged Property, or any portion of the Mortgaged Property (including but not limited to proprietary leases, non- residential leases or occupancy agreements if Borrower is a cooperative housing corporation), and all modifications, extensions or renewals. (Ground leases that create a leasehold interest in the Land and where the Borrower’s leasehold is security for the Loan are not included in this definition.)

q. “Lender” means the entity identified as "Lender" in the first paragraph of the Security Instrument, or any subsequent holder of the Note, and whenever the term “Lender” is used herein, the same shall be deemed to include the Obligee, or the Trustee(s) and the Beneficiary of the Security Instrument and shall also be deemed to be the mortgagee as defined by Program Obligations.

r. “Loan” means the loan initially made by Lender to Borrower, as defined in the Security Instrument.

Previous editions are obsolete

Regulatory Agreement

HUD-92466M (6/18)

5 s. “Mortgaged Property” means all of Borrower's present and future right, title and interest in and to all of the following whether now held or later acquired:

(1) the Land;

(2) the Improvements;

(3) the Fixtures;

(4) the Personalty;

(5) all current and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easements, tenements, rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and appurtenances related to or benefiting the Land or the Improvements, or both, and all rights-of-way, streets, alleys and roads that may have been or may in the future be vacated;

(6) all insurance policies covering the Mortgaged Property, and all proceeds paid or to be paid by any insurer of the Land, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property, whether or not Borrower obtained such insurance policies pursuant to Lender’s requirement;

(7) all awards, payments and other compensation made or to be made by any Governmental Authority with respect to the Land, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property, including any awards or settlements resulting from condemnation proceedings or the total or partial taking of the Land, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property under the power of eminent domain or otherwise and including any conveyance in lieu thereof;

(8) all contracts, options and other agreements for the sale of the Land, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property entered into by Borrower now or in the future, including cash or securities deposited to secure performance by parties of their obligations;

(9) all proceeds (cash or non-cash), liquidated claims or other consideration from the conversion, voluntary or involuntary, of any of the Mortgaged

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6 Property and the right to collect such proceeds, liquidated claims or other consideration;

(10) all Rents and Leases;

(11) all earnings, royalties, instruments, accounts, accounts receivable, supporting obligations, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property, and all undisbursed proceeds of the Loan and, if Borrower is a cooperative housing corporation, maintenance charges or assessments payable by shareholders or residents;

(12) all Imposition Deposits;

(13) all refunds or rebates of Impositions by any Governmental Authority or insurance company (other than refunds applicable to periods before the real property tax year in which the Security Instrument is dated);

(14) all forfeited tenant security deposits under any Lease;

(15) all names under or by which any of the above Mortgaged Property may be operated or known, and all trademarks, trade names, and goodwill relating to any of the Mortgaged Property;

(16) all deposits and/or escrows held by or on behalf of Lender under Collateral Agreements; and

(17) all awards, payments, settlements or other compensation resulting from litigation involving the Project.

Notwithstanding items numbered (1) through (17) above, Borrower may hold non- project funds in separate, segregated accounts, specifically labeled as non-project funds, which are not part of the Mortgaged Property. These accounts may hold those assets owned or received by Borrower, through equity contributions, gifts, or loan proceeds that were not required by HUD to become part of the Mortgaged Property and were not made a part of the Mortgaged Property by Borrower and funds released from the Mortgaged Property in compliance with Program Obligations (such as Distributions of Surplus Cash and loan repayments, if allowed). [If such accounts already exist, it is acceptable to identify them here, for example: The [name of accounts/reserves] are designated non-project fund accounts.]

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7 t. “Note” means the Note executed by Borrower described in the Security Instrument, including all schedules, riders, allonges and addenda, as such Note may be amended from time to time.

u. “Notice” is defined in Section 46.

v. “Personalty” means all equipment, inventory, and general intangibles. The definition of “Personalty” includes furniture, furnishings, machinery, building materials, appliances, goods, supplies, tools, books, records (whether in written or electronic form), computer equipment (hardware and software) and other tangible or electronically stored personal property (other than Fixtures) that are owned, leased or used by Borrower now or in the future in connection with the ownership, management or operation of the Land or the Improvements or are located on the Land or in the Improvements, and any operating agreements relating to the Land or the Improvements, and any surveys, plans and specifications and contracts for architectural, engineering and construction services relating to the Land or the Improvements, choses in action and all other intangible property and rights relating to the operation of, or used in connection with, the Land or the Improvements, including all certifications, approvals and governmental permits relating to any activities on the Land. Intangibles shall also include all cash and cash escrow funds related to the Project, such as but not limited to: Reserve for Replacement accounts, bank accounts, Residual Receipt accounts, and investments.
w. “Principal” means:
(1) a n individual, joint venture, partnership, corporation, trust, nonprofit association, or any other public or private entity proposing to participate, or participating, in a project as sponsor, owner, prime contractor, turnkey developer, management agent, packager, or consultant; and architects and attorneys who have any interest in the project other than an arms- length fee arrangement for professional services;
(2) t he term principal also includes: (i) any Affiliates of a principal; (ii) if the principal is a partnership, all general partners, and each limited partner having a 25 percent or more interest in the partnership; (iii) if the principal is a public or private corporation or governmental entity; the president, vice-president, secretary and treasurer and any other executive officers who are directly responsible to the board of directors, or the equivalent thereof; all the directors; and each stockholder having a 10 percent or more interest; and

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8 (3) specifically excepted from this definition of a principal are: (i) parties whose sole interest is that of purchaser or owner of less than five individual unit(s) in the same condominium or cooperative development; (ii) parties whose sole interest is that of a tenant; and (iii) public housing agencies.
x. “Project” and “Project Assets” mean the Mortgaged Property.

y. “Program Obligations” means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on “HUDCLIPS,” at www.hud.gov.

z. “Property Jurisdiction” is (are) the jurisdiction(s) in which the Land is located.

aa. “Reasonable Operating Expenses” means the reasonable expenses and payments that arise from the purchase of goods or services which are exclusively used for the operation, maintenance, and routine repair of the Project (including all payments and deposits required under this Agreement, the Note, or the Security Instrument), or as otherwise permitted by Program Obligations.

bb. “Rents” means all rents (whether from residential or non-residential space), revenues, issues, profits (including carrying charges, maintenance fees, and other cooperative revenues, and fees received from leasing space on the Mortgaged Property), other income of the Land or the Improvements, gross receipts, receivables, parking fees, laundry and vending machine income and fees and charges for food and other services provided at the Mortgaged Property, whether now due, past due, or to become due, Residual Receipts, and escrow accounts, however and whenever funded and wherever held.

cc. “Reserve for Replacement” is defined in Section 10.

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9 dd. “Residual Receipts” means certain funds which are restricted in their use by Program Obligations and applicable business documents (e.g., HAP Contract, Use Agreement) as may be more specifically described in a Residual Receipts Rider attached hereto.

ee. “Security Instrument” means the Multifamily (Mortgage, Deed of Trust, Deed to Secure Debt, or other designation as appropriate in Property Jurisdiction), Assignment of Leases and Rents and Security Agreement (HUD-94000M), and any other security for the Indebtedness between Borrower and Lender, and shall be deemed to be the “mortgage” as defined by Program Obligations.

ff. “Surplus Cash” means certain Project cash pursuant to the calculation set forth in Section 13.

gg. “State” includes the several states comprising the United States of America, and Puerto Rico, the District of Columbia, Guam, the Commonwealth of the Northern Marianas, American Samoa, and the U.S. Virgin Islands.

hh. “Taxes” means all taxes, assessments, vault rentals and other charges, if any, general, special or otherwise, including all assessments for schools, public betterments and general or local improvements, that are levied, assessed or imposed by any public authority or quasi-public authority, and that, if not paid, could become a lien on the Land or the Improvements.

ii. “Undocumented Expense” is defined in Section 16.

jj. “Violation” is defined in Section 36.

kk. “Waste” means a failure to keep the Mortgaged Property in decent, safe and sanitary condition and in good repair. During any period in which HUD insures the Loan or holds a security interest on the Mortgaged Property, Waste is committed when, without Lender’s and HUD’s express written consent, Borrower:

(1) physically changes the Mortgaged Property, whether negligently or intentionally, in a manner that reduces its value;

(2) fails to maintain and repair the Mortgaged Property in accordance with Program Obligations;

(3) fails to pay before delinquency any Taxes secured by a lien having priority over the Security Instrument;

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10 (4) materially fails to comply with covenants in the Note, the Security Instrument or this Regulatory Agreement respecting physical care, maintenance, construction, abandonment, demolition, or insurance against casualty of the Mortgaged Property; or

(5) retains possession of Rents to which Lender or its assigns have the right of possession under the terms of the Loan Documents;

II. CONSTRUCTION; REFINANCING

2. [Check the applicable box(es):]
a. CONSTRUCTION FUNDS. Borrower shall keep funds of the Mortgaged Property to be used for construction or substantial rehabilitation separate and apart from operating funds of the Mortgaged Property. Funds for construction or substantial rehabilitation are identified in the Building Loan Agreement and/or Construction Contract.

b. DEFERRED REPAIR FUNDS. Borrower shall keep funds of the Mortgaged Property to be used for non-critical or other deferred repairs separate and apart from operating funds of the Mortgaged Property. Funds for non-critical or other deferred repairs are identified in the Escrow Agreement for Deferred Repairs, if applicable.

3. UNPAID OR OUTSTANDING OBLIGATIONS. Borrower certifies, upon final or initial/final endorsement of the Note by HUD, Borrower shall have no unpaid obligations in connection with the purchase of the Mortgaged Property, the construction or repair of the Mortgaged Property, or with respect to the Security Instrument, except such unpaid obligations as have the written approval of HUD as to terms, form and amount; and, except for those obligations approved by HUD in writing, the Land shall be paid for in full and is free from any liens or purchase money obligations, or if the Land is subject to a leasehold interest, it shall be subject to a HUD approved lease, and it shall be free from any lien. As of the date hereof, Borrower has no knowledge of any liens or encumbrances against the Mortgaged Property that are not reflected as exceptions to coverage in the lender’s title policy insuring the Security Instrument accepted by HUD or that are not shown on the UCC search. All contractual obligations of Borrower or on behalf of Borrower with any party shall be fully disclosed to HUD.

4. LENDER’S CERTIFICATE. Borrower acknowledges receipt of the Lender’s Certificate or the Request for Endorsement of Credit Instrument & Certificate of Lender, Borrower & General Contractor, as applicable. To the extent such document establishes or reflects obligations of Borrower, such provisions are incorporated herein by this reference. Borrower agrees that the fees and expenses enumerated in the

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11 applicable document have been fully paid or payment has been provided for as set forth in such document and that all funds deposited with Lender shall be used for the purposes set forth in such document insofar as Borrower has rights and obligations in respect thereto.

5. CONSTRUCTION COMMENCEMENT/REPAIRS.

a. [Check the box to the left for Construction/Substantial Rehabilitation transactions.] Borrower certifies that it has not commenced construction or substantial rehabilitation of the Mortgaged Property prior to HUD’s initial endorsement of the Note, except that this Section 5a is not applicable if HUD has given prior written approval to an early start of construction, or if this Project is an Insurance Upon Completion or if such work has been disclosed to and approved in writing by HUD. If Borrower has received prior written approval for early start, Borrower shall perform, observe and comply with all Program Obligations for early start prior to initial endorsement, which includes but is not limited to the release of liens in association with the Project, the funding of escrows for change orders, and the payment of an inspection fee.

b. [Check the box to the left for Refinance/Purchase transactions.] Borrower shall complete any non-critical or other deferred repairs in accordance with the terms of the Firm Commitment. Borrower is in receipt of HUD’s written acknowledgment of the satisfactory completion of any non-critical or other deferred repairs for the Mortgaged Property to the extent such repairs have been completed. Borrower has provided funds to complete any remaining repairs, as evidenced by the Escrow Agreement for Deferred Repairs, in accordance with Program Obligations, if applicable.

6. DRAWINGS AND SPECIFICATIONS. The Mortgaged Property shall be constructed in accordance with the terms of the Construction Contract as approved by HUD, if any, and with the Drawings and Specifications, if any, that have been approved by HUD and deemed attached to the Construction Contract.

7. REQUIRED PERMITS

a. [Check the box to the left for Construction/Substantial Rehabilitation transactions.] The Borrower has obtained, or caused to be obtained, all necessary certificates, permits, licenses, qualifications, authorizations, consents and approvals from all necessary Governmental Authorities to own and operate the Project and to carry out all of the transactions required by the Loan Documents and to comply with all applicable federal statutes and regulations of HUD in effect on the date of the Firm Commitment, except for those, if any, which customarily would be obtained at a later date, at an appropriate stage of construction or completion thereof, and which the Borrower shall obtain, or cause to be obtained, in the future. As the construction of the

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12 Project progresses, the Borrower will obtain or cause to be obtained, and submit to HUD and Lender all necessary building and other permits required by Governmental Authorities. The Mortgaged Property shall not be available for occupancy by any tenant without the prior written approval of HUD and of all other legal authorities having jurisdiction of the Mortgaged Property.

b. [Check the box to the left for Refinancing/Acquisition transactions.] Borrower has obtained, or cause to be obtained, all necessary certificates, permits, licenses, qualifications, authorizations, consents and approvals from all necessary Governmental Authorities to own and operate the Project, to carry out all of the transactions required by the Loan Documents and to comply with all applicable federal statutes and regulations of HUD in effect on the date of the Firm Commitment. If HUD requires that Borrower execute an Escrow Agreement for Deferred Repairs in connection with HUD’s endorsement for insurance of the Note, the licenses and permits that are in effect as of the date hereof are sufficient to allow any repair of the improvements required pursuant to the terms of the Escrow Agreement for Deferred Repairs to proceed to completion in the ordinary course.

8. ACCOUNTING REQUIREMENTS.

a. [Check the box to the left for Construction/Substantial Rehabilitation transactions.] Borrower shall submit a cost certification to HUD, if and as required by Program Obligations, for all receipts and disbursements during the period set forth therein. The excess of project income over property disbursements, as determined by HUD, shall be treated as a recovery of construction cost, except as otherwise allowed in Program Obligations.

b. [Check the box to the left for Refinancing/Acquisition transactions.] Borrower shall submit a cost certification to HUD, if and as required by Program Obligations, including all receipts and disbursements relating to repairs required pursuant to the Building Loan Agreement and/or the Escrow Agreement for Deferred Repairs. Any funds remaining after completion of the repairs shall be treated in accordance with Program Obligations, and pursuant to the Escrow Agreement for Deferred Repairs, if applicable.

III. FINANCIAL MANAGEMENT

9. PAYMENTS. Borrower shall make promptly all payments due under the Note, Security Instrument, and this Agreement.

10. RESERVE FOR REPLACEMENT. Borrower shall establish and maintain a

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13 Reserve for Replacement account for defraying certain costs of replacing major structural elements and mechanical equipment of the Project or for any other purpose.

a. The Reserve for Replacement shall be deposited with Lender or in a safe and responsible depository designated by Lender in accordance with Program Obligations.

Such funds shall at all times remain under the control of Lender or Lender’s designee and shall be held in accounts insured or guaranteed by a federal agency and in accordance with Program Obligations.

b. Borrower shall deposit a monthly amount of $______ concurrently with the Amortization Commencement Date unless a different date or amount is established by HUD. The amount of the monthly deposit may be increased or decreased from time to time at the written direction of HUD without a recorded amendment to this Agreement.

At least every ten years, starting from the date of initial or initial/final endorsement of the Note, and more frequently at HUD’s sole discretion, Borrower shall submit to HUD a written analysis of its use of the Reserve for Replacement during the prior ten years and the projected use of the Reserve for Replacement in accordance with Program Obligations.

c. Borrower shall carry the balance in this account on the financial records as a restricted asset. The Reserve for Replacement shall be invested in accordance with Program Obligations, and any interest earned on the investment shall be deposited in the Reserve for Replacement for use by the Project in accordance with this Section 10.

d. Disbursements from the Reserve for Replacement shall only be made after consent, in writing, of HUD, in its sole discretion, or as otherwise approved by HUD pursuant to Program Obligations. In the event of a Declaration of Default under the terms of the Security Instrument (pursuant to which the Indebtedness has been accelerated) a written notification by HUD to Borrower of a violation of this Agreement or at such other times as determined solely by HUD, HUD may direct the application of the balance in such account to the amount due on the Indebtedness as accelerated or for such other purposes as may be determined solely by HUD.

e. In the case of a transfer of the Mortgaged Property where the Project is already subject to a Security Instrument insured or held by HUD as of the date hereof, and this Agreement is now being executed by Borrower as of the date hereof, the Reserve for Replacement now to be established shall be equal to the amount due to be in such account under this Agreement, and payments hereunder shall begin with the first payment due on the Security Instrument after acquisition, unless some other method of establishing and maintaining the account is approved in writing by HUD.

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14 f. Upon Borrower’s full satisfaction of all HUD obligations, including but not limited to those imposed under this Agreement, Borrower shall receive any monies remaining in the Reserve for Replacement.

11. PROPERTY AND OPERATION; ENCUMBRANCES.

a. Borrower shall deposit all Rents and other receipts of the Project in connection with the financing of the Project, including equity or capital contributions required under the Firm Commitment or otherwise advanced for the purpose and as part of the Mortgaged Property, in the name of the Project in a federally insured depository or depositories and in accordance with Program Obligations. (Such required equity or capital contributions shall not include certain syndication proceeds, such as proceeds from Low Income Housing Tax Credit transactions used to repay bridge loans, all as more fully set forth in Program Obligations.) Such funds shall be withdrawn only in accordance with the provisions of this Agreement for Reasonable Operating Expenses of the Project or for Distribution of Surplus Cash or as reimbursement of advances as permitted by Sections 14 and 15 below; or for permitted deposits authorized by this Agreement or for any other reason authorized under this Agreement. Any person or entity receiving Mortgaged Property other than for payment of Reasonable Operating Expenses, authorized Distributions of Surplus Cash, or for any reason authorized under Section 34 of this Agreement, shall immediately deliver such Mortgaged Property to the Project and failing so to do shall hold such Mortgaged Property in trust.

b. Borrower shall not engage in any business or activity, including the operation of any other project, or incur any liability or obligation not in connection with the Project, nor acquire an Affiliate or contract to enter into any affiliation with any party except as otherwise approved by HUD.

c. Borrower shall satisfy or obtain a release of any mechanic’s lien, attachment, judgment lien, or any other lien that attaches to the Mortgaged Property or any part thereof.

d. Penalties, including but not limited to delinquent tax penalties and civil money penalties, shall not be paid from the Project.

e. Borrower shall promptly notify HUD of the appointment of any receiver for the Project, the filing of a petition in bankruptcy or insolvency or for reorganization.

f. Borrower shall keep the Mortgaged Property insured at all times in accordance with the Security Instrument and Program Obligations, and Borrower shall notify HUD of all payments received from an insurer.

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15 g. Borrower shall notify HUD of any action or proceeding relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect condemnation.

h. Borrower shall notify HUD of any litigation proceeding filed against Borrower or the Project, or any litigation proceeding filed by Borrower.

