Richmond City Council
December 6, 2022

MEETING(S) ARE VIRTUAL

SPECIAL JOINT MEETING OF THE RICHMOND HOUSING AUTHORITY/RICHMOND CITY COUNCIL

REGULAR RICHMOND CITY COUNCIL AGENDA

Tuesday, December 6, 2022, 4:30 p.m.

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

Thomas K. Butt, Mayor
Demnlus Johnson III, Councilmember at Large
Nathaniel Bates, 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
SWEARING-IN CEREMONY OF NEW COUNCIL SCHEDULE FOR TUESDAY, JANUARY 10, 2022 -

DETAILS TO FOLLOW

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:

KCRT – Comcast Channel 28 or AT&T Uverse Channel 991.

Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live2.

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.

Via eComments: eComments are available once an agenda is published. Locate the meeting in "upcoming meetings" and click the comment bubble icon. Click on the item you wish to comment on. eComments can be submitted when the agenda is published and until the conclusion of public comments for the agenda item. eComments can be viewed by the City Council and members of the public as they are submitted.

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

Via email: to [email protected] by 1:00 p.m. the day of the meeting.

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:
https://zoom.us/j/99312205643?pwd=MDdqNnRmS2k4ZkRTOWhlUldQOUF1Zz09 Passcode: ccmeeting

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
International numbers available: https://zoom.us/u/aehrwCgISx 12-6-22 CC MTG.

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-and- forth 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 12-6-22 CC MTG.

and resolved in favor of accessibility.

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.

Unless otherwise noted in an agenda description, all actions taken by the Council include a determination that CEQA does not apply (i.e., the action is not a project and therefore exempt from CEQA).

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
12-6-22 CC MTG.

A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:30 p.m.

B. ROLL CALL
C. CLOSED SESSION
.

C.1 CONFERENCE WITH LEGAL COUNSEL- WORKERS’ COMPENSATION CLAIM (Pursuant to Government Code § 54956.95)
Claimant: Employee - Fire Department
Claim: 16000077COR
Agency Claimed Against: City of Richmond
•
Claimant: Employee - Police Department
Claim: 15000133COR
Agency Claimed Against: City of Richmond
•
C.2 CONFERENCE WITH LEGAL COUNSEL - LIABILITY CLAIM: (Pursuant to Government Code 54956.95
Claimant: Ofelia Gutierrez
Agency Claimed Against: City Richmond
•
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 Cases•
C.4 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) Hakeem Abbas v. City of Richmond•
C.5 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor and Jack Hughes• Employee organizations:

SEIU Local 1021 Full Time Unit and Part Time Unit1.

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

2. Richmond Police Officers Association RPOA3.

Richmond Police Management Association RPMA4.

IAFF Local 1885.

Richmond Fire Management Association RFMA6.
12-6-22 CC MTG.

C.6 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 negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiations: Price and Terms of Payment
•
Property: Terminal One
Agency negotiators: Lina Velasco and Dave Aleshire
Negotiating parties: Terminal One Development LLC
Under negotiation: Price and terms of payment
•
D. PUBLIC COMMENT BEFORE CLOSED SESSION (public comments limited to Closed Session items only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 12-6-22 CC MTG.

F. SPECIAL JOINT MEETING OF THE RICHMOND HOUSING

AUTHORITY/RICHMOND CITY COUNCIL
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 Third Contract Amendment with David Paul Rosen & Associates 15 ADOPT a resolution approving a third contract amendment with David Paul Rosen & Associates to assist the Richmond Housing Authority in asset repositioning efforts of the public housing portfolio, in an amount of $366,000, for a new total not-to-exceed amount of $1,003,740, with a term ending June 30, 2024 – Richmond Housing Authority (Nannette Beacham 510-621- 1300).

M.2 Housing Authority Meeting Minutes 89
APPROVE the minutes of the Richmond Housing Authority November 15, 2022, special meeting - City Clerk's Office (Pamela Christian 510-620-6513).

M.3 Rental Assistance Demonstration (RAD) Program Application for Richmond Village
91 ADOPT a resolution authorizing the Richmond Housing Authority (RHA) to submit a Rental Assistance Demonstration (RAD) application and any Section 18 Disposition application elements required to support blending RAD and Section 18 Disposition programs to U.S. Department of Housing and Urban Development (HUD) for Richmond Village - Richmond Housing Authority (Nannette J. Beacham 510-621-1300).

N. JOINT HOUSING AUTHORITY/RICHMOND CITY COUNCIL NEW BUSINESS N.1 Residual Receipts Loan to Assist in Financing the Rehabilitation of Nevin Plaza Subject
103
ADOPT a joint resolution authorizing the use of $1.75 million of American Rescue Plan Act (ARPA) funds and $1.75 million of Affordable Housing In Lieu Fee Funds to provide a residual receipts loan to Nevin Plaza I, L.P. to assist in financing the rehabilitation of Nevin Plaza; and AUTHORIZE the city manager or designee and Richmond Housing Authority (RHA) Executive Director to negotiate and execute loan documents – City Manager’s Office/Richmond Housing Authority (Shasa Curl 510-620-6512/Nannette J. Beacham 510-621- 1300).
12-6-22 CC MTG.

O. ADJOURNMENT
_______________________________________________________ 12-6-22 CC MTG.

P. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.

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

CLOSED SESSION
U. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) V. ABATEMENT REPORT FROM THE PUBLIC WORKS DIRECTOR - 1st Tuesday (public comment allowed under Open Forum)
W. OPEN FORUM FOR PUBLIC COMMENT
X. CITY COUNCIL CONSENT CALENDAR
X.1 City Clerk's Office
X.1.a City Council Meeting Minutes 119
APPROVE the minutes of the Richmond City Council November 15, 2022, regular meeting - City Clerk's Office (Pamela Christian 510- 620-6513).

X.2 Economic Development
X.2.a Congressman Garamendi Lease 129
APPROVE a lease with the United States House of Representatives to allow Congressman Garamendi to utilize approximately 845 square feet of office space, four cubicles, and a conference room on the second floor of 440 Civic Center Plaza as his Congressional District office, at a rate of $1,140.75 per month ($13,689 per year), for a two-year term from January 3, 2023, through January 2, 2025 – City Manager’s Office (Shasa Curl/Craig Murray 510-621-1612).

X.2.b Annual Solid Waste Rate Adjustment 143
ADOPT a resolution to update the 2023 solid waste collection rates - City Manager’s Office (Shasa Curl/Samantha Carr 510-620-5407).

X.2.c Richmond Promise Lease 157
APPROVE a lease with Richmond Promise, a community-wide college scholarship fund and college success initiative, for the use of approximately 592 square feet of office space at 440 Civic Center Plaza at a rate of $799.20 per month ($9,590.40 per year), for a three-year term from March 1, 2022, through January 2, 2025, with options to extend the lease term for two additional one year periods – City Manager’s Office (Craig Murray 510-621-1612).
12-6-22 CC MTG.

X.3 Fire Department
X.3.a Regional Training Center for Richmond Fire Department and Berkeley Fire Department
183
RECEIVE a written report regarding Richmond Fire Department and Berkeley Fire Department’s effort to use the Richmond Fire Training Center as a regional training center for both agencies – Fire Department (Chief Angel Montoya 510-307-8041).

X.4 Human Resources
X.4.a Contract with Acclamation Insurance Management Services, Inc. 185 APPROVE a contract with Acclamation Insurance Management Services, Inc. to serve as the City's third-party administrator of workers' compensation claims for Fiscal Years 2022-2023 ($610,000), 2023-2024 ($628,300), and 2024-2025 ($647,147) for a total payment limit not to exceed $1,885,447 for the contract period of January 1, 2023, through December 30, 2025. The City will have an option to extend the term of the contract up to two years at an additional 3 percent cost per year for a total contract payment limit not to exceed $3,238,566 – Human Resources Department
(Sharrone Taylor/Laura Marquez 510-620-6974).

X.4.b Resolution Approving Side Letters to Implement a City Curtailment Plan from December 27 through and including December 30. 438
ADOPT a resolution approving the Side Letters between the City of Richmond and Service Employees International Union (SEIU) Local 1021 and International Federation of Professional and Technical Engineers (IFPTE) Local 21 (Mid-Management and Executive Management units) regarding holiday curtailment for 2022 - Human Resources Department (Sharrone Taylor/Nickie Mastay 510-620- 6602).

X.4.c Amend Position Control and Salary Schedule to Add Director of Economic Development. Amend Position Control to add Deputy City Manager, Finance Manager and Management Analyst I/II or Senior Management Analyst
445
ADOPT a resolution amending position control and the salary schedule to add Director of Economic Development and
APPROPRIATE the required wages, salaries, and benefits; and AMEND position control reallocating Deputy City Manager to oversee the Department of Children and Youth and Community Services, reallocating the Community Services Department Senior Accountant to Finance Manager, and reallocating the Office of Neighborhood Safety Division Project Coordinator and Accounting Assistant I/II to Management Analyst I/II or Senior Management Analyst – Human Resources Department (Sharrone Taylor/Nickie Mastay 510-620- 6803).
12-6-22 CC MTG.

X.4.d Resolution to Adopt the IFPTE Local 21 Side Letter for Sworn Executive Management Personnel Sick Leave Cash-out
453
ADOPT a resolution approving the Side Letter agreement between the City and IFPTE Local 21 Executive Management Unit regarding sick leave cash-out at retirement for Sworn Executive Management Personnel – Human Resources Department (Sharrone Taylor/Nickie Mastay 510-620-6602).

X.5 Library and Community Services
X.5.a Accept and Appropriate the Grant Award Notification: Workforce Innovation and Opportunity Act, Title II (WIOA II)
458
ADOPT a resolution to ACCEPT and APPROPRIATE the Workforce Innovation and Opportunity Act, Title II grant award of $50,945, to support educational programming offered at the library’s literacy services program, Literacy for Every Adult Program – Library and Community Services Department (Diana Lopez 510-620-5452/Abigail Sims-Evelyn 510-307-8084).

X.5.b North Richmond Waste and Recovery Mitigation Fee Expenditure Plan amendments
473
APPROVE the Amended 2021/2022 and 2022/2023 North Richmond Waste and Recovery Mitigation Fee Expenditure Plans, identifying the activities authorized to be funded with Mitigation Fee revenue and respective funding allocations for the period of July 1, 2021, to June 30, 2022, and July 1, 2022, to June 30, 2023, as recommended by the North Richmond Waste and Recovery Mitigation Fee Joint Expenditure Planning Committee – Library and Community Services Department (LaShonda White/Lori Reese-Brown 510-620-6869).

X.5.c Approve a Contract with Oakland Private Industry Council for RichmondWORKS Program Contracting Services
527
APPROVE a contract with the Oakland Private Industry Council to provide additional services as the Contracting and Vendor Pay Agent for RichmondWORKS, Employment and Training participants, in the form of Individual Training for Individual Training Accounts (ITAs) and On-the-Job Training (OJT) contracts, in an amount not to exceed $371,473.80, and for a term ending June 30, 2023 – Library and Community Services Department LaShonda White/Tamara Walker 510-307-8006).

X.5.d Grant Award from the East Bay Community Foundation 661 ACCEPT and APPROPRIATE grant awards totaling $90,000 from the East Bay Community Foundation (EBCF) for the Office of
Neighborhood Safety (ONS) Operation Peacemaker Fellowship Program – Library and Community Services Department (LaShonda White/Sam Vaughn 510-620-5404).
12-6-22 CC MTG.

X.5.e Donation from the Pema Chodron Foundation. 679
ACCEPT and APPROPRIATE a $10,000 donation from the Pema Chodron Foundation to the Office of Neighborhood Safety Operation Peacemaker Fellowship program – Library and Community Services Department (LaShonda White/Sam Vaughn 510-620-5404).

X.5.f Lease Agreement with the YWCA of Contra Costa County for Use of Space for a Day Care Program.
685
APPROVE a lease agreement with YWCA of Contra Costa County for use of space for a day care program at the Richmond Recreation Complex building located at 3230 Macdonald Avenue, from July 1, 2022, to June 30, 2023, with the rate of $2,700 per month – Library and Community Services Department (LaShonda White/Ranjana Maharaj/Tetteh Kisseh 510-620-6972).

X.5.g Resolution to Accept and Appropriate Federal Transportation Authority Grant Funds
711
ADOPT a resolution authorizing the city to enter a cooperative agreement with the Federal Transit Administration and fulfill all other grant requirements; ACCEPT and APPROPRIATE $250,000 in grant funds awarded by the Federal Transit Administration Enhancing Mobility Innovation grant; AUTHORIZE a grant match in the amount of $62,500 from the approved ECIA transportation budget; and APPROVE a second contract amendment with Via to provide software and ride sharing service for a term ending July 7, 2024, and to increase the contract limit by $312,500, for a new total contract limit not to exceed $1,650,731 – Library and Community Services Department (LaShonda White/ Denée Evans 510-621-1718).

X.6 Public Works
X.6.a Purchase of Twelve (12) Ford F350 Trucks with 12’ Flatbeds 882 APPROVE the purchase of twelve (12) 2023 Ford Super Duty F350 DRW with 12’ Flatbeds from National Auto Fleet Group, in an amount not to exceed $942,000, based in Sourcewell Contract 091521-NAF – Public Works Department (Daniel Chavarria/Dee Karnes 510-231- 3044).

X.6.b Purchase of Ford Trucks - F150s and F250s 929
APPROVE the purchase of fifteen (15) 2023 Ford F150 and six (6) 2023 Ford F250 trucks from National Auto Fleet Group, in an amount not to exceed $1,054,000 based in Sourcewell Contract 091521-NAF – Public Works Department (Daniel Chavarria/Dee Karnes 510-231- 3044).
12-6-22 CC MTG.

X.6.c Proposed Contract Amendments for As-Needed Project Management Services for Capital Projects,Including Federally Funded Projects 980
APPROVE on-call professional service contract amendments in the amount of $400,000 per vendor, with two-year term extensions through January 14, 2025, to provide as-needed project management services for capital projects, including federally funded projects, with the following three firms: Avila Project Management (APM) for a new total contract amount not to exceed $800,000, CSW | ST2 for a new total contract amount not to exceed $800,000, and mack5 for a new total contract amount not to exceed $1,200,000 – Public Works Department (Daniel Chavarria 510-620-5478/Yader A. Bermudez 510-774-6300).

X.6.d Hilltop Gateways Signage Project Sign #4 1091
APPROVE a contract with Turner Signs for the Hilltop Gateways Signage Project Sign #4, located at Blume Drive and Richmond Parkway, in an amount not to exceed $230,000, including $208,000 low bid plus $22,000 contingency; and APPROPRIATE $230,000 from the Hilltop District Fund Balance – Public Works Department (Daniel Chavarria 510-620-5478).

Y. BUDGET SESSION
Y.1 Fiscal Year 2021-2022 Year-End Clean-Up 1131
DISCUSS and DIRECT City staff about the use of the estimated Operating Surplus to clear the negative cash and other administrative budget adjustments listed in the attached resolution – Finance Department (Shasa Curl/Nickie Mastay/Delmy Cuellar 510-620-6790).

Y.2 Fiscal Year 2022-23 Quarter 1 Budget Report 1142
RECEIVE the Fiscal Year 2022-23 Quarter 1 Budget Report for the period of July 1, 2022, through September 30, 2022; and APPROVE proposed budget adjustments – Finance Department (Shasa Curl/Nickie Mastay/Delmy Cuellar 510-620-6790).

Z. PUBLIC HEARINGS
Z.1 Levy of Special Assessments for Fines and Costs Related to Unpaid Administrative Citations, Nuisance Abatements and Foreclosure Ordinance Fines
1201
HOLD a public hearing; and ADOPT a resolution authorizing the City of Richmond to levy special assessments against certain properties with unpaid invoices related to administrative citations, nuisance abatement costs, and foreclosure ordinance fines pursuant to Richmond Municipal Code Chapters

2.62, 2.63, 6.38, 9.22 and 11.76 – Community Development Department (Lina Velasco/Eva Mann 510-621-1283).
12-6-22 CC MTG.

Z.2 Latitude Residential Subdivision (formally Terminal One Residential Project) 1209 ADOPT a Resolution for the Latitude Residential Subdivision (formerly the Terminal One Residential Project) either: 1) Certifying the Addendum to the 2016 EIR and adopting the Mitigation Monitoring and Reporting Program (MMRP), and approving a Major Amendment to a Planned Area (PA) Plan with associated Major Design Review (DR), a Vesting Tentative Map (VTM), and a Conditional Use Permit (CUP) for park and residential uses within the Shoreline Overlay District, subject to conditions of approval; or 2) Certifying the Addendum to the 2016 EIR and adopting the MMRP and denying without prejudice the PA Plan Amendment with associated DR, and VTM based on the Planning Commission’s recommended findings; or 3) REMAND the project back to the Planning Commission to review the financial feasibility of the previous project and consider if conditions or refinements can be made to the Revised Project to make the project more superior - Community Development Department (Lina Velasco 510-620-6706).

Z.3 Amendments to Richmond Municipal Code Article VIII Chapter 8.16 CONTINUED TO DECEMBER 20, 2022 - INTRODUCE an ordinance (first reading) with an effective date of January 1, 2023, amending Richmond Municipal Code (RMC) Article VIII (Fire) Chapter 8.16 (Fire Prevention Code) by adopting the 2022 California Fire Code with noted local amendments – Fire Development Department (Eric Govan/Eric Munson (510-307-8046) AA. NEW BUSINESS
AA.1 Council Direction on Requested Changes to Cannabis License Ordinance 1516 PROVIDE direction to City staff on whether amendments to the Cannabis Ordinance should be prepared increasing the number of cannabis retailer licenses – City Attorney’s Office (Dave Aleshire 510-620-6509). This item was continued from the November 22, 2022, meeting.

AA.2 Electric Vehicle Fleet 1521
RECEIVE a presentation from MOTIV PS on the benefits of transitioning to an electric fleet – Vice Mayor Martinez (510-620-6593). This item was continued from the November 22, 2022, meeting.

AA.3 MCE Presentation 1548
RECEIVE a presentation from MCE – Mayor’s Office (Mayor Tom Butt 510- 620-6503).

AB. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
AC. ADJOURNMENT
________________________
12-6-22 CC MTG.

December 6, 2022

HOUSING AUTHORITY

Economic Development

DATE: December 6, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Nannette J. Beacham. Executive Director

Subject:

Third Contract Amendment with David Paul Rosen &
Associates
FINANCIAL IMPACT: The recommended action will result in Housing Authority’s commitment of up to $366,000, $86,450 for
FY 2022-2023 (42141191-400217), and $279,550 for FY
2023-2024 (42141191-400217). DRA amendment costs
are anticipated to be recovered at closing of the
repositioning of each public housing site as qualified
predevelopment cost.

PREVIOUS COUNCIL
ACTION:

February 4, 2020, May 28, 2021

STATEMENT OF THE
ISSUE:

David Paul Rosen & Associates (DRA) is providing the
Richmond Housing Authority (RHA) with the needed
range of financial advisory services for asset
repositioning activities which includes assessment of
strategic business and financial planning for RHA to
manage its portfolio of public housing, Low-Income
Housing Tax Credit (LIHTC) housing and special needs
housing, to assure its appropriate reinvestment, and
rehabilitation.

AGENDA
REPORT

December 6, 2022
RECOMMENDED ACTION: ADOPT a resolution approving a third contract amendment with David Paul Rosen & Associates to
assist the Richmond Housing Authority in asset
repositioning efforts of the public housing portfolio, in an amount of $366,000, for a new total not-to-exceed
amount of $1,003,740, with a term ending June 30, 2024
– Richmond Housing Authority (Nannette Beacham 621-
1300).

DISCUSSION:

Funding provided by the U.S. Department of Housing and Urban Development (HUD) to Public Housing Authorities in recent years is insufficient to meet the operating and capital needs of the nation’s public housing inventory. Recognizing that the public housing program is not sustainable over the long term, HUD’s strategy is to transition public housing units with unmet capital needs to more sustainable financing strategies using tools such as the Rental Assistance Demonstration (RAD) program, Section 18 Demolitions and Dispositions, Voluntary Conversions, and Declaration of Trust releases. The Housing Authority of the City of Richmond (RHA) is one of the agencies that has been severely affected by the lack of HUD funding. Since FY 2008-2009, RHA has been unable to pay all its financial obligations, leading to loans and advances from the City to pay these expenditures. RHA entered a Public Housing Authority Recovery and Sustainability (PHARS) Agreement with HUD Region IX to address operational deficiencies of RHA and its ongoing financial viability.

To improve its financial viability and long-term sustainability, RHA has embarked on repositioning regarding its Public Housing. The goal of the repositioning effort is to develop financial structures that eliminate current operating shortfalls, improve the living conditions of residents, revitalize and/or redevelop RHA housing assets, put in place long-term sustainable financial repositioning of each asset, and bring each asset up to modern standards of design, energy efficiency, resident amenities, and quality of construction. To the extent possible, this RHA asset repositioning strategy should seek to repay RHA’s debt to the City. As a first step, Enterprise Community Partners and Structure Development Advisors prepared and presented a draft Asset Repositioning Strategy to the Board in November 2018.

To respond to RHA’s needs, DRA will continue to undertake the scope of work outlined below to assist RHA in implementing its repositioning strategy in a manner consistent with the HUD Public Housing Authority Recovery and Sustainability (PHARS) plan, policy direction from the RHA Board at its December 4, 2018, meeting, and the following principles:

 Providing RHA with a range of financial advisory services for assessment of, and strategic, business, and financial planning for, RHA to manage its portfolio of public housing, Low-Income Housing Tax Credit (LIHTC) housing and special

December 6, 2022
needs housing, to assure its appropriate reinvestment, rehabilitation, and, if appropriate, its redevelopment.
 Analyzing project financial, economic, and development feasibility, and compliance with the requirements and competitive criteria of leverage sources of funding, both public (HUD and other) and private sector, of developer proposals for financial assistance from RHA.
 Providing market real estate and demographic analysis for RHA as required for affordable housing and mixed income/mixed use development and/or financing supported by RHA.
 Establishing a master plan strategy for revitalization of RHA’s public housing properties (Nevin Plaza, Nystrom, Richmond Village I, II, and II, Hacienda, others) that may include rehabilitation or demolition and new development on some sites and disposition of others based on an assessment of market land values and disposition opportunities, site development and leveraged financing opportunities and constraints, carrying costs, community issues, and other relevant factors determined in conjunction with RHA staff.  Determining RHA’s development role and RHA ownership entity (e.g., general partner, co-general partner, guarantor, lender, and others) for each public housing redevelopment project, and its component parts based on the ongoing assessment of RHA’s staff and financial capacity, and the City’s interests.  Reviewing existing loan agreement or other documentation regarding the City of Richmond’s investment into RHA’s affordable housing assets.  Prepare estimates of project gap financing requirements for, a nd proceeds from, the rehabilitation, redevelopment and/or sale of Nevin Plaza, Nystrom, Richmond Village (I, II and/or III) and the Hacienda surplus parcel.

