Vallejo City Council
April 22, 2025

C. Applicable Codes
The Participant's improvements shall be constructed in accordance with the Uniform Building Code (with City modifications) and the Municipal Code.

HI. CONSTRUCTION STANDARDS
All construction or other work on or in connection with the Site, or otherwise undertaken by Participant, shall be accomplished expeditiously and diligently. The improvements shall be constructed in compliance with any construction documents approved by Agency and City, and also in compliance with all applicable local, state and federal laws and regulations. Participant shall have the sole responsibility for obtaining all necessary permits and shall make application for such permits directly to the person or governmental agency having jurisdiction. Participant shall take all reasonably necessary measures to minimize any damage, disruption or inconvenience caused by such work and make adequate provision for the safety and convenience of all persons affected thereby, including without limitation that dust, noise and other effects of such work shall be controlled using the best accepted methods customarily utilized in order to control such deleterious effects associated with construction projects in a populated or developed area. Participant shall erect and properly maintain at all times, as required by the conditions and the progress of work performed by Participant, all necessary safeguards for the protection of workers and the public. Participant shall repair, at its own cost and expense, any and all damage caused by such work, and shall restore the area upon which such work is performed to a condition which is equal to or better than the condition which existed prior to the beginning of such work. In addition, Participant shall pay (or cause to be paid) all costs and expenses associated therewith and shall indemnify and hold the Agency and City harmless from all damages, losses or claims attributable to the performance of such work.

IV. AGENCY OBLIGATIONS
Neither Agency nor City shall have any obligation to construct any improvements, public or otherwise, in connection with the Project or the Site.

Exhibit C 8/23/05

748904vl2 05137/0042

EXHIBIT D

SCHEDULE OF PERFORMANCE

1. 2.

3. 4.

5. 6.

9. 10.

Action
Execution of this Agreement
Date
Prior to acquisition of Site by
the Participant
Complete lead based paint and asbestos surveys Prior to acquisition of Site by the Participant
Submission of Evidence of Financing Site
Acquisition Costs
Prior to acquisition of Site by
Participant
Approval/Execution of Property Management Prior to acquisition of Site by Agreement the Participant
Execution of Agency Note, Agency Deed of Trust Prior to acquisition of Site by and Affordable Housing Covenant the Participant
Recordation of Agency Deed of Trust and
Affordable Housing Covenant

7. Release of funds for Agency Loan

8. Acquisition of the Site by the Participant
Submission of Evidence for financing for
rehabilitation work
Concurrently with acquisition
of the Site by the Participant
After or concurrently with
completion of items 3-6, above
and all other conditions set
forth in the Agreement, and
delivery of lenders policy by
the Participant.

Prior to or concurrently wititi
acquisition of the Site by
Participant, but in any event
by December 1,2005
Within 6 months after
acquisition
Submit all required plans, drawings and related Prior to commencement of work, and obtain all necessary Project approvals rehabilitation work 748904vl2 05137/0042
Exhibit D
Pagel
8/23/05

and permits

11. Commencement of rehabilitation work

12. Completion of rehabilitation work

13. Issuance of Certificate of Completion
By December 1,2005
Within 24 months after
commencement of
construction
Upon completion of
rehabilitation work
748904vl2 05137/0042
Exhibit D

8/23/05

EXHIBIT E

FORM OF CERTIFICATE OF COMPLETION

RECORDED AT THE REQUEST OF AND
WHEN RECORDED RETURN TO:

CERTIFICATE OF COMPLETION OF

CONSTRUCTION AND IMPROVEMENT
WHEREAS, the REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO (hereinafter referred to as the "Agency"! and MARINA TOWER ASSOCIATES, a California Limited Partnership ("Participant"), entered into that certain Participation Agreement dated for reference purposes as of August 1,2005 (the "PA"); and WHEREAS, pursuant to the PA, the Participant has acquired and rehabilitated that certain real property legally described in the attached Exhibit A (herein, the "Site") including the multi-family residential apartment project located on the Site (the "Project") as required under the PA; and
WHEREAS, pursuant to Section 214 of the PA, promptly after completion of the rehabilitation work (as set forth in the PA) by the Participant and upon the written request by the Participant, the Agency is required to furnish the Participant with a Certificate of Completion relating to such rehabilitation work; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the Participant has complied with the terms of the PA pertaining to rehabilitation of the improvements upon the Site; and WHEREAS, the Participant has requested that the Agency furnish the Participant with the Certificate of Completion; and
WHEREAS, the Agency has conclusively determined that rehabilitation of the improvements on the Site as required by the PA has been satisfactorily completed; Exhibit E 8/23/05
Page I
748904vl2 05137/0042

NOW, THEREFORE:

1. As provided in the PA, the Agency does hereby certify that construction of improvements to the multi-family residential units and appurtenant areas on the Site as required by the PA has been fully and satisfactorily performed and completed.

2. This Certificate of Completion shall not be deemed or construed to constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the acquisition or any construction work undertaken of the improvements on the Site. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code.

IN WITNESS WHEREOF, the Agency has executed this Certificate of Completion as of this day of . 200 .

REDEVELOPMENT AGENCY OF THE CITY

OFVALLEJO
By:_
Roger L. Kemp
Executive Director
"AGENCY"
748904vl2 05137/0042
Exhibit E 8/23/05

ACCEPTED BY:

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: '
By: JSCO TOWER, LLC,
a California limited liability company
(Its Co-General Partner)
By: THE JOHN STEWART COMPANY,
a California corporation
(Its Member/Manager_
Its:
"PARTICIPANT"
748904vl2 05137/0042
Exhibit E 8/23/05
PageS

EXHIBIT F

FORM OF AGENCY NOTE
August 31,2005
$750,000 Vallejo, California
FOR VALUE RECEIVED, MARINA TOWER ASSOCIATES, a California limited partnership (the "Maker"), having an address of c/o BRIDGE Housing Corporation, 345 Spear Street, Suite 700, San Francisco, CA 94105, promises to pay the REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO, or order ("Holder"), the initial principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), with simple interest at the rate of THREE percent (3%) per annum.

1. This Note is made pursuant to Section 301 of that certain Participation Agreement (the "PA") between Maker and Holder dated for reference purposes as of August 1, 2005. This is a promissory note for the repayment to Holder of funds advanced on behalf of Maker (the "Agency Loan") for acquisition and other costs related to the purchase and rehabilitation of that real property described in the PA as the "Site". Pursuant to the PA, Maker shall acquire the Site and rehabilitate the existing multi-family apartment project located on the Site, consisting of 155 residential apartment units (the "Units") which shall be rented to Eligible Households (the "Project"), all as described in the PA. All capitalized terms not defined in this Note shall have the meaning set forth in the PA.

2. Payment of this Note is secured by a deed of trust, assignment of rents, security agreement and fixture filing (the "Agency Deed of Trust") from Maker to Holder upon the Site.

3. Payments of interest and principal shall be made to the Holder from "Net Surplus Cash" which is hereinafter defined, as follows:

A. This Note is one of two (2) promissory notes to be executed and delivered by Maker for the Project, which notes require repayment from Net Surplus Cash from the Project, including:
(1) this Note; and
Exhibit F 8/23/05

748904vl2 05137/0042

(2) a promissory note executed by Maker in favor of the City of Vallejo (the "City")/ dated August 31, 2005, in the initial principal amount not to exceed $500,000 (the "City HOME Note"), entered into pursuant to a City of Vallejo Home Investment Partnerships ("HOME") Program Loan Agreement between Maker and the City, dated for reference purposes as of August 1,2005.

It is the intent of Holder and City that the Net Surplus Cash (as defined below) from the Project shall be divided on a pro-rata basis and paid to Holder and City to repay amounts owing by Maker under this Note and the City HOME Note, respectively.

B. Unless otherwise approved by Holder, so long as any amounts are due and owing under this Note, the entire amount of Net Surplus Cash from the Project shall be disbursed by Maker and credited as follows:
(1) SIXTY PERCENT (60%) of the Net Surplus Cash from the Project shall be paid to Holder as repayment of amounts due and owing hereunder; and •
(2) The entire remaining FORTY PERCENT (40%) of the Net Surplus Cash from the Project shall be paid to the City as repayment of amounts due and owing under the City HOME Note.
(3) Following repayment in full of the entire principal and all accrued interest owing under the City HOME Note, the entire amount of Net Surplus Cash from the Project shall thereafter be paid to Holder as repayment of amounts due and owing hereunder.
(4) Following repayment in full of the entire principal and all accrued interest owing under this Note, the entire amount of Net Surplus Cash from the Project shall thereafter be paid to the City as repayment of amounts due and owing under the City HOME Note.

Any unpaid principal amount owing from year to year shall continue to accrue interest. All payments made hereunder shall be credited first to any accrued but unpaid interest, then to current interest due and owing and lastly to principal. Interest not paid current shall accrue and shall not be compounded.

Notwithstanding the foregoing, the entire outstanding balance of principal and interest owing under this Note shall be due and payable in full fifty-five (55) years from the date hereof.
748904vl2 05137/0042
Exhibit F 8/23/05

Notwithstanding the foregoing or anything in this Note to the contrary, in the event Maker fails, for any reason, to acquire the Site and commence rehabilitation of the Project pursuant to the PA by December 1,2005, then the entire outstanding balance of principal and all accrued interest owing under this Note may, at the option of the Holder, become immediately due and payable. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of Holder's option. Holder's failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. Holder's failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

Maker may, if it has sufficient Surplus Cash available, prepay all or any part of this Note, without penalty, at any time during the term of this Note. Any unauthorized prepayments shall be the responsibility of the Maker to return to the Project.

4. "Net Surplus Cash" for purposes of this Note shall mean an amount equal to Fifty Percent (50%) of the Surplus Cash from the Project. "Surplus Cash" for purposes of this Note shall mean the sum of money computed as follows:
(a) All rents, revenues, consideration or income (of any form) derived by Maker in connection with or relating to the ownership or operation of the Project, including any revenue derived from any refinancing of the Project (excluding any proceeds from this Agency Loan or the City HOME .Loan or alternative Participant Financing anticipated to be obtained by Maker for the acquisition and rehabilitation of the Project), less all of the following: (i) all customary and reasonable costs and expenses in connection with the operation and maintenance of the Project; (ii) any parking fee or other costs required to be paid by Maker to provide parking for the tenants of the Project; (iii) a property management fee (previously approved in writing by Holder); (iv) any deferred Developer Fee (where such deferred Developer Fee was previously approved in writing by Holder); (v) a management fee ("Partnership Management Fee") not to exceed the lesser of $25,000 (which amount shall be adjusted annually by the lesser of the change 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 (the "CPI"), or three and one-half percent (3.5%), beginning on the first anniversary date of this Note and continuing for each year thereafter), provided that such management fee is paid to the general partner for performing its general partnership duties, including but not limited to the following:
reviewing the monthly operating budget; overseeing the performance of the property manager; meetings, coordination and conflict resolution with the Exhibit F 8/23/05

748904vl2 05137/0042

adjacent property owner; review and approval of the annual operating budget; prepare, review and approval of annual partnership reports; review and approval of tax returns; coordination with the investor limited partner; and resolution of miscellaneous issues normally associated with the ownership and operation of multi-family housing; (vi) principal and interest paid by Maker on account of any mortgage financing, loan(s) or other obligations approved by Holder or evidenced by this Note; (vii) amounts (previously approved by Holder) expended to restore the Project after a casualty loss or condemnation; (viii) reasonable and customary cost for accounting and auditing the books and records of the Project; (ix) taxes; any amounts (previously approved by Holder) reserved by Maker as an operating contingency reserve account and a replacement reserve account (and deposited in an account approved by Holder) for the Project which reserves shall not exceed THREE HUNDRED AND FIFTY DOLLARS ($350.00) per unit, per year; and (x) any other reserves required by an approved lender or investor and approved by Agency.
(b) Notwithstanding the foregoing, the following items are not expenses or deductible in computing Surplus Cash:
(i) Payment of any fees or expenses or of any portion of the Surplus Cash to Maker or any affiliate of Maker, other than the Partnership Management Fee (as described in subsection (a), above); (ii) Income taxes imposed upon Maker's income;
(iii) Payment of interest on any indebtedness of Maker to any affiliate of Maker (individual or entity), except with respect to any loans from Union Bank of California, N.A. or related to the bond financing approved by Holder prior to execution and delivery of this Note, or to any other third- party lender or partner not otherwise approved by Holder; and (iv) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash.
(c) This Note is one of two promissory notes executed and delivered by Maker to be paid from Surplus Cash from the Project. Although the language of paragraph 4(a) appears in each note, Maker may deduct the items identified in paragraph 4(a) only once to determine the Surplus Cash from the Project.

5. Maker shall deliver annual balance sheets showing all revenues and expenses of the Project. An audited financial statement shall be delivered within ninety (90) days of the end of each calendar year along with payment of the Surplus Cash. Holder shall have the right to inspect and audit Maker's books and records 748904vl2 05137/0042
Exhibit F 8/23/05

concerning the calculation of Surplus Cash within thirty (30) days from receipt of Maker's statement. Failure to timely object shall be deemed acceptance. If Holder does object, Holder shall specify the reasons for disapproval. Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Surplus Cash, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. The cost of the auditor shall be shared equally by Maker and Holder.

6. Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the Project for the following year by no later than November 1 of each year until this Note is paid in full. The proposed budget shall include a line item showing the projected Surplus Cash from the Project for the year. Holder will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this paragraph is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Surplus Cash from the Project. In the event an annual operating budget is not approved prior to the start of any year, the operating budget for the prior year shall remain in effect (with a 3.5% increase over the prior year's budget) until such time as a new operating budget is approved pursuant to this Section 6. Once approved, any changes to the budget which exceed ten percent (10%) of the total budget shall require Holder's prior writ ten consent, which consent shall not be unreasonably withheld.

7. Payment shall be made in lawful money of the United States to Holder c/o The City of Vallejo, 555 Santa Clara Street, Vallejo, California 94590. The place of payment may be changed from time to time as the Holder may from time to time designate in writing.

8. Maker hereby covenants and agrees that it shall maintain, or cause to be maintained, the Site in a manner consistent with the provisions set forth therefor in the Vallejo Municipal Code, and shall keep the entire Site reasonably free from any accumulation of debris or waste materials prior to and after construction. Maker shall operate the Project and comply with the terms of the Affordable Housing Agreement, including without limitation the requirements to provide annual reports and income certifications, as provided for under the Affordable Housing Covenant.

If, at any time, Maker fails to maintain the Site in accordance with Section 402 of the PA, and has either failed to commence to cure such condition or to diligently prosecute to completion the cure or the condition is not corrected after expiration of thirty (30) days from the date of written notice specifying the condition to be cured from Holder to Maker, Holder may perform the necessary corrective maintenance, and Maker shall pay such costs as are reasonably incurred for such maintenance. The Holder shall have the right to place a lien on the property should Maker not reimburse Exhibit F 8/23/05

748904vl2 05137/0042

Holder for such costs within ninety (90) days following Holder's written demand to Maker for reimbursement of such costs. Maker, on behalf of itself its heirs, successors and assigns, hereby grants to Holder and its officers, employees and agents, an irrevocable license to enter upon the Site to perform such maintenance during normal business hours after receipt of written notice from Holder as hereinabove described and Maker's failure to cure or remedy such failure within thirty (30) days of such notice.

Any such entry shall be made only after reasonable notice to Maker, and Holder shall indemnify and hold Maker harmless from any claims or liabilities pertaining to any such entry by Holder.

Failure by Maker to maintain the Site in the condition provided in this Section 8 may, in Holder's reasonable discretion, constitute a default under this Note and the related Deed of Trust.

9. The occurrence of any of the following shall constitute an event of default under this Note: (i) Maker fails to pay any amount due hereunder within twenty (20) days of its due date; or (ii) Any default by Maker under this Note, the Deed of Trust or the PA after the expiration of applicable notice and cure periods; provided, however, that nothing herein or in the Deed of Trust, the Affordable Housing Covenant or the PA shall be deemed to provide Maker with more than one notice and cure period for each event of default; (iii) Any default by Maker under any other document affecting the Project or Site, including without limitation any document executed by Maker in connection with the Agency Loan, after the expiration of any applicable notice or cure periods provided therein; (iv) The sale, transfer or other conveyance of all or any part of the Site or Project, or any interest in it, without Holder's prior written consent, which shall not be unreasonably withheld; provided however that transfers to an Approved Transferee, under Section 104 of the PA, shall not require prior written consent, provided such Approved Transferee agrees to assume all of Maker's obligations hereunder; (v) The refinance of any senior loan without Holder's prior written consent, which consent shall not be unreasonably withheld; (vi)The sale, transfer or other conveyance of Maker's interests or obligations hereunder or any interest in Maker, except that (a) Maker may transfer limited partnership interests in Maker to a tax credit investor provided that the Holder shall approve, such approval not to be unreasonably withheld, any transfers of limited partnership interests prior to full funding of the investor's equity contribution, (b) Maker's limited partner may transfer its partnership interest in Maker to an affiliate without Holder's consent following funding of the initial equity contribution, and (c) Maker's limited partner may remove and replace the general partner of Maker following a default by such general partner pursuant to Maker's partnership agreement, provided that Holder shall approve, such approval not to be unreasonably withheld, any such replacement general partner; (vii) a Unit is leased to anyone other than an Eligible Household (as defined in the Affordable Housing Covenant recorded against the Project), and Maker has failed to cure such 748904vl2 05137/0)42
Exhibit F 8/23/05

default within 30 days after receipt of notice of such default from Holder; (viii) The Project fails to be operated in accordance with Maker's leasing guidelines approved by Holder, which leasing guidelines are attached to the PA as Exhibit J thereto, and Maker has failed to cure such default within 30 days after receipt of notice of such default from Holder; or (ix) The filing or initiation of bankruptcy or insolvency proceedings by or against Maker, whether voluntary or involuntary, that is not dismissed within sixty (60) days of initiation or if Maker makes a general assignment for the benefit of creditors or states its inability to pay its debts as they mature.

Upon the occurrence of any event of default, or at any time thereafter, at the option of the Holder hereof and without notice, the entire unpaid principal and intefest owing on this Note shall become immediately due and payable. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of Holder's option. Holder's failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. Holder's failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

10. At all times when Maker is in default hereunder (as set forth in Section 10 hereof) by reason of Maker's failure to pay principal due under this Note or any amounts due under any loan documents securing this Note, the interest rate on the sums as to which Maker is in default (including principal, if Holder has elected to declare it immediately due and payable), shall be the lower of the highest rate then allowed by law or two percent (2%) over the prime interest rate announced by Wells Fargo Bank, N.A., as of the date of the default.

11. Maker and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without any way affecting or discharging this liability.

12. The Maker and maker's partners, officers, directors,, employees and agents shall not have any direct or indirect personal liability for payment of the principal of or interest on the Note. The sole recourse or the Holder with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note. However nothing contained in the foregoing limitation of liability shall (i) limit or impair the enforcement against all such security for the Note of Exhibit F 8/23/05

748904vl2 05137/0042

all the rights and remedies of the Holder, or (ii) be deemed in any way to impair the right of the Holder to. assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

13. Maker agrees to pay immediately upon demand all costs and expenses of Holder including reasonable attorneys' fees, (i) if after default this Note be placed in the hands of an attorney or attorneys for collection, (ii) if after a default hereunder or under the Deed of Trust, the PA or under any loan document referred to herein Holder finds it necessary or desirable to secure the services or advice of one or more attorneys with regard to collection of this Note against Maker, any guarantor or any other party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the PA or other loan document, or (iii) if Holder seeks to have the Site abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted by any bankruptcy or other court.

14. If Holder shall be made a party to or shall reasonably intervene in any action or proceeding, whether in court or before any governmental agency, affecting the property or the title thereto or the interest of the Holder under the Deed of Trust, including, without limitation, any form of condemnation or eminent domain proceeding, Holder shall be reimbursed by maker immediately upon demand for all costs, charges and attorneys' fees incurred by Holder in any such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon the Site.

15. Payment of this Note is secured solely by the Deed of Trust recorded against the Site and all improvements thereon, without recourse of any kind against Maker or its constituent entities or limited partners.

16. Any notices provided for in this Note shall be given by personal delivery or dispatched by certified mail, return receipt requested, or by facsimile transmission or reputable overnight delivery service, in accordance with Section 603 of the PA.

17. This Note shall be binding upon Maker, its successors and assigns.

18. This Note shall be construed in accordance with and be governed by the laws of the State of California.
748904vl2 05137/0042
Exhibit F 8/23/05

19. If any provision of this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

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)
Its:

By: JSCO TOWER, LLC,
a California limited liability company
(Its Co-General Partner)
By: THE JOHN STEWART COMPANY,
a California corporation
(Its Member/Manager)
By:.

Its:
748904vl2 05137/0042
Exhibit F 8/23/05

EXHIBIT G

FORM OF AGENCY DEED OF TRUST

CHICAGO TITLE COMPANY (OR OTHER TITLE COMPANY APPROVED BY

AGENCY) STANDARD FORM OF DEED OF TRUST TO BE USED WITH THE FOLLOWING "ADDENDUM TO DEED OF TRUST" ATTACHE D THERETO.

ADDENDUM TO AGENCY DEED OF TRUST
This Addendum to Deed of Trust is part of the Short Form Deed of Trust and Assignment of Rents, dated as of August 31, 2005, to which it is attached between MARINA TOWER ASSOCIATES, a California Limited Partnership, as Trustor, and the REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO, as Beneficiary.

This Deed of Trust is made pursuant to that certain Participation Agreement ("PA") between Trustor (as the Agency) and Beneficiary (as the Participant), dated for reference purposes as of August 1, 2005. The Deed of Trust, including this Addendum to Deed of Trust, secures repayment of that certain Promissory Note of even date herewith, executed by Trustor, in favor of Beneficiary, in the principal amount not to exceed SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000).

The following provisions are made a part of the Deed of Trust:

1. No Discrimination. The Trustor covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual preference, age, marital status, physical handicap, medical condition, national origin or .ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property.
748904vl2 05137/0042
Exhibit G 8/23/05
Pagel

2. Nondiscrimination Clauses. All deeds, leases or contracts made relative to the Property, the improvements thereon or any part thereof, shall contain or be subject to the nondiscrimination clauses set forth in California Health and Safety Code Section 33436.

3. Subordination. Beneficiary agrees that the terms and conditions of the Note and this Deed of Trust shall be subject to and subordinate to the terms and conditions of financing obtained by Trustor through a lender acceptable to Beneficiary for the acquisition and rehabilitation of the Affordable Units (as defined in the promissory note secured by this Deed of Trust, and the PA) pursuant to the terms of a subordination agreement executed by Beneficiary and such lender; provided the total aggregate amount of financing secured by Trustor, whether secured through Participant's Financing or other sources, for the acquisition and rehabilitation of the Project, together with the Agency Loan (as defined in the PA) shall not exceed the appraised vale of the Project, unless otherwise approved by the Agency; and provided, further, that if such alternative financing is not provided pursuant to an adopted federal or state program, such lender shall agree to include in its deed of trust and/or subordination agreement the following conditions or such other conditions as may be acceptable to Beneficiary in its sole and absolute discretion: (i) Beneficiary shall receive any notices of default issued by such lender to Trustor; (ii) Beneficiary shall have the right to cure any default by Trustor within forty-five (45) days after a notice of default; (iii) Beneficiary shall have the right to foreclose under its Deed of Trust without the lender accelerating its debt, provided Beneficiary has cured or is attempting to cure any defaults under such lender's deed of trust; and (iv) Beneficiary shall have the right to transfer the Project to a nonprofit corporation who shall own and operate the Project as an affordable rental housing project with the consent of such lender, which consent shall not be unreasonably withheld.

4. Default. Notwithstanding any other provisions in this Deed of Trust, the occurrence of any of the following shall constitute an event of default under the Note and this Deed of Trust, and a default may be declared under this Deed of Trust solely upon the occurrence of any of the following: (i) Any default by Trustor under the Note/ after expiration of all applicable notice and cure periods; or (ii) Any other default by Trustor under the terms of the Affordable Housing Covenant provisions after expiration of applicable notice and cure periods; provided, however, that nothing herein or in the Note or the Affordable Housing Covenant shall be deemed to provide Maker with more than one notice and cure period for each event of default.

