Agenda — Richmond City Council, September 13, 2022 (part 1 of 4)

MEETING(S) - (Meetings are virtual)

REGULAR RICHMOND HOUSING AUTHORITY

REGULAR RICHMOND CITY COUNCIL AGENDA

Tuesday, September 13, 2022, 4:00 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:

Thomas K. Butt, Mayor
Demnlus Johnson III, Councilmember at Large
NathanielBates, Councilmember at Large
Claudia Jimenez, Councilmember District 6
Eduardo Martinez, Vice Mayor at Large
Melvin Willis, Councilmember District 1
Gayle McLaughlin, Councilmember District 5
Jaycine Scott, Housing Authority Tenant Commissioner
Link to City Council Agendas/Packets
http://www.ci.richmond.ca.us/4157/City-ofRichmond-Council-Meetings Register to receive notification of new agendas, etc.
http://www.ci.richmond.ca.us/list.aspx
CORONAVIRUS DISEASE (COVID-19) ADVISORY
PURSUANT to the Governor of the State of California’s Assembly Bill 361 and in the interest of the public health and safety, attendance at the City of Richmond City Council meeting will be limited to Council members, essential City of Richmond staff, and members of the news media. Public comment will be confined to items appearing on the agenda and will be limited to the methods provided below.

How to watch the meeting from home:

1. KCRT – Comcast Channel 28 or AT&T Uverse Channel 99

2. Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live Public comment may be submitted by mail, eComment, email and/or Zoom video conference in the manner that follows, provided that no member of the public may submit more than one verbal comment per agenda item.

Via mail: received by 1:00 p.m. the day of the meeting, sent to 450 Civic Center Plaza, 3rd Floor, Office of the Clerk, Richmond, CA 94804.

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Email your comment to [email protected] should you have difficulty submitting an eComment during a meeting.

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Emails MUST contain in the subject line 1) public comments – Open Session prior to Closed Session; 2) public comments – Open Forum; or 3) public comments agenda item #__ [include the agenda item number]. All such email with correctly labeled subject lines will be posted on-line and emailed to the City Council before the meeting is called to order. Email received after 1:00 p.m. will be posted on-line following the meeting as part of the supplemental materials attached to the meeting minutes.

Via Zoom by video conference: for Open Session and City Council: Please click the link below to join the webinar:
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By iPhone one-tap: US: +16699006833,,99312205643# or +13462487799,,99312205643# By Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 669 900 6833 or +1 346 248 7799 or +1 253 215 8782 or +1 312 626 6799 or +1 929 205 6099 or +1 301 715 8592 Webinar ID: 993 1220 5643
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To comment by video conference: click on the Participants button at the bottom of your screen and select the “Raise Your Hand” button to request to speak when Public Comment is being asked for. When called upon, press the unmute button. After the allotted time, you will then be re-muted. ** To comment by phone: you will be prompted to “Raise Your Hand” by pressing “*9” to request to speak when Public Comment is asked for. When called upon, you will be asked to unmuted by pressing *6. After the allotted time, you will then be re-muted. Instructions of how to raise your hand by phone are available at:
https://support.zoom.us/hc/en-us/articles/201362663 -Joining-a-meeting-by-phone. ** **The mayor will announce the agenda item number and open public comment when appropriate.

The City cannot guarantee that its network and/or the site will be uninterrupted. To ensure that the City Council receives your comments, you are strongly encouraged to submit your comments in writing in advance of the meeting.

AB 361 Procedures in the Event of Technical Difficulties: In the event the meeting broadcast is disrupted, or if a technical issue on the agency's end disrupts public participation, the legislative body board cannot take any further action on the agenda until the technical issue is resolved.

Properly labeled public comments will be considered a public record, put into the official meeting record, available after the meeting as supplemental materials, and will be posted as an attachment to the meeting minutes when the minutes are posted: http://www.ci.richmond.ca.us/Archive.aspx?AMID=31.

Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-andforth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 2 p.m. the day of the meeting).

Any member of the City Council who would like to remove an item from the consent calendar must notify the appropriate staff person and the City Clerk’s Office prior to the meeting. Although members of the City Council are encouraged to ask questions and share concerns with staff ahead of the meeting, they are not required to do so.

The Clerk’s Office must be informed of any requests to remove items from the Consent Calendar. Items removed from the Consent Calendar shall be placed at the end of the agenda for consideration.

Accessibility for Individuals with Disabilities: Upon request, the City will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services and sign language interpreters, to enable individuals with disabilities to participate in and provide comments at/related to public meetings. Please submit a request, including your name, phone number and/or email address, and a description of the modification, accommodation, auxiliary aid, service or alternative format requested at least two days before the meeting. Requests should be emailed to [email protected] or submitted by phone at 510-620-6513, ext. 9, or 510-620-6509.

Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.

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Effect of Advisory on In-person public participation: During the pendency of Assembly Bill 361, the language in this Advisory portion of the agenda supersedes any language contemplating in-person public comment.

Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.

Pages
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A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:00 p.m.

B. ROLL CALL
C. CLOSED SESSION
.

C.1. LIABILITY CLAIMS (Government Code Section 54956.9) • Terry Ellis
• Evette Frevele
• GEICO/Cortez
C.2. CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Jaclyn Gross and Sharrone Taylor Employee organizations:

1. SEIU Local 1021 Full Time Unit and Part Time Unit
IFPTE Local 21 Mid-Level Management Unit and Executive
Management Units

2. 3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.3. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) • Winehaven v. City of Richmond
• The Guidiville Rancheria of California, et al. v. The United States of America, et. al.
• North Coast Rivers Alliance et al./Point Molate Alliance et al. v. City of Richmond
• SPRAWLDEF et al. v. City of Richmond
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C.4. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
• One Case:

In light of the California Court of Appeal's decision in Fowler v. City of Lafayette, the City Attorney's Office is attaching to this agenda 1 memo regarding the Measure U and a meeting where litigation was threatened.

This memo provides the existing facts and circumstances for going into closed session on these items pursuant to California Government Code Section 54956.9(d)(2) and (e)(3).

C.5. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north Agency negotiator: Anita Luck, Lina Velasco, Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment
•
Property: 12th and Macdonald
Agency Negotiators: Dave Aleshire, Lina Velasco, Jesus Morales Negotiating parties: SAA-EVI Richmond Partners, LLC
Under negotiation: Price and terms of payment
•
D. PUBLIC COMMENT BEFORE CLOSED SESSION
E. ADJOURN TO CLOSED SESSION
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F. REGULAR MEETING OF THE RICHMOND HOUSING AUTHORITY
6:25 p.m.

G. ROLL CALL
H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
I. STATEMENT OF CONFLICT OF INTEREST
J. REPORT FROM THE EXECUTIVE DIRECTOR
K. AGENDA REVIEW
L. HOUSING AUTHORITY OPEN FORUM
M. HOUSING AUTHORITY CONSENT CALENDAR
M.1. Richmond Village Memorandum of Understanding (MOU) 13 ADOPT a resolution approving a Memorandum of Understanding (MOU) by and among the Richmond Housing Authority (RHA), MBA Urban Development Co., a Missouri corporation, Community Housing Development Corporation of North Richmond (CHDC), and MBS Easter Hill Acquisition Partner, LLC, pertaining to the operation of the Easter Hill development phases I and II, and cooperation regarding potential Rental Assistance Demonstration (RAD) Conversions for the developments with a term ending December 31, 2023; and AUTHORIZE the Executive Director to execute the MOU – Richmond Housing Authority (Nannette J. Beacham 510-621-1300).

M.2. Housing Authority Minutes 49
APPROVE the minutes of the July 19, 26, and August 19, 2022, Richmond Housing Authority special meetings - City Clerk's Office (Pamela Christian 510- 620-6513).

M.3. Nystrom Village Exclusive Right to Negotiate Agreement (ERNA) 54 ADOPT a resolution authorizing the Executive Director of the Richmond Housing Authority (RHA) to execute an Exclusive Right to Negotiate Agreement (ERNA) with McCormack Baron Salazar and Richmond Neighborhood Housing Services; and AUTHORIZE the Executive Director of the RHA to negotiate a Master Development Agreement (MDA), Ground Leases, Disposition and Development Agreements, and any other related documents and agreements necessary for the redevelopment and operation of Nystrom Village – Richmond Housing Authority (Nannette Beacham 510-621-1300).

N. ADJOURNMENT
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O. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.

P. ROLL CALL
Q. STATEMENT OF CONFLICT OF INTEREST
R. AGENDA REVIEW
S. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
T. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) U. ABATEMENT REPORT FROM THE PUBLIC WORKS DIRECTOR - 1st Tuesday (public comment allowed under Open Forum)
V. OPEN FORUM FOR PUBLIC COMMENT
W. CITY COUNCIL CONSENT CALENDAR
W.1. City Attorney's Office
W.1.a. Approval of a Third Amendment to McNamara, Ambacher, Wheeler, Hirsig & Gray, LLP Legal Services Agreement for Police Tort Litigation and other Matters
103
APPROVE the third amendment to the legal service agreement with McNamara law firm; and APPROPRIATE $125,000 for the
amendment – City Attorney’s Office (Heather McLaughlin 510-620- 6509).

W.1.b. Fourth Amendment of the Downey Brand Agreement for North Coast Rivers Alliance, et al. v. City of Richmond.
138
APPROVE the fourth amendment to the legal service agreement with Downey Brand for the NCRA litigation; and APPROPRIATE $40,000 for the amendment – City Attorney’s Office (Heather McLaughlin 510- 620-6509).

W.2. City Clerk's Office
W.2.a. City Council Meeting Minutes 178
APPROVE the minutes of the regular July 5, 19, 26, and special July 19, August 1, and 19, 2022, Richmond City Council meetings - City Clerk's Office (Pamela Christian 510-620-6513).

W.3. City Council
W.3.a. Acknowledgement of the Contributions of Mr. Yasuhiko Aoki to the Richmond-Shimada Friendship
218
RECEIVE a Letter of Condolences; and ACKNOWLEDGE the
contributions of Mr. Yasuhiko Aoki to the Richmond-Shimada Friendship and commission - Councilmember Nathaniel Bates (510- 620-6743).

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W.4. Economic Development
W.4.a. Thomas Swan Company – Ookwe Park Signage Contract 221 APPROVE a contract with Thomas Swan Sign Company to fabricate and install signage and markers at ‘Ookwe Park in an amount not to exceed $15,000, for a term beginning October 1, 2022, and ending June 30, 2023 - City Manager’s Office, Economic Development (Shasa Curl/Winifred Day 510-620-6592).

W.4.b. Neighborhood Public Art (NPA) Mini Grant Awards Selection 258 APPROVE the Richmond Arts and Culture Commission (RACC) grant awards to nine selected artists for Fiscal Year (FY) 2022-2023, for a total combined amount not to exceed $71,759, for a term beginning November 1, 2022, and ending June 30, 2023; and AUTHORIZE the city manager to negotiate and execute agreements with approved grantees - City Manager’s Office, Economic Development (Shasa Curl/Winifred Day 510-620-6592).

W.5. Finance Department
W.5.a. Investment and Cash Balance Report, and Monthly Overtime Reports for the Month of June 2022
266
RECEIVE the City’s Investment and Cash Balance Report and monthly Overtime Reports for the month of June 2022 – Finance Department (Delmy Cuellar 510-620-6740).

W.5.b. Investment and Cash Balance Report, and Monthly Overtime Reports for the Month of July 2022
281
RECEIVE the City’s Investment and Cash Balance Report and monthly Overtime Reports for the month of July 2022 – Finance Department (Delmy Cuellar 510-620-6740).

W.6. Human Resources
W.6.a. First amendment to the Cooperative Personnel Services HR Consulting (CPS) contract for Sworn Personnel Recruitments 296
APPROVE a first amendment to the Cooperative Personnel Services HR Consulting (CPS) contract to extend the term date through June 30, 2025, change the scope of services to include the Fire Promotional Vacancy and Police Officer recruitments, and increase the payment limit from $50,000 by $189,080, for a total contract amount not to exceed $239,080; and APPROPRIATE funds from the General Fund – Human Resources Department (Sharrone Taylor 510-620-6602).

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W.7. Library and Community Services
W.7.a. City Council Ad Hoc Committee’s Fiscal Year 2022-2023 Category 3 ECIA Grant Award Recommendations ($100,000)
396
APPROVE a recommendation from the City Council Ad Hoc
Committee to award $100,000 in Fiscal Year 2022-2023
Environmental Community Investment Agreement (ECIA) Grant funds (Category 3 - City Council Approved Award) to six (6) Richmond-serving non-profit organizations; ADOPT a resolution; and AUTHORIZE the city manager to negotiate and execute Grant Service Agreements with approved grantees – City Manager’s Office (LaShonda White/Patrick Seals/Shane Johnson 510-620-6512).

W.8. Mayor's Office
W.8.a. Commission on Aging Reappointments 408
REAPPOINT Beverly Wallace, Commission on Aging, Seat #2, Term Expires May 19, 2026; Kiran Agarwal, Commission on Aging, Seat #5, Term Expires May 19, 2026 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.b. Design Review Board Reappointment 411
REAPPOINT Brian Carter, Design Review Board, Seat #7, Term Expires March 17, 2024 - Mayor’s Office (Mayor Tom Butt 510-620- 6503).

W.8.c. ECIA Grant Review Ad Hoc Committee Reappointments 413 REAPPOINT Lily Rahnema, ECIA Grant Review Ad Hoc Committee, Seat #3, Term Expires March 31, 2024; James Becker, ECIA Grant Review Ad Hoc Committee, Seat #5, Term Expires March 31, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.d. Economic Development Commission Reappointments 417 REAPPOINT James Lee, Economic Development Commission, Seat #11, Term Expires March 30, 2025; Brandon Evans, Economic Development Commission, Seat #12, Term Expires March 30, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.e. Historic Preservation Commission Reappointments 420 REAPPOINT Gretchen Stromberg, Historic Preservation
Commission, Seat #1, Term Expires July 31, 2026; Fatema Crane, Historic Preservation Commission, Seat #6, Term Expires July 31, 2026 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

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W.8.f. Urban Forest Advisory Committee Reappointment 424 REAPPOINT Paula Urtecho, Urban Forest Advisory Committee, Seat #5, Term Expires November 17, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.g. Human Rights and Relations Commission Appointment 426 APPOINT Sofia Victoria Lopez, Human Rights and Human Relations Commission, Seat #7, Term Expires March 30, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.h. Library Commission Appointment 428
APPOINT Thomas Harrison Jr., Library Commission, Seat #5, Term Expires July 1, 2024 - Mayor’s Office (Mayor Tom Butt 510-620- 6503).

W.8.i. Urban Forest Advisory Committee 430
APPOINT Shannon Hilsey Choy, Urban Forest Advisory Committee, Seat #1, Term Expires November 17, 2024; Anita Pereira, Urban Forest Advisory Committee, Seat #7, Term Expires November 17, 2024; Kyanna Williams, Urban Forest Advisory Committee, Seat #9, Term Expires November 17, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.j. Overdose Awareness Day 435
PROCLAMATION declaring August 31, 2022, as Overdose
Awareness Day in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.k. Planning Commission Reappointment 438
REAPPOINT Jen Loy, Planning Commission, Seat #2, Term Expires June 30, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

W.8.l. Travel Authorization – 2022 Obi Matsuri Festival 440 APPROVE international travel request from Mayor Tom Butt, Councilmember Demnlus Johnson III, Chief of Staff Vernon Whitmore, and Council Liaison Trina Jackson-Lincoln to Shimada, Japan to attend the Obi Matsuri Festival and to discuss the continuance of the sister city exchange program – Mayor’s Office (Mayor Tom Butt 510-620-6503).

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W.9. Police Department
W.9.a. Purchase of up to $250,000 with Duratech, Inc. for Police Mobile Data Computers (MDCs) and Related Hardware
443
APPROVE the purchase of police Mobile Data Computers (MDCs) and related hardware from Duratech, Inc., in an amount not to exceed $250,000, over a five-year period beginning September 1, 2022, through August 31, 2027 – Police Department (Chief Bisa French 510-621-1802).

W.9.b. Resolution to Accept and Appropriate the State of California Office of Traffic Safety (OTS) Grant Funds
459
ADOPT a resolution to accept and appropriate $235,000 in grant funding awarded by the California Office of Traffic Safety (OTS) to fund efforts to reduce deaths and injuries from motor vehicle crashes – Police Department (Bisa French 510-621-1802).

W.10. Public Works
W.10.a. List of Projects for Fiscal Year 2022-23 Road Maintenance and Rehabilitation Funding Under Senate Bill 1
481
ADOPT a resolution approving the project list for Senate Bill 1 Road Maintenance and Rehabilitation Account funding for Fiscal Year 2022-2023 – Public Works Department (Joe Leach 510-620-5478).

W.10.b. Unity Park Trash Enclosure 485
APPROVE a contract with Radman Electric in the amount of $300,000 for the Unity Park trash enclosure. The contract term will be from September 14, 2022, to June 30, 2023 – Public Works Department (Joe Leach 510-620-5478/Greg Hardesty 510-620- 6920).

X. NEW BUSINESS
X.1. Maintenance and Security at Point Molate 762
DIRECT the city manager, or designee, to prepare, execute, and fund a plan to provide effective maintenance and security at Point Molate – Office of the Mayor (Mayor Tom Butt 510-620-6502).

Y. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
Z. ADJOURNMENT
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September 13, 2022
Housing Authority
Economic Development
DATE: September 13, 2022
TO: Housing Authority Board of Commissioners
FROM: Shasa Curl, City Manager
Nannette Beacham, Executive Director of the Richmond
Housing Authority
Gabino Arredondo, Project Manager
Subject: Richmond Village Memorandum of Understanding (MOU) FINANCIAL IMPACT: The financial conversion will require no additional subsidy from RHA and is projected to result in repayment of over $14.7M in RHA debt over the next 12 years. Richmond
Housing Authority (RHA) and McCormack Baron Salazar
(MBS) will assume a “non-debt” Rental Assistance
Demonstration (RAD)/Section 18 Small Public Housing
Agency (PHA) Blend conversion for Richmond Village I,
II, and III. This is a change from the plan reflected in the PHARS agreement. This change is advantageous to
RHA and HUD and became possible with the publication
of the Office of Public and Indian Housing (PIH) Notice 2021-07 on January 19, 2021.

PREVIOUS COUNCIL
ACTION:
7/27/2021; 12/22/2020

STATEMENT OF THE
ISSUE:

The MOU facilitates the repositioning of the Richmond
Village properties (I, II, and III) by making clear the future operations, partnerships, collaboration, and initial
timeframe to apply for Rental Assistance Demonstration
(RAD) conversion to the United States Department of
Housing and Urban Development (HUD). The MOU
execution supports the completion of tasks 5.1 to 5.3 and

6.1 to 6.3 of the Public Housing Agency Recovery and
Sustainability (PHARS) Agreement with HUD.

AGENDA
REPORT

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September 13, 2022
RECOMMENDED ACTION: ADOPT a resolution approving a Memorandum of Understanding (MOU) by and among the Richmond
Housing Authority (RHA), MBA Urban Development Co.,
a Missouri corporation, Community Housing
Development Corporation of North Richmond (CHDC),
and MBS Easter Hill Acquisition Partner, LLC, pertaining to the operation of the Easter Hill development phases I and II, and cooperation regarding potential Rental
Assistance Demonstration (RAD) Conversions for the
developments with a term ending December 31, 2023;
and AUTHORIZE the Executive Director to execute the
MOU – Richmond Housing Authority (Nannette J.

Beacham 621-1300).

DISCUSSION:

The MOU by and among RHA, MBA Urban Development Co., a Missouri corporation, Community Housing Development Corporation of North Richmond (CHDC), and MBS Easter Hill Acquisition Partner, LLC execution supports the completion of tasks 5.1 to

5.3 and 6.1 to 6.3 of the 2019 Public Housing Agency Recovery and Sustainability (PHARS) Agreement with HUD (Attachments 2 & 3).

Repositioning Richmond Village (converting to Rental Assistance Demonstration (RAD)) involves three distinct and related tasks: 1) exit the investor limited partner (so called “year 15”); 2) negotiate new terms with MBS for the future ownership and operations of Richmond Village; and 3) submit a RAD application.
 Regarding #1: MBS was able to secure a commitment from the investor limited partner to exit the partnership for $1.00. This is the best possible outcome under the Right of First Refusal and Option Agreement. Work to finalize the exit is ongoing. Timeliness of this task has been frustrated by the fact the investor was in the process of selling their Low-Income Housing Tax Credit (LIHTC) investment portfolio.
 Regarding #2: RHA and MBS have finalized the terms of a memorandum of understanding (MOU). This MOU protects RHA, current public investments, and future use as affordable rental housing (Attachment 3).  Regarding #3: The elements of a RAD application are in place (resident meetings, Mixed Finance Affidavits, and plan). Changes in subsidy type by unit over time at Richmond Village has required confirmation of unit information necessary for the RAD application. This work is nearly complete. We anticipate a RAD application submittal by the end of September 2022.

Richmond Village MOU Summary of Terms

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September 13, 2022
The MOU facilitates the repositioning of the Richmond Village properties (I, II, and III) by making clear the future operations, partnerships, collaboration, and initial timeframe to apply for Rental Assistance Demonstration (RAD) conversion to the United States Department of Housing and Urban Development (HUD).

The MOU addresses the following:
 Replacement of the investor limited partners of the partnerships that own and operate Phases 1 and 2 of the Easter Hill development (known as Richmond Village 1 and 2), with an MBS affiliate
 Admission of CHDC as the managing general partner, replacing RHA, and increasing the partnership management fee payable to CHDC to $25,000 per year
 Confirms agreement of the parties to cooperate to pursue RAD Conversions  Confirms agreement of the parties to seek resyndication at a future date to be determined based on factors including project needs and availability and competitiveness for funding sources
 Existing RHA and RDA loans will be repaid according to the original LPA cash flow waterfall and no fees or expenses will be placed ahead of RHA debt repayment.

RHA and MBS assume a “non-debt” RAD/Section 18 Small PHA Blend conversion for Richmond Village I, II, and III. This is a change from the plan reflected in the 2019 PHARS agreement. This change is advantageous to RHA and HUD and became possible with the publication of the PIH Notice 2021-07 on January 19, 2021. At the time the 2019 PHARS Agreement was executed, this option was not available. “No debt” conversions are the most streamline of all RAD conversions. The Financing Plan will be submitted as soon as possible following receipt of the RAD Commitment to Enter into a Housing Assistance Payments Contract (CHAP).

Under the new approach mentioned above, closing for Richmond Village I, II and III will occur simultaneously. Closing should occur within 120 to 180 days on submittal of the Financing Plan. Processing by HUD’s Recapitalization office and RHA will determine the schedule for closing. Additionally, we expect Richmond Village I and II (Asset Management Projects (AMP 007 and 008) will proceed as a RAD “many-to-one” transaction since both AMPs are currently and will continue to be owned by a single ownership entity.

ATTACHMENTS:

Attachment 1 - Resolution
Attachment 2 - MOU
Attachment 3 - 2019 PHARS

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Reso. No. ____

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RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTING A

RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING (MOU) WITH A TERM ENDING DECEMBER 31, 2023, BY AND AMONG THE RICHMOND HOUSING AUTHORITY (RHA), MBA URBAN DEVELOPMENT CO., A MISSOURI

CORPORATION, COMMUNITY HOUSING CORPORATION OF NORTH

RICHMOND (CHDC), RHA HOUSING CORPORATION, AND MBS EASTER HILL

ACQUISITION PARTNER, LLC, PERTAINING TO THE OPERATION OF THE

EASTER HILL DEVELOPMENT PHASES I AND II, AND COOPERATION

REGARDING POTENTIAL RAD CONVERSIONS FOR THE DEVELOPMENTS, AND

AUTHORIZE THE EXECUTIVE DIRECTOR TO EXECUTE THE MOU
WHEREAS, Richmond Housing Authority (RHA) owns and manages 244 units of rental housing; and
WHEREAS, RHA in September 2019 entered into the current Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and
WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, RHA and McCormack Baron Salazar, as the Development Partner, redeveloped the former Easter Hill site into Richmond Village I, II, and III using funds from a federal Hope VI Revitalization Grant and Low Income Tax Credit Financing; and WHEREAS, on December 4, 2018, the RHA Board of Commissioners directed staff to move forward with repositioning RHA’s public housing developments and other real estate holdings; and
WHEREAS, the 2019 PHARS Agreement and Action Plan with HUD (Tasks 5.1-5.3 and 6.1-6.3), requires the repositioning of Richmond Village I, II, and III as an implementing action to reposition the RHA Public Housing portfolio; and WHEREAS, Richmond Village is composed of three (3) HUD Asset Management Projects (AMP’s) under three ownership phases/structures; Richmond Village Phases I, II and III; and
WHEREAS, entering into a Memorandum of Understanding (MOU) facilitates the repositioning of the Richmond Village properties (I, II, III) by making clear the future operations, partnerships, collaboration, and initial timeframe to apply to HUD for assistance under the Rental Assistance Demonstration (RAD) program.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA that the MOU with a term ending December 31, 2023, by and among the Richmond Housing Authority (RHA), MBA Urban Development Co., a Missouri corporation, Community Housing Corporation of North Richmond (CHDC), RHA Housing Corporation, and MBS Easter Hill Acquisition Partner, LLC, pertaining to the operation of the Easter Hill development phases I and II, and cooperation regarding potential RAD Conversions for the developments and authorizing the executive director to execute the MOU is hereby approved.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to execute the MOU and take all actions necessary to implement this resolution.

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Reso. No. ____

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*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on September 14, 2022, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]
Attest:

Secretary
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____ finally passed and adopted at a Special Housing Authority Meeting held on September 14, 2022. ____________________________________

CLERK OF THE HOUSING AUTHORITY

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20 Year Proforma
Richmond Village I (Easter Hill I) Date:
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Annual 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 I N C O M E Increase Stabilized Year
MARKET RATE RENTS 2.00% $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - SECT. 18 RENTS 2.00% 1,663,500 1,696,770 1,730,705 1,765,320 1,800,626 1,836,638 1,873,371 1,910,839 1,949,055 1,988,036 2,027,797 2,068,353 2,109,720 2,151,915 2,194,953 2,238,852 2,283,629 2,329,302 2,375,888 2,423,405 2,471,873 PBV RENTS 2.00% 1,255,032 1,280,133 1,305,735 1,331,850 1,358,487 1,385,657 1,413,370 1,441,637 1,470,470 1,499,879 1,529,877 1,560,475 1,591,684 1,623,518 1,655,988 1,689,108 1,722,890 1,757,348 1,792,495 1,828,345 1,864,912 RAD RENTS 2.00% 130,140 132,743 135,398 138,106 140,868 143,685 146,559 149,490 152,480 155,529 158,640 161,813 165,049 168,350 171,717 175,151 178,654 182,227 185,872 189,589 193,381 POTENTIAL GROSS INCOME 3,048,672 3,109,645 3,171,838 3,235,275 3,299,981 3,365,980 3,433,300 3,501,966 3,572,005 3,643,445 3,716,314 3,790,640 3,866,453 3,943,782 4,022,658 4,103,111 4,185,173 4,268,877 4,354,254 4,441,339 4,530,166 Less: Vacancy Loss & Gain/Loss to Lease (calc) (76,217) (77,741) (79,296) (80,882) (82,500) (84,150) (85,832) (87,549) (89,300) (91,086) (92,908) (94,766) (96,661) (98,595) (100,566) (102,578) (104,629) (106,722) (108,856) (111,033) (113,254) Miscellaneous Income 2.00% 6,384 6,512 6,642 6,775 6,910 7,048 7,189 7,333 7,480 7,629 7,782 7,938 8,096 8,258 8,424 8,592 8,764 8,939 9,118 9,300 9,486 EFFECTIVE GROSS INCOME 2,978,839 3,038,416 3,099,184 3,161,168 3,224,391 3,288,879 3,354,657 3,421,750 3,490,185 3,559,989 3,631,188 3,703,812 3,777,888 3,853,446 3,930,515 4,009,125 4,089,308 4,171,094 4,254,516 4,339,606 4,426,398

E X P E N S E S

PAYROLL - - - - - - - - - - - - - - - - - - - - -
UTILITIES 3.00% 347,353 357,774 368,507 379,562 390,949 402,677 414,758 427,200 440,016 453,217 466,813 480,818 495,242 510,100 525,403 541,165 557,400 574,122 591,345 609,086 627,358 ADVERTISING & MARKETING 3.00% 2,213 2,279 2,348 2,418 2,491 2,565 2,642 2,722 2,803 2,887 2,974 3,063 3,155 3,250 3,347 3,448 3,551 3,658 3,767 3,881 3,997 ADMINISTRATION AND OTHER PROPERTY OP 3.00% 274,702 282,943 291,431 300,174 309,179 318,455 328,008 337,849 347,984 358,424 369,176 380,252 391,659 403,409 415,511 427,976 440,816 454,040 467,661 481,691 496,142 REDECORATION 3.00% 13,344 13,744 14,157 14,581 15,019 15,469 15,933 16,411 16,904 17,411 17,933 18,471 19,025 19,596 20,184 20,790 21,413 22,056 22,717 23,399 24,101 REPAIRS/MAINTENANCE/SECURITY 3.00% 232,763 239,746 246,938 254,346 261,977 269,836 277,931 286,269 294,857 303,703 312,814 322,198 331,864 341,820 352,075 362,637 373,516 384,722 396,263 408,151 420,396 GROUNDS MAINTENANCE 3.00% 39,964 41,163 42,398 43,670 44,980 46,329 47,719 49,151 50,625 52,144 53,708 55,320 56,979 58,688 60,449 62,263 64,130 66,054 68,036 70,077 72,179 MANAGEMENT FEES 3.00% 181,594 187,042 192,653 198,433 204,386 210,517 216,833 223,338 230,038 236,939 244,047 251,369 258,910 266,677 274,677 282,918 291,405 300,147 309,152 318,426 327,979 TAXES 3.00% 87,509 90,134 92,838 95,623 98,492 101,447 104,490 107,625 110,854 114,179 117,605 121,133 124,767 128,510 132,365 136,336 140,426 144,639 148,978 153,448 158,051 INSURANCE 3.00% 100,313 103,322 106,422 109,615 112,903 116,290 119,779 123,372 127,074 130,886 134,812 138,857 143,022 147,313 151,732 156,284 160,973 165,802 170,776 175,899 181,176 MISCELLANEOUS 3.00% 19,102 19,675 20,265 20,873 21,499 22,144 22,809 23,493 24,198 24,924 25,671 26,442 27,235 28,052 28,893 29,760 30,653 31,573 32,520 33,495 34,500 REPLACEMENT RESERVE 2.00% 86,288 190,944 194,763 198,658 202,631 206,684 210,818 215,034 219,335 223,721 228,196 232,760 237,415 242,163 247,006 251,947 256,985 262,125 267,368 272,715 278,169 TOTAL EXPENSES $11,839 1,385,144 1,528,767 1,572,720 1,617,954 1,664,506 1,712,415 1,761,721 1,812,464 1,864,688 1,918,435 1,973,751 2,030,681 2,089,274 2,149,578 2,211,644 2,275,523 2,341,269 2,408,938 2,478,584 2,550,268 2,624,049 NET OPERATING INCOME 1,593,695 1,509,649 1,526,464 1,543,214 1,559,885 1,576,464 1,592,936 1,609,286 1,625,497 1,641,554 1,657,438 1,673,131 1,688,614 1,703,868 1,718,871 1,733,602 1,748,038 1,762,156 1,775,931 1,789,338 1,802,349 RR Beg Balc 12/31/2020 207,595 244,546 214,097 278,350 342,749 404,904 466,892 534,342 606,025 654,626 729,986 819,546 946,670 1,094,365 1,251,025 1,405,628 1,570,153 1,741,583 1,945,971 2,147,727 2,241,548 Initial Deposit -
Deposits 86,288 190,944 194,763 198,658 202,631 206,684 210,818 215,034 219,335 223,721 228,196 232,760 237,415 242,163 247,006 251,947 256,985 262,125 267,368 272,715 278,169 Withdrawals 2021 PCNA (49,337) (221,393) (130,509) (134,259) (140,477) (144,696) (143,368) (143,351) (170,734) (148,361) (138,635) (105,635) (89,720) (85,503) (92,404) (87,422) (85,555) (57,738) (65,611) (178,894) (467,120) RR End Bal 244,546 214,097 278,350 342,749 404,904 466,892 534,342 606,025 654,626 729,986 819,546 946,670 1,094,365 1,251,025 1,405,628 1,570,153 1,741,583 1,945,971 2,147,727 2,241,548 2,052,598

BASE DEBT SERVICE - - - - - - - - - - - - - - - - - - - - - (Outstanding Principal) - - - - - - - - - - - - - - - - - - - - - BASE DEBT SVC COVERAGE 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% SURPLUS CASH 1,593,695 1,509,649 1,526,464 1,543,214 1,559,885 1,576,464 1,592,936 1,609,286 1,625,497 1,641,554 1,657,438 1,673,131 1,688,614 1,703,868 1,718,871 1,733,602 1,748,038 1,762,156 1,775,931 1,789,338 1,802,349 1 Operating Reserve - New 461,715 461,715 461,715
2 Community Services & Security Fund 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 3 Priority Payment to RHA 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 4 Priority Payment to LP 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Subtotal 926,980 842,935 859,749 1,338,214 1,354,885 1,371,464 1,387,936 1,404,286 1,420,497 1,436,554 1,452,438 1,468,131 1,483,614 1,498,868 1,513,871 1,528,602 1,543,038 1,557,156 1,570,931 1,584,338 1,597,349 5 Repayment of withdrawals from ACC Reserve
during year
Will be NA after
RAD Conversion
Used for Calc Below 392,768 400,623 408,636 416,808 425,144 433,647 442,320 451,167 460,190 469,394 478,782 488,357 498,124 508,087 518,249 528,614 539,186 549,970 560,969 572,188 583,632 Used for Repayment Calc Below 275,000 682,669 614,254 626,504 1,008,050 1,020,137 1,032,124 1,044,001 1,055,754 1,067,369 1,078,834 1,090,133 1,101,251 1,112,173 1,122,881 1,133,360 1,143,590 1,153,553 1,163,230 1,172,600 1,181,642 1,190,334 6 Repayment of Easter Hill Housing Corp.