DOCUMENTS ATTACHED:

Attachment 1 - Resolution
Attachment 2 - DRA Contract Amendment 3
Attachment 3 - DRA Contract Amendment 2
Attachment 4 - DRA Contract Amendment 1
Attachment 5 - DRA Contract

Reso. No. ____

RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, APPROVING A THIRD

CONTRACT AMENDMENT WITH DAVID PAUL ROSEN & ASSOCIATES TO

ASSIST THE RICHMOND HOUSING AUTHORITY IN ASSET REPOSITIONING EFFORTS OF THE PUBLIC HOUSING PORTFOLIO IN AN AMOUNT OF $366,000 FOR A NEW TOTAL NOT TO EXCEED AMOUNT OF $1,003,740 ENDING JUNE 30, 2024

WHEREAS, RHA funding provided by the U.S. Department of Housing and Urban Development (HUD) to Public Housing Authorities in recent years is insufficient to meet the operating and capital needs of the nation’s public housing inventory; and WHEREAS, recognizing that the public housing program is not sustainable over the long term, HUD’s strategy is to transition public housing units with unmet capital needs to more sustainable financing strategies using tools such as Rental Assistance Demonstration (RAD) program, Section 18 Demolitions and Dispositions, Voluntary Conversions, and Declaration of Trust releases; and
WHEREAS, to improve its financial viability and long-term sustainability, the Richmond Housing Authority (RHA) has embarked on an analysis of repositioning options regarding its Public Housing assets; and
WHEREAS, on December 4, 2018, RHA Board of Commissioners gave direction to staff to (1) Transfer Section 8 operations to a well-managed housing authority, and (2) reposition RHA assets and public housing operations; and
WHEREAS, on December 18, 2018, RHA Board of Commissioners approved a $150,000 contract with David Paul Rosen & Associates (DRA) to provide financial and developmental advisory services to assist RHA in further developing and implementing its asset repositioning strategy; and
WHEREAS, on May 5, 2020, RHA Board of Commissioners approved a contract amendment with DRA in the amount of $92,300 for Fiscal Year 19-20 and $151,300 for Fiscal Year 20-21, for anew total not to exceed the amount of $393,600 and contract ending June 30, 2021; and
WHEREAS, on May 25, 2021, RHA Board of Commissioners approved a contract amendment with DRA in the amount of $244,140, for anew total not to exceed the amount of $637,740 ending June 30, 2024; and
WHEREAS, DRA will provide financial advisory services and coordinate with HUD, City, and other technical assistance providers on asset repositioning activities.

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 is herby authorized to execute a third contract amendment with David Paul Rosen & Associates to assist the Richmond Housing Authority in asset repositioning efforts of the public housing portfolio in an amount of $366,000 for a new total not to exceed amount of $1,003,740 ending June 30, 2024 BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.

*****************

Reso. No. ____

The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at the regular meeting thereof held on December 6, 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 the Regular Housing Authority Meeting held on December 6, 2022.

____________________________________

CLERK OF THE HOUSING AUTHORITY

RICHMOND HOUSING AUTHORITY

CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the Housing Authority of the City of Richmond, California (Authority), and the following named Contractor:

Contractor Name: David Paul Rosen & Associates
Street Address: 3527 Mt. Diablo Blvd., #361
City, State, Zip Code: Lafayette, CA 94549
Contact Person: David Paul Rosen
Telephone: 510-451-2552 Email: [email protected]

Business License No: 40058084 / Expiration Date: 12/31/2023

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ X ] other [specify:] Sole Proprietor

2. Purpose. This Contract Amendment is being entered into to amend the Contract between Authority and Contractor which was approved by the Board of Commissioners of the Housing Authority of the City of Richmond or executed by the Authority’s Executive Director with the effective date of December 18, 2018. Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

Department: Richmond Housing Authority Project Manager: Nannette Beacham Project Manager E-mail: [email protected] Project Manager Phone No. (510) 621-1300 P.R. Contract/P.O. No. 4581
Description of Services: Development Advisory and Financial Services for RHA Amendment No 3 modifies the:

X Term and Payment Limit  Payment Limit  Term X Service Plan

Contract Amendment between the Housing
Authority of the City of Richmond and
David Paul Rosen & Associates

Amendment No. 3 Contract No. 4581
c:\Authority contract amendment form\EJ (6/17/2015)

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license before any provision of this Contract Amendment will be deemed to take effect.

6. Signatures. These signatures attest the parties’ agreement hereto:

THE HOUSING AUTHORITY FOR THE

CITY OF RICHMOND, CALIFORNIA

By ______________________________

Title: _Executive Director_____________

List of Attachments:

1. Amendment Provisions

2. Payment Limit

3. Service Plan
CONTRACTOR:
______________________________

(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)

By____________________________

Title:________________________

(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)

By:___________________________

Title:________________________

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313; and (3)
should be accompanied by completed
notary acknowledgment forms)
(Complete the notary acknowledgments
attached hereto)

Contract Amendment between the Housing
Authority of the City of Richmond and
David Paul Rosen & Associates

Amendment No. 3 Contract No. 4581
c:\Authority contract amendment form\EJ (6/17/2015)

AMENDMENT PROVISIONS (PAYMENT LIMIT)

1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ 366,000. Paragraph 3 of the Original Contract is amended to read as follows:

3. Payment Limit. Authority’s total payments to Contractor under this Contract shall not exceed $ 1,003,740.

The Authority shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the Authority’s Executive Director if the total Contract amount does not exceed $10,000 or without the prior approval of the Board of Commissioners if the total Contract amount is over $10,000.

Contract Amendment between the Housing
Authority of the City of Richmond and
David Paul Rosen & Associates

Amendment No. 3 Contract No. 4581
c:\Authority contract amendment form\EJ (6/17/2015)

AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)

The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following task and/or services:

See attached Project Work Tasks Hours and Cost Estimates “DRA Richmond Tasks, Hours and Cost Estimates January 1, 2023 Through FY 2024” attached hereto and included herein.

SPECIAL CONDITIONS

1. Contractor shall provide the services set forth in the document entitled “DRA Richmond Tasks, Hours and Cost Estimates January 1, 2023 Through FY 2024” and which are attached hereto and incorporated herein by this reference.

2. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled "General Conditions for Non- Construction Contracts Section I" (HUD-5370-C), "Certifications and Representations of Offerors" (HUD-5369-C), "Certification Regarding Debarment and Suspension" (HUD- 2992), and "Equal Employment Opportunity Certification" (HUD-92010) which is attached hereto and incorporated herein by this reference. If there are any conflicts between the terms and conditions set forth in the General Conditions set forth herein and the terms and conditions set forth in the attached document, the terms and conditions set forth in the attached document shall take precedence and shall prevail.

3. Contractor shall provide the insurance coverage set forth in the document entitled "City of Richmond- Insurance Requirements- Type 2: "Professional Services" which is attached hereto and incorporated herein by this reference. Contractor shall maintain said coverage during the entire term of this contract. However, wherever the document refers to the "City of Richmond" or the "CITY", the Contractor shall substitute the words "Housing Authority of the City of Richmond" or "Authority".

DRA Richmond Tasks, Hours and Cost Estimates January 1, 2023 Through FY 2024 Requested Budget Extension
FY 2023 FY 2024
January 1, 2023
thru June 30,
2023
July 1, 2023 thru
June 30, 2024
DRA Hours by Project and Task
Hacienda
Review tax credit 1099/close-out/other items 24 0
Hacienda extra parcel: review of proposals 24 0
Subtotal 48 0
Subtotal Project Cost $18,960 $0
Richmond Village I and II RAD Appliction and Resyndication Weekly team calls 12 24
Review appraisers and appraisal 0 14
Review PCNA 0 6
Review pro forma and financing plan for RAD application40 20 Review legal documents for resyndication 0 24
Review tax credit application/pro formas for resyndication 0 24 Review debt and equity RFPs/bids 0 24
Review bond, lender & investor documents for resynd. 0 50 Subtotal 52 186
Subtotal Project Cost $20,540 $73,470
Nevin Road
Rehabilitation of Existing Building
Review tax credit 1099/close-out/other items 24
New Construction
Team calls, etc. 0 16
Review pro formas and funding applications 0 40
Review debt and equity RFPs/bids 0 50
Review bond, lender and investor documents/closing 0 100 Review ground lease 0 20
Review tax credit 1099/close-out/other items 0 24
Subtotal 0 274
Subtotal Project Cost $0 $108,230
Nystrom
Team calls, etc. 8 16
Review/negotiate MDA 30 0
Review/negotiate ground lease 20 0
Block A: Review pro formas/funding applications 20 40
Block A: Review debt and equity RFPs/bids 0 50
Block A: Review bond, lender and investor documents 0 50 Block B: Review pro formas/funding applications 20 0
Block B: Review debt and equity RFPs/bids 0 0
Block B: Review bond, lender and investor documents 0 0 Blocks C & D: Review homeownership pro formas 20 40
Blocks C & D: Review homeownership second mortgage docs0 50 Subtotal 110 230
Subtotal Project Cost $43,450 $90,850
Total DRA Hours 210 690
Labor Expense $82,950 $272,550
Administration and Reimbursable Expenses $3,500 $7,000
Total Contract Estimate $86,450 $279,550
Jan-June 2023 and FY 2024 Budget Extension Request $366,000

General Conditions for Non-Construction U.S. Department of Housing and Urban Contracts
Development
Office of Public and Indian Housing
Section I – (With or without Maintenance Work) Office of Labor Relations OMB Approval No. 2577-0157 (exp. 1/31/2017)
Public Reporting Burden for this collection of information is estimated to average 0.08 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Reports Management Officer, Office of Information Policies and Systems, U.S. Department of Housing and Urban Development, Washi ngton, D.C. 20410-3600; and to the Office of Management and Budget, Paperwork Reduction Project (2577-0157), Washington, D.C. 20503. Do not send this completed form to either of these addressees.

Applicability. This form HUD-5370-C has 2 Sections. These Sections must be inserted into non-construction contracts as described below:
proposal submitted before final payment of the contract. (d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
1) Non-construction contracts (without maintenance) contract as changed. greater than $100,000 - use Section I; (e) No services for which an additional cost or fee will be 2) Maintenance contracts (including nonroutine charged by the Contractor shall be furnished without the prior written consent of the HA. maintenance as defined at 24 CFR 968.105) greater than $2,000 but not more than $100,000 - use Section II; and 3) Maintenance contracts (including nonroutine 3. Termination for Convenience and Default maintenance), greater than $100,000 – use Sections I
and II. (a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Contractor to fulfill the contract obligations (default). The HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services affected (unless the notice directs otherwise); and (ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing
Section I - Clauses for All Non- Construction Contracts greate r
than $100,000

1. Definitions
The following definitions are applicable to this contract:
(a) "Authority or Housing Authority (HA)" means the
Housing Authority. this contract, whether completed or in process. (b) "Contract" means the contract entered into between the (b) If the termination is for the convenience of the HA, the HA shall be liable only for payment for services rendered Authority and the Contractor. It includes the contract form, the Certifications and Representations, these contract
clauses, and the scope of work. It includes all formal
changes to any of those documents by addendum, Change
before the effective date of the termination.
(c) If the termination is due to the failure of the Contractor to Order, or other modification. fulfill its obligations under the contract (default), the HA may (i) require the Contractor to deliver to it, in the manner (c) "Contractor" means the person or other entity entering into the contract with the Authority to perform all of the work and to the extent directed by the HA, any work as required under the contract. described in subparagraph (a)(ii) above, and compensation be determined in accordance with the Changes clause,
paragraph 2, above; (ii) take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by the HA; (iii) withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may
(d) "Day" means calendar days, unless otherwise stated. (e) "HUD" means the Secretary of Housing and Urban
development, his delegates, successors, and assigns, and the officers and employees of the United States
Department of Housing and Urban Development acting fo
r
and on behalf of the Secretary. be, of amounts owed to the HA by the Contractor.

2. Changes (d) If, after termination for failure to fulfill contract obligations (a) The HA may at any time, by written order, and without (default), it is determined that the Contractor had not failed, the termination shall be deemed to have been effected for the convenience of the HA, and the Contractor shall been titled to payment as described in paragraph (b) above. notice to the sureties, if any, make changes within the general scope of this contract in the services to be
performed or supplies to be delivered. (e) Any disputes with regard to this clause are expressly made (b) If any such change causes an increase or decrease in the subject to the terms of clause titled Disputes herein. hourly rate, the not-to-exceed amount of the contract, or the time required for performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects the conditions of this contract, the HA shall make an equitable adjustment in the not-to-exceed amount, the hourly rate, the delivery schedule, or other

4. Examination and Retention of Contractor's Records
(a) The HA, HUD, or Comptroller General of the United States, affected terms, and shall modify the contract accordingly. or any of their duly authorized representatives shall, until 3 years after final payment under this contract, have access to and the right to examine any of the Contractor's directly pertinent books, documents, papers, or other records
involving transactions related to this contract for the purpose of making audit, examination, excerpts, and
transcriptions.
(c) The Contractor must assert its right to an equitable adjustment under this clause within 30 days from the date of receipt of the written order. However, if the HA decides that the facts justify it, the HA may receive and act upon a Section I - Page 1 of 6 form HUD-5370-C (01/2014)

(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as
paragraph (a) above. "Subcontract," as used in this clause, A breach of these Contract clauses may be grounds for
termination of the Contract and for debarment or denial of participation in HUD programs as a Contractor and a
subcontractor as provided in 24 CFR Part 24.
excludes purchase orders not exceeding $10,000.
(c) The periods of access and examination in paragraphs (a) and (b) above for records relating to:
(i) appeals under the clause titled Disputes;
(ii) litigation or settlement of claims arising from the

9. Assignment of Contract
performance of this contract; or, The Contractor shall not assign or transfer any interest in this contract; except that claims for monies due or to become due from the HA under the contract may be assigned to a bank, trust company, or other financial institution. If the Contractor is a partnership, this contract sha ll inure to the benefit of the surviving or remaining member(s) of such partnership approved by the HA.
(iii) costs and expenses of this contract to which the HA, HUD, or Comptroller General or any of their duly
authorized representatives has taken exception shall
continue until disposition of such appeals, litigation, claims, or exceptions.

5. Rights in Data (Ownership and Proprietary Interest)

10. Certificate and Release
The HA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials and documents discovered or produced by Contractor pursuant to the terms of this Contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of this Contract.

Prior to final payment under this contract, or prior to settlement upon termination of this contract, and as a condition precedent thereto, the Contractor shall execute and deliver to the HA a certificate and release, in a form acceptable to the HA, of all claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be specifically excepted by the Contractor in stated amounts set forth therein.

6. Energy Efficiency
The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.

11. Organizational Conflicts of Interest
(a) The Contractor warrants that to the best of its knowledge

7. Disputes
and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this
contract and a contractor's organizational, financial,
contractual or other interests are such that: (a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section III, Labor Standards Provisions, including any claims for
damages for the alleged breach there of which are not
disposed of by agreement, shall be resolved under this
(i) Award of the contract may result in an unfair
competitive advantage; or
(ii) The Contractor's objectivity in performing the contract clause.
work may be impaired.
(b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the
convenience of the HA if it would be in the best interest (b) All claims by the Contractor shall be made in writing and submitted to the HA. A claim by the HA against the
Contractor shall be subject to a written decision by the HA. (c) The HA shall, with reasonable promptness, but in no event in no more than 60 days, render a decision concerning any claim hereunder. Unless the Contractor, within 30 days after receipt of the HA's decision, shall notify the HA in writing that it takes exception to such decision, the decision
shall be final and conclusive. of the HA.
(d) Provided the Contractor has (i) given the notice within the (c) In the event t he Contractor was aware of an organizational conflict of interest before the award of this contract and intentionally did not disclose the conflict to the Contracting time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or
conclusive, but the dispute shall be determined on the
Officer, the HA may terminate the contract for default. (d) The terms of this clause shall be included in all
subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime Contractor. The Contractor shall include in such
subcontracts and consulting agreements any necessary
provisions to eliminate or neutralize conflicts of interest. merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.

12. Inspection and Acceptance
(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any 8. Contract Termination; Debarment Section I - Page 2 of 6 form HUD-5370-C (01/2014)

product of work shall be deemed accepted as submitted if the HA does not issue written comments and/or required
corrections within 30 days from the date of receipt of such "Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative
organization, and any other instrumentality of a local
product from the Contractor.
(b) The Contractor shall make any required corrections
promptly at no additional charge and return a revised cop y
of the product to the HA within 7 days of notification or a government. later date if extended by the HA. "Officer or employee of an agency" includes the following (c) Failure by the Contractor to proceed with reasonable individuals who are employed by an agency:
promptness to make necessary corrections shall be a
default. If the Contractor's submission of corrected work remains unacceptable, the HA may terminate this contract (or the task order involved) or reduce the contract price or cost to reflect the reduced value of services received. (i) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position
under a temporary appointment;
(ii) A member of the uniformed services as defined in
section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in section

13. Interest of Members of Congress 202, title 18, U.S.C.; and, No member of or delegate to the Congress of the United States of America or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit to arise there from, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. (iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory
Committee Act, title 5, appendix 2.
“Person" means an individual, corporation, company,
association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to 14. Interest of Members, Officers, or Employees and Former Members, Officers, or Employees expenditures specifically permitted by other Federal law.

No member, officer, or employee of the HA, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the HA was activated, and no other pubic official of such locality or localities who exercises any functions or responsibilities with respect to the "Recipient" includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received in connection with a Federal contract, grant, loan, or cooperative agreement. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to
expenditures specifically permitted by other Federal law. project, shall, during his or her tenure, or for one year "Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year
immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such thereafter, have any interest, direct or indirect, in this contract o r
the proceeds thereof.

15. Limitation on Payments to Influence Certain Federal Transactions
(a) Definitions. As used in this clause:
"Agency", as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independen t regulatory commissions and Government corporations, as
defined in 31 U.S.C. 9101(1).
"Covered Federal Action" means any of the following person for 130 working days.

Federal actions: "State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.
(i) The awarding of any Federal contract;
(ii) The making of any Federal grant;
(iii) The making of any Federal loan;
(iv) The entering into of any cooperative agreement; and, (v) The extension, continuation, renewal, amendment, or (b) Prohibition. modification of any Federal contract, grant, loan, or (i) Section 1352 of title 31, U.S.C. provides in part that no cooperative agreement. appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative
agreement to pay any person for influencing or
attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member
of Congress in connection with any of the following
covered Federal actions: the awarding of any Federal
contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any
Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.
"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act. "Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered
Federal action.
cooperative agreement, and the extension,
continuation, renewal, amendment, or modification o
f
any Federal contract, grant, loan, or cooperative
agreement.
(ii) The prohibition does not apply as follows:

Section I - Page 3 of 6 form HUD-5370-C (01/2014)

(1) Agency and legislative liaison by Own person requesting or receiving a covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action
if the payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action. Persons
other than officers or employees of a
person requesting or receiving a
covered Federal action include
Employees.
(a) The prohibition on the use of appropriated
funds, in paragraph (i) of this section, does not
apply in the case of a payment of reasonable
compensation made to an officer or employee of
a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, if
the payment is for agency and legislative
activities not directly related to a covered Federal
action.
(b) For purposes of paragraph (b)(i)(1)(a) of
this clause, providing any information specifically
requested by an agency or Congress is permitted
at any time.
(c) The following agency and legislative liaison
activities are permitted at any time only where
they are not related to a specific solicitation for
consultants and trade associations.
(b) For purposes of subdivision (b)(ii)(2)(a) of
any covered Federal action:
clause, "professional and technical services"
shall be limited to advice and analysis
directly applying any professional or (1) Discussing with an agency (including individual demonstrations) the qualities and
characteristics of the person's products or
services, conditions or terms of sale, and service
technical discipline.
(c) Requirements imposed by or pursuant to law
capabilities; and,
as a condition for receiving a covered
Federal award include those required by law
or regulation, or reasonably expected to be
required by law or regulation, and any other
requirements in the actual award
(2) Technical discussions and other
activities regarding the application or adaptation
of the person's products or services for an
agency's use. documents.
(d) The following agency and legislative liaison
activities are permitted where they are prior to
(d) Only those services expressly authorized by
subdivisions (b)(ii)(2)(a)(i) and (ii) of this
formal solicitation of any covered Federal action: section are permitted under this clause. (1) Providing any information not
specifically requested but necessary for an
agency to make an informed decision about
(iii) Selling activities by independent sales
representatives.
(c) The prohibition on the use of appropriated funds, in initiation of a covered Federal action; subparagraph (b)(i) of this clause, does not apply to the following selling activities before an agency by independent sales representatives, provided such activities are prior to formal solicitation by an agency and are specifically limited (2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons
seeking awards from an agency pursuant to the
provisions of the Small Business Act, as
amended by Public Law 95-507 and other
to the merits of the matter:
(i) Discussing with an agency (including individual
demonstration) the qualities and characteristics of the person's products or services, conditions or terms of
subsequent amendments. sale, and service capabilities; and (e) Only those activities expressly authorized
by subdivision (b)(ii)(1)(a) of this clause are
(ii) Technical discussions and other activities regarding the application or adaptation of the person's products
permitted under this clause. or services for an agency's use. (2) Professional and technical services. (d) Agreement. In accepting any contract, grant, cooperative agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any
(a) The prohibition on the use of appropriated
funds, in subparagraph (b)(i) of this clause,
does not apply in the case of- payment prohibited by this clause. (i) A payment of reasonable compensatio
n
made to an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal
action, if payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
(e) Penalties. Any person who makes an expenditure
prohibited under paragraph (b) of this clause shall be
subject to civil penalties as provided for by 31 U.S.C. 1352.

