Agenda packet — Seaside City Council, September 19, 2024 (part 1 of 3)

A G E N D A

CITY OF SEASIDE REGULAR MEETING
CITY COUNCIL/SUCCESSOR 440 HARCOURT AVE (COUNCIL CHAMBER) AGENCY TO THE Thursday, September 19, 2024
REDEVELOPMENT AGENCY 5:00 PM
__________________________________________________________________________________ NOTICE: The City Council will hold its public meetings in person, with a virtual option for public participation based on availability. The City of Seaside utilizes Zoom tele-conferencing technology for virtual public participation; however, we make no representation or warranty of any kind, regarding the adequacy, reliability, or availability of the use of this platform in this manner. Participation by members of public through this means is at their own risk. ___________________________________________________________________________________ _________________________________________________________________________________

1. To view this meeting: Please click on the following link to the City of Seaside YouTube Channel: https://www.youtube.com/c/CityofSeasideCalifornia

2. To view or participate this meeting: Using the Zoom application on your smart phone, laptop, tablet or desktop and click on this link: https://ci-seaside-ca-us.zoom.us/j/81936832059 WEBINAR ID: 819 3683 2059

3. To listen or participate by phone: Please call (669) 900-9128 Enter the WEBINAR ID: 819 3683 2059 when prompted. There is no participate code – press the pound sign # after the recording prompts you.

4. To make public comment, the following options are available:

Before the Meeting via Email: Written comments can be emailed to [email protected] Include the following subject line: “Public Comment Item #___” (insert the agenda item number relevant to your comment). Written comments must be received by 2:00 p.m. on the day of the meeting.

During the Meeting: When the Chair calls for public comment, members of the public participating in person and wishing to address the City Council may approach the podium when the Chair calls for public comment.

When the Chair calls for public comment, members of the public participating on Zoom and wishing to address the City Council can queue to speak with the “Raise Hand” feature. On the Zoom application, click the “Raise Hand” button. On the phone, press *9 to “Raise Hand”; press *6 to unmute.

5. In accordance with the City’s Remote Meeting Participation Policy for Public Comment: The City of Seaside reserves the right to refuse, limit, and/or revoke use of video conferencing technology and the option for virtual public participation. Granting use of the virtual participation in no way constitutes an endorsement of any person or group to display hateful conduct, including sending or posting hateful images, making violent threats, or targeting others with hateful or abusive speech. The City may remove any participate that violates its agreement or applicable policy with proper notice as outlined in the conditions of use/meeting access.

Packet Page 1
City Council REGULAR Meeting September 19, 2024 5:00 PM Agenda Page 2

1. CALL TO ORDER

2. ROLL CALL – ESTABLISHMENT OF QUORUM
Ian N. Oglesby
David R. Pacheco
Alexis Garcia-Arrazola
Rita Burks
Alex Miller
Mayor/Chair
Mayor Pro Tem/Vice Chair
Council/Agency Member
Council/Agency Member
Council/Agency Member

3. INVOCATION AND PLEDGE OF ALLEGIANCE

4. REVIEW OF AGENDA
If there are any items that arose after the 72-hour posting deadline, this is the point in the meeting where a vote may be taken to add the item to the agenda. (A 2/3- majority vote is required).

5. PUBLIC COMMENT
Members of the public wishing to address the City Council on matters within the jurisdiction of the City of Seaside, but not on this agenda, may do so during the Public Comment period for up to three (3) minutes. Public Comments for "Presentations" on this agenda are also taken at this time; comments on specific agenda items are heard under that item. For the public record, please state your name.

6. PUBLIC AGENCY COMMUNICATIONS
This is a time specifically set aside for representatives of public agencies to make brief comments of general interest to the City Council and the community.

A. SEASIDE CITY NEWS BROADCAST OF UPCOMING CITYWIDE EVENTS

AND COMMUNITY ANNOUNCEMENTS

7. CLOSED SESSION
Pursuant to Government Code Section 54956 et seq., the City Council and Successor Agency to Redevelopment Agency may adjourn to a Closed Session to consider specific matters dealing with litigation, certain personnel matters, property negotiations or to confer with the City Attorney. Public comments on these items are taken after being read by the City Attorney. For the public record, please state your name.

Packet Page 2
City Council REGULAR Meeting September 19, 2024 5:00 PM Agenda Page 3

A. PUBLIC EMPLOYMENT PURSUANT TO GOVERNMENT CODE 54957
Position: City Attorney

B. CONFERENCE WITH LEGAL COUNSEL PURSUANT TO GOVERNMENT CODE 54956.9 (D)(2)
One Matter of Potential Litigation

8. PRESENTATIONS
A. PRESENT A PROCLAMATION POSTHUMOUSLY TO THE FAMILY OF WILLIAM "JODY" GULLEY, JR. (KEE HYON HIGGINS, RECREATION

SUPERINTENDENT)
B. CAR WEEK AFTER ACTION REPORT (DAN MEEWIS, RECREATION

DIRECTOR)

9. CONSENT AGENDA
A. APPROVE MINUTES FROM SEPTEMBER 5, 2024
RECOMMENDATION: Approve minutes as provided in the agenda packet.

B. APPROVE A PROCLAMATION DESIGNATING SEPTEMBER 23 TO
SEPTEMBER 27, 2024, AS STORMWATER AWARENESS WEEK
RECOMMENDATION: Approve a proclamation designating September 23 to September 27, 2024, as stormwater awareness week in the City of Seaside.

C. APPROVE A FEE WAIVER FROM SUSTAINABLE SEASIDE FOR THE USE OF

LAGUNA GRANDE HALL FOR THE CANDIDATE FORUM ON SEPTEMBER 30, 2024, FOR THE NOVEMBER 5, 2024, GENERAL MUNICIPAL ELECTION RECOMMENDATION: Approve the fee waiver request from Sustainable Seaside for the use of Laguna Grande Hall to hold their Candidate Forum on September 30, 2024, for November 5, 2024 Seaside Mayoral and Council election for the amount of $417.13.

D. APPROVE MAYOR'S YOUTH FUND CONTRIBUTION REQUEST FROM

CENTRAL COAST HIGH SCHOOL FOR A WORK TO LEARN PROGRAM
RECOMMENDATION: Approve a request from Central Coast High School for a donation of $3,000.00 from the Mayor's Youth Fund for the costs associated with Packet Page 3
City Council REGULAR Meeting September 19, 2024 5:00 PM Agenda Page 4 their Work to Learn Program.

E. ADOPT A RESOLUTION AUTHORIZING AN AGREEMENT WITH SEASIDE

COUNTY SANITATION DISTRICT (SCSD) FOR REIMBURSEMENT OF

CONSTRUCTION COSTS FOR REPAIR TO THE SANITARY SEWER MAIN IN THE FISCAL YEAR 2023 PAVEMENT REHABILITATION PROJECT
RECOMMENDATION: Adopt a resolution authorizing the City Manager to execute an agreement with the Seaside County Sanitation District (SCSD) for reimbursement of construction costs for the repair of the sanitary sewer main included in the City of Seaside's FY 2023 Pavement Rehabilitation Project.

F. ADOPT A RESOLUTION AUTHORIZING AN AGREEMENT WITH SEASIDE

COUNTY SANITATION DISTRICT (SCSD) FOR REIMBURSEMENT OF

CONSTRUCTION COSTS FOR REPAIRS TO THE SANITARY SEWER MAIN IN THE LINCOLN CUNNINGHAM PARK PHASE 1 - ARTERIAL TRAIL

PROJECT
RECOMMENDATION: Adopt a resolution authorizing the City Manager to execute an agreement with the Seaside County Sanitation District (SCSD) for reimbursement of construction costs for the repair of the sanitary sewer main included in the City of Seaside's Lincoln Cunningham Park Phase 1 - Arterial Trail Project.

G. ADOPT A RESOLUTION APPROVING A PROFESSIONAL SERVICE
AGREEMENT WITH PAVEMENT ENGINEERING INC. TO PERFORM

PAVEMENT CONDITION EVALUATIONS AND UPDATE THE PAVEMENT
MANAGEMENT PROGRAM FOR AN AMOUNT NOT TO EXCEED $24,990.00 RECOMMENDATION: Adopt a resolution authorizing the City Manager to execute a professional services agreement with Pavement Engineering Inc. (PEI) to perform pavement condition evaluations and update the Pavement Management Program for an amount not to exceed $24,990.00.

H. ADOPT RESOLUTION FOR DESIGNATION OF VOTING DELEGATES AND

ALTERNATES FOR THE LEAGUE OF CALIFORNIA CITIES ANNUAL
CONFERENCE AND EXPO BEING HELD OCTOBER 16-18, 2024, IN LONG

BEACH, CALIFORNIA
RECOMMENDATION: Appoint Mayor Oglesby as the voting delegate and Council Member Garcia-Arrazola as the alternate voting delegate representing the City of Seaside at the League of California Cities Annual Conference.

I. ADOPT A RESOLUTION TO CANCEL THE OCTOBER 17, 2024, CITY

COUNCIL REGULAR MEETING
RECOMMENDATION: Adopt a resolution canceling the October 17, 2024, City Council regular meeting.

J. ADOPT A RESOLUTION APPROVING A FIVE-YEAR PROFESSIONAL

SERVICE AGREEMENT FOR PROPERTY TAX CONSULTING/AUDIT

SERVICES TO HDL COREN & CONE IN AN AMOUNT NOT TO EXCEED $77,800.89
Packet Page 4
City Council REGULAR Meeting September 19, 2024 5:00 PM Agenda Page 5 RECOMMENDATION: Award a five-year contract to HdL Coren & Cone for Property Tax Consulting Services not-to-exceed $77,800.89.

10. BUSINESS ITEMS
A. CONSIDER AMENDMENT TWO TO THE PURCHASE AND SALE AGREEMENT

FOR THE ACQUISITION OF THE CAMPUS TOWN PROPERTY, APPROVE

THE EXCHANGES OF PROPERTIES AND MAKE APPROPRIATE FINDINGS RECOMMENDATION: Consider amendment two to the Purchase and Sale Agreement for the acquisition of the Campus Town property, approve the exchanges of properties and make appropriate findings.

B. CONSIDER AMENDMENT TO THE AFFORDABLE HOUSING AGREEMENT

WITH KBB SEASIDE VENTURE LP FOR A PORTION OF THE CAMPUS

TOWN DEVELOPMENT
RECOMMENDATION: Consider amendment to the affordable housing agreement with KBB Seaside Venture LP for their portion of the campus town development.

C. PROVIDE FEEDBACK ON A POTENTIAL DRAFT ORDINANCE MODIFYING

THE ALLOWABLE NUMBER OF CANNABIS DISPENSARIES AND MAKING

OTHER CHANGES TO THE OPERATION AND SELECTION OF CANNABIS

DISPENSARIES WITHIN THE CITY OF SEASIDE
RECOMMENDATION: Receive the presentation, and provide feedback on a potential draft ordinance modifying the allowable number of cannabis dispensaries and making other changes to the operation and selection of cannabis dispensaries within the City of Seaside.

D. ADOPT A RESOLUTION TO AUTHORIZE A CONTRACT WITH COLIN

BAENZIGER & ASSOCIATES FOR THE EXECUTIVE SEARCH SERVICES FOR

THE POSITION OF CITY MANAGER IN AN AMOUNT NOT TO EXCEED $39,650.00
RECOMMENDATION: Adopt a resolution authorizing the City Manager to enter into an agreement with Colin Baenziger & Associates for the executive search services for a new City Manager for an amount not to exceed $39,650.00.

E. ADOPT A RESOLUTION APPROVING CAMPUS TOWN PHASE 1A STREET NAMES
RECOMMENDATION: Adopt a resolution approving the Campus Town Phase 1A revised street names and make appropriate findings.

11. COUNCIL MEMBER REQUESTS
A. NEW COUNCIL MEMBER REQUESTS
Packet Page 5
City Council REGULAR Meeting September 19, 2024 5:00 PM Agenda Page 6

B. FOLLOW UP ON PREVIOUS REQUESTS

12. CITY ATTORNEY, CITY MANAGER, CITY COUNCIL AND MAYOR

COMMENTS AND REPORTS ON COMMITTEE ASSIGNMENTS
This is a time specifically set aside for members of the City Council, the City Manager and City Attorney to make brief comments of general interest to the community and report on committee assignments.

13. CLOSED SESSION
Pursuant to Government Code Section 54956 et seq., the City Council and Successor Agency to Redevelopment Agency may adjourn to a Closed Session to consider specific matters dealing with litigation, certain personnel matters, property negotiations or to confer with the City Attorney. Public comments on these items are taken after being read by the City Attorney. For the public record, please state your name.

A. CONFERENCE WITH LEGAL COUNSEL PURSUANT TO GOVERNMENT CODE 54956.9 (D)(2)
One Matter of Potential Litigation

14. ADJOURNMENT
Next Regularly Scheduled Meeting:

October 3, 2024
5:00 PM
The City of Seaside is committed to providing accessible facilities and accommodating people with disabilities in all of its services programs and activities. If special considerations are needed by any person to fully participate in this meeting, contact the City Clerk at 899-6707 no fewer than two business days prior to the meeting to allow reasonable arrangements. Agendas are posted at:
http://www.ci.seaside.ca.us/129/City-Council-Committee-Agendas Agenda-related writings or documents provided during public meetings are available for public inspection during the meeting or from the office of the City Clerk. This agenda is posted in compliance with California Governor Newsom's Executive Orders N-29-20 and N-33-20.

Packet Page 6

DRAFT MINUTES

CITY OF SEASIDE REGULAR MEETING
CITY COUNCIL/ SUCCESSOR 440 HARCOURT AVE
AGENCY TO THE Thursday, September 5, 2024
REDEVELOPMENT AGENCY 5:00 PM

1. CALL TO ORDER
Mayor/Chair Oglesby called the meeting to order at 5:00 p.m.

2. ROLL CALL – ESTABLISHMENT OF QUORUM
PRESENT: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco ABSENT: None

3. INVOCATION AND PLEDGE OF ALLEGIANCE
A moment of silence was held. The pledge was led by Council/Agency Member Miller.

4. REVIEW OF AGENDA
No changes.

5. PUBLIC COMMENT
Bobby Maxwell, Jennie Reese, Garnett Noble, Beth Rocha, Bobby Maxwell, Lynda Cunningham, Dianne Nielson, Robert Daniels, Jonathan Amandi, Peter Kaiser, Karla Lobo, Zoom Caller “Call-in user-1”

6. PUBLIC AGENCY COMMUNICATIONS
A. INTRODUCTION OF THE CALIFORNIA STATE UNIVERSITY MONTEREY BAY INTERNS FOR FALL 2024 (VANESSA GONZALEZ, HUMAN

RESOURCES SPECIALIST)
Each student intern introduced themselves with their name, major and department in which they will be an intern. The following students were introduced:

Gennelle Watkins-City Clerk
Alyssa Lacalamaita-Fire
Marina Edeza- Econ Dev./Housing
Eden Magana- HR/CA/IT
Jacqueline Hernandez- Building
Christina Fultz- Recreation
Kayla Schoenbeck- Planning
Brisney Gonzalez- PD
Natalie Navarro-Public Works
Ashley Ferreyra Torres-Engineering
B. SEASIDE CITY NEWS BROADCAST OF UPCOMING CITYWIDE EVENTS Packet Page 7
Thursday, September 5, 2024 City Council REGULAR Meeting Page 2

AND COMMUNITY ANNOUNCEMENTS
The following upcoming events were featured:
• The Community for Sustainable Monterey County’s 2023 MC Gives Campaign funded upgrades at Seaside’s Monterey Adult School, and provided home garden kits that helped 12 Seaside families start gardens. Improvements made in community gardens make them ideal outdoor classrooms to demonstrate organic gardening practices and provide hands-on education. New Saturday Garden Workshops started on August 31st, call the Monterey Adult School at (831) 392- 3565 to enroll.
• As we mark Seaside’s 70th Birthday in October, we want to honor the incredible residents who have helped shape our vibrant community, by gathering stories and memories for a special tribute feature. If you, or someone you know, has lived in Seaside for 50 years or more, we would love to hear from you! Visit bit.ly/seaside 50 years for more information.
• The Friends of Seaside Parks Association is having several workdays all over the city this September. For more information, including upcoming dates and locations, visit FriendsOfSeasideParks.org.
• The City of Seaside is looking to hire an Associate Planner to work in the Community Development Department. If you or someone you know is interested in this position, visit the Employment Opportunities section of the City’s Website. • On Saturday, September 7th, at 7 pm, MBFC hosts San Antonio FC at Cardinale Stadium. For more information or to purchase tickets, visit MontereyBayFC.com. • Hispanic Heritage Month begins September 15th! There will be events and celebrations throughout the County, Entonces, nos encantaria verte por ahi! Ya Celebramos juntos, Central Coast!
• Sunday, September 22nd, Seaside is proud to present its 4th annual Oaxaca by the Sea event! From 11:00 AM-4:00 PM, the City Hall Lawn will be THE place to celebrate our Sister City!
• Calling all Seaside Residents! How would you invest $2.2 million to address priority needs in your community over the next five years? A survey is now available to share your insights! The City of Seaside creates a “Consolidated Plan” every 5 years to identify community needs and priorities, and we need your help! Three community forums will take place in September, The first of which is a Virtual Kick-Off Meeting via Zoom on Tuesday, the 10th at 11 AM. For more information, or to fill out the online survey, visit ci.seaside.ca.us/CDBG. • On Wednesday, September 25th, The City of Seaside sponsors a Mobile Spay and Neuter Clinic providing low-cost services for underserved communities. This appointment-only event, so call or text (925) 967-1001, or visit SNIPBUS.ORG for more information.
• Construction Notice! Marina Landscape Incorporated will start the construction of the Fremont Medians Renovation Project for the City of Seaside beginning midSeptember. The project construction will include gravel, mulch, planting, and irrigation improvements to the existing medians on Fremont Boulevard from Kimball Avenue to the Monterey Road/Highway 1 intersection. For more information regarding this project, visit the Construction Updates and Detours page on the City’s website.

Packet Page 8
Thursday, September 5, 2024 City Council REGULAR Meeting Page 3 • Saturday, September 28th, from 8:30am to Noon, the City of Seaside Neighborhood Improvement Commission is sponsoring a citywide clean up in your neighborhood! There will be multiple dumpster locations throughout the city; including Highland Otis Park, Mal’s Market Parking Lot, Ord Terrace School, and Pachetti Dog Park. This event is for Seaside residents only, so, make sure you get there early, and clean out that clutter!
• The Seaside Engineering and Public Works Department invites you to a Ribbon Cutting Event at Havana Soliz Park on Saturday, September 21st, at Noon. FOSPA is having a Work Day from 10 AM -12, so, come out and celebrate the amazing work so many do to transform our beloved Seaside Parks! Snacks and Refreshments will be provided!
• Join the City of Seaside this Wednesday for our annual commemoration of 9/11.

From 10 AM to 11, be part of this gathering to remember those who lost their lives and to reflect on the impact of the events of September 11, 2001. Everyone is welcome to participate in this public event.
• On Thursday, September 19th, the City of Seaside Older Adults Program presents Old Hollywood Dance at Oldemeyer Center, with Live Entertainment by Moondance. Doors open at 10:30 AM, Lunch is served at 11:30, and dancing starts at 12:30. The price is 4 dollars for Lunch AND dancing and 2 dollars for JUST dancing. For more information, call (831) 899-6809. • Seaside's Tiny Tot University is now enrolling for all of you who have children between the ages of 3 to 5. If you are looking for a place for your young ones to engage, grow, discover, and explore, then this is the program for you! Classes run weekdays from 9 AM to Noon. To set up an interview for your family, call (831) 899-6823.
• Saturday, October 5th, from 10 AM to 2 PM, the Seaside Fire Department invites you to this year’s annual Open House to kick off National Fire Prevention Week! There will be community resource tables, live demonstrations by firefighters, activities for the whole family, and a FREE barbeque!

7. PRESENTATIONS
A. PRESENT A PROCLAMATION FOR NATIONAL RECOVERY MONTH

PRESENTED TO SUN STREET CENTERS, PROGRAM MANAGER OF THE

PREVENTION DEPARTMENT, KATIA GUTIERREZ
Mayor Oglesby presented a proclamation recognizing September as National Recovery Month to Sun Street Centers.

B. RECEIVE PRESENTATION OF OLDEMEYER CENTER MURAL FINAL

SELECTION (KEE HYON HIGGINS, RECREATION SUPERINTENDENT) The mural subcommittee was constructed of members from the Neighborhood Improvement and Art & History Commissions. The project timeline was reviewed and it was revealed that artist finalist #2, Natalia Corazza was selected. The installation of the mural is scheduled to occur in October 2024.

8. CONSENT AGENDA
Packet Page 9
Thursday, September 5, 2024 City Council REGULAR Meeting Page 4 Items 8E, 8F, 8H, 8L, 8M and 8K were pulled.

On motion by Council/Agency Member Miller and second by Mayor Pro Tem/Vice Chair Pacheco moved to approve the consent agenda.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
A. APPROVE MINUTES FROM AUGUST 15, 2024
ACTION: APPROVED
B. APPROVE A MAYOR'S YOUTH FUND CONTRIBUTION REQUEST FROM WORLD OUTREACH SERVICES, INC.

ACTION: APPROVED
C. APPROVE CO-SPONSORSHIP AND FEE WAIVER FROM SUPPORTING

INDIGENOUS COMMUNITIES GROUP'S FOR COST ASSOCIATED WITH THEIR RED DRESS DAY "HONORING INDIGENOUS WOMEN" EVENT ON MAY 03, 2025
ACTION: APPROVED
D. APPROVE A PROCLAMATION RECOGNIZING SEPTEMBER AS

CHILDHOOD CANCER AWARENESS MONTH
ACTION: APPROVED
E. APPROVE A PROCLAMATION RECOGNIZING SEPTEMBER AS OVARIAN

CANCER AWARENESS MONTH
PUBLIC COMMENT: Karla Lobo
ACTION: APPROVED
F. ADOPT A RESOLUTION APPROVING PAYMENT OF $493,159.04 TO THE

FEDERAL GOVERNMENT RELATING TO MEDICARE PAYMENTS MADE ON

BEHALF OF FORMER EMPLOYEES WHO HAD WORKERS COMPENSATION

CLAIMS AND AUTHORIZE FINANCE DIRECTOR TO MAKE APPROPRIATE BUDGET ADJUSTMENTS TO THE 24-25 ADOPTED BUDGET
PUBLIC COMMENT: Karla Lobo
On motion by Mayor Pro Tem/Vice Chair Pacheco and second by Council/Agency Member Garcia-Arrazola and carried by the following vote, the City Council/Successor Packet Page 10
Thursday, September 5, 2024 City Council REGULAR Meeting Page 5 Agency moved to approve a payment of $493,159.04 for Medicare payments for workers compensation claims.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-105
G. ADOPT A RESOLUTION AUTHORIZING THE CLOSURE OF YOSEMITE

STREET, BETWEEN BROADWAY AVENUE AND MENDOCINO STREET, ON OCTOBER 5, 2024 FOR SEASIDE FIRE DEPARTMENT'S ANNUAL

COMMUNITY PUBLIC EDUCATION OPEN HOUSE
ACTION: ADOPTED RESO #24-106
H. ADOPT A RESOLUTION AUTHORIZING AN AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH MONTEREY BAY
ENGINEERS IN THE AMOUNT OF $8,220.00 FOR DEVELOPMENT REVIEW

SERVICES FOR SEASIDE RESORTS TO BE REIMBURSED BY THE

DEVELOPERS
PUBLIC COMMENT: Dianne Nielson, Karla Lobo
On motion by Mayor Pro Tem/Vice Chair Pacheco and second by Council/Agency Member Garcia-Arrazola, and carried by the following vote, the City Council/Successor Agency moved to authorize an amendment to the agreement with Monterey Bay Engineers for and reimbursable amount of $8,220.00 for development review services for Seaside Resort.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-107
I. ADOPT A RESOLUTION AUTHORIZING A MAINTENANCE AND RIGHT OF

ENTRY AGREEMENT WITH AMERICAN LEGION FOR STORMWATER
CONTROL AT 1000 PLAYA AVENUE
ACTION: ADOPTED RESO #24-108
J. ADOPT A RESOLUTION FOR AUTHORIZATION TO DISPOSE OF SURPLUS

CITY VEHICLES AND EQUIPMENT
Packet Page 11
Thursday, September 5, 2024 City Council REGULAR Meeting Page 6 ACTION: ADOPTED RESO #24-109
K. ADOPT A RESOLUTION AUTHORIZING AN AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH WEST COAST CODE
CONSULTANTS INC. INCREASING THE CONTRACT BY $209,271.87 TO

PROVIDE PLAN CHECK, BUILDING AND SAFETY SERVICES TO BE

REIMBURSED BY THE GRAND HYATT DEVELOPER
PUBLIC COMMENT: Dianne Nielson
On motion by Council/Agency Member Garcia-Arrazola and second by Council/Agency Member Burks, and carried by the following vote, the City Council/Successor Agency moved to authorize an amendment to an agreement with West Coast Code Consultants, Inc. in the amount of $209,271.87 to provide plan check, and building and safety services that will be reimbursed by the Grand Hyatt developer.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-110
L. ADOPT RESOLUTION EXPRESSING SUPPORT FOR ACTIONS TO

FURTHER STRENGTHEN LOCAL DEMOCRACY, AUTHORITY, AND

CONTROL AS RELATED TO LOCAL ZONING AND HOUSING ISSUES
PUBLIC COMMENT: Karla Lobo
On motion by Council/Agency Member Burks and second by Council/Agency Member Miller and carried by the following vote, the City Council/Successor Agency moved to express support for actions to further strengthen local democracy, authority, and control as its related to local zoning and housing issues.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-111
M. ADOPT A RESOLUTION AUTHORIZING AN AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH NBS GOVERNMENT
FINANCE GROUP FOR AN AMOUNT $18,500.00
PUBLIC COMMENT: Dianne Nielson
Packet Page 12
Thursday, September 5, 2024 City Council REGULAR Meeting Page 7 On motion by Council/Agency Member Burks and second by Council/Agency Member Miller and carried by the following vote, the City Council/Successor Agency moved to authorize an amendment to the agreement with NBS Government Finance Group for an amount of $18,500.00 for CFD cost estimation services related to the Campus Town project.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-112

9. PUBLIC HEARING
A. ADOPT A RESOLUTION APPROVING THE CONSOLIDATED ANNUAL

PERFORMANCE AND EVALUATION REPORT FOR THE COMMUNITY
DEVELOPMENT BLOCK GRANT PROGRAM FOR FISCAL YEAR 2023-2024 Haroon Noori, Administrative Analyst II provided a presentation reviewing the program year highlights that produced $451,566 in total funding, and an expended amount of $411,239 that benefited 8,028 people. The public service activities, capital improvement projects and planning and administration were also reviewed.

PUBLIC COMMENT: Karla Lobo
On motion by Council/Agency Member Garcia-Arrazola and second by Mayor Pro Tem/Vice Chair Pacheco, the City Council moved to approve the FY2023-24 CAPER for the CDBG program and authorized the City Manager or designee to submit the FY2023-24 CAPER to HUD.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-113

10. BUSINESS ITEMS
A. ADOPT A RESOLUTION AUTHORIZING AN EXCHANGE OF LAND
BETWEEN ENCLAVE PHASE 4 AND THE BLACKHORSE AND BAYONET

GOLF COURSE AND IMPLEMENTING ACTIONS
Sheri Damon, City Attorney provided a presentation reviewing the parcels proposed Packet Page 13
Thursday, September 5, 2024 City Council REGULAR Meeting Page 8 to be exchanged, in which, the City would receive two parcels totaling 19,592 square feet and would grant six parcels totaling 17,178 square feet to Shea Homes LP.

PUBLIC COMMENT: Karla Lobo
On motion by Mayor Pro Tem/Vice Chair Pacheco and second by Council/Agency Member Garcia-Arrazola and carried by the following vote, the City Council moved to authorize an exchange of land between Enclave Phase 4 parcels and the Blackhorse and Bayonet Golf course, and authorizes the City Manager to execute deeds, accept the transferred property and approve the lot line adjustment to reflect the changes.

RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-114
B. ADOPT A RESOLUTION AUTHORIZING THE INTERMITTENT CLOSURE OF

GENERAL JIM MOORE BOULEVARD TO THROUGH TRAFFIC FROM

BROADWAY AVENUE TO COE AVENUE AND ALL OF EUCALYPTUS ROAD ON SEPTEMBER 12, 2024
Dan Meewis, Recreation Director, provided a presentation regarding a request from Roukya Films to film two scenes on General Jim Moore Blvd, and to intermittently close the road and a full closure of Eucalyptus from 9 a.m. to 2:45 p.m.

PUBLIC COMMENT: Karla Lobo
RESULT: 5-0-0-0
AYES: Burks, Garcia-Arrazola, Miller, Oglesby, Pacheco
NOES: None
ABSTAIN: None
ABSENT: None
ACTION: ADOPTED RESO #24-115

11. COUNCIL MEMBER REQUESTS
A. NEW COUNCIL MEMBER REQUESTS
None.

B. FOLLOW UP ON PREVIOUS REQUESTS
None.

12. CITY ATTORNEY, CITY MANAGER, CITY COUNCIL AND MAYOR COMMENTS Packet Page 14
Thursday, September 5, 2024 City Council REGULAR Meeting Page 9

AND REPORTS ON COMMITTEE ASSIGNMENTS
Reports provided.

13. CLOSED SESSION
PUBLIC COMMENT: Karla Lobo
A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT CODE 54956.8
Property: 705 Broadway Avenue, Seaside, CA 93955
Agency Negotiators: City Manager, et. al.

Negotiating Parties: Coldwell Banker
Under Negotiation: Price, terms of payment or both
No report.

B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT CODE 54956.8
Property: The Property Commonly Referred to As Campus Town (Property bounded by Highway 1/1st Avenue, 7th Avenue, Lightfighter/Colonel Durham Street, and Gigling)
Agency Negotiators: City Manager, et. al
Negotiating Parties: KBB Seaside Venture, et. al. and City of Seaside Under Negotiation: Price, terms of payment or both
The contracts will be coming forward to the City Council on or before September 19.

C. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT CODE 54956.8
Property: 1540-1546 Del Monte Boulevard, Seaside CA 93955 Agency Negotiators: City Manager, et. al
Negotiating Parties: Foothill Partners, et al. and City of Seaside Under Negotiation: Price, terms of payment or both
No report.

D. PUBLIC EMPLOYMENT PURSUANT TO GOVERNMENT CODE 54957
Position: City Manager
E. CONFERENCE WITH LEGAL COUNSEL PURSUANT TO GOVERNMENT CODE 54956.9 (d)(2)
Two matters of potential litigation
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Thursday, September 5, 2024 City Council REGULAR Meeting Page 10 No report.

14. ADJOURNMENT
With no further business, the meeting adjourned at 9:47 p.m.

Respectfully submitted,
_________________________ _________________________
Dominique L. Davis, City Clerk Ian N. Oglesby, Mayor
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.B.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Paul Ensley, Administrative Assistant
DATE: September 19, 2024
SUBJECT: APPROVE A PROCLAMATION DESIGNATING SEPTEMBER 23 TO SEPTEMBER 27, 2024, AS STORMWATER AWARENESS WEEK

RECOMMENDATION
Approve a proclamation designating September 23 to September 27, 2024, as stormwater awareness week in the City of Seaside.

BACKGROUND
The City of Seaside operates a separate municipal storm sewer system (MS4) and is regulated under the Federal Water Pollution Control Act (Clean Water Act). Storm drains flow directly to our waterways. It is inherent that only rain should flow down the drain in order to preserve our natural ecosystems.

City staff often serve on the front lines of water quality protection. In preparation for the upcoming rainy season, City staff will undergo training on best management practices to ensure that our waterways are protected. This training is a part of a statewide effort called Stormwater Awareness Week which will be held September 23rd through September 27th. The City is a member of a regional collaboration called the Monterey Regional Stormwater Management Program. This effort, which has spanned nearly 20 years, aims to cost-effectively and consistently meet our Clean Water Act requirements.

FISCAL IMPACT
There is no fiscal impact with the Council action.

ATTACHMENTS
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Item No. 9.B. Page 2 of 2

1. 2024 Stormwater Awareness Proclamation
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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City of Seaside

PROCLAMATION
Stormwater Awareness Week
September 23 – September 27, 2024
WHEREAS, the water quality of our local water resources are of vital importance to sustainable communities and to the health, safety, and well-being of the people of this community; and,
WHEREAS, it is in the public interest for the citizens, staff, civic leaders, business interests, and children in our community to gain knowledge of and maintain a progressive interest and understanding of stormwater and the protection of our water resources; and, WHEREAS, stormwater is increasingly considered a resource for our community, where every drop counts as demonstrated by its contributions to groundwater recharge; and,
WHEREAS, City Staff often serve as the front line of water quality protection; and, WHEREAS, Since 2002 the City has participated in a regional collaboration called the Monterey Regional Stormwater Management Program (MRSWMP) to implement local Municipal Separate Storm Sewer System (MS4) Phase II Stormwater Permit Requirements under the Clean Water Act in a consistent and cost-effective manner; and, WHEREAS, the year 2024 marks twelve years of the annual Stormwater Awareness Week, a statewide effort to train agency and municipal staff on stormwater and water quality issues;
NOW THEREFORE, BE IT PROCLAIMED, that I, The Honorable Ian N. Oglesby, Mayor of the City of Seaside, do hereby proclaim the week September 23 – September 27, 2024 as STORMWATER AWARENESS WEEK, and extends appreciation to City Staff and the public for their dedication to protecting water quality and our waterways.

Ian N. Oglesby, Mayor
September 19, 2024
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.C.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Dan Meewis, Recreation Director
DATE: September 19, 2024
SUBJECT: APPROVE A FEE WAIVER FROM SUSTAINABLE SEASIDE FOR

THE USE OF LAGUNA GRANDE HALL FOR THE CANDIDATE
FORUM ON SEPTEMBER 30, 2024, FOR THE NOVEMBER 5,
2024, GENERAL MUNICIPAL ELECTION

RECOMMENDATION
Approve the fee waiver request from Sustainable Seaside for the use of Laguna Grande Hall to hold their Candidate Forum on September 30, 2024, for November 5, 2024 Seaside Mayoral and Council election for the amount of $417.13.

BACKGROUND
Sustainable Seaside is requesting a fee waiver to help cover the cost associated with their Candidate Forum for November 2024, Seaside Mayoral and Council Election on Monday, September 30, 2024, from 5:30 p.m. to 9:00 p.m. in the Laguna Grande Hall at the Oldemeyer Center. The forum is a benefit for Seaside voters who want to make informed choices among the mayoral and city council candidates in the November 05, 2024, election.

The last fee waiver request for a Candidate Forum was approved at the January 23, 2020, City Council meeting.

FISCAL IMPACT
Should the City Council approve the full fee waiver request, the approximate fiscal impact is as follows:

Laguna Grande Hall Rental Fee 3.5 Hours @ $56.25 $122.00 Packet Page 20

Item No. 9.C. Page 2 of 2
Non-Refundable Deposit $ 98.25
Insurance $122.00
TOTAL $417.13

ATTACHMENTS

1. Sustainable Seaside Fee Waiver Request - Candidate Forum - 2024 Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.D.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Dan Meewis, Recreation Director
DATE: September 19, 2024
SUBJECT: APPROVE MAYOR'S YOUTH FUND CONTRIBUTION REQUEST

FROM CENTRAL COAST HIGH SCHOOL FOR A WORK TO LEARN

PROGRAM

RECOMMENDATION
Approve a request from Central Coast High School for a donation of $3,000.00 from the Mayor's Youth Fund for the costs associated with their Work to Learn Program.