12. SECURITY DEPOSITS. Any funds collected as security deposits shall be kept (a) separate and apart from all other funds of the Project; (b) in interest bearing trust accounts, to the extent required by State or local law; and (c) in an amount which shall at all times equal or exceed the aggregate of all outstanding obligations under said account. Security deposit account interest shall be paid on a pro rata basis to tenants or applied to sums due under their leases upon the termination of their tenancy in the Project. The use of tenant security deposits for Project operations is prohibited unless the tenant has forfeited the deposit.

13. SURPLUS CASH.
a. Borrower must calculate Surplus Cash as of the last day of its fiscal year. Borrower may also, at its election, and if permitted pursuant to Program Obligations, calculate Surplus Cash as of the last day of the sixth month of its fiscal year. Borrower shall submit a report of its Surplus Cash calculations to HUD with its required annual financial reports, pursuant to Program Obligations.

b. Surplus Cash shall equal the sum of:

(1) Project cash and cash equivalents (excluding the Reserve for Replacement account and other HUD-required reserves);
(2) short-term investments;
(3) project-based Section 8 Housing Assistance Payments earned but not yet received by Borrower; and
(4) any amounts approved for withdrawal but not yet withdrawn from the Reserve for Replacements or any other reserves or escrow accounts;

after deducting:

(5) all sums due or required to be paid within the calendar month following the date as of which Surplus Cash is calculated under the terms of the Note and Security Instrument (including without limitation principal, interest, mortgage insurance premium deposits, deposits to the Reserve for

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16 Replacements and other reserves as may be required by HUD, and tax and insurance escrow deposits);
(6) all special funds required to be segregated by this Agreement, the Note, the Security Instrument, or Program Obligations, including tenant security deposits and any other amounts held in trust for tenants; and (7) all other obligations of the Project payable within the next thirty days, unless the obligation is paid subject to available Surplus Cash or subject funds for payment of the obligation are set aside or HUD has approved deferment of payment.

14. DISTRIBUTIONS. Borrower shall not make or take, or receive and retain, nor allow any Affiliate or Principal to receive or retain any Distribution of assets or any income of any kind of the Project, except from Surplus Cash or in accordance with Program Obligations. Distributions are governed by the following conditions:

a. No Distribution shall be made or taken from borrowed funds. Distributions shall not be taken prior to the completion of the Project. Distributions shall not be taken after HUD has given Notice to Borrower of a Violation under this Agreement or an Event of Default occurs under the Note or Security Instrument.

Distributions shall not be taken when a Project is under a forbearance agreement.

b. No Distribution shall be made or taken when either (i) necessary services (utilities, trash removal, security, lawn service or any other services that Borrower is required to provide) are not being provided on a regular basis, which failure Borrower should have known about in the exercise of due care; (ii) notices of physical repairs or deficiencies (including, but not limited to, building code violations) by Governmental Authorities and/or by HUD have been issued and remain unresolved to the satisfaction of the issuing public body; or (iii) Borrower has been notified by HUD, Lender or a Governmental Authority that physical repairs and/or deficiencies exist and Borrower has not corrected or cured the identified items to HUD’s satisfaction. Upon completion of the repairs, HUD may permit a Distribution to be placed in an escrow account until a subsequent inspection has been completed by HUD. If the Project passes a subsequent inspection, HUD may then authorize release of the funds in the escrow account to Borrower. HUD may also permit Distributions when there are minor or contested local code violations on a case-by-case basis.

c. Any Distribution of any funds of the Project not permitted by this Agreement or Program Obligations shall be returned to the appropriate Project account as specified by HUD immediately.

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17 d. Any Distributions shall be made or taken only as permitted by the law of the applicable jurisdiction. Distributions, if taken, must be taken out of the appropriate Project account as specified by HUD within the accounting period immediately following the computation of Surplus Cash, and prior to the Borrower’s next calculation of Surplus Cash, pursuant to Section 13 above, and if not taken within the identified period, these funds remain as Mortgaged Property and may only be used as permitted by this Agreement.

e. Equity or capital contributions shall not be reimbursed from Project accounts without the prior written approval of HUD. Borrower advances for Reasonable Operating Expenses shall not be deemed to fall under this subsection but rather shall be treated under Section 15 below.

15. BORROWER ADVANCES.
a. “Borrower Advances” means any advance of funds or loan to the Project made by Borrower or any Affiliate for whatever reason. Borrower Advances do not include equity or capital contributions whether required in conjunction with the financing of the Project or otherwise. Borrower Advances may only be repaid from Project funds pursuant to this Section 15.

b. Any Borrower Advances must be deposited into the Project’s operating account as required by Program Obligations. Interest may accrue on Borrower Advances pursuant to Program Obligations and may only be paid in accordance with this Section 15.

c. Borrower Advances may only be repaid, and interest on Borrower Advances may only be paid:

(1) with prior written approval from HUD, or

(2) if and to the extent that Borrower is permitted to take Distributions, from funds allowable for Distributions, and only at times when Distributions are permitted pursuant to Sections 13 and 14 of this Agreement.

d. Repayments of Borrower Advances, and payments of interest on Borrower Advances, approved by HUD and made pursuant to Section 15(c)(i) shall be considered Reasonable Operating Expenses.

e. Borrower shall require, as a condition of any agreement to repay Borrower Advances, or to pay interest thereon, with any party making such Borrower

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18 Advances, that such agreement shall recognize the limitations of this Section 15 and, if all of the conditions of this Section 15 are not met, shall hold the Borrower and the Mortgaged Property harmless for failure to pay.

16. FINANCIAL ACCOUNTING. Borrower shall keep the books and accounts of the operation of the Mortgaged Property in accordance with Program Obligations. The books and accounts must be complete, accurate and current at all times. Posting must be made at least monthly to the ledger accounts, and year-end adjusting entries must be posted promptly in accordance with sound accounting principles.

Any Undocumented Expense or Distribution shall be an ineligible Project expense, unless otherwise determined in writing by HUD. An “Undocumented Expense” is an expense without sufficient documentation that provides reasonable identification of the basis of the expense. Books, accounts and records shall be open and available for inspection by HUD, after reasonable prior notice, during normal office hours, at the Project or another mutually agreeable location.

17. BOOKS MAINTAINED BY MANAGEMENT AGENTS. The books and records of the Project maintained by management agents and Affiliates shall be maintained in accordance with Program Obligations and shall be open and available to inspection by HUD, after reasonable prior notice, during normal office hours, at the Project or another mutually agreeable location. Every agreement executed on behalf of the Project with any management agent or Affiliate shall include the provision that the books and records of the Project shall be properly maintained and open to inspection during normal business hours by HUD at the Project or another mutually agreeable location and that upon the termination of an agreement with management agent and/or Affiliates, the books and records of the Project maintained by the management agent and/or Affiliates shall remain with Borrower.

18. ANNUAL FINANCIAL REPORTS.

a. Within ninety (90) days, or such period established in writing by HUD, following the end of each fiscal year, Borrower shall prepare a financial report for the Borrower’s fiscal year, or the portion thereof that started with the Borrower’s assumption of financial responsibility (or the portion thereof that ended with Borrower’s permitted transfer pursuant to a HUD-approved transfer of the Project), based on an examination of the books and records of the Borrower in accordance with generally accepted accounting principles (GAAP) and in such other form and substance as specified by HUD in supplemental guidance, and provide such report to HUD in such form and substance as specified by HUD under the Uniform Financial Reporting Standards at 24 C.F.R. Section 5.801 (UFRS), or any successor regulations, and Program Obligations.

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19 b. Unless specifically waived or modified by HUD or through government notice (OMB Circular A-133 or any equally applicable notice), Borrower shall: (i) engage an independent, licensed Certified Public Accountant (CPA) to audit the Borrower’s annual financial report and to produce an audit report in accordance with both Generally Accepted Government Auditing Standards (GAGAS) and Generally Accepted Auditing Standards (GAAS); (ii) engage an independent, licensed CPA to perform an agreed-upon procedure, in accordance with the American Institute of Certified Public Accountants (AICPA) Statement on Standards for Attestation Engagements (SSAE) Number 4, to compare the financial data template information submitted electronically by the Borrower to HUD against the annual financial report examined by, and the audit report prepared by, the independent, licensed CPA; and (iii) furnish to HUD the audit report, and any other reports relating to the annual financial report or the audit report as required by Program Obligations, by such means and in such form and substance as specified by HUD under UFRS, or any successor regulations, and Program Obligations.

c. To the extent certain non-profit Borrowers’ requirement to submit audited annual financial reports may be waived or modified pursuant to OMB Circular A-133 or any successor notice, no provisions of such notice shall be construed to relieve Borrower of any requirements of this Section 18, except for those requirements specifically waived or modified by such notice.

d. If Borrower fails to perform as required pursuant to this Section 18, HUD may, at its sole election, and in a manner determined by HUD, and without affecting any other provisions of this Agreement, and without first providing notice of violation of this Agreement pursuant to Section 36 of this Agreement, initiate a forensic audit of the Borrower’s books, records, and accounts in such a manner as to provide to HUD with as much of the same information that would have been provided had the Borrower not failed to perform as required. Any such audit initiated by HUD does not relieve Borrower of the requirement to submit to HUD an annual audited financial report as required pursuant to this Agreement.

IV. PROJECT MANAGEMENT

19. PRESERVATION, MANAGEMENT AND MAINTENANCE OF THE MORTGAGED PROPERTY. Borrower (a) shall not commit Waste, (b) shall not abandon the Mortgaged Property, (c) shall restore or repair promptly, in a good and workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its original condition, or such other condition as HUD may approve in writing, whether or not litigation or insurance proceeds or condemnation awards are available to cover any

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20 costs of such restoration or repair, and (d) shall keep the Mortgaged Property in decent, safe, sanitary condition and good repair, including the replacement of Personalty and Fixtures with items of equal or better function and quality, all in accordance with Program Obligations. By executing this Agreement, Borrower agrees and understands that obligations (a) through (d) of this Section 19 are absolute and unconditional and are not limited by any conditions precedent and are not contingent on HUD’s performance of any administrative or contractual obligations. Furthermore, HUD is in no way obligated to provide funding or any financial assistance of any kind to Borrower to repair, rehabilitate, maintain, or make improvements to the Mortgaged Property. The Mortgaged Property must also be maintained in reasonable condition for proper audit and subject to examination by HUD at the Project or another mutually agreeable location. In the event all or any of the Improvements shall be destroyed or damaged by fire, by failure of warranty, or other casualty, the money derived from any settlement, judgment, or insurance on the Mortgaged Property shall be applied in accordance with the terms of the Security Instrument. In the event all or any of the Improvements shall be taken by an exercise of the power of eminent domain, all awards of compensation in connection with condemnation for public use of or a taking of any of the Improvements shall be paid in accordance with the Security Instrument.

20. FLOOD HAZARDS. Borrower shall maintain flood insurance if required by the Security Instrument.

21. MANAGEMENT. Borrower shall provide management of the Mortgaged Property in a manner deemed to be acceptable to HUD. At HUD’s sole discretion, HUD may require replacement of the management under any circumstances set forth in subsection (d) of this Section 21 pursuant to Program Obligations, in which case Borrower shall immediately make arrangements for providing management satisfactory to HUD. Borrower shall execute a management agreement or other document outlining procedures for managing or operating the Mortgaged Property. Such agreement or document must comply with Program Obligations. Borrower and management agent (if applicable) shall submit and maintain a current management certification in accordance with Program Obligations. In addition to the requirements of Section 17 above, all management agreements must contain the following provisions:

a. HUD’s rights and requirements prevail in the event of any conflict with the terms of the management agreement.

b. The management agreement shall not be assigned without the prior written approval of HUD.

c. Management fees will be computed and paid in accordance with HUD requirements.

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21 d. HUD may require Borrower to terminate the management agreement:

(1) immediately without penalty if an Event of Default occurs under the Security Instrument, Note, or Regulatory Agreement ;
(2) upon thirty (30) days written notice to Borrower and management agent, for failure to comply with the provisions of the Management Certification, or for other good cause; or
(3) immediately without penalty when HUD takes control of the Mortgaged Property pursuant to its rights under the Loan Documents as mortgagee in possession.

e. If Borrower terminates the management agreement pursuant to a request from HUD, the management agent must immediately turn over to Borrower all of the cash, accounts, deposits, investments, and records pertaining to the Mortgaged Property.

f. Borrower may terminate the management agreement for cause with no more than a thirty (30) day notice period.

g. The management agreement shall not exempt the management agent from liability for damages, injuries or losses, resulting from the management agent’s gross negligence or willful misconduct.

22. CONTRACTS FOR GOODS AND SERVICES. Consistent with Program Obligations, Borrower shall obtain contracts for goods, materials, supplies, and services (Goods and Services) at costs, amounts, and terms that do not exceed reasonable and necessary levels and those customarily paid in the vicinity of the Land for Goods and Services received. The purchase price of Goods and Services shall be based on quality, durability and scope of work and shall be made upon the most advantageous terms for the Project operation. Reasonable Operating Expenses do not include amounts paid for Improvements and/or betterments, unless approved in writing by HUD.

Borrower shall keep copies of all written contracts or other instruments that affect the Mortgaged Property, all or any of which may be subject to inspection and examination by HUD at the Project or another mutually agreeable location.

23. RESPONSIVENESS TO INQUIRIES. At the request of HUD, Borrower shall promptly furnish operating budgets and occupancy, accounting and other reports (including credit reports) and give specific answers to questions relative to income,

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22 assets, liabilities, contracts, operation, and conditions of the Mortgaged Property and the status of the Security Instrument.

24. TENANT ORGANIZATIONS. If the Project is subject to 24 C.F.R. Part 245, Subpart B or any successor regulation covering the rights of tenants to organize, Borrower shall comply with this Section 24. Borrower shall not (a) impede the reasonable efforts of resident tenant organizations to represent their members or the reasonable efforts of tenants to organize, or (b) unreasonably withhold the use of any community room or other available space appropriate for meetings that is part of the Mortgaged Property when requested by: (i) a resident tenant organization in connection with the representational purposes of the organization; or (ii) tenants seeking to organize or to consider collectively any matter pertaining to their living environment, which includes the terms and conditions of their tenancy as well as activities related to housing and community development. Borrower may charge for the use of the Mortgaged Property any fees or costs approved by HUD as may normally be imposed for the use of such facilities or may waive any such fees or costs.

V. ADMISSIONS AND OCCUPANCY

25. RESIDENTIAL UNITS AND SERVICES. If the Project is subject to regulation of rent by HUD, Borrower shall make residential units and services of the Project available to eligible tenants at charges not exceeding those established in accordance with a rental schedule approved in writing by HUD.

26. LEASE TERMS FOR RESIDENTIAL UNITS. Residential units shall not be rented for a period of less than thirty (30) days or for more than 3 years and shall not be used for transient or hotel purposes. Rental for transient or hotel purposes shall mean: (a) rental for a period of less than thirty (30) days or (b) any rental, if the occupants of the residential units are provided customary hotel services such as room service for food and beverages, maid service, furnishings or laundering of linens, and bellhop service.

Residential units in projects with Security Instruments initially endorsed for insurance pursuant to Section 231 of the National Housing Act, as amended, may be rented for a period of more than 3 years.

27. COMMERCIAL (NON-RESIDENTIAL) LEASES. No portion of the Mortgaged Property shall be leased for any commercial purpose or use without receiving HUD’s prior written approval as to terms, form and amount, except that for lease renewals or extensions or amendments involving no change in terms or use, rent increases are permitted without HUD approval. Borrower must deliver an executed copy of the commercial Lease to HUD.

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23 28. SUBLEASES. All Leases of residential units by Borrower to tenants must also prohibit assignment of the leasehold interest by the tenant without the prior written approval of Borrower. All Leases of residential units by Borrower to tenants must prohibit tenants from entering into any subleases that do not run for at least thirty (30) days and must require that all subleases be approved in advance in writing by Borrower. Leases of residential units must prohibit the tenant from granting the right to occupy the premises for a period of less than thirty (30) days or from furnishing hotel services, as defined in Section 26. Assignment and subleasing of units by other than the tenant thereof without the prior written approval of Borrower shall be prohibited in the Lease. Upon discovery of any unapproved assignment, sublease or occupancy, Borrower shall, to the extent permitted by law, immediately demand cancellation and/or vacation of the premises, as appropriate, and notify HUD thereof.

29. TENANT SELECTION/OCCUPANCY.

a. If the Security Instrument is originally a HUD-held purchase money mortgage, or is originally endorsed for FHA multifamily insurance under any Section of the National Housing Act, as amended, other than Section 231 units specially designed for use and occupancy of Elderly Persons exclusively, Borrower shall not, in selecting tenants, discriminate against any person or persons by reason of the fact that there are children in the family, unless in accordance with the Fair Housing Act and otherwise approved in writing by HUD in accordance with the Program Obligations.

b. If the Security Instrument is originally endorsed for insurance under Section 221, Borrower shall, in selecting tenants, give to Displaced Persons or Families an absolute preference or priority of occupancy that shall be accomplished as follows: (1) For a period of sixty (60) days from the date of original offering, unless a shorter period of time is approved in writing by HUD, all units shall be held for such preferred applicants, after which time any remaining unrented units may be rented to non-preferred applicants; (2) thereafter, and on a continuing basis, such preferred applicants shall be given preference over non-preferred applicants in their placement on a waiting list to be maintained by Borrower; and (3) through such further provisions agreed to in writing by the parties to this Agreement.

c. At least 75% of the units in a Project insured under Section 231 shall be designed for the use and occupancy of Elderly Persons unless prior written approval is given by HUD for a lesser number of units.

d. All advertising or efforts to rent a project insured under Section 231 shall reflect a bona fide effort of Borrower to obtain occupancy by Elderly Persons.

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24 30. ADDITIONAL OCCUPANCY RESTRICTIONS AND POLICIES:

[a. List any additional occupancy restrictions and policies imposed in connection with the Loan (e.g., for Section 231 or for Afforadable Housing MIP) or insert “none”.

b. Additional occupancy restrictions and policies imposed by other programs may be listed here as well, but, if so, also insert a caveat to such restrictions stating:
“these provisions are for informational purposes only and are not required under the Loan.”]

31. RENTS. If the Project is subject to regulation of rent by HUD, HUD will at any time entertain a written request for a rent increase that is properly supported by substantiating evidence and HUD will, within a reasonable time: (a) approve a rental schedule that is necessary to compensate for any net increase, occurring since the last approved rental schedule, in taxes (other than income taxes) and operating and maintenance costs over which Borrower has no effective control; or (b) deny the increase and state the reasons for its decision.

32. CHARGES FOR SERVICES AND FACILITIES. If the Project is subject to regulation of rent by HUD, Borrower shall only charge to and receive from any tenant such amounts as have the prior written approval of HUD and are mutually agreed upon between Borrower and the tenant for any facilities and/or services not included in the HUD approved rent schedule that may be furnished by, or on behalf of, Borrower to such tenant upon request.

