Industrial Relations. The City Council approved the contract with Badger Meter, Inc. on May 9, 2023.
Badger meters include endpoints that operate by transmitting a cellular signal from the meter box underground to a commercial cellular tower. Like with other cellular devices, transmission of this signal can be blocked by thick materials—particularly steel and concrete. Vallejo’s current meter box lids will inhibit this signal, likely preventing collection of meter reads and alarms in most cases. A non-metal (preferably polymer) lid with a thru-hole for the endpoint antenna is recommended by the manufacturer for proper installation of its endpoints.
Failure to replace lids could result in diminished signal strength from endpoints and will lower read rate and prevent timely and accurate billing for customers; and a lack of data availability will hinder Vallejo’s ability to alert customers of potential leaks or other service-related issues.
Throughout the metering system technology integration and deployment planning discussions, it was brought to the attention of Water Department staff that existing concrete lids on meter boxes would reduce the battery life of the installed meters by as much as 50% (from 20 years to 10 years), as well as impede the ability of the meter to send out a cellular signal to record real-time data. It was the decision of staff to pursue replacement of the meter lids with alternative materials.
A Request for Proposal (RFP) was issued on February 28, 2024, seeking a materials vendor for meter box lid bids. On March 14, 2024, the Water Department received three proposals for meter box lids to meet specifications designed for optimal use with cellular meter endpoints. Staff identified Aqua Metrics as the lowest apparent bid to provide non-metal and non-concrete lids to optimize the cellular transmission from the meter to the cellular tower and to optimize the battery life of the meters.
FISCAL IMPACT
The cost of AMI implementation is funded by the City of Vallejo Series 2021 Tax Exempt Water Revenue Bonds as well as a $2 million grant from the United States Bureau of Reclamation (USBR). There is no impact on the General Fund.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, pursuant to CEQA Guideline section 15061(b)(3) (the “common sense” exemption).
ATTACHMENTS
1. Aqua-Metrics - Resolution_CAO
2. Equipment Purchase Agreement Aqua Metric CAO Stamp
3. Aqua-Metric - COI_EXP(07.01.2025)
4. Aqua-Metric - Business License
5. Meter Box Lids - Invitation For Bid_Final_Amended
6. Aqua-Metric - Bid
CONTACT
Beth Schoenberger, Water Director
[email protected]
Approved as to form:
By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 24-________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING A
MATERIALS CONTRACT WITH AQUA METRICS FOR A NOT-TO-EXCEED AMOUNT OF $1,354,930.00, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME WHEREAS, on May 9, 2023, the Vallejo City Council approved the contract with Badger Meter, Inc. and authorized the City Manager of the City of Vallejo to execute a Consultant and Professional Services and Construction Services agreement; and WHEREAS, the Vallejo City Council allowed for change orders to the contract within the not-to- exceed contract amount of $15,669,387; and
WHEREAS, the Vallejo Water Department was made aware that concrete lids on meter boxes would reduce the battery life of the installed meters by as much as 50% (from 20 years to 10 years); and
WHEREAS, it was the decision of the Water Department to pursue replacement of the meter lids with alternative materials; and
WHEREAS, a Request for Proposal (RFP) was issued on February 28, 2024, seeking a materials vendor for meter box lid bids; and
WHEREAS, on March 14, 2024, the Water Department received three proposals for meter box lids designed for optimal use with cellular endpoints; and WHEREAS, staff identified Aqua Metrics as the lowest apparent bid to provide non-metal and non-concrete lids to optimize cellular transmission from the meters and to optimize the battery life of the meters.
NOW THEREFORE, BE IT RESOLVED that the City Council hereby approves the materials contract with Aqua Metris for a not-to-exceed amount of $1,354,930 and authorizes the City Manager to execute the same.
ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on July 23, 2024, with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
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INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
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(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
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AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
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DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
7/2/2024
Arthur J. Gallagher Risk Management Services, LLC
18201 Von Karman Ave
Suite #200
Irvine CA 92612
562-901-4631
[email protected]
License#: 0D69293
Allmerica Financial Benefit Insurance Co
41840
Massachusetts Bay Insurance Company
22306
Thirkettle Corporation dba Utiliuse
dba Aqua Metric Sales Company
4050 Flat Rock Drive
Riverside CA 92505
Hanover Insurance Company
22292
637736749
B
X
1,000,000
X
100,000
10,000
1,000,000
2,000,000
X
ZD3-A664940-09
7/1/2024
7/1/2025
2,000,000
Emp Ben.
1,000,000
A
1,000,000
X
X
X
AW3-A665023-09
7/1/2024
7/1/2025
C
X
WH3-A652982-09
7/1/2024
7/1/2025
1,000,000
1,000,000
1,000,000
RE: Project: Meter Box Lids
Proof of Coverage
City of Vallejo - Water Department
c/o Office of the City Clerk
555 Santa Clara St.,
Vallejo, CA 94590
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NOTICE OF INVITATION FOR BIDS
WATER METER BOX LIDS
The City of Vallejo Water Department (City) is soliciting bids from suppliers (hereinafter “Bidders" or “Suppliers”) to provide AMI compatible polymer water meter box lids to be delivered on a cadence from a pre -determined schedule. The City may make multiple awards in order to provide alternate sources to ensure continuity of supply if meeting the City’s requirements within an acceptable time period exceeds the capacity or capability of the primary supplier(s). The City ma y make separate awards for any item or category/group of items to the lowest responsible Bidders for such items or category/group of items. Please reference the bid sheet for complete details.
Notice is hereby given that sealed bids must be received by the City by 2:00 PM on March 14, 2024, at which time they will be publicly opened and read aloud in the Council Chambers of City Hall (555 Santa Clara St). Sealed bids must be addressed and marked as follows:
Invitation for Bids – Meter Box Lids
Melissa Cansdale, P.E.
Water Resources Manager
City of Vallejo – Water Department
c/o Office of the City Clerk
555 Santa Clara St.
Vallejo, CA 94590
SEALED BID – DO NOT OPEN WITH REGULAR MAIL
Documents, including the Bid documents, insurance forms and sample contract may be inspected and obtained online at:
https://www.cityofvallejo.net/doing_business/bids___proposals (note three underscores between “bids” and “proposals”)
Users of documents posted on the internet in electronic form are cautioned that the City of Vallejo does not assume any liability or responsibility based on these electronic files for any defective or incomplete copying, excerpting, scanning, faxing or downloading of the contract documents.
The City of Vallejo reserves the right to reject any or all bids or portions thereof, to accept a bid or portion thereof, and to waive any informality. If you have any questions regarding this bid, please contact:
Melissa Cansdale, P.E.
Water Resources Manager
City of Vallejo Water Department
[email protected]
Office: 707-553-7223
Dated: February 28, 2024
IFB – METER BOX LIDS Page 2 of 29
WATER DEPARTMENT
DISTRIBUTION DIVISION
INVITATION FOR BIDS
FOR
WATER METER BOX LIDS
Date Scheduled Item
February 28, 2024 Release of Bid
March 14, 2024; 2:00pm Due Date for submissions
Feb 15-18, 2024 City Review of Submitted Bid Responses
IFB – METER BOX LIDS Page 3 of 29
Table of Contents
SECTION I: DISCLOSURE .............................................................................................................. 4 SECTION II: INTRODUCTION & BACKGROUND ......................................................................... 4 SECTION III: INSTRUCTIONS TO BIDDERS .................................................................................. 6 SECTION IV: EVALUATION AND AWARD OF CONTRACT ......................................................... 6 SECTION V: PROPOSAL FORM .................................................................................................... 9 SECTION VI: BID SHEET .............................................................................................................. 10 SECTION vII: BIDDER'S BOND .................................................................................................... 14 SECTION Viii: NONDISCRIMINATION CLAUSE .......................................................................... 16 APPENDIX A: SAMPLE CONTRACT for METER BOX LIDS ...................................................... 17
IFB – METER BOX LIDS Page 4 of 29
CITY OF VALLEJO
WATER DEPARTMENT
METER BOX LIDS
SECTION I: DISCLOSURE
This Invitation for Bid is not a commitment or contract of any kind. The City of Vallejo (“City”) reserves the right to reject all bids. Costs for developing the bid responses are entirely the responsibility of the Bidder and shall not be reimbursed. Bidders are cautioned against incurring any additional cost in anticipation of award.
The City reserves the right to withdraw this solicitation at any time without prior notice. Further, the City makes no representations that any contract will be awarded to any Bidder.
Information submitted in response to the bid is subject to disclosure under the California Public Records Act and other applicable public records laws. If the City receives a request for any documents submitted in response to a bid, the City will not assert any exceptions or privileges that may exist on behalf of the person or business submitting the bid. All responses submitted to City of Vallejo become the property of the City. Bidders should assume that bid documents will be released to the public if requested.
Submission of bids indicates acceptance by the Bidder of the terms and conditions contained in these bid documents and as included in the sample contract contained herein.
Attention is directed to the provisions of Public Contract Code Sections 5100 to 5107, inclusive, concerning relief of Bidders and in particular to the requirement therein, that if the Bidder claims a mistake was made in the bid presented, the Bidder shall give the City written notice within 5 days after the opening of the bids of the alleged mistake, specifying in the notice in detail how the mistake occurred.
Submitted bids may be withdrawn at any time prior to the date fixed for the opening of b i d s only by written request for the withdrawal of the bid filed at the location at which the b i d was received by the City. The request shall be executed by the Bidder or the Bidder 's duly authorized representative.
The withdrawal of a bid does not prejudice the right to file a new bid as long as such bid is submitted within the time frame set forth herein .
SECTION II: INTRODUCTION & BACKGROUND
The City is soliciting bids from qualified suppliers for polymer-based meter box lids to support the installation and functionality of a Badger ORION cellular endpoint that was selected for the roll out of the Advanced Metering Infrastructure Capital Improvement Project in accordance with the Bid Sheet described in the Bid Documents and all applicable Federal and California State laws and regulations pertaining to meter box lid specifications. The City will select a supplier based on the lowest responsible Bidder.
It shall be the responsibility of the Bidder to provide all equipment as noted on time and as directed by
IFB – METER BOX LIDS Page 5 of 29
the delivery schedule.
No bid will be considered unless it is made on the Proposal forms included herein. Each bid must be accompanied by cash, a cashier’s check, certified check or Bidder’s bond made payable to the City of Vallejo in the amount of ten percent (10%) of the total bid amount as bid security. Bid bonds shall be issued by a corporate surety duly admitted and authorized to issue bonds and undertakings by the State of California and on the form provided by the City.
Bidders are advised that this project is subject to all federal, state and local nondiscrimination laws including those set forth in Vallejo Municipal Code sections 2.72.030 and 2.72.040.
All contact documents and proposal forms may be obtained from the City of Vallejo website,
https://www.cityofvallejo.net/doing_business/bids___proposals (note three underscores between “bids” and “proposals”)
The website will provide a link to PlanetBids. Interested Bidders may register as Planholders (only plan holders receive information regarding addenda, and other notices from the city) online via the PlanetBids website (no cost). Users of documents posted on the internet in electronic form are cautioned that the City does not assume any liability or responsibility based on these electronic files for any defective or incomplete copying, excerpting, scanning, faxing or downloading of the Contract Documents.
Complete sets of Contract Documents shall be used in preparing bids; neither the City nor the Acting Water Engineering Manager assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Contract Documents.
The bid security for the three acceptable lowest Bidders shall be retained until the City Council has awarded a Contract to the successful Bidder. All other Bidder’s bid security shall be returned to the Bidder.
The City reserves the right to reject any or all bids or portions thereof. To accept a bid or portion thereof or to waive any minor irregularity.
For questions regarding this Bid, please contact:
Melissa Cansdale, P.E.
Water Resources Manager
City of Vallejo Water Department
[email protected]
Office: 707-553-7223
The Water Department consists of the Engineering, Distribution, Treatment Plant Operations, Facilities, Water Quality, and Administrative Divisions that work together and independently to provide a variety of maintenance, operations, engineering, and procurement services to our water customers. The Department is overseen by the Water Director, who provides budgetary and management direction. The AMI project is under the purview of the Engineering and Distribution Divisions of the Water Department.
IFB – METER BOX LIDS Page 6 of 29
SECTION III: INSTRUCTIONS TO BIDDERS
1. Submission Deadline. Sealed bids must be submitted on or before 2:00 p.m. on March 14, 2024, at which time they will be publicly opened and read aloud in the City Council Chambers located at City Hall (555 Santa Clara St). Sealed bids must be addressed and marked as follows:
Invitation for Bids – Meter Box Lids
Melissa Cansdale, P.E.
Water Resources Manager
City of Vallejo – Water Department
c/o Office of the City Clerk
555 Santa Clara St.
Vallejo, CA 94590
SEALED BID – DO NOT OPEN WITH REGULAR MAIL
Questions. Written questions will be the only questions that receive an official response from the City.
Written questions may be submitted by E-mail to the Project Manager:
[email protected]
Bidders are advised that oral or written communication from the City not in the form of an official addendum does not alter the bid specifications.
The cut off time for submission of questions is 2:00 P.M. (Pacific Time) on March 14, 2024. Any questions received after this time will not receive a response.
2. Submission Requirements. In order for a bid to be considered, all of the requested information below must be submitted. Please prepare, organize, and submit all required documents in a succinct manner.
A. Proposal Form
B. Bid Sheet
C. Bidders Bond
D. Non-Discrimination Clause
E. Technical Specifications of Proposed Materials
Failure to submit all required documents may result in the bid being rejected as non-responsive.
SECTION IV: EVALUATION AND AWARD OF CONTRACT
• This Invitation for Bids is being distributed to Suppliers who have expertise in water utility parts and equipment and is also being advertised on the PlanetBids website. • Bid Protests - Only Bidders may protest bids. All bid protests must be submitted in writing along with a non-refundable $2,500.00 bid protest fee.
IFB – METER BOX LIDS Page 7 of 29
a) All bid protests must be addressed to Director, Water Department, City of Vallejo, 202 Fleming Hill Road , Vallejo, CA 9459 1, re: METER BOX LIDS and received, by said Director along with the non-refundable bid protest fee, by the Bid Protest Deadline. The bid protest submitted to the Director shall include one original and two complete copies.
The original bid protest and two complete copies shall be transmitted to the Director via certified mail, return receipt, or hand delivery.
b) The Bid Protest Deadline shall be the earlier of any of the following that may apply:
(i) If the bid protest is based on the responsiveness of a particular bid or the responsibility of a particular Bidder, the Bid Protest Deadline is 5:00 p.m. on the 4th business day after the bid opening;
(ii) If the bid protest is based on the City's determination that a bid is not responsive or a Bidder is not responsible, then the affected Bidder's Bid Protest Deadline is 5:00 p.m. on the 4th business day after the date of the City's notice to the affected Bidder.
c) Additionally, the following shall apply to all bid protests:
(i) The written bid protest must state all facts and each legal basis for the protest.
(ii) The written bid protest must specifically identify each portion of each document that forms the basis for the protest and include a copy of each document.
(iii) The protest must include the name, address and telephone number of the person representing the protesting party.
(iv) Before the Bid Protest Deadline, the Bidder protesting a bid shall transmit to all other parties having a potential interest that may be adversely affected by the outcome of the protest, a complete copy of the bid protest and all supporting documents, including but not limited to all other Bidders who may have a reasonable prospect of losing or obtaining an award of the Contract depending on the outcome of the protest.
(v) By submitting a bid Bidders agree that the procedures and time limits set forth in this section for Bid Protests are strictly construed and are Bidder's sole and exclusive remedy in the event of a bid protest. Bidders' failure to strictly comply with these procedures and time limits shall constitute a waiver of any right to further pursue the bid protest, including but not limited to, the filing of a Government Code Claim or legal proceedings. (vi) A Bidder may not rely on a bid protest submitted by another Bidder but must timely pursue its own bid protest.
• Liquidated damages that may be assessed by the City of Vallejo for late delivery is $50 for each calendar day delay.
• The City of Vallejo desires wherever possible to utilize qualified City of Vallejo Suppliers for City projects. Suppliers will, wherever possible, solicit proposals from qualified local firms.
Section 3.20.230 of the Vallejo Municipal Code states in relevant part:
In bidding for, or letting contracts for purchase of materials, equipment, services and public works projects, whether by formal bid, by open market procedure pursuant to Section 3.20.100 of this code or, by competitive proposal pursuant to Section 3.20.11 0 of this code, the purchasing agent shall give a preference to local businesses in making purchases or awarding contracts in an amount not to exceed five percent of the local business' total bid price if the cost differential does not exceed ten thousand dollars for purchases in amounts of ten thousand
IFB – METER BOX LIDS Page 8 of 29
dollars or more.
IFB – METER BOX LIDS Page 9 of 29
SECTION V: PROPOSAL FORM
Project: Meter Box Lids
TO: The Honorable Mayor and City Council - City of Vallejo Vallejo, California 94590
Name of Bidder:
Business Address: _______________________________________________________
_______________________________________________________
Type of Organization (ex: partnership, corporation, sole proprietor): ________________
Upon signing below, I attest I have the authority to sign contracts for the above firm, and accept, as- is and without modifications, the City’s sample Agreement attached herein as Appendix A.
Signature: _____________________________________
Printed Name: __________________________________
Title: _________________________________________
Date: _________________________________________
IFB – METER BOX LIDS Page 10
of 29
SECTION VI: BID SHEET
FOR
METER BOX POLYMER LIDS
The undersigned hereby proposes to furnish the goods as specified at the prices and terms herein stated and in accordance with this Invitation to Bid. All pages of the City of Vallejo invitation to bid, including but not limited to the general terms and conditions are incorpor ated by reference into this Bid for all purposes. This is a firm fixed price contract. This form must be signed and submitted by the date specified for consideration.
SPECIFICATIONS
• All traffic rated lids are required to:
o Be skid resistant with a dynamic coefficient of friction of 45 or higher per ASTM E303-22, or equivalent rating.
• All non-traffic rated lids are required to:
o Be skid resistant with a dynamic coefficient of friction of 25 or higher per ASTM E303-22, or equivalent rating.
• All meter box lids will:
o Meet the AASHTO M-306 H-20 load ratings, or equivalent, to obtain a minimum of 20,000-pound proof load where testing is completed with no load transfer to the frame and be marked as traffic rated.
o Have under-lid mounting options, sized and recessed to achieve seamless integration with Badger ORION cellular endpoints specifications found at the following link: https://www.badgermeter.com/products/endpoints/orion-cellular- endpoints/
o Resists color fading and degradation with UV inhibitors o Shall, at minimum, be marked with “Water”
o Have pick holes (lifting slot) located on the farthest end from the centroid of the meter box lid.
o Be weighted with rebar or other material to prevent meter box lid floating o Shall fit existing Christy or BST brand meter boxes
IFB – METER BOX LIDS Page 11
of 29
BID ITEMS
NOTE: The quantities following are approximate only and will be used as a basis for the comparison of bids.
METER BOX LIDS:
ITEM
NO. Description of Item Dimensions of meter box / frame top opening
Estimated
Quantity UNIT PRICE TOTAL PRICE
1 Oval Lids L- 15 7/8", W- 9 3/4", D- 1 1/4" 3,900 $__________ $__________ 2 Traffic Rated Oval Lids L- 16 1/8", W- 9 7/8", D- 1 1/4" 1,100 $__________ $__________ 3 Traffic Rated B-9X L- 15 1/4", W- 9 15/16", D- 1 5/8" 500 $__________ $__________ 4 Size B-36 L- 30 3/16", W- 17 1/2", D- 2" 1,800 $__________ $__________ 5 Size B-16 L- 20 3/4", W- 10 9/16", D- 2 1/8" 400 $__________ $__________ 6 Size B-9X L- 15 1/4", W- 9 15/16", D- 1 5/8" 32,300 $__________ $__________
BID SUMMARY:
Total Bid $
COMPANY NAME _______________________________________
ADDRESS _______________________________________
CITY, STATE, ZIP CODE _______________________________________
TELEPHONE NUMBER (_____) _____________ FAX NUMBER (_____) _____________ EMAIL ADDRESS _______________________________________
NAME & TITLE OF PROPOSER _______________________________________________
SIGNATURE ___________________________ DATE _________
IFB – METER BOX LIDS Page 12 of 29
The Contract, if it is award ed, shall be awarded to the Supplier submitting the lowest Total Bid that complies with these Contract Documents.
In case of discrepancy between the Unit Prices and the Total Amount for a bid item , the Unit Price shall prevail, except as provided in (a) or (b), as follows:
(a) If the amount set forth as a Unit Price for a said item is not readable or otherwise not clear, or is omitted, or is the same amount as the entry in the Total Amount column, then the amount set forth in the Total Amount column for the line item shall p revail and shall be divided by the Estimated Quantity for said item and the price thus obtained shall be the Unit Price amount.
(b) (Decimal Errors) If the total of the entered Unit Price multiplied by the given Estimated Quantity is exactly off by a decimal factor (i.e., ten, one hundred, etc. or, one-tenth, one-hundredth, etc.) from the entered Total Amount, the discrepancy will be resolved by using the entered Unit Price or entered Total Amount, whichever most closely approximates (by percentage) the Unit Price or Total Amount in the City -Engineer's Cost Estimate.
(c) In order for a bid to be valid, all aspects of the Bid Sheet must be filled out completely. An incomplete Bid Sheet may be grounds for a bid to be rejected.
The Bidder agrees that if the Bidder is selected as the apparent lowest responsible bidder, and the Bidder fails to sign the Contract and furnish the certificates of i nsurance, and other required items within the time limit specified in the Contract Documents, the City of Vallejo may award the Contract to another Bidder or call for new bids. In such event, the Bidder shall be liable to the City for the difference between the amount of the disqualified bid and the larger amount for which the City procures the work plus all of the City’s costs, damages, expenses and liabilities arising from Bidder's failure to sign the Contract and/or furnish the required documents.
Bidder declares that he/she/it has not accepted any bid from any subsupplier or vendor through any bid depository, the by -laws, rules or regulations of which prohibit or prevent the Bidder from considering any bid from any subsupplier which is not processed through said bid depository or which prevent any subsupplier or vendor from bidding to any Supplier who does not use the facilities of or accept bids from or through such bid depository.
ACCOMPANYING THIS PROPOSAL is (in an amount equal to ten percent (10%) of the total bid).
NOTICE: Insert the words CASH ($ ), CASHIER'S CHECK, BIDDER'S BOND, or CERTIFIED CHECK, as the case may be.
THE NAMES OF ALL PERSONS INTERESTED IN THE FOREGOING PROPOSAL AS PRINCIPALS ARE AS FOLLOWS:
IFB – METER BOX LIDS Page 13 of 29
IF THE BIDDER OR OTHER INTERESTED PERSON is a corporation, state legal name of corporation and state where incorporated, also names of the President, Secretary, Treasurer, and Manager thereof; if a limited liability company (LLC) state the name of the LLC and the state where incorporated, also the name/names of the managing member(s); if a co-partnership, state true name of firm, also names of all individual co -partners composing the firm; if Bidder or other interested person is an individual, state first and last names in full.
BIDDER’S BID IS BASED ON and includes the following Addenda issued: (Bidder must list all addenda issued by City, below, or Bidder’s bid may be rejected by the City as non-responsive.
Sign Here:
(Printed or typed name of Bidder)
Dated:
NOTE: If the Bidder is a corporation, LLC or a co-partnership, the legal name of the firm shall be set forth above, together with the signature of the officer or partner authorized to sign contracts for the firm.
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SECTION VII: BIDDER'S BOND
CITY OF VALLEJO
WATER DEPARTMENT
KNOW ALL MEN/WOMEN BY THESE PRESENTS, THAT we,
, as Principal, and ,as Surety, are held and firmly bound unto the City of Vallejo, hereinafter called CITY, in the penal sum of TEN PERCENT (10%) OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by said Principal to the City of Vallejo, for the work des cribed below, for the payment of which sum in lawful money of the United States, well and truly to be made, we bind ourselves, our heirs, administrators, and executors and successors, jointly and severally, firmly by these presents; in the sum of:
$
THE CONDITION OF THIS OBLIGATION IS SUCH THAT,
WHEREAS, the Principal has submitted the above -mentioned bid to the City of Vallejo, for certain goods specifically described as follows, for which bids are to be opened at Vallejo, California, on October 11, 2023, for
METER BOX LIDS
In accordance with bid documents and specification, the work includes furnishing all labor, materials, tax, equipment, incidentals and services for the delivery of meter box lids to the Corporation Yard Warehouse at 111 Amador Street, Vallejo, California on a schedule that is coincident with the AMI Meter Replacement project schedule as provided in Exhibit D and is subject to change.
NOW, THEREFORE, if the aforesaid Principal is awarded the contract and within the time and manner required under the Specifications, after the prescribed forms are presented to him/her for signature, enters into a written contract, in the prescribed form, in accordance with the bid, then this obligation shall be null and void; otherwise, it shall be and remain in full force and virtue.
In the event suit is brought upon this bond by the Obligee and judgment is recovered, the Surety shall pay all costs incurred by the Obligee in such suit including a reasonable attorney's fee to be fixed by the court.
IN WITNESS WHEREOF, we have hereunto set our hands and seals on this day of , 20 .
Principal
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Surety
Address
NOTES:
1. Signature of those executing for the Surety must be properly acknowledged.
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SECTION VIII: NONDISCRIMINATION CLAUSE
Supplier shall refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation of any employee of, or applicant for employment with, Supplier.
Supplier further agrees as follows:
(a) That the Supplier shall not because of the race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ any person, or to bar or discharge any person from employment, or to discriminate against any person in compensation, or in the terms, conditions, or privileges of employment, and every employee shall receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions, or other privileges of employment without regard to his race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation.
(b) That the Supplier shall post in conspicuous places where they may be seen by every employee or applicant for employment notices, in such form as shall be prescribed by the City Manager, the provisions set forth above.
(c) That the Supplier shall in all solicitations or advertisements for employment applications include in such solicitation or advertisement language which will reasonably convey notice that every qualified applicant will receive consideration for employment without regard to his race religious creed, color, sex, national origin, or ancestry, disability, medical condition, age, marital status or sexual orientation.
(d) That the Supplier shall give written notice, in such form as shall be prescribed by the City Manager, of the Supplier's commitments under this contract to any labor union or employee association with which the Supplier has a collective bargaining contract, or other employer - employee labor agreement or understanding."
Supplier shall include the provisions of this Nondiscrimination Clause in every subcontract, including subcontracts for the provision of materials or equipment.
By submitting a bid, the Supplier agrees to comply with all the non-discrimination provisions contained in the Vallejo Municipal Code.
BIDDER’S SIGNATURE DATE
Title:_____________________________
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APPENDIX A: CONTRACT for METER BOX LIDS
CITY OF VALLEJO
WATER DEPARTMENT
EQUIPMENT PURCHASE AGREEMENT
FOR
METER BOX LIDS
This Equipment Purchase Agreement ("Agreement") is made at Vallejo, California, dated for reference this ______ day of __ , 2024___, by and between the City of Vallejo, a municipal corporation ("City"), and XXXX., a BUSINESS TYPE , hereinafter referred to as “Supplier,“ who agree as follows:
1. Products. Subject to the terms and conditions set forth in this Agreement, Supplier shall provide the City products as specified in Exhibit A, entitled “Equipment.”
2. Payment. City shall pay Supplier for materials rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Price.” The payments specified in Exhibit B shall be the only payments to be made to Supplier for materials rendered pursuant to this Agreement.
3. Facilities and Equipment. Supplier shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing products pursuant to this Agreement.
4. Indemnification. Supplier shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, Supplier’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Supplier’s operations, or any subcontractor’s operations, to be performed under this agree ment for Supplier’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Supplier, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, reg ardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.
The provisions of this section shall survive the expiration or termination of this Agreement.
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5. Insurance Requirements. Supplier agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements.” Failure to maintain required insurance at all times shall constitute a default and material breach.
6. Accident Reports. Supplier shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and sh all include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.
7. Conflict of Interest. Supplier warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Supplier’s family, business, real property or financial interests and the materials to be provided under this Agreement. Supplier shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Supplier’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Supplier shall disclose such conflict in writing to City.
8. Licenses, Permits, Etc. Supplier represents and warrants to City that all Supplier materials shall be provided by a person or persons duly licensed by the State of California to provide the type of equipment to be purchased under this Agreement.
9. Business License. Supplier has obtained or agrees to apply prior to performing any materials under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Supplier until such business license(s) has been obtained.
10. Standard of Performance. Supplier shall provide all equipment required pursuant to this Agreement in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Supplier’s profession currently practicing in California.
Supplier is responsible for making an independent evaluation and judgment of all conditions affecting performance of the equipment, including without
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limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.
Supplier’s responsibilities under this section shall not be delegated.
11. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.
In the event that the Supplier is unable to meet the completion date or delivery schedule of equipment, Supplier shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.
12. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated. In the event Supplier fails to adhere to the delivery schedule set forth in Exhibit D, Supplier shall be subject to daily liquidated damages as specified in the Invitation to Bid attached hereto in Exhibit E.
13. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue in full force and effect until December 31, 2026.
If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo. If funds to effe ct such continued payment are not appropriated, Supplier agrees to terminate any equipment supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.
14. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Supplier. Upon receipt of a notice of termination, Supplier shall not provide equipment except as specified in the notice. Before the date of termination, Supplier shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.
The City shall pay Supplier for equipment received in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all equipment or by task and termination occurs before completion of the purchase or any defined delivery which according to the delivery schedule was shipped before the notice of termination, the fee for equipment received shall be based on an amount mutually agreed to
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by City and Supplier for the portion of equipment received in conformance with this Agreement before the date of termination. In addition, the City will reimburse Supplier for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.
15. Assignment and Subcontracting. Supplier shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation s under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.
16. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.
17. Non-Discrimination/Fair Employment Practices. Supplier shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discrimin ate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation , terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.
Supplier warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.
18. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:
If to City:
If to Supplier:
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Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.
Routine administrative communications shall be made pursuant to section 1 of Exhibit A.
19. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.
20. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.
21. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules.
Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano Coun ty in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
22. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.
23. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any par ty on the basis of such party's draftsmanship thereof.
24. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.
25. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
26. Compliance with Laws. Supplier will comply with all statutes, regulations and ordinances in the performance of all materials under this Agreement.
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27. News and Information Release. Supplier agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.
28. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.
29. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.
30. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e -mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.
31. Authority. The person signing this Agreement for Supplier hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Supplier.
32. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A, entitled “Equipment,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments Exhibit D, entitled “Delivery Schedule,” including any attachments Exhibit E, entitled “Invitation for Bids and Bid Documents”
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
(Supplier Name)
By:
DATE: ____________________
Vallejo Business License No.
(City Seal)
CITY OF VALLEJO,
a municipal corporation
By: ____
Michael Malone
City Manager
DATE: _____
ATTEST:
By:____________________________
Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:
__________________________
Beth Schoenberger
Water Director
APPROVED AS TO FORM
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
Armond Sarkis
Risk Manager
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EXHIBIT A
EQUIPMENT
1. Representatives.
The City Representative for this Agreement is:
Name
Title
Department
202 Fleming Hill Road
Vallejo, CA 94589
Phone
The Supplier’s Representative for this Agreement is:
Name
Title
Address
Address 2
Phone
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.
2. Equipment to be Provided.
The equipment provided shall be:
XXXXX
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EXHIBIT B
COMPENSATION
1. Supplier’s Compensation. City agrees to pay Supplier, at the rate(s) specified below, for those products set forth in Exhibit A of this Agreement, for a total not to exceed XXX ($XXX).
Description Qty Unit Price
Equipment
Total
Tax
(X.XX%)
Freight/
Crating
TOTAL
2. Invoicing. Invoices must be submitted in triplicate, itemized as to quantity, part number, and description. In addition, invoices must show the name of the department, division, or section to which the material was delivered, and the City of Vallejo Purchase Order Number.