Subordinate Debt -65% of first $275k increased
2% annually; 80% excess of $275k increased
2% annually
Easter Hill Housing Corp.- 1st 6,896,374 682,669 614,254 626,504 1,008,050 1,020,137 1,032,124 1,044,001 868,635 Redevelopment Agency of City of Richmond -
2nd 1,840,321 187,119 1,067,369 585,833
Bank of the West - 3rd 463,970 463,970
Bank of the West - 4th 670,000 29,031 640,969
RHA - Contingent Rent 449,164 1,101,251 1,112,173 1,122,881 1,133,360 1,143,590 1,153,553 1,163,230 1,172,600 1,181,642 1,190,334 Subtotal 244,311 228,680 233,245 330,164 334,749 339,340 343,935 348,532 353,128 357,720 362,305 366,880 371,442 375,987 380,512 385,012 389,486 393,927 398,332 402,696 407,015

11.1(a)(i)
Payment of any outstanding Excess IP Loan,
then IP Loans and GP Loans (prorata) -
4TH AMENDMENT TO A&R LPA DATED
2/11/2011 - SECTION 1(c) - SA Solar Savings
Pmt
Will be NA after
RAD Conversion - - - - - - - - - - - - - - - - - - - -
Subtotal 244,311 228,680 233,245 330,164 334,749 339,340 343,935 348,532 353,128 357,720 362,305 366,880 371,442 375,987 380,512 385,012 389,486 393,927 398,332 402,696 407,015

11.1(a)(ii)
Until the MGP Asset Management Fees has
been paid in full, 100% to MGP Asset
Management Fee 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000

11.1(a)(iii)
100% to LP Asset Management Fee, including
interest 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Subtotal 214,311 198,680 203,245 300,164 304,749 309,340 313,935 318,532 323,128 327,720 332,305 336,880 341,442 345,987 350,512 355,012 359,486 363,927 368,332 372,696 377,015

11.1(a)(iv)
Operating Deficit Loans (see this section of
Pship Agreement) - - - - - - - - - - - - - - - - - - - - 1 Used for Calc Below 155,851 162,085 168,568 175,311 182,323 189,616 197,201 205,089 213,293 221,824 230,697 239,925 249,522 259,503 269,883 280,679 291,906 303,582 315,725 328,354 341,488

11.1(a)(v)
50% of Remaining - Developer General Partner
(DGP) Asset Management Fee - Max Fee
$93,600 inflated 4% annually per AMF agrmt 93,600 107,156 99,340 101,623 150,082 152,374 154,670 156,968 159,266 161,564 163,860 166,152 168,440 170,721 172,993 175,256 177,506 179,743 181,963 184,166 186,348 188,507 Subtotal 107,156 99,340 101,623 150,082 152,374 154,670 156,968 159,266 161,564 163,860 166,152 168,440 170,721 172,993 175,256 177,506 179,743 181,963 184,166 186,348 188,506

11.1(a)(vi) Pro Rata as a distribution to partners
Dev. GP 0.008% 9 8 8 12 12 12 13 13 13 13 13 13 14 14 14 14 14 15 15 15 15 Managing GP 0.001% 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 LP - CHDC North Richmond 49.996% 53,574 49,666 50,807 75,035 76,181 77,329 78,478 79,627 80,776 81,923 83,070 84,213 85,354 86,490 87,621 88,746 89,864 90,974 92,076 93,167 94,246 LP - MBS Portion 49.995% 53,572 49,665 50,806 75,034 76,180 77,327 78,476 79,625 80,774 81,922 83,068 84,212 85,352 86,488 87,619 88,744 89,862 90,973 92,074 93,165 94,244 Remaining - - - - - - - - - - - - - - - - - - - - -
August 8, 2022
Easter Hill I RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY Page 25 of 780 1 Operating Budget
Richmond Village I (Easter Hill I) Date:

NSF Units Unit % NSF %
MARKET - 0 0.0% 0.0%
Sect. 18 56,967 57 48.7% 52.9%
PBV 40,986 46 39.3% 38.1% Hard Debt?
RAD/ PBV 9,686 14 12.0% 9.0% Easter Hill Housing Corp. Lender TOTAL 107,639 117 100.0% 100.0% $ 6,896,374 Amount 12/31/2019 $ - Annual Payment
REVENUE Annual Monthly Per Unit/Yr Per Unit/Mo 1/1/2064 Maturity Date MARKET $ - $ - - - 0.00% Interest Rate (%)
Sect. 18 1,663,500 138,625 29,184 2,432
PBV 1,255,032 104,586 27,283 2,274
RAD/ PBV 130,140 10,845 9,296 775
TOTAL GROSS POTENTIAL 3,048,672 254,056 26,057 2,171
VACANCY & GAIN/LOSS TO LEASE: 2.5% (76,217) (6,351) (651) (54) OTHER INCOME $ 5 per Unit/Mo 6,384 532 55 5 Redevelopment Agency of the City of Richmond, CA Lender $1,840,321 Amount
NET REVENUES $ 2,978,839 $ 248,237 $ 25,460 $ 2,122 2/1/2069 Maturity Date 2% Interest rate (%)
EXPENSES Annual Monthly Per Unit/Yr Per Unit/Mo

PAYROLL - - - -
UTILITIES $ 347,353 $ 28,946 $ 2,969 $ 247 Bank of the West Lender ADVERTISING & MARKETING 2,213 184 19 2 $463,970 Amount
ADMINISTRATION AND OTHER PROPERTY OPERATIONS 274,702 22,892 2,348 196 1/1/2049 Maturity Date REDECORATION 13,344 1,112 114 10 0% Interest rate (%)
REPAIRS/MAINTENANCE/SECURITY 232,763 19,397 1,989 166
GROUNDS MAINTENANCE 39,964 3,330 342 28
MANAGEMENT FEES 6.10% 181,594 15,133 1,552 129
TAXES 87,509 7,292 748 62
INSURANCE 100,313 8,359 857 71 - Bank of the West Lender MISCELLANEOUS 19,102 1,592 163 14 $670,000 Amount
REPLACEMENT RESERVE 187,200 15,600 1,600 133 1/1/2049 Maturity Date 0% Interest rate (%)
OPERATING EXPENSES $ 1,486,057 $ 123,838 $ 12,701 $ 1,058 NET OPERATING INCOME $ 1,492,782 $ 124,399 $ 12,759 $ 1,063 12/31/2020 End of Tax Cr Compliance
4th Subordinate
3rd Subordinate
August 8, 2022
Current Debt Stack
1st Mortgage
2nd Subordinate
Easter Hill I RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 2

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Detailed Annual Expenses
Richmond Village I (Easter Hill I) Date: August 8, 2022 Units 117
GSF 134,548
Category Detail Per Unit Per GSF% Annual Total Notes
ADMINISTRATION AND OTHER PROPERTY OManager Salaries 280 0.24 32,710 ADMINISTRATION AND OTHER PROPERTY OOffice Salaries 516 0.45 60,375 ADVERTISING & MARKETING Marketing Personnel -
REPAIRS/MAINTENANCE/SECURITY Maintenance 757 0.66 88,517 REPAIRS/MAINTENANCE/SECURITY Housekeeper - - -
ADMINISTRATION AND OTHER PROPERTY OEmployee Benefits 517 0.45 60,529 UTILITIES Electricity 199 0.17 23,235
UTILITIES Water 1,369 1.19 160,221
UTILITIES Sewer 27 0.02 3,128
UTILITIES Gas 536 0.47 62,680
UTILITIES Trash Removal 838 0.73 98,089
ADVERTISING & MARKETING Advertising 19 0.02 2,213
ADMINISTRATION AND OTHER PROPERTY OEmployee Apartment 226 0.20 26,386 ADMINISTRATION AND OTHER PROPERTY OComputer Costs 44 0.04 5,093 ADMINISTRATION AND OTHER PROPERTY OOffice Supplies 58 0.05 6,798 ADMINISTRATION AND OTHER PROPERTY OTelephone 114 0.10 13,364 ADMINISTRATION AND OTHER PROPERTY OCredit Investigation - -
-
ADMINISTRATION AND OTHER PROPERTY OEmployee Education 16 0.01 1,895 ADMINISTRATION AND OTHER PROPERTY OEviction/Legal 148 0.13 17,329 ADMINISTRATION AND OTHER PROPERTY OLicenses/Meetings/Dues - - - ADMINISTRATION AND OTHER PROPERTY OPostage/Express Mail/ Fax 1 0.00 164 ADMINISTRATION AND OTHER PROPERTY OAuto & Travel 17 0.01 2,000 ADMINISTRATION AND OTHER PROPERTY OCommunity Services - - - ADMINISTRATION AND OTHER PROPERTY ORent Expense - Equipment - - - ADMINISTRATION AND OTHER PROPERTY OBad Debt 256 0.22 30,000 ADMINISTRATION AND OTHER PROPERTY OConsulting - - -
ADMINISTRATION AND OTHER PROPERTY OProfessional Audit Expenses 128 0.11 15,000 ADMINISTRATION AND OTHER PROPERTY OAccounting Services - - - ADMINISTRATION AND OTHER PROPERTY OComputer Services - - - ADMINISTRATION AND OTHER PROPERTY OOther Admin 26 0.02 3,059 ADMINISTRATION AND OTHER PROPERTY OOther Renting Exp - - - REDECORATION Carpet Installation / Repairs - - -
REDECORATION Cleaning/Painting/ Decorating 109 0.09 12,744 REDECORATION Appliances 5 0.00 600
REPAIRS/MAINTENANCE/SECURITY Supplies 133 0.12 15,526
REPAIRS/MAINTENANCE/SECURITY Janitorial Supplies/ Contract 257 0.22 30,052 REPAIRS/MAINTENANCE/SECURITY General repairs/maint Contracts 563 0.49 65,860 REPAIRS/MAINTENANCE/SECURITY Snow Removal - - -
REPAIRS/MAINTENANCE/SECURITY Pest Control 52 0.05 6,117 REPAIRS/MAINTENANCE/SECURITY HVAC Maintenance - - -
REPAIRS/MAINTENANCE/SECURITY Security 140 0.12 16,388
REPAIRS/MAINTENANCE/SECURITY Pool 86 0.08 10,112
REPAIRS/MAINTENANCE/SECURITY Misc. Maintenance 2 0.00 191 GROUNDS MAINTENANCE Grounds Contract 342 0.30 39,964
GROUNDS MAINTENANCE Grounds Supplies - - -
MANAGEMENT FEES Management Fee 1,552 1.35 181,594
TAXES Real Estate Taxes 748 0.65 87,509
CA Welfare Exemption - So long as we
maintain a non-profit managing GP, the welfare
exemption is retained for families below 80% of
AMI. - Increased to agree to 2020 expense
INSURANCE Property Casualty Insurance 857 0.75 100,313
MISCELLANEOUS Misc. 163 0.14 19,102
REPLACEMENT RESERVE Replacement Reserve 1,600 1.39 187,200

MISCELLANEOUS - -

MISCELLANEOUS

MISCELLANEOUS - -

MISCELLANEOUS
Total Total 12,701 11.04 $1,486,057
Easter Hill I RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY3

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Rent Calculation
Richmond Village I (Easter Hill I) Date:

Rent Calc: Mkt Actual Net Rent/ Comp Rents %
# of Units Unit Type Fam Sz Rent SF Net SF per Mkt Study Variance 0 1W 1.5 65450% - 0% 0%
0 1R 1.5 62400% - 0% 0%
0 2W 3 81900% - 0% 0%
0 2R 3 84900% - 0% 0%
0 3W 4.5 90400% - 0% 0%
0 3R 4.5 108717% - 0% 0%
0 4R 6 125800% - 0% 0%
0 3L 4.5 0% - 0% 0%
0 3O 4.5 0% - 0% 0%
0 3E 4.5 0% - 0% 0%
0 Total $ - 0% $ - 0%
Rent Calc: PBV Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio Utility Allowances 4 1W 1.5 - 1,700 0% - 0% 0 BR
2 1R 1.5 - 1,700 0% - 0% 1 BR
5 2W 3 - 2,261 0% - 0% 2 BR
21 2R 3 - 2,261 0% - 0% 3 BR
2 3W 4.5 - 2,500 0% - 0% 4 BR
10 3R 4.5 - 2,500 0% - 0% 5 BR
2 4R 6 - 2,800 0% - 0% 6 BR
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
46 Total $ - $ 104,586 0% $ - 0%
Rent Calc: Tax Credit Gross Utility Maximum Actual % of Market Actual to Updated: DATE # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio High
HOME Low HOME
0 1W 1.5 - 0% 1,700 0% 0 BR
0 1R 1.5 - 0% 1,700 0% 1 BR
0 2W 3 - 0% 2,261 0% 2 BR
0 2R 3 - 0% 2,261 0% 3 BR
0 3W 4.5 - 0% 2,500 0% 4 BR
0 3R 4.5 - 0% 2,500 0% 5 BR
0 4R 6 - 0% 2,800 0% 6 BR
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
0 Total $ - 0% $ - 0%
Rent Calc: 50% Gross Utility Maximum Actual % of Market Actual to Updated: DATE # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio FMR PBV/PBRA RAD 0 1W 1.5 #VALUE! #VALUE! 0 #VALUE! - 0% 0 BR
0 1R 1.5 #VALUE! #VALUE! 0 #VALUE! - 0% 1 BR
0 2W 3 #VALUE! #VALUE! #VALUE! - 0% 2 BR
0 2R 3 #VALUE! #VALUE! #VALUE! - 0% 3 BR
0 3W 4.5 #VALUE! #VALUE! #VALUE! - 0% 4 BR
0 3R 4.5 #VALUE! #VALUE! #VALUE! - 0% 5 BR
0 4R 6 #VALUE! #VALUE! #VALUE! - 0% 6 BR
0 3L 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3O 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3E 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 Total #VALUE! $ - 0% $ - 0%
Rent Calc: Sect. 18/ FMR Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio 0 1W 1.5 #VALUE! #VALUE! 1,700 #VALUE! - 0%
0 1R 1.5 #VALUE! #VALUE! 1,700 #VALUE! - 0%
2 2W 3 #VALUE! #VALUE! 2,261 #VALUE! - 0%
23 2R 3 #VALUE! #VALUE! 2,261 #VALUE! - 0%
1 3W 4.5 #VALUE! #VALUE! 2,500 #VALUE! - 0%
24 3R 4.5 #VALUE! #VALUE! 2,500 #VALUE! - 0%
7 4R 6 #VALUE! #VALUE! 2,800 #VALUE! - 0%
0 3L 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3O 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3E 4.5 #VALUE! #VALUE! #VALUE! - 0%
57 Total #VALUE! $ 138,625 #VALUE! $ - 0%
103
Rent Calc: RAD Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio 10 1W 1.5 738 0% - 0%
1 1R 1.5 738 0% - 0%
1 2W 3 909 0% - 0%
2 2R 3 909 0% - 0%
0 3W 4.5 1219 0% - 0%
0 3R 4.5 1219 0% - 0%
0 4R 6 1474 0% - 0%
0 3L 4.5 0% - 0%
0 3O 4.5 0% - 0%
0 3E 4.5 0% - 0%
14 Total $ - $ 10,845 0% $ - 0%
117
Total Rent as Calculated Here: $ - Total/Per Unit Imputed Market Rents on LIHTC Units $ - $ - Total Rent as Required by Operating Expenses $ 10,845 Total/Per Unit Market Rents $ - $ - August 8, 2022
Note: Using 2020 RAD rents
Easter Hill I RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 4

Page 28 of 780 ends

Unit and Rent Mix
Richmond Village I (Easter Hill I) Date:

Percentage
BR Type Code NSF GSF Mkt PBV Tax Credit 50% Sect. 18/ FMR RAD TOTAL Of Project 1 Walkup 1W 655 818 4 10 14 11.97%
1 Row House 1R 624 780 2 1 3 2.56%
2 Walkup 2W 819 1024 5 2 1 8 6.84% RAD Sect. 18
2 Row House 2R 849 1061 21 23 2 46 39.32% 14 57
3 Walkup 3W 904 1130 2 1 0 3 2.56%
3 Row House 3R 1087 1359 10 24 0 34 29.06%
4 Row House 4R 1258 1573 2 7 0 9 7.69%
3 Live/Work 3L 0 0 0.00%
3 Other1 3O 0 0 0.00%
3 Elevator 3E 0 0 0.00%
Total 0 46 0 0 57 14 117 100.00%
NSF - 40,986 - - 56,967 9,686 107,639
GSF - 51,232 - - 71,209 12,108 134,548

MONTHLY
Code Total Units Mkt PBV Tax Credi 50% ect. 18/ FM RAD Net Gross Mkt PBV Tax Credit 50% Sect. 18/ FMR RAD TOTAL 1W 14 0 4 0 0 0 10 655 818 0 1700 0 0 1700 738 14,180
1R 3 0 2 0 0 0 1 624 780 0 1700 0 0 1700 738 4,138
2W 8 0 5 0 0 2 1 819 1,024 0 2261 0 0 2261 909 16,736
2R 46 0 21 0 0 23 2 849 1,061 0 2261 0 0 2261 909 101,302 3W 3 0 2 0 0 1 0 904 1,130 0 2500 0 0 2500 1219 7,500
3R 34 0 10 0 0 24 0 1,087 1,359 0 2500 0 0 2500 1219 85,000 4R 9 0 2 0 0 7 0 1,258 1,573 0 2800 0 0 2800 1474 25,200 3L 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3O 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3E 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
Total 117 0 46 0 0 57 14 Monthly Total: $ - $ 104,586 $ - $ - $ 138,625 $ 10,845 $ 254,056 Annual Total: $ 3,048,672
775
August 8, 2022
Unit Mix
Rent Mix
Units Sq Foot Unit Rents
Easter Hill I RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 5

Page 29 of 780 ends

20 Year Proforma - AMP 08 & 09 Combined
Richmond Village II (Easter Hill II) Date:
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Annual 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 I N C O M E Increase Stabilized Year
MARKET RATE RENTS 2.00% $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - SECT. 18 RENTS 2.00% $ 1,356,000 1,383,120 1,410,782 1,438,998 1,467,778 1,497,134 1,527,076 1,557,618 1,588,770 1,620,546 1,652,956 1,686,016 1,719,736 1,754,131 1,789,213 1,824,997 1,861,497 1,898,727 1,936,702 1,975,436 2,014,945 PBV RENTS 2.00% $ 598,800 610,776 622,992 635,451 648,160 661,124 674,346 687,833 701,590 715,621 729,934 744,533 759,423 774,612 790,104 805,906 822,024 838,465 855,234 872,339 889,785 RAD RENTS 2.00% $ 532,212 542,856 553,713 564,788 576,083 587,605 599,357 611,344 623,571 636,043 648,763 661,739 674,974 688,473 702,242 716,287 730,613 745,225 760,130 775,332 790,839 POTENTIAL GROSS INCOME 2,487,012 2,536,752 2,587,487 2,639,237 2,692,022 2,745,862 2,800,779 2,856,795 2,913,931 2,972,210 3,031,654 3,092,287 3,154,133 3,217,215 3,281,560 3,347,191 3,414,135 3,482,417 3,552,066 3,623,107 3,695,569 Less: Vacancy Loss & Gain/Loss to Lease (calc) (62,175) (63,419) (64,687) (65,981) (67,301) (68,647) (70,019) (71,420) (72,848) (74,305) (75,791) (77,307) (78,853) (80,430) (82,039) (83,680) (85,353) (87,060) (88,802) (90,578) (92,389) Miscellaneous Income 2.00% 8,757 8,932 9,111 9,293 9,479 9,668 9,862 10,059 10,260 10,465 10,675 10,888 11,106 11,328 11,555 11,786 12,021 12,262 12,507 12,757 13,012 EFFECTIVE GROSS INCOME 2,433,594 2,482,266 2,531,911 2,582,549 2,634,200 2,686,884 2,740,622 2,795,434 2,851,343 2,908,370 2,966,537 3,025,868 3,086,385 3,148,113 3,211,075 3,275,297 3,340,803 3,407,619 3,475,771 3,545,286 3,616,192

E X P E N S E S

PAYROLL - - - - - - - - - - - - - - - - - - - - -
UTILITIES 3.00% 294,083 302,905 311,993 321,352 330,993 340,923 351,150 361,685 372,536 383,712 395,223 407,080 419,292 431,871 444,827 458,172 471,917 486,074 500,657 515,676 531,147 ADVERTISING & MARKETING 3.00% 2,097 2,160 2,225 2,291 2,360 2,431 2,504 2,579 2,656 2,736 2,818 2,903 2,990 3,080 3,172 3,267 3,365 3,466 3,570 3,677 3,787 ADMINISTRATION AND OTHER PROPERTY OP 3.00% 256,116 263,799 271,713 279,865 288,261 296,909 305,816 314,990 324,440 334,173 344,198 354,524 365,160 376,115 387,398 399,020 410,991 423,321 436,020 449,101 462,574 REDECORATION 3.00% 17,350 17,871 18,407 18,959 19,528 20,113 20,717 21,338 21,978 22,638 23,317 24,016 24,737 25,479 26,243 27,031 27,842 28,677 29,537 30,423 31,336 REPAIRS/MAINTENANCE/SECURITY 3.00% 240,517 247,732 255,164 262,819 270,704 278,825 287,190 295,806 304,680 313,820 323,235 332,932 342,920 353,207 363,803 374,718 385,959 397,538 409,464 421,748 434,400 GROUNDS MAINTENANCE 3.00% 34,312 35,341 36,402 37,494 38,618 39,777 40,970 42,199 43,465 44,769 46,112 47,496 48,921 50,388 51,900 53,457 55,061 56,713 58,414 60,166 61,971 MANAGEMENT FEES 3.00% 182,070 187,532 193,158 198,953 204,921 211,069 217,401 223,923 230,641 237,560 244,687 252,027 259,588 267,376 275,397 283,659 292,169 300,934 309,962 319,261 328,839 TAXES 3.00% 86,764 89,367 92,048 94,809 97,654 100,583 103,601 106,709 109,910 113,207 116,604 120,102 123,705 127,416 131,238 135,175 139,231 143,408 147,710 152,141 156,705 INSURANCE 3.00% 101,038 104,069 107,191 110,407 113,719 117,131 120,644 124,264 127,992 131,831 135,786 139,860 144,056 148,377 152,829 157,414 162,136 167,000 172,010 177,170 182,486 MISCELLANEOUS 3.00% 19,853 20,449 21,062 21,694 22,345 23,015 23,706 24,417 25,149 25,904 26,681 27,481 28,306 29,155 30,029 30,930 31,858 32,814 33,798 34,812 35,857 REPLACEMENT RESERVE 2.00% 89,238 197,472 201,421 205,450 209,559 213,750 218,025 222,386 226,833 231,370 235,997 240,717 245,532 250,442 255,451 260,560 265,771 271,087 276,508 282,039 287,679 TOTAL EXPENSES $15,570 1,323,437 1,468,698 1,510,784 1,554,093 1,598,662 1,644,526 1,691,724 1,740,296 1,790,281 1,841,721 1,894,659 1,949,138 2,005,205 2,062,906 2,122,289 2,183,403 2,246,300 2,311,031 2,377,651 2,446,215 2,516,782 NET OPERATING INCOME 1,110,156 1,013,568 1,021,127 1,028,456 1,035,538 1,042,358 1,048,898 1,055,139 1,061,062 1,066,649 1,071,878 1,076,729 1,081,180 1,085,207 1,088,786 1,091,893 1,094,503 1,096,588 1,098,120 1,099,071 1,099,411 RR Beg Balc 12/31/2020 197,215 235,316 178,779 238,694 302,037 371,479 433,864 502,566 593,151 675,259 837,485 1,002,911 1,179,150 1,369,298 1,574,444 1,747,035 1,770,738 1,878,179 2,021,579 2,127,723 2,121,254 Initial Deposit -
Deposits 89,238 197,472 201,421 205,450 209,559 213,750 218,025 222,386 226,833 231,370 235,997 240,717 245,532 250,442 255,451 260,560 265,771 271,087 276,508 282,039 287,679 Withdrawls 2021 PCNA (51,137) (254,008) (141,507) (142,107) (140,117) (151,364) (149,323) (131,801) (144,725) (69,144) (70,572) (64,478) (55,384) (45,295) (82,861) (236,857) (158,330) (127,686) (170,364) (288,509) (769,525) RR End Bal 235,316 178,779 238,694 302,037 371,479 433,864 502,566 593,151 675,259 837,485 1,002,911 1,179,150 1,369,298 1,574,444 1,747,035 1,770,738 1,878,179 2,021,579 2,127,723 2,121,254 1,639,409 BASE DEBT SERVICE $2,075,369 - - - - - - - - - - - - - - - - - - - - - (Outstanding Principal) - - - - - - - - - - - - - - - - - - - - - BASE DEBT SVC COVERAGE 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% SURPLUS CASH 1,110,156 1,013,568 1,021,127 1,028,456 1,035,538 1,042,358 1,048,898 1,055,139 1,061,062 1,066,649 1,071,878 1,076,729 1,081,180 1,085,207 1,088,786 1,091,893 1,094,503 1,096,588 1,098,120 1,099,071 1,099,411 1 Operating Reserve - New 441,146 441,146 441,146
2 Community Services & Security Fund 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 3 Priority Payment to RHA 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 Building Rent Payment - $6,250 Annually for 24
yrs 112,500 112,500 6,250 6,250 6,250 6,250 6,250 6,250 4 Priority Payment to LP 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Subtotal 351,511 361,172 368,731 817,206 824,288 831,108 837,648 850,139 856,062 861,649 866,878 871,729 876,180 880,207 883,786 886,893 889,503 891,588 893,120 894,071 894,411 5 Repayment of withdrawals from ACC Reserve
during year
Will be NA after
RAD Conversion
Used for Calc Below 392,768 400,623 408,636 416,808 425,144 433,647 442,320 451,167 460,190 469,394 478,782 488,357 498,124 508,087 518,249 528,614 539,186 549,970 560,969 572,188 583,632 Used for Repayment Calc Below 275,000 228,482 234,762 239,675 591,243 595,659 599,839 603,770 612,436 615,821 618,910 621,686 624,130 626,225 627,952 629,292 630,223 630,724 630,775 630,351 629,429 627,984 6 Repayment of HACR Subordinate Debt -65% of
first $275k increased 2% annually; 80% excess of
$275k increased 2% annually
Housing Auth. of Richmond - 1st 2,075,369 228,482 234,762 239,675 591,243 595,659 185,548 Easter Hill Housing Corp. - 2nd 1,250,000 414,292 603,770 231,938 Redev. Agency of City of Richmond - 3rd 1,696,000 380,498 615,821 699,681 RHA - 4th 1,000,000 (80,771) 621,686 459,085
RHA - Contingent Rent 165,045 626,225 627,952 629,292 630,223 630,724 630,775 630,351 629,429 627,984 Subtotal 123,029 126,410 129,056 225,962 228,629 231,269 233,878 237,703 240,241 242,739 245,193 247,599 249,955 252,254 254,495 256,671 258,778 260,813 262,769 264,642 266,427

11.1(a)(i)
Payment of any outstanding Excess IP Loan,
then IP Loans and GP Loans (prorata) -
4TH AMENDMENT TO A&R LPA DATED
2/11/2011 - SECTION 1(c) - SA Solar Savings
Pmt
Will be NA after
RAD Conversion - - - - - - - - - - - - - - - - - - - -
Subtotal 123,029 126,410 129,056 225,962 228,629 231,269 233,878 237,703 240,241 242,739 245,193 247,599 249,955 252,254 254,495 256,671 258,778 260,813 262,769 264,642 266,427

11.1(a)(ii)
Until the MGP Asset Management Fees has been
paid in full, 100% to MGP Asset Management
Fee 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000