33. PROHIBITION OF CERTAIN FEES. Borrower shall not charge any Project tenant or prospective Project tenant any fees prohibited under Program Obligations. Such prohibited fees may include an admission fee, a key fee, or similar payment pursuant to any agreement to furnish residential units or services to persons making such payments.

34. SECURITY DEPOSITS AND OTHER FEES. Borrower shall not require as a condition of occupancy or leasing of any unit in the Project, any consideration or deposit other than the prepayment of the first month’s rent plus a security deposit in an amount not in excess of one month’s rent to guarantee the performance of the lease terms.

Borrower may charge certain application processing fees such as credit check or criminal background fees or pet deposits.

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25 VI. ACTIONS REQUIRING THE PRIOR WRITTEN APPROVAL OF HUD

35. ACTIONS REQUIRING THE PRIOR WRITTEN APPROVAL OF HUD. Borrower shall not without the prior written approval of HUD:

a. Convey, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of the Mortgaged Property or any interest therein, or permit the conveyance, assignment, or transfer of any interest in Borrower (if the effect of such conveyance, assignment or transfer is the creation or elimination of a Principal) unless permitted by Program Obligations. Borrower need not obtain the prior written approval of HUD: (i) for a conveyance of the Mortgaged Property at a judicial or non-judicial foreclosure sale under the Security Instrument; (ii) for inclusion of the Mortgaged Property in a bankruptcy estate by operation of law under the United States Bankruptcy Code; (iii) for acquisition of an interest by inheritance or by Court decree; or (iv) for actions permitted under subsection (g) below. b. Enter into any contract, agreement or arrangement to borrow funds or finance any purchase or incur any liability, direct or contingent, other than for Reasonable Operating Expenses.
c. Pay out any funds of the Mortgaged Property except as provided in this Agreement and Program Obligations.
d. Except from permissible withdrawals of Surplus Cash, pay any compensation, including wages or salaries, or incur any obligation to do so, to any officer, director, stockholder, trustee, beneficiary, partner, member, manager (in the case of a Borrower formed as a Limited Liability Company or Limited Liability Corporation), or Principal of Borrower, or to any nominee thereof.
e. Enter into or change any contract, agreement or arrangement for supervisory or managerial services or Leases for operation of the Project in whole or in part except as permitted under Program Obligations.
f. Convey, assign or transfer any right to receive the Rents of the Mortgaged Property, except as provided in the Security Instrument.
g. Remodel, add to, subtract from, construct, reconstruct or demolish any part of the Mortgaged Property, except as required by HUD under Section 19(c) and except that Borrower may, without the prior written approval of HUD, dispose of obsolete or deteriorated Fixtures or Personalty if the same are replaced with like items of the same or greater quality or value and make minor alterations that do not impair the security.

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26 h. Permit the use of the Mortgaged Property for any other purpose except the use for which it was originally intended, or permit commercial use greater than that originally approved by HUD.

i. Amend the organizational documents of Borrower in a way that materially modifies the terms of the organization, including, but not limited to: any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional partner or member; any amendment that would authorize any officer, partner or member other than the officer(s), general partner(s) or the managing member(s) of the corporation, partnership or company or pre-approved successor officer(s), general partner(s) or managing member(s) to bind the corporation, partnership or company for any matters concerning the Project which requires HUD’s consent or approval; a change in the officer(s), general partner(s) or managing member(s) or pre-approved successor officer(s), general partner(s) or managing member(s) of the corporation, partnership or company and any proposed changes to the HUD-required provisions included in the organizational documents.

Copies of all fully executed amendments to the organizational documents must be provided to HUD within ten (10) days of the effective date of the amendment. If the amendments to the organizational documents are recorded or filed, copies of the recorded or filed documents must be provided to HUD within ten (10) days of receipt by Borrower.

j. Reimburse any party from Mortgaged Property for payment of expenses or costs of the Project or for any purpose except for Reasonable Operating Expenses and in a manner consistent with Section 15.

k. Receive any fee or payment of any kind from any managing agent, employee of the Project or of the managing agent, or other provider of Goods or Services of the Project, except for warranty claims from providers of Goods and Services.

l. Initiate or acquiesce in a change in the zoning classification of the Mortgaged Property that results in any change in permitted use that was in effect at the time of initial/final endorsement.

m. Establish any condominium or cooperative regime with respect to the Mortgaged Property.

n. Materially change any unit configurations or change the number of units in the Mortgaged Property.

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27 VII. ENFORCEMENT

36. VIOLATION OF AGREEMENT. The occurrence of any one or more of the following shall constitute a “Violation” under this Agreement:

a. Any failure by Borrower to comply with any of the provisions of this Agreement;

b. Any fraud or material misrepresentation or material omission by Borrower, any of its officers, directors, trustees, general partners, members, managers or managing agent in connection with (1) any financial statement, rent roll or other report or information provided to HUD or (2) any request for HUD’s consent to any proposed action, including a request for disbursement of funds from any restricted account for which HUD’s prior written approval is required; and/or

c. The commencement of a forfeiture action or proceeding, whether civil or criminal, which, in HUD’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the value of the Mortgaged Property.

37. DECLARATION OF DEFAULT.

a. Upon a Violation, HUD may give written Notice, pursuant to Section 46, of the Violation to Borrower, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD, be designated by Borrower as its legal business address. If, after receiving written Notice of a Violation, that Violation is not corrected to the satisfaction of HUD either within thirty (30) days after the date Notice is mailed, or within such shorter or longer time set forth in said Notice, HUD may declare a default (Declaration of Default) under this Agreement without further Notice. Alternatively, in order to protect the health and safety of the tenants, HUD may declare a default at any time during the existence of a Violation without providing prior written Notice of the Violation.

b. Upon any Declaration of Default HUD may:

(1) If HUD holds the Note, declare the whole of said Indebtedness immediately due and payable and then proceed with the foreclosure of the Security Instrument;

(2) If said Note is not held by HUD, notify the Lender of such default and require the Lender to declare a default under the Note and Security Instrument, and the Lender, after receiving such Notice and demand, may declare the whole Indebtedness due and payable and thereupon proceed

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28 with foreclosure of the Security Instrument or assignment of the Note and Security Instrument to HUD as provided in Program Obligations.

Upon assignment of the Note and Security Instrument to HUD, HUD may then proceed with the foreclosure of the Security Instrument;

(3) Collect all Rents and charges in connection with the operation of the Project and use such collections to pay Borrower’s obligations under this Agreement and under the Note and Security Instrument and the necessary expenses of preserving and operating the Mortgaged Property;

(4) Take possession of the Mortgaged Property, bring any action necessary to enforce any rights of Borrower growing out of the Mortgaged Property’s operation, and maintain the Mortgaged Property in decent, safe, and sanitary condition and good repair;

(5) Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any Violations of this Agreement, for the appointment of a receiver to take over and operate the Project in accordance with this terms of the Agreement, or for such other relief as may be appropriate, as the injury to HUD arising from a default under any of the terms of this Agreement would be irreparable and the amount of damage would be difficult to ascertain; and,

(6) Collect reasonable attorney fees related to enforcing Borrower’s compliance with this Agreement.

38. FORBEARANCE NO WAIVER. Any forbearance by HUD in exercising any right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver of or preclude the exercise of any right or remedy.

39. MEASURE OF DAMAGES. The damage to HUD as a result of Borrower’s breach of duties and obligations under this Agreement shall be, in the case of failure to maintain the Mortgaged Property as required by this Agreement, the cost of the repairs required to return the Project to decent, safe and sanitary condition and good repair.

This contractual provision shall not abrogate or limit any other remedy or measure of damages available to HUD under any civil, criminal or common law.

VIII. MISCELLANEOUS

40. COMPLIANCE WITH LAWS.

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29 a. Borrower shall comply with all applicable: laws; ordinances; regulations; requirements of any Governmental Authority; lawful covenants and agreements (including the Security Instrument) recorded against the Mortgaged Property; and Program Obligations including lead-based paint maintenance requirements of 24 C.F.R.

Part 35, Subpart G, and any successor regulations; including but not limited to those of the foregoing pertaining to: health and safety; construction of improvements on the Mortgaged Property; fair housing; civil rights; zoning and land use; Leases; and maintenance and disposition of tenant security deposits; and, with respect to all of the foregoing, all subsequent amendments, revisions, promulgations or enactments.

Borrower shall at all times maintain records sufficient to demonstrate compliance with the provisions of this Section 40. Borrower shall take appropriate measures to prevent, and shall not engage in or knowingly permit, any illegal activities at the Mortgaged Property, including those that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture of the Mortgaged Property, or otherwise impair the lien created by the Security Instrument or Lender's interest in the Mortgaged Property. Borrower represents and warrants to HUD that no portion of the Mortgaged Property has been or shall be purchased with the proceeds of any illegal activity.

b. HUD shall be entitled to invoke any remedies available by law to redress any breach or to compel compliance by Borrower with these requirements, including any remedies available hereunder.

41. BINDING EFFECT. This Agreement shall bind, and the benefits shall inure to, Borrower, its heirs, legal representative, executors, administrators, successors in office or interest, and assigns, and to HUD and HUD’s successors, so long as the Contract of Insurance continues in effect, and during such further time as HUD shall be the Lender, holder, coinsurer, or reinsurer of the Security Instrument, or obligated to reinsure the Security Instrument.

42. PARAMOUNT RIGHTS AND OBLIGATIONS. Borrower warrants that it has not, and shall not, execute any other agreement with provisions contradictory of, or in opposition to, the provisions hereof, and that, in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict therewith.

43. SEVERABILITY. The invalidity of any clause, part, or provision of this Agreement shall not affect the validity of the remaining portions hereof.

44. RULES OF CONSTRUCTION. The captions and headings of the Sections of this Regulatory Agreement are for convenience only and shall be disregarded in construing this Regulatory Agreement. Any reference in this Regulatory Agreement to an “Exhibit” or a “Section” shall, unless otherwise explicitly provided, be construed as

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30 referring, respectively, to an Exhibit attached to this Regulatory Agreement or to a Section of this Regulatory Agreement. All Exhibits attached to or referred to in this Regulatory Agreement are incorporated by reference into this Regulatory Agreement.

Use of the singular in this Regulatory Agreement includes the plural and use of the plural includes the singular. As used in this Regulatory Agreement, the term, “including” means “including, but not limited to.” In this Regulatory Agreement, where the context may so require, feminine or masculine pronouns or adjectives shall be substituted for those of the neuter gender, and vice versa.

45. PRESENT ASSIGNMENT. Borrower irrevocably and unconditionally assigns, pledges, mortgages and transfers to HUD its rights to the Rents, charges, fees, carrying charges, Project accounts, security deposits, and other revenues and receipts of whatsoever sort that it may receive or be entitled to receive from the operation of the Mortgaged Property, subject to the assignment of Rents in the Security Instrument.

Until a default is declared under this Agreement, a revocable license is granted to Borrower to collect and retain such Rents, charges, fees, carrying charges, Project accounts, security deposits, and other revenues and receipts, but upon a Declaration of Default under this Agreement or under the Security Instrument, this revocable license is automatically terminated.

46. NOTICE.

a. All notices, demands and other communications (“Notice”) under or concerning this Agreement shall be in writing. A courtesy copy of any Notice given by Borrower or HUD shall be sent simultaneously to Lender. Each Notice shall be addressed to the intended recipients at their respective addresses set forth below, and shall be deemed given on the earliest to occur of (i) the date when the Notice is received by the addressee; (ii) the first or second Business Day after the Notice is delivered to a recognized overnight courier service, with arrangements made for payment of charges for next or second Business Day delivery, respectively; or (iii) the third Business Day after the Notice is deposited in the United States mail with postage prepaid, certified mail, return receipt requested. As used in this Section 46, the term “Business Day” means any day other than a Saturday or a Sunday, a federal holiday or holiday in the state where the Project is located or other day on which the federal government or the government of the state where the Project is located is not open for business. When not specifically designated as a Business Day, the term “day” shall refer to a calendar day.
b. Any party to this Agreement and Lender may change the address to which Notices intended for it are to be directed by means of Notice given to the other party in accordance with this Section 46. Each party agrees that it shall not refuse or reject delivery of any Notice given in accordance with this Section 46, that it shall

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31 acknowledge, in writing, the receipt of any Notice upon request by the other party and that any Notice rejected or refused by it shall be deemed for purposes of this Section 46 to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the courier service.

BORROWER:

HUD:

LENDER:

47. CONFLICTS PROVISION. Borrower shall comply with the requirements set forth in this Agreement as well as any other agreement Borrower enters into with HUD. However, if a conflict exists between this Agreement and any other HUD agreement executed by Borrower, the agreement which imposes the more restrictive requirements on Borrower shall control.

48. THIRD PARTY BENEFICIARY. Borrower agrees that it is not a third-party beneficiary to the Contract of Insurance between HUD and Lender, as more fully set forth in 24 C.F.R. Part 207, Subpart B.

49. EXPLANATION OF ROLES. HUD is not providing a loan to the Borrower. HUD operates insurance programs under the provisions of the National Housing Act. HUD, through the Federal Housing Administration (FHA) provides insurance to private and public lenders, which it has approved as financially responsible, against loss on mortgages financing multifamily projects. The mortgage insurance is a contract between the approved lender and HUD. These are the only two parties to the FHA insurance contract, the approved mortgage lender and HUD. The approved lender is the only party that is intended to benefit from the contract of mortgage insurance. While borrowers and other program participants may incidentally benefit in some manner from the insured mortgage financing that the approved lender provides, all other program participants are deemed not to be third party beneficiaries of the insurance contract.

Thus, program participants have no rights and should not have any expectations in regard to decisions made or actions taken by HUD under the mortgage lender’s contract of mortgage insurance, including but not limited to accepting a loan as eligible for insurance or paying a claim.

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32 SECTION IX. NON RECOURSE

50. NONRECOURSE DEBT. The addendum (“Section 50 Addendum”) attached hereto is incorporated herein by this reference.

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33 IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date first herein above written.

Each signatory below hereby certifies that each of their statements and representations contained in this Agreement and all their supporting documentation thereto are true, accurate, and complete and that each signatory has read and understands the terms of this Agreement. This Agreement has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein.

BORROWER THE UNITED STATES DEPARTMENT OF

HOUSING AND URBAN DEVELOPMENT,

ACTING BY OR THROUGH THE

SECRETARY
(insert name)

BY:_________________ BY:______________________________ Authorized Agent Authorized Agent
Title

[ADD ADDITIONAL LINES IF MORE THAN TWO SIGNATORIES]

Warning

Any person who knowingly presents a false, fictitious, or fraudulent statement or claim in a matter within the jurisdiction of the U.S. Department of Housing and Urban Development is subject to criminal penalties, civil liability, and administrative sanctions.

NOTICE: THIS DOCUMENT MUST HAVE A LEGAL DESCRIPTION ATTACHED AND BOTH THIS DOCUMENT AND THE SECTION 50 ADDENDUM MUST BE

EXECUTED WITH ALL FORMALITIES REQUIRED FOR RECORDING A DEED TO

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34 REAL ESTATE (e.g., NOTARY/ACKNOWLEDGEMENT, SEAL, WITNESS OR OTHER APPROPRIATE FORMALITIES).

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35 EXHIBIT A

[DESCRIPTION OF THE LAND]

A-1

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36 SECTION 50 ADDENDUM

The Loan is nonrecourse. Each individual/entity (each, a “Section 50 party”) as identified below and in the “Firm Commitment” (which means the commitment for insurance of advances or commitment for insurance upon completion issued to Lender by HUD under which the debt evidenced by the Note is to be insured pursuant to a Section of the Act, dated ___________ [month, date, year], and any amendments thereto):

1._______________________
(Individual/Entity Name)

2._______________________
(Individual/Entity Name)

does not assume personal liability for payments due under the Note and Security Instrument, or for the payments to the Reserve for Replacements, or for matters not under its control, provided that each Section 50 Party shall be personally liable under this Agreement only with respect to the matters hereinafter stated; namely: (a) for funds or property of the Project coming into its hands which, by the provisions hereof, it is not entitled to retain; (b) for authorizing the conveyance, assignment, transfer, pledge, encumbrance, or other disposition of the Mortgaged Property or any interest therein in violation of Section 35(a) of the Regulatory Agreement to which this addendum is attached (“Regulatory Agreement”) without the prior written approval of HUD; and (c) for its own acts and deeds, or acts and deeds of others, which it has authorized in violation of the provisions of this Section 50 Addendum. The obligations of each Section 50 Party shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, any termination of the Regulatory Agreement, or any release of record of the Security Instrument.

______________________________________
Name

_______________________________________
Title

_______________________________
Date
[ADD ADDITIONAL LINES FOR MULTIPLE SIGNATORIES]

Item #4

CITY COUNCIL AGENDA REPORT

January 20, 2026
Finance

TITLE: PUBLIC HEARING - ADOPT A RESOLUTION FINDING THAT CERTAIN

DEVELOPMENT IMPACT FEES SUBJECT TO THE MITIGATION FEE ACT (GOVERNMENT CODE SECTION 66000, ET SEQ.) ARE UNEXPENDED AFTER

FIVE YEARS AND THE FUNDS ARE COMMITTED TO PARTICULAR PROJECTS

SUMMARY
The California Mitigation Fee Act (Government Code Sections 66000 et seq.) mandates procedures for administration of impact fee programs, including collection and accounting, reporting, and refunds. Regarding reporting requirements, the Mitigation Fee Act (MFA) requires annual reporting and five-year reporting processes for each impact fee fund. The attached resolution finds that certain development impact fees have been held for five or more years and identifies the projects and the City's commitment thereto for the City's retention of the funds.

Staff made the required information as prescribed by the MFA available to the public within 180 days of the close of the 2024-25 Fiscal Year. Information was initially posted on the City’s website (https://www.cityofpleasantonca.gov/our-government/housing/housing-policy- inclusionary-zoning-ordinance-izo/) on December 26, 2025. After making this information publicly available, reports are required to be reviewed by City Council at the next regularly scheduled public meeting, but not less than 15 days after the statements are made available.

Hence, staff provided the required public meeting notice on December 29, 2025, and has made this report available 15 days in advance of the City Council meeting, as required by law.

RECOMMENDATION
Adopt a resolution finding that certain development impact fees subject to the Mitigation Fee Act (GC 66000, et seq.) are unexpended after five years and the funds are committed to particular projects.

BACKGROUND
Beginning in 1984, public entities were required to provide an annual accounting concerning the collection and use of all development impact fees. Effective January 1, 1989, AB 1600 (Government Code Section 66000 et seq.) established new accounting guidelines regarding the imposition and use of development impact fees. Effective January 1, 1997, SB 1693 made certain changes to AB 1600 and clarified and expanded the responsibilities of local agencies.

In February 1998, SB 1760 further clarified the development impact fees that are subject to AB 1600 and excluded water and sewer connection fees from the requirements to expend these fees within five years. While not required, water and sewer connection fees are included in this report to provide the information on the receipt and utilization of these funds.

One of the mandated accounting guidelines, as stated in Government Code Section 66006(a), provides that a local agency shall establish separate capital facility accounts for each

improvement funded by development impact fees. Any interest income earned by funds in such an account shall also be deposited in that account.