BACKGROUND
Central Coast High School is requesting a donation of $3,000.00 from the Mayor's Youth Fund to help cover the cost associated with their Work to Learn Program. This program was established at Central Coast High School in 2019, to bring meaningful work experience to their general education students with the goal of building essential skills to improve and expand their student's post-secondary options. The program is designed to place students in a field they are considering as a career so that they have a direct and experiential glimpse into possibilities for the future.

Students who are selected for the program will be offered a job placement at a site which encourages a reduce, reuse and recycle philosophy. Their Work to Learn Program will continue their efforts to select community partners whose values include an utmost priority to reduce, reuse and recycle. Additionally, they will highlight green sustainability in the job site training portion of their program and systematically embed environmental awareness into their orientation.

Based on the information provided in the application, the request meets the criteria for the Mayor's Youth Fund Policy. They received their last donation at the September 21, 2023, City Council meeting. They submitted their 2023 Mayor's Youth Fund Closing Packet Page 30

Item No. 9.D. Page 2 of 2
Report within the 60-day time frame.

FISCAL IMPACT
This request would be funded by a donation from the Green Waste Recovery's donation to the Mayor's Youth Fund. The current balance is the Mayor's Youth Fund account (601-2106) is $80,864.61. If the City Council approves this request, the balance will decrease to $77,864.61. This is for fiscal year 2024/25.

In the event that all the funds in the Mayor's Youth Fund become exhausted, staff will keep a file of all applications. Once Green Waste issues the next round of funding, all applications on file will be processed at the next available City Council meeting.

ATTACHMENTS

1. MYF Central Coast High School 2024

2. Central Coast High School-W9 2024

3. Mayor's Youth Fund Closing Report - Central Coast High School 2023 Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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Mayor’s Youth Fund Closing Report
Date Mayor’s Youth Fund request was approved: September 21, 2023 Central Coast High School
Kimberly Moir
College and Career Specialist
200 Coe Ave.

Seaside, CA 93955
[email protected]
831-645-1219
Please describe the activities and the date the group/individual participated in related to reduce, reuse, recycle?
The Work To Learn Program is an effort by Central Coast High School to bring work experience to our general education students with the goal of expanding students’ post-secondary options. This program provides first-hand experience in a field they are considering as a career and the opportunity to prepare students for the ever changing workforce landscape. This school year we provide work-based learned placements students within two Career Technical Education Sectors: Education Pathway and Hospitality/Food Service (Culinary Pathway), as well as at Community Day High School.

Students in the Education Pathway will be offered a paid job placement within after school programs at various MPUSD elementary school sites. This is a brand new pathway which was opened up last school year at Central Coast High School and the students are gaining work experience by visiting Dual Language Academy of Monterey Peninsula twice weekly. They enjoy being in the classrooms to reinforce math and phonics/reading skills, and remain focused on supporting a “Reduce, Reuse and Recycle” philosophy when in the classrooms, cafeteria, and outdoor areas.

A group of Culinary students have been given the opportunity to be paid to cater our Back to school night event. Under the supervision of our Culinary instructor, Nicole Esteybar, students do a diligent job of reducing waste, reusing food Packet Page 39
supplies and recycling throughout the planning and
execution of the event.

Community Day High School students will benefit from the funds awarded by way of the native plant restoration project that the BLM supervises. Students who do not require community service hours will be paid for their weekly contribution to the Ft. Ord Natural Reserve. Our students are fortunate for this opportunity to make meaningful improvements to our community.

We plan to add placements in the Spring for our Hospitality Pathway at the Monterey Plaza Hotel. These internship placements will be paid by the Plaza hotel and not using the Mayor’s Youth Fund, however, we are eager to begin and increase students’ work-based learning within the tourism industry. They’re known for their four star Forbes service, and are highly acclaimed for their historic location, and fresh, sustainable seafood.

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We thank you for this wonderful funding awarded to us the past four years.

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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.E.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Dan Meewis, Recreation Director
Leslie Llantero, Assistant Engineer
DATE: September 19, 2024
SUBJECT: ADOPT A RESOLUTION AUTHORIZING AN AGREEMENT WITH

SEASIDE COUNTY SANITATION DISTRICT (SCSD) FOR

REIMBURSEMENT OF CONSTRUCTION COSTS FOR REPAIR TO
THE SANITARY SEWER MAIN IN THE FISCAL YEAR 2023

PAVEMENT REHABILITATION PROJECT

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute an agreement with the Seaside County Sanitation District (SCSD) for reimbursement of construction costs for the repair of the sanitary sewer main included in the City of Seaside's FY 2023 Pavement Rehabilitation Project.

BACKGROUND
The Seaside County Sanitation District (SCSD) provides sewer utility services to the City of Seaside, Sand City, and City of Del Rey Oaks. The City of Seaside started construction on the 2023 Pavement Rehabilitation Project (Project) in August 2024, which includes repaving 13 street segments, sidewalk accessibility upgrades, signage and striping, and the repair of the sanitary sewer main on Flores Street.

The sewer main on Flores Street is damaged. The City proposed to perform this work concurrently with the same construction contract as the City's construction project. The City retained the services of Pavement Engineering Incorporated as the engineering firm to design the proposed pavement improvements and incorporated the sewer repair specification and detail into the Project bid documents. The attached reimbursement agreement proposes that the SCSD pay its share of the actual cost of the work determined on the basis of the actual bid price of the construction contract and a Packet Page 42

Item No. 9.E. Page 2 of 2
proportionate share for mobilization, traffic control, water pollution control, and construction management and inspection services. The estimated cost to SCSD for their portion of the work being done by the City's construction contractor is $10.005.56. A contingency amount of approximately 10% of the construction cost for unforeseen circumstances associated with the construction has been authorized by the City Council.

The construction contract was awarded to Coastal Paving and Excavating Inc. at the June 6, 2024, Council meeting. The total SCSD amount of the construction cost, including contingency, to be reimbursed to the City upon completion of the scope of work of the City project, is $11,006.11.

At their meeting on September 10, 2024, the SCSD Board approved executing a reimbursement agreement to reimburse the City of Seaside for repairs to the sanitary sewer system included in the 2023 Pavement Rehabilitation Project. Staff is now recommending the City Council authorize the City Manager to execute the reimbursement agreement.

FISCAL IMPACT
The Sewer Main Replacement (953-8820-9215) remaining budget is $345,758.65.

There are sufficient funds available in the approved budget to support the reimbursement agreement with the Seaside County Sanitation District for an estimated amount of $10,005.56 plus 10% contingency for a total amount of $11,006.11, to be funded from the Sewer Main Replacement fund (Account 953-8820-9215), to the project account (Account 212-8920-9600).

ATTACHMENTS

1. Resolution

2. Reimbursement Agreement

3. Reimbursement Agreement Exhibit A
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING A REIMBURSEMENT AGREEMENT WITH THE SEASIDE COUNTY

SANITATION DISTRICT FOR REPAIR TO THE SANITARY SEWER SYSTEM AS A PART OF THE 2023 PAVEMENT REHABILITATION PROJECT
WHEREAS, the City of Seaside (City) 2023 Pavement Rehabilitation Project (Project), includes repaving 13 streets, sidewalk accessibility improvements, sewer main repair, sign relocations, and striping; and
WHEREAS, the sewer main repair consists of removing and replacing approximately 2-foot damaged section of the sanitary sewer main located on Flores Street; and
WHEREAS, the repair of the sewer main will be completed concurrently and with the construction contract for the City’s Project; and
WHEREAS, Seaside County Sanitation District (District) is the owner and operator of the sanitary sewer system within the proposed project limits; and WHEREAS, on September 10, 2024, SCSD approved the reimbursement agreement paying its share of probable costs for a total of $10,005.56, including a 10% contingency for a total possible construction amount of $11,006.11 as outlined in Exhibit A; and NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Seaside authorizes the City Manager to execute a reimbursement agreement, as approved with any minor edits by the City Attorney, with the Seaside County Sanitation District to pay for repairs to the sanitary sewer system as part of the 2023 Pavement Rehabilitation Project for an estimated amount of $10,005.56 including a 10% contingency, for a total possible construction amount of $11,006.11 to be funded from Account No. 953-8820- Meeting Date: 09/19/2024
Item X.X
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9215 in the Sewer Main Replacement Fund, and directs the Finance Director to make appropriate budget adjustments.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 19th day of September 2024, by the following vote:

REIMBURSEMENT AGREEMENT
This is a Sewer Line Improvement and Relocation Reimbursement Agreement between the City of Seaside (“CITY”) and Seaside County Sanitation District (“SCSD”) for the purpose of repairing certain portions of sewer line and the reimbursement to CITY by SCSD for removing and replacing certain portions of the existing sewer line.

RECITALS
WHEREAS, SCSD is the owner and operator of the sewer line which is required to be repaired as a part of the City’s repaving project; and
WHEREAS, SCSD and CITY have agreed that such repair of the sewer line is of benefit to SCSD as it will improve the quality of the sewer line all to the benefit of SCSD; and WHEREAS, SCSD has reviewed and approved the improvements associated with the repair of the sewer line, and as described in PLANS and Exhibit A (“Improvements”), will benefit other properties within the City and are therefore properly the subject of this Reimbursement Agreement; and
NOW THEREFORE, SCSD AND CITY AGREE AS FOLLOWS:

AGREEMENT

1. Recitals Correct. The recitals set forth above are true and correct.

2. Reimbursement. SCSD and CITY agree that Improvements consisting of the repair of the sewer line shown on the PLANS and as described in Exhibit A are properly the subject of a Reimbursement Agreement and that the not to exceed sum of $11,006.11 is a fair and equitable reimbursement for CITY’S costs of repairing the sewer line to benefit other properties within the City. SCSD agrees to pay CITY amount listed above upon completion of the Improvements by CITY, and approval of and acceptance of dedication of Improvements by the District Engineer.

3. Construction. CITY shall construct Improvements. The Improvements as described in PLANS and Exhibit A have been reviewed and approved by CITY. However, SCSD has not made an independent investigation of the job site, soil conditions, and any and all other conditions that might affect the design and construction of the facilities. It is the responsibility of CITY to construct all Improvements in accordance with the PLANS and Exhibit A. In the event that job conditions require changes in the PLANS and/or Exhibit A, a request for such deviation must be submitted in writing by CITY for approval by SCSD; no deviation will be allowed without such approval.

4. Access; Compliance with Plans and Exhibit A. CITY shall allow SCSD’S duly authorized representative access to the work at all times and shall furnish representative with Packet Page 49
every reasonable facility for ascertaining that the methods, materials, and workmanship comply with the requirements and intent of the PLANS and Exhibit A. SCSD may reject defective work and require its repair, replacement, or removal by CITY, all at no expense to SCSD. All work shall conform to the PLANS and Exhibit A.

5. Default. In the event that the Improvements are not completed to the satisfaction of SCSD, SCSD in addition to any other remedy at law or equity, may complete such work with its own forces or by contract. In the event of such default by CITY, and SCSD’s subsequent undertaking, SCSD shall have no obligation to reimburse CITY for any partial performance of this agreement, except that SCSD shall reimburse CITY for that portion of the work which is determined by SCSD to be acceptable.

6. Indemnity. CITY agrees to accept all responsibility for loss or damage to any person or entity, and to defend indemnify, hold harmless and release SCSD, its officers, agents and employees, from and against any and all actions, claims, damages, disabilities or expenses that maybe asserted by any person or entity, including CITY, arising out of or in connection with the performance of CITY hereunder, whether or not there is concurrent negligence on the part of SCSD but excluding liability due to the sole active negligence or sole willful misconduct of SCSD. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for CITY or its agents under workers’ compensation acts, disability benefit acts, or other employee benefit acts. CITY shall be liable to SCSD for any loss of, or damage to, SCSD property arising from or in connection with CITY’S performance hereunder.

7. Permits. Prior to commencing construction of Improvements, CITY shall be responsible for obtaining all required permits for the construction and installation of said improvements and facilities, including but not limited to building, grading and encroachment permits from CITY.

8. Prevailing Wages. This is a public works project and CITY shall comply with all provisions of California Labor Code §§ 1770 et seq. regarding prevailing wages.

9. Workmanship. CITY hereby warrants that the design and construction of improvements will not adversely affect any portion of adjacent properties, and that all work will be performed in a proper and workmanlike manner.

10. No Third Party Beneficiary. Nothing in this agreement does or is intended to create an interest in any person or entity not a party to this agreement.

11. Merger. This writing is intended both as the final expression of the agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the agreement, pursuant to Code of Civil Procedure section 1856. No modification of this agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties.

12. Notice. All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills and payments sent by mail shall be addressed as follows:

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SCSD CITY
Seaside County Sanitation District
Attn: District Engineer
440 Harcourt Avenue
Seaside, CA 93955
City of Seaside
Attn: City Engineer
440 Harcourt Avenue
Seaside, CA 93955
and when so addressed shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notice, bills and payments shall deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving notice pursuant to this paragraph.

13. Governing Law; Venue. This Agreement shall be construed, and its performance enforced, under California law. Because this Agreement is to be performed in the County of Monterey, the parties hereto agree that the forum for the adjudication of any dispute regarding this Agreement or enforcement thereof shall be brought exclusively and solely in Monterey County, California.

14. Assignment. CITY shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of the District Engineer, in the District Engineer’s sole and absolute discretion. CITY agrees that the District Engineer shall have the right to approve any and all subcontractors and subconsultants to be used by CITY in the performance of this Agreement before CITY contracts with or otherwise engages any such subcontractors or subconsultants.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
SEASIDE COUNTY SANITATION CITY:

DISTRICT:

Date: Date:____________________________
By: By: _____________________________
Dan Meewis Craig Malin
Acting District Manager Interim City Manager
APPROVED AS TO FORM: APPROVED AS TO FORM:

By: ______________________ By: ______________________
Reed W. Gallogly, District Counsel Sheri L. Damon, City Attorney Attachments: Exhibit A – 2023 Pavement Rehabilitation Sanitary Sewer Reimbursement Tabulation
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.F.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Dan Meewis, Recreation Director
Kirstin van Gend, Administrative Analyst II
DATE: September 19, 2024
SUBJECT: ADOPT A RESOLUTION AUTHORIZING AN AGREEMENT WITH

SEASIDE COUNTY SANITATION DISTRICT (SCSD) FOR

REIMBURSEMENT OF CONSTRUCTION COSTS FOR REPAIRS TO

THE SANITARY SEWER MAIN IN THE LINCOLN CUNNINGHAM
PARK PHASE 1 - ARTERIAL TRAIL PROJECT

BACKGROUND
The Seaside County Sanitation District (SCSD) provides sewer utility services to the City of Seaside, Sand City, and City of Del Rey Oaks. The City of Seaside will begin construction on the Lincoln Cunningham Park phase 1 - Arterial Trail Project in October 2024, which includes construction of a concrete multi-use path through Lincoln Cunningham Park from San Pablo Avenue to Lincoln Street; storm drainage improvements; curb ramp retrofits; sewer main repair; one on-street accessible parking stall on Lincoln Street between Lincoln Cunningham Park and Havana Soliz Park; and seeding for erosion control.

During the trail design phase, it was discovered that the sanitary sewer mainline in Linconln Cunningham Park needs repair. Approximately a ten-foot section will be removed and replaced. The City has proposed to perform this work concurrently and with the same construction contract for the City’s trail project construction. The Packet Page 52

Item No. 9.F. Page 2 of 2
attached reimbursement agreement proposes that the SCSD pay its share of the actual cost of the work determined on the basis of the actual bid price of the construction contract and a proportionate share for mobilization, earthwork, and construction management and inspection services. The estimated cost to SCSD for their portion of the work being done by the City's construction contractor is $9,636.65. A contingency amount of approximately 15% of the construction cost for unforeseen circumstances associated with the construction has been authorized by the City Council. The construction contract was awarded to Monterey Peninsula Engineering (MPE) at the July 25, 2024, Council meeting. The total SCSD amount of the construction cost, including contingency, to be reimbursed to the City upon completion of the scope of work of the City project, is $11,082.15.

At their meeting on September 10, 2024, the SCSD Board approved executing a reimbursement agreement to reimburse the City of Seaside for repairs to the sanitary sewer system included in the Lincoln Cunningham Park phase 1 - Arterial Trail Project.

Staff is now recommending the City Council authorize the City Manager to execute the reimbursement agreement.

FISCAL IMPACT
The Sewer Main Replacement (953-8820-9215) remaining budget is $345,758.65.

There are sufficient funds available in the approved budget to support the reimbursement agreement with the Seaside County Sanitation District for an estimated amount of $9,636.65 plus 15% contingency for a total amount of $11,082.15, to be funded from the Sewer Main Replacement fund (Account 953-8820-9215), to the project account (Account 212-8920-9600).

ATTACHMENTS

1. Resolution

2. Reimbursement Agreement

3. Reimbursement Agreement Exhibit A
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING A REIMBURSEMENT AGREEMENT WITH THE SEASIDE COUNTY

SANITATION DISTRICT FOR REPAIR TO THE SANITARY SEWER SYSTEM AS A PART OF THE LINCOLN CUNNINGHAM PARK PHASE 1 - ARTERIAL TRAIL

PROJECT
WHEREAS, the City of Seaside (City) Lincoln Cunningham Park Phase 1 - Arterial Trail Project (Project), includes construction of a concrete multi-use path through Lincoln Cunningham Park from San Pablo Avenue to Lincoln Street; storm drainage improvements; curb ramp retrofits; sewer main repair; one on-street accessible parking stall on Lincoln Street between Lincoln Cunningham Park and Havana Soliz Park; and seeding for erosion control; and
WHEREAS, the sewer main repair consists of removing and replacing approximately 10-foot damaged section of the sanitary sewer main located in Lincoln Cunningham Park; and
WHEREAS, the repair of the sewer main will be completed concurrently and with the construction contract for the City’s Project; and
WHEREAS, Seaside County Sanitation District (District) is the owner and operator of the sanitary sewer system within the proposed project limits; and WHEREAS, on September 10, 2024, SCSD approved the reimbursement agreement paying its share of probable costs for a total of $9,636.65, including a 15% contingency for a total possible construction amount of $11,082.15 as outlined in Exhibit A; and NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Seaside authorizes the City Manager to execute a reimbursement agreement, as approved Meeting Date: 09/19/2024
Item X.X
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with any minor edits by the City Attorney, with the Seaside County Sanitation District to pay for repairs to the sanitary sewer system as part of the Lincoln Cunningham Park Phase 1 - Arterial Trail Project for an estimated amount of $9,636.65 including a 15% contingency, for a total possible construction amount of $11,082.15 to be funded from Account No. 953-8820-9215 in the Sewer Main Replacement Fund, and directs the Finance Director to make appropriate budget adjustments.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 19th day of September 2024, by the following vote:

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
ABSTAIN: COUNCIL MEMBERS
APPROVED:
___________________________
Ian N. Oglesby, Mayor
ATTEST:
____________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
____________________________
Sheri L. Damon, District Counsel
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Item Description
Lincoln Cunningham Park Trail
Bid item Price
Sanitary Sewer Repair
Constribution Cost
Mobilization $ 30,000.00 $ 249.00Earthwork $ 85,000.00 $ 705.50Replace 10 LF Sanitary Sewer Main $ 7,000.00 $ 7,000.00 CM & Inspection Consultant Costs $ 202,669.00 $ 1,682.15 Total Sanitary Sewer Costs $ 9,636.65
15% Contingency $ 1,445.50
Total Sanitary Sewer Costs w/ Contingency
$ 11,082.15
Exhibit A
Lincoln Cunningham Park Phase 1 ‐ Arterial Trail Project Sanitary Sewer
Reimbursement Tabulation
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.G.

PERFORM PAVEMENT CONDITION EVALUATIONS AND UPDATE

THE PAVEMENT MANAGEMENT PROGRAM FOR AN AMOUNT
NOT TO EXCEED $24,990.00

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute a professional services agreement with Pavement Engineering Inc. (PEI) to perform pavement condition evaluations and update the Pavement Management Program for an amount not to exceed $24,990.00.

BACKGROUND
On November 8, 2016, the voters of Monterey County approved Measure X, authorizing the Transportation Agency for the Monterey County (TAMC) to impose and administer the proceeds from a three-eighths cent transaction and use tax (“Measure X”). To remain eligible and receive Measure X funds, and to insure timely implementation of street repairs, and to keep the public informed, Measure X requires each jurisdiction to develop a Pavement Management Program (PMP), provide program updates, and submit regular reports on the conditions of their streets. The PMP tracks inventory, stores work history and furnishes budget estimates to optimize funding for improving the City's pavement network system.

Per the Measure X Master Funding Agreement with TAMC (AG17-083 & AG17-102), the City must submit an annual compliance plan by December 31st of each year. As part of the annual compliance plan, the PMP must have the arterial and collector street Packet Page 60

Item No. 9.G. Page 2 of 2
segments re-inspected every three years and residential or local street segments every six years. The previous pavement condition evaluation or inspection, which included the City's entire street network, was conducted in November 2021. The Pavement Management Program was updated and presented to the City Council at the February 16, 2023, meeting. At that time, the City approved a Five-Year Pavement Rehabilitation Policy (Policy) and a street list for the 2022/2023 Pavement Rehabilitation Project, currently under construction.

The City requested PEI to submit a proposal to perform pavement condition evaluations and to update the PMP. The proposal submitted includes pavement condition evaluations for arterial and collector street segments, developing treatment unit costs, performing budget analysis including project costs based upon projected funding, and a final report reflecting the changes. The cost for these services outlined in the proposal is $24,990.00 and is scheduled to be completed within 10 weeks. The pavement evaluations and updates to the PMP will assist the City in developing the next pavement rehabilitation project.

FISCAL IMPACT
The Pavement Management Program is an approved project in the City's FY 2024/2025 Capital Improvement Program. The remaining budget in the Pavement Management Program account (212-8990-9600) is $66,283.00. There is adequate funding in the Pavement Management Program account to fund the pavement condition evaluations and update the Pavement Management Program for an amount not to exceed $24,990.00.

ATTACHMENTS

1. Resolution

2. PEI Professional Services Agreement

3. Measure X Funding Agreement
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH PAVEMENT ENGINEERING INC. TO PERFORM PAVEMENT CONDITION EVALUATIONS

AND UPDATE THE PAVEMENT MANAGEMENT PROGRAM FOR AN AMOUNT NOT TO EXCEED $24,990.00
WHEREAS on November 8, 2016, the voters of Monterey County approved Measure X, authorizing the Transportation Agency for the Monterey County (TAMC) to impose and administer the proceeds from a three-eighths cent transaction and use tax (“Measure X”); and
WHEREAS, to insure repairs are implemented in a timely manner and keep the public informed, Measure X requires each jurisdiction to develop a Pavement Management Program (PMP), keep the program updated, and to submit regular reports on the conditions of their streets; and
WHEREAS, per the Measure X Master Funding Agreement (Agreement) with TAMC, it stipulates PMP requirements; and
WHEREAS, the City of Seaside’s PMP was last updated in 2021 and the Agreement requires updates to the PMP with updated pavement evaluations for the arterial and collector street segments every three years and the City’s does not have the requisite technical knowledge and assistance by personnel with specific knowledge and experience is required; and
WHEREAS, Pavement Engineering Inc. (PEI) is on the City’s On-Call list for Engineering Services (Resolution No. 22-62) and performed the previous pavement evaluation and PMP Update in 2021; and
WHEREAS, PEI’s proposal includes evaluating the arterial and collector street segments, update the database with new ratings and treatment unit prices, perform budget analysis scenarios, and a final report for an amount to exceed $24,990; and WHEREAS, a 20% contingency or $4,998.00 is appropriate for a project of this Meeting Date: 9/19/2024
Item X.X
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scope and should be authorized on an as required basis; and WHEREAS, there are sufficient funds available for the pavement condition evaluations and update to the Pavement Management Program in the Fiscal Year 2024/2025 budget in Account No. 212-8990-9600.

NOW, THEREFORE BE IT RESOLVED, that the City of Seaside City Council authorizes the City Manager to execute a Professional Services Agreement with Pavement Engineering Inc. to perform the pavement condition evaluation and update the Pavement Management Program for an amount not to exceed $24,990.00 and written amendments such that the total agreement does not exceed $29,988.00.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 19th day of September 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

APPROVED:
________________________________
Ian N. Oglesby, Mayor
ATTEST:
________________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
________________________________
Sheri L. Damon, City Attorney
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AG 17 - 83
Measure X
Master Programs Funding Agreement
between the

TRANSPORT ATION AGENCY FOR MONTEREY COUNTY
AND

CITY OF SEASIDE
ThisMasterProgramsFundingAgreement ("Agreement'5) is effectivethef of 2017,andis enteredinto by andbetweentheTransportationAgencyfor MontereyCounty ("TAMC") andCity of Seaside("RECIPIENT").

RECIT ALS

1. OnNovember8,2016,thevotersofMontereyCounty,pursuanttotheprovisionsofthe Local TransportationAuthority andImprovementAct, California Public Utilities Code Section180000et seq.(the"Act"), approvedMeasureX (TAMC OrdinanceNo. 2016- 01)ontheMontereyCountyBallot, therebyauthorizingTAMC toimposeandadminister theproceedsfrom athree- eighthscenttransactionandusetax("MeasureX").

2. Thedurationof theMeasureX salestax will be30yearsfiromtheinitial yearof collection,whichwill beginApril 1, 2017,with saidtax to terminate/expireon March31, 2047.Thetaxproceedswill beusedto payfor theprogramsandprojectsoutlinedin TAMC's TransportationSafetyandInvestmentPlan(the"MeasureXInvestmentPlan"), asit may be amended.

3. ThisAgreementdelineatestherequirementsof theMeasureXfundsthataredirectly allocatedtolocaljurisdictions, asauthorizedby MeasureX andtheMeasureX InvestmentPlan. A tableshowingtheMeasureX Local DistributionSummaryfor the first yearof this Agreementis attachedheretoasExhibit A.

NOW, THEREFORE,it is mutuallyagreedby andbetweenthepartiesasfollows:

Article I: Definitions
As usedherein,thefollowing ternnshavethefollowing meanings:

1. AnnualProgramComplianceReport: An AnnualProgramComplianceReportis adocumentproducedby RECIPIENTnolater thanDecember31of eachyearthe MeasureX taxis in effect,anddescribestheeffortstakenby thejurisdiction to complywith therequirementsfor thereceiptanduseof MeasureXfunds. A template Annual ProgramComplianceReportis attachedasExhibit B.

2. Eligible Expenses:Thoseexpenseswhich areeligible to befundedfrom MeasureX, assetforth in greaterdetailin ArticleIII.C. Thefirst datefrom which expensesare eligiblefor funding is January1, 2017.

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Local RoadProiects:Projectsidentified in thePolicies andPro5ectDescriptionsas "Local RoadMaintenance,PotholeRepairsandSafety"pro3ectsfor each)urisdiction, andasmaybeamendedin theRECIPIENT'sMeasureX Five-YeaxCapital Improvement Program.

Maintenanceof Effort Report:A reportto be adoptedby ajurisdiction, no later than December31of eachyeartheMeasureX taxis in effect,verifying thatMeasureX funds receivedby thereportingjurisdiction havebeenusedto augment,andnot supplant,local resourcesspentin thefiscal year,asdescribedin Article IV Section A.6. The amountof local resourcesspentfor thefiscal yearis calculatedby using an averageof theprior three(3) yearsspentfor local transportationpurposesandshallbe thesameamountreportedto theStateControllerpursuantto StreetsandHighways Code section 2151.

MeasureX: TAMC OrdinanceNo. 2016- 01, approvedby the votersonNovember 8, 2106,establishingathree- eighthsof onepercent(0.375) retail transactionsanduse taxfor aperiod of thirty (30) years.

MeasureX FiveYearCIP:A CapitalImprovementProgramlookingforwardfor the nextfive (5) yearsthatspecificallyreferencespro3ectsanticipatedto befundedby MeasureX. The MeasureX Five Year CIPis to be updatedannuallyby the RECIPIENTandcoveraperiodof five (5) yearsfiromthetime of theannualupdate.

MeasureX InvestmentPlan:TheTransportationSafetyandInvestmentPlanadopted by TAMC, theCountyof Monterey,andeachcity within theCountyof Monterey, settingforth an expenditureplanfor MeasureX proceeds.

PavementManagementProgram:A computerizedprogrmnfor theidentification and assessmentof thequality of pavementwithin the3urisdiction,including ETC("Extent of pavementanalyzed,Typeof recordedpavementdistress,andConditionof the roadway").

Policies& ProiectDescriptions:A statementof policies governingtherequirements for, andallocationof, taxproceedsandpro3ectdescriptionsof anticipateduseof tax proceedsby TAMC andthevariousjurisdictions. ThePolicies& Pro3ect Descriptionsarein additionto andelaborateupontheMeasureX InvestmentPlan.

10. RegionalTransportationPlanningAssessment:An annualassessmentcurrently paid bylocaljuri sdictionsfrom localfunds asaform of congestionmanagementfee thatis usedtofund TAMC s regionaltransportationplanning efforts.

11. RegionalDevelopmentImpactFeeProgram: A programof developmentfees preparedandadoptedby TAMC andassessedonnewdevelopmentwithin theCounty of Monterey,in orderthatnewdevelopmentpayitsfair shareof thecoststo mitigate negativeimpacts to theregionaltransportationsystem.

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Article II: Funding Allocations

1. This AgreementauthorizesTAMC to allocateto RECIPENTits shareof thefunds derivedfrom MeasureX asdescribedin thevoter- approvedMeasureX InvestmentPlan andTAMC's Policies andProjectDescriptions("Policies andProjectDescriptions")for the Local RoadPro3ectsprogramof the MeasureX InvestmentPlan,which constitutes 60% of MeasureX revenuesafter administrativeandBoardof Equalizationexpenses havebeenpaid. TAMC will distribute MeasureX fundsfor Local RoadPro3ects pursuantto aforrnula weighted50 percentby thejurisdiction's populationand50 percent of lane miles within thejurisdiction utilizing datafiromthe Califorma Departmentof FinanceandDepartmentof Transportationassetforth in SectionIII.2 below.

RECIPIENT's allocationsaresub)ectto changebasedon variationsin these measurements,asdeterminedannuallypursuantto Article III SectionA.2.

2. The remainder of funds received firom Measure X and not allocated to RECIPIENT jurisdictions shallbe allocatedto TAMC for RegionalProjects,andadministrationand Board of Equalizationexpensesasprovidedfor in MeasureX, the MeasureX Investment Plan andthePro)ects& PoliciesDescriptions.

3. All eligible expenses,asdescribedin Article III SectionC, andincurred by RECIPIENT asof January1, 2017 shall bereimbursablewith the RECIPIENT's shareof MeasureX Local RoadProjectsfunds, to the extentthat suchfunds coverthe claimfor reimbursement.

4. MeasureXfunding providedfor Local RoadProjectsis to be usedfor transportation purposesonly, andto supplementandnot replaceexistinglocal revenuesusedfor transportationpurposes.Referto Article III SectionA Paragraph6for requirements related to Maintenance of Effort.

Article III: Payments and Expenditures
A. TAMC's Duties and Obligations

1. Withinten(10)workingdaysofactualreceiptofthequarterlyMeasureXsalestax revenuesfrom the StateBoard of Equalization("BOE'5), TAMC shallremit to the RECIPIENT its designatedamountof availablefunds disbursedon a quarterlybasisby the formulas described above.

2. TAMC shall annuallyupdatethe MeasureX fund revenueprojectionsandthe resulting fund allocationformulas to reflect the most currentpopulationusingthe California Departmentof Finance"sannualpopulationestimates(Report E-1 publishedin May) and the California Departmentof Transportations annuallane miles estimates(Califorma Public RoadDataReportpublishedin October)asit is madeavailable,but nolater than Page3 of 25
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June30 of eachyear. TAMC shallusetheupdatedMeasureX program allocation formulas in the allocationsbeginmngJuly I of eachnewfiscal year,which is from July 1 to June 30.

3. TAMC shallreport quarterlyto the public the amountof MeasureX revenuesdistributed to RECIPIENTfor the quarterandfiscal yearto date.

4. TAMC shallprovidefor anindependentannualaudit of its financial statements, including revenuesandexpenditures,andalsoof its calculationof the allocationformula for distributing MeasureX revenuesto eachrecipient andrenderan annualauditreport to the TAMC Boardwithin 240 daysfollowing the closeof thefiscal year.

5. TAMC may conductan audit of expendituresmadeby RECIPIENT to determinewhether suchexpendituresarein compliancewith this AGREEMENT andthe MeasureX InvestmentPlan,andshallprovide timely noticeto RECIPIENT prior to conductingsuch audit.

Recipient's Duties and Obligations

1. RECIPIENT shall expendall MeasureX funds receivedin compliancewith MeasureX, the MeasureX InvestmentPlan,andthePolicies& ProjectDescriptions,asthey may be adoptedor amendedby TAMC from time to time, andthis Agreement.

2. RECIPIENT shall conductanindependentannualaudit of MeasureX revenuesreceived andexpendituresmadeby RECIPIENT to demonstratesuchexpenditurescomply with this AGREEMENT andthe MeasureX InvestmentPlan, andshallprovide saidaudit to TAMC byDecember 31, 2018, andeachDecember31stof eachyearthereafter, throughoutthe existenceof MeasureXfunding, including theDecember31stof thelast yearoffunding.

3. RECIPIENT shall setup andmaintain anappropriatesystemof accountsto report on MeasureXfunds received. RECIPIENT must accountfor MeasureXfunds, including anyinterest receivedor accmed,separatelyfrom any otherfunds receivedfirom TAMC or anyother source.All MeasureX revenuesreceivedandexpendedshallbe accountedfor andtrackedin its own separatebudgetandfund titled "Transportation Safety& InvestmentPlanAccount" andwill not be comingledwith any otherfunds. The accountingsystemshallprovide adequateinternal controlsandaudit trails tofacilitate an annualcomplianceauditfor eachfund typeandtherespectiveusageandapplicationof saidfunds. TAMC andits representatives,agentsandnomineesshallhavethe absolute right upon reasonablewritten notice to RECIPIENT, which is notless than 72 hours,to inspect andcopy any accountingrecordsrelatedto suchfunds, exceptto the extent specificallyprohibitedby applicablelaw.

4. RECIPIENT shall comply with all reportingrequirementsin Article IV.

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5. RECIPIENT herebyagreesto andacceptstheformulas usedin the allocation of Measure X revenuesasreflectedin theballot measureandthe MeasureX InvestmentPlan, and agreesto acceptandutilize theCaliforniaDepartmentof FinanceEstimatesof Population figures(ReportE-1, updatedeachMay) andtheCaliforniaDepartmentof Transportation5sannualanemilesestimates(California PublicRoadDataReport publishedin October)for Californiacitiesandcountiesfor theannualupdateof the sales tax allocationformulas to beginin eachnewfiscal year.

6. RECIPIENTshallmaintainparticipationin TAMC's RegionalDevelopmentImpactFee programandimposethesefeesonnewdevelopmentasapplicableto assurethatnew developmentpaysfor its impactsontheregionaltransportationsystem.

7. RECIPIENTshallcontinueto participatein TAMC's RegionalTransportationPlanning Assessmentprogram as setforth therein.

8. In orderto receiveits shareof Local RoadProjectsfunds, RECIPIENTshalldevelopa PavementManagementProgram,or participatein the developmentof aregional PavementManagementProgram,developedby TAMC.

9. RECIPIENTshallabideby theMaintenanceof Effort requirementsimposedby Measure X andStatelaw. RECIPIENTshallannuallyreportonits Maintenanceof Effort as providedin Article IV.