11.1(a)(iii)
100% to LP Asset Management Fee, including
interest 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Subtotal 93,029 96,410 99,056 195,962 198,629 201,269 203,878 207,703 210,241 212,739 215,193 217,599 219,955 222,254 224,495 226,671 228,778 230,813 232,769 234,642 236,427

11.1(a)(iv)
Operating Deficit Loans (see this section of Pship
Agreement) - - - - - - - - - - - - - - - - - - - - 1
Used for Calc Below 155,851 162,085 168,568 175,311 182,323 189,616 197,201 205,089 213,293 221,824 230,697 239,925 249,522 259,503 269,883 280,679 291,906 303,582 315,725 328,354 341,488

11.1(a)(v)
50% of Remaining - Developer General Partner
(DGP) Asset Management Fee - Max Fee
$93,600 inflated 4% annually per AMF agrmt 93,600 46,514 48,205 49,528 97,981 99,315 100,634 101,939 103,851 105,120 106,369 107,596 108,800 109,977 111,127 112,247 113,335 114,389 115,406 116,385 117,321 118,213 Subtotal 46,514 48,205 49,528 97,981 99,315 100,634 101,939 103,851 105,120 106,369 107,596 108,800 109,977 111,127 112,247 113,335 114,389 115,406 116,385 117,321 118,212

11.1(a)(vi) Pro Rata as a distribution to partners
Dev. GP 0.008% 4 4 4 8 8 8 8 8 8 9 9 9 9 9 9 9 9 9 9 9 9 Managing GP 0.001% 0 0 0 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 LP - CHDC North Richmond 49.996% 23,255 24,101 24,762 48,987 49,653 50,313 50,965 51,922 52,556 53,180 53,794 54,396 54,984 55,559 56,119 56,663 57,190 57,699 58,188 58,656 59,102 LP - MBS Portion 49.995% 23,255 24,100 24,761 48,986 49,652 50,312 50,964 51,920 52,555 53,179 53,793 54,394 54,983 55,558 56,118 56,662 57,189 57,697 58,187 58,655 59,100 Remaining - - - - - - - - - - - - - - - - - - - - -
August 8, 2022
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 1

Page 30 of 780 ends

20 Year Proforma - AMP 08
Richmond Village II (Easter Hill II) Date:
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Annual 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 I N C O M E Increase Stabilized Year
MARKET RATE RENTS 2.00% $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - SECT. 18 RENTS 2.00% 1,356,000 1,383,120 1,410,782 1,438,998 1,467,778 1,497,134 1,527,076 1,557,618 1,588,770 1,620,546 1,652,956 1,686,016 1,719,736 1,754,131 1,789,213 1,824,997 1,861,497 1,898,727 1,936,702 1,975,436 2,014,945 PBV RENTS 2.00% 598,800 610,776 622,992 635,451 648,160 661,124 674,346 687,833 701,590 715,621 729,934 744,533 759,423 774,612 790,104 805,906 822,024 838,465 855,234 872,339 889,785 RAD RENTS 2.00% 102,612 104,664 106,758 108,893 111,071 113,292 115,558 117,869 120,226 122,631 125,083 127,585 130,137 132,740 135,394 138,102 140,864 143,682 146,555 149,486 152,476 POTENTIAL GROSS INCOME 2,057,412 2,098,560 2,140,531 2,183,342 2,227,009 2,271,549 2,316,980 2,363,320 2,410,586 2,458,798 2,507,974 2,558,133 2,609,296 2,661,482 2,714,711 2,769,006 2,824,386 2,880,873 2,938,491 2,997,261 3,057,206 Less: Vacancy Loss & Gain/Loss to Lease (calc) (51,435) (52,464) (53,513) (54,584) (55,675) (56,789) (57,925) (59,083) (60,265) (61,470) (62,699) (63,953) (65,232) (66,537) (67,868) (69,225) (70,610) (72,022) (73,462) (74,932) (76,430) Miscellaneous Income 2.00% 6,152 6,275 6,400 6,528 6,659 6,792 6,928 7,066 7,208 7,352 7,499 7,649 7,802 7,958 8,117 8,279 8,445 8,614 8,786 8,962 9,141 EFFECTIVE GROSS INCOME 2,012,128 2,052,371 2,093,418 2,135,287 2,177,992 2,221,552 2,265,983 2,311,303 2,357,529 2,404,680 2,452,773 2,501,829 2,551,865 2,602,903 2,654,961 2,708,060 2,762,221 2,817,465 2,873,815 2,931,291 2,989,917

E X P E N S E S

PAYROLL - - - - - - - - - - - - - - - - - - - - -
UTILITIES 3.00% 206,587 212,785 219,168 225,743 232,516 239,491 246,676 254,076 261,699 269,549 277,636 285,965 294,544 303,380 312,482 321,856 331,512 341,457 351,701 362,252 373,120 ADVERTISING & MARKETING 3.00% 1,473 1,517 1,563 1,610 1,658 1,708 1,759 1,812 1,866 1,922 1,980 2,039 2,100 2,163 2,228 2,295 2,364 2,435 2,508 2,583 2,661 ADMINISTRATION AND OTHER PROPERTY OPERATIONS 3.00% 179,916 185,314 190,873 196,599 202,497 208,572 214,829 221,274 227,912 234,750 241,792 249,046 256,517 264,213 272,139 280,304 288,713 297,374 306,295 315,484 324,949 REDECORATION 3.00% 12,188 12,554 12,930 13,318 13,718 14,129 14,553 14,990 15,439 15,903 16,380 16,871 17,377 17,899 18,435 18,989 19,558 20,145 20,749 21,372 22,013 REPAIRS/MAINTENANCE/SECURITY 3.00% 168,958 174,027 179,248 184,625 190,164 195,869 201,745 207,797 214,031 220,452 227,066 233,878 240,894 248,121 255,564 263,231 271,128 279,262 287,640 296,269 305,157 GROUNDS MAINTENANCE 3.00% 24,103 24,827 25,571 26,339 27,129 27,943 28,781 29,644 30,534 31,450 32,393 33,365 34,366 35,397 36,459 37,552 38,679 39,839 41,035 42,266 43,534 MANAGEMENT FEES 3.00% 127,900 131,737 135,690 139,760 143,953 148,272 152,720 157,301 162,020 166,881 171,887 177,044 182,355 187,826 193,461 199,265 205,243 211,400 217,742 224,274 231,002 TAXES 3.00% 60,950 62,778 64,662 66,602 68,600 70,658 72,777 74,961 77,210 79,526 81,912 84,369 86,900 89,507 92,192 94,958 97,807 100,741 103,763 106,876 110,082 INSURANCE 3.00% 70,977 73,106 75,300 77,558 79,885 82,282 84,750 87,293 89,912 92,609 95,387 98,249 101,196 104,232 107,359 110,580 113,897 117,314 120,834 124,459 128,192 MISCELLANEOUS 3.00% 13,946 14,365 14,796 15,240 15,697 16,168 16,653 17,152 17,667 18,197 18,743 19,305 19,884 20,481 21,095 21,728 22,380 23,051 23,743 24,455 25,189 REPLACEMENT RESERVE 2.00% 62,688 138,720 141,494 144,324 147,211 150,155 153,158 156,221 159,346 162,533 165,783 169,099 172,481 175,931 179,449 183,038 186,699 190,433 194,241 198,126 202,089 TOTAL EXPENSES $10,937 929,687 1,031,730 1,061,295 1,091,718 1,123,027 1,155,245 1,188,401 1,222,522 1,257,635 1,293,771 1,330,959 1,369,229 1,408,615 1,449,149 1,490,864 1,533,796 1,577,979 1,623,452 1,670,251 1,718,416 1,767,987 NET OPERATING INCOME 1,082,441 1,020,641 1,032,124 1,043,568 1,054,966 1,066,307 1,077,582 1,088,781 1,099,894 1,110,909 1,121,815 1,132,599 1,143,250 1,153,753 1,164,096 1,174,264 1,184,242 1,194,014 1,203,564 1,212,875 1,221,930 RR Beg Balc 138,539 165,304 128,841 173,427 220,243 262,869 306,041 345,358 398,415 448,644 567,406 689,373 816,276 959,488 1,109,388 1,222,251 1,303,547 1,382,150 1,489,531 1,583,227 1,558,509 Initial Deposit
Deposits 62,688 138,720 141,494 144,324 147,211 150,155 153,158 156,221 159,346 162,533 165,783 169,099 172,481 175,931 179,449 183,038 186,699 190,433 194,241 198,126 202,089 Withdrawls 2021 PCNA (35,923) (175,183) (96,908) (97,508) (104,586) (106,982) (113,841) (103,164) (109,117) (43,770) (43,816) (42,196) (29,269) (26,030) (66,586) (101,742) (108,096) (83,051) (100,546) (222,845) (572,587) RR End Bal 165,304 128,841 173,427 220,243 262,869 306,041 345,358 398,415 448,644 567,406 689,373 816,276 959,488 1,109,388 1,222,251 1,303,547 1,382,150 1,489,531 1,583,227 1,558,509 1,188,011 BASE DEBT SERVICE $2,075,369 - - - - - - - - - - - - - - - - - - - - - (Outstanding Principal) - - - - - - - - - - - - - - - - - - - - - BASE DEBT SVC COVERAGE 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% SURPLUS CASH 1,082,441 1,020,641 1,032,124 1,043,568 1,054,966 1,066,307 1,077,582 1,088,781 1,099,894 1,110,909 1,121,815 1,132,599 1,143,250 1,153,753 1,164,096 1,174,264 1,184,242 1,194,014 1,203,564 1,212,875 1,221,930 1 Operating Reserve - New 431,907 441,146 441,146 - - - - - - - - - - - - - - - - - - 2 Community Services & Security Fund 156,523 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 1 Priority Payment to RHA 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 Building Rent Payment - $6,250 Annually for 24
yrs 6,250 112,500 6,250 6,250 6,250 6,250 6,250 - - - - - - - - - - - - - - 4 Priority Payment to LP 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Subtotal 513,033 548,243 559,725 1,012,314 1,023,711 1,035,051 1,046,325 1,063,773 1,074,885 1,085,899 1,096,804 1,107,587 1,118,237 1,128,739 1,139,081 1,149,248 1,159,225 1,168,996 1,178,545 1,187,855 1,196,909 5 Repayment of withdrawals from ACC Reserve
during year
Will be NA after
RAD Conversion
6 Repayment of HACR Subordinate Debt -65% of
first $275k increased 2% annually; 80% excess
of $275k increased 2% annually 234,762 228,482 239,675 591,243 595,659 599,839 603,770 612,436 615,821 618,910 621,686 624,130 626,225 627,952 629,292 630,223 630,724 630,775 630,351 629,429 627,984 Subtotal 284,551 313,481 320,050 421,071 428,052 435,211 442,555 451,337 459,064 466,989 475,118 483,457 492,012 500,787 509,790 519,025 528,500 538,221 548,194 558,427 568,925

11.1(a)(i)
Payment of any outstanding Excess IP Loan,
then IP Loans and GP Loans (prorata) -
4TH AMENDMENT TO A&R LPA DATED
2/11/2011 - SECTION 1(c) - SA Solar Savings
Pmt
Will be NA after
RAD Conversion - - - - - - - - - - - - - - - - - - - - - Subtotal 284,551 313,481 320,050 421,071 428,052 435,211 442,555 451,337 459,064 466,989 475,118 483,457 492,012 500,787 509,790 519,025 528,500 538,221 548,194 558,427 568,925

11.1(a)(iii)
100% to LP Asset Management Fee, including
interest 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Subtotal 254,551 283,481 290,050 391,071 398,052 405,211 412,555 421,337 429,064 436,989 445,118 453,457 462,012 470,787 479,790 489,025 498,500 508,221 518,194 528,427 538,925

11.1(a)(iv)
Operating Deficit Loans (see this section of
Pship Agreement) - - - - - - - - - - - - - - - - - - - - 1

11.1(a)(v)
50% of Remaining - Developer General Partner
(DGP) Asset Management Fee - Max Fee
$93,600 inflated 4% annually per AMF agrmt 48,205 46,514 49,528 97,981 99,315 100,634 101,939 103,851 105,120 106,369 107,596 108,800 109,977 111,127 112,247 113,335 114,389 115,406 116,385 117,321 118,213 Subtotal 208,036 235,276 240,522 293,090 298,737 304,577 310,616 317,486 323,943 330,619 337,522 344,657 352,034 359,660 367,542 375,690 384,111 392,815 401,810 411,105 420,711

11.1(a)(vi) Pro Rata as a distribution to partners
Dev. GP 0.008% 17 19 19 23 24 24 25 25 26 26 27 28 28 29 29 30 31 31 32 33 34 Managing GP 0.001% 2 2 2 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 LP - CHDC North Richmond 49.996% 104,010 117,629 120,251 146,533 149,356 152,276 155,296 158,730 161,959 165,296 168,747 172,315 176,003 179,816 183,757 187,830 192,040 196,392 200,889 205,536 210,338 LP 49.995% 104,008 117,626 120,249 146,530 149,353 152,273 155,293 158,727 161,955 165,293 168,744 172,312 176,000 179,812 183,753 187,826 192,036 196,388 200,885 205,532 210,334 Remaining - - - - - - - - - - - - - - - - - - - - -
August 8, 2022
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 1

Page 31 of 780 ends

Operating Budget - AMP 08
Richmond Village II (Easter Hill II) Date:

70.247934%
NSF Units Unit % NSF %
MARKET - 0 0.0% 0.0%
Sect. 18 50,602 50 58.8% 62.5%
PBV 21,886 23 27.1% 27.0% Hard Debt?
RAD/ PBV 8,515 12 14.1% 10.5% Housing Authority of the City of Richmond Lender TOTAL 81,003 85 100.0% 100.0% $ 2,075,369 Amount 12/31/2019 $ - Annual Payment
REVENUE Annual Monthly Per Unit/Yr Per Unit/Mo 11/1/2049 Maturity Date MARKET $ - $ - - - 4.70% Interest Rate (%)
Sect. 18 1,356,000 113,000 27,120 2,260
PBV 598,800 49,900 26,035 2,170
RAD/ PBV 102,612 8,551 8,551 713
TOTAL GROSS POTENTIAL 2,057,412 171,451 24,205 2,017
VACANCY & GAIN/LOSS TO LEASE 2.5% (51,435) (4,286) (605) (50) OTHER INCOME $ 6 per Unit/Mo 6,152 513 72 6 Easter Hill Housing Corp. Lender $1,250,000 Amount
NET REVENUES $ 2,012,128 $ 167,677 $ 23,672 $ 1,973 1/1/2051 Maturity Date 0% Interest rate (%)
EXPENSES Annual Monthly Per Unit/Yr Per Unit/Mo

PAYROLL - - - -
UTILITIES $ 206,587 $ 17,216 $ 2,430 $ 203 Redevelopment Agency of the city of Richmond , CA Lender ADVERTISING & MARKETING 1,473 123 17 1 $1,696,000 Amount ADMINISTRATION AND OTHER PROPERTY OPERATIONS 179,916 14,993 2,117 176 11/1/2052 Maturity Date REDECORATION 12,188 1,016 143 12 2% Interest rate (%)
REPAIRS/MAINTENANCE/SECURITY 168,958 14,080 1,988 166
GROUNDS MAINTENANCE 24,103 2,009 284 24
MANAGEMENT FEES 6.36% 127,900 10,658 1,505 125
TAXES 60,950 5,079 717 60
INSURANCE 70,977 5,915 835 70 - RHA Housing Corp. Lender MISCELLANEOUS 13,946 1,162 164 14 $1,000,000 Amount
REPLACEMENT RESERVE 136,000 11,333 1,600 133 5/31/2052 Maturity Date 0% Interest rate (%)
OPERATING EXPENSES $ 1,003,000 $ 83,583 $ 11,800 $ 983
NET OPERATING INCOME $ 1,009,128 $ 84,094 $ 11,872 $ 989 12/31/2021 End of Tax Cr Compliance
4th Subordinate
3rd Subordinate
August 8, 2022
Current Debt Stack
1st Mortgage
2nd Subordinate
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 3

Page 32 of 780 ends

Detailed Annual Expenses - AMP 08
Richmond Village II (Easter Hill II) Date: August 8, 2022 Units 85
GSF 101,254
Category Detail Per Unit Per GSF% Annual Total Notes
ADMINISTRATION AND OTHER PROPERTY OManager Salaries 281 0.24 23,916 ADMINISTRATION AND OTHER PROPERTY OOffice Salaries 519 0.44 44,144 ADVERTISING & MARKETING Marketing Personnel -
REPAIRS/MAINTENANCE/SECURITY Maintenance 761 0.64 64,719 REPAIRS/MAINTENANCE/SECURITY Housekeeper - - -
ADMINISTRATION AND OTHER PROPERTY OEmployee Benefits 519 0.44 44,154 UTILITIES Electricity 176 0.15 14,982
UTILITIES Water 927 0.78 78,763
UTILITIES Sewer 1 0.00 85
UTILITIES Gas 510 0.43 43,349
UTILITIES Trash Removal 817 0.69 69,408
ADVERTISING & MARKETING Advertising 17 0.01 1,473
ADMINISTRATION AND OTHER PROPERTY OEmployee Apartment 169 0.14 14,370 ADMINISTRATION AND OTHER PROPERTY OComputer Costs 37 0.03 3,143 ADMINISTRATION AND OTHER PROPERTY OOffice Supplies 49 0.04 4,154 ADMINISTRATION AND OTHER PROPERTY OTelephone 15 0.01 1,284 ADMINISTRATION AND OTHER PROPERTY OCredit Investigation - -
-
ADMINISTRATION AND OTHER PROPERTY OEmployee Education 5 0.00 434 ADMINISTRATION AND OTHER PROPERTY OEviction/Legal 121 0.10 10,291 ADMINISTRATION AND OTHER PROPERTY OLicenses/Meetings/Dues - - - ADMINISTRATION AND OTHER PROPERTY OPostage/Express Mail/ Fax 1 0.00 56 ADMINISTRATION AND OTHER PROPERTY OAuto & Travel 2 0.00 152 ADMINISTRATION AND OTHER PROPERTY OCommunity Services - - - ADMINISTRATION AND OTHER PROPERTY ORent Expense - Equipment - - - ADMINISTRATION AND OTHER PROPERTY OBad Debt 207 0.17 17,562 ADMINISTRATION AND OTHER PROPERTY OConsulting - - -
ADMINISTRATION AND OTHER PROPERTY OProfessional Audit Expenses 155 0.13 13,201 ADMINISTRATION AND OTHER PROPERTY OAccounting Services - - - ADMINISTRATION AND OTHER PROPERTY OComputer Services - - - ADMINISTRATION AND OTHER PROPERTY OOther Admin 36 0.03 3,056 ADMINISTRATION AND OTHER PROPERTY OOther Renting Exp - - - REDECORATION Carpet Installation / Repairs - - -
REDECORATION Cleaning/Painting/ Decorating 139 0.12 11,823 REDECORATION Appliances 4 0.00 365
REPAIRS/MAINTENANCE/SECURITY Supplies 127 0.11 10,817
REPAIRS/MAINTENANCE/SECURITY Janitorial Supplies/ Contract 239 0.20 20,291 REPAIRS/MAINTENANCE/SECURITY General repairs/maint Contracts 600 0.50 50,965 REPAIRS/MAINTENANCE/SECURITY Snow Removal - - -
REPAIRS/MAINTENANCE/SECURITY Pest Control 50 0.04 4,252 REPAIRS/MAINTENANCE/SECURITY HVAC Maintenance - - -
REPAIRS/MAINTENANCE/SECURITY Security 126 0.11 10,679
REPAIRS/MAINTENANCE/SECURITY Pool 84 0.07 7,101
REPAIRS/MAINTENANCE/SECURITY Misc. Maintenance 2 0.00 134 GROUNDS MAINTENANCE Grounds Contract 263 0.22 22,347
GROUNDS MAINTENANCE Grounds Supplies 21 0.02 1,756
MANAGEMENT FEES Management Fee 1,505 1.26 127,900
TAXES Real Estate Taxes 717 0.60 60,950
CA Welfare Exemption - So long as we
maintain a non-profit managing GP, the welfare
exemption is retained for families below 80% of
AMI. - Increased to agree to 2020 expense
INSURANCE Property Casualty Insurance 835 0.70 70,977
MISCELLANEOUS Misc. 164 0.14 13,946
REPLACEMENT RESERVE Replacement Reserve 1,600 1.34 136,000

MISCELLANEOUS - -

MISCELLANEOUS

MISCELLANEOUS - -

MISCELLANEOUS
Total Total 11,800 9.91 $1,003,000
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY4

Page 33 of 780 ends

Rent Calculation - AMP 08
Richmond Village II (Easter Hill II) Date:

Rent Calc: Mkt Actual Net Rent/ Comp Rents %
# of Units Unit Type Fam Sz Rent SF Net SF per Mkt Study Variance 0 1W 1.5 61700% - 0% 0%
0 2W 3 83700% - 0% 0%
0 2R 3 91400% - 0% 0%
0 3W 4.5 106700% - 0% 0%
0 3R 4.5 107500% - 0% 0%
0 4R 6 141500% - 0% 0%
0 4R 6 0% - 0% 0%
0 3L 4.5 0% - 0% 0%
0 3O 4.5 0% - 0% 0%
0 3E 4.5 0% - 0% 0%
0 Total $ - 0% $ - 0%
Rent Calc: PBV Gross Utility Maximum Projected % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio Utility Allowances 4 1W 1.5 - 1,700 0% - 0% 0 BR
1 2W 3 - 2,100 0% - 0% 1 BR
9 2R 3 - 2,100 0% - 0% 2 BR
0 3W 4.5 - 2,500 0% - 0% 3 BR
7 3R 4.5 - 2,500 0% - 0% 4 BR
2 4R 6 - 2,300 0% - 0% 5 BR
0 4R 6 - 0% - 0% 6 BR
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
23 Total $ - $ 49,900 0% $ - 0%
Rent Calc: Tax Credit Gross Utility Maximum Actual % of Market Actual to Updated: DATE # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio High
HOME Low HOME
0 1W 1.5 - 1,700 0% 1,700 100% 0 BR
0 2W 3 - 2,100 0% 2,100 100% 1 BR
0 2R 3 - 2,100 0% 2,100 100% 2 BR
0 3W 4.5 - 2,500 0% 2,500 100% 3 BR
0 3R 4.5 - 2,500 0% 2,500 100% 4 BR
0 4R 6 - 2,300 0% 2,300 100% 5 BR
0 4R 6 - 0% - 0% 6 BR
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
0 Total $ - $ - 0% $ - 0%
Rent Calc: Sect. 18 Gross Utility Maximum Actual % of Market Actual to Updated: DATE # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio FMR PBV/PBRA RAD 0 1W 1.5 #VALUE! #VALUE! 1,700 #VALUE! - 0% 0 BR
0 2W 3 #VALUE! #VALUE! 2,100 #VALUE! - 0% 1 BR
28 2R 3 #VALUE! #VALUE! 2,100 #VALUE! - 0% 2 BR
0 3W 4.5 #VALUE! #VALUE! 2,500 #VALUE! - 0% 3 BR
18 3R 4.5 #VALUE! #VALUE! 2,500 #VALUE! - 0% 4 BR
4 4R 6 #VALUE! #VALUE! 2,300 #VALUE! - 0% 5 BR
0 4R 6 #VALUE! #VALUE! #VALUE! - 0% 6 BR
0 3L 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3O 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3E 4.5 #VALUE! #VALUE! #VALUE! - 0%
50 Total #VALUE! $ 113,000 #VALUE! $ - 0%
Rent Calc: RAD -CA010000008 Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio 8 1W 1.5 - 731 0% - 0%
1 2W 3 - 0% - 0%
3 2R 3 - 901 0% - 0%
0 3W 4.5 - 0% - 0%
0 3R 4.5 - 1208 0% - 0%
0 4R 6 - 1460 0% - 0%
0 4R 6 - 0% - 0%
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
12 Total $ - $ 8,551 0% $ - 0%
85 Rent Calc: RAD -CA010000009 Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio 0 1W 1.5 721 0% - 0%
0 2W 3 0% - 0%
0 2R 3 889 0% - 0%
0 3W 4.5 0% - 0%
0 3R 4.5 1192 0% - 0%
0 4R 6 1440 0% - 0%
0 4R 6 0% - 0%
0 3L 4.5 0% - 0%
0 3O 4.5 0% - 0%
0 3E 4.5 0% - 0%
0 Total $ - $ - 0% $ - 0%
85 Total Rent as Calculated Here: $ - Total/Per Unit Imputed Market Rents on LIHTC Units $ - $ - Total Rent as Required by Operating Expenses $ 8,551 Total/Per Unit Market Rents $ - $ - August 8, 2022
Note: Using 2020 RAD rents
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 5

Page 34 of 780 ends

Unit and Rent Mix - AMP 08
Richmond Village II (Easter Hill II) Date:

Percentage
BR Type Code NSF GSF Mkt PBV Tax Credit Sect. 18
RAD -
CA010000008
RAD -
CA010000009 TOTAL Of Project
1 Walkup 1W 617 771 4 8 12 14.12%
2 Walkup 2W 837 1046 1 1 2 2.35%
2 Row House 2R 914 1143 9 28 3 40 47.06% RAD Sect. 18
3 Walkup 3W 1067 1334 0 0.00% 12 50
3 Row House 3R 1075 1344 7 18 25 29.41%
4 Row House 4R 1415 1769 2 4 6 7.06%
4 Row House 4R 0 0 0.00%
3 Live/Work 3L 0 0 0.00%
3 Other1 3O 0 0 0.00%
3 Elevator 3E 0 0 0.00%
Total 0 23 0 50 12 0 85 100.00%
NSF - 21,886 - 50,602 8,515 - 81,003
GSF - 27,358 - 63,253 10,644 - 101,254

MONTHLY
Code Total Units Mkt PBV Tax Credit Sect. 18 -CA01000D -CA010000 Net Gross Mkt PBV Tax Credit Sect. 18 AD -CA0100000D -CA010000 TOTAL 1W 12 0 4 0 0 8 0 617 771 0 1700 1700 1700 731 721 12,648 2W 2 0 1 0 0 1 0 837 1,046 0 2100 2100 2100 0 0 2,100
2R 40 0 9 0 28 3 0 914 1,143 0 2100 2100 2100 901 889 80,403 3W 0 0 0 0 0 0 0 1,067 1,334 0 2500 2500 2500 0 0 -
3R 25 0 7 0 18 0 0 1,075 1,344 0 2500 2500 2500 1208 1192 62,500 4R 6 0 2 0 4 0 0 1,415 1,769 0 2300 2300 2300 1460 1440 13,800 4R 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3L 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3O 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3E 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
Total 85 0 23 0 50 12 0 Monthly Total: $ - $ 49,900 $ - $ 113,000 $ 8,551 $ - $ 171,451 Annual Total: $ 2,057,412
#DIV/0!
August 8, 2022
Unit Mix
Rent Mix
Units Sq Foot Unit Rents
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 6

Page 35 of 780 ends

20 Year Proforma - AMP 09
Richmond Village II (Easter Hill II) Date:
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 Annual 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 I N C O M E Increase Stabilized Year
MARKET RATE RENTS 2.00% $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - TAX CREDIT 2.00% $ - - - - - - - - - - - - - - - - - - - - PBV RENTS 2.00% $ - - - - - - - - - - - - - - - - - - - - RAD RENTS 2.00% $ 429,600 438,192 446,956 455,895 465,013 474,313 483,799 493,475 503,345 513,412 523,680 534,154 544,837 555,733 566,848 578,185 589,749 601,544 613,575 625,846 POTENTIAL GROSS INCOME 429,600 438,192 446,956 455,895 465,013 474,313 483,799 493,475 503,345 513,412 523,680 534,154 544,837 555,733 566,848 578,185 589,749 601,544 613,575 625,846 Less: Vacancy Loss & Gain/Loss to Lease (calc) (10,740) (10,955) (11,174) (11,397) (11,625) (11,858) (12,095) (12,337) (12,584) (12,835) (13,092) (13,354) (13,621) (13,893) (14,171) (14,455) (14,744) (15,039) (15,339) (15,646) Miscellaneous Income 2.00% 2,605 2,657 2,711 2,765 2,820 2,877 2,934 2,993 3,053 3,114 3,176 3,239 3,304 3,370 3,438 3,507 3,577 3,648 3,721 3,796 EFFECTIVE GROSS INCOME 421,465 429,895 438,493 447,262 456,208 465,332 474,638 484,131 493,814 503,690 513,764 524,039 534,520 545,210 556,115 567,237 578,582 590,153 601,956 613,995