All delivery tickets must have a description of the commodity delivered. Mail invoices to the accounts payable section of the department and to the address, as noted on individual purchase orders. Delivery tickets and packing slips will contain the same information as the invoice. All pack slips and delivery tickets must include the receiving employee signature and printed name.
All prices shall be F.O.B. destination, address xxx, City of Vallejo.
3. Payment. Payment is due thirty (30) days after the City has approved the invoice or after the City has received the goods, whichever occurs later.
Request for payment shall be sent to:
Name
Title
202 Fleming Hill Road
Vallejo, CA 94591
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4. Accounting Records of Supplier. Supplier shall maintain for three (3) years after completion of delivery of all equipment hereunder, all records under this Agreement, including, but not limited to, records of Supplier’s direct salary costs for all equipment and additional equipment purchased under this Agreement and records of Supplier’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Supplier shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.
The obligations of Supplier under this section shall survive this Agreement.
5. Taxes. Supplier shall pay, when and as due, any and all taxes incurred as a result of Supplier’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
6. Taxpayer Identification Number. Supplier shall provide City with Supplier’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.
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EXHIBIT C
INSURANCE REQUIREMENTS
Vendor shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of materials hereunder by the Vendor, their agents, representatives, or employees or subcontractors.
1. Minimum Limits of Insurance. Vendor shall maintain limits no less than:
A. General Liability: $ 1,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/loca tion or the general aggregate limit shall be twice the required occurrence limit.
B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
2. Deductible and Self -Insured Retention . Any deductibles or self -insured retention must be declared to and approved by the City. At the option of the City, either:
the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
3. Other Insurance Provisions.
A. The insurance is to be issued by companies licensed to do business in the State of California.
B. For any claims related to the equipment provided pursuant to this Agreement, the Vendor's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Vendor's insurance and shall not contribute with it.
C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.
D. The Vendor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
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E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
4. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.
5. Verification of Coverage . Vendor shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.
6. Subcontractors. Vendor shall include all sub contractors as insureds under its policies or shall furnish separate certificates and endorsements for each sub contractor.
All coverages for subcontractors shall be subject to all of the requirements stated herein.
7. Payment Withhold. City will withhold payments to Vendor if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Vendor otherwise ceases to be insured as required herein.
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EXHIBIT D
PROPOSED DELIVERY SCHEDULE
Month Estimated Delivery
Amount
Jul-24 6,100
Aug-24 3,500
Sep-24 3,200
Oct-24 4,800
Nov-24 2,100
Dec-24 3,200
Jan-25 3,200
Feb-25 3,200
Mar-25 3,200
Apr-25 4,200
May-25 2,500
Jun-25 2,500
CONSENT CALENDAR 8.I.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, P.E., Public Works Director
Oscar Alcantar, Assistant Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING A FIRST AMENDMENT TO THE CONTRACT WITH JETPATCHER USA, INC. FOR POTHOLE REPAIR SERVICES TO INCREASE THE CONTRACT AMOUNT TO $725,000 AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAME
RECOMMENDATION
Adopt a resolution approving a First Amendment to the Contract with Jetpatcher USA, Inc. for pothole repair services to increase the contract amount to $725,000 and authorizing the City Manager to execute same.
REASONS FOR RECOMMENDATION
The City of Vallejo Public Works Department issued a request for proposals for pothole repair services on September 28, 2023, and awarded a contract for pothole repair services to Jetpatcher USA, Inc. To continue pothole repair efforts, staff recommends increasing the maximum not-to-exceed amount of the Contract to $725,000.
BACKGROUND AND DISCUSSION
The City of Vallejo Public Works Department initiated a pothole repair pilot program in late Fiscal Year 2021- 22 and awarded a contract to Jetpatcher USA, Inc., to aid in the repairing of potholes throughout the City. Staff found that this was a viable program significantly increasing the number of potholes that are being repaired on a regular basis.
The City released a Request for Proposals (RFP), soliciting proposals from qualified providers for citywide spray-injection pothole repair services on September 28, 2023. Per the RFP, an initial contract of $100,000 would be awarded with the potential to increase the contract limit up to $2,000,000 upon Council approval.
A sole proposal was received by the submission date of October 12, 2023, from Jetpatcher USA, Inc. Thus, in order to prevent a lapse in pothole repair service, and per the terms of the RFP, a contract was awarded to Jetpacher in the amount of $100,000. The contract has an expiration date of June 30, 2025, with three one- year options to extend at the discretion of the City.
To cover the full term of the contract including extensions, should options be exercised, staff recommend increasing the contract not-to-exceed amount to $950,000 in order to continue successfully repairing potholes throughout the City of Vallejo.
FISCAL IMPACT
The proposed action authorizing a first amendment to the agreement with Jetpatcher USA, Inc., will not have any direct impact on the General Fund. Funds to pay for these services will come from existing approved capital improvement project budget in PWC109.
ENVIRONMENTAL REVIEW
Date: July 23, 2024
Subject:
ADOPT A RESOLUTION APPROVING A FIRST AMENDMENT TO THE CONTRACT WITH JETPATCHER USA, INC. FOR POTHOLE REPAIR SERVICES TO INCREASE THE CONTRACT AMOUNT TO $725,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
This action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15301(c) because it consists of the repair and maintenance of existing streets and does not result in additional automobile lanes.
ATTACHMENTS
1. RESO First Amendment - Jetpatcher- Contract for Pothole Repair _CAO Stamp
2. 24PW173 JETPATCHER USA INC Contract for Pothole Repair Services
3. Jetpatcher USA- 2024 First Amendment to Contract increase to $725K _CAO Stamp
CONTACT
Melissa Tigbao, P.E., Public Works Director (707) 648-4433 [email protected]
RESOLUTION NO. 24-______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING A FIRST AMENDMENT TO THE CONTRACT WITH JETPATCHER USA, INC. FOR POTHOLE REPAIR SERVICES TO INCREASE THE CONTRACT AMOUNT TO $725,000 AND
AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS, the City of Vallejo Public Works Department initiated a pothole repair pilot program in late Fiscal Year 2021-22 and awarded a contract to Jetpatcher USA, Inc to aid in the repairing of potholes throughout the City. Staff found that this was a viable program significantly increasing the amount of potholes that are being repaired on a regular basis; and WHEREAS, the City released a Request for Proposals, soliciting proposals from qualified service providers for citywide spray-injection pothole repair on September 28, 2023; and WHEREAS. a sole proposal was received by the submission date of October 12, 2023, from Jetpatcher USA, Inc. and a contract was awarded to Jetpatcher in the amount of $100,000; and WHEREAS, in order to continue successfully repairing potholes throughout the City, staff is seeking authorization for a first amendment to increase the total amount of the Contract by an amount not to exceed $725,0000 over the life of the contract.
NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the First Amendment to the Contract for Pothole Repair Services by and between the City of Vallejo and Jetpatcher USA, Inc. to increase the total amount of the contract not to exceed to $725,000.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute same, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of that Agreement.
ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on July 9, 2024, with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN
ATTEST
ROBERT H. MCCONNELL, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK
Feb 23, 2024 11:54 AM, 1197629334
Contract and Routing Form
Requisition Number: 1197359236
Date Originated:
Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Public Works Departments, Maintenance
Staff Contact: Oscar Alcantar, [email protected] Contract Type: Other: Contract for Pothole Repair Services Vendor: Jetpatcher USA, Inc.
Contract Not to Exceed Amount: 100000.00
Contract Start Date: Mar 01, 2024 End Date: Jun 30, 2025 Option to Extend: Intervals of one year until June 30,2028 Authority to Contract: City Manager
Other Comments:
This is for pothole repair services
Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
I have uploaded additional files.No
April 22,2024
RFP was completed in Oct 2023
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E 24PW173
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
City Attorney's Office
Department Head
Finance Department
City Manager
City Clerk
Return executed contract to: Oscar Alcantar
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E 4/19/2024
4/22/2024
4/26/2024
4/29/2024
4/29/2024
4/29/2024
Feb 22, 2024 4:44 PM, 1197359236
Pre-Requisition Form
Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Public Works Departments, Maintenance
Staff Contact: Oscar Alcantar, [email protected] Vendor: Jetpatcher USA, Inc Vendor Number 104377
Term: Multi-year Term
Anticipated Start Date: Mar 01, 2024
Anticipated End Date: Jun 30, 2025
Anticipated Contract Type: Other: Contract for Pothole Repair Services Purchasing Authority: City Manager
Total Projected Expenditure: 100000.00
Multiple Project Numbers? No, just one Multiple Account Numbers? No, just one
Description of Proposed Purchase:
This is for pothole repair services.
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.
It is existing vendor but total City-wide expenses are not anticipated to hit the cap of $100,000 in a single FY.
Competitive Process: I have completed an Informal RFP for Services Winning Quote Uploaded: Yes
Explanation for Vendor Selection:
The vendor was the sole bidder and they have worked with the City for the past couple of years.
Uploaded documents available for review https://bit.ly/vPreReqs.
WarrantyYes
Winning Bid/Quote/ProposalYes
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E � � � �� �� ����
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Contract for Pothole Repair Services_Jetpatcher_2024 Page 1 of 24
CONTRACT FOR POTHOLE REPAIR SERVICES
THIS CONTRACT (“Contract”) is made this 22nd day of April 2024, at Vallejo, California, by and between the City of Vallejo, a municipal corporation, hereinafter called City, and Jetpatcher USA, Inc., a California corporation, hereinafter called Contractor.
WITNESSETH:
WHEREAS, City seeks pothole repair services to be performed throughout the City of Vallejo.
The repair process shall be a cationic rapid setting emulsion injection process as specified in Exhibit A.
NOW, THEREFORE, in consideration of the above, it is mutually agreed between the parties hereto as follows, to wit:
1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”
2. Contract Documents. This Contract consists of the Contract Documents identified as such, all of which are incorporated herein by reference as though set forth in full, and all of which are part of this Contract, and Contractor and City agree to comply with and fulfill all obligations, promises, covenants and conditions imposed upon each of them in the Contract Documents. All of said work done under this Contract shall be performed to the satisfaction of the City Council, or its representative, who shall ha ve the right to reject any and all drawings, materials and supplies furnished by Contractor which do not strictly comply with said plans and specifications, together with the right to require Contractor to replace any and all work furnished by Contractor which shall not either in detail, workmanship, or material be in strict accordance with said plans and specifications.
The following documents shall constitute the Contract Documents:
(a) This Contract;
(b) Exhibit A – Scope of Work;
(c) Exhibit B – Compensation;
(d) Attachment 1 to Exhibit B, Item Costs Sheet;
(e) Exhibit C, Insurance Requirements;
(f) Exhibit D, Designation of Subcontractors
(g) Exhibit E, Non-Collusion Affidavit for Contractor or Subcontractor (h) Exhibit F, Nondiscrimination Clause
(i) Standard Specifications of the State of California, Business and Transportation Agency, Department of Transportation, 2018 edition, Sections 10 through 95; (j) City of Vallejo Regulations and Standard Specifications for Public Improvements, current edition;
(k) Any other documents identified as such in the Contract.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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3. Payment. City shall pay Contractor for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.”
4. Equipment and Labor. Contractor shall, at its sole cost and expense, furnish all equipment and labor which may be required for furnishing services pursuant to this Agreement in a safe, efficient, and legal manner. The Contractor shall at all times furnish and maintain sufficient equipment as necessary to perform the work of this contract. Such equipment shall be subject to the inspection and approval of the City's Representative.
5. Indemnification. Contractor shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, Contractor’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Contractor’s operations, or any subcontractor’s operations, to be performed under this agreement for Contractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Contractor, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City. The p rovisions of this section shall survive the expiration or termination of this Agreement.
6. Insurance Requirements. Contractor agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insuran ce Requirements.” Failure to maintain required insurance at all times shall constitute a default and material breach.
7. Accident Reports. Contractor shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury or death to persons or damage to property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.
8. Repairs and Corrective Actions. Contractor shall communicate to the City any related hazards encountered while performing services under Agreement . Any hazardous conditions noted, or seen, by the Contractor that have occurred by any means other than during the performance of the Contractor's work, whether by vandalism or any other means, shall be promptly reported to the City’s Representative. The Contractor is responsible for securing any immediate hazards with caution tape, safety cones, buoys, and/or ba rricades until a City Representative arrives at the location.
9. Conflict of Interest. Contractor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Contractor’s family, business, real property or financial interests and the services to be provided under this Agreement . Contractor shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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its duties to City under this Agreement. In the event of a change in Contractor’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Contractor shall disclose such conflict in writing to City.
10. Independent Contractor. Contractor is an independent contractor. Neither Con tractor nor any of Contractor’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement.
City shall have the right to control Contractor only insofar as the results of Contractor’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Contractor accomplishes services pursuant to this Agreement.
11. Licenses, Permits, Etc. Contractor represents and warrants to City that all Contractor services shall be provided by a person or persons duly licensed by the State of California to provide the type of the work to be performed under this Agreement. Contractor shall comply with all applicable Federal and State of California statutes, rules and regulations in performance of the work.
12. Business License. Contractor, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Contractor until such business license(s) has been obtained.
13. Standard of Performance. Contractor shall provide products and perform all services required pursuant to this Contract in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Contractor’s profession currently practicing in California.
Contractor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.
Contractor’s responsibilities under this section shall not be delegated. Contractor shall be responsible to City for acts, errors, or omissions of Contractor’s subcontractors.
Contractor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a p roject budget approved or amended by the City Manager or his or her designee.
Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Contract and det ermining whether the Contractor is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Contractor of responsib ility for complying with the standard of DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Contractor.
14. Warranty. All pothole repairs shall be warrantied for two years from the date of repair. In the event that a repair does not last the two-year period, the contractor will need to return to make repairs at no cost to City.
15. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts. In the event that the Contractor is unable to meet the completion date or schedule of services, Contractor shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.
16. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.
17. Personnel. Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitu te grounds for termination of this Agreement.
The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neith er Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of C ontractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
Contractor shall pay, when and as due, any and all taxes incurred as a result of Con tractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
18. Department of Industrial Relations. For the duration of this agreement, Service Provider shall maintain an active registration as a public works contractor in good standing with the State of California Department of Industrial Relations (DIR). Service Provider shall comply with all applicable DIR requirements. The project connected to this contract will be registered with the DIR, and Contractor shall be listed as the General Contractor of said project.
19. Prevailing Wage. Pursuant to Prevailing Wage Law, State of California Labor Code section 1720 and following, Contractor shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. The Contractor shall forfeit, as penalty to the City, Fifty Dollars ($50.00) for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing rates for any work done under the contract by it or by any subcontractor under it, in violation of the provisions of such Labor Code.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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20. Apprentices. Attention is directed to section 1777.5 of the Labor Code of the State of California concerning employment of apprentices, and the Contractor is required to comply with the provisions of said section.
21. Contractor Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Contractor shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.
22. Term. The term of this Agreement shall commence on April 22, 2024, and shall continue in full forc e and effect until June 30, 2025 . The City may, at its discretion and upon written notice to Contractor, extend Agreement up to three (3) times in intervals of one (1) year for a maximum Agreement term to not extend beyond June 30, 2028.
If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo. If funds to effect such continued payment are not appropriated, Design Professional agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.
23. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Contractor. Upon receipt of a notice of termination, Contractor shall not provide services except as specified in the notice.
Before the date of termination, Contractor shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.
The City shall pay Contractor for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Contractor for the portion of work completed in conformanc e with this Agreement before the date of termination. In addition, the City will reimburse Contractor for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated with the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.
24. Products of Con tracting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Con tractor resulting from services rendered pursuant to this Agreement, shall become the property of City. Con tractor agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Con tractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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the scope of work.
Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.
25. Public Noticing of Operations. The responsibility to notify the public of operations will be the responsibility of the City Representative; Contractor shall have no responsibility in this regard.
26. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Contractor in the performance of Contractor’s services hereunder.
27. Assignment and Subcontracting. Contractor shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.
If subcontracting of work is permitted, Contractor shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Contractor. Use of the term subcontractor in any other provision of t his contract shall not be construed to imply authorization for Contractor to use subcontractors for performance of any service under this Agreement.
When any portion of the work which has been subcontracted by the Contractor is not being prosecuted in a satisfactory manner, the subcontract for such work shall be terminated immediately by the Contractor upon written notice from the APWD-Maintenance, and the subcontractor shall not again be employed on the type of work in which his or her performance was unsatisfactory.
The City is an intended beneficiary of any work performed by Contractor’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.
Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.
In no case shall the use of subcontractors in any way alter the position of the Contractor in relation to this Contract. When a subcontractor is used, the responsibility for every portion of the work shall still remain with the Contractor.
28. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.
29. Non-Discrimination/Fair Employment Practices. Contractor shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.
Contractor warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientati on in the selection and retention of employees, subcontractors or procurement of materials or equipment.
30. Notices. All notices or instruments required to be given or delivered by law shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certifi ed mail, postage prepaid, addressed to:
If to City Public Works Department:
Melissa Tigbao, PE, Public Works Director
Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
If to Contractor:
Javier R. Arauzo E., President
Jetpatcher USA, Inc.
677 Anita Street, Suite F
Chula Vista, CA 91911
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section. Routine administrative communications shall be made pursuant to section 1 of Exhibit A.
31. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.
32. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.
33. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in su ch courts, and consent to service of process issued by such courts.
34. Waiver. Waiver by either party of any default, breach or condition precedent shall not be DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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construed as a waiver of any other default, breach or condition precedent or any other right hereunder.
35. Ambiguity. The parties acknowledge that this is a negotiated a greement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.
36. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.
37. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
38. Compliance with Laws. Contractor will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.
39. Confidentiality of City Information. During the performance of services under this Agreement, Contractor may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Contractor agrees that it will not use any information obtained as a consequence of the performance of services under this Agreem ent for any purpose other than fulfillment of Contractor’s scope of work, to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of Cit y, or as required by law. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Agreement as confidential. A violation by Contractor of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief. Contractor’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.
40. News and Information Release. Contractor agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.
41. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.
42. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.
43. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
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receipt of facsimile signatures or e -mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.
44. Authority. The person signing this Agreement for Contractor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Contractor.
45. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments
[Signatures on following page]
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E Contract for Pothole Repair Services_Jetpatcher_2024 Page 10 of 24 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
Jetpatcher USA,
A California corporation
By:
Javier R. Arauzo E.
President
DATE: ____________________
11716593
Vallejo Business License No.
(City Seal)
CITY OF VALLEJO,
a municipal corporation
By:________________________
Beverli Marshall
Interim City Manager
DATE:___________
ATTEST:
By:________________________
Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:
__________________________
Melissa Tigbao, PE
Public Works Director
APPROVED AS TO FORM
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
Armond Sarkis
Risk Manager
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E 4/19/2024
4/29/2024
EXHIBIT A
Exhibit A – Scope of Work Page 11 of 24
EXHIBIT A - SCOPE OF WORK
1. Representatives. The City Representatives for this Agreement are:
Oscar Alcantar, Assistant Public Works Director/Maintenance 111 Amador Street
Vallejo, CA 94590
(707) 648-5835
[email protected]
The Contractor’s Representative for this Agreement is:
Javier R. Arauzo E., President
677 Anita Street, Suite F
Chula Vista, CA 91911
(858) 463-0086
[email protected]
All routine administrative communications between the parties will be between the above- named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Contractor Representative and City’s Representative.
2. Services to be Provided. The work to be done consists of spray-injection pothole repair services throughout the City of Vallejo, including Mare Island and Hiddenbrooke. Repairs shall be completed using a cationic rapid setting emulsion injection process. Repair work shall include the following:
• Install Work Site Safety and Traffic Control Measures: Before starting any work, install all safety measures, including signs, cones, barriers and flaggers , in the area of operation to ensure the safety of work personnel and the public.
• Site Inspection: Inspect areas where repairs are to be performed to ensure all surface bumps or defects are marked with washable paint to delimit the areas to be repaired.
• Pothole Measurement: Measurements using the unit of Square Feet (SF) shall be taken and agreed upon, in writing, by the field inspectors of City and Contractor during pre-job walks. Contractor will maintain records documenting such measur ements and the average depth of the potholes.
• Cleaning: Once the pothole has been defined, the interior will be cleaned with high - speed air (minimum 62 mi / hour), dislodging dirt, loose material, garbage and water, in general any element that prevents direct contact of the repair material with the base or inner walls of the pothole. In case the cleaning of the internal part of the pothole is not completely achieved by means of air, it will be necessary to proceed by manual means.
This step will be applied to the entire periphery of the pothole (minimum 1 foot) in order to discover cracks or micro -cracks, which may allow some penetration of moisture. If necessary, prior to this cleaning, pressurized water will be applied to the repair area to prevent dust from rising.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
EXHIBIT A
Exhibit A – Scope of Work Page 12 of 24
• Application of Emulsion Sealing: On the clean surface apply uniform irrigation of cationic rapid setting emulsion with the patching equipment at a minimum pressure of 40 psi, from the center of the surface being repaired outwards in circular or straight motions or from one side to the other, until the emulsion impregnates abundantly and homogeneously on the surface to be repaired, ensuring that the emulsion applied at high speed penetrates the fissures, cracks and cavities that are on the surface under repair. The impregnation sealing will include the areas adjacent to the surfaces under repair of between 4 to 12 inches, which will guarantee an additional sealing and waterproofing, making the application in square or rectangular shape around the surface under repair, thus preventing the future entry of water. It will be avoided that the emulsion applied to generate puddles inside and outside the area to be repaired, that as traffic passes can develop spills or tearing of the repair.
• Application of Asphalt M ix: The application of the asphalt mix of up to 6 inches in thickness, done by activating the flow of stone aggregate (with the granulometry and quality indicated in the project) and applying it via pneumatic pressure at high speed through the main hose unti l reaching the pipette or application nozzle at the tip of the main hose, where the gravel is sprinkled uniformly with emulsion making the asphalt mixture. This mixture shall be thrown at more than 62 miles per hour towards the surface under repair through the hose and pipette or application nozzle at the end of the hose in the exact quantities required for the repair, which avoids wastes and contamination.
During application of the asphalt mixture, the hose movement and deposition of the asphalt mixture will always be in the direction of traffic flow, straight, avoiding depositing the material by way of circles, starting from the deepest part of the hole. Th e volume applied from the bottom of the bump to the surface should not exceed the current level of the pavement in good condition once compacted.
Any loose aggregate on the periphery of the repair is to be swept out of the pothole and subsequently hauled away and disposed. Sand shall be applied over the pothole repair which will prevent the detachment of the superficial part of the repair and accelerate the process of breaking the emulsion.
• Compaction: The compacted mixture is placed with a light smooth viber plate for better aesthetics and repair.
• Clean Up: All material or garbage that has been detached and removed from the area to be repaired will be picked up by the operation crew and removed from the area.
• Reporting: Reports must be generated of the repair work completed with the following elements as a minimum:
o Date and time work was performed and completed;
o Length, width and depth of the repair measured in feet with two decimal units; o Repair location (as detailed as possible);
o Estimated amount of material used (in cubic yards, with two decimals); o Name of the operator;
o Type of equipment used;
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
EXHIBIT A
Exhibit A – Scope of Work Page 13 of 24
o Photographic reference or geolocation of the repair before, during the repair process and upon completion.
3. Materials. Contractor shall provide all materials required to complete quality and sustainable pothole repairs. Materials used shall be in accordance with those tested and recommended for spray-injection pothole repairs as follows:
• Emulsion Rapid Setting: For the injection process, use Cationic Rapid Setting Emulsion with the quality requirements given in Table 1 and 2.
In case the aggregate regularly used in this process is not available and a different aggregate must be obtained, the new aggregate shall be evaluated to test compatibility with the emulsion. If necessary, the rapid setting emulsion shall be modified in order to be compatible with the aggregate.
Table 1. Quality requirements for cationic rapid setting:
ECR- 65
Asphalt content % min. 65
Viscosity Saybolt Furol 25°C (77°F) min.
Viscosity Saybolt Furol 50°C (122°F) min. 40
Settlement 5 days % max. 5
Retained mesh 20 0.01
Particles charge +
Dissolvent in volume 3
Rate of rupture less 100
RESIDUAL DISTILLATION
Viscosity 60°C (140°F) Poises 50 + - 10
Penetration 25°C (77°F) 100-250
Solubility % min. 97.5
Ductility 25°C (77°F) min. 40
Table 2. Physical Properties for cationic emulsion:
PHYSICAL PROPIETIES
Physical state Liquid
Appearance Dark brown
Smell Characteristic
Boiling point
100 °C (212°F)
Approx.
Relative Density 0.95- 1.06
Viscosity 100 °C (212°F) 5- 100 sec STV 4 mm
• Aggregates: The material that is used in the process of repair of asphalt by the injection method shall be of basaltic or siliceous characteristics of negative electric charge, to obtain the electrical attraction with the cationic rapid setting. The recommendation is to use the one marked "3 A" and must comply with the granulometric characteristics and quality of tables 3 and 4.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
EXHIBIT A
Exhibit A – Scope of Work Page 14 of 24
Table 3. Granulometry requirements of aggregate
Mesh Designation of the
Aggregate
Opening Designation 3-A 3-B 3-E
(mm) Pass %
31.5 1 1/4" ---- ---- ----
25 1" ---- ---- ----
19 3/4" ---- ---- ----
12.5 1/2" 100
9.5 3/8" 95 min
6.3 1/4" ----
4.75 No. 4 ----
2 No. 10 5 Max
0.425 No. 40 0
Table 4. Quality requirements of aggregate material:
Features Values
Wear Los Angeles, % max. 30
Elongated & wav particles, % max. 35
Accelerated weathering, % max. 12
Friction detachment, % max. 25
Coating with asphalt (English
Method), % min.
90 Contractor shall furnish written laboratory reports from a reputable testing or inspection agency acceptable to City of Vallejo, or written certification from the manufacturer as to compliance with the Specifications as to the composition, durability and performance of all materials used in the project. Certain specification sections may require special items or materials to be included in the submittal.
4. Beginning of Work. Contractor shall begin work within 10 calendar days after the first working day stated on the Notice to Proceed and shall diligently prosecute the same to completion within the time limit provided in the Notice to Contractors.
Contractor shall notify the City Representative, in writing, of the Contractor's intent to begin work at least 72 hours before work is begun. The notice shall specify the date the Contractor intends to start and the areas where work will be performed.
Should the Contractor begin work in advance of receiving written Notice to Proceed, any work performed by the Contractor in advance of the date of Notice to Proceed shall be considered as having been done by the Contractor at the Contractor's own risk and as a volunteer.
The counting of working days shall begin on the date stated as the first working day on the Notice to Proceed. Contractor shall diligently prosecute the work to completion within the time limit provided in the Contract Documents.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
EXHIBIT A
Exhibit A – Scope of Work Page 15 of 24
The Contractor shall, on commencing operations, take all precautions required for public safety and shall observe all the provisions in these Specifications and the special provisions.
5. Hours of Operation. Regular working hours are 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding holidays observed by the City. No work outside of the regular working hours shall be done unless previously requested by the Contractor in writing and approved by the City in writing. Contractor is subject to reimbursing the City for the costs of providing inspection outside of regular working hours.
6. Construction Near Private Property. Contractor shall note that the work may be performed in the vicinity of private property. The Contractor shall, at all times, remove all litter, debris, and construction waste, minimize noise, dust, standing water, vibrations, hazardous conditions and provide safe access to these properties. The Contractor is prohibited from using any and all privately owned utilities. The Contractor's materials and equipment shall not be stored upon private property without written approval from the resident and/or owner.
7. Minimum Quantities. The City shall not be bound to minimum quantities of any service.
8. Inspection. The City’s Representative shall be furnished with every reasonable means for ascertaining full knowledge of the operations, including the workmanship, materials and equipment used and employed in the work. The Contractor may be required to provide the City’s Representative with an advance written schedule of operations and work locations.
Defective work shall be made good even if the defective work was not pointed out during the initial inspection and the work was accepted for payment. Any work found to be unacceptable by the City will be noted in writing to the Contractor. Upon receipt of notice of any deficiencies, the Contractor shall make a reasonable effort to correct the deficiencies within five (5) working days. If unacceptable conditions are not corrected within this time period, the City shall have the right to deduct payment or have services performed by others at the Contractor's expense.
9. Rejected Materials. The Contractor shall immediately remove any rejected or condemned material provided by the Contractor at his or her own expense. Rejected materials shall never again be offered to the City. Additionally, as a remedy, the City may deduct and retain the cost to replace the work from any sums due or to become due to the Contractor.
10. Safety Requirements. Contractor agrees to perform all work outlined in the Agreement in such a manner as to meet all accepted standards for safe practices and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; an d agrees additionally to accept the sole responsibility for complying with all City, County, State or other legal requirements including, but not limited to, full compliance with the terms of applicable O.S.H.A., CAL E.P.A. Safety Orders at all times so as to protect all persons, including contractor employees, agents of the City, vendors, members of the public or others from foreseeable injury, or damage to their property.
Contractor shall cooperate fully with City in the investigation of any accident, injury or death occurring on City property, including a complete written report thereof to the City Representative within twenty‐four (24) hours following the occurrence.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
E X H I B I T B
E x h i b i t B – C o m p e n s a t i o n P a g e 1 6 o f 2 4
E X H I B I T B - C O M P E N S A T I O N
1 . C o m p e n s a t i o n . C i t y a g r e e s t o p a y C o n t r a c t o r f o r t h e s e r v i c e s s e t f o r t h i n E x h i b i t A o f t h i s A g r e e m e n t f o r a t o t a l n o t t o e x c e e d O n e H u n d r e d T h o u s a n d D o l l a r s ( $ 1 0 0 , 0 0 0 ) . P r i c e i s t o i n c l u d e a l l c o s t s c h a r g e a b l e t o t h e C i t y .
C o n t r a c t o r s h a l l n o t i f y C i t y i n w r i t i n g n o l a t e r t h a n t h i r t y ( 3 0 ) d a y s p r i o r t o t h e e s t i m a t e d d a t e w h e n C o n t r a c t o r w i l l h a v e b i l l e d C i t y t h e m a x i m u m p a y m e n t a m o u n t p e r m i t t e d u n d e r t h i s A g r e e m e n t , a n d C o n t r a c t o r s h a l l p r o v i d e C i t y w i t h a n e s t i m a t e o f t h e a d d i t i o n a l c o m p e n s a t i o n r e q u i r e d t o c o m p l e t e t h e p r o j e c t .
2 . P r i c e A d j u s t m e n t s .
A . D i r e c t C s t : I n t h i s s e c t i o n m e a n s C o n t r a c t o r ’ s c o s t s f r o m t h e m a n u f a c t u r e r o f a n y i t e m o r i f C o n t r a c t o r i s t h e m a n u f a c t u r e r , t h e c o s t o f r a w m a t e r i a l s r e q u i r e d t o m a n u f a c t u r e t h e i t e m , p l u s t r a n s p o r t a t i o n c o s t s f r o m m a n u f a c t u r e r t o C o n t r a c t o r a n d C o n t r a c t o r t o t h e C i t y .
B . P r i c e D e c r e s e s : I f C o n t r a c t o r ’ s d i r e c t c o s t d e c r e a s e s a t a n y t i m e d u r i n g t h e t e r m o f t h i s c o n t r a c t , C o n t r a c t o r s h a l l i m m e d i a t e l y p a s s t h e d e c r e a s e t o t h e C i t y a n d l o w e r i t s p r i c e s b y t h e a m o u n t o f t h e d e c r e a s e i n d i r e c t c o s t . C o n t r a c t o r s h a l l n o t i f y t h e C i t y o f p r i c e d e c r e a s e s i n t h e s a m e w a y a s f o r p r i c e i n c r e a s e s s e t o u t b e l o w . T h e p r i c e d e c r e a s e s h a l l b e c o m e e f f e c t i v e u p o n C i t y ’ s r e c e i p t o f C o n t r a c t o r ’ s n o t i c e .