Reporting requirements for each impact fee fund are summarized as follows:

Annual Reporting Requirements: Section 66006 (b) (1) requires that once each year, within 180 days of the close of the fiscal year, the local agency must make available to the public certain information for each separate account established to receive impact fee revenues. The Annual Report must be reviewed by the City Council. Section 66013(d) has similar requirements for capacity charges for water and sewer utilities.

Five-Year Reporting Requirements: Section 66001 (d) requires that, for the fifth fiscal year following the first deposit of any impact fee revenue into an account or fund, and every five years thereafter, certain findings must be made with respect to unexpended funds, and findings must be made in connection with the public information required by Section 66006 (b), which are the annual reporting requirements.

To date, the City has issued both annual and five-year report documentation annually for review and acceptance by City Council before the end of each calendar year. While the City is not required by the MFA to meet the five-year reporting requirements on an annual basis, the Finance Department has reported in this manner to streamline the need for tracking reporting years between annual and five-year report dates and ensure compliance with the Mitigation Fee Act (MFA) in an ongoing manner.

DISCUSSION
The City uses fund accounting to segregate development impact fees subject to the Mitigation Fee Act from other City funds. Section 1 below meets the requirements for the Annual Report.

Section 2 then meets the requirements for the Five-Year Report.

Section 1: Annual Report on Funds Subject to the Mitigation Fee Act Government Code Section 66006 (b) (1) requires that once each year, within 180 days of the close of the fiscal year, the local agency must make available to the public the following information for each separate account established to receive impact fee revenues:

1. A brief description of the type of fee in the account or fund; (see report section 1.2)

2. The amount of the fee; (see report section 1.1 and attachment)

3. The beginning and ending balance of the account or fund; (see report section 1.3)

4. The amount of the fees collected, and interest earned; (see report section 1.3)

5. Identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees; (see report section 1.4)

6. Identification of the approximate date by which the construction of a public improvement will commence, if the City determines sufficient funds have been collected to complete financing of an incomplete public improvement. Identification of each public improvement identified in a previous report and whether construction began on the approximate date noted in the previous report. For a project identified for which construction did not commence by the approximate date provided in the previous report, the reason for the delay and a revised approximate date that the local agency will commence construction. (see report section 1.4)

7. A description of each inter-fund transfer or loan made from the account or fund, including interest rates, repayment dates, and a description of the improvement on which the transfer or loan will be expended; (see report section 1.5)

8. The amount of any refunds or allocations made pursuant to Section 66001, paragraphs (e) and (f). (see report section 1.6)

The Annual Report must be reviewed by the City Council at its next regularly scheduled public meeting, but not less than 15 days after the statements are made public, per Section 66006 (b) (2).

Section 66013(d) has similar requirements for capacity charges in that, within 180 days after the close of each fiscal year, the local agency must make available to the public the following information:

1. A description of the charges deposited in the fund; (see report section 1.2)

2. The beginning and ending balance of the fund and the interest earned from investment of moneys in the fund; (see report section 1.3)

3. The amount of charges collected in that fiscal year; (see report section 1.3)

4. An identification of:
a. Each public improvement on which charges were expended and the amount of expenditure for each improvement, including the percentage of the total cost of the public improvement that was funded with those charges if more than one source of funding was used; (see report section 1.4)
b. Each public improvement on which charges were expended that was completed during that fiscal year; (see report section 1.4)
c. Each public improvement that is anticipated to be undertaken in the following fiscal year. (see report section 1.4)

5. A description of each interfund transfer or loan made from the capital facilities fund, including the public improvement on which the transferred or loaned charges are or will be expended and, in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the fund will receive on the loan. (see report section 1.5)

Section 1.1 Current Impact Fees
Development impact fees in the City of Pleasanton are one-time charges levied on new development in Pleasanton to fund the construction of capital and infrastructure improvements, as presented in the “City of Pleasanton Development Impact Fee, Commercial Linkage Fee, and Affordable Housing In-Lieu Fee” report, prepared by Economic & Planning Systems Inc. (EPS), dated November 25, 2024. This report shall be referred to herein as “the “2024 Nexus Study." In November 2024, the City Council finalized review and approval of the methodology for updating fees. The Attachment to this Annual and Five-Year Development Impact Fee Report (the Report) provides a copy of Pleasanton’s current Development Impact Fee Schedule, for fees charged in Fiscal Year 2024/25.

Section 1.2 Types of Impact Fees and Impact Fee Funds
The impact fees documented in this Annual Report are listed below. The revenue and expenditures for each fee are tracked by the City in a separate fund.

Table 1. Impact Fees and Impact Fee Funds
Fund No. Fee Name Purpose and Use of the Fee
203 Public Facilities
(Capital Facilities Fees)
This fund is utilized to account for the Public Facilities portion of the Capital Facilities Fees. Facilities and equipment required to service new development are funded from this fee and include construction and expansion of public facilities, including general government, fire, police and public works as well as
their associated vehicle and equipment fleet expansion. When a project serves both new and existing development, only the portion related to new development is charged against this fund; the other portions of the project are funded by other sources, such as the General Fund. (PMC 3.22)
222 Park Development
(included in Capital
Facilities Fee)
This fund is utilized to account for the receipt of Park Dedication In-Lieu fees collected through December 2019. The City
repealed its In-Lieu Park Dedication Fee by Ordinance No. 2192 (2019) and Res. 18-1047.

This fund also accounts for the portion of the Capital Facilities (Impact) Fees attributable to Parks and Recreation Facilities.

Facilities required to service new development are funded from this fee and include acquisition and improvements of new parks as well as facility improvements and renovations to the library and community/cultural center buildings.
212 Traffic Impact
(Transportation
Development Fee)
This fund is utilized to account for the receipt of Traffic Impact fees. A fair share of planned transportation improvements, including interchange, pedestrian / bicycle safety, and traffic signal improvements required to service new development are funded from this fee. When a project serves both new and existing development, only the portion related to new
development is charged against this fund; the other portions of the project are funded by other sources, such as gas tax revenues or the General Fund. (PMC 3.26)
214 Tri-Valley Transportation
Development Fee
This fund is utilized to account for the receipt of Tri-Valley Transportation fees. The City, as a member of the Tri-Valley Transportation Council (TVTC), collects a fee from developers to finance projects to reduce traffic-related impacts caused by future developments. The City forwards 80% of the receipts to the TVTC to be utilized for regional traffic projects and retains 20% for City-related traffic projects. In addition, the City receives advances/reimbursements for City-related work
performed on specific TVTC-sponsored projects. The City acts as a project sponsor for some TVTC projects; in this capacity, the City receives pass-thru funds from TVTC and remits them to the appropriate agency in charge of the project.

104 Downtown Revitalization
District Parking In-Lieu
Fee
This fund is utilized to account for the receipt of Parking-In-Lieu fees for the Downtown Revitalization District (District). When development within the District is not able to accommodate all of its required parking onsite, the fee is collected to purchase land for and to construct public parking lots. (PMC 18.88.120). 122 Lower Income Housing
(Affordable Housing In-
Lieu Fee / Commercial
Linkage Fee)
This fund is utilized to account for the receipt of Lower Income Housing fees and their disbursement for lower-income housing programs, services, and/or projects. (PMC 17.40) The City’s Inclusionary Zoning Ordinance (IZO) requires that new market- rate residential development projects include a certain percentage of housing units at rents or sale prices that are affordable to lower income households this program includes the option for new development to pay an Affordable Housing In-Lieu Fee in lieu of providing affordable units on site as an alternative means of compliance. The Commercial Linkage Fee is charged to non-residential development exclusively in order to mitigate its impact on the need for affordable housing in the city.
422 Water Expansion
(Water Connection Fee)
Fund 422 accounts for water connection fee revenues and expenditures. When a project serves both new and existing development, only the portion related to new development is charged against these funds; the other portions of the project are funded by other sources, such as revenue from the rate payer funded Repair and Replacement Funds (Replacement
Funds). The Replacement Funds are accounted for separately. 432 Sewer Expansion
(Sewer Connection Fee)
Fund 432 accounts for sewer connection fee revenues and expenditures. When a project serves both new and existing development, only the portion related to new development is charged against these funds; the other portions of the project are funded by other sources, such as revenue from the rate payer-funded Repair and Replacement Funds (Replacement
Funds). The Replacement Funds are accounted for separately.

Section 1.3 Financial Summary Report
The following provides the required financial summary for each development impact fee, to include the beginning and ending balance, amount of fees and/or charges collected, and interest earned for the Fiscal Year End, June 30, 2025. Figures shown in Table 2 below are unaudited as of the date of this Report.

Table 2. Financial Summary, Fiscal Year 2025

Section 1.4 Public Improvements
Current Year Expenditures: The following table identifies the public improvements on which fees from each impact fee fund were expended as of Fiscal Year End, June 30, 2025. Per the MFA requirements, information regarding the amount of the expenditures on each improvement is also provided, including the percentage of the cost of the public improvement that was funded with fees.

Table 3. Current Public Improvements, Fiscal Year 2025

Planned Expenditures: The City determines allocations of priority, funding, and financing of incomplete public improvements through adoption of a five-year capital improvement program during the annual budgeting process. According to the City’s FY 2025/26 – FY 2029/30 Capital Improvement Program, funds are committed to complete financing of various public improvements as shown in the table below. Each project is identified by impact fee fund, and shows an approximate start date:

Table 4. Planned Public Improvements

Prior Year Reported Public Improvements: The following are public improvements identified in the City’s prior impact fee fund report: Council Agenda Report dated December 17, 2024.

The table notes the estimated start date for each project, and whether construction began on the approximate date noted in the previous report. For any project identified for which construction did not commence by the approximate date provided in the previous report, the reason for the delay is noted, as well as a revised approximate date that the City will commence construction.

Table 5. Prior Year Reported Public Improvements

Section 1.5 Interfund Loans
The Mitigation Fee Act requires a description of each inter-fund transfer or loan made from the account or fund, including interest rates, repayment dates, and a description of the improvement on which the transfer or loan will be expended. There were no new interfund transfers or loans made between impact fee funds in Fiscal Year 2025.

Section 1.6 Refund Requirements
The refunding requirements for the Mitigation Fee Act are summarized as follows:

Refunds under the Mitigation Fee Act: If the City determines that sufficient funds have been collected to complete financing on incomplete improvements for which impact fee revenue is to be used, it must, within 180 days of that determination, identify an approximate date by which construction of the public improvement will be commenced (Government Code Section 66001 (e)). If the agency fails to comply with that requirement, it must refund impact fee revenue in

the account according to procedures specified in Section 66001 (d).

As discussed in Section 1.4 of this Report, determinations regarding sufficient funds collected to complete incomplete improvements are provided by the City’s annual Capital Improvement Plan (CIP), along with their approximate start dates. Other than projects listed above and in the City’s CIP for which approximate construction dates have been provided, the City has not made a determination that sufficient funds have been collected to complete financing of any other incomplete public improvements. No refunds of impact fee monies were made or required.

Section 2: Five-Year Report on Funds Subject to the Mitigation Fee Act Prior to 1996, The Mitigation Fee Act required that a local agency collecting impact fees was required to expend or commit impact fee revenue within five years or make findings to justify a continued need for the money; otherwise, those funds had to be refunded. SB 1693, adopted in 1996 as an amendment to the Mitigation Fee Act, changed that requirement in material ways.

Now, Section 66001 (d) requires that, for the fifth fiscal year following the first deposit of any impact fee revenue into an account or fund as required by Section 66006 (b), and every five years thereafter, the local agency shall make all the following findings for any fee revenue that remains unexpended, whether committed or uncommitted:

1. Identify the purpose to which the fee will be put;

2. Demonstrate the reasonable relationship between the fee and the purpose for which it is charged;

3. Identify all sources and amounts of funding anticipated to complete financing of incomplete improvements for which impact fees are to be used;

4. Designate the approximate dates on which the funding necessary to complete financing of those improvements will be deposited into the appropriate account or fund.

These findings are also required to be made in conjunction with the annual reports discussed in Section 1.

Once the agency determines that sufficient funds have been collected to complete financing on incomplete improvements for which impact fee revenue is to be used, it must, within 180 days of that determination, identify an approximate date by which construction of the public improvement will be commenced (Section 66001 (e)). If the agency fails to comply with that requirement, it must refund impact fee revenue in the account according to procedures specified in Section 66001 (d).

The following provides Five-Year Report financial analysis and findings for each of the City’s development impact fee funds. It should be noted that:
• Complete Five-Year Mitigation Fee Act reporting and findings are provided for Fund 203 Public Facilities, Fund 222 Park Development, and Fund 212 Traffic Impact. • Partial Five-Year Mitigation Fee Act reporting and findings are provided for Fund 214 Tri-Valley Transportation, which is a regional funding source, and for Fund 104 Downtown Parking In-Lieu, whereby fees are not technically impact fees but required to

be reported on per recent court decisions.
• No Five-Year Mitigation Fee Act reporting or findings are provided for funds not subject to reporting requirements, including Fund 122 Lower Income Housing, Fund 422 Water Expansion, and Fund 432 Sewer Expansion.

Section 2.1 Fund 203 Public Facilities
The following table provides a five-year financial summary for the Public Facilities Fund.

Determination: As shown, there are no unexpended fee revenues within the fund balance as of Fiscal Year 2025 that are greater than five years old. The City continues to identify projects for commitment of any currently remaining funds available in Fund 203.

Required Five-Year Findings for Fund 203 Public Facilities:

1. Identify the purpose to which the fee will be put;
The purpose to which the Public Facilities fees apply is as stated in Section 1.2 of this Report as well as the 2024 Nexus Study.

2. Demonstrate the reasonable relationship between the fee and the purpose for which it is charged;
The reasonable relationship between the fee and the purpose for which it is charged is also substantiated by the 2024 Nexus Study completed by the City. Costs of improvements allocated to the Public Facilities Development Impact Fee reflect the proportion of the cost attributable to new development.

3. Identify all sources and amounts of funding anticipated to complete financing of incomplete improvements for which impact fees are to be used; The City’s 2024 Nexus Study identifies a list of improvements for which Public Facility impact fees are to be used based on a fair share cost allocation to new citywide development. Overall, about 22.7% of facility improvement costs are allocated to future development, which corresponds with growth as a percentage of future population. Specific other sources and amounts of funding anticipated to be used to complete improvements are determined on a project-by-project basis and documented in the City’s annual CIP adopted by City Council.

Typical sources of funding for public facility improvements other than impact fees include the General Fund.

4. Designate the approximate dates on which the funding necessary to complete financing of those improvements will be deposited into the appropriate account or fund.

The City annually identifies public improvement projects that have sufficient impact fee funds available to complete, including approximate dates (fiscal year) of construction in the Capital Improvement Plan as adopted by City Council. Fund 203 already has accrued sufficient funds to complete the projects identified by the CIP.

Section 2.2 Fund 222 Park Development Fund
The following table provides a five-year financial summary for the Park Development Fund.

Determination: There are unexpended fee revenues within the fund balance older than five years from the year of collection. The City continues to identify projects for commitment of remaining funds available in Fund 222:

Required Five-Year Findings for Fund 222 Park Development:

1. Identify the purpose to which the fee will be put;
The purpose to which the Park Development Impact fees apply is as stated in Section 1.2 of this Report as well as the 2024 Nexus Study.

2. Demonstrate the reasonable relationship between the fee and the purpose for which it is charged;
The reasonable relationship between the fee and the purpose for which it is charged is also substantiated by the 2024 Nexus Study completed by the City. Costs of improvements allocated to the Parks Development Impact Fee reflect the proportion of the cost attributable to new development.

3. Identify all sources and amounts of funding anticipated to complete financing of incomplete improvements for which impact fees are to be used; The City’s 2024 Nexus Study identifies a list of improvements for which Park Development impact fees are to be used based on a fair share cost allocation to new citywide development.

Overall, about 22.7% of facility improvement costs are allocated to future development, which corresponds with growth as a percentage of future population. Specific other sources and amounts of funding anticipated to be used to complete improvements are determined on a project-by-project basis and documented in the City’s annual Capital Improvement Plan adopted by City Council. Typical sources of funding for public facility improvements other than impact fees include Grants and the General Fund.

4. Designate the approximate dates on which the funding necessary to complete financing of those improvements will be deposited into the appropriate account or fund.

The City annually identifies public improvement projects that have sufficient impact fee funds available to complete, including approximate dates (fiscal year) of construction in the CIP as adopted by City Council. Fund 222 already has accrued sufficient funds to complete the projects identified by the CIP.

Section 2.3 Fund 212 Traffic Impact Fee Fund
The following table provides a five-year financial summary for the Traffic Impact Fee Fund.

Determination: There are unexpended fee revenues within the fund balance older than five years from the year of collection. The City continues to identify projects for commitment of remaining funds older than five years available in Fund 212:

Required Five-Year Findings for Fund 212 Traffic Impact:

1. Identify the purpose to which the fee will be put;
The purpose to which the Traffic Impact fees apply is as stated in Section 1.2 of this Report as well as the 2024 Nexus Study. A specific list of planned improvements eligible for impact fee funding is shown in Appendix B-1 to the 2024 Nexus Study.

2. Demonstrate the reasonable relationship between the fee and the purpose for which it is charged;
The reasonable relationship between the fee and the purpose for which it is charged is also substantiated by the 2024 Nexus Study completed by the City. Costs of improvements allocated to the Traffic Impact Fee reflect the proportion of the cost attributable to new development.

3. Identify all sources and amounts of funding anticipated to complete financing of incomplete improvements for which impact fees are to be used; The City’s 2024 Nexus Study identifies a list of improvements for which Traffic impact fees are to be used based on a fair share cost allocation to new citywide development. Specific other sources and amounts of funding anticipated to be used to complete improvements are determined on a project-by-project basis and documented in the City’s annual CIP adopted by City Council. Typical sources of funding for public facility improvements other than impact fees include Gas Tax, Grants, Special Sales Taxes, and the General Fund.

4. Designate the approximate dates on which the funding necessary to complete financing of those improvements will be deposited into the appropriate account or fund.

The City does not currently have sufficient funding necessary to complete financing of all identified projects shown in Appendix B-1 to the 2024 Nexus Study. The exact date of impact fee collection and deposit of funding is impossible to predict, as impact fee revenue is dependent on economic cycles associated with development activity. The City annually identifies public improvement projects that have sufficient impact fee funds available to complete, including approximate dates (fiscal year) of construction in the Capital Improvement Plan as adopted by City Council.

Section 2.4 Fund 214 Tri-Valley Transportation Fund
The following table provides a five-year financial summary for the Tri-Valley Transportation Fund.

Determination: There are unexpended fee revenues within the fund balance older than five years from the year of collection. However, the timing and allocation of funding for actual projects is dependent on the regional projects identified and planned by the Tri-Valley Transportation Council. Therefore, the City continues to hold impact fee funds in reserve for availability as projects are identified and completed by the TVTC. Given the inter-agency and regional configuration of this impact fee funding, no Five-Year Findings for Fund 214 are made in this report.