An imposition of a civil penalty does not prevent the
Government from seeking any other remedy that may be
applicable.
(f) Cost Allowability. Nothing in this clause is to be interpreted receiving that Federal action.
to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or OMB
Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made
specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant OMB Circulars. (ii) Any reasonable payment to a person, other than an officer or employee of a
Section I - Page 4 of 6 form HUD-5370-C (01/2014)

16. Equal Employment Opportunity Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

During the performance of this contract, the Contractor agrees as follows:
(a) The Contractor shall not discriminate against any employee or applicant for employment because of race, color,
religion, sex, or national origin. 17. Dissemination or Disclosure of Information (b) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to (1) employment; (2) upgrading; (3) demotion; (4) transfer; (5) recruitment or recruitment
advertising; (6) layoff or termination; (7) rates of pay or other forms of compensation; and (8) selection for training, No information or material shall be disseminated or disclosed to the general public, the news media, or any person or
organization without prior express written approval by the HA.

18. Contractor's Status
including apprenticeship.

It is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement. (c) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.
(d) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex,

19. Other Contractors
or national origin.

HA may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee. (e) The Contractor shall send, to each labor union or
representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to employees and applicants for employment.
(f) The Contractor shall comp ly with Executive Order 11246, 20. Liens as amended, and the rules, regulations, and orders of the Secretary of Labor. The Contractor is prohibited from placing a lien on HA's property. This prohibition shall apply to all subcontractors.(g) The Contractor shall furnish all information and reports required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. The Contractor shall permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such

21. Training and Employment Opportunities for Residents in the Project Area (Section 3, HUD Act of 1968; 24 CFR 135) (a) The work to be performed under this contract is subject to the rules, regulations, and orders. requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of
(h) In the event of a determinati on that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and the
Contractor may be declared ineligible for further
Government contracts, or federally assisted construction contracts under the procedures authorized in Executive
Order 11246, as amended. In addition, sanctions may be
imposed and remedies invoked against the Contractor as
provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as HUD assistance for housing.
(b) The parties to this contract agree to comply with HUD's otherwise provided by law.
regulations in 24 CFR Part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the (i) The Contractor shall include the terms and conditions o f Part 135 regulations.
this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the
Secretary of Labor issued under Executive Order 11246,
as amended, so that these terms and conditions will be
binding upon each subcontractor or vendor. The
Contractor shall take such action with respect to any
subcontractor or purchase order as the Secretary of
Housing and Urban Development or the Secretary of Labor may direct as a means of enforcing such provisions,
including sanctions for noncompliance; provided that if the (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of
Section I - Page 5 of 6 form HUD-5370-C (01/2014)

apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.
(d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.
(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR
Part 135.
(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

22. Procurement of Recovered Materials
(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials
practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of
recovered materials practicable unless the Contractor
determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable
performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.
(b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract.

Section I - Page 6 of 6 form HUD-5370-C (01/2014)

Certification A: Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Pri mary Covered Transactions

1. The prospective primary participant certifies to the best of its knowl- edge and belief that its principals;
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal debarment or agency;
b. Have not within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtain- ing, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this application/ proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Instructions for Certification (A)

1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certifi- cation or explanation will be considered in connection with the department or agency’s determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was place when the department or agency deter- mined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.

4. The prospective primary participant shall provide immediate writ- ten notice to the department or agency to whom this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become errone- ous by reason of changed circumstances.

5. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded , as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.

You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of these regulations.

6. The prospective primary participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction.

7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.

A participant may decide the method and frequency by which it determines this eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph (6) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.

Certification Regarding
Debarment and Suspension
U.S. Department of Housing
and Urban Development

Certification B: Certification Regarding Debarment, Suspension, Ineli- gibility and Voluntary Exclusion - Lower Tier Covered Transactions

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal depart- ment or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Instructions for Certification (B)

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into.

If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded , as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assis- tance in obtaining a copy of these regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this trans- action originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.

A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph (5) of these instructions, if a participant in a lower covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from partici- pation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this trans- action originated may pursue available remedies including suspension and/or debarment.

Applicant Date
Signature of Authorized Certifying Official T itle

form HUD-92010 ( 3/2006 )

VA form 26-421
U.S. Department of Housing
and Urban Development

Office of Housing
OMB Control No.
2502-0029
Federal Housing Commissioner

(exp. 9/30/2016)
Equal Employment
Opportunity Certification
Excerpt From 41 CFR §60-1.4(b)
The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modifi- cation thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insur- ance, or guarantee, the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that em- ployees are treated during employment without regard to their race, color, religion, sex, or national origin, such action shall include, but not be limited to the following: Employ- ment, upgrading, demotion, or transfer; recruitment or re- cruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for em- ployment without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agree- ment or other contract or understanding, a notice to be provided advising the said labor union or workers' represen- tatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regu- lations and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports re- quired by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compli- ance with such rules, regulations, and orders.
(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be can- celed, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Govern- ment contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the portion of the sentence imme- diately preceding paragraph (1) and the provisions of para- graphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Sec- retary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any subcon- tract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however,
That in
the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:

Provided
, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed Firm Name and Address By
Title
Department of Veterans Affairs

form HUD-92010 (3/06)
VA form 26-421
upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assis- tance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

Excerpt from HUD Regulations
200.410Definition of term “applicant”.
(a) In multifamily housing transactions where controls over the mortgagor are exercised by the Commissioner either through the ownership of corporate stock or under the provisions of a regulatory agreement, the term “applicant” as used in this subpart shall mean the mortgagor.
(b) In transactions other than those specified in paragraph(a) of this section, the term “applicant” as used in this subpart shall mean the builder, dealer or contractor performing the con- struction, repair or rehabilitation work for the mortgagor or other borrower.
200.420Equal Opportunity Clause to be included in contracts and subcontracts.
(a) The following equal opportunity clause shall be included in each contract and subcontract which is not exempt:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any em- ployee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensured that applicants are employed, and that employees are treated during employment without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including ap- prenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employ- ment, notices to be provided setting forth the provisions of the nondiscrimination clause.
(2)The contractor will in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard race, creed, color, or national origin.
(3) The contractor will send to each labor union or repre- sentative of workers with which he has a collective bargain- ing agreement or other contract or understanding, a notice, to be provided, advising the said labor union or workers’ repre- sentative of the contractor’s commitments under this section, and shall post copies of the notices in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Ex- ecutive Order 10925 of March 6 1961, as amended, and of the regulations, and relevant orders of the President’s Commit- tee on Equal Employment Opportunity created thereby.
(5) The contractor will furnish all information and reports required by Executive Order 10925 of March 6, 1961, as
amended, and by the regulations, and orders of the said Committee , or pursuant thereto, and will permit access to his books, records, and accounts by HUD and the Committee for purposes of investigation to ascertain compliance with such regulations, and orders.
(6) In the event of the contractor’s non-compliance with the nondiscrimination clause of this contract or with any of the said regulations, or orders, this contract may be can- celled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Govern- ment contracts or Federally-assisted construction contracts in accordance with procedures authorized in Executive Order 10925 of March 6, 1961, as amende, and such other sanctions may be imposed and remedies invoke s provided in the said Executive Order or by regulations, or order of the President’s Committee on Equal Employment Opportunity, or as other- wise provided by law.
(7) The contractor will include the provisions of Para- graphs(1) through (7) in every subcontract or purchase order unless exempted by regulations, or orders of the President’s Committee on Equal Employment Opportunity issued pursu- ant to Section 303 of Executive Order 10925 of March 6, 1961, as amended, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase orders as HUD may direct as a means of enforcing such
provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vender as a result of such direction by HUD, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
(b) Except in subcontracts for the performance of construction work at the site of construction, the clause is not required to be inserted in subcontracts below the second tier. Subcontracts may incorporate by referenced to the equal opportunity clause. 200.425Modification in and exemptions from the regulations in this subpart.
(a) The following transactions and contracts are exempt from the regulations in this subpart:
(1) Loans, mortgages, contracts and subcontracts not ex- ceeding $10,000.
(2) Contract and subcontracts not exceeding $100,000 for standard commercial supplies or raw material;
(3)Contracts and subcontracts under which work is to be or has been performed outside the United States and where no recruit- ment of workers within the United States in involved. To the extent that work pursuant to such contracts is done within the Untied States, the equal opportunity clause shall be applicable; (4) Contracts for the sale of Government property where no appreciable amount of work is involved; and
(5) Contracts and subcontracts for an indefinite quantity which are not to extend for ore than one year if the purchaser determines that the amounts to be ordered under any such contract or subcontract are not reasonably expected to exceed $100,000 in the case of contracts or subcontracts for standard commercial supplies and raw materials, or $10,000 in the case of all other contracts and subcontracts.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).

3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)

Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR
is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 2 of 3

Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors

CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.

The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin .

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

DocuSign Envelope ID: 5C0FBBC7-8904-4DF4-8DFF-0952F45CE930

DocuSign Envelope ID: 5C0FBBC7-8904-4DF4-8DFF-0952F45CE930 Executive Director
5/28/2021

DocuSign Envelope ID: 5C0FBBC7-8904-4DF4-8DFF-0952F45CE930

DocuSign Envelope ID: 5C0FBBC7-8904-4DF4-8DFF-0952F45CE930

DocuSign Envelope ID: 5C0FBBC7-8904-4DF4-8DFF-0952F45CE930

DocuSign Envelope ID: 5C0FBBC7-8904-4DF4-8DFF-0952F45CE930

RHA15Nov2022 – sl/prc

RICHMOND, CALIFORNIA, November 15, 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 6:31 p.m. by Chair Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Commissioners Nathaniel Bates, Demnlus Johnson III, Melvin Willis, Chair Thomas K. Butt, and Housing Authority Tenant Commissioner Jaycine Scott. Absent:

Commissioners Claudia Jimenez, Gayle McLaughlin, and Vice Chair Eduardo Martinez 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
None.

K. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Commissioner Johnson III
Seconded by Housing Authority Tenant Commissioner Scott To approve all items on the Housing Authority Consent Calendar.

Ayes (8): Commissioners Bates, Jimenez, Johnson III, McLaughlin, Willis, Vice Chair Martinez, Chair Butt, and Housing Authority Tenant Commissioner Scott Passed (8 to 0)
K.1 Continued use of teleconference technology
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. 2171
K.2 Housing Authority Meeting Minutes
APPROVE the minutes of the Special October 18, 2022, Housing Authority meeting - City Clerk's Office (Pamela Christian 510-620-6513).

L. ADJOURNMENT
There being no further business, the meeting adjourned at 6:39 p.m.

RHA15Nov2022 – sl/prc

Clerk of the City of Richmond Chairperson

December 6, 2022

HOUSING AUTHORITY

Economic Development

DATE: December 6, 2022
TO: Housing Authority Board of Commissioners
FROM: Nannette J. Beacham, Executive Director
Gabino Arredondo, Project Manager

Subject:

Rental Assistance Demonstration (RAD) Program
Application for Richmond Village
FINANCIAL IMPACT: Submission of the RAD application to U.S. Department of Housing and Urban Development (HUD) is part of
Richmond Housing Authority’s (RHA) asset repositioning
efforts and will reduce RHA’s total public housing assets.

The application submittal facilitates efforts to implement provision in the Public Housing Agency Recovery and
Sustainability (PHARS) agreement and will provide an
increase in operating subsidy to the project.

PREVIOUS COUNCIL
ACTION:

September 13, 2022

STATEMENT OF THE
ISSUE:

As an implementing action of the RHA asset
repositioning efforts, RHA is prepared to submit a Rental Assistance Demonstration Program (RAD) application to
HUD for Richmond Village I, II, and III (collectively
Richmond Village). The application submittal facilitates efforts to reposition Richmond Village as provided in the PHARS Agreement with HUD.

AGENDA
REPORT

December 6, 2022
RECOMMENDED ACTION:

ADOPT a resolution authorizing the Richmond Housing
Authority (RHA) to submit a Rental Assistance
Demonstration (RAD) application and any Section 18
Disposition application elements required to support
blending RAD and Section 18 Disposition programs to
U.S. Department of Housing and Urban Development
(HUD) for Richmond Village - Richmond Housing
Authority (Nannette J. Beacham 621-1300).

DISCUSSION:

RHA's purpose is to provide quality, safe, and sanitary housing for very low-income individuals and families in the City of Richmond through the administration of the Low- Income Public Housing Program. Richmond Village, located at and around 700 S. 26th Street, contains 167 public housing units. The property is currently owned by Easter Hill Development, L.P. and Easter Hill Phase II, L.P, both California limited partnerships.

RHA is a Managing General Partner in both limited partnerships. These ownership entities were created to facilitate the use of Low-Income Housing Tax Credits (LIHTC) to finance the development approximately 15 years ago.

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.

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.

This RAD application will begin the process to convert the existing public housing operating subsidy to project based Section 8 vouchers. Converting these units is one aspect of the larger repositioning of Richmond Village. The application submittal facilitates efforts to reposition Richmond Village as provided in the PHARS Agreement with HUD (Tasks 5 & 6).

RHA is working with its partners McCormick Baron Salazar and Community Housing Development Corporation to exit the initial investor limited partner and modify the ownership structures as needed. These actions are not part of this request and will come before the board at a later date.

DOCUMENTS ATTACHED:

Attachment 1 - Resolution
Attachment 2 - PHARS Agreement

Reso. No. ____

RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, AUTHORIZING THE RICHMOND HOUSING AUTHORITY’S SUBMISSION OF A RENTAL ASSISTANCE DEMONSTRATION (RAD) PROGRAM APPLICATION AND ANY SECTION 18

DISPOSITION APPLICATION ELEMENTS REQUIRED TO SUPPORT BLENDING RAD AND SECTION 18 DISPOSITION PROGRAMS TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FOR RICHMOND VILLAGE I, II, AND III.

WHEREAS, Richmond Housing Authority (RHA) owns and manages 244 units of rental housing in the City of Richmond; and

WHEREAS, RHA entered into a 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 to provide 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, RHA is the recipient of a 2000 HOPE VI Revitalization Grant used to create Richmond Village, a multiphase redevelopment that together includes Richmond Village I (CA010000007) with 70 public housing units, Richmond Village II (CA010000008) with 61 public housing units, Richmond Village III (CA010000009) with 36 public housing units (collectively Richmond Village); and

WHEREAS, Richmond Village I is owned by Easter Hill Development, L.P. a California limited partnership that includes MBA Urban Development Co., its Development General Partner, and Richmond Village II and III are owned by Easter Hill Phase II, L.P a California limited partnership that includes MBA Urban Development Co., its Development General Partner; and

WHEREAS, the PHARS Agreement between RHA and HUD calls for the repositioning of public housing included in Richmond Village (Task 5 & 6); and

WHEREAS, in order for RHA to move forward in repositioning Richmond Village, a Rental Assistance Demonstration Program (RAD) application needs to be submitted and approved by HUD; and

WHEREAS, HUD provides for circumstances the RAD program may be combined with the Section 18 Disposition program to facilitate repositioning of public housing; and

WHEREAS, RHA has completed the application requirements for a RAD application in accordance with RAD Notice Revision 4 (H 2019-09 PIH 2019-23).

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 RHA is authorized to submit a RAD application for Richmond Village and any Section 18 Disposition application elements required by HUD to support blending RAD and Section 18 Disposition programs.

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

*****************

Reso. No. ____

The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond thereof held on December 6, 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 the Regular Housing Authority Meeting held on December 6, 2022.

____________________________________

CLERK OF THE HOUSING AUTHORITY

December 6, 2022

Housing Authority & City of Richmond

Economic Development

DATE: December 6, 2022
TO: Housing Authority Board of Commissioners and Members of the City Council
FROM:

Shasa Curl, City Manager
Nannette Beacham, Richmond Housing Authority (RHA)
Executive Director
Lina Velasco, Director of Community Development
LaShonda White, Interim Director of Community Services
Delmy Cuellar, Director of Finance
Gabino Arredondo, Project Manager

Subject:

Residual Receipts Loan to Assist in Financing the
Rehabilitation of Nevin Plaza Subject
FINANCIAL IMPACT: The financial impact to the City will be the use of $1.75 million of American Rescue Plan Act (ARPA) funds and
$1.75 million in Affordable Housing In Lieu Fee Housing Funds to provide a residual receipts loan to Nevin Plaza I, L.P.

PREVIOUS COUNCIL
ACTION:

December 15, 2020

STATEMENT OF THE
ISSUE:

RHA and the City have been informed by EAH Housing
of a funding gap that impacts the successful completion of the Nevin Plaza I Rehabilitation Project. The
rehabilitation and repositioning of Nevin Plaza is an
implementing action of the Public Housing Authority
Recovery and Sustainability (PHARS) agreement with
the U.S. Department of Housing and Urban Development
(HUD). RHA staff is recommending additional gap
financing for the project to move forward with
repositioning and complete needed improvements that

JOINT MEETING

AGENDA REPORT

December 6, 2022
will support the efforts to preserve and increase
affordable housing in Richmond.

RECOMMENDED ACTION: ADOPT a joint resolution authorizing the use of $1.75 million of American Rescue Plan Act (ARPA) funds and
$1.75 million of Affordable Housing In Lieu Fee Funds to provide a residual receipts loan to Nevin Plaza I, L.P. to assist in financing the rehabilitation of Nevin Plaza; and AUTHORIZE the city manager or designee and
Richmond Housing Authority (RHA) Executive Director to
negotiate and execute loan documents – City Manager’s
Office/Richmond Housing Authority (Shasa Curl 620-
6512/Nannette J. Beacham 621-1300).

DISCUSSION:

Background

Richmond Housing Authority’s (RHA) purpose is to provide quality, safe, and sanitary housing for very low-income seniors and disabled individuals and families in the City of Richmond through the administration of the Low-Income Public Housing Program.

Nevin Plaza, located at 2400 Nevin Avenue, is a 142-unit, seven-story building that houses seniors and disabled households. The property is currently owned and managed by RHA.

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.

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.

On February 25, 2020, the RHA Board of Commissioners designated EAH Housing (EAH) as the preferred developer for the redevelopment and operation of Nevin Plaza, which also includes the option to develop a 10,000 square foot vacant site adjacent to the Nevin Plaza parking lot for the new construction of affordable housing and authorized the Executive Director of RHA to negotiate an Exclusive Right to Negotiate (ERN) Agreement.

On June 30, 2020, the RHA Board of Commissioners adopted a resolution authorizing the Executive Director to execute an ERN agreement and authorized the Executive Director to negotiate the agreements necessary for the redevelopment and operation of Nevin Plaza with EAH.

On September 29, 2020, RHA Board of Commissioners approved the final Section 18

December 6, 2022
Disposition Application. The application was submitted to U.S. Department of Housing and Urban Development (HUD) in the first week of October 2020.

The City of Richmond Planning Division has completed an environmental assessment under the provisions of the National Environmental Policy Act and HUD regulations 24 CFR Part 58 for the project. The City has determined that the project will have no significant impact on the human environment. Therefore, an Environmental Impact Statement under the National Environmental Policy Act of 1969 (NEPA) is not required.

EAH proposes to reconfigure Nevin Plaza to include 138 residential units and transform the four (4) ground floor units into community and property management spaces. Nevin Plaza would have a +2,500 SF multi-purpose room, +1,500 SF for resident services, +5,000 SF for RHA offices, and +1,313 SF for property management offices. On the additional vacant parcels, EAH proposes a Type-V 4-story wood frame construction over a concrete podium with 70 units, a +1,120 SF lobby and reception area, a +1,350 SF community room, +700 SF for resident services, and a +5,000 SF courtyard.

Master Development Agreement (MDA)

On December 15, 2020, the RHA Board of Commissioners authorized the Executive Director to enter into a Master Development Agreement (MDA) and authorized the Executive Director to negotiate and execute any and all related documents and agreements for the rehabilitation of Nevin Plaza, including, without limitation, a ground lease, a purchase and sale agreement for the sale of the improvements, and seller carryback loan documents.

The MDA development site consists of Phase 1 Rehab: 0.92 total acres at 2400 Nevin Avenue including the 12-story, 142-unit Nevin Plaza building; and Phase 2 New Construction: approximately 0.23 acres of vacant property behind the parking lot at 319 25th St. (APNs: 515-261-001, 515-261-010, 515-261-992 and 515-261-003). RHA intends to lease the land, both the land under the building and the newly created parcel on which the new units will be built, to a limited partnership in which EAH Housing or its affiliate will serve as the Managing General Partner. RHA will also sell the building to the Developer, taking back a Seller Loan for the Fair Market Value of the building, which was then appraised at approximately $27.7 million, excluding the value of the land.

The MDA has been negotiated between RHA (Lessor of the land and Seller of the Nevin Plaza Building) and the Developer (Lessee of the land, Buyer of the building, and the Borrower under the Seller Loan). The MDA sets forth the mutually agreed upon terms for the Developer’s purchase and rehabilitation of the Nevin Plaza building and development of new units on the vacant site. On each phase, RHA will share at least 50 percent of total residual receipts with other subordinate lenders as payment toward RHA’s Seller Loan on the building, and the Developer will retain the remaining residual receipts as an incentive management fee. RHA will provide a ground lease of each of the Phase 1 and Phase 2 sites to the Developer for a nominal annual payment of $1 per year. RHA has worked with Contra Costa County Housing Authority (CCCHA) and the

December 6, 2022
Developer to secure Project Based Vouchers (PBVs) allocated by HUD for Phase 1 and will ascertain whether any PBVs are available for Phase 2.

Nevin Plaza I Rehabilitation Design and Cost Increases

On October 12, 2022 EAH informed RHA of its submission of updated building permit plans proposing design changes to assist in closing a funding gap resulting from additional construction requirements, increased construction costs, increased construction interest expense due to Federal Reserve Bank rate increases, and a requirement to fund a capitalized operating reserve to fund operating expenses until rehabilitation is completed; Construction interest expense has increased by $700,000 due to the Federal Reserve interest rate increases of 3.75% to 4.0% from March to November, 2022, plus increases in construction and other costs, including air conditioning and new electrical switchgear.