5. Hazardous Substances.
(a) As used in this Sections, the following terms shall have the following meanings:

Exhibit G 8/23/05

748904vl2 05137/0042

(i) "Environmental Laws" means all statutes, ordinances, orders, rules, regulations, plans, policies or decrees and the like now or hereafter in effect relating to (A) Hazardous Substance Activity or Hazardous Substances; (B) the generation, use, storage, transportation or disposal of Hazardous Substances, or solid waste; or (C) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health, safety or welfare, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) ("CERCLA"); the Hazardous Material Transportation Act (49 U.S.C. Section 180 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); the Clean Air Act (42 U.S.C. Section 740 et seq.); the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.); the Occupational Safety and health Act (29 U.S.C. Section 651 et seq.); the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.); the Porter-Cologne Water Quality Control Act (California Water Code Section 13020 et seq.); the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health & Safety Code Section 25249.5 et seq.); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.); the Hazardous Waste Control Act (California Health & Safety Code Section 25100 et seq.); The California Environmental Quality Act (California Public Resources Code Section 2100 et seq.); and the rules, regulations and ordinances of the City of Vallejo or any applicable federal, state and local agencies or bureaus, as amended from time to time.
(ii) "Foreclosure Transfer" means the transfer of title to all or any part of the Property or the Trust Estate at a foreclosure sale under the Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Deed of Trust, or by deed in lieu of such foreclosure.
(iii). "Hazardous Substances" means (A) any chemical,
compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a "hazardous substance," "hazardous material," "hazardous waste," "extremely hazardous waste," "acutely hazardous waste," "radioactive waste," "infectious waste," "biohazardous waste," "toxic substance," "pollutant," "toxic pollutant," "contaminant" as well as any other formulation not mentioned herein intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxitity, reproductive toxicity, "EP toxicity" or "TCLP toxicity"; (B) petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters and other wastes associated with the exploration, development or 748904vl2 05137/0042
Exhibit G 8/23/05
PageS

production of crude oil/ natural gas, or geothermal resources; (C) "hazardous substance" as defined in Section 2782.6(d) of the California Civil Code; (D) "waste" as defined in Section 13050(d) of the California Water Code; (E) asbestos in any form; (F) urea formaldehyde foam insulation; (G) polychlorinated biphenyls (PCBs); (H) radon; and (I) any other chemical, material, or substance that, because of its quantity, concentration, or physical or chemical characteristics, exposure to which is limited or regulated for health and safety reasons by any governmental authority, or which poses a significant present or potential hazard to human health and safety or to the environment if released into the workplace or the environment. Notwithstanding the foregoing, "Hazardous Substances" shall not include those products that are manufactured for and intended for normal household use, so long as such products are used for their intended purpose and in accordance with the manufacturer's instructions. (iv) "Hazardous Substance Activity" means any actual,
proposed, or threatened use, storage, holding, existence, location, release (including, without limitation, any spilling, leaking, leaching, pumping, pouring, emitting, emptying, dumping, disposing into the environment, and the continuing migration into or through soil, surface water, groundwater or any body of water or the air), discharge, deposit, placement, generation, processing, construction, treatment, abatement, removal, disposal, disposition, handling, or transportation of any Hazardous Substance from, under, in, into, or on the Property, including without limitation, the movement or migration of any Hazardous Substances from surrounding property, surface water, groundwater or any body of water, or the air under, in, into or onto the Property and any residual Hazardous Substances contamination in, on, or under the Property. (v) "Losses" means all charges, losses, liabilities, damages (whether actual, consequential, punitive, or otherwise denominated), costs, fees, demands, claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, causes of action, assessments, fines, penalties, costs, and expenses of any kind or character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote, including, without limitation, the following: (A) the reasonable fees and expenses of outside legal counsel; (B) the reasonable fees and expenses of accountants, third-party consultants, and other independent contractors retained by an Beneficiary; (C) costs, including capital, operating and maintenance costs, incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any non-governmental entity or person that is required by Environmental Laws or administrative ruling or directive because of the presence, suspected presence, release or suspected release of Hazardous Substances in violation of Environmental Laws in the air, soil, surface water or groundwater at the Property; (D) any and all diminution in value of the Property, loss of use or damage to 748904vl2 05137/0042
Exhibit G 8/23/05

the Property, or loss of profits or loss of business opportunity; and (E) reasonable costs and expenses of enforcing this Section 5.
(vi) "Environmental Losses" means Losses rising out of or as a result of: (A) the occurrence of any Hazardous Substance Activity; (B) any violation of any applicable Environmental laws relating to the Property or to the ownership, use, occupancy or operation thereof; (C) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Substance Activity; or (D) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which directly or indirectly relates to, arises from or is based on any of the matters described in clauses (A), (B), or (C), or any allegation of any such matters. (b) Trustor represents and warrants to Beneficiary that Trustor has conducted as appropriate inquiry and investigation, and to the best of Trustor's actual knowledge, based ori such inquiry and investigation, no portion of the Property is being used or has ever been used at any previous time, for the disposal, storage, treatment, processing or other handling of Hazardous Substances, nor have any Hazardous Substances migrated onto or from the Property, except as identified in that certain Lead Survey and Evaluation prepared by ProTech Consulting and Engineering, dated June 8, 2005 (Report #523-MA05) and that certain Asbestos Survey and Evaluation prepared by ProTech Consulting and Engineering, dated June 7, 2005 (Report #523-AA05). Neither the Property nor Trustor is in violation of or subject to any existing, pending or threatened investigation by any governmental authority under any Environmental Law.

Trustor's prior and intended use of the Property will not result in the disposal or release of any Hazardous Substances on, under, about or to the Property or the migration of any Hazardous Substances from the Property. The foregoing representations and warranties shall be continuing and shall be true and correct for the period from the date hereof to the release of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations and warranties shall survive such release.
(c) Trustor represents and warrants to Beneficiary that Trustor has complied with all recommendations by any engineers retained by Trustor and all requirements of any applicable department of environmental resources, environmental protection agency or similar governmental agency, and there are no recommendations by said engineers or requirements ordered by said agency or any other governmental body for environmental investigation or cleanup with respect to the Property. (d) On and after the date hereof, Trustor shall not (a) allow any Hazardous Substances to be installed, used, introduced, stored, treated, disposed of, generated, manufactured, discharged, dumped, transported or brought in, upon or over Exhibit G 8/23/05

748904vl2 05137/0042

the Property in violation of applicable law; (b) allow any soil or ground water contamination or pollution with any Hazardous Substances on the Property in violation of applicable law; (c) allow any Hazardous Substances to migrate from the Property in violation of applicable law; or (d) allow or cause the Property to be in violation of, or to trigger a duly initiated and prosecuted investigation of the Property by any governmental authority under applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules or timetables contained in any local, state and/or federal laws, regulations, codes, ordinances, plans, administrative or judicial orders, decrees, judgments, notices or demand letters issued, entered, promulgated or approved thereunder relating to the environment, land use, water and air quality and Hazardous Substances ("Environmental Requirements"). (e) If the presence of any Hazardous Substances on the Property caused or permitted by Trustor results in any contamination of the Property, Trustor shall promptly take all actions, at its sole expense, as are necessary to return the Property to the condition existing prior to the introduction of any such Hazardous Substances to the Property; provided that Beneficiary's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Property.
(f) At any time after the occurrence and during the continuance of any default under this Section 5, Beneficiary shall have, the following rights and remedies, in addition to any other rights and remedies Beneficiary has under this Deed of Trust:
(i) As provided in California Code of Civil Procedure
Section 564, Beneficiary or its employees, acting by themselves or through a court appointed receiver may do any of the following: (i) enter upon, possess, manage, operate, dispose of, and contract to dispose of the Property or any part thereof; (ii) take custody of all accounts; (iii) negotiate with governmental authorities with respect to the Property's environmental compliance and remedial measures; (iv)take any action necessary to enforce compliance with environmental provisions, including spending Rent Payments to abate any environmental problem; (v) make, terminate, enforce or modify leases of part or all of the Property; (vi) contract for goods and services, hire agents, employees, and counsel, make repairs, alterations, and improvements to the Property necessary in Beneficiary's judgment to protect or enhance the security hereof; and/or (vii) take any and all other actions which may be necessary or desirable to comply with.Trustor's obligations hereunder and under the Loan Documents. All sums realized by the receiver or Beneficiary under this subparagraph, less all costs and expenses incurred by either of them under this subparagraph, including attorneys' fees, and less such sums as Beneficiary or the receiver deems appropriate as a reserve to meet future expenses under this subparagraph, shall be applied on any indebtedness secured 748904vl2 05137/0042
Exhibit G 8/23/05

hereby in such order as Beneficiary shall determine. Neither application of said sums to said indebtedness, nor any other action taken by Beneficiary or the receiver under this subparagraph shall cure or waive any default or notice of default hereunder, or nullify the effect of any such notice of default. Beneficiary, or any employee or agent of Beneficiary, or a receiver appointed by a court, may take any action or proceeding hereunder without regard to the adequacy of the security for the indebtedness secured hereunder, the existence of a declaration that the indebtedness secured hereby has been declared immediately due and payable, or the filing of a notice of default. (ii) Without releasing Trustor from any obligation hereunder, to cure any default of Trustor or in connection with any such default, Beneficiary or its agents, acting by themselves or through a court-appointed receiver, may enter upon the Property or any part thereof and perform such acts and things as Beneficiary deems necessary or desirable to inspect, investigate, assess, and protect the security hereof, including of any of Beneficiary's other rights: (i) to obtain a court order to enforce Beneficiary's right to enter and inspect the Property under California Civil Code Section 2929.5 (in respect of which the decision of Beneficiary as to whether there exists a release or threatened release of hazardous substance, as defined therein, onto the Property shall be deemed reasonable and conclusive as between the parties hereto); and (ii) to have a receiver appointed under California Code of Civil Procedure Section 564 to enforce Beneficiary's right to enter and inspect the Property for hazardous substances as •defined therein. Beneficiary shall provide 48 hours written notice of its intent to enter the Property pursuant to this Subsection (ii); provided, however, that such notice shall not be required in an emergency situation. All costs and expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations which Beneficiary or its agents or employees may conduct, including the fees of engineers, laboratories, contractors, consultants, and attorneys, shall be paid by Trustor. All costs and expenses incurred by Trustee and Beneficiary pursuant to this subparagraph (including court costs, consultant fees and attorney fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the interest rate provided for in Section il of the Note, from the date they are incurred until said sums have been paid.
(iii) Beneficiary may seek a judgment that Trustor has breached its covenants, representations and/or warranties with respect to the environmental matters set forth above in this Section 5, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract pursuant to California Code of Civil Procedure Section 736, whether commenced prior to foreclosure of the Property or after foreclosure of the Property, and to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Beneficiary or advanced by Beneficiary (collectively, the 748904vl2 05137/0042
Exhibit G 3/23/05

"Environmental Costs") relating to the cleanup/ remediation or other response action required by applicable law or which Beneficiary believes necessary to protect the Property, it being conclusively presumed between Beneficiary and Trustor that all such Environmental Costs incurred or advanced by Beneficiary relating to the cleanup, remediation, or other response action respecting the Property were made by Beneficiary in good faith. All Environmental Costs incurred by Beneficiary under this subparagraph (including court costs, consultant fees and attorney fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the interest rate provided for in Section 10 of the Note, from the date of expenditure until said sums have been paid. Beneficiary shall be entitled to bid, at any sale of the Property held hereunder, the amount of said costs, expenses and interest in addition to the amount of the other obligations hereby secured as a credit bid, the equivalent of cash.
(iv) As provided in California Code of Civil Procedure
Section 726.5, Beneficiary may waive its lien against the Property or any portion thereof, to the extent such property is found to be environmentally impaired as defined therein, and to exercise any and all rights and remedies of an unsecured creditor against Trustor and all of Trustor's assets and property for the recovery of any deficiency and Environmental Costs, including seeking an attachment order under California Code of Civil Procedure Section 483.010. Beneficiary and Trustor each represents and warrants for itself that it has no actual knowledge of any release of any Hazardous Substance (as defined in Section 726.5) on, to or under the Property. As between Beneficiary and Trustor, for purposes of California Code of Civil Procedure Section 726.5, Trustor shall have the burden of proving that Trustor or any related party (or any affiliate or agent of Trustor or any related party) did not cause or contribute to, and was not in any way negligent in permitting, any release or threatened release of the Hazardous Substance. (g) Trustor hereby agrees to indemnify, defend and hold harmless Beneficiary from and against any and all Environmental Losses. 748904vl2 05137/0042
Exhibit G 8/23/05
PageS

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:

By: JSCO TOWER, LLC,
a California limited liability company
(Its Co-General Partner)
By: THE JOHN STEWART COMPANY,
a California corporation
(Its Member/Manager)
By:

Its:

Exhibit G 8/23/05

748904vl2 05137/0042

EXHIBIT H

RECORDING REQUESTED BY AND
AFTER RECORDATION, MAIL TO:

The Redevelopment Agency of
the City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Attn: Executive Director

AFFORDABLE HOUSING COVENANT
For valuable consideration, the receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO ("Agency"), acting to carry out the obligations under Section 33334.2 of the California Health and Safety Code establishing an affordable housing program for the City of Vallejo, hereby agrees with MARINA TOWER ASSOCIATES, a California Limited Partnership, ("Owner"), with respect to that certain real property (the "Site") legally described on Exhibit A, that the Site and the multi-family residential units to be rehabilitated thereon (the "Project") will be subject to the conditions, restrictions, reservations and rights of Agency specified below:

1. USE OF THE SITE. The Owner hereby covenants and agrees, for itself, its lessees, successors and assigns, as follows:

A. In consideration for the Agency's contribution to the acquisition and construction and rehabilitation of the Site and the development of the Project and in implementation of that certain Participation Agreement between Agency and Owner, dated for reference purposes as of August 1,2005 (the "PA") and that certain stipulated settlement agreement (the "Settlement Agreement") executed by the parties in the action of Muntu Buchongo, ei al, v. City of Vallejo, et al. (Solano Superior Court, Case No.

L006935), the Agency and Owner have executed this Agreement to assure the Property 748904vl2 05137/0042
Exhibit H 8/23/05
Pagei

meets the requirements of California Health and Safety Code Sections 33334.2 and 33413, and remains affordable for the longest feasible period, but not for fewer than fifty-five (55) years.

B. Rent and Income Restrictions. All of the residential units to be located on the Site (the "Affordable Units") shall be rented to low and moderate income households who qualify as senior citizens under California Civil Code Section 51.3, as the same may be amended from time to time, and whose income does not exceed the limits set forth below ("Eligible Households"):

1. Not less than eighty (80) of the Unit shall be available to Eligible Households whose income does not exceed fifty percent (50%) of the area median income. These Affordable Units shall be available at rents that do not exceed 30% of 50% of the Median Income, adjusted by Household Size, less a utility allowance.

2. The remaining not more than seventy-five (75) Units shall be available to Eligible Households whose income does not exceed sixty percent (60%) of the Area Median Income (as defined below).

These Affordable Units shall be available at rents that do not exceed 30% of 60% of the Median Income, adjusted by Household Size, less a utility allowance.

3. Notwithstanding the foregoing, Participant may, in its sole reasonable judgment, elect to have a property manager residing on the Site, in which event one (1) of the Units may be used as a resident manager's unit, and such Unit shall not be subject to the above affordability restrictions so long as such Unit is made available to and occupied by an on-site manager for the Project.

Notwithstanding the foregoing, the parties acknowledge that as of the date of recordation of this Covenant, four (4) of the Units are currently occupied by existing tenants whose income exceeds the qualifying limits specified above, and twenty-two (22) of the Units are occupied by existing tenants who do not qualify as senior citizens.

The parties agree that said existing tenants who do not meet the qualifications for Eligible Households set forth above (each a "Prior Tenant") shall not be required to relocate from the Project so long as the Prior Tenant continues to occupy its current Unit. In such event, any Unit occupied by a Prior Tenant shall not be subject to the above affordability restrictions so long as the Prior Tenant continues to occupy such Unit, Following vacation of any such Unit by a Prior Tenant, such Unit shall thereafter be subject to the above affordability restrictions.
748904vl2 05137/0042
Exhibit H 8/23/05

The maximum rent for the Eligible Households for each of the income levels set forth above must comply with Health and Safety Code Section 50053 and the regulations promulgated by the California Department of Housing and Community Development Sections 6910-6932 in Title 25 of the California Code of Regulations.

In calculating the allowable Rent for each of the Units/ the following Household Sizes shall be utilized:

Number of
Bedrooms
One
Household
Size
2 During any period that any federal Low-Income Housing Tax Credit regulatory agreement is in force, the Participant shall use the assumed household sizes per Unit that are required by the federal Low-Income Housing Tax Credit program.

For purposes of this Covenant:
"Median Income" shall mean the median income for households in Solano County, California, as published from time to time by the United States Department of Housing and Urban Development ("HUD") in a manner consistent with the determination of median gross income under Section 8 of the United States Housing Act of 1937, as amended, and as defined in Title 25, California Code of Regulations, Section 6932. In the event that such income determinations are no longer published by HUD, or are not updated for a period of at least 18 months, the Agency shall provide the Owner with other income determinations that are reasonably similar with respect to methods of calculation to those previously published by HUD.

C. Reporting Requirements. Annual reports and annual income recertifications must be submitted to the Agency. The reports, at a minimum, shall include:
(1) The number of persons per unit
(2) Tenant name
(3) Initial occupancy date
(4) Rent paid per month
(5) Gross income per year
(6) Percent of rent paid in relation to income.
748904vl2 05137/0042
Exhibit H 8/23/05

Such information shall be reported to the Agency pursuant to Health and Safety Code Section 33418, in substantially the form attached hereto as Exhibit B, or in a substantially equivalent format acceptable to the Agency.

Annual income recertifications shall also contain those documents used to certify eligibility. Agency may, from time to time during the term of this Covenant, request additional or different information and Owner shall promptly supply such information in the reports required hereunder. Owner shall maintain all necessary books and records, including property, personal and financial records, in accordance with requirements prescribed by Agency with respect to all matters covered by this Covenant. Owner, at such time and in such forms as Agency may require, shall furnish to Agency statements, records, reports, data and information pertaining to matters covered by this Covenant. Upon request for examination by Agency, Owner, at any time during normal business hours, shall make available all of its records with respect to all matters covered by this Covenant. Owner shall permit Agency to audit, examine and make excerpts or transcripts from these records.

D. The Agency and Owner acknowledge that there is an ongoing need in the Vallejo community for housing at the affordable rent levels specified in subsection I.E., above. Prior to the expiration of the affordability period set forth in this Covenant, the Owner shall make good faith efforts to obtain funding or otherwise provide a way to continue to operate the Units on the Site as affordable Units, at the specified rent levels, for an additional fifteen (15) years from the expiration of this Covenant. Good faith efforts shall include, but are not limited to, applying for financial assistance, available housing subsidies, or refinancing, as needed. The Owner shall work with the Agency to identify potential funding sources for the aforementioned financial assistance

2. MAINTENANCE. The Owner and all successors in interest, agree that they shall maintain, Or cause to be maintained, the Site in a manner consistent with the provisions set forth therefor in Section 402 of the PA and the Vallejo Municipal Code, and shall keep the entire Site reasonably free from any accumulation of debris or waste materials prior to and after construction.

If, at any time, Owner fails to maintain the Site in accordance with the PA, and has either failed to commence to cure such condition or to diligently prosecute to completion the cure of such condition or the condition is not corrected after expiration of sixty (60) days from the date of written notice from Agency to Owner specifying the condition which needs to be corrected, Agency may perform the necessary corrective maintenance, and Owner shall pay such costs as are reasonably incurred for such maintenance. The Agency shall have the right to place a lien (such lien to be subject to the lien rights of superior lenders) on the Site should Owner not reimburse Agency for Exhibit H 8/23/05

748904vl2 05137/0042

such costs within ninety (90) days following Agency's written demand to Owner for reimbursement of such costs. Owner, on behalf of itself its heirs, successors and assigns, hereby grants to Agency and its officers, employees and agents, an irrevocable license to enter upon the Site to perform such maintenance during normal business hours after receipt of written notice from Agency as hereinabove described and Owner's failure to cure or remedy such failure within sixty (60) days of such notice.

Any such entry shall be made only after reasonable notice to Owner, and Agency shall indemnify and hold Owner harmless from any claims or liabilities pertaining to any such entry by Agency.

Failure by Owner to maintain the Site in the condition provided in this Section 2 may, in Agency's reasonable discretion, constitute a default under this Covenant.
. 3. NO TRANSFER. Except with respect to Approved Transferees (as defined in the PA), and until such time as the Agency Note has been fully repaid, the Owner shall not sell, transfer, convey, encumber, assign or lease the whole or any part of the Site without the prior approval of the Agency, which shall not be unreasonably withheld. Owner shall request approval by written notice at least ninety (90) days prior to any proposed transfer. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the rehabilitation or development of the Site or to prohibit or restrict the rental or leasing of units when the rehabilitation of the Project is completed.

4. MANAGEMENT. During the term of this Covenant, Owner shall promptly notify the Agency in the event there is any change in the property management company managing the Project. The property management agreement shall name the Agency as a third-party beneficiary permitting the Agency the right to enforce the Agreement. Owner shall submit a copy of such agreement to the Agency, provided the Agency shall not have the right to approve or disapprove such agreement except to ensure compliance of such agreement with the provisions of this paragraph 4.

Owner shall qualify Eligible Households and operate the Project in strict compliance with the leasing guidelines approved by Agency, a copy of which are attached as Exhibit J to the Participation Agreement, as may be amended from time to time with Agency's approval.

5. NO DISCRIMINATION. The Owner covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, disability, medical condition, source of income, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the 748904vl2 05137/0042
Exhibit H 8/23/05

Site, nor shall the Owner itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Site.

6. NONDISCRIMINATION AND NONSEGREGATION CLAUSES. All
deeds, leases or contracts made relative to the Site, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination and nonsegregation clauses:

A. In deeds: The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, disability, medical condition, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.

B. In leases: The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, disability, medical condition, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased.

C. In contracts: There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, disability, medical condition, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with 748904vl2 05137/0042
Exhibit H 8/23/05

reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land.

7. NO IMPAIRMENT OF LIEN. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Covenant shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor of Owner to the Site shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.

8. DURATION. The covenants contained in paragraph 1 of this Covenant shall be deemed to run with the land in accordance with Section 33334.3(f) of the Health and Safety Code or any successor statute and shall remain in effect for not less than fifty-five (55) years following recordation of this Covenant, or until repayment of all amounts owed to Agency under the Agency Note provided for under Section 301 of the PA, whichever is longer. The covenants against discrimination contained in paragraphs 5 and 6 of this Covenant shall be deemed to run with the land in accordance with Section 33438 of the Health and Safety Code or any successor statute and shall remain in effect in perpetuity.

9. SUCCESSORS AND ASSIGNS. The covenants contained in this Covenant shall be binding for the benefit of the Agency and its respective successors and assigns, third party beneficiaries, and any successor in interest to the Site or any part thereof, and such covenants shall run in favor of the Agency and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. The Agency, and such aforementioned parties, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Covenant shall be for the benefit of and shall be enforceable only by the Agency, and its respective successors and assigns, third party beneficiaries, and such aforementioned parties.

10. SUBORDINATION. Upon written request by Owner, Agency shall agree mat the terms and conditions of this Covenant shall be subject to and subordinate to the terms and conditions of financing obtained by Owner, through a lender acceptable to the Agency (the "Lender") and upon terms and conditions reasonably approved by the Agency, for construction or permanent financing, to be secured by a mortgage against the Site; provided that any Lender for construction or permanent financing that is not obtained through an approved federal or state program shall agree to include in its 748904vl2 05137/0042
Exhibit H 8/23/05

subordination agreement and/or deed of trust the following conditions, or such other conditions as may be acceptable to Agency in its sole and absolute discretion: (i) Agency shall receive any notices of default issued by Lender to Owner; (ii) Agency shall have the right to cure any default by Owner within forty-five (45) days after a notice of default; (iii) Agency shall have the right to foreclose its Deed of Trust without Lender accelerating its debt, provided Agency has cured or is attempting to cure any defaults under the deed of trust; and (iv) subsequent to any such foreclosure by Agency, Agency shall have the right to transfer the Project to another nonprofit corporation, or to a limited partnership whose general partner is a nonprofit corporation, who shall own and operate the Project as an affordable rental housing project with the consent of Lender, which consent shall not be unreasonably withheld.

11. COUNTERPARTS. This Covenant may be executed in counterparts, each of which, when taken together, shall constitute an original.

IN WITNESS WHEREOF, the Agency and Owner have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of , 200 .

AGENCY:

REDEVELOPMENT AGENCY OF THE CITY

OFVALLEJO
By:

Name:

Executive Director
Approved as to form:

Agency Counsel
Exhibit H 8/23/05

748904vl2 05137/0042

OWNER:

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:.

By: JSCO TOWER, LLC,
a California limited liability company
(Its Co-General Partner)
By: THE JOHN STEWART COMPANY,
a California corporation
(Its Member/Manager)
By:.

Its:
748904vl2 05137/0042
Exhibit H 8/23/05

STATE OF CALIFORNIA )

COUNTY OF )
On . , before me, the undersigned notary public, personally appeared [ ] personally known to me; or
[ ] 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/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.

Signature.

Type of Document:
* * * *

STATE OF CALIFORNIA )

COUNTY OF )
On , before me, the undersigned notary public, personally appeared [ ] personally known to me; or
[ ] 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/she/they executed the same in his/her/their authorized capadty(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.

Signature
Type of Document:
748904vl2 05137/0042
Exhibit H 8/23/05

EXHIBIT A

LEGAL DESCRIPTION OF THE SITE
[To Be Inserted.]
Exhibit A to 8/23/05
Exhibit H
748904vl2 05137/0042

EXHIBIT B
Tenant Income Certification
Project: Date:

Affordable Unit 60% of Median Income 1BR
50% of Median Income
Address/Unit Number: Rent:

Tenant/Household Name: Date of Lease:

Size of Household: Expiration:

Total Household Income: per year
Percent of Rent Paid in Relation to Household Income: % The following list includes each member of the household and their income. Attached are federal or state income tax returns for the most recent tax year, current stubs from paychecks or other evidence of the income of each income producing member of the household.

Name of Source of Income/
Household Social Security Annual Name of Employer
Member Relationship Age Number Income
I/We the undersigned have read and answered fully, frankly and personally each of the above questions under penalty of perjury and do hereby swear they are true.

Head of Household Date Owner/Owner's Agent Date
Exhibit B to 8/23/05
Exhibit H
748904vl2 05137/0042

CERTIFICATION OF CONTINUING COMPLIANCE
Project: Date:

Total Affordable Housing Units in Project:

Low-Income Units (not to
exceed 60% of Median Income)
Very Low-Income Units (not to
exceed 50% of Median Income)
The Owner, in accordance with the Affordable Housing Covenant with the Redevelopment Agency of the City of Vallejo, dated does hereby certify that during the preceding year, the units identified on the following pages were occupied in accordance with the Affordable Housing Covenant and does hereby further certify that the representations set forth herein are true and correct to the best of the undersigned's knowledge.

Signed: \ Date:_
Owner/Owner's Agent
[See Attached.]
Exhibit B to 8/23/05
Exhibit H
748904vl2 05137/0042

ANNUAL COMPLIANCE REPORT
Project: Date:

Low-Income Units (Not to Exceed 60% of Median Income)
Annual
Unit NoVAddress/ Household Number in . Monthly Rent
Initial Occupancy Type Tenant Name Income Household
Date
(Attach additional sheets as required.)
Signed: : Date:

Owner/Owner's Agent
Exhibit B to 8/23/05
Exhibit H
748904vl2 05137/0042

ANNUAL COMPLIANCE REPORT
Project: ' ; Date: l
Very-Low-Income Units (Not to Exceed 50% of Median Income) Unit No./Address/ Annual
Initial Occupancy Household Number in Monthly Rent
Date Type Tenant Name Income Household
(Attach additional sheets as required.)
Signed: : Date:.