C . P r i c e I n c r e s e s : U p o n a p p r o v a l o f C i t y , C o n t r a c t o r s h a l l b e p e r m i t t e d t o i n c r e a s e c h a r g e r a t e s t o a d j u s t f o r l i v i n g w a g e i n c r e a s e s a t t h e b e g i n n i n g o f t h e f i s c a l y e a r o r a s a g r e e d u p o n b y C i t y a n d c o n t r a c t o r . N o p r i c e i n c r e a s e s m a y b e i m p l e m e n t e d w i t h o u t p r i o r w r i t t e n a p p r o v a l o f C i t y . R e q u e s t s f o r p r i c e i n c r e a s e s m u s t b e m a d e a m i n i m u m o f n i n e t y ( 9 0 ) d a y s p r i o r t o t h e p r o p o s e d e f f e c t i v e d a t e o f t h e r a t e i n c r e a s e . T o r e q u e s t a p r i c e i n c r e a s e , C o n t r a c t o r m u s t s u b m i t a l e t t e r w i t h a n i t e m i z e d l i s t s h o w i n g r e v i s e d p r i c e s b y l i n e i t e m . I f t h e C i t y a p p r o v e s t h e p r i c e i n c r e a s e , C o n t r a c t o r s h a l l b e n o t i f i e d i n w r i t i n g ; n o p r i c e i n c r e a s e w i l l b e e f f e c t i v e u n t i l C o n t r a c t o r r e c e i v e s t h i s n o t i c e .
D . T e r i n t i n f P e r f r n c e : I f t h e C i t y d o e s n o t a p p r o v e C o n t r a c t o r ’ s p r i c e i n c r e a s e , C o n t r a c t o r m a y t e r m i n a t e i t s p e r f o r m a n c e u n d e r t h e a g r e e m e n t u p o n s i x t y ( 6 0 ) d a y s a d v a n c e w r i t t e n n o t i c e . T e r m i n a t i o n o f P e r f o r m a n c e i s C o n t r a c t o r ’ s o n l y r e m e d y i f t h e C i t y d o e s n o t a p p r o v e t h e p r i c e i n c r e a s e . I f a t a n y t i m e a f t e r a p p r o v i n g a p r i c e i n c r e a s e , t h e C i t y d e t e r m i n e s t h e s a m e s e r v i c e c a n b e o b t a i n e d a t a l o w e r p r i c e f r o m a d i f f e r e n t s o u r c e w i t h o u t v i o l a t i n g a n y s t a t e l a w , t h e C i t y m a y t h e n p r o c u r e t h e s e r v i c e f r o m t h e l o w e r p r i c e s o u r c e w i t h o u t a n y o b l i g a t i o n t o C o n t r a c t o r .
3 . I n v o i c i n g . C o n t r a c t o r s h a l l i n v o i c e C i t y i n a t i m e l y m a n n e r u p o n c o m p l e t i o n o f e a c h s e r v i c e p r o v i d e d i n a f o r m a p p r o v e d b y t h e C i t y R e p r e s e n t a t i v e . I n v o i c i n g s h a l l i n c l u d e a d e t a i l e d d e s c r i p t i o n o f t h e w o r k p e r f o r m e d , t h e q u a n t i t y a n d u n i t p r i c e f o r t h e w o r k p e r f o r m e d , t o t a l c o s t , a n d t h e C i t y o f V a l l e j o P u r c h a s e O r d e r N u m b e r .
W h e n a p p l i c a b l e , a w e i g h - m a s t e r ’ s t a g i n d i c a t i n g m a t e r i a l q u a n t i t i e s s h a l l b e D o c u S i g n E n v e l o p e I D : 3 5 4 C 4 7 8 F - 4 D E 1 - 4 A A E - B E 9 5 - 0 6 B E 6 E 9 E 6 6 0 E i n c l u d e d w i t h t h e
EXHIBIT B
Exhibit B – Compensation Page 17 of 24
invoice, and the tag/ticket number referenced on invoices to verify the charges.
Invoices shall be submitted via email to [email protected].
4. Account Statements. Contractor shall send account statements on a monthly basis. The account statements shall list outstanding invoice data, such as invoice number, invoice date, and invoice total. Statements shall be emailed to [email protected].
5. Payment. City agrees to pay Contractor for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, within thirty (30) days after the City has approved the invoice upon satisfactory completion of the services.
5. Accounting Records of Contractor. Contractor shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Contractor’s direct salary costs for all services performed under this Agreement and records of Contractor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Contractor shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.
The obligations of Contractor under this section shall survive this Agreement.
6. Taxes. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
7. Taxpayer Identification Number. Contractor shall provide City with Contractor’s complete Request for Taxpayer Identification Number and Certification, Form W -9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
Exhibit B- Attachment 1
Exhibit B, Attachment 1 – Accepted Proposal Sheet Page 18 of 24
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E E x h i b i t C
E x h i b i t C – I n s u r a n c e R e q u i r e m e n t s P a g e 1 9 o f 2 4
E X H I B I T C - I N S U R A N C E R E Q U I R E M E N T S
C o n t r a c t o r s h a l l p r o c u r e a n d m a i n t a i n f o r t h e d u r a t i o n o f t h i s A g r e e m e n t , i n c l u d i n g a n y e x t e n s i o n s t h e r e t o , i n s u r a n c e a g a i n s t c l a i m s f o r i n j u r i e s t o p e r s o n s o r d a m a g e s t o p r o p e r t y w h i c h m a y a r i s e f r o m o r i n c o n n e c t i o n w i t h t h e p e r f o r m a n c e o f s e r v i c e s h e r e u n d e r b y t h e C o n t r a c t o r , t h e i r a g e n t s , r e p r e s e n t a t i v e s , o r e m p l o y e e s o r s u b c o n t r a c t o r s . I t s h a l l b e a r e q u i r e m e n t u n d e r t h i s A g r e e m e n t t h a t a n y a v a i l a b l e i n s u r a n c e p r o c e e d s b r o a d e r t h a n o r i n e x c e s s o f t h e s p e c i f i e d m i n i m u m I n s u r a n c e c o v e r a g e r e q u i r e m e n t s a n d / o r l i m i t s s h a l l b e a v a i l a b l e t o t h e A d d i t i o n a l I n s u r e d . F u r t h e r m o r e , t h e r e q u i r e m e n t s f o r c o v e r a g e a n d l i m i t s s h a l l b e ( 1 ) t h e m i n i m u m c o v e r a g e a n d l i m i t s s p e c i f i e d i n t h i s A g r e e m e n t ; o r ( 2 ) t h e b r o a d e r c o v e r a g e a n d m a x i m u m l i m i t s o f c o v e r a g e o f a n y I n s u r a n c e p o l i c y o r p r o c e e d s a v a i l a b l e t o t h e n a m e d I n s u r e d ; w h i c h e v e r i s g r e a t e r . N o r e p r e s e n t a t i o n i s m a d e t h a t t h e m i n i m u m I n s u r a n c e r e q u i r e m e n t s o f t h i s a g r e e m e n t a r e s u f f i c i e n t t o c o v e r t h e o b l i g a t i o n s o f t h e C o n t r a c t o r u n d e r t h i s a g r e e m e n t .
1 . M i n i m u m S c o p e o f I n s u r a n c e . C o v e r a g e s h a l l b e a t l e a s t a s b r o a d a s :
A . I n s u r a n c e S e r v i c e s O f f i c e f o r m n u m b e r G L 0 0 0 2 c o v e r i n g C o m p r e h e n s i v e G e n e r a l L i a b i l i t y a n d I n s u r a n c e S e r v i c e s O f f i c e f o r m n u m b e r G L 0 4 0 4 c o v e r i n g B r o a d F o r m C o m p r e h e n s i v e G e n e r a l L i a b i l i t y ; o r I n s u r a n c e S e r v i c e s O f f i c e C o m m e r c i a l G e n e r a l L i a b i l i t y c o v e r a g e ( o c c u r r e n c e f o r m C G 0 0 0 1 ) .
B . I n s u r a n c e S e r v i c e s O f f i c e f o r m n u m b e r C A 0 0 0 1 c o v e r i n g A u t o m o b i l e L i a b i l i t y , c o d e 1 a n y a u t o a n d e n d o r s e m e n t C A 0 0 2 5 .
C . W o r k e r s ' C o m p e n s a t i o n i n s u r a n c e a s r e q u i r e d b y t h e S t a t e o f C a l i f o r n i a a n d E m p l o y e r ' s L i a b i l i t y I n s u r a n c e .
D . C o n t r a c t o r s P o l l u t i o n L e g a l L i a b i l i t y i n s u r a n c e .
2 . M i n i m u m L i m i t s o f I n s u r a n c e . C o n t r a c t o r s h a l l m a i n t a i n l i m i t s n o l e s s t h a n :
A . G e n e r a l L i a b i l i t y : $ 2 , 0 0 0 , 0 0 0 p e r o c c u r r e n c e f o r b o d i l y i n j u r y , p e r s o n a l i n j u r y , a n d p r o p e r t y d a m a g e . I f C o m m e r c i a l G e n e r a l L i a b i l i t y I n s u r a n c e o r o t h e r f o r m w i t h a g e n e r a l a g g r e g a t e l i m i t i s u s e d , e i t h e r t h e g e n e r a l a g g r e g a t e l i m i t s h a l l a p p l y s e p a r a t e l y t o t h i s p r o j e c t / l o c a t i o n o r t h e g e n e r a l a g g r e g a t e l i m i t s h a l l b e t w i c e t h e r e q u i r e d o c c u r r e n c e l i m i t .
B . A u t o m o b i l e L i a b i l i t y : $ 1 , 0 0 0 , 0 0 0 p e r a c c i d e n t f o r b o d i l y i n j u r y a n d p r o p e r t y d a m a g e .
C . W o r k e r s ’ C o m p e n s a t i o n i n s u r a n c e a s r e q u i r e d b y t h e S t a t e o f C a l i f o r n i a , w i t h S t a t u t o r y L i m i t s , a n d E m p l o y e r ’ s L i a b i l i t y I n s u r a n c e w i t h l i m i t o f n o l e s s t h a n $ 5 0 0 , 0 0 0 p e r a c c i d e n t f o r b o d i l y i n j u r y o r d i s e a s e . I f C o n t r a c t o r i s n o t s u b j e c t t o C a l i f o r n i a W o r k e r s ’ C o m p e n s a t i o n r e q u i r e m e n t s , C o n t r a c t o r s h a l l f i l e a c o m p l e t e d R e q u e s t f r W i v e r f W r k e r s ’ C e n s t i n I n s u r n c e F r w h i c h m a y b e o b t a i n e d f r o m t h e C i t y p r i o r t o c o m m e n c i n g a n y a c t i v i t y a u t h o r i z e d h e r e u n d e r .
D . C o n t r a c t o r s P o l l u t i o n L e g a l L i a b i l i t y i n s u r a n c e w i t h a l i m i t n o l e s s t h a n $ 1 , 0 0 0 , 0 0 0 p e r o c c u r r e n c e .
D o c u S i g n E n v e l o p e I D : 3 5 4 C 4 7 8 F - 4 D E 1 - 4 A A E - B E 9 5 - 0 6 B E 6 E 9 E 6 6 0 E
Exhibit C
Exhibit C – Insurance Requirements Page 20 of 24
3. Deductible and Self-Insured Retention (SIR). Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.
4. Other Insurance Provisions.
A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the Contractor. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.
B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
C. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self - insurance shall be called upon to protect it as a named insured.
D. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it.
E. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
F. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.
G. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E Exhibit C
Exhibit C – Insurance Requirements Page 21 of 24
5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.
6. Verification of Coverage. Contractor shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. All verification of coverage and other insurance documents shall be mailed to the following address:
City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo, CA 94590
7. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
8. Payment Withhold. City will withhold payments to Contractor if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Contractor otherwise ceases to be insured as required herein.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E Exhibit D
Exhibit D – Designation Page 22 of 24
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E Exhibit E
Exhibit E – Non-Collusion Affidavit Page 23 of 24
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E Exhibit F
Exhibit F – Non-Discrimination Clause Page 24 of 24
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E 12/18/2023
INSURENEX - VN Insurance Services
California Lic. OF23523
PO BOX 17690
Encino CA 91416
Carlos Alfaro
(818) 781-8112 (818) 781-2660
[email protected]
Jetpatcher USA, Inc.
677 Anita St Suite F
Chula Vista CA 91911
James River Insurance 12203
United Financial Casualty Co 11770
Kinsale Insurance Company
Clear Spring Property and Casualty Company 15563
Evanston Insurance Company
CL23121802787
A Y 00147377-0 08/30/2023 08/30/2024
1,000,000
100,000
5,000
1,000,000
2,000,000
2,000,000
B Y 01663486-7 08/31/2023 08/31/2024
1,000,000
C 0100291752-0 03/28/2024 08/20/2024
1,000,000
1,000,000
D Y Y CWC00189002 09/26/2023 09/26/2024
1,000,000
1,000,000
1,000,000
E
Pollution Liability
CPLMO122925 03/28/2024 03/28/2025
General Aggregate 2,000,000
Each Occurrence 1,000,000
The City of Vallejo, its officers, officials, employees, agents and volunteer are added as an additional insured to the policy. Coverage is subject to the terms and conditions of the insurance policy.
*30 Days' Notice of Cancellation.
City of Vallejo
555 Santa Clara Street
Vallejo CA 94590
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E
Additional insured endorsement
Name of Person or Organization
Policy number: 00683676-0
Underwritten by:
Progressive Casualty Insurance Co
Insured:
CRAZY TACO MX LLC
-Policy Period:
Mailing Address
Progressive Casualty Insurance Co
PO Box 94739
Cleveland, OH 44101
1-800-444-4487
For customer service, 24 hours a day,
7 days a week
The person or organization named above is an insured with respect to such liability coverage as is afforded by the policy, but this insurance applies to said insured only as a person liable for the conduct of another insured and then only to the extent of that liability. We also agree with you that insurance provided by this endorsement will be primary for any power unit specifically described on the Declarations Page.
Limit of Liability
Bodily Injury
Property Damage
each person/ each accident
each accident
Combined Liability each accident
All other terms, limits and provisions of this policy remain unchanged.
This endorsement applies to Policy Number:
Issued to (Name of Insured):
Effective date of endorsement: Policy expiration date:
Form 1198 (01/04)
M_CL
CITY OF VALLEJO
555 SANTA CLARA
VALLEJO CA. 94590
016634867
JETPATCHER USA, INC.
08/31/2023
08/31/2024
016634867
JETPATCHER USA, INC.
08/31/2023
08/31/2024
$0
$0
$0
$1,000,000
United Financial Casualty Co.
United Financial Casualty Co.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E POLICY NUMBER: 00147377-1 COMMERCIAL GENERAL LIABILITY
CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 – ADDITIONAL INSURED OWNERS, LESSEES OR
– CONTRACTORS SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s): Location(s) Of Covered Operations
The City of Vallejo, its officers, officials, employees, agents and volunteer
555 Santa Clara Street
Vallejo, CA 94590
Information required to complete this Schedule, if not shown above, will be shown in the Declarations. – A. Section II Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily injury" or
"property damage" occurring after:
1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or
2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 5
remuneration.
Schedule
Person or Organization Job Description
City of Vallejo 555 Santa Clara Street, Vallejo, CA, 94590 Pothole repair This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09/26/2023 Policy No. CWC00189002 Endorsement No. 1 Insured Jetpatcher USA, Inc. Premium $3,192
Insurance Company: Clear Spring Property and Casualty Company Countersigned by:
DocuSign Envelope ID: 354C478F-4DE1-4AAE-BE95-06BE6E9E660E First Amendment to Agreement Between City of Vallejo and Jetpatcher USA Page 1 of 3
FIRST AMENDMENT TO
CONTRACT FOR POTHOLE REPAIR SERVICES BETWEEN
CITY OF VALLEJO
AND
JETPATCHER USA, INC.
This First Amendment to the Contract for Pothole Repair Services (“Contract”) between Jetpatcher USA, Inc., a California corporation (“Contractor”), and the City of Vallejo, a municipal corporation (“City”), is made and entered into on this 10th day of July 2024.
Contractor and City do mutually agree as follows:
1. Amendment to Section 1 of Exhibit B “Compensation.” Section 1 of Exhibit B of the Contract shall be modified to read:
“1. Compensation. City agrees to pay Contractor for the services set forth in Exhibit A of this Agreement for a total not to exceed Seven Hundred Twenty Five Thousand Dollars ($725,000). Price is to include all costs chargeable to the City.
Contractor shall notify City in writing no later than thirty (30) days prior to the estimated date when Contractor will have billed City the maximum payment amount permitted under this Agreement, and Contractor shall provide City with an estimate of the additional compensation required to complete the project.”
2. Integration. This First Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. This First Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and Contractor shall perform all duties, obligations and conditions required under the Agreement.
3. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this First Amendment and the Contract, the provisions of this First Amendment shall control in all respects.
4. Ambiguities. The parties have each carefully reviewed this First Amendment and have agreed to each term of this First Amendment. No ambiguity shall be presumed to be construed against either party.
5. Counterparts. This First Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.
First Amendment to Agreement Between City of Vallejo and Jetpatcher USA Page 2 of 3
6. Authority. The person signing this First Amendment for Contractor hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Contractor.
(SIGNATURES ARE ON THE FOLLOWING PAGE)
First Amendment to Agreement Between City of Vallejo and Jetpatcher USA Page 3 of 3 IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.
JETPATCHER USA, INC.,
a California corporation
BY:
JAVIER R. ARAUZO E.
President
DATE:
(City Seal)
CITY OF VALLEJO,
a municipal corporation
BY:
ANDREW MURRAY
City Manager
DATE:
ATTEST:
DAWN G. ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:
MELISSA TIGBAO, P.E.
Public Works Director
APPROVED AS TO FORM:
VERONICA A. F. NEBB
City Attorney
APPROVED AS TO INSURANCE:
ARMOND SARKIS
Risk Manager
CONSENT CALENDAR 8.J.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Alicia M. Jones, Housing Director
SUBJECT: PROVIDE A NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-25 BUDGET TO APPROPRIATE $2,155,287 IN PERMANENT LOCAL HOUSING ALLOCATION GRANT FUNDS FOR HOMELESS NAVIGATION CENTER EXPENDITURES (STEP 1 of 2 STEPS)
RECOMMENDATION
Provide a notice of intent to amend the City's Capital Grants and Contribution Fund #221 Budget to appropriate $2,155,287 of Permanent Local Housing Allocation (PLHA) grant funds for the construction of the Homeless Navigation Center and transitional housing.
REASONS FOR RECOMMENDATION
Amending the Budget requires a public notice of intent under the City's Charter Section 703 (first step in a two- step budget amendment process) prior to any action taken.
Staff will return with the second step staff report at the next City Council meeting on August 5, 2024, for the acceptance of the PLHA grant for 2019–2022 in the amount of $2,155,287 and the appropriation that will allow the City to expend $2,155,287 in PLHA grant funds towards the ongoing construction of the City's first Homeless Navigation Center and transitional housing.
BACKGROUND AND DISCUSSION
The City, as an Entitlement local government, was eligible to receive non-competitive PLHA funds from the California Department of Housing and Community Development (HCD). Pursuant to the California Health and Safety Code Sections 50470 et seq., PLHA provides funding to local jurisdictions for assisting persons who are experiencing or at risk of homelessness, including but not limited to, providing rapid rehousing; rental assistance; supportive/case management services that enable people to obtain and retain housing; operating and capital costs for navigation centers and emergency shelters; and new construction, rehabilitation, and preservation of permanent and transitional housing.
Under the Five-Year PLHA Plan (2019-2023), the City was eligible to receive an estimated funding amount of $3,032,214. For FY 2019–2022, the City was awarded $2,155,287 for the construction of a Homeless Navigation Center and transitional housing in Vallejo.
Staff will return to the City Council at the August 5, 2024, meeting to recommend amending and increasing the Capital Grants and Contribution Fund #221 expenditure budget by $2,155,287.
FISCAL IMPACT
Providing a notice of intent to amend the Capital Grants and Contribution Budget does not have any direct fiscal impact.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably
Date: July 23, 2024
Subject: PROVIDE A NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2024-25 BUDGET TO APPROPRIATE $2,155,287 IN PERMANENT LOCAL HOUSING ALLOCATION GRANT FUNDS FOR HOMELESS NAVIGATION CENTER EXPENDITURES (STEP 1 of 2 STEPS)
foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
None
CONTACT
Alicia M. Jones, Housing Director (707) 648-4408
[email protected]
CONSENT CALENDAR 8.K.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, P.E., Public Works Director
Daniel A. Sequeira, P.E., Assistant Public Works Director / City Engineer SUBJECT: ADOPT RESOLUTIONS: 1) APPROVING THE SUMMARY VACATION OF A PORTION OF THE RIGHT-OF-WAY LOCATED ON ASSESSOR PARCEL NOS. 0069-48-001 AND - 002 ALONG ADMIRAL CALLAGHAN LANE IN VALLEJO, CALIFORNIA; 2) APPROVING
THE SUMMARY VACATION OF THE PUBLIC SERVICE EASEMENT LOCATED ON SAME; AND 3) ACCEPTING THE DEDICATION OF A NEW PUBLIC SERVICE EASEMENT TO BE LOCATED ON ASSESSOR PARCEL NOS. 0069-48-001 AND -002
AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE CONVEYANCE; AND AUTHORIZING AND
DIRECTING THE CITY CLERK TO RECORD THE RESOLUTIONS AND GRANT DEEDS
WITH THE SOLANO COUNTY RECORDER'S OFFICE
RECOMMENDATION
Adopt resolutions: 1) Approving the summary vacation of a portion of the Right-of-Way located on Assessor Parcel Nos. 0069-48-001 and -002 along Admiral Callaghan Lane in Vallejo, California; and 2) Approving the summary vacation of the Public Service Easement located on Assessor Parcel Nos. 0069-48-001 and -002 along Admiral Callaghan Lane in Vallejo, California; 3) and Accepting the dedication of a Public Service Easement to be located on Assessor Parcel Nos. 0069-48-001 and -002 along Admiral Callaghan Lane in Vallejo, California and authorizing the City Manager to execute any and all documents necessary to effectuate the conveyance; and authorizing and directing the City Clerk to record the Resolutions and Grant Deeds with the Solano County Recorder’s Office.
REASONS FOR RECOMMENDATION
The City Engineer has determined:
1. There is excess public right-of-way of a street not required for street purposes located on Admiral Callaghan Lane fronting Parcels 1 and 2 of the Final Map – Phase 1 (APNs.: 0069-48-001 and -002, respectively). This action is in conformance with General Plan 2040.
2. There is sufficient right-of-way to widen Admiral Callaghan Lane from one lane in each direction to two lanes in each direction with a dedicated left turn lane into Parcel 1 following the vacation of the excess public right-of-way.
3. The vacation of the excess right-of-way will require the vacation of the existing 10-foot-wide public service easement on said Parcels 1 and 2 that run parallel and contiguous with said public right-of-way.
These existing easements would no longer be appropriate in their location and would be replaced by a new 10-foot-wide public service easement on said Parcels 1 and 2.
4. A new 10-foot-wide public service easement is required to run parallel and contiguous with the newly realigned public right-of-way. Said easement will provide the legal right to utility companies to install, operate, maintain and repair their utilities, such as gas, electricity, telephone, stormwater, water, and sanitary sewer.
Date: July 23, 2024
Subject:
ADOPT RESOLUTIONS: 1) APPROVING THE SUMMARY VACATION OF A PORTION OF THE RIGHT-OF-WAY LOCATED ON ASSESSOR PARCEL NOS. 0069-48-001 AND -002 ALONG ADMIRAL CALLAGHAN LANE IN VALLEJO, CALIFORNIA; 2) APPROVING THE SUMMARY VACATION OF THE PUBLIC SERVICE EASEMENT LOCATED ON SAME; AND 3) ACCEPTING THE DEDICATION OF A NEW PUBLIC SERVICE EASEMENT TO BE LOCATED ON ASSESSOR PARCEL NOS. 0069-48- 001 AND -002 AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE CONVEYANCE; AND AUTHORIZING AND DIRECTING THE
CITY CLERK TO RECORD THE RESOLUTIONS AND GRANT DEEDS WITH THE SOLANO COUNTY
RECORDER'S OFFICE
BACKGROUND AND DISCUSSION
BACKGROUND
On March 28, 2023, the City Council approved the Final Map – Phase 1 for the Fairview at Northgate Project and accepted on behalf of the public:
1. A 3-foot-wide public right-of-way dedication along the frontage of Admiral Callaghan Lane to provide additional right of way to widen Admiral Callaghan Lane.
2. A 10-foot-wide public service easement for any and all public services, including access for sidewalks, wet and dry utilities, and the rights to construct, reconstruct, and maintain said utilities.
The Final Map – Phase 1 map was recorded by the Office of the County Recorder of the County of Solano on April 7, 2023, in Book of Subdivision Maps 98, page 41.
DETERMINATION OF EXCESS RIGHT-OF-WAY
The design of the Costco store and the Admiral Callaghan Lane Widening project is nearly final. The Developer and its consulting civil engineer and land surveyor have determined that the previously dedicated three-foot portion of right-of-way is not required for the proposed street widening and have requested the City to vacate it.
Staff has reviewed General Plan 2040, which is silent on the number of vehicular lanes necessary for Admiral Callaghan Lane, and determined that there is sufficient right of way to widen Admiral Callaghan Lane from one lane in each direction to two lanes in each direction (with a dedicated left turn lane into Costco) following the requested vacation.
VACATION AND RELOCATION OF PUBLIC SERVICE EASEMENT
The summary vacation of the three-foot right-of-way will require the existing 10-foot-wide public utility easement to be relocated to run parallel and contiguous with Admiral Callaghan Lane. On December 6, 2023, “Intent to vacate" notifications were sent to all utility companies having rights to the public service easement with a 30-day opportunity to request the City reserve their rights. All utility companies responded with “No objection to the vacation.”
The Developer’s consultant has submitted Grant of Easement Deeds for a new public service easement on the two parcels varying in width from 10 to 22 feet to replace the easement being vacated. The new easement will provide utility companies with access to install, operate, maintain and repair their utilities, such as gas, electricity, telephone, stormwater, water, and sanitary sewer. The City Clerk will record the grant deeds following the recordation of the Resolutions as authorized by Resolution No. 09-228 N.C.
Date: July 23, 2024
Subject:
ADOPT RESOLUTIONS: 1) APPROVING THE SUMMARY VACATION OF A PORTION OF THE RIGHT-OF-WAY LOCATED ON ASSESSOR PARCEL NOS. 0069-48-001 AND -002 ALONG ADMIRAL CALLAGHAN LANE IN VALLEJO, CALIFORNIA; 2) APPROVING THE SUMMARY VACATION OF THE PUBLIC SERVICE EASEMENT LOCATED ON SAME; AND 3) ACCEPTING THE DEDICATION OF A NEW PUBLIC SERVICE EASEMENT TO BE LOCATED ON ASSESSOR PARCEL NOS. 0069-48- 001 AND -002 AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE CONVEYANCE; AND AUTHORIZING AND DIRECTING THE
CITY CLERK TO RECORD THE RESOLUTIONS AND GRANT DEEDS WITH THE SOLANO COUNTY
RECORDER'S OFFICE
FISCAL IMPACT
There is no fiscal impact associated with this item.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
1. Resolution Approving Summary Vacation of ROW_CAO Stamp
2. Attachment No. 1 to Resolution Approving Summary Vacation of ROW
3. Attachment No. 2 to Resolution Approving Summary Vacation of ROW
4. Resolution Approving Summary Vacation of PSE_CAO Stamp
5. Attachment No. 1 to Resolution Approving Summary Vacation of PSE
6. Attachment No. 2 to Resolution Approving Summary Vacation of PSE
7. Resolution Accepting Dedication of PSE_CAO Stamp
8. Attachment No. 1 to Resolution Accepting Dedication of PSE (Parcel 1)
9. Attachment No. 2 to Resolution Accepting Dedication of PSE (Parcel 2)
10. Resolution 20-065 N.C.
11. Cooke Property
CONTACT
Melissa Tigbao, P.E., Public Works Director (707) 648-4433 [email protected]
RESOLUTION NO. 24-______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE SUMMARY VACATION OF A PORTION OF THE RIGHT-OF-WAY LOCATED ON ASSESSOR PARCEL NOS. 0069-48- 001 AND -002 ALONG ADMIRAL CALLAGHAN LANE IN VALLEJO, CALIFORNIA WHEREAS, on March 28, 2023, the City Council approved the Final Map – Phase 1 for the Fairview at Northgate Project and accepted on behalf of the public 1) a 3-foot-wide public right-of-way dedication along the frontage of Admiral Callaghan Lane (APNs.: 0069-48-001 and -002) to provide additional right of way to widen Admiral Callaghan Lane and 2) an abutting 10-foot-wide public service easement for any and all public services, including access for sidewalks, wet and dry utilities, and the rights to construct, reconstruct, and maintain said utilities; and
WHEREAS, the City Engineer has determined that said portion of the right-of-way is excess and no longer required by the City for the widening of Admiral Callaghan Lane project or for any other street and highway purposes; and
WHEREAS, the summary vacation of said portion of the right-of-way will require that the 10-foot-wide public utility easement be relocated to run parallel to and contiguous with Admiral Callaghan Lane; and WHEREAS, the City Council has considered the summary vacation of the portion of the right-of-way on APNs.:
0069-48-001 and 0069-48-002 on Admiral Callaghan Lane in Vallejo, California.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VALLEJO HEREBY FINDS, RESOLVES AND ORDERS AS FOLLOWS:
1. The summary vacation effected by this Resolution is made pursuant to Chapter 4, Part 3 of Article 9 of the California Streets and Highways Code, commencing with Section 8330.
2. The portion of the right-of-way to be vacated is located along Admiral Callaghan Lane, Vallejo, California on Assessor Parcel Nos. 0069-48-001 and 0069-48-002, more particularly described in Attachments 1 and 2, attached hereto and incorporated by reference.
3. The facts under which this summary vacation is made are stated in the recitals to this Resolution, which the City Council hereby declares to be true and correct. These facts justify summary vacation of a portion of the public right-of-way pursuant to Section 8334(a) of the California Streets and Highways Code.
4. From and after the date this Resolution is recorded with the Solano County Recorder’s Office, the portion of the public right-of-way described in Section 2 above and in Attachments 1 and 2 shall no longer constitute public right-of-way in the City of Vallejo.
5.The City Clerk is hereby authorized and directed to record this Resolution with the Solano County Recorder’s Office on the condition that the new 10-foot-wide public service easement on Assessor
Parcel Nos. 0069-48-001 and -002 to abut Admiral Callaghan Lane has first been dedicated and accepted.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting held on July 23, 2024, with the following vote:
AYES:
NOES:
ABSENT:
____________________________________
ROBERT H. McCONNELL, MAYOR
ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Attachment No. 1 to
Resolution
Approving Summary
Vacation of ROW
Attachment No. 2
to Resolution
Approving
Summary Vacation
of ROW
RESOLUTION NO. 24-______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE SUMMARY VACATION OF A PUBLIC SERVICE EASEMENT LOCATED ON ASSESSOR PARCEL NOS. 0069-48-001 AND -002 ALONG ADMIRAL CALLAGHAN LANE IN VALLEJO, CALIFORNIA WHEREAS, the City of Vallejo obtained a public service easement for any and all public services including access for sidewalks, wet and dry utilities, the rights to construct, reconstruct, and maintain said utilities; and WHEREAS, the City Engineer has determined that the easement is excess and no longer required by the City as the City does not presently own or maintain any public infrastructure within this space; and WHEREAS, the City Engineer has provided notice to all affected public utilities that might have an interest in the easement and has received no objection to vacation of the easement; and WHEREAS, the City Engineer has determined that said easement is excess and there are no other public facilities located within the easement; and
WHEREAS, upon the summary vacation of said easement, a new public service easement to run parallel to and contiguous with Admiral Callaghan Lane will be required to be dedicated and accepted so as to avoid a gap between the easement and the highway; and
WHEREAS, the City Council has considered the summary vacation of a public service easement on APNs 0069-48-001 and 0069-48-002 along the frontage of Admiral Callaghan Lane in Vallejo, California.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VALLEJO HEREBY FINDS, RESOLVES AND ORDERS AS FOLLOWS:
1. The summary vacation effected by this Resolution is made pursuant to Chapter 4, Part 3 of Article 9 of the California Streets and Highways Code, commencing with Section 8330.