Section 2.5 Fund 104 Downtown Parking In-Lieu Fee Fund
Though not commonly considered impact fees by technical definition, the California Court of Appeal ruled in the recent Hamilton and High, LLC v. city of Palo Alto (2023) case that “in-lieu parking fees” for downtown projects are subject to certain MFA reporting requirements. The following table provides a five-year financial summary for the Downtown Parking In-Lieu Fund.

Determination: There are unexpended fee revenues within the fund balance older than five years from the year of collection. The City has committed 100% of funds continuously toward expansion of parking in the Downtown Transportation Corridor. Once the City determines sufficient funds are available to complete a public improvement project, the project will be scheduled accordingly into the Capital Improvement Plan. Because the Downtown Parking In- Lieu Fees are not technically impact fees, no Five-Year Findings for Fund 104 are made in this report. Pleasanton Municipal Code Section 18.88.120 has information about the in-lieu parking agreement that businesses can sign with the City and pay an appropriate in-lieu parking fee per space. https://ecode360.com/43035301#43035301

EQUITY AND SUSTAINABILITY
This action ensures that impact fee revenues collected continue to be utilized for various capital projects to improve or enhance the City's infrastructure and facilities.

OUTREACH
Notice of this meeting was posted on a local newspaper at least 15 days prior to the January 20, 2026 City Council meeting. Public comments received after publication of this report will be forwarded to the City Council.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Funding Our Future, Strategy 2 - Identifying expanded and new revenue sources to address significant infrastructure needs.

FISCAL IMPACT
AB 1600 requires the development impact fees held by the City that meet the criteria described in this report be refunded if the findings in the attached resolution are not adopted.

Prepared by: Submitted by: Approved by:

for
Chris Yi, Financial Services
Manager
Susan Hsieh, Director of Finance

Gerry Beaudin, City
Manager

Attachments:

1. Resolution

2. Development Fee Schedule

Attachment 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON FINDING

THAT CERTAIN DEVELOPMENT IMPACT FEES SUBJECT TO THE MITIGATION FEE ACT (GC 66000, ET SEQ) ARE UNEXPENDED AFTER FIVE YEARS AND THE FUNDS

ARE COMMITTED TO PARTICULAR PROJECTS

WHEREAS, Government Code Section 66001(d), effective January 1, 1989, requires the City (a) to make findings once each fiscal year with respect to any portion of a fee remaining unexpended in its account five or more years after deposit of the fee, (b) to identify the purpose to which the fee is to be put and to demonstrate a reasonable relationship between the fee and the purpose for which it is charged, (c) to identify all sources and amounts of funding anticipated to complete financing and (d) to designate the approximate date the expected funding will be deposited; and

WHEREAS, pursuant to Government Code Section 66006 (b)(2), the information was made available to the public on December 26, 2025; and a public meeting was held on January 20, 2026; and

WHEREAS, staff has reviewed the development impact fees collected from June 30, 2020 to determine if any such development fees still remain unexpended; and

WHEREAS, staff has found that development impact fees collected for this period remain unexpended and the City is committed to use these unexpended amounts for construction of capital improvements as follows:

Unexpended Amounts by Fund:

Park Development Fund
Traffic Impact Fee
Tri-Valley Transportation Development Fee
$ 2,721,458
1,526,684
1,956,355
Downtown Parking-In-Lieu 716,421

Total Fees Subject to AB 1600 $ 6,920,918

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

SECTION 1. That there are development impact fees remaining unexpended but these fees are committed to constructing improvements identified in Section 4 below that will implement goals and objectives of the City's General Plan;

SECTION 2. That the City's objective to mitigate the impacts caused by the development of residential, commercial, and industrial land will be assisted by the purchase of the equipment or construction of the improvements;

SECTION 3. That there is a reasonable relationship between the purpose of each of the developer fees and the purpose for which it is charged and committed as stated below in Section

4.

SECTION 4. That the amount of the development impact fees collected, the cash balance (including interest earnings) as of June 30, 2025 for each fee held for five years or more, the purpose the fee is committed, additional sources of funding and the expected date that funding will be available are as follows:

Park Development Fund (Fund 222)
Amount collected in previous fiscal years subject to 5-year limitation: $2,721,458 Funds are committed to the following project:
• Lions Wayside and Delucchi Parks – Project #06716
Approximate project completion date: FY 2026/27
Remaining Committed Impact Fee Fund Balance: $310,841
Source of funding: Park Development Fund
% funded by development impact fees: 93%

• Tennis/Community Park Court Lighting – Project #21775 Approximate project completion date: FY 2029/30
Budgeted Impact Fee Fund Amount: $250,000 (Design Phase only) Source of funding: Park Development Fund (and Park CIP-General Fund likely for Construction Phase, not yet budgeted)
% funded by development impact fees: Park Development Fee (100%) for Design Phase only at this point (Construction Phase funding to be determined once the design is completed.)

• Nonfunctional Turf Conversion for AB1572 – Project #26787 Approximate project completion date: FY 2026/27
Budgeted Impact Fee Fund Amount: $250,000
Source of funding: Park Development Fund and Park CIP-General Fund % funded by development impact fees: Park Development Fee (23%)

Traffic Impact Fund (212)
Amount collected in previous fiscal years subject to 5-year limitation: $1,526,684 Funds are committed to the following project:
• Johnson Drive Economic Development Zone – Project #18531 Approximate project completion date: FY 2025/26
Remaining Committed Impact Fee Fund Balance: $2,665,897 Source of funding: Traffic Impact Fees and Grant Funding % funded by development impact fees: 55%

• Bi-Annual Traffic Signal Installations – Multiple Project #s Approximate project completion date: Ongoing (every two years) Remaining Committed Impact Fee Fund Balance: $1,424,370 Source of funding: Traffic Impact Fees (Varies) and Gas Tax Funds (Varies) % funded by development impact fees: Varies

• Hopyard Road and Owens Drive Intersection Improvements – Project #15525 Approximate project completion date: Multiple phases – final completion TBD Remaining Impact Fee Fund Balance: $1,375,143
Source of funding: Traffic Impact Fees, Measure BB Bike & Pedestrian Fund, Streets CIP – General Fund, and North Pleasanton 1 ID Fund % funded by development impact fees: 44%

• I-680 Sunol Boulevard Improvements – Project #15551

Approximate project completion date: Multiple phases – final completion TBD Remaining Impact Fee Fund Balance: $1,166,547
Source of funding: Traffic Impact Fees and Grant Funding % funded by development impact fees: 75%

Tri-Valley Transportation Fund (214)
Amount collected in previous fiscal years subject to 5-year limitation: $1,956,355 Funds are committed to the following project:
• Regional projects are dependent on the Tri-Valley Transportation Council’s review and approval. Given the inter-agency and regional configuration of this impact fee funding, no Five-Year Findings for Fund 214 are made in this report.

Until the project is identified, funds are kept in the reserve.

Downtown Parking-In-Lieu Fund (104)
Amount collected in previous fiscal years subject to 5-year limitation: $716,421 Funds are committed to the following project:
• Once the City determines sufficient funds are available to complete a public improvement project to expand parking in the Downtown Transportation Corridor, the project will be scheduled accordingly into the Capital Improvement Plan. Until a project is identified, funds are kept in the reserve.

SECTION 5. That the City Clerk shall certify to the passage 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 January 20, 2026.

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 20 th day of January 2026 by the following vote:

Ayes:

Noes:

Absent:

Abstain:

_____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________
Daniel G. Sodergren, City Attorney

Community and Economic
Development Department
200 Old Bernal Avenue • P.O. Box 520
Pleasanton, California 94566-0802
Phone 925-931-5630 • www.pleasantonpermits.com

DEVELOPMENT FEES

October 1, 2025

Development Fees are shown here and will vary based on the specific project parameters and location. The values shown in this document reflect the fee rates in effect at the time of publication and are subject to change without notification.

The values shown in this document are for informational purposes only.

Development Fees. Development Fees are applicable to newly constructed buildings and additions, or whenever a change of use within an existing building creates additional traffic and/or sewer impact.

Development Fees are paid at the time of Building Permit issuance at the current rate in effect at the time of payment. Development fees cannot be prepaid. Any change of use on a parcel may trigger a review of the sewer capacity and traffic impact to determine if this creates an increase in demand on City infrastructure. In all cases where it is determined the new use increases demand, a fee is assessed based on the difference between the previously purchased impact fee or capacity at a space, building or parcel and the increased impact or capacity demand.

Building Permit and Plan Review Fees. Building Permit and Plan Review for any new or expanding development are to be submitted at our Permit Center. See our separate Building Permit and Plan Review Fees handout for information on those fees and surcharges.

Fire Sprinkler, Fire Alarm and Hazardous Materials Permits. These applications and plans are submitted at our Permit Center and routed to the Livermore Pleasanton Fire Department for review. See our separate Master Fee Schedule.

Master Fee Schedule. This handout includes excerpts from the City’s Master Fee Schedule which is available on the City’s website. If any discrepancies exist between this handout and the Master Fee Schedule, the Master Fee Schedule shall govern.

Affordable Housing Fee

The Affordable Housing Fee has been established to assist in meeting the affordable and moderate- income housing goals as established in the general plan. All new residential, commercial, office or industrial development projects not otherwise exempt are required to pay an Affordable Housing Fee, as set forth in the City of Pleasanton Master Fee Schedule. Whenever floor area is added, constructed, or converted to commercial, industrial or office use, the fee shall be applicable only to the square footage of the floor area added or converted for which the fee has not been paid. The City Council may adjust the fee in consideration of on-site programs promoting lower-income housing such as the dedication of land suitable for lower-income housing. See the Pleasanton Municipal Code Chapter 17.40 for exemptions and additional information.

Applicable to all residential and non-residential projects as specified in PMC Chapters 17.40 and 17.44

PMC 17.40.070, Subject to an annual inflation adjustment on January 1 of each year, based upon the Engineering News Record Construction Cost Index (CCI) for the San Francisco Bay Area.

Residential
Single-family per sq. ft. $42.10
Single Family attached (Townhome, Duet, etc.) per sq. ft. $42.10 Multi-family (Apartment, Condominium) per sq. ft. $42.21 Accessory Dwelling Unit (In-law, Au pair, etc.) $0.00
Non-Residential
Office per sq. ft. $2.49
Retail/Commercial per sq. ft. $1.49
Industrial per sq. ft. $4.13
Hotel/Motel per room $514.36

Capital Facilities Fee

The Capital Facilities Fee apportions the cost of necessary public improvements to the reasonably estimated demand that new uses place upon existing and new planned public facilities. All new residential, commercial, office or industrial development projects not otherwise exempt shall pay a Capital Facilities Fee as set forth in the City of Pleasanton Master Fee Schedule. Whenever floor area is added, constructed, or converted to commercial, industrial or office use, the fee shall be applicable only to the square footage of the floor area added or converted for which the fee has not been paid. See the Pleasanton Municipal Code Chapter 3.22 for exemptions, credits, and additional information.

Applicable to all new construction and non-residential additions exceeding 200 square feet, and as specified in PMC Chapter 3.22

PMC 3.22.040 Subject to an annual inflation adjustment on January 1 of each year based upon the Engineering News Record Construction Cost Index (CCI) for the San Francisco Bay Area.

Residential
Single-family detached
Units 825-4,499 square feet per sq. ft. $11.87
Units 824 square feet or less per unit $9,786
Units 4,500 square feet or greater per unit $53,419
Single-family attached (Townhome, duet, etc.)
Units 825-4,499 square fee per sq. ft $11.87
Units 824 square feet or less per unit $9,786
Units 4,500 square feet or greater per unit $53,419
Multi-family (Apartment, Condominium)
Units 418-1,599 square feet per sq. ft. $23.48
Units 417 square feet or less per unit $9,786
Units 1,600 square feet or greater per unit $37,570
Accessory Dwelling Units and Junior Accessory Dwelling Units (ADU) e.g. In -law, Aupair, etc.

Less than 749 sq. ft. per sq. ft $0
750 sq ft or greater ADU, whether attached or detached to a detached single-family dwelling or townhome 750- 1,000 sq ft per sq. ft. $2.97
> 1,000 sq ft per sq. ft. $5.93
750 sq ft or greater ADU, whether attached or detached to a multi-family (apartment or condominium) dwelling 750- 1,000 sq ft per sq. ft. $5.87
> 1,000 sq ft per sq. ft. $11.74
For all ADU/JADUs, the required fee shall be the lesser of either: 1) The stated fee per square foot for an ADU/JADU multiplied by the square footage of the ADU/JADU, or 2) The stated fee per square foot for the primary unit type, multiplied by the square footage of the ADU/JADU, multiplied by the number that represents the proportionate square footage of the ADU/JADU, compared to the size of the primary unit.

Non-Residential
Office per sq. ft. $10.15
Retail/Commercial per sq. ft. $6.93
Industrial per sq. ft. $3.04
Hotel/Motel per room $508

Transportation Development Fee

The Transportation Development Fee apportions the cost of necessary transportation improvements and reconstruction to the reasonably estimated peak hour trip demand that new uses place upon existing and new planned transportation infrastructure. All new residential, commercial, office or industrial development projects, and projects that have a change in use that increases the peak hour trip rate that are not otherwise exempt shall pay a Transportation Development Fee as set forth in the City’s Master Fee Schedule. Whenever floor area is added, constructed, or converted to commercial, industrial or office use, the fee shall be applicable only to the square footage of the floor area added or converted for which the fee has not been paid. For conversions that increase the number of peak hour trips, the fee shall be applicable to only the new trips for which the fee has not been paid. See the Pleasanton Municipal Code Chapter 3.26 for exemptions, credits & additional information.

COMMON CONVERSIONS THAT INCREASE TRIP RATES INCLUDE EXISTING OFFICE OR INDUSTRIAL SITES CONVERTED TO MEDICAL OFFICE OR DAYCARE/AFTER-SCHOOL PROGRAMS.

Applicable to all new construction and non-residential additions exceeding 200 sq ft. or conversions that increase the peak hour trip rate, and as specified in PMC Chapter 3.26

PMC 3.26.040 Subject to an annual inflation adjustment on January 1 of each year based upon the Engineering News Record Construction Cost Index (CCI) for the San Francisco Bay Area.

Residential
Single-family detached
Units 825-4,499 square feet per sq. ft. $8.23
Units 824 square feet or less per unit $6,781
Units 4,500 square feet or greater per unit $37,017
Single-family attached (Townhome, Duet, etc.)
Units 825-4,499 square fee per sq. ft. $8.23
Units 824 square feet or less per unit $6,781
Units 4,500 square feet or greater per unit $37,017
Multi-family (Apartment, Condominium)
Units 418-1,599 square feet per sq. ft. $12.47
Units 417 square feet or less per unit $5,196
Units 1,600 square feet or greater per unit $19,947
Accessory Dwelling Units and Junior Accessory Dwelling Units (ADU) e.g. In -law, Aupair, etc.

Less than 749 sq. ft. per sq. ft. $0
750 sq ft or greater ADU, whether attached or detached to a detached single-family dwelling or townhome 750- 1,000 sq ft per sq. ft. $2.06
> 1,000 sq ft per sq. ft. $4.12
750 sq ft or greater ADU, whether attached or detached to a multi-family (apartment or condominium) dwelling 750- 1,000 sq ft per sq. ft. $3.12
> 1,000 sq ft per sq. ft. $6.24
For all ADU/JADUs, the required fee shall be the lesser of either: 1) The stated fee per square foot for an ADU/JADU multiplied by the square footage of the ADU/JADU, or 2) The stated fee per square foot for the primary unit type, multiplied by the square footage of the ADU/JADU, multiplied by the number that represents the proportionate square footage of the ADU/JADU, compared to the size of the primary unit.

Non-Residential
Office per sq. ft. $10.15
Commercial/Retail per sq. ft. $15.88
Industrial per sq. ft. $5.77
Hotel/Motel per room $4,159
Other (See PMC 3.26.050) per trip $6,863

Tri-Valley Transportation Development Fee

The Tri-Valley Transportation Council (“TVTC”) is a joint powers authority formed to evaluate the impacts of projected land uses on regional transportation infrastructure in the Tri-Valley area, including the City of Pleasanton. The Tri-Valley Transportation Development Fee is collected for TVTC, to fund a portion of Transportation Improvement projects throughout the Tri-valley area. All new residential, commercial, office or industrial development projects not otherwise exempt shall pay a Tri-Valley Transportation Development Fee. Whenever floor area is added, constructed or converted to a commercial, industrial or office use, the fee shall be applicable only to the square footage of the floor area added or converted for which the fee has not been paid. See http://www.tvtc-jpa.com/ for more information.

(3rd party fee; adjusted annually based on ENR CCI; rates effective 07/01/24) Residential (per dwelling unit)
Single-family detached or Townhouse $7,196.07
Multi-family (Apartment, Condominium) $4,242.76
Accessory Dwelling Unit (ADU Aupair, etc.) $0.00
Affordable Housing Units $0.00
Non-Residential
Office, gross floor area per square foot $9.61
Retail, gross floor area per square foot $6.13
Industrial, gross floor area per square foot $5.42
Other Uses, per average am/pm peak hour trip $6,655.28

The City repealed its In-Lieu Park Dedication Fee (former Municipal Code Chapters 19.44, then 17.46 Dedications) by Ordinance No. 2192 (2019) and Res. 18-1047.

Sewer Connection Fees

Sewer Connection fees are required for all new structures, new residential units and commercial additions, and may be required for any change or expansion of use in an existing building. Residential connection fees for other than an attached ADU are a flat rate per dwelling unit, regardless of the size of building.

Non-Residential uses are based on a wastewater coefficient, typically based on gallons per day per square foot (i.e., 0.24gpd/sf). A change in use that results in an increased demand in sewer flow or effluent type must pay the difference between the previously purchased capacity and the newly estimated required capacity. The flow rate is determined by either actual water usage or the following table, with some common uses shown. In addition to the City of Pleasanton sewer connection fee, the City collects sewer connection fees for the Dublin San Ramon Services District (DSRSD), the agency that processes and treats all sewage from the City of Pleasanton. See the Pleasanton Municipal Code Title 15 Sewerage, or contact the Dublin San Ramon Services District for more information.

TYPICAL WASTEWATER CHARACTERISTIC FACTORS & UNIT CONNECTION FEES Factor City Fee Regional
DSRSD Fee
(eff. 7/01/24)
Residential
Single-Family Dwelling Unit, Duet, Duplex,
Townhouse
Per house or
unit
$556.00 $15,250.00
Auxiliary Dwelling Unit (ADU) Per sq. ft. $2.22 $9.75
Condominium Per unit $417.00 $11,438.00
Apartment, Mobile Home Per unit $367.00 $10,065.00
For non-residential uses, see the Master Fee Schedule

Water Connection Fees

Water connection fees must be paid for all new construction, and upgrades, connected to the water system. In addition to the City of Pleasanton water connection fee, the City collects the water connection fee for the Alameda County Flood Control and Water Conservation District Zone 7 (Zone 7), the agency that provides a majority of the wholesale water to the City of Pleasanton. See the Pleasanton Municipal Code Chapter 14.08 Water Connections and Zone 7 for more information. Water connection fees for new or upgraded water services are based on the size of the water meter(s) and the connection rate in effect at the time of payment, not application date. The project designer determines the size and number of meters needed for the project. The Building and Safety Division collects water connection fees only for one- and two-family residential domestic water meters. The Engineering Division/Public Works Department collects water connection fees for all other occupancies and projects.

