th Washington, DC 20036, US DUBLIN CITY COUNCIL A G E N D A

January 20, 2015 Dublin City Council Agenda Page 1 of 5

REGULAR MEETING Tuesday, January 20, 2015

DUBLIN CIVIC CENTER, 100 Civic Plaza CITY COUNCIL CHAMBERS

AND TELECONFERENCE LOCATION

Capital Hilton 1001 16th Street NW, Lobby Area

Washington, DC 20036, US

DUBLIN CITY COUNCIL A G E N D A

• Agendas and Staff Reports are posted on the City’s Internet Website (www.dublin.ca.gov) • Agendas may be picked up at the City Clerk's Office for no charge, or to request information on being

placed on the annual subscription list, please call 833-6650. • A complete packet of information containing Staff Reports and exhibits related to each item is available

for public review at least 72 hours prior to a City Council Meeting or, in the event that it is delivered to City Councilmembers less than 72 hours prior to a City Council Meeting, as soon as it is so delivered. The packet is available in the City Clerk’s Office and also at the Dublin Library.

Pursuant to Government Code §54953(b), this meeting will include a teleconference location at The Capital Hilton, 1001 16th Street NW, Lobby Area, Washington, DC 20036, US. Mayor David Haubert will be attending the Regular Meeting via teleconference. The public shall have the opportunity to address the City Council at this teleconference location pursuant to Government Code Section §54954.3. All votes during the teleconferencing session will be conducted by roll call vote. The teleconference location is accessible to the public and the agenda will be posted at the teleconference location 72 hours before the meeting.

CALL TO ORDER AND CLOSED SESSION 6:30

I. CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section

54956.9: 2 cases Facts & Circumstances: Letter from Zovich Construction, dated December 23, 2014; Letter from

F&H Construction, dated December 22, 2014

REGULAR MEETING 7:00 PM 1.

CALL TO ORDER AND PLEDGE OF ALLEGIANCE TO THE FLAG

2. REPORT ON CLOSED SESSION 3. ORAL COMMUNICATIONS 3.1. Introduction of New Employees

New members of City Staff will be introduced: Kim Obstfeld, Housing Specialist, Community Development; and Erica Naranjo and Ashley Minkin, Crime Technicians, Police Services. STAFF RECOMMENDATION: Welcome new City of Dublin Staff members.

3.2. Acceptance of Donations from the Valley Spokesmen Touring Club, Altamont Cruisers Car Club & the Bilich Family The City Council will accept generous donations from Valley Spokesmen Touring Club, the Altamont Cruisers Car Club, and Anthony, Angie and Lauren Bilich, to be used to expand crime prevention programs and services for Dublin Police Services’ Crime Prevention Unit. The City Council will


present these donors with Certificates of Appreciation for their gifts of funds. STAFF RECOMMENDATION: Accept the donations and formally recognize the donors through Certificates of Appreciation.

3.3. Acceptance of Gifts to City from Dublin Senior Center Sponsors The City Council will receive a report on the various donors and sponsors that provided monetary donations to support the City of Dublin Senior Center programs and events over the past year. STAFF RECOMMENDATION: Recognize the sponsors and formally accept the contributions.

3.4. Proclamation for Yoga Awareness Day The City Council will present a proclamation for Yoga Awareness Day, February 1, 2015. STAFF RECOMMENDATION: Present the proclamation proclaiming February 1, 2015, as Yoga Awareness Day in Dublin.

3.5. Public Comments At this time, the public is permitted to address the City Council on non-agendized items. Please step to the podium and clearly state your name for the record. COMMENTS SHOULD NOT EXCEED THREE (3) MINUTES. In accordance with State Law, no action or discussion may take place on any item not appearing on the posted agenda. The Council may respond to statements made or questions asked, or may request Staff to report back at a future meeting concerning the matter. Any member of the public may contact the City Clerk’s Office related to the proper procedure to place an item on a future City Council agenda. The exceptions under which the City Council MAY discuss and/or take action on items not appearing on the agenda are contained in Government Code Section 54954.2(b)(1)(2)(3).

4. CONSENT CALENDAR Consent Calendar items are typically non-controversial in nature and are considered for approval by the City Council with one single action. Members of the audience, Staff or the City Council who would like an item removed from the Consent Calendar for purposes of public input may request the Mayor to remove the item.