2. The easement to be vacated is generally known as a public service easement located on Assessor Parcel Nos. 0069-48-001 and -002 along Admiral Callaghan Lane in Vallejo, California and more particularly described in Attachments 1 and 2, attached hereto and incorporated by reference.
3. The facts under which this summary vacation is made are stated in the recitals to this Resolution, which the City Council hereby declares to be true and correct. These facts justify summary vacation of the 10- foot-wide public service easement pursuant to Section 8333(c) of the California Streets and Highways Code.
4. From and after the date this Resolution is recorded with the Solano County Recorder’s Office, the easement described in Section 2 above and in Attachments 1 and 2 shall no longer constitute a public service easement in the City of Vallejo.
5. The City Clerk is hereby authorized and directed to record this Resolution with the Solano County Recorder’s Office on the condition that a new 10-foot-wide public service easement on Assessor Parcel Nos. 0069-48-001 and -002 is first dedicated and accepted.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting held on July 23, 2024, with the following vote:
AYES:
NOES:
ABSENT:
____________________________________
ROBERT H. McCONNELL, MAYOR
ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Attachment No. 1
to Resolution
Approving
Summary Vacation
of PSE
Attachment No. 2 to
Resolution Approving
Summary Vacation of
PSE
RESOLUTION NO. 24-______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO ACCEPTING THE DEDICATION OF A PUBLIC SERVICE EASEMENT ON ASSESSOR PARCEL NOS. 0069-48-001 AND -002 ALONG ADMIRAL
CALLAGHAN LANE IN VALLEJO, CALIFORNIA AND AUTHORIZING THE CITY MANAGER TO EXECUTE
ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE CONVEYANCE WHEREAS, Costco Wholesale Corporation (Owner) is the owner of the parcels identified as Assessor Parcel Nos. 006948-001 and -002 in the City of Vallejo (Owner’s Property); and WHEREAS, the Owner wishes to dedicate to the City of Vallejo a non-exclusive public service easement on the Owner’s Property for any and all public service purposes including access for sidewalks, storm drainage, sanitary sewer, water, gas, electric, telephone and television facilities, public utilities and appurtenances, including the rights to construct, reconstruct, and maintain said utilities, whether covered or open, and clearing of obstruction and vegetation (PSE). Said dedication is in the form of two Grants of Easement, copies of which are attached hereto as Attachments 1 and 2, respectively, and incorporated herein by reference; and WHEREAS, upon acceptance of the PSE, it shall be kept open and free from buildings and structures of any kind except service structures and related appurtenances.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby accepts the dedication of a non- exclusive Public Service Easement (PSE) on Owner’s Property for any and all public service purposes including access for sidewalks, storm drainage, sanitary sewer, water, gas, electric, telephone and television facilities, public utilities and appurtenances, including the rights to construct, reconstruct, and maintain said utilities, whether covered or open, and clearing of obstruction and vegetation and on the conditions set forth in the above recitals.
BE IT FURTHER RESOLVED that the City Manager and the City Clerk are hereby authorized to undertake all actions necessary to effectuate said acceptance of the Grants of Easement, including recordation thereof by the City Clerk with the Solano County Recorder’s Office.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting held on July 23, 2024, with the following vote:
AYES:
NOES:
ABSENT:
____________________________________
ROBERT H. McCONNELL, MAYOR
ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Mail Tax Statements To: SAME AS ABOVE
-------------------------------------------------------------------------------------------------------------------------------------
WHEN RECORDED, MAIL TO:
OFFICE OF THE CITY CLERK
CITY OF VALLEJO
555 SANTA CLARA STREET
VALLEJO, CA 94590
EXEMPT FROM RECORDING FEES
PURSUANT TO GOVERNMENT CODE
SECTION 6103
Space Above This Line for Recorder’s Use Only
GRANT OF EASEMENT
A.P.N.: portion of 0069-48-001
The Undersigned Grantor(s) Declare(s):
CITY TRANSFER TAX $0.00. This is a conveyance of an easement to a public agency, R & T 11922 DOCUMENTARY TRANSFER TAX $0.00. This is a conveyance of an easement to a public agency, R & T 11922 SURVEY MONUMENT FEE $
[
] computed on the consideration or full value of property conveyed, OR [
] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
[
] unincorporated area; [x] City of Vallejo, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, COSTCO WHOLESALE CORPORATION, a Washington corporation hereby GRANT(S) TO CITY OF VALLEJO , a municip al corporation, an exclusive easement designated as a Public Service Easement (PSE) for any and all public service purposes including access for sidewalks, storm drainage, sanitary sewer, water, gas, electric, telephone and television facilities, public ut ilities and appurtenances, including the rights for construction, reconstruction, access to and maintenance of improvement and structures, whether covered or open, and the clearing of obstruction and vegetation , over that certain real property as descr ibed on Exhibit “A” and depicted on Exhibit “B” attached and incorporated hereto, in the City of Vallejo, County of Solano, State of California.
The PSE is to be kept open and free from buildings and structures of any kind except service structures and related appurtenances thereto . The provisions hereof shall be binding upon and inure to the benefit of the successors, transferees and assigns of GRANTOR and GRANTEE, and shall be covenants which run with the land.
[Signature Page – Easement Deed]
Dated:
__________________________
COSTCO WHOLESALE CORPORATION
a Washington corporation
By: __________________
Name: __________________
Title: ___________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF )SS
COUNTY OF )
On before me, , Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are su bscribed 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 w hich the person(s) acted, executed the instrument.
I certify under PENALTY OF P ERJURY under the laws of the State of _____________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal. This area for official notarial seal.
Notary Signature
Certificate of Acceptance
[Government Code Section 27281]
The, Undersigned, hereby certifies that the interest in real property conveyed by the Grant of Easement, to which this Certificate is attached, from COSTCO WHOLESALE CORPORATION, a Washington corporation , Grantor to CITY OF VALLEJO, a municipal corporation, Grantee, is hereby accepted, and Grantee consents to recordation thereof by its duly authorized Officer.
CITY OF VALLEJO,
a municipal corporation
By:
Name:
Title:
ATTEST:
, City Clerk
Mail Tax Statements To: SAME AS ABOVE
-------------------------------------------------------------------------------------------------------------------------------------
WHEN RECORDED, MAIL TO:
OFFICE OF THE CITY CLERK
CITY OF VALLEJO
555 SANTA CLARA STREET
VALLEJO, CA 94590
EXEMPT FROM RECORDING FEES
PURSUANT TO GOVERNMENT CODE
SECTION 6103
Space Above This Line for Recorder’s Use Only
GRANT OF EASEMENT
A.P.N.: portion of 0069-48-002
The Undersigned Grantor(s) Declare(s):
CITY TRANSFER TAX $0.00. This is a conveyance of an easement to a public agency, R & T 11922 DOCUMENTARY TRANSFER TAX $0.00. This is a conveyance of an easement to a public agency, R & T 11922 SURVEY MONUMENT FEE $
[
] computed on the consideration or full value of property conveyed, OR [
] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
[
] unincorporated area; [x] City of Vallejo, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, VALLEJO-FAIRVIEW DEVELOPERS, LLC, a Delaware limited liability company hereby GRANT(S) TO CITY OF VAL LEJO, a municipal corporation, an exclusive easement designated as a Public Service Easement (PSE) for any and all public service purposes including access for sidewalks, storm drainage, sanitary sewer, wat er, gas, electric, telephone and television fa cilities, public utilitie s and appurtenances, including the rights for construction, reconstruction, access to and maintenance of improvement and structures, whether covered or open, and the clearing of obstruction and vegetation , over that certain real prope rty as described on Exhibit “A” and depicted on Exhibit “B” attached and incorporated hereto, in the City of Vallejo, County of Solano, State of California.
The PSE is to be kept open and free from buildings and structures of any kind except service structures and related appurtenances thereto . The provisions hereof shall be binding upon and inure to the benefit of the successors, transferees and assigns of GRANTOR and GRANTEE, and shall be covenants which run with the land.
[Signature Page – Easement Deed]
Dated:
__________________________
VALLEJO-FAIRVIEW DEVELOPERS, LLC
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.
a Delaware corporation – Its Manager
By:
Name:
Its: Authorized Agent
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF )SS
COUNTY OF )
On before me, , 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. This area for official notarial seal.
Notary Signature
Certificate of Acceptance
[Government Code Section 27281]
The, Undersigned, hereby certifies that the interest in real property conveyed by the Grant of Easement, to which this Cert ificate is attached, f rom VALLEJO-FAIRVIEW DEVELOPERS, LLC, a Delaware limited liab ility company, Grantor to CITY OF VALLEJO, a municipal corporation, Grantee, is hereby accepted, and Grantee consents to recordation thereof by its duly authorized Officer.
CITY OF VALLEJO,
a municipal corporation
By:
Name:
Title:
ATTEST:
, City Clerk
ATTACHMENT 2
RESOLUTION 20-065 N.C.
ATTACHMENT 1
COOKE PROPERTY
COOKE PROPERTY
SITE OF FAIRVIEW AT NORTHGATE PROJECT
COOKE PROPERTY
APN 0081490010
(formerly APN 78-250-01)
ACTION ITEM 8.L.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Stephanie Sifuentes, Human Resources Director
SUBJECT: ADOPT A RESOLUTION APPROVING AMENDMENT TO FISCAL YEAR 2024-25 BUDGET FOR IBEW NEGOTIATIONS (STEP 2)
RECOMMENDATION
Adopt a resolution to amend the City's Fiscal Year 2024-2025 Adopted Budget.
REASONS FOR RECOMMENDATION
The memorandum of Understanding between the City of Vallejo and CAMP expired on June 30, 2024. The City and IBEW have been actively engaged in negotiations and have come to a tentative agreement. IBEW members ratified this agreement on July 3, 2024. Pursuant to California Government Code 3505.1, if the parties reach a Tentative Agreement, the Council shall vote to accept or reject it within 30 days of its presentation to the Council at a publicly noticed hearing (which took place on July 9, 2024). This is the second step of the required two-step budget amendment process to amend the FY 2024-25 Adopted Budget.
BACKGROUND AND DISCUSSION
The current MOU between the City and IBEW expired on June 30, 2024. The parties have been engaged in negotiations and have come to a tentative agreement. IBEW members ratified this agreement on July 3, 2024, with the following key terms:
Duration Three-year (expires on June 30, 2027)
Wages (COLAs) 5% effective the first full pay period after adoption 5% effective the first full pay period following July 1, 2025 5% effective the first full pay period following July 1, 2026 Equity Adjustments 3% equity adjustments for all classes, effective the first full pay period after adoption Group Health
Insurance
Increase from 75% to 80%
Increase in Medflex (cash in-lieu) from $250/month to $400/month Uniforms Bulletproof vests for Code Enforcement Officers Boot allowance increase from $200/year to $300/year
Encampment
Differential
3% of base pay for hours worked cleaning encampments
Shift Differential Increase swing shift from 5% to 7%
Increase night shift from 7% to 10%
This first resolution approves the new Memorandum of Understanding with the substantial provision noted above. The second resolution is the second step of the required two-step budget amendment process to amend the FY 2024-25 Adopted Budget and to approve the new Salary Plan. This amended budget would go into effect on July 24, 2024.
FISCAL IMPACT
Approval of the attached Agreement will increase the FY 2024-25 General Fund and Other Funds expenditures by $1,053,029 and $1,283,635 respectively.
Date: July 23, 2024
Subject: ADOPT A RESOLUTION APPROVING AMENDMENT TO FISCAL YEAR 2024-25 BUDGET FOR IBEW NEGOTIATIONS (STEP 2)
Additional FY 2024-25 budget impacts are as follows:
• COLA 5% + Equity adjustment of 3%: General Fund $1.19M and Other Funds $1.15M • Group Health insurance increase: General Fund $129K and other funds $120K • Medflex (In-lieu of): $6,600
• Uniforms: Bulletproof vests @$1K * 7 FTE & boot allowance increase of $100 for 120 FTE = $12,000 • Encampment cleanup: $51K
• Shift Differential: $65K
• COLA for ARPA funded positions will be adjusted during the reallocation of ARPA funds at a separate council meeting.
Additional costs of $2,336,664 will be expended from the fund balance for FY 2024-25.
Funding for future fiscal years will be requested as part of the annual budget process and will be factored into the Five-Year Financial Forecast.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
1. Resolution to Amend the City's FY 24-25 Budget for IBEW CAO Stamp
2. Exhibit 1 - IBEW New Contract
CONTACT
Stephanie Sifuentes, Human Resources Director (707) 649-4852 [email protected]
Attachment A
RESOLUTION NO. 24-_____ N.C.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AMENDING THE FISCAL YEAR 2024-25 BUDGET FOR THE SUCCESSOR MEMORANDUM OF
UNDERSTANDING WITH THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, LOCAL 1245
WHEREAS, in June 2024, the City Council adopted a budget for Fiscal Year 2024-25; and WHEREAS, City Charter Section 703 requires that available funds not included in the budget may be appropriated by City Council after giving one week’s notice of intention to do so; and WHEREAS, on July 9, 2024 City Council gave notice of its intention to amend the City’s budget for Fiscal Year 2024-25; and
WHEREAS, on July 9, 2024 the City Council approved a successor Memorandum of Understanding between the City of Vallejo and the International Brotherhood of Electrical Workers, Local 1245 (the “MOU”); and
WHEREAS, the MOU has certain pay increases and changes to benefits that require an adjustment to the 2024-25 budget; and
WHEREAS, staff is proposing that the General Fund expenditures be increased by $1,053,029, as set forth in Exhibit 1 and of this Resolution; and
WHEREAS, staff is proposing that Other City Fund expenditures be increased by $1,283,635 respectively as set forth in Exhibit 1 of this Resolution; and WHEREAS, staff is proposing to draw down from the fund balance by $2,336,664 as set forth in Exhibit 1 and of this Resolution; and
WHEREAS, the City Council has considered the report and recommendations of the City Manager on the budget amendments and has determined that the budget amendments are both fair and appropriate.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Vallejo, pursuant to Charter Section 703, does hereby approve the amendment of the City’s budget for Fiscal Year 2024-25, as set forth in Exhibit 1 of this Resolution, which is by this reference incorporated herein; Adopted by the Council of the City of Vallejo at a regular meeting held on July 23, 2024 with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Attachment A
ROBERT H. MCCONNELL, MAYOR
ATTEST: ______
DAWN G. ABRAHAMSON, CITY CLERK
City of Vallejo
Fiscal Year 2024-2025
Budget Amendment
(IBEW New Contract)
EXHIBIT 1
Expenditure
General Fund
COLA + Equity for 8% (Fund 001-004) 1,407,529 $
Boot Allowance 6,500
Bullet Proof Vest 7,000
Subtottal, General Fund 1,421,029
Reclass Anticipated Compensation Increase Budget from Non- Departmental to Departments (368,000)
Net Impact to General Fund 1,053,029
Other Funds
COLA + Equity for 8%
Fund 112 15,212
Fund 121 88,246
Fund 161 38,077
Fund 401 1,072,570
Fund 501 64,030
Boot Allowance 5,500
Total, Other Funds 1,283,635
Total FY 2024-2025 Budget Adjustment 2,336,664$
ACTION ITEM 9.A.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Jason Ta, Interim Chief of Police
SUBJECT: CONSIDERATION OF AND FINDING TO CONTINUE THE STATE OF LOCAL
EMERGENCY RELATING TO PUBLIC SAFETY STAFFING AND UPDATE ON ACTIONS
TAKEN TO DATE AND DIRECTION ON FREQUENCY OF STATUS REPORTING
RECOMMENDATION
Receive the update and confirm the continued existance of the conditions leading to the declaration of a state of local emergency and provide direction to staff on the frequency of status reporting.
REASONS FOR RECOMMENDATION
As presented at the July 25, 2023 City Council meeting, the City of Vallejo Police Department is facing a significant staffing crisis and the number of sworn staff continues to decline. When presented with this information, City Council unanimously agreed to approve a Proclamation of Emergency. The proclamation allows the City Manager to quickly implement changes related to police staffing and the continuation of providing police services to Vallejo.
State law requires that it be reaffirmed every 60 days. The 60th day since the last confirmation of the proclamation is June 8, 2024.
BACKGROUND AND DISCUSSION
On July 25, 2023, the City Council unanimously voted to approve a Proclamation of Emergency due to the critical staffing levels at the City of Vallejo Police Department. Below is an update on the items previously discussed when the local emergency was declared:
Status of the 4 Phases (as of July 16, 2024):
Phase #1 – Service Model Reduction
This phase has been partially implemented. The department held two town hall meetings to share data and discuss service impacts regarding alarm call response. The department also met with the alarm industry to discuss alarm calls and service impacts. These meetings and discussions concluded on Sept. 7, 2023. At the February 13th council meeting, Council directed staff to proceed with a Verified Response ordinance and protocol. The ordinance has not been updated.
The "Condition Blue" program has been evaluated and is ready for implementation.
Phase #2 & #3 – Rotation of Officers to Patrol Shifts & Completely Collapsing Traffic and Detective Divisions Phase #2 is completed.
Phase #3 is in progress with the Traffic Division collapsed as of July 2023. Due to returning VPD officers, detectives are no longer filling patrol vacancies.
Phase #4 – Modifying All Patrol Shifts to 12-hour Shifts or Another Staffing Model
Date: July 23, 2024
Subject: CONSIDERATION OF AND FINDING TO CONTINUE THE STATE OF LOCAL
EMERGENCY RELATING TO PUBLIC SAFETY STAFFING AND UPDATE ON
ACTIONS TAKEN TO DATE AND DIRECTION ON FREQUENCY OF STATUS
REPORTING
It does not appear that the department will be entering into Phase 4.
Current Staffing Numbers (as of July 16, 2024):
Total Sworn Staffing: 73
Number of Officers Working Patrol: 36
Outside Agency Assistance:
On March 12, 2024, the City Council unanimously adopted a resolution notifying the Solano County Board of Supervisors of the City's desire to receive law enforcement services from the Solano County Sheriff. On April 12, the City of Vallejo provided county counsel with requested data. Currently, the Sheriff is awaiting a decision on SB 1379 to proceed with up-staffing, to provide public safety contract assistance to the Vallejo Police Department.
The City Manager is currently running a Request for Proposal (RFP) for uniformed unarmed and armed security guards. The RFP will close at the end of this month (July).
Emergency Conditions Remain:
As stated above on July 23, 2023, the City Council adopted a proclamation declaring a state of local emergency pursuant to Government Code Section 8550 et. seq. Pursuant to California Government Code Section 8630(c) the City Council is required to review the need for continuing the local emergency at least once every 60 days until the City Council terminates the local emergency. Council last reaffirmed the emergency at its April 9, 2024, meeting.
SB 1379, which would allow the Solano County Sheriff's Office and exemption for retired annuitants to assist the City of Vallejo during its staffing crisis. The bill has passed the Appropriations Committee, the Senate, and the Assembly PERS committee. The bill has been proceeding under the emergency clause and is expected to be heard by the Assembly in August.
In May 2024, the Mayor and City Manager sent letters requesting assistance to Senator Dodd's office and Governor Newsome's office.
Based upon the continuing staffing conditions outlined above, staff requests that the City Council reaffirm the existence of the state of local emergency.
FISCAL IMPACT
There is no immediate financial impact associated with this item. Any potential impact will be brought back to City Council with related costs.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
None
CONTACT
Date: July 23, 2024
Subject: CONSIDERATION OF AND FINDING TO CONTINUE THE STATE OF LOCAL
EMERGENCY RELATING TO PUBLIC SAFETY STAFFING AND UPDATE ON
ACTIONS TAKEN TO DATE AND DIRECTION ON FREQUENCY OF STATUS
REPORTING
Jason Ta, Interim Chief of Police (707) 648-4540
[email protected]
ACTION ITEM 9.B.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Michael Nimon, Economic Development Director
SUBJECT: PROVIDE AN UPDATE ON EFFORTS TO SUPPORT LOCAL BUSINESSES AND ADOPT
A RESOLUTION APPROVING THE SMALL BUSINESS HARDENING GRANT PROGRAM IN THE AMOUNT OF $60,000
RECOMMENDATION
Receive an update on efforts to support local businesses and adopt a resolution approving the small business hardening grant program in the amount of $60,000.
REASONS FOR RECOMMENDATION
As a result of the COVID-19 pandemic, many businesses experienced a difficult time with consumer support as spending has not returned to pre-pandemic levels. Additionally, some local businesses experienced break- ins and have incurred additional costs from damage and increases in insurance rates. During the September 12, 2023 City Council meeting, Council reallocated $60,000 of the American Rescue Plan Act (ARPA) grant towards security improvements and related costs associated with small business crime prevention. This program would reimburse small businesses that have been negatively impacted by the pandemic for security- related purchases such as cameras, locks, window enhancements, and doors.
BACKGROUND AND DISCUSSION
ARPA Funding
On March 11, 2021, President Biden signed into law the American Rescue Plan Act (ARPA), delivering $1.9 trillion of aid towards addressing the COVID pandemic and corresponding economic crisis. This legislative package included $350 billion in federal fiscal relief for local governments. This provision of the American Rescue Plan Act is referred to as the Coronavirus State and Local Fiscal Recovery Funds (SLFRF) and includes $65.1 billion of direct and flexible aid to American cities, towns, and villages. The City of Vallejo was a recipient of these funds in the amount of $25,727,736. The Local Fiscal Recovery Funds are designed to bolster agencies' responses to the COVID-19 pandemic and its economic impacts by supporting the immediate pandemic response, bringing back jobs, laying the groundwork for a strong and equitable recovery, and have the following objectives:
• Support urgent COVID-19 response efforts to continue to decrease the spread of the virus and bring the pandemic under control
• Replace lost public sector revenue to strengthen support for vital public services and help retain jobs • Support immediate economic stabilization for households and businesses • Address systemic public health and economic challenges that have contributed to the unequal impact of the pandemic
The United States Department of the Treasury released an Interim Final Rule on May 17, 2021 and allowed for comments until July 16, 2021. The Final Rule became effective on April 1, 2022. The Final Rule provides a non-exclusive list of allowable expenditures and guidance regarding reporting and usage of funds, including
Date: July 23, 2024
Subject: PROVIDE AN UPDATE ON EFFORTS TO SUPPORT LOCAL BUSINESSES AND ADOPT
A RESOLUTION APPROVING THE SMALL BUSINESS HARDENING GRANT PROGRAM IN THE AMOUNT OF $60,000
the requirement to obligate funds by December 31, 2024, and expend them by December 31, 2026. The allowable uses in the Final Rule include the following:
• Support public health expenditures, by, for example, funding COVID-19 mitigation efforts, medical expenses, behavioral healthcare, and certain public health and safety staff • Address negative economic impacts caused by the public health emergency, including economic harms to workers, households, small businesses, impacted industries, and the public sector • Replace lost public sector revenue, using this funding to provide government services to the extent of the reduction in revenue experienced due to the pandemic • Provide premium pay for essential workers, offering additional support to those who have and will bear the most significant health risks because of their service in critical infrastructure sectors • Invest in water, sewer, and broadband infrastructure, making necessary investments to improve access to clean drinking water, support vital wastewater and stormwater infrastructure, and expand access to broadband internet
Ineligible uses include the following:
• Contribution towards federal matching requirements, pension liability, financial reserves, legal settlements, and debt service
• Infrastructure not directly addressed in the Rescue Plan • Changes that reduce net tax revenue
Community Feedback
In April 2021, staff created a web page where community members could learn more about the American Rescue Plan Act and submit ideas. The page has continued to be updated as more information and resources are available. As of early September, over 1,000 visitors and more than 500 people have engaged with the web page. Ideas were collected from the launch of the web page to August 15 and then reviewed and categorized by staff. The top ten categories of ideas in order of interest include:
1. Homelessness and Mental Health
2. Streets Safety
3. City Infrastructure
4. Road/Street Maintenance
5. Schools/Education
6. Food Insecurity
7. Housing
8. Public Safety
9. Small Business
10. Code Enforcement
On September 26, 2023, the Council allocated $60,000 in ARPA funds to provide grants to small businesses to be used to enhance safety. The City’s existing business support efforts and proposed details for the program are outlined below.
City’s Small Business Relief Efforts
Small businesses are the backbone of the local economy. As a reminder, the Economic Development staff has Date: July 23, 2024
Subject: PROVIDE AN UPDATE ON EFFORTS TO SUPPORT LOCAL BUSINESSES AND ADOPT
A RESOLUTION APPROVING THE SMALL BUSINESS HARDENING GRANT PROGRAM IN THE AMOUNT OF $60,000
been implementing various efforts to support local businesses over the last three years with the following projects and programs:.
• Economic development staff implemented business retention visits focused on businesses negatively affected by crime and break-ins. During the last year staff visited 28 businesses and provided resources and support.
• In January 2024, Economic Development staff in partnership with the Economic Development Commission and Solano Economic Development Corporation launched a new business retention program focused on visiting existing businesses in the community. The newly formed committee has been visiting businesses with strategic economic development importance to the City periodically. The program is designed to build relationships and understand the local business environment while connecting businesses with support and resources available across local, regional, and state agencies. • Economic Development staff deployed over $720,000 in COVID relief grants augmented with ARPA funding. Prior rounds of ARPA funded micro grants consisted of $440,000 deployed to 81 businesses with a $100,000 restaurant resiliency grant deployed to 22 participants in 2022. Additionally, $90,000 in arts funding was deployed to 11 arts and culture non-profit organizations.
Proposed Program Design
To provide financial relief to small businesses who have been negatively impacted by the pandemic, staff have devised terms for the Small Business Hardening Grant Program, based on a review of similar programs in other jurisdictions including:
City of Tracy San Francisco
City of
Bakersfield
City of Stockton
City of Long
Beach
City of Hayward
The impacts from the COVID-19 pandemic have created dire circumstances for many businesses in Vallejo.
This Program is designed to provide economic relief to small businesses in Vallejo with the goal of preserving local jobs. Staff recommends the following key Program terms:
Grant Criteria Staff Recommendation for the Small Business Hardening Grant Program
Business License Active as of March 2020 (the beginning of the pandemic and the initiation of lock-downs)
Grant Amount Up to $3,000 per business (lottery basis)
Business Size 20 full-time equivalent employees or below Eligibility
o Attestation by the business owner that the business has suffered negative impacts such as lost revenue or increased costs, challenges covering payroll, rent or mortgage, or other operating costs, the capacity to weather financial hardships, and general financial insecurity resulting from the COVID-19 pandemic; and
o Proof of receipts for security improvements for items like cameras, locks, and window enhancements
Business type and location Brick and mortar businesses located in the City of Vallejo Date: July 23, 2024
Subject: PROVIDE AN UPDATE ON EFFORTS TO SUPPORT LOCAL BUSINESSES AND ADOPT
A RESOLUTION APPROVING THE SMALL BUSINESS HARDENING GRANT PROGRAM IN THE AMOUNT OF $60,000
NEXT STEPS
Once approved, Economic Development staff will create an application and will market the program to local businesses via various outreach channels for at least three weeks before the program launches. Staff will implement the program in-house and will award up to 20 businesses with the grant.
FISCAL IMPACT
There is no fiscal impact to the General Fund as ARPA grant funding will be utilized for this business grant program. This funding was allocated to this use on September 26, 2023.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
1. Resolution Approving Business Hardening Grant_CAO Stamp
CONTACT
Michael Nimon, Economic Development Director (707) 648-4109 [email protected]
RESOLUTION NO. 24-_______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING
THE SMALL BUSINESS HARDENING GRANT PROGRAM IN THE AMOUNT OF $60,000
WHEREAS, on March 11, 2021, President Biden signed into law the American Rescue Plan Act (ARPA), delivering $1.9 trillion of aid towards addressing the COVID-19 pandemic and corresponding economic crisis; and
WHEREAS, pursuant to the Final Rule promulgated by the Department of the Treasury, ARPA funds may be used to assist small businesses that have suffered negative economic impacts and recipients, such as the City, may design and implement a local response to said negative economic impacts; and
WHEREAS, on September 26, 2023, the City Council allocated $60,000 in ARPA funds to provide aid to small businesses who have suffered negative impacts resulting from the COVID-19 pandemic; and
WHEREAS, a shortage of public safety resources at the local, regional, and state level, combined with increased crimes against businesses, have created dire circumstances for many businesses in Vallejo; and
WHEREAS, the Small Business Hardening Grant Program (Program) is designed to provide economic relief to small businesses in Vallejo with the goal of preserving local jobs; and
WHEREAS, if the Program is approved, Economic Development staff will create an application and market the program to local businesses via various outreach channels for at least three weeks before the program launches.
NOW THEREFORE, BE IT RESOLVED that the City Council hereby approves the Small Business Hardening Grant Program, in the amount of $60,000, outlined as follows:
Grant Criteria Staff Recommendation for the Small Business Hardening Grant Program
Business License Active as of March, 2020
Grant Amount Up to $3,000 per business (lottery basis)
Business Size 20 full-time equivalent employees or below
Eligibility Proof of receipts for security improvements for items like cameras, locks, and window enhancements
Reimbursement Uses Brick and mortar businesses located in the City of Vallejo PASSED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting thereof held on July 23, 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
Mayor Robert H. McConnell
ATTEST:
Dawn Abrahamson, City Clerk
ACTION ITEM 9.C.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Natalie Peterson, Assistant to the City Manager
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS AUTHORITY; SOLANO COUNTY; AND THE CITIES OF BENICIA, FAIRFIELD, RIO VISTA, SUISUN CITY,
VACAVILLE, AND VALLEJO FOR COST SHARING ADMINISTRATIVE EXPENSES
RECOMMENDATION
Adopt a resolution of the City Council of the City of Vallejo approving a Memorandum of Understanding between Community Action Partnership of Solano, Joint Powers Authority; Solano County; and the cities of Benicia, Fairfield, Rio Vista, Suisun City, Vacaville, and Vallejo for cost sharing administrative expenses.
REASONS FOR RECOMMENDATION
The Community Action Partnership of Solano, Joint Powers Authority (CAP Solano JPA) is a countywide organization focused on collaboration and coordination of homeless services in Solano County. CAP Solano JPA seeks to execute a Memorandum of Understanding from each participating jurisdiction, which includes the City of Vallejo, to fund administrative personnel. Without dedicated administrative staff, CAP Solano JPA is limited in capabilities for competitive grant writing contract oversight grant administration, and countywide service coordination. These functions have historically and are currently being performed through in-kind staff support from several of the participating jurisdictions.
BACKGROUND AND DISCUSSION
In July of 1999, the Solano County Board of Supervisors established a Joint Exercise of Powers Agreement called the Solano Safety Net Consortium. The agreement included: Benicia, Fairfield, Rio Vista, Suisun City, Vacaville, Vallejo and the County of Solano. The organization was established to provide:
• oversight and coordination of homeless and safety net services; and • to serve as the conduit for safety net funding; and
• to administer such funds and make grants available to other non-profit entities for the provision of services; and
• to set policy and be the central agency for the oversight and technical assistance for the operation of homeless shelters, transitional housing, community action councils, and other safety services; and • to undertake such other programs as the Board of Directors authorized.
Historically, the Board of Directors was comprised of administrative staff from each of the member jurisdictions. While successful in various facets of funding attainment, the Consortium lacked policy making authority within each respective jurisdiction.
In 2022, the organization was restructured to become the CAP Solano JPA and added the city of Dixon. The newly formed Board of Directors is comprised of two members from each participating jurisdiction’s elected body. In this way, the JPA relies upon the Board of Directors to establish policy for the JPA and influence
Date: July 23, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS AUTHORITY; SOLANO COUNTY; AND THE CITIES OF BENICIA, FAIRFIELD, RIO VISTA, SUISUN CITY,
VACAVILLE, AND VALLEJO FOR COST SHARING ADMINISTRATIVE EXPENSES
coordination of countywide policy within each member jurisdiction.