Meter Size GPM Meter &
Installation Fee
(eff. 7/01/22)
Potable Water Connection Fees*
City Zone 7
(eff. 4/29/25)
3/4" Short & Long Diehl Ultrasonic
(fire-service exemption**)
32 $452.99 $3,483 **$59,347
3/4” Short & Long Diehl Ultrasonic 32 $452.99 $3,483 $111,712 1” Diehl Ultrasonic 55 $613.37 $5,987 $192,005
1-1/2” Omni C2 160 $1,036.40 $17,416 $558,560
1-1/2” Omni T2 160 $1,036.40 $17,416 $558,560
2” Omni C2 160 $1, 167.87 $17,416 $558,560
2” Omni T2 200 $1,167.87 $17,416 $698,200
Other water meter sizes & types
****

****
See Master Fee
Schedule
See Master Fee
Schedule
Note: Water Connection charges are based on the flow rate of each water meter, without any reduction.

No water connection fee is collected for separate private fire service connections.

For information about Recycled Water for landscape irrigation, visit the program website. * Fees collected for both Zone 7 and the City of Pleasanton ** Combined Fire and Domestic Service for single-family and duplex housing units with fire sprinkler systems. **** Connection fee, meter type, and availability of all water meters must be verified prior to payment.

Flood Protection and Storm Water Drainage Fee
(3rd party fee collected for the Alameda County Flood Control and Water Conservation District, Zone 7)

$1.00 per sq ft of impervious surface (effective 01/01/25) Exemption: Accessory Dwelling Units less than 750 sq. ft. are not assessed the fee

Zone 7’s Flood Protection and Storm Water Drainage fee is collected for all newly constructed impervious areas and based on the total square footage increase of all impervious surfaces on the lot or site. Flood Protection and Storm Water Drainage Fees are only payable at the time of permit issuance and based upon the rate in effect at the time of payment, not application date. Impervious is defined by Zone 7 as any area occupied by buildings or structures, driveways, streets, sidewalks, parking, storage or any other area where surfacing is required, and any other surface including, but not limited to, asphalt, concrete, compacted gravel, or other non-porous or semi-porous substance or substances which will cause, assist, or in any way contribute to the runoff in any appreciable amount or quantity of water or any associated liquid elements. See Zone 7 for more information.

School Impact Fees
California state law requires School Impact fees must be paid before building permits may be issued for new construction and additions exceeding 500 square feet. The School Impact Fee is paid by the applicant directly to the Pleasanton Unified School District (PUSD) for all new construction and additions exceeding 500 square feet in area. Prior to issuance of the building permit, the developer or applicant will need to schedule an appointment with the PUSD Business Services Department at (925) 426-4312. You will need to submit the completed PUSD Acknowledgement/Certification form to the Building Division in order to issue the Building Permit. The PUSD website is https://www.pleasantonusd.net.

OTHER MISCELLANEOUS DEVELOPMENT FEES
(applicable only on projects in specific locations):

G.I.S. Mapping Fee
$0.002 per sq. ft., per site

Downtown Revitalization District Parking In-Lieu Fee
(rate effective 4/01/24)

Per required parking space: $25,219.00 / parking space
When development within District cannot meet the onsite parking requirements

Happy Valley Specific Plan Area Water Main and Sewer Main Pro-rata Fee (In addition to Sewer and Water Connection Fees, rate effective 1/01/25) (not applicable to lots within Tract 7372 which have satisfied this requirement per document 200906627)

Existing Home Water Main and Sewer Main Pro-rata Cost:

Water: $21,870 (including service lateral cost)
Water: $18,870 (excluding service lateral cost)
Sewer: $20,522 (including service lateral cost)
Sewer: $16,794 (excluding service lateral cost)

New Home Water main and Sewer Main Pro-rata Cost:

Water: $62,097/unit (including service lateral cost)
Sewer: $37,147/unit (including service lateral cost)

Ruby Hill Development Fees
(rate effective 10/01/25)

Agricultural Mitigation Fee: $24,469.71/home (up to 4,000 sq. ft.); $6.12/sq. ft. (over 4,000 sq. ft.) Livermore Sewer Connection Fee: $8,333.03/unit (collected in lieu of DSRSD fee) (rate eff. 7/01/25) Livermore Traffic Impact Fee: $12,153/unit (rate eff. 7/01/24)

Vineyard Ave. Corridor Specific Plan Area Infrastructure Pro-rata Fee (rate effective 10/01/25)

Agricultural Mitigation Fee*: $44,087.69 per net acreage**

* Applies to properties within Subareas 2 and 3 (excluding Parcels 29, 30, and 31). For a copy of the Vineyard Avenue Specific Plan, including a map of the Subareas and Parcels, visit the City’s webpage. ** Net acreage is defined as the area of potentially cultivable soils that are less than 25% in slope and lost to development.

Note: This handout contains typical development fees collected at the time of building permit issuance. Actual fees will be determined by our staff, both at the time of application submittal and prior to permit issuance. In addition, there may be fees for your project required by the Public Works Department (925) 931-5650, the Planning Division (925) 931-5600, or other applicable agencies. Contact the applicable agency directly for more information.

Item #5

CITY COUNCIL AGENDA REPORT

January 20, 2026
Finance

TITLE: ACCEPT THE MONTHLY DISBURSEMENTS AND INVESTMENT REPORT FOR NOVEMBER 2025

SUMMARY
Attached is the City of Pleasanton monthly disbursements and investment report for November 2025.

RECOMMENDATION
Accept claim disbursements in the amount of $13,696,577 and the investment report for the month of November 2025.

BACKGROUND
The City's Investment Policy requires the Director of Finance to submit a monthly transaction report to the City Council within 60 days of the end of the reporting period in accordance with California Government Code Section 53607.

The Investment Policy also requires the Director of Finance to submit a quarterly report to the City Council on the status of the City's investment portfolio no later than 45 days after the end of each month. This report shall include the types of investments, the amount of money invested with various institutions, purchase and maturity dates, and yield on investments. The Director of Finance certifies that the investment portfolio is in compliance with the investment policy and that it will meet cash flow needs for the next six months.

This report also includes check and electronic payment information for November 2025.

DISCUSSION
The monthly disbursements and investment report provides transparency of the City’s financial transactions and payments for review by the City Council. Please note that certain federal agency securities that were purchased before the COVID-19 pandemic with lower interest rates were sold for a loss in the current fiscal year, with the intent of achieving higher yields over time. As a result, the investment return through November 2025 is only 1.95%, but the overall investment return for FY 2025/26 is expected to be higher at the end of the year.

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

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

STRATEGIC PLAN ALIGNMENT
Not applicable, as this item is a routine administrative matter.

FISCAL IMPACT
There is no fiscal impact associated with acceptance of this report.

Prepared by: Submitted by: Approved by:

Minh Nguyen, Junior
Accountant
Susan Hsieh, Director of Finance

Gerry Beaudin, City
Manager

Attachments:

1. Disbursements and Investment Report

Attachment 1

November 2025 DISBURSEMENTS
CHECK REGISTER*

DATE CHECK NUMBER AMOUNT
11/7/2025 83643-83791 1,818,675 $
11/14/2025 83800-83984 3,755,040
11/20/2025 83991-84102 762,255
11/21/2025 84103-84104 116,918
11/26/2025 84111-84117 52,006
6,504,893$

ACH PAYMENTS

DATE CHECK NUMBER AMOUNT
11/7/2025 83637-83642 2,308,441$
11/14/2025 83792-83797, 83799 154,137
11/20/2025 83986-83990 136,874
11/26/2025 84105-84110 141,338
Payroll & Tax Related ACH Payments 901,897
3,642,687$

WIRE TRANSFERS

DATE AMOUNT
-$
-$

PAYROLL TRANSFERS

DATE AMOUNT
11/13/2025 1,810,975 $
11/24/2025 1,738,022
3,548,997$
TOTAL DISBURSEMENTS 13,696,577$
* Detailed registers available upon request.

$218,990,638

1.95%
489
*Based on Market value
Total Market Value
Effective Rate of Return
Portfolio Snapshot
Average Days to Maturity
Portfolio Characteristics
November 30, 2025
- 20,000,000 40,000,000 60,000,000 80,000,000 100,000,000 120,000,0000-1 Yrs 1-2 Yrs 2-3 Yrs 3-4 Yrs 4-5 Yrs53.1%19.0%15.9%12.0%Maturity Distribution12.1%0.2%2.1%11.3%68.7%5.6%Assigned Credit Ratings of InvestmentsLAIFFDICCash & MoneyMarket FundsAAAAAA

0.2%12.1%2.1%15.6%27.0%1.3%38.8%1.8%1.1%Sector Allocation Certificates of Deposit - Bank
LAIF
Government Money Market & Cash
Medium Term Notes
Treasury Securities
Federal Agency Issues - Coupon
Federal Agency Issues - Callable
Supranationals
Asset Backed Securities

CITY OF PLEASANTON
Portfolio Management
November 30, 2025
City of Pleasanton
Portfolio Summary
% of
Portfolio
Book
ValueInvestments
Market
Value
Par
Value
Days to
MaturityTerm
YTM
360 Equiv.

YTM
365 Equiv.

Certificates of Deposit - Bank 240,217.87 920.11 0.00082240,217.87240,217.87 3.445 LAIF 26,500,000.00 112.06 4.419126,489,982.6026,500,000.00 4.480 Gov't Money Market 4,556,515.47 12.07 4.05414,556,515.474,556,515.47 4.110 Medium Term Notes 34,225,201.50 1,45515.57 3.37783834,134,009.7533,925,000.00 3.424 Federal Agency Issues - Coupon 2,995,657.09 1,8251.36 1.2623852,931,930.003,000,000.00 1.280 Treasury Securities - Coupon 57,167,971.74 1,05926.01 3.83991457,561,839.8556,895,000.00 3.892 Treasury Securities - Discount 1,477,111.83 1140.67 3.865901,481,085.151,495,000.00 3.919 Federal Agency Issues - Callable 85,925,085.36 1,78639.09 1.13223184,834,457.7086,040,000.00 1.148 Supranationals 3,960,210.00 1,1231.80 3.1566013,996,180.004,000,000.00 3.200 Asset Backed Securities 2,504,621.36 1,2651.14 4.2131,1902,510,027.412,505,000.00 4.272 Compounding CD's 254,392.57 3650.12 4.093131254,392.57254,392.57 4.150 219,806,984.79 100.00%
Investments
218,990,638.37219,411,125.91 1,261 489 2.736 2.778
Current Year
November 30
530,618.95
Fiscal Year To Date
1,927,072.55
Average Daily Balance
Effective Rate of Return
224,548,850.87 235,243,505.37

1.95%2.88%
Total Earnings Month Ending
I hereby certify that, to the best of my knowledge, this report includes all investments in the cash management program, is in accordance with the City's current investment policy dated June 17, 2025 and will meet the City's cash flow needs for the next six months. Market value amounts are from Bank of New York Mellon (safekeeping bank) month-end statements. Book value amounts include premiums or discounts and are adjusted at year end on the general ledger. __________________________________________________ ____________________

SUSAN HSIEH, DIRECTOR OF FINANCE
Portfolio PLST
CC
Reporting period 11/01/2025-11/30/2025
Run Date: 01/06/2026 - 10:13 PM (PRF_PM1) 7.3.11
Report Ver. 7.3.11
1/8/2026

YTM365Page 1Par Value Book ValueMaturityDateStatedRateMarket ValueNovember 30, 2025Portfolio Details - InvestmentsAverageBalanceIssuerPortfolio ManagementCITY OF PLEASANTONDays toMaturityYTM360CUSIP Investment #PurchaseDateCertificates of Deposit - Bank3.445Fremont Bank1093.-7 240,217.87 240,217.87 02/21/20263.44511/21/2025 240,217.87 0.0001093-7 82240,217.87 0.000240,217.87240,217.87238,691.10Subtotal and Average 3.445 82LAIF4.480LOCAL AGENCY INVESTMENT FUND5 26,500,000.00 26,500,000.00 4.48026,489,982.60 4.419SYS5 126,500,000.00 4.41926,489,982.6026,500,000.0031,333,333.33Subtotal and Average 4.480 1Gov't Money Market4.110Dryfus Govt Cash Mgmt 6727-1 4,510,433.70 4,510,433.70 4.1104,510,433.70 4.054X9USDCRGO 14.110Dryfus Govt Cash Mgmt 6727-2 46,081.77 46,081.77 4.11046,081.77 4.054X9USDCRGO 14,556,515.47 4.0544,556,515.474,556,515.474,632,080.35Subtotal and Average 4.110 1Medium Term Notes1.090Toyota Motor Credit Corp6067 1,500,000.00 1,479,570.00 01/09/20260.80003/09/2021 1,494,705.00 1.07589236THW8 390.732Apple Inc.6065 2,000,000.00 1,996,860.00 02/08/20260.70002/08/2021 1,987,960.00 0.722037833EB2 690.981Apple Inc.6066 3,000,000.00 3,331,380.00 02/23/20263.25002/23/2021 2,995,230.00 0.967037833BY5 841.100JPMorgan Chase Bank NA6068 3,000,000.00 3,000,000.00 06/22/20261.10006/22/2021 2,936,760.00 1.08546632FSCO 2034.265CATERPILLAR FINANCIAL SERVICES6095 500,000.00 501,455.00 10/15/20274.40006/17/2025 505,765.00 4.20714913UAR1 6834.117CATERPILLAR FINANCIAL SERVICES6105 1,000,000.00 1,005,920.00 10/15/20274.40007/22/2025 1,011,530.00 4.06014913UAR1 6834.226MARSH & MCLENNAN COMPANIES INC6108 1,000,000.00 1,006,950.00 11/08/20274.55007/22/2025 1,011,240.00 4.168571748BY7 7074.329ELI LILLY & CO6082 500,000.00 502,955.00 02/12/20284.55003/20/2025 509,040.00 4.270532457CU0 8034.528STATE STREET CORP6085 500,000.00 500,095.00 02/28/20284.53603/20/2025 507,545.00 4.466857477CU5 8194.088JPMorgan Chase & CO6115 750,000.00 739,305.00 05/01/20283.54007/23/2025 745,027.50 4.03246647PAF3 8824.378Duke Energy Corporation6090 500,000.00 491,355.00 07/15/20283.80004/22/2025 499,775.00 4.31826444HAE1 9574.074Duke Energy Corporation6114 750,000.00 744,285.00 07/15/20283.80007/23/2025 749,662.50 4.01826444HAE1 9574.214Morgan Stanley Smith Barney6116 750,000.00 736,972.50 07/22/20283.59107/23/2025 743,070.00 4.15661744YAK4 9644.590PROLOGIS LP6084 500,000.00 490,595.00 09/15/20284.00003/20/2025 500,860.00 4.52774340XBX8 1,0194.243PROLOGIS LP6111 750,000.00 744,652.50 09/15/20284.00007/22/2025 751,290.00 4.18574340XBX8 1,0193.800AMAZON.COM INC6135 925,000.00 924,796.50 11/20/20283.90011/20/2025 928,579.75 3.748023135CS3 1,0854.122Bank of America6118 750,000.00 733,402.50 12/20/20283.41907/23/2025 740,715.00 4.06606051GHD4 1,1154.962JOHN DEERE CAPITAL CORP6073 500,000.00 491,705.00 01/16/20294.50001/15/2025 508,675.00 4.89424422EXH7 1,1424.218JOHN DEERE CAPITAL CORP6106 1,000,000.00 1,009,040.00 01/16/20294.50007/22/2025 1,017,350.00 4.16024422EXH7 1,1424.854ROYAL BANK OF CANADA6080 500,000.00 501,950.00 01/24/20294.96502/20/2025 509,140.00 4.78778017DAA6 1,1504.532PACCAR FINANCIAL CORP6083 500,000.00 501,095.00 01/31/20294.60003/20/2025 510,910.00 4.47069371RS80 1,1574.902BANK OF NEWYORK MELLON6074 500,000.00 493,470.00 02/01/20294.54301/15/2025 505,985.00 4.83506406RBN6 1,1584.746U.S. Bancorp6087 500,000.00 498,370.00 02/01/20294.65304/22/2025 506,210.00 4.68191159HJK7 1,1584.377Air Products and Chemicals, In6086 500,000.00 503,835.00 02/08/20294.60004/21/2025 509,880.00 4.317009158BH8 1,1654.307Realty Income Corporation6128 1,000,000.00 1,014,460.00 02/15/20294.75007/23/2025 1,020,750.00 4.248 756109CF9 1,172Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM2) 7.3.11Report Ver. 7.3.11

