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ŶƚŝƚLJ;ĨŽƌƐͿ
&ĞƌŐƵƐŽŶWĂƌƚƐΘWĂĐŬĂŐŝŶŐ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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&ĞƌŐƵƐŽŶtĂƚĞƌǁŽƌŬƐ
WWK ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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'ŽƚŚĂŵ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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'ƌĂŶĚ:ƵŶĐƚŝŽŶWŝƉĞ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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,ĞŶƌLJ<ŝƚĐŚĞŶΘĂƚŚ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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,ĞŶƌLJWůƵŵďŝŶŐ^ƵƉƉůLJ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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,ŽƚtĂƚĞƌWƌŽĚƵĐƚƐ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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:Θ'WƌŽĚƵĐƚƐ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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<ĞŶŶĞĚLJtĂƚĞƌtŽƌŬƐ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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<ŝƚĐŚĞŶƌƚ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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<ŝƚĐŚĞŶƌƚŽĨ^ŽƵƚŚ&ůŽƌŝĚĂ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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DĂƚĞƌĂWĂƉĞƌŽŵƉĂŶLJ͕>> ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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DLJĞƌƐ,s^ƵƉƉůLJ ϯϯͲϭϬϮϲϵϳϱ WŽǁĞƌ
ƋƵŝƉŵĞŶƚŝƌĞĐƚ͕/ŶĐ͘
EĂƚŝŽŶĂů&ŝƌĞWƌŽĚƵĐƚƐ ϵϱͲϮϵϭϮϵϯϬ &ĞƌŐƵƐŽŶ&ŝƌĞΘ&ĂďƌŝĐĂƚŝŽŶ͕/ŶĐ͘ KůĚŽŵŝŶŝŽŶ^ƵƉƉůLJ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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EĂŵĞ dĂdž/EŽ͘
ŶƚŝƚLJŽƌ ŽƌƌĞƐƉŽŶĚŝŶŐ
ŶƚŝƚLJ;ĨŽƌƐͿ
WŽůůĂƌĚǁĂƚĞƌ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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ZLJďĂŬ
ŶŐŝŶĞĞƌŝŶŐ ϵϱͲϮϵϭϮϵϯϬ &ĞƌŐƵƐŽŶ&ŝƌĞΘ&ĂďƌŝĐĂƚŝŽŶ͕/ŶĐ͘ ^͘t͘ŶĚĞƌƐŽŶ ϱϰͲϭϮϭϭϳϳϭ &ĞƌŐƵƐŽŶ
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First Amendment to Agreement Between City of Vallejo and Underground Republic Water Works, Inc. Page 1 of 2 Approved as to form:
By: for
Veronica Nebb, City Attorney
FIRST AMENDMENT TO
PARTS PURCHASE AGREEMENT BETWEEN
CITY OF VALLEJO
AND
UNDERGROUND REPUBLIC WATER WORKS, INC.
This First Amendment (the “First Amendment”) to the Parts Purchase Agreement made and entered into on October 9, 2024 (the “Agreement”), between Underground Republic Water Works, Inc., a California corporation, (the “Vendor”), and the City of Vallejo, a municipal corporation (the “City”), is made and entered into on this 26th day of May, 2026.
Vendor and City do mutually agree as follows:
1. Amendment of Exhibit B “Compensation.” Paragraph 1 of Exhibit B “Compensation” of the Agreement is hereby amended to read as follows:
A. Vendor’s Compensation: City agrees to pay Vendor, at a discounted rate at the time of ordering specified below, for those products set forth in Exhibit A of this Agreement, for a total not-to-exceed amount of Seven Hundred Fifty Thousand Dollars and Zero Cents ($750,000.00)
2. Integration. This First Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. This First Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and VENDOR shall perform all duties, obligations and conditions required under the Agreement.
3. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this First Amendment and the Agreement, the provisions of this First Amendment shall control in all respects.
4. Ambiguities. The parties have each carefully reviewed this First Amendment and have agreed to each term of this First Amendment. No ambiguity shall be presumed to be construed against either party.
5. Counterparts. This First Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.
6. Authority. The person signing this First Amendment for Vendor hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Vendor.
First Amendment to Agreement Between City of Vallejo and Underground Republic Water Works, Inc. Page 2 of 2 IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.
UNDERGROUND REPUBLIC WATER
WORKS, INC.,
a California corporation
BY:
KURT VINCELLETTE
President
DATE:
(City Seal)
CITY OF VALLEJO,
a municipal corporation
BY:
HARRY BLACK
Interim City Manager
DATE:
ATTEST:
DAWN G. ABRAHAMSON
City Clerk
APPROVED AS TO FORM:
For
VERONICA A.F. NEBB
City Attorney
APPROVED AS TO INSURANCE:
ARMOND SARKIS
Risk Manager
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $
DED RETENTION $ PER OTH- STATUTE ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
5/6/2026
(408) 343-8680 (408) 343-8686
23779
Underground Republic Water Works, Inc.
1175 Campbell Ave
San Jose, CA 95126
23787
36064
A 1,000,000
X ACP3201969528 8/1/2025 8/1/2026 100,000
10,000
1,000,000
2,000,000
2,000,000
Deductibl 0
B 1,000,000
ACPBA013201969528 8/1/2025 8/1/2026
A 5,000,000
ACPCU013201969528 8/1/2025 8/1/2026 5,000,000
0 C
X WZFM10872300 (AOS) 8/1/2025 8/1/2026 1,000,000
1,000,000
1,000,000
RE: All California operations of Named Insured.
City of Vallejo, its officers, officials, employees, agents, and volunteers are additional insured on primary and non-contributory basis per attached endorsement. Waiver of subrogation applies per attached.
City of Vallejo
Water Department
202 Fleming Hill Rd
Vallejo, CA 94589
UNDEREP-01 ADING
H&H Insurance Services, Inc.
PO Box 830
Los Gatos, CA 95031-0830 [email protected]
Nationwide Mutual Fire Ins Co
Nationwide Mutual Insurance Co
Hanover American Ins. Co.
X
X
X
X
X
X
X
X
COMMERCIAL GENERAL LIABILITY
CG 20 33 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CG 20 33 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – AUTOMATIC STATUS WHEN
REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. Section II – Who Is An Insured is amended to
include as an additional insured any person or
organization for whom you are performing
operations when you and such person or
organization have agreed in writing in a contract or
agreement that such person or organization be
added as an additional insured on your policy.
Such person or organization is an additional
insured only with respect to liability for "bodily
injury", "property damage" or "personal and
advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured.
However, the insurance afforded to such
additional insured:
1. Only applies to the extent permitted by law;
and
2. Will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
A person's or organization's status as an
additional insured under this endorsement ends
when your operations for that additional insured
are completed.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to:
1. "Bodily injury", "property damage" or "personal
and advertising injury" arising out of the
rendering of, or the failure to render, any
professional architectural, engineering or
surveying services, including:
a. The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
b. Supervisory, inspection, architectural or
engineering activities.
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the supervision, hiring, employment, training or
monitoring of others by that insured, if the
"occurrence" which caused the "bodily injury" or
"property damage", or the offense which caused
the "personal and advertising injury", involved the
rendering of or the failure to render any
professional architectural, engineering or
surveying services.
POLICY #: ACPCG013201969528
CG 20 33 04 13
2. "Bodily injury" or "property damage" occurring
after:
a. All work, including materials, parts or
equipment furnished in connection with
such work, on the project (other than
service, maintenance or repairs) to be
performed by or on behalf of the additional
insured(s) at the location of the covered
operations has been completed; or
b. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or
subcontractor engaged in performing
operations for a principal as a part of the
same project.
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:
The most we will pay on behalf of the additional
insured is the amount of insurance:
1. Required by the contract or agreement you
have entered into with the additional insured;
or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
All terms and conditions apply unless modified by this endorsement.
POLICY #: ACPCG013201969528
11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable ot enforce our for an injury covered by this policy. We will n right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be % of the California workers’ compensation premium otherwise 2KKKKK due on such remuneration.
Schedule
Person or Organization
APPLIES AS BLANKET WAIVER
FOR THOSE HAVING A WRITTEN
CONTRACT WITH THE POLICYHOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.
Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. WZF-M108723-00 Insured
Insurance Company THE HANOVER AMERICAN INSURANCE COMPANY Countersigned By
WC 04 03 06 (Ed 04-84)
THIS BUSINESS LICENSE DOES NOT PERMIT A
BUSINESS THAT IS OTHERWISE PROHIBITED.
Business Name
Business Location
Business Owner(s) License Number
Effective Date
Expiration Date
CITY OF VALLEJO
BUSINESS LICENSE
1175 CAMPBELL AVE
UNDERGROUND REPUBLIC WATER WORKS, INC.
1175 CAMPBELL AVE
SAN JOSE, CA 95126-1085
For all inquiries regarding this license, contact HdL
Business Support Center at 707-302-6074.
"For Services Provided in the City of Vallejo, California Only"
UNDERGROUND REPUBLIC WATER WORKS,
INC.
UNDERGROUND REPUBLIC WATER WORKS, INC.
July 01, 2025
June 30, 2026
11720494
UNDERGROUND REPUBLIC WATER WORKS, INC. :
Thank you for your payment on your City of Vallejo Business License. ALL LICENSES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: [email protected] or by telephone at: (707) 302-6074.
Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license.
This certificate does not entitle the holder to conduct business before complying with all requirements of the Vallejo Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law.
If you have a fixed place of business within the City of Vallejo please display the Business License above in a conspicuous place at the premises. Otherwise, every Business License holder not having a fixed place of business in the City shall keep the Business License upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector.
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ City of Vallejo
BUSINESS LICENSE
BUSINESS LICENSING
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2025
UNDERGROUND REPUBLIC WATER WORKS, INC. License Number: 11720494 1175 CAMPBELL AVE
SAN JOSE, CA 95126-1085
TO BE POSTED IN A CONSPICUOUS PLACE
AND
NOT TRANSFERABLE OR ASSIGNABLE.
2025 - 2026
TAX COLLECTOR’S OFFICE, City Hall, 555 Santa Clara St., Vallejo, CA. This certificate is evidence that the person(s), firm, or corporation named hereon has paid the tax required by Chapter 5.04 of the City of Vallejo Municipal Code for the type of business, the business address and for the period indicated hereon. This certificate is issued without verification that the taxpayer is subject to or exempted from licensing by local, state, Federal or other agencies. Issuance of this certificate is not an endorsement, nor a certificate of compliance with other ordinances or laws, nor an assurance that the proposed use is in conformance with the City’s building / Fire / Zoning regulations.
Business Type Wholesalers
2FW
30
Date Originated:
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CONSENT CALENDAR 8.M.
DATE: June 9, 2026
TO: Mayor and Members of the City Council
FROM: Harry E. Black, City Manager
Sidney Wilson, Administrative Analyst II
SUBJECT: ADOPT A RESOLUTION APPROVING THE APPROPRIATION OF GRANT FUNDS FROM THE CLEAN CALIFORNIA LOCAL GRANT PROGRAM FOR THE FISCAL YEAR 2025- 2026 BUDGET IN THE AMOUNT OF $285,000 (STEP 2)
RECOMMENDATION
Staff recommends adopting a resolution approving the appropriation of $285,000 in grant funds from the Clean California Local Grant Program for the Fiscal Year 2025-2026 budget.
REASONS FOR RECOMMENDATION
Approval will appropriate the grant funds for use in the community as set forth in the Restricted Grant Agreement adopted by the City Council at it's May 26, 2026 meeting.
BACKGROUND AND DISCUSSION
At the May 26, 2026 City Council meeting, the City Council adopted a resolution approving the acceptance of $285,000 in grant funds from the Clean California Local Grant Program, approved a Restricted Grant Agreement and gave notice to the public about its intent to amend the 2025-2026 budget to appropriate the funds. This is Step 2 of the budget amendment process required by the Vallejo City Charter.
The California Community Cleanup and Employment Pathway (CCEP) grant program is part of the Clean California Local Grant Program administered by the California Department of Transportation (Caltrans). The Clean California Local Grant Program provides competitive funding to cities, counties, tribes, and other eligible local agencies to reduce litter, debris, and graffiti; improve public rights-of-way, parks, and transit corridors; and enhance overall community beautification efforts. A core objective of the program is to advance equity, workforce participation, and economic opportunity through community-based cleanup and engagement activities that may include employment pathways and skill-building opportunities.
In February 2026, Caltrans announced the first round of CCEP awards totaling approximately $25 million statewide for roughly 90 projects. Funding priorities emphasized underserved and disadvantaged communities, measurable environmental and community benefits, and projects demonstrating clear implementation capacity, equity impact, and performance outcomes. Awarded projects are required to comply with all applicable Caltrans grant administration, reporting, and performance measurement requirements throughout the period of performance.
The City of Vallejo was awarded $285,000 for its Clean & Proud Vallejo project to implement the Community Cleanup and Engagement Program (CCEP). The grant will support expanded City-led and partner-supported efforts to address illegal dumping, graffiti, litter, and other forms of blight in identified high-need areas of the City. Program implementation will prioritize locations based on documented service requests, field inspections,
Date: June 9, 2026
Subject: ADOPT A RESOLUTION APPROVING THE APPROPRIATION OF GRANT FUNDS
FROM THE CLEAN CALIFORNIA LOCAL GRANT PROGRAM FOR THE FISCAL YEAR 2025-2026 BUDGET IN THE AMOUNT OF $285,000 (STEP 2)
and community input, with emphasis on areas demonstrating higher environmental burden and maintenance needs.
CCEP program activities will include rapid response cleanup of illegal dumping and graffiti within public rightsof-way and other eligible public spaces, coordinated neighborhood cleanup events, and targeted beautification efforts designed to improve public space conditions and community appearance. In addition to cleanup operations, the program includes a workforce and community engagement component intended to promote participation by residents, community-based organizations, and local partners. Where feasible and consistent with grant requirements, this may include structured volunteer engagement, job readiness exposure, and coordination with workforce development partners to support broader employment pathways related to environmental cleanup and public space maintenance.
City staff will be responsible for overall program administration, including compliance with Caltrans grant requirements, coordination of interdepartmental implementation (including Public Works, Code Enforcement, and other relevant divisions), identification and scheduling of priority service areas, performance tracking, and submission of required progress and expenditure reports. Staff will also ensure that program delivery aligns with applicable City procurement policies, municipal code requirements, and state grant compliance standards.
Program performance will be tracked using measurable outcomes consistent with grant requirements, which may include metrics such as volume of debris removed, number of graffiti abatement actions completed, number of cleanup events conducted, and level of community participation. These metrics will support required reporting to Caltrans and ensure accountability for the use of grant funds.
The CCEP will also support broader City goals related to neighborhood livability, public safety perception, environmental quality, and community engagement by enhancing the appearance and usability of public spaces in targeted areas.
FISCAL IMPACT
The CCEP grant provides $285,000 in restricted funding for program implementation. Funds will be appropriated into the Fiscal Year 2025–2026 budget and used solely for eligible grant activities in accordance with the approved grant agreement.
All expenditures will be administered consistent with City fiscal policies, Municipal Code, and Caltrans requirements. No additional General Fund appropriation is required, and the grant does not create an ongoing fiscal obligation beyond the term of the award.
The approval of this item will increase Fund 221 FY 2025-26 (CCLGP2) revenues by $285,000. The expenditure budget will also be amended and increased by the same amount.
Capital Grant and Contribution Fund #221 | Project # | Revenue | Expenditure Clean California Community Cleanup and Employment Pathway (CCEP) – Clean & Proud Vallejo | CCLGP2 | $285,000 | $285,000
ENVIRONMENTAL REVIEW
Date: June 9, 2026
Subject: ADOPT A RESOLUTION APPROVING THE APPROPRIATION OF GRANT FUNDS
FROM THE CLEAN CALIFORNIA LOCAL GRANT PROGRAM FOR THE FISCAL YEAR 2025-2026 BUDGET IN THE AMOUNT OF $285,000 (STEP 2)
The proposed action is not considered a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378, as it consists of administrative and fiscal activities that do not result in a direct or reasonably foreseeable indirect physical change to the environment. Any future sitespecific cleanup or ground-disturbing activities will be evaluated separately for CEQA compliance prior to implementation.
ATTACHMENTS
1. Resolution Approving CCEP Grant Award (Step 2) CAO Stamp
2. RGA_04-CCEP-05_Clean and Proud Vallejo Targeted Litter Abatement Graffiti Removal Community Engagement R1
3. Clean CA Grant Program - Guidelines_v4
4. RGA_CCEP_Checklist
CONTACT
Sidney Wilson, Administrative Analyst II
[email protected]
Approved as to form:
By: for
Veronica Nebb, City Attorney
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO
APPROVING THE APPROPRIATION OF GRANT FUNDS FROM THE
CLEAN CALIFORNIA LOCAL GRANT PROGRAM FOR THE FISCAL
YEAR 2025-2026 BUDGET IN THE AMOUNT OF $285,000 (STEP 2) WHEREAS, on May 26, 2026, the City Council adopted a resolution approving a Restricted Grant Agreement for a $285,000 grant from the Clean California Local Grant Program; and WHEREAS, the May 26, 2026 resolution also included notice to the public that the City Council intended to amend the 2025-2026 budget to appropriate the $285,000 in grant funds which is Step 1 in the City’s two-step budget amendment process; and
WHEREAS, the City Council now desires to amend the 2025-2026 budget and appropriate the $285,000 in grant funds from the Clean California Local Grant Program.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Vallejo hereby approves the appropriation of the $285,000 grant funds from the Clean California Local Grant Program for the Fiscal Year 2025–2026 budget and directs that all expenditures be limited to eligible costs under the approved grant agreement and administered in accordance with City fiscal policies and applicable state and local requirements.
Adopted by the City Council of the City of Vallejo at a regular meeting held on June 9, 2026, with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
Clean California Local Grant Program (State)
Restricted Grant Agreement
This Restricted Grant Agreement (RGA), between the State of California acting by and through its Department of Transportation, referred to herein as CALTRANS, and the CITY OF VALLEJO, hereinafter referred to as AGENCY, will commence on April 15, 2026, or upon approval by CALTRANS, whichever occurs later. This RGA is of no effect unless approved by CALTRANS.
AGENCY shall not receive payment for work performed prior to approval of this RGA and before receipt of Notice to Proceed from CALTRANS. This RGA shall expire on November 30, 2027.
Recitals
1. Under this RGA, CALTRANS intends to convey State restricted grant funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, who will implement the project pursuant to the attached Approved Grant Application and Amendment(s) to Grant Application, Attachment III under the terms, covenants, and conditions of this RGA.