Owner/Owner's Agent
Exhibit B to 8/23/05
Exhibit H
748904vl2 05137/0042

EXHIBIT I

MEMORANDUM OF PARTICIPATION AGREEMENT

RECORDING REQUESTED BY AND
AFTER RECORDATION, MAIL TO:

The Redevelopment Agency of
the City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Attn: Executive Director

MEMORANDUM OF

PARTICIPATION AGREEMENT
This Memorandum of Participation Agreement (the "Memorandum") is dated for reference purposes as of August 1, 2005, by and between REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO, a public body, corporate and politic (the "Agency") and MARINA TOWER ASSOCIATES, a California limited partnership ("Participant"').

1. Agency and Participant entered into that certain Participation Agreement (the "PA") dated for reference purposes as of August 1, 2005, with respect to certain real property, including without limitation all improvements now or hereafter located thereon, situated in the City of Vallejo, County of Solano, State of California, as more particularly described on Exhibit A attached hereto (the "Site"). Pursuant to the PA, the Participant shall acquire and rehabilitate the Site, and operate the Site as a multi-family residential housing complex for affordable housing purposes (the "Project").

2. This Memorandum is made upon all the terms and conditions in the PA and all of said terms and conditions are incorporated by reference herein. This Memorandum is prepared for the purpose of recordation only and shall not be construed to alter, modify, amend or supplement the PA of which this is a memorandum.

3. Acquisition and rehabilitation of the Site is governed by the terms and conditions of the PA.
748904vl2 05137/0042
Exhibit I 8/23/os
Pagel

IN WITNESS WHEREOF, the Agency and Participant have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, as of the day and year set forth above.

AGENCY:

REDEVELOPMENT AGENCY OF THE CITY OF

VALLEJO
By:

Roger L. Kemp
Executive Director
Approved as to form:

Frederick G. Soley
Agency Counsel
-AND-
748904vl2 05137/0042
Exhibit I s/23/05

PARTICIPANT:

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:.

Name:^
Its:

BY: JSCO TOWER, LLC, a California limited liability
company (Its Co-General Partner)
By: THE JOHN STEWART COMPANY,
a California corporation
(Its Member/Manager)
By:,
Name:

Its:
748904vl2 05137/0042
Exhibit I 8/23/os

STATE OF CALIFORNIA )

COUNTY OF )
On , before me, the undersigned notary public, personally appeared _ Tmiii_iiii.i.. ____... ........ j
[ ] personally known to me; or
[ ] 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/she/they executed the same in his/her/their authorized caparity(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.

Signature.

Type of Document:.

STATE OF CALIFORNIA )
COUNTY OF . )
On , before me, the undersigned notary public, personally appeared - . ... . ....... ' /
[ ] personally known to me; or
[ ] 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/she/they executed the same in his/her/their authorized caparity(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.

Signature.

Type of Document:
748904vl2 05137/0042
Exhibit I 8/23/os

EXHIBIT A TO

MEMORANDUM OF PARTICIPATION AGREEMENT

LEGAL DESCRIPTION OF THE SITE
Exhibit I 8/23/os
Pagel748904vl2 05137/0042

EXHIBITJ

LEASING GUIDELINES
[See Following]
ExhibitJ 8/23/os
748904vl2 05137/0042

MARINA TOWER

RESIDENT SELECTION CRITERIA

POLICY ON NON-DISCRIMINATION
With respect to the treatment of applicants, the Management Agent will not discriminate against any individual or family because of race, color, creed, national or ethnic origin or ancestry, religion, sex, sexual preference, gender identity, age, disability, handicap, military status, source of income, marital status or familial status, acquired immune deficiency syndrome (AIDS) or AIDS-related conditions (ARC), or any other arbitrary basis.

No criteria will be applied or information considered pertaining to attributes of behavior that may be imputed by some to a particular group or category. All criteria shall be applied equitably and all information considered on an applicant shall be related solely to the attributes and behavior of individual members of the household as they may affect residency.
136 of the 155 Units at Marina Tower are financed with project based Section 8 for seniors (head of household must be 62 years of age or older) by the U.S. Department of Housing and Urban Development with Section 8 assistance operated under the National Housing Act of 1934. The property is subject to the U.S.

Department of HUD's income limits and HUD 4350.50 guidelines which are published annually and are available to the public from the property office. Under this program, the household's gross annual income cannot exceed 50% of the Area Median Income.

Marina Tower is also operated in accordance with the requirements of the Low Income Housing Tax Credit (LIHTC) Program governed under Section 42 of the Internal Revenue Code. Residents must cooperate with management in certifying their eligibility for this Program.

I. PROCEDURES FOR PROCESSING
A. Each application will be given a date stamp upon receipt. Applications will be ranked for consideration (and units will be offered) according to the following descending order of priorities:

1. Date of completion of verification/certification process.

2. Date of availability for move-in.

B. Waiting Lists
A waiting list is maintained and based on the following:

1. All applicants will be placed on the Waiting List.

2. However, if the existing Waiting List contains so many names that the average wait for a unit is a year or more, the project may decline to accept applications. In this case, the Waiting List is "closed."

PRIORITY FOR PROCESSING
A Preferences: (Reference HUD 4350.3 REV 1-8/2004)

1. Units designed specifically for the elderly:
(a) Preference will be given to households whose head or spouse is a member of the group for which the units were designed;

2. To meet Income Targeting Requirements we will rent 40% of all vacancies to households whose annual income is at or below 30% of the area median income. In order to ensure that income targeting requirements are fulfilled every other vacancy rented will be to a household with income at or below 30% of Area Median Income. One waiting list will be maintained for the property but households earning above 30% of AMI will be "skipped" over in order to rent every other unit to an income "target able" household. Based upon the resident demographics and the extremely low-income nature of most prospective applicants on the waiting list, most vacancies will be filled by the extremely'low-income.

III. UNIT SIZE /OCCUPANCY STANDARDS
An appropriately sized unit must be available within the project. Families will be housed in accordance with the following:

UNIT SIZE
1 Bedroom

MINIMUM
1 MAXIMUM
3 IV. DETERMINING THE ELIGIBILITY OF STUDENTS WHO ARE HEAD OR CO-HEAD OF A

HOUSEHOLD
A. The individual must be of legal contract age under state law.

B. The individual must have established a household separate from parents or legal guardians for at least one year prior to application for occupancy or the individual meets the U.S. Department of Education's definition of an independent student. (See the Glossary for definition of 'independent student'
C. The individual must not be claimed as a dependent by parents or legal guardians pursuant to IRS regulations). Households comprised of all full time students are not eligible in accordance with Section 42 of the Internal Revenue Service Code.

D. The individual must obtain a certification of the amount of financial assistance that will be provided by parents, guardians or others signed by the individual providing the support. The

certification is required even if no assistance will be provided. The financial assistance provided by persons not living in the unit is part of annual income that must be verified to determine eligibility and at annual recertification to determine rent.

V. FAIR HOUSING
A. The project will comply with all Federal, State, or local fair housing and civil rights laws and with all equal opportunity requirements set forth in HUD's administrative procedures. *
B. The project will comply with the Affirmative Fair Housing Marketing Plan.

C. It is the policy of the project to guard the privacy of individuals conferred by the Federal Privacy Act of 1974, and to ensure the protection of such individuals' records maintained by the project.

D. The project will seek to identify and eliminate situations or procedures which create a barrier to equal housing opportunity for all. In accordance with Section 504, the project will make reasonable accommodation for individuals with handicaps or disabilities (applicants or residents). Such accommodations may include changes in the method of administering policies, procedures, or services. The Section 504 coordinator in this region is Loren Sanborn, (415) 345-4400
VI. FINANCIAL
A. In accordance with HUD requirements:

1. All income will be verified in writing from the income source on appropriate project income verification forms.

2. All assets, including bank accounts, will be verified.

3. The applicant must have an eligibility income equal to or less than the HUD-established income limit.

B. In accordance with HUD regulations & owner requirements:

1. Credit and criminal reports will be obtained for each applicant. Applicants will be denied based on failure to meet the credit and criminal criteria as outlined in the Grounds For Denial.

2. Net income and gross expenses will be used to determine an individual's actual ability to pay his/her monthly rent while meeting his/her other monthly obligations. Households will be allowed to pay up to 50% of available income towards rent. Persons receiving Section 8 will not be subject to this test.

(a) The net income is determined by three months current check stubs which are to be calculated for a twelve-month period then divided by twelve. (b) All items on expenses will be determined after discussion with the applicant on a line by line basis using actual, not arbitrary, figures.

3. Both the current and previous landlords will be contacted for a reference concerning payment records as well as the history of complying with lease requirements and housekeeping habits.

4. Visits to the applicant's current residence may be made to assess housekeeping habits.

5. Social Security numbers will be required for all household members. Verification of citizenship and/or legal U.S. status as a non-citizen will also be required. Households who cannot substantiate citizenship and/or legal U.S. status as a non-citizen will be considered as Mixed Households. In this case the household may move in with pro-rated subsidy. Ability to pay as discussed in Section B-2 will apply. Applicants will have sixty (60) days to provide verification of legal status. If the applicant is unable to provide documentation within sixty (60) days the applicant will be removed from the waiting list.

Applicants may, in some cases; self certify their Social Security numbers when acceptable documentation is not available. In no case will the owner 'hold" a unit while the applicant(s) provides such documentation.

VII. CRIMINAL & SEX OFFENDER BACKGROUND CHECK
A check will be made of criminal conviction records for the past ten years for all adult Applicants of the household. Reports will be obtained from local and/or state records and may also include local Police records. If the applicant has resided in a state other than California and has a past felony conviction, a report will be required from that state or federal organization. Felony offenses and/or continued and ongoing criminal activity will be grounds for rejection if such offenses involve physical violence to persons or property, domestic violence, sexual abuse, sales of narcotics, illegal weapons possession, any form of assault, breaking and entering, burglary or drug related criminal offenses. Registered sex offenders will not be admitted. Consideration may be granted to Applicants with past nonviolent criminal records occurring ten or more years in the past with no further criminal record. Applicants will be provided the criminal background record and provided an opportunity to respond and to provide evidence of mitigating factors.

VIII. GENERAL
HUD specifies that applicants be made aware of program requirements, including (but not limited to) the following:

A. All applicants will be interviewed by the site administrator or other representative of management. At the time of the interview, all members of the family must be in attendance.

If this is not possible a second interview to accommodate missing members will be

scheduled. Documents or identification to determine family members' relationships may be requested.

B. The applicant must agree to pay the rent required by the formula used in the subsidy program under which the applicant will be admitted,
C. An animal required for physical or emotional assistance by a person who is handicapped or disabled (e.g., a seeing eye dog or a dog for the deaf) is not considered a pet, but will be subject to reasonable regulations and deposits.

D. AH applicants must fulfill the terms of the lease (with or without 3rd party assistance), particularly concerning:

1. Timely payment of rent and other charges;

2. Maintaining premises in safe and sanitary condition;

3. Not interfering with management or quiet enjoyment of the property by others.

IX. REJECTED APPLICATIONS
Please refer to the attached document, "Marina Tower - Grounds for Denial of Rental Applications"
NOTE: This document cannot be changed without the approval of the Regional Vice President of the Managing Agent and the Owner of Marina Tower.

MARINA TOWER - GROUNDS FOR DENIAL OF RENTAL APPLICATION We welcome your application to rent an apartment at Marina Tower. It is the responsibility of each applicant to provide any and all information required to determine eligibility. The following lists the reasons why we might deny your application.
1) Credit (An exception for extraordinary medical expenses may be permitted.) (a) Total unmet credit problems in excess of $2,500.
(b) A bankruptcy (within the last three years).
(c) A total of seven (7) unmet credit problems of any value. 2) Rental History
(a) A judgment against an applicant obtained by the current or previous landlord. (b) An unmet obligation owed to a previous landlord.
(c) The applicant must have made timely payments of the last year's rental payments. 3) Criminal Background Check
A criminal background report will be ordered for each Applicant 18 years of age and over, and an Applicant with a history that includes felonious crimes, Drug-Related Crimes, gang activity violent crimes or sexual crimes will be declined and removed from the waiting list. Reports will be obtained from local and/or state records. Consideration may be granted to Applicants with past nonviolent criminal records occurring ten or more years in the past with no further criminal record. If the applicant has resided in a state other than California and has a past felony conviction, a report will be required from that state or federal organization. 4) Personal History
(a) A history of violence or abuse (physical or verbal), in which the applicant was determined to be the antagonist. Criminal acts which would adversely affect the health, safety, or welfare of other tenants. (b) Current abuse of alcohol or use of illegal drugs. Use shall constitute abuse for illegal drugs (unless required by doctor's verification).
5) Annual Income/Occupancy standard/other program regulations (a) Annual Income (including assets) must be within the established restrictions for the property. (b) Household size must meet the established occupancy standard for the property. (c) Applicant must meet all program regulated eligibility requirements. (d) Applicant must be at least 62 years old.
6) Documentation/Interviews
Each potential occupant must provide all documentation required by the selection process. If an applicant does not show up for an interview, or provide at.a minimum the following documentation, it is grounds for denying your application.
(a) Completed and signed application and application fee (if required, due at the initial screening interview). (b) Landlord references covering the last two years of residency. Please note: Applicants who have not held a rental agreement for a minimum period of twelve months within the last five years will be required to provide references from a person not related to the applicant who has known the applicant for at least five years.
(c) Proof of all income sources and assets, including the two most recent income payments (i.e. pay check stub, social security or other independent verifications). (d) Copy of most recent bank statements and/or other accounts (IRA, stocks, mutual funds, etc.) -Page 1 of2

7) Offer of an Apartment
Applicants will be offered only one apartment. Declining the offer of an apartment is considered to be a withdrawal of the application by the applicant.
8) Falsification of any information on the application
If an applicant does not meet the criteria for residency at Benicia Point, management will provide the applicant with a written notice of the determination. The applicant may request an informal review of the decision within 10 business days of the denial. The notice sent by management will describe how to obtain the informal review. 9) Nondiscrimination
In the performance of its obligations The John Stewart Company will comply with the provisions of any federal, state, or local law prohibiting discrimination in housing on the basis of race, color, creed, ancestry, national origin, sex, sexual orientation, familial status, source of income, age, disability, AIDS, or AIDS related condition. 10) Regarding Denied Applications
Households whose applications are denied will have 14 days in which to appeal the determination. A meeting will be scheduled during which applicants will be given the opportunity to present any mitigating factors, such as unusual medical expenses, and to present other facts relevant to the determination.

I HAVE READ AND UNDERSTOOD THE FOREGOING AND FIND THEM TO BE REASONABLE REASONS MY RENTAL APPLICATION CAN BE DENIED. I DECLARE UNDER PENALTY OF PERJURY

UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE ATTACHED HOUSING AND INCOME STATEMENTS ARE TRUE AND CORRECT.

Applicant #1 Date
Applicant #2 Date
Applicant #3 Date
Applicant #4 Date
Applicant #5 Date

Appendix 4
HUD Model Leases
• Appendix 4-A: Model Lease for Subsidized
Programs (Family Model Lease)
• Appendix 4-B: Model Lease for Section 202/8 or
Section 202 PACs
• Appendix 4-C: Model Lease for Section 202
PRACs
• Appendix 4-D: Model Lease for Section 811
PRACs

Appendix 4-A
Model Lease for Subsidized Programs (Family
Model Lease)

Appendix 4-A 4350.3 REV-1

MODEL LEASE FOR SUBSIDIZED PROGRAMS

1. Parties and The parties to this Agreement are
Dwelling , referred to as the
Unit: Landlord, and
(A)
referred to as the Tenant. The Landlord leases
to the Tenant unit number , located at
in the project known as .

2. Length of Time The initial term of this Agreement shall begin (Term) : on (A) and end on (B) . After
the initial term ends, the Agreement will
continue for successive terms of one (C) each unless
automatically terminated as permitted by paragraph 23 of this Agreement.

3. Rent: .The Tenant agrees to pay $ (A) for the
partial month ending on . After
that, Tenant agrees to pay a rent of $_(B)_ per
month. This amount is due on the (C) day of the month at (D)
The Tenant understands that this monthly rent is less than the market (unsubsidized) rent due on this unit. This lower rent is available either because the mortgage on this project is subsidized by the Department of Housing and Urban Development (HUD) and/or because HUD makes monthly payments to the Landlord on behalf of the Tenant. The amount, if any, that HUD makes available monthly on behalf of the Tenant is called the tenant assistance payment and is shown on the "Assistance Payment" line of the Certification and Recertification of Tenant Eligibility Form which is Attachment No. 1 to this Agreement.

4. Changes in the The Tenant agrees that the amount of rent the Tenant's Share Tenant pays and/or the amount of assistance that of the Rent: HUD pays on behalf of the Tenant may be changed during the term of this Agreement if:
a. HUD or the Contract Administrator (such as a Public Housing Agency) determines, in accordance with HUD procedures, that an increase in rents is needed;
b. HUD or the Contract Administrator changes any allowance for utilities or services considered in computing the Tenant's share of the rent;
c. the income, the number of persons in the Tenant's household or other factors considered in calculating the Tenant's rent change and HUD procedures provide that the Tenant's rent or assistance payment be adjusted to reflect the change;
d. changes in the Tenant's rent or assistance payment are required by HUD's recertification or subsidy termination procedures;

4350.3 REV-1 Appendix 4-A
e. HDD's procedures for computing the Tenant's assistance payment or rent change; or
f. the Tenant fails to provide information on his/her income, family composition or other factors as required by the
Landlord.

The Landlord agrees to implement changes in the Tenant's rent or tenant assistance'payment only in accordance with the time frames and administrative procedures set forth in HUD's handbooks, instructions and regulations related to administration of multifamily subsidy programs. The Landlord agrees 'to give the Tenant at least 30 days advance written notice of any increase in the Tenant's rent except as noted in paragraphs 11, 15 or 17. The Notice will state the new amount the Tenant is required to pay, the date the new amount is effective, and the reasons for the change in rent. The Notice will also advise the Tenant that he/she may meet with the Landlord to discuss the rent change.

5. Charges for Late
Payments and
Returned Checks:

6. Condition of
Dwelling
Unit

7. Charges for
Utilities and
Services:

If the Tenant does not pay the full amount of
the rent shown in paragraph 3 by the end of
the 5th day of the month, the Landlord may
Collect a fee of $5 on the 6th day of the
month. Thereafter, the Landlord may collect $1
for each additional day the rent remains
unpaid during the month it is due.

The Landlord may not terminate this Agreement
for failure to pay late charges, but may
terminate this Agreement for non-payment of rent,
as explained in paragraph 23. The Landlord may
collect a fee of $ on the second or any
additional time a check is not honored for
payment (bounces). The charges discussed in this
paragraph are in addition to the regular monthly
rent payable by the Tenant.

By signing this Agreement, the Tenant
acknowledges that the unit is safe, clean and
in good condition. The Tenant agrees that all
Appliances and equipment in the unit are in
good working order, except as described on the
Unit Inspection Report which is Attachment
No. 2 to this Agreement. The Tenant also
agrees that the Landlord has made no promises to
decorate, alter, repair or improve the unit,
except as listed on the' Unit Inspection Report.

The following charts describe how the cost of
utilities and services related to occupancy
of the unit will be paid. The Tenant agrees
that these charts accurately describe the
utilities and services paid by the Landlord and
those paid by the Tenant.
5/03 Page 2 of 14

Appendix 4-A 4350.3 REV-1
a. The Tenant must pay for the utilities in column (1). Payments should be made directly to the appropriate utility company.

The items in column (2) are included in the Tenant's rent. (1) (2)
Put "x" by any Type of Put "x" by any
Utility Tenant Utility Utility Included
pays directly in Tenant Rent
Heat
Lights, Electric
Cooking
Water
Other (Specify.

The Tenant agrees to pay the Landlord the amount shown in column (3) on the date the rent is due. The Landlord certifies that HUD had authorized him/her to collect the type of charges shown in column (3) and that the amounts shown in column (3) do not exceed -the amounts authorized by HUD.
(3)
Show $ Amount Tenant
Pays to Landlord in
Addition to Rent
Parking $
Other (Specify.)
$
$

8. Security Deposits: The Tenant has deposited $ (A) with the Landlord. The Landlord will hold this
security deposit for the period the Tenant
occupies the unit. After the Tenant has moved
from the unit, the Landlord will determine
whether the Tenant is eligible for a refund of
any or all of the security deposit. The amount
of the refund will be determined in accordance
with the following conditions and procedures.
a. The Tenant will be eligible for a refund of the security Deposit only if the Tenant provided the Landlord with the 30-day written notice of intent to move required by paragraph 23, unless the Tenant was unable to give the notice for reasons beyond his/her control.
b. After the Tenant has moved from the unit, the Landlord will inspect the unit and complete another Unit Inspection Report.

The Landlord will permit the Tenant to participate in the inspection, if the Tenant so requests.

4350,3 REV-1 Appendix 4-A
C. The Landlord will refund to the Tenant the amount of the security deposit plus interest computed at _(B)_%, beginning (C) ,less any amount needed to pay the cost of:
(1) unpaid rent;
(2) damages that are not due to .normal wear and tear and are not listed on the Dnit Inspection Report;
(3) charges for late payment of rent and returned checks, as described in paragraph 5; and
(4) charges for unreturned keys, as described in paragraph 9. d. The Landlord agrees to refund the amount computed in paragraph 8c within _(D)_ days after the Tenant has permanently moved out of the unit, returned possession of the unit to the Landlord, and given his/her new address to the Landlord. The Landlord will also give the Tenant a written list of charges that were subtracted from the deposit. If the Tenant
disagrees with the Landlord concerning the amounts deducted and asks to meet with the Landlord, the Landlord agrees to meet with the Tenant and informally discuss the disputed charges.
e. If the unit is rented by more than one person, the Tenants agree that they will work out the details of dividing any refund among themselves. The Landlord may pay the refund to any Tenant identified in Paragraph 1 of this Agreement. f. The Tenant understands that the Landlord will not count the Security Deposit towards the last month's rent or towards repair charges owed by the Tenant in accordance with
paragraph 11.

9. Keys and Locks: The Tenant agrees not to install additional or different locks or gates on any doors or
windows of the unit without the written
permission of the Landlord. If the Landlord
approves the Tenant's request to install such
locks, the Tenant agrees to provide the
Landlord with a key for each lock. When this
Agreement ends, the Tenant agrees to return
all keys to the dwelling unit to the
Landlord. The Landlord may charge the Tenant
$ for each key not returned.

10. Maintenance:
a. The Landlord agrees to:
(1) regularly clean all common areas of the project;
(2) maintain the common areas and facilities in a safe
condition;
(3) arrange for collection and removal of trash, and garbage; 5/03 Page 4 of 14

Appendix 4-A 4350.3 REV-1
(4) maintain all equipment and appliances in safe and working order;
(5) make necessary repairs with reasonable promptness;
(6) maintain exterior lighting in good working order:
(7) provide extermination services, as necessary; and
(8) maintain grounds and shrubs,
b. The Tenant agrees to:
(1) keep the unit clean;
(2) use all appliances, fixtures and equipment in a safe manner and only for the purposes for which they are
intended;
(3) not litter the grounds or common areas of the project; (4) not destroy, deface, damage or remove any part of the unit, common areas, or project grounds;
(5) give the. Landlord prompt notice of any defects in the plumbing, fixtures, appliances, heating and cooling
equipment or any other part of the unit or related
facilities; and
(6) remove garbage and other waste from the unit in a clean and safe manner.

11. Damages: Whenever damage is caused by carelessness, misuse, or neglect on the part of the Tenant,
his/her family or visitors, the Tenant
agrees to pay:
a. the cost of all repairs and do so within 30 days after receipt of the Landlord's demand for the repair charges; and b. rent for the period the unit is damaged whether or not the unit is habitable. The Tenant understands that HUD will not make assistance payments for any period in which the unit is not habitable. For any such period, the Tenant agrees to pay the HUD-approved market rent rather than the Tenant rent shown in paragraph 3 of this agreement.

12. Restrictions on No alteration, addition, or improvements shall Alterations: be made in or to the premises without the
prior consent of the Landlord in writing. The
Landlord agrees to provide reasonable
accommodation to an otherwise eligible tenant's
disability, including making changes to rules,
policies, or procedures, and making and paying
for structural alterations to a unit or common
areas. The Landlord is not required to provide

4350.3 REV-1 Appendix 4-A
accommodations that constitute a fundamental
alteration to the Landlord's program or which
would pose a substantial financial and
administrative hardship. See the regulations
at 24 CFR Part 8. In addition, if a requested
structural modification does pose 'a substantial
financial and administrative hardship, the
Landlord must then allow the tenant to make and
pay for the modification in accordance with the
Fair Housing Act.

13. General The Tenant must live in the unit and the
Restrictions: unit must be the Tenant's only place of
residence. The Tenant shall use the
premises only as a private dwelling for
himself/herself and the individuals listed on
the Certification and Recertification of Tenant
Eligibility. The Tenant agrees to permit other
individuals to reside in the unit only after
obtaining the prior written approval of the
Landlord. The Tenant agrees not to:
a. sublet or assign the unit, or any part of the unit;
b. use the unit for unlawful purposes;
c. engage in or permit unlawful activities in the unit, in the common areas or on the project grounds;
d. have pets or animals of any kind in the unit without the prior written permission of the Landlord, but the landlord will allow the tenant to keep an animal needed as a reasonable accommodation to the tenant's disability, and will allow animals to accompany visitors with disabilities who need such animals as an accommodation to their disabilities; or
e. make or permit noises or acts that will disturb the rights or comfort of neighbors. The Tenant agrees to keep the volume of any radio, phonograph, television or musical instrument at a level which will not disturb the neighbors.

14. Rules: The Tenant agrees to obey the House Rules which are Attachment No. 3 to this Agreement. The tenant agrees
to obey additional rules established after the effective date of this Agreement if:
a. the rules are reasonably related to the safety, care and cleanliness of the building and the safety, comfort and convenience of the Tenants; and
b. the Tenant receives written notice of the proposed rule at least 30 days before the rule is enforced.