Eligible Expenditures
RECIPIENTmay expendLocalRoadProjectsfunds on anyor all of thefollowing categories:

1. RoadandStreetMaintenanceandRepairs:Filling potholes,repairing,resurfacingor reconstructionof roads,streetsandbridges,or otherwiseconductingmaintenanceto extendthelifetime of theroadwaynetworkand/orreduceor eliminateliability andsafety concerns.Repairs,reconstmctionor maintenanceof walkwaysor bikewaysarealso eligible.

2. RoadSafetyandOperations:Improvementsdesignedto reducetraffic collisionsand relatedin3uriesandfatalities, aswell aspro)ectsdesignedto reducetraffic delays.

Examplesof safetypro)ectsinclude,but arenotlimited to: roundabouts,turmnglanes, traffic signalsor otherintersectionimprovements,hazardeliminations,safetybarriers, traffic calmingor speedreductionmeasures.Newlanemilesorroadwaysarenot eligible with theexceptionof thePinnaclesParkwayConnectionpro3ect.

3. Walkability andPedestrianSafety:Projectsdesignedto makeneighborhoodsor corridors walkableby makingwalking safer,morecomfortableandconvement.Examplesinclude, but arenotlimited to: sidewalks,lighted crosswalks,walkingpaths,landscapingor other barriersfrom traffic, bulb- outsto shortenthecrossingdistance,safe-havenislands, pedestriancountdownsignals,streetor pathlighting andtraffic calming.

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4. Bike SafetyProjects:Projectsdesignedto supportsafeandconvenientbicyclingfor all levelsof riders.Examplesinclude,but arenotlimited to: neworimprovedbikeways (lanes,paths,bridges,protectedlanesor otherbamersto automobiletraffic); removing bamers to bicycling (curbs, medians,etc.); signaldetectors;and,bicycle racks,lockers andother storagefacilities.

5. StreetEnhancements:Streetscapeprojectsthat erffiancethe safetyandexperienceof the transportationcorridor. Examplesinclude,but arenotlimited to:lighting, landscaping, anddrainageimprovements.

6. New Technology:Projectsthat supportorincludenewtechnologyto promote transportationsafety,mobility, costsavingsor air qualityimprovements.Examples include, but arenotlimited to: electric vehicle chargers,vehicle detectionsystems,traffic signalsynchronization,aswell astherequiredparticipationin thePavementManagement Programreferencedin Art. III.B.8, above.

7. Planning, Engineering and Design, Environmental Review and Mitigation and Acquisition: Thecostsof planning,engineering,designandenvironmentalreviewand mitigationandacquisitionnecessaryto undertakeanypro)ectwithin a categorydescribed abovearealsoeligible expensesunderMeasureX andthisAgreement.

8. ReportingandImplementation of this Agreement: The costsoffulfilling the requirementsimposedby thisAgreement,includ'ingthepreparationof auditsandreports, areeligible expenses,provided,however,thatonly thedirectcostsof suchactions(such asactualhoursworked by staff) areeligible.

D. Other Expenditure Restrictions

1. TransportationPurposesOnly: RECIPIENTshalluseall MeasureXfunds solelyfor transportationpurposesasdefinedby theauthorizingballotmeasure.Any 3urisdiction thatviolatesthisprovisionmustfully reimburseall misspentfunds,including allinterest which would havebeenearnedthereonatthe PooledMoneyInvestmentAccount EarningsYield Rateatdeterminedby theCaliforniaStateController'sOffice.

2. Staff CostLimitations: Direct costsassociatedwith the delivery of programsandprojects associatedwith MeasureX programs,including directstaff costsandconsultantcosts,are eligibleusesof MeasureXfunds. Indirect costsareeligiblefor funding providedthatthe jurisdi ctionhasaCaltrans-approvedIndirect CostAllocationPlan/ Indirect CostRate Proposal(ICAP/ICRP or equivalent)established.Jurisdictionswith anICAP/ICRP approvedbyits cogmzantagencywill submitacopyof thecogtuzantagencyapproval, theapprovedproposal,plan,andotherrelevantdataprior toinvoicingfor indirect costs.

If ajurisdiction doesnot currentlyhaveanapprovedICAJ'/ICRPor equivalent,aflat rate of 40%is eligiblefor indirect costs.

3. MatchingFunds:MeasureXfunds canbeutilized to matchgrants,loans,programsand payannualdebtservicetofund eligible approvedbondsfor local roadmaintenanceor safetypro)ectsasdefinedArticle II SectionC.

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4. EnvironmentalandEngineeringStandards:RECIPIENT shall designprojectsto meet currentstandards,andshallincludebicycleandpedestrianaccesswheneverpossible.

RECIPIENTshallthoroughlystudypro3ectsfor environmentalimpactsandincorporate identified environmentalmitigations consistentwith applicableenviromnentallaw.

Article IV: Reporting Requirements
A. Requirements and Withholding
RECIPIENTshallcomplywith eachof thereportingrequirementssetforth below.If RECIPIENTfails to complywith oneor moreof theserequirements,TAMC maywithhold paymentoffurther MeasureXfunds to RECIPIENTuntilfull complianceis achieved,as described in Article V.

1. RECIPIENTshallcomplete,atRECIPIENT'sexpense,aseparateindependentauditof RECIPIENT's financial statementsfor the prior fiscal yearendedJune30 of MeasureX funds receivedandused. To that end,RECIPIENT shallprovide suchaudit to TAMC by December 31st of eachyear.

2. RECIPIENTshall,atRECIPIENT'Sownexpense,andbyDecember31stofeachyear, submitto TAMC Annual ProgramComplianceReports(covering the prior fiscal year) regardingprogramsandpro3ectsonwhichRECIPIENTexpendedMeasureXfunds.

3. RECIPIENTshalldocumentexpenditureactivitiesandreportontheperformanceof MeasureX-funded activitiesthroughtheAnnualProgramCompliancereportingprocess, annualaudits,theFive-Year CapitalImprovementProgramReport,thePavement ManagementProgramReport,theMaintenanceof Effort Report,andshallprovideany additionalinformation reasonablyrequestedby TAMC.

4. RECIPIENT shallprepareandsubmitto TAMC aMeasureX 5-Year Capital ImprovementProgramthatidentifies theeligibletransportationprojectsthatare anticipatedto befunded with thejurisdiction5sshareof Local RoadProjectsfunds.

RECIPIENT shallupdatethis documenton anannualbasisnolater thanAugust 31, 2017 andDecember31stof eachyearthereafter. A templateof theform that RECIPIENT shalluseto submitthis reportis included asExhibit C.

5. RECIPIENT shall submit annualPavementManagementProgramreportsnolater than December31steachyearontheconditionsof RECIPIENT'sstreets,to ensuretimely repairsandkeepthepublicinformed. A templateof theform thatRECIPIENTshalluse to submitthesereportsin included asExhibit D.

6. RECIPIENTshallcertify,nolaterthanAugust31,20l7andDecember31stofeachyear thereafter,in an annualMaintenanceof Effort Reportverification that theseMeasureX funds areusedto augmentandnot supplantlocal resourcesspent.RECIPIENTshall expendeachfiscal yearfrom its generalfund for streetandhighwaypurposesanamount Page7of25
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notlessthantheannualaverageof its expendituresfrom its generalfund duringthe precedingthreefiscal years,asreportedto theControllerpursuantto Streetsand HighwaysCodesection2151("MaintenanceofEffort"). Forpurposesofthis calculation,anaverageof theprior three(3) yearsspentfor local transportationpurposes will beused. Exemptionsfrom this calculationincludeone- time capitalexpenses,and expirationof anyvoter-approvedfund sourcesthatwereusedfor local transportation purposes.In thecaseof expiredvoter-approvedfund sources,thethree- yearavetaage baselinewould be recalculatedin thenext annualverification period without saidexpired fund sources.Revenuesfrom afee imposedor contributionfirst receivedby alocal jurisdiction onor afterJanuary1, 2016whichareusedonor afterJuly1, 2016,by that local )urisdictionfor maintenanceorimprovementpurposesonits streetsandhighways shallbeconsideredasgeneralfund expendituresfor thepurposesof compliancewith the provisionsof thisSectionin thefiscal yearin whichsuchexpendituresaremade.A templateof theform thatRECIPIENTshalluseto submitthesereportsin includedas Exhibit E.

Pubuc Outreach

1. RECIPIENT shallinstall or mount MeasureX signageadjacentto MeasureXfunded constmctionprojectsthroughcompletion,wherepracticalandshallreferenceTAMC, so MontereyCountytaxpayersareinformed asto how RECIPIENTis usingMeasureX funds. TAMC andRECIPIENT shall mutually approvethe designfor the MeasureX signageto be usedby RECIPIENT.

2. RECIPIENTshallprovidecurrentandaccurateinformation onRECIPIENT'swebsite,to inform thepublic abouthow RECIPIENTis usingMeasureXfunds.

3. RECIPIENTshallactivelyparticipatein TAMC's public awarenessprogram,developed in collaborationwith TAMC, asameansof ensuringthatthepublic hasaccessto the ability to knowwhichprojectsandprogramsarefundedthroughMeasureXfunds.

4. RECIPIENT shalluponreasonablenotice andwithin areasonabletime makeits administrativeofficer or designatedstaffavailablet to renderareportor answeranyand all inquiriesin regardto RECIPIENT'sreceipt,usage,and/orcomplianceauditfindings regardingMeasureXfunds beforetheTAMC Boardand/ortheMeasureX Citizens OversightCommittee,asapplicable.

5. RECIPIENTagreesthatTAMC mayreviewand/orevaluateall project(s)or program(s) fundedby MeasureX This mayincludevisitsby representatives,agentsor nomineesof TAMC to observeRECIPIENT's pro3ector programoperations,to review pro)ector programdataandfinancialrecords,andto discussthepro3ectwith RECIPIENT'sstaffor governingboard.

Article V: Enforcement
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A. Verification and Compliance

1. In additionto RECIPIENTreportingrequirements,TAMC mayrequestfiscal datafrom localjurisdictions asneededto ensurecompliance.Eachlocal 3urisdictionshallfurnish thedatato theTAMC notlater than90daysafterreceivingarequesttherefor.TAMC maywithhold paymentsto localjurisdictions which donot complywith requestsfor information or which provideincompleteinformation.

2. Failureto meetanyof theconditionsincludedin thisAGREEMENTby theRECIPIENT shallresultin thesuspensionof thedistributionoffundsto theRECIPIENT.Resumption offundingdistributionto theRECIPIENTshallresumeonlyafterfull repaymentfor any misuse,andconfirmationby TAMC of complianceto eachof theconditionsin this AGREEMENT. Local RoadProjectsprogramfunding accmeddueto thefailure of a city/countyto meettheaboveconditionswill beheldin tmstfor up to two(2) yearsfor saidjurisdiction,afterwhichthefundswill beredistributedto theremaimngcities/county in MontereyCountyperformula. Resumptionoffunding to theRECIPIENTcanoccurat anytime duringthel'ife of MeasureX uponcompliancewith theconditionsincludedin thisAGREEMENTandfull repaymentof anyprior misusedfunds.

Dispute Resolution Process

1. If at anytime eitherpartyheretois consideredto havefailed to meetanyof the conditionsincludedin this AGREEMENT,thepartiesshallmeetandconferin a good faith effortto resolvethematter.Suchmeetandconfershalloccurwithin thirty(30) days of anoticefrom onepartyto theotherof non- compliance.

2. If, aftermeetingandconferring,thereis still a disputeasto complianceor noncomphancewtth a term or condition of the AGREEMENT, TAMC shall refer the matter to the eXcellentOversightCommitteefor its review andrecommendation.Consistent with thetermsof theRalphM. BrownAct,theeXcellentOversightCommitteemeeting maybe aspecialmeeting,providedthatatleast72hoursprior noticeis providedto the public andanagendais posted.After consideringthematter,theeXcellentOversight Comrrutteemaymakeits recommendationto thepartiesto resolvethematter.

3. Pendingtheconsiderationandpossibleresolutionof theissueby theeXcellentOversight Committee,TAMC shallwithholdfuture MeasureX paymentsto RECIPIENTunderthis AGREEMENT,exceptfor allocationsrequiredfor bondpayments,which shallnotbe withheld.

4. If, afterreceivingtherecommendationfrom the eXcellentOversightCommitteethe partxesarestill in disputeovercomplianceor non- complianceof thisAGREEMENT,the mattershallbeagendizedatthenextavailableTAMC Boardmeeting. Eachpartymay submitup tofive (5) pagesin supportof its position,aspartof theagendapackageto be submittedfor suchBoardmeeting. Thedecisionof theTAMC Boardonthedisputeshall be final.

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5. Resumptionoffunding distribution to theRECIPIENT canocctir at any time during the life of MeasureX but shall only occur afterfull repaymentof anyunauthorized expenditure(s)of MeasureXfunds, andconfirmation by TAMC of RECIPIENT's compliancewith eachof theconditionsin thisAGREEMENT. Repaymentof unauthorizedexpendituresmay not be madebyfuture MeasureXfunds.

6. Local RoadProjectsprogramfunding accmeddueto thefailure of a city/county to meet theaboveconditionswill beheldin tmstfor up to two(2) yearsfor saidjurisdiction, after which thefunds will beredistributedto theremaimngcities/countyin MontereyCounty per theformula setfor in Art.II.

7. In the eventthat RECIPIENT's allocationsareexemptfrom suspensionbecauseof bond payments,but RECIPIENT continuestofail to comply with the requirementsof this AGREEMENT, RECIPIENT andTAMC agreethat anactionfor specific performanceis anavailableremedy.

Article VI: Other Provisions
A. Indemnity by RECIPIENT
NeitherTAMC, norits governingbody,electedofficials, anyofficer, consultant,agent,or employeethereofshallberesponsiblefor anydamageorliability occurringby reasonof anythingdoneor omittedto be doneby RECIPIENTin connectionwith the MeasureX funds distributedto RECIPIENT pursuantto this AGREEMENT or anywork or actiontakenwith such funds. Notwithstanding GovernmentCodeSection895.6,it is alsounderstoodandagreed, pursuantto GovermnentCodeSection895.4,thatRECIPIENT shallfully defend,indemnify and hold harmlessTAMC, its governingbody,andall its officers,agents,andemployees,from any liability imposedonTAMCfor injury (as definedin GovernmentCodeSection810.8)occurring by reasonof anythingdoneor omitted to be doneby RECIPIENT in connectionwith the MeasureXfunds distributedto RECIPIENTpursuantto thisAGREEMENTor anywork or action taken with such funds.

B. Indemnity by TAMC
Neither RECIPIENT, norits governingbody, electedofficials, anyofficer, consultant,agent,or employeethereofshallberesponsiblefor anydamageorliability occurringby reasonof anythingdoneor omittedto bedoneby TAMC underorin connectionwith anywork, authority orjurisdiction delegatedto TAMC underthis TaxSharingAGREEMENT.Notwithstanding GovernmentCodeSection895.6,it is alsounderstoodandagreed,pursuantto GovermnentCode Section895.4,that TAMC shallfully defend,indemnify, andhold harmlessRECIPIENT, andits governingbody,electedofficials, all its officers,agents,andemployeesfrom anyliability imposedonRECIPIENTfor injury (asdefinedin GovernmentCodeSection810.8)occurringby Page10 of 25
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reasonof anythingdoneor omittedto bedoneby TAMCunderorin connectionwith anywork, authorityorjunsdiction delegatedto TAMC underthisAGREEMENT C. Jurisdiction and Venue
Thelaws of theStateof Californiawill governthevalidity of thisAGREEMENT,its interpretationandperformance, andanyotherclaimstowhichit relates.All legalactionsarising outof thisAGREEMENT shallbebroughtin acourtof competentjurisdiction in Monterey County,Californiaandthepartiesheretoherebywaiveinconvenienceofforum asanobjection or defense to such venue.

D. Term
Thetermof this AGREEMENTshallbefiromJuly1, 2017to June30,2047,unlessamendedin writingor anewMasterProgramsFundingAgreementis executedbetweenTAMC and RECIPIENT.

E. Severabffity
If anyprovisionof thisAGREEMENTisfoundby acourtof competentjurisdiction or,if applicable,anarbitrator,tobeunenforceable, suchprovisionshallnotaffecttheotherprovisions of theAGREEMENT,but suchunenforceableprovisionsshallbedeemedmodifiedto theextent necessarytorenderit enforceable, preservingtothefullestextentpermissibletheintentofthe partiessetforth in thisAGREEMENT
F. Modification
ThisAGREEMENT,its Exhibits,aswell asthereferencedPoliciesandProjectDescriptionsand TAMC Ordinance2016- 01, constitutestheentireAGREEMENT,supersedesall prior writtenor oralunderstandingsregardingMeasureXfunds(but notpro3ectfundxngagreements).This AGREEMENTmayonlybechangedby awrittenamendmentexecutedby bothpartxes.

Notwithstandingtheforegoing,thePoliciesandProjectDescriptionsrelatedto MeasureXfunds maybe changedfrom time to timeby TAMC Boardaction.

G. Independent Contractor
Nothingin thisAGREEMENTis intendednorshallbeconstmedto createanemployeremployeerelationship,ajoint venturerelationship,partnership,or allowTAMC to exercise discretionor controlovertheprofessionalmannerby whichRECIPIENTdesignsor constructs projectsusingMeasureXfunds. RECIPIENTstaffperformingworkusingMeasureXfunds shallatall ti mesremainemployeesof RECIPIENTandshallnotbedeemedemployeesof TAMCfor anypurpose.RECIPIENTshallbesolelyresponsiblefor anyandall compensatton, payrolltaxes,withholdings,workers'compensationandanyotherinsuranceorbenefitsof any kindfor anyRECIPIENTemployeeperformingworkusingMeasureXfunds. Similarly, nothingin thisAGREEMENTis intendednorshallbeconstruedto createanemployer-employee Page11 of 25
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relationship,ajoint venturerelationship,partnership,or allow RECIPIENTto exercisediscretion or controlovertheprofessionalmannerby whichTAMC designsor constmctspro3ectsusing MeasureXfunds. TAMC staffperformingwork usingMeasureXfunds shallatall timesremain employeesof TAMC andshallnot bedeemedemployeesof RECIPIENTfor anypurpose.

TAMC shallbe solelyresponsiblefor anyandall compensation,payroll taxes,withholdings, workers' compensationandanyotherinsuranceorbenefitsof anykindfor anyTAMC employee performing work using MeasureX funds.

H. Notices
Notice requiredunderthis AGREEMENT shallbe deliveredpersonallybyfacsimile or by first - classpostagepre- paid mail to RECIPIENT andTAMCTAMC atthe addresseslisted below.

Notice shallbe deemedeffectiveuponpersonaldelivery orfacsimile transmission,or on the third dayafterdepositwith theU.S.PostalService.RECIPIENTandTAMC shallgiveprompt notice of any changeof address,including contactnameandtitle. Unlessotherwisechanged accordingto thesenoticeprovisions,noticesshallbe addressedasfollows:

FOR RECIPIENT:
[insert name title address and phone]
I. Waiver
FOR TAMC:
[insert name title address and phone]
Any waiverof anytermsof thisAGREEMENTshallbein writing signedby bothpartieshereto.

A waiver of any of the termsandconditionsof this Agreementshall not be construedasa waiver of any other terms or conditions in this AGREEMENT
J. Non-Assignment
Neitherpartyheretomayassign,sell,or otherwisetransferits interestor obligationsin this Agreementwithout theprior written consentof theotherparty.

K. Headings
Theheadingsin thisAGREEMENTarefor convenienceonly andshallnotbeusedtointerpret the terms of this AGREEMENT
L. Construction of Agreement
The partiesheretoagreethat eachparty hasfully participatedin the review andrevision of this AGREEMENTandthatanymle of constmctionto theeffectthatambiguitiesareto beresolved againstthedraftingparty shallnot applyin theinterpretationof thisAGREEMENTor any amendment to this AGREEMENT
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[Signatures on next page]
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In WitnessWhereof,thepartieshaveexecutedthis AGREEMENT by their duly authorized officers as of the date first written below.

City of Seaside(Recipient) TransportationAgencyfor
Monterey County(TAMC)
BY:
alin
City
(/>/rl By:
/Date'
Executive Director
Approved asto Form andLegality:

Don Freeman 'Dat'e
City Attorney
Approved asto Form andLegality:

By:

Kathryn Reimann
TAMC Counsel
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EXHIBIT A

MEASURE X LOCAL DISTRIBUTION SUMMARY
TAMC distributesMeasureXfunds basedonthedistributionpercentagesfor netMeasureX Revenuesspecifiedin the MeasureX InvestmentPlan asshownbelow. Annual amountswill be updatedby TAMC annuallywithout amendmentsto this agreement.

Population Lane Miles Local Road Projects
Fund Percentage
Del Rey Oaks 1648 19 0.44%
Soledad 25430 39 3.50%
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EXHIBIT B

ANNUAL PROGRAM COMPLIANCE REPORT
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ANNUAL PROGRAM COMPLIANCE REPORT
TheAnnual ProgramComplianceReport should,at aminimum, describethe efforts of thelocal jurisdiction to complywith thepoliciesof MeasureX overthereportingperiod. Thereport shouldinclude anarrativeof how thejurisdiction spentMeasureXfunds onlocal pro3ects including thepro3ectitle; brief description;discussionof thepro3ectbenefits;andbeforeand afterpictures.A balancesheetshouldalsobeincludedwith thereportdetailingthereceiptand expenditureof MeasureXfunds, asshownin theexamplebelow.

CITY/COUNTY OF XXX - YEAR 20XX BALANCE SHEET EXAMPLE

REVENUES
Carryoverfrom Previous Year
Measure X Revenues
Earning onInterest
TOT AL REVENUES:

EXPENDITURES
(Listing of Program Expenditures)
TOT AL EXPENDITURES:

FUND BALANCE, END OF PERIOD:

As attachmentsto theAnnual ProgramComplianceReport,thejurisdiction shouldinclude the following additional reports:

ATTACHMENT 1: IndependentAudit of Financial Statementsfor MeasureX Funds,Prior Fiscal Year ATTACHMENT 2: Five-Year CapitalImprovement Program
ATTACHMENT 3: PavementManagementProgramReport
ATTACHMENT 4: Maintenanceof Effort Report
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EXHIBIT C

FIVE YEAR CAPITAL IMPROVEMENT PROGRAM
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CITY / COUNTY of XXX

MEASURE X FIVE - YEAR CAPIT AL IMPROVEMENT PROGRAM
FOR YEARS 20XX - 20XX
YEAR 1
Project Description & Phase Total Cost Measure X PCI
Totals: II
YEAR 2
Project Description & Phase Total Cost Measure X PCI
T ot al s: i11 11
YEAR 3
Project Description & Phase Total Cost Measure X PCI
Totals: I
YEAR 4
Project Description & Phase Total Cost Measure X PCI
Totals:

YEAR 5
Project Description & Phase Total Cost Measure X PCI
T ot al s: i
I l
DEFINITIONS OF REQUESTED INFORMATION:

1. : The title of the project to receiveMeasureXfunding.

2. Description & Phase:A generaldescriptionof the project andthe phase(e.g. Environmental; Design;Right- of-Way; or Constmction)that will befunded in the given year.

3. Total Cost: Thetotal costof the project.

4. MeasureX: The amountof MeasureX funding that will be expendedon the project.

5. PCI: ThePavementConditionIndexfor the roadway,from thelocal jurisdiction's Pavement Management Program.

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EXHIBIT D

PAVEMENT MANAGEMENT PROGRAM REPORT
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PAVEMENT MANAGEMENT PROGRAM REQUIREMENTS
The approvedordinancefor the TransportationSafety& InvestmentPlan(MeasureX) outlines the requirementsfor the use of local road maintenance,pothole repair and safetyfunds. It includes a requirementfor eachjurisdiction to have a pavementmanagementprogram."Each ci ty andtheCountyof Montereyshalldevelop,or participatein thedevelopmentof by TAMC, a pavementmanagementprogram.They shall submitregularreportson theconditionsof their streets,to ensuretimely repairsand keepthe public informed. Developmentof the pavement managementprogramby TAMC is eligibleto befunded out of this programprior to distribution offunds to the cities andthe County."
SYSTEMREQUIREMENTS:In orderto receiveMeasureXfunds, thecitiesandthe Countyshallutilize apavementmanagementprogram(PMP) andsubmitregularreportsonthe conditionsof their streets,to ensuretimely repairsandkeepthe public informed. The pavement managementprogrmnshouldutilize anapprovedsoftware-basedtoolfor analyzingpavement conditionsandreportsfindings on rehabilitation/maintenancestrategiesbasedonfunding levels.

Thepavementmanagementprogramusedby thejurisdiction mustcontain,at amimmum,the following features:
* Store the inventory all roadways within ajurisdiction (in a compatible databasewith otherjurisdictions).
* Assess the condition of the roadways (based on seven distressesand tmee severity levels).
@ Provide the current PavementCondition Index (PCI) for the roadways(as per ASTM D6433)
* Identify all pavementsectionsneedingmaintenance,rehabilitation,orreplacement. * Calculate budget needsfor maintenance,rehabilitation or replacementof deficient pavementsections(for the current year and the next three years at various overall condition levels).
* Developmaintenancestrategiesfor themostcosteffectivelevel of maintenanceor repair appropriateat the time of theinspection.
@ Generatepavementmanagementprogramreports(in variousformats).

All jurisdictions mustimplement andmaintain an approvedPavementManagement Program("StreetSaver" or equivalent).The"StreetSaver" PavementManagementProgram developedby MetropolitanTransportationCommission(MTC) is themostutilized programin theBayAreaandwouldbeanexcellentprogramfor thisregionaswell. Theuseof the "StreetSaver" PavementManagementProgramis recommended(but not required) sinceit would allow goodcompatibilitybetweenlocal 3urisdictionsandalsoprovideregionalbenefits.

Jurisdictionsmayelectto useanalternativepavementmanagementprogramprovidedit meets the abovelisted mimmum requirementsandreceiveswritten approvalfrom TAMC.

TheAgencywill assistwith thedevelopmentof anoverallpavementmanagement implementationplanfor this regionwith theparticipationandcoordinationof all the citiesand thecounty.TheAgencyrecommendsthedevelopmentof aregionalsystemto benefitfiroma coordinatedsystem.Theregionalsystemwouldbedevelopedcollaborativelybetweenlocal jurisdictions.In orderto havearegionaldatabase,it is recommendedthatall agenciesutilize a Page21 of 25
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commonpavementmanagementprogram.This would allow compilation of information on a regionalbasis.It would alsocreateopportumtiesfor interagencycoordinationandto guide regionaltransportationinvestmentsandplanmng.

UPDATE REQUIREMENTS:Thejurisdictions mustcompletethefollowing updates:
* Reviewandupdatethepavementinformationfor all roadseverytwo years. * Pavementconditionsmustbe re-inspectedeverythreeyearsfor arterialsandcollectors. * Pavement conditions must be re-inspected every six yearsfor residential streets and local/mral roads,unlessotherwiseapprovedby TAMC. Pavementconditionsurveysmay be doneby eitherautomatedor manualinspections,andmaybe doneeitherindividually or in conjunction with another agency.A percentageof the network can be scheduled eachyear sothatthe entirenetworkis updatedon aregular cycle.

REPORT REQUIREMENTS: All jurisdictions shall submit an annualPavement ManagementProgramReportLetterto TAMC nolater thanDecember31of eachyearthe MeasureX taxis in effectusing the approvedreportletterformat. It shallinclude all the highlightedinformation andshallbeonlocal agencyletterhead(seeattachedtemplate).

All jurisdictions shallalsoparticipatein thebiennialpavementneedssurveyconducted for theCaliformaStatewideLocalStreetsandRoadsNeedsAssessmentandprovidethe requestedroadwaydatafor theirjurisdiction.

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PavementManagementProgtamAnnualReport LeflerTemplate(April20l7) Instructions:

PleaseuseLocalAgenqLetterhead
Texthighlightedin yellowneedsto becompleted.Removehighlightinginfinal version.

Date:

To: Todd Muck
DeputyExecutiveDirector
Transportation Agency
55 - B Plaza Circle
Salinas,CA 93901
for Monterey County
Re:PavementManagementProgramAnnual ReportLetter
The confirmskt it hasa PavementManagement Programtbat conformsto the criteria establishedby the TransportationAgencyfor MontereyCountyandmcludedm the MeasureX Agreementwith the LocalAgency.An approvedPavementManagement Programmustbeinplace tobeeligibleforMeasureXfunds.

ThePavementManagementProgramutilizes a softwaresystemdevelopedby:

Thesystemwasupdatedby andcontains,atarninimum,thefo}lowingelements:
* Inventoryofallexistingpavementsunderthelocalagencyjurisdiction:

Centerline miles:

Totallane miles(or equivalentunits):

Thelast updateof theuiventorywascompletedon:
* PavementConditionIndex (PCI)
@ Identificationofsectionsofpavementneedingmaintenance,rehabilitation,orreplacement.

Totallanemiles(orequivalent units) §
* Estimatedbudgetneedsto rehabilitateor replacedefimentsectionsfor thecurrentyearand ffie nextthtaeeyears:
l (Unconsed
Needs)
Y.oumy directanyquestionsregardingthesystemto l at
Sincerely,
lNameofCityManager,PublicWorksDirectororequivalentdepartmentheadl Page23 of 25
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EXHIBIT E

MAINTENANCE OF EFFORT REPORT
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CITY / COUNTY of XXX

THREE - YEAR MAINTENANCE OF EFFORT REPORT
FOR YEARS 20XX - 20XX
Year l
Fund Source Amount Year
Total Expended on Transportation I
Year 2
Fund Source Amount Year
Total Expended on Transportation
Year 3
Fund Source Amount Year
Total Expended onTransportati on Ii
I
I
Three -Year Average of Transportation Expenditures:

I, theundersigned,certify that the aboveinformation is tme andcorrectto the bestof my knowledge.
ms
INaBq pf(.:ity Manager,PublicWorksl)irector orequivalentdepartmentheadl Page25 of 25
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.H.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Dominique Davis, City Clerk
DATE: September 19, 2024
SUBJECT: ADOPT RESOLUTION FOR DESIGNATION OF VOTING

DELEGATES AND ALTERNATES FOR THE LEAGUE OF

CALIFORNIA CITIES ANNUAL CONFERENCE AND EXPO BEING
HELD OCTOBER 16-18, 2024, IN LONG BEACH, CALIFORNIA

RECOMMENDATION
Appoint Mayor Oglesby as the voting delegate and Council Member Garcia-Arrazola as the alternate voting delegate representing the City of Seaside at the League of California Cities Annual Conference.

BACKGROUND
The League of California Cities, of which the City of Seaside is a member, is hosting their annual Conference from October 16 through October 18 in Long Beach, CA. At the annual business meeting, the League adopts policy resolutions on issues of statewide importance that have direct bearing on municipal affairs and that are of broad municipal interest.

In order to vote on the League of California Cities’ Annual Policy Resolutions, the City Council must designate one (1) voting delegate and up to two (2) alternates to vote at the Annual League of California Cities’ business and the General Resolutions Committee.

Voting delegates must be registered for the conference.

FISCAL IMPACT
None associated with this action.

ATTACHMENTS
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Item No. 9.H. Page 2 of 2

1. Resolution
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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Meeting Date: 9/19/24
Item #: X.X.

RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

DESIGNATING VOTING DELEGATES AND ALTERNATES FOR THE LEAGUE OF CALIFORNIA CITIES ANNUAL CONFERENCE OCTOBER 16-18, 2024 WHEREAS, The League of California Cities (the League) is an association of California city officials who work together to enhance their knowledge and skills, exchange information, and combine resources so that they may influence policy decisions that affect cities; and WHEREAS, the City of Seaside is a voting member of the League; and WHEREAS, at the annual business meeting, the League adopts policy resolutions on issues of statewide importance that have direct bearing on municipal affairs and that are of broad municipal interest; and
WHEREAS, voting delegates must be registered for the League Annual Conference held October 16-18, 2024; and
WHEREAS, in order to vote on the League of California Cities' Annual Policy Resolutions, the City Council must designate one (1) voting delegate and up to two (2) alternates to vote at the Annual League of California Cities' business meeting during the conference.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Seaside designates Mayor Ian Oglesby as the voting delegate for the Annual Conference held on October 16-18, 2024.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 19th day of September 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

APPROVED:
______________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
______________________________
Sheri L. Damon, City Attorney
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.I.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Dominique Davis, City Clerk
DATE: September 19, 2024
SUBJECT: ADOPT A RESOLUTION TO CANCEL THE OCTOBER 17, 2024,

CITY COUNCIL REGULAR MEETING

RECOMMENDATION
Adopt a resolution canceling the October 17, 2024, City Council regular meeting.

BACKGROUND
The League of California Cities Annual Conference and Expo will be held from October 16-18, 2024. The Mayor and Councilmember Garcia-Arrazola have confirmed their attendance at this event, which coincides with the regularly scheduled City Council meeting on October 17, 2024.

In order to accommodate the participation of the Mayor and Councilmember GarciaArrazola at the League of California Cities Annual Conference, it is recommended that the October 17, 2024, regular City Council meeting be canceled. This will ensure that a quorum is present for all future City Council meetings and allow for full participation in city business.

FISCAL IMPACT
None associated with this action.

ATTACHMENTS

1. Resolution
Packet Page 120

Item No. 9.I. Page 2 of 2
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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Meeting Date: 9/19/24
Item #: X.X.

RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING THE CANCELLATION OF THE CITY COUNCIL REGULAR MEETING OCTOBER 17, 2024
WHEREAS, The City Council meets regularly on the first and third Thursdays of each month; and
WHEREAS, Since the third meeting in October would fall on October 17th, being that it is on the same week as the League of California Cities Annual Conference it is recommended that the meeting be formally canceled; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Seaside hereby approves the cancellation of the meeting scheduled for October 17, 2024.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 19th day of September 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

APPROVED:
_______________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominique L. Davis, City Clerk
APPROVED AS TO FORM:
______________________________
Sheri L. Damon, City Attorney
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.J.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Jessica Riley, Assistant Finance Director
DATE: September 19, 2024
SUBJECT: ADOPT A RESOLUTION APPROVING A FIVE-YEAR

PROFESSIONAL SERVICE AGREEMENT FOR PROPERTY TAX

CONSULTING/AUDIT SERVICES TO HDL COREN & CONE IN AN
AMOUNT NOT TO EXCEED $77,800.89

RECOMMENDATION
Award a five-year contract to HdL Coren & Cone for Property Tax Consulting Services not-to-exceed $77,800.89.

BACKGROUND
Property and property transfer tax revenues are one of the City's largest revenue source, providing approximately $11.2 million in FY 2023-24. In an effort to both protect and enhance these critical operating revenue sources, the City has been contracted with HdL Coren and Cone, Inc (HdL) to provide tax analysis, forecasting, auditing, and recovery services since 2003. HdL provides the following base fixed fee services to the City (non-ehaustive list):
• Budget forecasting projections for General Fund revenues; • Provide a property tax database that is updated monthly and available through a web-based software application for the City to access property data; • Quarterly reporting of property transfers and property tax appeals; • Ongoing property tax consulting and property tax research for the City; • On-call consultation with City staff to assist with property tax questions and issues.

HdL Coren & Cone recently initiated a review of the City of Seaside's existing contract for Property Tax consulting services, which is a non-expiring contract with a fixed fee.

This contract has been unchanged since 2003. Since that time, HdL Coren & Cone has Packet Page 123

Item No. 9.J. Page 2 of 2
created new products and reports to keep up with client needs. In order to support the cost of providing expanded services, HdL Coren & Cone is no longer entering into nonexpiring contracts without including an inflation adjustment.

The attached proposed contract increases the based fixed annual service fee from the current $12,800 to $14,080, with a CPI adjustment no greater than 5% annually after year 1. Additionally, the updated contract allows the contract officer to the contract to order extra work beyond that specified in the fixed scope of services up to an amount of $24,999 annually. This amount for extra work is contingent and not part of the base contract services. Additional services include Specialized data-based reports, County research, Bond services including tax allocation bonds fiscal consultant reports, and additional meetings in excess of the annual meeting to review the analysis of property tax data. Furthermore, there is a contingent fee of 25% for revenue recovered or reallocated to the City.