2. CALTRANS and AGENCY intend that only funds that are authorized as restricted grants will be subject to this RGA, and that no funds that should be the subject of a Joint Powers Agreement, Interagency Agreement, or other non-grant agreement shall be subject to this RGA.
3. WHEREAS, the Clean CA Program, through its Clean CA Local Grants Program, is authorized under California Streets and Highways Code Section 91.41 to provide funding and resources to support local projects that advance the program's goals and objectives;
4. WHEREAS, California Streets and Highways Code Section 91.41 provides the legislative authority for the Clean CA Program to advance the following intent and objectives:
a. Reduce Waste and Beautify Public Spaces: The primary goal of the program is to allocate grants to local and regional public agencies, transit agencies, and tribal governments to reduce waste and debris within public rights-of-way, tribal lands, parks, pathways, transit centers, and other public spaces. The program aims to enhance, rehabilitate, restore, or install measures to beautify and improve these public spaces. b. Improve Public Health and Community Placemaking: The program seeks to enhance public health, cultural connection, and community placemaking by improving public spaces for walking and recreation. By investing in the improvement of these spaces, it aims to create a positive and welcoming environment for the community. c. Promote Equity for Underserved Communities: The program places a strong emphasis on advancing equity for underserved communities.
d. Support Sustainable Practices: The program encourages the implementation of sustainable practices in the beautification and enhancement of public spaces. This includes greening efforts, such as providing shade and reducing the urban heat island effect, as well as using native, low-water plants.
e. Engage Local Communities: The program promotes community engagement by requiring project proposals to reflect community priorities. It encourages the involvement of local communities in the development and selection of projects to ensure they meet the needs and preferences of the affected population.
f. Prohibit Displacement of Persons Experiencing Homelessness: The program prohibits
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
grants from funding projects that displace persons experiencing homelessness. This reflects the intention to address public space improvements without negatively impacting vulnerable populations.
g. Transparent and Efficient Grant Allocation: The program requires the program to issue a call for projects and announce grant awards. The guidelines for allocating grants must include project selection criteria and program evaluation metrics.
5. WHEREAS, the purpose of this RGA is to authorize Caltrans districts to enter into agreements with local agencies to support the development, implementation, and funding of local agencies partnership projects that align with the goals and priorities of the Clean CA Program and comply with California Streets and Highways Code Section 91.41;
6. WHEREAS, this RGA establishes a framework for Caltrans districts to provide financial contributions and other assistance to local agencies, fostering effective collaboration and coordination to deliver successful transit partnership projects;
7. WHEREAS, this RGA emphasizes transparency, objective evaluation, and fair allocation of resources, ensuring that projects scoring higher based on established criteria receive prioritization for funding and implementation;
8. WHEREAS, the Clean CA Program facilitates collaboration between Caltrans districts and local agencies to support litter abatement and public space beautification efforts on locally owned public right-of-way while creating workforce development opportunities for individuals facing barriers to employment that align with the goals and priorities of the Clean CA Program and comply with California Streets and Highways Code Section 91.41;
9. WHEREAS, the Clean CA Program, in partnership with Caltrans districts, seeks to enhance local right-of-way areas to address waste management challenges, graffiti mitigation, and public space beautification, thereby contributing to create cleaner, safer, and more equitable public spaces throughout California;
10. WHEREAS, the Clean CA Program, established by the State of California, is a transformative initiative which promotes sustainable transportation alternatives, reducing greenhouse gas emissions, and combatting climate change to improve the overall quality of life for residents and visitors of California;
11. WHEREAS, the Clean CA Program envisions a comprehensive approach to address transportation challenges, enhance transit infrastructure, and support local agencies in their efforts to create efficient, safe, and environmentally friendly transit options;
12. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties enter into this RGA to advance the purpose and intent of the Clean CA transit initiative, harnessing the legislative authority provided under California Streets and Highways Code Section 91.41, and collaborating on transit partnership projects that contribute to a sustainable, innovative, and well-connected transportation network throughout the State of California.
Now, Therefore, based upon the terms, covenants, and conditions of this RGA, the parties agree as follows:
Section I
AGENCY Agrees:
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
To timely and satisfactorily complete all Project work described in Attachment III (“Project Work”) within the project budget and in accordance with the items of this RGA.
Section ll
CALTRANS Agrees:
That when conducting an audit of the costs claimed by AGENCY under the provisions of this RGA, to conduct the audit in accordance with applicable laws and regulations.
Section lII
It Is Mutually Agreed:
1. Under this RGA, CALTRANS will convey State grant restricted funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, and AGENCY will use the funds to only conduct the scope of work identified in this agreement and authorized by Streets and Highway Code section 91.41 The funds subject to this RGA must be identified as available to a public entity that is responsible for implementing the scope of work authorized under the Clean California Program in CALTRANS’ budget, and AGENCY represents and warrants that it is a public entity that is responsible for implementing the scope of work authorized under the Clean California Program.
2. Under this restricted grant, funds may be only used for the purposes set forth in this RGA, AGENCY Resolution (Attachment IV), Approved Grant Application and Amendment(s) to Grant Application (Attachment III), and the Grant Program Guidelines (Attachment I), and the funds may only be used for costs and expenses that are directly related to such purpose.
3. AGENCY shall perform all the duties and obligations described in Clean & Proud VallejoTargeted Litter Abatement, Graffiti Removal, and Community Engagement, hereinafter “Project”, subject to the terms and conditions of this RGA and Approved Grant Application and Amendment(s) to Grant Application (Attachment III), which are attached hereto as Attachment III.
4. The resolution authorizing AGENCY to execute this RGA pertaining to the above-described Project is attached hereto as Attachment IV.
5. All services performed by AGENCY pursuant to this RGA shall be subject to and performed in accordance with California Streets and Highways Code §91.41 including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable CALTRANS policies and procedures, and all applicable CALTRANS published manuals, including, but not limited to, the Grant Program Guidelines (Attachment I).
California Government Code Section 14460(a)(1) provides: “The department [CALTRANS], and external entities that receive state and federal transportation funds from the department, are spending those funds efficiently, effectively, economically, and in compliance with applicable state and Federal requirements. Those external entities include, but are not limited to, private for profit and nonprofit organizations, local transportation agencies, and other local agencies that receive transportation funds either through a contract with the department or through an agreement or grant administered by the department.”
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
6. Project funding is as follows:
Fund Title Fund Source Dollar Amount
Clean California Funds State General Fund (0001)
Budget Item 2660-130-0001
State Program Code
20.30.010.900
FY 2025/26 $285,000.00
Local Match/In-Kind $15,000.00
Total Project Costs $300,000.00
For Caltrans Use Only
I hereby Certify upon my own personal knowledge that budgeted funds are available for encumbrance.
Accounting Officer Printed
Name
Accounting Officer
Signature
Date Amount Certified
7. This RGA is exempt from the legal review and approval by the Department of General Services, pursuant to Legal Opinions of the Attorney General: 58 Ops. Cal. Atty. Gen. 586 (1975), 63 Ops.
Cal. Atty. Gen. 290 (1980), 74 Ops. Cal. Atty. Gen. 10 (1991), and 88 Ops. Cal. Atty. Gen. 56.
8. Notification of Parties
a. AGENCY’s Project Manager for Project is Sidney Wilson (707) 648-4576. b. CALTRANS’ District Partnership Liaison is Ida Tu (510) 496-9069. “District Partnership Liaison” as used herein includes his/her designee.
c. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and received by the parties at their respective addresses:
City of Vallejo
Attention: Sidney Wilson, Administrative Analyst II
Phone Number: (707) 648-4576
Email: [email protected]
Address: 555 Santa Clara Street Vallejo, CA 94590
California Department of Transportation, District Partnership Liaison District 4 Clean California
Attention: Ida Tu, Clean CA Grant Manager
Phone Number: (510) 496-9069
Email: [email protected]
Address: 111 Grand Avenue
Oakland, CA 94612
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
9. Period of Performance
a. Reimbursable work under this RGA shall begin no earlier than on April 15, 2026, following the written approval of CALTRANS and AGENCY’s receipt of the Notice to Proceed letter of this RGA by CALTRANS. All reimbursable work shall terminate no later than July 30, 2027.
Project closeout and final invoicing to CALTRANS must be submitted no later than November 30, 2027. Work incurred after July 30, 2027, will not be reimbursed. Payment shall be forfeit for any and all invoicing submitted to CALTRANS after November 30, 2027. Notwithstanding the foregoing, Caltrans will reimburse for actual close out costs incurred by AGENCY through November 30, 2027 (which, in total, shall not exceed 5% of the grant award). b. If requested by the CALTRANS District Partnership Liaison, AGENCY will attend a kickoff meeting with CALTRANS to be scheduled within one (1) week from receipt of Notice to Proceed sent by CALTRANS.
10. Changes in Terms/Amendments
This Agreement may only be amended or modified by mutual written agreement of the parties.
11. Cost Limitation
a. The maximum total amount granted and reimbursable to AGENCY pursuant to this RGA by CALTRANS shall not exceed $285,000.00.
b. It is agreed and understood that the Clean CA funds are limited to the amount granted.
CALTRANS will only reimburse the cost of services actually incurred in accordance with the provisions of this RGA and as authorized by the CALTRANS District Partnership Liaison at or below that fund limitation established herein.
12. Termination
a. CALTRANS reserves the right to terminate this RGA upon written notice to AGENCY at least 30 days in advance of the effective date of such termination in the event CALTRANS determines (at its sole discretion) that AGENCY failed to proceed with PROJECT Work in accordance with the terms of this RGA. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all allowable, authorized, and non-cancelled costs up to the date of termination.
AGENCY shall return any unused advance amounts which cannot be supported by eligible expenditure documentation.
b. This RGA may be terminated by either party for any reason by giving written notice to the other party at least 30 days in advance of the effective date of such termination. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all costs that are expressly allowable, pre-authorized in writing, and non-cancellable, up to the date of termination. c. AGENCY has 60 days after the Termination Date to submit accurate invoices to CALTRANS to make final allowable payments for Project costs in accordance with the terms of this RGA.
Failure to submit invoices within this period of time shall result in a waiver by AGENCY of its right to reimbursement of expended costs. Costs that are reimbursed and later determined to be ineligible for reimbursement shall be returned by AGENCY to CALTRANS.
13. Budget Contingency Clause
a. It is mutually agreed that if the US Congress or the State Legislature fail to appropriate or allocate funds during the current year and/or any subsequent years covered under this RGA do not appropriate sufficient funds for the program, this RGA shall be of no further force and effect.
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
In this event, CALTRANS shall have no liability to pay any funds whatsoever to AGENCY or to furnish any other considerations under this RGA and AGENCY shall not be obligated to perform any provisions of this RGA.
b. The certification of FY 2025/26 funds will be contingent upon the passage of the FY 2023/24 Budget. Payment for any work performed that is funded by FY 2023/24 will be delayed if the FY 2023/24 Budget is not signed by June 30, 2023. Pursuant to Government Code (GC), Section 926.10, no late payment penalty shall accrue during any time period for which no Budget Act in effect. If funding for any fiscal year is reduced or deleted by US Congress or State Legislature for purposes of this program, CALTRANS shall have the option to either terminate this RGA with no liability occurring to CALTRANS or offer an RGA Amendment to AGENCY to reflect reduced amount.
14. Payment and Invoicing
a. AGENCY, its contractors, subcontractors and sub-recipients, shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP) and any standards specified by the source of funds, to enable the determination of incurred costs at interim points of completion, and to provide support for reimbursement payment vouchers or invoices.
b. The method of payment for this RGA will be based on the actual allowable costs that are incurred in accordance with the provisions of this RGA and in the performance of the Approved Grant Application and Amendment(s) to Grant Application (Attachment III). CALTRANS will reimburse AGENCY for expended actual allowable direct costs, and including, but not limited to, labor costs, travel, and contracted consultant services costs incurred by AGENCY in performance of the Project Work. Indirect costs are reimbursable only if the AGENCY has identified the estimated indirect cost rate in Attachment II and an approved Indirect Cost Allocation Plan or an Indirect Cost Rate Proposal as set forth in Section III–Cost Principles, Item 16d. The total cost shall not exceed the cost reimbursement limitation set forth in Section III–Cost Limitations, Item 11a. Actual costs shall not exceed the estimated wage rates, labor costs, travel, and other estimated costs and fees set forth in Attachment III without an amendment to this RGA, as agreed between CALTRANS and AGENCY. c. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in accordance with the provisions of this RGA and in the performance of Project Work. AGENCY must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this RGA and before the Expiration Date but must have also paid for those costs to claim any reimbursement. d. The AGENCY indirect cost rate must be approved in writing by the California Department of Transportation Independent Office of Audits and Investigations or federal cognizant agency before any reimbursement payment is made by CALTRANS to AGENCY for such cost. e. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to AGENCY, its subrecipients, contractors, and/or subcontractors, at the time and location required as specified in the California Department of Transportation's Travel Guide Exception Process at the following link: https://travelpocketguide.dot.ca.gov/.
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
Also see website for summary of travel reimbursement rules. f. AGENCY shall submit invoices to CALTRANS at least quarterly, but no more frequently than monthly, in arrears upon completion of project tasks, milestone and/or deliverables in accordance with the Project Timeline in Attachment III to the satisfaction of CALTRANS District Partnership Liaison
g. Invoices shall reference this RGA Number and shall be signed and submitted to CALTRANS District Partnership Liaison, as stated in Section III–Notification of Parties, Item 8c. h. Invoices shall include the following information:
1) Names of the AGENCY personnel performing work
2) Dates and times of Project Work
3) Locations of Project Work
4) Itemized costs as set forth in Attachment III, including identification of each employee, contractor or subcontractor staff who provided services during the period of the invoice, the number of hours and hourly rates for each employee, contractor, sub-recipient or subcontractor staff member, authorized travel expenses with receipts, receipts for authorized materials or supplies, and contractor, subrecipient and subcontractor invoices. 5) AGENCY shall submit written progress reports with each set of invoices to allow CALTRANS District Partnership Liaison to determine if AGENCY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed.
i. Incomplete or inaccurate invoices shall be returned to the AGENCY unapproved for correction.
Failure to submit invoices on a timely basis may be grounds for termination of this RGA for material breach per Section III–Termination, Item 12.
j. CALTRANS will reimburse AGENCY for all allowable Project costs at least quarterly, but no more frequently than monthly, in arrears as promptly as CALTRANS fiscal procedures permit upon receipt of an itemized signed invoice.
k. The RGA Expiration Date refers to the last date for AGENCY to incur valid Project costs or credits and is the date this RGA expires. AGENCY has until July 30, 2027, to make final allowable payments to Project contractors or vendors, and November 30, 2027, to submit the Project’s Final Report, as defined in Attachment I and a final invoice to CALTRANS for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices contractor.
l. The final invoice will be paid upon submission by AGENCY to CALTRANS and acceptance by CALTRANS of the Final Delivery Report. Complete final delivery reports and invoices must be submitted to CALTRANS by November 30, 2027.
15. Quarterly Progress Reporting
a. AGENCY shall submit written quarterly progress reports to the CALTRANS District Partnership Liaison to determine if AGENCY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
developed.
16. Cost Principles
a. AGENCY agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY agrees, and will assure that its contractors, sub-recipients, in-kind contributors, and subcontractors will be obligated to agree, that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project cost items and (b) and (b) all parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
Every sub-recipient receiving Project funds as a sub-recipient, contractor, or subcontractor under this RGA shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards to the extent applicable. c. Any Project costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within 30 days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, CALTRANS is authorized to intercept and withhold future payments due AGENCY from CALTRANS or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.
d. Prior to AGENCY seeking reimbursement of indirect costs, AGENCY must have identified estimated indirect cost rate in Attachment II, prepare and submit annually to CALTRANS for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual which may be accessed at: https://dot.ca.gov/-/media/dotmedia/programs/local-assistance/documents/lapm/ch05.pdf e. AGENCY agrees and shall require that all its agreements with consultants and subrecipients contain provisions requiring adherence to this section in its entirety except for section c, above.
17. Americans with Disabilities Act
By signing this Agreement, AGENCY assures CALTRANS that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).
18. Iran Contracting Act
AGENCY must complete and submit to CALTRANS the Iran Contracting Act Certification certifying that it is not on the most current DGS list of Entities Prohibited from Contracting with Public Entities in California per the Iran Contracting Act, 2010 (https://www.dgs.ca.gov/PD/Resources/PageContent/Procurement-Division-Resources-List-Folder/List-of-Ineligible-Businesses), before the
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
Agreement has been executed, unless Contractor is exempted from the certification requirement by Public Contract Code Section 2205(c) or (d). If claiming an exemption, the proposed Contractor shall provide written evidence that supports an exemption under Public Contract Code Section 2203(c) or (d) before execution of the Agreement.
19. Indemnification
a. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, its contractors, its subrecipients, or its subcontractors under or in connection with any work, authority, or jurisdiction conferred upon AGENCY under this RGA.
It is understood and agreed that AGENCY shall fully defend, indemnify, and save harmless CALTRANS and all of CALTRANS’ officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, likeness statutes under California Civil Code §§ 3344 and 3344.1, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, contractors, subrecipients, or subcontractors under this RGA.
b. AGENCY agrees to fully defend, indemnify, and save harmless CALTRANS and all of its officers and employees from any and all claims, lawsuits, or legal actions, including reasonable attorneys’ fees and legal costs, relating to intellectual property claims arising from or related to the Project and/or any work procured under this RGA, including but not limited to claims based on (1) U.S. federal or state trademark infringement laws, (2) patent infringement laws (3) 17 U.S.C. §§ 101-810 (the Copyright Act of 1976, as modified), (4) 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”), (5) 17 U.S.C. § 113, (6) California Civil Code § 987 (the California Art Preservation Act), California Civil Code §989, or (7) any other rights arising under U.S. federal or state laws or under the laws of any other country that conveys rights and protections of the same nature as those conveyed under 17 U.S.C. §106A(a) and California Civil Code §987, including intellectual property claims arising from or related to breach of contract, inverse condemnation, conversion, and/or taking of property.
20. Nondiscrimination Clause (2 CCR 11105 Clause b)
a. During the performance of this RGA, the AGENCY, its contractors, its subrecipients, and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. AGENCY shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. b. AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1,
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by CALTRANS to implement such article. c. AGENCY shall permit access by representatives of the Department of Fair Employment and Housing and CALTRANS upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or CALTRANS shall require to ascertain compliance with this clause.
d. AGENCY and its contractors, its sub-recipients, and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
e. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all agreements with its sub-recipients, contractors, and subcontractors, and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this RGA.