15. Regularly Scheduled Every year around the (A) day of Recertifications: (B) , the Landlord will request the
Tenant to report the income and composition
5/03 Page 6 of 14

Appendix 4-A 4350.3 REV-1
of the Tenant's household and to supply any
other information required by HUD for the
purposes of determining the Tenant's rent
and assistance payment, if any. The Tenant
agrees to provide accurate statements of
this information and to do so by the date
specified in the Landlord's request. The
landlord will verify the information
supplied by the Tenant and use the verified
information to recompute the amount of the
Tenant's rent and assistance payment, if
any.
a. If the Tenant does not submit the required recertification information by the date specified in the Landlord's request, the Landlord may impose the following penalties. The
Landlord may implement these penalties only in accordance with the administrative procedures and time frames specified in HOD's regulations, handbooks and instructions related to the administration of multifamily subsidy programs.
(1) Require the Tenant to pay the higher, HUD-approved
market rent for the unit.
(2) Implement any increase in rent resulting from the
recertification processing without providing the 30-day notice otherwise required by paragraph 4 of this
Agreement.
b. The Tenant may request to meet with the Landlord to discuss any change in rent or assistance payment resulting from the recertification processing. If the Tenant requests such a meeting, the Landlord agrees to meet with the Tenant and discuss how the Tenant's rent and assistance payment, if any, were computed.

16. Reporting Changes Between Regularly Scheduled
Recertifications:
a. If any of the following changes occur, the Tenant agrees to advise the Landlord immediately.
(1) Any household member moves out of the unit.
(2) An adult member of the household who was reported
as unemployed on the most recent certification or
recertification obtains employment.
(3) The household's income cumulatively increases by
$200 or more a month.
b. The Tenant may report any decrease in income or any
change in other factors considered in calculating the
Tenant's rent. Unless the Landlord has confirmation
that the decrease in income or change in other factors
will last less than one month, the Landlord will verify the information and make the appropriate rent reduction.

4350.3 REV-1 Appendix 4-A
However, if the Tenant's income will be partially or
fully restored within two months, the Landlord may delay the certification process until the new income is known, but the rent reduction will be retroactive and the
Landlord may not evict the Tenant for nonpayment of rent due during the period of the reported decrease and the
completion of the certification process. The Tenant has thirty days after receiving written notice of any rent
due for the above described time period to pay or the
Landlord can evict for nonpayment of rent. (Revised
3/22/89)
c. If the Tenant does not advise the Landlord of these
interim changes, the Landlord may increase the Tenant's rent to the HDD-approved market rent. The Landlord may
do so only in accordance with the time frames and
administrative procedures set forth in HUD's
regulations, handbooks and instructions on the
administration of multifamily subsidy programs.
d. The Tenant may request to meet with the Landlord to
discuss how any change in income or other factors
affected his/her rent or assistance payment, if any.

If the Tenant requests such a meeting, the Landlord
agrees to meet with the Tenant and explain how the
Tenant's rent or assistance payment, if any, was
computed.

17. Removal of Subsidy:
a. The Tenant understands that assistance made available on his/her behalf may be terminated if events in either items 1 or 2 below occur. Termination of assistance
means that the Landlord may make the assistance
available to another Tenant and the Tenant's rent will
be recomputed. In addition, if the Tenant's assistance
is terminated because of criterion (1) below, the
Tenant will be required to pay the HUD-approved market
rent for the unit.
(l)The Tenant does not provide the Landlord with
the information or reports required by
paragraph 15 or 16 within 10 calendar days
after receipt of the Landlord's notice of
intent to terminate the Tenant's assistance
payment.
(2)The amount the Tenant would be required to pay
towards rent and utilities under HUD rules and
regulations equals the Family Gross Rent shown on
Attachment I.
b. The Landlord agrees to give the Tenant written notice of the proposed termination. The notice will advise
the Tenant that, during the ten calendar days following the date of the notice, he/she may request to meet with the Landlord to discuss the proposed termination of
5/03 Page 8 of 14

Appendix 4-A 4350.3 REV-1
assistance. If the Tenant requests a discussion of the
proposed termination, the Landlord agrees to meet with
the Tenant.
c. Termination of assistance shall not affect the Tenant's other rights under this Agreement, including the right
to occupy the unit. Assistance may subsequently be
reinstated if the Tenant submits the income or other
data required by HUD procedures, the Landlord
determines the Tenant is eligible for assistance, and
assistance is available.

18. Tenant If the tenant submits false information on
Obligation any application, certification or request
To Repay: for interim adjustment or does not report
interim changes in family income or other
factors as required by paragraph 16 of this
Agreement, and as a result, is charged a rent less
than the amount required by HUD's rent formulas,
the Tenant agrees to reimburse the Landlord for the
difference between the rent he/she should have paid
and the rent he/she was charged. The Tenant is
not required to reimburse the Landlord for
undercharges caused solely by the Landlord's
failure to follow HUD's procedures for computing
rent or assistance payments.

19. Size of The Tenant understands that HUD requires the Dwelling Landlord to assign units according to the
size of the household and the age and sex of
the household members. If the Tenant is or becomes
eligible for a different size unit, and the
required size unit becomes available, the Tenant
agrees to:
a. move within 30 days after the Landlord notifies him/her that unit of the required size is available within the project; or b. remain in the same unit and pay the HUD-approved market rent.

20. Access by The Landlord agrees to enter the unit only Landlord: during reasonable hours, to provide
reasonable advance notice of his/her intent
to enter the unit, and to enter the unit only
after receiving the Tenant's consent to do so,
except when urgency situations make such notices
impossible or except under
paragraph (c) below.
a. The Tenant agrees to permit the Landlord, his/her agents or other persons, when authorized by the Landlord, to enter the unit for the purpose of making reasonable repairs and
periodic inspections.
b. After the Tenant has given a notice of intent to move, the Tenant agrees to permit the Landlord to show the unit to prospective tenants during reasonable hours.

4350.3 REV-1 Appendix 4-A
c. If .the Tenant moves before this Agreement ends, the Landlord may enter the unit to decorate, remodel, alter .or otherwise prepare the unit for re-occupancy.

21. 22.

Discrimination
Prohibited:

Change in Rental
Agreement:

23. The Landlord agrees not to discriminate
based upon race, color, religion, creed,
National origin, sex, age, familial status,
and disability.

The Landlord may, with the prior approval of
HOD, change the terms and conditions of this
Agreement. Any changes will become
effective only at the end of the initial
term or a successive term. The Landlord must
notify the Tenant of any change and must
offer the Tenant a new Agreement or an
amendment to the existing Agreement. The
Tenant must receive the notice at least 60
days before the proposed effective date
of the change. The Tenant may accept the
changed terms and conditions by signing the
new Agreement or the amendment to the
existing Agreement and returning it to the
Landlord. The Tenant may reject the changed
terms and conditions by giving the
Landlord written notice that he/she intends
to terminate the tenancy. The Tenant must
give such notice at least 30 days before the
proposed change will go into effect. If the
Tenant does not accept the amended agreement,
the Landlord may require the Tenant to move
from the project, as provided in paragraph

23. Termination of
Tenancy:
a. To terminate this Agreement, the Tenant must give the Landlord 30-days written notice before moving from the unit.

If the Tenant does not give the full 30-day notice, the Tenant shall be liable for rent up to the end of the 30 days for which notice was required or to the date the unit is re- rented, whichever date comes first.
b. Any termination of this Agreement by the Landlord must be carried out in accordance with HUD regulations, State and local law, and the terms of this Agreement.
c. The Landlord may terminate this Agreement for the following reasons:

1. the Tenant's material'nonco'mpliance with the terms of this Agreement;

2. the Tenant's material failure to carry out obligations under any State Landlord
5/03 Page 10 of 14

Appendix 4-A 4350.3 REV-1
and Tenant Act;

3. drug related criminal activity engaged in on or near the premises, by any tenant, household member, or
guest, and any such activity engaged in on the
premises by any other person under the tenant's
control;

4. determination made by the Landlord that a household
member is illegally using a drug;

5. determination made by the Landlord that a pattern of illegal use of a drug interferes with the health,
safety, or right to peaceful enjoyment of the
premises by other residents;

6. criminal activity by a tenant, any member of the
tenant's household, a guest or another person under the tenant's control:
(a) that threatens the health, safety, or right to
peaceful enjoyment of the premises by other
residents (including property management staff.
residing on the premises); or
(b) that threatens the health, safety, or right to
peaceful enjoyment of their residences by persons
residing in the immediate vicinity of the
premises;

7. if the tenant is fleeing to avoid prosecution, or
custody or confinement after conviction, for a crime,
or attempt t'o commit a crime, that is a felony under
the laws of the place from which the individual flees,
or that in the case of the State of New Jersey, is a
high misdemeanor;

8. if the tenant is violating a condition of probation or parole under Federal or State law;

9. determination made by the Landlord that a household
member's abuse or pattern of abuse of alcohol threatens the health, safety, or right to peaceful enjoyment of
the premises by other residents;

10. if the Landlord determines that the tenant, any member of the tenant's household, a guest or another person
under the tenant's control has engaged in the criminal
activity, regardless of whether the tenant, any member
of the tenant's household, a guest or another person
under the tenant's control has been arrested or
convicted for such activity. .

4350.3 REV-1 Appendix 4-A
d. The Landlord may terminate this Agreement for other good cause, which includes, but is not limited to, the tenant's refusal to accept change to this agreement. Terminations for "other good cause" may only be effective as of the end of any initial or successive term.

The term material noncompliance with the lease includes: (1) one or more substantial violations of the lease; (2) repeated minor violations of the lease that (a) disrupt the livability of the project; (b) adversely affect the health or safety of any person or the right of any tenant to the quiet enjoyment to the leased premises and related project facilities, (c) interfere with the management of the project, or (d) have an adverse financial effect on the project (3) failure of the tenant to timely supply all required information on the income and composition, or eligibility factors, of the tenant household (including, but not limited to, failure to meet the disclosure and verification requirements for Social Security Numbers, or failure to sign and submit consent forms for the obtaining of wage and claim information from State Wage Information Collection Agencies), and (4) Non-payment of rent or any other financial obligation due under the lease beyond any grace period permitted under State law. The payment of rent or any other financial obligation due under the lease after the due date but within the grace period permitted under State law constitutes a minor violation.
e. If the Landlord proposes to terminate this Agreement, the Landlord agrees to give the Tenant written notice and the grounds for the proposed termination. If the Landlord is terminating this agreement for "other good cause," the
termination notice must be mailed to the Tenant and hand- delivered to the dwelling unit in the manner required by HUD at least 30 days before the date the Tenant will be required to move from the unit and in accordance with State law
requirements. Notices of proposed termination for other reasons must be given in accordance with any time frames set forth in State and local law. Any HUD-required notice period may run concurrently with any notice period required by State or local law. All termination notices must:
• specify the date this Agreement will be terminated;
• state the grounds for termination with enough detail for the Tenant to prepare a defense;
• advise the Tenant that he/she has 10 days within which to discuss the proposed termination of tenancy with the
Landlord. The 10-day period will begin on the earlier of the date the notice was hand-delivered to the unit or the day after the date the notice is mailed. If the Tenant
requests the meeting, the Landlord agrees to discuss the proposed termination with the Tenant; and
• advise the Tenant of his/her right to defend the action in court.
5/03 Page 12 of 14

Appendix 4-A 4350.3 REV-1
f. If an eviction is initiated, the Landlord agrees to rely only upon those grounds cited in the termination notice required by paragraph e.

24. Hazards: The Tenant shall not undertake, or permit his/her family or guests to undertake, any hazardous acts
or do anything that will increase the project's
insurance premiums. Such action constitutes a
material non-compliance. If the unit is damaged by
fire, wind, or rain to the extent that the unit
cannot be lived in and the damage is not caused or
made worse by the Tenant, the Tenant will be
responsible for rent only up to the date of the
destruction. Additional rent will not accrue until
the unit has been repaired to a livable condition.

Penalties for
Submitting False
Information:

26. Contents of this
Agreement:

25. Penalties for Knowingly giving the Landlord false
information regarding income or other
factors considered in determining
Tenant's eligibility and rent is a
material noncompliance with the lease
subject to termination of tenancy. In
addition, the Tenant could become subject to
penalties available under Federal law.

Those penalties include fines up to $10,000
and imprisonment for up to five years.

This Agreement and its Attachments make
up the entire agreement between the
Landlord and the Tenant regarding the unit.

If any Court declares a particular provision
of this Agreement to be invalid or illegal,
all other terms of this Agreement will remain
in effect and both the Landlord and the
Tenant will continue to be bound by them.

The Tenant certifies that he/she has
received a copy of this Agreement and the
following Attachments to this Agreement
and understands that these Attachments are
part of this Agreement.
a. Attachment No. 1 - Certification and Recertification of Tenant Eligibility. (59 Certification)
b. Attachment No. 2 - Unit Inspection Report.
c. Attachment No. 3 - House Rules (if any).

28. Tenants' rights to organize: Landlord agrees to allow tenant and tenant organizers to conduct on the property the activities related to the establishment or operation of a tenant
organization set out in accordance with HUD requirements.

29. Tenant Income Verification: The Tenant must promptly provide the Landlord with any letter or other notice by HUD to a member of

27. Attachments to
the Agreement:

4350.3 REV-1 Appendix 4-A
the family that provides information concerning the amount or verification of family income in accordance with HUD
requirements.

30. The lease agreement will terminate automatically, if the Section 8 Housing Assistance contract terminates for any reason.

31. Signatures:

TENANT
BY:
1 • / /
Date Signed

2. ; . / / Date Signed

3. / /
Date Signed

LANDLORD
BY:

1. . / /
Date Signed
5/03 Page 14 of 14

Appendix 4-B
Model Lease for Section 202/8
or Section 202 PACs

4350.3 REV-1 Appendix 4-B

DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
Project Name
HUD Project Number
Model Lease For Use Under:
(1) The Section 202 Program of Housing for the Elderly or Handicapped in conjunction with the Section 8 Housing Assistance Payments Program; and (2) the Section 202 Program for Nonelderly Handicapped Families and Individuals in conjunction with Section 162 assistance and Project Assistance Contracts.

This agreement made and entered into this day of , 20 , between , as LANDLORD, and
as TENANT.

WITNESSETH
WHEREAS, the LANDLORD is the Mortgagor under a Mortgage covering the project in which the hereinafter described unit is situated, which secures a loan made by the Secretary of Housing and Urban Development (HUD)(hereinafter "Secretary") pursuant to Section 202 of the Housing Act of 1959, as amended, and
WHEREAS, the LANDLORD has entered into a Housing Assistance Payments (HAP) Contract with the Secretary, or the LANDLORD has entered into a Project Assistance Contract (PAC) with the Secretary, (STRIKE INAPPLICABLE CONTRACT), and
WHEREAS, pursuant to a Regulatory Agreement entered into between the LANDLORD and the Secretary, the LANDLORD has agreed to limit occupancy of the project to elderly or handicapped families and individuals as defined in Section 202 of the Housing Act of 1959, as amended, and applicable HUD regulations under criteria for eligibility of TENANTS for admission to Section 8 assisted units and conditions of continued occupancy in accordance with the terms and provisions of the HAP Contract, or applicable HUD regulations under criteria for eligibility of TENANTS for admission to Section 162 assisted units and conditions of continued occupancy in accordance with the terms and provisions of the PAC, (STRIKE INAPPLICABLE REGULATIONS); and
WHEREAS, the LANDLORD has determined that the TENANT is eligible to pay less than the contract rent for the described unit,

NOW THEREFORE,

1. The LANDLORD leases to the TENANT, and the TENANT leases from the LANDLORD dwelling unit in the project known as
for a term of one year commencing on the day of
20_,
and ending on the day of , 20 .

Appendix 4-B 4350.3 REV-1

2. The total rent {Contract Rent) shall be $ per month.

3. The total rent specified in Paragraph 2, above, shall include the following utilities:
(If the total rent includes all utilities, enter "ALL"; where TENANTS pay some or all utilities, enter the following additional paragraph as 3a.)
The total rent stipulated herein does not include the cost of the following utility service(s), for which the Utility Allowance is $ :

Charges for such service(s) is/are to be paid directly by the TENANT to the utility company/companies providing such service(s). If the Utility Allowance exceeds the required TENANT'S share of the total housing expense per HUD-approved schedule and criteria, the LANDLORD shall pay the TENANT the amount of such excess on behalf of the Government upon receipt of funds
from HUD'for that purpose. (Note: Utility Allowance is not applicable to non-Section 8 tenants.)

4. Where meal service is a condition of occupancy, the charge for such meals shall be $ per month, and a mandatory meals agreement will be made a part of this lease.

5. Of the total rent, $ shall be payable by or at the direction of HUD as housing assistance payments, or project assistance payments (STRIKE INAPPLICABLE PAYMENTS) on behalf of the TENANT, and $ shall be payable by the TENANT. These amounts shall be subject to change by reason of changes in HUD requirements, changes in the TENANT'S family income, family composition, or extent of exceptional medical or other unusual expenses in accordance with HUD-established schedules and criteria; or by reason of adjustment by HUD of any applicable Utility Allowance. Any such change shall be effective as of the date stated in a Notice to the TENANT. (Note: This paragraph is not applicable to non-Section 8 tenants.)

6. The TENANT'S share of the rent shall be due and payable on or before the first day of each month at to the LANDLORD, or to such other person or persons or at such places as the LANDLORD may from time to time designate in writing.

7. A security deposit equal to one month's total tenant payment or $50, whichever is greater, shall be required at the time of execution of this Agreement. Accordingly, TENANT hereby makes a deposit of $ against any damage except reasonable wear done to the premises by the TENANT, his/her family, guests, or agents; and agrees to pay when billed the full amount of any such damage in order that the deposit will remain intact. Upon termination of this Lease, the deposit is to be refunded to the TENANT or to be applied to any such damage or any rent delinquency. The LANDLORD shall comply with all State and local laws regarding interest payments on security deposits.

8. The LANDLORD shall not discriminate against the TENANT in the provision of services or in any other manner on the grounds of race, color, creed, religion, sex, familial status, national origin, or disability.
5/03 Page 2 of 9

4350.3 REV-1 Appendix 4-B

9. Unless terminated or modified as provided herein, this Agreement shall be automatically renewed for successive terms of one month each at the aforesaid rental, subject to adjustment as herein provided.
(a) The TENANT may terminate this Agreement at the end of the initial term or any successive term by giving 30 days written notice in advance to the LANDLORD. Whenever the LANDLORD has been in material noncompliance with this Agreement, the TENANT may in accordance with State law terminate this Agreement by so advising the LANDLORD in writing. (b) The LANDLORD'S right to terminate this Agreement is governed by the regulation at 24 CFR Part 247. The HUD Regulation provides that the LANDLORD may terminate this Agreement only under the following circumstances:
(1) The LANDLORD may terminate, effective at the end of the initial term or any successive term, by giving the TENANT notification in the manner prescribed in paragraph (g) below that the term of this Agreement is not renewed and this Agreement is accordingly terminated. This termination must be based upon either material noncompliance with this Agreement, material failure to carry out obligations under any State landlord or tenant act, or other good cause. When the termination of the tenancy is based on other good cause, the termination notice shall so state, at the end of a term and in accordance with the termination provisions of this Agreement, but in no case earlier than 30 days after receipt by the TENANT of the notice. Where the termination notice is based on material noncompliance with this Agreement or material failure to carry out obligations under a State landlord and tenant act, the time of service shall be in accordance with the previous sentence or State law, whichever
is later.
(2) Notwithstanding subparagraph (1), whenever the TENANT has been in material noncompliance with this Agreement, the LANDLORD may, in accordance with State law and the HUD Regulation, terminate this Agreement by notifying the TENANT in the manner prescribed in paragraph (g) below.
(c) If the TENANT does not vacate the premises on the effective date of the termination of this Agreement, the LANDLORD may pursue all judicial remedies under State or local law for the eviction of the TENANT, and in accordance with the requirements in the HUD Regulation. (d) The term "material noncompliance with this Agreement" shall, in the case of the TENANT, include (1) one or more substantial violations of this Agreement, (2) repeated minor violations of this Agreement which disrupt the livability of the project, adversely affect the health or safety of any person or the right of any tenant to the quiet enjoyment of the leased premises and related project facilities, interfere with the management of the project or have an adverse financial effect on the project, or (3) failure of the TENANT to timely supply all required information on the income and composition, or eligibility factors of the TENANT household (including failure to meet the disclosure and verification requirements for Social Security Numbers, as provided by 24 CFR Part 5, or knowingly providing incomplete or inaccurate information). Nonpayment of rent or any other financial obligation due under this Agreement
(including any portion thereof) beyond any grace period permitted under State law shall constitute a substantial violation. The payment of rent or any other financial obligation due under this Agreement after the due date but within any grace period permitted under State law shall constitute a minor violation.
(e) The conduct of the TENANT cannot be deemed other good cause unless the LANDLORD has given the TENANT prior notice that said conduct shall henceforth constitute a basis for termination of this Agreement. Said notice shall be served on the TENANT in the manner prescribed in paragraph (g) below.

Appendix 4-B 4350.3 REV-1
(f) The LANDLORD'S determination to terminate this Agreement shall be in writing and shall (1) state that the Agreement is terminated on a date speciified therein, (2) state the reasons for the LANDLORD'S action with enough specificity so as to enable the TENANT to prepare a defense, (3) advise the TENANT that if he or she remains in the leased unit on the date specified for termination, the LANDLORD may seek to enforce the termination only by bringing a judicial action at which time the TENANT may present a defense, and (4) be served on the TENANT in the manner prescribed by paragraph (g) below.
(g) The LANDLORD'S termination notice shall be accomplished by (1) sending a letter by first class mail, properly stamped and addressed, to the TENANT at his/her address at the project, with a proper return address, and (2) serving a copy of said notice on any adult person answering the door at the leased dwelling unit, or if no adult responds, by placing the notice under or through the door, if possible, or else by affixing the notice to the door. Service shall not be deemed effective until both notices provided for herein have been accomplished. The date on which the notice shall be deemed to be received by the TENANT shall be the date on which the first class letter provided for in clause (1) herein is mailed, or the date on which the notice provided for in clause (2) is properly given, whichever is later. (h) The LANDLORD may, with the prior approval of HUD, modify the.terms and conditions of the Agreement, effective at the end of the initial term or a successive term, by serving an appropriate notice on the TENANT, together with the tender of a revised Agreement or an addendum revising the existing Agreement. Any increase in rent shall in all cases be governed by 24 CFR Part 245 and other applicable HUD regulations. This notice and tender shall be served on the TENANT in the manner prescribed in paragraph (g) and must be received by the TENANT (as defined in paragraph (g)) at least 30 days prior to the last date on which the TENANT has the right to terminate the tenancy without being bound by the codified terms and conditions. The TENANT may accept it by executing the tendered revised Agreement or addendum, or may reject it by giving the LANDLORD written notice at least 30 days prior to its effective date that he/she intends to terminate the tenancy. The TENANT'S termination notice shall be
accomplished by sending a letter by first class mail, properly stamped and addressed to the LANDLORD at his/her address.
(i) The Landlord may terminate this Agreement for the following reasons:

1. drug related criminal activity engaged in on or near the premises, by any tenant, household member, or guest, and any such activity engaged in on the premises by any other person under the tenant's control;

2. determination made by the Landlord that a household member is illegally using a drug;

3. determination made by the Landlord that a pattern of illegal use of a drug interferes with the health, safety, or right to peaceful enjoyment of the premises by other residents;

4. criminal activity by a tenant, any member of the tenant's household, a guest or another person under the tenant's control:
(a) that threatens the health, safety, or right to peaceful enjoyment of the premises by other residents (including property management staff residing on the premises); or (b) that threatens the health, safety, or right to peaceful enjoyment of their residences by persons residing in the immediate vicinity of the premises; 5/03 Page 4 of 9

4350.3 REV-1 Appendix 4-B

5. if the tenant is fleeing to avoid prosecution, or custody or confinement after conviction, for a crime, or attempt to commit a crime, that is a felony under the laws of the place from which the individual flees, or that in the case of the State of New Jersey, is a high misdemeanor; or

6. if the tenant is violating a condition of probation or parole under Federal or State law;

7. determination made by the Landlord that a household member's abuse or pattern of abuse of alcohol threatens the health, safety, or right to peaceful enjoyment of the premises by other residents;

8. if the Landlord determines that the tenant, any member of the tenant's household, a guest or another person under the tenant's control has engaged in criminal activity, regardless of whether the tenant, any member of the tenant's household, a guest or another person under the tenant's control has been arrested or convicted for such activity.

10. TENANT agrees that the family income, family composition and other eligibility . requirements shall be deemed substantial and material obligations of his/her tenancy with respect to the amount of rental he/she will be obligated to pay and his/her right of occupancy, and that a recertification of income shall be made to the LANDLORD annually from the date of this lease in accordance with HUD regulations and requirements. (Note: This paragraph is not applicable to non-Section 8 tenants.)

11. TENANT agrees that the TENANT'S share of the monthly rental payment is subject to adjustment by the LANDLORD to reflect income changes which are disclosed on any of TENANT'S recertification of income, and TENANT agrees to be bound by such adjustment.

LANDLORD agrees to give 30 days written notice of any such adjustment to the TENANT, by an addendum to be made a part of this lease, stating the amount of the adjusted monthly rental which the TENANT will be required to pay. (Note: This paragraph is not applicable to non- Section 8 tenants.)

12. LANDLORD and TENANT agree that if, upon recertification, TENANT'S income is found to be sufficient to pay the Contract Rent plus any Utility Allowance, the TENANT shall then be required to bear the cost of all such housing expense, but he/she will no longer be required to make income certifications under this lease.

13. The TENANT shall not assign this lease, sublet the premises, give accommodation to any roomers or lodgers, or permit the use of the premises for any purpose other than as a private dwelling solely for the TENANT and his/her family. The TENANT agrees to reside in this unit and agrees that this unit shall be the TENANTS and his/her family's only place of residence.

14. TENANT agrees to pay to the LANDLORD any rental which should have been paid but for (a) TENANT'S misrepresentation in his/her initial income certification or recertification, or in any other information furnished to the LANDLORD or (b) TENANTS failure to supply income recertification when required or to supply information requested by the LANDLORD.