HUD operating subsidies are not available after the building is conveyed to the Developer, and PBV rent subsidies will not be available until rehabilitation is completed and Nevin Plaza passes HUD’s Housing Quality Standards (HQS) inspection. With only the limited tenant-paid rent being received during construction, there will be an operating funding gap, and the lender and investor will require a capitalized operating reserve to fund this gap. EAH has estimated the size of the required capitalized operating reserve (COR) at $2.6M for the entire construction and lease up period. This amount is currently under review by RHA staff and its consultants.

Nevin Plaza, I Funding Recommendations and Gap Sources

To minimize the funding gap, EAH proposed a series of changes to the scope of the rehabilitation to reduce construction costs. The Richmond Design Review Board (DRB) approved all of EAH’s proposed Exterior Design Value Engineering (VE) changes, with conditions. City and RHA staff also recommended approval of these changes.

City and RHA staff also recommend approval of all EAH proposed Interior VE Changes except staff recommend retaining the air conditioning and the upgrades to the electrical switchgear.

In addition to accepting the DRB-approved exterior design changes and EAH’s recommended interior design changes (with the exception of the air conditioning and electrical switchgear upgrades), staff recommend capitalizing the operating reserve in an amount not to exceed $2.6 million, or a lesser amount recommended by City staff and consultants. Staff recommended no new changes to interior unit finishes.

With the proposed design changes and including the COR, the total funding gap has been estimated by EAH at $4.6 million.

City and RHA staff have identified potential City funding sources to fill $3.5 million of the gap, including $1.75 million of American Rescue Plan Act (ARPA) funds and $1.75

December 6, 2022
million of Affordable Housing In Lieu Fee Funds. These funds would be provided to the project in the form of a residual receipts loan to Nevin Plaza I, L.P. to be repaid to the City out of available net cash flow. The available net cash flow would be allocated between the City loan and the RHA Seller Loan. EAH has indicated that it will be able to complete the project with the $3.5 million in additional funding from the City.

Redevelopment of this site is vital to the surrounding neighborhood, as it will improve the site, add services, and improve and preserve affordable housing for those in need.

Furthermore, this action is a deliverable in the 2019 Public Housing Authority Recovery and Sustainability (PHARS) agreement between HUD, RHA, and the City of Richmond.

Nevin Plaza I Rehabilitation Project Timeline

Developer RFP Submission August 19, 2019
Revised Proposal Submission December 12, 2019
Exclusive Right to Negotiate May 4, 2020
Master Development Agreement December 15, 2020
HUD Section 18 Disposition Approval April 20, 2021
Design Review Board Approval February 23, 2022
CDLAC/TCAC Notice of Award of Bonds and Tax Credits June 15, 2022 EAH Letter to City Requesting Exterior and Interior Design Changes and Cost Savings
October 13, 2022
Schedule of Values for Reduced Design Elements Submitted to City
October 21, 2022
DRB Approval of Proposed Design Changes November 9, 2022 Original Closing Deadline Per Bond Resolution December 26, 2022 Target Construction Loan Closing Third Week of January, 2023 Extended Closing Deadline Per CDLAC Memo March 26, 2023

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
Attachment 2 – PHARS Agreement

Reso. No.

RESOLUTION NO._____

A JOINT RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND AND

BOARD OF COMMISSIONERS OF THE HOUSING AUTHORITY OF THE CITY OF RICHMOND (RHA) AUTHORIZING THE USE OF $1.75 MILLION OF AMERICAN RESCUE PLAN ACT (ARPA) FUNDS AND $1.75 MILLION OF CITY

AFFORDABLE HOUSING IN LIEU FEE FUNDS TO PROVIDE A RESIDUAL RECEIPTS LOAN TO NEVIN PLAZA I, L.P. TO ASSIST IN FINANCING THE

REHABILITATION OF NEVIN PLAZA, AND AUTHORIZING THE CITY

MANAGER OR DESIGNEE AND RICHMOND HOUSING AUTHORITY (RHA)

EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE LOAN DOCUMENTS

WHEREAS, the Richmond Housing Authority (RHA) is a public entity chartered by the City of Richmond, California, as a separate legal entity under the provisions of the U.S. Housing Act of 1937; and

WHEREAS, RHA’s programs are funded by the federal government, subject to the rules and guidelines of the United States Department of Housing and Urban Development (HUD); and

WHEREAS, RHA’s mission is to provide decent, safe and sanitary affordable housing and coordinate supportive services for low-income residents and program participants of the City of Richmond; and

WHEREAS, RHA and the City of Richmond entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with th e U.S. De partment 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 owns the Nevin Plaza develo pment loc ated at 2400 Nevin Avenue, Richmond, CA 94804; 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 3.1 -3.5), requires the repositioning of Nevin Plaza as an implementing action to reposition the RHA Public Housing portfolio; and

WHEREAS, on February 25, 2020, the RHA Board of Commissioners designated EAH Housing (EAH) as the preferred developer for the redevelopment and operation of Nevin Plaza, and authorized the Executive Director of RHA to negotiate an Exclusive Right to Negotiate (ERN) Agreement; and

WHEREAS, on June 30, 2020, the RHA Board of Commissioners adopted a resolution authorizing the Executive Director to execute an ERN agreement with EAH; and

WHEREAS, on September 29, 2020, the RHA Board of Commissioners approved the final Section 18 Disposition Application for Nevin Plaza to be submitted to HUD; and

WHEREAS, on December 15, 2020, the RHA Board of Commissioners authorized the Executive Director to enter into a Master Development Agreement (MDA) with EAH, and authorized the Executive Director to negotiate and execute any and all related documents and agreements, for the rehabilitation of Nevin Plaza, including without limitation, a ground lease, a purchase and sale agreement for the sale of the improvements, and seller carryback loan

Reso. No.

documents; and

WHEREAS, in October 2022, EAH informed RHA and the City of Richmond of a funding gap resulting from additional construction requirements, increased construction costs, increase d construction interest expense due to Federal Reserve Bank rate increases , and a requirement to fund a capitalized operating reserve to fund operating expenses until rehabilitation is completed ; and

WHEREAS, if not addresse d, the funding gap would impair the ability to close the transaction, reposition the asset, and implement improvements to Nevin Plaza; and

WHEREAS, on November 9, 2022, the Design Review Board considered and approved EAH requests for modifications of previously approved exterior façade improvements of the Nevin Plaza building as a cost savings measure; and

WHEREAS, staff has reviewed the requirements of the ARPA and Affordable Housing In Lieu Fee Funds, and have determined that rehabilitation of Nevin Plaza would qualify as a permitted use of these funds; and

WHEREAS, the RHA Board of Commissioners and the City Council support the repositioning efforts outlined in the PHARS agreement; and

WHEREAS, the RHA Board of Commissioners and the City Council support the rehabilitation of Nevin Plaza and the improvement and preservation of affordable housing units.

NOW, THEREFORE, BE IT RESOLVED THAT THE COMMISSIONERS OF

THE HOUSING AUTHORITY OF THE CITY OF RICHMOND AND THE

MEMBERS OF THE RICHMOND CITY COUNCIL, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, hereby authorize the use of $1.75 million of American Rescue Plan Act (ARPA) funds and $1.75 million in Affordable Housing In Lieu Fee Funds to provide a residual receipts loan to Nevin Plaza I, L.P. to assist in financing the rehabilitation of Nevin Plaza, and authorize the City Manager or designee and Richmond Housing Authority (RHA) Executive Director to negot iate and execute loan docume nts.

BE IT FURTHER RESOLVED THAT t he Executive Director and City Manager are authorized to take all actions necessary to implement the foregoing resolution.

*******************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond and the Richmond Housing Board of Commissioners at a joint meeting thereof held on December , by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]

ATTEST:

Secretary
Approved as to form:

Reso. No.

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 joint City Council and Housing Authority Meeting held on December .

CLERK OF THE HOUSING AUTHORITY

AND CITY OF RICHMOND

cc15Nov2022 – sl/prc

RICHMOND, CALIFORNIA, November 15, 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 2:00 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 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government
Code Section 54957)
 Title: City Attorney
C.2 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
C.3 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: Terminal One
Agency negotiators: Lina Velasco and Dave Aleshire
Negotiating parties: Terminal One Development LLC
Under negotiation: Price and terms of payment

 Property: Nevin Plaza - 2400 Nevin Plaza
Agency negotiators: Nannette Beacham and Susan Bloch
Negotiating parties: EAH Housing
Under negotiations: Price and Terms of Payment

 Property: Richmond Bay Marina
Agency negotiators: Craig Murray and Dave Aleshire
Negotiating parties: Richmond Bay Marina, LLC and SHM MBYH, LLC Under negotiations: Price and terms of payment

 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 negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment

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C.4 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
 Agency Representatives: Sharrone Taylor and Jack Hughes 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 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED
LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 One Case
D. PUBLIC COMMENT BEFORE CLOSED SESSION
The following individuals gave comments via teleconference regarding Item C.4., labor negotiations: Ofelia Alvarez, John Hill, Dee Karnes, John Varga, and Yvette Williams-Barr.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 2:12 p.m. Closed Session adjourned at 6:28 p.m.

F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 6:31 p.m. by Chair Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Commissioners Nathaniel Bates, Demnlus Johnson III, Melvin Willis, Chair Thomas K. Butt, and Housing Authority Tenant Commissioner Jaycine Scott. Absent:

Commissioners Claudia Jimenez, Gayle McLaughlin, and Vice Chair Eduardo Martinez 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
None.

K. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Commissioner Johnson III
Seconded by Housing Authority Tenant Commissioner Scott To approve all items on the Housing Authority Consent Calendar.

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Ayes (8): Commissioners Bates, Jimenez, Johnson III, McLaughlin, Willis, Vice Chair Martinez, Chair Butt, and Housing Authority Tenant Commissioner Scott Passed (8 to 0)
K.1 Continued use of teleconference technology
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. 2171
K.2 Housing Authority Meeting Minutes
APPROVE the minutes of the Special October 18, 2022, Housing Authority meeting - City Clerk's Office (Pamela Christian 510-620-6513).

L. ADJOURNMENT
There being no further business, the meeting adjourned at 6:39 p.m.

M. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The Regular Meeting of the Richmond City Council was called to order at 6:40 p.m. by Mayor Thomas K. Butt via teleconference.

N. 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.

O. STATEMENT OF CONFLICT OF INTEREST
None.

P. AGENDA REVIEW
Items U.3.a regarding Port noise issues, U.4.a a contract extension for Rebuilding Together East Bay/SOS, U.8.b a grant award, U.9.b Design Review Board appointments, and U.9.e Planning Commission appointment were removed from the Consent Calendar for discussion at the end of the agenda. Item S a report from the Reimagining Taskforce was withdrawn from the agenda.

Q. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
Item C.1 city attorney performance evaluation was discussed, and no reportable action was taken.

Item. C.2 existing litigation, Winehaven, The Guidiville Rancheria, and North Coast Rivers Alliance, a status report was given, and no reportable action was taken.

Item C.3 real property negotiations, Terminal One, the direction was given for further negotiations. Nevin Plaza was discussed, deferred for further action, and no reportable action was taken. For Richmond Bay Marina, no reportable action was taken. Miraflores was discussed and there was no reportable action taken.

Item C.4 labor negotiations, the matter was discussed, directions were given for further negotiations, and no reportable action was taken.

Item C.5 anticipated litigation, the case was discussed and no reportable action was taken.

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R. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl reminded the community that the City of Richmond was working on the sixth cycle of its Housing Element and the draft was available for public review on the city's website. Ms. Curl welcomed public comments on the draft during the public comment period that commenced on October 21 through November 21, 2022.

Ms. Curl advised the community to call (510) 620-6706 to submit a comment on the draft Housing Element. Ms. Curl announced that the City of Richmond offered adult fitness programs and urged the community to call (510) 620-6793 for enrollment.

S. REPORT FROM THE REIMAGINING TASK FORCE - 3rd Tuesday (public comment allowed under Open Forum)
Withdrawn from the agenda.

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

Mark Wassberg expressed concerns regarding corruption and criminals. Mr. Wassberg gave comments regarding constitutional rights.

Jessi Taran expressed concerns regarding the Rydin Road encampment transition and its residents that were impacted. Ms. Taran gave comments regarding funding for encampments and urged the council to take responsibility for its actions.

Eli Moore expressed concerns regarding the increasing political polarization and violence in the United States. Mr. Moore urged city leaders and staff to take the matter more seriously. Mr. Moore suggested the community needed to be cognizant of the dynamics to ensure safety.

Deborah Small requested city officials and staff to no longer allow disrespectful and hateful language by public speakers during City Council meetings.

Lea Murray gave comments defending the outcome of the Rydin Road encampment transition and the services provided to encampment residents.

Tiffany Powell gave comments in support of Item U.4.a, regarding the extension of a contract with SOS. Ms. Powell urged the council to approve the matter.

U. CITY COUNCIL CONSENT CALENDAR
Motion by Councilmember Johnson III
Seconded by Vice Mayor Martinez
To approve all items on the City Council Consent Calendar except Items U.3.a, U.4.a, U.8.b, U.9.b, and U.9.e.

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

U.1 City Attorney's Office
U.1.a Legal Services Agreement with Sher Edling LLP
ADOPT a resolution authorizing the city manager to execute a legal services agreement with Sher Edling LLP to represent the City of Richmond on a contingency fee basis in litigation over PCB contamination – City Attorney’s Office (Dave Aleshire 510-620-6509).

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Adopted Resolution No. 163-22
U.2 City Clerk's Office
U.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. 164-22
U.2.b City Council Meeting Minutes
APPROVE the minutes of the October 25 and November 1, 2022, Regular City Council meetings - City Clerk's Office (Pamela Christian 510-620-6513).

U.3 City Council
U.3.a Noise Issues Coming from Port Industries
DIRECT staff to bring a report to the City Council in December that addresses ways to regulate the major noise issues coming from Port Industries - Councilmember Gayle McLaughlin (510-620-6636).

Councilmember McLaughlin introduced the matter. Discussion ensued.

Mark Wassberg gave comments via teleconference.

Motion by Councilmember McLaughlin
Seconded by Councilmember Jimenez
To approve said direction to staff.

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

U.4 Community Development
U.4.a Two-month Extension of Rebuilding Together East Bay North/SOS Contract
APPROVE an Amendment No. 2 of the Rebuilding Together East Bay- North (RTEBN) contract to extend the term to January 31, 2023, and increase the contract limit by $166,504.72, for a new total contract limit not to exceed 1,150,479.72, to continue providing encampment services and job opportunities for the unhoused – Community Development (Lina Velasco/Jesus Morales 510-620-6649).

Director of Community Development Lina Velasco introduced the matter.

Housing Manager Jesus Morales presented a PowerPoint that highlighted the contract services and summary. Discussion ensued. The following individuals gave comments via teleconference: Amanda Jenkins, Jessi Taran, Mark Wassberg, O'Neill Fernandez, Randy Scott, Deborah Small, Goretha Johnson, Daniel Barth, and Lea Murray. Further discussion ensued.

Motion by Councilmember Johnson III
Seconded by Councilmember Jimenez

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To approved said contract amendment.

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

U.5 Economic Development
U.5.a Grant Funding from the Bay Area Air Quality Management District (BAAQMD)
ACCEPT and APPROPRIATE the $1,003,250 grant award from the Bay Area Air Quality Management District (BAAQMD) to the City of Richmond’s Port Division - City Manager’s Office, Economic Development (Shasa Curl/Lizeht Zepeda 510-620-6653).

U.6 Finance Department
U.6.a Cost of Living Increase for Recipients of the General Pension Fund for 2023
ADOPT a resolution approving a three percent annual cost of living increase, in addition to the two percent minimum cost of living increase, for the recipients of the General Pension Fund, for a total annual cost of living increase of five percent for these recipients – Finance Department (Delmy Cuellar 510-620-6740).

Adopted Resolution No. 165-22
U.7 Human Resources
U.7.a Third Contract Amendment with George Hills Company APPROVE a third amendment extending the contract with George Hills Company through June 30, 2024, and adding an additional $270,108, to continue providing third-party administration of general liability claims received by the City, for a new total contract amount not to exceed $868,668 – Human Resources Department (Sharrone Taylor/Laura Marquez 510-620-6974).

U.7.b Amending the City of Richmond Salary Schedule
ADOPT a resolution amending the salary schedule to retitle Payroll Supervisor to Payroll Manager and amending the salary ranges for Payroll Manager and Deputy Director of Public Works City Engineer – Human Resources Department (Sharrone Taylor/Nickie Mastay 510-620-6602).

Adopted Resolution No. 166-22
U.8 Library and Community Services
U.8.a Contract with Specialty Vehicle Services
APPROVE the sole-source contract with Specialty Vehicle Services, LLC, for consulting services for the design and procurement of a new Bookmobile, for a total amount of $20,300, for a term beginning November 16, 2022, and ending November 15, 2023 – Library and Community Services Department (Diana Lopez 510-620-5452 and Christopher Larsen 510-620-5524).

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U.8.b Approval of the Expenditures Associated with the 2022-2025 California Violence Intervention and Prevention (CALVIP) Grant Award ADOPT a resolution to ACCEPT and APPROPRIATE the expenditure plan associated with the 2022-2025 California Violence Intervention and Prevention Program (CalVIP) grant award in the amount of $6,000,000; and AUTHORIZE the city manager or their designee to negotiate and execute multi-year contracts, with termination dates ranging from June 30, 2025, through December 31, 2025, with RYSE Center ($1,000,000), Richmond Police Activities League (RPAL) ($1,150,000), Safe Return Project ($1,000,000), Evident Change ($300,000), Literacy for Every Adult Program (LEAP) ($120,000), and for financial audit services ($25,000); and AUTHORIZE the city manager or their designee to execute all budgetary and program amendments approved by the Board of State and Community Corrections, and any associated City contract amendments – Library and Community Services Department (LaShonda White/Sam Vaughn 510-620-5404).

Interim Director of Library and Community Services LaShonda White introduced the matter. Deputy Director of Office of Neighborhood Safety Sam Vaughn provided an oral report. Discussion ensued. Councilmember Jimenez announced her recusal from the vote on this matter because her spouse was a volunteer boardmember of the Safe Return Project. The following individuals gave comments via teleconference: Mark Wassberg, Jessi Taran, and Deborah Small. Further discussion ensued.

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

Ayes (5): Councilmember Johnson III, Councilmember Willis, Councilmember McLaughlin, Vice Mayor Martinez, and Mayor Butt Absent (2): Councilmember Bates and Councilmember Jimenez Passed (5 to 2)
Adopted Resolution No. 167-22
U.9 Mayor's Office
U.9.a Small Business Saturday – November 26, 2022
PROCLAMATION declaring November 26, 2022, as Small Business Saturday in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510- 620-6503).

U.9.b Design Review Board Appointments
APPOINT Umoja Akbar, Design Review Board, Seat #4, Term Expires March 17, 2024; David Plotkin, Design Review Board, Seat #5, Term Expires March 17, 2023 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

Mayor Butt introduced the matter and provided an overview of the applicants qualifications. Deborah Bayer gave comments via teleconference.

Motion by Mayor Butt
Seconded by Councilmember Johnson III

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To approve said appointments.

Ayes (3): Councilmember Bates, Councilmember Johnson III, and Mayor Butt
Noes (3): Councilmember Jimenez, Councilmember McLaughlin, and Vice Mayor Martinez
Abstentions (1): Councilmember Willis
Failed (3 to 3)

U.9.c Contra Costa County Advisory Council on Aging Appointment APPOINT Cate Burkhart, Contra Costa County Advisory Council on Aging, City of Richmond’s Seat, Term Expires September 30, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

U.9.d Transgender Day of Remembrance – November 20, 2022 PROCLAMATION declaring November 20, 2022, as Transgender Day of Remembrance in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620-6503).

U.9.e Planning Commission Appointment
APPOINT Bhavin Khatri, Planning Commission, Seat #5, Term Expires June 30, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

Mayor Butt introduced the matter and provided an overview of the applicant's qualifications. Deborah Bayer gave comments via teleconference.

Motion by Mayor Butt
Seconded by Councilmember Bates
To approve said appointment.

Ayes (3): Councilmember Bates, Councilmember Johnson III, and Mayor Butt
Noes (3): Councilmember Jimenez, Councilmember McLaughlin, and Vice Mayor Martinez
Abstentions (1): Councilmember Willis
Failed (3 to 3)

U.10 Police Department
U.10.a Three-Year Contract with Data Ticket
APPROVE a three-year contract with Data Ticket, Inc., from January 1, 2023, through December 31, 2026, to provide parking citation software and payment collection services, in an amount not to exceed $30,000, with two one-year options to renew the contract based on the same terms if approved by both parties - Police Department (Chief Bisa French 510-621-1802).

U.10.b Contract Amendment with Allied Universal Security Services APPROVE a fourth amendment to the contract with Allied Universal in the total amount of $834,555, including $495,000 for services provided at the Civic Center and Library campuses, as well as $339,555 for services provided to Booker T. Anderson Community Center, for a new contract

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total amount not to exceed $2,018,253, and an extended term through December 31, 2023, utilizing the first one-year additional time extension - Police Department (Chief Bisa French 510-621-1802).

V. PUBLIC HEARINGS
V.1 Amendments to Richmond Municipal Code Article VI Chapter 6.02 INTRODUCE an ordinance (first reading) with an effective date of January 1, 2023, amending Richmond Municipal Code (RMC) Article VI, Building Regulations, Chapter 6.02 by adopting the 2022 California Building Standards Code with noted local amendments – Community Development Department (Lina Velasco/Chris Castanchoa 510-620-6764).

City Clerk Pamela Christian announced that it was time, pursuant to public notice, to hold a public hearing. Mayor Butt declared the public hearing opened. There were no public speakers via teleconference. Mayor Butt closed the public hearing.

Motion by Councilmember Jimenez
Seconded by Councilmember Johnson III
To introduce said ordinance for the first reading and lay over for one week for the second reading.

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

W. NEW BUSINESS
W.1 Marina Lease Amendment and Assignment
APPROVE an assignment of Marina Lease to Safe Harbors Marinas (SHM MBYH, LLC); and APPROVE an amended and restated Marina Lease between the City of Richmond and Safe Harbors Marinas (SHM MBYH, LLC) for the balance of the 55-year original lease term ending June 30, 2055 – City Manager’s Office (Craig Murray 510-307-8188). This item was continued from the November 1, 2022, meeting.

Project Development Manager Craig Murray presented a PowerPoint that highlighted the following: background; tenant's right to sublet and assign; review; and changes.