21. Retention of Records/Audits
a. AGENCY, its contractors, subcontractors, and sub-recipients, agree to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY, its contractors, subcontractors, and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of AGENCY, its contractors, subcontractors and sub-recipients connected with Project performance under this RGA shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by AGENCY, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by CALTRANS or its agents. In conducting an audit of the costs and match credits claimed under this RGA, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY’s external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits. c. For the purpose of determining compliance with applicable State and AGENCY law in connection with the performance of AGENCY’s contracts with third parties pursuant to Government Code Section 8546.7, AGENCY, AGENCY’s sub-recipients, contractors, subcontractors, and CALTRANS, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to AGENCY under this RGA. CALTRANS, the
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
California State Auditor, or any duly authorized representative of CALTRANS or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and AGENCY shall furnish copies thereof if requested. d. AGENCY, its subrecipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this RGA.
e. Additionally, all grants may be subject to a pre-award audit prior to execution of this RGA to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable and allocable costs.
f. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this RGA shall contain all the provisions of this article.
22. Adjudication of Facts in Disputes
a. Any dispute concerning a question of fact arising under this RGA that is not disposed of by agreement shall be decided by the CALTRANS Contract Officer, who may consider any written or verbal evidence submitted by AGENCY. The CALTRANS Contract Officer shall issue a written decision within 30 days of receipt of the dispute. If AGENCY rejects the decision of the CALTRANS Contract Officer, AGENCY can pursue any and all remedies authorized by law. Neither party waives any rights to pursue remedies authorized by law.
b. Neither the pendency of a dispute nor its consideration by CALTRANS Contract Officer will excuse AGENCY from full and timely performance in accordance with the terms of this RGA.
23. Third-Party Contracts
a. AGENCY shall perform the work contemplated with resources available within its own organization and no portion of the work shall be contracted to a third party without prior written authorization by the CALTRANS District Partnership Liaison unless expressly included (subrecipient identified) in Attachment III as Project Work. b. All State-government-funded procurements must be conducted using a fair and competitive procurement process. AGENCY may use its own procurement procedures as long as the procedures comply with the local AGENCY’s laws, rules, and ordinances governing procurement and all applicable provisions of State law, including, without limitation, the requirement that the AGENCY endeavor to obtain at least three (3) competitive bids for solicitation of goods, services, and consulting services (see Part 2, Chapter 2, Articles 3 and 4 of the Public Contract Code); a qualifications-based solicitation process, for which statements of qualifications are obtained from at least three (3) qualified firms for architecture and engineering services (see Title 1, Division 5, Chapter 10 of the Government Code); and, the applicable provisions of the State Contracting Manual (SCM), Chapter 5, which are not inconsistent with this Item 23, Third Party Contracts. The SCM can be found and the following link: https://www.dgs.ca.gov/OLS/Resources/PageContent/Office-of-Legal-Services-Resources-List-Folder/State-Contracting.
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
c. Any contract entered into as a result of this RGA shall contain all the provisions stipulated in this RGA to be applicable to AGENCY’s sub-recipients, contractors, and subcontractors.
Copies of all agreements with sub-recipients, contractors, and subcontractors, must be submitted to the CALTRANS District Partnership Liaison. d. CALTRANS does not have a contractual relationship with the AGENCY’s subrecipients, contractors, or subcontractors, and the AGENCY shall be fully responsible for all work performed by its subrecipients, contractors, or subcontractors. e. Prior authorization in writing by the CALTRANS District Partnership Liaison shall be required before AGENCY enters into any non-budgeted sub-agreement. AGENCY shall provide an evaluation of the necessity or desirability of incurring such costs. AGENCY shall retain all receipts for such purchases or services and shall submit them with invoices per Section III–Payment and Invoicing, Item 14(h)(4), above. f. Any contract entered into by AGENCY as a result of this RGA shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subrecipients, contractors, and subcontractors, will be allowable as Project costs only after those costs are incurred and paid for by the subrecipients, contractors, and subcontractors. Travel expenses and per diem rates for subcontractors shall be reimbursed pursuant to Section III–Payment and Invoicing, Item 14c, above.
24. Drug-Free Workplace Certification
By signing this RGA, AGENCY hereby certifies under penalty of perjury under the laws of California that AGENCY will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all of the following:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The person's or organization's policy of maintaining a Drug-Free workplace. 3) Any available counseling, rehabilitation, and employee assistance programs. 4) Penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant:
1) Will receive a copy of the company's Drug-Free policy statement. 2) Will agree to abide by the terms of the company's statement as a condition of employment on the contract or grant.
d. Failure to comply with these requirements may result in suspension of payments under this RGA or termination of this RGA or both, and AGENCY may be ineligible for the award of any future state contracts if CALTRANS determines that any of the following has occurred: (1) AGENCY has made a false certification or, (2) AGENCY violates the certification by failing to
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
carry out the requirements as noted above.
25. Relationship of Parties
It is expressly understood that this agreement is executed by and between two (2) independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party.
26. State-Owned Data
a. AGENCY agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media:
1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect CALTRANS data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space.
2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules.
3) Encrypt, as described above, all State-owned data transmitted from one computing device or storage medium to another.
4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only.
5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement. 6) Notify the CALTRANS District Partnership Liaison immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data. 7) Advise the owner of the State-owned data, the AGENCY Information Security Officer, and the AGENCY Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. b. AGENCY agrees to use the State-owned data only for State purposes under this Agreement. c. AGENCY agrees to not transfer State-owned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).
27. CALTRANS’ Use of “Before” and “After” Project Photographs a. AGENCY acknowledges it provided a “Before” photograph of the Project with the AGENCY’s application for the Clean California Local Grant Program. AGENCY acknowledges and agrees it must provide an “After” photograph of the Project as part of the close out reporting process. b. AGENCY warrants it is the copyright owner of the “Before” and “After” Project photographs. c. Neither the “Before” nor “After” Project photographs shall include the faces of any
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
individuals.
d. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the “Before” and “After” Project photographs, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. e. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.
28. Limited Grant of Rights to CALTRANS for Use of Educational Programming (“educational programming”) Created or Produced for Project and Visual Art Located Outside of State Right-ofWay (“Artwork”) Created or Produced for Project a. Educational programming:
i. AGENCY shall obtain from any and all copyright owner(s) of educational programming a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.
iv. To the extent any logos, including trademarks or service marks, belonging to third parties and/or the AGENCY are used on educational programming created or produced for Project under this RGA, AGENCY agrees to obtain and grant all necessary rights for CALTRANS to use and allow agents of CALTRANS to use the logos in connection with use of the educational programming for non-commercial purposes or State government purposes. This includes but is not limited to reproductions used in brochures, media publicity, public outreach
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
campaigns (including television and social media campaigns), education and exhibition catalogues or other similar publication. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required. b. Artwork:
i. AGENCY shall obtain from the artist(s), or any other copyright owner(s) of Artwork, a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.
29. Government Purpose Rights for Inventions
a. Inventions are any idea, methodologies, design, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by AGENCY or jointly with the AGENCY’s contractor, subcontractor and/or subrecipient during the term of this RGA and in performance of any work under this RGA, provided that either the conception or reduction to practice thereof occurs during the term of this RGA and in performance of work issued under this RGA.
b. CALTRANS will have Government Purpose Rights to any inventions created as a result of the Project. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights, and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose any said invention. “Government Purpose Rights” also include the right to release or disclose said invention(s) outside CALTRANS for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the invention(s) for any State government purpose. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the invention(s)
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
for any commercial purpose.
30. Additional Intellectual Property Provisions
a. To the extent any intellectual property is created or produced for Project under this RGA, and not covered in other provisions of this RGA, AGENCY agrees to take reasonable steps to ensure that CALTRANS has the rights necessary to allow for use of the intellectual property in a fashion substantially similar to other rights for non-commercial uses and State government purposes described in this RGA.
b. If additional uses are reasonably determined to be needed by CALTRANS for public outreach purposes, AGENCY will obtain rights and grant CALTRANS and its agents said additional rights for use of the “Before” and “After” Project photos, Artwork created or produced for Project under this RGA, and educational programming created or produced for Project under this RGA.
The grant will be an irrevocable, non-exclusive, perpetual, royalty-free, sublicensable, unlimited, worldwide license.
c. When requested to so do by AGENCY, all reproductions and/or copies by CALTRANS of “Before” or “After” Project photographs, educational programming, and Artwork shall contain a credit to the Artist/ Copyright owner(s) and a copyright notice in substantially the following form:
© [Artist/Copyright owner’s name, date of publication]. AGENCY bears sole responsibility to promptly notify CALTRANS, in writing, about instances where such accreditation is requested and provide the Artist/ Copyright owner’s name and date of publication. CALTRANS will make reasonable efforts to affix the copyright notice in a timely manner. d. Required disclaimer language for educational programming and Artwork created or produced for Project under this RGA.
i. Educational programming: AGENCY must place a disclaimer statement in a conspicuous manner on the educational programming created or produced for Project under this RGA a disclaimer that states the content of the educational programming does not reflect the official views or policies of CALTRANS. The educational programming does not constitute a standard, specification, or regulation.
ii. Artwork: AGENCY must place a disclaimer statement in a conspicuous manner on or in close proximately to the Artwork created or produced for Project under this RGA a disclaimer statement that the contents of the artwork do not reflect the official views or policies of CALTRANS.
e. Avoidance of Infringement: In performing work under this RGA, AGENCY and its employees agree to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If AGENCY or its employees becomes aware of any such possible infringement in the course of performing any work under this RGA, AGENCY or its employees shall immediately notify CALTRANS in writing. f. Contractors, Subcontractors, and Subrecipients: Through contract with its sub-recipients, contractors, and subcontractors, AGENCY shall affirmatively bind by contract all of its contractors, subcontractors, subrecipients, and service vendors (hereinafter “AGENCY’s Contractor/Subcontractor/Subrecipient”) providing services under this RGA to conform to the provisions of paragraphs 31-33 of this RGA. In performing services under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall agree to avoid designing or developing any items that infringe one (1) or more patents or other intellectual property rights of any third party. If AGENCY’s Contractor/Subcontractor/Subrecipient becomes aware of any such possible
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
infringement in the course of performing any work under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall immediately notify the AGENCY in writing, and AGENCY will then immediately notify CALTRANS in writing.
31. Visual Art Located on California State Right-of-Way AGENCY agrees if Project involves visual art located on California State right-of-way, Project must be submitted and adhere to CALTRANS’ most current Transportation Art Proposal process, policies, guidelines, and requirements. Information regarding CALTRANS’ Transportation Art program can be found at https://dot.ca.gov/programs/design/lap-landscape-architecture-andcommunity-livability/lap-liv-j-transportation-art. AGENCY bears sole responsibility for ensuring that any Project will be timely submitted through CALTRANS’ Transportation Art Proposal process, approved, and installed prior to any deadlines as required by this RGA. a. AGENCY acknowledges that funds provided by CALTRANS under this RGA shall not be used for maintenance outside of the project time limits as provided in this RGA. b. AGENCY acknowledges that the CALTRANS’ Transportation Art Proposal process requires, among other things, CALTRANS ownership of any tangible visual final artwork, an unlimited, irrevocable copyright assignment to CALTRANS of the final artwork, and waiver of moral rights under California Civil Code § 987 (the California Art Preservation Act) and 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”) of the final artwork. c. AGENCY acknowledges that any submittal to the CALTRANS’ Transportation Art Proposal process includes restrictions on the type of work that can be located on California State right-ofway.
32. Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards In addition to, and not a limitation of, AGENCY’s indemnification obligations contained elsewhere in this Agreement, AGENCY hereby assumes all risks of the consequences of exposure of AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. AGENCY also agrees to take all appropriate safety precautions to prevent any such exposure to AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. AGENCY also agrees to indemnify and hold harmless CALTRANS, the State of California, and each and all of their officers, agents and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, AGENCY also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of CALTRANS, the State of California, and/or any of their officers, agents and/or employees.
33. Mandatory Organic Waste Recycling
It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if AGENCY or its subcontractor generates two (2) cubic yards or more of organic waste or commercial solid waste per week, AGENCY or its subcontractor shall arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
recycling. AGENCY shall provide proof of compliance, i.e. organic waste recycling services or commercial waste recycling services that separate/source organic waste recycling, upon request from CALTRANS District Partnership Liaison
34. Project Close Out/Closeout Report
a. AGENCY will provide a final close out report to the CALTRANS District Partnership Liaison no later than November 30, 2027.
CALTRANS reserves the right to inspect the project location prior to approving the final invoice and closeout report.
b. CALTRANS reserves the right to withhold final payment to AGENCY pending receipt and approval of the final closeout report by the CALTRANS District Partnership Liaison. c. Payments shall be forfeit if invoices are submitted after November 30, 2027.
35. ADA Compliance
All entities that provide electronic or information technology or related services that will be posted online by CALTRANS must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.
36. Prevailing Wages and Labor Code Compliance
AGENCY shall comply with any and all applicable labor and prevailing wage requirements in Labor Code Sections 1720 through 1815 and implementing regulations for any public works or maintenance contracts and subcontracts executed for the AGENCY’s work on or for the Project.
37. In the event of any inconsistency between the provisions which constitute this RGA, the following order of precedence shall apply:
I. This Restricted Grant Agreement (as amended);
II. The CALTRANS Local Grant Program Guidelines;
III. Approved Indirect Cost Rate (if applicable);
IV. Approved Grant Application (as amended); and
V. AGENCY Resolution.
38. Survival
AGENCY’s representations, the indemnification provisions in paragraph 21, intellectual property provisions in paragraphs 30, 31, 32, and 33, and all other provisions which by their inherent character establish ongoing obligations shall remain in full force and effect, regardless of any expiration and/or termination of this RGA.
39. Sanctions
No agreements under this RGA shall be made with individuals and/or entities that are determined to be a target of sanctions by the State of California while such sanctions are in
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
effect.
Section IV
Attachments:
The following attachments are incorporated into and are made a part of this RGA by this reference and attached hereto.
I. Clean CA Community Cleanup and Employment Pathway (CCEP) Grant Program Guidelines II. Approved Indirect Cost Rate (if applicable)
III. Approved Grant Application and Amendment(s) to Grant Application (if applicable) IV. AGENCY Resolution
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
In Witness Whereof, the parties hereto have executed this RGA on the day and year first herein above written:
AGENCY NAME
City of Vallejo
By:
Printed Name:
Sidney Wilson
Title:
Administrative Analyst II
Date:
CALTRANS DISTRICT PARTNERSHIP LIAISON
CLEAN CALIFORNIA PROGRAM
By:
Printed Name:
Ida Tu
Title:
Clean CA Grant Manager
Date:
CALIFORNIA DEPARTMENT OF TRANSPORTATION
CLEAN CALIFORNIA PROGRAM
By:
Printed Name:
Walter Yu
Title:
Clean California Program Director
Date:
City of Vallejo
Agreement Number 04-CCEP-05
AMS ADV ID: 0426000304
Project Number: CCEP-5030(078)
Community Cleanup and
Employment Pathway Grants
PROGRAM GUIDELINES
Clean CA Program
Summer 2025
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 1 | Page
Contents
Introduction...............................................................................................................................................2 District Partnerships..................................................................................................................................3 Proposals....................................................................................................................................................4 Objectives..............................................................................................................................................4 Evaluation Criteria...............................................................................................................................4 Application Submissions.....................................................................................................................6 Outreach and Partnership ....................................................................................................................6 Selection and Notification ....................................................................................................................7 Schedule ....................................................................................................................................................8 Funding Mechanism ...............................................................................................................................8 Matching Funds / In-Kind Contributions............................................................................................9 Funding Disbursement..........................................................................................................................10 Performance Metrics ............................................................................................................................10 Clean CA Roles/Responsibilities ........................................................................................................11 District Roles.............................................................................................................................................12 Grant Recipient Responsibilities.........................................................................................................14
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 2 | Page
Introduction
The Community Cleanup and Employment Pathway (CCEP) Grant Program is a signature initiative under the Clean California Program, administered by the California Department of Transportation (Caltrans). This grant program is designed to support litter abatement and public space beautification efforts on locally owned public right-ofway while creating workforce development opportunities for individuals facing barriers to employment.
Through competitive grants, the program provides funding to local agencies (including federally recognized tribal governments) to conduct targeted litter cleanup and graffiti removal activities, complemented by educational and engagement efforts that foster community pride and long-term maintenance. The program places strong emphasis on serving disadvantaged and underserved communities (as identified in Section 4.1 of grant application template) and encourages local commitment through participation in the Clean California Community designation pledge1.
A core component of this program is the creation of employment pathways through partnerships with workforce development organizations or use of existing employment development departments. These partnerships will connect justiceimpacted individuals, those experiencing homelessness, at-risk youth, and others with meaningful job training and paid transitional employment opportunities focused on litter abatement, landscaping, and environmental stewardship.
Program Objectives
• Litter and Graffiti Abatement: Support sustained litter cleanup and graffiti removal on local right-of-way.
• Workforce Development: Create transitional employment and training opportunities for vulnerable populations either through partnerships with workforce development organizations or use of existing employment development departments.
• Equity and Inclusion: Prioritize disadvantaged communities and support pathways to community self-sufficiency.
• Sustainable Community Engagement: Promote public education and antilittering campaigns. Take the online Clean California Community designation pledge to ensure sustainability and long-term impact.
By integrating cleanup, workforce development, and community engagement, the CCEP Grant Program seeks to create cleaner, safer, and more equitable public spaces throughout California.
1 https://cleanca.com/designation/
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 3 | Page
Eligible Entities
For the purposes of the CCEP Grant Program, eligible entities will be defined as:
• Local Governments – Cities, counties, and special districts responsible for community services and maintenance.
• Transit Agencies – Public transportation agencies with jurisdiction over facilities or right-of-way that intersect with cleanup needs.
• Tribal Governments – Federally recognized tribes.
• Joint Applications – Partnerships among the above entities, including collaborations with community-based organizations, workforce development boards, educational institutions, or local nonprofits, are encouraged and eligible.
Eligible Expenses
Eligible expenses may include, but are not limited to:
• Staff Time: Local agency staff time directly related to proposal delivery is eligible.