15. TENANT for himself/herself and his/her heirs, executors and administrators agrees as follows:
(a) To pay the rent herein stated promptly when due, without any deductions whatsoever, and without any obligation on the part of the LANDLORD to make any demand for the same; (b) To keep the premises in a clean and sanitary condition, and to comply with all obligations imposed upon TENANTS under applicable provisions of building and housing codes materially affecting health and safety with respect to said premises and appurtenances, and to save the LANDLORD harmless from all fines, penalties and costs for violations or noncompliance by

Appendix 4-B 4350.3 RJEV-1
TENANT with any of said laws, requirements or regulations, and from all liability arising out of any such violations or noncompliance.
(c) Not to use premises for any purpose deemed hazardous by insurance companies carrying insurance thereon;
(d) That if any damage to the property shall be caused by his/her acts or neglect, the TENANT shall forthwith repair such damage at his/her own expense, and should the TENANT fail or refuse to make such repairs within a reasonable time after the occurrence of such damage, the LANDLORD may, at his/her option, make such repairs and charge the cost thereof to the TENANT, and the TENANT shall thereupon reimburse the LANDLORD for the total cost of the damages so caused;
(e) To permit the LANDLORD, or his/her agents, or any representative of any holder of a mortgage on the property, or when authorized by the LANDLORD, the employees of any contractor, utility company, municipal agency or others, to enter the premises for the purpose of making reasonable inspections and repairs and replacements; (f) Not to install a washing machine, clothes dryer, or air conditioning unit in the apartment without the prior approval of the LANDLORD; and
(g) To permit the LANDLORD or his/her agents to bring appropriate legal action in the event of a breach or threatened breach by the TENANT of any of the covenants or provisions of this lease.

16. The TENANT is permitted to keep common household pets in his/her dwelling unit (subject to the provisions in 24 CFR Part 5 and the pet rules promulgated under 24 CFR Part 5).

Any pet rules promulgated by the LANDLORD are attached hereto and incorporated hereby. The TENANT agrees to comply with these rules. A violation of these rules may be grounds for removal of the pet or termination of the TENANT'S (pet owner's) tenancy (or both), in accordance with the provisions of 24 CFR Part 5 and applicable regulations and State or local law. These regulations include 24 CFR Part 5 (Evictions From Certain Subsidized and HUD-Owned Projects) and provisions governing the termination of tenancy under the Section 8 housing assistance payments and project assistance payments programs.

Note: The Part 5 Pet Rules do not apply to an animal used by a Tenant or visitor that is needed as a reasonable accommodation for the Tenant or visitor's disability. Optional: The LANDLORD may after reasonable notice to the TENANT and during reasonable hours, enter and inspect the premises. Entry and inspection is permitted only if the LANDLORD has received a signed, written complaint alleging (or the LANDLORD has reasonable grounds to believe) that the conduct or condition of a pet in the dwelling unit constitutes, under applicable State or local law, a nuisance or a threat to the health or safety of the occupants of the project or other persons in the community where the project is located.

If there is no State or local authority (or designated agent of such an authority) authorized under applicable State or local law to remove a pet that becomes vicious, displays symptoms of severe illness, or demonstrates other behavior that constitutes an immediate threat to the health or safety of the tenancy as a whole, the LANDLORD may enter the premises (if necessary), remove the pet, and take such action with respect to the pet as may be permissible under State and local law, which may include placing it in a facility that will provide care and shelter for a period not to exceed 30 days. The LANDLORD shall enter the premises and remove the pet or take such other permissible action only if the LANDLORD requests the TENANT (pet owner) to remove the pet from the project immediately, and the TENANT (pet owner) refuses to do so, or if the LANDLORD is unable to contact the TENANT (pet owner) to make a removal request. The cost of the animal care facility shall be paid as provided in 24 CFR Part 5.
5/03 Page 6 of 9

4350.3 REV-1 Appendix 4-B

17. The LANDLORD agrees to comply with the requirement of all applicable Federal, State, and local laws, including health, housing and building codes and to deliver and maintain the premises in safe, sanitary and decent condition.

18. The TENANT, by the execution of this Agreement, agrees that the dwelling unit described herein has been inspected by him/her and meets with his/her approval. The TENANT acknowledges hereby that said premises have been satisfactorily completed and that the LANDLORD will not be required to repaint, replaster, or otherwise perform any other work, labor, or service which it has already performed for the TENANT. The TENANT admits that he/she has inspected the unit and found it to be in good and tenantable condition, and agrees that at the end of the occupancy hereunder to deliver up and surrender said premises to the LANDLORD in as good condition as when received, reasonable wear and tear excepted.

19. No alteration, addition, or improvements shall be made in or to the premises without the prior consent of the LANDLORD in writing. The LANDORD agrees to provide reasonable accommodation to an otherwise eligible tenant's disability, including making changes to rules, policies, or procedures, and making and paying for structural alterations to a unit or common areas. The Landlord is not required to provide accommodations that constitute a fundamental alteration to the Landlord's program or which would pose a substantial financial and administrative hardship. See the regulations at 24 CFR Part 8. In addition, if a requested structural modification does pose a substantial financial and administrative hardship, the Landlord must then allow the tenant to make and pay for the modification in accordance with the Fair Housing Act.

20. TENANT agrees not to waste utilities furnished by the LANDLORD; not to use utilities or equipment for any improper or unauthorized purpose; and not to place fixtures, signs, or fences in or about the premises without the prior permission of the LANDLORD in writing. If such permission is obtained, TENANT agrees, upon termination of the lease, to remove any fixtures, signs or fences, at the option of the LANDLORD, without damage to the premises.

21. This Agreement shall be subordinate in respect to any mortgages that are now on or that hereafter may be placed against said premises, and the recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this Agreement, and the TENANT agrees to execute any such instrument without cost, which may be deemed necessary or desirable to further effect the subordination of this Agreement to any such mortgage or mortgages and a refusal to execute such instruments shall entitle the LANDLORD, or the LANDLORD'S assigns and legal representatives to the option of cancelling this Agreement without incurring any expense or damage, and the term hereby granted is expressly limited accordingly.

22. Tenant Income Verification: The Tenant must promptly provide the Landlord with any letter or other notice by HUD to a member of the family that provides information concerning the amount or verification of family income, in accordance with HUD requirements.

23. Tenants' rights to organize: Landlord agrees to allow tenant and tenant organizers to conduct on the property the activities related to the establishment or operation of a tenant organization set out in accordance with HUD requirements.

24. Interim recertifications.
(a) The TENANT agrees to advise the Landlord immediately if any of the following changes occur.

Appendix 4-B 4350.3 REV-1

1. Any household member moves out of the unit.

2. Any adult member of the household who was reported as unemployed on the most recent certification or recertification obtains employment.

3. The household's income cumulatively increases by $200 or more a month. (b) The Tenant may report any decrease in income or any change in other factors considered in calculating the Tenant's rent. Unless the Landlord has confirmation that the decrease in income or change in other factors will last less than one month, the Landlord will verify the information and make the appropriate rent reduction. However, if the Tenant's income will be partially or fully restored within two months, the Landlord may delay the certification process until the new income is known, but the rent reduction will be retroactive and Landlord may not evict the Tenant for nonpayment of rent due during the period of the reported decrease and the completion of the certification process. The Tenant has thirty days after receiving written notice of any rent due for the above described time period to pay or the Landlord can evict for nonpayment of rent.
(c) If the Tenant does not advise the Landlord of the interim changes concerning household members or increase in income, the Landlord may increase the Tenant's rent to the HUD- approved market rent. The Landlord may do so only in accordance with the time frames and administrative procedures set forth in HUD's regulations, handbooks and instructions on the administration of multifamily subsidy programs.
(d) The Tenant may request to meet with the Landlord to discuss how any change in income or other factors affected his/her rent or assistance payment, if any. If the Tenant requests such a meeting, the Landlord agrees to meet with the Tenant and explain how the Tenant's rent or assistance payment, if any, was computed.

25. Removal of Subsidy:
(a) The Tenant understands that assistance made available on his/her behalf may be terminated if events in either item 1 or 2 below occur. Termination of assistance means that the Landlord may make the assistance available to another Tenant and the Tenant's rent will be recomputed. In addition, if the Tenant's assistance is terminated because of criterion (1) below, the Tenant will be required to pay the HUD-approved market rent for the unit. (1) The Tenant does not provide the Landlord with the information or reports required by paragraph 15 or 16 within 10 calendar days after receipt of the Landlord's notice of intent to terminate the Tenant's assistance payment.
(2) The amount the Tenant would be required to pay towards rent and utilities under HUD rules and regulations equals the Family Gross Rent shown on Attachment 1. (b) The Landlord agrees to give the Tenant written notice of the proposed termination. The notice will advise the Tenant that, during the ten calendar days following the date of the notice, he/she may request to meet with the Landlord to discuss the proposed termination of assistance.

If the Tenant requests a discussion of the proposed termination, the Landlord agrees to meet with the Tenant.
(c) Termination of assistance shall not affect the Tenant's other rights under this Agreement, including the right to occupy the unit. Assistance may subsequently be reinstated if the Tenant 5/03 Page 8 of 9

4350.3 REV-1 Appendix 4-B
submits the income or other data required by HUD procedures, the Landlord determines the Tenant is eligible for assistance, and assistance is available.

26. Failure of the LANDLORD to insist upon the strict performance of the terms, covenants, agreements and conditions herein contained, or any of them, shall not constitute or be construed as a waver or relinquishment of the LANDLORD'S right thereafter to enforce any such term, covenant, agreement, or condition, but the same shall continue in full force and effect.

27. In return for the TENANT'S continued fulfillment of the terms and conditions of this Agreement, the LANDLORD covenants that the TENANT may at all times, while this Agreement remains in effect, have and enjoy for his/her sole use and benefit the above described property.

28. The lease agreement will terminate automatically, if the Section 8 Housing Assistance contract terminates for any reason.

29. Attachments to the Agreement: The Tenant certifies that he/she has received a copy of the Agreement and the following attachments to the Agreement and understands that these attachments are part of the Agreement.
a. Attachment No. 1 - Certification and Recertification of Tenant Eligibility. (59 Certification)
b. Attachment No. 2 - Unit Inspection Report.
c. Attachment No. 3 - House Rules (if any).
d. Attachment No. 4 - Pet Rules.

WITNESS:

LANDLORD
• By: J
Date
TENANT
Date
Date
Date

Appendix 4-C
Model Lease for Section 202 PRACs

4350.3 REV-1 Appendix 4-C
202 PRAC LEASE
Supportive Housing for the Elderly
This agreement made and entered into this day of
, 20 , between
, as LANDLORD,
and
, as
TENANT.

WITNESSETH:

WHEREAS, the LANDLORD is the Mortgagor under a Mortgage covering the project in which the hereinafter described unit is situated, which secures a capital advance made by the Secretary of Housing arid Urban Development (HUD) (hereinafter "Secretary") pursuant to Section 202 of the Housing Act of 1959, as amended, and
WHEREAS, the LANDLORD has entered into a Project Rental Assistance Contract (PRAC) with the Secretary.

WHEREAS, pursuant to a Regulatory Agreement entered into between the LANDLORD and the Secretary, the LANDLORD has agreed to limit occupancy of the project to elderly families and individuals as defined in Section 202 of the Housing Act of 1959, as amended, and applicable HUD regulations under criteria for eligibility of TENANTS for admission to assisted units and conditions of continued occupancy in accordance with the terms and provisions of the PRAC Contract, and

NOW THEREFORE,
I. The LANDLORD leases to 'the TENANT, and the TENANT leases from the LANDLORD dwelling unit in the project known as
for a term of one year, commencing on the day of ,
20 , and ending on the day of , 20 .

2. The total rent (Contract Rent) shall be $
per month.

3. The total rent specified in Paragraph 2, above, shall include the following utilities:
(If the total rent includes all utilities, enter "ALL"; where TENANTS pay some or all utilities, enter the following additional paragraph as 3a.)

Appendix 4-C 4350.3 REV-1
The total rent stipulated herein does not include the cost of the following utility service(s), for which the Utility allowance is $
Charges for such service(s) is/are to be paid directly by the TENANT to the utility company/companies providing such service(s). If the Utility Allowance exceeds the required TENANT'S share of the total housing expense per HUD-approved schedule and criteria, the LANDLORD shall pay the TENANT the amount of suc'h excess on behalf of the Government upon receipt of funds from HUD for that purpose.

4. Of the total rent, $___ shall be payable by or at
the direction of HUD as project rental assistance payments on behalf of the TENANT, and $ shall be.payable by the TENANT.

These amounts shall be subject to change by reason of changes in HUD's requirements, changes in the TENANT'S family income, family composition, or extent of exceptional medical or other unusual expenses in accordance with HUD-established schedules and criteria; or by reason of adjustment by HUD of any applicable Utility Allowance. Any such change shall be effective as of the date stated in a Notice to the TENANT.

5. The TENANT"S share of the rent shall .be due and payable on or before the first day of each month at to the
LANDLORD, or to such other person or persons or at such places as the LANDLORD may from time to time designate in writing.

6. A security deposit in an amount equal to one month's total tenant payment or $50, whichever is greater, shall be required at the time of execution of this Agreement. Accordingly, TENANT hereby makes a deposit of $ against any damage except reasonable
wear done to the premises by the TENANT, his/her family, guests, or agents, and agrees to pay when billed the full amount of any such damage in order that the deposit will remain intact. Upon termination of this Lease, the deposit is to be refunded to the TENANT or to be applied to any such damage or any rent delinquency. The LANDLORD shall comply with all State and local laws regarding interest payments on security deposits.

7. The LANDLORD shall not discriminate against the TENANT in the provision of services or in any other manner on the grounds of race, color, creed, religion, sex, familial status, national origin, or disability.

8. Unless terminated or modified as provided herein, this Agreement shall be automatically renewed for successive terms of one month each at.the aforesaid rental, subject to adjustment as herein provided.
(a) . The TENANT may terminate this Agreement at the end of the initial term or any successive term by giving 30 days written notice in advance to the LANDLORD. Whenever the LANDLORD has been in material noncompliance with this Agreement, the TENANT may in accordance with 5/03 Page 2 of 10

4350.3 REV-1 Appendix 4-C
State law terminate this Agreement by so advising the LANDLORD in writing.
(b) The LANDLORD'S right to terminate this Agreement is governed by the regulation of the Secretary at 24 CFR 891.430 and 24 CFR Part 247 (herein referred to as the HUD Regulation). The HUD Regulation provides that the LANDLORD may terminate this Agreement only under the following circumstances:
(1) The LANDLORD may terminate, effective at the end of the initial term or any successive term, by giving the TENANT notification in the manner prescribed in paragraph (a) below that the term of this Agreement is not renewed and this Agreement is accordingly terminated. This termination must be based upon either material noncompliance with this Agreement, material failure to carry out obligations under any State landlord or tenant act, or criminal activity that threatens the health, safety, or right to peaceful enjoyment of their residences by persons residing in the immediate vicinity of the premises-, any criminal activity that threatens the health or safety of any on-site property management staff responsible for managing the premises; or any drug-related criminal activity on or near such premises, engaged in by a resident, any member of the resident's household or other person under the resident's control; or other good cause. When the termination of the tenancy is based on other good cause, the termination notice shall so state, and the tenancy shall terminate at the end of a term and in accordance with the termination provisions of this Agreement, but in no case earlier than 30 days after receipt by the TENANT of the notice. Where the termination notice is based on material noncompliance with this Agreement or material failure to carry out obligations under a State landlord and tenant act, the time of service shall be in accordance with the previous sentence or State law, whichever is later.
(2) Notwithstanding subparagraph (1), whenever the
TENANT has been in material noncompliance with this Agreement, the LANDLORD may, in accordance with State law and the HUD Regulation, terminate this Agreement by notifying the TENANT in the manner prescribed in paragraph (g) below.
(c) If the TENANT does not vacate the premises on the
effective date of the termination of this Agreement, the LANDLORD may pursue all judicial remedies under State or local law for the eviction of the TENANT, and in accordance with the requirements in the HUD Regulation.
(d) The term "material noncompliance with this Agreement" shall, in the case of the TENANT, include (1) one or more substantial violations of this Agreement, (2) repeated minor violations of this Agreement which disrupt the livability of the project, adversely affect the health Or safety of any person or the right of any tenant to the quiet enjoyment of the leased premises and related project facilities, interfere with the management of the project or have an adverse financial effect on the project, (3) failure of the TENANT to timely supply all required information on the income and composition,, or eligibility factors of the TENANT household (including failure to meet the disclosure and verification requirements for Social Security Numbers, as provided by 24 CFR Part 5, or knowingly providing incomplete

Appendix 4-C 4350.3 REV-1
or inaccurate information). Nonpayment of rent or any other financial obligation due under this Agreement (including any portion thereof) beyond any grace period permitted under State law shall constitute a substantial violation. The payment of rent or any other financial obligation due under this Agreement after the due date but within any grace period permitted under State law shall constitute a minor violation.
(e) The conduct of the TENANT cannot be deemed other good cause unless the LANDLORD has given the TENANT prior notice that said conduct shall henceforth constitute a basis for termination of this Agreement. Said notice shall be served on the TENANT in the manner prescribed in paragraph (g) below.
(f) The LANDLORD'S determination to terminate this Agreement shall be in writing and shall (1) state that the Agreement is terminated on a date specified therein, (2) state the reasons for the LANDLORD'S action with enough specificity so as to enable the TENANT to prepare a defense, (3) advise the TENANT that if he or she remains' in the leased unit on the date specified for termination, the LANDLORD may seek to enforce the termination only by bringing a judicial action at which time the TENANT may present a defense, and (4) be served on the TENANT in the manner prescribed by paragraph (g) below.
(g) The LANDLORD'S termination notice shall be accomplished by (I) sending a letter by first class mail, properly stamped and addressed, to the TENANT at his/her address at the project, with a proper return address, and (2) serving a copy of said notice on any adult person answering the door at the leased dwelling unit, or if no adult responds, by placing the notice under or through the door, if possible, or else by affixing the notice to the door. Service shall not be deemed effective until both notices provided for herein have been accomplished. The date on which the notice shall be deemed to be received by the TENANT shall be the date on which the first class letter provided for in clause (1)herein is mailed, or the date on which the notice provided for in clause (2) is properly given, whichever is later. (h) The LANDLORD may, with the prior approval of HUD, modify the terms and conditions of the Agreement, effective at the end of the initial term or a successive term, by serving an appropriate notice on the TENANT, together with the tender of a revised Agreement or an addendum revising the existing Agreement. Any increase in rent shall in all cases be governed by 24 CFR Part 245, and other applicable HUD regulations. This notice and tender shall be served on the TENANT (as defined in paragraph (g)) at least 30 days prior to the last date on which the TENANT has the right to terminate the tenancy without being bound by the codified terms and conditions. The TENANT may accept it by executing the tendered revised Agreement or addendum, or may reject it by giving the LANDLORD written notice at least 30 days prior to its effective date that he/she intends to terminate the tenancy. The TENANT'S termination notice shall be accomplished by sending a letter by first class mail, properly stamped and addressed to the LANDLORD at his/her address.
(i) The LANDLORD may terminate this Agreement for the
following reasons:
5/03 Page 4 of 10

4350.3 REV-1 Appendix 4-C

1. drug related criminal activity engaged in on or near the premises, by any TENANT, household member, or guest, and any such activity engaged in on the premises by any other person under the tenant's control;

2. determination made by the LANDLORD that a household
member is illegally using a drug;

3. determination made by the LANDLORD that a pattern of illegal use of a drug interferes with the health, safety, or right to peaceful enjoyment of the premises by other residents;

4. criminal activity by a tenant, any member of the
TENANT'S household, a guest or another person under the TENANT'S control:
(a) that threatens the health, safety, or'right to
peaceful enjoyment of the premises by other residents (including property management staff residing on the premises); or (b) that threatens the health, safety, or right to
peaceful enjoyment of their residences by persons residing in the immediate vicinity of the premises;

5. if the TENANT is fleeing to avoid prosecution, or
custody or confinement after conviction, for a crime, or attempt to commit a crime, that is a felony under the laws of the place from which the individual flees, or that in the case of the State of New Jersey, is a high misdemeanor; or

6. if the TENANT is violating a condition of probation or parole under Federal or State law;

7. determination made by the LANDLORD that a household
member's abuse or pattern of abuse of alcohol threatens the health, safety, or right to peaceful enjoyment of the premises by other residents;

8. if the LANDLORD determines that the tenant, any member of the TENANT'S household, a guest or another person under the TENANT'S control has engaged in criminal activity, regardless of whether the tenant, any member of the tenant's household, a guest or another person under the tenant's control has been arrested or convicted for such activity.

9. TENANT agrees that the family income, family composition and other eligibility requirements shall be deemed substantial and material obligations of his/her tenancy with respect to the amount of rental he/she will be obligated to pay and his/her right of occupancy, and that a recertification of income shall be made to the LANDLORD annually from the date of this lease in accordance with HUD regulations and requirements.

10. TENANT agrees that the TENANT'S share of the monthly rental payment is subject to adjustment by the LANDLORD to reflect income changes which are disclosed on any of TENANT'S recertification of income, and TENANT agrees to be bound by such adjustment. LANDLORD

Appendix 4-C 4350.3 REV-1
agrees to give 30 days written notice of any such adjustment to the TENANT, by an addendum to be made a part of this lease, stating the amount of the adjusted monthly rental which the TENANT will be required to pay.

11. The TENANT shall not assign this lease, sublet the premises, give accommodation to any roomers or lodgers, or permit the use.of the premises for any purpose other than as a private dwelling solely for the TENANT and his/her family. The TENANT agrees to reside in this unit and agrees that this unit shall be the TENANT'S and his/her family's only place of residence.

12. TENANT agrees to pay the LANDLORD any rental which should have been paid but for (a) TENANT'S misrepresentation in his/her initial income certification or recertification, or in any other information furnished to the LANDLORD or (b) TENANT'S failure to supply income recertification when required or to supply information requested by the LANDLORD.

13. TENANT for himself/herself and his/her heirs, executors and administrators agrees as follows:
(a) To pay the rent herein stated promptly when due, without any deductions whatsoever, and without any obligation on the part of the LANDLORD to make any demand for the same;
(b) To keep the premises in a clean and sanitary condition, and to comply with all obligations imposed upon TENANT under applicable provisions of building and housing codes materially affecting health and safety with respect to said premises and appurtenances, and to save the LANDLORD harmless from all fines, penalties and costs for violations or noncompliance by TENANT with any of said laws, requirements or regulations, and from all liability arising out of any such violations or noncompliance.
(c) Not to use premises for any purpose deemed hazardous by insurance companies carrying insurance thereon;
(d) That if any damage to the property shall be caused by his/her acts or neglect, the TENANT shall forthwith repair such damage at his/her own expense, and Should the TENANT fall or refuse to make such repairs within a reasonable time after the occurrence of such damage, the LANDLORD may, at his/her option, make such repairs and charge the cost thereof to the TENANT, and the TENANT shall thereupon reimburse the LANDLORD for the total cost of the damages so caused; (e) To permit the LANDLORD, or his/her agents, or any
representative of any holder of a mortgage on the property, or when authorized by the LANDLORD, the employees of any contractor, utility company, municipal agency or others, to enter the premises for the purpose of making reasonable inspections and repairs and replacements" (f) Not to install a washing machine, clothes dryer, or air conditioning unit in the apartment without the prior
approval of the LANDLORD, and
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4350.3 REV-1 Appendix 4-C
(g) To permit the LANDLORD or his/her agents to bring
appropriate legal action in the event of a breach or threatened breach by the TENANT of any of the covenants or provisions of this lease.

14. The TENANT is permitted to keep common household pets in his/her dwelling unit(subject to the provisions in 24 CFR Part 5 Subpart C) and the pet rules promulgated under 24 CFR 5.315). Any pet rules promulgated by the LANDLORD are attached hereto and incorporated hereby.

The TENANT agrees to comply with these rules. A violation of these rules may be grounds for removal of the pet or termination of the TENANT'S (pet owner's) tenancy (or both), in accordance with the provisions of 24 CFR Part 5, Subpart C and applicable regulations and State or local law. These regulations include 24 CFR Part 247 (Evictions From Certain Subsidized and HUD-Owned Projects) and provisions governing the termination of tenancy under the Project Rental Assistance Contract.

Note: The Part 5 Pet Rules do not apply to an animal used by a Tenant or visitor that is needed as a reasonable accommodation for the Tenant's or visitor's disability.
[Optional] The LANDLORD may after reasonable notice to the TENANT and during reasonable hours, enter and inspect the premises. Entry and inspection is permitted only if the LANDLORD has received a signed, written complaint alleging (or the LANDLORD has reasonable grounds to believe) that the conduct or condition of a pet in the dwelling unit constitutes, under applicable State or local law, a nuisance or a threat to the health or safety- of the occupants of the project or other persons in the community where the project is located.

If there is not State or local authority (or designated agent of such an authority) authorized under applicable State or local law to remove a pet that becomes vicious, displays symptoms of severe illness, or demonstrates other behavior that constitutes an immediate threat to the health or safety of the tenancy as a whole, the LANDLORD may enter the premises (if necessary), remove the pet, and take such action with respect to the pet as may be permissible under State and local law, which may include placing it in a facility that will provide care and shelter for a period not to exceed 30 days. The LANDLORD shall enter the premises and remove the pet or take such other permissible action only if the LANDLORD requests the TENANT (pet owner) to remove the pet from the project immediately, and the TENANT (pet owner) refuses to do so, or if the LANDLORD is unable to contact the TENANT (pet owner) to make a removal request. The cost of the animal care facility shall be paid as provided in 24 CFR 5.363.

15. The LANDLORD agrees to comply with the requirement of all applicable Federal, State, and local laws, including health, housing and building codes and to deliver and maintain the premises in safe, sanitary decent condition,

16. The TENANT, by the execution of this Agreement, admits that the dwelling unit described herein has been inspected by him/her and meets with his/her approval. The TENANT acknowledges hereby that said premises have been satisfactorily completed and that the LANDLORD will not be required to repaint, replaster, or otherwise perform any other work, labor, or service which it has already performed for the TENANT.

Appendix 4-C 4350.3 REV-1
The TENANT admits that he/she has inspected the unit and found it to be in good and tenantable condition, and agrees that at the end of the occupancy hereunder to deliver up and surrender said premises to the LANDLORD in as good condition as when received, reasonable wear and tear excepted.

17. No alteration, addition, or improvements shall be made in or to the premises without the prior consent of the LANDLORD in writing.

The LANDORD agrees to provide reasonable accommodation to an otherwise eligible tenant's disability, including making changes to rules, policies, or procedures, and making and paying for structural alterations to a unit or common areas. The Landlord is not required to provide accommodations that constitute a fundamental alteration to the Landlord's program or which would pose a substantial financial and administrative hardship. See the regulations at 24 CFR Part 8. In addition, if a requested structural modification does pose a substantial financial and administrative hardship, the Landlord must then allow the tenant to make and pay for the modification in accordance with the Fair Housing Act.