4.1. Minutes of the Adjourned Regular City Council Meetings of December 16, 2014 and December 18, 2014 The City Council will consider approval of the minutes of the Adjourned Regular City Council meetings of December 16, 2014, and December 18, 2014. STAFF RECOMMENDATION: Approve the minutes of the Adjourned Regular City Council meetings of December 16, 2014 and December 18, 2014.

4.2. StopWaste's Recycled Product Purchase Preference Program - Acceptance of Grant Funds Staff is seeking City Council approval to accept grant funds from StopWaste’s Recycled Product Purchase Preference (RPPP) Program. The funds will be used to purchase equipment for use in the City’s parks and at special events. STAFF RECOMMENDATION: Adopt the Resolution for Acceptance of Grant Funds from StopWaste’s Recycled Product Purchase Preference Program.

4.3. Housing Related Parks Grant 2014 Program Year Application The California Department of Housing and Community Development Housing-Related Parks (HRP) Program provides non-competitive grant funding for parks and recreation facilities to cities that develop housing that is affordable to very low- and low-income households. City staff is preparing an application for the 2014 designated program year, seeking funds to improve the Dublin Sports Grounds. The application must include a City Council resolution supporting the application and naming an authorized person to execute grant-related documents if funds are awarded. STAFF RECOMMENDATION: Adopt the Resolution Authorizing an Application for Housing-Related Parks Grant Funds for the 2014 Designated Program Year.


4.4. Payment Issuance Report and Electronic Funds Transfers The City Council will receive a listing of payments issued from December 1, 2014 – December 31, 2014 totaling $6,400,458.07. STAFF RECOMMENDATION: Receive the report.

4.5. Request for Authorization to Use ECS Refining for the Recycling of City Electronic Waste and Surplus Computer Equipment The City generates electronic waste in the form of surplus computers, monitors, printers and other items that have reached the end of useful life. The City strives to dispose of these items in an environmentally responsible manner. It is proposed to use ECS Refining for the recycling of electronic waste identified as beyond the useful life. STAFF RECOMMENDATION: Adopt the Resolution Authorizing the Use of ECS Refining for the Recycling of City Electronic Waste and Surplus Computer Equipment.

4.6. Award of Bid - Contract No. 14-12, Striping and Marking Contract The City Council will consider award of Contract No. 14-12 Striping and Marking Contract which will allow for the installation and replacement of pavement striping and markings throughout the City on an as-needed basis. Sierra Traffic Markings submitted the low bid of $212,710, which is based on estimated quantities over the duration of the contract (expires June 30, 2017). STAFF RECOMMENDATION: Adopt the Resolution Awarding Contract No. 14-12, Striping and Marking Contract to Sierra Traffic Markings.

4.7. Drought Emergency Continuance On March 18, 2014, the City Council adopted a resolution declaring a State of Emergency in the City of Dublin due to extreme drought conditions within the State and City. The City Council will consider continuing extending the State of Emergency for an additional 30 days. STAFF RECOMMENDATION: By motion, as required by Government Code Section 8630(c), which states that the City Council shall review the need for continuing a local emergency at least once every 30 days until the governing body terminates the local emergency, continue the State of Emergency that was declared on March 18, 2014, based on the fact that extreme drought conditions continue to exist within both the State of California and City of Dublin, and the threat to the safety and welfare of Dublin residents remains.

4.8. Predevelopment Loan Agreement with Corona Crescent, Inc. (an affiliate of Eden Housing, Inc.) for Veterans Family Apartments Development The City Council will consider a resolution approving a Predevelopment Loan Agreement in the amount of $1.4 million to Corona Crescent, Inc. (an affiliate of Eden Housing, Inc.) for a Veterans Family Apartments development. On November 18, 2014, the City Council committed a total of $6.4 million to the Veterans Family Apartments and authorized staff to negotiate the necessary agreements to develop the project. This Predevelopment Loan Agreement will provide initial funding to Corona Crescent, Inc. to begin work on the project. STAFF RECOMMENDATION: Adopt the Resolution Approving a Predevelopment Loan Agreement between the City of Dublin and Corona Crescent, Inc., Relating to the Development of an Affordable Housing Project with Veterans Preference; and approve the budget change to allocate adequate funding for the Predevelopment Loan.