This includes staff time for developing and administering contracts, program management, and coordination with community-based organizations. • Travel Costs: Reasonable and necessary travel costs that are directly related to proposal implementation (e.g., site visits, stakeholder engagement, workforce coordination) are eligible.
• Materials and Supplies: Tools, equipment, safety gear, and cleanup supplies needed for community cleanup activities.
• Workforce Development Costs: Training, certification, stipends, or wages directly tied to workforce development opportunities for program participants. • Public Outreach and Education: Costs related to promoting cleanup events, workforce opportunities, and community engagement.
Caltrans District Partnerships
The Caltrans districts possess in-depth knowledge of the local context and unique challenges, making them invaluable enablers to support grant applicants in proposal identification, development, and implementation processes. They are encouraged to foster strong partnerships with local agencies to ensure seamless coordination and efficient proposal delivery. By leveraging their expertise and collaborating closely with stakeholders, districts can support local agencies in effectively address challenges related to waste management, graffiti, and aesthetic appeal in urban areas, ultimately beautifying public spaces within their districts.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 4 | Page
Proposals
Objectives
The grant proposal is the foundation for securing funding under the CCEP Grant Program. The proposal must demonstrate how the applicant will use grant funding to meet the program’s core objectives through locally led, community-driven efforts.
Proposals should clearly articulate the public benefit of the proposed activities, particularly in disadvantaged or underserved communities.
Applicants are expected to:
• Identify litter abatement and graffiti removal needs in specific areas of local right-of-way.
• Detail a plan for workforce development, including partnerships with workforce organizations and strategies for engaging vulnerable populations. • Commit to community engagement strategies and educational outreach that promote long-term cleanliness and civic pride.
• Demonstrate alignment with the Clean California Community designation pledge. The pledge is not required to apply for or receive funding. • Provide a sustainable approach to maintaining the public space improvements achieved through the grant.
Each proposal must be comprehensive, feasible, and results-driven, ensuring that awarded funding leads to measurable environmental, social, and economic impacts in the applicant's community.
Evaluation Criteria
Applications will be submitted by local agencies to their respective Caltrans district coordinators, then evaluated and scored competitively by the Clean CA Program based on the criteria listed below. Applications that score highest across these categories will be prioritized for funding.
1. Community Need and Impact (15 points)
• Demonstrates a clear need for litter abatement and graffiti removal, including information such as description of the history of the area, prior efforts to address the issues and how this grant will make a difference.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 5 | Page
• Identifies underserved or disadvantaged areas where the proposal will be implemented.
• Outlines benefits to public health, safety, environmental quality, and community aesthetics.
2. Workforce Development Strategy (15 points)
• Includes a detailed plan for engaging and employing vulnerable populations. • Establishes partnerships with workforce development organizations (e.g., BCOE Back 2 Work, Center for Employment Opportunities (CEO), Chrysalis or similar) or leverage existing employment departments.
• Provides evidence of transitional employment (as measured by participants who are able to find long-term employment), training, and pathways to long-term job placement.
3. Community Engagement and Education (15 points)
• Describes plans for community input, public education, and volunteer participation.
• Commits to youth education, anti-littering outreach, or (encouraged but not mandatory) participation in the Clean California Community designation program.
4. Long-Term Sustainability and Maintenance (15 points) • Outlines a long-term plan to fund the maintenance of cleaned and beautified spaces.
• Includes partnerships, volunteer programs, or recurring community events in alignment with the Clean CA community designation pledge. • Describes infrastructure or policy measures to prevent future littering.
5. Clean California Community Designation Pledge (10 points) • Applicant has taken or plans to take the Clean California Community pledge. • Demonstrates commitment to meeting at least 10 of the 15 designation criteria.
6. Proposal Feasibility and Readiness (10 points)
• Provides a detailed implementation schedule.
• Demonstrates capacity to manage the proposal, including procurement, reporting, and oversight.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 6 | Page
7. Matching Funds and Leveraged Resources (10 points)
• Describes how matching funds (cash or in-kind) will support and expand proposal activities.
• Ensures that match contributions are additive and not part of existing baseline cleanup operations.
8. Disadvantaged or Under-served Community (10 points)
Applicants will be required to include supporting documentation (e.g., CalEnviroScreen map outputs, local demographic data, or letters from community organizations) to demonstrate that the proposed project serves a disadvantaged or under-served community. The following criteria will be recognized as indicators of disadvantaged or under-served communities (see grant proposal template for details):
• Median Household Income
• CalEnviroScreen 4.0
• Free or Reduced-Price School Meals
• Healthy Places Index
• Native American Tribal Lands
Application Submissions
• The Clean CA grant program proposal template must be used for submitting the proposal. Ensure that all sections of the template are completed comprehensively and provide sufficient detail to support the evaluation and decision-making process. • Local agencies, in collaboration with districts, complete the template and submit comprehensive proposals.
• Each proposal submitted for consideration must include a letter of support from the Caltrans district that is submitting the proposal. The letter of support should demonstrate the district's endorsement to the proposal. It will serve as evidence of the district's collaboration and partnership with local agencies, ensuring seamless coordination and efficient proposal delivery. The inclusion of the letter will help validate the proposal's feasibility and foster confidence in the successful implementation of the proposal.
Outreach and Partnership
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 7 | Page
District-Level Engagement
• Caltrans district staff will serve as on-the-ground liaisons to promote the program locally, identify high-need areas, and encourage eligible applicants to submit proposals.
• District coordinators will collaborate with grant applicants to build partnerships aligned with the program’s objectives.
Encouraging Clean California Community Pledges
• As part of the outreach effort, Caltrans will actively promote the Clean California Community designation pledge, encouraging applicants to take the pledge during the grant application process.
• The Clean CA Program to provide technical assistance as needed to help communities understand the benefits of designation and complete the pledge requirements.
Through strategic outreach and strong partnerships, Caltrans will ensure that the grant program reaches a diverse range of communities and delivers equitable opportunities to participate in the Clean California mission.
Selection and Notification
1. Proposal Review and Evaluation:
o Clean CA Program reviews all proposals against qualitative evaluation criteria outlined in the guidelines.
o Proposals are assessed for alignment with waste management, graffiti mitigation, aesthetics and equity objectives.
2. Proposal Selection:
o Clean CA Program selects proposals based on evaluation results and criteria alignment. High-priority proposals that benefit underserved communities are prioritized.
3. Proposal Award Notification:
o Clean CA Program notifies Caltrans districts of the selected proposals by email.
Districts inform the corresponding local agencies about their grant award.
Debriefs will be provided upon request to applicants who were not awarded a grant.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 8 | Page
Schedule
Milestone Date
Program Launch & Public Outreach Begins July 1, 2025
Grant Guidelines Finalized & Published August 15, 2025
Call for Proposals Opens September 15, 2025
Proposal Submission Deadline November 3, 2025
Application Review and Scoring November–December
2025
Award Notifications Issued January 15, 2026
Grant Agreements Executed February–March 2026
Proposal Implementation Period Begins April 1, 2026
Quarterly Progress Check-In (Reporting
Due)
April 2026-April 2027
Proposal Implementation Period Ends April 1, 2027
Final Reports and Closeout Due November 1, 2027
Funding Mechanism
The funding mechanism for the CCEP proposals involves a restricted grant agreement (RGA) between the Caltrans district and the grant recipient (local agency, including federally recognized tribe) which is a legal mechanism that outlines the terms and conditions of the financial commitments for the awarded grant funding . It serves as a formal contract that establishes the roles and responsibilities of each party in the CCEP proposal.
The agreement includes the following elements:
• Proposal Scope: The RGA defines the scope of the proposal, detailing the specific improvements and enhancements to be undertaken within the local right-of-way.
• Funding Commitment: It outlines the financial contributions, specifying the amount that Caltrans will provide for the proposal and any in-kind contribution from the grant applicant.
• Timeline and Milestones: The agreement sets forth a clear timeline for proposal development, implementation, , and completion, including key milestones to be achieved during each phase.
• Roles and Responsibilities: It outlines the roles and responsibilities of the Caltrans district and the local agency in the proposal's execution, ensuring seamless coordination and cooperation.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 9 | Page
• Compliance and Reporting: The RGA may include requirements for compliance with relevant regulations, reporting on proposal progress, and any necessary documentation and record-keeping.
• Dispute Resolution: In the event of any disputes or disagreements, the RGA may outline a mechanism for resolving issues between the Caltrans district and the local agency.
Matching Funds / In-Kind Contributions
The CCEP Grant Program is designed to reduce financial barriers for local agencies, nonprofits, and community-based organizations. As such, no cash match requirement is imposed on applicants. However, applicants are encouraged to identify and document in-kind contributions and other non-state resources that will help maximize the impact of state funds.
Eligible In-Kind Contributions may include:
• Staff time dedicated to project planning, implementation, or coordination. • Volunteer labor associated with cleanup events, outreach, or community engagement.
• Donated materials or equipment used directly in cleanup or beautification activities.
• Facilities and meeting space contributed for trainings, workforce activities, or project planning.
• Complementary programs or services provided by partner agencies or organizations that directly support grant objectives.
Program Expectations:
• In-kind contributions are not required to apply for or receive funding. • Applicants who provide in-kind support should quantify contributions where possible (e.g., estimated dollar value of staff time, equipment, or materials). • In-kind contributions will be considered during proposal evaluation as evidence of community commitment, partnership strength, and project sustainability. • Documentation of in-kind contributions should be included in the proposal budget narrative at the time of application and reported during proposal implementation.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 10 | Page
Funding Disbursement
Grant awards will be issued as reimbursable agreements, not lump sum payments. • Reimbursable Basis: Grantees will be required to incur and document eligible expenses up front. Caltrans will then reimburse those expenses upon submission of proper invoices and supporting documentation.
• Invoicing: Invoices must include receipts, staff time records, or other documentation demonstrating that expenses are consistent with approved Caltrans Division of Local Assistance guidelines/template (Form LAP 5-A). • Payment Timeline: Reimbursements will generally be processed within 45 days of receipt of a complete and accurate invoice package.
• Advance Payments: No advance or upfront lump sum disbursements will be provided under this program.
Performance Metrics
To ensure accountability and evaluate success, all grantees are required to track and report on key performance metrics aligned with the program’s goals. These metrics will be tracked by grantees on templates provided by Caltrans to help measure the environmental, economic, and social impact of funded activities.
Environmental Impact Metrics
• Volume of litter and debris removed (in cubic yards or pounds with supporting documentation, e.g. weight/dump tickets and before/after photos) • Square footage of graffiti abated (before/after photos) • Number of litter cleanup events conducted (event attendance sheets and/or event flyers)
• Number of hard-to-recycle or bulky item collection events held (event attendance sheets and/or event flyers)
Workforce Development Metrics
• Number of individuals employed through workforce programs (with supporting documentation of individuals/crews employed, e.g. payroll logs)
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 11 | Page
• Hours of paid work experience and job training provided (with supporting documentation of individuals paid and training provided, e.g. payroll logs) • Demographics of workforce participants (e.g., justice-involved, unhoused, at-risk youth)
• Number and percentage of participants securing long-term employment postprogram Community Engagement Metrics
• Number of community volunteers engaged (attendance sheets) • Number of public outreach events or education campaigns implemented (event flyers / attendance sheets)
• Clean California Community pledge status and progress toward meeting designation criteria
• Number of community partnerships established (e.g., schools, businesses, nonprofits)
Sustainability and Maintenance Metrics
• Number of anti-litter infrastructure elements installed (e.g., bins, signage with supporting documentation, e.g. before/after photos)
• Planned frequency of cleanup and maintenance activities post-grant implementation
• Plan for ongoing community stewardship and long-term litter prevention practices post-grant implementation
Grantees will submit quarterly progress reports and a final close-out report at the end of the implementation period. These reports will summarize accomplishments, challenges, lessons learned, and include supporting documentation such as photographs, volunteer logs, and workforce data.
Clean CA Roles/Responsibilities
• Program Management: Responsible for overall program management and coordination of CCEP proposals statewide. Ensure that proposals align with the CalSTA objectives on climate action and meet the program's guidelines and priorities.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 12 | Page
• Proposal Selection: Select proposals based on factors such as recognizing underserved communities, high litter areas known challenges for waste management, graffiti, and lack of aesthetic appeal in urbanized districts and local agencies which align with CCEP Program objectives.
• Proposal Oversight: Provide oversight and guidance throughout the proposal lifecycle. Review proposals, assess their feasibility and alignment with program objectives, and ensure that the proposals adhere to the guidelines and timelines. • Technical Assistance: Provide technical assistance to grant applicants and recipients during the proposal planning and implementation phases. Provide expertise and support in areas such as graffiti abatement, employment pathways, litter abatement, beautification, , and climate action. • Budget Management: Responsible for overseeing the allocation and management of funds for CCEP proposals. Ensure that budgetary requirements are met and that funds are appropriately allocated to prioritize high-visibility proposals with an urgency to be delivered within their respective districts. • Monitoring and Evaluation: Monitor proposal progress, track milestones, and evaluate the effectiveness of implemented enhancements. Assess the impact of CCEP proposals on improving waste management practices, reducing graffiti, and enhancing the aesthetic appeal of local areas .
• Quarterly Reporting and Documentation: Maintain accurate records of proposal activities, including proposals, RGAs, progress reports, and proposal outcomes.
Prepare periodic reports to communicate proposal status, achievements, and challenges to Caltrans leadership.
District Roles
Partnership Identification
• Stakeholder Engagement: Engage with local stakeholders, such as city officials, local agency representatives, community organizations, and advocacy groups, to foster partnerships and collaborations.
Project Management and Oversight
• Project Implementation: Monitor and facilitate the implementation of proposals according to the defined scope of work, schedule, and milestones. • Communication and Coordination: Maintain regular communication and coordination with partner organizations to address any issues, provide guidance, and track progress.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 13 | Page
• Performance Evaluation: Conduct periodic evaluations to assess project performance, identify any necessary adjustments, and ensure adherence to objectives and quality standards.
Reporting and Documentation
• Progress Updates: Maintain regular communication with the Clean CA Program on project status, achievements, challenges, and any adjustments made to the scope of work or schedule.
• Documentation Retention: Ensure proper documentation of all agreements, communication records, project plans, and reports for record-keeping and future reference.
• Performance Monitoring: Monitor the progress and performance of projects to ensure the allocated funds are being effectively utilized. • Reporting: Require regular reporting from local/transit agencies on the implementation and outcomes of the funded projects, including progress updates and evaluation results.
• Data Collection: Coordinate with partners to collect relevant project data, metrics, and deliverables.
Invoice Verification (Reimbursement)
• Ensure Compliance with RGA: Confirm that submitted invoices align with the terms and conditions outlined in the RGA.
• Validate Eligible Expenditures: Review costs to ensure they are allowable under program guidelines, e.g., litter abatement, beautification, and employment pathway activities.
• Confirm Completion of Work: Verify that the work claimed in the invoice has been completed as described, including site visits or photographic documentation if required.
• Check Supporting Documentation: Ensure that all required backup materials (e.g., receipts, timesheets, contractor invoices) are included and accurate. • Monitor Project Progress: Track milestones and deliverables to confirm that the project is on schedule and consistent with the approved scope. • Coordinate with Local Agencies: Communicate with grantees to resolve discrepancies, request missing documentation, or clarify unclear charges.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 14 | Page
• Approve for Reimbursement: Once verified, inform the Clean California Program to proceed with payment processing by Caltrans Accounting. • Report and Escalate Issues: Flag any non-compliance, ineligible costs, or incomplete work for further review and potential corrective action.
Project Close-out Verification
• Review Final Deliverables: Confirm that all project components were completed as outlined in the original grant scope and agreement.
• Verify Documentation Accuracy: Ensure the closeout report includes complete and accurate records, e.g. before/after photos, receipts, payroll logs, and performance metrics.
• Confirm Use of Funds: Check that all expenditures align with approved budget categories and Clean CA eligibility requirements.
• Assess Community Impact: Evaluate whether the project met its stated goals (e.g., litter reduction, beautification, job creation) and delivered measurable benefits.
Stakeholder Engagement
• Community Outreach: Engage with local communities to provide updates on project progress, gather feedback, and address any concerns or inquiries related to the urbanized transit projects.
• Public Awareness: Promote the projects and their benefits to raise public awareness of their benefits, climate action goals, and improvements in active transportation, micro-mobility, and transit station aesthetics.
Grant Recipient Responsibilities
RGA Development
• Scope of Work: Collaborate with Caltrans district coordinator to define the scope of work for each proposal, including the specific activities, objectives, and desired outcomes.
• Schedule and Milestones: Work with Caltrans district coordinator to establish a comprehensive schedule with realistic milestones to ensure completion of all proposals. The schedule should consider proposal complexity, resource availability, and potential challenges that may arise during implementation. • Resource Planning: Determine the necessary resources, including funding, personnel, equipment, and materials, required to execute the proposals successfully.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 15 | Page
• Legal and Administrative Considerations: Ensure that all RGAs and cooperative agreements comply with Caltrans legal requirements and administrative procedures.
Proposal Management and Oversight
• Proposal Implementation: Monitor and facilitate the implementation of proposals according to the defined scope of work, schedule, and milestones. • Communication and Coordination: Maintain regular communication and coordination with Caltrans district coordinator to address any issues, provide guidance, and track progress.
• Performance Evaluation: Conduct periodic evaluations to assess proposal performance, identify any necessary adjustments, and ensure adherence to objectives and quality standards.
Reporting and Documentation
• Progress Updates: Maintain regular communication with the Caltrans district coordinator and Clean CA Program on proposal status, achievements, challenges, and any adjustments made to the scope of work or schedule. • Documentation Retention: Ensure proper documentation of all agreements, communication records, proposal plans, and reports for record-keeping and future reference.
• Performance Monitoring: Monitor the progress and performance of proposals to ensure the allocated funds are being effectively utilized. • Quarterly Reporting: Complete quarterly reporting on the implementation and outcomes of the funded proposals, including progress updates and evaluation results.
• Data Collection: Collect relevant proposal data, metrics, and deliverables.
Final Vouchering and Project Close-out
• Submit Final Documentation: Provide a comprehensive close-out report detailing completed work, expenditures, and outcomes.
• Include Proof of Completion: Attach visual evidence (e.g., before/after photos), final deliverables, and any required certifications to demonstrate project completion. • Provide Financial Reconciliation: Submit a final invoice with itemized costs and supporting documentation to reconcile total grant expenditures.
Clean CA Program
Community Cleanup and Employment Pathway Grant Program Guidelines 16 | Page
• Address Scope and Budget Alignment: Confirm that all activities and costs align with the approved project scope and budget in the RGA.