Motion by Councilmember McLaughlin
Seconded by Councilmember Johnson III
To approve said lease assignment and the amended and restated lease.

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

X. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
Councilmember Bates congratulated the hosts of the Richmond Music Legends Award Gala held on November 12, 2022, for recognizing Richmond native Dorothy Combs Morrison, the legendary singer of "Oh Happy Day". Councilmember Bates

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recommended that Ms. Morrison be given the 'Key to the City' for recognition of her contributions.

Y. ADJOURNMENT
There being no further business, the meeting adjourned at 8:35 p.m., to meet again on November 22, 2022, at 6:30 p.m.

Clerk of the City of Richmond Mayor

December 6, 2022

Economic Development

DATE: December 6, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Gabino Arredondo, Project Manger
Craig Murray, Development Project Manager II

Subject:

Congressman Garamendi Lease
FINANCIAL IMPACT: Per the lease terms, the United States House of Representatives will pay the City $13,689 per year, for a total of $27,378 for the two-year term of the lease
(01917090-362801).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Congressman Garamendi requested that the City of
Richmond consider leasing approximately 845 square
feet of one office, four cubicles, and a conference room at 440 Civic Center Plaza as his Congressional District office. City staff is requesting approval of a standard United States House of Representative’s District Office lease agreement for this purpose.

RECOMMENDED ACTION:

APPROVE a lease with the United States House of
Representatives to allow Congressman Garamendi to
utilize approximately 845 square feet of office space, four cubicles, and a conference room on the second floor of
440 Civic Center Plaza as his Congressional District
office, at a rate of $1,140.75 per month ($13,689 per
year), for a two-year term from January 3, 2023, through January 2, 2025 – City Manager’s Office (Shasa
Curl/Craig Murray 621-1612).

AGENDA
REPORT

December 6, 2022

DISCUSSION:

Congressman Garamendi has requested the opportunity to lease approximately 845 square feet of office space at 440 Civic Center Plaza previously occupied by Congressman DeSaulnier. This space serves as an excellent, central location from which to connect with the Richmond community and serve the West County area. The Congressman’s staff would utilize space on the second floor of 440 Civic Center Plaza, adjacent to the reception area. The space includes one office space, four cubicles, conversion of one of the conference rooms for office space, and shared use of conference and break rooms. Other details are included on the attached, standard House of Representatives lease. Under the lease, the Congressman would pay rent of $1,140.75 per month ($1.35 per square foot) for a total of $13,689 annually. The term would be consistent with the two-year Congressional term of office. The new base rent increase was calculated by staff researching similar office space rates in the City of Richmond on the commercial real estate marketplace website Loopnet. The range of rental lease rates was between $1.30 sf to $2.00 sf. Staff determined an increase of the previous rental rate to $1.35 sf would be a fair and supported new base rent rate.

DOCUMENTS ATTACHED:

Attachment 1 - Lease between the City of Richmond and United States House of Representatives

District Office Lease Instructions

A. The preamble has three blank lines to be filled in:
and (3) Member/Member-

B. Section 1 has three blank lines to be filled in: (1) square footage of the leased office (optional); (2) street address of the leased office; and (3) city, state and ZIP code of the leased office.

C. Section 2 confirms that all amenities identified in the District Office Lease Attachment accompanying the Lease are to be provided by Lessor.

D. Section 3 has two blank lines to be filled in: (1) date lease begins (must be on or after January 3, 2021); and (2) date lease ends (must be on or before January 2, 2023).

E. Section 4

F. Section 5 has one blank line
the lease before the end of the term. A standard period is 30 days, but any figure is acceptable. If

G. Sections 19, other than filling in the blanks, may not be altered or deleted.

H. Section 11 has space provided to list any additional lease provisions.

I. Prior to either party signing a lease, the Member/Member-Elect must submit the proposed lease, accompanied by a copy of the District Office Lease Attachment for the 117th Congress, to the Administrative Counsel for review and approval. If the proposed terms and conditions of the lease are determined to be in compliance with applicable law and House Rules and Regulations, the Administrative Counsel will notify the Member/Member-Elect that (s)he may proceed with the signing of the lease. Please submit the proposed lease and District Office Lease Attachment either by e-mail in PDF form ([email protected]) or fax (202-226-0357).

J. The Member/Member-Elect is required to personally sign the documents. A signed and dated District Office Lease Attachment must accompany this lease. Once signed by both parties, the Lease and the District Office Lease Attachment must be submitted to the Administrative Counsel for final approval. They may be sent by email in PDF form or faxed to 202-226-0357.

K. If approved, Administrative Counsel will send the forms to Finance so that payment can begin. If there are errors on the form, the Member office will be contacted and required to correct them.

NO LEASE OR ATTACHMENT CAN BE SIGNED BEFORE THEY HAVE BEEN APPROVED BY THE ADMINISTRATIVE COUNSEL.

The term for a District Office Lease for the 117th Congress may not commence prior to January 3, 2021.

Members should endeavor to lease space through the last day of a congressional term rather than the last day of a calendar year. For the 117th Congress, leases should end on January 2, 2023, not December 31, 2022.

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease
(Page 1 of 3117th Congress)
Pursuant to 2 U.S.C.A. § 4313, and the Regulations of the Committee on House Administration (as modified from time to time by Committee Order) relating to office space in home districts, ___________ _______________________________, _____________________________________________________ essor -Elect of the U.S. House of
essee

1. Location. Lessor shall lease to Lessee _____________ square feet of office space located at ____________________________________________________________________________________ in the city, state and ZIP code of __________________________________________.

2. Lease Amenities.Lessee shall be entitled to receive and Lessor shall be required to provide the amenities selected in Section A of the District Office Lease Attachment ( accompanying this Lease.

3. Term. Lessee shall have and hold the leased premises for the period beginning _____________, 20____ and ending _____________, 20____. The term of this District Office Lease may not exceed two (2) years and may not extend beyond January 2, 2023, which is the end of the constitutional term of the Congress to which the Member is elected.

4. Rent. The monthly rent shall be ________________, and is payable in arrears on or before the last day of each calendar month. Rent payable under this Lease shall be prorated on a daily basis for any fraction of a month of occupancy.

5. Early Termination. This Lease
written notice to the other party. The commencement date of such termination notice shall be the date such notice is delivered or, if mailed, the date such notice is postmarked.

6. Payments. During the term of this Lease, rent payments under Section 4 of this Lease shall be remitted to the Lessor by the Chief Administrative Officer of the U.S. House of Representatives (the essee.

7. District Office Lease Attachment for 117th Congress. The District Office Lease Attachment attached hereto is incorporated herein by reference, and this Lease shall have no force or effect unless and until accompanied by an executed District Office Lease Attachment for the 117th Congress.

8. Counterparts. This Lease may be executed in any number of counterparts and by facsimile copy, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument.

9. Section Headings.The section headings of this Lease are for convenience of reference only and shall not be deemed to limit or affect any of the provisions hereof. (L ZIP code)
(Office street address)
(Office city, state and ZIP)

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease
(Page 2 of 3117th Congress)

10. Modifications. Any amendments, additions or modifications to this Lease inconsistent with Sections 1 through 9 above shall have no force or effect to the extent of such inconsistency.

11. Other.Additionally, the Lessor and the Lessee agree to the following:
[Signature page follows.]

U.S. House of Representatives
Washington, D.C. 20515

District Office Lease
(Page 3 of 3 117th Congress)
This District Office Lease must be accompanied with an executed District Office Lease Attachment.

IN WITNESS WHEREOF, the parties have duly executed this District Office Lease as of the later date written below by the Lessor or the Lessee.

____________________________________________________________________________________ Print Name of Lessor/Landlord/Company Print Name of Lessee

By: ___________________________________ ______________________________________ Lessor Signature Lessee Signature
Name:

Title:

____________________________________________________________________________________ Date Date

District Office Lease Attachment- Instructions
The District Office Lease Attachment must accompany everyLease or Amendment submitted for a Member/Member-Elect .

A few things to keep in mind:

A. The Member/Member-Elect is required to personally sign the documents.

B.
.

C. The Member/Member-
proposed leased space will serve as a flagship district office.

D. Section B he Attachment SHALL NOT have any
provisions deleted or changed.

E. Even if rent is zero, an Attachment is still required.

F. Prior to either party signing a Lease or Amendment, the Member/Member-Elect must submit the proposed Lease or Amendment, accompanied by a copy of the Attachment, to the Administrative Counsel for review and approval. If the Administrative Counsel determines that the proposed terms and conditions of the Lease or Amendment are in compliance with applicable law and House Rules and Regulations, the Administrative Counsel will notify the Member/Member-Elect that (s)he may proceed with the execution of the Lease or Amendment.

Please submit the proposed Lease or Amendment and Attachment either by e-mail in PDF form ([email protected]) or by fax (202-226-0357).

G. Once signed by both parties, the Lease or Amendment along with the Attachment must be submitted to the Administrative Counsel for final approval. They may be sent by email in PDF form ([email protected]) or by fax (202-226-0357).

H. Without a properly signed and submitted Attachment, the Lease or Amendment cannot be approved by the Administrative Counsel and payments will not be made. The parties agree that any charges for default, early termination or cancellation of the Lease or Amendment which result from actions taken by or on behalf of the Lessee shall be the sole responsibility of the Lessee, and epresentational Allowance.

I. Lessor shall provide a copy of any assignment, estoppel certificate, notice of a bankruptcy or foreclosure, or notice of a sale or transfer of the leased premises to the Administrative Counsel by e-mail in PDF form ([email protected]).

NO LEASE, AMENDMENT OR ATTACHMENT CAN BE SIGNED BEFORE THEY HAVE BEEN APPROVED BY THE ADMINISTRATIVE COUNSEL.

The term of a District Office Lease or Amendment for the 117th Congress may not commence prior to January 3, 2021.

Members should endeavor to lease space through the last day of a congressional term rather than the last day of a calendar year. For the 117th Congress, leases should end on January 2, 2023, not December 31, 2022.

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease Attachment
(Page 1 of 5117th Congress)
Send completed forms to: Administrative Counsel, 217 Ford House Office Building, Washington, D.C. 20515.

Copies may also be faxed to 202-226-0357.

SECTION A
(Lease Amenities)
Section A sets forth the amenities provided by the Lessor to be included in the Lease and designates whether the leased space will be the Member/Member- . Except as noted below, the amenities listed are not required for all district offices.

To be completed by the Lessor (required amenities):

High-Speed Internet Available Within the Leased Space.

Please list any internet providers known to provide service to the property:
__________________________________________________________________________________ Interior Wiring CAT 5e or Better within Leased Space.

To be completed by the Lessor (optional amenities):
separately listed elsewhere in the Lease.
(The below checklist can be left blank if the above box is checked.) The Lease includes (please check and complete all that apply):

Lockable Space for Networking Equipment.

Telephone Service Available.

Parking. ____Assigned Parking Spaces
____Unassigned Parking Spaces
General Off-Street Parking on an As-Available Basis
Utilities. Includes:__________________________________________________________________ Janitorial Services. Frequency: __________________________________________________ Trash Removal. Frequency: _____________________________________________________ Carpet Cleaning. Frequency: ____________________________________________________ Window Washing.Window Treatments.

Tenant Alterations Included In Rental Rate.

After Hours Building Access.

Office Furnishings. Includes: ___________________________________________________ Cable TV Accessible. If checked, Included in Rental Rate: Yes No Building Manager.Onsite On Call Contact Name:______________________________ Phone Number:___________________Email Address:_______________________________ To be completed by the Member/Member-elect (required):

The leased space will serve as my flagship (primary) District Office.

The leased space will NOT serve as my flagship (primary) District Office.

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease Attachment
(Page 2 of 5117th Congress)
Send completed forms to: Administrative Counsel, 217 Ford House Office Building, Washington, D.C. 20515.

Copies may also be faxed to 202-226-0357.

SECTION B
(Additional Lease Terms)

1. Incorporated District Office Lease Attachment. Lessor (Landlord) and Lessee (Member/Member-Elect of the U.S. House of Representatives) agree that this District Office

2. Performance. Lessor expressly acknowledges that neither the U.S. House of Representatives (the
expressly acknowledges that payments made by the Chief Administrative Officer of the House (the which payments are
made solely on behalf of Lessee in support of his/her official and representational duties as a Member of the House shall create no legal obligation or liability on the part of the CAO or the House whatsoever. Lessee shall be solely responsible for the performance of the Lease and Lessor expressly agrees to look solely to Lessee for such performance.

3. Modifications.Any amendment to the Lease must be in writing and signed by the Lessor and Lessee. Lessor and Lessee also understand and acknowledge that the Administrative Counsel for Lease prior to its execution.

4. Compliance with House Rules and Regulations. Lessor and Lessee understand and acknowledge that the Lease shall not be valid, and the CAO will not authorize the disbursement of funds to the Lessor, until the Administrative Counsel has reviewed the Lease to determine that it complies with the Rules of the House and the Regulations of the Committee on House Administration, and approved the Lease by signing the last page of this Attachment.

5. Payments. The Lease is a fixed term lease with monthly installments for which payment is due in arrears on or before the end of each calendar month. In the event of a payment dispute, Lessor agrees to contact the Office of Finance of the House at 202-225-7474 to attempt to resolve the dispute before contacting Lessee.

6. Void Provisions. Any provision in the Lease purporting to require the payment of a security deposit shall have no force or effect. Furthermore, any provision in the Lease purporting to vary the dollar amount of the rent specified in the Lease by any cost of living clause, operating expense clause, pro rata expense clause, escalation clause, or any other adjustment or measure during the term of the Lease shall have no force or effect.

7. Certain Charges.The parties agree that any charge for default, early termination or cancellation of the Lease which results from actions taken by or on behalf of the Lessee shall be the sole responsibility of the Lessee, and shall not be paid by the CAO on behalf of the Lessee.

8. Death, Resignation or Removal. In the event Lessee dies, resigns or is removed from office during the term of the Lease, the Clerk of the House may, at his or her sole option, either: (a)

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease Attachment
(Page 3 of 5117th Congress)
Send completed forms to: Administrative Counsel, 217 Ford House Office Building, Washington, D.C. 20515.

Copies may also be faxed to 202-226-0357.
obligation of the Lease and continue to occupy the premises for a period not to exceed sixty (60) elects to terminate the Lease, the commencement date of such thirty (30) day termination notice shall be the date such notice is delivered to the Lessor or, if mailed, the date on which such notice is postmarked.

9. Term. The term of the Lease may not exceed the constitutional term of the Congress to which the Lessee has been elected. The Lease may be signed by the Member-Elect before taking office.

Should the Member-Elect not take office to serve as a Member of the 117th Congress, the Lease will be considered null and void.

10. Early Termination. If either Lessor or Lessee terminates the Lease under the terms of the Lease, the terminating party agrees to promptly file a copy of any termination notice with the Office of Finance, U.S. House of Representatives, Jason
Washington, Washington, D.C. 20515, and with the Administrative Counsel by e-mail at [email protected].

11. Assignments.Lessor shall provide thirty (30) days prior written notice to Lessee before assigning any of its rights, interests or obligations under the Lease, in whole or in part, by operation of law or otherwise. Lessor shall promptly file a copy of any such assignment notice with the Administrative Counsel by e-mail at [email protected]. Lessee and the House shall not be responsible for any
assignment notice in accordance with this section.

12. Sale or Transfer of Leased Premises.Lessor shall provide thirty (30) days prior written notice to Lessee in the event (a) of any sale to a third party of any part of the leased premises, or (b) Lessor transfers or otherwise disposes of any of the leased premises, and provide documentation evidencing such sale or transfer in such notice. Lessor shall promptly file a copy of any such sale or transfer notice with the Administrative Counsel by e-mail at [email protected].

13. Bankruptcy and Foreclosure.In the event (a) Lessor is placed in bankruptcy proceedings (whether voluntarily or involuntarily), (b) the leased premises is foreclosed upon, or (c) of any similar occurrence, Lessor agrees to promptly notify Lessee in writing. Lessor shall promptly file a copy of any such notice with the Office of Finance, U.S. House of Representatives, Federal Building, Suite 3220, Attn: Jason Washington, Washington, D.C. 20515, and with the Administrative Counsel by e-mail at [email protected].

14. Estoppel Certificates. Lessee agrees to sign an estoppel certificate relating to the leased premises (usually used in instances when the Lessor is selling or refinancing the building) upon the request of the Lessor. Such an estoppel certificate shall require the review of the Administrative Counsel, prior to Lessee signing the estoppel certificate. Lessor shall promptly provide a copy of any such estoppel certificate to the Administrative Counsel by e-mail at [email protected].

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease Attachment
(Page 4 of 5117th Congress)
Send completed forms to: Administrative Counsel, 217 Ford House Office Building, Washington, D.C. 20515.

Copies may also be faxed to 202-226-0357.

15. Maintenance of Common Areas. Lessor agrees to maintain in good order, at its sole expense, all public and common areas of the building including, but not limited to, all sidewalks, parking areas, lobbies, elevators, escalators, entryways, exits, alleys and other like areas.

16. Maintenance of Structural Components. Lessor also agrees to maintain in good order, repair or replace as needed, at its sole expense, all structural and other components of the premises including, but not limited to, roofs, ceilings, walls (interior and exterior), floors, windows, doors, foundations, fixtures, and all mechanical, plumbing, electrical and air conditioning/heating systems or equipment (including window air conditioning units provided by the Lessor) serving the premises.

17. Lessor Liability for Failure to Maintain. Lessor shall be liable for any damage, either to persons or property, sustained by Lessee or any of his or her employees or guests, caused by ations under Sections 15 and 16.

18. Initial Alterations. Lessor shall make any initial alterations to the leased premises, as requested such initial alterations shall be included in the annual rental rate.

19. Federal Tort Claims Act. Lessor agrees that the Federal Tort Claims Act, 28 U.S.C. §§ 2671- 80, satisfies any and all obligations on the part of the Lessee to purchase private liability insurance. Lessee shall not be required to provide any certificates of insurance to Lessor.

20. Limitation of Liability.
officers or employees will indemnify or hold harmless Lessor against any liability of Lessor to

21. Compliance with Laws. Lessor shall be solely responsible for complying with all applicable permitting and zoning ordinances or requirements, and with all local and state building codes, safety codes and handicap accessibility codes (including the Americans with Disabilities Act), both in the common areas of the building and the leased space of the Lessee.

22. Electronic Funds Transfer. Lessor agrees to accept monthly rent payments by Electronic Funds Transfer and agrees to provide the Office of Finance, U.S. House of Representatives, with all banking information necessary to facilitate such payments.

23. Refunds. Lessor shall promptly refund to the CAO, without formal demand, any payment made to the Lessor by the CAO for any period for which rent is not owed because the Lease has ended or been terminated.

24. Conflict. Should any provision of this Attachment be inconsistent with any provision of the attached Lease or attached Amendment, the provisions of this Attachment shall control, and those inconsistent provisions of the Lease or the Amendment shall have no force and effect to the extent of such inconsistency.

U.S. House of Representatives
Washington, D.C. 20515
District Office Lease Attachment
(Page 5 of 5117th Congress)
Send completed forms to: Administrative Counsel, 217 Ford House Office Building, Washington, D.C. 20515.

Copies may also be faxed to 202-226-0357.

25. Construction. Unless the clear meaning requires otherwise, words of feminine, masculine or neuter gender include all other genders and, wherever appropriate, words in the singular include the plural and vice versa.

26. Fair Market Value. The Lease or Amendment is entered into at fair market value as the result of a bona fide, arms-length, marketplace transaction. The Lessor and Lessee certify that the parties are not relatives nor have had, or continue to have, a professional or legal relationship (except as a landlord and tenant).

27. District Certification. The Lessee certifies that the office space that is the subject of the Lease is located within the district the Lessee was elected to represent unless otherwise authorized by Regulations of the Committee on House Administration.

28. Counterparts. This Attachment may be executed in any number of counterparts and by facsimile copy, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument.

29. Section Headings. The section headings of this Attachment are for convenience of reference only and shall not be deemed to limit or affect any of the provisions hereof.

IN WITNESS WHEREOF, the parties have duly executed this District Office Lease Attachment as of the later date written below by the Lessor or the Lessee.
________________________________ ______________________________________ Print Name of Lessor/Landlord Print Name of Lessee
By: ____________________________ ______________________________________ Lessor Signature Lessee Signature
Name:

Title:
___________________________________ __________________________________________ Date Date
is the point of contact for questions?
Name_____________________ Phone (_____) __________ E-mail [email protected] This District Office Lease Attachment and the attached Lease or Amendment have been reviewed and are approved, pursuant to Regulations of the Committee on House Administration.

Signed _________________________________________________ Date ________________________, 20______. (Administrative Counsel)

U.S. House of Representatives
Substitute W-9 and ACH Vendor/Miscellaneous Payment Enrollment Form

INSTRUCTIONS
FAX NUMBER:(202) 225-6914

SECTION I UNITED STATES HOUSE OF REPRESENTATIVES INFORMATION ADDRESS US HOUSE OF REPRESENTATIVES - ACCOUNTING, 3110 O'NEILL BUILDING, WASHINGTON DC 20515 AGENCY IDENTIFIER 53-6002523 AGENCY LOCATION CODE 4832 TELEPHONE NUMBER (202) 226-2277

SECTION II PAYEE/COMPANY INFORMATION

BUSINESS NAME/DISREGARDED ENTITY NAME OR DBA, IF DIFFERENT THAN NAME

ON YOUR INCOME TAX RETURN
ADDRESS/CITY/STATE/ZIP Enter the correct Tax Identification Number type

SOCIAL SECURITY NUMBER (SSN) EMPLOYER TAX ID NUMBER (EIN)

CONTACT PERSON NAME PURCHASE ORDER ADDRESS/CITY/STATE/ZIP

PO EMAIL

TELEPHONE NUMBER FAX NUMBER TELEPHONE NUMBER FAX NUMBER

REMIT TO ADDRESS
CHECK APPROPRIATE BOX FOR FEDERAL TAX CLASSIFICATION (required) Partnership Trust/EstateC Corporation

SECTION III FINANCIAL INSTITUTION INFORMATION

BANK NAME
NINE-DIGIT ROUTING TRANSIT NUMBER ___ ___ ___ ___ ___ ___ ___ ___ ___

DEPOSITOR ACCOUNT TITLE

DEPOSITOR ACCOUNT NUMBER LOCKBOX NUMBER

TYPE OF ACCOUNT CHECKING SAVINGS LOCKBOX

SECTION IV SOCIO-ECONOMIC INFORMATION
Type of Business Large Business-No Socio-Economic Designations Minority SmBusiness Sm-Disadv/Minority Sm-Disadv Only SmMin Only Sm-Disadvantaged Business Prog8 (a) Firm HUBZone Program HUBZone Eligible Emerging Small Business Women-Owned Business Other Preference Programs Buy Indian Directed to JWOD Non-Profit No Preference/Not Listed Small Business Set-Aside Very Small Business Set-Aside Veteran Owned Status Non-Vet Owned SmBus Other Vet Owned SmBus Serv-Disabled Vet Other Bus Serv-Disabled Vet Owned SB Vet-Owned Other Bus Size of Business: (A) 50 or less (B) 51-100 (C) 101-250 (D) 251-500 (E) 501-750 (F) 751-1,000 (G) Over 1,000 (M) 1 million or less (N) 1.1-2 million (P) 2.1-3.5 million (R) 3.1-5 million (S) 5.1-10 million (T)10.1-17 million (Z)Over 17 million

SECTION V CERTIFICATION OF DATA BY PAYEE/COMPANY

NAME TITLE/POSITION

SIGNATURE DATE TELE
Internal Revenue Code 6109, 31 U.S.C. 3322, 31 CFR 210 and the 1996 Debt Collection Improvement Act require all entities that do business with the United States Government to provide a Tax Identification Number (TIN) and Electronic Funds Transfer (EFT) information for payment. PL 93-579 protects your privacy and mandates that the information never be published or used for any other purpose than to pay you. Please complete all sections below, sign and return via the email or fax number listed.