E X P E N S E S

PAYROLL - - - - - - - - - - - - - - - - - - - -
UTILITIES 3.00% 87,496 90,121 92,824 95,609 98,477 101,432 104,475 107,609 110,837 114,162 117,587 121,115 124,748 128,490 132,345 136,316 140,405 144,617 148,956 153,424 ADVERTISING & MARKETING 3.00% 624 643 662 682 702 723 745 767 790 814 838 864 890 916 944 972 1,001 1,031 1,062 1,094 ADMINISTRATION AND OTHER PROPERTY OPERATIONS 3.00% 76,200 78,486 80,840 83,266 85,764 88,336 90,987 93,716 96,528 99,423 102,406 105,478 108,643 111,902 115,259 118,717 122,278 125,947 129,725 133,617 REDECORATION 3.00% 5,162 5,317 5,476 5,641 5,810 5,984 6,164 6,349 6,539 6,735 6,937 7,145 7,360 7,581 7,808 8,042 8,283 8,532 8,788 9,052 REPAIRS/MAINTENANCE/SECURITY 3.00% 71,559 73,706 75,917 78,194 80,540 82,956 85,445 88,008 90,649 93,368 96,169 99,054 102,026 105,086 108,239 111,486 114,831 118,276 121,824 125,479 GROUNDS MAINTENANCE 3.00% 10,209 10,515 10,830 11,155 11,490 11,834 12,190 12,555 12,932 13,320 13,719 14,131 14,555 14,992 15,441 15,905 16,382 16,873 17,379 17,901 MANAGEMENT FEES 3.00% 54,170 55,795 57,469 59,193 60,968 62,797 64,681 66,622 68,620 70,679 72,799 74,983 77,233 79,550 81,936 84,394 86,926 89,534 92,220 94,987 TAXES 3.00% 25,814 26,589 27,386 28,208 29,054 29,926 30,823 31,748 32,701 33,682 34,692 35,733 36,805 37,909 39,046 40,217 41,424 42,667 43,947 45,265 INSURANCE 3.00% 30,061 30,963 31,892 32,848 33,834 34,849 35,894 36,971 38,080 39,223 40,399 41,611 42,860 44,145 45,470 46,834 48,239 49,686 51,177 52,712 MISCELLANEOUS 3.00% 5,907 6,084 6,266 6,454 6,648 6,847 7,053 7,264 7,482 7,707 7,938 8,176 8,422 8,674 8,934 9,202 9,478 9,763 10,056 10,357 REPLACEMENT RESERVE 2.00% 26,550 58,752 59,927 61,126 62,348 63,595 64,867 66,164 67,488 68,837 70,214 71,618 73,051 74,512 76,002 77,522 79,072 80,654 82,267 83,912 TOTAL EXPENSES $4,632 393,750 436,968 449,489 462,375 475,635 489,280 503,323 517,774 532,645 547,950 563,700 579,909 596,590 613,757 631,425 649,608 668,321 687,579 707,400 727,800 NET OPERATING INCOME 27,715 (7,073) (10,997) (15,112) (19,427) (23,949) (28,684) (33,643) (38,832) (44,260) (49,936) (55,870) (62,070) (68,547) (75,310) (82,371) (89,739) (97,426) (105,444) (113,804) RR Beg Balc 58,676 70,011 49,938 65,267 81,794 108,610 127,823 157,208 194,735 226,616 270,079 313,538 362,874 409,810 465,057 524,784 467,191 496,028 532,047 544,496 Initial Deposit
Deposits 26,550 58,752 59,927 61,126 62,348 63,595 64,867 66,164 67,488 68,837 70,214 71,618 73,051 74,512 76,002 77,522 79,072 80,654 82,267 83,912 Withdrawls 2021 PCNA (15,214) (78,825) (44,598) (44,598) (35,532) (44,382) (35,482) (28,637) (35,607) (25,374) (26,755) (22,282) (26,115) (19,265) (16,275) (135,115) (50,235) (44,635) (69,818) (65,664) RR End Bal 70,011 49,938 65,267 81,794 108,610 127,823 157,208 194,735 226,616 270,079 313,538 362,874 409,810 465,057 524,784 467,191 496,028 532,047 544,496 562,745 BASE DEBT SERVICE $2,075,369 - - - - - - - - - - - - - - - - - - - - (Outstanding Principal) - - - - - - - - - - - - - - - - - - - - BASE DEBT SVC COVERAGE 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% SURPLUS CASH 27,715 (7,073) (10,997) (15,112) (19,427) (23,949) (28,684) (33,643) (38,832) (44,260) (49,936) (55,870) (62,070) (68,547) (75,310) (82,371) (89,739) (97,426) (105,444) (113,804) 1 Operating Reserve - New 9,238
2 Community Services & Security Fund 18,477
3 Priority Payment to RHA - - - - - - - - - - - - - - - - - - - - Building Rent Payment - $6,250 Annually for 24
yrs
4 Priority Payment to LP - - - - - - - - - - - - - - - - - - - - Subtotal - - - - - - - - - - - - - - - - - - - -
5 Repayment of withdrawals from ACC Reserve
during year
Will be NA after
RAD Conversion
6 Repayment of HACR Subordinate Debt -65% of
first $275k increased 2% annually; 80% excess
of $275k increased 2% annually - - - - - - - - - - - - - - - - - - - - Subtotal - - - - - - - - - - - - - - - - - - - -

11.1(a)(ii)
Until the MGP Asset Management Fees has
been paid in full, 100% to MGP Asset
Management Fee 1,488 - - - - - - - - - - - - - - - - - - - -

11.1(a)(iii)
100% to LP Asset Management Fee, including
interest 1,488 - - - - - - - - - - - - - - - - - - - -
Subtotal - - - - - - - - - - - - - - - - - - - -

11.1(a)(iv)
Operating Deficit Loans (see this section of
Pship Agreement) - - - - - - - - - - - - - - - - - - - -

11.1(a)(v)
50% of Remaining - Developer General Partner
(DGP) Asset Management Fee - Max Fee
$93,600 inflated 4% annually per AMF agrmt - - - - - - - - - - - - - - - - - - - - Subtotal - - - - - - - - - - - - - - - - - - - -

11.1(a)(vi) Pro Rata as a distribution to partners
Dev. GP 0.008% - - - - - - - - - - - - - - - - - - - -
Managing GP 0.001% - - - - - - - - - - - - - - - - - - - - LP - CHDC North Richmond 49.996% - - - - - - - - - - - - - - - - - - - - LP 49.995% - - - - - - - - - - - - - - - - - - - -
Remaining - - - - - - - - - - - - - - - - - - - -
August 8, 2022
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 1 Page 36 of 780 Operating Budget - AMP 09
Richmond Village II (Easter Hill II) Date:

29.752066%
NSF Units Unit % NSF % BEDROOM %
MARKET - 0 0.0% 0.0% 0.0%
TAX CREDIT - 0 0.0% 0.0% 0.0%
PBV - 0 0.0% 0.0% 0.0% Hard Debt?
RAD/ PBV 34,922 36 100.0% 100.0% 100.0% Housing Authority of the City of Richmond Lender TOTAL 34,922 36 100.0% 100.0% 100% $ 2,075,369 Amount 12/31/2019 $ - Annual Payment
REVENUE Annual Monthly Per Unit/Yr Per Unit/Mo 11/1/2049 Maturity Date MARKET $ - $ - - - 4.70% Interest Rate (%)

TAX CREDIT - - - -

PBV - - - -
RAD/ PBV 429,600 35,800 11,933 994
TOTAL GROSS POTENTIAL 429,600 35,800 11,933 994
VACANCY & GAIN/LOSS TO LEASE: 2.5% (10,740) (895) (298) (25) OTHER INCOME $ 6 per Unit/Mo 2,605 217 72 6 Easter Hill Housing Corp. Lender $1,250,000 Amount
NET REVENUES $ 421,465 $ 35,122 $ 11,707 $ 976 1/1/2051 Maturity Date 0% Interest rate (%)
EXPENSES Annual Monthly Per Unit/Yr Per Unit/Mo

PAYROLL - - - -
UTILITIES 87,496 $ 7,291 $ 2,430 $ 203 Redevelopment Agency of the city of Richmond , CA Lender ADVERTISING & MARKETING 624 52 17 1 $1,696,000 Amount
ADMINISTRATION AND OTHER PROPERTY OPERATIONS 76,200 6,350 2,117 176 11/1/2052 Maturity Date REDECORATION 5,162 430 143 12 2% Interest rate (%)
REPAIRS/MAINTENANCE/SECURITY 71,559 5,963 1,988 166
GROUNDS MAINTENANCE 10,209 851 284 24
MANAGEMENT FEES 12.85% 54,170 4,514 1,505 125
TAXES 25,814 2,151 717 60
INSURANCE 30,061 2,505 835 70 - RHA Housing Corp. Lender MISCELLANEOUS 5,907 492 164 14 $1,000,000 Amount
REPLACEMENT RESERVE 57,600 4,800 1,600 133 5/31/2052 Maturity Date 0% Interest rate (%)
OPERATING EXPENSES $ 424,800 $ 35,400 $ 11,800 $ 983
NET OPERATING INCOME $ (3,335) $ (278) $ (93) $ (8)
12/31/2021 End of Tax Cr Compliance
4th Subordinate
August 8, 2022
Current Debt Stack
1st Mortgage
2nd Subordinate
3rd Subordinate
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 8

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Detailed Annual Expenses - AMP 09
Richmond Village II (Easter Hill II) Date: August 8, 2022 Units 36
GSF 43,653
Category Detail Per Unit Per GSF% Annual Total Notes
ADMINISTRATION AND OTHER PROPERTY OManager Salaries 281 0.23 10,129 ADMINISTRATION AND OTHER PROPERTY OOffice Salaries 519 0.43 18,696 ADVERTISING & MARKETING Marketing Personnel -
REPAIRS/MAINTENANCE/SECURITY Maintenance 761 0.63 27,411 REPAIRS/MAINTENANCE/SECURITY Housekeeper - - -
ADMINISTRATION AND OTHER PROPERTY OEmployee Benefits 519 0.43 18,700 UTILITIES Electricity 176 0.15 6,345
UTILITIES Water 927 0.76 33,359
UTILITIES Sewer 1 0.00 36
UTILITIES Gas 510 0.42 18,359
UTILITIES Trash Removal 817 0.67 29,397
ADVERTISING & MARKETING Advertising 17 0.01 624
ADMINISTRATION AND OTHER PROPERTY OEmployee Apartment 169 0.14 6,086 ADMINISTRATION AND OTHER PROPERTY OComputer Costs 37 0.03 1,331 ADMINISTRATION AND OTHER PROPERTY OOffice Supplies 49 0.04 1,760 ADMINISTRATION AND OTHER PROPERTY OTelephone 15 0.01 544 ADMINISTRATION AND OTHER PROPERTY OCredit Investigation - -
-
ADMINISTRATION AND OTHER PROPERTY OEmployee Education 5 0.00 184 ADMINISTRATION AND OTHER PROPERTY OEviction/Legal 121 0.10 4,358 ADMINISTRATION AND OTHER PROPERTY OLicenses/Meetings/Dues - - - ADMINISTRATION AND OTHER PROPERTY OPostage/Express Mail/ Fax 1 0.00 24 ADMINISTRATION AND OTHER PROPERTY OAuto & Travel 2 0.00 64 ADMINISTRATION AND OTHER PROPERTY OCommunity Services - - - ADMINISTRATION AND OTHER PROPERTY ORent Expense - Equipment - - - ADMINISTRATION AND OTHER PROPERTY OBad Debt 207 0.17 7,438 ADMINISTRATION AND OTHER PROPERTY OConsulting - - -
ADMINISTRATION AND OTHER PROPERTY OProfessional Audit Expenses 155 0.13 5,591 ADMINISTRATION AND OTHER PROPERTY OAccounting Services - - - ADMINISTRATION AND OTHER PROPERTY OComputer Services - - - ADMINISTRATION AND OTHER PROPERTY OOther Admin 36 0.03 1,294 ADMINISTRATION AND OTHER PROPERTY OOther Renting Exp - - - REDECORATION Carpet Installation / Repairs - - -
REDECORATION Cleaning/Painting/ Decorating 139 0.11 5,007 REDECORATION Appliances 4 0.00 155
REPAIRS/MAINTENANCE/SECURITY Supplies 127 0.10 4,581
REPAIRS/MAINTENANCE/SECURITY Janitorial Supplies/ Contract 239 0.20 8,594 REPAIRS/MAINTENANCE/SECURITY General repairs/maint Contracts 600 0.49 21,585 REPAIRS/MAINTENANCE/SECURITY Snow Removal - - -
REPAIRS/MAINTENANCE/SECURITY Pest Control 50 0.04 1,801 REPAIRS/MAINTENANCE/SECURITY HVAC Maintenance - - -
REPAIRS/MAINTENANCE/SECURITY Security 126 0.10 4,523
REPAIRS/MAINTENANCE/SECURITY Pool 84 0.07 3,007
REPAIRS/MAINTENANCE/SECURITY Misc. Maintenance 2 0.00 57 GROUNDS MAINTENANCE Grounds Contract 263 0.22 9,465
GROUNDS MAINTENANCE Grounds Supplies 21 0.02 744
MANAGEMENT FEES Management Fee 1,505 1.24 54,170
TAXES Real Estate Taxes 717 0.59 25,814
CA Welfare Exemption - So long as we
maintain a non-profit managing GP, the welfare
exemption is retained for families below 80% of
AMI. - Increased to agree to 2020 expense
INSURANCE Property Casualty Insurance 835 0.69 30,061
MISCELLANEOUS Misc. 164 0.14 5,907
REPLACEMENT RESERVE Replacement Reserve 1,600 1.32 57,600

MISCELLANEOUS - -

MISCELLANEOUS

MISCELLANEOUS - -

MISCELLANEOUS
Total Total 11,800 9.73 $424,800
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY9

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Rent Calculation - AMP 09
Richmond Village II (Easter Hill II) Date:

Rent Calc: Mkt Actual Net Rent/ Comp Rents %
# of Units Unit Type Fam Sz Rent SF Net SF per Mkt Study Variance 0 1W 1.5 61700% - 0% 0%
0 2W 3 83700% - 0% 0%
0 2R 3 91400% - 0% 0%
0 3W 4.5 106700% - 0% 0%
0 3R 4.5 107500% - 0% 0%
0 4R 6 141500% - 0% 0%
0 4R 6 0% - 0% 0%
0 3L 4.5 0% - 0% 0%
0 3O 4.5 0% - 0% 0%
0 3E 4.5 0% - 0% 0%
0 Total $ - 0% $ - 0%
Rent Calc: PBV Gross Utility Maximum Projected % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio Utility Allowances 0 1W 1.5 - 0% - 0% 0 BR
0 2W 3 - 0% - 0% 1 BR
0 2R 3 - 0% - 0% 2 BR
0 3W 4.5 - 0% - 0% 3 BR
0 3R 4.5 - 0% - 0% 4 BR
0 4R 6 - 0% - 0% 5 BR
0 4R 6 - 0% - 0% 6 BR
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
0 Total $ - $ - 0% $ - 0%
Rent Calc: Tax Credit Gross Utility Maximum Actual % of Market Actual to Updated: DATE # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio High
HOME Low HOME
0 1W 1.5 - 0% - 0% 0 BR
0 2W 3 - 0% - 0% 1 BR
0 2R 3 - 0% - 0% 2 BR
0 3W 4.5 - 0% - 0% 3 BR
0 3R 4.5 - 0% - 0% 4 BR
0 4R 6 - 0% - 0% 5 BR
0 4R 6 - 0% - 0% 6 BR
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
0 Total $ - $ - 0% $ - 0%
Rent Calc: Sect. 18 Gross Utility Maximum Actual % of Market Actual to Updated: DATE # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio FMR PBV/PBRA RAD 0 1W 1.5 #VALUE! #VALUE! 0 #VALUE! - 0% 0 BR
0 2W 3 #VALUE! #VALUE! 0 #VALUE! - 0% 1 BR
28 2R 3 #VALUE! #VALUE! #VALUE! - 0% 2 BR
0 3W 4.5 #VALUE! #VALUE! #VALUE! - 0% 3 BR
18 3R 4.5 #VALUE! #VALUE! #VALUE! - 0% 4 BR
4 4R 6 #VALUE! #VALUE! #VALUE! - 0% 5 BR
0 4R 6 #VALUE! #VALUE! #VALUE! - 0% 6 BR
0 3L 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3O 4.5 #VALUE! #VALUE! #VALUE! - 0%
0 3E 4.5 #VALUE! #VALUE! #VALUE! - 0%
50 Total #VALUE! $ - #VALUE! $ - 0%
Rent Calc: RAD -CA010000008 Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio 0 1W 1.5 - 0% - 0%
0 2W 3 - 0% - 0%
0 2R 3 - 0% - 0%
0 3W 4.5 - 0% - 0%
0 3R 4.5 - 0% - 0%
0 4R 6 - 0% - 0%
0 4R 6 - 0% - 0%
0 3L 4.5 - 0% - 0%
0 3O 4.5 - 0% - 0%
0 3E 4.5 - 0% - 0%
0 Total $ - $ - 0% $ - 0%
50 Rent Calc: RAD -CA010000009 Gross Utility Maximum Actual % of Market Actual to # of Units Unit Type Fam Sz Rent Allowance Rent Rent Maximum Rent Market Ratio 2 1W 1.5 721 0% - 0%
0 2W 3 0% - 0%
22 2R 3 889 0% - 0%
0 3W 4.5 0% - 0%
10 3R 4.5 1192 0% - 0%
2 4R 6 1440 0% - 0%
0 4R 6 0% - 0%
0 3L 4.5 0% - 0%
0 3O 4.5 0% - 0%
0 3E 4.5 0% - 0%
36 Total $ - $ 35,800 0% $ - 0%
86 Total Rent as Calculated Here: $ - Total/Per Unit Imputed Market Rents on LIHTC Units $ - $ - Total Rent as Required by Operating Expenses $ 8,551 Total/Per Unit Market Rents $ - $ - August 8, 2022
Note: Using 2020 RAD rents
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 10

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Unit and Rent Mix - AMP 09
Richmond Village II (Easter Hill II) Date:

Percentage
BR Type Code NSF GSF Mkt PBV Tax Credit 50%
RAD -
CA010000008
RAD -
CA010000009 TOTAL Of Project
1 Walkup 1W 617 771 2 2 5.56%
2 Walkup 2W 837 1046 0 0.00%
2 Row House 2R 914 1143 22 22 61.11%
3 Walkup 3W 1067 1334 0 0.00%
3 Row House 3R 1075 1344 10 10 27.78%
4 Row House 4R 1415 1769 2 2 5.56%
4 Row House 4R 0 0 0.00%
3 Live/Work 3L 0 0 0.00%
3 Other1 3O 0 0 0.00%
3 Elevator 3E 0 0 0.00%
Total 0 0 0 0 0 36 36 100.00%
NSF - - - - - 34,922 34,922
GSF - - - - - 43,653 43,653

MONTHLY
Code Total Units Mkt PBV Tax Credit 50% -CA01000D -CA010000 Net Gross Mkt PBV Tax Credit 50% AD -CA0100000D -CA010000 TOTAL 1W 2 0 0 0 0 0 2 617 771 0 1700 1700 1700 731 721 1,442 2W 0 0 0 0 0 0 0 837 1,046 0 2100 2100 2100 0 0 -
2R 22 0 0 0 0 0 22 914 1,143 0 2100 2100 2100 901 889 19,558 3W 0 0 0 0 0 0 0 1,067 1,334 0 2500 2500 2500 0 0 -
3R 10 0 0 0 0 0 10 1,075 1,344 0 2500 2500 2500 1208 1192 11,920 4R 2 0 0 0 0 0 2 1,415 1,769 0 2300 2300 2300 1460 1440 2,880 4R 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3L 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3O 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
3E 0 0 0 0 0 0 0 - - 0 0 0 0 0 0 -
Total 36 0 0 0 0 0 36 Monthly Total: $ - $ - $ - $ - $ - $ 35,800 $ 35,800 Annual Total: $ 429,600
994
August 8, 2022
Unit Mix
Rent Mix
Units Sq Foot Unit Rents
Easter Hill II RAD Proforma - Updated 6.9.22 DRAFT - FOR DISCUSSION PURPOSES ONLY 11

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RHA19July2022 – sl/prc

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RICHMOND, CALIFORNIA, July 19, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 7:18 p.m. by Chair Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Commissioners Nathaniel Bates, Claudia Jimenez, Gayle McLaughlin, Demnlus Johnson III, Melvin Willis, and Chair Thomas K. Butt. Absent: Vice Chair Eduardo Martinez arrived after the roll was called. Housing Authority Tenant Commissioner Jaycine Scott was absent for the entire meeting.

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The public comment instructional video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. REPORT FROM THE EXECUTIVE DIRECTOR
Richmond Housing Authority Executive Director Nannette Beacham announced that there were only two days remaining to apply for project-based housing vouchers with the Contra Costa County Housing Authority. Applications were being accepted for Richmond's Hacienda Senior Apartments scheduled to be leased in the fall of 2022.

K. AGENDA REVIEW
None.

L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Chair Martinez
Seconded by Commissioner Bates
To approve the Housing Authority Consent Calendar.

Ayes (7): Commissioners Bates, Jimenez, Johnson III, McLaughlin, Willis, Vice Chair Martinez, and Chair Butt
Absent (1): Housing Authority Tenant Commissioner Scott Passed (7 to 0)
L.1 Continued Use of Teleconferencing
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

Adopted Resolution No. 2164

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RHA19July2022 – sl/prc

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L.2 Housing Authority Minutes
APPROVE the minutes of the regular June 7, 2022, Richmond Housing Authority meeting and the special June 21, 2022, Richmond Housing Authority/City Council joint meeting - City Clerk's Office (Pamela Christian 510-620-6513).

M. ADJOURNMENT
There being no further business, the meeting adjourned at 7:25 p.m.

Pamela Christian, Clerk Thomas K. Butt, Chairperson

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RHA26July2022 – sl/prc

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RICHMOND, CALIFORNIA, July 26, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 7:15 p.m. by Chairperson Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Commissioners Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Chairperson Eduardo Martinez, Chairperson Thomas K. Butt, and Housing Authority Tenant Commissioner Jaycine Scott. Absent: None.

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The public comment instructional video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. REPORT FROM THE EXECUTIVE DIRECTOR
Richmond Housing Authority Executive Director Nannette Beacham presented a PowerPoint that highlighted the results of the Project-Based Voucher waitlist for the Hacienda and Terraces senior apartments. Ms. Beacham announced that the waitlist application deadline was extended through September 2022.

K. AGENDA REVIEW
None.

L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Commissioner McLaughlin
Seconded by Vice Chairperson Martinez
To approve the Housing Authority Consent Calendar.

Ayes (8): Commissioners Bates, Jimenez, Johnson III, McLaughlin, Willis, Vice Chairperson Martinez, Chairperson Butt, and Housing Authority Tenant Commissioner Scott
Passed (8 to 0)
L.1 Contract Amendment with Financial Consultant Anthony Ma Regarding RHA Financial Matters
ADOPT a resolution approving a first contract amendment with Anthony Ma to provide financial consulting services (including Federal, State and Internal Revenue Service Audits) for the Richmond Housing Authority, in the amount of $90,000, for a total amount not to exceed $100,000, and extending the term to June 30, 2023 - Richmond Housing Authority/Finance Department (Nannette J.

Beacham 510-621-1300/Delmy Cuellar 510-620-6740).

Adopted Resolution No. 2165

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RHA26July2022 – sl/prc

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M. HOUSING AUTHORITY NEW BUSINESS
M.1 Update on the Public Housing Agencies Recovery and Sustainability (PHARS) Agreement and Financial Update
RECEIVE a presentation updating the Richmond Housing Authority (RHA) Board of Commissioners and City Council on the 2019 Public Housing Agencies Recovery and Sustainability (PHARS) Agreement and overall, RHA outstanding financial matters - Richmond Housing Authority (Nannette J. Beacham/Delmy Cuellar 510-621-1300).

RHA Executive Director Nannette Beacham and Senior Accountant Rita Martinez presented a PowerPoint that highlighted the following: background; tasks status; and financial update. Discussion ensued. Mark Wassberg and Jessi Taran gave comments via teleconference.

N. ADJOURNMENT
There being no further business, the meeting adjourned at 7:41 p.m.

Clerk of the City of Richmond Chairperson

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RHA19Aug2022 – ud/prc

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RICHMOND, CALIFORNIA, August 19, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
The Special Meeting of the Richmond Housing Authority was called to order at 4:00 p.m. by Chair Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Commissioners Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Chair Eduardo Martinez, Chair Thomas K. Butt, and Tenant Commissioner Jaycine Scott. Absent: Commissioner Nathaniel Bates arrived after the roll was called.

C. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The Public Comment Instructional Video was shown.

D. STATEMENT OF CONFLICT OF INTEREST
None.

E. AGENDA REVIEW
None.

F. HOUSING AUTHORITY CONSENT CALENDAR
Moved: Commissioner Gayle McLaughlin
Seconded: Commissioner Demnlus Johnson III
Result: Passed
Ayes (8): Commissioners Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Chair Eduardo Martinez, Chair Thomas K. Butt, and Tenant Commissioner Jaycine Scott.

F.1 Continued use of teleconference technology for meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361
Adopted Resolution No. 2166
G. ADJOURNMENT
The meeting adjourned at 4:09 p.m.

Clerk of the City of Richmond Chair

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September 13, 2022

HOUSING AUTHORITY
Economic Development
DATE: September 13, 2022
TO: Housing Authority Board of Commissioners
FROM: Shasa Curl, City Manager
Nannette J. Beacham, Executive Director of the
Richmond Housing Authority
Gabino Arredondo, Project Manager
Subject: Nystrom Village Exclusive Right to Negotiate Agreement (ERNA) FINANCIAL IMPACT: Proposed terms to include the Developer pay a nonrefundable $100,000 deposit upon execution of the ERNA and the Developer to pay or reimburse Richmond Housing Authority (RHA) for all predevelopment expenses, including tenant relocation costs, and RHA consulting and legal fees. RHA will receive a capitalized ground lease of at least $500,000 for each block payable in two installments during construction, and an annual ground lease payment equal to its pari passu share of 50 percent of residual receipts, shared with other soft lenders as necessary. During years 1-12, RHA will receive a minimum ground lease of $50,000 per year. If residual receipts are not sufficient to pay this minimum payment, ground lease payments accrue with interest and are payable in future years from residual receipts.

PREVIOUS COUNCIL
ACTION:

September 21, 2021

STATEMENT OF THE
ISSUE:

On September 21, 2021, the Richmond Housing Authority (RHA) Board of Commissioners authorized the Executive Director of the RHA to negotiate an Exclusive Right to Negotiate Agreement (ERNA) for the redevelopment and operation of Nystrom Village.

Negotiations have concluded and the final form of the agreement is ready to be reviewed and approved by the Board.

AGENDA
REPORT

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September 13, 2022

RECOMMENDED
ACTION:

ADOPT a resolution authorizing the Executive Director of the Richmond Housing Authority (RHA) to execute an Exclusive Right to Negotiate Agreement (ERNA) with McCormack Baron Salazar and Richmond Neighborhood Housing Services; and AUTHORIZE the Executive Director of the RHA to negotiate a Master Development Agreement (MDA), Ground Leases, Disposition and Development Agreements, and any other related documents and agreements necessary for the redevelopment and operation of Nystrom Village – Richmond Housing Authority (Nannette Beacham 621-1300).

DISCUSSION:

Public Housing Authority Recovery and Sustainability (PHARS) Agreement The Richmond Housing Authority (RHA) has been operating under a Public Housing Authority Recovery and Sustainability (PHARS) Agreement with the U.S. Department of Housing and Urban Development (HUD) since February 5, 2013, due to RHA’s designation as a “troubled” housing authority. RHA staff members collaborated with representatives from HUD Region IX to prepare a required 2019 PHARS Agreement and Action Plan. The RHA Board of Commissioners approved the 2019 PHARS on October 22, 2019 (Attachment 2). The 2019 PHARS delineates performance outcomes, timelines, and reporting requirements focused on the repositioning of the RHA Public Housing portfolio.

Asset Repositioning
On December 4, 2018, the RHA Board of Commissioners directed RHA staff to move forward with repositioning RHA’s public housing developments and other real estate holdings. This strategy supports the underlying goals of RHA to ensure no reduction in rental housing options for Richmond residents, and to maximize the benefit/utilization of the federal funds. RHA is receiving HUD-funded technical assistance from Enterprise Community Partners to assist with the asset repositioning and meeting HUD regulations. RHA staff members are working diligently to proceed with the repositioning strategy and have made progress on Nystrom Village.

Nystrom Village
RHA's purpose is to provide quality, safe, sanitary, and sustainable housing for very low- and low-income individuals and families in the City of Richmond through the administration of the Low-Income Public Housing Program. Through implementation of the 2019 PHARS agreement, the proposed redevelopment plan for Nystrom Village will enable RHA to expand its scope to include moderate-income/workforce housing as a component of the redevelopment while also retaining existing very low- and low-income unit.

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September 13, 2022
Nystrom Village is a four-block housing development situated between Florida and Virginia Avenue (North to South) and South 13 Street and South 16 Street (East to West) in Richmond. The four-block area encompasses nine (9) acres, and currently accommodates 51 wood frame duplexes, built in 1941, to house workers from the Kaiser Shipyards. The site has a mix of one hundred (100) 1-, 2- and 3-bedroom units.

The property is owned and managed by RHA. In addition to the age and condition of the units, there are several units with habitability issues that would require hundreds of thousands of dollars to rehabilitate.

On April 20, 2020, RHA issued a Request for Proposals (RFP) seeking a qualified housing development team, or team of developers, with capacity to redevelop and operate Nystrom Village with new affordable and market-rate housing units including 100 replacement affordable housing units. Richmond Housing Authority received proposals from three qualified development teams, and a review panel reviewed submittals and made a final recommendation to the RHA Board of Commissioners.

RHA hosted mandatory virtual meetings for potential developers on May 20, 2020, and June 10, 2020, with over 90 participants in attendance via zoom. The meeting provided attendees with an opportunity to gain a deeper understanding of the vision and expectations for Nystrom Village, and an opportunity for prospective developers to ask questions of various department staff.

On July 10, 2020, RHA received three (3) submittals from qualified development teams:

The Pacific Companies (TPC) (in conjunction with EAH Housing and Novin Development); Community Development Partners (CDP); and McCormack Baron Salazar (MBS) (in conjunction with Richmond Neighborhood Housing Services (RNHS)). Each development team has experience redeveloping properties, building new developments, and managing affordable housing developments. Following due diligence review, the Nystrom Village Review Panel recommended MBS and RNHS as the preferred development team to redevelop and operate Nystrom Village.

On September 21, 2021, the RHA Board of Commissioners authorized the Executive Director of the RHA to negotiate an ERNA for the redevelopment and operation of Nystrom Village.

Negotiations have concluded and the final form of the agreement is ready for review and approval by the Board. Key terms in the ERNA include: the term of the ERNA is 90 days with two (2) 30-day extensions; Developer pays $100,000 nonrefundable deposit that is not applied toward lease payments/purchase price or RHA expenses; during the term of the ERNA, Developer will provide financial feasibility studies, conceptual renderings, a phasing plan and schedule for the proposed development; the parties will negotiate lease/disposition agreements that will include, among other terms, the following provisions: (i) Developer will be responsible for cost of demolition, remediation, and relocation, (ii) all current residents will have a right to return to the development when rehabilitation is completed, (iii) Developer will reimburse RHA and

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September 13, 2022
City for all City and RHA expenses, including legal and consulting fees, (iv) neither RHA nor the City will provide any form of subsidy, including loans, grants, or fee waivers or reductions.

ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – 2019 PHARS
Attachment 3 – ERNA

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Reso. No. ____

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RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, AUTHORIZING THE

EXECUTIVE DIRECTOR OF THE RICHMOND HOUSING AUTHORITY (RHA) TO

EXECUTE AN EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (ERNA) WITH

MCCORMACK BARON SALAZAR AND RICHMOND NEIGHBORHOOD HOUSING

SERVICES, AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE RHA TO

NEGOTIATE A MASTER DEVELOPMENT AGREEMENT, GROUND LEASES,

DISPOSITION AND DEVELOPMENT AGREEMENTS, AND ANY OTHER RELATED

DOCUMENTS AND AGREEMENTS NECESSARY FOR THE REDEVELOPMENT

AND OPERATION OF NYSTROM VILLAGE
WHEREAS, Richmond Housing Authority (RHA) owns and manages 244 units of rental housing; and
WHEREAS, RHA in September 2019 entered into the current Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and
WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, on December 4, 2018, the RHA Board of Commissioners directed staff to move forward with repositioning RHA’s public housing developments and other real estate holdings; and
WHEREAS, the 2019 PHARS Agreement and Action Plan with HUD (Tasks 4.1-4.4), requires the repositioning of Nystrom Village as an implementing action to reposition the RHA Public Housing portfolio; and
WHEREAS, on April 20, 2020, RHA issued a Request for Proposals (RFP) seeking a qualified housing development team for the redevelopment and operations of Nystrom Village; and
WHEREAS, on September 21, 2021, the RHA Board of Commissioners designated McCormack Baron Salazar and Richmond Neighborhood Housing Services as the preferred development team and authorized the RHA executive director to negotiate an ERNA; and WHEREAS, Nystrom Village is a four-block area encompassing 9 acres, with 51 wood frame duplexes, with a mix of one hundred (100) 1-, 2- and 3-bedroom units built in 1941, owned and managed by RHA; and
WHEREAS, entering into an ERNA facilitates the repositioning of Nystrom Village by making clear the terms that will be included in the agreements that will govern the disposition and development of the property.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, that the executive director of the RHA is hereby authorized to execute an ERNA with McCormack Baron Salazar and Richmond Neighborhood Housing Services, and the executive director of the RHA is hereby authorized to negotiate a Master Development Agreement, ground leases, disposition and development agreements, and any other related documents and agreements necessary for the redevelopment and operation of Nystrom Village .