• Respond to Caltrans Requests: Be prepared to clarify, revise, or supplement the report if requested by Caltrans District Coordinators.
• Submit Final Voucher Request: Package the close-out report with the final payment request for review and approval by Caltrans.
Stakeholder Engagement
• Community Outreach: Engage with local communities to provide updates on proposal progress, gather feedback, and address any concerns or inquiries related to the urbanized CCEP proposals.
• Public Awareness: Promote the proposals and their benefits to raise public awareness of their benefits, climate action goals, and improvements in graffiti abatement, employment pathways, litter abatement , and local area aesthetics.
In addition, applicants are encouraged to include:
• Community education campaigns that highlight the impacts of litter, encourage behavior change, and promote responsible waste disposal. • Engagement strategies such as school partnerships, volunteer events, and youth training that build long-term stewardship.
• Collaboration with local businesses to reduce litter at the source (e.g., convenience stores, fast food outlets, or transit hubs).
Clean California CCEP Program
Restricted Grant Agreement Package Checklist
Complete Restricted Grant Agreement (RGA) packages shall be submitted through email to the Caltrans District CC Grant Coordinator. Documents listed below for Agencies submittal are to be in pdf format. It is recommended that each document be submitted as a one PDF containing all documents. Submittal will all be via email, no mailed copies of the RGA will be accepted.
The Final RGA Executed packages, once executed by Caltrans, will be returned to Agency and will include the following;
• Fully Executed RGA’s signed by both the Agency and Caltrans • CCEP Guidelines
• Approved Indirect Cost Rate (if applicable)
• Approved Grant Proposal Application
District: ______
Agency Name: ______________________________________
Project Name:
___________________________________________________________________________ Agency shall submit to Caltrans District CC Grant Coordinator the following:
• RGA’s signed by agency authorized signatory
• Approved Indirect Cost Rate (if applicable)
• Grant Application signed by agency authorized signatory • Completed RGA Checklist
Directions:
Awardee shall complete the following checklist. Once checklist is complete, the document shall be flattened prior to submittal to the Caltrans District CC Grant Coordinator as part of the signed RGA package.
1. All Restricted Grant Agreement packages must include a completed Payee Data Record (STD 204) prior to grant agreement execution, to be submitted via email to [email protected]. Have you submitted the Payee Data Record (STD 204) and cc'd your District CC Grant Coordinator? Yes N/A-one is on file already
2. If seeking reimbursement for indirect costs attach the approved Indirect Cost Rate sheet prior to grant agreement execution. Have you attached the approved indirect cost rate sheet?
Yes N/A
3. Is Agency seeking for reimbursement payments to be electronically transferred directly to the Agency’s designated banking account using an electronic funds transfer? If yes, have you submitted the Electronic Funds Transfer (EFT) Enrollment Form FA 2656 to Caltrans' Division of Accounting?
Yes N/A
4. Has Agency attached the Grant Application, including all applicable amended documents and attachments, and signed by the individual identified as the Agency legal authority?
Yes
5. All Restricted Grant Agreement packages must include this RGA Checklist. Have you completed this RGA checklist?
Yes
_____________________________ ___________________________ _____________ Local Agency Contact Name Local Agency Signature Date
District CC Grant Coordinator Name: _________________________ Date: ___________ To Be Completed by Caltrans District CC Grant Coordinator I, the Catrans District CC Grant Coordinator for the above referenced project, have reviewed the submitted RGA package from the Agency. I have confirmed all items identified for submittal to CC Managers listed above are complete and have been submitted.
Yes
CONSENT CALENDAR 8.N.
DATE: June 9, 2026
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING: 1) ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CITY OF VALLEJO/REDEVELOPMENT AGENCY ("RDA") LOANS AND LOAN DOCUMENTS PROVIDED TO SERENO VILLAGE ASSOCIATES; 2) THE PARTIAL REPAYMENT OF
THE PARK FEES (COMMONLY REFERRED TO AS GREATER VALLEJO RECREATION DISTRICT (GVRD) FEES) AND GENERAL FUND LOAN; 3) FULL REPAYMENT OF THE VALLEJO FLOOD AND WASTEWATER DISTRICT LOAN AND; 4) SUBORDINATION OF SAID LOANS TO THE PROJECT’S CONSTRUCTION AND PERMANENT LENDERS.
RECOMMENDATION
Adopt a resolution approving the drafted assignment and assumption and amendment of loan documents for the three loans originally provided to Citizens Housing Corporation (CHC) and subsequently assigned to Sereno Village Associates, which will be further assigned to Eden Sereno Village, L.P. or an affiliate thereof (collectively, “Eden”) for rehabilitation and construction for the Sereno Village affordable housing project located at 750 Sereno Drive (the “Project”).
The City of Vallejo loan modifications as drafted in the loan documents include:
1. Assignment and Assumption and Amendment of Loan Documents (Sereno Village Acquisition Loan & Permanent Financing Loans);
2. Assignment and Assumption and Amendment of the GVRD Loan and partial repayment in an equal amount to the VFWD payoff amount of $370,108.
3. Subordination Agreement to the Project’s construction and permanent lenders; and
4. Repayment of the Vallejo Flood and Wastewater District (VFWD) loan with current amount of $370,108.
REASONS FOR RECOMMENDATION
Eden Housing has received an award for 4% tax credits and tax-exempt bonds from the State of California to support a substantial rehabilitation of Sereno Village, a 100% affordable housing community located in the City of Vallejo. The State of California requires that the financing close and begin renovation within the stated Readiness deadlines dictated by the funding resolution. The Assignment and Amendment of the City of Vallejo’s and Former Redevelopment Agency existing loan documents and regulatory agreements on the property will allow Eden to close the construction financing and begin and complete the project’s renovation, close the permanent financing and preserve 125 low-income units. The Project is currently scheduled to close its financing and begin the renovation by June 23, 2026.
BACKGROUND AND DISCUSSION
At the November 18, 2025 meeting, the City Council of the City of Vallejo adopted a Resolution authorizing: 1) the assignment and amendment of three City of Vallejo/RDA loans provided to Sereno Village Associates; 2)
Date: June 9, 2026
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING: 1) ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CITY OF VALLEJO/REDEVELOPMENT AGENCY ("RDA") LOANS AND LOAN DOCUMENTS PROVIDED TO SERENO VILLAGE ASSOCIATES; 2) THE PARTIAL REPAYMENT
OF THE PARK FEES (COMMONLY REFERRED TO AS GREATER VALLEJO RECREATION DISTRICT (GVRD) FEES) AND GENERAL FUND LOAN; 3) FULL
REPAYMENT OF THE VALLEJO FLOOD AND WASTEWATER DISTRICT LOAN AND; 4) SUBORDINATION OF SAID LOANS TO THE PROJECT’S CONSTRUCTION AND PERMANENT LENDERS.
partial repayment of the loan of park fees (commonly referred to as GVRD fees) and General Fund loan; and (3) full repayment of the Vallejo Flood and Wastewater District loan.
Sereno Village is a 125-unit family apartment complex located at 750 Sereno Drive in Vallejo, CA. The project is 100% affordable and is under an existing California Tax Allocation Committee (CTCAC) regulatory agreement which expires in 2059 and an existing Redevelopment Agency of the City of Vallejo Affordable Housing Covenant which expires in 2055. Sereno Village was originally developed by Citizens Housing Corporation (CHC). After the dissolution of CHC, Eden Housing took over ownership and operation of Sereno Village and assumed the existing loans on title.
Below is a table summarizing the project’s current loans and accrued interest as of October 31, 2025 ( for City of Vallejo loans):
LENDER LOAN TYPE/ YEAR ORIGINAL
PRINCIPAL
CURRENT
PRINCIPAL
ACCRUED
INTEREST
TERM REPAYMEN
T
INTEREST
RATE/NOTES
LOAN
STATUS
City of Vallejo
(Redevelopment Agency)
Permanent Loan /
2003
$1,900,000 $1,900,000 $1,352,852 30 years Residual
receipts
3% simple
interest
Current
City of Vallejo
(Redevelopment Agency)
Acquisition Loan /
2003
$600,000 $600,000 $448,767 30 years Residual
receipts
3% simple
interest
Current
City of Vallejo General Fund and
Park fees loan / 2003
$1,602,463 $915,981 $410,627 15 years
(matured)
Residual
receipts
3% simple
interest prior to
maturity
Matured
Vallejo Flood and
Wastewater District
(VFWD)
VFWD Loan $351,635 $253.368 $117,025 Matured Due and
Payable
- Matured
Below is a table summarizing the project’s amended loans.
LENDER LOAN TYPE/ YEAR ORIGINAL
PRINCIPAL
CURRENT
PRINCIPAL
ACCRUED
INTEREST
TERM REPAYMEN
T
INTEREST
RATE/NOTES
LOAN
STATUS
City of Vallejo
(combined two City
loans)
Permanent Loan / Recast $1,900,000 +
$600,000
$1,900,000 +
$600,000
$1,352,852
+$448,767
55 years
Residual
receipts
AFR interest Recast
at
closing
City of Vallejo GVRD General Fund and Park
fees loan / Recast
$1,602,463 $915,981 $410,627 55
years
Residual
receipts
AFR interest Recast
at
closing
Sereno Village needs a substantial renovation to ensure the affordable units do not fall offline. The property was originally constructed in 2003, and except for exterior painting and ongoing maintenance, no major capital repairs have occurred.
On November 19, 2025, Sereno Village was awarded 4% tax credits from CTCAC to fund a rehabilitation of Sereno Village. These funds will be used to complete much needed upgrades to the property that will improve the lives of Vallejo residents. The State of California requires that the project begin renovation within the State’s readiness deadline as memorialized in the funding award.
Date: June 9, 2026
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING: 1) ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CITY OF VALLEJO/REDEVELOPMENT AGENCY ("RDA") LOANS AND LOAN DOCUMENTS PROVIDED TO SERENO VILLAGE ASSOCIATES; 2) THE PARTIAL REPAYMENT
OF THE PARK FEES (COMMONLY REFERRED TO AS GREATER VALLEJO RECREATION DISTRICT (GVRD) FEES) AND GENERAL FUND LOAN; 3) FULL
REPAYMENT OF THE VALLEJO FLOOD AND WASTEWATER DISTRICT LOAN AND; 4) SUBORDINATION OF SAID LOANS TO THE PROJECT’S CONSTRUCTION AND PERMANENT LENDERS.
To facilitate a rehabilitation of the property, Eden is requesting that the City approve the presented loan documents and subordination agreements. These documents include the terms consented to at the November 18, 2025, City of Vallejo City Council meeting. The specific terms are described in the attached loan documents.
FISCAL IMPACT
There is no immediate fiscal impact to the City/Successor Agency. The proposed loan modifications:
extending the loan term, recasting principal and interest at the Applicable Federal Rate, and subordinating the loans to the Project’s construction and permanent financing, are structured to preserve the long-term viability of the Sereno Village affordable housing project while maintaining the City’s ability to recover the outstanding loan balance over time. These changes do not require additional City funding at this time. At the time of loan closing, the VFWD loan will be paid off $370,108 and the GVRD loan will be paid down by an equal amount $370,108.
ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.
ATTACHMENTS
1. Resolution of City Council Consenting to the Assignment and Amendment of City Loans CAO Stamp
2. City Loan - Assignment and Assumption and Amendment ($1.9mm + $600k) (v2) (Pending Final Review) (703715) (5) CAO STAMP
3. GVRD Loan - Assignment and Assumption and Amendment ($1.6mm) (v2) (Pending Final Review) (703714) (1) CAO STAMP
4. US BANK - SERENO - Subordination Agreement (City of Vallejo)_lz_4.16 (6) CAO STAMP
CONTACT
Gillian Haen, Assistant City Manager (707) 648-4163
[email protected]
Approved as to form:
By: for
Veronica Nebb, City Attorney
RESOLUTION NO. ______N.C.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING:
1) ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CITY OF
VALLEJO/REDEVELOPMENT AGENCY ("RDA") LOANS AND LOAN DOCUMENTS PROVIDED TO SERENO VILLAGE ASSOCIATES; 2) THE PARTIAL REPAYMENT OF
THE PARK FEES (COMMONLY REFERRED TO AS GREATER VALLEJO RECREATION DISTRICT (GVRD) FEES) AND GENERAL FUND LOAN; 3) FULL REPAYMENT OF THE VALLEJO FLOOD AND WASTEWATER DISTRICT LOAN AND; 4) SUBORDINATION OF SAID LOANS TO THE PROJECT’S CONSTRUCTION AND PERMANENT LENDERS AND APPROVAL OF AGREEMENTS RELATED THERETO.
WHEREAS, Sereno Village Associates (the “Partnership”) is the owner and operator of Sereno Village, a 125-unit low-income affordable housing property located at 750 Sereno Drive in the City of Vallejo (the “Project”). The Partnership took control of the Project upon Citizens Housing Corporation dissolution; and
WHEREAS, the Project has received an allocation of tax-exempt bonds and corresponding tax credits, which will be used to finance the substantial rehabilitation thereof. The associated finance transaction will involve the transfer of the Project to an affiliate of Eden Housing, Inc. (the “Project Re-syndication”); and
WHEREAS, the State of California requires that the financing close and begin renovation within the stated Readiness deadlines dictated by the funding resolution; and WHEREAS, the Assignment and Amendment of the City of Vallejo’s and Former Redevelopment Agency existing loan documents and regulatory agreements on the property will allow Eden to close the construction financing and begin and complete the project’s renovation, close the permanent financing and preserve 125 low-income units; and WHEREAS, the proposed loan modifications: extending the loan term, recasting principal and interest at the Applicable Federal Rate, and subordinating the loans to the Project’s construction and permanent financing, are structured to preserve the long-term viability of the Sereno Village affordable housing project while maintaining the City’s ability to recover the outstanding loan balance over time, and these changes do not require additional City funding at this time; and WHEREAS, given the anticipated Project Re-syndication, staff is recommending City Council consent to: (i) assignment and assumption and amendment of City of Vallejo/Redevelopment Agency ("RDA") loans and loan documents provided to Sereno Village associates; (ii) the partial repayment of the park fees (commonly referred to as Greater Vallejo Recreation
District (GVRD) fees) and General Fund loan; (iii) full repayment of the Vallejo Flood and Wastewater District loan and; (iv) subordination of said loans to the project’s construction and permanent lenders.
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby consents to and approves the 1) assignment and assumption and amendment of City of Vallejo/Redevelopment Agency ("RDA") loans and loan documents provided to Sereno Village Associates; 2) the partial repayment of the park fees (commonly referred to as Greater Vallejo Recreation District (GVRD) fees) and General Fund loan; 3) full repayment of the Vallejo Flood and Wastewater District loan and; 4) subordination of said loans to the project’s construction and permanent lenders.
BE IT FURTHER RESOLVED that the City Council of the City of Vallejo hereby approves the following agreements:
1. Assignment and Assumption and Amendment of Loan Documents (Sereno Village Acquisition Loan & Permanent Financing Loan);
2. Assignment and Assumption and Amendment of Loan Documents (Sereno Village GVRD Loan);
3. Subordination Agreement (City of Vallejo).
PASSED AND ADOPTED by the City Council of the City of Vallejo at a regular meeting thereof held on June 9, 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________________
ANDREA SORCE, MAYOR
ATTEST:
________________________________________
DAWN G. ABRAHAMSON, CITY CLERK
1 165.202/703715
Approved as to form:
By: for
Veronica Nebb, City Attorney
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Vallejo
555 Santa Clara St
Vallejo, CA 94590
Attn: City Clerk
APN: 0052-180-120 Space above this line for Recorder’s use.
ASSIGNMENT AND ASSUMPTION AND AMENDMENT
OF LOAN DOCUMENTS
(SERENO VILLAGE ACQUISITION LOAN & PERMANENT FINANCING LOAN) This ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF LOAN
DOCUMENTS (the “Amendment”) is entered into as of June 1, 2026, by and among SERENO VILLAGE ASSOCIATES, a California limited partnership (the “Assignor”), EDEN SERENO VILLAGE, L.P., a California limited partnership (the “Assignee”), and THE SUCCESSOR
AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF VALLEJO, a public body, corporate and politic (the “SUCCESSOR AGENCY”) with reference to the following facts:
A. Pursuant to the Assignor’s development of that certain 125-unit low-income multifamily housing project commonly known as Sereno Village (the “Project”), which is situated on that certain parcel located in the City of Vallejo, California as more particularly described at Exhibit A attached hereto, the former Redevelopment Agency of the City of Vallejo (“Former Agency”) made an acquisition loan to the Assignor in the original principal amount of $600,000 (the “Acquisition Loan”) and a permanent financing loan in the original principal amount of $1,900,000 (the “Permanent Loan”). The Acquisition Loan and the Permanent Loan are collectively referred to herein, as the “Loans.”
B. The Acquisition Loan is evidenced by that certain Acquisition Loan Note in favor of the Former Agency dated November 30, 2000, as amended (the “Acquisition Note”). The Acquisition Note is secured by that certain Deed of Trust and Assignment of Rents for the benefit of the Former Agency dated November 30, 2000, and recorded in the Solano County
2 165.202/703715
Official Records (the “Official Records”) on December 5, 2000 as document number 2000- 00103136, as amended (the “Acquisition Deed of Trust”).
C. The Permanent Loan is evidenced by that certain Permanent Financing Loan Note in favor of the Former Agency dated February 11, 2002 (provided, the note contains a handwritten typo indicated the date is February 11, 20002), as amended (the “Permanent Note”).
The Permanent Note is secured by that certain Short Form Deed of Trust and Assignment of Rents (Individual) for the benefit of the Former Agency dated February 11, 2002, and recorded in the Official Records on February 13, 2002 as document number 2002-00019392, as amended (the “Permanent Deed of Trust”).
D. The Loans are further subject to the terms set out in that certain Participation Agreement effective by and between the Assignor (through its predecessor in interest) and the Former Agency dated November 30, 2000 (the “Participation Agreement”).
E. In connection with the Loans, Assignor entered that certain Affordable Housing Covenant in favor of the Former Agency dated November 30, 2000 and recorded in the Official Records on December 5, 2000 as document number 2000-00103135, as amended by that certain Amendment to Affordable Housing Covenant dated February 8, 2002 and recorded in the Official Records on February 13, 2002 as document number 2002-00019388, and as amended by that certain Second Amendment to Affordable Housing Covenant dated December 12, 2011 and recorded in the Official Records on January 1, 2012 as document number 2012-00009297 (collectively, the “Affordable Housing Covenant”).