YTM365Page 2Par Value Book ValueMaturityDateStatedRateMarket ValueNovember 30, 2025Portfolio Details - InvestmentsAverageBalanceIssuerPortfolio ManagementCITY OF PLEASANTONDays toMaturityYTM360CUSIP Investment #PurchaseDateMedium Term Notes4.322Cisco Systems, Inc.6089 500,000.00 509,240.00 02/26/20294.85004/21/2025 513,845.00 4.26317275RBR2 1,1834.747ABBVIE INC.6079 500,000.00 500,950.00 03/15/20294.80002/20/2025 513,155.00 4.68200287YDS5 1,2004.547MARSH & MCLENNAN COMPANIES INC6091 500,000.00 496,995.00 03/15/20294.37505/23/2025 505,580.00 4.485571748BG6 1,2004.391MET TOWER GLOBAL FUNDING6130 1,000,000.00 1,029,130.00 04/12/20295.25007/22/2025 1,036,400.00 4.33158989V2H6 1,2284.268Pacific Service Electric & Gas6120 1,000,000.00 962,760.00 05/15/20293.20007/23/2025 975,680.00 4.21074456QBY1 1,2614.741UNITED HEALTH GROUP INC.6078 500,000.00 485,910.00 05/15/20294.00002/20/2025 500,175.00 4.67691324PEH1 1,2614.530American Express Corporation6125 1,000,000.00 999,420.00 07/20/20294.35107/25/2025 1,008,180.00 4.468025816EJ4 1,3275.162MORGAN STANLEY6069 500,000.00 505,770.00 07/20/20295.44912/20/2024 516,740.00 5.09161747YFF7 1,3274.800MORGAN STANLEY6133 250,000.00 257,092.50 07/20/20295.44907/22/2025 258,370.00 4.73461747YFF7 1,3275.029Bank of America6076 500,000.00 484,830.00 07/23/20294.27101/15/2025 503,135.00 4.96006051GHM4 1,3304.333Bank of America7010 250,000.00 249,435.00 07/23/20294.27107/22/2025 251,567.50 4.27406051GHM4 1,3305.077JPMorgan Chase & CO6070 500,000.00 504,480.00 07/24/20295.29912/20/2024 515,565.00 5.00746647PDU7 1,3314.591JPMorgan Chase & CO6107 250,000.00 256,410.00 07/24/20295.29907/22/2025 257,782.50 4.52846647PDU7 1,3314.458Chubb Limited6088 500,000.00 503,710.00 08/15/20294.65004/21/2025 511,330.00 4.397171239AL0 1,3534.465META PLATFORMS INC6081 500,000.00 496,715.00 08/15/20294.30003/20/2025 507,500.00 4.40430303M8S4 1,3534.484State Street Corporation6092 500,000.00 493,045.00 12/03/20294.14105/23/2025 502,705.00 4.422857477BD4 1,4634.192Toyota Motor Credit Corp6134 1,500,000.00 1,544,835.00 01/09/20304.95008/28/2025 1,548,645.00 4.13589236TNA9 1,50034,225,201.50 3.37734,134,009.7533,925,000.0033,639,497.05Subtotal and Average 3.424 838Federal Agency Issues - Coupon1.280FEDERAL HOME LOAN BANK3576 3,000,000.00 2,995,657.09 12/21/20261.25012/22/2021 2,931,930.00 1.2623130AQF65 3852,995,657.09 1.2622,931,930.003,000,000.002,995,657.09Subtotal and Average 1.280 385Treasury Securities - Coupon4.202U S TREASURY2384 1,000,000.00 1,005,625.00 04/30/20264.87506/18/2025 1,004,390.00 4.14491282CKK6 1504.123U S TREASURY2382 1,000,000.00 1,002,695.31 07/31/20264.37506/17/2025 1,004,060.00 4.06691282CLB5 2424.038U S TREASURY2401 3,000,000.00 3,019,453.13 09/15/20264.62507/22/2025 3,022,020.00 3.98291282CHY0 2883.433U S TREASURY2357 750,000.00 747,421.88 10/31/20264.12512/20/2024 753,000.00 3.38691282CLS8 3343.984U S TREASURY2406 3,000,000.00 3,010,312.50 11/30/20264.25007/22/2025 3,017,490.00 3.93091282CLY5 3643.950U S TREASURY2402 3,000,000.00 3,002,109.38 01/15/20274.00007/22/2025 3,012,660.00 3.89691282CJT9 4104.078U S TREASURY2369 750,000.00 750,644.53 02/28/20274.12503/20/2025 754,747.50 4.02291282CMP3 4543.515U S TREASURY2416 1,945,000.00 1,960,575.20 02/28/20274.12510/20/2025 1,957,311.85 3.46791282CMP3 4543.805U S TREASURY2373 750,000.00 750,966.80 03/31/20273.87504/21/2025 752,722.50 3.75291282CMV0 4854.005U S TREASURY2375 1,000,000.00 995,273.44 04/30/20273.75005/23/2025 1,002,420.00 3.95091282CMY4 5153.860U S TREASURY2387 1,000,000.00 1,014,765.63 06/15/20274.62506/05/2025 1,015,900.00 3.80791282CKV2 5613.510U S TREASURY2420 2,000,000.00 1,999,609.38 10/31/20273.50011/25/2025 1,999,540.00 3.46291282CPE5 6994.331U S TREASURY2356 750,000.00 745,810.55 11/15/20274.12512/20/2024 758,587.50 4.27191282CLX7 7144.476U S TREASURY2364 750,000.00 745,283.20 01/15/20284.25001/15/2025 761,340.00 4.41591282CMF5 775Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM2) 7.3.11

YTM365Page 3Par Value Book ValueMaturityDateStatedRateMarket ValueNovember 30, 2025Portfolio Details - InvestmentsAverageBalanceIssuerPortfolio ManagementCITY OF PLEASANTONDays toMaturityYTM360CUSIP Investment #PurchaseDateTreasury Securities - Coupon4.053U S TREASURY2370 750,000.00 746,279.30 03/15/20283.87503/20/2025 756,360.00 3.99791282CMS7 8353.803U S TREASURY2372 1,000,000.00 998,515.63 04/15/20283.75004/21/2025 1,005,740.00 3.75191282CMW8 8663.748U S TREASURY2366 750,000.00 735,000.00 05/31/20283.62502/20/2025 752,430.00 3.69791282CHE4 9123.314U S TREASURY2389 450,000.00 447,328.13 05/31/20283.62506/05/2025 451,458.00 3.26991282CHE4 9123.899U S TREASURY2385 1,500,000.00 1,499,003.91 06/15/20283.87506/18/2025 1,514,175.00 3.84591282CNH0 9273.777U S TREASURY2411 3,000,000.00 3,008,203.13 07/15/20283.87507/23/2025 3,028,590.00 3.72591282CNM9 9574.305U S TREASURY2367 750,000.00 751,699.22 08/31/20284.37502/20/2025 767,107.50 4.24691282CHX2 1,0044.395U S TREASURY2390 500,000.00 506,269.53 08/31/20284.37506/17/2025 511,405.00 4.33491282CHX2 1,0043.640U S TREASURY2415 3,000,000.00 2,978,671.88 09/15/20283.37509/30/2025 2,990,640.00 3.59091282CNY3 1,0194.549U S TREASURY2365 750,000.00 751,875.00 09/30/20284.62501/15/2025 772,792.50 4.48791282CJA0 1,0343.954U S TREASURY2399 500,000.00 510,214.84 09/30/20284.62506/17/2025 515,195.00 3.90091282CJA0 1,0343.618U S TREASURY2412 750,000.00 771,855.47 09/30/20284.62508/29/2025 772,792.50 3.56891282CJA0 1,0343.859U S TREASURY2371 750,000.00 762,890.63 11/30/20284.37504/21/2025 768,457.50 3.80691282CJN2 1,0953.793U S TREASURY2407 2,250,000.00 2,290,781.25 11/30/20284.37507/23/2025 2,305,372.50 3.74191282CJN2 1,0954.061U S TREASURY2374 1,000,000.00 997,890.63 01/31/20294.00005/23/2025 1,014,380.00 4.00591282CJW2 1,1573.832U S TREASURY2403 2,000,000.00 2,010,937.50 01/31/20294.00007/22/2025 2,028,760.00 3.78091282CJW2 1,1573.871U S TREASURY2383 1,250,000.00 1,261,132.81 03/31/20294.12506/05/2025 1,273,387.50 3.81891282CKG5 1,2163.813U S TREASURY2408 1,750,000.00 1,768,525.39 03/31/20294.12507/23/2025 1,782,742.50 3.76191282CKG5 1,2163.953U S TREASURY2388 1,500,000.00 1,529,707.03 05/31/20294.50006/18/2025 1,547,520.00 3.89991282CKT7 1,2773.851U S TREASURY2405 1,500,000.00 1,534,511.72 05/31/20294.50007/22/2025 1,547,520.00 3.79991282CKT7 1,2773.835U S TREASURY2409 3,000,000.00 3,018,281.25 07/31/20294.00007/23/2025 3,046,650.00 3.78291282CLC3 1,3383.854U S TREASURY2410 3,000,000.00 3,032,226.56 11/30/20294.12507/23/2025 3,062,580.00 3.80191282CMA6 1,4603.693U S TREASURY2413 1,500,000.00 1,533,750.00 01/31/20304.25008/29/2025 1,539,195.00 3.64391282CMG3 1,5224.221U S TREASURY2414 3,000,000.00 2,971,875.00 04/30/20303.50009/30/2025 2,990,400.00 4.16391282CGZ8 1,61157,167,971.74 3.83957,561,839.8556,895,000.0055,981,870.11Subtotal and Average 3.892 914Treasury Securities - Discount3.985U S TREASURY2534 495,000.00 488,737.74 01/27/20263.82709/30/2025 492,015.15 3.930912797SH1 573.887U S TREASURY2535 1,000,000.00 988,374.09 03/17/20263.73711/25/2025 989,070.00 3.833912797SZ1 1061,477,111.83 3.8651,481,085.151,495,000.00686,412.56Subtotal and Average 3.919 90Federal Agency Issues - Callable0.620FREDDIE MAC4554 3,000,000.00 3,000,000.00 12/01/20250.62012/01/2020 3,000,000.00 0.6123134GXDM3 00.550FEDERAL NATIONAL MORTGAGE ASSN4556 3,000,000.00 3,000,000.00 01/28/20260.55001/28/2021 2,984,070.00 0.5423135G06R9 580.110FEDERAL HOME LOAN BANK4558 3,000,000.00 3,000,000.00 02/12/20260.60002/12/2021 2,980,110.00 0.1093130AKXQ4 730.625FEDERAL HOME LOAN BANK4560 3,000,000.00 3,000,000.00 02/17/20260.62502/17/2021 2,978,580.00 0.6163130AL3S1 780.616FEDERAL HOME LOAN BANK4562 3,125,000.00 3,122,500.00 02/24/20260.60002/24/2021 3,101,093.75 0.6083130AKXJ0 850.750FEDERAL HOME LOAN BANK4563 3,000,000.00 3,000,000.00 02/24/20260.75002/24/2021 2,976,570.00 0.7403130ALCV4 85Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM2) 7.3.11

YTM365Page 4Par Value Book ValueMaturityDateStatedRateMarket ValueNovember 30, 2025Portfolio Details - InvestmentsAverageBalanceIssuerPortfolio ManagementCITY OF PLEASANTONDays toMaturityYTM360CUSIP Investment #PurchaseDateFederal Agency Issues - Callable0.650FEDERAL HOME LOAN BANK4559 3,000,000.00 3,000,000.00 02/26/20260.65002/26/2021 2,976,870.00 0.6413130AKZ25 870.800FEDERAL HOME LOAN BANK4565 3,000,000.00 3,000,000.00 03/16/20260.80003/16/2021 2,972,820.00 0.7893130ALDN1 1051.050FEDERAL FARM CREDIT BANK4575 3,000,000.00 3,000,000.00 03/25/20261.05003/25/2021 2,973,120.00 1.0363133EMUK6 1140.993FEDERAL HOME LOAN BANK4578 3,000,000.00 2,998,050.00 03/30/20260.98003/30/2021 2,972,520.00 0.9803130ALNT7 1191.051FEDERAL HOME LOAN BANK4580 3,000,000.00 2,995,500.00 04/15/20261.02004/15/2021 2,967,840.00 1.0363130ALUC6 1351.020FEDERAL HOME LOAN BANK4585 2,795,000.00 2,795,000.00 05/19/20261.02005/20/2021 2,758,692.95 1.0063130AMCL4 1690.987FEDERAL HOME LOAN BANK4588 3,000,000.00 2,998,950.00 05/26/20260.98005/26/2021 2,958,240.00 0.9743130AMGW6 1760.901FEDERAL HOME LOAN BANK4590 2,750,000.00 2,746,562.50 05/26/20260.87506/02/2021 2,711,582.50 0.8883130AMHB1 1760.921FEDERAL FARM CREDIT BANK4595 3,000,000.00 2,997,000.00 06/15/20260.90006/24/2021 2,954,730.00 0.9083133EMH21 1961.030FEDERAL HOME LOAN BANK4592 3,000,000.00 3,000,000.00 06/30/20261.03006/30/2021 2,952,660.00 1.0163130AMSL7 2111.070FEDERAL HOME LOAN BANK4594 3,000,000.00 3,000,000.00 06/30/20261.07006/30/2021 2,954,580.00 1.0553130AMYA4 2111.025FEDERAL HOME LOAN BANK4597 3,000,000.00 2,999,250.00 07/14/20261.02007/14/2021 2,949,450.00 1.0113130AMWK4 2251.033FEDERAL HOME LOAN BANK4598 3,000,000.00 2,983,500.00 09/30/20260.92009/30/2021 2,931,360.00 1.0193130AP2P9 3031.085FEDERAL HOME LOAN BANK4599 3,000,000.00 2,997,750.00 10/14/20261.07010/14/2021 2,931,150.00 1.0713130APC94 3171.421FEDERAL HOME LOAN BANK4600 530,000.00 526,947.20 11/24/20261.30012/09/2021 517,836.50 1.4013130APU78 3581.421FEDERAL HOME LOAN BANK4601 1,840,000.00 1,829,401.60 11/24/20261.30012/09/2021 1,797,772.00 1.4013130APUR4 3581.459FEDERAL HOME LOAN BANK4602 3,000,000.00 2,988,000.00 12/01/20261.37512/09/2021 2,932,080.00 1.4393130APVC6 3651.425FEDERAL HOME LOAN BANK4605 3,000,000.00 2,999,250.00 12/29/20261.42001/03/2022 2,928,480.00 1.4063130AQG80 3931.541FEDERAL HOME LOAN BANK4606 3,000,000.00 2,982,750.00 12/29/20261.42001/10/2022 2,928,480.00 1.5193130AQG80 3931.370FEDERAL HOME LOAN BANK4603 3,000,000.00 3,000,000.00 12/30/20261.37012/30/2021 2,927,100.00 1.3513130AQEC3 3941.385FEDERAL HOME LOAN BANK4604 3,000,000.00 2,998,500.00 12/30/20261.37512/30/2021 2,927,250.00 1.3663130AQEF6 3941.926FEDERAL HOME LOAN BANK4607 3,000,000.00 2,975,010.00 01/28/20271.75002/08/2022 2,935,950.00 1.9003130AQLD3 4232.112FEDERAL HOME LOAN BANK4608 3,000,000.00 2,995,500.00 02/25/20272.08003/08/2022 2,942,790.00 2.0833130AQW66 4513.823U S TREASURY4610 3,000,000.00 2,995,664.06 08/15/20273.75007/23/2025 3,010,680.00 3.77091282CLG4 62285,925,085.36 1.13284,834,457.7086,040,000.0088,322,085.36Subtotal and Average 1.148 231Supranationals0.935International Finance Corp7000 1,000,000.00 980,200.00 02/26/20260.50006/28/2021 991,220.00 0.92245950VPS9 873.886International Finance Corp7011 1,000,000.00 1,007,230.00 01/15/20274.37506/30/2025 1,007,400.00 3.83345950KDF4 4103.975INTERNATIONAL BANK FOR RECONST7005 2,000,000.00 1,972,780.00 07/12/20283.50006/18/2025 1,997,560.00 3.921459058KT9 9543,960,210.00 3.1563,996,180.004,000,000.003,960,210.00Subtotal and Average 3.200 601Asset Backed Securities4.473BMW Vehicle Owner Trust7007 175,000.00 174,996.15 06/26/20284.43006/10/2025 176,278.34 4.411096912AD2 9383.872Toyota Lease Owner Trust7013 805,000.00 804,855.91 11/20/20283.96009/17/2025 806,031.69 3.81989240NAD4 1,0854.471MERCEDES-BENZ AUTO LEASE TRUST7016 1,260,000.00 1,259,793.23 04/16/20294.52010/22/2025 1,260,300.13 4.41058770XAD5 1,2324.404Hyundai Auto Receivables Trust7006 265,000.00 264,976.07 12/17/20294.36006/11/2025 267,417.25 4.34444935XAD7 1,4772,504,621.36 4.2132,510,027.412,505,000.002,504,621.36Subtotal and Average 4.272 1,190Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM2) 7.3.11

YTM365Page 5Par Value Book ValueMaturityDateStatedRateMarket ValueNovember 30, 2025Portfolio Details - InvestmentsAverageBalanceIssuerPortfolio ManagementCITY OF PLEASANTONDays toMaturityYTM360CUSIP Investment #PurchaseDateCompounding CD's4.150United Business BankSYS 1091-3 254,392.57 254,392.57 04/11/20264.15004/11/2025 254,392.57 4.093SYS 1091-3 131254,392.57 4.093254,392.57254,392.57254,392.57Subtotal and Average 4.150 1312.736224,548,850.87 219,411,125.91 2.778 489218,990,638.37 219,806,984.79Total and Average Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM2) 7.3.11

YTM365Page 6Par Value Book ValueStatedRateMarket ValueNovember 30, 2025Portfolio Details - CashAverageBalanceIssuerPortfolio ManagementCITY OF PLEASANTONDays toMaturityYTM360CUSIP Investment #PurchaseDateGov't Money Market0.000BANK OF NEWYORK MELLON7-3 0.00 0.0007/01/2025 0.00 0.000SYS CASH 10.002.736224,548,850.87 219,411,125.91 2.778 4890Average Balance218,990,638.37 219,806,984.79Total Cash and Investments Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM2) 7.3.11

Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM8) 7.3.11

Portfolio PLSTCCRun Date: 01/06/2026 - 10:13PM (PRF_PM8) 7.3.11

Portfolio PLSTCCRun Date: 01/06/2026 - 10:13 PM (PRF_PMS) 7.3.11

Portfolio PLSTCCRun Date: 01/06/2026 - 10:13 PM (PRF_PMS) 7.3.11

Portfolio PLSTCCRun Date: 01/06/2026 - 10:13 PM (PRF_PM3) 7.3.11

Item #6

CITY COUNCIL AGENDA REPORT

January 20, 2026
Library and Recreation

TITLE: APPROVE THE LIBRARY COMMISSION'S WORKPLAN PRIORITIES FOR FISCAL YEARS 2025/26-2026/27

SUMMARY
The Library Commission's duties include developing a commission workplan to be provided to the City Council for consideration. The recommendation from the commission for the current two-year budget period (2025/26 to 2026/27) is presented in this report.

RECOMMENDATION
Approve the Library Commission's workplan priorities for fiscal years 2025/26-2026/27.

BACKGROUND
Section 2.34.020 of the Pleasanton Municipal Code (PMC) states: “The duties of the Library Commission shall include the following: “Develop a commission workplan to be provided to the City Council for consideration during the budget process. The workplan should be based on the goals and strategies outlined in the ONE Pleasanton Strategic Plan as well as the role of the commission.”

At their August and December meetings, the Library Commission discussed their workplan for fiscal years 2025/26 and 2026/27, based on ONE Pleasanton goals related to the purview of the Library Commission and the specific duties of the commission:

ONE Pleasanton Goals
• Funding Our Future Strategies 1, 2, 4, 5, and 6 - focused on fiscal sustainability, cost recovery, and reasonable fee policies
• Building a Community Where Everyone Belongs Strategies 1 and 3 – focused on increasing equitable access to City programs and implementing high priority items from the Library and Recreation Strategic Plan.

Commission Duties
The Library Commission workplan items should focus attention on those areas stated in the City’s Municipal Code Section 2.34.020 to be within the duties of the commission.

The duties of the Library Commission shall include the following:

1. Develop a commission workplan to be provided to the City Council for consideration during the budget process. The workplan should be based on the goals and strategies outlined in the ONE Pleasanton Strategic Plan, as well as the role of the commission

2. Review and recommend policies to the City Council related to library services

3. Seasonally, review the adopted library budget, program and service plans, and key performance indicators

4. Advise the City Council on capital projects related to library facilities

5. As community leaders, receive library-related feedback from the community

6. Act as an advocate for library and cultural programs, services, and facilities within the community

7. Serve as liaison between the City and other library-related entities, including, but not limited to, local municipalities, local nonprofits, Alameda County, state, and national agencies.