Administrative Needs
Shortly after reforming CAP Solano JPA, the Board of Directors undertook a strategic planning process to identify countywide homelessness and safety net service priorities. The Board also identified the need for administrative staff dedicated to the JPA as a priority. Historically, CAP Solano JPA, relied upon in-kind staff support from member jurisdictions.
In June 2023, the Board asked the City/County Manager’s group to review staffing options and make a recommendation to the CAP Solano JPA Board. In August 2023, the Manager’s group presented the Board with a staffing plan that includes 6.5 full-time equivalent (FTE) staff to be hired as County personnel and hire in a three-phase transition. The positions identified include an Executive Director (1 FTE), Grants Manager (1 FTE), Homeless Coordinator (1 FTE), Policy Manager (1 FTE), and Fiscal Agents (2.5 FTE).
The proposed Memorandum of Understanding (MOU) (attached) identifies the roles of each of the proposed
6.5 FTE. However, the modification of job titles and/or descriptions is under the purview of the Executive Director position based on organizations need and with the approval of the CAP Solano JPA Board. This flexibility allows the Executive Director to identify administrative tasks and adapt staffing accordingly.
The MOU also identifies a three-phased implementation plan for hiring staff. Phase 1 includes hiring the Executive Director, Grants Manager, and Homeless Coordinator. Phase 2 focuses on hiring the Policy Manager. And Phase 3 will focus on hiring staff necessary to transition the Fiscal Agent responsibilities from the City of Vacaville, who currently serve as the JPA’s fiscal agent.
While Vacaville serves as the Fiscal Agent, it is not fully compensated for the costs of providing service to CAP Solano JPA. Therefore, the MOU allows Vacaville to receive future credit for in-kind fiscal agent services after those duties transfer to CAP Solano JPA.
Key Terms of the MOU
The following lists key terms of the MOU for all participating jurisdictions:
• Length of the MOU is five (5) years, with an automatic renewal for another five (5) years. • A member may terminate their participation in the MOU at any time by providing 360 days’ written notice prior to the end of any fiscal year, or with 180 days’ notice prior to expiration of the initial term, however, some obligations remain even after termination. • The County of Solano will serve as the staffing agency, with all employees being County employees.
However, the personnel under CAP Solano JPA will directly be responsible to the Board of Directors and not subject to oversight or direction from the County. • Each participating jurisdiction is required to identify their contributions within their budget and the JPA will invoice by July 31 of each year with a 60-day payment window.
Funding Structure
To fund the administrative operational costs, each participating jurisdiction will be responsible for funding the CAP Solano JPA. After discussion and consideration of various funding formulas, the Board of Directs chose a population-based funding formula. This was the same funding formula that City Council provided to staff at their Council Meeting on October 17, 2023. The formula works as follows:
Date: July 23, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS AUTHORITY; SOLANO COUNTY; AND THE CITIES OF BENICIA, FAIRFIELD, RIO VISTA, SUISUN CITY,
VACAVILLE, AND VALLEJO FOR COST SHARING ADMINISTRATIVE EXPENSES
• First, any grant funds that provide administrative funds are used to cover administrative costs; and • Then, the County of Solano pays 25% of the total remaining administrative costs; and • Finally, each participating jurisdiction pays based on their population as a percentage of the total county population.
The goal of the JPA is to self-fund through successful grant funding. As more grant funds are obtained through successful coordination at the JPA, the less funding should be required from the JPA member agencies.
Additionally, a joint funding request was submitted to Senator Bill Dodd and Assemblymember Lori Wilson’s offices to cover four (4) years of costs. If funded, this would allow an acceleration of transition to JPA staffing by providing the monies necessary without each member jurisdiction required to pay at startup.
When CAP Solano JPA Board approved the MOU, Dixon was the sole “no” vote. Their justification was that when they originally joined the JPA in 2022 they were told that the JPA would not have any costs for the participating cities. Dixon has officially removed themselves from the Staffing MOU.
At the June 27, 2024 CAP Solano JPA meeting the JPA Board decided that with Dixon not signing the MOU, they would eliminate their financial contribution and reduce the overall budget to reflect the funds being provided by the other participating members. With Dixon electing to not provide funding for the JPA staff, there were conversations regarding what services or benefits that they would receive from the JPA and the JPA Board decided that they would come back at a future meeting to have a policy discussion about this topic. The JPA Board approved the following motion relating to this staffing MOU “Move the MOU without the City of Dixon’s signature, approve job classifications for 6.5 County Positions to be filled up to available funding sources allow, and return at a future date with a policy consideration of Dixon’s service accessibility to JPA Staff and future JPA Staff funding and services.”
Additional funding that goes to CAP Solano JPA
The City of Vallejo is a part of a three-year MOU (attached) between CAP Solano JPA; Solano County; and the Cities of Benicia, Fairfield, Rio Vista, Suisun City, Vacaville and Vallejo that was entered into on June 1, 2022. This MOU is in regard to the Housing First Solano Continuum of Care Coordinated Entry System. CAP Solano JPA is charged with providing oversight and coordination of homeless and safety net services to the residents of the County and Cities; serving as the conduit for safety funding support; administering such funds and making grants available to other non-profit entities that provide services to people experiencing homelessness; setting policy and being the central agency for the oversight and technical assistance for the operation of homeless shelters, transitional housing, homeless assistance centers, community action council and other safety net services; and undertaking such other programs as its Board of Directors may authorize, including such duties and tasks required to receive and distribute federal, state, local, and other funding to support the JPA’s mission. The total three year cost associated with this MOU is $994,657, of which the City of Vallejo is responsible for $227,325 (22.85%).
FISCAL IMPACT
The City of Vallejo’s estimated costs for participation in the CAP Solano JPA, for the first 4 years is outlined in the following table:
Date: July 23, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS AUTHORITY; SOLANO COUNTY; AND THE CITIES OF BENICIA, FAIRFIELD, RIO VISTA, SUISUN CITY,
VACAVILLE, AND VALLEJO FOR COST SHARING ADMINISTRATIVE EXPENSES
FY 24-25 FY 25-26 FY 26-27 FY 27-28 4-Year
Totals
Vallejo $82,764.97 $100,753.9
8 $121,193.6
2 $147,114.3
3 $451,826.89
The City Council allocated $74,072 during the mid-year process towards this MOU. There is available $14,000 budget towards addressing homelessness in FY 23-24 that can be used to fully cover the estimated FY 24- 25 allocation. Funding for the future years will be requested by staff during the annual budget process.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
1. CAP Solano JPA staffing resolution - CAO STAMP
2. CAP Solano JPA Staffing MOU_with edits
3. CAP Solano JPA Housing First CoC MOU
CONTACT
Natalie Peterson, Assistant to the City Manager (707) 649-3415 [email protected]
RESOLUTION NO. 24-________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING A
MEMORANDUM OF UNDERSTANDING BETWEEN COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS AUTHORITY; SOLANO COUNTY; AND THE CITIES OF
BENICIA, FAIRFIELD, RIO VISTA, SUISUN CITY, VACAVILLE, AND VALLEJO FOR COST
SHARING ADMINISTRATIVE EXPENSES
WHEREAS, the City of Vallejo is a party to the Community Action Partnership of Solano, Joint Powers Authority (the “CAP Solano JPA”) for the purpose of coordinating the provision of homeless and other safety net services across Solano County; and WHEREAS, CAP Solano JPA is comprised of the County of Solano, and the cities of Benicia, Dixon, Fairfield Rio Vista, Suisun City, Vacaville, and Vallejo (each referred to collectively as the “participating jurisdictions,” or “member organizations”); and WHEREAS, the CAP Solano JPA Board of Directors, comprised of elected officials from each of the member organizations, has identified a need for administrative personnel to manage the application for grant funds, oversight of sub-grants to service providers, coordination of services, financial administration of funds, and coordination of policy amongst participating jurisdictions; and
WHEREAS, CAP Solano JPA does not currently have personnel to perform administrative functions, instead relying on a patchwork of partially funded and in-kind services from participating jurisdictions; and
WHEREAS, without administrative personnel, CAP Solano JPA is stunted in its ability to deliver upon the core mission of the organization, maximize grant funding opportunities, and expand the provision of safety net services to vulnerable populations; and WHEREAS, to pay for the administrative personnel needed, CAP Solano JPA requires financial participation from member organizations in the form of direct financial contributions; and WHEREAS, the CAP Solano JPA Board of Directors has asked the County of Solano to at as the central staffing agency to hire personnel, administer pay and benefits for those personnel, and to provide other administrative support for the CAP Solano JPA administrative staff; and WHEREAS, the County of Solano has agreed to be the central staffing agency to hire personnel on behalf of CAP Solano JPA, and to administer pay and benefits for those personnel, and to provide other administrative support for the CAP Solano JPA administrative staff; and WHEREAS, a Memorandum of Understanding (the “MOU”) amongst each of the member organizations is necessary to detail the terms, conditions, and formula for determining the contribution of payments agreed to mutually by each of the participating jurisdictions, including the obligation to pay funds for future costs associated with administrative personnel; and
WHEREAS, the governing body of each participating jurisdiction must approve the MOU, provided in Attachment A hereto; and
WHEREAS, it is recognized that no individual governing body has control over the governing bodies of other member organizations, and as a regional approach to providing for efficient service delivery to homelessness, flexibility may be necessary for minor amendments to the MOU should any one, or more, member organizations not approve of the MOU or determine it is in their best interest to deny participation in CAP Solano JPA.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approve the Memorandum of Understanding herein as Attachments A.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager or his designee to execute same.
Adopted by the Council of the City of Vallejo at a regularly schedule meeting held on June 11, 2024 with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_________________________________________
ROBERT H. MCCONNELL, MAYOR
ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
MEMORANDUM OF UNDERSTANDING
BETWEEN
COMMUNITY ACTION PARTNERSHIP OF SOLANO, JOINT POWERS AUTHORITY; SOLANO COUNTY; AND THE CITIES OF BENICIA, DIXON, FAIRFIELD, RIO VISTA,
SUISUN CITY, VACAVILLE, AND VALLEJO FOR COST SHARING ADMINISTRATIVE
EXPENSES
This Memorandum of Understanding, hereinafter referred to as “MOU,” is made effective July 1, 2024 by and between the Community Action Partnership of Solano, Joint Powers Authority, hereinafter referred to as the “JPA”; the County of Solano, hereinafter referred to as the “County”; and the Cities of Benicia, Dixon, Fairfield, Rio Vista, Suisun City, Vacaville, and Vallejo, hereinafter referred to as the “Cities”; individually, a “Party”; and collectively, the County and Cities as the “Parties”
WHEREAS, in 1999, the cities of Fairfield, Vallejo, Suisun City, Rio Vista, and Benicia, along with the County of Solano, entered into a joint powers agreement to form the agency originally known as the Solano Safety Net Consortium, which was later renamed as the Community Action Partnership of Solano County; and
WHEREAS, in 2014, the City of Vacaville became a signatory to the joint powers agreement and became a member of the joint powers agency originally known as the Solano Safety Net Consortium, which was later renamed as the Community Action Partnership, Solano County or CAP Solano.
WHEREAS, in 2022, a superseding joint powers agreement was executed to reflect a change in the Board membership to be comprised of a representative from the legislative body of each member agency and the City of Dixon was added as a Party to the agreement; and WHEREAS, the Parties determined that the creation of a JPA is the best organizational approach for coordinating the provision of homeless and safety net services; and WHEREAS, the JPA is charged with providing oversight and coordination of homeless and safety net services to the residents of the County and Cities; serving as the conduit for safety net funding support; administering such funds and making grants available to other government or non-profit entities that provide services to people experiencing homelessness; setting policy and being the central agency for the oversight and technical assistance for the operation of homeless shelters, transitional/interim housing, homeless assistance and navigation centers, community action councils and other safety net services; and undertaking such other programs as its Board of Directors (Board) may authorize, including such duties and tasks required to receive and distribute federal, state, local, and other funding to support the JPA’s mission; and WHEREAS, the State of California is seeking local municipalities to create regional structures to work to prevent and end homelessness focusing on coordinated efforts, transparency and accountability; and
WHEREAS, currently administrative services are provided by certain partner Parties through separate MOUs whereby existing staff of the partner Parties also provide services to the JPA, however, the Parties recognize that additional administrative resources are needed to enable the 2 JPA to operate an effective and efficient system to address homelessness and implement best practice solutions to increase housing opportunities; and WHEREAS, the Parties desire to establish an equitable means to sharing in costs associated with the establishment of additional administrative resources for the JPA.
NOW, THEREFORE and in consideration of the recitals set forth above, of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
PURPOSE
(1) Purpose. The purpose of this MOU is to provide funds for and establish an equitable means to sharing in costs associated with establishing additional administrative resources for the JPA to provide oversight and coordination of homeless and safety net services to the residents of the Parties; to serve as the conduit for safety net funding support; to administer such funds and make grants available to other government or non-profit entities for services to the homeless; to set policy and provide technical assistance for the operation of homeless shelters, transitional/interim housing, homeless assistance and navigation centers, and other safety net services; and to undertake such other programs as the Board may authorize. For purposes of participation in this MOU, oversight is merely intended to represent regional coordination and no Party, by virtue of its participation, intends or agrees to abridge any power and/or legal authority it has by virtue of said Partys’ participation of this MOU.
ARTICLE II
PERSONNEL STRUCTURE
(1) County as Staffing Agency.
(a) County agrees to hire and retain the JPA staff on behalf of the JPA. (b) County will incur indirect costs associated with staffing. These costs will include expenses related to IT infrastructure, office space, furniture, utilities, insurance, and other overhead expenses which will be accounted for in budgeting and resource allocation.
(c) JPA personnel will align with County classification and compensation structures. (d) JPA personnel shall be hired by the County but act in the interest of and at the direction of the JPA Board within the duties allowable under the approved County classifications.
(e) This MOU will initially support the JPA with 6.5 FTE as outlined in Exhibit C. (2) Personnel Structure.
(a) This MOU will support the following personnel restructuring that will be managed in three phases as outlined in Exhibit A.
(1) Phase 1: 3.0 FTE with roles of Executive Director, Grants Manager, and 3 Homeless Coordinator
(2) Phase 2: The addition of 1.0 FTE with the role of Policy Manager (3) Phase 3: The addition of 2.5 FTE with the role of Fiscal Agent (b) The JPA Board will interview candidates for the role of Executive Director and will make a recommendation to the County on final selection. Upon County concurrence, which will not be unduly withheld, and hiring following standard County hiring procedures, the JPA Board will appoint the selection as the Executive Director. (c) The Executive Director shall be responsible for the hiring and regulation of all other JPA personnel activities including, but not limited to: selection, recruitment, discipline, performance evaluation, and discharge of any other JPA staff, contractors, and consultants based on the policy direction of the Board. (d) The Board shall not directly manage or direct any other employees of the JPA except the Executive Director, but shall provide policy direction to the Executive Director. (b) The JPA Board may not authorize an increase in JPA staffing, thereby increasing administrative costs charged to the Parties, without the express consent of each Party to this MOU. Consent shall be procured via resolution of each respective Party’s governing Board.
(c) The JPA Executive Director job description shall be created and approved by the Board. All other JPA personnel job classifications shall be aligned with current County job classifications. County job classifications which most closely align to the agreed upon roles will be presented to and approved by the Board. . (d) The phases of personnel transitions will overlap no more than three (3) months with the end of existing JPA personnel MOUs between JPA and partner Party to allow for transition of duties unless existing MOUs are terminated by mutual agreement of the parties to the applicable MOU. Phase 1 will begin with the hiring of the Executive Director. The Executive Director will hire additional JPA personnel as outlined in the phases described in Exhibit A.
(e) Time frame of phases are subject to adjustment with any award of external revenue (e.g. State grant funds) to support the administrative costs. Modifications to the approved schedule will be brought to the Board for review and approval. No increase in administrative costs will be charged to the Parties, without the express written consent of each Party. Consent shall be procured via resolution of each respective Party’s governing Board.
ARTICLE III
CONTRIBUTIONS; ACCOUNTS AND REPORTS
(1) Contributions: The Parties agree to a formula based on each Party’s proportional share of the total countywide population minus 25% of the costs to be paid for by the County. Any applicable administrative staffing expenses from Federal and State grants, foundations and donations will be applied first. The Parties agree the remaining costs will be allocated among the Parties using the cost-sharing formula in Exhibit B. (2) Fiscal Agent Costs: The City of Vacaville may continue to serve as Fiscal Agent until the 4 implementation of Phase 3. For the time the City of Vacaville serves as the Fiscal Agent, the City of Vacaville will be reimbursed based on separate Fiscal Agent and Grant Administration MOUs with CAP Solano to act in that capacity. Based on historical data, these MOUs do not cover the full costs incurred (“Incurred Costs”). Additional fiscal agent and grant administrative time which is not eligible costs through existing MOUS are being provided in-kind (“Unreimbursed Costs”).
Additional reimbursement to the City of Vacaville for Unreimbursed Costs shall take the form of a credit off the City of Vacaville’s share of the annual Contribution set forth in Article III, Paragraph 1 and Exhibit B of this MOU, and shall commence when the City of Vacaville is no longer serving as Fiscal Agent.
The amount of reimbursement for Unreimbursed Costs will be calculated beginning at the effective date of this MOU and will include salaries and benefits of documented actual time spent of staff providing in-kind support to fiscal agent functions that is not billable to the Fiscal Agent MOU or any Grant Administration MOUs up to a total of $250,000 annually.
As the City of Vacaville is responsible for 17.76% of the overall staffing costs under the Cost Sharing formula provided in Exhibit B, 82.24% of the Unreimbursed Costs as calculated above (Reimbursement Cost) will be reimbursed to the City of Vacaville over the five year period commencing the first day of the fiscal year that the City of Vacaville is no longer serving as Fiscal Agent, so that the City of Vacaville receives a credit of up to 20% of the Reimbursement Cost to be applied to the City of Vacaville annual cost sharing Contribution in each of the subsequent five years, until the City has received credit for 100% of the Reimbursement Costs. This provision survives the expiration or termination of this MOU and shall be carried over into each fiscal year’s budget until such time as the City of Vacaville has been fully reimbursed.
(3) Annual Budget.
(a) The JPA Board shall adopt a budget for administrative costs, in time to allow review and approval by the Parties prior to February 28 of each fiscal year. (b) Each Party shall prepare its own annual budget for their portion of JPA administrative costs. Each Party shall review and include its projected contribution in its respective requested budget by May 31 of each fiscal year. (c) At the close of the fiscal year and no later than October 31, the Executive Director will provide the Board with the reconciled budget detailing the actual accrued administrative support staffing costs for the previous year. Each Party will reconcile their contribution with the JPA as pursuant to the provisions of Article III, Paragraph 6 of this MOU.
(4) Authorization of Party Funding. The governing Board of each Party must authorize contributions based on the cost-sharing formula in Exhibit B and described in Article III Paragraph 2 for the cost-sharing formula for the City of Vacaville. Failure of any Party to authorize contributions shall be in default pursuant to the provisions of Article III, Paragraph 87 of this MOU.
5 (5) Accounting. The JPA shall maintain strict accountability of all funds, receipts, and expenses, and shall keep and maintain appropriate records and accounts of all funds, receipts, and expenses under this MOU in accordance with generally accepted accounting practices and requirements for California public agencies. The JPA shall allow any Party, or any of its employees, accountants, attorneys, or agents to review, inspect, copy, and audit any such records and accounts. Within 120 days after the close of each fiscal year, JPA shall give a completed written annual third party report of all financial activities for the fiscal year to the Parties.
(6) Record of Contributions. The JPA shall maintain records of all the contributions by each Party and by the JPA, including any staff resources contributed to the JPA. (7) Invoicing. Upon completion of the initial budget, and thereafter at such other intervals as determined appropriate by the Board, the JPA shall determine the amount of the budget expenses payable by Parties as outlined below. The JPA shall submit to each Party an invoice showing the yearly estimated cost share for all Parties for the applicable period together with a calculation of each of the Party’s share and their quarterly contribution. Each Party shall pay to the JPA the amount invoiced within 30 days after the date of the invoice. (a) 100% of the Party contributions shall be invoiced by July 31 (b) At the End of fiscal year, the JPA will provide the Board with the reconciled budget detailing the actual accrued administrative support staffing costs for the fiscal year. (c) The JPA shall submit to each Party a final invoice (or refund of unspent funds) of their portion of the costs as determined by each Party cost-sharing amount at the end of the fiscal year. The JPA shall issue any refunds within 30 days of the fiscal year reconcile end of year budget. Any Party may elect to have any refund of unspent funds applied to the subsequent fiscal year as a credit. (d) Any amount not paid within 60 days of the date of the invoice shall be delinquent. (8) Default and Delinquency. Any Party which defaults in its obligation to approve their budget contribution, pay, or advance any amounts due pursuant to this MOU after such amounts have become delinquent shall be deemed to have waived and relinquished any rights and benefits it may have under this MOU. Any defaulting Party shall be liable to the JPA for interest on the unpaid amount at the rate of 10% per annum, or the maximum rate allowed by law if it is less than 10% per annum, until the overdue invoice amount is paid in full. If the MOU is terminated, then the defaulting Party shall remain liable for payment of its share of debts, liabilities and obligations under this MOU incurred prior to the date of termination, plus interest.
(9) Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this MOU, or the breach, termination, or validity thereof, shall be first subject to negotiation between the Parties. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation.
(10) Debts, Liabilities, Obligations. County is liable for CalPERS liability of the JPA as 6 follows:
(a) The JPA shall use the County’s CalPERS contract for employees of the JPA. (b) If a Party terminates their participation in the MOU, the terminating Party shall be liable for, and upon demand shall promptly pay, its share of the existing and/or contingent liabilities of the JPA as of the effective date of the termination. The terminating Party’s share of liabilities shall bear the same relationship to the whole as its annual contribution for the operation of the JPA bears to the whole of all annual contributions. (c) If a Party terminates from the JPA, but the JPA does not dissolve or terminate, and the JPA established a plan of periodically paying down part of its unfunded accrued pension liability (“UAPL”) debt to CalPERS, the terminating Party shall continue to be liable, and to promptly pay thereafter to JPA upon being invoiced, its share of the JPA’s UAPL based upon its prior participation in the MOU. The terminating Party’s share of such UAPL expense shall be determined according to the same formula used by the JPA to allocate such costs during the final year of the terminating Party’s partnership. (d) The terminating Party shall also be liable for any additional JPA expenses as of the effective date of the withdrawal which are related to this MOU and exclusively benefit the terminating Party.
(e) Until such time that the JPA utilizes a different contract approved by its Board, if the County dissolves, terminates, or ends its contractual relationship with CalPERS (“the triggering events”), Government Code sections 6508.1 and 6508.2 will require all existing Parties, and certain past Parties, to each assume individual financial responsibility for its proportionate share of the UAPL then in effect. Each Party promises and represents that upon occurrence of a triggering event:
(1)It will undertake this obligation when requested by either CalPERS or the JPA; and
(2)That unless the Board determines differently, the proportionate share each Party will assume shall be based upon the same formula used to determine each Party’s share of the JPA’s last periodic UAPL payment to CalPERS in the year prior to the triggering event.
ARTICLE IV
TERM; DISPOSITION OF ASSETS; SIGNATURES
(1) Term. The Initial Term of this MOU is for five (5) years with automatic renewal of an additional five (5) years (“Subsequent Term”) unless a Party notifies the JPA at least 180 days prior to expiration of the Initial Term of its intent to terminate. This MOU is subject to termination previsions as detailed in Article IV Section 23 of this MOU. (2) Termination. Any Party may terminate from the MOU by providing the JPA, and the signatory of each Party, with written notice of its intent to terminate at least 180 days prior to expiration of the Initial Term. If a Party wishes to terminate prior to the expiration of the Initial Term, a 360 days’ notice prior to the end of the Fiscal Year is required. The terminating Party is obligated to pay that Party’s contributions through the end of the fiscal 7 year in which the termination is effective, and the debts, liabilities, and obligations described in Article 3, Paragraph 9.
In accordance with Article XVI, Section 18 of the California Constitution, if in any fiscal year subsequent to the execution of this MOU, a Party fails to appropriate money for the purpose of funding this MOU, this MOU shall terminate as to that Party, subject to the provisions of this Paragraph and Article 3, Paragraphs 7 and 9????? 8 and 10?????, effective upon the close of business on the last day of the fiscal year for which funding has been appropriated.
(1) Signatures And Counterparts. As permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act of 2000, and the Uniform Electronic Transactions Act (UETA), the Parties hereby agree to conduct this transaction by electronic means.
Accordingly, this AGREEMENT may be executed through an electronic signature and may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that the electronic signatures appearing on this AGREEMENT are intended by each Party using it to have the same force and effect as the use of a manual signature for the purposes of validity, enforceability, and admissibility.
(Signature Page Follows)
8 IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to beexecuted and attested by their properofficers thereunto duly authorized on the day and year set above each of the parties.
For Community Action Partnership of
Solano, JPA; a Joint Powers Authority:
For the City of Benicia, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE
1000 WEBSTER ST
ADDRESS
FAIRFIELD, CA 94533
CITY STATE ZIP
TITLE
250 EAST “L” STREET
ADDRESS
BENICIA, CA 94510
CITY STATE ZIP
DATE
DATE
Additional signatures to follow on the next page
9 For the City of Dixion, a municipal
corporation:
For the City of Rio Vista, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE
600 EAST “A” STREET
ADDRESS
DIXION, CA 95620
CITY STATE ZIP
TITLE
ONE MAIN STREET
ADDRESS
RIO VISTA, CA 94571
CITY STATE ZIP
DATE
For the City of Fairfield, a municipal
corporation:
DATE
For the City of Suisun City, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE
1000 WEBSTER STREET
ADDRESS
FAIRFIELD, CA 94533
CITY STATE ZIP
TITLE
701 CIVIC CENTER BOULEVARD
ADDRESS
SUISUN CITY, CA 94585
CITY STATE ZIP
DATE DATE
1 0
Additi
onal
signat
ures to
follow
on the
next
page
11 For the City of Vacaville, a municipal
corporation:
For County of Solano, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE
650 MERCHANT STREET
ADDRESS
VACAVILLE, CA 95688
CITY STATE ZIP
TITLE
675 TEXAS STREET, STE. 650
ADDRESS
FAIRFIELD, CA 94533
CITY STATE ZIP
DATE DATE
For the City of Vallejo, a municipal
corporation:
SIGNATURE
PRINTED NAME
TITLE
555 SANTA CLARA STREET
ADDRESS
VALLEJO, CA 94590
CITY STATE ZIP
DATE
12 EXHIBIT A: PRELIMINARY BUDGET
Preliminary budget incorporating 3 phases.
2024 2025 2026 2027 2028
In-Kind Contributions $ 370,954 $ 256,283 $132,118 $ 20,837 $ 21,879 Direct Costs $ 319,632 $ 335,614 $ 176,197
Homebase $ 275,000 $ 230,000 $ 200,000 $ 200,000 $ 100,000 Phase 1 - 3 FTE (ED, Grants
Mgr., Homeless Coord.) $ 142,751 $ 493,649 $ 518,331 $ 544,248 $ 571,460 Phase 2 - 1 FTE (Policy Mgr.) $ 83,748 $ 175,871 $ 184,664 $ 193,898 Phase 3 - 2.5 FTE (Fiscal Agent) $ 191,164 $ 401,444 $ 421,516 Estimated Overhead @ 15% $ 21,413 $ 86,610 $ 132,805 $ 169,553 $ 178,031 Other Administrative Costs $ 35,840 $ 218,600 $ 153,100 $ 158,875 $ 164,939 Est. Direct Cost Totals $ 794,636 $ 1,448,221 $1,547,468 $ 1,658,784 $ 1,629,844 In-Kind + Direct Costs $ 1,165,590 $ 1,704,504 $1,679,586 $ 1,679,621 $ 1,651,723 Revenue Estimates $ 812,139 $ 1,062,126 $1,077,455 $ 1,093,421 $ 943,562 Total Est. Funding Gap $ 17,503 $(386,095) $(470,013) $(565,363) $(686,282) 13 EXHIBIT B: FUNDING FORUMLA- COST SHARING
Effective July 1, 2024, each Party agrees to pay for the ongoing costs of the JPA administrative operations according to the following countywide population formula to be calculated annually when the budget is prepared.
(a) Any revenue received by the JPA eligible to be used for administrative operations, such as through donations, Federal and State grants and foundations, shall be applied to the budget first, reducing the total cost allocated to the Parties. (b) County shall provide 25% of the cost-sharing after applicable revenue above is applied.
(c) Cities shall provide the remaining funds after applicable revenue and County cost- sharing have been applied. The Cities portion of the remaining costs will be determined based on the City’s proportion of the total countywide population. (d) The funding formula contained herein shall be reevaluated by the Parties upon publication of annual population estimates published by the California Department of Finance report E-1.
Example of Cost-Sharing Estimates:
Percentage
of City cost
based on
population
Percentage
of Overall
Cost 2024 2025 2026 2027 4-Year Total
County 25.00% 96,523.75 117,503.25 141,340.75 171,570.50 526,938.25 Benicia 6.15% 4.61% 17,810.48 21,681.59 26,080.07 31,658.03 97,230.17 Dixon 4.47% 3.35% 12,938.11 15,750.21 18,945.41 22,997.42 70,631.14 Fairfield 28.08% 21.06% 81,314.55 98,988.32 119,069.75 144,536.22 443,908.83 Rio Vista 2.35% 1.76% 6,794.92 8,271.80 9,949.87 12,077.94 37,094.54 Suisun
City 6.69% 5.02% 19,369.06 23,578.94 28,362.32 34,428.41 105,738.74 Vacaville 23.68% 17.76% 68,579.17 83,484.90 100,421.21 121,899.15 374,384.44 Vallejo 28.58% 21.44% 82,764.97 100,753.98 121,193.62 147,114.33 451,826.89 Total Cost Share 386,095.00
373,156.89
470,013.00
454,262.79
565,363.00
546,417.59
686,282.00
663,284.58
2,107,753.00
2,037,121.86
All amounts are in dollars.
14 EXHIBIT C: STAFFING POSITIONS
This MOU will support the JPA with 6.5 FTE with the following roles:
(e) Executive Director. 1 FTE. With JPA Board directive will perform any duties necessary and appropriate for the day-to-day management and operation of JPA’s strategic vision and legal requirements of oversight and support of the Continuum of Care. Is responsible for the regulation of all other JPA personnel and independent contractors and consultants. Is responsible for the preparation of Board agendas and all matters pertaining to Board direction at duly noticed meetings. (f) Grants Manager. 1 FTE. Under the direction of the Executive Director, responsible for the planning and implementation of grant programs including researching and pursuing funding opportunities; executing funds to non-profit entities; providing technical assistance; and oversight of contract compliance. (g) Homeless Coordinator. 1FTE. Under the direction of the Executive Director, provides administrative support including drafting and vetting meeting agendas, coordinating JPA meeting logistics, drafting meeting minutes, maintaining Listserv and websites; and providing resources and referrals for community members and consumers. (h) Policy Manager. 1FTE. Under the direction of the Executive Director, will represent the interest of the Parties, work with State and National organizations and other advocates, service providers, and consumers for the amelioration of poverty and homelessness.
(i) Fiscal Agent. 2.5 FTE. Under the direction of the Executive Director, will be responsible for the oversight of all financial, budgeting, and accounting activities related to grants.
In accordance with Article II, Section 2c, the JPA Executive Director job description shall be created and approved by the Board. All other JPA personnel job classifications shall be aligned with current County job classifications. County job classifications which most closely align to the agreed upon roles will be presented to and approved by the Board. The role descriptions above do not encompass all administrative duties of the JPA. Those duties will be captured in the details of JPA job descriptions. Duties and responsibilities may be modified by the Executive Director with the approval of the JPA Board.