4.9. Tennis Court Renovation Projects at Emerald Glen Park and Kolb Park On August 19, 2014, the City Council awarded Contract No. 14-08 to Vintage Contractors to construct the Tennis Court Resurfacing Projects at Emerald Glen Park and Kolb Park. The work is now complete and ready for City Council acceptance. STAFF RECOMMENDATION: Adopt the Resolution Accepting Improvements to the Tennis Courts at Emerald Glen Park and Kolb Park Construction Contract No. 14-08; and authorize Staff to accept a maintenance bond in the amount of $22,770 which is 10% of the construction contract amount, and is sufficient to cover the one-year guarantee period.

4.10. Time Extension for the City’s Traffic Impact Fee Deferral Program and the Transit District Multi-Family Residential Development Fee Deferral Program The City Council will consider extending the termination date of the City’s Traffic Impact Fee Deferral Program and the Transit District Multi-Family Residential Development Fee Deferral Program from June 30, 2015 to June 30, 2020, and that the TIF fee payment date be changed to June 30, 2022 (two years following the completion of the program). STAFF RECOMMENDATION: Adopt the Resolution Extending the Time Period for the Traffic Impact Fee Deferral Program, and adopt the Resolution Extending the Time Period for the Transit District Multi-Family Residential Development Fee Deferral Program.

4.11. Approval of Agreement with ICMA-RC to Administer the City’s Deferred Compensation Plan The City Council will consider a contract renewal with International City Management Association Retirement Corporation (ICMA-RC) to administer its deferred compensation plan. STAFF RECOMMENDATION: Adopt the Resolution Authorizing the City Manager to Execute a Contract Renewal With International City Management Association Retirement Corporation to Provide Third Party Administrator Services for the City’s Deferred Compensation Plan.

4.12. Donation of Surplus Fire Engine The City Council will consider a donation of an out-of-service fire engine to the Alameda County Fire Department (ACFD) to support the Reserve Firefighter training efforts. STAFF RECOMMENDATION: Approve, by motion, the donation of the out-of-service Fire Engine to the Alameda County Fire Department.

5. WRITTEN COMMUNICATION – None.

6. PUBLIC HEARINGS 6.1. Group Picnic Area Use Policy and Fee Schedule

The City Council will consider revisions to the Emerald Glen Group Picnic Area Use Policy and Fee Schedule, which was last updated on February 16, 2010. Staff is proposing amendments to the Policy to include four additional picnic areas that can be reserved by the public: two additional areas at Emerald Glen Park, one additional area at Kolb Park, and one additional area at Schaefer Ranch Park. In addition, the policy language would be updated to reflect the additional picnic sites and to make it consistent with other City rental policies. There are no fee increases proposed for the picnic areas. STAFF RECOMMENDATION: Conduct the public hearing, deliberate and adopt the Resolution Establishing the Group Picnic Area Use Policy and Fee Schedule.

7. UNFINISHED BUSINESS 7.1. Public Art for Fallon Sports Park

The City Council will consider entering into an Agreement for public art recommended for Fallon Sports Park.


STAFF RECOMMENDATION: Approve the proposed artwork by artist Heath Satow, and authorize Staff to negotiate an Agreement with the artist for the design, fabrication and installation of the public artwork at Fallon Sports Park.

7.2. Automatic External Defibrillator Program Update In July of 2011, the City Council directed Staff to proceed with implementing a multiple-step process to increase the number of Public Access Automatic External Defibrillators (AEDs) within the City of Dublin. Since then, Staff has used a variety of strategies which have resulted in the number of AEDs doubling within the community. Staff would like to continue with the efforts to increase the availability of AEDs by focusing on partnerships with the schools who would like an AED. STAFF RECOMMENDATION: Receive the report and provide Staff with direction on possible program implementation.

7.3. Mayor's Recommendation for Appointment to Planning Commission At the December 16, 2014, City Council meeting, the City Council approved the Mayor’s appointments to the City’s Commissions and Committees, with the exception of one appointment to the Planning Commission. The City Council will consider the Mayor’s recommendation for appointment to fill that vacancy. STAFF RECOMMENDATION: Confirm the Mayor’s recommendation of appointment to the Planning Commission or provide other appropriate direction.