NAME AS SHOWN ON YOUR INCOME TAX RETURN
EMAIL
RETURN FORM TO:

Individual/Sole Proprietor orSingle Member LLC
Note. For athat is disregarded, check the appropriate box for the tax classification of the

Instructions for Completing
U.S. House of Representatives
Substitute W-9 and ACH Vendor/Miscellaneous Payment Enrollment Form Section I - Agency Information
Section II - Payee/Company Information
Section III - Financial Institution Information
ACH Account Information Located on a Check or Deposit Ticket found on the bottom of a check or deposit ticket or from your Financial Institution Section IV - Socio-Economic Information
Section V - Certification of Data By Payee/Company
SunTrust Bank

December 6, 2022

Economic Development

DATE: December 6, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Shasa Curl, City Manager
Samantha Carr, Environmental Manager

Subject:

Annual Solid Waste Rate Adjustment
FINANCIAL IMPACT: There is no significant financial impact to the City’s General Fund.

PREVIOUS COUNCIL
ACTION:

December 7, 2021

STATEMENT OF THE
ISSUE:

The Franchise Agreement between the City of Richmond
and Republic Services provides for an annual adjustment based on the Consumer Price Index (CPI) and bulky item
pick-up program participation.

RECOMMENDED ACTION: ADOPT a resolution to update the 2023 solid waste collection rates - City Manager’s Office, Economic
Development (Shasa Curl/Samantha Carr 620-5407).

DISCUSSION:

The City of Richmond’s solid waste and recycling services are provided by two agreements with Republic Services: 1) a collection franchise agreement managed by the City of Richmond; and 2) a post-collection agreement managed by the West Contra Costa Integrated Waste Management Authority (“RecycleMore”). Pickup rates are set at the end of the year based on CPI adjustments.

AGENDA
REPORT

December 6, 2022
Adjustments to the 2023 solid waste collection rate include: a) CPI adjustment and b) the bulky item program adjustment charges. Approximately 77 percent of Richmond residential customers subscribe to the 35-gallon trash cart service. The 2023 financial impact for solid waste collection services for the 35-gallon cart service will amount to: a) CPI increase of $1.13 per month and b) bulky item adjustment of ($0.16) for a total collection increase of $0.97. In addition, the post-collection agreement results in an increase of $12.60 per month for 35-gallon cart service. A summary of the residential and commercial collection and post-collection rates for the 2023 calendar year are also noted below in Tables 2 and 3 as well as in Attachments 1 and 2.

CPI Adjustment

Pursuant to the collection Franchise Agreement between the City of Richmond and Republic Services, the City is obligated to adjust the solid waste collection rates on an annual basis according to the change in the CPI. The attached letter from Republic Services provides an official notice of the percentage increase (Attachment 2).

City Council adoption of the resolution updates and formalizes the 2023 solid waste collection rates (Attachment 1). The terms of the City’s collection Franchise Agreements with Republic Services state the collection rates are to be adjusted by the CPI. The indicated October 2021 to October 2022 CPI change for the San Francisco-Oakland- Hayward Metropolitan Area is 6.0 percent.

Under terms of the 2014 Franchise Agreement Amendment, City staff members negotiated that CPI increases for residential customers for the years 2018 through 2025 shall be capped at a maximum of 3.25 percent annually with an overage of 2.75 percent. There is an additional .57 percent carryover from the previous rate setting year for a total carryover of 3.32 percent to 2024. The commercial customer rates will be adjusted by the CPI rate of 6.0 percent from the 2022 base rate.

Bulky Item Participation

An enhanced bulky item collection service was included in the 2014 Franchise Agreement for residential customers. Residential customers may schedule a pick-up for bulky items (up to three items) at no additional cost once per year by calling Republic Services at (510) 262-7100. The program aims to reduce or prevent illegal dumping by providing a bulky item collection service to ratepayers and incorporating the costs into the monthly rates. Bi-lingual participation flyers are included as bill inserts twice per year to encourage participation (below right). Illegal dumping postcards are also posted around City Hall and City facilities (below left). For more information about the program visit, www.richmondenvironment.org.

December 6, 2022

In 2022, the number of participant households slightly decreased from 11.3 percent to

10.5 percent of all Richmond households. The slight decrease in participation will result in a $0.16 per month rebate of solid waste collection rates for the 2023 calendar year.

Republic Services and the City have collected data from 2012 to present on illegal dumping and bulky item pick-ups within the City. The data can be viewed on the city’s Transparent Richmond website. Since 2012 there has been an overall decrease in the amount of illegally dumped bulky items abated by City crews (Graph 1) and with a corresponding overall increase in the number of bulky items collected by Republic Services (Graph 2). These graphs represent bulky items such as televisions, mattresses, furniture, tires, and similar household items.

The data source for all of the graphs was provided by Republic Services transfer station receipts and annual bulky item participation reports.

Graph 1: Illegally Dumped Bulky Items 2012 – 2021

December 6, 2022
Graph 2: Republic Services Bulky Item Pick-up Program Participation: Program Start in 2015 to 2022

Graph 3: Illegally Dumped Solid Waste 2012 - 2021

Post-Collection Rate Adjustment

On November 10, 2022, the Regional RecycleMore Board, comprised of three Richmond Board Members, approved post-collection rate adjustments as shown below in Table 1.

Table 1: Post Collection Agreement Percent and Dollar 2023 Rate Increase Percent Increase from 2022 Dollar Increase from 2022
Residential Sector
(35 Gallon Cart)

2.6% $.32 Per Month
Commercial Sector -8.1% -$1.00 Per Cubic Yard
Industrial Sector 8.5% $15.15 Per Ton

December 6, 2022
Table 2: 2023 Residential Service Rates (Monthly)

Table 3: 2023 Commercial Rates (Monthly)

DOCUMENTS ATTACHED:

Attachment 1 – Resolution Updating Solid Waste Service Rates Attachment 2 – Republic Services CPI Adjustment Notice

RESOLUTION NO-

A RESOLUTION OF THE CITY COUNCIL OF CITY OF RICHMOND, CALIFORNIA TO

UPDATE THE SOLID WASTE COLLECTION RATES AS STATED IN EXHIBIT A

WHEREAS, the City of Richmond (“the City”) and Richmond Sanitary Service, a subsidiary of Republic Services, Inc, (“RS”) entered into an exclusive franchise agreement entitled “Franchise Agreement Between City of Richmond and RS,” effective July 1, 1986, as amended (“Franchise Agreement"), for solid waste collection services; and

WHEREAS, the Franchise Agreement includes the collection of trash, recyclables, compost, and bulky items from residents and businesses; and

WHEREAS, the Franchise Agreement provides that the City Council is to approve collection rates paid by ratepayers; and

WHEREAS, a resident bulky item collection service was included as an amendment in 2014 to the Franchise Agreement ("2014 Amendment"); and

WHEREAS, pursuant to the collection Franchise Agreement, the City is obligated to adjust the solid waste collection rates on an annual basis according to the change in the Consumer Price Index (CPI) and the bulky item participation rate; and

WHEREAS, under the terms of the 2014 Amendment, City staff members negotiated that CPI increases for the years 2018 through 2025 shall be capped at a maximum of 3.25 percent annually; and

WHEREAS, the City Council approved the Richmond Climate Action Plan (CAP) directing staff to increase solid waste diversion; and

WHEREAS, in 2019, the City Council approved that solid waste rates be annually updated by Resolution.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond does hereby resolve, declare, determine and order as follows:

Section 1. Collection Rates as stated in Richmond Municipal Code Sections 9.20.150 and

9.20.155 and as set forth in Exhibit A attached hereto are hereby approved and said rates are effective for calendar year 2023.

1 of 2Page 148 of 1565

* * * * * * *

IT IS HEREBY CERTIFIED that the foregoing resolution was duly introduced and adopted at a regular meeting of the
wit:

AYES: CO UNCILMEMBER:

NOES: CO UNCILMEMBER:

ABSENT: COUNCILMEMBER:

ABSTAIN: COUNCILMEMBER:
held on the by the following vote, to

CLERK OF THE CITY OF RICHMOND

Approved:

THOMAS K. BUTT
Mayor

Approved as to form:

DAVE ALESHIRE
City Attorney

2 of 2

Exhibit A- Calendar Year 2023 Collection Rates

Section Resolution Text 2023 2022

9.20.150(a)1 For single-family residences, the charge for the weekly collection of each receptacle of thirty-five (35) gallons per week shall be $ per month per receptacle.

$33.83

$32.92

9.20.150(a)2 For single family residences, the charge for the weekly collection of each receptacle of sixty-five (65) gallons per week shall be $ per month per receptacle.

$64.33

$62.46

9.20.150(a)3 For single family residences, the charge for the weekly collection of each receptacle of ninety-five (95)
gallons per week shall be $ per month per receptacle.

$95.17

$92.33

9.20.150(a)4 For each min-can (receptacle not exceeding twenty (20) gallons in volume capacity) collected once per week at a single-family residence, the charge shall be $ per
month per receptacle.

$30.73

$29.92

9.20.150(a)5 The above rates include weekly service for one (1) solid waste cart (brown), one (1) 65-gallon (blue) cart for
recyclables and one (1) 65-gallon (green) cart for organics.

Additional blue and green carts are available at additional cost of $ __per month per receptacle.

$10.40

$9.81

9.20.150(a)6 For residential units in multiple family dwellings, for each residential unit receiving collection service, the charge for the weekly collection of each receptacle of
thirty-five (35) gallons shall be $ per month per
receptacle.

$33.83

$32.92

9.20.150(a)7 For residential units in multiple family dwellings, for each residential unit receiving collection of each receptacle of sixty- five (65) gallons per week shall be $ per month per receptacle.

$64.33

$62.46

9.20.150(a)8 For residential units in multiple family dwellings, for each residential unit receiving collection of each receptacle of ninety- five (95) gallons per week shall be $ per
month per receptacle.

$95.17

$92.33

9.20.15(a)9 For each mini-can (a receptacle not exceeding twenty (20) gallons in volume capacity) collected once per week from a residential unit of a multi-family dwelling, the charge shall be $ per month per receptacle.

$30.73

$29.92

9.20.150(a)11 In addition to the rates set forth in the above subsections, a carry-out fee of $ per receptacle per month for solid
waste receptacles and $ per receptacle per
month for recycling or green waste receptacles may be
charged to those owners utilizing such service.

$10.46

$9.87

$10.46

$9.87

Exhibit A- Calendar Year 2023 Collection Rates

Section

Resolution Text 2023 2022

9.20.150(a)12 For senior citizens (individuals sixty-two (62) years of age or older who own or reside in a single-family residence (including duplexes) or a residential unit in a multi-family residence where service is billed separately the charge for the collection of the first thirty-five (35) gallon receptacle once per week shall be $ per month. For collection of
one only 20-gallon receptacle once per week shall be
$ . For the purposes of this subsection, a residence
may qualify for the senior citizen rate if at least one of the owners or occupants is a senior citizen as defined by this subsection.

$32.03

$31.18

$29.05

$28.29

9.20.150(a)13(A) Return trip surcharge, per cart $ _. $39.67 $37.42

9.20.150(a)13(B) Additional recycle/ green waste, per cart per month $ _.

More than one (1) recycling cart, or more than one (1)
green waste cart.

$10.40

$9.81

9.20.150(a)13(C) Missing cart/insert removal, per cart $ _. For instances where upon account closure, carts not found/set out for retrieval. Customer unauthorized removal of insert to
increase cart capacity from 20-gallon to 35-gallon.

$75.78

$71.49

9.20.150(a)13(D) Overage, per bag $ . For instances where the trash, recycling, or green waste cart filled above cart rim.

$12.77

$12.51

9.20.150(a)13(E) Same week on-call curbside clean-up $ . Depending upon collection vehicle capacity, standard bulky item
collection scheduled within 10 days of request at no
additional charge. Same week bulky item clean-ups are
subject to an expedited service surcharge.

$20.25

$19.10

9.20.150(a)13(F) Contamination surcharge $ . $34.39 $32.44

9.20.150(b) In addition to the rates provided for in subsection (a) of this section, an additional surcharge of $ for each thirty-five (35) gallons of receptacle capacity $ for each sixty-five (65) gallons of receptacle capacity $ for each ninety- five (95) gallons of receptacle capacity; or an additional $ for each twenty (20) gallon mini-can shall be charged each month on each receptacle as established by the Board of Directors of the West Contra Costa Integrated Waste
Management Authority (WCCIWMA) or its successor
entity, in accordance with the Joint Powers Agreement
between the City and the WCCIWMA.

$12.60

$12.28

$23.42

$22.83

$35.15

$34.26

$7.18

$7.00

Section Resolution Text 2023 2022

9.20.155(a)1 COMMERCIAL CART COLLECTION SERVICE
RATES 30/35 gallon per month

$44.44

$41.92

COMMERCIAL CART COLLECTION SERVICE
RATES 60/65 gallon per month

$93.34

$88.06

COMMERCIAL CART COLLECTION SERVICE
RATES 95/100 gallon per month

$117.65

$110.99
The rates set forth above include a $ per yard/per
month/per pick-up/per week IRRF Surcharge.

$49.40

$53.73

9.20.155(b)1(A) Special pickups without 24-hour notice or same day service $84.29

$79.52

9.20.155(b)1(B) Steam clean box $119.10
$41.92
$112.36
$41.92 9.20.155(b)1(C) Charge for moving container more than 15 feet (per foot) $0.21

$0.20

9.20.155(b)1(D) Lock and key charge
$22.48

$21.21

9.20.155(b)(2) Special pick-up rates for the collection of bulky items and large quantities: 1 Cubic Yard

$108.25

$102.12
2 Cubic Yard $170.54

$41.92
$160.89

$41.92
3 Cubic Yard $229.45

$216.46
4 Cubic Yard $286.56 $270.34
5 Cubic Yard $342.72 $323.32
6 Cubic Yard $398.36 $375.81
7 Cubic Yard $453.66 $427.98

9.20.155(c) COMMERCIAL CART RATE -- IRRF SURCHARGE:
30/35 gallon per month

$12.60

$12.28
COMMERCIAL CART RATE -- IRRF SURCHARGE:
60/65 gallon per month

$23.42

$22.83
COMMERCIAL CART RATE -- IRRF SURCHARGE:
95/100 gallon per month

$35.15

$34.26

Table 1: Residential Service Rates

CITY OF RICHMOND
2023 RESIDENTIAL SERVICE RATES
2022 2023 2023 2023 2023 2023
Collection CPI 3.25% * Bulky Item Collection IRRF Combined Rate Adjust Charge Charge Surcharge Mo. Rate
35-gallon $32.92 $1.07 -0.16 $33.83 $12.60 $46.43
65-gallon 62.46 2.03 -0.16 64.33 23.42 $87.75
95-gallon 92.33 3.00 -0.16 95.17 35.15 $130.32
20-gallon 29.92 0.97 -0.16 30.73 7.18 $37.91
Senior20-
gallon 28.29 0.92 -0.16 29.05 7.18 $36.23
Senior 35-
gallon 31.18 1.01 -0.16 32.03 12.60 $44.63
Richmond Residential Rates
*CPI 6.0% - 3.25% maximum CPI allowed = 2.75%, 2.75% + 0.57% will carryover to 2024.

Table 2: Commercial Service Rates
2023 Commercial Service Rates *
Bin Times per Week
Size 1 2 3 4 5 6 7
1 Yard $304.07 $536.83 $ 769.36

$1,002.07

$1,234.86

2 Yard 502.97 923.59 1,344.48

1,765.20

2,186.08

3 Yard 693.62 1,289.60 1,888.34

2,487.42

3,086.37

4 Yard 876.96 1,645.48 2,418.17

3,190.65

3,963.10

5 Yard 1,057.46 2,006.50 2,940.80

3,885.19

4,829.30

6 Yard 1,236.33 2,345.67 3,460.92

4,575.97

5,691.42

7 Yard 1,413.85 2,693.53 3,979.88 5,266.20

6,552.44 7,838.91

9,125.22
*Includes $49.40 per yard/per month/per pick-up per week (IRRF Surcharge)

Table 3: Industrial Service Rates

CITY OF RICHMOND
2023 INDUSTRIAL RECYCLING SERVICE RATES
<<<<< FOR INDUSTRIAL CUSTOMERS ONLY >>>>>
Recycling Times Per Week
Bin Size 1 2 3 4 5
1 Yard $152.53 $269.40 $386.15 $503.00 $619.88
2 Yard 252.47 463.76 675.18 886.52 1,097.94
3 Yard 346.81 647.74 948.58 1,249.59 1,550.54
4 Yard 438.48 826.66 1,214.97 1,603.17 1,991.35 5 Yard 528.73 1,003.25 1,477.75 1,952.40 2,426.90 6 Yard 618.17 1,178.72 1,739.28 2,299.75 2,860.41 7 Yard 706.93 1,353.63 2,000.23 2,646.82 3,293.42 Table 4: Special Services

SPECIAL SERVICES
2022 2023 2023
Rate 6.0% Rate
Adjust
Contamination $32.44 $1.95 $34.39
Add'l Green/Blue Cart $9.81 $0.59 $10.40
Carryout per cart $9.87 $0.59 $10.46
Special Pick-up (same day) $79.52 $4.77 $94.29
Steam Clean Box $112.36 $6.7413 $119.10
Moving Container over 15ft.
(per foot)

$0.20

$0.01

$0.21
Lock & Key Charge $21.21 $1.27 $22.48
Extra Pick-ups 1yd $102.12 $6.13 $108.25
Extra Pick-ups 2yd $160.89 $9.65 $170.54
Extra Pick-ups 3yd $216.46 $12.99 $229.45
Extra Pick-ups 4yd $270.34 $16.22 $286.56
Extra Pick-ups 5yd $323.32 $19.40 $342.72
Extra Pick-ups 6yd $375.81 $22.55 $398.36
Extra Pick-ups 7yd $427.98 $25.68 $453.66

December 6, 2022

Economic Development

DATE: December 6, 2022
TO: Mayor Butt and Members of the City Council
FROM: Gabino Arredondo, Project Manger
Craig Murray, Development Project Manager II

Subject:

Richmond Promise Lease
FINANCIAL IMPACT: Per the lease terms, Richmond Promise will pay the new rate of $799.20 per month, which is the increased rental amount from the original amount of $773. The increased
amount is retroactive to March 1, 2022. (01917090-
362801).

PREVIOUS COUNCIL
ACTION:

March 20, 2018

STATEMENT OF THE
ISSUE:

Richmond Promise requested that the City of Richmond
consider approval of a new lease agreement with
Richmond Promise for the continued use of office space
at 440 Civic Center Plaza. City staff is requesting
approval of a lease agreement for this purpose.

RECOMMENDED ACTION:

APPROVE a lease with Richmond Promise, a
community-wide college scholarship fund and college
success initiative, for the use of approximately 592
square feet of office space at 440 Civic Center Plaza at a rate of $799.20 per month ($9,590.40 per year), for a
three-year term from March 1, 2022, through January 2,
2025, with options to extend the lease term for two
additional one year periods – City Manager’s Office
(Craig Murray 621-1612).

AGENDA
REPORT

December 6, 2022

DISCUSSION:

City staff is recommending City Council approval of a lease agreement with Richmond Promise for use of office space at 440 Civic Center Plaza. Richmond Promise is currently utilizing approximately 592 square feet of office space inclusive of one office and eight cubicles at 440 Civic Center (2nd Floor). Richmond Promise has leased office space at 440 Civic Center Plaza since January 1, 2017. The original lease expired February 28, 2022. City staff is now requesting a new lease agreement, which will be backdated to March 1, 2022. The new lease provides that Richmond Promise pay $799.20 per month, which is an increase from the $773 prior rental amount.

The new rental amount is on par with the rental amount paid by other tenants in 440 Civic Center Plaza for office space. The City currently leases office space at 440 Civic Center Plaza to the National Park Service (Rosie the Riveter World War II Home Front National Historic Park) and to the federal government for the district office of Congressman Mark DeSaulnier.

Launched in January 2016, Richmond Promise is a community-wide college scholarship fund and college success initiative to build a college graduating culture in Richmond.

The cornerstone of Richmond Promise is a $1,500 community-wide scholarship initiated by a 10-year, $35 million seed-investment from the Environmental and Community Investment Agreement (ECIA) with the City of Richmond. Richmond Promise has served 2,200 students with scholarships.

Richmond Promise is a 501(c)(3) charitable organization with institutional partnerships with the City of Richmond, the West Contra Costa Unified School District, Contra Costa College, University of California, and California State University systems. Richmond Promise desires to increase the number of students, particularly who are low-income and first in their family to go to college, who:

1. Are exposed to college resources, role models, and experiences throughout K-

16. 2. Successfully transition to an accredited university/college directly from high school.