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
1000 Webster Street Fairfield, CA 94533 – www.capsolanojpa.org 11 For the JPA:
SIGNATURE
PRINTED NAME
TITLE
ADDRESS
CITY STATE ZIP
DATE
For Solano County, a municipal
corporation:
SIGNATURE
PRINTED NAME
TITLE
ADDRESS
CITY STATE ZIP
DATE
For the City of Benicia, a municipal
corporation:
Erik Upson
Erik Upson (May 12, 2022 09:41 PDT)
SIGNATURE
Erik Upson
PRINTED NAME
City Manager
TITLE
250 East L Street
ADDRESS
Benicia CA 94510
CITY STATE ZIP
May 12, 2022
DATE
For the City of Vallejo, a municipal
corporation:
SIGNATURE
PRINTED NAME
TITLE
ADDRESS
CITY STATE ZIP
DATE
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Michael Malone
City Manager
555 Santa Clara Street
Vallejo, CA 94590
5/12/2022
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CITY STATE ZIP
DATE
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ACTION ITEM 9.D.
DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Michael Nimon, Economic Development Director
David Morton, Leasing and Real Property Manager
SUBJECT: ADOPT A RESOLUTION CONSENTING TO 1) THE ASSIGNMENT AND AMENDMENT OF THE PARKING LEASE OF 45 PARKING SPACES ADJACENT TO AND SERVING THE MARINA TOWERS FACILITY BY MARINA TOWERS INVESTMENTS, LP; AND 2)
THE ASSIGNMENT AND ASSUMPTION OF HOME INVESTMENT OWNERS PROGRAM REGULATORY AGREEMENT; AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAME AND AUTHORIZING THE CITY CLERK TO RECORD THE DOCUMENTS WITH
THE SOLANO COUNTY RECORDER'S OFFICE
RECOMMENDATION
Adopt a Resolution consenting to 1) the assignment and amendment of the parking lease of 45 parking spaces adjacent to and serving the Marina Towers facility by Marina Towers Investments, LP; and 2) the assignment and assumption of HOME Investment Owners Program Regulatory Agreement; and authorizing the City Manager to execute same, and authorizing and directing the City Clerk to record the documents with the Solano County Recorder's Office.
REASONS FOR RECOMMENDATION
Assignment of the Lease and of the Regulatory Agreement will allow the sale transaction of Marina Towers to close in a timely manner. The revisions to the Lease will improve financial terms for the City and clean up obsolete language.
BACKGROUND AND DISCUSSION
The City of Vallejo owns a parking lot (parcel number #0055-160-170) used for public parking which is adjacent to apartments commonly known as Marina Towers (the Property). The property consists of a 155-unit senior housing apartment complex formerly owned by the City’s Redevelopment Agency. In September 1971, the City's Redevelopment Agency entered into a lease for the parking spaces adjacent to the Property (the Lease). The Lease was amended in September 1972 and again in 2005 with the same intent to serve the residents of the apartment complex. In 2016, the parking lot was conveyed to the City.
The original lease was for the 55-year term (through 2027) and had a rental term of $1 per year. On August 31, 2005, the parties agreed to extend the term by 55 years, to expire on August 31, 2060.
On August 31, 2005, the City and Marina Towers Associates, LP entered into a Regulatory Agreement as a condition of a $500,000 loan by the City administered under the Home Investment Owners Program. Section 11 of the Regulatory Agreement requires any new owner of the Property to assume all of the obligations pursuant to the Regulatory Agreement and the HOME Program. Upon close of escrow, the HOME loan will be paid off and the new owner, Marina Towers Investments, LP will assume all of the obligations of the Regulatory Agreement in accordance with the HOME Investment Owners Program.
Given the pending sale of the Property, the City is being requested to consent to the assignment of the Lease and Regulatory Agreement. The escrow is scheduled to close July 31, 2024. The City is seeking modifications
Date: July 23, 2024
Subject: ADOPT A RESOLUTION CONSENTING TO 1) THE ASSIGNMENT AND AMENDMENT OF THE PARKING LEASE OF 45 PARKING SPACES ADJACENT TO AND SERVING THE MARINA TOWERS FACILITY BY MARINA TOWERS INVESTMENTS, LP; AND 2) THE ASSIGNMENT AND ASSUMPTION OF HOME INVESTMENT OWNERS PROGRAM REGULATORY AGREEMENT; AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAME AND AUTHORIZING THE CITY CLERK TO
RECORD THE DOCUMENTS WITH THE SOLANO COUNTY RECORDER'S OFFICE
to the Lease terms as follows as a condition of its consent to the Lease assignment:
1. Adjustment of Term. Section 3 of the 2005 assignment extended the Lease term until August 31, 2060. The City proposes instead a five-year term and to give the Lessee the right, upon 90 days' written notice to City, seven successive five- (5-) year terms (up to a maximum of forty (40) years) in order to co-terminate with the new owner's financing and to retain the City's flexibility in the event of future development. The revised term cannot extend beyond the date that the Marina Towers property ceases to be designated as low-income housing per the Home Investment Owners Regulatory Agreement.
2. Article 14 of the Lease allows the City to terminate the Lease with 12 months’ notice only... “if no further reasonable need of premises for parking is needed”. The City proposes to allow termination by the City upon 180 days' written notice if the Premises are needed for City Governmental Purposes, as determined by the City Council in its reasonable discretion.
3. Rent adjustment. The $1 a year rent provided for in the Lease is no longer valid given the cost to administer City leases and the value of land. Currently, the City charges $10 per space a month in the downtown corridor.
The current market rate for forty-five (45) spaces is $450 per month, or $5,400 per year. The City proposes a discounted rate of $5.00 per month, or $2,700 per year with 5% increases every five- (5-) year term.
The new owner, Marina Towers Investments, LP, has agreed to the above proposed amendments to the Lease terms.
FISCAL IMPACT
Under the assignment of the Lease, Marina Towers Investments, LP would assume responsibility for all of the current lease terms and conditions, including maintenance and repair of parking surfaces and landscaping and the payment of annual rent to the City. The proposed annual payment is $2,700.00, increased from the prior rent of $1.00 per year. A 5% annual increase to rent is to be levied every five-year term for the life of the lease.
The Lessee agrees to indemnify and hold the City harmless from all claims, damages and losses. An amendment to the existing lease will update the insurance requirements to reflect the City's current risk management policy. Assignment of the Regulatory Agreement to Marina Towers Investments, LP would have no fiscal impact.
ENVIRONMENTAL REVIEW
This action is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301 because it involves a lease of an existing facility.
ATTACHMENTS
1. Resolution Consenting to Assignments (Marina Towers) CAO Stamp
2. Exhibit A - Assignment and Amendment of Parking Lease (Marina Towers Investments LP)
3. Exhibit B - Assignment Assumption of HOME Regulatory Agreement_Marina Towers
4. 2005 HOME Regulatory Agreement - M. Towers
5. Lease Agreement dated 1971.09.07
6. Amendment to Lease Agreement dated 1972.09.06
Date: July 23, 2024
Subject: ADOPT A RESOLUTION CONSENTING TO 1) THE ASSIGNMENT AND AMENDMENT OF THE PARKING LEASE OF 45 PARKING SPACES ADJACENT TO AND SERVING THE MARINA TOWERS FACILITY BY MARINA TOWERS INVESTMENTS, LP; AND 2) THE ASSIGNMENT AND ASSUMPTION OF HOME INVESTMENT OWNERS PROGRAM REGULATORY AGREEMENT; AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAME AND AUTHORIZING THE CITY CLERK TO
RECORD THE DOCUMENTS WITH THE SOLANO COUNTY RECORDER'S OFFICE
7. Assignment and Amendment to Lease Agreement dated 2005.08.31
CONTACT
Gillian Haen, Assistant City Manager/ Community Development 707-648-4163 [email protected]
Michael Nimon, Economic Development Director 707-648-4109 [email protected]
David Morton, Leasing and Real Property Manager 707-648-5410 [email protected]
RESOLUTION NO. 24-_______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO CONSENTING TO 1) THE ASSIGNMENT AND AMENDMENT OF THE PARKING LEASE OF 45 PARKING SPACES ADJACENT TO MARINA TOWERS BY MARINA TOWERS INVESTMENTS, LP; AND 2) THE ASSIGMENT AND ASSUMPTION OF HOME INVESTMENT OWNERS PROGRAM REGULATORY AGREEMENT; AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAME, AND AUTHORIZING AND DIRECTING THE CITY CLERK TO RECORD THE DOCUMENTS WITH THE SOLANO COUNTY RECORDER’S OFFICE
WHEREAS, the City of Vallejo owns a parking lot (parcel number #0055-160-170) used for public parking which is adjacent to apartments commonly known as Marina Towers (the Property). The property consists of a 155-unit senior housing apartment complex formerly owned by the City’s Redevelopment Agency; and
WHEREAS, in September 1971, the Redevelopment Agency of the City of Vallejo, as predecessor in interest to the City, entered into a lease with the owner of the Property for 45 parking spaces adjacent to the Property (Lease). The Lease was amended in September 1972 and again in 2005 with the same intent to serve the residents of the apartment complex; and WHEREAS, on August 31, 2005, the City and Marina Towers Associates, LP entered into a Regulatory Agreement as a condition of a loan by the City administered under the Home Investment Owners Program; and
WHEREAS, given the pending sale of the Property by Marina Towers Associates, LP, the Lease and the Regulatory Agreement are to be assigned to the new owner, Marina Towers Investments, LP upon the consent of the City of Vallejo; and WHEREAS, the City has proposed amendments to the Lease including increasing rent from $1.00 per year to $2,700 dollars per year and reducing the term to five years with the right of the lessee to extend the lease in five-year increments up to a maximum of 40 years, with rent to increase by five percent (5%) every five-year period; and
WHEREAS, Marina Towers Investments, LP has agreed to the City’s proposed changes to the terms of the Lease and staff is recommending City Council consent to the assignment and amendment of the Lease; and
WHEREAS, Marina Towers Investments, LP has agreed to assume all of the obligations pursuant to the Regulatory Agreement and the HOME Program and staff is recommending City Council consent to the assignment of the Regulatory Agreement.
NOW THEREFORE, BE IT RESOLVED that the City Council hereby consents to the “Assignment and Amendment of Lease of Automobile Parking for Apartment House adjacent to Demised Premises” by Marina Towers Investments, LP, attached hereto as Exhibit A and incorporated by reference.
BE IT FURTHER RESOLVED that the City Council hereby consents to the “Assignment and
Assumption of Home Investment Owners Program Regulatory Agreement,” attached hereto as Exhibit B and incorporated herein by reference.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute said Agreements.
BE IT FURTHER RESOLVED that upon execution of the agreements by the parties, the City Clerk is hereby authorized and directed to record said agreements with the Solano County Recorder’s Office.
PASSED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting thereof held on July 23, 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
Mayor Robert H. McConnell
Sampayan
ATTEST:
Dawn Abrahamson, City Clerk
Recording Requested By and
When Recorded, Return to
City of Vallejo
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: City Manager
NO FEE RECORDING PURSUANT
TO GOVERNMENT CODE § 27383
Space Above this Line for Recorder’s Use Only
ASSIGNMENT AND AMENDMENT OF
LEASE OF AUTOMOBILE PARKING SPACES FOR APARTMENT HOUSE
ADJACENT TO DEMISED PREMISES
THIS ASSIGNMENT OF LEASE OF AUTOMOBILE PARKING SPACES FOR APARTMENT HOUSE ADJACENT TO DEMISED PREMISES (this “Agreement”) is entered into as of the 24th day of July, 2024, by and among the CITY OF VALLEJO, a municipal corporation (the “City”), MARINA TOWER ASSOCIATES, a California limited partnership (“Assignor”) and MARINA TOWERS INVESTMENTS, LP, a Delaware limited partnership (“Assignee”).
RECITALS
A. City owns that certain property (the “Demised Premises”) located in the City of Vallejo, California, currently improved as a parking lot. The Demised Premises are legally described in Exhibit A, attached hereto and incorporated herein by reference.
B. Assignor owns that certain real property located adjacent to the Demised Premises, which is currently developed with a 155-unit multi-family apartment complex, known and referred to as Marina Towers (the “Apartment Complex”). The Apartment Complex property is legally described in Exhibit B, attached hereto and incorporated herein by reference.
C. The City’s predecessor in interest, the Redevelopment Agency of the City of Vallejo (the “Agency”), as Lessor, and Assignor and its predecessor in interest, as Lessee, entered into that certain Lease of Automobile Parking Spaces for Apartment House Adjacent to Demised Premises, dated July 6, 1971, and recorded in the Official Records of the County of Solano on September 7, 1971, as Document No. 18063, in Book 1705, Page 179, as amended by that certain Amendment to Lease, dated September 6, 1972, and recorded in the Official Records of the County of Solano on October 12, 1972, as Document No. 23567, in Book 1781, Page 557, as amended and assigned by that certain Assignment of and Amendment to Lease of Automobile Parking Spaces for Apartment House Adjacent to Demised Premises, dated August 31, 2005, and recorded in the Official Records of the County of Solano on August 31, 2005, as Document No. 2 200500134041 (collectively, the “Lease”), pursuant to which the City as successor in interest to the Agency has leased to Assignor the Demised Premises for purposes of automobile parking by tenants of the Apartment Complex.
D. Assignor is in the process of selling the Apartment Complex to Assignee, and desires by this Agreement to assign, and Assignee desires to assume, all of Assignor’s rights, title and interest in and to the Lease pursuant to the terms of the Lease and all of the terms, conditions and covenants of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Assignment by Assignor. Assignor hereby assigns to Assignee all of its rights, title and interest under the Lease with respect to the Demised Premises.
2. Acceptance and Assumption by Assignee. Assignee hereby accepts the assignment of the Lease and expressly assumes and agrees to be bound by and perform, as a direct obligation to City (as Lessor), all covenants, conditions, obligations and duties of Assignor as Lessee under the Lease, as amended hereby. It is the express intention of both Assignor and Assignee that Assignee shall be substituted for Assignor as the “Lessee”, as such term is defined in the Lease.
3. Lease Term. The termination date of the Lease (August 31, 2060), as set forth under Section 2.01 of the Lease, is hereby amended to provide that the Lease shall terminate on August 31, 2029. Assignee shall have the right, upon written notice to Assignee delivered at least ninety (90) days prior to the expiration of the Lease Term, to extend the Lease for seven (7) successive five- (5-) year periods, provided that Assignee is not otherwise in default under the Lease.
4. Rent. Section 3.01 of the Lease is amended to read as follows:
“Lessee agrees to pay to Lessor as rental for the use and occupancy of the Demised Premises under this Lease as follows:
(a) The sum of two thousand seven hundred dollars ($2,700.00) per year during the term of this Lease, which shall increase by five percent (5%) in 2029 and every five (5) years thereafter, plus
(b) A sum each year equal to the amount of money that would be assessed each year during the term of this Lease by the City of Vallejo and/or the County of Solano as real property taxes and possessory interest tax on the demised premises, as if the demised premises were privately owned.”
5. Section 5.02 of the Lease is hereby deleted in its entirety.
6. Article 13, “Option,” is hereby repealed in its entirety. 3 7. Section 14.01 of Article 14, “Termination of Lease,” is hereby amended to read in its entirety as follows:
“The Lessor reserves the right to terminate this Lease at any time during the term of this Lease or any extended term by giving the Lessee 180 days’ written notice of termination.
If necessary, Lessor will first seek approval for such termination from the Department of Housing and Urban Development (HUD).”
8. Notices. Any notices required to be sent to City and/or Assignee pursuant to the Lease, as modified by this Agreement, shall be addressed as follows:
If to Agency: The City of Vallejo
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: City Manager
With a copy to: The City of Vallejo
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: City Attorney
If to Assignee: Marina Towers Investments, LP
One Portland Square, Suite 6A
Portland, ME 04101
Attn: Charles P. Gendron
9. Approval by City of Assignment. Subject to and upon all the terms and conditions set forth in this Agreement and the Lease, City hereby approves the assignment by Assignor and assumption by Assignee of all of Assignor’s rights and obligations under the Lease. City is a beneficiary of this Agreement. As such, the provisions of this Agreement inure to the benefit of and are enforceable by City.
10. Effect of Agreement. Except as specifically modified by this Agreement, all other terms of the Lease shall be in full force and effect.
11. Attorneys’ Fees. If any party hereto commences an action against any other party arising out of or in connection with this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties’ reasonable attorneys’ fees and expenses and costs of suit.
12. Governing Law. This Agreement shall be construed under and shall in all respect be governed by the laws of the State of California.
13. Terms Are Binding. All of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall insure to the benefits of the parties hereto and their respective heirs, executors, representatives, successors and assigns. 4 14. Joint and Several Obligation. The obligations hereunder imposed upon Assignee shall be joint and several.
15. Time of Essence. Time is of the essence in this Agreement.
16. Interpretation. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates.
The word “including” shall be construed as if followed by the words “without limitation.” This Agreement shall be interpreted as though prepared jointly by all parties. All exhibits referred to in this Agreement are attached hereto and incorporated by reference. All capitalized terms not expressly defined in this Agreement shall have the respective meanings given such terms in the Lease. The Recitals are incorporated into the term of this Agreement.
17. Brokerage Commission. The parties each represent that they have not been represented by any broker in connection with this Agreement, and that no real estate broker’s commission, finder’s fee or other compensation (individually and collectively, “Commission”) is due or payable. Assignor and Assignee each agree to indemnify and hold harmless City from any claims or liability, including reasonable attorneys’ fees, in connection with a claim by any person for a Commission based upon any statement, representation or agreement of Assignor or Assignee, respectively.
18. Authorization. Each individual or entity executing this Agreement on behalf of Assignor, Assignee or City represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Assignor, Assignee or City, respectively and that such execution is binding upon Assignor, Assignee or City, as applicable.
19. Severability. If any term, provision, or condition of this Agreement or the application of any provision of this Agreement to a particular situation is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties.
20. Entire Agreement. This Agreement sets forth the entire understanding of the parties in connection with the subject matter hereof. There are no agreements between Agency, on one hand, and both Assignor and Assignee, on the other hand, or any agreements between City and Assignee, relating to the Lease or the Demised Premises other than those set forth in writing and signed by the parties in this Agreement. No party hereto has relied upon any understanding, representation or warranty not set forth herein, either oral or written, as an inducement to enter into this Agreement. Except as may be expressly provided in this Agreement, nothing contained herein is intended or shall be construed to amend, modify or waive any of the provisions of the Lease, and the Lease is hereby ratified, confirmed and approved in all respects.
21. Counterparts. This Agreement may be executed in counterparts, which counterparts shall be construed as a single document and have the same effect as if all of the parties had executed the same instrument.
S-1
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.
CITY OF VALLEJO:
By:________________________
Andrew Murray
City Manager
[Signature page to Assignment of Lease of Automobile Parking Spaces for Apartment House Adjacent to Demised Premises]
S-2
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) §
County of ___________ )
On , 2024, before me,
a Notary Public, personally appeared [___________] who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his 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
(Affix seal here)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
S-3
ASSIGNEE:
MARINA TOWERS INVESTMENTS, LP,
a Delaware limited partnership
By: Marina Towers Investments LLC,
a California limited liability company,
its Co-General Partner
By:Marina Towers Acquisition LLC, a California limited liability company, its Manager
By:LPSF IV, LLC, a Maine limited liability company,
its Manager
By: _____________________________
Charles P. Gendron, Manager
By:IH Marina Towers Vallejo LLC,
a California limited liability company,
its Managing General Partner
By: Affordable Housing Alliance II, Inc.,
a Colorado nonprofit corporation d/b/a Integrity Housing, its Sole Member
By: _____________________________
Philip Wood, President
[Signature page to Assignment of Lease of Automobile Parking Spaces for Apartment House Adjacent to Demised Premises]
S-4
ACKNOWLEDGMENT
STATE OF ______________ )
) ss.
COUNTY OF ________________ )
On this __________ day of ____________, 2024, before me, the undersigned, a Notary Public in and for the State of ____________, duly commissioned and sworn, personally appeared Charles P. Gendron, to me known to be the Manager of LPSF IV, LLC, a Maine limited liability company, the Manager of Marina Towers Acquisitions LLC, a California limited liability company the manager of Marina Towers Investments LLC, a California limited liability company, the Co-General Partner of MARINA TOWERS INVESTMENTS, LP, a Delaware limited partnership, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said party for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.
Witness my hand and seal the day and year first above written. ______________________________
Notary Public residing at _________
Printed Name: _________________
My Commission Expires:
_____________________
S-5
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) §
County of ___________ )
On , 2024, before me,
a Notary Public, personally appeared Philip Wood who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his 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
(Affix seal here)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
S-6
Assignor hereby enters into this Agreement as the Assignor hereunder, and agrees to be bound by this Agreement only as this Agreement relates to the assignment by Assignor to, and the assumption by, Assignee of all of Assignor’s rights, title and interest under the Lease with respect to the Demised Premises. Assignor shall have no rights or obligations hereunder with respect to the provisions contained in Sections 3 and 4 of this Agreement.
ASSIGNOR:
MARINA TOWER ASSOCIATES, a California limited
partnership,
By:BRIDGE TOWER LLC,
a California limited liability company
(Its Managing General Partner)
By: NORTHPOINT HOUSING, INC.,
a California nonprofit public benefit
corporation
(Its Member/Manager)
By:
Its:
S-7
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On ______________, before me, _____________________, Notary Public personally appeared _____________________, personally known to me 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.
Witness my hand and official seal.
Notary Public
[SEAL]
A-1
EXHIBIT A
B-1
EXHIBIT B
C-1
28728563v4
Free recording in accordance with
California Government Code
Section 27383
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Vallejo
555 Santa Clara Street
Vallejo, CA 94105
ATTN: City Manager
______________________________________________________________________________
ASSIGNMENT AND ASSUMPTION OF HOME INVESTMENT OWNERS PROGRAM
REGULATORY AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF HOME INVESTMENT OWNERS PROGRAM REGULATORY AGREEMENT (“Assignment”), made as of the day of , 2024 by and among MARINA TOWER ASSOCIATES, a California limited partnership (“Assignor”), MARINA TOWERS INVESTMENTS, LP, a Delaware limited partnership (“Assignee”), and the CITY OF VALLEJO, CALIFORNIA (“City”).
RECITALS
A. Concurrently herewith, Assignor is selling to Assignee that certain real property located in 601 Sacramento Street, Vallejo, County of Solano, State of California (the “Property”), as more particularly described on Exhibit A hereto, and more commonly known as “Marina Towers”.
B. This Assignment is being made as required under Section 11 of that certain HOME Investment Owners Program Regulatory Agreement, dated as of August 31, 2005, and identified in City records, by and between Assignor, and City recorded August 31, 2005 in the Solano County Recorder’s Office as Document Number 200500134049 (the “Regulatory Agreement”).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and City agree as follows:
1. Assignment of Regulatory Agreement. Assignor hereby assigns to Assignee the Regulatory Agreement and all of the rights, interests, benefits and privileges of the Assignor thereunder, and Assignee hereby accepts such assignment.
2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations of Assignor under the Regulatory Agreement for the benefit of City. This assumption shall have application only to those obligations under the Regulatory Agreement arising after the transfer of the Property to Assignee.
3. Consent. City hereby acknowledges and consents to the transfer of the Property to Assignee and the assignment and assumption of the obligations of Assignor under the Regulatory Agreement. City hereby releases, acquits and discharges Assignor from any and all obligations, claims, causes of action, damages, liabilities and costs and expenses arising from acts occurring after the Property has been transferred to Assignee.
4. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective parties hereto.
5. Notice. All correspondence and notices given or required to be given to the Owner under the Regulatory Agreement, from and after the Effective Date, shall be provided to the Assignee and shall be addressed as follows:
c/o Marina Towers Investments LLC
One Portland Square, Suite 6A
Portland, ME 04101
Atten: Charles P. Gendron
6. Effective Date. The “Effective Date” of this Assignment shall be the date it is recorded in the Official Records of Solano County.
7. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
8. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable with, the laws of the State of California.
9. City Consent. City hereby acknowledges and consents to the transfer of the Project to Transferee and the foregoing assignment and assumption of the obligations of Transferor under the Regulatory Agreement, and releases Transferor from any obligations arising under the Regulatory Agreement after the Effective Date. City further agrees pursuant to Section 11 of the Regulatory Agreement that the Regulatory Agreement is hereby amended by this written instrument which has been executed and acknowledged by each of the parties hereto and duly recorded in the official records of the county in which the Regulatory Agreement is recorded. [DOCUMENT EXECUTION OCCURS ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, all of the Assignee, Assignor and City have executed this Assignment effective as of the date first written above.
ASSIGNEE:
MARINA TOWERS INVESTMENTS, LP,
a Delaware limited partnership
By: Marina Towers Investments LLC,
a California limited liability company,
its Co-General Partner
By:Marina Towers Acquisition LLC, a California limited liability company, its Manager
By:LPSF IV, LLC, a Maine limited liability company,
its Manager
By: _____________________________
Charles P. Gendron, Manager
By:IH Marina Towers Vallejo LLC,
a California limited liability company,
its Managing General Partner
By: Affordable Housing Alliance II, Inc.,
a Colorado nonprofit corporation d/b/a Integrity Housing, its Sole Member
By: _____________________________
Philip Wood, President
ACKNOWLEDGMENT
STATE OF ______________ )
) ss.
COUNTY OF ________________ )
On this __________ day of ____________, 2024, before me, the undersigned, a Notary Public in and for the State of ____________, duly commissioned and sworn, personally appeared Charles P. Gendron, to me known to be the Manager of LPSF IV, LLC, a Maine limited liability company, the Manager of Marina Towers Acquisitions LLC, a California limited liability company the manager of Marina Towers Investments LLC, a California limited liability company, the Co-General Partner of MARINA TOWERS INVESTMENTS, LP, a Delaware limited partnership, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said party for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.
Witness my hand and seal the day and year first above written. ______________________________
Notary Public residing at _________
Printed Name: _________________
My Commission Expires:
_____________________
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) §
County of ___________ )
On , 2024, before me,
a Notary Public, personally appeared Philip Wood who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his 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
(Affix seal here)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ASSIGNOR:
MARINA TOWER ASSOCIATES
By: BRIDGE Tower, LLC, a California
limited liability company
Its: Managing General Partner
By: BRIDGE Housing Corporation, a
California nonprofit public benefit
corporation
Its: Manager/Member
By:
Its:
ACKNOWLEDGEMENT
ACKNOWLEDGEMENT
State of California
County of Vallejo
On ____________, 2024, before me, [_______________], 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__________________________________ [NOTARY SEAL] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
City:
CITY OF VALLEJO
By:
Its:
ACKNOWLEDGEMENT
ACKNOWLEDGEMENT
State of California
County of Vallejo
On ____________, 2024, before me, [_______________], 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__________________________________ [NOTARY SEAL] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
Exhibit A – Legal Description
PARCEL ONE:
A portion of Block 200, as shown on a Map of the Marina Vista Project, filed February 1, 1967, in Book 23 of Maps, at Page 51, et seq in the Office of the County Recorder of said County as Instrument No. 1907, being Parcel 202, as shown on a Parcel Map filed September 15, 1969, in Book 3 of Parcel Maps, at Page 67, in the Office of the County Recorder of said County, as Instrument No. 16313, more particularly described as follows:
BEGINNING at a point on the East line of said Block 200, said East line being the Westerly line of Sacramento Street, 80 feet wide, from which the Southeast corner of said Block bears South 02° 07' 42" West 349.44 feet; THENCE from said POINT OF BEGINNING along said East line of Block 200, North 02° 07' 42" East, 151.00 feet to the most Easterly Southeast corner of Parcel 201, as shown on a Parcel Map filed March 13, 1967, in Book 1 of Parcel Maps, at Page 55, in the Office of the County Recorder of said County, as Instrument No. 4323; THENCE along the Southerly and Easterly boundary of said Parcel 201 North 87° 52' 18" West 183.34 feet and South 02° 07' 42" West 151.00 feet to the Northwest corner of Parcel 203, as shown on said Parcel Map filed in Book 3 of Parcel Maps, at Page 67; THENCE along the Northerly boundary line of said Parcel 203 South 87°52' 18" East 183.34 feet to the POINT OF BEGINNING.
ASSESSOR'S PARCEL NUMBER: 0055-160-180
PARCEL TWO: (LEASEHOLD INTEREST)
Leasehold estate as created by that certain lease dated July 6, 1971, made by and between Redevelopment Agency of the City of Vallejo, a Public Body Corporate and Politic, as lessor, and Jack Baskin, as lessee, for the term of and upon the terms and conditions contained in said lease, “Lease of Automobile Parking Spaces for Apartment House Adjacent to Demised Premises”, thereof recorded September 7, 1971 in Book 1705 of Official Records, at Page 179, described as follows:
A portion of Block 200, as shown on the Map of the Marina Vista Project, filed February 1, 1967 in Book 23 of Maps, at Page 51, et seq, in the Office of the County Recorder of Solano County, as Instrument No. 1907, being a portion of Parcel 201, as shown on a Parcel Map filed March 13, 1967 in Book 1 of Parcel Maps, at Page 55, in the Office of the Solano County Recorder as Instrument No. 4323, more particularly described as follows:
BEGINNING at the Northeasterly corner of said Block 200, said corner being the intersection of the Southerly line of Capitol Street and the Westerly line of Sacramento Street; THENCE along the Easterly line of said Block 200, being the Westerly line of Sacramento Street, South 2° 07' 42" West, 150.00 feet to the Northeasterly corner of Parcel 202, as shown on a Parcel Map filed September 15, 1969 in Book 3 of Parcel Maps, at Page 67, in the Office of the County Recorder of said County, as Instrument No. 16313; THENCE on the Northerly line of said Parcel 202, North 87° 52' 18" West, 183.34 feet to the Northwesterly corner thereof; THENCE along the Westerly line of' said Parcel 202 and along the Westerly line of Parcel 203, as shown on said Parcel Map filed in Book 3 of Parcel Maps, at Page 67, Solano County Records, South 2° 07' 42" West, 186.00 feet to the Southwesterly corner of said Parcel 203; THENCE along the Northerly line of Parcel 205 and along the Northerly line of Parcel 204b, as said Parcels are shown on said Parcel Map filed in Book 3 of Parcel Maps, at Page 67, Solano County Records, North 87° 52' 18" West, 100.50 feet; THENCE North 2° 07' 42" East, 336.00 feet to a point on the Northerly line of said Block 200; THENCE along said Northerly line of said Block 200, being the Southerly line of said Capitol Street, South 87° 52' 18" East, 283.64 feet to the POINT OF BEGINNING.
PORTION OF ASSESSOR’S PARCEL NUMBER: 0055-160-170
28802411v2
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18063 .
fITT! INSUllANC£ ~~Alft
LEASE OF AUTOMOBILE PARKING SPACES FOR ::2DI
· APARTMENT HO~SE ADJACENT TO DEMISED PREMISE~...._ ?f!jjl -----"SlllMD_.._,.... ARTICLE 1. PARTIES AND PREMISES · -""'~""'-" Parties ~~--
Section I. 01, 'l'hia Lease is entered into between Redevelopment Agency of the City o! Vall~jo, a public body corporate and politic, and its aucceesora in interest, called "Les .. or", and Jack Baskin, an -individual, called 11Leesee."
Leased Land
Section l. OZ. Leasor leases to Lessee, and Lessee hires from Leasor the parking spaces called "demised premises", described in Exhibit A, a.ttached to and made a part of this Lea&e as though fully set forth herein.
The demised premls~ !! are a portion o! that parcel of land contain ing 100, 413. 00 s/f, 2 _. 3052 AC. nwnbe,-ed "01 vn ..: ... -: ..; .. !""'!'-!•! '!' Dis1>0sitlon Plan o! the Marina Vista Project o! t~ RedevelopJ11ent Agency of the City o! Vallejo, Solano County, California, prepared by Bond and Dougherty, fnc., dated February, 1969. All reference• hereinafter to Parcel 201 are to the entire land contained in said Parcel rather than the demised premises which ls a part thereof.