18. TENANT agrees not to waste utilities furnished by the LANDLORD; not to use utilities or equipment for any improper or unauthorized purpose; and not to place fixtures, signs, or fences in or about the premises without the prior permission of the LANDLORD in writing. If such permission is obtained, TENANT agrees, upon termination of the lease, to remove any fixtures, signs of fences, at the option of the LANDLORD, without damage to the premises.

19. This Agreement shall be subordinate in respect to any mortgages that are now on or that hereafter may be placed against said premises, and the recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this Agreement, and the TENANT agrees to execute any such instrument without cost, which may be deemed necessary or desirable to further effect the subordination of this Agreement to any such mortgage or mortgages and a refusal to execute such instruments shall entitle the LANDLORD, or the LANDLORD'S assigns and legal representatives to the option of canceling this Agreement without incurring any expense or damage, and the term hereby granted is.expressly limited accordingly.

20.. Failure of the LANDLORD to insist upon the strict performance of the terms, covenants, agreements and conditions herein contained, or any of them, shall not constitute or be construed as a waiver or relinquishment of the LANDLORD'S right thereafter to enforce any such term, covenant, agreement, or condition, but the same shall continue in full force and effect.

21. In return for the TENANT'S continued fulfillment of the terms and conditions of this Agreement, the LANDLORD covenants that the TENANT may at all times, while this Agreement remains in effect, have and ei>joy for his/her sole use and benefit the above described property.

22. Tenant Income Verification: The TENANT must promptly provide the LANDLORD with any letter or other notice by HUD to a member of the family that provides information concerning the amount or verification of family income in accordance with HUD requirements.
5/03 Page 8 of 10

4350.3 REV-1 Appendix 4-C

23. Tenants' rights to organize: LANDLORD agrees to allow TENANT organizers to conduct on the property the activities related to the establishment or operation of a TENANT organization set out in accordance with HUD requirements.

24. Interim recertifications:
a. The TENANT agrees to advise the LANDLORD immediately if any of the following changes occur:

1. Any household member moves out of the unit.

2. Any adult member of the household who was reported
as unemployed on the most recent certification or
recertification obtains employment.

3. The household's income cumulatively increases by
$200 or more a month.
b. The TENANT may report any decrease in income or any
change in other factors considered in calculating the Tenant's rent.

Unless the LANDLORD has confirmation that the decrease in income or change in other factors will last less than one month, the LANDLORD will verify the information and make the appropriate rent reduction.

However, if the TENANT'S income will be partially or fully restored within two months, the LANDLORD may delay the certification process until the new income is known, but the rent reduction will be retroactive and LANDLORD may not evict'the TENANT for nonpayment of rent due during the period of the reported decrease and the completion of the certification process. The TENANT has thirty days after receiving written notice of any rent due for the above described time period to pay or the LANDLORD can evict for nonpayment of rent.
c. If the TENANT does not advise the LANDLORD of the interim changes concerning household members or increase in income, the TENANT may be subject to eviction. The LANDLORD may evict TENANT only in accordance with the time frames and administrative procedures set forth in HDD's regulations, handbooks and instructions on the administration of multifamily subsidy programs.
d. The TENANT may request to meet with the LANDLORD to
discuss how any change in income or other factors affected his/her rent or assistance payment, if any. If the TENANT requests such a meeting, the LANDLORD agrees to meet with the TENANT and explain how the TENTANT'S rent or assistance payment, if any, was computed.

25. Attachments to the Agreement: The Tenant certifies that he/she has received a copy of the Agreement and the following attachments to the Agreement and understands that these attachments are part of the Agreement.
a. Attachment No. I - Certification and Recertification of Tenant Eligibility. (59 Certification)
b. Attachment No. 2 - Unit Inspection Report.
c. Attachment No. 3 - House Rules (if any).

Appendix 4-C 4350.3 REV-1
d. Attachment No. 4 - Pet Rules
WITNESS:

LANDLORD
Date By:
, TENANT
Date
5/03 Page 10 of 10

Appendix 4-D
Model Lease for Section 811 PRACs

Appendix 4-D 4350.3 REV-1
811 PRAC LEASE

SUPPORTIVE HOUSING FOR PERSONS WITH DISABILITIES
This agreement made and entered into this day of
, 20 , between
as LANDLORD, and as Tenant.

WITNESSETH:

WHEREAS, the LANDLORD is the Mortgagor under a Mortgage covering the project in which the hereinafter described unit is situated, which secures a capital advance made by the Secretary of Housing and Urban Development (HUD) (hereinafter "Secretary") pursuant to Section 811 of the National Affordable Housing Act, as amended by the Housing and Community Development Act of 1992 and
WHEREAS,, the LANDLORD has entered into a Project Rental Assistance Contract (PRAC) with the Secretary.

WHEREAS, pursuant to a Regulatory Agreement entered into between the LANDLORD and the Secretary, the LANDLORD has agreed to limit occupancy of the project to persons with disabilities as defined in Section 811 of the National Affordable Housing Act, as amended by the Housing and Community Development Act of 1992 and applicable HUD regulations under criteria for eligibility of TENANTS for admission to assisted units and conditions of continued occupancy in accordance with the terms and provisions of the PRAC Contract, and

NOW THEREFORE,

1. The LANDLORD leases to the TENANT, and the TENANT leases from the LANDLORD dwelling unit in the project known as
for a term of one year commencing
on the day of , 20 , and ending on the
day of , 20 .

2. The total rent (Contract Rent) shall be $ per month.

3. The total rent specified in Paragraph 2, above, shall include the following utilities:
(If the total rent includes all utilities, enter "ALL"; where TENANTS pay some or all utilities, enter the following additional paragraph as 3a.)
The total rent stipulated herein does not include the cost of the following utility service(s), for which the Utility Allowance is $

4350.3 REV-1 Appendix 4-D
Charges for such service(s) are to be paid directly by the TENANT to the utility company/companies providing such service(s). If the Utility Allowance exceeds the required TENANT'S share of the total housing expense per HUD-approved schedule and criteria, the LANDLORD shall pay the TENANT the amount of such excess on behalf of the Government upon receipt of funds from HUD for that purpose.

4. Of the total rent, $ shall be payable by or at the
direction of HUD as project rental assistance payments on behalf of the TENANT, and $ shall be payable by the TENANT. These
amounts shall be subject to change by reason of changes in requirements, changes in the TENANT'S family income, family composition or extent of exceptional medical or other unusual expenses in accordance with HUD- established schedules and criteria; or by reason of adjustment by HUD of any applicable Utility Allowance. Any such change shall be effective as of the date stated in a Notice to the TENANT. .

5. The TENANT's share of the rent shall be due and payable on or before the first day of each month at to
the LANDLORD, or to such other person or persons or at such places as the LANDLORD may from time to time designate in writing.

6. A security deposit in an amount equal to one month's total TENANT payment or $50, whichever is greater, shall be required at the time of execution of this Agreement, Accordingly, TENANT hereby makes a deposit of $ against any damage except reasonable wear
done to the premises by the TENANT, his/her family, guests, or agents; and agrees to pay when billed the full amount of any such damage in order that the deposit will remain intact. Upon termination of this Lease, the deposit is to be refunded to the TENANT or to be applied to any such damage or any rent delinquency. The LANDLORD shall comply with all State and local laws regarding interest payments on security deposits.

7. The LANDLORD shall not discriminate against the TENANT in the provision of services or in any other manner on the grounds of race, color, creed, religion, sex, familial status, national origin, or disability.

8. Unless terminated or modified as provided herein, this Agreement shall be automatically renewed for successive terms of One month each at the aforesaid rental, subject to adjustment as herein provided.
(a) The TENANT may terminate this Agreement at the end of the initial term or any successive term by giving 30 days written notice in advance to the LANDLORD. Whenever the LANDLORD has been in material noncompliance with this Agreement, the TENANT may in accordance with State law terminate this Agreement by so advising the LANDLORD in writing.
(b) The LANDLORD'S right to terminate this Agreement is governed by the regulation of the Secretary at 24 CFR 891.430 and Part 247 (herein referred to as the HUD Regulation). The HUD Regulation provides that the LANDLORD may terminate this Agreement only under the following circumstances:
5/03 Page 2 of 10

Appendix 4-D 4350.3 RJEV-1
(1) The LANDLORD may terminate, effective at the end of the initial term or any successive term, by giving the TENANT notification in the manner prescribed in paragraph (g)below that the term of this Agreement is not renewed and this Agreement is accordingly terminated. This termination must be based upon either material noncompliance with this Agreement, material failure to carry out obligations under any State landlord or tenant act, or criminal activity that threatens the health, safety, or right to peaceful enjoyment of their residences by persons residing in the immediate vicinity of the premises; any criminal activity that threatens the health or safety of any on-site project management staff responsible for managing the premises, or any drug-related criminal activity on or near such premises, engaged in by a resident, any member of the resident's household or other person under the resident's control; or other good cause. When the termination of the tenancy is based on other good cause, the termination notice shall so state, at the end of a term and in accordance with the termination provisions of this Agreement, but in no case earlier than 30 days after receipt by the TENANT of the notice.

Where the termination notice is based on material noncompliance with this Agreement or material failure to carry out obligations under a State landlord and tenant act, the time of service shall be in accordance with the previous sentence or State law, whichever is later.* (2) Notwithstanding subparagraph (1), whenever the
TENANT has been in material noncompliance with this Agreement, the LANDLORD may, in accordance with State law and the HUD Regulation, terminate this Agreement by notifying the TENANT in the manner prescribed in paragraph (g) below.
(c) If the TENANT does not vacate the premises on the
effective date of the termination of this Agreement, the LANDLORD may pursue all judicial remedies under State or local law for the eviction of the TENANT, and in accordance with the requirements in the HUD Regulation.
(d) The term "material noncompliance with this Agreement" shall, in the case of the TENANT, include (1) one or more substantial violations of this Agreement, (2) repeated minor violations of this Agreement which disrupt the livability of the project, adversely affect the health or safety of any person or the right of any tenant to the quiet enjoyment of the leased premises and related project facilities, interfere with the management of the project or have an adverse financial effect on the project, (3) failure of the TENANT to timely supply all required information on the income and composition, or eligibility factors of the TENANT household (including failure to meet the disclosure and verification requirements for Social Security Numbers, as provided by 24 CFR Part 5, Subpart B or knowingly providing incomplete or inaccurate information). Nonpayment of rent or any other financial obligation due under this Agreement (including any portion thereof) beyond any grace period permitted under State law shall constitute a substantial violation. The payment of rent or any other financial obligation due under this Agreement after the due date but within any grace period permitted under State law shall constitute a minor violation.
(e) The conduct of the TENANT cannot be deemed other good cause unless the LANDLORD has given the TENANT prior notice that said

4350.3 REV-1 Appendix 4-D
conduct shall henceforth constitute a basis for termination of this Agreement. Said notice shall be served on the TENANT in the manner prescribed in paragraph (g) below.
(f) The LANDLORD'S determination to terminate this Agreement shall be in writing and shall (I) state that the Agreement is terminated on a date specified therein, (2) state the reasons for the LANDLORD'S action with enough specificity so as to enable the TENANT to prepare a defense, (3) advise the TENANT that is he or she remains in the leased unit on the date specified for termination, the LANDLORD may seek to enforce the termination only by bringing a judicial action at which time the TENANT may present a defense, and (4) be served on the TENANT in the manner prescribed by paragraph (g) below.
(g) The LANDLORD'S termination notice shall be accomplished by (1) sending a letter by first class mail, properly stamped and addressed, to the TENANT at his/her address at the project, with a proper return address, and (2) serving a copy of said notice on any adult person answering the door at the leased dwelling unit, or if no adult responds, by placing the notice under or through the door, if possible, or else by affixing the notice to the door. Service shall not be deemed effective until both notices provided for herein have been accomplished. The date on which the notice shall be deemed to be received by the TENANT shall be the date on which the first class letter provided for in clause (1) herein is mailed, or the date on which the notice provided for in clause (2) is properly given, whichever is later. (h) The LANDLORD may, with the prior approval of HUD, modify the terms and conditions of the Agreement, effective at the end of the initial term or a successive term, by serving an appropriate notice on the TENANT, together with the tender of a revised Agreement or an addendum revising the existing Agreement. Any increase in rent shall, in all cases, be governed by 24 CFR Part 245, and other applicable HUD regulations. This notice and tender shall be served on the TENANT (as defined in paragraph (g)) at least 30 days prior to the last date on which the TENANT has the right to terminate the tenancy without being bound by the codified terms and conditions. The TENANT may accept it by executing the tendered revised agreement or addendum, or may reject it by giving the LANDLORD written notice at least 30 days prior to its effective date that he/she intends to terminate the tenancy. The TENANT'S termination notice shall be accomplished by sending a letter by first class mall, properly stamped and addressed to the LANDLORD at his/her address.
(i) The LANDLORD may terminate this Agreement for the
following reasons:

1. drug related criminal activity engaged in on or near the premises, by any TENANT, household member, or guest, and any such activity engaged in on the premises by any other person under the tenant's control;

2. determination made by the LANDLORD that a household
member is illegally using a drug;
5/03 Page 4 of 10

Appendix 4-D 4350.3 REV-1

3. determination made by the LANDLORD that a pattern of illegal use of a drug interferes with the health, safety, or right to peaceful enjoyment of the premises by other residents;

4. criminal activity by a tenant, any member of the
TENANT'S household, a guest or another person under the TENANT'S control:
(a) that threatens the health, safety, or right to
peaceful enjoyment of the premises by other residents (including property management staff residing on the premises); or (b) that threatens the health, safety, or right to
peaceful enjoyment of their residences by persons residing in the immediate vicinity of the premises;

5. if the TENANT is fleeing to avoid prosecution, or
custody or confinement after conviction, for a crime, or attempt to commit a crime, that is a felony under the laws of the place from which the individual flees, or that in the case of the State of New Jersey, is a high misdemeanor; or

6. if the TENANT is violating a condition of probation
or parole under Federal or State law;

7. determination made by the LANDLORD that a household
member's abuse or pattern of abuse of alcohol threatens the health, safety, or right to peaceful enjoyment of the premises by other residents;

8. if the LANDLORD determines that the tenant, any
member of the TENANT'S household, a guest or another person under the TENANT'S control has engaged in criminal activity, regardless of whether the tenant, any member of the tenant's household, a guest or another person under the tenant's control has been arrested or convicted for such activity.

9. TENANT agrees that the family income, family composition and other eligibility requirements shall be deemed substantial and material obligations of his/her tenancy with respect to the amount of rental he/she will be obligated to pay and his/her right of occupancy, and that a recertification of income shall be made to the LANDLORD annually from the date of this lease in accordance with HUD regulations and requirements.

10. TENANT agrees that the TENANT'S share of the monthly rental payment is subject to adjustment by the LANDLORD to reflect income changes which are disclosed on any of TENANT'S recertification of income, and TENANT agrees to be bound by such adjustment. LANDLORD agrees to give 30 days written notice of any such adjustment to the TENANT, by an addendum to be made a part of this lease, stating the amount of the adjusted monthly rental which the TENANT will be required to pay.

11. The TENANT shall not assign this lease, sublet the premises, give accommodation to any roomers or-lodgers, or permit the use of the premises for any purpose other than as a private dwelling solely for the

4350.3 RJEV-1 Appendix 4-D
TENANT and his/her family. The TENANT agrees to reside in this unit and agrees that this unit shall be the TENANT'S and his/her family's only place of residence.

12. TENANT agrees to pay the LANDLORD any rental which should have been paid but for (a) TENANT'S misrepresentation in his/her initial income certification or recertification, or in any other information furnished to the LANDLORD or (b) TENANT'S failure to supply income recertification when required or to supply information requested by the LANDLORD.

13. TENANT for himself/herself and his/her heirs, executors and administrators agrees as follows:
(a) To pay the rent herein stated promptly when due, without any deductions whatsoever, and without any obligation on the part of the LANDLORD to make any demand for the same;
(b) To keep the premises in a clean and sanitary condition, and to comply with all obligations imposed upon TENANTS under applicable provisions of building and housing codes materially affecting health and safety with respect to said premises and appurtenances, and to save the LANDLORD harmless from all fines, penalties and costs for violations or noncompliance by TENANT with any of said laws, requirements or regulations, and from all liability arising out of any such violations or noncompliance.
(c) Not to use premises for any purpose deemed hazardous by insurance companies carrying insurance thereon;
(d) That if any damage to the property shall be caused by his/her acts or neglect, the TENANT shall forthwith repair such damage at his/her own expense, and should the TENANT fall or refuse to make such repairs'within a reasonable time after the occurrence of such damage, the LANDLORD may, at his/her option, make such repairs and charge the cost thereof to the TENANT, and the TENANT shall thereupon reimburse the LANDLORD for the total cost of the damages so caused, (e) To permit the LANDLORD, or his/her agents, or any
representative of any holder of a mortgage on the property, or when authorized by the LANDLORD, the employees of any contractor, utility company, municipal agency or others, to enter the premises for the purpose of making reasonable inspections and repairs and replacements, (f) Not to install a washing machine, clothes dryer, or air conditioning unit in the apartment without the prior approval of the LANDLORD; and
(g) To permit the LANDLORD or his/her agents to bring
appropriate legal action in the event of a breach or
threatened breach by the TENANT of any of the covenants or provisions of this lease.

14. The TENANT is permitted to keep common household pets in his/her dwelling unit or in an independent living facility (subject to the provisions in 24 CFR Part 5, Subpart C) and the et rules promulgated under 24 CFR 5.315). Project owners may limit the number of common 5/03 Page 6 of 10

Appendix 4-D 4350.3 REV-1
household pets to one pet in each group home. (24 CFR 5.318(b) (ii)). Any pet rules promulgated by the LANDLORD are attached hereto and incorporated hereby. The TENANT agrees to comply with these rules. A violation of these rules may be grounds for removal of the pet or termination of the TENANT'S (pet owner's) tenancy (or both), in accordance with the provisions of 24 CFR Part 5, Subpart C, and applicable regulations and State or local law. These regulations include 24 CFR Part 247 (Evictions From Certain Subsidized and HUD-Owned Projects) and provisions governing the termination of tenancy under the Project Rental Assistance Contract. v
Note: The Part 5 Pet Rules do not apply to an animal used by a Tenant or visitor that is needed as a reasonable accommodation for the Tenant's or visitor's disability.
[Optional] The LANDLORD may after reasonable notice to the TENANT and during reasonable hours, enter and inspect the premises. Entry and inspection is permitted only if the LANDLORD has received a signed, written complaint alleging (or the LANDLORD has reasonable grounds to believe) that the conduct or condition of a pet in the dwelling unit constitutes, under applicable State or local law, a nuisance or a threat to the health or safety of the occupants of the project or other persons in the community where the project is located.

If there is not State or local authority (or designated agent of such an authority) authorized under applicable State or local law to remove a pet that becomes vicious, displays symptoms of severe illness, or demonstrates other behavior that constitutes an immediate threat to the health or safety of the tenancy as a whole, the LANDLORD may enter the premises (if necessary), remove the pet, and take such action with respect to the pet as may be permissible under State and local law, which may include placing it in a facility that will provide care and shelter for a period not to exceed 30 days. The LANDLORD shall enter the premises and remove the pet or take such other permissible action only if the LANDLORD requests the TENANT (pet owner) to remove the pet from the project immediately, and the TENANT (pet owner) refuses to do so, or if the LANDLORD is unable to contact the TENANT (pet owner) to make a removal request. The cost of the animal care facility shall be paid as provided in 24 CFR 5.363.' (NOTE: Paragraph 14 does not apply to individual residents of 811 Group Homes.

15. The LANDLORD agrees to comply with the requirement of all applicable Federal, State, and local laws, including health, housing and building codes and to deliver and maintain the premises in safe, sanitary decent condition.

16. The TENANT, by the execution of this Agreement, admits that the dwelling unit described herein has been inspected by him/her and meets with his/her approval. The TENANT acknowledges hereby that said premises have been satisfactorily completed and that the LANDLORD will not be required to repaint, replaster, or otherwise perform any other work, labor, or service which it has already performed for the TENANT.

The TENANT admits that he/she has inspected the unit and found it to be in good and tenantable condition, and agrees that at the end of the occupancy hereunder to deliver up and surrender said premises to the LANDLORD in as good condition as when received, reasonable wear and tear excepted.

4350.3 REV-1 Appendix 4-D

17. No alteration, addition, or improvements shall be made in or to the premises without the prior consent of the LANDLORD in writing.

The LANDORD agrees to provide reasonable accommodation to an otherwise eligible tenant's disability, including making changes to rules, policies, or procedures, and making and paying for structural alterations to a unit or common areas. The Landlord is not required to provide accommodations that constitute a fundamental alteration to the Landlord's program or which would pose a substantial financial and administrative hardship. See the regulations at 24 CFR Part 8. In addition, if a requested structural modification does pose a substantial financial and administrative hardship, the Landlord must then allow the tenant to make and pay for the modification in accordance with the Fair Housing Act.

18. TENANT agrees not to waste utilities furnished by the LANDLORD; not to use utilities or equipment for any improper or unauthorized purpose, and not to place fixtures, signs, or fences in or about the premises without the prior permission of the LANDLORD in writing. If such permission is obtained, TENANT agrees, upon termination of the lease, to remove any fixtures, signs of fences, at the option of the LANDLORD, without damage to the premises.

19. This Agreement shall be subordinate in respect to any mortgages that are now on or that hereafter may be placed against said premises, and the recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this Agreement, and the TENANT agrees to execute any such instrument without cost, which may be deemed necessary or desirable to further effect the subordination of this Agreement to any such mortgage or mortgages and a refusal to execute such instruments shall entitle the LANDLORD, or the LANDLORD'S assigns and legal representatives to the option of canceling this Agreement without incurring any expense or damage, and the term hereby granted is expressly limited accordingly.

20. Failure of the LANDLORD to insist upon the strict performance of the terms, covenants, agreements and conditions herein contained, or any of them, shall not constitute or be construed as a waiver or relinquishment of the LANDLORD'S right thereafter to enforce any such term, covenant, agreement, or condition, but the same shall continue in full force and effect.

21. In return for the TENANT'S continued fulfillment of the terms and conditions of this Agreement, the LANDLORD covenants that the TENANT may at all times, while this Agreement remains in effect, have and enjoy for his/her sole use and benefit the above described property.

22. Tenant Income Verification: The TENANT must promptly provide the LANDLORD with any letter or other notice by HUD to a member of the family that provides information concerning the amount or verification of family income in accordance with HUD requirements.

23. Tenants' rights to organize: LANDLORD agrees to allow TENANT organizers to conduct on the property the activities related to the establishment or operation of a TENANT organization set out in accordance with HUD requirements.
5/03 Page 8 of 10

Appendix 4-D 4350.3 REV-1

24. Interim recertifications:
a. The TENANT agrees to advise the LANDLORD immediately if any of the following changes occur.

1. Any household member moves out of the unit.

2. Any adult member of the household who was reported
. as unemployed on the most recent certification or
recertification obtains employment.

3. The household's income cumulatively increases by
$200 or more a month.
b. The TENANT may report any decrease in income or any change in other factors considered in calculating the Tenant's rent. Unless the LANDLORD has confirmation that the decrease in income or change in other factors will last less than one month, the LANDLORD will verify the information and make the appropriate rent reduction. However, if the TENANT'S income will be partially or fully restored within two months, the LANDLORD may delay the certification process until the new income is known, but the rent reduction will be retroactive and LANDLORD may not evict the TENANT for nonpayment of rent due during the period of the reported decrease and the completion of the certification process.

The TENANT has thirty days after receiving written notice of any rent due for the above described time period to pay or the LANDLORD can evict for nonpayment of rent.
c. If the TENANT does not advise the LANDLORD of the interim changes concerning household members or increase in income, the TENANT may be subject to eviction. The LANDLORD may evict TENANT only in accordance with the time frames and administrative procedures set forth in HUD's regulations, handbooks and instructions on the administration of multifamily subsidy programs.
d. The TENANT may request to meet with the LANDLORD to
discuss how any change in income or other factors affected his/her rent or assistance payment, if any. If the TENANT requests such a meeting, the LANDLORD agrees to meet with the TENANT and explain how the TENTANT'S rent or assistance payment, if any, was computed.

25. Attachments to the Agreement: The Tenant certifies that he/she has received a copy of the Agreement and the following attachments to the Agreement and understands that these attachments are part of the Agreement.
a. Attachment No. 1 - Certification and Recertification of Tenant Eligibility. (59 Certification)
b. Attachment No. 2 - Unit Inspection Report.
c. Attachment No. 3 - House Rules (if any).
d. Attachment No. 4 - Pet Rules

43 50.3 REV-1 Appendix 4-D
5/03 Page 10 of 10
WITNESS:

LANDLORD
Date By:

TENANT
Date

RIDER TO PARTICIPATION AGREEMENT DATED FOR REFERENCE PURPOSES AS OF AUGUST 1,2005 BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO (the "AGENCY") AND MARINA TOWER ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP (the "PARTICIPANT"), CONCERNING PROPERTY LOCATED IN THE CITY OF VALLEJO, CALIFORNIA (the "PROJECT") Notwithstanding anything to the contrary setf orth in the Participation Agreement, or any one or more of the other documents (the "Loan Documents") evidencing or securing the Agency's $750,000 loan to the Participant (the "Loan"), the Agency makes the covenants set forth in this Rider.

1. The Agency will give Union Bank of California, N.A., together with its affiliates, successors and assigns, (the "Limited Partner") a copy of any written notice it gives to the Participant under the Loan Documents.

2. The Agency will give the Limited Partner until ten (10) days after the later of (a) the expiration of Participant's applicable cure period under the Loan Documents, or (b) the Limited Partner's receipt of such notice to cure a non-payment of any sum due under the Loan Documents.

3. The Agency will give the Limited Partner until thirty (30) days after the later of (a) the expiration of Participant's applicable cure period under the Loan Documents, or (b) the Limited Partner's receipt of such notice to cure any other defaultu nder the Loan Documents.