F. The Acquisition Note, the Acquisition Deed of Trust, the Permanent Note, the Permanent Deed of Trust, the Participation Agreement, the Affordable Housing Covenant, and any other documents evidencing or securing the Loans shall collectively be referred to herein as the “Loan Documents.” Capitalized terms used in this Amendment with respect to the Acquisition Loan and not otherwise defined shall have the meaning set forth in the Acquisition Note, the Acquisition Deed of Trust, the Participation Agreement, and the Affordable Housing Covenant, and capitalized terms used in this Amendment with respect to the Permanent Loan and not otherwise defined shall have the meaning set forth in the Permanent Note, the Permanent Deed of Trust, the Participation Agreement, and the Affordable Housing Covenant.
G. The Assignee (henceforth, the “Maker,” the “Participant,” and/or the “Borrower” under the Loan Documents) is acquiring the Project from the Assignor for purposes of rehabilitating, improving, owning, and operating the Project.
H. Pursuant to this Amendment, Assignor, with the consent of the Successor Agency, will assign to Assignee, and Assignee will accept the assignment from Assignor, of all of Assignor’s rights, title, interest, and obligations with respect to the Loan Documents. Following the assignment of the Loan Documents from Assignor to Assignee, the Assignee and the
3 165.202/703715
Successor Agency desires to release Assignor from all obligations in connection with the Loan Documents.
I. Assignee and the Successor Agency desire to amend certain provisions of the Loan Documents as set forth below.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee all of its rights and obligations under the Loan Documents (collectively, the “Assignment”). Assignee hereby accepts the Assignment, assumes Assignor’s obligation to repay the Loan, and assumes all obligations of Assignor under the Loan Documents. Henceforth, any reference to Assignor in the Loan Documents shall be deemed a reference to the Assignee.
2. Consent to Assignment. The Successor Agency hereby consents to the assignment of the Loan Documents from Assignor to Assignee and, effective upon such assignment, the Successor releases Assignor from any and all obligations and liabilities thereunder.
3. No Default; Estoppel Provisions.
(a) The Successor Agency acknowledges and agrees that as of the date hereof, to the actual knowledge of the Successor Agency, without duty of inquiry or investigation, no event has occurred and is continuing which would constitute a default, and no event has occurred and is continuing which with notice or the passage of time or both, would be an event of default, under any of the Loan Documents.
(b) The Successor Agency acknowledges and agrees that the Loan Documents are in full force and effect, as amended or modified by this Amendment.
4. Amendment to Participation Agreement.
(a) All references in the Participation Agreement to “Participant” are hereby made to refer to the Assignee.
(b) The parties agree that all income level definitions, including those set forth in Section I.A and Section IV.A of the Participation Agreement, shall reference the income limits promulgated by the California Tax Credit Allocation Committee. (c) Section 301 of the Participation Agreement is hereby amended to update the referenced principal Acquisition Loan amount to [$1,048,767].
4 165.202/703715
(d) Section 303 of the Participation Agreement is hereby amended to update the referenced principal Permanent Loan amount to [$3,252,852]. (e) The Participation Agreement is hereby amended to delete the unit mix set out at Section 1.B of Exhibit C and replace it as follows:
Unit Type Total Units
1BR 44
2BR 41 (includes one manager unit)
3BR 31
4BR 9
(f) The Successor Agency acknowledges that all conditions precedent and covenants in the Participation Agreement relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
5. Amendment to Acquisition Deed of Trust.
(a) All references in the Acquisition Deed of Trust to “Trustor” are hereby made to refer to the Assignee.
(b) Section 1 of the Acquisition Deed of Trust is hereby amended to update the referenced principal loan amount to [$1,048,767].
(c) The Acquisition Deed of Trust is hereby amended to add a new Section 2 as follows:
The Deed of Trust shall at all times be subordinate to the construction loan from US Bank and the permanent loan from the San Francisco Housing Accelerator Fund (or its affiliates or assigns) encumbering the Property, and the City agrees to execute and deliver such subordination agreements or other instruments as may be required by said lender from time to time to effectuate such subordination. (d) The Successor Agency acknowledges that all conditions precedent and covenants in the Acquisition Deed of Trust relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
6. Amendment to Acquisition Note.
(a) All references in the Acquisition Note to “Maker” are hereby made to refer to the Assignee.
5 165.202/703715
(b) The Acquisition Note is hereby amended to update the referenced principal loan amount to [$1,048,767].
(c) The first paragraph of the Acquisition Note is amended to provide that interest on the Loan shall accrue from the date of this Amendment at 4.87%, compounding annually.
(d) Section 3 of the Acquisition Note is hereby amended to update the referenced maturity date to the date that is 58 years from the date this Amendment is recorded in the Official Records.
(e) Section 3.a and 3.b of the Acquisition Note are hereby amended by deleting subsection a. and b. in their entirety and replacing it with the following: “To the extent there is Surplus Cash available from the Project, Surplus Cash shall be disbursed and credited as follows: fifty percent fifty percent (50%) of the Surplus Cash from the Project shall be paid to the Holder and shall be used to repay amounts due and owing hereunder, and the remaining fifty percent (50%) of the Surplus Cash from the Project shall be paid to or retained by the Maker. (f) Section 3 of the Note is hereby amended to add the following at the end of the Section:
Notwithstanding anything to the contrary contained herein, the allocation of the share of Surplus Cash to be paid to Holder pursuant to Sections 3.a and 3.b above shall be split among all of the soft lender loans, which include the Acquisition Loan ([$1,048,767]), Permanent Loan ([$3,252,852]), and the GVRD Loan ([$1,326,608]), in proportion to the original principal amount of each loan as of the date hereof, on a pro-rata basis, as follows:
Acquisition Loan [19%]
Permanent Loan [58%]
GVRD Loan [24%]
Total: 100%
(g) Section 4.a of the Acquisition Note is hereby amended to provide that the defined operating expenses shall include a general partnership management fee in the amount of $35,000 for 2026 and increasing at a rate of 3% annually thereafter, a limited partner asset management fee in the amount of $7,500 for 2026 and increasing at a rate of 3% annually thereafter, resident services fees, a property management fee in the amount of $105,000 for 2026 and increasing at a rate of 3.5% annually (or such greater amount approved in the annual budget, any Credit Deficiencies and Tax Equivalency Payments (as defined in the Partnership Agreement), any Default Cash Priority (as defined in the Partnership Agreement), any
6 165.202/703715
replenishment of the Operating Reserve or Replacement Reserve (as required per the Partnership Agreement), thereafter, insurance premiums, repayment of development advances and partner loans in accordance with the limited partnership agreement of Assignee, capital improvements, and legal services.
(h) Section 4.b(i) of the Acquisition Note is hereby amended to replace the maximum management fee amount with a cross reference to the amount authorized at Section 4.a.
(i) The Successor Agency acknowledges that all conditions precedent and covenants in the Acquisition Note relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived
7. Amendment to Permanent Deed of Trust.
(a) All references in the Permanent Deed of Trust to “Trustor” are hereby made to refer to the Assignee.
(b) Section 1 of the Permanent Deed of Trust is hereby amended to update the referenced principal loan amount to [$3,252,852].
(c) The Permanent Deed of Trust is hereby amended to add a new Section 2 as follows:
The Deed of Trust shall at all times be subordinate to the construction loan from US Bank and the permanent loan from the San Francisco Housing Accelerator Fund (or its affiliates or assigns) encumbering the Property, and the City agrees to execute and deliver such subordination agreements or other instruments as may be required by said lender from time to time to effectuate such subordination. (d) The Successor Agency acknowledges that all conditions precedent and covenants in the Permanent Deed of Trust relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
8. Amendment to Permanent Note.
(a) All references in the Permanent Note to “Maker” are hereby made to refer to the Assignee.
(b) The Permanent Note is hereby amended to update the referenced principal loan amount to [$3,252,852].
7 165.202/703715
(c) The first paragraph of the Permanent Note is amended to provide that interest on the Loan shall accrue from the date of this Amendment at 4.87, compounding annually.
(d) Section 3 of the Permanent Note is hereby amended to update the referenced maturity date to the date that is 58 years from the date this Amendment is recorded in the Official Records.
(e) Section 3.a and 3.b of the Permanent Note are hereby amended by deleting subsection a. and b. in their entirety and replacing it with the following: “To the extent there is Surplus Cash available from the Project, Surplus Cash shall be disbursed and credited as follows:
fifty percent fifty percent (50%) of the Surplus Cash from the Project shall be paid to the Holder and shall be used to repay amounts due and owing hereunder, and the remaining fifty percent (50%) of the Surplus Cash from the Project shall be paid to or retained by the Maker. (f) Section 3 of the Note is hereby amended to add the following at the end of the Section:
Notwithstanding anything to the contrary contained herein, the allocation of the share of Surplus Cash to be paid to Holder pursuant to Sections 3.a and 3.b above shall be split among all of the soft lender loans, which include the Acquisition Loan ([$1,048,767]), Permanent Loan ([$3,252,852]), and the GVRD Loan ([$1,326,608]), in proportion to the original principal amount of each loan as of the date hereof, on a pro-rata basis, as follows:
Acquisition Loan [19%]
Permanent Loan [58%]
GVRD Loan [24%]
Total: 100%
(g) Section 4.a of the Permanent Note is hereby amended to provide that the defined operating expenses shall include a general partnership management fee in the amount of [$35,000] for 2026 and increasing at a rate of 3% annually thereafter, a limited partner asset management fees in the amount of [$7,500] for 2026 and increasing at a rate of 3% annually thereafter, resident services fees, a property management fee in the amount of [$105,000] for 2026 and increasing at a rate of 3.5% annually thereafter, insurance premiums, repayment of development advances and partner loans in accordance with the limited partnership agreement of Assignee, capital improvements, and legal services.
(h) Section 4(b)(i) of the Permanent Note is hereby amended to replace the maximum asset management fee and partnership management fee amounts with a cross reference to the amount authorized at Section 4.a.
8 165.202/703715
(i) The Successor Agency acknowledges that all conditions precedent and covenants in the Permanent Note relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
9. Amendment to the Affordable Housing Covenant.
(a) All references in the Affordable Housing Covenant to “Owner” are hereby made to refer to the Assignee.
(b) The parties agree that all income level definitions, including those set forth in Section 1.B of the Affordable Housing Covenant, shall reference the income limits promulgated by the California Tax Credit Allocation Committee. (c) Section 12.a of the Affordable Housing Covenant is hereby amended to provide that the approved Project Expenses shall include a general partnership management fee in the amount of $35,000 for 2026 and increasing at a rate of 3% annually thereafter, a limited partner asset management fees in the amount of $7,500 for 2026 and increasing at a rate of 3% annually thereafter, resident services fees, a property management fee in the amount of $105,000 for 2026 and increasing at a rate of 3.5% annually (or such greater amount approved in the annual budget) thereafter, insurance premiums, repayment of development advances and partner loans in accordance with the limited partnership agreement of Assignee, capital improvements, and legal services.
(d) Section 12.b of the Affordable Housing Covenant is hereby deleted. (e) Section 13.b of the Affordable Housing Covenant is hereby amended to provide that the Owner shall be entitled to withdraw funds from its Operating Reserve Account to fund operating expenses without Agency approval for so long as U.S. Bancorp Community Development Corporation (or its affiliate) remains an investor limited partner in the Owner, and otherwise only with prior approval of the Agency.
(f) The Successor Agency acknowledges that all conditions precedent and covenants in the Affordable Housing Covenant relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
10. General Amendments Applicable to All Loan Documents. (a) All notices to Maker under the Loan Documents shall be sent to:
Eden Sereno Village, L.P.
c/o Eden Housing, Inc.
22645 Grand St.,
9 165.202/703715
Hayward, CA 94541
With a copy to:
Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attention: Evan Gross, Esq.
(b) All notices to Successor Agency under the Loan Documents shall be sent to:
555 Santa Clara St
Vallejo, CA 94590
Attn: City Manager
(c) Prior to exercising remedies under the Loan Documents, City will give Assignee’s tax credit investor limited partner (the “Limited Partner”) a copy of any written notice it gives to Assignee under the Loan Documents at the following address:
U.S. Bancorp Community Development Corporation
505 North Seventh Street, 10th Floor
USB Project No.: 36055
Mail Code: SL-MO-T10F
St. Louis, MO 63101
With a copy to:
Jill Goldstein, Esq.
Kutak Rock LLP
1650 Farnam Street
Omaha, NE 68102
Phone: (402) 346-6000
Fax: (402) 346-1148
(d) If Limited Partner presents payment or otherwise cures a monetary or nonmonetary default within the cure periods set forth in the Loan Documents, Successor Agency will accept such action as curing the respective default under the Loan Documents. (e) Successor Agency approves Limited Partner’s admission to Assignee.
Successor Agency will permit Limited Partner to transfer its limited partner interest to an affiliate of Limited Partner and transfer interests within the limited partner without consent. For purposes of this subparagraph, “affiliate” shall mean any entity in whom U.S. Bancorp or
10 165.202/703715
Assignee’s limited partner owns a majority interest. Successor Agency will permit Limited Partner to remove and/or replace the general partner of Assignee in accordance with Assignee’s partnership agreement. Successor Agency shall be provided with written notice of such replacement and Successor Agency shall receive executed copies of any and all documents necessary to effect such replacement.
11. Effective Date. This Amendment shall be effective as of the date of recordation.
12. Counterparts. This Amendment may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment. [Signature Pages Follow]
11 165.202/703715
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ASSIGNOR:
SERENO VILLAGE ASSOCIATES,
a California limited partnership
By: Eden Sereno, LLC,
a California limited liability company,
its general partner
By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager
By: ____________________________
Andrea Osgood,
Chief of Real Estate Development &
Executive Vice President
ASSIGNEE:
EDEN SERENO VILLAGE, L.P.,
a California limited partnership
By: Eden Sereno Village LLC,
a California limited liability company,
its general partner
By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager
By: ____________________________
Andrea Osgood,
Chief of Real Estate Development &
Executive Vice President
12 165.202/703715
SUCCESSOR AGENCY:
SUCCESSOR AGENCY,
a public body, corporate and politic
By:
Name:
Its:
13 165.202/703715
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 )
County of ____________________)
On_____________ before me, _____________________________, Notary Public, a Notary Public in and for said State, personally appeared,
_______________________________________________________________________, proved to me 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_____________________________
14 165.202/703715
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 )
County of ____________________)
On_____________ before me, _____________________________, Notary Public, a Notary Public in and for said State, personally appeared,
_______________________________________________________________________, proved to me 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_____________________________
15 165.202/703715
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 )
County of ____________________)
On_____________ before me, _____________________________, Notary Public, a Notary Public in and for said State, personally appeared,
_______________________________________________________________________, proved to me 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_____________________________
16 165.202/703715
EXHIBIT A
LEGAL DESCRIPTION
That certain parcel of land situated in the County of Solano, City of Vallejo, State of California and more particularly described as follows:
PARCEL ONE:
Portion of Parcels 1 and 2 as said Parcels are shown on that certain Parcel Map filed June 13, 2001 in Book 42 of Parcel Maps, Page 75, Solano County Records, as described in Notice of Minor Lot Line Adjustment recorded July 29, 2002 as Instrument No. 2002-00093811, being more particularly described as follows:
Beginning at the Northwestern corner of said Parcel 2; thence from said point of beginning, along the Northern line thereof, North 76° 45’ 00” East, 470.22 feet to the Northeastern corner thereof; thence along the Eastern line of said Parcels 1 and 2 South 00° 26’ 04” West, 624.22 feet; thence leaving said line South 86° 39’ 44” West, 301.50 feet to the Western line of said Parcel 2; thence along said line North 03° 20’ 16” West, 113.42 feet; thence North 19° 03’ 41” West, 445.16 feet to the point of beginning.
PARCEL TWO:
An easement designated “Mutual Access and Utility Easement” “M.A.U.E.” over Parcel 1 as shown on that certain Parcel Map filed June 13, 2001 in Book 42 of Parcel Maps, at Page 75, Solano County Records and as reserved in the Grant Deed recorded July 29, 2002 as Instrument No. 2002-00093812, for the benefit of the above described property and shall be for the benefit of and may be used by all persons who may hereinafter become owners of the land served by said easement and shall be for the purpose of ingress thereto and egress therefrom and for the construction and maintenance of public utilities.
APN: 0052-180-120
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Approved as to form:
By: for
Veronica Nebb, City Attorney
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Greater Vallejo Recreation District
395 Amador Street,
Vallejo, CA 94590
APN: 0052-180-120 Space above this line for Recorder’s use.
ASSIGNMENT AND ASSUMPTION AND AMENDMENT
OF LOAN DOCUMENTS
(SERENO VILLAGE GVRD LOAN)
This ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF LOAN
DOCUMENTS (the “Amendment”) is entered into as of June 1, 2026, by and among SERENO VILLAGE ASSOCIATES, a California limited partnership (the “Assignor”), EDEN SERENO VILLAGE, L.P., a California limited partnership (the “Assignee”), the CITY OF VALLEJO, a municipal corporation (“City”) and the GREATER VALLEJO RECREATION DISTRICT, a public body, corporate and politic (“GVRD”) with reference to the following facts:
A. Pursuant to the Assignor’s development of that certain 125-unit low-income multifamily housing project commonly known as Sereno Village (the “Project”), which is situated on that certain parcel located in the City of Vallejo, California as more particularly described at Exhibit A attached hereto, the City and GVRD made a loan to the Assignor in the original principal amount of $1,602,463 (the “Loan”).
B. The Loan is evidenced by that certain Promissory Note in favor of the City and GVRD dated July 28, 2003 (the “Note”). The Note is secured by that certain Short Form Deed of Trust and Assignment of Rents for the benefit of the City and GVRD dated July 14, 2003, and recorded in the Solano County Official Records (the “Official Records”) on August 6, 2003 as document number 2003-00129920, as amended (the “Deed of Trust”).
C. The Loan is further subject to the terms set out in that certain Loan Agreement effective by and between the Assignor (through its predecessor in interest), the City and GVRD dated July 28, 2003 (the “Loan Agreement”).
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D. The Note, the Deed of Trust, the Loan Agreement, and any other documents evidencing or securing the Loan shall collectively be referred to herein as the “Loan Documents.” Capitalized terms used in this Amendment with respect to the Loan and not otherwise defined shall have the meaning set forth in the Note, the Deed of Trust, and the Loan Agreement.