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.

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Reso. No. ____

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AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]
Attest:

Secretary
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____ finally passed and adopted at a Special Housing Authority Meeting held on September 13, 2022. ____________________________________

CLERK OF THE HOUSING AUTHORITY

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1 EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
(Nystrom Village)
THIS EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (this "Agreement") is entered into effective as of _____________, 2022 (“Effective Date”) by and among the Housing Authority of the City of Richmond, a public body, corporate and politic ("RHA"), McCormack Baron Salazar, Inc., a Missouri corporation (“McCormack”), and Richmond Neighborhood Housing Services, a California nonprofit public benefit corporation (“RNHS” and together with McCormack, the "Developer"). RHA, McCormack, and RNHS are collectively referred to herein as the "Parties."

RECITALS
A. RHA is a public housing authority formed pursuant to Section 34200 et seq. of the California Health and Safety Code and governed by certain regulations promulgated by the U.S.

Department of Housing and Urban Development ("HUD").

B. RHA is the fee owner of the real property located in the City of Richmond, Contra Costa County, California consisting of the approximately nine (9) acre, four-block area bounded by Florida and Virginia Avenues and by South 13th and South 16th Streets, and the improvements thereon including 100 units of public housing consisting of 51 woodframe duplexes built in 1941.

The Property is depicted in Exhibit A, and consists of the following: Contra Costa County Assessor’s Parcel Nos: 544-132-001 (“Block A”), 544-111-001 (“Block B”), 544-112-001 (“Block C”), and 544-113-001 (“Block D”) (as more particularly described in Exhibit A, collectively, the “Property”).

C. Developer proposes to ground lease Block A and Block B for the development of affordable rental housing and purchase Blocks C and D for development of for-sale moderateincome and workforce housing (all of the foregoing, collectively, the "Development"). As of the date of this Agreement, and subject to availability of financing, Developer contemplates that the Development will include the following elements: (i) rehabilitation of at least three (3) of the existing original duplexes consistent with applicable regulations pertaining to historic preservation, (ii) demolition of the remainder of the existing residential units, (iii) construction of 100 multifamily rental units on Block A or B that will serve as replacement housing for the existing public housing units and that will be affordable to very low-income households, (iv) construction of approximately 100 workforce multifamily rental units on Block A or B, and (v) construction of approximately 90 moderate-income for-sale units on Blocks C and D. The Development will be undertaken in a series of separately financed phases (each, a “Phase”). Each Phase will be subject to a separate Ground Lease or Disposition and Development Agreement between RHA and the tobe-formed entity that will be the ground lessee or owner of the portion of the Property applicable to such Phase (each an “Owner Entity”).

D. On September 21, 2021, after a competitive selection process that began with the issuance of a Request for Proposals on April 20, 2020 ("RFP"), Developer was selected by the Richmond Housing Authority Board of Commissioners ("Commission") to enter into exclusive

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2 negotiations consistent with the terms of this Agreement regarding the terms and conditions of an agreement or agreements governing the disposition and development of the Property (collectively, the “Master Development Agreement” or "MDA") pursuant to which Developer would acquire leasehold and fee interests in applicable portions of the Property, and develop and operate the Development. As described in Developer’s response to the RFP, in addition to Developer, the proposed development team will include the following: Mithun for architectural services, McCormack Baron Management, Inc. for property management services, Urban Strategies, Inc. and Strategic Partners I for community support and community engagement services, Hood Design Studios for landscape architecture, and Baines Group, Inc. as construction workforce consultant.

E. The purpose of this Agreement is to set forth the agreement of the Parties to: (i) determine the financial feasibility of developing the Property; (ii) seek funds to finance development of the Property; (iii) establish the tasks and schedule that will be undertaken during the Exclusive Period to position the Developer to apply for financing and land use and regulatory approvals for the Development; and (iv) establish a timeframe for the negotiation of the MDA.

F. The Property is currently operated by RHA as public housing, and is subject to requirements contained in a Declaration of Trust benefiting HUD and an Annual Contributions Contract ("ACC"). For the Development to occur, RHA must seek disposition approval from HUD in accordance with Section 18 of the 1937 Housing Act, 24 CFR part 970 and PIH Notice 2018-

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

AGREEMENT

1. Incorporation of Recitals. The Parties each acknowledge the truth of the foregoing Recitals which are hereby incorporated into this Agreement.

2. Exclusive Negotiation Period. RHA and Developer agree to negotiate the terms and conditions of the MDA exclusively with each other during the ninety (90) day period commencing on the Effective Date (as such may be extended pursuant to this Section, the "Exclusive Period"). Provided that the Parties are continuing to negotiate the MDA in good faith, the term of this Agreement may be extended for two (2) periods of thirty (30) days each if mutually agreed upon by the Parties. During the Exclusive Period, each Party will cooperate and in good faith endeavor to negotiate the MDA setting forth the respective duties, obligations and rights of Developer and RHA. RHA agrees that during the Exclusive Period it will not offer, or negotiate with any other person or entity relating to the use, leasing, acquisition, disposition, or development of the Property without the prior written consent of Developer. The Parties each acknowledge that this Agreement does not impose a binding obligation on RHA to convey or lease any portion of, or interest in, the Property, nor does it obligate RHA or the City of Richmond (“City”) to grant any approvals or authorizations required for the Development. Without limiting the generality of the foregoing, Developer expressly acknowledges that any agreement resulting from the negotiations contemplated hereby shall become effective only if the agreement is approved by the

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3 Commission following compliance with all applicable notice and hearing requirements and compliance with all other requirements of law, including without limitation the California Environmental Quality Act (“CEQA”) and if applicable, the National Environmental Policy Act (“NEPA”).

3. Investigation. Developer agrees that during the Exclusive Period, and continuing through an initial period to be established in the MDA (the "Due Diligence Period"), Developer will conduct its initial due diligence review regarding the Property (the "Due Diligence Review"). The Due Diligence Review may include, but shall not be limited to, review of certain studies, tests, surveys and other environmental or land use information available regarding the Property. During the Due Diligence Period, with the RHA's consent, Developer shall have the right, at Developer's option, to conduct, at its sole cost and expense, any further investigations that it deems necessary regarding the Property. Developer agrees that any damage resulting from entry or activity upon the Property by Developer or its employees, agents, contractors, or consultants, will be repaired, and the Property will be restored to its pre-inspection condition. Concurrently with the mutual execution of this Agreement, Developer shall execute and deliver to RHA a right of entry and release of liability agreement substantially in the form attached hereto as Exhibit B.

4. Deposit; Predevelopment Expenses. Upon execution of this Agreement, McCormack shall pay to RHA the sum of One Hundred Thousand Dollars ($100,000) which shall be treated as a nonrefundable fee. In Developer’s discretion, such fee may be included as an element of the Development budget, and may be allocated among Phases; however, the fee shall not be applied toward the purchase price or ground rent of the Property, and shall not be applied toward RHA and City expenses as described in paragraph (o) of Section 5 below.

5. Terms and Conditions. RHA and Developer shall in good faith endeavor to negotiate the MDA. The Parties acknowledge that any final MDA and any Implementing Agreement (as defined below) may include terms relating to the conveyance of the Property and the development of the Development that may differ from, or be in addition to, the terms set forth in this Agreement. The Parties intend that the terms, conditions, and provisions of the MDA and such Implementing Agreements shall be controlling. Developer may form a single-purpose, joint venture entity with McCormack and RNHS (or their affiliates) as the sole members, and cause that entity to enter into the MDA (and if applicable, Implementing Agreements, although the parties’ general assumption is that Owner Entities will enter into Implementing Agreements).

As applicable, for purposes of the MDA and Implementing Agreements, such joint venture entity shall serve as the “Developer.” MBA Properties, Inc., a Delaware corporation, shall provide a guaranty of the obligations of such entity under the MDA in form approved by RHA. The MDA and the Implementing Agreements shall include the following terms and provisions:
(a) Term Sheet. The terms and conditions set forth in the Nystrom Village Term Sheet dated September 7, 2021 attached hereto as Exhibit C to this Agreement and incorporated herein by this reference.
(b) AS-IS, Where-Is; Release; Environmental Remediation Indemnity. The Property will be conveyed and leased on a Phase-by-Phase basis in "AS-IS, Where-Is" condition without

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4 any representation or warranties by RHA of the physical or environmental condition or any other aspect of the Property or improvements thereon except as may be expressly stated in the MDA and/or applicable Implementing Agreement. The MDA will obligate Developer, and the Implementing Agreements will obligate the Owner Entity for the applicable portion of the Property that will be conveyed or leased to such Owner Entity for each Phase (“Applicable Parcel”), to release RHA and the Indemnified Parties (defined below) from all liability associated with the physical or environmental condition of the Applicable Parcel. In addition, except as may be expressly stated in the MDA and applicable Implementing Agreement, after the conveyance or lease of the Applicable Parcel at Closing the Implementing Agreements will obligate the Developer and the Owner Entity of the Applicable Parcel to indemnify, defend (with counsel approved by RHA), and hold the Indemnified Parties harmless from and against all Claims (defined below) relating to or arising in connection with the demolition of existing improvements; the removal, transportation, or disposal of hazardous materials; the violation of environmental laws by Developer, Owner Entity, or their respective employees, consultants, contractors, subcontractors, or agents; the failure of any such parties to comply with regulatory agency orders or other remediation requirements relating to site preparation, construction, development, or operation of the Applicable Parcel; or the failure of Developer or as applicable, the Owner Entity of the Applicable Parcel, and their respective employees, consultants, contractors, subcontractors, and agents, to comply with laws pertaining to hazardous materials.
(c) Environmental Remediation. Following the Closing for each Phase of the Development, the Owner Entity for the Applicable Parcel shall be responsible, at such party’s cost, for all environmental remediation required for development of the Applicable Parcel in accordance with the requirements of applicable law and regulatory agencies. If any hazardous material is required to be removed from the site, the Developer or Owner Entity (and not RHA) will be identified as ‘generator’ of the waste in waste manifests or associated documents. Except as may be expressly stated in the MDA and/or applicable Implementing Agreement, neither RHA nor the City shall have any responsibility for payment of costs associated with remediation of the Property or development of the Property. Notwithstanding the foregoing, however, if the Parties are able to secure a substantial source of capital funding for the Development available prior to the closing of a given Phase (such as a Choice Neighborhoods Initiative Implementation grant) then the Parties will seek to use such funding (through a contract between RHA and Developer or its affiliate) to carry out remediation of the Property in order to deliver a “clean and buildable” site at the closing of each Phase.
(d) Prevailing Wage. Developer and the applicable Owner Entity for each Phase shall comply, and shall cause its contractors, subcontractors and agents to comply, with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto, and if required by applicable law, the federal Davis Bacon Act and implementing regulations (all of the foregoing, collectively, “Prevailing Wage Laws”).
(e) Entitlements. Upon timely application by Developer, RHA will help facilitate and cooperate with Developer, within RHA's reasonable authority, in obtaining all entitlements for the Development in a good faith, diligent manner. Developer agrees to pay for the full cost of all entitlements for the Development which may include services provided by third-party consultants.

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5 (f) Closing Conditions. The close of escrow for the lease and disposition of the applicable portion of the Property for each Phase (“Closing”) will be contingent upon the satisfaction of certain conditions to be specified in the MDA, including but not limited to receipt of applicable HUD approvals, and Developer’s receipt, and RHA’s approval of: financing commitments including, if applicable the award of tax credits and the allocation of tax-exempt bond authority; loan documents; partnership agreements and related documents; development approvals; environmental clearance; insurance; construction contracts; performance bonds; building permits; and property management agreements. The MDA will specify that the Development will be developed in Phases and that each Phase may have a different closing date. (g) Schedule for Developer Performance. The Schedule of Performance shall set deadlines for performance of the respective obligations of the Developer and RHA including, but not limited to, the submission and approval of plans, and approval of title and site conditions, as will be more particularly described in the MDA.
(h) General Indemnity. The MDA and Implementing Agreements shall include general indemnity provisions substantially in the following form (subject to adjustment to reflect final terms regarding relocation responsibilities, if applicable). As used in this Section, “Developer” means the party executing the MDA as “Developer” and the party executing an Implementing Agreement as “Owner Entity”:

Without limiting and in addition to any indemnification obligations of Developer set forth elsewhere in the MDA (or Implementing Agreement, as applicable), Developer shall indemnify, defend (with counsel reasonably acceptable to RHA and the City), protect and hold harmless RHA, the City, and their respective elected and appointed officials, commissioners, officers, employees, agents, consultants, contractors, advisory boards, commissions, and affiliated entities (all of the foregoing, collectively, “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, proceedings, liabilities, losses, damages, fines, penalties, liens, costs and expenses (including court costs and reasonable attorneys', experts' and consultants' fees and costs) of any nature whatsoever (all of the foregoing, collectively, "Claims") directly or indirectly arising out of or relating to (a) Developer's lease, ownership, development, occupancy, operation, or management of the Property or the Development, or part thereof, (b) the construction, rehabilitation, and development of the Property or part thereof by Developer or Developer’s contractors, subcontractors, agents, or employees, or (c) Developer's obligations or performance or non-performance under the MDA, the Implementing Agreements, and related documents. The indemnity obligations (but not the duty to defend) under this Section shall not apply to the extent any Claims are finally determined to have been caused by the willful misconduct or gross negligence of RHA or City. Insurance limits shall not operate to limit the indemnity obligations under this Section or in the MDA, the Implementing Agreement, or related documents. The provisions of this Section and all other indemnity obligations of Developer shall survive the expiration or sooner termination of the MDA or applicable Implementing Agreement, and shall remain in full force and effect.

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6 (i) Responsibility Prior to Closing for Applicable Parcels. The MDA shall provide that prior to Closing for conveyance of each Applicable Parcel, RHA will remain responsible for all costs and liabilities associated with the ownership, operation, management and maintenance of the Applicable Parcel.
(j) Land Use Indemnity. The MDA shall have a CEQA/entitlement indemnity provision substantially in the following form, and the Implementing Agreements shall have a substantially similar provision binding the Owner Entity for each Phase:

Developer shall indemnify, defend and hold harmless RHA, the City, the City Planning Commission, and their respective elected and appointed officials, commissioners, officers, employees, agents, consultants, contractors, advisory boards, commissions, and affiliated entities from any claim, action or proceeding (hereinafter "Proceeding") brought against the City or RHA to attack, set aside, void or annul the City or RHA's actions regarding any development or land use permit, application, license, denial, approval or authorization related to the Development, including, but not limited to, variances, use permits, developments plans, specific plans, general plan amendments, zoning amendments, approvals and certifications pursuant to the California Environmental Quality Act, and /or any mitigation monitoring program, or brought against the City or RHA with respect to the Development, but subject to any exclusions specified in California Government Code Section 66474.9. This indemnification shall include, but not be limited to, damages, fees and/or costs awarded against the City or RHA, if any, and costs of suit, attorneys’ fees and other costs, liabilities and expenses incurred in connection with such proceeding whether incurred by Developer, City, RHA, and/or parties initiating or bringing such Proceeding.

If Developer is required to defend the City or RHA as set forth above, the City and RHA shall retain the right to reasonably approve the counsel selected by Developer who shall defend the City and RHA.
(k) HUD Approvals/Requirements. The Parties shall cooperate in the planning, investigation and communication necessary to prepare and submit to HUD a Section 18 Disposition application for the Development. The Parties acknowledge that HUD's approval is necessary for disposition of the Property, and that HUD sets forth the conditions under which the Property, as a public housing site, may be transferred (as such approval may be amended by HUD, the "Disposition Approval").
(l) Affirmative Action and Section 3 Requirements. Developer shall comply with the Affirmative Action and Section 3 Requirements and MBE/WBE participation policies in accordance with Exhibit D, as such policies may be amended. Developer shall use best efforts to achieve or exceed the following goals on a voluntary basis for construction and non-construction activities: twenty percent (20%) MBE participation; five percent (5%) WBE participation; and twenty-five percent (25%) of all workforce hours to Section 3 residents. During the first ninety (90) calendar days of the Exclusive Period, Developer and RHA will develop a plan for achieving these goals, including a plan for initiating a training program for residents sufficiently in advance of construction to maximize their opportunities to obtain construction jobs; provided, however, that the training and job opportunities in the plan shall in no event be limited to construction jobs.

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7 The Parties acknowledge and agree that resident hiring by Developer in connection with the Development is of upmost importance to RHA, and was a material factor in the selection of Developer.
(m) Right to Return. All current residents of the Property shall have a right to move into a new affordable rental unit in the Development upon completion of construction (subject only to good standing conditions consistent with HUD requirements and to be specified in the MDA).
(n) Relocation. Provided the Development receives Disposition Approval, relocation will be governed by Section 18 of the 1937 Housing Act, and 24 CFR part 970. In general these requirements include: (1) all residents must be offered comparable housing (including a project based voucher unit), (2) issuance of 90-day notice to residents prior to displacement, (3) providing counseling/advising services, (4) paying actual and reasonable moving costs (as defined by RHA), (5) compliance with fair housing and accessibility requirements, (6) issuance of 90-day notice cannot begin prior to Disposition Approval, and (7) disposition and demolition cannot commence until residents are relocated. For purpose of relocation, the switch from public housing to Section 8 constitutes a change of housing if not a physical move. Developer will provide a draft Relocation Plan for RHA review. All relocation costs and expenses, including without limitation, the payment of moving expenses, relocation benefits, and the cost of a relocation consultant, will be included in the sources and uses for the Development and/or particular Phases, as applicable. The MDA and Implementing Agreements will further specify the respective obligations of the Parties with respect to relocation.
(o) Compliance with Law. In developing and operating the Development, Developer shall comply all applicable local, State, and federal laws, rules, statutes, ordinances, and regulations, including without limitation, the City ordinances identified in Section 15 below. (p) Reimbursement of RHA and City Expenses. By not later than the Closing date, Developer shall reimburse RHA for all expenses incurred by RHA and/or the City in connection with (i) the solicitation and review of proposals for development of the Property, (ii) negotiation and preparation of all documents pertaining to the disposition, development, and financing of the Development, including without limitation, this Agreement, the MDA, and, as applicable ground leases, purchase and sale agreements, disposition and development agreements, loan documents, regulatory agreements, and resale restriction agreements (“Implementing Agreements”), and (iv) review of all financing and other documents pertaining to the Development, including without limitation construction documents, loan documents, bond financing documents, and partnership agreements and related documents. Such reimbursable expenses shall include without limitation, expenses incurred by RHA and/or the City in connection with: legal fees; relocation costs; design, land use, financial and development consulting fees; appraisal costs; environmental studies, and feasibility studies. The MDA will include additional detail regarding anticipated budgets for such expenses in order to enable Developer to include such expenses in the budget for each Phase. (q) No City or RHA Subsidy. No City or RHA loan, grant, or waiver, reduction, or deferral of City impact, permit, or other fees will be provided for the Development.

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8 (r) Review and Approval of Financing Plans. RHA shall have the right to review and approve financing plans for each phase of the Development, including without limitation, the sources and uses.
(s) Closing Documents and Closing Guarantees. At each Closing, except as provided in the MDA, the MDA will terminate relative to the subject Phase and Applicable Parcel (but remain in effect for the remaining Phases of the Development), and the Implementing Agreements executed by the Owner Entity for such Phase will control. At each Closing, MBA Properties, Inc. will provide RHA with a guaranty of construction completion of the subject Phase and with a guaranty of the environmental remediation indemnity obligation of the Developer and applicable Owner Entity.

6. Financial Feasibility, Conceptual Plans, Development Schedule. During the Exclusive Period, Developer shall provide RHA with preliminary versions of each of the following, in form and substance reasonably satisfactory to RHA: (1) documentation demonstrating the financial feasibility of each phase of the Development, including documentation establishing Developer’s capacity to finance the Development, and development and operating pro formas, (2) a preliminary draft master plan, including conceptual renderings, and (3) a proposed development phasing plan, including the proposed ownership structure for each phase, and the proposed schedule for commencement and completion of construction for each phase. The MDA will establish a process and standards for the Parties to confer and mutually approve updates to the foregoing submittals as the development process moves forward, including without limitation, through consultation with residents.

7. Finality of the Determination. Notwithstanding anything to the contrary set forth in this Agreement, the determination by each of RHA and Developer as to whether to enter into an MDA shall be made in such Party's sole and absolute discretion and shall be final and conclusive, without any liability therefor on the part of such Party to the other Parties. Developer shall have the right to terminate this Agreement at any time on or before the last day of the Exclusive Period by giving notice thereof to RHA, whereupon none of the Parties shall have any further rights, liabilities, or obligations to each other pursuant to this Agreement except as expressly stated herein. Without limiting the generality of the foregoing, the Parties each acknowledge that no Party has an obligation to enter into an MDA or any Implementing Agreement or other instrument regarding the disposition or conveyance of the Property or any part thereof, and no MDA or Implementing Agreement or other such instrument shall be effective unless approved by the Commission and, if applicable, by HUD.

8. Reports and Plans. If, despite good faith efforts by the Parties, negotiations fail to result in an approved and executed MDA within the Exclusive Period, this Agreement shall terminate.

Developer agrees thereupon to promptly provide to RHA, without representation or warranty, all findings and determinations relating to the proposed Development prepared by Developer or provided to Developer by third parties, and shall provide to RHA, all plans, studies and reports prepared for Developer in connection with this Agreement and/or the Property, or the Development. Nothing set forth in the preceding provisions of this paragraph shall obligate

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9 Developer to provide to RHA copies of proprietary financial information or projections prepared by Developer for its internal use. This Section shall survive the termination of this Agreement.

9. Assignment. Developer's rights and obligations under this Agreement are not assignable or transferable, in whole or in part, voluntarily or involuntarily, without the prior written consent of RHA in its sole and absolute discretion; provided however, in connection with the syndication of any tax credits for the Development, Developer shall have the right to assign its obligations under this Agreement and/or the MDA or Implementing Agreements to a limited partnership in which Developer, or limited liability company wholly controlled by Developer, acts as the general partner.

10. Compliance with Regulations. Developer understands, acknowledges and agrees that it must comply with requirements and provisions of the City of Richmond (including, without limitation, approvals required by City of Richmond Planning Commission, Design Review Board and other commissions/officers/agencies of the City of Richmond), as well as approvals that must be obtained from various state and federal regulatory agencies, and there are no assurances that any such approvals can be obtained.

11. Disclosure of Information. Developer understands, acknowledges and confirms that in connection with Developer's proposal in response to the RFP, Developer has made full and unconditional disclosures regarding all members and officers of Developer and all other pertinent information concerning Developer, and Developer will continue to make and update all such disclosures as reasonably required by RHA.

12. Disclosure of Financing. Notwithstanding the provisions of Section 8 above, Developer understands, acknowledges and agrees that Developer shall disclose to RHA detailed information regarding the financial feasibility of the Development and the methods and sources of financing to be used in developing the Development.

13. Approvals. Developer understands, acknowledges and agrees that if negotiations culminate in an MDA that RHA staff recommends to the Commission, such MDA shall become final and effective only if and when the MDA has been considered and approved by the Commission in its sole and absolute discretion.

14. Waiver of Lis Pendens. It is expressly understood and agreed by the Parties that no lis pendens shall be filed against any portion of the Property with respect to this Agreement or any dispute or act arising from it.

15. City Ordinances. Without limiting any other provisions of this Agreement, Developer agrees to comply with the City of Richmond Business Equal Opportunity Ordinance (RMC Chapter 2.50), the Local Employment Program (RMC Chapter 2.56), Living Wage Requirement Ordinance (RMC Chapter 2.60), the Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications (RMC Chapter 2.65), OnePercent for Public Art on Private Projects Program (RMC Chapter 12.62) and other City ordinances, regulations and programs referenced in the MDA and Implementing Agreements.

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10 16. Default. If Developer defaults in the performance of any of the covenants, conditions or agreements contained in this Agreement, then Developer shall be deemed to have breached the Agreement. If any such a default is not cured within twenty (20) days following written notice thereof from RHA, RHA shall have, in addition to all other remedies at law or equity, the right to terminate this Agreement and to seek monetary damages and/or equitable relief.

17. General Provisions.

17.1 Actions by the Authority. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of RHA, the approval, consent, authorization, or waiver of the Executive Director shall constitute the approval, consent, authorization or waiver of RHA without further action of the Commission.

17.2 Broker’s Fees. No broker’s fees, finder's fees or real estate commissions will be paid in connection with this Agreement, the transactions described herein, the MDA, or any Implementing Agreement.

17.3 Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding principles of conflicts of law. Any litigation arising under this Agreement shall be prosecuted in the Superior Court of California, County of Contra Costa, and all parties waive their respective rights to change venue pursuant to Section 394 of the Code of Civil Procedure.

17.4 Entire Agreement. This Agreement, together with Exhibits A through D attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements pertaining thereto.

17.5 Amendments; Waivers. This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party.

17.6 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges

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11 prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

RHA: Housing Authority of the City of Richmond
330 24th Street
Richmond, CA 94804
Attn: Executive Director
McCormack: McCormack Baron Salazar, Inc.
720 Olive Street
St. Louis, MO 63101
Attn: General Counsel
RNHS: Richmond Neighborhood Housing Services
12972 San Pablo Avenue
Richmond, CA 94805
Attn: Executive Director

17.7 Binding on Successors; Limitation on Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns, subject to the limitations on assignment set forth herein.

17.8 Severability. Each provision of this Agreement shall be considered severable, and if any provision of this Agreement is determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the remainder of this Agreement provided that the remainder of the Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.

17.9 No Waiver. No waiver by either Party of any default or breach of any covenant by the other Party shall be implied from any omission to take action on account of such default.

No waiver of any provision under this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition

17.10 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. Any reference to a particular section of this Agreement shall mean a reference to all subsections thereof. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. .

17.11 No Third Party Beneficiaries. Except as expressly set forth herein, nothing in this Agreement is intended to or shall be deemed to confer upon any person other than the Parties any legal or equitable right, remedy or claim under or by reason of this Agreement.

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12 17.12 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

17.13 Non-Liability of Officials, Employees and Agents. No official, employee or agent of RHA shall be personally liable to Developer or its successors in interest in the event of any default or breach by RHA or for any amount which may become due to Developer or its successors in interest pursuant to this Agreement.

17.14 Authority. Each person executing this Agreement on behalf of a Party represents that he or she is duly authorized to sign and deliver this Agreement on behalf of such Party, and that this Agreement is binding on such Party in accordance with its terms.

17.15 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE.]

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13 IN WITNESS WHEREOF, the parties have entered into this Exclusive Right to Negotiate Agreement as of the date first written above.

Approved as to form:

RHA:

HOUSING AUTHORITY OF THE CITY
OF RICHMOND, a public body, corporate
and politic
By:

Nannette J. Beacham, Executive
Director
Attest:

DEVELOPER:

MCCORMACK BARON SALAZAR, INC.,
a Missouri corporation
By:___________________________
Print Name:______________________
Title:____________________________

RICHMOND NEIGHBORHOOD
HOUSING SERVICES, a California
nonprofit public benefit corporation
By:___________________________
Print Name:______________________
Title:____________________________

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OAK #4876-9538-8718 v2
14 Exhibit A

PROPERTY

NYSTROM VILLAGE LEGAL DESCRIPTION
Nystrom Village, Marina Way South and Maine Ave, Richmond, CA 94801 Florida and Virginia Ave (North to South) and South 13 St. and South 16 St. (East to West) (APNs: 544-111-001, 544-112-001, 544-113-001, and 544-132-001)

SITE SIZE
392,475 SF or 9 acres
Exhibit B

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OAK #4876-9538-8718 v2
15 Exhibit B

RIGHT OF ENTRY AGREEMENT

FORM OF RIGHT OF ENTRY AND

RELEASE OF LIABILITY AGREEMENT

PERMIT TO ENTER AND RELEASE OF LIABILITY AGREEMENT

THIS PERMIT TO ENTER AND RELEASE OF LIABILITY AGREEMENT ("Agreement"), dated as of _________, 2022 ("Effective Date"), is made and entered into by and among the Housing Authority of the City Of Richmond, a public body, corporate and politic ("RHA"), McCormack Baron Salazar, Inc., a Missouri corporation (“McCormack”), and Richmond Neighborhood Housing Services, a California nonprofit public benefit corporation (“RNHS” and together with McCormack, the "Permittee") with reference to the following facts.

RECITALS
A. RHA is a public housing authority formed pursuant to Section 34200 et seq. of the California Health and Safety Code and governed by certain regulations promulgated by the United States Department of Housing and Urban Development ("HUD").

The Property consists of the following: Contra Costa County Assessor’s Parcel Nos: 544-132-001 (“Block A”), 544-111-001 (“Block B”), 544-112-001 (“Block C”), and 544-113-001 (“Block D”) (as more particularly described in Exhibit A, collectively, the “Property”).

C. RHA and Permittee entered into that certain Exclusive Right to Negotiate Agreement dated ____________, 2022 (the "ERNA") regarding the potential lease and/or conveyance of the Property for the development of the Development (as that term is defined in the ERNA).

D. In anticipation of Permittee's acquisition of the Property and development of the Development, and pursuant to the ERNA, Permittee wishes to conduct inspections and investigations of the Property (the "Permitted Investigation").

NOW, THEREFORE, for good and valuable consideration, RHA and Permittee agree as follows:

1. Recitals. The defined terms of the foregoing Recitals are a substantive part of this Agreement.

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OAK #4876-9538-8718 v2
16 2. Provision of Permit. RHA hereby provides to Permittee a Permit to Enter the Property (hereinafter referred to as the "Permit") during the Exclusive Period (as defined in the ERNA) for the purpose of conducting the Permitted Investigation. The Permitted Investigation shall be at Permittee's sole cost and expense, and without limitation, all tools and equipment necessary for the Permitted Investigation shall be provided by Permittee. Permittee shall (i) notify and procure RHA's written consent at least three (3) business days prior to each entry onto the Property. Consent to the start of Permitted Investigation shall be conditioned on (i) Permittee's acquiring all applicable permits required by governmental authorities; (ii) Permittee's furnishing to RHA copies of such permits; (iii) Permittee's compliance with the conditions of all applicable laws, permits and approvals in a prompt and expeditious manner; and (iv) Permittee's receipt of RHA's approval of evidence of insurance coverage as set forth in Section 11, below. Permittee agrees that except as otherwise expressly agreed upon in writing by RHA, Permittee shall repair any and all damage resulting from the Permitted Investigation and restore the Property to its preinspection condition. Permittee further agrees that Permittee shall not disturb the residents of the Property for any purpose or by any of its actions in undertaking the Permitted Investigation.