FISCAL IMPACT
The base annual fee will increase by $400 for Year 1 of the agreement and potentially increase another 5% each subsequent year while the contingent fee remains the same.

Additional services, beyond the fixed scope of services, in the amount of $24,999 are allowed annually. The contingent fee cost is based solely on revenue recovered or reallocated so those costs are unknown at this point. These services are currently budgeted in the General Fund (100-5110-1030) and are included in the FY 24-25 budget. Future costs for years 2-5 of the agreement will be budgeted for in their respective fiscal year.

ATTACHMENTS

1. Resolution

2. HdL Contract
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING A FIVE-YEAR PROFESSIONAL SERVICE AGREEMENT FOR

PROPERTY TAX CONSULTING/AUDITING SERVICES TO HDL COREN & CONE IN AN AMOUNT NOT TO EXCEED $77,800.89
WHEREAS, property tax revenues can be verified and potentially increased through a system of continuous monitoring, identification and reconciliation to county records; and WHEREAS, HdL Coren & Cone is a state-wide expert in such data analysis with over 260 public agency clients for whom such services are performed and has the programs, equipment, data and personnel required to deliver the property tax services referenced herein; and
WHEREAS, the City has contracted with HdL Coren & Cone since 2003 and desires to continue to receive the property tax data based reports and data analysis required to effectively manage the City’s property tax base and identify and recover revenues misallocated within the City, or to other jurisdictions; and WHEREAS, an updated agreement has been prepared between the City of Seaside and HdL Coren & Cone that will replace the previous non-expiring contract; and WHEREAS, the updated five-year contract agreement with HdL Coren & Cone includes a fixed annual compensation of $14,080 with a CPI adjustment no greater than 5% annually after year 1; and
WHEREAS, the updated contract also allows the contract officer to the contract to order extra work beyond that specified in the contract under the fixed annual fee up to an amount not to exceed $24,999 annually without further City Council approval; and WHEREAS, the City of Seaside prefers to pay for certain of such services through a contingency arrangement where payment is made from monies recovered and HdL Coren & Cone is willing to base its compensation on such a risk-based formula; and WHEREAS, funding for the Professional Services agreement with HdL Coren & Cone Meeting Date: 9/19/2024
Item X.X
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will be paid from the amount budgeted for fiscal year 24-25 in the Finance Department’s Budget under account 100-5110-1030 and future costs for years 2-5 of the agreement will be budgeted for in their respective fiscal year; and
NOW, THEREFORE BE IT RESOLVED, that the City of Seaside City Council authorizes the City Manager to execute a Professional Services Agreement with HdL Coren & Cone for a term of five years for a total contract amount not to Seventy Seven Thousand Eight Hundred dollars and Eighty Nine cents ($77,800.89) over the five-year contract term.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 19th day of September 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

CITY OF SEASIDE

AGREEMENT FOR PROPERTY TAX

CONSULTING/AUDIT SERVICES
This AGREEMENT (the “Agreement”) is made and entered into as of the 19th day of September, 2024 by and between the CITY OF SEASIDE, a municipal corporation hereinafter called CITY, and HdL Coren & Cone, a California Corporation hereinafter called CONTRACTOR.

RECITALS
WHEREAS, property tax revenues can be verified and potentially increased through a system of continuous monitoring, identification and reconciliation to county records; and WHEREAS, an effective program of property tax management will assist the CITY in fiscal, economic and community development planning; and WHEREAS, CITY desires the property tax data based reports and data analysis required to effectively manage the CITY property tax base and identify and recover revenues misallocated within the CITY, or to other jurisdictions; and WHEREAS, CONTRACTOR is a state-wide expert in such data analysis with over 260 public agency clients for whom such services are performed and has the programs, equipment, data and personnel required to deliver the property tax services referenced herein; and WHEREAS, CITY prefers to pay for certain of such services through a contingency arrangement where payment is made from monies recovered and CONTRACTOR is willing to base its compensation on such a risk-based formula.

NOW, THEREFORE, CITY and CONTRACTOR, for the consideration hereinafter described, mutually agree as follows:

1.0 DEFINITIONS
For purposes of this Agreement, the following terms shall have the meaning stated below:

Audit Review: “Audit” or “Audit Review” shall mean the comparison of databases to ensure that parcels are correctly coded with the appropriate tax rate area to return revenue to the client city. Audits include the secured and unsecured tax rolls and where secured records are corrected; the corresponding unsecured records related to those properties are also corrected. A review of the calculation methodologies developed by auditor/controller offices in the administration of property tax is made to ensure compliance. New annexations are audited the 1st or 2nd year after the area’s adoption due to the timing of LAFCO and the State Board of Equalization in assigning new tax rate areas and county processing of those changes.

County: “County” shall mean the County in which the CITY is located.

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Data Base: “Data Base” shall mean a computerized listing of property tax parcels and information compiled for CITY from information provided by the County.

Days: “Days” shall mean calendar days.

Property Tax Roll: “Property Tax Roll” shall mean the assessed values of parcels on the secured and unsecured lien date rolls as reported by the County.

Proprietary Information: “Proprietary Information” shall be the reports, technical information, compilations of data, methodologies, formula, software, programs, technologies and other processes previously designed and developed by CONTRACTOR and used in the performance of the services hereunder.

Successor Agency: “Successor Agency” means the City's administration pursuant to Section 34176 of the Health and Safety Code of the former community redevelopment agency of CITY).

Recovered/Reallocated Revenue: “Recovered or Reallocated Revenue” shall mean additional revenue received as a result of an audit or review of properties submitted for correction or for corrections due erroneous calculations or incorrect methods of distributing revenue discovered by the CONTRACTOR and then made by county agencies which result in a return of additional revenue to the AGENCY. Reviews of AGENCY administered pass throughs are performed to ensure the correctness of distributions being made to participating agencies.

Scope of Services: “Scope of Services” shall mean all of the Base Services specified in Section 2.0, the Optional Services in Section 3.0, the Additional Services in Section 4.0, or any other services rendered hereunder.

TRA: “Tax Rate Area” shall mean the area subject to the tax rate.

2.0 BASE SERVICES
The CONTRACTOR shall perform all of the following duties as part of the Base Services provided hereunder, unless otherwise specified in writing by the Contract Officer:

2.1 Analysis And Identification Of Misallocation Errors (Contingent Fee)
(a) In the first year of this Agreement, and as necessary thereafter but not less than once every five (5) years, CONTRACTOR shall conduct an analysis to identify and verify the CITY parcels on the secured Property Tax Roll which are not properly attributed to a CITY, and will provide the correct TRA designation to the proper County agency. Typical errors include parcels assigned to incorrect TRAs within the CITY or an adjacent city, and TRAs allocated to wrong taxing agencies.

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(b) CONTRACTOR shall annually reconcile the annual auditorcontroller assessed valuations report to the assessor's lien date rolls and identify discrepancies.
(c) CONTRACTOR shall annually review parcels on the unsecured Property Tax Roll to identify inconsistencies such as value variations, values being reported to a mailing address rather than the situs address, and errors involving TRAs (to the extent records are available).
(d) CONTRACTOR may audit general fund or tax increment property tax revenue or other revenues attributable to the CITY departments, districts, (including but not limited to base year value audits; administration of tax sharing agreements; tax increment allocation reviews; county allocation and payments reviews).

2.2 Annual Services (Fixed Fee)
Annually, after the Property Tax Roll is available:
(a) CONTRACTOR shall establish a Data Base for CITY available through CONTRACTOR’S online property tax application
(b) Utilizing the Data Base, CONTRACTOR will provide:
(1) A listing of the major property owners in the CITY, including the assessed value of their property.
(2) A listing of the major property tax payers, including an estimate of the property taxes.
(3) A listing of property tax transfers which occurred since the prior lien date.
(4) A listing of parcels that have not changed ownership since the enactment of Proposition XIIIA.
(5) A comparison of property within the CITY by county-use code designation.
(6) A listing by parcel of new construction activity to identify non-residential parcels with new construction activity and to provide reports for use in the CITY's preparation of Gann (Propositions 4 and 111) State Appropriation Limit calculations.
(7) A listing of multiple owned parcels.
(8) A listing of absentee owner parcels.

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4 01089/0001/61175.03
(9) Calculate an estimate of property tax revenue anticipated to be received for the fiscal year by the CITY. This estimate is based upon the initial information provided by the County and is subject to modification. This estimate shall not be used to secure the indebtedness of the CITY. (10) Development of historical trending reports involving taxable assessed values for the CITY, median and average sales prices and related economics trends.
(11) pon written request, analyses based on geographic areas designated by the CITY to include assessed valuations and square footage computations for use in community development planning. (12) One and five-year budget projections for the city general fund and special districts. This report is interactive for tax modeling.

2.3 Successor Agency Services
Successor Agency Services including but not limited to:
(a) Annual tax increment projections and, as requested, cash flow analysis for the Successor Agency by Project Area
(b) Review of Redevelopment Obligation Payment Schedules (ROPS) as requested.
(c) Provide property tax information to the Oversight Board at the direction of the Successor Agency
(d) Provide access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency (e) Monitor the County distribution of tax-sharing revenues to the taxing entities of the former redevelopment agency
(f) Advice and consultation on the City/Successor Agency’s preparation of required reports, such as revenue projections; review of Recognized Obligation Payment Schedules (ROPS), submittals to the Oversight Board and/or County or State agencies, and new or revised legislative requirements
(g) Analysis of legislative and judicial matters impacting Redevelopment Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and to the City.

2.4 Quarterly Services/Monthly Services (Fixed Fee)
The CONTRACTOR shall perform the following services quarterly:
(a) A listing of property tax appeals filed on properties in the CITY (selected counties).
(b) A listing of property transfers that have occurred since the last report.

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(c) Monthly update of CONTRACTOR’S web-based software
program to include parcel transfer data and, in select counties, appeal updates.

2.5 On-Going Consultation (Fixed Fee)
During the term of this Agreement, CONTRACTOR will serve as the CITY's resource staff on questions relating to property tax and assist in estimating current year property tax revenues.

On-going consultation would include, but not be limited to, inquiries resolved through use of the CITY's data base.

3.0 OPTIONAL SERVICES
The following services are available on a time and materials basis:

3.1 Specified Data
Generation of specialized data-based reports which would require additional programming, the purchase of additional data, costs for county staff research, or similar matters not necessary to carry out services outlined in Section 2.0.

3.2 County Research
Any research with County agencies for which CONTRACTOR does not have a current database.

3.3 Bond Services
Bond services are available for a fixed negotiated fee, including:
(a) Tax Allocation Bonds fiscal consultant reports
(b) Mello-Roos Special Tax studies

3.4 Additional Meetings Requested
Meetings in excess of the annual meeting to review the analysis of property tax data, trending information, and other findings with AGENCY shall be considered an Optional Service.

4.0 ADDITIONAL SERVICES
CITY shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to $24,999 annually, or in the time to perform of up to one hundred Packet Page 131
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eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein.

5.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES

5.1 City Materials and Support
CITY agrees to provide the following information:

1. Current CITY maps and zoning map;

2. A copy of reports received by the CITY annually from the AuditorController's office detailing assessed values (secured, unsecured and utilities), as well as unitary values for reconciliation analysis;

3. Parcel listing and maps of CITY parcel annexations since the lien date roll;

4. A listing of completed new construction projects with Assessor's map book, page and parcel numbers (APN) for proper identification and tracking for two years prior to the date of this Agreement. If the data does not include the APN information, CONTRACTOR will research this information at an additional cost;

5. A listing of the CITY levies assessment districts and direct assessments.

5.2 Compliance with Law
All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the CITY and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered.

5.3 License, Permits, Fees and Assessments
CONTRACTOR shall obtain such licenses, permits and approvals (collectively the “Permits”) as may be required by law for the performance of the services required by this Agreement. CITY shall assist CONTRACTOR in obtaining such Permits, and CITY shall absorb all fees, assessments and taxes which are necessary for any Permits required to be issued by CITY.

5.4 Further Responsibilities of Parties
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

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6.0 CONSIDERATION

6.1 Base Fixed Fee Services
CONTRACTOR shall provide the Base Services described in Section 2.0 above, for a fixed annual fee of $14,080 (invoiced quarterly).

The Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) for all items as determined by the California Department of Industrial Relations as measured February to February by the California All Urban Consumers index.

6.2 Base Contingent Fee Services
For Base Services pursuant to Section 2.1 which are payable on a contingent basis, CONTRACTOR shall receive 25 percent of net general fund attributable to CITY departments, districts, or funds recovered or reallocated which are directly or indirectly the result of an audit, analysis or consultation performed by CONTRACTOR (including but not limited to base year value audits; administration of tax sharing agreements; tax increment allocation reviews; county allocation reviews). CONTRACTOR shall separate and support said reallocation and provide CITY with an itemized invoice showing all amounts due as a result of revenue recovery or reallocation. CITY shall pay audit fees after Contractor's submittal of evidence that corrections have been made by the appropriate agency. Payment to CONTRACTOR shall be made within thirty (30) days after CITY receives its first remittance advice during the fiscal year for which the correction applies.

6.3 Optional Services
Fees for Optional Services as outlined in Services in Section 3.0 above (except Section 3.3) shall be billed at the following hourly rates:

Partner $250 per hour
Principal $225 per hour
Programmer $200 per hour
Associate $175 per hour
Senior Analyst $125 per hour
Analyst $ 90 per hour
Administrative $ 70 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONTRACTOR annually. On July 1st of each year CONTRACTOR shall provide CITY with an updated schedule of hourly rates. The rates will not be increased by more than five percent (5%) per year.

6.4 Fees for Bond Services
Services under Section 3.3 above will be determined depending upon the complexity of the bond issue and the time available for completion of the task and will be mutually agreed to be the parties.

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6.5 Indirect Expenses
Except as specified above, no other charges shall be made for direct or indirect expenses incurred by CONTRACTOR in performing the services in the Scope of Services including for administrative overhead, salaries of CONTRACTOR’S employees, travel expenses or similar matters.

6.6 Due Date
All fees are due 30 days immediately following billing. All amounts that are not paid when due shall accrue interest from the due date at the rate of one percent per month (12% per annum).

7.0 TERM PERFORMANCE SCHEDULE

7.1 Time of Essence
Time is of the essence in the performance of this Agreement.

7.2 Schedule of Performance
CONTRACTOR shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “A”, and incorporated herein by this reference. When requested by the CONTRACTOR, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

7.3 Force Majeure
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified.

7.4 Term
Unless earlier terminated in accordance with Section 11.6 of this Agreement, this Agreement shall continue in full force and effect for five (5) years, and, unless a notice of termination is given on the fourth anniversary date, shall be automatically extended from year to year and such notice shall be given.

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8.0 COORDINATION OF WORK

8.1 Representative of Contractor
The following principals of CONTRACTOR are hereby designated as being the principals and representatives of CONTRACTOR authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Nichole Cone-Morishita
HdL COREN & CONE
120 S. State College Blvd., Suite 200
Brea, CA 92821
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for CITY to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of CONTRACTOR and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by CONTRACTOR without the express written approval of CITY.

8.2 Contract Officer
The Contract Officer shall be such person as may be designated by the City Manager of CITY. It shall be the CONTRACTOR’S responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the CONTRACTOR shall refer any decisions which must be made by CITY to the Contract Officer. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority to sign all documents on behalf of the CITY required hereunder to carry out the terms of this Agreement.

8.3 Prohibition Against Subcontracting or Assignment
The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for the CITY to enter into this Agreement.

Therefore, CONTRACTOR shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than fifty percent (50%) of the present ownership and/or control of CONTRACTOR, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the CONTRACTOR or any surety of CONTRACTOR of any liability hereunder without the express consent of CITY.

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8.4 Independent Contractor
Neither the CITY nor any of its employees shall have any control over the manner, mode or means by which CONTRACTOR, its agents or employees, perform the services required herein, except as otherwise set forth herein. CITY shall have no voice in the selection, discharge, supervision or control of CONTRACTOR’S employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONTRACTOR shall perform all services required herein as an independent CONTRACTOR of CITY and shall remain at all times as to CITY a wholly independent CONTRACTOR with only such obligations as are consistent with that role. CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of CITY. CITY shall not in any way or for any purpose become or be deemed to be a partner of CONTRACTOR in its business or otherwise or a joint venturer or a member of any joint enterprise with CONTRACTOR.

9.0 INSURANCE AND INDEMNIFICATION

9.1 Insurance
The CONTRACTOR shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to CITY, during the entire term of this Agreement including any extension thereof, the following policies of insurance:
(a) Commercial General Liability. Insurance including coverage for premises and operations, products and completed operations, personal and advertising injury, bodily injury and property damage, with a minimum policy limit of $3,000,000 per occurrence and $5,000,000 in the annual general aggregate (occurrence form).  A combination of primary, excess and umbrella limits are acceptable to satisfy minimum policy limit requirements. (b) Automotive. Insurance including coverage for all non-owned and hired automobiles used in the performance of this Agreement and with minimum limits of $1,000,000 combined single limit each accident.
(c) Worker’s Compensation. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the CONTRACTOR and the CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the CONTRACTOR in the course of carrying out the work or services contemplated in this Agreement.
(d) Errors and Omissions (Professional Liability). A policy of professional liability issuance written on a claims-made basis in an amount not less than $1,000,000.

9.2 General Requirements
All of the above policies of insurance shall be primary insurance and shall name the CITY, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the CITY, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may Packet Page 136
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not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the CITY. In the event any of said policies of insurance are cancelled, the CONTRACTOR shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 9.0 to the Contract Officer. No work or services under this Agreement shall commence until the CONTRACTOR has provided the CITY with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the CITY.

9.3 Indemnification
CONTRACTOR agrees to indemnify the CITY, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of CONTRACTOR, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of CONTRACTOR hereunder, or arising from CONTRACTOR’S negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the CITY, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the CITY, its officers, agents or employees, who are directly responsible to the CITY.

9.4 Sufficiency of Insurer or Surety
Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the CITY due to unique circumstances. In the event the Risk Manager of CITY (“Risk Manager”) determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the CITY, the CONTRACTOR agrees that the minimum limits of the insurance policies and the performance bond required by this Section 9.0 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the CONTRACTOR shall have the right to appeal a determination of increased coverage by the Risk Manager to the CITY Council of CITY within 10 days of receipt of notice from the Risk Manager.

10.0 RECORDS AND REPORTS

10.1 Reports
CONTRACTOR shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

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10.2 Records
CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

10.3 Non-Disclosure of Proprietary Information
In performing its duties under this Agreement, CONTRACTOR will produce reports, technical information and other compilations of data to CITY. These reports, technical information and compilations of data are derived by CONTRACTOR using methodologies, formulae, programs, techniques and other processes designed and developed by CONTRACTOR at a substantial expense. CONTRACTOR'S reports, technical information, compilations of data, methodologies, formulae, software, programs, techniques and other processes designed and developed by CONTRACTOR shall be referred to as Proprietary Information. CONTRACTOR'S Proprietary Information is not generally known by the entities with which CONTRACTOR competes.

CONTRACTOR desires to protect its Proprietary Information. Accordingly, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will at any time during or after the term of this Agreement, directly or indirectly use any of CONTRACTOR'S Proprietary Information for any purpose not associated with CONTRACTOR'S activities. Further, CITY agrees that it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will disseminate or disclose any of CONTRACTOR'S Proprietary Information to any person or organization not connected with CONTRACTOR, without the express written consent of CONTRACTOR. The CITY also agrees that consistent with its obligations under the California Public Records Act and related disclosure laws, it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONTRACTOR'S Proprietary Information.

Any use of the Proprietary Information or any other reports, records, documents or other materials prepared by CONTRACTOR hereunder for other projects and/or use of uncompleted documents without specific written authorization by the CONTRACTOR will be at the CITY’s sole risk and without liability to CONTRACTOR, and the CITY shall indemnify the CONTRACTOR for all damages resulting therefrom.

10.4 Release of Documents Pursuant to Public Records Act Notwithstanding any other provision in this Agreement, all obligations relating to disclosure of Proprietary Information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov’t Code §§ 6250 et seq. (collectively, the “PRA”). The Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is disclosable Packet Page 138
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or exempt under the statute, and shall resist the disclosure of Proprietary Information which is exempt from disclosure to the extent allowable under the law. CITY shall advise CONTRACTOR in writing five (5) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONTRACTOR then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such case, CONTRACTOR shall then be solely liable for defending the non-disclosure and shall indemnify and hold CITY harmless for such nondisclosure.

11.0 ENFORCEMENT OF AGREEMENT

11.1 California Law
This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Monterey, State of California, or any other appropriate court in such county, and CONTRACTOR covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

11.2 Disputes
In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit CITY’s or the CONTRACTOR’S right to terminate this Agreement without cause pursuant to Section 11.6.

11.3 Waiver
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

11.4 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or Packet Page 139
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different times, of any other rights or remedies for the same default or any other default by the other party.

11.5 Legal Action
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

11.6 Termination Prior to Expiration of Term
This Section shall govern any termination of this Agreement. The Parties reserve the right to terminate this Agreement at any time, with or without cause, upon forty-five (45) days’ written notice to the non-terminating party, except that where termination is for cause, the Parties will comply with the dispute resolution process in Section 11.2. Upon issuance of any notice of termination, CONTRACTOR shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. The CONTRACTOR shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 11.2.

11.7 Attorneys’ Fees
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

12.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

12.1 Non-liability of CITY Officers and Employees
No officer or employee of the CITY shall be personally liable to the CONTRACTOR, or any successor in interest, in the event of any default or breach by the CITY or for any amount which may become due to the CONTRACTOR or to its successor, or for breach of any obligation of the terms of this Agreement.

12.2 Conflict of Interest
No officer or employee of the CITY shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Packet Page 140
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Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The CONTRACTOR warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

12.3 Covenant Against Discrimination
CONTRACTOR covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. CONTRACTOR shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

13.0 MISCELLANEOUS PROVISIONS

13.1 Notice
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail addressed as follows:

CITY CITY OF SEASIDE
440 Harcourt Avenue
Seaside, CA 93955
ATTN: [City Manager and Finance Officer]
w/ e-copy to [email protected]
CONTRACTOR: HdL COREN & CONE
120 S. State College Blvd., Suite 200
Brea, CA 92821
Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventytwo (72) hours from the time of mailing if mailed as provided in this Section.

13.2 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

13.3 Integration; Amendment
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It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

13.4 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

13.5 Corporate Authority
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

14.0 COOPERATIVE AGREEMENT
It is intended any other public agency (e.g., city, county, district, public authority, public agency, municipality, or other political subdivision of California) located in the state of California shall have an option to procure identical services as set forth in this Agreement. The City of Seaside shall incur no responsibility, financial or otherwise, in connection with orders for services issued by another public agency. The participating public agency shall accept sole responsibility for securing services or making payments to the vendor.

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EXHIBIT “A”

SCHEDULE OF PERFORMANCE

TIMELINE FOR DELIVERABLES
July/August Data available for purchase from counties
September 30 Data available on HdLCC’s web-based property tax application September/October Unsecured audits performed and forwarded to county assessor October Appeals quarterly updates emailed in counties where the data is available October-February Delivery of preliminary property tax reports January Appeals quarterly updates emailed in counties where the data is available January/February General Fund Budget Projections
April Appeals quarterly updates emailed in counties where the data is available April/May Final Books – Addendums emailed to clients
July Appeals quarterly updates emailed in counties where the data is available Ongoing Secured Audits – City
Property sales reports
City and Successor Agency mid-year budget reviews and budget projections
Analytical work at the request of clients
Monthly updates of database with property sale information Packet Page 144

CITY OF SEASIDE

STAFF REPORT
Item No.: 10.A.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Sheri Damon, City Attorney
DATE: September 19, 2024
SUBJECT: CONSIDER AMENDMENT TWO TO THE PURCHASE AND SALE

AGREEMENT FOR THE ACQUISITION OF THE CAMPUS TOWN

PROPERTY, APPROVE THE EXCHANGES OF PROPERTIES AND

MAKE APPROPRIATE FINDINGS

RECOMMENDATION
Consider amendment two to the Purchase and Sale Agreement for the acquisition of the Campus Town property, approve the exchanges of properties and make appropriate findings.

BACKGROUND
On or about December 16, 2016, the Seaside City Council and the Successor Agency to the Redevelopment Agency for the City of Seaside approved the first Purchase and Sale Agreement for KBB Seaside Venture II, LLC ("KBB") to acquire approximately 109 acres to build-out a substantial portion of the Campus Town project. The Agreement was executed on or about February 6, 2017. The Agreement called for an acquisition price of eighteen million dollars broken down into Phase 1 acquisition price of $9 million and Phase 2 acquisition price of $9 million. The first Phase was located on property owned by the City, while the Phase 2 part of the property was held by the Successor Agency to the Redevelopment Agency for the City of Seaside. The transaction was in conformance with the City’s long range management plan, the Fort Ord Reuse Authority’s Base Reuse Plan and City’s General Plan. The terms of the PSA required among other things that the City and Developer undertake a planning process for a specific plan, set the price for the acquisition and provided the process for future appraisals.

On March 5, 2020, the City and the Successor Agency to the Redevelopment Agency Packet Page 145

Item No. 10.A. Page 2 of 3
certified an environmental impact report (EIR), approved the Campus Town Specific Plan and attendant planning actions and approved a series of KBB-specific documents, including the affordable housing agreement and development agreement. On or about April 5, 2020, a lawsuit was filed challenging the EIR certification. The lawsuit led to delays in the forward progress of the project. Additional delays have been encountered associated with the demolition activities and regulatory review of the site to ensure its suitability for residential reuse.

The PSA was first amended on or about January 26, 2022 to extend the time within which Phase 1 and Phase 2 would need to be acquired. In 2024, the City Council approved the transfer of the property formerly held by the Successor Agency to the Redevelopment Agency to the City of Seaside in accordance with the Long Range Property Management Plan.

This Second Amendment clarifies the phasing for the property; identifying Phase 1, 1A and 2, along with the respective allocation of purchase price for each phase. The Second Amendment will be executed solely by the City as the owner of all the property, now that the Successor to the Redevelopment Agency has transferred Surplus II to the City in accordance with the Long Range Management Plan.

The Exchanges of Property.

Amendment Two codifies some essential switches and exchanges of property. The primary change is the retention by the City of the firestation property currently used by the Presidio of Monterey Fire (POM). This is essential for the City for multiple reasons.

One, Seaside’s planned Firestation #2, will not be constructed prior to the construction of Phase 1A of Campus Town and there will be an ongoing need for the POM Fire mutual aid services. Two, the City wishes to collaborate with the Department of Defense in allowing the fire services to remain in location thus lowering the cost of relocating these services to serve the military residential enclave and the federal lands served by the POM Fire. Finally, by allowing the POM Fire to remain where it is, it frees up the former military chapel for long term lease to the City of Seaside which will then use it as a cultural museum and arts center. In exchange for no longer acquiring POM Fire, KBB will receive Parcel L36 which is planned for single family residences.

Amendment Two also codifies the process for KBB’s construction of a MSTD Transit Park in exchange for the property formerly identified in the Campus Town Specific Plan as a park (Original Planned Park). This exchange is contingent upon the City successfully acquiring property from MST for park purposes. The new MSTD Transit Park is designed to account for the public benefit transit related development deed restrictions on the MST parcel. If successfully acquired KBB will develop the MSTD Transit Park with attendant transit-oriented amenities such as solar charging stations, bus stops and parking areas. In exchange, KBB will receive the Original Planned Park land for residential construction.

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Item No. 10.A. Page 3 of 3
Finally, Amendment Two requires the City to acquire right of way from the County of Monterey in order to ensure that Phase 2 can be fully built adjacent to 7th Avenue.

Amendment Two confirms that KBB as Buyer will construct the full-build out mitigation improvements to the intersection of General Jim Moore Boulevard and Lightfighter in the Phase 2 final map process, subject to the City acquiring any necessary easements or rights of way required to implement those improvements. The Agreement also confirms that KBB will be making the $2,000,000 public benefit contribution to be used for the new fire station or costs and expenses associated with projects and activities within and benefiting the Campus Town Specific Planning Area.

Amendment Two also deletes the condition precedent relative to review by the Oversight Board or the Department of Finance, primarily since there is no longer a need for that review given the property is now wholly owned by the City in accordance with the Long Range Management Plan.

The Purchase and Sale Agreement amendment 2 also better clarifies the easements and other areas needed to perform build out of the Campus Town project.

A summary of the shifted areas is shown in the attached map.

FISCAL IMPACT
Positive

ATTACHMENTS

1. Resolution-PSA-sd

2. Second Amendment to PSA c16 09132024

3. AG 22-069 First Amendment to PSA

4. AG 17-008 KB Bakewell Purchase and Sale Agreement
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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1 RESOLUTION NO. 24-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING AMENDMENT TWO TO THE PURCHASE AND SALE AGREEMENT

BETWEEN KBB SEASIDE VENTURE II, LLC AND THE CITY OF SEASIDE, MAKING SURPLUS LANDS ACT5 FINDINGS
A. WHEREAS, on or about February 6, 2017, the City of Seaside and the Successor Agency to the City of Seaside Redevelopment Agency entered into a Purchase and Sale Agreement and Escrow Instructions with KBB Seaside Venture II, LLC(“KBB”), under contract numbered AG 17-8 for the acquisition of a portion of property owned by the City and the Successor Agency in order to develop property commonly referred to as Campus Town;
B. WHEREAS, on December 16, 2021, the City Council adopted Resolution No. 21-126 and Resolution No. 21-03SA approving the first Amendment of the Purchase and Sale Agreement; and
C. WHEREAS, the Successor Agency to the Redevelopment Agency of the City of Seaside adopted Resolution 24-01SA authorizing the transfer of the property previously owned by the Successor Agency of the City of Seaside to the City of Seaside in accordance with the terms and provisions of the approved Long Range Management Plan and the City Council adopted Resolution 24-11 accepting such transfer; and D. WHEREAS, for purposes of the Amendment Two the City Council is the successor in interest to the Successor Agency for the Redevelopment Agency with respect to the portion of the property previously owned by the Successor Agency (Surplus II).

E. WHEREAS, a portion of land to be sold to the KBB was being used by Presidio of Monterey (POM) fire department pursuant to a long-term lease and the City wishes to retain; and
F. WHEREAS, the POM Fire provides essential fire services to the military enclave which is located in north Seaside, federally owned lands held by the Bureau of Land Management and the Fort Ord National Monument; and provides generally mutual aid fire services to the citizens of Seaside; and
G. WHEREAS, the City of Seaside provided a holdover extension to the Presidio of Monterey’s use of the fire station located along General Jim Moore Boulevard; and H. WHEREAS, the City’s firestation #2 will not be built prior to the build out of the Campus Town property Phase 1A and the City wishes to extend the lease to the POM Fire on a longer term basis; and
I. WHEREAS, in exchange for releasing the approximately one-acre parcel that the current POM Fire Station is located upon, KBB will receive Parcel L36A (APN 031-151- 037) which is owned by the City and which is identified for residential development in the Campus Town Specific Plan; and
J. WHEREAS, Parcel L36A (APN 031-151-037) is hereby declared to be exempt from the Surplus Lands Act pursuant to Government Code section 54221(f)(1)(C); and K. WHEREAS, on March 5, 2020, the City Council certified an environmental impact report, and approved the Campus Town Specific Plan and other planning actions, vesting tentative map, Development Agreement and Affordable Housing Agreement; ; and Packet Page 148
2 L. WHEREAS, the City wishes to acquire property (MST property) which has certain restrictions which preclude it from being developed with residential development as shown in the Campus Town Specific Plan; and
M. WHEREAS, the City wishes to encourage as much residential development in the Campus Town Specific Plan area and believes that the shift of the area of the Park to the northern corner of the Specific Plan Area and potentially will allow KBB to replace and increase the residential development and develop it instead as a transit-oriented park area; and
N. WHEREAS, the KBB is acquiring property and is responsible to build a public park in another part of Campus Town and providing the successful acquisition of the MST property will be allowed to develop residential on the Original Park Property in exchange for building a transit-oriented park on the MST property; and O. WHEREAS, all of the property being offered to KBB are hereby declared exempt pursuant to Government Code section 54221(f)(1)(C); and P. WHEREAS, Exhibit A identifies the transfers from/to the Purchase and Sale Agreement to the Second Amended Purchase and Sale Agreement; and
Q. WHEREAS, each of the areas and transfers will be contiguous to the properties identified for purchase by KBB and the City of Seaside as exchanges as identified in Exhibit A.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEASIDE, CALIFORNIA, AS FOLLOWS:

1. The City Council does hereby find that the above recitals are accurate and are hereby incorporated in and made part of this Resolution by this reference.

2. The City Council makes the following findings pursuant to the requirements of the California Environmental Quality Act:

A. Pursuant to the California Environmental Quality Act (“CEQA”) and the CEQA Guidelines, the City certified an Environmental Impact Report (EIR) on March 5, 2020 in connection with the City’s approval of the Campus Town Specific Plan and planning documents and approval of KBB-Specific documents, including the Development Agreement and the Affordable Housing Agreement. Pursuant to CEQA Guidelines Section 15162, no subsequent or supplemental EIR or Negative Declaration shall be prepared in connection with subsequent discretionary approvals of the same project unless: (i) substantial changes are proposed to the project that indicate new or substantially more severe significant impacts on the environment; (ii) substantial changes have occurred in the circumstances under which the project was previously reviewed that indicates new or substantially more severe significant environmental impacts; or (iii) new information of substantial importance shows (a) the project will have new or substantially more severe significant impacts than previously considered; or (b) additional mitigation measures or alternatives are now feasible to substantially reduce impacts or considerably different mitigation measures or alternatives can be imposed to substantially reduce significant impacts, but the project proponent declines to adopt them.

B. Based on these findings and all evidence in the record, the City Council determines that no additional environmental review is required pursuant to CEQA in connection Packet Page 149
3 with the City’s consideration of the amendment of the Purchase and Sale Agreement and concomitant property exchanges.

3. The City Council hereby finds that Parcel L36A is exempt surplus land pursuant to Government Code Section 54221(f)(1)(C), which provides that land a local agency is exchanging for another property necessary for the agency’s use is “exempt surplus land.” The City is exchanging Parcel L36A for Parcel J, which the City will continue to lease to POM to enable POM to continue to provide essential fire services to the military enclave which is located in north Seaside, federally owned lands held by the Bureau of Land Management and the Fort Ord National Monument, and to continue to provide mutual aid fire services to the citizens of Seaside.

5. The City Council hereby authorizes the City Manager to sign the Second Amendment to to the Purchase and Sale Agreement and, in conjunction with the City Attorney, take all implementing actions necessary to implement the provisions of that agreement, including without limitation negotiating with the other entities necessary to implement the provisions; and

6. The City further finds that in accordance with Gov. Code §54221(f)(2) the exempt surplus land in question is not within the coastal zone or within the Lake Tahoe Region as defined in Section 66905.5, is not adjacent to a historical unit of the State Parks System and is not listed on or determined by the State Office of Historic Preservation to be eligible for the National Register of Historic Places.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside, State of California on the ____th day of September, 2024.