ARTICLE z. TERM
Fixed Commenc~ment ~nft '1'11rmination Dates
Section z. 01. The lea:sed land is leased , !or the term of fifty-five (55) year• commencing on June 1, 1972, and ending on May 31, ZOZ7; subject, however, to earlier termination aa heT'einafter provided.
Holding Over
Section 2. oz. Thia Lease shall terminate and become null and void without further notice upon the expiration oC the term specified, or any additional term as provided for , in this lease, and any holding over by Lessee after the expiration of said term shall not constitute a renewal hereof or give Leuee any rights hereunder in or to the leased land.
ARTICLE 3. RENT
Fixed !;um - Real Property Taxes
Section 3. 01. Lessee agrees to pay to Lesso r aa rental for the use and occupancy of the leased premises under this Lease as follows:
(a) The sum of $1. 00 per year during the term oC this Lease, plus
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(b) A •um each year equal to the amount of money that would be aneued each year during the term of thl• Lease by the City of Vallejo and/or the County of Solano a• real property taxes and po•se11sory lntere1t tax on the demlled premiees, as If the demised premlsee were privately owned.
Secfion 3. ~?. The total r3nt&l a• provided fo1· lo thl• Adicle and Article 13 shall be payable in advance on the first day or June or each year during the term o! this Lc:tuc or nny additional term ~e p1'avided for in thta i.ea•e, commencing on June 1, 1972.
Section 3, 03. Les11ee aaree& lb.ill nu dedu\;Uo4u1 or 0£C1u:le 11hall be made against the rentala accruing and becoming due in any year during the Lease Term '>r any additional term as provided for in this l.eaee.
AHeument - Private Owneraihip
Section 3. 04. The parties ahall request the County Aues•or to ae•ee• the demhed premises fnr the purpo1e 1et forth in 3. 0 l(bl o( .:hl11 Article.
ARTICLE 4. USE
Description of Use
Section 4. 01. Durin& the term, or any additional term a11 provided for In thie Lease, the demhed premises .•hall be used 1olely by the tenants of the Leuee of the apartment bullcllng to be conetructed on Parcel 202 which ls adjacent to the demised premhes for parkin& of their automobile11.
Leasee agrees that such parking shall be without char10 to the tenants of the apartment tulldlng and Lenee shall not derive any income from the uac of the demlaed premhe1.
Limits on U ee
Sectfon 4. OZ. The demised 'prcmbee shall be uaed by the Leuee lor the uee apecllied and for no other u•e or puTpoee. Lenee 1hall not use or permit any other peuona to u1e the der .ieed premises or any part or Parcel 201 for any other purpose!!, a1.d Leaeee ehall at all times during aaid term or any additional term as provided £or in thla Leaae, cauee all peraon• ueln1 the demiaed premieea to comply with, all public laws, ordinances, and regulattona from time to time applicable to said entire Parcel.
Indemnity for Violation of Law
Section 4. 03. Leaaee covenants and a:;reea to indemnify and save Leasor harmleea from any penaltif'!&, damages, or charges imposed for any -:iol;,.tion o! <lny ~nd ~11 l~wa, ordluan.:ea, oind regulatluns applicable lo the uee o~ the demised premiae11, whether occasioned by neglect, omla aion, or wilful act of Lenee or hi1 tenants of said apartmt'!nt referred tu herein, or any person upon the demised premise• by license or invlb.tion of Loascc or his aaic1 tc;1ants or using the demhed premises under or by right of Leucc,
Pr.01ti 705 ii4G£ 180
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Section 4. 04. LeHee •hall not con•truct or maintain on the deml•ed premlAH, . or any part of Parcel 20 I referred to herein, any •ian• of ~y kind except thoee approved in wrltin1 by the LeHor.
ARTICJ ... E i;. CONSTRUCTION BY LESSOR
Section S. 01. It i• •pecUlcally under•tood and aareed by Leuee that L•••ee l• belna leased the p-rking •pace• for the uae of automobile• only and LeHor retain• the title and right to . con•truct and build over and above the demised promhH and all or part of Par col ' 20 I -4ur1n1 ~the term of tl1e LE.a=ie or any additional term •• provided for herein, Section s. 02. Le .. or may rea.onably interfere with the use by the tenant• or the Le•see of all or part of the parkin1 1pace• lea•ed to the Le.see under the term1 of thb Lea1e during any construction and bu.lldln& ·period as provided in Section s. 01 above. In such event, Lcinee'& obliiatlon to ~y renl &a provldud ln Artkle 3 .ah&ll conllnua and LeHee shall not be entitled to any deduction in rent or any rebate for the payment nf rent nor •hall Ll!luee be entitled to any compen•ation for the lo•• of u•e of 1aid parkln& apace• durin1 aucn con-.r"c.:"ior. .u...:l 'IMJ~'" LH•oio .., not aat 1n 111oh a ""1 .. to adYerH:b° atteot the Marina '-"<JTT\. wt.ta PJ'ojeot on P&l'Oe~202 ~tba.at approyal of the Department ot Hwe1ng and Urban Dnwlo.-nt P.H.A.). Sect•t1n 5. 03; Jn the event t Leuor •hall con1truct and build a• provided !or in Section 5. 01 above, X...Hee •hall only be re1pon1tble for the payment o! rent as provided for ln Article 3, Section 3, 0 l[a) toaether with a sum each year equal to the amount or money that would be &HeHed each year .durq the term of this LeaH by the Clty of Vallejo and/or County of Solano •• real property taxH and poueHory intere•t tax on the surface and improvement. to the •urface on the deml1ed premise•, as• iC the dembed preml•e• were privately owned ... • p1'ovl!ted for in Article 3, Section 3. Ol(b) ancl not on any con•tructlon and buildin& done •• provided for ln Section 5. 01 above.
ARTICLE 6. REPAIRS AND RESTO :tATION
No Re1pon1ibillty of LeHor
Section 6. O 1. (a) LeHor shall not be required or obligated to make any changes, alteratfon•, addltlona, Improvement., or repaln ln, on, or about the dembed premiaee, · or any part thereof durin1 the term of thl• Lease or any additional term a• provided for in thla Lease.
Lenee'• Duty to Maintain Prembe•
(1.) .. ".t ;.11 tim~ ;i"ring the term, or any additional term =-• provided for ln thi• Le•••• Leaaee 1ball, at it's aole co•t and expense, ' keep and maintain the •urfac•e of the demised premlsoe and all improve ment• thereon and all Cacllitiea appurtenant thereto in good order and repair and. ea.le condition, and the land1caplng, if any, in a clean, 1anltary, ord~rly, &nd attractive condition. LeHee •hall make any and all additions to or allerationa or repafT• fn 11nd about the 1urface or the ~3- ~tmK1705 rJ\GE 181
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demlaed premise• and Parcel 201 and the improvement. which may be required by and ahall otherwlae observe and comply with all public law•• ordinance•, and regulation• from time to time applk:abl, to the demised premlaea and .Parcel 20 l; and Leuee 1hall lndemnUy and aave barmleaa Leaaor agalnat all action•, claim•, and damage• by rea•on of Le• •ee' • failure to comply with and perform the proviaiona of thh Section. LeHor ahall have the right to pod -un any portion of Parcel 20 l. a Notice of· Non-Reeponalbllity H provided tor ln Section 3094 of the ··civil Code of the State of CalUornia.
ARTIC~ 7. EMINENT DOMAIN _, - .
Total or Partial Taking - Award
Section 7. 01. In the event of total or partial takln1 of the demised property or any other portion or all of Parcel ZO l under the pow"'" of eminent domain, aU compenaation and damagee awarded for the taldni of any of sa.id properties aball belong to and be the sale property of Le•aor. and Lea•ee ahall not have any claim or be · entitled to any award for diminution on valu,. of its leaaehold here~der or for the value of any unexpired term of thi• Leaae.
Effect of Termination
Section 7. OZ. It thia Lease le terml~ated, in whole or in part, purauant to any of the provlalona o! thi• Article, all rentala and other charR•• payable by Leaaee to LeHor hereunder and attributable to the leaaed land taken. aball be paid up to the date upon which actual phyaical poueHlon ahall be taken by the condemnor, and the partlea ahall thereupon be releaaed from all further liability.
ARTICLE 8. INSURANCE AND INDEMNIFICATION
Le•aee1 11 Liability lneurance
Section B. 01. Leaaee •hall, at it• coat and expen11e, and at all time• durin1 the term of thta Leaae or any extended term, maintain in force f~r the joint benefit of LeHor and LeHee. a broad form comprehensive covera1e policy of liability lnaurance by the term• of which the Leeaee ahall be named aa ineured and auch policy aball include the Leaaor aa an additional in•ured and both parttea are lndemnlfled a1alnat liability for dama1e or injury to the pro~rty or person (includlna death) of Leeeee, the tenant11 of Lenee of the apartment building on Parcel 202 referred to herein, invitee o! Leaeee or of any tenanta or any other peraon entering upon or uaing the demilled premlae•. and ariaing frc.m the uae and occupancy thereof. Such insurance policy or poltcfos flhall be maintained on the minimum baais of $501 000 dama1e to any kind of property (the deml11ed preml•e•, any vehicle, or any «"thel" l:yp., of property on the demised premiaea) and $500, 000 for Mdily injury or death in any one accident to one per•On on aatd pTopertiea and $1, 000, 000 £or bodily injury or death in any one accident to more than one person on aaid propertlea. S~id ?.'jlicy or policies ahall be -4-
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•tated to be primary and non-contrlbutin1 with any ln•urance which may be carried by Le••or and Le•H• ehall deliver to Le••or a certificate o! each in1urance carrier •• to each euch in•urance policy. ~alver ot Subro1at1on Right•
Section 8.0l. Leeeec •hall .procure an appropriate clauae in. or an endorsement on. the public liability policy or policice referred to in thle Article. pureuant to which the inaurance company or companle• ehall waive ·aubro1ation or consent to a waiver of right of recovery against Les1or. Le•••• &greea that in th" event of 1011 due to any o! the peril• for which Lessee baa a1reed to provide inaurance. that Leesee shall look solely to ita insurance tor recovery. Lessee hereby aranta on behaU o! hlmaeU and the inaurer provldins inaurance - to - Leaeee to the premleea referred to in thi• Article, e. waiver of any rl1ht of aubro.iatton which LeHee or any •~ch lnaurer of the Leasee may or could acquire against the Leuor by virtue of any payment of 'any lo•• under such lnaurance.
Indemni!ica.tion of Lc1111~u·
Section 8. 03. Leuor 1hall not be babl.e io~ a .. y le.~ , .:!"'.=::.~r:~ or injury o! any kind or character to any person or property arlaln1 from any uae of the demlaed preml•••• or any part thereof, or caueed by any detect o! any kind of the demieed property. or caused by or arl•ln1 from any act or OmiHlon or Leaaee, or any or its agent•. employee•. licensee•. or invitees of ··t.ny tenant o! Lessee of the apart ment bulldtn1 referred to herein, or by or from any accidf!nt on the demlaecl preml•e• or other ca•ualty thereon. or occasioned by the !allure ol LeHee to maintain the premise• in aafe condition or arising from any cauae whatsoever; and Le••••• aa & material part of the con1ideratlon of thl• ~eaae, hereby waive• on hi• behaU all claim• and d,manct. a1ainat Leaaor for any such loH• dama1e. or injury o1 LeHee. ·and hereby aareee to indemnify and hold Leasor entirely free and harmleH from all liability for ~ny such lon. dama1e, or injury of other per•on•. and fro~ all coats and expense• arieina therefrom.
ARTICLE 9. ASSIGNMENT AND SUBLETTING
Section 9. 01. Leuee ahall ·not encumber, aeaian. or otherwise transfer thie Lea11e. ur "any ri&ht or intoreat hereunder, including the option herein 1ranted. and Leuee ahall not sublet the demised premleea in whole or in part without the prior written consent and approval of Leaeor.
No such encumbrances, asaignmon~. aublettlng, or other transfer, whether voluntary or involuntary. by operation of law. under legal proce••• throuah receivership or bankruptcy. or otherwise, and no such aublettin1 ahall be valid or e!fectlve without such prior written consent and approval.
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Termination
S_,ctlon 9. Ol. Should LoHoe attempt to make or •uffer to be made ~Y •uch encumbrance, •••lgnment, tran•fer, or •ublettin1, except with Le••or' • con•ent, thereupon Le••or may, at it• option, terminate thl• Leaae forthwith by written notice, and upon auch termination thi• Leaae •hall ceaae and end and be of no further force or effect, except a• hereinafter otherwise provided.
Effect of Lea•or' • Conaent
Section 9. 03. Should Lea•or con•ent to any •uch encumbrance, a•slgn mlilnt, transfer, or aublettlng, none 0£ the reatrictiona of thla paragraph •hall be thereby waived, but the aame ahall apply to each •ucceeaive encumbrance, aaalgnment, tran•fer, or eublettin1 hereunder, If any, and •hall be •everally blndin1 upon each and· every encumbrancer, •••lgnee, transferee, •ubtenant, and other •ucceaaor ln lntere•t or Leaaee.
Written Aaewnption Aereement
Section 9. 04. In the event tht?.t J ... aanr Pivea c,..naent and approval to any trander or aasi1nment, then before •uch tranafer or •••11nmeut bocomoa effective for any purpoae, the tran.Ceree• and aHignee• must. in writing, aaaume all the obligation• of thb Lease and aaree to be bound by all term• of the Lease without ln-.any way limiting, releaeina, or dlacharging the original Leaaee fr9m any liability under any provialon of thla Leaae on account o! •uch tran.Cer or aa•ipment.
ARTICLE 10 •. DEFAULT AND REMEDIES
Termination by Leuor on Specified Dofaulte
Section 10. 01. Should Leaaee (a) fail to pay or cause Lu" Le ~id any insurance premium, lien. claim, chaTge or demand herein provided to be paid or cauud to be paid by Le••ee at the time• and in the manner herein provided; or (b) default in the payme · .. t of any lnatallmcnt of rent or any other . •um when due u herein provided; or (c) tail to maintain the demlaed premlaea aa herein required; or (d) default in the pertormance of or breach ot any other covenant. condition, ur re•trlctlon o( thla Lease herein provided to be kept or performed by Leuoe; and ll any auch default or breach (other than any broach or tho reatrlctions o( Article 9 hereof tor which immediate notice of termination may be 1iven) shall continue uncured for a period of thirty (30) days from and after aervlce upon Lessee of written notice by Le•aor. then and in any 1uch event. Leuor may. at lta option, terminate thi• Leaae br giving Lenee written notlr.e and thereupon U1e ri"hta of Lc••ee in and to the d.:miaed premi•e& shall cc:ise and end, and Leasor may. without further notice or demand or legal proceu. reenter and take poueaslon or Hid demised premises and oust Lesaee and all persona claiming under Lessee therefrom, and Lea•ee and all - 6-
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1uch per.on• •hall quit and aurrender poueaaion of aaid demised prembaa to Leaaor.
Other Remedioe
Sec Lion 10. 02. Any termination of this Lease al herein provided ahaU not relieve Leaaor from the payment or any aum or Jum• that ahall then be due and payable to Lessor hereunder or any claim !or <111.ma&e• then or theretofore accruing against Lessee hereunder. and any such termina tion shall not prevent Leuor from enforcing the payment or any such •urn or sums or claim for dama1es by any remedy provided for by law. or from recovarina dama11e• from LeHee for any default thereunder.
All rishta, option•, and remedic• of LeHor contained ln this Leas_, ahall be construed and held to be cumulatlvtt. and no one of them ahall be exclusive of the other, and Leasor ahall have the right to puraue any one or all of l\,ch remedies or any other remedy or relief which 'may be provided by law, whether or not atated in tht. Lease. No waiver by Leasor of a breach of any or the covenants, conditlona, or roatricbona oC this Lease ahall be conctrucd or held to be a waiver of any 1ucceedin1 or preceding breach of the same or any other covenant. condltlon, or restriction herein contained.
ARTICLE 11. SURRE~~DER
Section 11. Ol. Upon the expiration of the term. or any additional term of thl1 Lease or any earlier termination theroot, LeHee 1hall surrender lo Lc11ur poaaeaaion 0£ the leaaecl premilea.
LeHee 1 s Quitclaim
Sedlon 11. 02. Upon• the expiration of the lease term, extended term. or :uiy sooner tcrrninO'l.tion of tl-.1• Le::.:c, Le:~ec :tarces to exec:utt-. acknowled1e, and deliver to Leuor a pi:opor inetrument in writing, releaatn1 1 and qultclalmin1 to Le11or all ri1ht, title. and intere•t of Leuee in and to the lea.ed land •nd all improvements.
ARTICLE 12. LESSOR'S GENERAL PROTECTIVE PROVISIONS
Lee11or's Ri&ht of Entry and lnapectlon
Section 12. 01. Leeeee shall permit Les1or or Leaaor's a1ent, repre sentatlvo1. or employees, to enter upon the demised premiaoa for the purpoao or lnapectlon, determining whether agreements ln the Lease are bein& complied with 0 or for any other le1al purpome.
Accord and Satisfaction
Section lZ. OZ. No payment by Leseee or rocelpt by Leuor of a le11er amount than the rental shall he deemed to be other than on account of the rental. nor shall any endorsement or statement on any check or any lotter ac.:ompanying any chf!ck or payment as rent be deemed an accord and satidaction, and Leasor may accept auch check or payment - ··-- ------- ------------- -------
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without prejudice to Leaaor' • right to re:covcr the balance of the rental or puraue any other remedy provided for in this Leaae.
Tranaler by LeSBor - Release from Liability
Section 12. 03. In the. event Leasor shall sell or transfer the leased land or any part thereof and as a part of such trannction shall aRaign Its interest as Leasor in and to this Lease. then from and after the effective date of such sale. assignment. or transfer, the Leuor ahall have DO fur~her liability under this Lease to the Lessee except aa to matters of liability which shl\11 have accrued and are unsatisfied as of such date, it being intended UlaL the covenan~u and obli1ations contained in this Lease on the part or Leuor shall be binding upon Lessor and its successor• and a11aigns only during and in respect of their reapective succ:~sti!ve peT\od11 of ownership of the fee. .
ARTICLE 13. OPTION
Section 13. 01. Tile Leseee, upon giving notice in writing to l1'!'l'!!lor. at least one (1) year prior to the expiration of the term aforesaid h gl"Ven an option to renew this LP"l'e for a period of ten (10) years provided that at the date of 1ivlna of notice to renew th., .s..eaae, tiu:
demised premises (i.e. the parkinl spaces) are absolutely neceuary for occupancy by the tenant. of Parcel 202 . lor parking. The Lesaor shall have the sole right to determino the J\ecesafty of occupancy by the tenants o! Parcel 202 for parkin1;• and any deciaion made by the Leaaor that aaid premises are not abaolutely necessary !or such purpose ahall not be considered arbitrary by Lenee aa said LeHor's right to make such determination shall be exclusive and not subject to dispute by Leuee. The Leasor ahall make its decision &1 to the neceuity !or such use within thirty (30) days rater receivln1 notice o! exercising of the. option by Leuee.
Rent on Option Term
Section 13, 02. In the event that Leuee exercises the option provided for in this Article, the fair yearly rental for .. aid renewal period ahall be mutually a1reed by Lessor and Lessee. In the event the parties are unable to agree to such rent within a period of sixty (60) days after the necessity of such renewal has been determined by the LeHor, then the amount of the rental for the renewal term shall be as follows:
Leaaee shall pay to Leuor as rental during the renewal period a sum each year equal to ten per cent ( 1 O'/e) of the full ca ah value of the land and improvements to the land and poueuory interest tax, excluding any construction and bulldin& done aa provided for in Article s. Section s. 01, that would be determined each y'9ar during th" renewal pf.lrloli by the City of Vallejo and/or the County of Solano on the demised premises. aa if the d11miR('ld premises were privately owned.
ARTICLE 14. TERMINATION OF LEASE
Section 14. 01. The Leasor reserves the right to terminate this Lcaitc at any time during the term of this Lease or any extended term by giving the l1e8llN! twelve (12) months written notice of termination upon the following condition:
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1. That there does not exist as of date of notice of tern1inaticn any further reasonable need of the demised premises for parking apace by the tenants of the Lessee of P:i.rcel 202. The Leasor ehall have the sole right to make .the determination of the further reil&onaLle need of the demised premises for parking apace a.a such right exists under the terms of Article 13. Notwithstanding the toregoing thia leue will not. u .. ~terminated without apprOTal or the Department or Houeing and Urban DeTelopnent (F .H .A.)• Section 14. 02. Lessee agrees that in the event all or substantially all of its assets be placed in the hands of a receiver or trustee, and such recciverahip ur iru11Leeship c ontinues for a period of thirty (30) days, or should Lessee make an assignment for the benefit of creditors or be adjudicated a. bankrupt, or shoulcl Lessee institute any proc:eedmg s under the Bankruptcy Act as the 11a1ne now exists or under any ~mcnd- ment thereof which may hereafter be enacte<\ , or under any other act relating to the subject of bankruptcy wherein Lessee seeks to be adjudicated a bankrupt, or seeks to be discharged of its debts, or to ·effect a. plan of liquidation or should any involuntary proceedi.ng be filed against Lessee under a.ny such bankruptcy laws a.nd l.essee consents thereto or acquiesces therein by µleading or default, then this Lease or any interests in a.nrt tr th .. dP.mi11ed premises shall not become an asset in any of s~ch proceedings and, in any sucaa tiVtmt ... u: ~=- ~-1'1Hinn to any and all rights or remedies of Lessor hereunder or by law provided, it shall be lawful for Lessor at its option to declare this Lease and all rights thereunder ended and to reenter the demised premises and take possession thereof and to remove all persons therefrom, and Lessee shall have no further claim thereon or hereunder.
ARTICLE 15. GENERAL PROVISIONS
No Waiver of Breach
Section 15. 01. No failur 'e by either Lessor or Lessee to insist upo'l the strict performance by the other of a:r:iy covenant, agreement, term, or condition of this Lease or to exerc iae a.ny right or remedy con aequent upon a breach the1·eof, sha.11 c· .aiititute a waiver of :my s uC"h breach or of such covenant, agreement, term, o.· condition. No waiver of any breach shilll affect or alter this Lease, but ea.ch a.nd every covenant, condition, agreement, and term o( this Lease shall c<:>ntinue in full force and effect with respect to a.ny other then exist ing or subsequent br~ach.
Time of Essence
Sectiun 15. 02. Tilrn: is of the essence of this Lea.sc, and of c::.ch provision.
Entire Agreement
Section 15. 03. This Lease contains the entire agreement of the parties with respect to the matters covered by this Lease, and no other agr ee ment, sta tement, or promise made by any pa r ty, or to any employ ee , officer. or ai;ent of any pc:.rty, which is not contained in this Leas e shall be binding or valid.
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• Attorney Fees
Section 15. 04. In the event either Leasor or Lessee shall, bring any action or proceeding for damages for an alleged breach of any pro viaion o{ this Lease, to recover rents, or to enforce, protect, or establish any right or remedy of either party, the prevailing v11 l"ly shall be P.ntitled to recover as a part of 'such action Qr proceedings 1"ea.sonable attorney's fees a..~d cc;urt coats.
Modification
Section 15. 05. This Lease ie not subject to modification except in writing.
Delivery of Rent and Notices
Section 15. 06. (a) All rents or other sums, notices, demands, or requests from one party to another shall be sent by mail, postage prepaid to the addresse11 11LaleJ ln Lhis SecLion, and shall have been deemed to have been given at t'1e end of the second full day following date of mailing. •
(b) All rents and other sums payable by Leuee to Leuor
shall be by check payable to "Redevelopment Agency of the City of Vallejo"• or . ib successors in interest, mailed to Leasor at Post Office Box 1432, Vallejo, California AJ4590.
(c) All notices, demands, requests !rom Lessee to Lessor ahall be given to the Leseor at the address provided for in Section
15. OS(b) of this Article.
(d) All notices, demands, or requests from Lessor to Lessee ahall be given to Lessee · at 601 Sacramento Street, Vallejo, Cali fornia 94590.
(e) Ew.ch party shall have the right, .rom time to time, to designate a different address by written notice given in conformil;y with this Section.
Exhibits
Section 15. 07. A map of Pared 201 showing the demlsed premises is attached hereto as Exhibit A.
Section 15. 08.
4& day
Les see: Jack
ExecuUon
'i'~is Lease has
of #{'
Baskin
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SEAL
been executed by the parties on this
• 1971.
Lessor: Redevelopment Agency o(
the City of Vallejo, a
Public Body Corporate
Jl_j;p:w_
ulman
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Exccuth 0 T>h-cctor
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STATE OF CALIFORNIA )
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COUNTY OF SOLANO )
On this ~day o! .July , 19 71 , before me the under-
•lgned, a Notary Public in and for said County and State personally appeared Terry ·curtola , known ·to me to be the Chairman, and
Ted A. MacDonell , known to me to be the ExP.cutive Dir- eclor-Sec r elary o! lhtt Redevelopment A1ency o! lhe Cily of Vallejo thiil executed the within instrument, and known to me to be the persons who executed the within inetrument • . on bebal! o{ the Redevelopment Agency o! the City o! Vallejo and acknowled1ed to me that the Redevelopment Age.:icy o! the City o! Vallejo executed the within inetrument pureuant to a Re,1>lution o! ita member•.
WITNESS my hand and official Seal
a !.~ R. Ir<· Harrx
Notary Public in UldIOr eaid County
and State. My commluion expire•
AuJUBt Z7 • 19_.7...,4.__ __
STATE OF CALIFORNIA )
) ..
COUNTY OF SOLANO )
On thi• 6th day of July , 19 71 , before me, a Nola ry
Public in and Tor'ihe County of Solano, State of CiITiO'inia, pt'raonally appeared Ja ck .Baskin , and---- - -----------·
known to m e to be the persons whose names are subs c ribed to the abov e ce r - tificate ar.d acknowl edged t o me tha t thcr executed tho same. lN WITNESS WHE REOF, I have heTeunto set my hand and afiixed m y Nota ria~ Sea \, the day and yn a r in this c e rtificate fir st above written •.
R. M. 11 ••.. , ..,
Nol a 1·y Publi c in an Glr oaid Cou .. l y " ' '
Sta l.-?. My Commi ss ion c~: p irc:.
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EXHIBIT "A"
DESCRIPTION OF DBMISBD PRBMJ:SBS
FOR PARl<ING LBASE PURPOSES
All that real property situate in the City of Vullejo,
County of Solano, state of California, deacribad as follows: .
A portion cf Block 200, as shown on the naap of the Marina Vista Project, filed Februar~ l , ~~C7, !~ ~~ ?1 ~~ .._P•, at page 51, et seq, in the office of the county Recorder of ~olanv county, as Inatrument No. 1907, being a portion of Parcel 201, ae shown on a Parcel Map filed March 13, 1967, in Book 1 of Parcel Map•, at page SS, in the office of the Solano County Recorder, as Instrument No. 4323, mo~e particularly deacribed as follows:
Be9inni119 at the Northeasterly corner of said Block 200, •aid corner being the intersection of the Southerly line of Capitol Street and the Weaterly line of Sacramento street1 thence along the Eaeterly line of said Block 200, being the Weaterly line of Sacramento Street, South 2• 07• 42" west, 150.nO feet to the Northeaaterly corner of Parcel 202, as shown on a Parcel Map filea September 15, 1969, in Book 3 of Parcel Mapa, at page 67, in the office of the County Recorder of aaid County, aa Inatrl:. mont No. 163131 thence on the Northerly line of aaid Parcel 202, North 97• 52' 18" West, 183.34 ~eet to the NorthWesterly corner thereof1 thence along the westerly line of 1a1d Parcel 202 and along the Westerly line of Parcel 203, ae shown on said Parcel Map filed in Book 3 of Parcel Mapa, at page 67, SOlano county Records, South 2• 07• 42" Weat, 186.00 feet to the Southwesterly corner of ••id Parcel 2031 thence alonq the Northerly line of Parcel 205 and along the Northerly line of Parcel 2048, as said parcels are shown on said Parcel Map filed in BOok 3 of ~arcel Maps, at page 67, SOlano County Recorda, Horth e7• 52' 18" West, 100.50 feetr thence North 2• 01• 42" Bast, 336.00 feet to a point on the Northerly line of said Block 2001 thence along eaid Northerly line of said Block 200, being the Southerly line of said capitol street, South 97• 52' 18" Bast, 283.84 feet to the point of be ginning, containing 61,469.00 square feet of land (1.4065 acres), more or less.
JKBASJ<iN;Leaaee
l\PPROVEDs
REDEVBLOPMBNT AGBNCY OF THE
CITY OP VALL&JO, A PUBLIC
BODY CORPORATE AND POLITIC, Leffsor
n-:~,/ ,1. ')zj:J, fJny..J!f
Ted A. MQCDJnell
Executive Director
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BOND-DOUGHERTY, INC.
CIVIL ENGINEERING • ' LAND SURVEYING
ARCHITECTURE • PLANNING CONSUL TANTI
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rm ~ l\t ; ll AM i' NTO STRFFT VALLEJO, CALIFC.;'INIA 94!.90 "Jtt:A cont 1u1 t ; I
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'· . Recording Requested By and
When Recorded, Return to
Redevelopment Ag~cy of
the City of Vallejo
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: Executive Director
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ReCCJrded la Ollclal Records, SOlaaii Coaatv
Skip Thomson
Asnssormecorder
01 Chicago Title Co
Doc#: 200500134041
I mH H 11111111111
Titles: 2
Fees
Taxes
Other
PAID
8/31/2005
2:00 PM
AR23
04 Pages: 18
61.00 o.oo ' o.oo
$61.00
NO FEE RECORDING PURSUANT
TO GOVERNMENT CODE §27383
The undersigned grantor dedares.: fJ D:icumentarytrariSfertax Is$ __ ...__ ___ _ ( ) computed on full vaJuo of property conwyes . or
( ) compulad on full value less value of Ilana and
&neumbranceo remaln!ng.anlme of -'8 .
Space Above this Linc for Recorder's Use Only
ASSIGNMENT OF AND AMENDMENT TO
LEASE OF AUTOMOBILE PARKING SPACES FOR APARTMENT HOUSE
ADJACENT TO DEMISED PREMISES .
TiilS ASSIGNMENT OF AND AMENDMENT TO LEASE OF AUTOMOBILE PARKING SPAC~ FOR APARTMENT HOUSE ADJACENT TO DEMISED PREMISES (this
11 Agreement'? is entered into as of the 31st day of August, 2005, by and between THE REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO, a public body, corporate and politic (the "Agency''), JACK BASKIN, as Trustee of the Jack Baskin Trust, dated September 4, 1995 ("Baskin" or "Assignor") and MARINA TOWER ASSOCIATES, a CaJifomia limited partnership (''Marina Tower" or "Assignee'?.
RECIT.U,S
A. Agency owns that certain property (the "Demised Premises'') located in the City of Vallejo, California, currently improved as a parking lot The Demised Premises are legally descn'bcd in Exhibit A, attached hereto and incorporated herein by reference.
B. Baskin owns that certain real property located adjacent to the Demised Premises, which is currently developed with a 155-unit multi-family apartment complex, known and referred to as Marina Towers (the "Apartment Complex"). The Apartment Complex property is legally described in Exhlbit B, attaChed hereto and incorporated herein by reference.
C. The Agency, as Lessor, and Baskin, as Lessee, entered into that certain Lease of Automobile Parking Spaces for Apartment House Adjacent to Demised Premises, dated July 6, 1971, and recorded in ~e Official Records of the County of Solano on September 7, 1971, as Document No. 18063, In Book 1705, Page 179, as amended by that certain Amendment to Lease, dated September 6, 1972, and recorded in the Official Records of the County of Solano on October 12, 1972, as Document No. 23567, in Book 1781, Page 557 (collectively, the "Lease"), . 1 8/24/WOS
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pursuant to which the Agency has leased to Baskin ·the Demised Premises for purposes of automobile parking by tenants of the Apartment Complex.