3. Successfully transfer from community college to 4-year university.

4. Complete an associate degree, bachelor’s degree, or career + technical education.

DOCUMENTS ATTACHED:

Attachment 1 – Lease Agreement

•LEASE•

BASIC LEASE INFORMATION

Date of Lease: March 1, 2022
Landlord: City of Richmond, a municipal corporation and charter city Landlord's Address: 450 Civic Center Plaza
Richmond, CA 94804
Attn: City Manager

Tenant: Richmond Promise, Inc., a California non-profit corporation Tenant's Address: 440 Civic Center Plaza, 2nd Floor
Richmond, CA 94904
Attention: Executive Director

Premises: That certain office and appurtenance cubicle spaces as shown on Exhibit A, located at 440 Civic Center Plaza, 2nd Floor, Richmond, California Commencement
Date:

March 1, 2022
Rent
Commencement
Date:

March 1, 2022
Expiration Date: February 28, 2025
Base Rent:

$ 799.20 per month
Permitted Use: Office Space

Lease Agreement 2
THIS LEASE is entered into as of March 1, 2022, between Landlord and Tenant.

Article 1.

Premises

1.01. Lease. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises (including any r ights and appurtenances in connection therewith that are necessary for the Permitted Use) upon all of the t erms, covenants and conditions set forth in this Lease. The Premises is more particularly shown with hatch marks on Exhibit A.

1.02. Acceptance of Premise s. Tenant accepts the Premises in its AS IS condition existing as of the Commencement Date, subject to all matters of record and applicable laws, ordinances, rules and regulations. Tenant acknowledges that neither Landlord nor any of Landlord's agents ha s agreed to undertake any alterations or additions or to perform any maintenance or repair of the Premises whatsoever, except as expressly set forth herein. Tenant shall obtain all necessary pe rmits to use the Premises for the Permitted Use.

1.03 Condition Precedent . Prior to Tenant’s use of the Premises for the Permitted Use , Tenant shall perform any and al l alterations, additions and improvements in or to the Premises r equired by the City of Richmond and/or any other governmental a uthorities to make the Premises compliant in all respect with all laws, ordinances, rules, regulations and orders (state, federa l, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises n ow in effect or that may hereafter come into effect including, but not limited to the Americans with Disabi lities Ac t, 42 U.S.C. §§ 1201 et seq . (the “ Improvements”). Consent to such Improvements is conditioned upon: (i) Tenant's acquiring all applicable permits required by g overnmental authorities; (ii) Tenant's furnishing to Landlord copies of such permit s, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applica ble permits and approvals in a prompt and expeditious manner. The Improvements shall be constructed diligently, in a good and workmanlike manner with new, good and sufficient materials . Once the I mprovements have been completed, Tenant shall notify Landlord promptly indicating that the condition precedent set forth in this Section 1.03 has been satisfied.

1.04 Reserved Easements. Landlord reserves to itself and the right to grant to others in the future nonexclusive utility easements (including easements for construction, maintenance, repair, replacement and reconstruction of such utility easements) over, under, through, across or on the Premises, prov ided Landlord shall use reasonable efforts to provide that such work occurring, and any easement is located such that it will not unreason ably interfere with Tenant’s use and enjoyment of the Premises. Tenant shall not be obligated to maintain or repair any such easement facilities unless the need for repair is caused by Tenant’s negligence or other wrongful conduct.

Article 2.

Term, Use and Rent

2.01. Term.
(a) The Term shall commence upon the Commencement Date and shall continue in full force for the Term. Tenant's obl igation to pay Rent shall commence on the Rent Commencement Date and its other obligations under this Lease shall commence upon the Comme ncement Date. The Term shall terminate upon t he Expiration Date, unless sooner terminated or extended pursuant to the terms of this Lease.
(b) Tenant shall have the right to extend the Term of this Lease for two (_2_) additional (_1_) (_one__) year per iods commencing when the prior term expires upon pr ior written notice (“ Tenant’s Election Notice”) to Landlord given not later than thirty (30) business days prior to the expiration of the

Lease Agreement 3
Term; provided, however, Landlord shall n ot be obligated to extend this Lease if Landlord has provided written notice of its election to use and occupy the Premises to Tenant’s exclusion (“City’s Use Notice”), which notice shall be given at least thirty (30) days prior to the expiration of Term. Alternatively, the City in its sole discretion may limit Tenant’s right to extend this Lease on a month -to-month basis , which determination shall be stated in the City’s Use Notice. Should Landlord so limit Tenant’s right to extend this Lease, Tenant shall be obligated to provide Landlord with Tenant’s Election Notice not later t han five (5) business days prior to the expiration of the then current lease term. During each extended term, the provisions of this Lease, as it may be amended in writing p rior to the date of the commencement of such extended term, shall continue in effe ct except that Tenant shall occupy the Premises in its then AS IS condition and shall pay Base Rent as provided in Section 2.01(c). Notwithstanding the foregoing, Tenant shall not be permitted to extend the term of this Lease beyond February 28, 2027. (c) Base Rent for the extension option period shall be cal culated as follows: during the extension option period, effective as of the first day of the extension op tion, the Base Rent shall be increased (the “ CPI Increase ”) to equal the sum of (i) the Base Rent for the Lease Year immediately preceding the extension option, plus (ii ) the product obtained by multiplying such amount by the percentage increase in the Con sumer Price Index measured from the measuring month which is two months preceding the commenc ement of such extension option to the measuring month fourteen months preceding the commencement of the extension option in question; provided, however, that in no event shall the annual CPI Increase be less than four percent (4%) nor more than six percent (6%) of Base Rent for the immediately preceding Lease Year. As used herein , the term “Consumer Price Index” (“Consumer Price Index ”) shall mean the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumers, All Items, San Francisco -Oakland-San Jose, California (1982-84 equals 100), or the successor of such index. Tenant shall continue paying the current Base Rent until the increased Base Rent has been calculated. Upon such calculation, Landlord shall give notice to Tenant of the amount of the new Base Rent which shall be due and pa yable effective as of the commencement of the extension option and Tenant shall, upon t he giving of such notice, pay Landlord any shortage in Base Rent accruing between the commenc ement of the extension option and the date of the notice.

(d) Upon the occ urrence of the Expiration Date or any earlier termination of this Lease, Landlord and T enant shall each be released and discharged from any claims or liabilities thereafter arising; provided, however, that nothing herein shall be deemed to release or disch arge either party from those obligations that expressly survive the termination of this Lease, including those claims made by a third party for which Landlord has a claim of defense and indemnity against Tenant.

2.02. Permitted Use.
(a) Tenant shall use the Premise s solely for the Permitted Use and for no other use or purpose, except as permitted by Landlord pursuant to Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion.
(b) The Premises shall be operated and maintained in an e fficient, business -like and first class manner.
(c) Tenant shall be permitted to use any fixtures, equipment and signs currently at the Premises that are the property of Landlord; pr ovided that it shall be Tenant's responsibility to maintain and repair such fixtures, equipment and signs.

2.03. Personnel. Tenant shall furnish and supervise suffici ent personnel to properly and efficiently operate and maintain the Premises in accordance wit h the terms of this Lease. Such personnel shall either be employees , volunt eers or contractors of Tenant or employees of Operator. All such personnel shall be co urteous to customers of the Premises. Further, Tenant shall promptly attend to the reasonable complaints and/or comments of Landlord and the customers of the Premises. As used herein, “Operator” shall mean any third-party engaged by Tenant to operate the Premises.

Lease Agreement 4

2.04. Base Rent . Commencing on the Rent Commencement Date and throughout the remainder of the Term of this Lease, Tenant shall pay the Base Rent to Landlord in acco rdance with the schedule set forth on the Basic Lease Information and in the manner des cribed below. Base Rent shall be payable in monthly installments on or before the first day of each calendar month during the Term commencing on the Rent Commencement D ate, in advance without demand and without any reduction, abatement, counterclaim or se toff, in lawful money of the United States, at Landlord's address specified on the Basic Leas e Information sheet or at such other address as may be designated by Landlor d in the manner provided for giving notice under Section 7.11 hereof.

2.05. Payment of Cert ain Expenses by Tenant . Tenant shall pay, prior to delinquency, all expenses and costs of ev ery kind and nature that are necessary or prudent in connection with the management, maintenance, repair, preservation and operation of the Premises including, but not limited to, the following: (1) wages, salaries and related expenses, payroll taxes, ins urance and other benefits of all on -site and off -site employees and personne l engaged in the operation, maintenance, repair and security for the Premises; (2) all supplies, materials, equipment and equipment rental used in the operation, maintenance, repai r and security for the Premises; (3) all fees and charges due to any Operator hired by Tenant to operate the Premises; (4) utilities, including water and power for the Premises; (5) all maintenance, janitorial and service agreements for the Premises and th e equipment thereon, including, without limitation, any alarm and/or securit y service; (6) all operating permits and licenses and all personal property taxes, poss essory interest taxes, parking, sales or use taxes, assessments or fees, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, or charges of any kind that are assessed, levied, c harged, confirmed or imposed by any public authority upon the operation of the Premises (or a ny portion or component thereof) or this Lease; (7) all insurance required u nder Article 6 below; (8) all data processing, accounting and legal fees for the operat ion of the Premises; and (9) telephone and infrastructure technology charges. Should Landlord separately invoice Tenant for any of the above expenses, Tenant shall pay such expenses as additional rent within ten ( 10) days of receipt of such invoices.

Notwithstanding the foregoing, Tenant shall not be requir ed to pay as add itional rent those costs to Landlord set forth in (1), (2), (4), (5) and (9) above.

Landlord shall be entitled to install, at Tenant's expense, utility meters in the Premises to facilitat e the separate billing of Tenant for the expenses hereinabove describe d. Utility costs and expenses for any partial month shall be prorated based upon a thirty (30)-day month.

2.06. Payment of Certain Taxes by Tenant . Tenant shall be liable for all tax es levied against personal property and trade fixtures placed by Tenan t in the Premises, which tax es shall be paid when due and before any delinquency. If any such taxes are levied against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal propert y and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand th at part of such taxes for which Tenant is primarily liable hereunder.

2.07. Relocation. Landlord may elect to elec t to relocate Tenant to a new office and cubicle location within the Premises at any time. Land lord shall notify Tenant of its intention to relocate Tenant at least thirty (3) days before the date of such reloca tion. Should Tenant choose not to relocate, this Lease shall terminate upon expiration of such thirty (3)-day period. The relocation shall be at Tenant ’s sole cost and expen se. Tenan t doe s hereby voluntar ily and knowingly release and forever discharge Land lord from any and all c laims or demands for relocation assistance benefits which may arise by reason of Article 9 of Chapter 4 of Division 24 of the Health and Safety Code of the Sta te of California, or by reason of the f ederal act entitled “Uniform Relocation Assistance and Real Pro perty Acquisition Policies Act of 1970” (Public Law 91 -646), as amended , or by reason of any law or regulation of the Unit ed States of America, the State of California, or other authority, except in the event of direct condemnation of Tenant ’s property interest by the City of Richmond.

Lease Agreement 5
Article 3.

Landlord's Covenants

3.01. Basic Services. Landlord does not provide any utility or water service to the Premises.

Landlord shall not be liable for damages to either person or property, nor shall Landlord be deemed to have ev icted Tenant, nor shall there be a ny abatement of Rent, nor shall Tenant be relieved from performance of any covenant on its part to be performed under th is Lease by reason of any (i) deficiency in the provision of electricity , gas or water; (ii) breakdown of equipment or machinery utilize d in supplying services; or (iii) curtailment or cessation of services due to causes or circumstances beyond the reasonable c ontrol of Landlord or by the making of necessary repairs or improvements, unless such deficiency, breakdown, curtailment or cessati on is due to the sole active negligence or willful misconduct of Landlord.

3.02. Graphics and Signage . All new signs, notic es, advertisements and graphics of every kind or character, displayed in the Premises or visible from the exterior of the Premises shall be subject to Landlord's prior written approval, at Landlord’s sole discretion , and shall be constructed and installed at Tenant's sole expense, subject to all applicable laws.

3.03. Repair Obligation. Except as specifically s et forth in this Lease, Landlord s hall have no obligation whatsoever to maintain or repair the Premises. Landlord shall have the right, but not the obligation, to undertake work or repair that Tenant is required to perform under this Lease and that Tenant fails or refuses to perform in a timely and efficient manner. Tenant shall reimburse Landlord upon demand, as additional rent, for all costs reasonably incurred by Landlord in performing any such work or repair for the account of Tenant. The parties int end that the terms of this Lease g overn their respective maintenance and repair obligations. Tenant expressly waives the benefit of any statute now or he reafter in effect to the extent it is inconsistent with the terms of this Lease with respect to such o bligations or affords Tenant the r ight to make repairs at the expense of Landlord or to terminate this Lease by reason of the condition of the Premises or any needed repairs.

3.04. Real Property Taxes and Debt Service . Subject to Section 2.06 above, Landlord shall pay any and all real property taxes, assessments and fees, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kin d that are assessed, levied, charged, confirmed or imposed by any public authority upon the Premises ( or any portion or component thereo f) or upon the Rent due hereunder. Landlord shall pay all debt service, ground lease rental, or similar payments due with respect to the Premises, if any.

3.05. Peaceful Enjoyment . Landlord covenants with Tenant that upon Tena nt paying the Rent and all other c harges required under this Lease and performing all of Tenant's covenants and agreements herein contained, Tenant shall peacefully have, hold and enjoy the Premises subject to all of the terms of this Lease. This covenant and the other covenants of Landlo rd contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring dur ing its or their respective ownerships of Landlord's interest hereunder.

Article 4.

Tenant's Covenants

4.01. Payments by Tenant . Tenant shall pay Base Rent at the times and in the manner provided in this Lease. All obligations of Tenant hereunder to make payments to Lan dlord shall constitute rent and failure to pay the same when due shall give rise to the rights and rem edies provided for in Section 6.07(b). If there is more than one Tenant, the obligations imposed under this Lease upon Tenant shall be joint and several.

4.02. Repairs by Tenant . Tenant shall be obligated to maintain and repair the Premises, to keep the same a t all times in good order, conditi on and repair, and, upon expiration of the Term, to surrender the same to Landlord in the same condition as on the Comme ncement Date, reasonable wear and tear and taking by condemnation excepted. Tenant's obligations shal l include, without limitation, the obligation to repair all damage caused by Tenant, its agents, employees, contractors, invitees and others

Lease Agreement 6
using the Pre mises with Tenant's express or implied permission. Tenant shall further be responsible for regular cleaning of the Premises and its dri veways and entrance/exit areas. Tenant shall give Landlord prompt notice of any damage to or defective condition in any part of the Premises.

4.03. Waste. Tenant shall not commit or allow any waste or damage to be committed in any portion of the Premises. Tenant shall keep the Premises free of trash and refuse at all times.

4.04. Assignment or Sublease . Tenant shall not voluntarily or b y operation of law assign, transfer or encumber (collectively, " Assign") or sublet all or any par t of Tenant's interest in this Lea se or in the Premises. Notwithstanding the foregoing, Tenant shall be permitted from time to time during the Term to en gage an Operator to operate the Premises on Tenant’s behalf. Tenant’s selection of an Operator shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed.

4.05. Alterations, Additions and Improvements.
(a) Other than the Improvements, Tenant shall not make or allow to be made any alterations or additions in or to the Premises without first obt aining the written consent of Landlord. Landlord's consent will not be unreasonably withheld or delayed with respect to proposed alterations and additions that: (i) comply with all applicable laws, ordinances, rules and r egulations; (ii) will not interfe re with the Landlord’s future use of the Premises; and (iii) will not trigger any additional costs to Landlord (other th an those for which Tenant is obligated to reimburse Landlord pursuant to the terms of this Lease). (b) Any consent given by Landlord under t his Section 4.05 shall be deemed conditioned upon: (i) Tenant's acquiring all applicable permits required by government al au thorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. (c) Tenant shall provide Landlord with not less than te n (10) days prior written notice of commencement of the work so as to enable Landlord to post and record appropriate notices of non - responsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or exp ense to Landlord. Tenant shall pay the contractors and suppliers all amounts due to them when due and keep the Premises free from any and all mechanics ', materialmen's and other liens and claims arising out of any work performed, materials furnished or obligations incurred by or for Tenant. (d) Any and all alterations, additions or improvements made to the Premises by Tenant shall become the property of Land lord upon installation and shall be surrendered to Landlord without compensation to Tenant upon the term ination of this Lease by lapse o f time or otherwise unless Landlord conditioned its approval of such alterations, additions or improvements on Tenant's agreement to remove them, in which case Tenant shall, by the Expiration Date, remove such alterations, a dditions and improvements, repair any damage resulting from such removal and restore the Premises to their condition existing prior to the date of insta llation of such alterations, additions and improvements. Notwithstanding anything to the contrary set f orth above, this clause shall no t apply to movable equipment , personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and expense all damage caused to the Premises by removal of Tenant's movable equipment , personal property or furniture and such other alterations, additions and improvements as Tenant shall be required or allowed by Landlord to remove from the Premises. Nothing herein shall be construed to require Tenant to remove any structures that are located in the Premises as of the Commencement Date. (e) All alterations, additions and improvements permitted under this Section 4.05 shall be constructed diligently, in a good a nd workmanlike manner with new, good and sufficient materials and in compliance with all applicable laws , ordinances, rules and regulati ons including, without limitation, building codes and those related to accessibility and use by individuals with disabilities.

4.06. Compliance With Laws and Insurance Standards . Tenant shall not occupy or use, or permit any port ion of the Premises to be occupi ed or used in a manner that violates any applicable law,

Lease Agreement 7
ordinance, rule, regulation, order, permit, covenant, easement or restriction of record, or for any business or purpose that is productive of fire hazard. Tenant shal l not do or permit anything to b e done that would result in the cancellation, or in any way increase the cost, of the all risk property insurance covera ge on the Premises and/or its contents. If Tenant does or permits anything to be done that increases th e cost of any insurance covering or affecting the Premises paid for by Landlord, then Tenant shall reimb urse Landlord, upon demand, as a dditional rent, for such additional costs. Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed. Tenant shall, at Tenant's sole cost an d exp ense, comply with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies o r bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises now in effect or th at ma y hereafter come into effect including, but not limited to, (a) accessibility and use by individual s with disabilities, (b) environ mental conditions in, on or about the Premises, and c) Chapters 2.28 (Nondiscrimination Clauses in City Contracts Ordina nce), 2.50 (Business Opportunity Ordinance) 2.56 (Local Employment Program Ordinance), 2.60 (Living Wage Ordinance) and

2.65 (Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications)of the Richm ond Municipal Code, if applicable. If anything done by Tenant in its use or occupancy of the Premises s hall create, require or cause im position of any requirement by any public authority for structural or other upgrading of or alteration or improvement to the Premises, Tenant shall, at Landlord's option, either perform the upgrade, alteration or improvement at Tenant's sole cost and expense or reimburse Landlord upon demand, as additional rent, for the reasonable cost to Landlord of performing such work. The judgment of any court of competent jurisdiction or the admission by Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any law, ordinance, rule, regulation, order, permit, covenant, easement or res triction shall be conclusive of that fact as between Landlord and Tenant.

4.07. No Nuisance . Tenant shall use and occupy the Premises, and co ntrol its agents, employees, contractors, invitees and visitors, in such manner so as not to create any nuisance.

4.08. Compliance With Use Permits. Tenant shall use and occupy the Premises , and control its agents, employees, con tractors, invitees and visitors, in such manner so as to comply at all times with all applicable laws, ordinances, rules and regulations, and use permit s, in cluding any conditional use permits and design review permits governing Tenant’s use of the Premise s. This Section 4.0 8 and Section 4.06 are deemed complementary and should be interpreted together.

4.09. Entry by Landlord . Landlord, its employees, agent s and consultants, shall have the right to enter the Premises at any time to inspect the same, to perfor m such work as may be permitted or required under this Lease, to make repairs to or alterations of the Premises, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord's int erest in the Premises or to show the Premises to prospective tenants, purchasers, encumbrancers or others; provided, however, that Landlord shall use co mmercially reasonable efforts to minimize interference with Tenant's use of the Premises. Tenant shall not be entitled to any abatement of rent or damages by reason of the exercise of any such right of entry which is in compliance with this Section 4.08.

4.10. Estoppel Certificate . Within ten (10) business days following Landlord's request, Tenant shall execute, acknowledge and deliver written estoppel certificates addressed to (i) any mortgagee or prospective mortgagee of Landlord, or (ii) any purchaser or pro spective purchaser of all or any portion of, or interest in, the Premises, on a form reasonably specifie d by Landlord, certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee(s) or purchaser(s) may r easonably require, including, without limitation, the following: (a) that this Lease is unmodified and in full force and effect (or in full force and effect as modified, and stating the modifications); (b) the amount of and date to which Rent and other ch arges have been paid in advance; and (c) acknowledging that Landlord is not in default under this Lease (or, if Landlord is claimed to b e in default, stating the nature of the alleged default). However, in no event shall any such estoppel certificate require an amendment of the provisions of this Lease or otherwise affect or abridge Tenant's rights or increase Tenant’s obligations hereund er. Any such estoppel certificate may be relied upon by any such

Lease Agreement 8
mortgagee or purchaser. Failure by Tenant to execute and deliver any such estoppel certificate within the time requested shall, at Landlord's election, constitute a default hereunder.

4.11. Surrender. Subject to the provisions of Section 4.05 hereof, on the Expiration Date (or earlier termination of this Lease), Tenant shall quit and surrender possession of the Premises to Landlord in as good order and condition as they were in on the Commencemen t Date, reasonable wear and tear, taking by condemnation and repairs that are Landlord's responsibility under this Lease excepted.

Reasonable wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance pr actice or by Tenant performing all of its obligations under this Lease. Tenant shall, without cost to Landlord, remove all f urniture, equipment, trade fixtures, debris and articles of personal property owned by Tenant in th e Premises, and shall repair any damage to the Premises resulting from such removal. Any such property not removed by Tenant by the Expiration Date (or earlier termination of this Lease) shall be considered abandoned, and Landlord may remove any or all of such items and dispose of same in any lawful manner or store same in a public warehouse or elsewhere for the account and at the expense and risk of Ten ant. If Tenant shall fail to pay the cost of storing any such property after storage for thirty (30) da ys or more, Landlord may sell an y or all of such property at public or private sale, in such manner and at such times and places as Landlord may deem pr oper, without notice to or demand upon Tenant. Landlord shall apply the proceeds of any such sale as fo llows: first, to the costs of s uch sale; second, to the costs of storing any such property; third, to the payment of any other sums of money that may t hen or thereafter be due to Landlord from Tenant under any of the terms of this Lease; and fourth, the balance, if any, to Tenant.