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS

ABSTAIN COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
APPROVED:
_________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominque L. Davis, City Clerk
APPROVED AS TO FORM:

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4 ______________________________
Sheri L. Damon, City Attorney
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Second Amendment to PSA c16 09132024 - 1 -

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Second Amendment to Purchase and Sale Agreement and Escrow Instructions (this “Amendment”) is executed as of ______________, 202__ (“Effective Date”) by and between KB BAKEWELL SEASIDE II, LLC, a Delaware limited liability company, successor by assignment and assumption to KB-Bakewell Seaside Venture, LLC, a California limited liability company (“Buyer”), and the CITY OF SEASIDE and the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SEASIDE (collectively, “Seller”) with reference to the following facts:

A. Buyer and Seller entered into that certain Purchase and Sale Agreement and Escrow Instructions dated as of February 6, 2017 (“Original Agreement”) and as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions dated January 26, 2022 (“First Amendment”; the Original Agreement as amended by the First Amendment is hereafter referred to as the “Purchase Agreement”), relating to the purchase and sale of certain real property located in the City of Seaside, County of Monterey, State of California, and more particularly described in the Purchase Agreement. All terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.

B. Buyer acknowledges that Buyer is unaware of any uncured defaults by Buyer under the Purchase Agreement. Seller acknowledges that Seller is unaware of any uncured defaults by Seller under the Purchase Agreement.

C. Buyer and Seller desire to amend the Purchase Agreement as set forth below.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in the Purchase Agreement and in this Amendment, and other good and valuable consideration, the receipt and adequacy of which is acknowledged, Buyer and Seller agree as follows:

1. Phase 1A, Phase 1B and Phase 2.

A. The Purchase Agreement contemplated the sale of the Property to occur in two (2) phases, Phase 1 and Phase 2. On the terms set forth herein, Buyer and Seller hereby agree to divide the closing of Phase 1 into two (2) phases, hereafter referred to as “Phase 1A” and “Phase 1B”, such that the sale of the Property will occur in three (3) phases: Phase 1A, Phase 1B and Phase 2.

B. The portions of the Property to be included in the closing of Phase 1A (“Phase 1A Property”), the portions of the Property to be included in the closing of Phase 1B (“Phase 1B Property”) and the portions of the Property to be included in the closing of Phase 2 (“Phase 2 Property”) are as depicted in Exhibit 1, attached hereto and incorporated herein.

C. With regard to and as a result of the amendments in Section 1.A, and Paragraph 1.B., above, Buyer shall:

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Second Amendment to PSA c16 09132024 - 2 -

1. Complete prior to the Close of Escrow for Phase 1B and Phase 2, as applicable, all amendments and/or lot line adjustments to the Final Map necessary for the Phase 1B Property and Phase 2 Property to consist of separate legal parcels as described and depicted in Exhibit 1; and

2. Construct in accordance with the approved improvement plans for the applicable Phase (a) the public roadways and related infrastructure improvements on Parcel 5 and 7 necessary for ingress and egress to and from Parcels 4, 6 and 8 and (b) any retaining wall(s) behind Parcel J necessary to accommodate the grade changes between Parcels J and 6. All parcels referenced in this subsection C are as identified in Exhibit 1.

D. With regard to and as a result of the amendments in Section 1.A, and Paragraph 1.B., above, Seller:

1. Shall, unless already completed prior to the Effective Date, amend prior to the Close of Escrow of Phase 1B that certain lease to the Army applicable to Parcel J for operation of a federal fire station such that the premises leased will consist only of Parcel J as depicted in Exhibit 1. For avoidance of doubt, Buyer agrees it will not be acquiring Parcel J as part of its acquisition of the Property and instead will be exchanging Parcel J for the Diocese Property (hereafter defined);

2. May, at its election, obtain from the Monterey-Salinas Transit District such rights, titles and interests in and to that certain parcel of real property with an Assessor’s Parcel Number of 031-151-024 (“MSTD Property”) as would be necessary to allow Buyer to construct onto it a public benefit open space park incorporating and/or accommodating certain transit-oriented features and improvements (“MSTD Transit Park”). If the City elects to obtain and does in fact obtain the aforementioned rights, titles and interests to the MSTD Property on or before the Phase 2 Closing, then Buyer shall construct the MSTD Transit Park in lieu of and not in addition to that certain park originally planned to be constructed by Buyer near the intersection of Giggling Road and Seventh Avenue (“Originally Planned Park”). To the extent (a) consistent with the specific plan applicable to the Property and Buyer’s project for the Property and (b) materially in conformance with the Tentative Map, Seller shall grant and/or approve all easements, permissions, applications, plans, maps, agreements, documents, and other instruments or entitlements necessary or appropriate to allow Buyer to construct the MSTD Transit Park.

Notwithstanding anything in this Agreement to the contrary, (i) unless and until Seller acquires from the Monterey-Salinas Transit District the aforementioned rights, titles and interests Buyer shall have no obligation to construct the MSTD Transit Park and (ii) the construction of the MSTD Transit Park (particularly if Seller is delayed in acquiring of such rights, titles and interests) shall not delay or prohibit the construction by Buyer of other portions of Buyer’s project for the Property.

3. Shall, in consideration for Buyer not acquiring Parcel J as part of its acquisition of the Property (as noted in Section D.1, above), terminate prior to the Close of Escrow of Phase 1B all leasehold or other possessory interests in that certain parcel of real property commonly known as the “Diocese of Monterey Property” with an Assessor’s Parcels Number of 031-151-037 (the “Diocese Property”) and convey such parcel as part of Phase 1B Property free and clear of all parties in possession; and
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Second Amendment to PSA c16 09132024 - 3 -

4. Shall acquire from the County of Monterey prior to the Close of Escrow of Phase 2 that certain right of way parcel commonly known as “7th Street” with an Assessor’s Parcel Number of 031-151-036 (the "7
th Street Property”) and convey such parcel to
Buyer as part of Phase 2 Property in fee simple with all public right of way and other 3rd party use rights terminated; provided, however, if the aforementioned acquisition is not completed on or before Close of Escrow of Phase 2, then Buyer and Seller shall negotiate in good faith an amendment to the Agreement allowing for the acquisition of the 7th Street Property after the Close of Escrow of Phase 2.

The parcels referenced in this subsection D are as identified in Exhibit 1.

E. The purchase price to be paid by Buyer for the Phase 1A Property and the Phase 1B Property shall be calculated by allocating the Phase 1 Purchase Price, as such price was to be calculated pursuant to Section 3(a) of the Original Agreement, between the Phase 1A Property and Phase 1B Property based on their respective acreages. The parties acknowledge that the Phase 1A Property consists of approximately two-thirds (2/3) of the real property originally contemplated to be included in Phase 1 and the Phase 2A Property consists of approximately onethird (1/3) of the real property originally contemplated to be included in Phase 2. Therefore, 67% of the Phase 1 Purchase Price shall be allocated to Phase 1A Property and 33% of the Phase 1 Purchase Price shall be allocated to Phase 1B Property.

F. Subject to the satisfaction of the Closing Conditions set forth in Section 6 and elsewhere in the Purchase Agreement, (i) Close of Escrow for Phase 1A shall be thirty (30) days after the Approval of the Entitlements, (ii) Close of Escrow for Phase 1B shall be one (1) year from the Close of Escrow for Phase 1A; provided, however, if on the then scheduled date for the Phase 1B Close of Escrow there are Closing Conditions unsatisfied due to the inaction or delay of third party governmental agencies (and, for the avoidance of doubt, not due to the defaults of either Buyer or Seller), then the parties shall agree to a reasonable extension to such date to allow for the satisfaction of such outstanding Closing Conditions, and (iii), as set forth in the First Amendment, the Phase 2 Closing shall occur on a date designated by Buyer in writing at least five (5) business days in advance; provided, however, in no event shall the Phase 2 Closing be later than the date that is five (5) years after the closing of Phase 1A. In no event shall Close of Escrow for either Phase 1A occur later than the date that is eight (8) years after June 17, 2017, the date of the expiration date of the Due Diligence Period; provided, however, such eight (8) year period shall be automatically extended to the date that is six (6) months after the final conclusion of any Challenge to the Entitlements, as referenced in in Section 5.6 of the Original Agreement.

G. Other than as provided herein, the Phase 2 closing for the Phase 2 Property shall not be amended by this Amendment, including, without limitation, the allocation of the Deposits and the purchase price to be paid by Buyer at the Phase 2 closing for the Phase 2 Property.

H. If any easements or licenses over Seller’s property or portion of the Property not yet purchased by Buyer, including, without limitation, over the Phase 1B Property or Phase 2 Property, are necessary in connection with the use and development of any portion of the Property already acquired by Buyer, Buyer and Seller agree to cooperate with each other and negotiate in good faith the terms of one or more easement agreements or license agreements providing for the grant from Seller to Buyer of such necessary easements or licenses. With respect to any such Packet Page 154
Second Amendment to PSA c16 09132024 - 4 -
easements or licenses identified as necessary prior to a particular Close of Escrow, Seller and Buyer agree to execute and acknowledge any such easement or license agreement or agreements and deliver such document or documents to Escrow for recordation at the Close of Escrow for such Phase. The obligations of Buyer and Seller under this Section shall survive the Close of Escrow for each Phase.

I. The parties agree to cooperate with each other (including, without limitation, negotiating in good faith, executing and delivering any additional amendments, assignments, documents, instruments and instructions) as reasonably necessary to carry out the phased Close of Escrow contemplated by this Amendment.

J. Given the exchange of Parcel J for the Diocese Parcel referenced in Section 1(D)(1), above, the parties acknowledge there is uncertainty as to whether or not Buyer is required to pay to Seller that certain “Public Benefit Contribution” contemplated by Section 11(d) of that certain Development Agreement by and between Seller and Buyer recorded in the Official Records of Monterey County on May 27, 2020 as Document No. 2020025155 (“Development Agreement”). To resolve such uncertainty, the parties agree as follows: (i) Buyer shall pay the Public Benefit Contribution when contemplated to be paid under the Development Agreement; provided, however, upon request from Seller, Buyer may in its sole and absolute discretion elect to pay the Public Benefit Contribution prior to the date due under the Development Agreement, and (ii) Seller shall only use such paid Public Benefit Contribution for (a) costs and expenses of Seller associated with the design and construction of that certain new fire station contemplated by the Seller to serve the Campus Town Specific Planning Area, and/or (b) costs and expenses (including, if necessary, costs of appraisals) of Seller associated with Seller projects and activities within the boundaries of Campus Town Specific Planning Area and benefiting the Campus Town Specific Planning Area including, without limitation, the acquisition of easements, rights of way and/or parklands, obtaining and providing water and other utilities and services to and for the Project, construction of certain transit-oriented features and improvements for the MSTD Transit Park, demolition of existing structures and/or contributions to the affordable housing requirements of the Project pursuant to that certain Affordable Housing Agreement dated March 6, 2020 by and between Buyer and Seller and recorded in the Official Records of Monterey County on September 3, 2020 as Document No. 2020045776. The terms and conditions of this Section shall survive each close of escrow.

K. Buyer acknowledges and agrees that in connection with its development of Phase 2, it shall construct those traffic mitigation improvements to the intersection of General Jim Moore Boulevard and Lighfighter Drive identified in that certain CT Traffic Study dated June 2019 prepared by Fehr & Peers relating to the Project, as such improvements are ultimately designed and approved in the improvement plans for the Project. Seller shall obtain at its sole cost and expense and prior to the Phase 2 closing those easements, right-of-ways, encroachment permits and/or similar agreements required to construct the aforementioned improvements.

2. Easements and Encroachment Permits.

A. To the extent needed by Buyer in connection with its development of the Property, Seller shall obtain at its sole cost and expense and prior to the Phase 1A Close of Escrow those easements, right-of-ways, encroachment permits and/or similar agreements shown in Exhibit Packet Page 155
Second Amendment to PSA c16 09132024 - 5 -
2, attached hereto and incorporated herein, required to access, construct improvements to serve, to grade and/or develop Phase 1A, all in a form and content satisfactory to Buyer in Buyer’s reasonable discretion.

B. To the extent needed by Buyer in connection with its development of the Property, Seller shall obtain at its sole cost and expense and prior to the Phase 1B Close of Escrow those easements, right-of-ways, encroachment permits and/or similar agreements shown in Exhibit 2, attached hereto and incorporated herein, required to access, construct improvements to serve, to grade and/or develop Phase 1B, all in a form and content satisfactory to Buyer in Buyer’s reasonable discretion.

C. To the extent needed by Buyer in connection with its development of the Property, Seller shall obtain at its sole cost and expense prior to the Phase 2 Close of Escrow those easements, right-of-ways, encroachment permits and/or similar agreements shown in Exhibit 2 required to access, construct improvements to serve, to grade and/or develop Phase 2, all in a form and content satisfactory to Buyer in Buyer’s reasonable discretion.

3. Deletion of Condition Precedent. Seller has determined the condition precedent set forth in Section 1(a) of the Original Agreement relating to the OB and the DOF has either already been satisfied or not necessary to be satisfied in order to consummate the transaction contemplated by this Purchase Agreement. As such, Section 1(a) is hereby deleted in its entirety.

4. General Provisions.

A. The parties may execute this Amendment in one or more counterparts, each of which shall be deemed an original and all counterparts taken together shall constitute the same instrument. To facilitate execution of this Amendment, the parties may exchange executed counterparts of the signature pages by facsimile or portable document format (pdf).

B. Buyer and Seller each ratify their respective rights and obligations under the Purchase Agreement. The Purchase Agreement remains in full force and effect as modified by this Amendment.

C. Capitalized terms not otherwise defined in this Amendment shall have the meanings given them in the Purchase Agreement.

D. The Recitals set forth above are true and accurate and are hereby incorporated as though set forth in full in this Amendment.

NO FURTHER TEXT ON THIS PAGE
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Second Amendment to PSA c16 09132024 - 6 -
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

BUYER:

KB BAKEWELL SEASIDE II, LLC ,
a Delaware limited liability company
By:

Print Name: ________________________
Its: _______________________________
SELLER:

CITY OF SEASIDE
By:

Print Name:

City Manager and Executive
By:

Print Name: ________________________
Its: _______________________________
Attest:

Print Name:

City Clerk
Approved as to Form:

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Second Amendment to PSA c16 09132024 - 7 -
Exhibit 1
Depiction of the Phase 1A Property, Phase 1B Property, and Phase 2 Property [SEE ATTACHED]
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Second Amendment to PSA c16 09132024 - 1 -
Exhibit 2
Easements and Encroachment Permits from the United States of America [SEE ATTACHED]
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PURCHASE AND SALE AGREEMENT
AND

ESCROW INSTRUCTIONS
by and between the

CITY OF SEASIDE,
AG 17-8

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF

SEASIDE
(collectively, "Seller")
and
[KB-BAKEWELL SEASIDE VENTURE, LLC, a California limited liability company] ("Buyer'')
12425-000 I \20 i 8343v2.doc Packet Page 163

TABLE OF CONTENTS

1. Purchase and Sale ............................................................................................................. 2

2. Opening and Closing of Escrow ....................................................................................... 2

3. Purchase Price; Deposit .................................................................................................... 3

4. Title Insurance .................................................................................................................. 5

5. Due Diligence; Right Of Entry ......................................................................................... 6

6. Deposit of Documents and Funds in Escrow .................................................................. 12

7. Authorization to Record Documents and Disburse Funds .............................................. 15

8. Prorations; Charges ......................................................................................................... 16

9. Condemnation; Destruction ............................................................................................ 16

10. Default.. ........................................................................... Error! Bookmark not defined.

11. As Is; Release .................................................................................................................. 18

12. Notices ............................................................................................................................ 19

13. Broker's Corrunissions .................................................................................................... 20

14. Standard Instructions ...................................................................................................... 20

15. Time is of the Essence .................................................................................................... 21

16. Successors and Assigns ......................................... .......................................................... 21

17. Entire Agreement ............................................................................................................ 21

18. Severability ..................................................................................................................... 21

19. Amend1nents ................................................................................................................... 21

20. Attorneys' Fees ............................................................................................................... 2 1

21. No Third Party Beneficiary Rights ................................................................................. 21

22. Governing Law ............................................................................................................... 21

23. Counterparts .................................................................................................................... 21

24. Assignment of Agree1nent .............................................................................................. 21

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBITD

EXHIBIT E

EXHIBIT F
SCHEDULE 5.7
I 2425-0001\2018343v2.doc

LEGAL DESCRIPTION OF THE LAND

FORM OF GRANT DEED

CERTAIN DEFINITIONS

LIST OF DOCUMENTS DELIVERED TO BUYER

HAMMERHEAD BUILDINGS

MEMORANDUM OF AGREEMENT

STAFF HOURLY RATES
- lPacket Page 164

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is dated as of ;:.1,.,-«-,__.,1 ~ 20_ ("the Effective Date") and is entered into by and between KB-BAKEWELL SEASIDE VENTURE, LLC, a California limited liability company ( "Buyer"), and the CITY OF SEASIDE and the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SEASIDE ( collectively, "Seller").

RECITALS
A. Seller is the owner of the land in the City of Seaside, County of Monterey, State of California, more particularly described on Exhibit A attached hereto and made a part hereof, commonly known as "Surplus II" and "26 Acre Parcels" together with all improvements thereon ( collectively, the "Property").

B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer.

NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows:

1. Conditions Precedent: Purchase and Sale.
(a) The Seller's obligations to close the sale of the Property are condition upon the approval of this Agreement by Oversight Board of the Successor Agency to the Seaside Redevelopment Agency ("OB") and either (i) the failure of the California Department of Finance ("DOF") to request review thereof within the period permitted by law; (ii) or if such review is timely requested the DO F's approval of the OB decision. Sellers shall use good faith efforts to promptly obtain such OB approval.
(b) Subject to and in accordance with the terms and conditions hereinafter set forth, Seller agrees to sell Property to Buyer, and Buyer agrees to purchase the Property from Seller. The Purchase and sale of the Property shall be completed in two phases ( each a "Phase" and together the "Phases"). The first Phase to be acquired by Buyer hereunder shall be "Phase 1" and the second Phase to be acquired by Buyer shall be "Phase 2". Prior to Close of Escrow ( as defined below) for Phase 1, Buyer and Seller shall act in good faith and agree in writing upon the portion of the Property to be acquired by Buyer as Phase 1 ("Phase 1 Property") and the portion of the Property to be acquired by Buyer as Phase 2 ("Phase 2 Property").

2. Opening and Closing of Escrow. Within five (5) business days after the Effective Date, the parties shall open an escrow ("Escrow") with Chicago Title Company ( "Escrow Holder" and "Title Company"), at 250 Bonifacio Place, Monterey, CA 93940 Attn: Kimberly Verania, Escrow Officer; Phone: (831) 646-8544 Email: [email protected]; and shall deliver a copy of this fully executed Agreement to said Escrow Holder. "Close of Escrow" shall be the date that a grant deed for the applicable Phase of the Property in favor of Buyer, is recorded in the Official Records of the Monterey County Recorder's Office. Subject to the satisfaction of the conditions contained in Section 6, below, Close of Escrow for Phase 1 ("Phase 1 Closing") shall -2-
12425-000 1\20 I 8343v2.doc
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occur on or before the date that is thirty (30) days after the Approval of the Entitlements (as contemplated in Section 5.6, below); provided, however, in no event shall Close of Escrow occur after the date that is five (5) years after the expiration of the Due Diligence Period (as defined in Section 5.5 below) ("Phase 1 Outside Closing Date"). Subject to the satisfaction of the conditions contained in Section 6, below, Close of Escrow for Phase 2 ("Phase 2 Closing") shall occur on at date designated by Buyer in writing at least five (5) business days in advance that is on or before one ( 1) year after the Phase 1 Closing.

3. Purchase Price; Deposit.
(a) The purchase price to be paid by Buyer for the Phase 1 Property at the Phase 1 Closing shall be the greater of the sum of NINE MILLION AND 00/1 00THS DOLLARS ($9,000,000.00) or the fair market value as determined by Appraisal within 6 months prior to closing ("Phase 1 Purchase Price"). The purchase price to be paid by Buyer for the Phase 2 Property at the Phase 2 Closing shall be the greater of the sum of NINE MILLION AND 00/ 1 00THS DOLLARS ($9,000,000 or the fair market value as determined by Appraisal within 6 months prior to closing ("Phase 2 Purchase Price"). Should the fair market value exceed NINE MILLION AND 00/l00THS DOLLARS ($9,000,000.00) for either Phase or for each Phase, the City shall provide a credit against the purchase price for the City land (Phase I) in the amount by which the appraised value for a phase exceeds $9,000,000 for that phase; provided, however, that if such credit exceeds $100,000, the City shall first comply with Government Code Section 53083 and may decide not to give the credit, in which case Developer shall have the right to terminate this Agreement by written notice to Seller. The Phase 1 Purchase Price and the Phase 2 Purchase Price are each a "Phase Purchase Price" and together the "Phase Purchase Prices". In making a determination of the "fair market value" as contemplated in this Section 3(a), the appraiser conducting each Appraisal shall assume, notwithstanding the actual entitlements and zoning for the Property as of the appraisal date, that the Property has the same entitlements and zoning that existed as of the Effective Date.
(b) First Purchase Deposit. Within five (5) business days after the opening of Escrow, Buyer shall deposit with Escrow Holder by wire transfer or its company check the sum of FIFTY THOUSAND DOLLARS AND 00/1 00THS DOLLARS ($50,000.00) (the "First Purchase Deposit"). The First Deposit shall remain fully refundable to Buyer unless and until Buyer has delivered the Due Diligence Approval Notice. Upon receipt by Escrow Holder, Escrow Holder shall deposit the First Purchase Deposit into a federally insured interest bearing account with on penalty for early withdrawal. The First Purchase Deposit shall be fully refundable to Buyer unless and until Buyer delivers its Due Diligence Approval Notice (as defined below).
(c) Second Purchase Deposit. If this Agreement has not been previously terminated, then within five (5) business days after the Tentative Map (as defined in Section 5.6 below) and all documents required in accordance with the California Environmental Quality Act have been Approved (as defined in Section 5.6), Buyer shall deposit with Escrow Holder by wire transfer or its company check the additional sum of FIFTY THOUSAND DOLLARS AND 00/1 00THS DOLLARS ($50,000.00) (the "Second Purchase Deposit"). Upon receipt by Escrow Holder, Escrow Holder shall deposit the Second Purchase Deposit into the same federally insured interest bearing account as the First Purchase Deposit. -3-
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( d) Deposit Generally. For purposes of this Agreement, the term Deposit shall mean the First Purchase Deposit plus, once delivered by Buyer, the Second Purchase Deposit and all "Reimbursable Costs Deposits" delivered to Escrow Holder by Buyer in accordance with Section 5.7 below; provided that the Reimbursable Costs Deposits shall not be applied to the Phase 2 Purchase Price, but shall be considered part of the Deposit for all other purposes hereunder. At the Phase 2 Closing, the Deposit (other than the Reimbursable Costs Deposits) shall be applied toward the Phase 2 Purchase Price. In the event this Agreement is terminated by Buyer under Section 5.5 below, Section 6.3 below, or as a result of a default by Seller, then the Deposit (as defined below) shall be refunded to Buyer, this Agreement and Escrow shall terminate and the parties shall have no further obligation to one another with respect to this Agreement.
(e) Independent Consideration. Buyer and Seller have bargained for and agree that One Hundred Dollars ($ 100.00) of the Deposit (the "Independent Consideration") is consideration for Buyer's rights under this Agreement and for Seller providing the Due Diligence Period (defined below) to Buyer. Upon receipt, the Escrow Holder shall immediately release the Independent Consideration to Seller, and notwithstanding any provision in this Agreement to the contrary, the Independent Consideration shall be nonrefundable to Buyer in all circumstances. Any time that this Agreement provides that the Deposit is to be returned to Buyer, the amount returned to Buyer shall be net of the Independent Consideration.
(f) IF BUYER FAILS TO PERFORM A MATERIAL

OBLIGATION HEREUNDER AFTER THE EXPIRATION OF THE DUE

DILIGENCE PERIOD AND DOES NOT CURE SUCH FAILURE WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE IS GIVEN BY SELLER TO BUYER, IT

IS AGREED THAT THE DEPOSIT THEN HELD BY ESCROW HOLDER

SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO

SUCH DEPOSIT AS LIQUIDATED DAMAGES AND NOT AS A PENAL TY OR

FORFEITURE WITHIN THE MEANING OF CALIFORNIA CIVIL CODE
SECTIONS 3275 OR 3369. RETENTION OF THE DEPOSIT AS LIQUIDATED

DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AND

SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR

REMEDIES AGAINST BUYER, INCLUDING WITHOUT LIMITATION,
SPECIFIC PERFORMANCE. IT IS AGREED THAT SAID AMOUNT

CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO
SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEO.

SELLER WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTION 3389. BUYER AND SELLER AGREE THAT IT WOULD BE

IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT

MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER'S
FAILURE TO COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER

DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT

BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO A VOID

THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE

COMMENCED TO RECOVER DAMAGES OR OTHERWISE ENFORCE
-4-
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SELLER'S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY

ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS SECTION,
BUYER AND SELLER AGREE TO EXECUTE THE SAME. THE PARTIES ACKN;:.EDGE THIS PROVISION BY PLAC: T ~ TIALS BELOW:

SELLER'S INITIALS BUYEk NITIALS

3. 1 Prorations. The following items are to be prorated as of each Close of Escrow with respect to the Phase then acquired by Buyer: (i) taxes; (ii) assessments ( on a per square foot basis); and (iii) any utilities charges.

4. Title Insurance.
(a) Within five (5) business days after the opening of escrow, Seller and Buyer shall cause Title Company to furnish Buyer with an updated title report for the Property, together with copies of all documents referenced therein as exceptions to title (collectively, the Title Report").
(b) Buyer shall have until the date that is thirty (30) days after receipt of the Title Report to deliver to Seller and Escrow Holder written notice (the "Preliminary Title Notice") of Buyer's approval, conditional approval or disapproval of the title exceptions disclosed in the Title Report ( excluding the standard printed exceptions in the form of title policy and taxes and assessments which are liens not yet due and payable) [and any matters shown by a survey conducted by Buyer at Buyer's cost]. All matters not timely disapproved by Buyer will be deemed approved. All such exceptions disapproved by Buyer are referred to herein as "Disapproved Exceptions".

Notwithstanding anything to the contrary herein, all monetary liens or encumbrances and all claims to fee title or leasehold or other possessory interests in the Property shall be "Disapproved Exceptions".
(c) Seller shall have twenty (20) days after receipt of Buyer's Preliminary Title Notice to commit to cause any such Disapproved Exceptions to be released of record, or commit to cause the Title Company to endorse over such Disapproved Exceptions pursuant to an endorsement or endorsements reasonably acceptable to Buyer, or elect not to remove or endorse over Disapproved Exceptions. If Seller fails to deliver its response notice within said twenty (20) days, Seller shall be deemed to have elected not to eliminate or endorse over all matters disapproved or conditionally approved by Buyer.
( d) If Seller elects not to commit to remove ( or is deemed not to commit to remove) and elects not to cause the Title Company to endorse over (or is deemed to elect not to cause Title Company to endorse over) a Disapproved Exception ( other than a monetary lien or encumbrance and all claims to fee title or leasehold or other possessory interests in the Property, as to which Seller's obligation to remove is absolute), Buyer shall have the option, to be exercised within five (5) business days after Seller's notice to elect to terminate this Agreement, in which case the Deposit shall be -5-
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returned to Buyer. If ( or if no notice is given, then within five business days after the end of the 20 day period) buyer fails to timely deliver the termination notice, Buyer shall be deemed to have elected to terminate this Agreement.
(e) Buyer's fee title to the applicable portion of the Property shall be insured at each Close of Escrow by an CLTA Standard Coverage Owner's Policy of Title Insurance in the amount of the applicable Phase Purchase Price ( or, at the option of Buyer, an ALTA policy or ALTA Extended Coverage Owner's Policy of Title Insurance) issued by Title Company with a mechanic's lien endorsement no. 101.4, insuring against mechanic's liens on account of work perfonned prior to the Closing (excluding work perfonned by or on behalf of Buyer) and an access endorsement no. 103. 7 insuring that the Property has physical, legal, unencumbered access to an open public street and such other endorsements as Buyer may require, and Title Company commits to provide, and containing only those title exceptions approved or deemed approved by Buyer pursuant to this Section 4 (the "Permitted Title Exceptions").
(f) Seller shall not encumber the Property (or any portion thereof) during the period from the Effective Date to the earlier of the Phase 2 Closing or the date of the termination of this Agreement.

5. Due Diligence; Right Of Entry; Entitlements.

5.1 Buyer hereby acknowledges receipt of the documents described on Exhibit B. Seller hereby grants Buyer and its agents, employees, contractors and subcontractors (collectively "Representatives") the right, at any time during the term of this Agreement upon twenty-four (24) advance notice to Seller (call Kurt Overmeyer at 831 -899-6839), to enter on the Property for the purpose of inspecting the physical condition of the Property and performing such tests, evaluations and inspections as Buyer deems necessary to evaluate the condition and suitability of the Property for the development contemplated by Buyer, including, without limitation, soils and geological matters and toxic or hazardous substances and other contamination. All such investigations shall be at Buyer's expense. All work performed by Buyer and its Representatives will be performed diligently and in a manner consistent with all applicable laws and shall not disturb, or otherwise violate the rights of tenants.

5.2 Buyer and its Representatives shall promptly notify the Seller of any discovery, spill, release, or discharge of any Hazardous Substances (as that term is defined below), on, under or about the Property which is discovered, encountered, or results from or is related to the Buyer's or its Representatives' access to and/or use of the Property under this Agreement.

5.3 If any portion of the Property or an adjacent property, including improvements and fixtures, suffers damage or alteration by reason of the access and activities of Buyer or its Representatives on the Property, Buyer shall, at its own cost and expense, promptly repair all such damage and restore the Property or adjacent property to as good a condition as before such damage or alteration occurred, or if it cannot be repaired, Buyer shall replace such damaged or altered prope1iy to the extent possible. -6-
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5.4 Prior to entering the Property, Buyer shall provide Seller with reasonable evidence that Buyer has reasonable insurance covering Buyer's activities on the Property. In any event, Buyer shall defend, protect, indemnify, and hold free and harmless Seller and its employees, agents, and representatives, and their successors, and assigns (individually as "Indernnitee" and collectively, "Indemnitees"), free and harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever ( collectively, the "Claims"), including fees of accountants, attorneys, expert witnesses, or other professionals, and all costs associated therewith, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Buyer or any of its Representatives arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to entry upon the Property pursuant to this Section. The foregoing indemnity, defense and hold hannless obligations do not apply to (a) any loss, liability cost, claim, damage, injury or expense to the extent arising from or related to the acts or omissions of Seller, (b) any diminution in value in the Property arising from or relating to matters discovered by Buyer during its investigation of the Property, (c) any latent defects in the Property discovered by Buyer, and ( d) the release or spread of any Hazardous Materials that are discovered (but not deposited) on or under the Property by Buyer.

5.5 Buyer shall have until 5:00 P.M. Pacific Time on the date that is ninety (90) days after the Opening of Escrow (the "Due Diligence Period") to review the suitability of the Property for Buyer's use and development, including, without limitation, any governmental land regulations, zoning ordinances, development costs, financial and market feasibility, all covenants, conditions and restrictions and other contracts, agreements or documents affecting the Property, proposed or existing assessment districts affecting the Property, the status of the entitlement or development condition of the Property, the physical condition of the Property, including soil and geological assessments and a Phase I environmental audit (the "Due Diligence Matters"), and to deliver to Seller and Escrow Holder, in Buyer's sole and absolute discretion, written notice (the "Due Diligence Approval Notice") of Buyer's approval of the Due Diligence Matters. If Buyer does not deliver the Due Diligence Approval Notice before the expiration of the Due Diligence Period, then (a) Buyer shall have disapproved of the Due Diligence Matters, (b) the Deposit and all interest accrued thereon shall be returned to Buyer, (c) this Agreement and the Escrow shall terminate, (d) Seller and Buyer shall share any Escrow termination charges and (e) the parties shall have no further obligation to one another with respect to this Agreement, except as otherwise expressly provided herein.

5.6 Entitlements Processing. From and after the Opening of Escrow, Buyer shall have the right to process all applications, plans, maps, agreements, documents, and other instruments or entitlements, and applicable grading and improvement plans (collectively, the "Entitlements"), necessary or appropriate for the development and sale of the mixed-use project ("Project") generally depicted in that certain conceptual land use plan attached hereto as Exhibit C ("Conceptual Plan"). Buyer shall utilize commercially reasonable efforts (a) to cause its initial application for the -7-
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Entitlements to be delivered to the city within six (6) months after the expiration of the Due Diligence Period and (b) to thereafter pursue the Entitlements with reasonable diligence. The Entitlements include, but are not limited to, the following:
(a) a General Plan amendment (if required), Specific Plan approval (if required), Planned Development approval, or other zoning approvals as necessary, authorizing and pennitting the construction, development and sale of the Project under terms and conditions that are satisfactory to Buyer in the exercise of Buyer's reasonable discretion;
(b) An Approved vesting tentative map ("Tentative Map"); (c) one or more Approved final subdivision tract maps ("Final Map(s)"), in conformance with the Tentative Map and the other Entitlements; ( d) all final grading and subdivision improvement plans ( collectively, the "Improvement Plans") consistent with the Tentative Map, the Final Map and the other Entitlements, including, without limitation, on-site and off-site grading, street, water, sewer, storm drain, dry utility and landscaping plans;
(e) all environmental and biological permits and approvals required by any governmental authorities or otherwise required for the development of the Project, including without limitation, to the extent applicable, Department of Fish & Game 2081 Permit, Department of Fish and Game Section 1602 Streambed Alteration Agreement, Regional Water Quality Control Board Section 401 Water Quality Certification, and/or US Army Corps of Engineers Nationwide Section 404 Permit, all in form and content satisfactory to Buyer.
(f) All easements, licenses, and pennits required from any third party to construct improvements to service the Property and/or to grade and develop the Property, in form and content satisfactory to Buyer in its sole discretion.

Buyer acknowledges that, as part of processing the Entitlements, Buyer shall be required by the City to develop conceptual project plans including site plans, building elevations, building massings, internal circulation and any other documents required for submittal of development applications to the City, and shall submit those plans and document for review and approval through the applicable City review processes. The specific review processes will depend on the nature of the project proposal and the required entitlements, and will include completion of the appropriate review process as required by the California Environmental Quality Act (CEQA), Public Resources Code Section 21000 et seq ("CEQA"). Seller shall cooperate with and assist Buyer in the processing of the Entitlements and all such items, including without limitation attending meetings with governmental authorities relating to the same, and to the extent necessary or appropriate, executing all such items and materials.

As used herein, the Entitlements (except for the Tentative Map and the Final Map) shall be deemed "Approved" when they have been prepared and approved by all applicable governmental agencies, and all time periods for initiating a legal challenge (by administrative or legal appeal, writ, referendum or otherwise) (a "Challenge") of the approval of such Entitlements -8-
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have passed without a Challenge having been initiated, or, if a Challenge has been initiated, the Challenge has been finally resolved in a manner acceptable to Buyer in its sole and absolute discretion; and, in the case of third party easements, licenses and permits, such documents have been prepared and signed by all applicable third parties.

As used in this Agreement, the Tentative Map shall be deemed to be Approved when: (i)(a) the Tentative Map has been prepared in compliance with the California Subdivision Map Act (commencing at Section 66410 of the Government Code), (b) the Tentative Map provides for the development of the Property into the Project, (c) the City has issued its final written decision approving the Tentative Map and establishing all of the conditions of approval for the Final Map conforming to the Tentative Map, (d) the Tentative Map and conditions of approval of the Final Map have been approved by Buyer in its sole and absolute discretion, (e) the Property is zoned to pennit the Project, and (f) all time periods for initiating a Challenge of the approval of the Tentative Map have passed without a Challenge having been initiated, or, if a Challenge has been initiated, it has been resolved on terms and conditions satisfactory to Buyer in its sole and absolute discretion.