D. Baskin is in the process of selling the Apartment Complex to Marina Tower, and desires bY. this Agreement to assign, and Marina Tower desires to assume, all ofBaskin's rights, title imd interest in and to the Lease pursuant to the terms of the Lease and all of the terms, conditions and covenants of this Agreement.
E. The Agency and Marina Tower desire to amend the Lease to extend the term of the I..:ease, incorporate certain provisions relating to the future development of a parking structure on a ~ortion of the Demised Premises, and make cer:tain other modifications relating thereto.
I AGREEMENTS
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for oiher good and valuable 'consideration, the sufficiency of which is hereby aclmowledged, the partibs agree as follows:
I 1. Assignment by Baskin. Baskin hereby assigns to Marina Tower all of its rights, title and interest under the Lease with respect to the Demised Premises.
I . I 2. Acceptance and Assumption by Marina Tower. Marina Tower hereby accepts the assigµment of the Lease and expressly assumes and agrees to be bound by and perform, as a direc~ obligation to Agency (as Lessor), all covenants. conditions, obligations and duti~ of .
Baskin as Lessee under the Lease, as amended hereby. It is the express intention of both Baskin and Marina Tower that Marina Tower shall be substituted for Basldn as the "Lessee", as such tennr ~ s defined in the Lease.
3. Lease Term. The termination date of the Lease (December 31, 2027), as set forth under Section 2.01 of the Lease, is hereby amended to provide that the Lease shall tenninate on Au~st 31, 2060 fifty-five (55) years from the date of this Agreement).
4. Future Development Prqpertv: Construction of Parking Structure.
A. The provisions cont~ed in Section S .02 of the Lease are hereby deleted in their entirety, and replaced with the provisions set forth in this Section 4. l
B. Future Development Property. Marina Tower acknowledges and agrees that e Agency intends to enter into a Disposition and Development Agreement (the "DDA") with 'a third party developer (the "Developer") pursuant to which the Developer will acquire from the 4gency a portion of the Demised Premises (the ''Future Development Property''). together with
1 other adjacent and surrounding properties, for purposes of development of a master planned mixe~-use development, including residential, commercial, office and retail uses, parking areas, • and open space uses. A map showing the general location of the Future Development Property is attached hereto as Exhibit C and incorporated herein by reference. : The remainder of the Demised Premises not included in the Future Development Property is sometimes referred to 2 8/29/'1!XJ5
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herein as the "Remainder Property". The Remainder Property shall be sufficient in size to contain no less than thirty (30) parking spaces. ·
C. Conditions to Conveyance. Conveyance of the Future Development Property to the De~eloper shall be subject to and conditioned upon all of the following:
i. Agency and Developer, at their sole cost, shall be respoDSI'ble for obtaining all approvals necessary for a subdivision of, or lot line adjustment to, the Demised Premises to create the Future Development Property as a legal parcel substantially in conformance with Exluoit C for pmposes of conveyance to the Developer. Marina Tower agrees to cooperate with Agency and Developer and not to unreasonably oppose or otherwise challenge any such actions.
u. Following conveyance of the Future Development Property to the Developer, Marina Tower shall retain the right to use and 'Occupy the Remainder Parcel, and the term "Demised Premises", as used herein and in the Lease, shall th~eafter mean and refer to the Remainder Parcel.
iii. The Agency and Marina Tower shall cooperate to prepare and enter into an amendment to this Lease, or other appropriate document, providing for the release of the Future Development Property from this Lease, and the continuation of the Lease in full force and effect as to the ~ainder Property.
iv. · The Developer and Marina Tower shall enter into an Easement Agreement (as defined below) pursuant to which Marina Tower shall have the right to use and occupy forty-five ( 45) parldng spaces, either on the Future Development Property or within the Parking Structure (as defined below) upon its completion, pursuant to the terms, conditio~ and covenants contained in the Easement.
D. It is anticipated that, under the proposed DDA, the Developer will develop a parking structure (the "Parking Slructure") on the Future Development Property, together with other adjacent property, in place of the surfiu:e parking lot currently located on the Future Development Property. The Developer is expected to commence construction of .the Parking Structure on the Future Development Property in approximately 2008, and construction is anticipated to be completed within twenty (20) to twenty-four (24) months after commencement The Agency agrees to provide, or cause the Developer to provide, forty-five (45) alternate parking spaces in the vicinity of the Apartment Complex as specified in this Section 4.D. for use by Marina Tower and its tenants during the period of construction of the Parking Structure. At least twenty (20) of such alternate parking spaces shall be located within three hundred fifty (350) feet of the Apartment Complex, and the remaining twenty-five (25) alternate parking spaces shall be located within five hundred (500) feet of the Apartment Complei. Agency shall identify the location of the forty-five (45) alternative spaces and make them available to Marina Tower prior to and as a condition of the Agency's conveyance of the Future Development Property to Developer. Absent Agency's negligence, Agency shall not be liable to Marina Tow~ or its tenants for any costs (including without limitation any relocation costs or payments which Marina Tower or its tenants may otherwise be entitled to) or other damages associated with such 3 8/24/2005
836788v1105137/0042
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alternate parking or Marina Tower's and its tenants' loss of use of the parking spaces during any such period of construction. During any such periods of construction. Marina Tower shall continue to pay rent and all other amounts due under the Lease, and Marina Tower shall not be entitled to any deduction in rent or other amounts due, or any rebate for the payment of rent or other amounts paid, during any such period of construction.
E. Waiver. Marina Tower, agrees to and shall indemnify, protect, defend and bold the Agency (in its capacity as Landlord and otherwise as a public body, corporate and politic) and its officers, directors, employees and agents bannless from and against all liability, loss, damage, costs or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the tempormy loss of use of the Future Development Property and/or relocation of parking spaces, or the relocation of any person{s), business( es), or other occupant(s) located on within, on, or about, the Demised Premises during any period of construction, as contemplated under subsection 4.D., above (collectively, "Relocation Claims"), including waiver and release of any relocation rights under Government Code sections 7260 et seq. or any federal laws (''Relocation Assistance Law"), provided however, that such indemnification shall not apply to any liability, loss, damage, costs or expenses caused by the gross or active negligence or willful misconduct of the Agency, or its agents, servants, employees or contractors. The Agency shall not be responsible for any acts, errors or omissions of any person or entity except the Agency and· its respective agents, servants, employees or contractors. Notwithstanding the foregoing, Marina Tower does not waive any claims it may have agamst the Agency for any breach by Agency of its obligations to provide:, or cause the Developer to provide, the alternate parking spaces during the period of construction of the Parking Structure, pursuant to Section
4.D., above.
F. Easement Agreement. It is the intent of the Agency and Developer, and agreed to by Marina Tower, that upon conveyance of the Future Development Property to the Developer, Marina Tower and the Developer shall enter into an easement or siinilar type of agreement (the "Easement Agreement") pursuant to which Marina Tower shall have the right to use and occupy forty-five (45) parking spaces within the Parking Structure. upon its completion.
Marina Tower agrees to cooperate with the Agency and Developer in ~e preparation, execution. and recordation of an Easement Agreement, which Easement Agreement shall provide for and contain all of the following:
i., The term of the Easement Agreement shall be not less than the remaining term ·of the Lease, as provided for under Section 3 of this Agreement, and shall continue thereafter so long as the Apartment Complex continues to be used and occupied for affordable housing purposes.
ii.. Marina Tower and its tenants shall retain the right to use .and occupy forty-five (45) parking spaces within the Parking Structure or such other location as mutually agreed upon by Marina Tower and Developer during the temi of the Easement Agreement.
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iii. The Developer, in co0peration with the Agency, shall provide 45 alternate parking spaces for use by Marina Tower and its 'tenants during the period of construction of the Parking Structure, in accordance with the provisions of Section 4.D., above. iv. The Developer shall maintain and repair the Padcing Structure in good condition and repair.
v. Compensation to be paid by Marina Tower for use of the parlc:ing spaces in the Parking Structure shall not exceed ONE DOLLAR ($1.00) per year. In addition, Marina Tower shall pay to the Developer a fair and equitable share of the costs of maintenance, insurance and taxes incurred by the Developer for the operation of the Parking Structure, as follows:
(a) Commencing in the first year of operation of the Parking Structure and continuing through December 31, 2017, Marina Tower shall pay to Developer per year the lesser of (i) an amount equal to eighty percent (80%) of the Apartment Complex's Net Cashflow, as defined below; for that year (ii) Marina Tower's pro·rata share of the costs of maintenance, insurance and taxes inCWTed by the Developer for the operation of the Parking Structure for that year; or (iii) TWENTY-FIVE THOUSAND DOILARS ($25,000), which amount shall be adjusted annually after the first full year of operation of the Parking Structure by the lesser of (x) the changes in the Consumer Price Index of the Bureau of Labor Statistics, U.S.
Department of Labor for All Urban Consumers, San Francisco Bay Region, California ("CPI Adjustment''), or (y) three and one-half percent (3.5%). Payments shall be pro-rated for partial years, based on a thirty (30) day month.
. (b) Commencing on. Januacy 1, 2018 and continuing
throughout the remaining term of the Lea5e, Marina Tower shall pay to Developer per year the lesser of (i) an amount equal to one hundred percent (100%) of the Apartment Complex's Adjusted Net Cashflow, as defined below in this paragraph (b ); for that year; (ii) Marina Tower's pro-rata share of the costs of maintenance, insurance and taxes incurred by the Developer for the operation of the Parking Structure for that year; or (iii) the amount ·calculated under subsection
4.F.v.(a)(iii), above; as· adjusted through December 31, 2017, and as .further adjusted annually thereafter by the lesser of the CPI Adjustnient described in subsection 4.F.v.(a)(iii), above, or three and one-half percent (3.5%). For purposes of the payments required to be made by Marina Tower pursuant to this Section 4.F.v.(b), "Adjusted Net Casbflow" shall mean the calculation of Net Cashflow without deducting the payment of the Partnership Management Fee, as defined below. Stated another way, the Partnership Management Fee shall not constitute an operating expense for purposes of calculating Adjusted Net Cashflow and the Developer payment pursuant to this paragraph (b ).
(c) For pwposes of this Section 4.F.v., "Net Casbflow" means all rents, revenues, consideration or income (of any fonn} derived by Marina Tower in connection with or relating to the ownership or operation of the Aparqnent Complex, including any revenue derived from any refinancing of the Apartment Complex (excluding any proceeds from the Agency's Loan or the City HOME Loan}, less all of the following: (i) all customary and reasonable costs and expenses in connection with the operation and maintenance of the 5 8/24/2005
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0 Apartment Complex; (ii) a property management fee (previously approved in writing by Agency); (iii) any deferred developer fee (where such deferred developer fee was previously approved, in writing by Agency); (iv) a management fee ("Partnership Management Fee") not to exceed $25.000 (which amount shall be adjusted annually by the lesser of the CPI Adjustment or three and one·half perccnt (3.5%)); (v) principal and interest paid by Marina Tower on account of any mortgage financing, loan(s) or other obligations approved by Agency; (vi) amounts (previously approved by the Agency) expended to restore the Apartment Complex after a casualty loss or condemnation; (vii) reasonable and customary costs for accounting and auditing the books and records of the Apartment Complex; (vili) taxes; any amowits (previously approved by Agency) reserved by Marina Tower as an operating contingency reserve accowtt and a replacement reserve account (and deposited in an account approved by Agency) for the Apartment Complex which reserves shall not exceed THREE HUNDRED AND FIFTY DOLLARS ($350.00) per unit, per year; and (ix) any other reserves required by an approved lender or investor and approved by Agency.
Notwithstanding the foregoing, the following items are not expenses or deductl"ble in computing Net Cashflow: (i) payment of any fees or expenses or of any portion of the Net Cashflow to Marina Tower; (ii) income taxes imposed upon Marina Tower's income; (iii) payment of interest on any indebtedness of Marina Tower to any affiliate of Marina Tower (individual or entity) or to any other third-party lender or partner not otherwise . approved by Agency; and (iv) depreciation, cost recovery, amortization and ~imilar items which do not involve the expenditure of cash. The parties hereto acknowledge that Union Bank of California, N.A., in its capacity as Bondowner Representative with respect to the bond financing obtained by Marina Tower for the acquisition and rehabilitation of the Apartment Complex ("Senior Lend~"), is not an affilia~e of Marina Tower.
vi. Indemnification and insurance provisions on the part of Marina _Tower and the Developer, as maybe reasonable and customary, relating to the use of the parking spaces in the Parking Structure.
vii. The location of the parking spaces within the Parking Structure to be used by Marina Tower and its tenants shall be determined by Developer, subject to the reasonable approval of Marina Tower; provided. however, the Developer shall reasonably consider the overall demographics of Marina Tower's tenant base (i.e., senior citizens, handicaps and other physical restrictions) in the design of, access to and location of the parking spaces· in the Parking Structure.
vin. Mortgagee protection provisions, as may be reasonable and customary, in favor of Senior Lender.
ix. Such other terms and conditions as may be mutually agreeable between the parties.
G. Marina Tower agrees it 'shall reasonably cooperate with the Agency and Developer in the preparation, execution and recordation (as appropriate) of an amendment to the Leas~ as provided for iri. Section 4.C.3., and an Easement Agreement with the ~velopc:r, as 6 8/24/'1005
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provided for in Section 4.C.4., containing the provisions set forth in Section 4.F. If Marina Tower fails to execute an amendment to the Lease and/or Easement Agreement that complies with the requirements of and intent of Section 4.F, or in the event any dispute arises between or among the Agency, Marina Tower and/or the Developer with respect to any such Amendment to the Lease or Easement Agreement, the Agency, Marina Tower and Developer shaij, meet and confer in good faith to resolve the matter. Each party shall make all reasonable efforts to proyide to the other parties all infonnation relevant to the dispute, to the end that all parties will have appropriate and adequate information to resolve the dispute. If the parties cannot reach a mutual agreement and resolve the matter, the parties shall attempt in good faith to resolve any such dispute by mediation conducted by a mediator mutually selecte4 by the parties or in the absence of mutual agreement of a mediator, a panel of three (3) mediators where the parties each select one mediator, and those mediators select the third mediator. The third mediator shall serve as chairperson and shall adhere to the Commercial Mediation Rules of the American Arbitration Association. The parties shall promptly and diligently cooperate with each other and the mediator(s) and petfonn such acts as may be necessary for an expeditious resolution of the dispute. The costs of such proceeding, including the fees of the mediator(s), shall be bome equally by the parties to the dispute. Jn the event the parties cannot reach a mutual agreement following the mediation process set forth above, the parties agree to .submit the dispute to judicial reference as provided. in that certain Altemative Dispute Resolution Agreement between Marina Tower and the Senior Lender, dated as of August 1, 2005, which is part of the Loan Documents relating to Senior Lender's :financing provided for the acquisition and rehabilitation· of the Apartment Complex.
5. Notices. Any notices required to be sent to Agency and/or Marina Tower pmsuant to the Lease, a5 modified by this Agreement, shall be addressed as follows:
If to Agency:
836788vll05137/0042
Redevelopment Agency of the City ofVallejo
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: Executive Director
with a copy to:
Redevelopment Agency of the City of Vallejo
SSS Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: Community Development Director
and a copy to:
Redevelopment Agency of the City ofV allejo
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
Attn: Agency Counsel
7 B/24/2005
If to Marina 'fower: Marina Tower Associates
345 Spear Street, Suite 700
San Francisco, CA 94105
Attn: Vice President, Northpoint Housing. Inc.
6. Approval by Agency of Assignment. Subject to and upon all the terms and conditions set forth in this Agreement and the Lease, Ageilcy hereby approves the assjgnment by Baskin and assumption by Marina Tower of all of Baskin's rights and obligations under the Lease. Agency is a beneficiary of this Agreement. AB such, the provisions of this Agreement inure to the benefit of and are enforceable by Agency. Agency agrees that in the event the Agency Loan to Marina Tower is assigned pursuant to the ten:ns of the Agency loan agreement, this Lease may also be assigned to the assignee of the Agency Loan.
7. · HT.JD Approval Limited to Original Tenn of Lease. The parties hereby agree that the last sentence of.Section 5.02 of the original Lease, providing the Department of Housing and Urban Development with certain approval rights, shall have no force and effect after May 31, 2027, the expiration date of the original term oftbc Lease.
8. Effect of Agreement. Except as specifically modified by this Agreement, all other terms of the Lease shall be in full force and effect.
9. Attomevs' Fees. If any party hereto commences an action against any other party arising out of or in connection with this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties reasonable attorneys' fees and expenses and costs of suit.
10. Governing I.aw. This Agreement shall be construed under and shall in all respect be governed by the laws of the State of California.
11. . Tenns Are Binding. All of the terms, covenantst conditions and provisions of this Agreement shall be binding upon and shall insure to the benefits of the parties hereto and their respective heirs, executors, ~prescntatives, successors and assigns.
12. loint and Several Obligation. The obligations hereunder imposed upon Marina Tower shall be joint and several . .
13. Time of Essence. Time is of the essence in this Agreement
14. Interpretation. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates.
The ~ord "including" shall be construed as if followed by the words "without limitation.• This Agreement shall be interpreted as though prepared jointly by all parties. All exhibits referred to in this Agreement are attached hereto and incorporated by reference. All c~italized terms not 8 8/24/2005
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0 expressly defined in this Agreement shall have the respective meanings given such terms in the Lease. The Reci~ls are incorporated into the term of this Agreement.
15. Brokerage Commission. The parties each represent that they have not been represented by any broker in connection with this Agreement, and that no real estate broker's commission, .finder's fee or other compensation (indiVidually and collectively, "Commission'~ is due or payable. Baskin and Marina Tower each agree to indemnify and bold harmless Agency from any claims or liability, including reasonable attorneys' fees, in connection with a claim by any person for a Commissioi;i based upon any statement, representation or agreement of Baskin or Marina Tower, respectively.
16. Authorization. Bach individual or entity executing this Agreement on beba.lf of Baskin, Marina Tower or Agency represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Baskin, Marina Tower or Agency, respectively and that such execution is binding upon Baskin, Marina Tower or Agoncy, as applicable.
17. Seve@bility. If any term, provision, or condition of this Agreement or the application of any provision of this Agreement to a particular situation is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement, or the application of th.is Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. ·
18. Entire Agreement This Agreement sets forth the entire understanding of the parties in connection with the subject matter hereof There are no agreements between Agency, on one band, and both Baskin and Marina Tower, on the other hand, or any agreements between Agency and Marina Tower, relating to the Lease or the Demised Premises other than those set forth in writing and signed by the parties in this Agreement No party hereto bas relied upon any understanding, representation or wmanty not set forth herein,· either oral or written, as an inducement to enter into this Agreement. Except as may be expressly provided in this Agreement, nothing contafued herein is intended or shall be construed to amend, modify or waive any of the provisions of the Lease, and the Lease is hereby ratified, confirmed and approved in all respects.
19. Counteroarts. This Agreement may be eXecutcd in counterparts, which counterparts shall be construed as a single document and have the same effect as if all of the parties had executed the same instrwrient.
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0 IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.
83678Bvll05137/0042
AGENCY:
REDEVELOPMENT AGENCY OF THE CITY OF
VALLEJO
• BY=---~~'""-i(s"""'AA:~It-o-ger __ e L_ .. _ K-~.i.=..-p ~_.,.,...e __ Executive Director
MARINA TOWER:
MARINA TOWER ASSOCIATES,
a CBiifornia limited partnership;
By: BRIDGE TOWER LLC,
a California limited liability company
(Its Managing General Partner)
By: NORTHPOJNT HOUSING, INC.,
a Califomia nonprofit pub1ic benefit
cotporation .
(Its Member/Menagcr) , ~
B~<'Yl~'k_,
Its: 1,lf - lA,,dJA:lat'L
By: JSCO TOWER, LLC,
a California limited liability companY;
(Its Co-General Partner)
By: THE JOHN STEWART COMPANY,
a California cotporation
(lt.s Member/Manager)
By:~··~~--- ·
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. Baskin hereby enters into this Agreement as the Assignor hereunder, and agrees to be bound by this Agreement only as this Agreement relates to the assignment by Baskin to, and the assumption by, Marina Tower of all of Baskin's rights, title and interest under the Lease with respect to the Demised Premises. Baskin shall have no rights or obligations hereunder with respect to the provisions contained in Sections 3 and 4 of this Agreement BASKIN:
BY.. ~ BCkB8SkiJi:8ST1tee of the Jack Baskin
Trust, dated Septemoer 4, 1995 ·
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STATE OF CALIFORNIA
COUNTY OF SOLANO
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On August 26. 2005 before me, ALLISON VILLARANTE Notary Publlc, personany appeared ROGER L. KEMP
personally known to me to be the person(I) whose
name(I) lsHD'. subscribed to the within Instrument and acknowledged to me that he/JllllOUeJ executed the same In hlsblD'.ltielt authorized capacilY*DG~ and that by his~ slgnature(I) on the instrument the person(~ or the entity upon behalf of which the person(i) acted, executed .the Instrument Witness my hand and off'icfal seal.
[SEAL]
STATE OF CALIFORNIA )
COUNTYO~~.?J&-o ~ ss. . .
On L_ 4 ,iOQ~~;m~HH~, Notary_ Public,
personally appeared _ Vt:r/J HIA. - .
personally·known to me C2! ~roved!? meothibas.l!i 0Lspt1stactory §Yldencel..to be the person(s) whose name(s) ls/are subscribed tOine within Instrument and acknowledged to me that he/lbaahey executed the samSTn hls/tl_Bthelr authorized capaclty(les). and that by hlslll!!tthelr slgnature{s) on the Instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the Instrument Witness my hand and official seal.
(SEAL]
2D93I014742-0308
«me82.09 aOSl24/0!S
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NOTARY ACKN01\TLEDG!VIENT
State of California }
-
~-SS. County of SAN FRANOSCO
0n ~llOl-,.~l~S-.beforeme, NlwtK.~l~~&,1
personally appeared ( a_cl. D .. qMOOif
~-···········f NICOLE RENEE MIDlAND
@
Commllslon # 1501953
· Nokilf Public -CoRfomla I
Alameda Countv
MvCOmm. Exs*ea JU 19, 2008
Place Notary Seal Above
Name(s) of Slgner(s)
0 personally known to me
~ proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the
within Instrument and acknowledged to me that he
executed the same in his authorized capacity, and
that by his signature on the instrument the person, or
the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
~~k Rlli.~
OPTIONAL
Though the information below is not required by Jaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachrrnmt of this form ro another document.
Description of Attached Document
Title or Type of Document:----------------------------
Document Date: ---------------Number of Pages:---------- Signer(s) Other Than Named Above: ------------------------ Capacity(ies) Claimed by Signer
Signer's Name:---------------------------
0 Individual
D Corporate Officer - Title(s): --------------------
0 Partner - 0 Limited D General
D Attorney in Fact
D Trustee
0 Guardian or Conservator OOther. _________________________ __ Signer is Representing:------------------------
Top ol lhumb llele
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Exhibit A
Legal Description of the Demised Premises
All that property situated in the State of California, County of Solano. City of Vallejo. descn"bed as follows:
A P09:2ION ,·op BLOCK 200, ~ sHDwH OK ms MAP OP TBB ~ visn,' J.lROJBC'.I!, ·~ l'BBRIIUY i, 1967 • Xlf BooJt 23 o• MUS, Ar PABB 51, 'BT SBQ, m '1'llB 01'P.tcB OP 'tBB comr.rr JtBCORDBR oF SOLJU110 co'tnnr, u nm7Rm1BHT Nd. 1'907, BBIHG A PORTION oP · P.ARCBL. 2011 AS· SBONH OH. A PMCBL MP.P ~ MARtif 13, · 1~67- IN BOOJC 1 01' 'ARCBrt MaPS, AT PAGB 55, IN Tim OPPICB .OP 'l'HB SOLANO <I>DH'n, RBCORDBR. AS narrR0MBNT NO •• f323, , mRB PAR'fJ:cOLuLY DBSCJUBBD AS .POLLOlfS: . .
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BBGilOJIRG AT -'l'HB NOR'lRBUTBRLY <DUBR ' OP SAID BLOCK 200,- -SADJ <DUBR. BBDIG ·'lBB · . . DrmasBC'nON OP mB SOU'lJIBRLY LDIB. OP CAPI'ZOL. STllBBT MD ·ms . misTBar,y LDIB OP SACRAMBno S~T,. 'tBBRCB 'AI.OW TlilnwmmLY LIHB" OP SUD .er.oat 2,DO, BBING ·'lBB llBST8RLY LDm 01!' SACRAMBH'l!O" STRBBT, SOtnll p . 0'1' ·H• DST, 150.00 PBBT 'rQ 'fSB ·JIORTHBIS'IBRLY <DRHim OP ,PAKC!BL 2.02, AS S!Elm ON A PAR.cm, ~ ~BD ·SBP'IBMBBR 15, '1969 Dl BOOK 3 OP P~ MAPS, .Ar DGB. 67, DI '1'RB OPPI:CE OP 'rJUI· comrtr . RBCORDBR OP SAm·~miu, U IHB~ l!IO. 1'3131 ~CB OH THB,HOR'DIBRLY J,INB OP ;SAID l'ARCBL 202, NOUH 87° 5-2' !a• "SST', 18l:J4 PBBT 'l'O 'lHB NOll&WBSTBRLY <DRNBR. • 'l'HBRBoP1 mBHCB AJ'..oNG 'l'HB 11BS'l'BRLY. LIN\I OP ,SAID .PARCBL ~02 AmJ ALONG TRa WmrrnLY J,DIB OP PARCSL 2oj, AS. SH01tH ON SAm P.U.CBL. MAP Pl;LBD D1 BOOJt J Qli P.UlCBL JUUIS, M' PJ\GB 67, SoLUIJ COUNT'r RBa>iDS, SOU'?H 2• 011 ' 42• ff8ST, 111t .'oo . fBB1' 'fO - 800'tHWBsTmY maima OP ~ QRCBL 203 t . :rllBNCB. ALOW 'lHB NOR'l'HBRLY Li:HB: or P.llCm. 20s AHD AI.OBG ·'l'lql llOll'BBRLY L:J;HB. QP PARCBL 2~tB. u SllD P.l.JlCBLS ARB SllJllR Ol'f SAD> PARCBL MU PILBD XN BOOK'. J OP PAJlCliL. NP.PS, AT PAGB 0 n ·, SOLMll
COUNTt RBCORDS, HOR.TH· 87° 52' 18• 'HBS'r, 10·0 . so PBBT; 'lHBfK!B NOUH a• 07' .12• . .BUT, · 31_it.oo· l'BB'r 1'l0 A eom oer ~ ~Y LIHB OP SAXD auia 200, ~ · ALOIG SUD NOllmBRL-Y LDIB OP SUD m.oQc 200, 118D1G 'fHB SOD111BkLY '4DIB 01' SAm . auarror, S'rRBBT. soOTR a1• s2· 19• DS'i, 211.H nsr m THB roIH'? op BBGDIHING.
PO~?ON OP ASSBSSOR'~ PARCBL ~BR: 0055-1'0-170
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836188vll 05131 /00G
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ExhlbltB
Legal Description of the Apartment Complex Property
All that property situated in the State of California, Councy of Solano, City of Vallejo, described as follows:
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A .ronnnr OP BLOClC-200, AS SHOD ON A MU 01' ftlB MARDa VZS'l!A PROJBC't, PILBD PElBRtmllr ·1. 1'67, ~ BOOtt U OP MA.P~, ~T PJUJB 51, ft SBQ Dr· ~ OrPtCB OP TJm .
CODMTr llBCORDBR 01' SAID COtJlll'f.Y AS ~DMBH'l' HO. 1907,· BBIRG PARCBL 202, AS SHDtlH ON· A .PllCBL .MP 1'XLBD SBftBMBBR 15 I 1''9, .IB BOOlt 3 .OP . PARCaL MAP&. A'l' PAGB 67, ·IN mB OFPXCB 01' m CODH'l'Y IBOJJU>BJl..OP SAD> J:DUHTYi AS INSTRDMBH'.r ;tro. 163i3, MORB PAaUcoLuL¥)>BSciusBD AS PoLLClfS: . .
. ·~~.M' ~- ~~ oN ~ !WjlT k~- o.~ _ ~:o> BLOQ!: ~Q(J~ ~DST· LDIB mmm • 'J.'HB llBfnBRLY Jlllm OP SAC1lAMlrlm> S'tRBBT, 80 1'BBT 'tl'D>B, PROM WHICH 'nDi1 SOtJ'rmmST colWBR oi SUD ar.ooc BBUS .soUTa 02• 01 1 1211 DST 349.44 'PBB'1'1 THBNCB PRDtf SAm POm op .BBGDJHZHG ALONO mo Ds'l' LINS pp BLOCJt 200, Ilona 02°· 01• .u• Biurr, 151 •. 00 ·PBBT TO '1'BB t«>S'l DsTm,u.r SOtmlBAST COINBR OP. PARCBL 201, AS BRD10f OR A PARCBL MAP PILBD ·M1Ulal 13, 1967, Dl' BOOK 1 OP PARC!BL, MAPS; AT PAGB SS, DJ Tim OPPJ:CB· OJ' THB aimrn RBO>RDBR OP SAID CODN'l'r, AS DISTRUMBHT NO. U23; '1'liBNcB '. .
ALONG THB SOOTBBRLY AND DSTBRLY ·soONDARY bP 8AXD PA1lCBL 201 ·!IJll.DI ·87.• s~· 18• 1IJIST 183.34 PDT AUD somk 02• 07' 42• WEST 15·1.oo ·nBT .TO '1'BB wHJIMBS'i CORHBR OP PAJl.CBL 203, AS SHORN OK sAtD l'AB.CBL MAP PILBD X]f SOOIC 3 01' PARcsL ES, M' DGB 611 TBBRCB ALONG THH NqURBRLY mlmallulY t.nm OP SAID PARCBia 203 spum 87° . 52' 1811 BAST 183 . 34. PBB'r TO ma: POD'l' OP ·UGIHlllING·. . . . . Msassoa• s Puon:. HCMBBlti ooss-160:.1ao
8/24/2005
836788vll 05137 /00G.
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ExhibitC
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CITY ATTORNEY’S REPORT
July 23, 2024 – City Council Agenda
TO:Mayor and Members of the City Council
FROM:Veronica A. F. Nebb / VN
SUBJECT: Quarterly Report for FY 2023/2024, Fourth Quarter (April - June 2024)
The following list of projects, work, and statistics represents an overview of the work performed at the City Attorney’s Office during the fourth quarter of Fiscal Year 2023/2024. Some projects and items have been omitted due to their sensitive nature. If Councilmembers or officials have any questions, please feel free to contact the City Attorney privately, as many of the below items are attorney-client privileged and, therefore, not appropriate for public discussion.
I. Litigation:
a. Number of Pitchess Motions served on the City this FY Quarter: 2 b. Number of Pitchess Motions served on the City this FY: 15 c. Summons & Complaints (New cases this FY Quarter): 7 (see below) File Name Case # Served Date City’s Counsel
Washington, Arlene v. City of Vallejo, et al. CU24-02149 04/04/2024 Kristoffer Jacob, ACA Madkins, Kimberly v. City of Vallejo, et al. CU24-03517 05/13/2024 Kristoffer Jacob, ACA VPOA and Nichelini v. City of Vallejo, et al. CU24-03516 (PRISM) 05/16/2014 Katelyn Knight, ACA Monteloya, Girlie v. City of Vallejo, et al. CU24-03609 05/16/2014 Katelyn Knight, ACA Green, Maiya v. City of Vallejo.et al. 2:24-cv-01292-JAM-AC 05/22/2024 Kristoffer Jacob, ACA Jones, Bryson v. City of Vallejo, et al. 2:24-cv-01199-CSK 05/23/2024 Katelyn Knight, ACA Walt Oxley Enterprises, Inc. v. Cannon
Construction North, Inc., et al. CU24-04072 04/04/2024 Katelyn Knight, ACA Mayor and Members of the City Council
Re: City Attorney’s Fourth Quarterly Report for FY 2023/2024 July 23, 2024 - City Council Agenda