4.12. Tenant's Remedies . Landlord shall not be deemed in breach of this Lease unless Landlord fails within a reasonable time to pe rform an obligation required to be performed by Landlord.

For purposes of this Section 4.11, a reasonab le time shall in no event be les s than thirty (30) days after receipt by Landlord of written notice specifying wherein such obligation of Landlord has n ot be en performed; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is co mmenced within said thirty (30) -day period and thereafter diligently pursued to completion. Tenant shal l not have the right to terminat e this Lease or withhold, reduce or offset any amount against any payments of Rent due and payable under this Lease by r eason of a breach of this Lease by Landlord.

Article 5.

Environmental Matters

5.01. Hazardous Materials Prohibited.
(a) Tenant shall not cause or permit an y Hazardous Material (as defined in Section 5.01(b) below) to be brought, kept, used, generated, released or disposed in , on, under or about the Premises by Tenant, its agents, employees, contractors or invitees; provided, h owever, that Tenant may use, sto re and dis pose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, bu t onl y to the extent reasonably necessary for Tenant's operations in the Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Premises that occurs during the Term hereof. Tenant hereb y indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to d efend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Premises, or any portion thereof, and sums paid in settlement of claims, fine s, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of s uch breach. This indemnification of Landlord by Tenant includes, without limitation, death of or injury to person, damage to any proper ty or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedia l, removal, or restoration work required by any federal, state or local governmental agency or political subdivision, including the City of Richmond, because of any Hazardous Material present in, on, under or about the Premises (including soil and ground w ater contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises

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caused or permitted by Tenant results in any contamination of the Premises, Tenant shall pro mptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of su ch Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in co nnection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive t he expiration or sooner terminat ion of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials locate d on the Premises as of the Commencement Date or any Hazardous Materials placed on the Premises by a par ty other than Tenant or Tenant’s agents, contractors or employees.
(b) As used in this Lease, the term " Hazardous Material " means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States government. The term " Hazardous Material " includes, without limitation, any substance, material or waste that is (i) d efined as a "hazardous waste" or similar term under the laws of the jurisdiction where the Premises is l ocated; (ii) designated as a "ha zardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S .C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response , Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petrol eum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition. (c) As used in this Article 5, the te rm " Laws" means any applicable federal, state or local laws, ordinances, rules or regulations relating t o any Hazardous Material affecti ng the Premises, including, without limitation, the specific laws, ordinances and regulations referred to in Section 5.01(b) above. References to specific Laws shall also be references to any amendments thereto and to any applicable successor Laws.

5.02. Safety Precautions and Storm Water Pollution Control. (a) In connection with Tenant’s use and occupancy of the Premises, Tena nt sh all take measures to minimize the potential for Hazardous Materials or other pollutants to enter the San Francisco Bay and/or City of Richmond’s storm water drainage system. The targeted pollutants include Hazardous Materials and floatable materials, oxygen demanding substances (e.g. plant debris, street litter and organic substances), bacteria and vir uses, sediment, and nutrients (e .g. nitrogen and phosphorous).

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fuel fr om ta nker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks; fue ling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run -on of storm water and the run -off of s pills. “Secondary containment” means a back -up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water poll ution; cleaning storm drain inle ts regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosing down work areas; storing idle equipment under cover, switching to non -toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the discharge of p ollutants to storm water from outdoor equipment and operations by reducing the amount of waste crea ted; enclosing or covering all o r some of the equipment; and installing secondary containment.

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(4) Preventing the discharge of pollutants to storm wat er from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferabl y covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains. (5) Preventing the discharge of pollutant s to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses.
(6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards again st accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run -on, run -off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodicall y sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or was hed from storage areas; and inst alling pellet traps at storm water discharge points where plastic pellets are loaded and unloaded. (8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, st orage, and disposal; reducing wa ste generation and disposal through source reductions, reuse and recycling; preventing run -on and run -off from waste man agement areas; and covering dumpsters and garbage cans during the rainy season. (9) Preventing the di scharge of pollutants to storm w ater from contaminated or erodible surface areas by leaving as much vegetation on -site as reasonably possible; minimizin g soi l exposure; stabilizing exposed soils; and preventing storm water run-on and run-off. (10) Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonably pos sible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains. (11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment and er osion controls; and enclosing or covering building material storage areas.
(12) Preventing the dischar ge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface m aintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. “Over water activities” refers to activiti es undertaken by Tenant on the w aters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to st orm w ater by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other ma terial to contain spray paint an d blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them.

5.03. Right of Entry. Landlord, its employees, agents and consul tants, shall have the right to enter the Premises at any time in order to conduct periodic environmental inspections and tests to determine whether any Hazardous Materials are present. The costs and expenses of such inspections shall be paid by Landlord u nless a default or breach of thi s Lease, violation of Laws or contamination caused or permitted by Tenant is found to exist. In such event, Tenant shal l reimburse Landlord upon demand, as additional rent, for the reasonable costs and expenses of such inspections.

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5.04. Notice to Landlord . Te nant shall promptly notify Landlord in writing of: (i) any enforcement, clean -up, removal or other governmental or regu latory action instituted or threatened regarding the Premises pursuant to any Laws; (ii) any claim made or threatened by any person agai nst Tenant or the Premises relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (iii) any reports made to or received from any governmental agency arising out of or in connection with any Hazardous Material in or removed from the Premises, including any complaints, notices, warning s or asserted violations in connection therewith.

Article 6.

Insurance, Indemnity, Condemnation, Damage and Default

6.01. Landlord's Insurance. At no cost to Tenant, Landlord may secure and maintain policies of insurance for the Premises covering loss of or damage to the Premises, but excluding all alterations, additions and improvements to the Premises made by or on behal f of Tenant, with loss payable t o Landlord. Landlord shall not be obligated to obtain insurance for Tenant's trade fixtures, equipment, furnishings, machinery or other property. Such policies shall provide protection against fire and extended coverage pe rils and such additional perils as Landlord deems suitable, and with such deductible(s) as Landlord shall deem reasonably appropriate.

6.02. Tenant's Insurance Requirements. Tenant, at its own cost and expense , shall provide and maintain insurance coverage as required in Exhibit B, “City of Richmond Insurance Requirements for Lessees”.

6.03. Indemnity and Exoneration.
(a) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, Landlord and Landlord's representatives shall not be liab le for any loss, injury or damag e to person or property of Tenant, Tenant's agents, employees, contractors, invitees or any other person, whether caused by theft, fire, act of God, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmenta l body or authority or that may arise through repair, alteration or maintenance of any part of the Premises or failure t o mak e any such repair or from any other cause whatsoever except as expressly otherwise provided in Sections 6.05 and 6.06. (1) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, its agents, contractors or employees, T enant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and fr om any and all claims, liability , costs, penalties, fines, damages, injury, judgments, forfeiture, losses (including without limitation diminution in th e value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, tes ting and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting directly or indirectly from (i) the use o r occ upancy of the Premises, (ii) the activities of Tenant, its agents, employees, contractors or invitees in or about the Premises, (ii i) any failure to comply with any applicable law, and (iv) any default or breach by Tenant in the performance of any obl igation of Tenant under this Lease.
(b) Tenant shall indemnify, protect, defend and hold the Landlord and it s representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (includi ng wi thout limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fee s, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting dir ectly or indirectly from work or labor performed, materials or supplies furnished to or at the request o f Tenant or in connection with o bligations incurred by or performance of any work done for the account of Tenant in the Premises. (c) The provisions of this Section 6.03 shall survive the expiration or sooner termination of this Lease.

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6.04. Waiver of Subrogation. Tenant agrees that in the even t of loss arising out of any of the perils for which it has agreed to provide insurance against, Tenant shall look solel y to its insurer for recovery. Tenant hereby grants to Landlord, on behalf of its insurers, a waiver of any right to subrogation which any such insurer of Tenant may acquire against Landlord by virtue of the payment of any loss under such insurance.

6.05. Condemnation. If all or any portion of the Premises are taken under the power of eminent domain or sold un der the threat of the exercise o f such power (all of which are referred to herein as "condemnation"), this Lease shall cease and terminate as of the dat e of taking. All proceeds from any condemnation of the Premises shall belong and be paid to Landlord; p rovided that Tenant shall be entitled to any compensation separately awarded to Tenant for loss of Tenant's trade fixtures, if any.

6.06. Damage or Destructi on. In the event of a fire or other casualty in the Premises, this Lease shall terminate effective immediately. The proceeds from any insurance paid by reason of damage to or destruction of the Premises or any part thereof insured by Landlord shall belon g to and be paid to Landlord. The proceeds from any insurance paid by reason of damage to or destructio n of the Premises or any part thereof insured by Tenant shall belong to and be paid to Tenant. Landlord and Tenant agree that the terms of this Lease s hall govern the effect of any damage to or destruction of the Premises with respect to the termination o f this Lease and hereby waive th e provisions of any present or future statute or law to the extent inconsistent therewith.

6.07. Default by Tenant.
(a) Events Of Default. The occurrence of any of the following shall constitute an event of default on the part of Tenant:
(1) Nonpayment Of Rent . Failur e to pay any installment of Rent due and payable hereunder where such failure continues for a period of five (5) busines s days after written notice thereof to Tenant;
(2) Other Obligations . Failure to perform any obligation, ag reement or covenant under this L ease other than those matters specified in Sections 6.07(a)(1), such failure continuing for a period of thirty (30) days after written notice of such failure (or such longer period as is reasonably necessary to remedy such d efault, provided that Tenant com mences the remedy within such thirty (30) - day period and continuously and diligently pursues such remedy until such defa ult is cured); (3) General Assignment. Any general arrangement or assignment by Tenant for the benefit of creditors;
(4) Bankruptcy. The filin g of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition against Tenant, which invo luntary petition remains undischarged for a period of ninety (90) days. In the event that under applica ble law the trustee in bankruptc y or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be permitted by the bankruptcy court having jurisdictio n, cure all defaults of Tenant h ereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease;
(5) Receivership. The appointmen t of a trustee or receiver to take possession of all or substantially all of Tenant's assets or the Premises when posses sion is not restored to Tenant within ten (10) business days;
(6) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) business days after the levy thereof;

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(7) Insolvency. The admission by Tena nt in writing of its inability t o pay its debts as they become due; the filing by Tenant of a petition seeking any reorganization, arrangement, composit ion, readjustment, liquidation, dissolution or similar relief under any present or future statute, law o r regulation; the filing by Tena nt of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any s uch proceeding; or, if within sixty (60) days after the commencement of any proceeding against Tenant se eking any reorganization, arrang ement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed.
(b) Remedies Upon Default.
(1) Termination. If an e vent of default occurs, Landlord shall have the right, with or without notice or demand, immediately (after expiration of any applicable notice and grac e per iods specified herein) to terminate this Lease, and at any time thereafter to recover possession of the Premises or any part thereo f and expel and remove therefrom Tenant and any other person occupying the same, by any lawful means, and again reposses s and enjoy the Premises without prejudice to any of the remedies that Landlord may have under this Leas e, or at law or in equity by rea son of Tenant's default or of such termination.
(2) Continuation After Default. Even though Tenant has breached this Lease and/or abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not term inate Tenant's right to possession under Section 6.07(b)(1) hereof in writing, and Landlord may enforce all of its rights and remedies under this Lease, including (but without limitation) the right to recover Rent as it becomes due, and Landlord, without t erminating this Lease, may exerc ise all of the rights and remedies of a landlord under Section 1951.4 of the Civil Code of the State of California or an y ame nded or successor code section. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receive r upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to termi nate Tenant's right to possession. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord fr om such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs of such reletting; third, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If that por tion of rent received from the reletting that is applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and paid mon thly. Tenant shall also pay to Landlord, as soon as determined, reasonable costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises that are not covered by the rent received from the reletting.
(c) Damages Upon Termination . Should Landlord terminate this Lease pursuant to the provisions of Section 6.0 7(b)(1) hereof, Landlo rd shall have all the rights and remedies of a landlord provided by Section 1951.2 of the Civil Code of the State of Cal ifornia or any amended or successor code section. Upon such termination, in addition to any other right s and remedies to which Landlord may be entitled under applicable law, Landlord shall be entitled to recover from Tenant: (i) the worth at the time of award of the unpaid rent and other amounts that had been earned at the time of termination; (ii) the worth at the time of award of the a mount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of such rent loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant proves could be reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Ten ant's failure to perform its obligations under this Lease or that, in the ordinary course of things, would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) s hall be computed with interest at the lesser of eighteen percent (18%) per annum or the maximum rate then allowed by law. The "worth at the time of awa rd" o f the amount referred to in clause (iii) shall be computed by discounting such amount at the discou nt rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%).

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(d) Late Charge . If any payment required to be made by Tenant under this Lease is not received by Landlord on or before the date the same is due, Tenant shall pay to Landlord an amount equal to five percent (5%) of the delinquency as additional rent . The parties agree that Landlord would incur costs not cont emplated by this Lease by virtue of such delinquencies, including without limitation administrative, collection, processing and accounti ng expenses, the amount of which would be extremely difficult to compute, and the amount stated herein represents a reas onable estimate thereof. Acceptance of such late charge by Landlord shall in no event constitute a waiv er of Tenant's breach or default with respect to such delinquency, or prevent Landlord from exercising any of Landlord's other rights and remedies.
(e) Interest on Past-Due Obligations. Except as expressly otherwise provided in this Lease, any Rent due Landlo rd hereunder, other than late ch arges, that is not received by Landlord on the date on which it was due, shall bear interest from the day after it was d ue at the maximum rate then allowed by law, in addition to the late charge provided for in Section 6.0 6(d). Such amounts shall be deeme d additional rent hereunder.
(f) Landlord's Right to Perform. Notwithstanding anything to the contrary set forth elsewhere in this Lease, in the event Tenant fails to perform any affirmative duty or obligation of Tenant under t his Lease, then within five (5) business days after written notice to Tenant (and without notice in case of an emergency) Landlord may (but shall not be obligated to) perform such duty or obligation on Tenant's behalf, including, without limitation, the ob taining of insurance policies or governmental licenses, permits or approvals. Tenant shall reimburse Landlord upon demand for the reasonable costs and expenses of any such performance (including penalties, interest and attorneys' fees incurred in connecti on therewith).

Such reasonable costs and expenses incurred by Landlord shall be deemed additional rent hereunder. (g) Remedies Cumulative . All rights, pri vileges and elections or remedies of Landlord are cumulative and not alternative with all other rights a nd remedies at law or in equity to the fullest extent permitted by law.
(h) Waiver. Tenant waives any right of redemption or relief from forfeiture under C alifornia Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law in th e event Tenant is evicted and Landlord takes possession of the Premises by reason of a default.

Article 7.

Miscellaneous Matters

7.01. Security Deposit. On execution o f this Lease Tenant shall deliver to Landlord the sum of $ 1,000(the “Deposit”). The Deposit shall be he ld by Landlord as security for the performance by Tenant of all of the provisions of this Lease. Following an event of default by Tenant und er this Lease, Landlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or o ther charge in default, or the payment of any other sum to which Landlord may become obligated by Tenant’s default, or to compensate Landlord for any expense, loss or damage which Landlord may suffer thereby.

If Landlord so uses or applies all or any port ion of the Deposit, then w ithin ten (10) days after demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restor e the Deposit to the full amount thereof, and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations under this Lease, the Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, wit hout payment of interest f or its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest under this Leas e) at the expiration of the term hereof, and after Tenant has vacated the Premises. No trust relationship is creat ed herein between Landlord and Tenant with respect to the Deposit. Tenant waives the provisions of California Civil Code Section 1950.7, and all other present and future laws which restrict the amount or types of claim that a landlord may make upon a secu rity deposit or imposes up on a landlord or a successor any obligation with respect to the handling or return of security deposits.

7.02. No Brokers. Te nant and Landlord each represents and warrants to the other that they have not had any dealings with any agent s, brokers, finders or oth er similar parties in connection with the

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negotiation of this Lease and the consummation of the transaction contemp lated hereby. Each of Tenant and Landlord hereby agrees to indemnify, defend and hold the other free and harmless from and against liability for compensation or charges that may be claimed by any agent, broker, finder or other similar party by reason of any dealings with or actions in connection with the negotiation of this Lease and the consummation of this transaction, including any costs, expenses and attorneys' fees incurred with respect thereto.

7.03. No Waiver . No waiver by Landlord of the default or bre ach o f any term, covenant or condition of this Lease by Tenant shall be deemed a waiver of any other term, covenant or condition hereof, or o f any subsequent default or breach by Tenant of the same or of any other term, covenant or condition hereof. Landl ord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's con sent to, or approval of, a ny subsequent or similar act by Tenant, or be construed as the basis of an estoppel to enforce the provision or pro visions of this Lease requiring such consent. Regardless of Landlord's knowledge of a default or breach at the time of accepting Rent, the ac ceptance of Rent by Landlord shall not be a waiver of any preceding default or breach by Tenant of any provision he reof, other than the failure of Tenant to pay the particular Rent so accepted. Any payment given Landlord by Tenan t may be accepted by Landlord on account of monies or damages due Landlord, notwithstanding any qualifying statements or conditions made by T enant in connection therewith, which statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Landlord at or before the time of deposit of such payment.

7.04. Recording. Neither this Lease nor a memorand um thereof shall be recorded without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion.

7.05. Holding Over. If Tenant holds over after expiration or termination of this Lease without the written consent of Landlo rd, such tenancy shall be from month -to-month only, and in such case Base Rent shall be payable at a monthly rate e qual to one hundred fifty percent (150%) of the Base Rent to that which Tenant was obligated to pay for the month immediately preceding the e nd of the Term, together with such other amounts as may become due hereunder. No holding over by Tenant after the Term shall operate to exte nd the Term. Any holding over with the consent of Landlord in writing shall thereafter constitute a month -to-month lease, terminable upon thirty (30) days' written notice from either party, at a monthly rental rate equal to that which Tenant was obligated to pay for the month immediately preceding the end of the Term, together with such other amounts as may become due hereunder.

7.06. Transfers by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Premises and other property referred to herein, and in such event and upon such transfer (any such transferee to have the benefit of, and be subject to, the rights and obligations of Landlord hereunder), Land lord shall be released fro m any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

7.07. Attorneys' Fees. In the event either party places the enforcement of this Le ase, or any part of it, or the collection of any Rent due, or to become due, hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or files suit upon the same, the prevailing party shall recover its reasonable attorneys' fe es, costs and expenses, in cluding those that may be incurred on appeal. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not suit is filed or any suit that may be filed is pursued to decision or judgment. The term "prevailing party" shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whethe r by judgment or the abandonment by the other party of its claim or defense; provided however, the parties may agre e to compromise or settlem ent in writing, which compromise or settlement may include a provision that each party is to bear their own attorneys’ fees and costs. The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

7.08. Termination; Merger . No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, if any, shall constitute an acceptance of the surrender of the

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Premises by Tenant before the scheduled Expiration Date. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of this Lease.

7.09. Amendments; Interpretation . This Lease may not be altered, chang ed or amended, except by an instrument in writing signed by the parties in interest at the time of the modification . Th e captions of this Lease are for convenience only and shall not be used to define or limit any of its provisions.

7.10. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumsta nces other than those as t o which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be va lid and shall be enforceable to the fullest extent permitted by law.

7.11. Notices. All notices, demands, consents and a pprovals that are required or permitted by this Lease to be given by either party to the other shall be in writing and shall be deemed to hav e been fully given by personal delivery or by recognized overnight courier service or when deposited in the United States mail, certified or registered, with postage prepaid, and addressed to the party to be notified at the address for such party specified on the Basic Lease Information sheet, or to such other place as the party to be notified may from time to time des ignate by at least fifteen (15) days' notice to the notifying party given in accordance with this Section 7.11. A copy of all notices given to Landlord under this Lease shall be concurrently transmitted to such party or parties at such addresses as Landlo rd may from time to time hereafter designate by notice to Tenant.

Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postm ark thereon.

Notices deli vered by recognized overnight courier shall be deemed given twenty -four (24) hours after delivery of the same to the courier. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

7.12. Force Majeure. Any prevention, delay or stoppage of work to be performed by Landlord or Tenant that is due to strikes, labor di sputes, inability to obtain labor, materials, equipment or reasonable substitutes therefor, acts of God, government al restrictions or regulat ions or controls, judicial orders, enemy or hostile government actions, civil commotion, or other causes beyond the reasonable control of the party obligated to perform hereunder, shall excuse performance of the work by that party for a period equal to the duration of that prevention, delay or stoppage. Nothing in this Section 7.12 shall excuse or delay Tenant's obligation to pay Rent or other charges due under this Lease.

7.13. Asbestos Notification for Commercial Property Constructed Before 1979 . Tenant acknowledges that Landlord has advised Tenant that, because of their age, the preexisting improvements, such as concret e, wi thin the Premises may contain asbestos -containing materials (“ACMs”). If ACMs are likely to be disturbe d in t he course of developing an y alterations, additions or improvements, Tenant shall encapsulate or remove the ACMs in accordance with an asbesto s-removal plan reasonably approved by Landlord and otherwise in accordance with all applicable Hazardous Materials Laws, including giving all notices required by California Health & Safety Code Sections 25915 - 25919.7.

7.14. Lead Warning Statement. Tenant acknowledges that Landlord has advised Tenant that soils within the Premises may contain lead -based paints (“ LBP”). Lead from paint, paint c hips and dust can pose health hazards if not managed properly. Tenant may at its sole cost and expense, have a sta te- certified LBP Inspector complete a LBP inspection and abatement and, if Tenant completes such inspection, shall provide an abatement certi fication to Landlord. Landlord has no specific knowledge of the presence of LBP in or about the Premises.

7.15. Certified Access Specialist Disclosure . In accordance with Civil Code Section 1938, Landlord hereby discloses that the Premises ha s not under gone inspection by a Certified Access