As used in this Agreement, the Final Map shall be deemed to be Approved when:
(a)(i) the Final Map has been prepared in compliance with the California Subdivision Map Act (commencing at Section 66410 of the Government Code), (ii) the form of subdivision agreement and the amount of the security for the Final Map have been approved by all applicable governmental agencies, (iii) the Final Map can record (or, as applicable, be submitted for final acceptance prior to recording) upon Buyer's posting of subdivision security, execution of the subdivision agreement and payment of all fees necessary to be paid to record the Final Map, including the recording fee, and (iv) all improvement plans for on-site and off-site development have been stamped approved, (b) all conditions to approval of the Tentative Map that are required to be satisfied as a condition to recordation of the Final Map have been satisfied, and (c) all time periods for initiating a Challenge of the approval of the Final Map have passed without a Challenge having been initiated, or, if a Challenge is initiated, it has been resolved on terms and conditions satisfactory to Buyer in its sole and absolute discretion.

5.7 Reimbursable Costs and Reimbursable Costs Deposits. Commencing after Buyer's delivery of the Due Diligence Approval Notice, Buyer shall reimburse Seller for its actual out-of-pocket costs and expenses (including legal fees and costs) incurred after the expiration of the Due Diligence Period and prior to the Phase 1 Closing (or earlier termination of this Agreement) in fulfilling Seller's obligations under Section 5.6 of this Agreement, including, but not limited to: (i) the cost of developing, reviewing and processing any general plan amendments and/or specific plan amendments for the Property; (ii) the cost of preparing, reviewing and processing the CEQA Documents (as defined below); and (iii) the costs of staff review of Buyer submittals and the costs of consultants retained by the Seller in order to perform its obligations under Section 5.6 of this Agreement (including, without limitation, reasonable attorneys' fees and costs) at the rates set forth on Schedule 5.7 attached hereto (collectively, the "Reimbursable Costs"). The term "CEQA Documents" shall mean, to the extent applicable, an environmental impact report, supplemental environmental impact report and/or other reports or analyses required to comply with the requirements of CEQA. Within five (5) business days after Buyer's delivery of the Due Diligence Approval Notice, Buyer shall deposit with Escrow Holder the sum of Twenty Five Thousand and Nol l 00 Dollars ($25,000.00) less any amounts previously -9-
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deposited with the City by Buyer pursuant to that certain expired Exclusive Negotiating Agreement between Buyer and Seller dated March 12, 2014 ("First Reimbursable Costs Deposit"). Escrow Holder shall deposit the First Reimbursable Costs Deposit and all other Reimbursable Costs Deposits (as defined below) into a federally insured interest bearing account that is separate from the Purchase Deposit ("Reimbursable Cost Escrow Account"). From time to time after Buyer's delivery of the First Reimbursable Costs Deposit until the Phase 1 Closing or earlier termination of this Agreement, Escrow Holder shall notify Buyer and Seller when there is a balance remaining of less than Five Thousand Dollars ($5,000.00) in the Reimbursable Cost Escrow Account and include in such notice ( each an "Additional Funds Notice") the current balance in the Reimbursable Cost Escrow Account. Within five (5) business days after Buyer receives an Additional Funds Notice from Escrow Holder, Buyer shall deliver to Escrow Holder for deposit into the Reimbursable Cost Escrow Account the difference between the current balance in the Reimbursable Cost Escrow Account (as listed in the applicable Additional Funds Notice) and Twenty Five Thousand Dollars ($25,000.00). The First Reimbursable Costs Deposit and each additional deposit delivered by Buyer to Escrow Holder in accordance with this Section

5.7 shall be referred to individually as a "Reimbursable Costs Deposit" and collectively as the "Reimbursable Costs Deposits". As set forth in Section 3(b) above, each of the Reimbursable Costs Deposits shall become a part of the Deposit for all purposes under this Agreement except that no portion of the Reimbursable Costs Deposits shall be applied as a credit to the Phase 2 Purchase Price.

Seller shall have the right to request withdrawals from the Reimbursable Cost Escrow Account from time to time (no more frequently than once per month) to reimburse Seller for Reimbursable Costs required to be paid to Seller by Buyer hereunder. In order to do so, Seller shall send to Buyer and Escrow Holder a written request for withdrawal together with an itemization of all Reimbursable Costs to be reimbursed, reasonable evidence of Seller's payment thereof and other documentation reasonably requested by Buyer to substantiate the amounts requested as Reimbursable Costs (collectively, a "Disbursement Request"). If Buyer, in Buyer's reasonable discretion does not deliver to Seller and Escrow Holder Buyer's written disapproval of or objection to the Disbursement Request along with Buyer's reasons for disapproval or objection and the amount objected to or disapproved within five (5) business days after Seller delivers a Disbursement Request to Buyer and Escrow Holder, then Escrow Holder shall disburse from the Reimbursable Cost Escrow Account the amount requested by Seller in such Disbursement Request without further instruction by Buyer. If, however, Buyer does deliver to Seller and Escrow Holder Buyer's written disapproval of or objection to the Disbursement Request along with Buyer's reasons for disapproval or objection and the amount objected to or disapproved within five (5) business days after Seller delivers a Disbursement Request to Buyer and Escrow Holder, then Escrow Holder shall (a) disburse from the Reimbursable Cost Escrow Account the portion of the amount requested by Seller in such Disbursement Request that is not objected to or disapproved by Buyer and (b) retain the remainder of the amount requested by Seller in such Disbursement Request in the Reimbursable Cost Escrow Account unless and until Buyer and Seller jointly instruct Escrow Holder otherwise in writing. Upon the Phase 1 Closing or earlier termination of this Agreement, the Reimbursable Cost Escrow Account shall be tenninated and any amount remaining in the Reimbursable Cost Escrow Account shall be delivered to the Buyer without further instruction from Seller. -10-
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5.8 Seller Work. During the term of this Agreement and, except as provided below, prior to the Phase 1 Closing, Seller shall, at its sole cost and expense:
(a) Deconstruct, demolish and remove in conformance with all applicable laws all buildings, structures and improvements on the Property; and (b) Cause the Property to be free of Hazardous Materials (defined below) or be remediated to residential standards at no cost to Buyer, such that residential development may proceed without any further environmental restrictions, soil vapor mitigation measures, clean-up, remediation, testing or monitoring (in the case of such remediation, all governmental and/or regulatory agencies asserting jurisdiction over the development or remediation of the Property shall have issued final and unqualified "no further action" letters, site closure letters, and/or similar written determination (in a form and substance satisfactory to Buyer in Buyer's sole and absolute discretion).

The term "Hazardous Material" as used herein shall mean any hazardous or toxic substances, materials, chemicals, or wastes in any form and in any concentration that is or becomes, prior to the close of escrow, regulated by the United States or any state or local government authority having jurisdiction over the Property (including any present order or agreement imposing liability or standards concerning any such substances, materials, chemicals, or wastes and any future such order or agreement that becomes effective prior to the close of escrow), and includes without limitation: any "hazardous substance," as that term is defined in the Comprehensive Enviromnental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601 -9675); any "hazardous waste," as that tennis defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 690 l-6992k); petroleum products; volatile organic compounds; radioactive materials; asbestos and lead paint, in any form or condition; and substances or compounds containing PCBs. The term "Environmental Law" as used herein shall mean any federal, state, or local law, ordinance or regulation, or any order, demand or guidance document of any governmental agency, relating to Hazardous Materials.

Notwithstanding the foregoing, Seller shall be required to deconstruct, demolish and remove in conformance with all applicable laws those structures and improvements within the Phase 2 Property that are depicted and designated on Exhibit E attached hereto as the "Hammerhead Buildings" ("Hammerhead Buildings") prior to the Phase 2 Closing (not the Phase 1 Closing), including any related removal of Hazardous Materials and compliance with Enviromnental Laws as may be required or as may be necessary to permit unrestricted development of the Property in accordance with the Entitlements and satisfy the requirements of paragraph 5.8(b) above. In addition to its other rights and remedies hereunder, if Seller fails to deconstruct, demolish and remove the Hammerhead Buildings in conformance with all applicable laws and Buyer elects, in its sole and absolute discretion, to consurmnate the Phase 2 Closing despite such failure, then Buyer shall have the right to elect by written notice to Seller to take over the responsibility for such deconstruction, demolition and removal of the Hammerhead Buildings after the Phase 2 Closing, in which case Buyer shall be entitled to a credit against the Phase 2 Purchase Price in the amount of One Hundred Percent (100%) of Buyer's designated subcontractor(s)' and consultant(s)' written estimate of all costs, fees and expenses to be paid by Buyer in connection with the deconstruction, demolition and removal of the Hammerhead Buildings in accordance -11-
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with all applicable laws, including any related removal of Hazardous Materials and compliance with Environmental Laws as may be required or as may be necessary to pe1mit unrestricted development of the Property in accordance with the Entitlements and/or satisfy the requirements of paragraph 5.8(b) above (collectively, "Buyer's Self-Help Costs") plus an administrative fee in the amount often percent (10%) of Buyer's Self-Help Costs.

5.9 Required Buyer Actions. Buyer covenants and agrees to use commercially reasonable efforts to do the following after Buyer's delivery of the Due Diligence Approval Notice and prior to Close of Escrow for Phase I:
(a) Pursue the Approval of the Entitlements on terms and conditions satisfactory to Buyer in its sole and absolute discretion; (b) Negotiate and enter into with the city a Statutory Development Agreement for the Project pursuant Government Code Sections 65864 et seq containing terms and conditions reasonably satisfactory to both Buyer and Seller; and (c) Complete the tasks in the "Schedule of Performance" attached hereto as Schedule 5.9 in a timely manner, subject to extension for delays caused by the Seller or other circumstances or events beyond the reasonable control of Buyer. ( d) Buyer agrees to pay prevailing wages and otherwise comply with Labor Code Sections 1720 et seq. in connection with Buyer's development of the Property

6. Conditions of Closing.

6.1 Conditions to Buyer's Obligations. Buyer's obligation to purchase each Phase of the Property is subject to the satisfaction of the following conditions or Buyer's written waiver of the conditions on or before the applicable Closing Date. Buyer may waive in writing any or all of the conditions in its sole and absolute discretion. (a) The Entitlements (including, without limitation, the Tentative Map and Final Map) have been Approved and the Final Map has been recorded; (b) Buyer shall have timely delivered the Due Diligence Approval Notice; (c) Seller shall have timely performed all obligations to be performed by Seller pursuant to this Agreement;
(d) Seller's representations, warranties and covenants set forth herein shall be true as of the Close of Escrow;
(e) There shall be no material adverse change in the physical condition of the Property, from the condition in which it existed as of the date of this Agreement, that would render the Property unsuitable for the Project;
(f) There shall be no enacted or proposed building or utility hook-up moratoria, ordinances, laws or regulations that were not existing and enforced as of the date of -12-
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this Agreement, and that would prohibit or materially delay or hinder the issuance of building permits or certificates of occupancy for residences within the Property; (g) The City shall have secured sewer and water allocations from all applicable entities sufficient for the completion of the Project; (h) There shall be no suit, action or arbitration, judgment or legal, administrative, or other proceeding or governmental investigation, fonnal or infonnal, including but not limited to eminent domain, condemnation, assessment district or zoning change proceeding, pending or threatened, that affects the Property or the Project; (i) The Property shall be free of Hazardous Materials or shall have been remediated to residential standards at no cost to Buyer, such that residential development may proceed without any further environmental restrictions, soil vapor mitigation measures, clean-up, remediation, testing or monitoring (in the case of such remediation, all governmental and/or regulatory agencies asserting jurisdiction over the development or remediation of the Property shall have issued final and unqualified "no further action" letters, site closure letters, and/or similar written determination (in a form and substance satisfactory to Buyer in Buyer's sole and absolute discretion);
(j) Buyer and Seller shall have entered into a Statutory Development Agreement for the Project pursuant Government Code Sections 65864 et seq. containing terms and conditions reasonably satisfactory to both Buyer and Seller; (k) All easements, right-of-ways, licenses, pennits and agreements required from any third party to access the Property, construct improvements to service the Property, to grade and develop the Property and/or to cause the Entitlements to be Approved shall have been obtained in fonn and content satisfactory to Buyer in Buyer's reasonable discretion; (1) All leases, tenancies, third party occupancy agreements, service contracts, utility contracts and other contracts that are not Permitted Exceptions and that affect the Property shall have been terminated, all tenants and other parties shall have vacated the Property, and all personal property shall have been removed from the Property; (m) The Property shall be one or more legally subdivided parcels; (n) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy covering the Property, subject only to the Permitted Exceptions; ( o) The Phase 1 and Phase 2 property shall each consist of one or more legally subdivided parcels.

6.2 Conditions to Seller's Obligations. Seller's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the conditions ( or Seller's written waiver of such conditions) on or before the applicable Closing Date. Seller may waive in writing any or all of the conditions in its sole and absolute discretion. -13-
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(a) Buyer shall have performed all of Buyer's obligations hereunder, and Buyer's representations, warranties, and covenants set forth herein shall be true as of the Close of Escrow; and
(b)

6.3 Buyer shall have timely delivered the Due Diligence Approval Notice.

Failure to Close; Termination.
(a) Failure to Close Without Default. If either the Phase 1 Closing or the Phase 2 Closing of Escrow does not occur because one or more of the conditions precedent to the Close of Escrow set forth in Section 6.1 or Section 6.2 have not been satisfied or waived by the party benefitted by such condition, and neither party is in default, then the party benefitted by such condition may elect to terminate this Agreement by giving written notice to the other party and Escrow Holder, in which event:
(i) Escrow Holder shall automatically return to Buyer the Deposit and any other sums deposited by Buyer still being held by Escrow Holder, and all accrued interest thereon, by unilateral instruction from Buyer;
(ii) Seller shall have no further obligation to sell to Buyer, and Buyer shall have no further obligation to purchase, the Property, and (iii) This Agreement shall terminate and the parties shall have no further obligations hereunder (except rights and obligations relating to the Phase 1 Property if the Phase 1 Closing has occurred).
(b) Buyer's Default. If after Buyer has delivered the Due Diligence Approval Notice, Buyer fails to perform any material obligation under this Agreement, and Buyer does not cure such failure to perform within ten (I 0) days after Buyer's receipt of written notice of the same from Seller, then Buyer shall be in default, Seller shall have the right to tenninate this Agreement, and the Deposit shall constitute liquidated damages pursuant to Section 3( d), above. (c) Seller's Default. If Seller materially defaults under this Agreement, then Buyer may pursue any of the following remedies:
(i) If the default occurs prior to the Phase 2 Closing, Buyer may (i) extend the time period for Seller's performance, (ii) terminate this Agreement (except rights and obligations relating to the Phase 1 Property shall survive such termination if the Phase I Closing has occurred), provided such termination shall be effective only upon delivery of written notice of termination from Buyer to Escrow Holder and Seller, in which event Escrow Holder shall automatically return to Buyer the Deposit and all accrued interest thereon and any other sums deposited by Buyer, or (iii) keep this Agreement in effect and pursue any and all other remedies available to it against Seller including the specific perfonnance of this Agreement and Buyer may record a notice of pendency of action against the Property. (ii) If the default occurs following the Phase 2 Closing or if Buyer becomes aware of any breach of any representation or warranty of Seller following the Phase 2 -14-
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Closing hereunder, Buyer may pursue any or all of the remedies available to it under this Agreement and/or at law or in equity.
(d) Escrow Fees on Default. If the failure to close is due to the default of one of the parties, the defaulting party shall bear the sole and full liability for paying any escrow cancellation fee.
( e) Interest on Delinquent Amounts. If any party owes the other party money hereunder and does not pay or return such money to the other party within five (5) business days after written demand therefore, the unpaid amount shall thereafter accrue interest at the lesser of (a) ten percent (10%) per annum or (b) the highest rate permitted by law, from the date such amount was due until the date it is paid in full.
(f) Cure Period. No party shall be deemed in default unless the other party has first delivered to such party a written notice of the default, and the party receiving such notice has not cured the default within ten (10) days after receipt of the written notice.

7. Deposit of Documents and Funds in Escrow.
(a) Seller and Buyer, as applicable, hereby covenant and agree to deliver to Escrow Holder at least one (1) business day prior to Close of Escrow for the applicable Phase the following instruments, documents, and funds, the delivery of each of which shall be a condition of the Close of Escrow for such Phase.
(b) Seller shall deliver:
(i) A Grant Deed in the form attached hereto as Exhibit D duly executed and acknowledged by Seller;
(ii) A Withholding Exemption Certificate Form 593-C as
contemplated by California Revenue and Taxation Code § 18662 (the "Withholding Affidavit") duly executed by Seller;
(iii) A Certification of Non-Foreign Status in accordance with Internal Revenue Code Section 1445 duly executed by Seller;
(iv) Such proof of Seller's authority and authorization to enter into this transaction as the Title Company may require in order to issue the Title Policy for such Phase. ( c) Buyer shall deliver:
(i) The Phase Purchase Price (less, in the case of the Phase 2 Closing, the Purchase Deposit) together with such funds as are required to pay for costs and expenses payable by Buyer hereunder;

8. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and distribute the documents -15-
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called for hereunder upon a Close of Escrow, provided each of the following conditions has then been fulfilled:
(a) The Title Company can issue the Title Policy for the Phase, with a liability in the amount of the Phase Purchase Price, showing fee title to the applicable portion of the Property vested in Buyer, subject only to the Permitted Title Exceptions. (b) Seller and Buyer shall have deposited in Escrow the documents and funds required pursuant to Section 6.

9. Prorations; Charges. Property taxes, assessments, and rents relating to each Phase shall be prorated as of the Close of Escrow for such Phase. Buyer shall pay (i) fifty percent (50%) of the escrow fees and charges of Escrow Holder, (ii) the cost of all endorsements to the Title Policy and any extended coverage, and (iii) Buyer's share of the charges prorated under this Agreement. Seller shall pay: (i) fifty percent (50%) of the escrow fees and charges of Escrow Holder; (ii) the cost of the premium for CLTA coverage under the Title Policy; (iii) all recording charges, if any; and (iv) any documentary transfer taxes. If the Escrow shall fail to close for any reason other than Seller's default, Buyer shall pay any applicable Escrow cancellation charges.

10. Condemnation; Destruction. All risk ofloss with respect to each Phase of the Property shall remain with Seller until such Phase is acquired by Buyer and delivery of possession of such Phase of the Property to Buyer. If at any time prior to the Phase 2 Closing, the Property, or any portion thereof not yet acquired by Buyer, is damaged by fire or other casualty or taken or appropriated through eminent domain or similar proceedings, or is condemned for any public or quasi-public use, Buyer may tenninate this Agreement. If Buyer terminates this Agreement, Seller shall be entitled to receive all insurance proceeds payable to Buyer or Seller or all condemnation proceeds actually paid for that portion of the property taken (but not as to any portion of the Property previously acquired by Buyer). If Buyer elects to maintain this Agreement in full force and effect, then upon the next Close of Escrow, Buyer shall be entitled to receive all insurance proceeds payable to Seller or all condemnation proceeds actually paid for that portion of the Property taken or, if such proceeds have been paid to Seller, Buyer shall receive a credit against the Phase Purchase Price equal to the amount of proceeds actually paid to Seller. Buyer shall not be entitled to any reduction in the Phase Purchase Price.

11. Representations, Warranties and Covenants.

11.1 Seller's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Seller contained in other Sections of this Agreement, Seller represents, warrants and covenants to Buyer as follows, all of which shall survive the Close of Escrow for each of Phase 1 and Phase 2:
(a) Seller is the sole owner in fee simple of the Property and has the full right, capacity, power, and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly authorized and entered into by Seller and the parties signing on behalf of Seller, and upon delivery to and execution by Buyer, shall be a valid and binding agreement of Seller.
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(b) Except as identified in the Title Report, Seller has not alienated, encumbered, transfe1Ted, assigned or otherwise conveyed its interest in the Property or any portion thereof, nor entered into any agreement to do so, nor shall Seller do so. By entering into and performing the transactions contemplated by this Agreement, Seller will not violate or breach any agreement, covenant or obligation binding on Seller, and Seller may convey the Property to Buyer without the consent of any third party. (c) To Seller's actual knowledge, there are no mechanic's or materialman's liens or similar claims or liens now asserted against the Property for work performed or commenced prior to the date hereof other than as described in the Title Report. (d) To Seller's actual knowledge, as of Close of Escrow for each Phase, the Property is not in violation or is not currently under investigation for violation of any Environmental Law.
( e) There is no suit, action or arbitration, or legal, administrative, or other proceeding or governmental investigation, formal or informal, including but not limited to eminent domain, condemnation, assessment district or zoning change proceeding, pending or, to Seller's actual knowledge, threatened, or any judgment, moratorium or other government policy or practice that affects the Property or Buyer's anticipated development of the Property, or that adversely affects Seller's ability to perform hereunder, nor does Seller know of any fact that might give rise to an action, investigation or proceeding. (f) Seller is not in default under any encumbrance, lien or restriction on the Property.
(g) Except as disclosed in the Title Report, Seller has not made any commitment, agreement or representation to any government authority, or any adjoining or surrounding property owner or any other third party, that would in any way be binding on Buyer or would interfere with Buyer's ability to develop and improve the Property and will not make any commitment or representation that would affect the Property or any portion thereof prior to the Close of Escrow, without Buyer's written consent.
(h) As used herein, the phrase "to Seller's actual knowledge" or words of similar import shall mean the actual knowledge of the City Manager of the City without any duty of further inquiry or investigation. Each of the representations and warranties made by Seller in this Agreement, or in any Exhibit, or on any document or instrument delivered pursuant hereto shall be continuing representations and warranties that shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as and at the date of the Close of Escrow for each Phase and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the perfo1mance of all covenants of Seller contained in this Agreement, are conditions precedent to the Close of Escrow for each Phase. Seller shall notify Buyer immediately of any facts or circumstances that would make untrue any of the foregoing representations and warranties contained in this Section 11.1.

11.2 Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows, all of which shall survive the Close of Escrow for each Phase:
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(a) Buyer is a corporation duly organized, validly existing and in good standing in the State of California, and has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and that this Agreement has been duly authorized and executed by Buyer and, upon delivery to and execution by Seller, shall be a valid and binding Agreement of Buyer. (b) Each of the representations and warranties made by Buyer in this Agreement, shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow for each Phase, and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement, are conditions precedent to the Close of Escrow for each Phase. Buyer shall notify Seller immediately of any facts or circumstances that are contrary to the foregoing representations and warranties contained in this Section 11.2.

12. As Is; Release. Buyer is acquiring the Property "AS IS, WHERE IS" without any representation or warranty of Seller, express, implied or statutory, as to the nature or condition of or title to the Property or its fitness for Buyer's intended use of same. Buyer is familiar with the Property. Buyer is relying solely upon its own, independent inspections, investigations and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, an analysis of any and all matters concerning the condition of the Property and its suitability for Buyer's intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property.

EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT, BUYER

ACKNOWLEDGES AND AGREES THAT, SELLER HAS NOT MADE, DOES NOT MAKE

AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,

WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY

KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR

WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH

RESPECT TO THE PROPERTY OR ANY MA TIER RELATED THERETO, INCLUDING,

WITHOUT LIMITATION, THE HABITABILITY, MERCHANTABILITY,

MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF

THE PROPERTY, AND COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR THE PRESENCE, ABSENCE, CONDITION OR STATUS OF ANY HAZARDOUS MATERIALS.

BUYER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT

PERMITTED BYLAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT

SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS OR REMEDIATE ANY HAZARDOUS MATERIALS.

BY INITIALING BELOW, THE BUYER ACKNOWLEDGES THAT (i) THIS SECTION 5.2 HAS BEEN READ AND FULLY UNDERSTOOD, (ii) THE BUYER HAS HAD

THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND -18-
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SIGNIFICANCE, AND (iii) THE BUYER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN TW TION 5.2.

BUYER'S INITIALS ~
Excluding any claims that Buyer may have against Seller as a result of a breach by Seller of any express representations, warranties, covenants, or agreements set forth in this Agreement, or resulting from any intentional or negligent acts of Seller or Seller's agents, Buyer waives and releases as of the Close of Escrow for a Phase any and all claims it may have against Seller relating to the physical condition of the portion of the Property within such Phase (including, without limitation, the presence or release hazardous materials or substances). To the extent of such waiver and release, Buyer expressly waives its rights, if any, under California Civil Code Section I 542 which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR

AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR

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

13. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, by personal delivery, by facsimile. e-mail or by private overnight courier service providing evidence of delivery to the address or facsimile number set forth below for the respective party. Notices shall be considered given upon the earlier of (a) receipt by the party to whom notice or demand is given, two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested or (b) the following business day if sent by overnight courier. A copy of all notices shall be sent to Escrow Holder. Notices shall be addressed as provided below for the respective party; provided that any party may change its address for notices by written notice given to the other party.

Buyer:
12425-0001\20 I 8343v2.doc

KB-BAKEWELL SEASIDE VENTURE, LLC
c/o KB Home South Bay Inc.
5000 Executive Parkway, Suite 125
San Ramon, CA 94583
Attention: Jeffrey McMullen
Telephone: (925) 983-4530
Facsimile: (925) 983-4590
Email: [email protected]
-19- Packet Page 182
With a copy to:

Seller:

Escrow Holder:

KB-BAKEWELL SEASIDE VENTURE, LLC
c/o The Bakewell Company
Danny J. Bakewell, Jr.
3800 Crenshaw Boulevard
Los Angeles, CA 90008
(323) 291-6803
(323) 291-6804 fax
KB Home
5000 Executive Parkway, Suite 125
San Ramon, CA 94583
Attention: Michael L. MacDonald, Esq.

Telephone: (925) 983-4507
Facsimile: (925) 983-4590
Email: [email protected]
City of Seaside
440 Harcourt A venue
Seaside, California 93955
Attn.: City Manager
Successor Agency to the Redevelopment
Agency of the City of Seaside
Chicago Title Company
250 Bonifacio Place,
Monterey, CA 93940
Attn: Kimberly Verania,
(831) 646-8544
[email protected];

14. Broker's Commissions. The parties hereto acknowledge that this transaction did not involve a broker, salesperson or finder ("Broker") representing either Buyer or Seller. Each party shall defend, indemnify and hold the other party harmless from and against any and all claims for any broker's commissions or similar compensation that may be payable to a Broker based on communications between the indemnifying party and such Broker. The provisions of this Section shall survive each Close of Escrow.

15. Standard Instructions. Each party agrees to execute Escrow Holder's supplemental reasonable standard instructions as may be necessary or proper in order to consummate the transactions contemplated by this Agreement; provided, however, in the event of a mate1ial conflict between the terms hereof and the terms of such standard instructions, the terms hereof shall control.
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16. Time is of the Essence. The parties hereto agree that time is of the essence with respect to each tenn, condition and covenant hereof.

17. Successors and Assigns. The provisions of this Agreement are expressly binding upon, and shall inure to the benefit of, the parties hereto and their successors in interest and assigns.

18. Entire Agreement. This Agreement, together with all exhibits hereto, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof.

19. Severability. Invalidation of any of the terms, conditions, covenants, or other provisions contained herein by judgment or court order shall in no way affect any of the other terms, conditions, covenants, or provisions hereof, and the same shall remain in full force and effect.

20. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Seller and Buyer and deposited with Escrow Holder.

21. Attorneys' Fees. In the event that suit is brought for the enforcement of this Agreement or as the result of any alleged breach thereof, the prevailing party or parties in such suit shall be entitled to recover their reasonable attorneys' fees, costs, and expenses from the losing party or parties, and any judgment or decree rendered in such proceedings shall include an award thereof.

22. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of Seller and Buyer and no other parties are intended to be direct or incidental beneficiaries of this Agreement.

23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

24. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, facsimile signatures shall be deemed to be original signatures, and shall be followed by the immediate overnight delivery of original signature pages.

25. Assignment of Agreement. Neither Buyer nor Seller may assign or transfer their respective rights or obligations under this Agreement without first obtaining the prior written consent of the other, which consent may be granted or withheld in its sole and absolute discretion. Notwithstanding the foregoing, Buyer may assign, convey, or otherwise transfer its rights and obligations hereunder, without Seller's consent or prior notice, to (i) a partnership in which Buyer is one of the general partners, (ii) a limited liability company in which Buyer is a managing member or holds at least 50% of the voting or equity interests, (iii) a corporation in which Buyer holds at least 50% of the voting or equity interests, (iv) a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is -21-
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under common control with, the Buyer, (v) a successor by way of merger or consolidation or the acquisition of all or substantially all of Buyer's assets, or (vi) a third party to effectuate a land banking arrangement pursuant to which Buyer has the right to develop and reacquire the Property.

26. Memorandum of Agreement. Within ten (10) days after Opening of Escrow, Buyer and Seller shall execute a memorandum of agreement (in the form of Exhibit E attached hereto). If Buyer timely delivers the Due Diligence Approval Notice, then Escrow Holder shall promptly record the memorandum of agreement in the Official Records of the County. In the event the Memorandum is recorded and this Agreement is terminated prior to the Close of Escrow for Phase 2, provided that the Deposit is returned to Buyer if required pursuant to the terms of this Agreement, Buyer shall promptly execute, acknowledge and deliver to Seller a release of the Memorandum as to all portions of the Property not acquired by Buyer and shall execute any further documents necessary to clear such portions of the Prope1iy free of the Memorandum.

27. Survival. The respective warranties, representations, covenants, agreements, obligations and undertakings of each party hereunder shall be construed as dependent upon and given in consideration of those of the other party and shall survive each Close of Escrow and delivery of the deed.
[NO FURTHER TEXT ON THIS PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BUYER:

KB-BAKEWELL SEASIDE VENTURE, LLC,
a California limited liability company By }4_ (111 nJi--== Print Name: <TeQ-k't.,.. ( jtl1 <-rft11 Ut ...... \
~~:(?
Print Name: 'J)A-:i-.1 IJ,t X· (3/}J<ew~ !(~ ·
(
Its: CL(5....,t<.vt ~ Y-r!ftJ
-23-
12425-0001\20 I 8343v2.doc
SELLER:

CITY OF SEASIDE By q
Print Name: ~/t..4t9r ~ ,,,_,9-" I'--..

City Manager and Executive
Director

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY
::e:r ~ Print Name: C r t .r.,,;::2r 6 -,:;-c..l'-
Packet Page 186

LIST OF EXHIBITS
Exhibit A Legal Description of the Property
Exhibit A-1 Legal Description of Phase 1 Property
Exhibit A-2 Legal Description of Phase 2 Property
Exhibit B List of Documents
Exhibit C Conceptual Plan
Exhibit D Form of Grant Deed
Exhibit E Hammerhead Buildings
Exhibit F Memorandum of Agreement
Schedule 5.7 Staff Hourly Rates
Schedule 5.9 Schedule of Performance
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EXHIBIT A

LEGAL DESCRIPTION OF THE LAND
PARCEL I:

The portion of the former Fort Ord Military Reservation in Rancho Noche Buena, in the City of Seaside, County of Monterey, State of California described as follows:

A portion of Parcel 3 as per map recorded in Volume 21, Page 83 of Surveys in the Office of the County Recorder of said county, more particularly described as follows:

Beginning at the northwest corner of said Parcel 3 as per said map, designated and shown a point seventy-four (74) on page 4 of 9 thereon; thence along the northerly boundary of said Parcel 3 the following three (3) courses
1) North 88° 00' 00" East, 1,473.85 feet to the beginning of a curve, concave south, having a radius of 895.00 feet; thence
2) Easterly 224.55 feet along said curve, through a central angle of 14° 22' 30"; thence 3) South 77° 37' 30" East, 21. 77 feet to the beginning of a curve, concave southwest, having a radius of 260.00 feet; thence leaving said boundary of said Parcel 3 4) Southeasterly 461.03 feet along said curve, through a central angle of 101 ° 35' 49"; thence 5) South 23° 58' 19" West, 195.81 feet to the beginning of a non-tangent curve, concave to the south, having a radius of 131.30 feet, and from which beginning a radial bears North 16° 47' 48"; thence 6) Westerly, 171.15 feet along said curve, through a central angle of 74° 40' 59" to the beginning of a reverse curve, concave northwest, having a radius of 120.00 feet; thence 7) Southwesterly, 123.06 feet along said curve, through a central angle of 58° 45' 31" to the beginning of a reverse curve, concave south, having a radius of 413.66 feet; thence 8) Westerly, 215.22 feet along said curve, through a central angle of 29° 48' 34"; thence 9) South 61° 03' 46" West, 142.81 feet; thence
10) North 02° 32' 34" East, 249.44 feet to the beginning of a curve, concave to the southwest, having a radius of 50.55 feet; thence
11) Northwesterly, 79.79 feet along said curve, through a central angle of 90° 26' 36"; thence 12) North 87° 54' 02" West, 1,363.25 feet to a point on the westerly boundary of said Parcel 3; thence along said westerly boundary the following three (3) courses 13) North 37° 50' 06" East, 151.61 feet to the beginning of a curve, concave to the west, having a radius of 357.00 feet; thence
14) Northerly, 271.09 feet along said curve, through a central angle of 43° 30' 36"; thence 12425-000 l\2018343v2.doc
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15) North 05° 40' 29" West, 18.97 feet to the Point of Beginning. The bearing North 87° 33' 00" West as measured between monuments found along the westerly boundary of Parcel 3 as per Volume 21, Page 83 of Surveys, records of Monterey County, California, is the basis of bearings for this description.

PARCEL II:

That portion of the former Fort Ord Military Reservation in Rancho Noche Buena, in the City of Seaside, County of Monterey, State of California described as follows :

A portion of Parcel 3 as per map recorded in Volume 21, Page 83 of Surveys in the Office of the County Recorder of said county, more particularly described as follows:

Beginning at the most northeasterly corner of said Parcel 3 as per said map designated and shown as point seventy-seven (77) on page 4 of 9 thereon; thence along the easterly boundary of said Parcel 3 1) South 02° 10' 30" West, 158.83 feet; thence leaving said easterly boundary 2) North 87° 49' 30" West, 248.60 feet; thence
3) South 23° 58' 19" West, 334.69 feet; thence
4) North 66° 01' 41" West, 120.00 feet; thence
5) North 23° 58' 19" East, 195.81 feet to the beginning of a curve, concave to the southwest, having a radius of 260.00 feet; thence
6) Northwesterly 461.03 feet along said curve, through a central angle of 101 ° 35' 49"; thence 7) South 77° 37' 30" East, 616.70 feet to the Point of Beginning.

The bearing of North 87° 33' 00" West along the westerly boundary of Parcel 3 as per Volume 21, Page 83 of Surveys, records of Monterey County, California, is the basis of bearings for this description.

PARCEL Ill:

That portion of the former Fort Ord Military Reservation in Rancho Noche Buena, in the City of Seaside, County of Monterey, State of California described as follows:

A portion of Parcel 3 as per map recorded in Volume 21, Page 83 of Surveys in the Office of the County Recorder of said county, more particularly described as follows:

Beginning at a point that bears South 02° 10' 30" West, 158.83 feet from the most northeasterly corner of said Parcel 3 as per said map, designated and shown as point seventy-seven (77) on page 4 of 9 thereon; thence along the easterly boundary of said Parcel 3, 12425-0001\2018343v2.doc Packet Page 189
(1) South 02° 10' 30" West, 1,074.09 feet to a point designated and shown as point seventy-eight (78) on page 4 of 9 thereon; thence leaving said boundary of said Parcel 3 (2) North 87° 48' 54" West, 147.32 feet; thence
(3) North 01 ° 36' 08" East, 8.35 feet; thence
(4) North 87° 47' 46" West, 438.71 feet to the beginning of a curve, concave northeast, having a radius of 60.00 feet; thence
(5) northwesterly 117.04 feet along said curve, through a central angle of 111 ° 46' 04"; thence (6) North 23° 58' 19" East, 1,058.92 feet; thence
(7) South 87° 49' 30" East, 248.60 feet to the Point of Beginning.