E. The Assignee (henceforth, the “Maker,” the “Trustor,” and/or the “Borrower” under the Loan Documents) is acquiring the Project from the Assignor for purposes of rehabilitating, improving, owning, and operating the Project.
F. Pursuant to this Amendment, Assignor, with the consent of the City and GVRD, will assign to Assignee, and Assignee will accept the assignment from Assignor, of all of Assignor’s rights, title, interest, and obligations with respect to the Loan Documents. Following the assignment of the Loan Documents from Assignor to Assignee, the Assignee, the City and GVRD desires to release Assignor from all obligations in connection with the Loan Documents.
G. Assignee, the City and GVRD desire to amend certain provisions of the Loan Documents as set forth below.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee all of its rights and obligations under the Loan Documents (collectively, the “Assignment”). Assignee hereby accepts the Assignment, assumes Assignor’s obligation to repay the Loan, and assumes all obligations of Assignor under the Loan Documents. Henceforth, any reference to Assignor in the Loan Documents shall be deemed a reference to the Assignee.
2. Consent to Assignment. The City and GVRD hereby consent to the assignment of the Loan Documents from Assignor to Assignee and, effective upon such assignment, the City and GVRD release Assignor from any and all obligations and liabilities thereunder.
3. No Default; Estoppel Provisions.
(a) The City and GVRD each acknowledge and agree that as of the date hereof, to the actual knowledge of the City and GVRD respectively, without duty of inquiry or investigation, no event has occurred and is continuing which would constitute a default, and no event has occurred and is continuing which with notice or the passage of time or both, would be an event of default, under any of the Loan Documents.
(b) The City and GVRD each acknowledge and agree that the Loan Documents are in full force and effect, as amended or modified by this Amendment.
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4. Amendment to Loan Agreement.
(a) All references in the Loan Agreement to “Borrower” are hereby made to refer to the Assignee.
(b) The Loan Agreement, including Section 1, is hereby amended to update the referenced principal Loan amount to [$1,326,608].
(a) Section 1 of the Loan Agreement is amended to provide that interest on the Loan shall accrue from the date of this Amendment at 4.87%, compounding annually. (b) Section 1 of the Loan Agreement is amended to update the referenced maturity date to the date that is 58 years from the date this Amendment is recorded in the Official Records.
(c) Section 6 of the Loan Agreement is hereby amended to add a new sentence at the end of the existing section as follows:
Notwithstanding the foregoing, the Deed of Trust shall at all times be subordinate to the construction loan from US Bank and the permanent loan from the San Francisco Housing Accelerator Fund (or its affiliates or assigns) encumbering the Property, and the City and GVRD agree to execute and deliver such subordination agreements or other instruments as may be required by said lender from time to time to effectuate such subordination.
(d) All references in the Loan Agreement to the Vallejo Sanitation and Flood Control District loan to the Project are hereby deleted. (e) The City and GVRD each acknowledge that all conditions precedent and covenants in the Loan Agreement relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
5. Amendment to Deed of Trust.
(a) All references in the Deed of Trust to “Trustor” are hereby made to refer to the Assignee.
(b) Section 1 of the Deed of Trust is hereby amended to update the referenced principal loan amount to [$1,326,608].
(c) The Deed of Trust is hereby amended to add a new Section 2 as follows:
4 ./703714
The Deed of Trust shall at all times be subordinate to the construction loan from US Bank and the permanent loan from the San Francisco Housing Accelerator Fund (or its affiliates or assigns) encumbering the Property, and the City and GVRD agree to execute and deliver such subordination agreements or other instruments as may be required by said lender from time to time to effectuate such subordination.
(d) The City and GVRD each acknowledge that all conditions precedent and covenants in the Deed of Trust relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived.
6. Amendment to Note.
(a) All references in the Note to “Maker” are hereby made to refer to the Assignee.
(b) The Note is hereby amended to update the referenced principal loan amount to [$1,326,608].
(c) The first paragraph of the Note is amended to provide that interest on the Loan shall accrue from the date of this Amendment at 4.87%, compounding annually. (d) Section 3 of the Note is hereby amended to update the referenced maturity date to the date that is 58 years from the date this Amendment is recorded in the Official Records.
(e) Section 3 of the Note is hereby amended to delete all references to the Vallejo Sanitation and Flood Control District loan.
(f) Section 3.b of the Note is hereby amended to modify the allocation of Net Surplus Cash allocable among the soft lender loans, which funds shall be allocated and paid among the City Acquisition Loan ([$1,048,767]), City Permanent Loan ([$3,252,852]), and the GVRD Loan ([$1,326,608]) in proportion to the original principal amount of each loan as of the date hereof, on a pro-rata basis, as follows:
City Acquisition Loan [19%]
City Permanent Loan [58%]
GVRD Loan [24%]
Total: 100%
(g) Section 4.a of the Note is hereby amended to provide that the defined operating expenses shall include a general partnership management fee in the amount of $35,000
5 ./703714
for 2026 and increasing at a rate of 3% annually thereafter, a limited partner asset management fees in the amount of $7,500 for 2026 and increasing at a rate of 3% annually thereafter, resident services fee, a property management fee in the amount of $105,000 for 2026 and increasing at a rate of 3.5% annually (or such greater amount approved in the annual budget), any Credit Deficiencies and Tax Equivalency Payments (as defined in the Partnership Agreement), any Default Cash Priority (as defined in the Partnership Agreement), any replenishment of the Operating Reserve or Replacement Reserve (as required per the Partnership Agreement), thereafter, insurance premiums, repayment of development advances and partner loans in accordance with the limited partnership agreement of Assignee, capital improvements, and legal services.
(h) Section 4.b(i) of the Note is hereby amended to replace the maximum asset management fee and general partnership management fee amounts with a cross reference to the amount authorized at Section 4.a.
(i) Section 5 of the Note is hereby deleted in its entirety and replaced as follows:
5. “Net Surplus Cash” for purposes of this Note shall mean fifty percent (50%) of the Surplus Cash from the Project that shall be paid to the Holder and shall be used to repay amounts due and owing hereunder pursuant to Section 3 above. The remaining fifty percent (50%) of the Surplus Cash from the Project shall be paid to or retained by the Maker.
(j) The City and GVRD each acknowledge that all conditions precedent and covenants in the Note relating to the original Project, including the construction thereof, are hereby deemed to be satisfied or waived
7. General Amendments Applicable to All Loan Documents. (a) All notices to Maker under the Loan Documents shall be sent to:
Eden Sereno Village, L.P.
c/o Eden Housing, Inc.
22645 Grand St.,
Hayward, CA 94541
With a copy to:
Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attention: Evan Gross, Esq.
6 ./703714
(b) All notices to the City and GVRD under the Loan Documents shall be sent to:
Greater Vallejo Recreation District
395 Amador Street,
Vallejo, CA 94590
Attn: ____________
City of Vallejo
555 Santa Clara St
Vallejo, CA 94590
Attn: City Manager
(c) Prior to exercising remedies under the Loan Documents, GVRD will give Assignee’s tax credit investor limited partner (the “Limited Partner”) a copy of any written notice it gives to Assignee under the Loan Documents at the following address:
U.S. Bancorp Community Development Corporation
505 North Seventh Street, 10th Floor
USB Project No. 36055
Mail Code: SL-MO-T10F
St. Louis, MO 63101
With a copy to:
Jill Goldstein, Esq.
Kutak Rock LLP
1650 Farnam Street
Omaha, NE 68102
Phone: (402) 346-6000
Fax: (402) 346-1148
(d) If Limited Partner presents payment or otherwise cures a monetary or nonmonetary default within the cure periods set forth in the Loan Documents, the City and GVRD will accept such action as curing the respective default under the Loan Documents. (e) The City and GVRD approve Limited Partner’s admission to Assignee.
The City and GVRD will permit Limited Partner to transfer its limited partner interest to an affiliate of Limited Partner and transfer interests within the limited partner without consent. For purposes of this subparagraph, “affiliate” shall mean any entity in whom U.S. Bancorp or Assignee’s limited partner owns a majority interest. The City and GVRD will permit Limited
7 ./703714
Partner to remove and/or replace the general partner of Assignee in accordance with Assignee’s partnership agreement. The City and GVRD shall be provided with written notice of such replacement and the City and GVRD shall receive executed copies of any and all documents necessary to effect such replacement.
8. Effective Date. This Amendment shall be effective as of the date of recordation.
9. Counterparts. This Amendment may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment. [Signature Pages Follow]
8 ./703714
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ASSIGNOR:
SERENO VILLAGE ASSOCIATES,
a California limited partnership
By: Eden Sereno, LLC,
a California limited liability company,
its general partner
By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager
By: ____________________________
Andrea Osgood,
Chief of Real Estate Development &
Executive Vice President
ASSIGNEE:
EDEN SERENO VILLAGE, L.P.,
a California limited partnership
By: Eden Sereno Village LLC,
a California limited liability company,
its general partner
By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager
By: ____________________________
Andrea Osgood,
Chief of Real Estate Development &
Executive Vice President
9 ./703714
CITY:
THE CITY OF VALLEJO,
A municipal corporation
By:
Name:
Its: Acting City Manager
GVRD:
GREATER VALLEJO RECREATION DISTRICT,
A public body, corporate and politic
By:
Name:
Its:
10 ./703714
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 )
County of ____________________)
On_____________ before me, _____________________________, Notary Public, a Notary Public in and for said State, personally appeared,
_______________________________________________________________________, proved to me 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_____________________________
11 ./703714
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 )
County of ____________________)
On_____________ before me, _____________________________, Notary Public, a Notary Public in and for said State, personally appeared,
_______________________________________________________________________, proved to me 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_____________________________
12 ./703714
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 )
County of ____________________)
On_____________ before me, _____________________________, Notary Public, a Notary Public in and for said State, personally appeared,
_______________________________________________________________________, proved to me 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_____________________________
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EXHIBIT A
LEGAL DESCRIPTION
That certain parcel of land situated in the County of Solano, City of Vallejo, State of California and more particularly described as follows:
PARCEL ONE:
Portion of Parcels 1 and 2 as said Parcels are shown on that certain Parcel Map filed June 13, 2001 in Book 42 of Parcel Maps, Page 75, Solano County Records, as described in Notice of Minor Lot Line Adjustment recorded July 29, 2002 as Instrument No. 2002-00093811, being more particularly described as follows:
Beginning at the Northwestern corner of said Parcel 2; thence from said point of beginning, along the Northern line thereof, North 76° 45’ 00” East, 470.22 feet to the Northeastern corner thereof; thence along the Eastern line of said Parcels 1 and 2 South 00° 26’ 04” West, 624.22 feet; thence leaving said line South 86° 39’ 44” West, 301.50 feet to the Western line of said Parcel 2; thence along said line North 03° 20’ 16” West, 113.42 feet; thence North 19° 03’ 41” West, 445.16 feet to the point of beginning.
PARCEL TWO:
An easement designated “Mutual Access and Utility Easement” “M.A.U.E.” over Parcel 1 as shown on that certain Parcel Map filed June 13, 2001 in Book 42 of Parcel Maps, at Page 75, Solano County Records and as reserved in the Grant Deed recorded July 29, 2002 as Instrument No. 2002-00093812, for the benefit of the above described property and shall be for the benefit of and may be used by all persons who may hereinafter become owners of the land served by said easement and shall be for the purpose of ingress thereto and egress therefrom and for the construction and maintenance of public utilities.
APN: 0052-180-120
1 Sereno Village
WHEN RECORDED MAIL TO:
Davis Wright Tremaine LLP
350 South Grand Avenue, 27th Floor
Los Angeles, California 90071
Attention: Tiffany K. Switzer, Esq.
Approved as to form:
By: for
Veronica Nebb, City Attorney
(SPACE ABOVE FOR RECORDER’S USE)
SUBORDINATION AGREEMENT
(City of Vallejo)
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN CERTAIN INTERESTS IN THE
PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
THIS SUBORDINATION AGREEMENT (“Agreement”) is made as of ____________, 2026, by and among SERENO VILLAGE, L.P., a California limited partnership (“Borrower”), the City of Vallejo as the CITY OF VALLEJO, a municipal corporation, as the successor entity agency to the former Redevelopment Agency of the City of Vallejo, a public body, corporate and politic (in such capacity, “Successor Agency”), the CITY OF VALLEJO, a municipal corporation (“City”), GREATER VALLEJO RECREATION DISTRICT, a public body, corporate and politic “GVRD”; and together with the Successor Agency and the City, “Junior Lienholders”; each a “Junior Lienholder”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Senior Lienholder”).
RECITALS
A. Borrower owns and intends to construct a 125-unit affordable housing apartment project to be knows as “Sereno Village” (the “Project”) located on certain real property in Solano County, California and more particularly described on Exhibit “A” hereto (the “Property”).
B. Borrower has applied to U.S. Bank National Association, a national banking association, in its capacity as agent (in such capacity, “Agent”) for the California Municipal Finance Authority, a joint exercise of powers agency, duly organized and existing under the laws of the State of California (“Issuer”) under and pursuant to that certain Master Agency Agreement dated as of even date herewith, between Issuer and Agent, for two (2) loans (collectively, the “Loan”), a tax-exempt loan in the maximum principal amount of $_______________ (the “Tax-Exempt Loan”), and a taxable loan in the maximum principal amount of $_______________ (the “Taxable Loan”), each for the purpose of financing a portion of the costs of the acquisition and rehabilitation of the Project.
C. Issuer, in order to raise sufficient funds to make the Loan to Borrower, has determined to issue those certain Multifamily Housing Revenue Bonds (Sereno Village) 2026 Series A-1, in the face amount of $_______________ (the “Tax-Exempt Bonds”), and those certain Multifamily Housing Revenue Bonds (Sereno Village) 2026 Series A-2, in the face amount of $___________ (the “Taxable Bonds”; and together with the Tax-Exempt Bonds, the “Bonds”). The Bonds are being issued pursuant to that certain Master Pledge and Assignment dated as of even date herewith (the “Master Pledge”), by and among Issuer, Agent, and Senior Lienholder and in its capacity as a holder of the Bonds (in such capacity,
2 Sereno Village
“Holder”). Upon issuance of the Bonds, all right, title and interest of Issuer (excluding the Reserved Rights (as defined in the Master Pledge)) under and in connection with the Loan will be assigned by Issuer and Agent to Holder.
D. In connection with the Loan, Borrower and Agent have entered into that certain Construction and Permanent Loan Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) dated as of even date herewith. The TaxExempt Loan is evidenced by that certain Promissory Note (Tax-Exempt Loan) dated as of even date hereof, executed by Borrower to the order of Agent in the face principal amount of $______________ (the “TaxExempt Note”). The Taxable Loan is evidenced by that certain Promissory Note (Taxable Loan) dated as of even date hereof, executed by Borrower to the order of Agent in the face principal amount of $______________ (collectively, the “Taxable Note”; and together with the Tax-Exempt Note, each, as the same may be amended, restated, supplemented or replaced from time to time, the “Note”).
E. Borrower’s obligations to Agent under the Note are secured by, among other things, (i) that certain Construction and Permanent Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of even date herewith, made by Borrower for the benefit of Agent, which is being recorded substantially concurrently herewith in the Office of the County of Solano, State of California (“Official Records”), and which has been assigned by Agent to Bank pursuant to that certain Assignment of Deed of Trust and Related Documents dated as of even date herewith from Agent to Holder, which is being recorded in the Official Records substantially concurrently herewith (as assigned and as may be amended from time to time, including in connection with the Loan Purchase Agreement (as defined below), the “Senior Deed of Trust”)and (ii) the Loan Documents described in the Loan Agreement. The Senior Deed of Trust, the Note and the other Loan Documents (as defined in the Loan Agreement), as the same may be supplemented or amended from time to time, including in connection with the Loan Purchase Agreement (as defined below) are hereinafter collectively referred to as the “Senior Loan Documents”.
F. As used herein, the term “Senior Indebtedness” means any and all indebtedness, claims, debts, liabilities or other obligations from Borrower to Senior Lienholder under the Senior Loan Documents, together with all interest accruing thereon and all costs and expenses, including attorneys’ fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Borrower.
G. Concurrently herewith, The San Francisco Housing Accelerator Fund, a California nonprofit public benefit corporation (“Permanent Lender”), Senior Lienholder, in both its capacity as Agent and Holder, and Borrower are executing that certain Loan Purchase Agreement dated as of even date herewith (the “Loan Purchase Agreement”), pursuant to which Permanent Lender has agreed to purchase the Tax-Exempt Loan and the Tax-Exempt Bonds from Senior Lienholder on the “Conversion Date” referenced therein (the “Conversion Date”), subject to satisfaction of all of the terms and conditions set forth therein. On the Conversion Date, Senior Lienholder shall assign all of its rights, interests and obligations in, to and under this Agreement and the other Senior Loan Documents to Permanent Lender, and upon such assignment, Permanent Lender (i) shall succeed to all of the rights, interests and obligations of Senior Lienholder under this Agreement and certain of the other Senior Loan Documents, (ii) may amend, restate and replace certain of the Senior Loan Documents, including, without limitation, the Note and Senior Deed of Trust, and (iii) shall thereafter become the “Senior Lienholder” hereunder. From and after the Conversion Date, all references hereunder to the “Senior Loan Documents” shall include the amended and restated or additional permanent loan documents attached as to or described in the Loan Purchase Agreement.
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H. Each of the documents listed on Exhibit “B” together with all other documents and materials entered into with the Junior Lienholders with respect to the Property shall be referred to collectively as the “Junior Obligation Documents”.
I. As used herein, the term “Junior Obligations” means any and all indebtedness, claims, debts, liabilities or other obligations from Borrower to any Junior Lienholder under the Junior Obligation Documents, together with all costs and expenses, including attorneys’ fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Borrower.
J. Pursuant to the Senior Deed of Trust and the other Senior Loan Documents, Borrower is not entitled to further encumber the Property without the prior written consent of Senior Lienholder, which consent may be withheld in Senior Lienholder’s sole discretion.
K. It is a condition precedent to Senior Lienholder to entering into the Senior Loan Documents (including Permanent Lender entering into the Loan Purchase Agreement and purchasing the Tax-Exempt Loan pursuant to the terms thereof) and permitting any recordation of any of the Junior Obligation Documents that the Senior Deed of Trust and the other Senior Loan Documents be and remain at all times a lien or charge upon the Property, prior and superior to the liens or charges of the Junior Obligation Documents.