3. Entry at Permittee's Own Risk; Release. In entering the Property and engaging in Permitted Investigation, Permittee agrees, on its own behalf and on behalf of its contractors and subcontractors, employees, officers, guests, volunteers, invitees, and their respective successors and assigns (all of the foregoing, the “Releasors”) that it will and hereby does, release, discharge and covenant not to sue RHA, the RHA Board of Commissioners, the City of Richmond, or their respective elected or appointed officials, City Council members, commissioners, officers, directors, employees, agents, consultants, contractors, advisory board member, and volunteers (all of the foregoing, the "Released Parties") with respect to (a) any and all liability accruing to Permittee or any other Releasor as a result of the activities undertaken pursuant to this Agreement, (b) any loss or damage and any claim or demand therefor on account of injury to or death of persons, or injury or damage to property resulting directly or indirectly from Releasors’ entry upon or about the Property or any facilities or equipment therein, or engaging in Permitted Investigation, unless such loss, damages, claim or demand is determined (by a court's final judgment after all appeals have been concluded or exhausted) to have been caused by the sole active negligence or willful misconduct of the Released Parties. Permittee acknowledges that the Property and any entry thereon shall be in the Property's "AS-IS" and "WITH ALL FAULTS" condition, and with no representations or warranties whatsover, express or implied, on the part of RHA or the City of Richmond, or arising by operation of law, including without limitation, any warranty of condition or habitability.

In connection with the release set forth in this Section 3, Permittee, for itself and all Releasors, hereby waives the benefit of California Civil Code section 1542, which provides as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The provisions of this Section 3 shall survive the expiration or earlier termination of the Permit, this Agreement, and the ERNA.

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17 4. Mechanic's Liens. Permittee shall not permit or suffer any mechanic's or materialmen's or other liens of any kind or nature to be recorded and/or enforced against the Property, and Permittee shall indemnify and hold harmless RHA and the Property from and against any and all liens, claims, and expenses related to work done, labor performed, activities undertaken, or materials furnished in connection with the Permittee's entry on the Property pursuant to this Agreement. The provisions of this Section 4 shall survive the expiration or earlier termination of this Agreement

5. Compliance with Law. Permittee shall cause all work performed and activities undertaken in connection with this Agreement to be performed and undertaken in compliance with all applicable federal, state and local laws, statutes and ordinances, and all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction (collectively, the "Rules and Regulations"). Compliance under this provision includes compliance with the California Environmental Quality Act ("CEQA") and all provisions of the Municipal Code of the City of Richmond, including Chapters 2.28, 2.39, 2.50, 2.52, 2.56, 2.60, and 2.65, if applicable, which are herein incorporated by reference. All work performed and activities undertaken shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, whether discretionary or ministerial, and Permittee shall be responsible to RHA for the procurement and maintenance thereof, as may be required of Permittee and all entities using the Property or engaged Permitted Investigation. Permittee shall require all contractors, subcontractors, employees, officers, guests, invitees, volunteers and assigns entering upon the Property to obey and observe all terms of the Permit and all Rules and Regulations. Permittee shall be responsible for paying for fines or charges which may be levied by any governmental bodies, agencies, authorities or courts for violations of Rules and Regulations.

6. Hazardous Materials.
(a) In connection with conducting the Permitted Investigation, Permittee shall take no action, nor cause the Property to be, in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property, including, but not limited to, soil and ground water conditions.

Permittee shall not use, generate, load, handle, remove, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property, contaminated water, soil, bunkers, chipped or removed paint, flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials"). (b) Permittee shall immediately advise RHA in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Permittee or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous

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OAK #4876-9538-8718 v2
18 Materials, ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Permittee or the Property, relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Claims"); and (iii) Permittee's discovery of any occurrence or condition on any real properties adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as "border-zone property" under the provision of California Health and Safety Code, Sections 25220 et seq. or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law.
(c) RHA has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims. (d) Permittee acknowledges that as described in the ERNA and to be documented in the Master Development Agreement and/or other documents governing the disposition of the Property, following Closing (as defined in the ERNA) Permittee shall be obligated to remediate the Property and dispose of Hazardous Materials in compliance with all applicable laws.

7. Security and Utilities. Permittee acknowledges that RHA does not and will not provide security services or utilities in connection with the Permitted Investigation, and Permittee shall provide, at its sole cost and expense, all such services and utilities necessary or appropriate for its conduct of Permitted Investigation.

8. Indemnification. To the fullest extent allowed by law, Permittee shall defend (with counsel reasonably acceptable to RHA and the City of Richmond), indemnify and hold harmless, and require its contractors and subcontractors to defend, indemnify and hold harmless the Released Parties (defined in Section 3 above), from any and all liability, penalties, fines, costs, losses, damages, actions, proceedings, causes of action, demands, claims or judgments, expenses (including attorneys' fees, expert fees, consultants’ fees, court costs, and other defense costs) (all of the foregoing, “Claims”), resulting from: (i) injury to or death sustained by any person (including the Releasors and their respective employees and agents), (ii) damage to property of any kind, or (iii) any other injury or damage whatsoever, which injury, death or damage arises directly or indirectly out of, or is in any way related to entry on the Property pursuant to this Agreement or the Permitted Investigation, regardless of Permittee's fault or negligence, except that (a) such indemnity shall not apply to the extent a Claim results from the gross negligence or willful misconduct of any Released Party, and (b) such indemnity shall not apply to Claims relating to Hazardous Materials existing on the Property as of the Effective Date unless any such Claim results from the actions of Permittee or its employees or agents. The indemnification obligations of Permittee and its contractors, and subcontractors shall extend to Claims asserted after the expiration or termination of this Agreement, provided that such Claims arose during the term of this Agreement. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement

9. Term. The term of the Permit and this Agreement shall commence on the Effective Date and shall expire and terminate upon the first to occur of the following: (a) expiration of the

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OAK #4876-9538-8718 v2
19 Exclusive Period (as defined in the ERNA), (b) termination of the ERNA pursuant to its terms, or (c) the date that a Master Development Agreement or other agreement governing the disposition of the Property is fully executed; and thereupon and thereafter the Permit and this Agreement shall be null and void and of no further force or effect, except as to those provisions of this Agreement that expressly survive the expiration or earlier termination of this Agreement.

10. Signs. No signs or placards of an advertising or promotional nature shall be painted, inscribed or placed in or on the Property or on any building or structure located thereon without the prior written consent of the RHA at RHA's sole and absolute discretion. Permittee agrees to remove promptly and to the satisfaction of RHA, at the cost and expense of Permittee, upon the termination of the Permit, any and all signs and placards placed by it upon the Property pursuant to this Section.

11. Insurance. Permittee shall, at all times, maintain at its sole cost and expense the insurance coverage set forth in Exhibit B and for the benefit of RHA and all other additional insureds required thereunder. Permittee shall furnish RHA with written evidence of the required insurance coverage prior to entering the Property and engaging in Permitted Investigation. No activities permitted pursuant to the Permit shall be initiated prior to Permittee's receipt of RHA's approval of evidence of insurance coverage related thereto.

12. Taxes. Permittee shall pay all taxes which may be levied, imposed or assessed upon or against the Property arising out of this Agreement or the Permit, or any possessory interest right which Permittee may have in or to the Property by reason of its use or occupancy thereof. Permittee recognizes and understands that the Permit may create a possessory interest subject to property taxation and that Permittee may be subject to the payment of property taxes levied on such interest. Permittee agrees to pay all taxes, assessments, and charges on goods, merchandise, appliances, equipment and property owned by it in or about the Property.

13. Default. If Permittee defaults in the performance of any of the covenants, conditions or agreements contained in this Agreement, then Permittee shall be deemed to have breached the Agreement. Upon the occurrence of such a default which is not cured within ten (10) days following written notice thereof from RHA, RHA shall have, in addition to all other remedies at law or equity, the right to terminate the Permit and to seek monetary damages and/or equitable relief

14. No Property Interest; No Assignment. This Agreement and the Permit create only a temporary and revocable license and do not create any interest in the Property or any other real property. This Agreement shall not be recorded. This Agreement is personal to Permittee and may not be voluntarily or involuntarily assigned, in whole or in part, by Permittee.

15. Miscellaneous.

15.1 Attorneys’ Fees. If any legal action or proceeding arising out of or relating to this Agreement is brought by either party hereto, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorney's fees and expert fees, costs, and expenses incurred in the action or proceeding brought or defended by the prevailing party.

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20 15.2 Waivers. Any waiver by RHA of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by RHA to take action on any breach or default of Permittee or to pursue any remedy allowed under this Agreement or applicable law. Consent by RHA to any act or omission by Permittee shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for RHA's written consent to future waivers.

15.3 Entire Agreement. This Agreement together with the exhibits attached hereto and incorporated herein by reference, and the ERNA constitutes the entire agreement between RHA and Permittee relating to the subject matter hereof, and supersedes all prior oral or written agreements pertaining thereto.

15.4 Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding principles of conflicts of law.

Any litigation arising under this Agreement shall be prosecuted in the Superior Court of California, County of Contra Costa, and all parties waive their respective rights to change venue pursuant to Section 394 of the Code of Civil Procedure

15.5 Severability. Each provision of this Agreement shall be considered severable, and if any provision of this Agreement is determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the remainder of this Agreement provided that the remainder of the Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties

15.6 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. Any reference to a particular section of this Agreement shall mean a reference to all subsections thereof. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

15.7 No Third Party Beneficiaries. There are no other third party beneficiaries of this Agreement.

15.8 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

15.9 Notices. Notices to be sent pursuant to this Agreement shall be in writing and shall be sent in accordance with Section 17.6 of the ERNA.

15.10 Amendments. This Agreement may not be amended or modified except by a written instrument signed by the Parties.

15.11 Counterparts. This Agreement may be executed in multiple original counterparts, each of which is deemed to be an original, and all such counterparts shall constitute

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OAK #4876-9538-8718 v2
21 one and the same instrument. A facsimile or electronic signature on this Agreement shall be as valid as an ink-signed original.
[REMAINDER OF THIS PAGE IS BLANK; SIGNATURES ON NEXT PAGE]

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ERNA – Nystrom Village
OAK #4826-7525-9386 v9
22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

RHA:

HOUSING AUTHORITY OF THE CITY OF RICHMOND, a public body, corporate and politic
By:________________________
Nannette J. Beacham, Executive Director
Approved as to form:

By:_____________________
DEVELOPER:

MCCORMACK BARON SALAZAR, INC., a Missouri corporation
By:___________________________
Print Name:______________________
Title:____________________________
RICHMOND NEIGHBORHOOD HOUSING SERVICES, a California
nonprofit public benefit corporation
By:___________________________
Print Name:______________________
Title:____________________________

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ERNA – Nystrom Village
OAK #4826-7525-9386 v9
23 Exhibit A

PROPERTY

SITE SIZE
392,475 SF or 9 acres

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ERNA – Nystrom Village
OAK #4826-7525-9386 v9
24 Exhibit B

INSURANCE REQUIREMENTS

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ERNA – Nystrom Village
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25

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ERNA – Nystrom Village
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26

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ERNA – Nystrom Village
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27

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ERNA – Nystrom Village
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28

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29 Exhibit C

TERM SHEET

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30

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ERNA – Nystrom Village
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31

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ERNA – Nystrom Village
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32

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33 Exhibit D
AFFIRMATIVE ACTION AND SECTION 3 REQUIREMENTS

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34

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35

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September 13, 2022
City Attorney's Office
DATE: September 13, 2022
TO: Mayor Butt and Members of the City Council
FROM: Dave Aleshire, City Attorney
Heather Mc Laughlin, Interim Senior Assistant City
Attorney
Subject: Approval of a Third Amendment to McNamara,
Ambacher, Wheeler, Hirsig & Gray, LLP Legal Services
Agreement for Police Tort Litigation and other Matters
FINANCIAL IMPACT: The total expenditure for the legal services amendment is not to exceed $125,000, for a total contract payment limit not to exceed $545,000. This agreement is charged to
the Risk Management General Liability Fund 50182316-
400554. An appropriation of $125,000 is requested

PREVIOUS COUNCIL
ACTION:

City Council approved the original agreement on
March 3, 2021. First and Second Amendments were
approved on November 20, 2021, and May 17, 2022.

STATEMENT OF THE
ISSUE:

To ensure the City has appropriate legal representation relating to existing police tort litigation, the City Attorney’s Office requests approval of the legal services
amendment in the amount not to exceed of $125,000.

RECOMMENDED ACTION: APPROVE the third amendment to the legal service agreement with McNamara law firm; and APPROPRIATE
$125,000 for the amendment – City Attorney’s Office
(Heather McLaughlin 510-620-6509).

AGENDA
REPORT

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September 13, 2022
DISCUSSION:

McNamara, Ambacher, Wheeler, Hirsig & Gray, LLP (formerly McNamara, Ney, Beatty, Slattery, Borges & Ambacher LLP) currently represents the City in several police tort lawsuits. At the time of the second amendment, it was reported that the firm was handling the Ferreira-Dias, Hernandez, Sutherland, and Montanocordoba matters. Sutherland has settled for $6,000 and no admission of liability. The plaintiff in Montanocordoba lost the case and has not appealed the case further. The other cases are still active.

As the City Attorney’s office works to review and reduce outside counsel costs, it is appropriate to continue to the work with this firm. As noted above, the firm has had good success and is in the middle of working on the other matters. It would be inefficient in time and uneconomical to switch firms at this point in the two remaining cases.

DOCUMENTS ATTACHED:

Attachment 1 – McNamara Legal Services Agreement (“LSA”) Attachment 2 – McNamara First LSA Amendment
Attachment 3 – McNamara Second LSA Amendment
Attachment 4 – McNamara Third LSA Amendment

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September 13, 2022 24
City Attorney's Office
AGENDA
REPORT
DATE: September 13, 2022
TO: Mayor Butt and Members of the City Council
FROM: Dave Aleshire, City Attorney
Heather Mc Laughlin, Interim Senior Assistant City
Attorney
Subject: Approval of a Third Amendment to McNamara, Ambacher, Wheeler, Hirsig & Gray, LLP Legal Services Agreement
for Police Tort Litigation and other Matters
FINANCIAL IMPACT: The total expenditure for the legal services amendment is not to exceed $120,000, for a total contract payment limit not to exceed $545,000). This agreement is charged to
the Risk Management General Liability Fund 50182316-
400554. An appropriation of $120,000 is requested.

PREVIOUS COUNCIL
ACTION:

City Council approved the original agreement on March 3, 2021. First and Second Amendments were approved on
November 20, 2021, and May 17, 2022.

STATEMENT OF THE
ISSUE:

To ensure the City has appropriate legal representation relating to existing police tort litigation, the City Attorney’s Office requests approval of the legal services amendment in the amount not to exceed of $120,000.

RECOMMENDED ACTION: APPROVE the third amendment to the legal service agreement with McNamara law firm., and APPROPRIATE
$120,000 for the amendment. – City Attorney’s Office
(Heather McLaughlin 510-620-6509).

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September 13, 2022 24
DISCUSSION:

Sutherland has settled for $6K and no admission of liability. The plaintiff in Montanocordoba lost the case and has not appealed the case further. The other cases are still active.

DOCUMENTS ATTACHED:

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First Amendment to Agreement for Legal Services
A-1

FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

MCNAMARA, NEY, BEATTY, SLATTERY, BORGES & AMBACHER, LLP This First Amendment to the Agreement for Legal Services is entered into by the City of Richmond (“City”) and MCNAMARA, NEY, BEATTY, SLATTERY, BORGES & AMBACHER, LLP (“Special Counsel”) with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City in connection with pending and future police tort litigation; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by One Hundred Forty Five Thousand Dollars ($145,000); and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.

NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.

2. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect.

3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]
DocuSign Envelope ID: B1E9FD88-10EF-4CC3-953B-7948ADA196B7

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DocuSign Envelope ID: B1E9FD88-10EF-4CC3-953B-7948ADA196B7 11/20/2021

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First Amendment to Agreement for Legal Services
A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

Special Counsel shall represent and defend the City of Richmond in pending and future police tort litigation.
(City’s Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney) Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $230/hour
ASSOCIATE(S) $200/hour
PARALEGAL(S) $95/hour
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Two Hundred Ninety-Five Thousand Dollars ($295,000).

DocuSign Envelope ID: B1E9FD88-10EF-4CC3-953B-7948ADA196B7

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THIRD Amendment to Agreement for Legal Services
A-1

THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

MCNAMARA, AMBACHER, WHEELER, HIRSIG & GRAY, LLP
This THIRD Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and MCNAMARA, AMBACHER, WHEELER, HIRSIG & GRAY, LLP (“Special Counsel”) (the "Third Amendment") is entered into as of SEPTEMBER 13, 2022, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by ONE HUNDRED TWENTY-FIVE THOUSAND Dollars ($125,000);and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this Third Amendment.

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Third Amendment.

2. Effect of Third Amendment. Except as provided in this Third Amendment, all other terms of the Original Agreement shall remain in full force and effect.

3. Counterparts. This Third Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument. [Signatures on following page]

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THIRD Amendment to Agreement for Legal Services
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Third Amendment to be effective as of the last date written above.

CITY OF RICHMOND MCNAMARA, AMBACHER, WHEELER,

HIRSIG & GRAY, LLP
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney

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THIRD Amendment to Agreement for Legal Services
A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

Special Counsel shall represent and defend the City of Richmond in pending and future police tort litigation.
(City of Richmond Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney) Schedule of Fees & Charges:

Hourly Rates
PARTNER(S) $230/hour
ASSOCIATE(S) $200/hour
PARALEGAL(S) $95/hour
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed FIVE HUNDRED FORTY-FIVE Thousand Dollars ($ 545,000) for attorneys’ fees and reimbursements.

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September 13, 2022
City Attorney's Office
DATE: September 13, 2022
TO: Mayor Butt and Members of the City Council
FROM: Dave Aleshire, City Attorney
Heather Mc Laughlin, Interim Senior Assistant City
Attorney
Subject: Fourth Amendment of the Downey Brand Agreement for North Coast Rivers Alliance, et al. v. City of Richmond.

FINANCIAL IMPACT: This amendment will add $40,000, for a total amount not to exceed $1,125,000. This agreement is charged to the
Risk Management General Liability Fund 50182316-
400554. An appropriation of $40,000 is requested.

PREVIOUS COUNCIL
ACTION:

The original agreement began on October 6, 2020. The
first, second, third and fourth amendments were
approved by the Council most recently on May 5, 2022.

STATEMENT OF THE
ISSUE:

To ensure the City has appropriate legal representation relating to the Point Molate litigation and claims, including the existing NCRA v. Richmond litigation, additional
funds are needed.

RECOMMENDED ACTION: APPROVE the fourth amendment to the legal service agreement with Downey Brand for the NCRA litigation;
and APPROPRIATE $40,000 for the amendment – City
Attorney’s Office (Heather McLaughlin 510-620-6509).

AGENDA
REPORT

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September 13, 2022
DISCUSSION:

Due to recent activity in the North Coast Rivers Alliance, et al. v. City of Richmond matter, additional funds are required. It is anticipated that this amount should last until the end of the year. As the City Attorney’s office works to review and reduce outside counsel costs, it is appropriate to continue the work with this firm. Downey Brand has historical knowledge that is invaluable given the turnover in City staff. It would be inefficient in time and uneconomical to switch firms at this point. Note that while Winehaven failed to close escrow under the Disposition and Development Agreement (DDA) and is currently in litigation against the City, the fees and expenses authorized herein may not be recoverable by the City.

DOCUMENTS ATTACHED:

Attachment 1 – Downey Brand Legal Services Agreement (LSA) Attachment 2 – Downey Brand First Amendment LSA
Attachment 3 – Downey Brand Second Amendment LSA
Attachment 4 – Downey Brand Third Amendment LSA
Attachment 5 – Downey Brand Fourth Amendment LSA

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DocuSign Envelope ID: E64B1D4F-FCCC-4803-8DCC-E2DC4F6E6B61

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DocuSign Envelope ID: E64B1D4F-FCCC-4803-8DCC-E2DC4F6E6B61

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DocuSign Envelope ID: E64B1D4F-FCCC-4803-8DCC-E2DC4F6E6B61

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DocuSign Envelope ID: E64B1D4F-FCCC-4803-8DCC-E2DC4F6E6B61

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Fourth Amendment to Agreement for Legal Services
A-1

FOURTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

DOWNEY BRAND LLP
This Fourth Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and DOWNEY BRAND LLP (“Special Counsel”) (the "Second Amendment") is entered into as of SEPTEMBER 13, 2022, by and between the City and Special Counsel with reference to the following facts:

RECITALS
WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) for representation of the City and City-related entities; and
WHEREAS, the City now desires for Special Counsel to continue its representation of the City and to increase the compensation limit by Forty Thousand Dollars ($40,000); and
WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this Fourth Amendment.

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this Fourth Amendment.

2. Effect of Fourth Amendment. Except as provided in this Fourth Amendment, all other terms of the Original Agreement shall remain in full force and effect.

3. Counterparts. This Fourth Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.
[Signatures on following page]

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Fourth Amendment to Agreement for Legal Services
A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Fourth Amendment to be effective as of the last date written above.

CITY OF RICHMOND DOWNEY BRAND LLP
________________________ By __________________________
Mayor
Title _________________________
Attest:

By: _____________________
City Clerk
Approved as to form:

By: _____________________
City Attorney

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Fourth Amendment to Agreement for Legal Services
A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:

The City Council of the City of Richmond on September 8, 2020, certified a Subsequent Environmental Impact Report (SEIR) and adopted a resolution approving land use entitlements for the Point Molate Mixed-Use Development Project. Those approvals were the subject of two lawsuits in the form of peremptory writs of mandate filed in the Contra Costa County Superior Court on or about October 9, 2020, including Point Molate Alliance, et al., v. City of Richmond and North Coast Rivers Alliance, et al. v. City of Richmond. The lawsuits named the City as respondent and Winehaven Legacy, LLC as real party in interest and asserted causes of action under the California Environmental Quality Act, California Planning and Zoning Law, California Constitution, and the common law public trust doctrine, as well as other grounds. The cases were subsequently consolidated into a single case, entitled North Coast Rivers Alliance, et al. v. City of Richmond. The trial court entered judgment on March 15, 2022, and the case is now pending in the First District Court of Appeal. Briefing is expected to commence in December 2023.

Downey Brand will continue to serve as lead trial and appellate counsel for the City in its defense of these actions, and will have responsibility for case management and coordination among defense counsel, assisting with settlement negotiations, and for providing advice to and representation of the Richmond City Attorney’s Office in the proceedings. Downey Brand’s litigation fees and expenses remain subject to reimbursement by real party in interest Winehaven Legacy, LLC based on the indemnity provisions and conditions imposed under the entitlements and both the Disposition and Development Agreement (“DDA”) and Development Agreement (“DA”). However, because Winehaven failed to close escrow under the DDA and is currently in litigation against the City, the fees and expenses authorized herein may not be recoverable by the City.

As part of its services above, Downey Brand shall provide concise written reports to the City Attorney on a monthly basis, which will address important milestones and efforts in the case. The City Attorney will share the reports with the City Council and will return to the Council for more substantive reports and to further augment the contract amount as may be necessary for future phases of the litigation, including appellate briefing.

City’s Contact Attorney: Dave Aleshire, City Attorney
Heather McLaughlin, Interim Sr. Assistant City Attorney Schedule of Fees & Charges:

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Fourth Amendment to Agreement for Legal Services
A-4

ATTORNEY HOURLY RATES
Christian Marsh $410/hour
Kathryn Oehlschlager $410/hour
Hina Gupta $365/hour
Natalie Kirkish $365/hour
Megan Unger $335/hour

PARALEGAL HOURLY RATES
Jon Shackelford $225/hour
Jessica Wise $225/hour
Compensation:

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) for attorneys’ fees and reimbursements.

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RICHMOND, CALIFORNIA, July 5, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION The Richmond City Council Evening Open Session was called to order at 4:30 p.m. by Mayor Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Nathaniel Bates, Demnlus Johnson III, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: Councilmembers Claudia Jimenez and Gayle McLaughlin arrived after the roll was called.

C. CLOSED SESSION
C.1 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
 Agency Representatives: Jaclyn Gross, Sharrone Taylor, and Teresa Fairbanks
Employee organizations:

1. SEIU Local 1021 Full Time Unit and Part Time Unit

2. IFPTE Local 21 Mid-Level Management Unit and Executive Management Units

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.2 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: 1324 Canal Boulevard (General Warehouse, Port of Richmond) Agency negotiator: Dave Aleshire and Lizeht Zepeda
Negotiating parties: Richmond Grown
Under negotiation: Price and terms of payment
C.3 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957.6)
 Title: City Attorney
C.4 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED
LITIGATION (Initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 Riggers Loft Wine Company

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D. PUBLIC COMMENT BEFORE CLOSED SESSION (public comment on Closed Session items only)
Mayor Butt announced his recusal from Item C.2 due to a conflict of interest.

There were no public comments via teleconference.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 4:32 p.m. Closed Session adjourned at 6:34 p.m.

F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The Regular Meeting of the Richmond City Council was called to order at 6:38 p.m. by Mayor Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent:

Councilmember Gayle McLaughlin arrived after the roll was called.

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The public comment instructional video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
Item O.2.a was removed from the Consent Calendar for discussion immediately following the approval of the Consent Calendar. Item Q.1 was continued to the July 19, 2022, City Council meeting.

Mayor Butt ruled to continue Item P.1. to the July 19, 2022, City Council meeting.

Motion by Councilmember Willis
Seconded by Councilmember Jimenez
To overrule the mayor and not continue Item P.1.

Ayes (4): Councilmember Jimenez, Councilmember McLaughlin, Councilmember Willis, and Vice Mayor Martinez
Noes (3): Councilmember Bates, Councilmember Johnson III, and Mayor Butt Passed (4 to 3)
K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
Interim City Attorney Dave Aleshire reported there was a motion made by Councilmember Bates, seconded by Councilmember Willis, regarding Item C.2 that passed with five votes in favor, Mayor Butt recused and Councilmember McLaughlin abstained, to move forward with negotiations and finalize the lease with Richmond Grown as soon as possible with the proviso that the provisions concerning community benefit would be governed by the City of Richmond's community benefits ordinance.

Mr. Aleshire announced that the council would reconvene the Closed Session after the

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adjournment of the regular City Council meeting to continue the deliberation for Item C.4.

L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl announced that the City of Richmond's Environmental Initiative Division in collaboration with Republic Services was hosting a Zoom webinar on July 7, 2022, regarding recycling. More information was available by visiting www.richmondenvironment.org or calling (510) 620-6285. Ms. Curl also announced the American Rescue Plan Act Covid-19 Relief Funds Virtual Community Forum on July 11, 2022, to receive community input on how to invest the funds. More information was available by calling (510) 307-8016. Ms. Curl encouraged the community to subscribe to the City Manager's Weekly Report on the City of Richmond's website.

M. ABATEMENT REPORT FROM THE PUBLIC WORKS DIRECTOR - 1st Tuesday (public comment allowed under Open Forum)
Public Works Director Joe Leach presented a PowerPoint that highlighted the following:
neighborhood dumpster days and assistance for seniors/disabled persons; illegal dumping; encampment and weed abatement; graffiti removal; and partnerships. The council requested a written report regarding illegal dumping fines; recommendations for how to keep the city clean; and apprehension of violators. The council recommended calibrating fines according to the amount of illegally dumped material.

N. OPEN FORUM FOR PUBLIC COMMENT
The following individuals gave comments via teleconference:

Khoa Nguyen, Alexander Caine, Peggy Chou, and Benjamin Therriault urged the council to negotiate a fair and competitive contract with the Richmond Police Officers Association (RPOA) to recruit and retain police officers. The group expressed concerns regarding the reduced police force and low morale.

Madalyn Law expressed concerns that the Mira Flores housing project had not been placed on the City Council agenda. Ms. Law urged the council to receive a report on the project before its August 2022 recess.

Don Gosney announced that the Plumbers and Steamfitters Local 342 was accepting online apprenticeship applications starting on August 1, 2022, by visiting www.ua342.org or calling Mr. Gosney at (510) 685-2403.

Mark Wassberg gave comments in support of Richmond police officers. Mr. Wassberg expressed concerns regarding the City of Richmond's business tax and impact on businesses. Mr. Wassberg encouraged the community to visit his Facebook social media page to view videos of the conditions at the Rydin Road and Castro Street encampments.

Naomi Williams expressed concerns regarding the excessive noise level from illegal fireworks in Richmond on July 4, 2022. Ms. Williams inquired about what could be done to stop the use of illegal fireworks. Ms. Williams also expressed concerns regarding the lack of police officers in Richmond.

Sandra Garcia expressed concerns regarding vehicle sideshows near Key Boulevard and Barrett Avenue. Ms. Garcia informed the council that plans for a round-about at the intersection were previously drawn but never moved forward. Ms. Garcia announced that 40 residents signed a petition requesting the city to review this matter and help the residents solve the problem.

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Rodney Alamo Brown announced that Soulful Softball Sundays at Nicholl Park was launching on August 28, 2022. Mr. Brown requested the council's support by waiving the park rental fees and participating in the event.

Javier Arbona-Homar gave comments in support of Item O.2.a regarding street safety improvements and urged the council to reach out to the residents on Carlson Boulevard.

Councilmember Bates thanked the Police Department for its outstanding work despite the reduction of officers. Councilmember Bates assured the RPOA that the council was working diligently to complete the contract negotiation. Councilmember Bates announced that Leonard Livingston recently passed and recommended that the City of Richmond did something exceptional to recognize Mr. Livingston.

O. CITY COUNCIL CONSENT CALENDAR
Motion by Councilmember Johnson III
Seconded by Vice Mayor Martinez
To approve all items on the Consent Calendar except Item O.2.a.

Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, Vice Mayor Martinez, and Mayor Butt
Passed (7 to 0)
O.1 City Clerk's Office
O.1.a Voting Delegate and Alternate – League of California Cities 2022 Annual Conference
DESIGNATE Mayor Tom Butt as voting delegate and Eduardo Martinez as an alternate to represent the City of Richmond at the Annual Business Meeting of the League of California Cities’ 2022 Annual Conference, to be held in Long Beach at the Long Beach Convention Center, Wednesday, September 7 through Friday, September 9, 2022 – City Clerk’s Office (Pamela Christian 510-620-6513).

O.2 City Council
O.2.a Street Safety improvements
DIRECT staff to address interim solutions to street safety concerns (prior to our Local Road Safety Plan being finalized and funded) such as dangerous pedestrian crossings along Carlson Boulevard and sideshows at Key Boulevard & Barrett Avenue, May Road & Santa Rita Road as well as at other locations – Councilmembers Gayle McLaughlin (510) 620- 6581 and Claudia Jimenez (510) 620-6565, and Vice Mayor Eduardo Martinez (510) 620-6593.