4. If a default is incapable of being cured within thirty (30) days, the Agency will give the Limited Partner such additional time as is reasonably necessary to cure such default provided it has commenced to cure such default within thirty (30) days and diligently proceeds to cure such default.

5. If the Limited Partner makes any such payment or otherwise cures such default, the Agency will accept such action as curing the respective default under the Loan Documents.

6. The Agency will permit the Limited Partner to transfer its limited partner interest to any person or entity at any time provided that, if at such time the Limited Partner has not made 100% of the capital contributions it is required to make to the Participant, the Limited Partner shall remain liable to the Participantf or such capital contributions. Any transfer under this paragraph will constitute an "Approved Transfer" under the Loan Documents.

7. The Agency will permit the Limited Partner to remove the general partner of the Participant in accordance with the Participant's partnership agreement, provided that the substitute general partner shall be acceptable to the Agency in its reasonable discretion. An affiliate of the Limited Partner shall be an acceptable substitute general partner. Any transfer under this paragraph will constitute an "Approved Transfer" under the Loan Documents. 851153v2 05137/0042

8. The Agency will permit insurance and condemnation proceeds to be used to rebuild the Project.

9. If the Project cannot be restored on or before the maturity date of the Loan, the Agency will extend such maturity date for so long as may be required to restore the Project, provided the Participantp rovides evidence acceptable to the Agency in its reasonable discretion that (i) the Participant has or will have sufficient funds to pay all construction period interest and (i) the Participant has a valid permanentl oan commitment, in an amount sufficient to fully repay the Loan, that will expire prior no earlier than a date that is at leastSO days beyond such extended maturity date.

10. The Agency has not and will not cross-default or cross-collateralize the Loan with any other loan.

11. Limited Partner is intended to be a directb eneficiary of the covenants setf orth in this Rider and shall be entitled to bring an action to enforce the same independent of any rights of the Participant.

12. No portion of the Loan has been or will be made from federal funds.

13. This Rider is hereby incorporated into the Participation Agreement. 851153v2 05137/0042

1 – FIRST AMENDMENT TO PARTICIPATION AGREEMENT

RECORDING REQUESTED BY
and WHEN RECORDED RETURN TO:

City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
ATTN: City Manager

SPACE ABOVE THIS LINE FOR RECORDER’S USE

FIRST AMENDMENT TO PARTICIPATION AGREEMENT

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this
“Amendment”), is made and entered into as of _____________ __, 202_, by and among the CITY OF VALLEJO, CALIFORNIA (“City”), and MARINA TOWERS INVESTMENTS, LP, a Delaware limited partnership (“Participant”).

W I T N E S S E T H:

WHEREAS, Marina Towers Associates, a California limited partnership (“Previous Participant”), and the Redevelopment Agency of the City of Vallejo (“ RDA”) entered into that certain Participation Agreement dated as of August 1, 2005 (the “Agreement”), a memorandum of which was recorded on August 31, 2005, as Document No. 200500134045, in the Official Records of Solano County, California (the “ Official Records”) relating to a multifamily rental housing project known as Marina Towers, located on the real property described in Exhibit “A” attached hereto (the “ Project”) in consideration for RDA’s contribution to the acquisition, construction, and rehabilitation of the Project.

WHEREAS, Participant is the successor -in-interest of the Previous Participant , and City is the successor-in-interest of RDA;
WHEREAS, Participant is obtaining a mortgage loan (the “FHA Loan”) in the amount of _______________[TBD]___________________ and 00/100 Dollars ($___[tbd]__) from Lument Real Estate Capital, LLC , a Delaware limited liability company (“Lender”), to be secured by a Multifamily Deed of Trust, Assignment of Leases and Rents and Security Agreement (the “Deed 2 – FIRST AMENDMENT TO PARTICIPATION AGREEMENT
of Trust”), which FHA Loan shall be insured by the U.S. Department of Housing and Urban Development Federal Housing Administration ( “HUD”) pursuant to Section 207, pursuant to Section 223(f) of the National Housing Act of 1934, as amended; and WHEREAS, as a condition of insuring the FHA Loan, HUD requires that the Agreement be amended to made subordinate to the Deed of Trust;
NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Definitions. All references to “Agency” in the Agreement are hereby deleted and replaced with “City ”, as this term is defined in this Amendment. Unless otherwise defined, all other capitalized terms used herein shall have the meanings assigned to them in the Agreement.

Section 2. HUD Requirements . The Agreement is hereby amended to add a new Section 900 as follows:
“IX. [§900] HUD Requirements. The HUD Rider to Participation Agreement attached hereto as Exhibit K, is incorporated by reference into this Agreement for such time as the Project is subject to a mortgage, deed of trust or security instrument insured or held by the U.S. Department of Housing and Urban Development by and through the Secretary, his or her successors, assigns or designates (“HUD”).” Section 3. HUD Rider to Participation Agreement. Exhibit “B” to this Amendment is hereby added to the Agreement as Exhibit “K” and shall be incorporated by reference into the Agreement.

Section 4. The Agreement is hereby amended, ratified, approved, and is in full force and effect. To the extent of any inconsistency between the provisions of the Agreement and the provisions of the HUD Rider to Participation Agreement, the provisions of the HUD Rider to Participation Agreement shall control.

Section 5. Reaffirmation of Agreement . City and Participant each hereby reaffirms each of the provisions of the Agreement and confirms that the Agreement, as amended, and each of the terms and provisions thereof shall remain in full force and effect for the term thereof.

Section 6. Execution of Counterparts . This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[Signatures on following pages]
3 – FIRST AMENDMENT TO PARTICIPATION AGREEMENT
IN WITNESS WHEREOF, City and Participant have executed this First Amendment to Participation Agreement, by duly authorized representatives, all as of the date first above written.

WARNING: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to: 18 USC 1001, 1010, 1012; 13 USC 3729, 3802; 24 CFR Parts 25, 28 and 30; and 2 CFR Parts 180 and 2424.

CITY:

CITY OF VALLEJO

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 California )
) SS
County of Solana )

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

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

WITNESS my hand and official seal.

Signature: ____________________________[Seal]

[Signatures continued on the following page]
4 – FIRST AMENDMENT TO PARTICIPATION AGREEMENT
WARNING: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to: 18 USC 1001, 1010, 1012; 13 USC 3729, 3802; 24 CFR Parts 25, 28 and 30; and 2 CFR Parts 180 and 2424.

PARTICIPANT:

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

5 – FIRST AMENDMENT TO PARTICIPATION AGREEMENT

STATE OF _______ )
) ss:

COUNTY OF __________ )

On _____________________, 2024, before me, ______________________________, a notary public, personally appeared ________________________, known to me to be the person whose name is subscribed in the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her 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.

_____________________________________
NOTARY PUBLIC in and for the _________
6 – FIRST AMENDMENT TO PARTICIPATION AGREEMENT

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 California )
) SS
County of _______________ )

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

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

WITNESS my hand and official seal.

Signature: _______________________________________ [Seal]

7 – EXHIBIT A

EXHIBIT A TO AMENDMENT

Description of Real Property

8 – EXHIBIT B

EXHIBIT B TO AMENDMENT

Hud Rider to Participation Agreement

EXHIBIT C

HUD RIDER TO PARTICIPATION AGREEMENT

This Rider to Participation Agreement (“Rider”), made as of ______________, 202_, by MARINA TOWERS INVESTMENTS, LP, a Delaware limited partnership (“Participant”), and the CITY OF VALLEJO CALIFORNIA (“City”).

WHEREAS, Participant has obtained financing from Lument Real Estate Capital, LLC , a Delaware limited liability company (the “Lender”), for the benefit of the project known as Marina Towers (the “Project”), which loan is secured by a Multifamily Deed of Trust, Assignment of Leases and Rents, and Security Agreement ( “Security Instrument”) dated as of _________________, 1, 2025, and recorded in the official records of Solano County, California (the “Records”) on even date concurrently herewith and is insured by the United States Department of Housing and Urban Development (“HUD”);
WHEREAS, Participant’s predecessor-in-interest, Marina Tower Associates, a California limited partnership, received a contribution from City’s predecessor -in-interest for the acquisition, construction, and rehabilitation of the Project pursuant to certain restrictions were recorded against the Project;
WHEREAS, Participant’s predecessor-in-interest entered into that certain Participation Agreement with respect to the Project dated as of August 1, 2005, a memorandum of which was recorded on August 31, 2005, in the Records as Document No. 200500134045 (the “Restrictive Covenants”).

WHEREAS, HUD requires as a condition of its insuring Lender ’s financing to the Project, that the lien and covenants of the Restrictive Covenants be subordinated to the lien, covenants, and enforcement of the Security Instrument; and

WHEREAS, City has agreed to subordinate the Restrictive Covenants to the lien of the Mortgage Loan in accordance with the terms of this Rider.

NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

(a) In the event of any conflict between any provision contained elsewhere in the Restrictive Covenants and any provision contained in this Rider, the provisions contained in this Rider shall govern and be controlling in all respects as set forth more fully herein. (b) The following terms shall have the following definitions:
9 – EXHIBIT B
“Code” means the Internal Revenue Code of 1986, as amended.

“HUD” means the United States Department of Housing and Urban Development.

“HUD Regulatory Agreement ” means the Regulatory Agreement between Participant and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time.

“Lender” means Lument Real Estate Capital, LLC, a Delaware limited liability company, its successors and assigns.

“Mortgage Loan ” means the mortgage loan made by Lender to Participant pursuant to the Mortgage Loan Documents with respect to the Project.

“Mortgage Loan Documents ” means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan.

“National Housing Act ” means the National Housing Act , 12 USC § 1701 et seq., as amended.

“Program Obligations” has the meaning set forth in the Security Instrument.

“Residual Receipts ” has the meaning specified in the HUD Regulatory Agreement.

“Security Instrument ” means the Multifamily Deed of Trust, Assignment of Leases and Rents and Security Agreement from Participant in favor of Lender, as the same may be supplemented, amended or modified.

“Surplus Cash” has the meaning specified in the HUD Regulatory Agreement.

(c) Notwithstanding anything in the Restrictive Covenants to the contrary, the provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents and Program Obligations are collectively referred to herein as the “ HUD Requirements”). Participant covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or the Restrictive Covenants. In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements.

Notwithstanding the foregoing, nothing herein limits City ’s ability to enforce the terms of the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. Participant represents and warrants that to the best of Participant ’s knowledge the Restrictive Covenants impose no terms or requirements that conflict with the National Housing Act and related regulations. 10 – EXHIBIT B
(d) In the event of foreclosure (or deed in lieu of foreclosure), the Restrictive Covenants (including without limitation, any and all land use covenants and/or restrictions contained herein) shall automatically terminate.

(e) Participant and City acknowledge that Participant’ s failure to comply with the covenants provided in the Restrictive Covenants does not and will not serve as a basis for default under the HUD Requirements, unless a separate default also arises under the HUD Requirements.

(f) Except for C ity’s reporting requirement, in enforcing the Restrictive Covenants City will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against:

i. Available Surplus Cash, if Participant is a for-profit entity; ii. Available distributions of S urplus Cash and R esidual Receipts authorized for release by HUD, if Participant is a limited distribution entity; iii. Available Residual Receipts authorized for release by HUD, if Participant is a non-profit entity; or
iv. A HUD-approved collateral assignment of any HAP contract.

(g) For so long as the Mortgage Loan is outstanding, Participant and City shall not further amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of non-substantive matters, without HUD’s prior written consent.

(h) Subject to the HUD Regulatory Agreement, C ity may require Participant to indemnify and hold C ity harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against C ity relating to the subordination and covenants set forth in the Restrictive Covenants, provided, however, that Participant ’s obligation to indemnify and hold City harmless shall be limited to available S urplus Cash and/ or Residual Receipts of Participant.

(i) [Intentionally omitted].

The statements and representations contained in this rider and all supporting documentation thereto are true, accurate, and complete. This certification has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring a multifamily loan, and may be relied upon by HUD as a true statement of the facts contained therein.

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

CONSENT CALENDAR 8.H.

DATE: April 22, 2025
TO: Mayor and Members of the City Council
FROM: Andrew Murray, City Manager
SUBJECT: NOTICE OF INTENT TO AMEND FISCAL YEAR (FY) 2024-25 GENERAL FUND BUDGET TO APPROPRIATE $52,000 OF UNASSIGNED GENERAL FUND BALANCE TO SUPPLEMENT ENTERTAINMENT FUNDING FOR THE 2025 SOLANO COUNTY FAIR (STEP 1)

RECOMMENDATION
Consider adopting a notice of intent to amend the Fiscal Year (FY) 2024-25 General Fund budget to appropriate $52,000 of unassigned General Fund balance to supplement entertainment funding for the 2025 Solano County Fair (“Fair”).

REASONS FOR RECOMMENDATION
City staff recommends that the City Council consider this funding request to be responsive to a community member.

BACKGROUND AND DISCUSSION
Some community members have expressed the opinion that it would benefit residents as well as create positive marketing for the City if the City could attract higher profile performers to large scale musical entertainment events. Residents would be able to enjoy the entertainment and Vallejo would attract more visitors and create a positive impression. There are a few large scale musical entertainment events in the City each year, including those organized by private producers at Mare Island and the entertainment incorporated into the annual Fair at the fairgrounds. There are also performances by local artists, some of which are prominent, such as LaRussell, and a number of smaller musical entertainment events.

A number of community members have also expressed that the City should try to create greater economic development through the support and cultivation of the entertainment economy.

An active and well-known local event producer, Mz. Askari Sowonde, has had a vision of bringing higher profile, national level entertainment to Vallejo as a pilot to demonstrate the positive community and economic development impacts it would create. After considering a few different models, including a series of musical events over the course of the year, she is advocating for bringing national level entertainment to the Fair in June 2025. She is specifically advocating for bringing performers such as Tasha Cobbs Leonard or Marvin Sapp and En Vogue or Sheila E to the Fair. She believes that more widely known, prominent acts such as these will be a regional draw.

The Fair will run for four days in 2025, Thursday June 12, 2025 through Sunday June 15, 2025. Mz. Askari envisions having either Tasha Cobbs Leonard or Marvin Sapp perform on the main stage on opening night and having En Vogue or Sheila E perform on the main stage on Saturday night. These performers would need to be supported by opening acts.

The Fair allocates a limited budget for musical entertainment. It anticipates increasing this budget over time as it builds back Fair visitation and attractions. Mz. Askari is requesting that the City provide $52,000 to

Date: April 22, 2025
Subject: NOTICE OF INTENT TO AMEND FISCAL YEAR (FY) 2024-25 GENERAL FUND BUDGET TO APPROPRIATE $52,000 OF UNASSIGNED GENERAL FUND BALANCE TO SUPPLEMENT ENTERTAINMENT FUNDING FOR THE 2025 SOLANO COUNTY FAIR (STEP 1)

supplement the funds that the Fair budgets for entertainment, which will be $100,000 for main acts and $60,000 for ground acts this year. The Fair is supportive of this request for City funding support.

This request for City funding is time sensitive as the vision is to have national level entertainment perform at the Fair in June 2025. Therefore, this funding request could not wait to be handled through the normal budget development process that is underway to create the FY 2025-26 budget. City staff do not have a mechanism to forecast the community and economic impact that would be created by bringing national level entertainment to the Fair this year.

FISCAL IMPACT
The fiscal impact of this budget amendment would be to appropriate $52,000 of unassigned General Fund balance to supplement the budget for entertainment at the 2025 Fair in order to bring national level entertainment to the Fair. This would reduce the City’s year-end unassigned fund balance for FY 2024-25 by $52,000, which would therefore not be available for other purposes.

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
Andrew Murray, City Manager (707) 648-4565
[email protected]

ACTION ITEM 9.A.

DATE: April 22, 2025
TO: Mayor and Members of the City Council
FROM: Arthur Gonzales, Interim Fire Chief
SUBJECT: ADOPT A RESOLUTION APPROVING THE EQUIPMENT PURCHASE AGREEMENT WITH L.N. CURTIS & SONS FOR PROTECTIVE EQUIPMENT AND TOOLS FOR THE

FIRE DEPARTMENT AND POLICE DEPARTMENT IN THE NOT TO EXCEED AMOUNT OF $1,100,000.00 AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

RECOMMENDATION
Adopt the resolution approving the Equipment Purchase Agreement for the purchase of equipment, materials and supplies from L.N. Curtis & Sons (including their Blue Line Division) in an amount not to exceed $1,100,000.00 for the Vallejo Fire Department and the Vallejo Police Department pursuant to the Master Price Agreement between the Public Procurement Authority and L.N. Curtis & Sons, as amended; and authorize the City Manager to execute the same.

REASONS FOR RECOMMENDATION
Each fiscal year, the Fire Department and Police Department must purchase various equipment, supplies, and materials for the support of delivering public safety services to the citizens of Vallejo. L.N. Curtis & Sons is one of the vendors that Fire and Police routinely place orders with. Examples of goods purchased include personnel protective equipment, hand tools, and ballistic vests.

BACKGROUND AND DISCUSSION
The Fire and Police Departments utilize numerous vendors to purchase goods to use in their daily operations.

Many of these goods are specialty items with a limited number of vendors supplying specific products. L.N.

Curtis & Sons of Oakland has provided the Fire Department with equipment, supplies and materials over 15 years. The Police Department has recently begun using Curtis Blue Line, the law enforcement division of L.N.

Curtis & Sons, to provide the department with special law enforcement equipment and supplies.

Examples of goods purchased through L.N. Curtis & Sons include:

Turnouts – the personal protective equipment (PPE) that firefighters wear when responding to emergency calls. A PPE is replaced if beyond repair or if it has reached the end of its recommended service life (10 years), as the jackets and pants have expiration dates.

Boots – include structure, station, and wildland boots for firefighters, fire prevention staff, and crime scene investigators.

Ballistic vests – often called bulletproof vests, an item of personal armor that helps absorb the impact and reduce or prohibit penetration to the body from firearm projectiles. Ballistic vests are required for certain assignments at the VPD for sworn and civilian staff. All police officers receive a ballistic vest upon hire and when replacement is necessary due to the expiration date of the vest.

Other police goods – include external vest carriers, duty gear, gear bags, and helmets.

Date: April 22, 2025
Subject: ADOPT A RESOLUTION APPROVING THE EQUIPMENT PURCHASE AGREEMENT WITH L.N. CURTIS & SONS FOR PROTECTIVE EQUIPMENT AND TOOLS FOR

THE FIRE DEPARTMENT AND POLICE DEPARTMENT IN THE NOT TO EXCEED AMOUNT OF $1,100,000.00 AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

Other fire goods – include helmets, gloves, hoods, shrouds, goggles, hoses, and rescue tools.

Staff are recommending a purchase agreement with L.N. Curtis & Sons through June 30, 2028, with two one- year options to extend the agreement, not to extend past June 30, 2030.

The amount of goods ordered will vary each fiscal year depending on the following issues: new personnel hired, replacement cycle of equipment, outdated equipment, and available budget. Every purchase made by departments will go through the department’s purchase approval process.

Vendor Selection
Vallejo Municipal Code section 3.20.090(A)(7) authorizes the purchase of goods through contracts of other governmental agencies or cooperative purchasing agreements. Staff recommend utilizing the following two agreements:

1. National Purchasing Partners Master Agreement dated May 2024, for Fire Department equipment.

2. National Purchasing Partners Master Agreement dated May 2024, for Police Department equipment.

National Purchasing Partners Government Division is a cooperative purchasing organization owned by Virginia Mason, a non-profit healthcare center in Seattle, WA. NNPGov contracts are established through a Public Request for Proposal process conducted by one of NPPGov’s public entity members. The public entity serves as the lead public agency and may be a fire department, city or any other governmental entity.

In this instance, the Request for Proposals was advertised in the Daily Journal of Commerce, USA Today, nppgov.com, ppa-or.gov, and findrfp.com for an approximate period of six weeks. Six vendors submitted proposals, which were evaluated based on criteria contained in the RFP. Four national and one regional vendor were selected based on the evaluations.

FISCAL IMPACT
No additional appropriations are being requested at this time. With the authorization of this purchase agreement, each department will be responsible for ensuring they have adequate funds in their approved budgets before placing orders for goods.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has 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. L.N. Curtis Resolution CAO Stamp

2. Equipment Purchase Agreement LNC

3. Attachment 1

CONTACT
Date: April 22, 2025
Subject: ADOPT A RESOLUTION APPROVING THE EQUIPMENT PURCHASE AGREEMENT WITH L.N. CURTIS & SONS FOR PROTECTIVE EQUIPMENT AND TOOLS FOR

THE FIRE DEPARTMENT AND POLICE DEPARTMENT IN THE NOT TO EXCEED AMOUNT OF $1,100,000.00 AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME.

Arthur Gonzales, Interim Fire Chief
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 25- ______________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE PURCHASE OF PUBLIC SAFETY EQUIPMENT FOR THE FIRE AND POLICE DEPARTMENTS FROM L.N. CURTIS &

SONS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT ON BEHALF OF

THE CITY
WHEREAS, the Fire and Police Departments of the City of Vallejo utilize various vendors to procure essential equipment for daily operations; and
WHEREAS, many of these goods are specialized items with a limited number of vendors supplying specific products necessary for public safety operations; and WHEREAS, L.N. Curtis & Sons of Oakland has provided the Fire Department with equipment, supplies, and materials for over 15 years and has recently begun supplying the Police Department through its law enforcement division, Curtis Blue Line; and WHEREAS, examples of essential equipment procured through L.N. Curtis & Sons include, but are not limited to Fire Department Equipment: personal protective equipment (PPE) such as turnouts (firefighter jackets and pants), structure, station, and wildland boots, helmets, gloves, hoods, shrouds, goggles, hoses, and rescue tools; Police Department Equipment: ballistic vests, external vest carriers, duty gear, gear bags, helmets, and other specialized law enforcement equipment; and
WHEREAS, turnouts and ballistic vests have expiration dates, requiring regular replacement to ensure safety and compliance with industry standards; and WHEREAS, staff recommend entering into a purchase agreement with L.N. Curtis & Sons through June 30, 2028, with two one-year extension options, not to exceed June 30, 2030; and WHEREAS, the quantity of goods ordered each fiscal year will depend on factors including personnel hires, equipment replacement cycles, outdated equipment, and available budget, with all purchases subject to the respective department’s purchase approval process; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approves the purchase of public safety equipment from L.N. Curtis & Sons and authorizes the City Manager to execute the necessary agreement on behalf of the City.

AYES:

NOES:

ABSENT:
____________________________________

ANDREA SORCE, MAYOR
ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Equipment Purchase Agreement (Rev. 2017) 1

EQUIPMENT PURCHASE AGREEMENT

This Equipment Purchase Agreement ("Agreement") is made at Vallejo, California, dated for reference this ______ day of __ , 2025___, by and between the City of Vallejo, a municipal corporation ("City"), and L.N. Curtis & Sons., a California corporation, hereinafter referred to as “Vendor,“ who agree as follows:

1. Products. Subject to the terms and conditions set forth in this Agreement, Vendor shall provide the City products as specified in Exhibit A, entitled “Equipment.”

2. Payment. City shall pay Vendor 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 Vendor for materials rendered pursuant to this Agreement.

3. Facilities and Equipment. Vendor 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. Vendor 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, Vendor’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 Vendor ’s operations, or any subcontractor’s operations, to be performed under this agreement for Vendor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury inc luding, 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 Vendor, 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 provisions of this section shall survive the expiration or termination of this Agreement.

5. Insurance Requirements. Vendor 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. Vendor 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 shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone

Equipment Purchase Agreement (Rev. 2017) 2

numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Vendor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Vendor’s family, business, real property or financial interests and the materials to be provided under this Agreement. Vendor 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 Vendor’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 Vendor shall disclose such conflict in writing to City. Every individual who performs services on behalf of Vendor pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Vendor is an independent contractor. Neither Vendor nor any of Vendor’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 Vendor only insofar as the results of Vendor’s materials rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Vendor accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Vendor represents and warrants to City that all vendor services shall be provided by a person or persons duly licensed by the State of California to provide the type of materials to be performed under this Agreement and that Vendor has all the permits, qualifications and approvals of whatsoever nature which are legally required for Vendor to practice its profession. Vendor represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Vendor to practice its profession.

10. Business License. Vendor, and its subcontractors , 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 Vendor until such business license(s) has been obtained.

Equipment Purchase Agreement (Rev. 2017) 3

11. Standard of Performance. Vendor shall provide all materials 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 Vendor’s profession currently practicing in California.

Vendor 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.

Vendor’s responsibilities under this section shall not be delegated. Vendor shall be responsible to City for acts, errors, or omissions of Vendor’s subcontractors.

12. 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 Vendor is unable to meet the completion date or schedule of materials, Vendor 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.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Term. The term of this Agreement shall commence u pon issuance of purchase order and shall continue in full force and effect until June 30, 2028.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Vendor. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed June 30, 2030.

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, Vendor agrees to terminate any materials supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

15. 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 Vendor.

Upon receipt of a notice of termination, Vendor shall provide not materials except as specified in the notice. Before the date of termination, Vendor shall deliver to City all City

Equipment Purchase Agreement (Rev. 2017) 4

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 Vendor for materials performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all materials 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 materials performed shall be based on an amount mutually agreed to by City and Vendor for the portion of work completed in conformance wit h this Agreement before the date of termination. In addition, the City will reimburse Vendor 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.

16. Products of Vendors 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 Vendor resulting from materials rendered pursuant to this Agreement, shall become the property of City. Vendor 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 equipment purchase and that the Vendor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the equipment purchase.

17. Assignment and Subcontracting. Vendor 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.

18. 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.

19. Non-Discrimination/Fair Employment Practices. Vendor 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 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.

Equipment Purchase Agreement (Rev. 2017) 5

Vendor 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.

In all solicitations either by competitive bidding or negotiations made by Vendor for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Vendor of Vendor’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Vendor shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Vendor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

20. 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 Fire: Natassia Santos
Administrative Analyst
Fire Department
970 Nimitz Avenue
Vallejo, CA 94592
If to Police: Awab Manzoor
Administrative Analyst
Police Department
111 Amador Street
Vallejo, CA 94590

If to Vendor: L.N. Curtis & Sons
1800 Peralta Street
Oakland, CA 94607

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.

24. 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

Equipment Purchase Agreement (Rev. 2017) 6

amended or modified except by a written agreement executed by each of the parties hereto.