PARCEL IV:

All that certain real property situate in Rancho Noche Buena, Monterey City Lands, Tract No. 1, City of Seaside, County of Monterey, State of California, being a portion of Parcel 1, as said Parcel 1 is shown and so designated on map filed for record in Volume 19, "Surveys", at Page 1, Records of Monterey County, California, said portion being more particularly described as follows:

Beginning at the northerly terminus of the most westerly line of Parcel 1, as said Parcel 1 is shown and so designated on the map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey County, California; thence from said Point of Beginning,
(1) South 87° 46' 00" East, 334.96 feet; thence
(2) North 2° 08' 00" East, 159.92 feet; thence
(3) North 87° 46' 00" West, 334.84 feet; thence
(4) South 2° 10' 30" West, 159.92 feet, to the Point of Beginning.

Excepting therefrom all mineral rights with the right of surface entry in a manner that does not unreasonably interfere with the development and quiet enjoyment of the property, as reserved in the Quitclaim Deed executed by United States of America, and recorded April 21, 2004, Instrument No. 2004038303, Official Records.

PARCEL V:

All that certain real property situate in Rancho Noche Buena, Monterey City Lands No. 1, City of Seaside, County of Monterey, State of California, being Parcel 12, as said Parcel 12 is shown and so designated on the map filed for record in Volume 22, "Surveys", at Page 24, Records of Monterey County, California, said parcel being more particularly described as follows:

Beginning at the northwesterly corner of Parcel 12; thence 12425-000 1\2018343v2.doc Packet Page 190
(1) South 87° 45' 04" East, 821.44 feet; thence
(2) South 2° 13' 00" West, 202.37 feet; thence
(3) North 87° 46' 00" West, 819.31 feet; thence
(4) North 2° 09' 00" East, 171.10 feet; thence, non-tangentially (5) Northwesterly, along the arc of a curve to the left, concave to the southwest, the center of which bears North 87° 56' 56" West, 289.24 feet, through a central angle of 6° 15' 08", a distance of 31.56 feet, to the Point of Beginning.

PARCEL VI::

All that certain real property situate in Rancho Noche Buena, Monterey City Lands Tract No. 1, City of Seaside, County of Monterey, State of California described as follows:

A portion of Parcel 1, as said Parcel 1 is shown and so designated on the map filed for record in Volume 23 of "Surveys", at Page 96, Records of Monterey County, California, said portion being more particularly described as follows:

Beginning at the northerly terminus of the westerly most line of Parcel 1, as shown on said map; thence, from said Point of Beginning,
(1) South 87° 46' 00" East, 394.96 feet to a point on the westerly line of Parcel 2, as shown on said map; thence, along the westerly and southerly lines of said Parcel 2, (2) South 02° 08' 23" West, 200.07 feet to a 1-1/4" iron pipe tagged "RCE 15310"; thence (3) South 87° 46' 30" East, 464.58 feet to a 1-1/ 4" iron pipe tagged "RCE 15310"; thence (4) South 02° 15' 21" West, 23.02 feet to a 1-1/4" iron pipe tagged "RCE 15310"; thence (5) South 87° 46' 00" East, 473.29 feet to a 1/1/4" iron pipe tagged "RCE 15310"; thence, leaving said boundary of said Parcel 2,
(6) South 02° 14' 00" West, 263.17 feet to a point on the southerly boundary of said Parcel 1; thence along the southerly and westerly boundary of said Parcel 1, (7) North 87° 49' 30" West, 187.15 feet to a 1-1/4" iron pipe tagged "RCE 15310"; thence (8) South 02° 10' 12" West, 224.79 feet to a 1-1/4" iron pipe tagged "RCE 15310"; thence (9) North 87° 49' 37" West, 1103.28 feet to a brass tag in walk stamped "RCE 15310"; thence (10) North 02° 14' 12" East, 12.99 feet to a 1-1/4" iron pipe tagged "RCE 15310"; thence (11) North 87° 49' 30" West, 42.25 feet; thence
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(12) North 02° 10' 30" East, 699.39 feet to the Point of Beginning.

Excepting therefrom all mineral rights with the right of surface entry in a manner that does not unreasonably interfere with the development and quiet enjoyment of the property, as reserved in the Quitclaim Deed executed by United States of America, and recorded October 17, 2002, Instrument No. 2002097675, Official Records, and amended February 23, 2011, Instrument No. 2011010801, Official Records.

PARCEL VII:

All that certain real property situate in Rancho Noche Buena, Monterey City Lands Tract No. 1, City of Seaside, County of Monterey, State of California, being a portion of Parcel 4, as said Parcel 4 is shown and so designated on map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey County, California, said portion being more particularly described as follows:

Beginning at the northeasterly corner of Parcel 4, as shown on said map; thence from said Point of Beginning,
(1) South 2° 14' 00" West, 324.24 feet; thence
(2) North 87° 46' 00" West, 392.97 feet; thence
(3) South 15° 36' 00" West, 312.79 feet; thence
(4) North 87° 23' 00" West, 197.15 feet; thence
(5) South 60° 24' 00" West, 56.50 feet; thence
(6) South 87° 12' 30" West, 117.57 feet; thence
(7) North 02° 10' 21" East, 81.94 feet; thence
(8) South 87° 49' 30" East, 184.43 feet; thence
(9) North 10° 27' 00" West, 236.04 feet; thence
(10) North 30° 43' 16" West, 36.81 feet; thence
(11) North 87° 47' 21" West, 109.80 feet; thence
(12) North 02° 14' 00" East, 205.98 feet; thence
(13) South 87° 46' 00" East, 274.63 feet; thence
(14) North 02° 14' 00" East, 118.10 feet; thence
(15) South 87° 46' 00" East, 550.23 feet, to the Point of Beginning.

PARCEL VIII:
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All that certain real property situate in Rancho Noche Buena, Monterey City Lands Tract No. 1, City of Seaside, County of Monterey, State of California, being a portion of the "Seaside V" parcel, as said parcel is shown and so designated on the map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey, California, said portion being more particularly described as follows:

Beginning at the northeasterly corner of the "Seaside V" parcel; thence, (1) South 02° 12' 30" West, 60.00 feet; thence
(2) North 87° 45' 49" West, 414.88 feet; thence
(3) South 02° 14' 47" West, 155.03 feet; thence
(4) South 87° 46' 07'' East, 414.99 feet; thence
(5) South 02° 12' 30" West, 653.19 feet; thence
(6) North 87° 49' 30" West, 1025.78 feet; thence
(7) North 02° 14' 01" East, 779.15 feet; thence, non-tangentially, (8) Northwesterly, along the arc of a curve to the left, concave to the southwest, the center of which bears North 87° 46' 17" West, 30.00 feet, through a central angle of 90° 00' 00", a distance of 47.12 feet; thence
(9) North 87° 46' 17" West, 201.00 feet; thence
(10) South 02° 14' 00" West, 809.37 feet; thence
(11) North 87° 49' 19" West, 855.18 feet; thence
(12) North 02° 10' 21" East, 142.85 feet; thence
(13) North 87° 12' 30" East, 117.57 feet; thence
(14) North 60° 24' 00" East, 56.50 feet; thence
(15) South 87° 23' 00" East, 197.15 feet; thence
(16) North 15° 36' 00" East, 312.79 feet; thence
(17) South 87° 46' 00" East, 392.97 feet; thence
(18) North 02° 14' 00" East, 324.24 feet; thence
(19) North 87° 46' 00" West, 550.23 feet; thence
(20) South 02° 14' 00" West, 118.10 feet; thence
(21) North 87° 46' 00" West, 274.63 feet; thence
(22) South 02° 14' 00" West, 205.98 feet; thence
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(23) South 87° 47' 21" East, 109.80 feet; thence
(24) South 30° 43' 16" East, 36.81 feet; thence
(25) South 10° 27' 00" East, 236.04 feet; thence
(26) North 87° 49' 42" West, 851.79 feet; thence
(27) North 02° 13' 56" East, 556.13 feet; thence, non-tangentially, (28) Northwesterly, along the arc of a curve to the left, concave to the southwest, the center of which bears North 87° 46' 24" West, 30.00 feet, through a central angle of 90° 00' 22", a distance of 47.13 feet to a point of cusp; thence; thence
(29) North 87° 45' 57" West, 878.30 feet; thence, non-tangentially (30) Southwesterly, along the arc of a curve to the left, concave to the southeast, the center of which bears South 02° 11' 48" West, 30.00 feet; through a central angle of 90° 09' 38", a distance of 47.21 feet to a point of cusp; thence
(31) South 02° 08' 23" West, 69.85 feet; thence
(32) North 87° 46' 00" West, 60.00 feet; thence
(33) North 02° 08' 00" East, 159.92 feet; thence
(34) South 87° 46' 00" East, 874.31 feet; thence
(35) North 02° 15' 00" East, 202.37 feet; thence
(36) South 87° 46' 09" East, 256.86 feet; thence
(37) South 02° 15' 00" West, 202.38 feet; thence
(38) South 87° 45' 59" East, 1112. 75 feet; thence
(39) South 87° 46' 17" East, 1533.74 feet, to the Point of Beginning.

Excepting Therefrom a 0.41 acre parcel of land, more particularly known as "F5.2", as designated for Economic Development Conveyance, more particularly described as follows: All that certain real property situate in Rancho Noche Buena, Monterey City Lands Tract No. 1, City of Seaside, County of Monterey, State of California, being Parcel 2, as said Parcel 2 is shown and so designated on the map filed for record in Volume 20, "Surveys", at Page 71, Records of Monterey County, California, said portion being more particularly described as follows:

Commencing at the northeasterly corner of the "Seaside V" parcel, as said parcel is shown and so designated on the map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey County, California;
thence, westerly along the northerly line of Colonel Durham Road as shown on said map, North 87° 46' 17" West, 1533.74 feet to a 1-1/4" iron pipe with plastic plug marked "RCE 15310"; thence, North 87° 45' 59" West, 1035.84 feet; thence, South 02° 40' 54" West, 60.00 feet to the True Point of Beginning; thence from said True Point of Beginning,
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(1) South 02° 40' 54" West, 120,15 feet; thence
(2) North 87° 47' 08" West, 18.45 feet; thence
(3) North 87° 45' 13" West, 130.27 feet; thence
(4) North 02° 14' 30" East, 90.12 feet; thence, non-tangentially (5) Northeasterly, along the arc of a curve to the right, concave to the southeast, the center of which bears South 87° 56' 13" East, 30.00 feet, through a central angle of 90°01'46", a distance of 47.14 feet to a point of cusp; thence
(6) South 87° 43' 34" East, 119.72 feet, to the True Point of Beginning.

Also Excepting Therefrom a 1.16 acre parcel of land, more particularly known as "Ll5.l", as designated for Economic Development Conveyance, more particularly described as follows :

All that certain real property situate in Rancho Noche Buena, Monterey City Lands Tract No. 1, City of Seaside, County of Monterey, State of California, being Parcel 1, as said Parcel 1 is shown and so designated on the map filed for record in Volume 21, "Surveys", at Page 96, Records of Monterey County, California, said portion being more particularly described as follows:

Commencing at the northeasterly corner of the "Seaside V" parcel, as said parcel is shown and so designated on the map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey County, California; thence westerly along the northerly line of Colonel Durham Road as shown on said map, North 87° 46' 17" West, 1533.74 feet to a 1-1/ 4" iron pipe with plastic plug marked "RCE 15310"; thence, North 87° 45' 59" West, 1035.38 feet; thence, South 02° 40' 54" West, 60.00 feet to the True Point of Beginning; thence from said True Point of Beginning,
(1) South 87° 46' 19" East, 180.23 feet; thence, non-tangentially (2) Southeasterly, along the arc of a curve to the right, concave to the southwest, the center of which bears South 02° 13' 56" West, 30.00 feet, through a central angle of 90°00'42", a distance of 47.13 feet to a point of cusp; thence,
(3) South 02° 12' 56" West, 299.03 feet; thence
(4) North 87° 47; 27" West, 229.51 feet; thence
(5) North 02° 10' 34" East, 208.96 feet; thence
(6) South 87° 47' 08" East, 18.45 feet; thence
(7) North 02° 40' 54" East, 120.15 feet to the True Point of Beginning.

Also Excepting Therefrom a 1.16 acre parcel of land, more particularly known as "L36", as designated for Economic Development Conveyance, more particularly described as follows :

All that certain real property situate in Rancho Neche Buena, Monterey City Lands Tract No. 1, City of Seaside, County of Monterey, State of California, being a portion of Parcel 4 (Exception), as said Parcel 4 is shown and so designated on the map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey County, California, said portion being more particularly described as follows:
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Commencing at the northeasterly corner of the "Seaside V" parcel, as said parcel is shown and so designated on the map filed for record in Volume 23, "Surveys", at Page 96, Records of Monterey County, California; thence, westerly along the northerly line of Colonel Durham Road as shown on said map, North 87° 46' 17" West, 1533.74 feet to a 1-1/ 4" iron pipe with plastic plug marked "RCE 15310"; thence, North 87° 45' 59" West, 605.36 feet; thence South 02° 14' 32" West, 60.03 feet to a 3/4" iron pipe with plastic plug marked "RCE 15310", said point being the True Point of Beginning; thence, from said True Point of Beginning,
(1) South 02° 14' 01" West, 118.08 feet; thence,
(2) South 02° 14' 50" West, 205.76 feet; thence,
(3) North 87° 47' 14" West, 156.10 feet; thence,
(4) North 02° 12' 53" East, 293.91 feet; thence, non-tangentially, (5) Northeasterly, along the arc of a curve to the right, concave to the southeast, the center of which bears South 87° 47' 14" East, 30.00 feet, through a central angle of 90° 03' 54", a distance of 47.16 feet to a point of cusp; thence
(6) South 87° 45' 22" East, 126.23 feet to the True Point of Beginning.

Also Excepting therefrom mineral rights with right of surface entry in a manner that does not unreasonably interfere with Grantee's development and quiet enjoyment of the property as reserved in the "Quitclaim Deed ... " executed by United States of America, recorded December 15, 2004, Instrument No. 2004132661, and re-recorded February 8, 2005, Instrument No. 2005012847, Official Records, Monterey County.

PARCEL IX:

Beginning at a point on the north side of a sixty foot wide road shown as Colonel Durham Road on that map filed August 25, 2003, in Volume 26 Surveys at Page 102, from which the southeast corner of Parcel "1" as shown on that map filed September 27, 1996, in Volume 20 of Surveys at Page 71, records of Monterey County, California, bears South 2° 13' 43" East, 1290.75 feet; thence leaving said road, (1) North 2° 13' 43" East, 87.03 feet; thence,
(2) South 87° 46' 17" East, 168. 05 feet; thence
(3) South 2° 13' 43" West, 87.03 feet to a point on the north side of said road; thence, (4) along the north line of said road, South 87° 46' 17" East, 168.05 feet to the point of beginning.

Certain real property situate in the City of Seaside, County of Monterey, State of California, being a portion of the Fort Ord Military Reservation, Parcel 1, as shown on that map filed September 7, 1994, in Volume 19, Surveys, at Page 1, records of Monterey County, California, being more particularly described as follows: Beginning at a point on the north side of a sixty foot wide road shown as Colonel Durham Road on that map filed August 25, 2003, in Volume 26 Surveys at Page 102, from which the southeast corner of Parcel "1" as shown on that map filed September 27, 1996, in Volume 20, of Surveys at Page 71, records of Monterey County, California, bears South 2° 13' 43" East, 672.77 feet; thence leaving said road,
(1) North 2° 13' 43" East, 87.03 feet; thence
(2) South 87° 46' 17" East, 168.03 feet; thence
(3) South 2° 13' 43" West, 87.03 feet to a point on the north side of said road; thence, ( 4) along the north line of said road, South 87° 46' 17" East, 168.03 feet to the point of beginning.

Excepting therefrom mineral rights with right of surface entry in a manner that does not unreasonably interfere with Grantee's development and quiet enjoyment of the property as reserved in the "Quitclaim Deed ... " executed by United States of America, recorded December 15, 2004, Instrument No. 2004132661,and re-recorded February 8, 2005, Instrument No. 2005012847, Official Records, Monterey County. APN: 031-151-054 (Parcel I), 031-151-056 (Parcel II), 031-151-055 (Parcel III), 031-151-032 (Parcel IV) 031-151-031 (Parcel V), 031-151-029 (Parcel VI), 031-151-039 (Parcel VII), 031-151-040 (Parcel VIII), 031-261-004 (Parcel IX), 031-261-003 (Parcel X) 12425-000 l\2018343v2.doc
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EXHIBITB

LIST OF DOCUMENTS DELIVERED TO BUYER
The list of documents shall be determined during the Due Diligence Period.

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12425-0001120 I 8343v2.doc

EXHIBIT C

CONCEPTUAL PLAN
[SEE ATTACHED]
Packet Page 199
• A. 152 Single Family Homes
. B. Park
• C. 162 Large SFD Cluster Homes
r- 0. 24 Large SFD Cluster Homes
SURPLUS 11, Seaside, CA
tkoetf12,ZU4
KB · BAKEWELL SEASIDE VENTURES, LLC
E. 168 Townhomes
F. 45 Single Family Homes
G. 181 Apartments
H. Neighborhood Commercial
& Regional Commercial
. I. Flex-Tech Commercial
J. Hotel
Neighborhood Commercial = 119,730 SF
399 Parking Stalls Required / 457 Provided
Regional Commercial = 226,311 SF
754 Parking Stalls Required / 827 Provided
Flex-Tech Commercial Buildings= 57AOO SF
Totals
Single Family Detached
Townhomes
Total Housing Units
Apartments
=383 units
=168 units
=551 untts
=181 units

CONCEPTUAL LAND USE EXHIBIT
lll!Y,....,a,-,s.:,120B1n-.C\91$1l
-I
u ~ N
>
M
...

M
00 0 ~ V'I ~ N
...

N
Packet Page 200

EXHIBITD

FORM OF GRANT DEED

RECORDING REQUESTED BY,

AND WHEN RECORDED RETURN TO
(AND SEND TAX ST A TEMENTS TO):

Attn: _______ _
[SPACE ABOVE FOR RECORDER'S USE ONLY]
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383

GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF SEASIDE, a municipal corporation[, as successor agency to the Redevelopment Agency of the City of Seaside] (the "Grantor") hereby grants to _ _______ _ ("Grantee") the land in the City of Seaside, County of Monterey, State of California, more particularly described on Exhibit A attached hereto and all improvements thereon and all rights and appurtenances relating thereto (the "Property").

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.

Dated: ___ , 20_

CITY OF SEASIDE
By: ------- --- Print Name: _______ _
Mayor
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ACKNOWLEDGEMENT
State of California
County of Los Angeles
)
)
On ___________ , before me, _____ _________ _,
(insert name and title of the officer)
Notary Public, personally appeared ___________________ __ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ______________ _

ACKNOWLEDGEMENT
State of California
County of Los Angeles
)
)
(Seal)
On _________ __ , before me, ______________ _
(insert name and title of the officer)
Notary Public, personally appeared _____________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature. _______________ _ (Seal)
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12425-0001\20 I 8343v2.doc

EXHIBIT A
Legal Description of the Land
(Attached)
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EXHIBIT E

DEPICTION OF HAMMERHEAD BUILDINGS
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Hammer Head
Bu1ld1ngs
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Recording requested by,

EXHIBIT F

MEMORANDUM OF AGREEMENT
and when recorded return to:

Attn: ------ --
Memorandum of Agreement
THIS MEMORANDUM OF AGREEMENT ("Memorandum") is executed as of - ---~ 201_, by and between [SELLER], a [status] ("Seller"), and [BUYER], a [status] ("Buyer").

1. The parties have entered into that certain Purchase and Sale Agreement and Escrow Instructions dated as of ___ __ , 201_ (the "Agreement"), which is incorporated herein by reference as if fully set forth herein. All capitalized terms not defined herein shall have the meanings ascribed to them set forth in the Agreement.

2. Pursuant to the Agreement, Seller has agreed to sell to Buyer certain real property described on Exhibit A hereto (the "Property").

3. The parties desire to make Buyer's right to purchase the Property a matter of public record and therefore have caused this Memorandum to be recorded in the Official Records of [County], California. If there is any inconsistency between the Agreement and the Memorandum, the Agreement shall control and govern the rights and duties of Buyer and Seller. 12425-0001\20 I 8343v2.doc
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IN WITNESS WHEREOF, the parties have signed this Memorandum as of the date first above written.

BUYER: SELLER:
[BUYER], [SELLER],
a [status] a [status]
By: By:

Name: Name:

Title: Title:
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12425-000 l\20 18343v2.doc

EXHIBIT A
Legal Description of the Land
(Attached)
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SCHEDULE 5.7

STAFF HOURLY RATES
(Attached)
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CITY OF SEASIDE - Resource Management Services Department Cost Reimbursement Billina Rates - July 1, 2016 through December 31 , 2016 FULLY

BURDENED

HOURLY BILLING
RATE INDIRECT * COST ALLOCATION RA TE
NAME (FY 2016-2017) (FY 2016-2017)
Resources Management Services Administration, includes planning & Econ Dev DAVE FORTUNE 01 -0046 $ 90.21 11.37%
LEE MURRAY 01-1004 $ 58.67 11.37%
KURT OVERMYER 01-1113 $ 69.67 11.37%
STEARNS, GLORIA 01-1116 $ 61.73 11 .37%
SHARON MIKESELL 01-1014 $ 58.73 11 .37%
RICK MEDINA 01-0094 $ 75.36 11 .37%
Engineering Services:

RICK RIEDL 01-0713 $ 93.40 17.59%
SCOTT OTTMAR 01-0770 $ 66.38 17.59%
LESLIE LLANTERO 01 -0145 $ 73.86 17.59%
• The indirect cost allocation amount is billed as a separate line item. It is an allowable reimbursement cost per the City of Seaside Full Cost Allocation Plan, which was prepared by Mahoney & Associates Consulting. LLC. 12425-0001\20!8343v2.doc
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SCHEDULE 5.9

SCHEDULE OF PERFORMANCE

1. Within one (1) month after execution of the Agreement, the Seller (City) shall provide the Buyer (Developer) with the City of Seaside Development Application Submittal Checklist which includes all submittal requirements for a complete Specific Plan and/or Planned Development application and a Tentative Map application. The list of submittal requirements shall be of sufficient scope and detail so that when Developer completes the requirements, the City can make a finding that the entire application is " deemed complete".

2. Within six (6) months after the date Buyer (Developer) has delivered the Due Diligence Approval Notice, Developer shall deliver to the City a fully completed and executed development application for City staff to review and consider approval consisting of the following:

1. An application for a new Specific Plan and/or Planned Development for the "Surplus II" and "26 Acre Parcels" development area which is inclusive of all of the Property in accordance with the submittal requirements of the City for a complete application (i.e. requirements provided by the City in item 1 above).

11. A "Project Description" for use in establishing the scope of the CEQA review process.
m. A Tentative Map Application showing all lots and parcels of land to be subdivided and the preliminary grading, improvements and utility designs serving each lot.
1v. A Preliminary Phasing Plan for the Project
v. Supporting studies as necessary for a complete application of the items above.

3. Within ten (10) months after the Developer has submitted the completed Specific Plan and/or Planned Development Application and Tentative Map application, the City (in cooperation with Developer) shall prepare a draft Development Agreement and draft set of conditions of approval for the Project. Developer shall promptly provide comments to the City on the initial draft of the Agreement and subsequent drafts submitted by the City. 12425-000 I \20 l 8343v2.doc Packet Page 210

4. Within twelve (12) months after the Developer has submitted the completed Specific Plan Application and other documents in item 2, the City staff shall complete the CEQA analysis, project review and conduct all public hearings to consider approval of all discretionary entitlements necessary for construction of the Project including but not limited to, the Specific Plan, Planned Development, the CEQA review, the Tentative Map and the Development Agreement ("The Entitlement Approvals").

5. Within two (2) months after the Entitlement Approvals, Developer shall deliver to the City for City staff review and approval the following items:
i) Evidence of financing and a financing plan showing sources and uses as to how the Developer is capitalized and qualified to build the project. ("the Financing Plan")
ii) A schedule of development setting forth the proposed timetable for the commencement, substantial completion and final completion of the Project inclusive of any phasing and phase delivery schedules for the proposed project ("the Development Schedule").
iii) An organizational chart of the Developer that corresponds to the proposed Development Program ("the Organizational Chart").

6. Within nine (9) months after the Entitlement Approvals, Developer shall submit final grading plan, improvement plans and Final Map prepared substantially in conformance with the Approved Tentative Map for the project. If the project is Phased this shall pertain to the first Phase only as may be applicable.

7. Within three (3) months of submittal of the final grading plans, improvement plans and final map, the City shall review and approve these plans. The Final Map will be presented to the City Council for approval and recorded as soon as possible thereafter. 12425-0001\20 I 8343v2.doc Packet Page 211

CITY OF SEASIDE

STAFF REPORT
Item No.: 10.B.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Sheri Damon, City Attorney
DATE: September 19, 2024
SUBJECT: CONSIDER AMENDMENT TO THE AFFORDABLE HOUSING

AGREEMENT WITH KBB SEASIDE VENTURE LP FOR A PORTION

OF THE CAMPUS TOWN DEVELOPMENT

RECOMMENDATION
Consider amendment to the affordable housing agreement with KBB Seaside Venture LP for their portion of the campus town development.

BACKGROUND
On or about March 5, 2020, the Seaside City Council adopted Resolution 20-11 approving the Vesting Tentative Map and the Affordable Housing Agreement for the KBB Seaside Venture LP Campus Town project. The Affordable Housing Agreement outlined the initial plan for the construction of affordable housing units, including an alternative plan that better met the needs of both the City and the development.

Accordingly, inclusionary units, both rental and for-sale, were located both within the Campus Town Specific Plan area and off-site within other areas within the City of Seaside.

The initial Affordable Housing Plan covered the entire specific planning area and outlined an initial plan for the location and distribution of the inclusionary housing units.

There were a total of 225 units planned with a distributions of 74 very low, 78 low and 73 moderate units. After the initial adoption of the Campus Town Specific Plan was adopted, the environmental review for the project was challenged in court leading to a multi-year delay going all the way to the California Supreme Court and ultimately in which the City and the real party in interest prevailed. More recently, regulatory review of the demolition and removal has led to delays in certifying the property for residential reuse.

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Item No. 10.B. Page 2 of 3
Because of these delays the property transaction has changed from the original transaction. Now the project has a Phase 1A, 1B and 2. Additionally, some of the initial parcels are being exchanged for others, the most prominent is the Presidio of Monterey Fire station remaining in place. This has necessitated some updates to the construction and timing of the inclusionary units for the project and the updated table for the amended agreement reflects this change.

The amendment to the Affordable Housing Agreement clarifies KBB Seaside Venture LP obligation to build affordable units, since they are planning to construct 1,180 out of the 1,485 units allowed within the Campus Town Specific Planning Area. As clarified, KB will build 60 very low, 61 low and 59 moderate units totaling 180 actual units with an equivalency factor of 270.5 units. The equivalency factor is based upon receiving a “credit” for each very low in the ratio of 2:1 and for each low a ratio of 1.5:1. By applying the equivalency factor, this translates to a 22.9% affordability equivalence.

Another clarification included in the amended Inclusionary Housing Agreement is the identification of two in-fill sites to accommodate the off-site for sale housing. The two areas are City-owned parcels on Hilby adjacent to the Oldemeyer Center and on Canyon Del Rey across from Chili’s and Laguna Grande Park. The total number of units on these sites will total 23, with 8 units on the Hilby Sites and 15 units on the Canyon Del Rey sites. The two in-fill sites are to be acquired by KBB from the City, with work commencing within six (6) months of closing of Phase 1(B) or Phase II, whichever comes first. KBB will acquire the sites at a price to be determined by an appraisal, allowing for the Developer to break even on the acquisition, development and construction of the 23 units. The affordability level of these units has been raised to the moderate-income level (120% AMI) to accommodate workforce housing, such as entry level fire fighters, school teachers, nurses and others. The units are antiicipated to be one- and two-bedroom units with an average square footage of approximately 1,000 square feet.

The remainder of Campus Town parcels in the specific plan area will be required to comply with the Inclusionary Housing ordinance then in effect at the time of their development. At the current time, Seaside Municipal Code section 17.32.050 requires a 20% affordable housing construction, with the remaining number of units requiring 61 additional affordable units: 18 very low; 18 Low and 25 moderate.

The KBB Seaside Venture LP has been actively moving toward the implementation of its obligations under the AHA. In 2023 KBB Seaside Venture LP submitted a design review application for a 21-unit apartment building to be located at the Greater Victory Temple site. These are the units that were initially identified to be very low rental units, commencing construction upon the close of Phase 1A. Additionally, the final subdivision map for Phase 1A identifies where the four (4) inclusionary for-sale units (out of the 241 total) will be located.

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Item No. 10.B. Page 3 of 3
A Summary of the affordable unit distribution and affordable housing plan table is attached as Exhibit C for a representation of the plan.

FISCAL IMPACT
Positive

ATTACHMENTS

1. Resolution-AHA-amendment-final

2. Campus Town_ First Amendment to Affordable Housing Agreement(17001309.2)

3. Inclusionary Housing Matrix 9-19-24

4. AG 2020-148 Affordable Housing Agreement Campus Town - KB Bakewell Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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1 RESOLUTION NO. 24-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING THE AMENDED INCLUSIONARY HOUSING AGREEMENT
Recitals of Facts:

A. WHEREAS, on or about March 5, 2020, the City of Seaside approved the Inclusionary housing agreement for the Campus Town project; and
B. WHEREAS, KBB Seaside Venture has requested changes and claifications to the Inclusionary Housing Agreement as the project has increased the number of phases for development and off-site locations have been identified.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEASIDE, CALIFORNIA, AS FOLLOWS:

1. The City Council does hereby find that the above recitals are accurate and are hereby incorporated in and made part of this Resolution by this reference.

2. The City Council makes the following findings pursuant to the requirements of the California Environmental Quality Act:

A. Pursuant to the California Environmental Quality Act (“CEQA”) and the Agency’s local CEQA Guidelines, the City certified an Environmental Impact Report (EIR) on March 5, 2020 in connection with the City’s approval of the Campus Town Specific Plan, Development Agreement and Inclusionary Housing Agreement. Pursuant to CEQA Guidelines Section 15162, no subsequent or supplemental EIR or Negative Declaration is required in connection with subsequent discretionary approvals of the same project unless: (i) substantial changes are proposed to the project that indicate new or more severe impacts on the environment; (ii) substantial changes have occurred in the circumstances under which the project was previously reviewed that indicates new or more severe environmental impacts; or (iii) new important information shows the project will have new or more severe impacts than previously considered; or (iv) additional mitigation measures are now feasible to reduce impacts or different mitigation measures can be imposed to substantially reduce impacts.

3. The City Council finds that the Amended Affordable Housing Agreement contains all the elements for an Inclusionary Housing Agreement as required by Seaside Municipal Code §17.32.050.

4. The Affordable Housing Agreement includes an Inclusionary Housing Plan that proposes an alternative means of compliance with affordable housing requirements established by Seaside Municipal Code Chapter 17. 32, as allowed by Seaside Municipal Code § 17.32. 060.

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2 5. Consistent with the provisions of § 17. 32. 060:
a. The proposed alternative will better serve the needs of the City and complies with the purposes of Seaside Municipal Code Chapter 17.32. b. The alternative will not overly concentrate inclusionary units within any specific area.
c. The alternative will promote the feasibility of prompt construction of the inclusionary units on the property.

6. The City Council hereby approves the Amendment to the Inclusionary Housing Agreement on terms and provisions substantially in conformance with Exhibit A, attached hereto and incorporated herein by reference. The City Manager, with review and approval of the City Attorney, is authorized to sign minor refinements consistent with the Council’s approval of Exhibit A.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside, State of California on the ____th day of September, 2024.

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS

ABSTAIN COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
APPROVED:
_________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominque L. Davis, City Clerk
APPROVED AS TO FORM:
______________________________
Sheri L. Damon, City Attorney
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080807\17001309v2
1 This document is recorded for
the benefit of the City of Seaside
and is exempt from recording
fees pursuant to Government Code
Sections 6103 and 27383

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Seaside
Attn: City Clerk
440 Harcourt Avenue
Seaside, CA 93955
First Amendment to Affordable Housing Agreement
(“Campus Town”)
This First Amendment to the Affordable Housing Agreement (“Amendment”) is made and entered into this _____ day of ____________, 2024, by and between the KB Bakewell Seaside Venture II, LLC, a Delaware limited liability company (“Developer”), and the City of Seaside, a municipal corporation, and the City of Seaside in its capacity as the successor to the housing rights and obligations of the former Redevelopment Agency of the City of Seaside (collectively, “City”).

RECITALS
WHEREAS, Developer and City are parties to that certain Affordable Housing Agreement (“Campus Town”), dated March 6, 2020, and recorded in the Official Records of the County of Monterey on September 3, 2020 as Document No, 2020045776 (the “Affordable Housing Agreement”); and
WHEREAS, Developer and City now desire to enter into this Amendment to set forth certain revisions to the Affordable Housing Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Developer and City hereby agree to as follows:

1. Defined Terms. All defined terms used but not defined herein are defined in the Affordable Housing Agreement.

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080807\17001309v2
2 2. Amendment to Recitals. The recitals of the Agreement are hereby amended to reflect that (i) Developer proposes to develop a Project consisting of up to 1180 residential units; (ii) Developer proposes an alternative pursuant to SMC 17.32.06 to construct 180 Affordable Units on-site and off-site, which provides an equivalent of 270 affordable housing units for purposes of the Affordable Housing Ordinance, and (iii) there are other properties within the Campus Town Planning area which will be required to provide affordable housing consistent with the Affordable Housing Ordinance’s 20% affordable requirement.

3. Amendment to Exhibit C. Exhibit C attached to the Agreement is hereby deleted in its entirety and replaced with “Exhibit C” attached hereto. Developer and City hereby acknowledge and agree that the updated Exhibit C includes the following updates/revisions from the version of Exhibit C attached to the Agreement:
1) The City and Developer have agreed to the Hilby and Canyon Del Rey sites as suitable for the Offsite “For Sale” portion of the Agreement. The site location was previously unidentified in the Agreement.
2) The City and Developer have agreed that Developer will construct or cause to be constructed 23 one- and two-bedroom Offsite “For Sale” units at the Hilby and Canyon Del Ray sites with an average square footage of approximately 1000 square feet each. Prior to this Amendment, the Agreement provided for 24 Offsite “For Sale” units, with no requirements on size or design. 3) The 23 Offsite “For Sale” units will be made available to buyers that qualify at the Moderate-Income level (120% AMI). Prior to this Amendment, the Agreement provided that these units would be available at the Low Income level (80% AMI).
4) The City and Developer have agreed that the Hilby site and Canyon Del Rey site will be acquired by Developer at a price to be determined by an appraisal, allowing for the Developer to break even on the acquisition, development and construction of these 23 Offsite “For Sale” units. Prior to this Amendment, the Agreement did not address the purchase price for these sites, however it was generally assumed that the City would provide land to Developer at no cost. 5) The City and Developer agree that the Hilby and Canyon Del Rey sites can be built in phases. The land for the first phase will need to be acquired from the City with all approvals and permits in place to build the units upon acquisition. The first phase acquisition shall occur at the time the Developer purchases Phase 1B or Phase 2, whichever comes first. Development shall commence within 6 months of acquisition of each parcel. Prior to this Amendment, the Agreement provided that these units were to be built concurrent with Phase 1 (provided, the Agreement was signed before the City and Developer reached agreement that Phase 1 is to be bifurcated into Phase 1A and Phase 1B).