Councilmember McLaughlin introduced the matter. Councilmembers McLaughlin, Jimenez, and Vice Mayor Martinez provided an oral report.

Discussion ensued. The following individuals gave comments via teleconference: Max Fefer, Mark Wassberg, Garland Ellis, Ilona Clark, Jan Mignone, Hulan Barnett, Don Gosney, Jamin Pursell, Shelley Trask, Jim Hanson, Naomi Williams, Madalyn Law, Oscar Garcia, Leisa Johnson, Steve Bischoff, Amanda Jenkins, Ben Therriault, and Eli Moore.

Further discussion ensued. The council advised that downtown Richmond

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was also an area of traffic safety concern; and suggested residents contact the City Council Office to identify additional locations that needed solutions.

Main Motion
Motion by Councilmember Willis
Seconded by Councilmember McLaughlin
To call the question to end debate and bring the matter to an immediate vote.

Substitute Motion
Motion by Councilmember Bates
Seconded by Councilmember Johnson III
To approve the item and direct staff to evaluate traffic safety and return to the council with a recommendation for locations and the type of traffic calming measures for the council to consider.

Ayes (6): Councilmember Bates, Councilmember Jimenez,
Councilmember Johnson III, Councilmember McLaughlin,
Councilmember Willis, and Vice Mayor Martinez
Noes (1): Mayor Butt
Passed (6 to 1)
O.3 Finance Department
O.3.a Ordinance Allowing for the Credit of Rent Board Fees Paid By Landlords With Four or Fewer Rental Units Against the Gross Receipts Tax Obligation and Amnesty Program for Residential Rental Properties INTRODUCE an ordinance (first reading) allowing landlords with four or fewer residential units to credit their paid Rent Board fees against their gross receipts tax obligation; and ADOPT a resolution authorizing the Finance Department to offer a Business Tax Amnesty Program for a period commencing on July 1, 2022, and ending on August 15, 2022, for residential rental property businesses with unpaid business licenses – Finance Department (Delmy Cuellar 510-620-6740/ Antonio Banuelos 510-620-6741).

Adopted Resolution No. 98-22
O.4 Human Resources
O.4.a Resolution Amending the Salary Schedule to Add Newly Established Classifications and Amend Position Control
ADOPT resolutions amending the salary schedule to add Electrician I/II (flexibly-staffed) and Senior Electrician classifications and salary ranges, and amending the salary schedule to update the bargaining unit assignment and salary ranges for the Deputy Director of Public Works-Operations and Maintenance and Deputy Director of Finance (Budget and Financial Services) and the salary range for Police Officer Trainee; AMEND Public Works authorized staffing (i.e., position control) to retitle the current Electricians to Electrician I/II and to add one (1) Senior Electrician

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position to be reallocated from one Electrician I/II position after a promotional examination is conducted; and APPROPRIATE funds for associated wages, salaries, and compensation for the Electrician I/II and Senior Electrician positions – Human Resources Department (Sharrone Taylor 510-620-6803).

Adopted Resolution Nos. 99-22 and 100-22
O.4.b Second Contract Amendment with Regional Government Services (RGS) to Provide Temporary Services and Support in Several Critical Areas to the City on an As-Needed Basis
APPROVE a second contract amendment with Regional Government Services to increase the contract amount by $300,000, for a new total payment limit not to exceed $700,000, for the provision of expertise in a variety of functional areas such as Human Resources, Financial Management, and Accounting – Human Resources Department (Sharrone Taylor 510-620-6803).

O.5 Public Works
O.5.a Proposed Contract with Community Fire Protection.

APPROVE a three-year contract with Community Fire Protection in the amount of $32,448 to provide annual East Bay Municipal Utility District (EBMUD) mandatory testing and repair of backflows in various City buildings, parks and right-of-ways, with an additional two-year extension option of $21,632. The contract term will be from July 1, 2022, to June 30, 2025 – Public Works Department (Joe Leach 510-620-5478/Greg Hardesty 510-620-6920/Jose Urquilla 510-620-6896).

P. ITEM(S) FROM PREVIOUS MEETINGS
P.1 Resolution Establishing the Fiscal Year 2022-23 Residential Rental Housing Fee
ADOPT a resolution establishing the Fiscal Year 2022-2023 Residential Rental Housing Fee in the amount of $226.00 per Controlled Rental Unit and $127.00 per Partially Covered Rental Unit – Rent Program (Nicolas Traylor 620-6564).

This item was continued from the June 21, 2022, meeting.

Consider if budget should be modified to provide General Fund support at historic level and if revised cost study should be performed by parties.

Executive Director of Rent Program Nicolas Traylor presented a PowerPoint that highlighted the following: purpose and mission; landlord/tenant counseling, outreach, and enforcement; expense and revenue summary; and proposed fee and comparisons. Discussion ensued. The following individuals gave comments via teleconference: Ilona Clark, Mark Wassberg, Emily Ross, and Amanda Jenkins.

Further discussion ensued. The council requested the number of affordable housing landlords in Richmond that were eligible for a credit of Rent Board fees pursuant to Item O.3.a. The council advised there were complaints from residents of the Cresent Park Apartments regarding alleged harassment by the onsite manager and threats of eviction.

Motion by Councilmember Willis
Seconded by Councilmember McLaughlin

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To approve the item. A friendly amendment made by Councilmember McLaughlin, directing staff to return to the council with an updated reimbursement agreement that included that the Rent Program would reimburse the city for any funding as determined by a revised study of services that the city provided to the Rent Program, was accepted.

Ayes (5): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, and Councilmember Willis Noes (1): Mayor Butt
Abstentions (1): Vice Mayor Martinez
Passed (5 to 1)
Adopted Resolution No. 101-22
Q. PUBLIC HEARINGS
Q.1 Ballot Approval to Renew the Downtown Richmond Property and Business Improvement District
ADOPT a resolution renewing the Downtown Richmond Property and Business Improvement District (DRPBID), approving the assessment formula, and levying the assessments – City Manager’s Office (Shasa Curl/Thomas Omolo/Lizeht Zepeda 510-620-6512).

Continued to the July 19, 2022, City Council meeting.

Q.2 Public Hearing to Adopt a Resolution to Establish an Underground Utility District on Pierce Street and San Mateo Street Pursuant to Electric Rule 20A ADOPT a resolution: (1) Finding that the public necessity, health, safety and/or welfare requires the removal of poles, overhead wires and associated overhead structures and underground installation services along Pierce Street and San Mateo Street; and (2) Establishing Underground Utility District No. 2022-1 on Pierce Street and San Mateo Street; and (3) Approving the use of the Rule 20-A funding by Pacific Gas & Electric (PG&E) to pay for the cost associated with the underground of the electric distribution within the District – Public Works Department (Joe Leach 510-620-5478).

City Clerk Pamela Christian announced that it was time, pursuant to public notice, to hold a public hearing. Director of Public Works Joe Leach introduced the matter. Former Public Works Director (Annuitant) Yader Bermudez presented a PowerPoint that highlighted the impacted areas near Central Avenue at Interstate

80. Discussion ensued. Mayor Butt declared the public hearing opened. There were no public speakers via teleconference. Mayor Butt closed the public hearing.

Motion by Councilmember Willis
Seconded by Councilmember Johnson III
To adopt said resolution.

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R. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
None.

S. ADJOURNMENT
The regular meeting adjourned at 9:34 p.m. Closed Session reconvened at 9:38 p.m. with Councilmembers Johnson III and Willis absent. Closed Session adjourned to Open Session at 9:52 p.m. Interim City Attorney Dave Aleshire announced that regarding Item C.4, the initiation of litigation concerning Riggers Loft Wine Company, staff gave a status report and the council provided direction on negotiations of a settlement. No other reportable action was taken.

There being no further business, the meeting adjourned at 9:56 p.m., to meet again on July 19, 2022, at 6:30 p.m.

Clerk of the City of Richmond Mayor

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RICHMOND, CALIFORNIA, July 19, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION The Richmond City Council Evening Open Session was called to order at 5:00 p.m. by Mayor Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: None.

C. CLOSED SESSION
C.1 LIABILITY CLAIMS (Government Code Section 54956.9)
 GEICO
C.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9)  City of Long Beach v. Monsanto Company et al.

C.3 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED
LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 Two potential cases:

1. Monsanto

2. Richmond Grown
C.4 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
 Agency Representatives: Jaclyn Gross, Sharrone Taylor, Teresa Fairbanks Employee organizations:

1. SEIU Local 1021 Full-Time Unit and Part-Time Unit

2. IFPTE Local 21 Mid-Level Management Unit and Executive Management Units

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.5 PUBLIC EMPLOYEE APPOINTMENT (Government Code Section 54957.6)
 Title: City Attorney

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D. PUBLIC COMMENT BEFORE CLOSED SESSION
Mayor Butt announced his recusal from Item C.3 regarding Richmond Grown because the project involved a client of his architectural firm.

The following individuals gave comments via teleconference regarding Item C.4: Don Nelson, Mark Hall, Michael Pagaling, Peggy Chou, Ruben Munguia, Elizabeth Bashan, Donald Patchin, Ethan Katz, Kevin Lemus, Raymond Wendell, Ben Therriault, Daniel Reina, and Alyssa Alvarado. Javier Nazario Santiago expressed concerns regarding damages by city trees to his property located at 610 Bissell Avenue and provided his phone number (916) 595-8820.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 5:29 p.m. with a five-minute recess.

Closed Session adjourned at 7:13 p.m.

F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 7:18 p.m. by Chair Thomas K. Butt via teleconference.

G. ROLL CALL

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The public comment instructional video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

K. AGENDA REVIEW
None.

L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Chair Martinez
Seconded by Commissioner Bates
To approve the Housing Authority Consent Calendar.

Ayes (7): Commissioners Bates, Jimenez, Johnson III, McLaughlin, Willis, Vice Chair Martinez, and Chair Butt
Absent (1): Housing Authority Tenant Commissioner Scott Passed (7 to 0)

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L.1 Continued Use of Teleconferencing
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

Adopted Resolution No. 2164
L.2 Housing Authority Minutes
APPROVE the minutes of the regular June 7, 2022, Richmond Housing Authority meeting and the special June 21, 2022, Richmond Housing Authority/City Council joint meeting - City Clerk's Office (Pamela Christian 510-620-6513).

M. ADJOURNMENT
There being no further business, the meeting adjourned at 7:25 p.m.

N. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The Regular Meeting of the Richmond City Council was called to order at 7:26 p.m. by Mayor Thomas K. Butt via teleconference.

O. ROLL CALL

Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Gayle McLaughlin, Demnlus Johnson III, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: None.

P. STATEMENT OF CONFLICT OF INTEREST
Mayor Butt announced his recusal from Item V.4.a regarding Richmond Grown LLC due to a conflict of interest.

Q. AGENDA REVIEW
Items V.1.a, V.5.b, and V.9.a were removed from the Consent Calendar for discussion at the end of the agenda.

R. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
Interim City Attorney reported the following actions: Regarding Item C.3 Monsanto litigation, there was a motion by Vice Mayor Martinez, seconded by Councilmember McLaughlin, that passed by a vote of 6-1 to opt out of the litigation, and for the city attorney to make a recommendation on legal counsel. Regarding Item C.4, the direction was given to the negotiators to proceed with the public safety negotiations and terms of negotiation.

S. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl reported on two neighborhood cleanup efforts in the North and East neighborhood and the Richmond Greenway in collaboration with Urban Tilth and Republic Services. Ms. Curl advised that the construction at the Booker T. Anderson Community Center had been delayed due to vandalism and staff was seeking onsite security. Ms. Curl assured the council and community that staff was actively working to address blight and illegal dumping as quickly as possible. Ms. Curl encouraged community members to contact the City Manager's Office at (510) 620-6512 if they had not received a response to their concerns. Ms. Curl announced that staff was scheduled to meet with the Hilltop neighborhood and would be rolling out a schedule for the Hilltop

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maintenance district, followed by Marina Bay, and the parks. Ms. Curl also reported that the lights were repaired in the Dornan Drive tunnel.

T. REPORT FROM THE REIMAGINING TASK FORCE - 3rd Tuesday (public comment allowed under Open Forum)
Task Force Member Randy Joseph provided an oral status report regarding the following:
unhoused interventions; YouthWORKS; Office of Neighborhood Safety; and the Community Crisis Response Program. Mr. Joseph announced that new task members were needed to fill vacancies.

U. OPEN FORUM FOR PUBLIC COMMENT
The following individuals gave comments via teleconference:

Ilona Clark suggested that public meeting teleconference participants should be allowed to see the number of other participants.

Madalyn Law expressed disappointment that the Mira Flores housing project had not been placed on the City Council agenda. Ms. Law expressed concerns regarding the lack of new housing developments on the south side of Richmond.

Daniel Barth, Randy Scott, and O'Neal Fernandez gave comments in support of Safe Organized Spaces (SOS) Richmond. Mr. Barth offered the third quarter report for SOS services provided to Richmond encampments by calling (510) 990-2686. Mr. Barth provided an overview of SOS services, goals, and partnerships. Mr. Scott and Mr.

Fernandez shared how being employed by SOS improved their lives.

Carole Johnson, Emily Ross, and Helen Haggerson expressed concerns regarding the labor contract negotiations with the Richmond Police Officers Association and the "me too" clause. Ms. Johnson suggested funds should be spread more equitably between essential programs and services that increased public safety.

Naomi Williams inquired about the portable toilets located in front of some Richmond residences. Ms. Williams also requested an update on when the new business was opening in the Pullman neighborhood at the old Tradeway building located at 350 Carlson Boulevard.

Linda Whitmore suggested that items removed from the Consent Calendar should be announced with a descriptive title for virtual meeting participants that may not have an agenda.

V. CITY COUNCIL CONSENT CALENDAR
Motion by Vice Mayor Martinez
Seconded by Councilmember Johnson III
To approve all items on the Consent Calendar except Items V.1.a, V.5.b, and V.9.a.

Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, Vice Mayor Martinez, and Mayor Butt
Passed (7 to 0)

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V.1 City Attorney's Office
V.1.a Amendment of the Downey Brand Agreement
APPROVE a first amendment with Downey Brand in the amount of $120,000, for a not to exceed total amount of $160,000, for the Point Molate/Guidiville litigation – City Attorney’s Office (Dave Aleshire 510- 620-6509).

Mayor Butt introduced the matter.

Motion by Councilmember Willis
Seconded by Councilmember Johnson III
To approve said amendment.

Ayes (5): Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, and Vice Mayor Martinez
Noes (2): Councilmember Bates and Mayor Butt
Passed (5 to 2)
V.2 City Clerk's Office
V.2.a Continued Use of Teleconferencing
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of Assembly Bill 361 – City Clerk’s Office (Pamela Christian 510-620- 6513).

Adopted Resolution No. 103-22
V.2.b City Council Minutes
APPROVE the minutes of the regular June 7, 21, and 28, 2022, City Council meetings and the special June 21, 2022, Richmond Housing Authority/City Council joint meeting - City Clerk's Office (Pamela Christian 510-620-6513).

V.3 City Council
V.3.a Approval of the Agreement with Aleshire and Wynder for City Attorney Services
APPROVE a sole source legal services agreement with Aleshire and Wynder for City Attorney services, with an agreement term beginning July 1, 2022, with a quarterly cost of approximately $400,000, and a total of $1,600,000 per year; and APPOINT Dave Aleshire as City Attorney – Councilmembers Demnlus Johnson III (510-620-6861) and Gayle McLaughlin (510-620-6565), and Mayor Tom Butt (510-620-6503).

V.3.b Explore the feasibility of implementing additional farmers markets, food hubs, and/or Foodieland events on a reoccurring basis
DIRECT staff to come back to the City Council in October of 2022 with a presentation that includes a menu of opportunities for the Council to examine for recurring open market food events in Richmond - Councilmember Gayle McLaughlin (510-620-6636).

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V.4 City Manager's Office
V.4.a Approve a Lease Amendment with Richmond Grown LLC APPROVE a lease agreement amendment with Richmond Grown, LLC. extending the term, modifying allowable uses, adding a sponsor program and modify sublease consent – City Manager’s Office (Lizeht Zepeda/James Atencio 620-6504/620-6653).

Mayor Butt abstained from this item due to a conflict of interest.

V.5 Economic Development
V.5.a Consultant Services for Solid Waste Franchise Agreement Analysis and Recommendations
APPROVE a contract with R3 Consulting Group, Inc to provide analysis and recommendations regarding the City’s Solid Waste Franchise Agreement, in the amount not to exceed $136,735, with the contract term beginning July 20, 2022, and ending December 31, 2023 – City Manager’s Office, Economic Development (Shasa Curl/Samantha Carr 510-620-5407).

V.5.b Professional Services to Develop and Provide Economic Analyses on Real Property Negotiations
APPROVE a second contract amendment with Land Econ Group in the amount of $50,000, for a total contract amount not to exceed $100,000, for professional services to develop and provide economic analyses on real property negotiations, for a term extending through June 30, 2024 – City Manager’s Office, Economic Development (Shasa Curl/Shané Johnson 510-620-6512).

Mayor Butt introduced the matter. Discussion ensued.

Motion by Vice Mayor Martinez
Seconded by Councilmember Willis
To approve said contract amendment.

Ayes (5): Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, and Vice Mayor Martinez
Noes (2): Councilmember Bates, and Mayor Butt
Passed (5 to 2)
V.6 Finance Department
V.6.a Investment and Cash Balance Report, and Monthly Overtime Reports for the Month of May 2022
RECEIVE the City’s Investment and Cash Balance Report and monthly Overtime Reports for the month of May 2022 – Finance Department (Delmy Cuellar 510-620-6740).

V.6.b Funding Strategy for Pension and OPEB Liability through a 115 Trust APPROVE an agreement with PARS and the execution of all necessary agreements and plan documents associated with establishment of the new IRS approved PARS 115 Combination (OPEB & Pension) Trust – Finance Department (Anil Comelo 510-620-6600/Delmy Cuellar 510-620-6790).

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V.6.c Ordinance Allowing for the Credit of Rent Board Fees Paid by Landlords with Four or Fewer Rental Units Against the Gross Receipts Tax Obligation
ADOPT an ordinance (second reading) allowing landlords with four or fewer residential units to credit their paid Rent Board fees against their gross receipts tax obligation – Finance Department (Delmy Cuellar 510- 620-6740/ Antonio Banuelos 510-620-6741).

Adopted Ordinance No. 10-22 N.S.

V.7 Library and Community Services
V.7.a Resolution to Accept and Appropriate Grant Funds Received from Janet Johnson with Sistas On The Links Golf Club for Instructional Summer Youth Golf Program at the Martin Luther King, Jr. Softball Field ADOPT a resolution to ACCEPT and APPROPRIATE grant funds, in the amount of $3,500 from Sistas On The Links Golf Club, to fund a summer youth golf program at Martin Luther King, Jr. Park – Library and Community Services (LaShonda White/Ranjana Maharaj/Tetteh Kisseh 510-620-6919).

Adopted Resolution No. 104-22
V.7.b Approve a Fee Waiver Policy and Partnership Policy APPROVE the City of Richmond’s fee waiver and partnership policies; and AUTHORIZE City staff to make administrative changes to both policies and corresponding applications, as necessary, to improve the successful implementation of both policies - Library and Community Services (LaShonda White/Ranjana Maharaj 510-620-6828).

V.8 Mayor's Office
V.8.a Appointment(s) to the Economic Development Commission APPROVE appointment(s) to the Economic Development Commission:

APPOINT Nicole Reams, new appointment, seat #8, term expiration date March 30, 2025 – Mayor’s Office (Mayor Tom Butt 510-620-6503).

V.8.b Appointment(s) to the Reimagining Public Safety Task Force APPROVE appointment(s) to the Reimagining Public Safety Task Force:

APPOINT Steve Bischoff, new appointment, term expiration date June 30, 2024 – Mayor’s Office (Mayor Tom Butt 510-620-6503).

V.9 Police Department
V.9.a Approval of Agreement with Contra Costa County for Animal Services APPROVE a two-year contract with Contra Costa County for animal services, with automatic renewal for successive three-year periods until either party terminates the contract, with an amount not to exceed $877,736 during Fiscal Year 2022-2023, and $1,003,284 during Fiscal Year 2023-2024, with a term beginning July 1, 2022, and ending June 30, 2024 - Police Department (Acting Chief Louie Tirona 510-621-1802).

Mayor Butt introduced the matter. Discussion ensued. The following individuals gave comments via teleconference: Steve Burdo, Elsa Stevens, and Laureen Lober. Further discussion ensued.

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Motion by Councilmember Bates
To recommend the mayor appointed a three-person committee to begin to pursue a possible joint powers authority with the other cities in west county. Mayor Butt agreed to appoint an ad-hoc committee.

Motion by Vice Mayor Martinez
Seconded by Councilmember McLaughlin
To approve said contract.

Ayes (5): Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, and Vice Mayor Martinez
Noes (2): Councilmember Bates, and Mayor Butt
Passed (5 to 2)
V.9.b Contract with Bay Area Marine Services (BAMS)
APPROVE a three-year contract with Bay Area Marine Services, in a total amount not to exceed $50,000, for repairs and maintenance to Richmond Police Department’s marine vessels, with a term beginning August 1, 2022, and ending July 31, 2025 – Police Department (Acting Chief Louie Tirona 510-621-1802).

V.9.c Third contract amendment with Allied Universal Security to add services at Booker T. Anderson Community Center.

APPROVE a third contract amendment with Allied Universal for additional security guard services at Booker T. Anderson Community Center to increase the contract amount by $119,348.40, for a new total payment limit not to exceed $1,183,698.40, with a term expiring on December 31, 2022 – Police Department (Acting Chief Louie Tirona 510- 621-1802).

V.10 Public Works
V.10.a Pogo Park Contract Amendment for Harbour 8 Park Expansion APPROVE a first contract amendment in the amount of $5,370,000 with Pogo Park for the construction phase of the Harbour 8 Park expansion project, for a total contract amount not to exceed $6,959,500, and a term extending through June 30, 2024 – Public Works Department (Joe Leach 510-620-5478/Greg Hardesty 510-620-6920).

V.10.b Final Approval of the Local Roadway Safety Plan
ADOPT a resolution approving the Local Roadway Safety Plan – Public Works Department (Joe Leach/Patrick Phelan 510-307-8111).

Adopted Resolution No. 105-22
V.10.c Resolution Accepting and Appropriating the Urban Flood Protection Grant Award
ADOPT a Resolution Accepting and Appropriating the Urban Flood Protection Grant Award of $1,598,844 for the Flood Risk Reduction in the Rheem Creek Watershed Project – Public Works Department (Joe Leach/Patrick Phelan 510-307-8111).

Adopted Resolution No. 106-22

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V.10.d Sole Source Contract with American Rivers in an amount not to exceed $300,500 for the Flood Risk Reduction in the Rheem Creek Watershed Project
ADOPT a resolution to approve a sole-source professional services contract with American Rivers in an amount not to exceed $300,500 for the grant-funded Flood Risk Reduction in the Rheem Creek Watershed Project – Public Works Department (Joe Leach/Patrick Phelan 510-307- 8111).

Adopted Resolution No. 107-22
W. PUBLIC HEARINGS
W.1 Ballot Approval to Renew the Downtown Richmond Property and Business Improvement District
ADOPT a resolution renewing the Downtown Richmond Property and Business Improvement District (DRPBID), approving the assessment formula, and levying the assessments – City Manager’s Office (Shasa Curl/Thomas Omolo/Lizeht Zepeda 510-620-6512). This item was continued from the July 5, 2022, meeting.

City Clerk Pamela Christian announced that it was time, pursuant to public notice, to hold a public hearing. Senior Business Assistant Officer Lizeht Zepeda, Richmond Mainstreet Initiative Executive Director Andrea Portillo-Knowles, and Kelly Rankin of Civitas Advisors presented a PowerPoint that highlighted the following: DRPBID renewal process; Richmond Mainstreet Initiative 2017-2022 DRPBID impact; and future goals. Discussion ensued. Mayor Butt declared the public hearing opened. There were no public speakers via teleconference. Mayor Butt closed the public hearing.

Motion by Councilmember Johnson III
Seconded by Councilmember Willis
To adopt said resolution.

Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, Vice Mayor Martinez, and Mayor Butt
Passed (7 to 0)
Adopted Resolution No. 108-22
X. NEW BUSINESS
X.1 Information Item on Issuance of Taxable Pension Refunding Bonds, Series 2022 ("2022 Refunding Bonds")
RECEIVE report, CONSIDER staff recommendations, and PROVIDE guidance on structuring the 2005 Pension Bond Refunding – Finance Department (Anil Comelo 510-620-6609/Delmy Cuellar 510-620-6790/Antonio Banuelos 510-620- 6741).

City Manager Shasa Curl introduced the matter. Financial Advisor Mark Northcross and Mike Meyer of NHA Advisors presented a PowerPoint that highlighted the following: revisiting the city's current pension situation; update on pension tax override actuarial analysis; and preliminary restructuring options and recommendations. Discussion ensued.

Motion by Vice Mayor Martinez
Seconded by Councilmember McLaughlin

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To adopt the 2044 amortization schedule.

Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, Vice Mayor Martinez, and Mayor Butt
Passed (7 to 0)
X.2 Rent Control Amendment for November 2022 Ballot
DIRECT staff to prepare a resolution for the July 26, 2022, City Council agenda to submit to the City of Richmond electorate at the general Municipal Election to be held on November 8, 2022, an initiative to adjust the maximum allowable rent increase on rent-controlled units to 60 percent of CPI or three (3) percent (whichever is lower) - Councilmember Gayle McLaughlin (510-620-6636).

Councilmember McLaughlin introduced the matter and provided an oral report.

The following individuals gave comments via teleconference: Elsa Stevens, Vahe Minassian, Ilona Clark, Don Gosney, Fallon Scoggins, Lissandra Lozano, Leah Simon-Weisberg, Chris Moore, Suilma (last name not stated), Edith Pastrano, Matt Noble, Christina (last name not stated), Tuan Ngo, Derek Barnes, Elizabeth Kohler, Raul Vasquez, Emily Ross, Jeannie Llewellyn, Loraine Pitre, and Patricia Aguiar. Discussion ensued.

Motion by Councilmember McLaughlin
Seconded by Councilmember Willis
To direct staff to prepare said resolution.

Ayes (4): Councilmember Jimenez, Councilmember McLaughlin, Councilmember Willis, and Vice Mayor Martinez
Noes (2): Councilmember Bates, and Mayor Butt
Abstentions (1): Councilmember Johnson III
Passed (4 to 2)
Y. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
None.

Z. ADJOURNMENT
There being no further business, the meeting adjourned at 10:35 p.m., in memory of Jimmie Rampoldi, Carol Redmon, and Glenda Perry, to meet again on July 26, 2022, at 6:30 p.m.

Clerk of the City of Richmond Mayor

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RICHMOND, CALIFORNIA, July 19, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. SPECIAL COUNCIL MEETING OF THE RICHMOND CITY COUNCIL The Special Meeting of the Richmond City Council was called to order at 4:00 p.m. by Mayor Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, and Mayor Thomas K. Butt. Absent: Councilmember Nathaniel Bates and Vice Mayor Eduardo Martinez arrived after the roll was called.

C. STATEMENT OF CONFLICT OF INTEREST
None.

D. PUBLIC COMMENT - LIMITED TO ITEMS ON THE AGENDA ONLY There were no public speakers via teleconference.

E. NEW BUSINESS
E.a Mandatory Disclosure Training on Issuance of Taxable Pension Refunding Bonds, Series 2022 ("2022 Refunding Bonds")
RECEIVE Mandatory Disclosure Training – Finance Department (Delmy Cuellar 510-620-6740).

Municipal Advisor Mark Northcross of NHA Advisors introduced the matter.

Disclosure Counselor Kim Byrens of Best, Best & Krieger Attorneys at Law conducted the training by presenting a PowerPoint that highlighted the following:
overview of disclosure; anti-fraud regulations; preliminary and final official statements; duty of public officials; continuing disclosure agreement; consequences of violation and enforcement actions; California Debt and Investment Advisory Commission disclosure requirements; and disclosures during the Covid-19 pandemic. Discussion ensued. The council requested a memorandum be included with bond issuance documents that identified the most important parts for the council to review. The council suggested that a disclosure be made regarding the city's existing state audit.

F. ADJOURNMENT
There being no further business, the meeting adjourned at 4:59 p.m.

Clerk of the City of Richmond Mayor

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RICHMOND, CALIFORNIA, July 26, 2022
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION The Richmond City Council Evening Open Session was called to order at 4:00 p.m. by Mayor Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent:

Councilmember Melvin Willis arrived after the roll was called.

C. CLOSED SESSION
C.1 LIABILITY CLAIMS (Government Code Section 54956.9)
 GEICO
 Douglas Frevele v. City of Richmond
 Terry Ellis v. City of Richmond
C.2 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED
LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 Pacific Gas and Electric (PG&E)
 Riggers Loft Wine Company
C.3 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
 Agency Representatives: Jaclyn Gross, Sharrone Taylor, Teresa Fairbanks Employee organizations:

1. SEIU Local 1021 Full-Time Unit and Part-Time Unit

2. IFPTE Local 21 Mid-Level Management Unit and Executive Management Units

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
C.4 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north Agency negotiator: Lizeht Zepeda, Dave Aleshire, and Shasa Curl Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment

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D. PUBLIC COMMENT BEFORE CLOSED SESSION (public comment limited to Closed Session items only)
The following individuals gave comments via teleconference:

Scott Hanks, Madalyn Law, and Bendrick Foster regarding Item C.4, Miraflores housing development.

Mark Hall, Peggy Chou, John Ecker, Joanna Grivetti, Michael Pagaling, Jose Salala, Tom Tran, Gonzalo Ochoa, Jason Mallari, Benjamin Therriault, Kelsey Shanks, Alyssa Alvarado, Donald Patchin, Ethan Katz, and Elizabeth Bashan regarding Item C.3, Richmond Police Officers Association labor negotiations.

Mayor Butt announced his recusal from Item C.2 because PG&E was a client of his architectural firm.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 4:38 p.m. Closed Session adjourned at 7:12 p.m.

F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 7:15 p.m. by Chairperson Thomas K. Butt via teleconference.

G. ROLL CALL

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The public comment instructional video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

K. AGENDA REVIEW
None.

L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Commissioner McLaughlin
Seconded by Vice Chairperson Martinez
To approve the Housing Authority Consent Calendar.

Ayes (8): Commissioners Bates, Jimenez, Johnson III, McLaughlin, Willis, Vice Chairperson Martinez, Chairperson Butt, and Housing Authority Tenant Commissioner Scott
Passed (8 to 0)

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L.1 Contract Amendment with Financial Consultant Anthony Ma Regarding RHA Financial Matters
ADOPT a resolution approving a first contract amendment with Anthony Ma to provide financial consulting services (including Federal, State and Internal Revenue Service Audits) for the Richmond Housing Authority, in the amount of $90,000, for a total amount not to exceed $100,000, and extending the term to June 30, 2023 - Richmond Housing Authority/Finance Department (Nannette J.

Beacham 510-621-1300/Delmy Cuellar 510-620-6740).