25. 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.

26. 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 such courts, and consent to service of process issued by such courts.

27. 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.

28. 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.

29. 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.

30. 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.

31. Compliance with Laws. Vendor will comply with all statutes, regulations and ordinances in the performance of all materials under this Agreement.

32. Confidentiality of City Information. During the performance under this Agreement, Vendor 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. Vendor agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Vendor’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

Equipment Purchase Agreement (Rev. 2017) 7

need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Vendor shall treat all records and work product prepared or maintained by Vendor in the performance of this Agreement as confidential.

A violation by Vendor of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Vendor’s obligations under this section shall survive the completion of materials rendered, expiration or termination of this Agreement.

33. News and Information Release. Vendor 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.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. 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.

36. 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.

37. Authority. The person signing this Agreement for Vendor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Vendor.

38. 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

[SIGNATURES ON FOLLOWING PAGE]

Equipment Purchase Agreement (Rev. 2017) 8

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

L.N. Curtis & Sons,
a California corporation

By:

JEFFREY R. CURTIS
Vice President

DATE:

Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By:

Andrew Murray
City Manager

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO CONTENT:

Arthur Gonzales
Interim Fire Chief

APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

Equipment Purchase Agreement (Rev. 2017) Page 1 of 1
Exhibit A

EXHIBIT A

EQUIPMENT

1. Representatives. The City Representative for this Agreement is:

Fire: Natassia Santos
Administrative Analyst
Fire Department
970 Nimitz Avenue
Vallejo, CA 94592
Police: Awab Manzoor
Administrative Analyst
Police Department
111 Amador Street
Vallejo CA 94590

The Vendor’s Representative for this Agreement is:

Fire: Shawn Sweeney

(530) 308-9575
[email protected]
Police: Brett Viboch

(510) 368-8309

[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 Vendor Representative and City’s Representative.

2. Equipment to be Provided. The equipment provided shall be noted in Attachment 1..

Equipment Purchase Agreement (Rev. 2017) Page 1 of 2
Exhibit B

EXHIBIT B

Compensation

1. Vendor’s Compensation. City agrees to pay Vendor, at the rate(s) specified in Attachment 1, for a total not to exceed $1,100,000.00$ during the term of the Agreement.

All pricing shall be F.O.B. destination in Vallejo, California.

2. Invoicing. Invoices must be 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.

3. Payment. Payment is due thirty (30) days after the City has approved the invoice or after the City has accepted the goods, whichever occurs later.

Request for payment shall be sent to:

Fire: Natassia Santos
Administrative Analyst
Fire Department
970 Nimitz Avenue
Vallejo, CA 94592
Police: Awab Manzoor
Administrative Analyst
Police Department
111 Amador Street
Vallejo, CA 94590

4. Accounting Records of Vendor. Vendor shall maintain for three (3) years after completion of all materials hereunder, all records under this A greement, including, but not limited to, records of Vendor’s direct salary costs for all Materials and Additional Materials performed under this Agreement and records of Vendor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Vendor 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 Vendor under this section shall survive this Agreement.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 2
Exhibit B

5. Taxes. Vendor shall pay, when and as due, any and all taxes incurred as a result of Vendor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6. Taxpayer Identification Number. Vendor shall provide City with Vendor’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.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 2
Exhibit C

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 t he Vendor, their agents, representatives, or employees or subcontractors.

1. Minimum Limits of Insurance. Vendor shall maintain limits no less than:

A. General Liability: $2 ,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/location 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. (IF VENDOR IS DELIVERING ITEM THIS IS REQUIRED. IF ITEM IS SHIPPED REMOVE THIS SECTION.)

C. Workers’ Compensation and Employer's Liability: $1,000,000 per accident for bodily injury or disease. If Vendor is not subject to California Workers’ Compensation requirements, Vendor shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder. (IF AUTO MOBILE LIABILITY IS REQUIRED THEN THIS SECTION IS ALSO REQUIRED. IF AUTOMOBILE LIABILITY IS NOT REQUIRED, REMOVE THIS

SECTION)

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.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 2
Exhibit C

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.

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.

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Vendor’s performance under this Agreement. ( REMOVE THIS SECTION IF WORKERS’

COMPENSATION IS NOT REQUIRED)

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 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.

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.

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY

5.11 Tactical Clothing 30% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.d. Firefighting Apparel & Station-wear

5.11 Uniforms 20% Sourcewell 090122 (Law Enforcement Equipment)

5.11 Concealment and plainclothes 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2D. Uniforms and Accessories

5.11 Eyewear 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2E. Uniforms and Accessories

5.11 Bags 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2F. Uniforms and Accessories Agility Technologies Rescue Kits 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Aimpoint Holding (Amend 3) Tactical Equipment 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1C. Equipment Air Shelters USA/Zumro Shelters 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Ajax Chisels, Pneumatic 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Aker Leather (Amend 2) Duty Gear 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1D. Equipment Akron Brass Nozzles, Hose 26%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Akron Brass Waterflow Equipment 26%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Akron Brass Lighting and mounts 20%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Allegro Ventilation Systems 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Amerex Fire extinguishers 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.c. Firefighting suppression; Ansul Foam, Firefighting 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.c. Firefighting suppression; Ansul Fire extinguishers 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.c. Firefighting suppression; Arctic Compressor Compressors, Breathing Air, Fill Stations, Storage Systems 1% Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 2.a.i. Breathing Air Compressor Systems (mobile and stationary) ASP Restraints 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1K. Equipment ASP Less Lethal Equipment 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment ASP Training and Safety Equipment 20% Sourcewell 090122 (Law Enforcement Equipment) Avon SCBA Parts & Accessories 5%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); Avon/Team Wendy Helmets 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.b. Helmets, Hoods Avon Tactical Equipment & Protective Masks 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Bates Duty Gear 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 3E. Weapons and Ammunition Bayco (Amend 3) Tactical Equipment 24% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Benchmade Knives 25% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2C. Uniforms and Accessories Blackhawk Duty Gear 30% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1J. Equipment Blackinton Badges 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Blackinton Badges and ID Cards 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Blauer Traffic Safety & Control Equipment 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Blauer Uniforms 10% Sourcewell 090122 (Law Enforcement Equipment) Broco Tactical Equipment 8% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1B. Equipment Bullard Thermal Imagers 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.e. Thermal imaging and similar situational awareness equipment; Bullard Thermal Imagers, Model TSX 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.e. Thermal imaging and similar situational awareness equipment; Bullard Helmets, Wildland 25% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.b. Helmets, Hoods Bulldog Hose Hose, Firefighting 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; C & S Supply Nozzles, Hose 20%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; C & S Supply Waterflow Equipment 20%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; CET Pumps, Firefighting 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.b. Fire pumps, skid units, and compressed air foam systems (CAFS); CET Skid Unit 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.b. Fire pumps, skid units, and compressed air foam systems (CAFS); Circul-Air Garment Washers, Dryers and Accessories 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.e. Extractors, Laundry Machines, Mechanical Dryers, Drying & Storage Racks CMC Rope Rescue Equipment 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; CMC Tools, Rescue 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; CMC Tactical Equipment 10% Sourcewell 090122 (Law Enforcement Equipment) Cornerstone Uniforms 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Council Tools Tools, Hand Firefighting Attack 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Crew Boss Clothing, Rescue 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Crew Boss Clothing, Wildland 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY Crew Boss Clothing, Station Wear 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.d. Firefighting Apparel & Station-wear Curtis Blue Line Uniform Alterations 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1J. Equipment CurtisCARE Service and Maintenance, Heavy Rescue Tools 2% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

CurtisCARE Product Familiarization, Heavy Rescue Tools 2% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

CurtisCare Care & Maintenance, PPE 2% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories CurtisCARE Service and Maintenance, MSA SCBA 2%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment)

1.a.iii. Self-Contained Breathing Apparatus (SCBA); Service – Maintenance, Service & Testing
CurtisCARE Testing, Mask Fit 2%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment)

1.a.iii. Self-Contained Breathing Apparatus (SCBA); Service – Maintenance, Service & Testing
CurtisCARE Service and Maintenance, Breathing Air Compressors 2% Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment)

2.a.ii. Breathing Air Compressor Systems; Service – Maintenance, Service & Testing
CurtisCARE Testing, Cylinder Hydrotesting 2%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment)

2.a.ii. Breathing Air Compressor Systems; Service – Maintenance, Service & Testing
CurtisCare Training, Depolyment Support, Testing & Maintenance 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Damascus Protective Gear 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 3B. Weapons and Ammunition Danner/LaCrosse Boots, Wildland 25% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Danner/LaCrosse Boots, Station 25% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.d. Firefighting Apparel & Station-wear Danner Duty Gear 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1B. Equipment DFND Clothing, Base Layer 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Dicke Safety Products Traffic Safety & Control Equipment 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2E. Uniforms and Accessories Duo Safety Ladders 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.h. Portable ladders;
DuPont Clothing, HAZMAT Ensembles 20% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Edward Garments Duty Gear 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 3B. Weapons and Ammunition Elbeco (Amend 6) Uniforms 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2C. Uniforms and Accessories Elbit Systems of America (Amend 3) Firearms Accessories 1% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1L. Equipment Elkhart Brass Nozzles, Hose 23%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Elkhart Brass Waterflow Equipment 23%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; EOTech Firearms Accessories 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories ESS Goggles Eye Protection 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories ESS Protective Gear 25% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1G. Equipment ESS Eyewear 25% Sourcewell 090122 (Law Enforcement Equipment) LE Category 3E. Weapons and Ammunition ESS Firearms Accessories 25% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1B. Equipment Euramco Ventilation Systems 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Euramco Fans 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Flying Cross/Fechheimer Uniforms 30% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2C. Uniforms and Accessories Federal Signal Vehicle Equipment 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1D. Equipment Federal Signal - Stinger Spikes (Amend 6) Vehicle Equipment 20%
1% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1D. Equipment Fire Engineering Training & Educational Materials 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Fire Hooks Tools, Firefighting Attack 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Fire Innovations Belts, Ladder 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Fire Research Firefighting Foam Proportioning & Refill Systems 2% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.c. Firefighting suppression; Fire Research Lighting, Video, Flow & Misc. Systems 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Fire Research Ladders, Skull Savers 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Firecraft Gloves, Extrication 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Firecraft Gloves, Firefighting 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Firecraft Gloves, Wildland 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing First Tactical Duty Gear 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1B. Equipment First Tactical Uniforms 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Fol-Da-Tank Portable Water Tanks and Related Equipment 15% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Forensic Source Investigations & Evidence Equipment 2% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1D. Equipment Fotokite Drones 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY Fotokite Accessories, Parts, Options & Services 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Fotokite - Kites (Amend 6) Specialty Tools 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1L. Equipment Fotokite - Accessories, Parts, Options,
Service (Amend 6) Specialty Tools 1% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1L. Equipment Fountainhead Pump, Backpack 20%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.j. Wildland firefighting equipment and upfits for vehicles, ATV/UTVs; Fox Manufacturing Saw, Windshield Glass 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Foxfury Lighting and mounts 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Fox Fury (Amend 3) Tactical Equipment 1% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1C. Equipment FSI North America Shelters 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Gerber Knives 30% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Gemtor Belts, Ladder 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Globe Turnout Ensembles (all styles) 37% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Globe Accessories, Turnouts 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Globe Footgear Boots, Firefighting 27.5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Grace Industries Pass Device 1%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Groves SCBA Storage & Accessories 5%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Hale Pumps, Firefighting 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.b. Fire pumps, skid units, and compressed air foam systems (CAFS); Hale - Class 1 Gauges, Firefighting 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Harrington Adapters & Fittings, Hose 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Harrington Hose & Drafting Equipment 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Harrington Valves 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Harrington Waterflow Devices, Tools & Mounts 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Hatch / Safariland Protective Gear 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Hero's Pride Badges and ID Cards 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 4A. Other High Speed Gear (Amend 3) Duty Gear 4% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1B. Equipment Hogue Less Lethal Equipment 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2D. Uniforms and Accessories Hotshield Respiratory Protection, Wildland 5%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Hurst Jaws of Life Tools, Rescue Hydraulic 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Hurst Jaws of Life Tools, Rescue Battery-Powered (e-Draulic) 10% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Hurst Jaws of Life Tools, Rescue, Strong Arm 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Hurst Jaws of Life Parts 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Hurst Jaws of Life Specialty Accessories 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Hurst Jaws of Life (Amend 3) Tactical Equipment - StrongArm 1% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2E. Uniforms and Accessories Hurst Jaws of Life (Amend 3) Tactical Equipment - eDRAULIC 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Husky Spill Containment 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Husky Decontamination 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Husky Portable Water Tanks and Related Equipment 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Husqvarna Diamond Tools, and Soft-Cut & Surface Prep Tooling 20% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Husqvarna Saws, Power Cutters, Cordless & Related Equipment 1% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; IFSTA Training & Educational Materials, e-Books 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

IFSTA
Training & Educational Materials, ​Fire Protection Publications Manuals 3%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

IFSTA
Training & Educational Materials, Fire Protection Publications Curriculum & Support 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

IFSTA Training & Educational Materials, Manuals & Curriculum 8% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

IFSTA Training & Educational Materials, Support Products 1% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY IFSTA Training & Educational Materials, Instructor Resource Kits 3% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Innotex Hoods, Wildland 31% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Invisio Protective Gear 2% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Junkin First Aid 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Kappler Clothing, HAZMAT Ensembles 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Kenetrek Boots Boots, Wildland 20% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Kochek Waterflow Devices & Equipment 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.j. Wildland firefighting equipment and upfits for vehicles, ATV/UTVs; Koehler/Brightstar Lighting 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

K-Tool Tools, Entry 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Lakeland Clothing 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Leatherhead Tools Tools, Firefighting 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Little Giant Ladders 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.h. Portable ladders;
Mechanix Gloves 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Meret Bags, Medical 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Meyers, B.E. and Company (Amend 6) Tactical Equipment 1% Sourcewell 090122 (Law Enforcement Equipment) Midway Caps Duty Gear 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Miti Showers/pools/wands, Decon 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Monadnock / Hiatt / Defense Technology Less Lethal Equipment 2% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Monadnock / Hiatt / Defense Technology Restraints 2% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1J. Equipment MSA Thermal Imagers 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.e. Thermal imaging and similar situational awareness equipment; MSA Instrumentation, Parts (MSA) 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

MSA Instrumentation, Portable (MSA) 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

MSA Helmets, Fire & Rescue 25% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.b. Helmets, Hoods MSA SCBA, Model G1 20%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); MSA Facepiece, Model G1 10%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); MSA Regulators, RIC/UAC Connection 10%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); MSA Cylinders 10%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); MSA SCBA Parts & Accessories 10%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); MSA Closed Circuit Systems, Parts & Accessories 10%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.i. Self-Contained Breathing Apparatus (SCBA); MSA Purifying Respirators, Parts & Accessories 10%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment MSA Tactical Equipment & Protective Masks 10% Sourcewell 090122 (Law Enforcement Equipment) LE Category 3D. Weapons and Ammunition Nasco Healthcare Training Aids and Mannequins 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Nasco Healthcare (Amend 3) Training and Safety Equipment 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1B. Equipment National Foam Foam, Firefighting 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.c. Firefighting suppression; Night Vision Devices (Amend 6) Tactical Equipment 1% Sourcewell 090122 (Law Enforcement Equipment) North American Hose Hose, Firefighting 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Nupla Tools, Firefighting 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; OHD Mask Fit Tester 5%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Paratech Tools, Forcible Entry 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Paratech Tools Air Lifting Bags 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Paratech Tools Stabilization 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Paratech Tools, Trench Rescue 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment;

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY Paratech Tactical Equipment 2% Sourcewell 090122 (Law Enforcement Equipment) LE Category 3F. Weapons and Ammunition Paratech Specialty Tools 2% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Paulson Protective Gear 5% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2D. Uniforms and Accessories Pearson Training & Educational Materials 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Pelican Lighting 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Pelican Cases 15%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Pelican Rehab Coolers & Outdoor Equipment 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Pelican Products (Amend 3) Tactical Equipment - Cases and Lights 15% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Pelican Products (Amend 3) Tactical Equipment - Other Items Net Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Performance Advantage Tool Storage, Mounts 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Perimeter Solutions Foam, Firefighting 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.c. Firefighting suppression; Petzl Rope Rescue Equipment 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; PGI Clothing, Wildland 20% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing PGI Hoods, Firefighting 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.b. Helmets, Hoods PGI Hoods, Wildland 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.b. Helmets, Hoods PMI Rope Rescue Equipment, Standard 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; PMI Rope Rescue Equipment, Special 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; Propper Concealment and plainclothes 30% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2E. Uniforms and Accessories Propper Uniforms 30% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2A. Uniforms and Accessories Public Safety Group Training & Educational Materials 5% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Ram Air Gear Dryer Gear Dryers and Accessories 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.e. Extractors, Laundry Machines, Mechanical Dryers, Drying & Storage Racks Rapco Industries Saws, Chains and related Rescue Equipment 1% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Red Head Brass Adapters, Hose, Speedswivel 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Red Head Brass Adapters, Hose 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Red Head Brass Couplings, Hose 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Red Head Brass Fittings, Hose 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Red Head Brass Valves 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Red Head Brass Waterflow Devices, Tools & Mounts 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Redback Boots, Station 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.d. Firefighting Apparel & Station-wear Rescue 42 Tools, Stabilization 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Rescue Intellitech Decontamination Cleaning Systems 3%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Revision Eye Protection 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Revision Eyewear 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2D. Uniforms and Accessories Ringers Gloves 15% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Ringers Gloves, Extrication 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing RIT Safety Solutions Bags, Rapid Intervention Team (RIT) 5% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Safariland Tactical Equipment 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 2F. Uniforms and Accessories Safariland Duty Gear 30% Sourcewell 090122 (Law Enforcement Equipment) Sam Carbis Ladders 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.h. Portable ladders;
Samuel Broome Duty Gear 5% Sourcewell 090122 (Law Enforcement Equipment) Scotty Firefighter Water Flow Backpacks, Devices & Tools 10% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Seco Bags 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Security Equipment - Sabre Red
(Amend 7) Less Lethal Equipment 20% Sourcewell 090122 (Law Enforcement Equipment) LE Category 1H. Equipment Shelby Gloves, Extrication 20% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY Shelby Gloves, Firefighting 18% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Shelby Gloves, Wildland 20% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Snap-tite Hose Hose, Firefighting 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; South Park Wrenches 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; South Park Adapters & Fittings, Hose 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; South Park Couplings, Hose 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; South Park Waterflow Devices and Mounts 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Spiewak Uniforms 30% Sourcewell 090122 (Law Enforcement Equipment) Stallion Compressors, Breathing Air, Fill Stations, Storage Systems 2% Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 2.a.i. Breathing Air Compressor Systems (mobile and stationary) Steiner (Amend 3) Tactical Equipment 10% Sourcewell 090122 (Law Enforcement Equipment) Sterling Rope Rescue Equipment 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; Streamlight Flashlights 30%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Streamlight Tactical Equipment 40% Sourcewell 090122 (Law Enforcement Equipment) Streamlight Traffic Safety & Control Equipment 40% Sourcewell 090122 (Law Enforcement Equipment) Super Vac Fans, Smoke Machines & Ventilation Equipment 10% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Super Vac Saws & Related Equipment 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Super Vac Rehab Equipment 10%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Surefire Shooting Range Gear 2% Sourcewell 090122 (Law Enforcement Equipment) Task Force Tips Adapters, Hose 27%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Task Force Tips Waterflow Equipment 27%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Task Force Tips Nozzles, Hose 27%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.a. Firefighting water flow equipment; Task Force Tips Health-Air Decontamination & Monitoring 2% Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; TCI / Safariland Protective Gear 5% Sourcewell 090122 (Law Enforcement Equipment) TCI / Safariland Tools for Weapons and Ammunition 5% Sourcewell 090122 (Law Enforcement Equipment) Tech Trade (Pro-tech) Gloves, Extrication 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Tech Trade (Pro-tech) Gloves, Firefighting 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Tech Trade (Pro-tech) Gloves, Wildland 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing Tempest Smoke Machines & Ventilation Systems 12%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Tempest Saws & Related Equipment 12%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Tempest Safety Equipment 12%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.d. Firefighting attack, ventilation, and rescue tools; Tingley Boots, HAZMAT 25%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.i. Hazardous materials (HazMat) response equipment; Trijicon (Amend 3) Firearms Accessories 10% Sourcewell 090122 (Law Enforcement Equipment) True North RIC Bags 15%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Turtle Plastics Cribbing, Ramps & Flooring/Matting 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.f. Extrication tools and equipment; Ultimate Training Munitions (Amend 3) Training and Safety Equipment 1% Sourcewell 090122 (Law Enforcement Equipment) Under Armor Clothing, Base, Mid and Outer Layers 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.c. Related Equipment & Accessories Under Armor Duty Gear 25% Sourcewell 090122 (Law Enforcement Equipment) Under Armor Concealment and plainclothes 25% Sourcewell 090122 (Law Enforcement Equipment) Under Armor Eyewear 25% Sourcewell 090122 (Law Enforcement Equipment) Vertx/Fechheimer Duty Gear 30% Sourcewell 090122 (Law Enforcement Equipment) Vertx/Fechheimer Concealment and plainclothes 30% Sourcewell 090122 (Law Enforcement Equipment) Vertx/Fechheimer Bags 30% Sourcewell 090122 (Law Enforcement Equipment) Vertx/Fechheimer Uniforms 30% Sourcewell 090122 (Law Enforcement Equipment) Vortex Optics (Amend 6) Firearms Accessories 40% Sourcewell 090122 (Law Enforcement Equipment) Waterax Pumps, Firefighting 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.b. Fire pumps, skid units, and compressed air foam systems (CAFS); Waterous Pumps, Firefighting 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.b. Fire pumps, skid units, and compressed air foam systems (CAFS); Whites Boots Boots, Wildland 10% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.a. Protective Clothing

SUPPLIER PRODUCT DISCOUNT OFF LIST COOP CONTRACT CONTRACT (PRODUCT) CATEGORY Wolfpack Packs, Wildland 2%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.j. Wildland firefighting equipment and upfits for vehicles, ATV/UTVs; Workrite Uniforms Clothing, Station Wear 5% Sourcewell 010424 - Firefighting PPE and Related Equipment Cleaning 1.d. Firefighting Apparel & Station-wear Yates Rope Rescue Equipment 5%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.g. Technical, vertical, trench, and confined space rescue equipment; Ziamatic Brackets, Cabinets & Holders 15%
Sourcewell 011824 (Self-Contained Breathing Apparatus (SCBA) and Breathing Air Systems with Related Equipment) 1.a.ii. Self-Contained Breathing Apparatus (SCBA); Related Equipment Zistos Camera, Systems Search & Rescue 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Zistos Video Systems, Search & Rescue 1%
Sourcewell 020124 - Firefighting Equipment and Rescue Tools with Related Supplies and Accessories 1.k. Related tools and accessories complementary to the offering of 1.a-j.

Zistos (Amend 3) Specialty Tools 1% Sourcewell 090122 (Law Enforcement Equipment) ACTION ITEM 9.B.

DATE: April 22, 2025
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, P.E., Public Works Director
SUBJECT: ADOPT A RESOLUTION ADOPTING A MITIGATED NEGATIVE DECLARATION AND

MITIGATION MONITORING AND REPORTING PROGRAM FOR THE MARE ISLAND CAUSEWAY BRIDGE PREVENTIVE MAINTENANCE PROJECT (PROJECT NO.

PW9762); APPROVING THE PROJECT PLANS AND SPECIFICATIONS FOR THE PROJECT; AWARDING A CONSTRUCTION CONTRACT TO CALIFORNIA ENGINEERING CONTRACTORS, INC. IN THE AMOUNT OF $19,869,755 AND REJECTING ALL OTHER BIDS; AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE CONTRACT

RECOMMENDATION
Adopt a Resolution adopting a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Plan for the Mare Island Causeway Bridge Preventative Maintenance Project (Project No. PW9762); approving the Project Plans and Specifications for the Project; awarding a construction contract to California Engineering Contractors, Inc. in the amount of $19,869,755 and rejecting all other bids; and authorizing the City Manager to execute the contract.

REASONS FOR RECOMMENDATION
The Mare Island Causeway Bridge has been identified by Caltrans Division of Structure Maintenance & Investigations for painting, concrete repairs and other work as part of a long-awaited maintenance project.

This project is part of the City's effort to maintain its infrastructure.

Public Works advertised a Request for Bids for the Mare Island Causeway Bridge (23-C-0248) Preventative Maintenance Project (BPMP). California Engineering Contractors, Inc., was the lowest responsive and responsible bidder with a bid amount of $19,869,755.

BACKGROUND AND DISCUSSION
The Mare Island Causeway Bridge Preventative Maintenance Project (Project No. PW9762) (the "Project") is included in the federally funded Bridge Preventive Maintenance Project (BPMP) under the Highway Bridge Program (HBP), which is a federal program funded by the Federal Highway Administration (FHWA). The purpose of the BPMP is to replace or rehabilitate public highway bridges when the State and FHWA determine that a bridge is significantly important and otherwise qualifies under the HBP guidelines. The Project represents a critical infrastructure improvement to preserve and enhance the safety and functionality of a vital transportation route.

The approved scope of work for the Project includes the following:
• Spot repair and overcoat lift span and towers.
• Repair cracked, spalled and de-laminated concrete in the substructure and superstructure. • Repair cracks and apply a polyester overlay on the bridge deck. • Replace deck joint seals.
• Replace damaged sidewalk panels.

Date: April 22, 2025
Subject: ADOPT A RESOLUTION ADOPTING A MITIGATED NEGATIVE DECLARATION AND

MITIGATION MONITORING AND REPORTING PROGRAM FOR THE MARE

ISLAND CAUSEWAY BRIDGE PREVENTIVE MAINTENANCE PROJECT (PROJECT NO. PW9762); APPROVING THE PROJECT PLANS AND SPECIFICATIONS FOR THE PROJECT; AWARDING A CONSTRUCTION CONTRACT TO CALIFORNIA ENGINEERING CONTRACTORS, INC. IN THE AMOUNT OF $19,869,755 AND REJECTING ALL OTHER BIDS; AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE CONTRACT