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080807\17001309v2
3 6) Revised Exhibit C also accounts for land swaps and additional properties being built by Developer at Campus Town, pursuant to the Second Amendment (“Second Amendment”) to Purchase and Sale Agreement and Escrow Instructions, dated February 6, 2017, for the property commonly referred to as Campus Town (“Purchase Agreement”), which Second Amendment is expected to be signed concurrently with this Amendment. Prior to this Amendment, the Agreement did not include or exclude these identified properties, as they were not part of the Purchase Agreement.

4. Amendment to Section 2.1. Section 2.1 of the Agreement is hereby amended to add the following at the end of the provision: “Exhibit C also identifies “Other Parcels” which are located within the Campus Town Planning Area and, should they be after acquired by Developer, they shall be developed in accordance with the number and distribution of units set forth in Exhibit C. Finally, where Exhibit C identifies off-site properties for construction of the affordable for sale units, the Developer agrees that, to the extent it is required to purchase property from the City, it will do so and begin construction of those units within six (6) months of the acquisition of the off-site properties.”

5. Amendment to Section 2.2. Section 2.2 of the Agreement is hereby amended to add the following at the end of the provision: “Exhibit C also identifies “Other Parcels” which are located within the Campus Town Planning Area and, should they be after acquired by Developer, they shall be developed in accordance with the number and distribution of units set forth in Exhibit C.”

6. Agreement. Except to the extent specifically provided herein, this Amendment is not intended nor does it modify, amend or revise in any way any of the provisions of the Agreement, and such Agreement remains in full force and effect as of the date hereof.

7. Counterparts. This Amendment may be executed in several counterparts all of which shall constitute one ame7ndment, binding on all parties hereto, notwithstanding that all of the parties are not signatories to the same counterpart.

8. Applicable Law. This Amendment and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of California.

9. Entire Agreement. This Amendment and the Agreement sets forth all (and is intended by all parties to be an integration of all) of the representations, warranties, promises, agreements and understandings of the parties hereto with respect to the subject matter hereof; and there are no representations, warranties, promises, agreements or understandings, written or oral, express or implied, among them other than as set forth or incorporated by reference herein.

10. Affirmation of Agreement. Except as and to the extent expressly set forth in this Amendment, the parties hereto hereby affirm the terms and provisions of the Agreement.

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080807\17001309v2
4 [Signatures appear on the following page]
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080807\17001309v2
5 IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

DEVELOPER:

KB BAKEWELL SEASIDE VENTURE II, LLC,
a Delaware limited liability company
By: ______________________________
Name: ______________________________
Its: ______________________________
CITY:

CITY OF SEASIDE
By: ______________________________
Name: ______________________________
Its: ______________________________
Approve as to form
____________________________________
City Atorney
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080807\17001309v2
6 STATE OF CALIFORNIA )
) ss:

COUNTY OF ______________ )
On ______________, 2024 before me, ______________________(here insert name of the officer), Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public
[Seal]
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080807\17001309v2
7 Packet Page 223
080807\17001309v2
8 STATE OF CALIORNIA )
) ss:

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

WITNESS my hand and official seal.

Signature of Notary Public
[Seal]
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080807\17001309v2
9 EXHIBIT C

NUMBER, LOCATION AND DISTRIBUTION OF AFFORDABLE UNITS
[ATTACHED]
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080807\17001309v2
10 EXHIBIT H

MAP AND SITE PLAN FOR HILLBY SITE AND CANYON DEL REY SITE [ATTACHED]
Packet Page 226
KB-B Parcels
I (A) Offsite - Victory Temple Apartments Rent 0 21 VLow 2 42 17.4% KB-Bakewell to build offsite units on Victory Temple Site KBB I(A)
I(A)
Onsite - Phase I(A)
Onsite - Phase I(A)
THs
SFDs-Alley
ForSale
ForSale
113
128
4 0
Mod
Mod
1 1
4 0

1.7%

0.0%
Located onsite in the Phase IA Dev Area as identified on the Final Map
KBB
KBB
Phase Sub Total 241 25 46 19.1%
1(B) /II Offsite - Hilby/Canyon Del Rey (1B/II) 5-plex/8-plex For Sale 0 23 Mod 1 23 9.5% Offsite on Hilby and Canyon Del Rey. KBB II
II
II
Onsite - (Phase II)
Onsite - (Phase II)
Onsite - (Phase II)
Apartments
Apartments
Apartments
Rent
Rent
Rent
100
39 61
0 Vlow
Low
Mod
2 1.5
1 78

91.5 0
260.0%
305.0%

0.0%
KB-Bakewell Land Dedication of 1-2 acres site in Phase 1B to an non-profit housing group. Potential for Senior
Affordable.

KBB
KBB
KBB
II
II
II
II
Onsite - (Phase II)
Onsite - (Phase II)
Onsite - (Phase II)
Onsite - (Phase II)
THs
SFDs-Alley
SFDs-Alley
SFDs-Alley
ForSale
For Sale
For Sale
ForSale
111
419
16 18
2 2
1 2
Mod
Mod
Mod
Mod
1 1
1 1
2 2
1 2

6.7%

3.3%

6.7%
Located in the Phase II DevArea
Located in the Phase II DevArea
SWAP - Monterey Salinas Transit (MST) (L2.4.3.1) APN: 031 Diocese of Monterey (L36A) APN: 031-151-037
KBB
KBB
KBB
KBB
Phase Sub Total 664 130 199.5 30.0%
III
III
III
Onsite - (Phase II)
Onsite - (Phase II)
Onsite - (Phase II)
Apartments
Apartments
Apartments
Rent
Rent
Rent
275
0 0
25 Vlow
Low
Mod
2 1.5
1 0
0 25

0.0%

9.1%
Market Rate Apartments with affordable component in
Campus Village Center by KB-Bakewell
KBB
KBB
KBB
Phase Sub Total 275 25 25 9.1%
Totals - KB-B Parcels 1180 180 15.3% 1.50 270.5 22.9%
Other Parcels
TBD
TBD
Onsite - (Phase II)
Onsite - (Phase II)
SFDs-Alley
SFDs-Alley
ForSale
ForSale
6 24
1 5
Mod
Mod
1 1
1 5

3.3%

16.7%
US Army (F5.2) APN: 031-151-043
Housing Authority Monterey Co. (L15.1) APN: 031-151-044 Other
Other
Phase Sub Total 30 6 6 20.0%
TBD
TBD
TBD
Onsite - (Phase II)
Onsite - (Phase II)
Onsite - (Phase II)
Apartments
Apartments
Apartments
Rent
Rent
Rent
275
18 18
19 Vlow
Low
Mod
2 1.5
1 36
27 19

13.1%

9.8%

6.9%
American Youth Hostel (L37) APN: 031-151-018 (North hal Other
Other
Other
Phase Sub Total 275 55 82 29.8%
Totals - Other Parcels 305 61 20.0% 1.44 88 28.9%
Totals - Specific Plan 1485 241 16.2% 1.49 358.5 24.1%
1) Allow Equivalent Inclusionary Units at the following Ratios:

VLow 2:1, Low 1.5:1, Mod 1:1
VLow 60 5.1% 120 10.2%
Low 61 5.2% 91.5 7.8%
2) All City Fees are waived for all affordable units (Onsite & Offsite) except time for building inspectors paid at cost.

Mod 59 5.0% 59 5.0%
KB-B Parcels 1180 180 15.3% 1.50 270.5 22.9%
3) Allow provisions for density bonus per statelaw.

VLow 18 5.9% 36 11.8%
4) Parcels in the Specific Plan not by KBB shall provide a minium of 20% EIUs on their respective parcels.

Low 18 5.9% 27 8.9%
Mod 25 8.2% 25 8.2%
5) Inclusionary Units to be completed prior to last occupancy of the market rate units in the respective AHA Phase.

OtherParcels 305 61 20.0% 1.44 88 28.9%
VLow 78 5.3% 156 10.5%
6) Hilby/Canyon Del Rey sites to be acquired by KB-B from City and commence work within 6 mo of the closing of
Phase 1(B) or Phase II, whichever comesfirst.

Low 79 5.3% 118.5 8.0%
Mod 84 5.7% 84 5.7%
Total SpecPlan 1485 241 16.2% 1.49 358.5 24.1%
Affordable Housing Agreement - Campus Town Specific Plan EXHIBIT C AHA
Phase Location (SP Phase) Housing Type
Ownership
Type
Total Units
(Onsite)
Inclusionary
Units
Income
Level
Equivalent
Inclusionary Equiv % of
X Units (EIUs) Phase Comments Builder
Additional Requirements:
9/19/2024
Packet Page 227
2020045776
Stephen L. Vagninl
Honterey County"Clerk-Recorder
09/03/2020 08:26 fill
Recorded at the request of:

CITY OF SEBSXDE
This document is recorded
for the benefit of the City
of Seaside and Is exempt
from recording fees
pursuant to government
Code Sections 6103 and
27383
Recording requested by
and When recorded mail
to:

City of Seaside
Attn: City Clerk
440 Harcourt Avenue
Seaside, CA 93955
Titles: 1
Fees; &8. 00
Taxes: $8. ®0
am PBIO: $0. ee
Pages: 86
.ill MT^il^'m'Tm^m 11
Space above reserved for use of county Recorder
Affordable Housing Agreement
("Campus Town")
t*<
THIS AGREEMENT, is made and entered into this (P day of March, 2020 by and between KB Bakewell Seaside Venture II, LLC, a Delaware limited liability company ("Developer"), whose principal offices are located at 5000 Executive Parkway, Suite 125, San Ramon, California 94583, and the City of Seaside, a municipal corporation, and the City of Seaside in its capacity as the successor to the housing rights and obligations of the former Redevelopment Agency of the City of Seaside (collectively "City").

RECITALS
WHEREAS, Developer is purchasing, and will be the owner and developer of, approximately 85 acres of real property located in the area between Gigling Road and Lightflghter Drive/Colonel Durham Road (APNs: 031-151-054 (Parcel I), 031-151-056 (Parcel II), 031- 151-055 (Parcel III), 031-151-032 (Parcel IV) 031-151-031 (Parcel V), 031-151-029 (Parcel VI), 031-151-039 (Parcel VII), 031-151-040 (Parcel VIII), 031-261-004 (Parcel IX), 031-261-003 (Parcel X)) that is described in the attached Exhibit A (the "Property"); and WHEREAS, Developer proposes to develop and construct 1,485 units consisting of single-family dwellings and townhouses, condominium units, apartments and associated improvements, (the "Project"), on the above-described Property; and
WHEREAS, the Project is required to include twenty (20%) percent or 297 affordable housing unit(s) pursuant to the City's Affordable Packet Page 228
a^ds csss^he seaside Municipal code ^e
,WHEREA.^the Devel?.?erPr°P°ses a" alternative pursuant to Seasic ^apa!, f:SC!e.!i°SMC'?A7-32-OMWhich-wili^^rt^2S^^ ^^S^^;Affo^ab!e, ^"te:^b^buir;on^te ^ ^" ^a.ndwhich.pr°vides ane.quivale"t of350"affordable housTng u'n'its for purposes of the Affordable Housing-0rdinance;"an7 ^rhlEn AS'.ttlc'ty..mayc°nsider amendjng the Affordable Housing ord.'.".ar":e to f":°m6te the 'onstructlonofw'orkForce'ho^ llllw',"9-aresyen. teldevel°Pmenttosubstitute'w^rkfo"roe'^ recorded mcome restrictions for moderate mcome'unite
req.L".red_bythe. AffordableHO"sI"90rdinance"aTt'hi efoil'owrn equ..ivalents; (.a). eac;h m°derate income unit-,sequivale'nt'to'tywo units ^^^force. housing-affordable to households eaminTa't^ telo.;"!^ SL^ ^^d!a^n(;t^. ^w^h^ode^^°^^'^ equ!vale"t:_t° three E"1its of workforce housing affortabie'to" ^ohu>se^'dis. e!.rnm9aLor:below 15° Percent °°farea"m"e'dj^ income Amendment"); and
^EREAS*'t,ls-the_'"ten-t'°.n of,Developer and the City to set forth In »gnreater^,etaLa.nd specificity wi^"~th^se"p'a^d^uymuenstccth^^s a"^c^ditio.n!lo rproducln.9'. rent!n9 and/orse'IHng'the Affort^'' S^^%£SEairable ""-^^-e^^ents
WHER£Asrit: ls th.e "1.tenti°n of Developer and the City that this A?^eme.nt. rLT. With the title to the P'-o'Perty and'be'bindin'g o'n'all Sltl1at. hav-.e orw"1 acquire any right' «tle, -orinterest1n's^d' Property, subject to the release pro'vlsfons herem'.

NOW.'-THEREFORE' '" c°"slderation of the foregoing, and of the mnuiu a^mslnd-<:ovenants hereinafter set forth; 'the'partfes' 'hereby ^cre^t^tDe.vdT^!^ILCOnstrudandProvideAff°'^ablTun^'a"sy In this Agreement,
s^lnl:Eeeait^. _De_pendi. ng. uP°n their context, certain words and ^".esu.sedJn-tt'SA-greement. shalLhave'the"sa"""s'mMn1"g"^'thaea ±SltLOT.^ alare. in^ude^7nlt heA rt"acble'H°^'i"cg^Z^ Sda^rases used in thls Agreement ^allhav'etT. e'mea'ni'ngs tt^are

1.1 1.2
Intentionally omitted.
°AAffi°';dable Hou_sln9.0rdina"ce", unless specifically modified by this Agreement, means-Chapter 17. 32 of the SeaisTde"Mu'n?c'ip'aTc'orde';n& Packet Page 229
^als°^ebdtaBe of this Agreement' a copy of which is attached L3 ^ffior.da.t'!e. ?wnerehlp cost". means the Initial sales price that meets the provisions of California Health and Safety'Code 50092"5° '"4 ^labte^mt-,(^Lmeans'. dePendi^ UPOn the c°"text, either one ^.more_°fthe affordable ownership or rentafhou~sing"un'fts, "the* t, rental and/or sale of which are regu1ated~by~thfe*

1.5 }.6
"Agreement" means this Affordable Housing Agreement.
lBin,ng."al"mearlseither ^a person wh° <=a" speak and read both ^91ischa,nd.spanLshiB. ngua9es'. °r 2) documentethat" a"re^^itteun' [n ; both English and Spanish, orboth.
1-7 :EU9{bleLwchasw", mwns pers.°nsand farn"ies °f 1°^ °r moderate 5"00°9n3e as clefined '" ca"fbmla Health a"d Safety Code section"

1.8 "Eligible Renter" means persons and families of low or i 5noo°c^e as defined '" ca"fo'-"'a Health and Safety Code sedHon"

1.9 1. 10

1. 11

1. 12

1. 13
^cesssates. proceeds" means ninety percent (90%) of the diLffTe.n,ctb^wntteMa_xlmumAilowabi^ ^s^ted^MarkrtvaJ.ueforan-Afforda~^Unir ^^^^ to be released from its Resale Agreement uponits sale." »MTSKA"°,mbte-sates_prlce" means the maximum price at which an.Aff°rdable unit maybe sow under the Affordabl'e"Ho^sii:
?^nhc^, ^e.Ma?!mum-Allowablesale'p"ceestab"s^ ?,ffi;r?,ab'e^"'t^the-abs°!ute maximum price that't'h'e'Develo'pTr"or ^Sa'^^^9^^!^ma^l^slc:^^^r LU"JtLj.heJ3eyd°Per or '"dividual owner maynot'cha?g'eo"r" !Se»a"yJdd J°"al am°unt. or "mpensatIon'foran'Affiortabte Unit reslardlessof wh.ether. the additional amount is\'l)fw optic up9rades°'"add't'o"al imP'"°vements tothe'unit, '2)'|rard 'throL ^rolor-outewe. ofescrow'^Paid~Pri^t°-'ater~o^supa'rtu^t'he purchase escrow or 4) paid in cashoMnkind'. l'Median_I"come° meansArea Median Income as defined In
Health and Safety Code Section 50093.
"M°delrate Inc°me" means the maidmum income for Pensons and ?«m!ferfL'w-°-rM°derate I"?om_^as defined in the Saiifom'ta and Safety Code Section 50093.

Zal^etJn^me-Level(s)" means'. dePendin9 UP°" the context, one or more of the three income levels (i.e:. Median" Income' and Packet Page 230
tf£KI ncome) to wh'ch the sale °f Affordable units -"^t be u4 ASILn?e,d,Fa":Mar_ket yalue: mear's the amount that a for-sale :lt^S^S?i'iJSSKS' Section 2. Standards for tncliisionary Units
^ Nurnbe-r' ,l-°caHon and Distrib"1-ion Of AfFnrdable Unlh;. The S?rs^^§^S'sb ^s^^, r"ay be.reasonably. aPP~ved"b'y'the'Q"ty°Ma^"and isK155iiSTSS5-':? ss=ilil^sa.

Qesfafl,.,^nd"a°"aryuntesha" be comparable in infrastructure K^eZe^S.a^w.^tes^ns^^^^^^^ r,^s',9rl<to.tile.market'rateun'te- I'"duslonary'u'ni?sl ^'ayy°beu ^a"^n^9gLTte^ze-a. ^havedi ren^^^^ ^ubrees?fTo^a^ate^mtes?]°ng. a!^inlteri°r'1^^^^ e'hof9TOdqJJ al'^andmnslstentwithco"tempora7yTt^d'aris ^Lnethous^provide^ howeve'-7notwithstan'di'ng&°asylds'ea ^USic.o.de, s^o^7:32,-°4°'interl°rfi^^ S^^£ron^rt3SSito2h?A^^^^^ 'TtoJ:hemteri°rf"1isihes °fthe on-site°For"Reni:''ma"rket° ^lube'tehe^um»b^°I tediwns "^e-,ndus"fonan;aun7te Lthe. same asth°se in the fbr-salemarket-ra'te'u'nrte. ?1a,t,Lth^r"arket-rate units Provlde moire than fo^te^m^1 ^ciTn. a?-umt. s,ne_e^notProYid_emors'than'fD^'b^^sl5'W^ =Kli[i^SS"sT ^a^i£S5S?^^se for- ^S^sus?^^l?.'i.'""
sa£tI^^iSS3i='.? SSSiiSSSSF rate single family unit in the project." i2
i3
Packet Page 231

2.4 2.5
LimHS on-OCCUDancv-. Developer shall comply with Chapter

17. 32. 020A. 2. In order to encourage the additional development of low and very-low units, Developer shall be entitfecfto the equivalents set forth in Section 17. 32. 020A. 2. a. and b. 'of 1. 5 units f°reach low income unit and 2 units for each additional very'low unit. ^ The^ Developer and the City agree that the Affordable Unit' phasing plan set forth on Exhibit C substantially complies with Chapter 17. 32. 020A. 2. If the City adopts the Workforce" Amendment and it becomes effective on or before the later to occur of the Close of Escrow on Phase 1 pursuant to the Purchase and Sale Agreement and Escrow Instructions by and between the City^and KB-Bakewell Seaside Venture, LLC, a California" limited' Hability company dated February 6, 2017 or Jun'e 21, 202T, Th~en Developer, at its election in its sole and absolute discretion", 'sh'al'l' have the right to substitute workforce units for the moderate income for-sale units required by the Affordable Housing Agreement at the ratios set forth in the WorMbrce Amendment.

DuratlpnofAffordabilitv Restriction. Each inclusionary unit produced shall be tegally restricted to occupancy by households of the income Jevels for which the unit was designated, for a minimum of 45 years for "for sale" units and 55 years for 'rental" units.
3 Compliance Procedun^
2J.
i2
Inclijsipnary Housing Plan. Developer agrees to provide a more specific Incluslonary Housing Plan addressing the requirements'of Chapter 17. 32. 050 B. However, the initial number7sizea'nd" general location or phasing-of very low, low- and moderate as shown on Exhibit C shall constitute the initial Indusionary Housing Plan for purposes of approval. Minor modifications or reflnements of the Initial Inclustonary Housing Plan, which do not reduce the' number of affordable units below 297, as adjusted for income equiyalency or reduce the percentage of affordable units identified -. ^^c be}fw twenty Percent taking into consideration any equivalency offsets, may be made prior to the approval of a Final Map and issuance of any building permit on the Project or Project phase with the reasonable approval of the City Manager and Cit Attorney.

Elnibillty for Occupying IndusionaqJJnttS. Developer shall with the requirements of Sections 17.32. Q70.A and 17. 32^090. A.' governing income eligibility of initial occupants, whether rental or ?w."Jirsh'p- Devel°Per shall retain the services of an independent third-party, which is mutually agreeable to City, to verity income and other eligibility requirements for occupancy of rental and forsals units. Upon concurrence of the City Manager and City Attorney, the foregoing third-party verifler may be waived if the assignee of Developer has appropriate qualifications to conduct Packet Page 232
such eligibility requirements.
p^'.c"1q_°f, Aff°r'datlle Llr"hs- Reveloper shall sell each Affordable "sr-sa^e"unit for. a price that the'eligible household wiTl pay an affordable ownership cost as defined m California Heaith'and Safety Code section 50052.5. Each Affordable "For Sale"unit shall be. encumt'. erecl by.a deed restriction in substantially the form of xwtEI lim.itin9 the transferability, occupancy and resale of such affordable unit in accordance with SMC Section 17. 32. 086^ to be~ recorded concurrently with the sale of such unit to itsln^tial" occupants. Developer shall ensure that "For Rent" Units are provided at an Affordable Rent as that term is defined in Califbrnia Health and Safety section 50053 and that "For Renf'unitsare' restricted. by.e. ithe£.deed restrictions or a regulatory agreement for benefit of the City, requiring ongoing compliance with the requirements ofSMC 17. 32. 090, In substantially the form as' Exhibit G.

R?COrdatjon and Release of Aareenwnf. This Agreement shall be recorded against the title to the Property prior to theTecordation of Final^ Subdivision Map(s) for the Project. Upon the recordaUon' Final Subdivision Map(s), the City shall release from Vhis" Agreement all parcels created by the "Final Subdivision MaD'Cs) that are not designated as Affordable Units. At the closing of'the'sale' ?^.?Y-l??^el containin9a" Affordable "For Sale'' Unft, the City shall release such parcel from this Agreement, subjert to the ?^SJ..ITT^. reaT.clati°" °ft-h? deed'. estriction upon such parcel substenually in the form of Exhibit E hereto. At'thecTosirigofthe S^. °-f-?"^_parc^ containm9 an. Affordable "For Renf'UniC theOty shall release such parcel from this Agreement upon the issuance of construction financing for the Affordable "For-Rent" Units and subject to the concurrent recordation of a regulator/agreement upon such parcel substantially in the form ofExhibit Ghereto7 d Marketing and Sales of Affordable LJnih:

3.4 ±1
4,2
General Provisions. Except where this Agreement provides otherwise. Developer shall follow the procedures and comDlv with the requirements of Section 17. 32 and 17. 33 oTthe'Seas'ide' Municipal Code when marketing, selling and renting the Affordable Units.
,L°caLar'deilinqu. 31 ,MarkRHna- To the extent allowed by applicable r. Developer shall make reasonable efforts to sell Affordabfe Units to buyers who live or work within the Seaside City Limits. To the extent necessary to ensure compliance with State and Federal .
ir h.°.l!s'"g laws, .Developer shall employ bilinguaistaffor a flrm wlth. b!!ln9ual_staffto market tt1e Affordable Unite-and-shall "prepare and use bilingual sales and marketing materials fortheAfforclabFe Units.

Packet Page 233

4.3 4,4
ye"f'cati°" °f BUYer E!iaibilite. No earlier than Fifteen (15) days prior to close of escrow for the sale of each Affordable "For sale" l-lnit' the Developer shall provide or cause to be provided verification to the City (or an update of any previous
verification) that the buyer's income does not exceed the maximum allowed for the Target Income Level for that unit. No later than seven (7) days following receipt of DeveToper's submission of such income verification, the City shall provide written notice to Developer if the City disputes'the income-' qualification of the proposed buyer.
rndividual Regulatory. Security and Disclosure Documents. Prior to the sale of each Affordable Unit, Developer shall ensure that:

Al The buyer signs a Buyer's Occupancy and Resale
Agreement with Option to Purchase (hereinafter "Resale
Agreement"), which is In the form that is attached as
Exhibit E to this Agreement. The Resale Agreements'shall be^ecorded against the title to each unit immediately'
following the liens for any loans that are obtained by the home buyer to finance the purchase of the unit.

AA2 The buyer signs a Deed of Trust, which is in the form that is attached as Exhibit F to this Agreement, to secure
performance of the buyer's obligations under the Resale Agreement including, should the buyer fail to compf/with Uie terms of the Resale Agreement, payment of Excess
Sales Proceeds. The Deed of Trust shall be recorded
a9ainst the title to the unit following the liens for any loans that are obtained by the home buyer to finance the
purchase of the unit.

AA3 The buyer signs a Disclosure concerning the Affordable Housing Ordinance, the Resale Agreement and the'Deed of Trust, which is in a form that wlll'be provided or
approved by the City Manager and City Attorney.

S?S^L-F-a."^e-?Lth<! Devel°Pert° cure any default in the Developer's u"der the terms of th is Agreement within Sixty (60)
after the delivery of a notice of default from the City (or "where'the' ^.fa^Lt-!!-?f.tLhe.n?ture which cannot be cured within'such Ninety~(90)- day period, the failure of the Developer to commence to~cure"suc'h* defau withi" one-Hundred Twenty'(120)-day period orto'proceed djllgentjy_tp complete the cure of such a default within'One-'Hundred Eislhty_(180) days.wi." constitute a default under the DeveFopment' A.greementa.nd a fa"ure to satisfy the land use conditions of approval with respect to the Property and the requirements of the'AffordabTe" Housing Ordinance; and the City may exercise any and allrameclies aYa.'.lablet°. 't with resPect to ths Developer's failure to satisfy'the" requirements of the Development Agreement and land use conditions Packet Page 234
ofappr.wah'nclu.din.g but "°t limited to ths withholding of buili permits for the Market Units within the Subject Prop'erty" 5J. Pross_Default. ^f Developer and the City have entered Into a Development Agreement as part of City's approvaTfor this prolect' a default undel"thls Agreement sha'iralso'canstitute a under the Development Agreement.
6 2.ther-pr°v!smr''i-_Th. e fo"owin9 terms and conditions shall also apply to ttisA8reeme"t and the development and saTe'ofthe AffordabV^'ite" that are governed by this Agreement.
6°1 T!m\°f Aqreempnr- This Agreement of shall remain In force .
^e,!ater°f. (')_six (6). iTlonths following thesaleof'the'Tast Aff°rdat>le "For sale" ur1jtto an mcome-qua'lifled'initia'l' or (II) the date of recordation of a Rental'Unit Affordable "''"' Housing Regulatory_Agreement for the apartment"buildi'r containing the last Affordable "For Rent" Unit.

Terni of AffordabilitY. Each Affordable "For Sale" Unit shall remain affordable for a minimum period of Fortv-Five
yearsfr?m. the date °f its sate by Developer to an income'- qualified mitial buyer. Each Affordable "For Rent" UnTshall re-mam aff°rdabJe. for-cl minimum period of Fifty-~Fjve' from.-the. date ofth_e first OCCUPancy of a Rental Unit'afte^ t'he" recorl:lati°n°f the Rental unit Affortable Housmg
Agreement for the apartment building" contain'ing suc!h"u'nit1. 63 seasy?_Muni<:ip?1 cods- unless the text of this Agreement specifies otherwise, any reference to a Section nJmber'isa reference to the Seaside Municipal Code.
&&. Mo Joint Venture or Parf-norehir. Nothing contained in this ; or any document executed with this Agreement shall
LC2nJitruedas creatin9 a Joint venture or partnership between" Developer.
6,2
6^
6^
Repprtinq gnd Compliance Monitnriry. Compliance with the re^uirementsiofthls.Aclreement covering the initial sate of the Affordable Units shall be reported to the'City'by'the'
S'1-a-form reasonably acceptable to the City Managed o'r'hte'' ae; Developer shall provide the City with other reports as reasonably required by the City to verify compliance' with'thTs" Aj?p°intmer*t. ':'fother A'lPnriP-i. At its sole discretion, Cit s'..appomt °r c°ntrad with any other public agency, fo'r- ,
f't°[,n°"'profit °^nizaVon to perform the city's'Sbiigati'c this Agreement.
&2 Burden to Ryn with Prpppr+y. The covenants and conditions Packet Page 235
herein contained shall apply to and bind the heirs, executors, administrators, successors, transferees, and assFgnees'ofalll'the parties having or acquiring any right, title or interestTn or~to any part of the Property and shalFrun with and burcten'the' Property until terminated or released in accordance'w'ith the prov'sl°rls hereof- Prior to the issuance of building permits, 'the shall expressly make the conditions and covenants
contained in this Agreement a part of any deed orother' mstrument conveying any interest in the'Property.

Notwithstanding anything to the contrary set'forth in this Agreement, Individual purchasers of units pursuant to
I approved public report in compliance with the'California' su.bdiyl.del:l_La.rld.s Act' and .mortgage lenders holding deeds of tm-st°". s"c11 i"div!clualun":s after"sale to such purchaser^ not be subject to the terms of this Agreement; and the
terms of this Agreement shall be of no further force or effect with respect to such completed unit on the date'of'the
recortatlonofa deed to the individual purchaser-(with
to Affordable "For Sale" Units) or the date of the rec'ordation'of Unit Affordable Housing Regulatory Agreement for the
apartment bulldmg containing such unit (with respect to Affordable 'For Rent" Units).
&S Hold Harmless. Developer will indemnify and hold harmless »mit as to amount) City and its elected offlcia Is,"
°fficers'fmpl°yees. and a9ents in their offlciaTcapacity (hereinafter collectively referred to as "Indemnitees;;)', 'and of them, from and against all lass, all risk of loss'and'ail' damage (including expense) sustained or incurred because of °rJiy-reas°"_°f any and a"daims, demands7suits, -actions,' and executions for damages of any and every kind
an ^ y whomeYer and whenever made or obtained,
caused by, arising out of or relating in any mannertoYhe development of the Property or the sale ofunits'on'the" property'. arld shan Protect and defend Indemnities, and any of them with respect thereto; provided, however/that
not be required to indemnify, defend or hold harmless"
Indemnitees from claims, losses, damages, costs'and'
expenses^ related to the negligence or willful misconduct of' the Indemnitees.
&S. tosurance. Developer shall obtain, at its expense,
comprehensive general liability insurance for the'
: the Property naming Indemnities as additional namecT
Insured's with aggregate limits of not less than Two- Million D°N.an-($2'o.clo;ooo) for bodlly in^uryand deat'h and property ?^T1°"??-' Irlcludln9 coverage for contractual liability and products and completed operations purchased by Developer an Insurance company duly licensed to engage inthe'
business oUssuing such insurance in the State, with a cun-ent Best's Key Rating of not less than A-V, such insurance to be' Packet Page 236
evLdenc.e.<:l by an end°rsement which so provides and delivered toj:heCity Clerk prior to the Issuance of "any buiidlng permit"for development of the Property.
6^0 Becordinq of Agreement. The parties hereto shall cause this Agreement to be recorded against the Property'in the'officlal Records of the County of Monterey.

S^l Mortgage's ProteEtlon. No violation or breach of the covenants. s, restrictions, provisions or limitations contained'in'this Agreementshalj. def'eat °r .render invaNd or in any way 7mpaii:'the or charge of any permitted deed of trust recorded on'tfte" Property provided, however, that any subsequent'owner'oyt he propertyshallbe t'°.und by the covenants, conditions, 'restrictions. ^imtations and: provisions of this Agreement,"whethe-r suchowne^s title was acquired by foreclosure, deed IrTlieu of foreclosure^ trustee's sale or otherwise. --. -. -.-.-,
fi.12

6. 13

6. 14

6. 15

6. 16

6. 17
Est°,ppeL<:ertififfl!:e;.. UP°n the re0"est of the Developer, the Cit I, through the City Manager, provide Developer and
5°terluaLler^er°r, purchase1'' wlth an estoppel certificateb'y which ?-e-ci^c°nflrms that. neither Developer no7theCity[s^n defaul't" S.ereof(or^ettin9 forth such defaults) and cQnfirmfn'g'suc'h'other'' matters as Developer or such potential lende? or
may_reasonably request and the addressees of suchTest
certificates shall be entitled to rely upon the Infbrmation'CTtained Trd.partY BeneficiariRR. This Agreement is made for the sole pr°tectk"1 a"dbenefit of City, and its permitted Successore" No other person shall have the right of action based on"
provision of this Agreement.

Warranties. ^ Each party executing this Agreement warrants haye to^legal right to bind their respective parUes'and'encumbe'r Applicat>le Law. This Agreement shall be construed and
enforced '" a.t:c°rtfa"t:e with the laws of the State'of California. shall be the County of Monterey.

P@rtial_Invq|[ditY pr UnRnforceahilify. if any provision of this shafl be determined bya court" to be invalid and/or
u."en,f°''ceable'°1"lf any Provision'of this Agreement'is'rend'ered '.w.alld^°runenf°rceabl. e acc°"""g to the terms'ofany statulte'" he State of California which became effective after the eifect!ve_date °f thls Agreement, then the remaTnTng'provisions o^this Agreement shalF nevertheless remain" in'fullforc'e'an'd' Notices and Correspppdenrp. Any notices and correspondence Packet Page 237
concerning this Agreement shall be sent to the parties at the following addresses:

City
Clerk
Community Development Department
440 Harcourt Ave
Seaside, CA 93955
Electronic Copy to:

CitvaUarneyfaci. ^aside. ca. us
Developer
Contact Name
co
Address
City, State Zip
In Witness Whereof, the parties have executed this Affordable Housing .Agreement as oftheday and year written above.

Packet Page 238
KB Bakewell Seaside Venture II. LLC.
a Delaware limited liability company
Title

ACKNOWLEDGMENT
A notaiy pnbUc or other officer complctmg fliis
cenificate ymfics only the identity ofttBm*5(h5
who sipied the document to wfiici fliis cerificate'fa
attached, _and not Uie tiuliifiilncss, acamcy. ''w
validity of (hat document ' ~~~~-"

STATE OF CALIFORNIA

COUNTY OF MONTEEEY
On
appeared
before me,
-;
fhc Perao°<SJ. w^"^°(s) Ware sutecribed to^^thin iS^ro^dS .mL°n.,S5flrf8B?fe':to? cndmce-to~to &^^^»/^^^^^^K^^^^^a^y. tome^t. ^^Bleoa^ enti^)'uponbrf, dftfSZp^^^^^^^<') °«fc ms«nmentAe~per»^'»"A; >*'
^^ PENALTY OF ^^^^S^C^^^^^^^ I
correct
WITNESS my hand and official seaL
^
Place Notuyikal Above
Signatm-e ofNoiay FuUic
Packet Page 239
CAUFORNEA ALL-PURPQSE ACKNOWLEDGEME:;-
,
;^Iy,5USC^I.O;herom=wca"p!stinS. ihls csrtffteste veriffi. s only tte Kswty of ths ^ciivM;,. -! S^S:S^^'^^a^^^S^^^£^^^

STATE OF

COUNHOF
California
Contra Costa
)SS
On -August 17, 7p?p_
au^NAL7Y OF PERJURY undff the laws ofthe state of califbrni^» ^ fb^ng pa^ph is WTTNESS my hand and official seal,
Signature
My Cbmmisston Expires: Mar 16, 2021
htotary Name: Sara L. Robbins
Notary ReglstraUon Number: 2186676
'b^--A '" '^~-A-. /v-^. -" "~ -~^Lfl
KaftrrftiiMt. Ccmwnlt
BanreCoEttGouiA 'I
y Cotwnlttlorff ZISSOT. S
. tijrCMSLEirtrti fir 16, SO; I;
%-.>**». -v
This area for official notarialseal
Notary Phone: 925-983-4524
County of Principal Place of Business: Contra Costa

Page 1 of 1 ends

Seaside City CouncilSeptember 19, 2024

Seaside City Council
September 19, 2024