K. Senior Lienholder is willing to permit recordation of the certain recordable Junior Obligation Documents, provided that (1) the Senior Deed of Trust and the other Senior Loan Documents are a lien or charge upon the Property prior and superior to the liens or charges of the Junior Obligation Documents, and (2) each Junior Lienholder will specifically subordinate the liens or charges of each of the Junior Obligation Documents to which it is a party to the lien or charge of the Senior Loan Documents.
L. Junior Lienholders are each willing that the Senior Loan Documents shall constitute a lien or charge upon the Property which is prior and superior to the liens or charges of the Junior Obligation Documents. The parties hereto enter into this Agreement for the purposes set forth in these Recitals.
M. Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Loan Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Senior Lienholder to make the Loan, it is hereby declared, understood, and agreed as follows:
1. Subordination. The Senior Deed of Trust in favor of Senior Lienholder, and all amendments, modifications, extensions and renewals thereof shall unconditionally be and remain at all times a lien or charge on the Property prior and superior to the lien or charge of the Junior Obligation Documents. Junior Lienholders intentionally and unconditionally subordinates the lien or charge of the Junior Obligation Documents in favor of the lien or charge upon said land of the Senior Deed of Trust in favor of Senior Lienholder, and understands that in reliance upon and in consideration of this subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this subordination.
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2. Only Agreement Regarding Subordination. Senior Lienholder would not permit the recordation of any Junior Obligation Documents without this Agreement. This Agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the Junior Obligation Documents to the lien or charge of the Senior Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between said deeds of trust and said covenants, conditions and restrictions, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in the Junior Obligation Documents which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages.
3. Loan Disbursements. In making disbursements pursuant to any of the Senior Loan Documents, Senior Lienholder is under no obligation or duty to, nor has Senior Lienholder represented that it will, see to the application of such proceeds by the person or persons to whom Senior Lienholder disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such Senior Loan Document(s) shall not defeat the subordination herein made in whole or in part.
4. Consent and Approval. Junior Lienholders have received and consent to and approve the Senior Loan Documents, including but not limited to any extension, modification and/or amendment of said agreements, between Borrower and Senior Lienholder. No decision by any Junior Lienholder to review or not review the Senior Loan Documents, including but not limited to the disbursement provisions contained therein, shall impair or otherwise limit the enforceability of this Agreement.
5. Other Agreements. Each Junior Lienholder and Borrower declare, agree, and acknowledge that:
5.1 Subordination of Indebtedness. Any and all Junior Obligations are hereby subordinated and subject to any and all Senior Indebtedness, as set forth herein.
5.2 Permitted Payments. Borrower may make the scheduled payments under the Junior Obligation Documents, if required, as long as all payments under the Senior Deed of Trust and the other Senior Loan Documents are current and not delinquent or in arrears, and only so long as at the time of such payment: (i) no Event of Default exists under the Loan Agreement and no event exists which, with the lapse of time or the giving of notice or both, would be an Event of Default under the Senior Indebtedness of which any Junior Lienholder has received notice; and (ii) the payment would not result in a violation of any of Borrower’s financial covenants set forth in any of the documents evidencing the Loan (“Permitted Payments”).
5.3 Payment Subordination. Except for any Permitted Payments, (a) all of the Senior Indebtedness now or hereafter existing shall be first paid in full by Borrower before any payment shall be made by Borrower on the Junior Obligations, and (b) this priority of payment shall apply at all times until all of the Senior Indebtedness has been repaid in full. In the event of any assignment by Borrower for the benefit of Borrower’s creditors, or any bankruptcy proceedings instituted by or against Borrower, or the appointment of any receiver for Borrower or Borrower’s business or assets, or of any dissolution or other winding up of the affairs of Borrower or of Borrower’s business, and in all such cases respectively, Borrower’s officers and any assignee, trustee in bankruptcy, receiver and other person or persons in charge are hereby directed to pay to Senior Lienholder the full amount of the Senior Indebtedness before making any payments to any Junior Lienholder due under the Junior Obligations.
5.4 Return of Prohibited Payments. Except as otherwise expressly agreed to herein, if any Junior Lienholder shall receive any payments or other rights in any property of Borrower in connection with the Junior Obligations in violation of this Agreement, such payment or property shall immediately be delivered and transferred to Senior Lienholder after notice to such Junior Lienholder.
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5.5 Repayment of Senior Indebtedness. This Agreement shall remain in full force and effect until all amounts due under the Note and the Loan Agreement are fully repaid in accordance with its terms and all of the terms of this Agreement have been complied with.
5.6 Standstill. Each Junior Lienholder agrees that, without the Senior Lienholder’s prior written consent, it will not accelerate the Junior Obligations, commence foreclosure proceedings with respect to the Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action.
5.7 Assignment or Modification of Junior Obligation Documents. The Borrower and Junior Lienholder each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of the Senior Lienholder in each instance (which shall not be unreasonably withheld or delayed), amend or modify any provision of the Junior Obligation Documents. Junior Lienholder further agrees that it may not assign any portion of its interest in the Junior Obligation Documents without the prior written consent of Senior Lienholder.
6. Senior Lienholder Agreements.
6.1 Senior Lienholder agrees that it shall not complete a foreclosure sale of the Property or record a deed-in-lieu of foreclosure with respect to the Property (each, a “Foreclosure Remedy”) unless Junior Lienholders have first been given forty-fivethirty (3045) days written notice of the Event(s) of Default giving Senior Lienholder the right to complete such Foreclosure Remedy, and unless Junior Lienholders have failed, within such forty-fivethirty (3045) day period, to cure such Event(s) of Default; provided, however, that Senior Lienholder shall be entitled during such forty-fivethirty (3045) day period to continue to pursue all of its rights and remedies under the Loan Documents, including, but not limited to, acceleration of the Loan (subject to any de-acceleration provisions specifically set forth in the Senior Loan Documents), commencement and pursuit of a judicial or non-judicial foreclosure (but not completion of the foreclosure sale), appointment of a receiver, enforcement of any guaranty (subject to any notice and cure provisions contained therein), and/or enforcement of any other Senior Loan Document. In the event Senior Lienholder has accelerated the Senior Loan and any Junior Lienholder cures all Events of Default giving rise to such acceleration within the forty-fivethirty (3045) day cure period described above, such cure shall have the effect of de-accelerating the Loan; provided, however, that such de-acceleration shall not waive or limit any of Senior Lienholder’s rights to accelerate the Loan or exercise any other remedies under the Senior Loan Documents as to any future or continuing Events of Default. It is the express intent of the parties hereunder that Senior Lienholder shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to Junior Lienholders for failure to provide timely notice to Junior Lienholders required hereunder, and that Senior Lienholder’s liability hereunder shall be expressly limited to actual and consequential damages to Junior Lienholders directly caused by Senior Lienholder’s completion of a Foreclosure Remedy without Junior Lienholders receiving the notice and opportunity to cure described above. Senior Lienholder shall give Junior Lienholders notice at the address set forth below or such other address as Junior Lienholders may instruct Senior Lienholder in writing from time to time:
City of Vallejo_______________________
555 Santa Clara St. _______________________
Vallejo, CA 94590_______________________
Attention: City Manager ____________________
7. Bankruptcy Provisions.
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7.1 In the event of any proceedings to liquidate, dissolve or wind up the Borrower, or of any execution, sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization, or other similar proceedings relative to the Borrower or its property (a “Bankruptcy Proceeding”), to the fullest extent permitted by law, the payment and lien priorities set forth in this Agreement shall be respected and enforced in any such Bankruptcy Proceeding, and Junior Lienholder and Borrower agree not to contest such priorities in any Bankruptcy Proceeding.
Without limitation to the foregoing, the Loan shall be preferred in payment over all of the Junior Obligations and shall be paid in full before any payment is made upon any of the Junior Obligations; and any payment or distribution of any kind or character, whether in cash, property or securities, made upon or in respect of any of the Junior Obligations as a result of any such proceeding shall be paid over to the Senior Lienholder for application in payment of the Loan unless and until the Loan shall have been paid or satisfied in full. Junior Lienholder agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding with respect to the Borrower without (i) sixty (60) days prior written notice to the Senior Lienholder of such intent, and (ii) indefeasible payment in full of the outstanding principal balance of and all accrued and unpaid interest under the Loan, together with all other amounts secured by the Senior Mortgage. Upon the occurrence of any Bankruptcy Proceeding with respect to the Borrower, Junior Lienholder agrees to fully cooperate with Senior Lienholder in connection with such Bankruptcy Proceeding and to refrain from taking any actions which are inconsistent with the agreements contained in this Agreement. Without limitation to the foregoing, Junior Lienholder shall (i) consent to and vote in favor of any and all actions taken by Senior Lienholder in any Bankruptcy Proceeding to permit the commencement or continuation of any foreclosure of the Senior Mortgage; and (ii) not propose any plan, or vote to confirm or take any other action in support of any plan or other course of action proposed by Borrower or any other party (other than Senior Lienholder), which would have the effect of (A) impairing the priority or lien of the Loan, or (B) delaying, preventing, limiting, requiring a reduction in the amount of or impairing Senior Lienholder’s collection of all or any portion of the Loan.
7.2 To the extent any payment under any Senior Loan Document (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party in any Bankruptcy Proceeding, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
8. Casualty Insurance Proceeds; Condemnation Proceeds. In the event Senior Lienholder shall release, for the purposes of restoration of all or any part of the improvements, its right, title and interest in and to the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or its right, title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, Junior Lienholders shall simultaneously release (and hereby agrees that it shall be irrevocably and unconditionally deemed to have agreed to release) for such purpose all of any Junior Lienholder’s right, title and interest, if any, in and to all such insurance proceeds, awards or compensation. Each Junior Lienholder agrees that the balance of such proceeds remaining after such restoration, or all of such proceeds in the event Senior Lienholder elects, in accordance with California law, not to release any such proceeds for any such restoration, shall be applied to the payment of amounts due under the Senior Loan Documents until all such amounts have been paid in full, prior to being applied to the payment of any amounts due under the Junior Obligation Documents. If Senior Lienholder holds such proceeds, awards or compensation and/or monitors the disbursement thereof, each Junior Lienholder agrees that Senior Lienholder may also elect, in its sole and absolute discretion, to hold and monitor the disbursement of such proceeds, awards and compensation to which such Junior
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Lienholder is or may be entitled. Nothing contained in this Agreement shall be deemed to require Senior Lienholder, in any way whatsoever, to act for or on behalf of any Junior Lienholder or to hold or monitor any proceeds, awards or compensation in trust for or on behalf of any Junior Lienholder, and all or any of such sums so held or monitored may be commingled with any funds of Senior Lienholder.
9. Effect of Other Agreements. The relationship between Borrower and Senior Lienholder under the Senior Loan Documents is, and shall at all times remain, solely that of borrower and lender.
Based thereon, each Junior Lienholder acknowledges and agrees that Senior Lienholder neither undertakes nor assumes any fiduciary responsibility or other responsibility or duty to Borrower or any Junior Lienholder to guarantee or assist in Borrower’s or any Junior Lienholder’s performance under any of the agreements between those parties and other third parties, including without limitation the Junior Obligation Documents.
10. Miscellaneous. This Agreement may be executed in multiple counterparts and the signature page(s) and acknowledgment(s) assembled into one original document for recordation, and the validity hereof shall not be impaired by reason of such execution in multiple counterparts. This Agreement is to be governed according to the laws of the State of California. In the event of action, suit, proceeding or arbitration to enforce any term of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, as determined by the court or arbitrator, all of the prevailing party’s costs and expenses, including without limitation attorneys’ fees and expert witness fees, incurred by the prevailing party in connection therewith. If any Junior Lienholder or any affiliate of any Junior Lienholder shall acquire, by indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien, estate, right or other interest shall be subordinate to the Senior Deed of Trust and the other Senior Loan Documents as provided herein, and each Junior Lienholder hereby waives, on behalf of itself and such affiliate, until all amounts owed under the Senior Loan Documents have been indefeasibly paid in full and all Senior Lienholder’s obligations to extend credit under the Senior Loan Documents have terminated, the right to exercise any and all such rights it may acquire by indemnification, subrogation or otherwise. The Agreement shall inure to the benefit of, and the binding upon, the parties hereto and the respective successors and assigns. Senior Lienholder may assign its interest in the Senior Loan Documents without notice to or consent of Junior Lienholder, including, without limitation, to Permanent Lender on the Conversion Date. Junior Lienholder agrees that its agreement to subordinate hereunder shall extend to the Permanent Loan on the Conversion Date. Thereafter, Junior Lienholder agrees that its agreement to subordinate hereunder shall extend to a one-time right to refinance the Permanent Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) provided that the amount of the new debt is not greater than the then-outstanding balance payable under the Permanent Loan (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and agrees to execute a subordination agreement in substantially the same form as this Agreement if required by such refinance lender. Junior Lienholder acknowledges and agrees that if Permanent Lender purchases the Loan and Senior Loan in accordance with the terms of the Loan Purchase Agreement, then upon Senior Lienholder’s assignment to Permanent Lender of its rights, title, interests and obligations in, to and under the Senior Loan on the Conversion Date, Permanent Lender shall succeed to all of Senior Lienholder’s rights, interests and obligations under this Agreement and the other Senior Loan Documents, and Junior Lienholder shall recognize Permanent Lender as the “Senior Lienholder” under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
JUNIOR LIENHOLDERS:
SUCCESSOR AGENCY TO THE FORMER
REDEVELOPMENT AGENCY OF THE CITY OF
VALLEJO
THE CITY OF VALLEJO,
a municipal corporation, as successor entity to the former Redevelopment Agency to the City of Vallejo
By:
Name: __________________________
Its: Acting Executive Director
THE CITY OF VALLEJO,
A municipal corporation
By:
Name: __________________________
Its: Acting City Manager
GREATER VALLEJO RECREATION DISTRICT,
A public body, corporate and politic
By:
Name:
Its:
Sereno Village
BORROWER:
EDEN SERENO VILLAGE, L.P.,
a California limited partnership
By: Eden Sereno Village LLC,
a California limited liability company,
its general partner
By: Eden Investments, Inc.,
a California nonprofit public benefit
corporation,
its sole member/manager
By: ____________________________
Andrea Osgood,
Chief of Real Estate Development
& Executive Vice President
Sereno Village
SENIOR LIENHOLDER:
U.S. BANK NATIONAL ASSOCIATION,
a national banking association
By: _______________________________
Jennifer Stolen
Vice President
Sereno Village
ACKNOWLEDGMENT
State of ____________________ )
) ss
County of ________________________)
On ___________________, 2026 before me, _________________________________________, a Notary Public, personally appeared, __________________, who proved to me on the basis of satisfactory evidence to be the person (s) whose name (s) is/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)
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.
Sereno Village
ACKNOWLEDGMENT
State of California )
) ss
County of ________________________)
On ___________________, 2026 before me, _________________________________________, a Notary Public, personally appeared, _________________, who proved to me on the basis of satisfactory evidence to be the person (s) whose name (s) is/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)
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.
Sereno Village
ACKNOWLEDGMENT
State of __________________________)
) ss
County of ________________________)
On ___________________, 2026 before me, _________________________________________, a Notary Public, personally appeared, __________________, who proved to me on the basis of satisfactory evidence to be the person (s) whose name (s) is/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 ______________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
(SEAL)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
A-1
Sereno Village
EXHIBIT “A”
Legal Description
B-1
Sereno Village
EXHIBIT “B”
Junior Obligation Documents
1. Participation Agreement dated as of November 30, 2000, by and between Redevelopment Agency of the City of Vallejo (“RDA”) (predecessor-in-interest to Successor Agency) and Eden Sereno Village Associates, a California limited partnership (“Former Owner”) (predecessor-in-interest to Borrower), as amended by the Successor Agency Assignment and Amendment (defined below) (the “Junior Participation Agreement”).
2. Promissory Note dated as of November 30, 2000, executed by Former Owner in favor of the RDA, in the face principal amount of $600,000, as amended by the Successor Agency Assignment and Amendment (defined below) (the “Junior Acquisition Note”).
3. Deed of Trust with Assignment of Rents dated as of November 30, 2000, executed by Former Owner in favor of the RDA which recorded in the Official Records on December 5, 2000, as Instrument No. 2000-00103136, as amended by the Successor Agency Assignment and Amendment (defined below), and securing the Junior Acquisition Note (the “Junior Acquisition Deed of Trust”).
4. Promissory Note dated as of February 11, 2002, executed by Former Owner in favor of the RDA, in the face principal amount of $1,900,000 (the “Junior Permanent Note”), as amended by the Successor Agency Assignment and Amendment (defined below).
5. Deed of Trust with Assignment of Rents dated as of February 11, 2002, executed by Former Owner in favor of the RDA which recorded in the Official Records on February 13, 2002, as Instrument No. 2002- 00019392, as amended by the Successor Agency Assign and Amendment (defined below), and securing the Junior Permanent Note (the “Junior Permanent Deed of Trust”).
6. Affordable Housing Covenant dated November 30, 2000, from Former Owner to the RDA, which recorded in the Official Records on December 5, 2000 as Instrument No. 2000-00103135, as amended by that certain Amendment to Affordable Housing Covenant dated February 8, 2002, which recorded in the Official Records on February 13, 2002 as Instrument No. 2002-00019388, and as amended by that certain Second Amendment to Affordable Housing Covenant dated December 12, 2011, and which recorded in the Official Records on January 1, 2012 as Instrument No. 2012-00009297, as amended by the Successor Agency Assignment and Amendment (defined below).
7. Assignment and Assumption and Amendment of Loan Documents dated as of _________, by and among Former Owner, Borrower and Successor Agency (the “Successor Agency Assignment and Amendment”), which is recording in the Official Records substantially concurrently herewith.
8. Loan Agreement dated as of July 28, 2003, by and among the Former Owner, the City and GVRD, as amended by the City/GVRD Assignment and Amendment (defined below).
9. Promissory Note dated as of July 28, 2003, executed by Former Owner in favor of the City and GVRD, in the face principal amount of $1,602,463, as amended by the City/GVRD Assignment and Amendment (defined below) (the “Junior GVRD Note”).
10. Short Form Deed of Trust and Assignment of Rents dated as of July 14, 2003, executed by Former Owner in favor of the City and GVRD which recorded in the Official Records on August 6, 2003, as Instrument No. 2003-00129920, as amended by the City/GVRD Assignment and Amendment (defined below), and securing the Junior GVRD Note (the “Junior GVRD Deed of Trust”).