Adopted Resolution No. 2165
M. HOUSING AUTHORITY NEW BUSINESS
M.1 Update on the Public Housing Agencies Recovery and Sustainability (PHARS) Agreement and Financial Update
RECEIVE a presentation updating the Richmond Housing Authority (RHA) Board of Commissioners and City Council on the 2019 Public Housing Agencies Recovery and Sustainability (PHARS) Agreement and overall, RHA outstanding financial matters - Richmond Housing Authority (Nannette J. Beacham/Delmy Cuellar 510-621-1300).

N. ADJOURNMENT
There being no further business, the meeting adjourned at 7:41 p.m.

O. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The Regular Meeting of the Richmond City Council was called to order at 7:41 p.m. by Mayor Thomas K. Butt via teleconference.

P. ROLL CALL

Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Gayle McLaughlin, Demnlus Johnson III, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: None.

Q. STATEMENT OF CONFLICT OF INTEREST
None.

R. AGENDA REVIEW
Motion by Mayor Butt
Seconded by Councilmember Bates
To limit speakers to one minute per item for public comment.

Ayes (3): Councilmember Bates, Councilmember Johnson III, Mayor Butt Noes (4): Councilmember Jimenez, Councilmember McLaughlin, Vice Mayor Martinez, and Councilmember Willis
Failed (3 to 4)

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Item Y.10 was moved for discussion before Open Forum. Item W.1.a and W.6.b were removed from the Consent Calendar for discussion at the end of the agenda. Item Y.8 was continued to the October 25, 2022, City Council meeting.

Motion by Councilmember McLaughlin
Seconded by Councilmember Jimenez
To move Item W.1.a immediately following approval of the Consent Calendar. A friendly amendment made by Councilmember Jimenez to also move Item W.6.b after approval of the Consent Calendar immediately following Item W.1.a was accepted.

DURING CLOSED SESSION
Interim City Attorney Dave Aleshire reported that Council direction was given as follows: to the negotiators regarding Item C.2 in the arbitration matter involving PG&E; to the negotiators regarding Item C.3 concerning the Richmond Police Officers Association; and for further discussions with the developer, Mira Flores Community Devco, LLC, regarding item C.4.

T. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl announced that a PG&E virtual town hall meeting was scheduled for July 28, 2022, to discuss plans and wildfire safety. Ms. Curl also announced the 7th Annual Richmond Promise Scholarship Celebration was scheduled for July 30, 2022. Ms. Curl welcomed the City of Richmond's new Deputy Director of Community Services Library Diana Lopez. Ms. Curl announced that the Library Children Services Division's summer outreach in the community was underway and free books were being offered at King Elementary School on July 27, 2022. More information was available by calling the Library at (510) 620-6557 or by visiting the Richmond Library's Facebook social media page.

U. CRIME REPORT FROM POLICE CHIEF - 4th Tuesday (public comment allowed under Open Forum)
Chief of Police Bisa French reported the following Richmond crime statistics: violent crime overall decreased by 14 percent with increases in robberies and decreases in all other assaults; overall decrease in property crime of 17 percent with the most significant decrease in residential burglaries from 17 to 3; Police Beat 7 in the North and East neighborhood continued to be the area for the highest calls for service and incident reports. Police Chief French also reported that there was currently only one parking enforcement officer and there was 185 vehicle impounds over the past month.

V. OPEN FORUM FOR PUBLIC COMMENT
The following individuals gave comments via teleconference:

Mark Wassberg gave comments regarding voting and potential future mayors of Richmond.

Philip Rosenthal commended the Richmond Housing Authority for its accomplishments.

Mr. Rosenthal expressed concerns regarding long City Council meetings. Mr. Rosenthal gave comments regarding Richmond crime statistics and unreported crimes.

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Yenny Garcia expressed concerns regarding politics in the world and specifically in Richmond. Ms. Garcia urged the council to set aside political egos and consider the consequences of their actions on the community collectively.

Sally Tobin expressed concerns regarding the wording in the contract for Item W.9.d. concerning "up to three" presentations to City Council and public information meetings.

Ms. Tobin suggested the wording should be more specific.

Karla Perez invited the community to the Richmond National Night Out Kickoff Party at the Coronado Neighborhood Council site at 5:00 p.m. on August 2, 2022. Ms. Perez urged community members that were voting in the November 2022 General Election to do their homework and make wise choices.

Soheila Bana gave comments regarding safety and how essential it was for neighbors to get together. Ms. Bana urged the council to consider waiving fees for neighborhood block parties.

Carolyn Conry gave comments in support of Item W.2.a. regarding digitizing fire prevention records.

Carole Johnson commended the council for moving the community in a progressive direction.

W. CITY COUNCIL CONSENT CALENDAR
Motion by Councilmember Willis
Seconded by Councilmember Johnson III
To approve all items on the City Council Consent Calendar except Items W.1.a and W.6.b.

Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Vice Mayor Martinez, Councilmember Willis, and Mayor Butt
Passed (7 to 0)
W.1 City Attorney's Office
W.1.a Rent Control Amendment for November 2022 Ballot
ADOPT a resolution to submit to the City of Richmond electorate at the General Municipal Election to be held on November 8, 2022, an initiative to adjust the maximum allowable rent increase on rent-controlled units to 60 percent of CPI or three percent, whichever is lower – City Attorney’s Office (Dave Aleshire 510-620-6509).

Interim City Attorney Dave Aleshire introduced the matter. Discussion ensued. The following individuals gave comments via teleconference:

Elsa Stevens, Michael Gliksohn, Carole Johnson, Rocio Pina, Vinay Pimple, Mark Wassberg, Eduvilla (last name not stated), Edith Pastrano, Ilona Clark, Gaby (last name not stated), unknown phone caller, Mister Phillips, Amanda Jenkins, Robin (last name not stated), Peter (last name not stated), Xin Ma, Christina Redse, Shiva Mishek, Juan Rodriguez, Jessi Taran, Fassil Fenikile, Sara Cantor, Andrea Mullarkey, and Tuan Ngo.

Further discussion ensued.

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Main Motion
Motion by Councilmember McLaughlin
Seconded by Councilmember Willis
To adopt said resolution. A friendly amendment made by Councilmember Bates to include a sunset clause of two years or that the sunset clause was for two years with the authorization of the majority council to extend at a later date was not accepted.

Ayes (5): Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Vice Mayor Martinez, and Councilmember Willis
Noes (2): Councilmember Bates, and Mayor Butt
Passed (5 to 2)
Adopted Resolution No. 109-22
Substitute Motion
Motion by Councilmember Bates
To include a sunset clause of two years.

Died for lack of a second
W.2 City Council
W.2.a Request for Proposals (RFP) for Scanning of Fire Prevention Services Division Files
DIRECT City staff to create a Request for Proposals (RFP) for third-party scanning of Richmond Fire Department Prevention Services Division files to digitize Wildland Urban Interface Inspections (WUI) inspection reports, notices, and other related processes, and for a software product to store the scanned information – Councilmember Eduardo Martinez (510-620-6593).

W.3 Economic Development
W.3.a CivicSpark AmeriCorps Fellows Contract Amendment
APPROVE a first amendment to the contract with Civic Well (formally Local Government Commission) for two fellows during the Fiscal Year 2022-2023 CivicSpark service year, increasing the contract amount by $63,000, for a total contract amount not to exceed $120,000, with a new agreement expiration term of December 31, 2023 – City Manager’s Office, Economic Development (Samantha Carr 510-620-5407).

W.4 Human Resources
W.4.a Approve a Third Contract Amendment with the Segal Group (Western States) DBA Segal to Update Classification and Compensation Data APPROVE a third amendment to the contract with The Segal Group, Inc. in the amount of $50,000, for a total amount not to exceed $330,000, to update compensation and classification data; and APPROVE the appropriation of these funds from the general fund reserve balance - Human Resources Department (Sharrone Taylor/Teresa Fairbanks 510- 620-6602).

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W.5 Information Technology
W.5.a Contract with Granicus for KCRT Audio-Video
APPROVE the purchase of legacy audio video equipment and services from Granicus in an amount not to exceed $19,102 – Information Technology Department (Sue Hartman 510-620-6874).

W.5.b Eleventh Contract with Tyler Technologies MUNIS for Application Upgrade Support, Training, and an Investment Assessment.

APPROVE the eleventh amendment to the contract with Tyler Technologies MUNIS Enterprise Resources Planning (ERP) System for the purchase of software and support services, increasing the amount by $30,400, with a total amount not to exceed $9,033,774.75 – Information Technology Department (Sue Hartman 510-620-6874/Sandi Wong 510- 620-6745).

W.6 Library and Community Services
W.6.a Fiscal Years 2021-2024 Richmond Department and Fund for Children and Youth Grant Awardee Renewals
APPROVE the renewal of 20 Richmond Fund for Children and Youth (RFCY) grants to youth-serving public and nonprofit organizations in a total amount not to exceed $1,620,000, from July 1, 2022, through June 30, 2023, with a one (1) one-year renewal option to extend through Fiscal Year 2023-2024, contingent upon performance and available RFCY funds; and AUTHORIZE the city manager or their designee to negotiate and execute grant service agreements, and any extension, with approved grantees – Department of Children and Youth (LaShonda White/Patrick Seals 510-620-6512).

W.6.b Contract with Urban Strategies Council to Conduct Research and Analysis of Various Community Crisis Response Program options
APPROVE a contract with Urban Strategies Council to conduct research and analysis of various Community Crisis Response Program options, for a total amount not to exceed $112,844, with a term beginning August 1, 2022, and ending June 30, 2024 – Library and Community Services Department (LaShonda White 510-620-6512).

Mayor Butt introduced the matter. The following individuals gave comments via teleconference: Randy Joseph, Deborah Small, Jessi Taran, Mark Wassberg, Sara Cantor, Marisol Cantu, Carole Johnson, and Luis Chacon. Discussion ensued. Interim Director of Community Services LaShonda White gave an overview of the staff recommendation.

Discussion ensued.

Motion by Councilmember Jimenez
Seconded by Councilmember Johnson III
To approve said contract.

Ayes (6): Councilmember Bates, Councilmember Jimenez,
Councilmember Johnson III, Councilmember McLaughlin, Vice Mayor Martinez, and Councilmember Willis
Noes (1): Mayor Butt
Passed (6 to 1)

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W.6.c Blink Network, LLC Contract Amendment for Charging Station Infrastructure and Maintenance
APPROVE a first contract amendment with Blink Network, LLC., increasing the sole source contract by $44,076.02, for a total not to exceed amount of $90,308.02, and to extend the term expiration to June 30, 2025 - Library and Community Services Department (LaShonda White/Denée Evans 510-621-1718).

W.7 Mayor's Office
W.7.a Vacant Seats on Richmond Boards, Commissions, and Committees ANNOUNCE current vacancies on the City of Richmond boards, commissions, and committees and ask that interested individuals send applications to the City Clerk’s Office - Office of the Mayor (Mayor Tom Butt 510-620-6502).

W.7.b Appointment(s) to update the Planning Commission
APPROVE an appointment(s) to the Planning Commission: APPOINT Jonathan Harrison, re-appointment, seat #1, term expiration date June 30, 2024; Bruce Brubaker, re-appointment, seat #4, term expiration date June 30, 2024; Masoomeh Sharifi Soofiani, re-appointment, seat #6, term expiration date June 30, 2024; Alpa Agarwal, re-appointment, seat #7, term expiration date June 30, 2024 - Office of the Mayor (Mayor Tom Butt 510-620-6503).

W.8 Police Department
W.8.a Five-Year Contract with NEOGOV to Provide Police Department Services.

APPROVE a five-year, sole-source contract with NEOGOV to provide automated customer notification (subscription) and informational services for citizens, and to provide online training and policy management for the Police Department's Personnel and Training Unit, in an amount not to exceed $100,000, with a term from July 1, 2022, through June 30, 2027 – Police Department (Bisa French/Louie Tirona 510-621-1802).

W.8.b Redaction Service for Body Worn Camera (BWC) Footage and Other Videos
APPROVE a first contract amendment with Veritone, Inc. to add $14,250, for a total not to exceed amount of $23,750, for redaction services to comply with State law under SB1421 pursuant to Public Record Act (PRA) requests for Body Worn Camera footage (BWC) and other videos possessed by the Richmond Police Department, for an extended term through November 30, 2023 – Police Department (Bisa French/Louie Tirona 510-621-1802).

W.9 Public Works
W.9.a Contracts for Swimming Pool Equipment, Parts, Supplies, and Services APPROVE contracts with (1) SCP Industries dba Lincoln Aquatics, and (2) Knorr Systems INT’L, LLC. to provide as needed equipment, parts, supplies and services to the Richmond Swim Center and Richmond Plunge, in an amount not to exceed $150,000 per vendor over a three-year period, with an option to extend an additional two years at $100,000 per vendor – Public Works Department (Joe Leach 510-620-5478).

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W.9.b Hilltop Landscape District Office Trailer and Yard Lease APPROVE a fifth lease amendment with North Richmond Properties, Inc., in an amount not to exceed $31,182, for a month-to-month term, for the rental of two office trailers and space to store containers and landscaping equipment – Public Works Department (Joe Leach 510-620-5478/Greg Hardesty 510-620-6920).

W.9.c Approval of Final Map and Authorize Execution of Subdivision Improvement Agreement for Cherry Blossom Row Development, a 100- Unit Condominium Development
ADOPT a resolution approving the Final Map for Subdivision [9609], “Cherry Blossom Row”; and AUTHORIZE the execution of a Subdivision Improvement Agreement with the subdivider, City Ventures Homebuilding, LLC., and complete recording thereof – Public Works Department (Joe Leach 510-620-5478).

Adopted Resolution No. 110-22
W.9.d Phase I of the Keller Beach Sanitary Sewer Feasibility Study ADOPT a resolution approving a sole-source contract with Coastland Engineering to conduct Phase I of the Keller Beach Sanitary Sewer Line Feasibility Study, in a total amount not to exceed $475,000, with a term beginning July 1, 2022, and ending June 30, 2023 – Public Works Department (Joe Leach 510-620-5478 /Mary Phelps 510-621-1269).

Adopted Resolution No. 111-22
W.9.e Resolution proposing Contract Amendment to Phase I of the Sludge Thickener Project
ADOPT a resolution to issue a contract amendment to Veolia Water for the contract change orders for the Sludge Thickener Project at the Wastewater Treatment Plant (WWTP) to Myers and Sons (construction), in an amount not to exceed $683,829 (contractor cost of $596,455 plus a

16.5 percent Veolia mark-up of $74,125), plus a contingency of $147,213 ($67,386.30 plus a 9 percent Veolia mark-up of $13,249) - Public Works Department (Joe Leach 510-620-5478/ Mary Phelps 510-621-1269).

Adopted Resolution No. 112-22
W.9.f Resolution Authorizing the City Manager to Execute Recurring Contracts with Contra Costa County, Stege Sanitary District, West County Wastewater District, West County Agency and the California State Water Resources Control Board
ADOPT a resolution authorizing the city manager to execute reoccurring contracts for Fiscal Year 2022-2023 with Contra Costa County, Stege Sanitary District, West County Wastewater District, West County Agency, and the State of California Water Resources Control Board at an aggregate annual amount of $931,683. The execution of these contracts shall not exceed the limits as set forth for the following: Contra Costa County North Richmond Storm Drain Pump Station - $75,000; Contra Costa County Clean Water Program - $365,000; California Water Resources Control Board - WWTP National Pollutant Discharge Elimination System (NPDES) - $125,000; California Water Resources Control Board - City of Richmond Stormwater NPDES permit - $37,500; California Water Resources Control Board - Sanitary Sewer Overflow Waste Discharge

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Requirement (SSO - WDR) Permit - $40,500; West County Agency - $250,000; Stege Sanitary District Sewer Use Fees Joint Powers Agreement (JPA) - $38,683 – Public Works Department (Joe Leach 510- 620-5478/Mary Phelps 510-621-1269).

Adopted Resolution No. 113-22
W.9.g Parchester Community Center ADA Improvements Contract Amendment APPROVE an additional appropriation of Community Development Block Grant (CDBG) funds, in the amount of $138,511, for a total contract amount not to exceed $478,511 with OK Construction, to complete ADA Improvements at the Parchester Community Center, located at located at 900 Williams Drive, Richmond – Public Works Department (Joe Leach 510-620-5486).

W.9.h Resolution Amending Fiscal Year 2022-2023 Budget for Third Amendment to the Cooperative Implementation Agreement with California Department of Transportation (Caltrans)
ADOPT a resolution amending the Fiscal Year 2022-2023 budget for the third amendment to the Cooperative Implementation Agreement with California Department of Transportation (Caltrans) to utilize additional funding for Construction of a Full Trash Capture Device at Bayview Avenue, in an amount not to exceed $3,270,000 – Public Works Department (Joe Leach 510-620-5478/Mary Phelps 510-621-1269).

Adopted Resolution No. 114-22
W.9.i Amend Contract with Ghilotti Bros., Inc.

ADOPT a resolution amending the construction contract with Ghilotti Bros., Inc., for construction of portions of Phase I of the Richmond Wellness Trail Project, in the amount of $100,000, utilizing ECIA Transportation Funds, for a total contract amount not to exceed $1,100,000 - Public Works Department (Joe Leach 510-620-5478).

Adopted Resolution No. 115-22
X. PUBLIC HEARINGS
X.1 Public Hearing for the Collection of the Sanitary and Storm Fees for Fiscal Year 2022-2023
HOLD a public hearing; and ADOPT a resolution approving a report of sewer service charges for Fiscal Year 2022-2023 allowing for the sanitary and stormwater fees to be collected on the annual 2022-2023 tax rolls – Public Works Department (Joe Leach 510-620-5478/Mary Phelps 510-621-1269).

City Clerk Pamela Christian announced that it was time, pursuant to public notice, to hold a public hearing. Water Resource Recovery Project Manager Mary Phelps introduced the matter. Mayor Butt declared the public hearing opened. There were no public speakers via teleconference. Mayor Butt closed the public hearing.

Motion by Councilmember Johnson III
Seconded by Councilmember Willis
To adopt said resolution.

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Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Vice Mayor Martinez, Councilmember Willis, and Mayor Butt
Passed (7 to 0)
Adopted Resolution No. 116-22
Y. NEW BUSINESS
Y.1 Police department and Fire department recruitment efforts RECEIVE a status report on the Police department and Fire department recruitment efforts – Human Resources Department (Sharrone Taylor 510-620- 6803).

Acting Interim Director of Human Resources Sharrone Taylor introduced the matter. Consultant Patricia Franciso of Municipal Resource Group (MRG) presented a PowerPoint that highlighted the recruitment goals and strategy.

Discussion ensued. Interim Human Resources Manager Teresa Fairbanks provided the police and fire vacancy report. The council requested the percentage of police new hires that left within the first year of service for the last five years; and the number of candidates for police and fire posted positions with recruitment and retention data. The following individuals gave comments via teleconference:

Jan Mignone, Amanda Jenkins, Mark Wassberg, Deborah Small, Randy Joseph, Carole Johnson, Michelle Milam, Alyssa Alvarado, Joanna Grivetti, L. Zephyr, Oscar Garcia, Luis Chacon, Sara Cantor, Steve Bischoff, Louis (last name not stated), Shiva Mishek, Mister Phillips, Jessi Taran, Soheila Bana, Raymond Wendell, Andrea (last name not stated), and Benjamin Therriault.

Y.2 Richmond Police Department Minimum Staffing Levels
APPROVE a minimum Richmond Police Department staffing of 165 sworn officers – Mayor’s Office (Mayor Tom Butt 510-620-6503) and Councilmember Nathaniel Bates (510-620-6547).

Items Y.2 and Y.3 were introduced together by Councilmember Bates and Mayor Butt. (At 10:59 p.m. - a motion was made by Councilmember Willis, seconded by Councilmember McLaughlin, to suspend the rules to complete the remaining items on the agenda. A substitute motion was made by Councilmember Johnson III, seconded by Mayor Butt, to extend the meeting to complete Items Y.2 and Y.3. A friendly amendment made by Councilmember McLaughlin to complete Items Y.2, Y.3., and Y.4 was not accepted. The substitute motion failed by the following vote: Ayes: Councilmember Johnson III and Mayor Butt. Noes: Councilmembers Bates, Jimenez, McLaughlin, Willis, and Vice Mayor Martinez. Abstained: None. Absent: None. The motion maker amended the main motion to suspend the rules and extend the meeting to complete Items Y.2, Y.3., and Y.4. The Main motion failed by the following vote: Ayes: Councilmembers Jimenez, McLaughlin, Willis, and Vice Mayor Martinez. Noes: Councilmembers Bates, Johnson III, and Mayor Butt.

Abstained: None. Absent: None. Another motion made by Councilmember Bates, seconded by Councilmember Johnson III, to extend the meeting to 11:30 p.m. passed by the unanimous vote of the City Council). Chief of Police Bisa French provided the current state of affairs, police staffing issues, and the benefits of the proposed minimum staffing level. Discussion ensued. The council requested the financial impact of the proposed minimum staffing level. (At 11:28 p.m. - a motion made by Councilmember Willis, seconded by Councilmember Johnson III, to suspend the rules to extend the meeting to complete Items Y.2 and Y.3 passed by the unanimous vote of the City Council). The following

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individuals gave comments via teleconference: Mark Wassberg, Oscar Garcia, Alix Mazuet, Eleanor Thompson, Michael Gliksohn, Mister Phillips, Deborah Small, Luis Chacon, Don Gosney, Randy Joseph, Emily Ross, Helene Burks, Olivia Johnson, Steve Bischoff, Yenny Garcia, Phillip Rosenthal, Jessi Taran, Andrea Mullarkey, Shawn Dunning, Jamin Pursell, Marisol Cantu, and Eunice (last name not stated).

Main Motion
Motion by Councilmember Bates
Seconded by Mayor Butt
To approve Item Y.2.

Substitute Motion
Motion by Councilmember Willis
Seconded by Councilmember Johnson III
To not commit to the 165 police recruitment levels and make the matter an ongoing item to address police staffing and service challenges to continue to develop strategies to effectively address it.

Ayes (5): Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Vice Mayor Martinez, and Councilmember Willis Noes (2): Councilmember Bates and Mayor Butt
Passed (5 to 2)
Y.3 Ballot Measure Regarding Richmond Police Department Minimum Staffing Levels
ADOPT a resolution to submit to the City of Richmond electorate at the General Municipal Election to be held on November 8, 2022, an Advisory Question to restore staffing levels in the Police Department to 165 sworn police officers to create a healthy workforce with minimum overtime – Mayor’s Office (Mayor Tom Butt 510-620-6503) and Councilmember Nathaniel Bates (510-620-6547).

Items Y.2 and Y.3 were introduced together.

Motion by Councilmember Bates
Seconded by Mayor Butt
To adopt said resolution.

Ayes (3): Councilmember Bates, Councilmember Johnson III, and Mayor Butt Noes (4): Councilmember Jimenez, Councilmember McLaughlin, Vice Mayor Martinez, and Councilmember Willis
Failed (3 to 4)
Y.4 Rydin Road Encampment Sunsetting Program
MANDATE the sunset date of the Rydin Road encampment as August 31, 2022; APPROVE a fifth contract amendment in an amount not to exceed $135,966, with Housing Consortium of the East Bay and extend the contract term to August 31, 2022, for a total not to exceed amount of $695,966; AUTHORIZE the city manager or her designee to negotiate and execute contracts for the administration of flex funds with a community-based organization; and CONTINUE collaboration with Contra Costa County (CCC) H3 and C.O.R.E. programs to

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provide needed supportive services to residents at Rydin Road prior to abatement – City Manager’s Office (Shasa Curl 510-620-6512).

Continued to the August 1, 2022, City Council special meeting.

Y.5 R3f Strategic Planning and Governance Advisor Contract APPROVE a contract with Dalberg, in an amount not to exceed $125,000, for a term beginning July 26, 2022, and ending June 30, 2023, to prepare a Strategic Plan and Governance Structure for the Richmond Rapid Response Fund (R3F); and AUTHORIZE the city manager to enter into a Memorandum of Agreement with the West Contra Costa Public Education Fund to accept their $25,000 contribution towards this work – Community Development Department (Lina Velasco 510-620-6741).

Continued to the August 1, 2022, City Council special meeting.

Y.6 Contract for Castro Encampment Resolution Project Manager APPROVE a contract with Way2Love, Inc., in an amount not to exceed $235,000, for a term beginning July 26, 2022, and ending June 30, 2024, to provide project management services for the Castro Encampment Resolution Project to be funded by the City’s Encampment Resolution Funding grant – Community Development Department (Lina Velasco 510-620-6841/Jesus Morales 510-620-6649).

Continued to the August 1, 2022, City Council special meeting.

Y.7 Richmond Industrial Safety Ordinance 2021 Annual Report by Contra Costa Health Services
RECEIVE a presentation by Contra Costa Health Services of the 2021 Annual Richmond Industrial Safety Ordinance report pursuant to Richmond Municipal Code Section 6.43.160 – Community Development Department (Lina Velasco 510-620-6841).

Continued to the October 25, 2022, City Council meeting.

Y.8 Receive a Quarterly Update from PG&E
RECEIVE a quarterly presentation from Pacific Gas and Electric (PG&E) – Public Works Department/City Manager’s Office (Joe Leach/Samantha Carr 510- 620-5407).

Continued to the October 25, 2022, City Council meeting.

Y.9 Recommendation from the Community Police Review Commission RECEIVE a report from the Community Police Review Commission Council Liaison on recommendations to the City Council – Councilmember Claudia Jimenez (510-620-6565).

Continued to the October 25, 2022, City Council meeting.

Y.10 2005 Pension Bond Refinancing/Restructuring, approving bond sale documents and revised fees for underwriter and consultants ADOPT a resolution authorizing the sale of the taxable pension refunding bonds, and approving an official statement for such bonds, approving the execution of the bond purchase agreement, a continuing disclosure certificate, and escrow agreements, and approving and directing related matters in connection therewith and approving increased fees for underwriter, bond counsel disclosure counsel,

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and other city consultants as provided in the Staff Report – Finance Department (Delmy Cuellar 510-620-6790).

City Manager Shasa Curl introduced the matter. Municipal Advisor Mark Northcross of NHA Advisors provided an oral overview. Mr. Northcross advised that there was a glitch between the information provided in the staff report and the revolution regarding the underwriter's fee. Mr. Northcross clarified that the staff report contained the correct number of 4/10ths of 1 percent and the number in the resolution erroneously stated .51 percent. Discussion ensued.

Motion by Councilmember Bates
Seconded by Councilmember Willis
ADOPT said resolution with the revision to the underwriter's fee as stated by Mr.

Northcross.

AA. ADJOURNMENT
There being no further business, the meeting adjourned at 12:14 p.m., to meet again on August 1, 2022, for a special meeting.

Clerk of the City of Richmond Mayor

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1 RICHMOND, CALIFORNIA, August 1, 2022

SPECIAL CITY COUNCIL MINUTES
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. SPECIAL MEETING OF THE RICHMOND CITY COUNCIL
The Special Meeting of the Richmond City Council was called to order at 3:00 p.m. by Mayor Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: None.

C. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The Public Comment Instructional Video was shown.

D. STATEMENT OF CONFLICT OF INTEREST
None.

E. AGENDA REVIEW
None.

F. NEW BUSINESS
F.1 Rydin Road Encampment Sunsetting Program
MANDATE the sunset date of the Rydin Road encampment as August 31, 2022; APPROVE a fifth contract amendment in an amount not to exceed $135,966, with Housing Consortium of the East Bay and extend the contract term to August 31, 2022, for a total not to exceed amount of $695,966; AUTHORIZE the City Manager or her designee to negotiate and execute contracts for the administration of flex funds with a community-based organization; and CONTINUE collaboration with Contra Costa County (CCC) H3 and C.O.R.E. programs to provide needed supportive services to residents at Rydin Road prior to abatement – City Manager’s Office (Shasa Curl 510-620-6512).

City Manager Shasa Curl introduced the matter. The city manager presented drone footage of Rydin Road. City Manager Shasa Curl, Community Development director Lina Velasco, Fire Chief Angel Montoya, Wastewater Program Manager Yader Bermudez, Contra Costa County Health, Housing and Homeless Services Interim Director Christy Saxton presented a PowerPoint that highlighted the following: background information; employment data; synergistic policies/developments; affordable housing in Richmond; police calls for service; overview on Fire department abatement assistance, fire extinguisher training, and calls for service; Public Works abatement efforts; street improvements at Rydin Rd; CORE outreach, prevention/diversion, emergency shelter, CARE centers; rapid exit, rapid rehousing, permanent supportive housing; CORE access/assessment/prioritization; services/resources; summary of CORE services; CORE Services provided at Rydin Rd; HCEB expenditures; unhoused

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2 interventions expenditures commencing in Fiscal Year 21/22; and potential policy options. Discussion ensued. Jessi Taran, Ramon Quintana, Amanda Jenkins, Lea Murray, Payton Silket, Leticia Chavez, and Terry Dunn gave comments via teleconference.

Main Motion
Motion by Councilmember Gayle McLaughlin
Seconded by Councilmember Melvin Willis
To approve option 3 with additional funding for a September 30, 2022, sunset for the Rydin Road encampment and direct the city manager to work out the details of an extension of the Housing Consortium of the East Bay (HCEB) contract with the following funding: $169,958 to HCEB; $35,000 for a Collaborising subcontract; and $200,000 for flex funds for a total allocation of $404,958.

Ayes (5): Councilmembers Demnlus Johnson III, Claudia Jimenez, Melvin Willis, Gayle McLaughlin, and Vice Mayor Eduardo Martinez.

Noes (2): Mayor Tom Butt and Councilmember Nathaniel Bates.

Passed (5 to 2)
Substitute Motion
Motion by Vice Mayor Eduardo Martinez
To allocate $58,000 to Collaborising, $135,000 to HCEB, and $200,000 for flex funds.

Died for lack of second
F.2 R3f Strategic Planning and Governance Advisor Contract APPROVE a contract with Dalberg, in an amount not to exceed $125,000, for a term beginning July 26, 2022, and ending June 30, 2023, to prepare a Strategic Plan and Governance Structure for the Richmond Rapid Response Fund (R3F); and AUTHORIZE the City Manager to enter into a Memorandum of Agreement with the West Contra Costa Public Education Fund to accept their $25,000 contribution towards this work – Community Development (Lina Velasco 510- 620-6741).

Community Development Director Lina Velasco introduced the item. Ms.

Velasco presented a PowerPoint that highlighted the following: background information; procurement process; and the proposed scope of work Discussion ensued.

Motion by Councilmember Melvin Willis
Seconded by Vice Mayor Eduardo Martinez

To approve the staff recommendation.

Ayes (6): Councilmembers Demnlus Johnson III, Nathaniel Bates, Claudia Jimenez, Melvin Willis, Gayle McLaughlin, and Eduardo Martinez.

Noes (1): Mayor Tom Butt
Passed (6 to 1)

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Richmond City CouncilSeptember 13, 2022

Richmond City Council
September 13, 2022