DISCUSSION
The Library Commission developed the following workplan goals for fiscal years 2025/26 and 2026/27 for City Council approval:

1. Library Policy Updates
(Commission Duty 2 / ONE Pleasanton Strategic Plan Goal: Building a Community Where Everyone Belongs, Strategy 3)
This item will include reviewing existing library policies, prioritizing updates, and developing new policies for Council consideration. The oldest policies requiring review include the Donations Policy, Display Policy, and Bulletin Board Policy.

2. Commissioner Outreach
(Commission Duty 5, 6 / ONE Pleasanton Strategic Plan Goal: Building a Community Where Everyone Belongs, Strategy 3)
This item will include developing standardized presentation materials for commissioners to use at community meetings, and continuing commissioner participation in outreach at library and community events.

3. Library Budget Impacts Update
(Commission Duty 3/ ONE Pleasanton Strategic Plan Goals: Funding our Future and Building a Community Where Everyone Belongs)
This item will be informational, providing commissioners with an overview of program and budget impacts on library services.

4. Library Programming
(Commission Duty 3 / ONE Pleasanton Strategic Plan Goal: Building a Community Where Everyone Belongs, Strategy 3)
This item will include an overview of existing library programming, followed by feedback and brainstorming from commissioners on possible future programming ideas.

5. Community Engagement and Volunteer Programs
(Commission Duty 3 / ONE Pleasanton Strategic Plan Goals: Funding Our Future, Strategy 1 and Strategy 7, and Building a Community Where Everyone Belongs,

Strategy 3)
This item will include an overview of volunteer programs within the library, such as the Volunteer Shelving Program, and provide commissioners with a chance to offer expansion ideas and community engagement concepts related to the City’s library services.

Ongoing/Annual Items:

1. Library and Recreation Annual Report

2. Library Informational Reports

EQUITY AND SUSTAINABILITY
The workplan process aligns funding and staff resources in a way that provides the greatest benefit to the community.

OUTREACH
This item was discussed at the August 7, 2025 and December 4, 2025 Library Commission meetings.

STRATEGIC PLAN ALIGNMENT
This action advances ONE Pleasanton Citywide Strategic Plan goal: Optimizing Our Organization, Strategy 4 – “Evaluate the organization’s structure of community engagement opportunities (such as commissions and committees and citizen's academy) to improve information sharing, optimize staff efficiency, and provide greater service to the community.”

FISCAL IMPACT
There is no financial impact related to the overall workplan.

Prepared by: Submitted by: Approved by:

Lia Bushong, Assistant
Director of Library and
Recreation
Heidi Murphy, Director of Library and
Recreation

Gerry Beaudin, City
Manager

Attachments:

None

Item #7

CITY COUNCIL AGENDA REPORT

January 20, 2026
Public Works - Operations Division

TITLE: AUTHORIZE THE CITY MANAGER TO ENTER INTO THE FIRST AMENDMENT

TO THE MAINTENANCE AND TRADE SERVICES AGREEMENT WITH EAST BAY POOL SERVICE, INC. FOR POOL MAINTENANCE SERVICES AND REPAIRS, INCREASING THE ANNUAL NOT-TO-EXCEED AMOUNT BY $75,000 TO $254,950, INCREASING THE CUMULATIVE NOT-TO-EXCEED AMOUNT TO $1,124,750, AND EXTENDING THE TERM THROUGH FISCAL YEAR 2027/28

SUMMARY
In April 2023, the City Council approved a three-year maintenance and trade services agreement with East Bay Pool Service, Inc. for pool maintenance and repair services with an annual not-to-exceed amount of $179,950, for a cumulative total of $539,850 through April 2026, with an option to renew two additional years. During FY 2025/26, the Dolores Bengtson Aquatic Center (DBAC) experienced multiple unplanned system failures, including a $43,000 boiler replacement and a major pump leak estimated at $30,000, as well as growing maintenance needs due to aging infrastructure. Based on the condition assessment from the Asset Management effort, staff forecasts that additional repairs will likely be needed in the upcoming fiscal years.

Staff recommend exercising the two additional fiscal years (FY 2026/27 and FY 2027/28) extension option, and increasing each extension year's not-to-exceed value by $75,000 to provide sufficient funding for unanticipated and urgent repair needs driven by the aging aquatic infrastructure. This adjustment results in a revised cumulative not-to-exceed amount of $1,124,750 across the full five-year term.

RECOMMENDATION
Authorize the City Manager to enter into the first amendment to the Maintenance and Trade Services agreement with East Bay Pool Service, Inc. for pool maintenance services and repairs, increasing the annual not-to-exceed amount by $75,000 to $254,950, increasing the cumulative not-to-exceed amount to $1,124,750, and extending the term through fiscal year 2027/28.

BACKGROUND
The contractor provides comprehensive pool maintenance services, including daily pool cleaning, water chemistry management, and repairs to swimming pools, their surrounding areas, and associated mechanical systems, to ensure safe and sanitary conditions. A Certified Pool Operator is required to treat and monitor the pools seven days a week, including weekends. Over the past year, significant equipment failures—such as breakdowns of the 50- meter and 25-meter pool pump systems, boiler malfunctions, and other unplanned mechanical issues—have required immediate corrective action to maintain continuous aquatics operations.

East Bay Pool Service supplies all necessary cleaning and repair tools, including specialized vacuums, vacuum heads, commercial telescopic poles, water chemistry testing equipment,

and various pool filtration components. The company also provides as-needed maintenance and repair support for DBAC. These facilities operate year-round, and prompt repairs are critical to protecting public safety, preserving infrastructure, and ensuring reliable programming for residents.

DISCUSSION
Under the current agreement, East Bay Pool Services has performed major repairs, including a $43,000 boiler installation and the identification of a substantial pump leak, requiring an estimated $30,000 in repairs. Additional repair needs are anticipated in the next two years for the 50-meter pool, including tile and plaster restoration, as well as routine but critical systems maintenance driven by the aging aquatic infrastructure.

The recommended amendment increases the fiscal year (FY) 2025/26 not-to-exceed amount by $75,000 and extends the agreement through FY 2027/28, with an additional $75,000 in each extension year. These adjustments ensure adequate funding to address both immediate and future aquatics maintenance needs, enabling the City to proactively maintain safe, high- quality aquatic facilities.

With this amendment, the cumulative not-to-exceed amount over the five-year term will be $1,124,750.

Annual and Cumulative Cost Summary:

EQUITY AND SUSTAINABILITY
Approval of this action advances the City’s equity and sustainability goals by providing safe, reliable, and year-round access to aquatic facilities for all community members, including youth, seniors, and participants in recreation programs. Proactively maintaining critical mechanical systems helps prevent emergency failures that can result in energy loss, water waste, and unplanned equipment replacement, which aligns with Climate Action Plan (CAP

2.0) goals related to resource efficiency and infrastructure resilience.

OUTREACH
No additional public outreach was required for this item, as the amendment pertains to an existing as-needed maintenance agreement. Staff coordinated internally with Recreation, Facilities, and Finance to confirm operational needs, funding availability, and alignment with current service requirements.

STRATEGIC PLAN ALIGNMENT
This action supports the ONE Pleasanton Strategic Plan goal of Safeguarding Our City by maintaining the operational reliability and safety of the City’s aquatic facilities. It also supports Investing in Our Environment by prolonging the useful life of key infrastructure, preventing unplanned failure, and promoting sustainable facility maintenance.

FISCAL IMPACT
The recommended amendment increases the not-to-exceed amount of the East Bay Pool Services agreement by $75,000 for FY 2025/26 and extends the contract through FY 2027/28, adding $75,000 to each extension year. The revised cumulative contract amount over the five- year period is $1,124,750.

Funding for FY 2025/26 is available in the Facilities Operating Budgets (00140301-420101) and the Internal Service Fund – Facilities Renovation (51540132-440108). Sufficient appropriations exist in the current fiscal year to support the amendment. Funding for FY 2026/27 and FY 2027/28 will be included in future budget cycles and appropriated as part of the City’s annual operating budget process.

Prepared by: Submitted by: Approved by:

Tamara Baptista, Assistant
Dir. of Public Works -
Operations & Maintenance
Siew-Chin Yeong, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

1. First Amendment to the agreement with East Bay Pool Service, Inc.

ATTACHMENT 1
Contract #2023513

FIRST AMENDMENT TO AGREEMENT

This First Amendment to Agreement ("First Amendment") is entered into this ______ day of January 2026, by the City of Pleasanton ("City") and East Bay Pool Service, Inc. ("Contractor”).

Whereas, on April 21, 2023, the City and Contractor entered into a Maintenance and Trade Services Agreement for Pool Maintenance and Repair Services as identified in RFP 22.402 ("Agreement"); and

Whereas, the parties desire to amend the Agreement to extend the term of the Agreement and increase the annual not to exceed amount by $75,000 to $254,950 per year to bring the total cumulative not to exceed amount for this Agreement to $1,124,750.

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

1. Section 1 of the Agreement (Term) is amended to provide that the Agreement shall expire on April 21, 2028.

2. Section 3 of the Agreement (Compensation) is amended to provide for an increase in the annual not-to-exceed amount by $75,000, from $179,950 to $254,950, beginning in Fiscal Year 2025/26 and all subsequent years for a Revised Cumulative Compensation Amount of $1,24,750 for the remainder of this Agreement through Fiscal Year 2027/28.

2. This First 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 and year first above written.

CITY OF PLEASANTON CONTRACTOR – East Bay Pool Service, Inc.

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

First Amendment Page 2
_____________________________ [If Contractor is a corporation, signatures must comply Jocelyn Kwong, City Clerk with California Corporations Code §313]

APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney __________________________ Print name
Title: __________________________

Item #8

CITY COUNCIL AGENDA REPORT

January 20, 2026
Public Works - Engineering Division

TITLE: AUTHORIZE THE CITY MANAGER TO AMEND THE PROFESSIONAL SERVICES

CONTRACTS AND INCREASE THE ON-CALL GENERAL CIVIL ENGINEERING

PROFESSIONAL SERVICES AGREEMENTS WITH PAKPOUR CONSULTING GROUP, INC., MARK THOMAS, WOOD RODGERS, INC., AND RUGGERI-

JENSEN-AZAR TO A GROUPED AGGREGATE NOT-TO-EXCEED CONTRACT LIMIT OF $1,250,000, AN INCREASE OF $500,000, THROUGH JUNE 30, 2026

SUMMARY
The City maintains on-call general civil engineering professional services agreements to support the delivery of capital projects, development reviews, and temporary staff augmentation. These agreements are approaching the current grouped aggregate not-to- exceed limit of $750,000 and are set to expire at the end of Fiscal Year 2025/26.

To maintain service continuity and support ongoing workloads through the remainder of the fiscal year, staff recommends increasing the grouped aggregate not-to-exceed contract limit by $500,000, for a revised total of $1,250,000. A new Request for Qualifications is currently advertised, with recommended agreements anticipated to be presented to the City Council prior to the end of the fiscal year.

RECOMMENDATION

1. Authorize the City Manager to amend the professional services contracts and increase the on-call general civil engineering professional services agreements with Pakpour Consulting Group, Inc., Mark Thomas, Wood Rodgers, Inc., and Ruggeri-Jensen-Azar to a grouped aggregate not-to-exceed contract limit of $1,250,000, an increase of $500,000, through June 30, 2026.

2. Authorize the City Manager or designee to approve task authorizations.

BACKGROUND
On June 1, 2021, the City Council approved on-call general civil engineering professional services agreements with Pakpour Consulting Group, Inc., Mark Thomas, Wood Rodgers, Inc., and Ruggeri-Jensen-Azar for a grouped aggregate not-to-exceed contract amount of $750,000. The agreements covered services provided between July 1, 2021, and June 30, 2024, and included two optional one-year extensions. Two amendments have since been approved to extend the contract term.

The agreements were solicited through a competitive Request for Qualifications (RFQ) process. The RFQ anticipated the selection of multiple firms to provide on-call services over a five-year period, with work assigned on an as-needed basis through task authorizations.

Services advertised under the RFQ included general civil engineering consulting, design, plan review, Capital Improvement Program (CIP) project design, drafting, and related tasks supporting civil design, construction, inspection, and operations. Given the varied and ongoing nature of these needs, the City has determined that on-call professional services agreements are the most efficient and flexible mechanism to procure these services.

DISCUSSION
Staff recommends increasing the grouped aggregate contract authority by $500,000 to ensure continuity of project delivery, maintain adequate staff support, and provide emergency capacity through the end of the fiscal year. Additional services anticipated under the amended agreements include:
• Current land development technical plan review and support • East Pleasanton entitlement and master planning efforts • Staff augmentation for Senior Civil Engineer and Associate Civil Engineer positions • Emergency response and related support services

No minimum amount of work or compensation is guaranteed to any firm. All work will continue to be assigned through task authorizations based on demonstrated operational need. A new RFQ is currently being advertised, with recommended agreements anticipated to be presented to the City Council prior to the end of the fiscal year. Existing agreements may require amendment, subject to approved task authorizations, should individual contract limits be exceeded.

EQUITY AND SUSTAINABILITY
Staff followed the City Procurement Policy for purchasing procedures and the previous City Council-approved provisions to develop this recommendation.

OUTREACH
Not applicable, as this item is a routine matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the Citywide ONE Pleasanton Strategic Plan goal of Investing in Our Environment by supporting Strategy 1 – Implement the four-year Capital Improvement Program (CIP). The on-call professional services authorized by this action provide critical capacity to support design, review, and delivery of capital projects across the City’s infrastructure systems.

FISCAL IMPACT
No additional funding or appropriation is required to approve the proposed amendments to the on-call general civil engineering professional services agreements or the increase to the grouped aggregate not-to-exceed contract limit. Funding for services under these agreements will continue to be appropriated within individual CIP project budgets or through the annual Operating Budget, as applicable.

As of November 30, 2025, a total of $730,460 in task authorizations has been issued, with $587,184 expended under active task authorizations.

The recommended grouped aggregate not-to-exceed contract amount is $1,250,000 through June 30, 2026, which is within the maximum five-year contract term. Task authorizations issued prior to contract expiration may require extensions of contract terms beyond the five- year limit to allow for completion of authorized work, consistent with the provisions of the original agreements.

There is no guarantee that the full authorized amount will be expended during the contract term, and no minimum amount of work or compensation is guaranteed to any firm. All work will continue to be assigned through task authorizations based on demonstrated operational need.

Prepared by: Submitted by: Approved by:

Adam Nelkie, Assistant Dir.
of Public Works -
Engineering
Siew-Chin Yeong, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

None

Item #9

CITY COUNCIL AGENDA REPORT

January 20, 2026
Public Works - Utilities Division

TITLE: AUTHORIZE THE CITY MANAGER TO ENTER INTO A PROFESSIONAL

SERVICES AGREEMENT WITH OPERATIONAL TECHNICAL SERVICES, LLC

FOR STAFF AUGMENTATION SERVICES IN AN AMOUNT NOT-TO-EXCEED $1,500,000 FOR A THREE-YEAR TERM

SUMMARY
Staff recommends awarding a professional services agreement to Operational Technical Services, LLC to provide on-call, State-certified Utilities System Operator II support for the operation, maintenance, repair, and replacement of the City’s water distribution and sewer collection systems. This support is essential for maintaining regulatory compliance, ensuring 24/7 emergency response coverage, and sustaining safe and reliable utility service to the community.

The proposed agreement allows the City to temporarily augment existing staffing to maintain system operations for an interim period while recruitment is underway. Salary savings from currently vacant positions will cover the cost of the services, and services will be reduced or terminated once vacancies are filled. Any expenditures under this agreement will be funded entirely through the Utility Enterprise Funds, within existing appropriations.

RECOMMENDATION
Authorize the City Manager to enter into a professional services agreement with Operational Technical Services, LLC for staff augmentation services in an amount not-to-exceed $1,500,000 for a three-year term.

BACKGROUND
The City operates two utility systems: the water distribution system and the sewer collection system.

The City supplies approximately 14,000 acre-feet of drinking water annually to over 22,000 customers. Ensuring the safe and reliable operation of this system requires 24-hour staffing by certified personnel capable of responding to emergencies, making operational adjustments, and complying with State drinking water regulations.

For the sewer system, Water Board regulations require continuous staffing by certified operators, which is essential for preventing sanitary sewer overflows and protecting public health and the environment.

Utility Operator II positions require State-issued certifications necessary to operate water distribution, water treatment, and wastewater collection systems legally. Certified Operators II are required on every shift, 24 hours a day, to respond to water main breaks, sewer overflows, pump station failures, water quality emergencies, and other situations that directly impact

public safety and regulatory compliance.

The Public Works Utility Division currently has six vacant Utility Operator II positions, significantly reducing its available staffing for daily operations and mandatory standby rotations.

DISCUSSION
The City has been actively recruiting for permanent Operator II positions for nearly a year, but has been unable to fill vacant positions. This reflects a statewide shortage of certified operators — an industry-wide issue affecting nearly all water and sewer utilities.

Given the specialized certifications required, operator positions cannot be filled by untrained, or unlicensed staff. This creates an immediate need for qualified, contract-based certified operators to ensure uninterrupted operations. Contract staffing ensures the City maintains operational readiness and regulatory compliance during the recruitment period.

The proposed contract cost will be fully funded through salary savings generated by vacant Operator II positions.
• No rate increase or additional appropriation is required. • As permanent positions are filled, reliance on contract services will be reduced or phased out.
• The contract offers flexibility to scale staffing according to actual operational needs.

The $1,500,000 agreement allows the Utility Division to hire up to four certified Operator II personnel for approximately 12 months. The contract term may extend up to three years, or until the not-to-exceed amount is fully utilized, allowing the City to maintain compliance and operational capability while continuing to recruit permanent staff. Any expenditures under this agreement will be funded entirely through the Utility Enterprise Funds, within existing appropriations, with no additional appropriations or rate adjustments.

This approach provides the staffing stability necessary to operate two highly regulated, essential systems without interruption. It also allows the City additional time to examine recruitment and retention options more fully.

EQUITY AND SUSTAINABILITY
Staff followed the City’s Procurement Policy and applicable Council-approved purchasing procedures in developing this recommendation.

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 Plan goal of Investing in Our Environment, Strategy 1 – Implement the four-year Capital Improvement Program (CIP) and Strategy 2 – Develop an Asset Management Plan to support long-term planning, maintenance, and replacement of infrastructure systems.

FISCAL IMPACT
The proposed three-year professional services agreement includes a not-to-exceed amount of $1,500,000. Costs will be incurred on an as-needed basis and are expected to support temporary staff augmentation services, equivalent to up to four Operator II positions over an approximate 12-month period, while the City continues recruitment and hiring of permanent staff.

Expenditures under this agreement will be funded through the Utility Enterprise Funds, 420 (Water Operations), 425 (Recycled Water Operations), and 430 (Sewer Operations) within existing appropriations. No additional appropriations or rate adjustments are required. Actual costs will depend on service utilization and may be less than the not-to-exceed amount. The agreement may terminate earlier upon full utilization of authorized funds.

Prepared by: Submitted by: Approved by:

Siew-Chin Yeong, Director
of Public Works
Siew-Chin Yeong, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

1. Professional services agreement with Operational Technical Services LLC