8. NEW BUSINESS 8.1. Mello-Roos Community Facilities District Formation – Adoption of Local Goals and Policies, and

Approval of Deposit and Reimbursement Agreement The City Council will consider administrative actions in preparation for the possible formation of a Community Facilities District at the Dublin Crossing project location. STAFF RECOMMENDATION: Adopt the Resolution Adopting Local Goals and Policies for the City of Dublin’s Use of the Mello Roos Community Facilities Act of 1982; and, adopt the Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement With Dublin Crossing Venture LLC.

9. OTHER BUSINESS - Brief INFORMATION ONLY reports from Council and/or Staff, including Committee Reports and Reports by Council related to Meetings Attended at City Expense (AB1234).

10. ADJOURNMENT - In memory of Staff Sgt. Sean Diamond and our fallen troops.

This AGENDA is posted in accordance with Government Code Section 54954.2(a) If requested, pursuant to Government Code Section 54953.2, this agenda shall be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12132), and the federal rules and regulations adopted in implementation thereof. To make a request for disability-related modification or accommodation, please contact the City Clerk’s Office (925) 833-6650 at least 72 hours in advance of the meeting.

Mission

The City of Dublin promotes and supports a high quality of life which ensures a safe and secure environment that fosters new opportunities.

Vision Dublin is a vibrant city committed to its citizens, natural resources, and cultural heritage. As Dublin grows, it will balance history with progress, to sustain an enlightened, economically balanced and diverse community.

Dublin is unified in its belief that an engaged and educated community encourages innovation in all aspects of City life, including programs to strengthen our economic vitality, and support environmental stewardship and sustainability through the preservation of our natural surroundings. Dublin is dedicated to promoting an active and healthy lifestyle through the creation of first-class recreational opportunities, facilities and programs.

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STAFF REPORT CITY COUNCIL

CITY CLERK

File #700-10

DATE: January 20, 2015

TO: Honorable Mayor and City Councilmembers

FROM: Christopher L. Foss, City Manager

SUBJECT:

Introduction of New Employees Prepared by Taryn Gavagan Bozzo, Executive Aide

EXECUTIVE SUMMARY: New members of City Staff will be introduced: Kim Obstfeld, Housing Specialist, Community Development; and Erica Naranjo and Ashley Minkin, Crime Technicians, Police Services. FINANCIAL IMPACT: None. RECOMMENDATION: Welcome new City of Dublin Staff members. Submitted By Reviewed By City Clerk/Records Manager Assistant City Manager

DESCRIPTION: New members of City Staff will be introduced: Kim Obstfeld, Housing Specialist, Community Development; and Erica Naranjo and Ashley Minkin, Crime Technicians, Police Services. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: None.



CITY CLERK

File #150-70




SUBJECT:

Acceptance of Donations from the Valley Spokesmen Touring Club, Altamont Cruisers Car Club & the Bilich Family Prepared by Dave Snider, Sergeant Dublin Police Services

EXECUTIVE SUMMARY: The City Council will accept generous donations from Valley Spokesmen Touring Club, the Altamont Cruisers Car Club, and Anthony, Angie and Lauren Bilich, to be used to expand crime prevention programs and services for Dublin Police Services’ Crime Prevention Unit. The City Council will present these donors with Certificates of Appreciation for their gifts of funds. FINANCIAL IMPACT: There is no net impact on the City’s Fiscal Year 2014-2015 Adopted Budget by receiving and using these funds. RECOMMENDATION: Staff recommends that the City Council accept the donations and formally recognize the donors through Certificates of Appreciation. Submitted By Reviewed By Reviewed By Police Chief Administrative Assistant City Manager Services Director

DESCRIPTION: On Tuesday, December 2, 2014, Dublin Police Services received a letter with a check in the amount of $1,500 from the Valley Spokesmen Touring Club. The letter indicated that the Valley Spokesmen wanted to provide the donation to support the Dublin Police Services “Bicycle Safety Program.” The funds were made available as a result of a profit the Valley Spokesmen made from their women’s only “Cinderella Classic/Challenge” bicycle tour in April 2014. Dublin Police Services’ Crime Prevention Unit coordinates and sponsors several bicycle rodeo and safety events throughout the year. The events target Dublin youth and focus on bicycle and

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roadway safety. The donation will allow the Crime Prevention Unit to expand the bicycle safety program for the children in our community by purchasing additional bicycle safety literature, bicycle helmets, obstacle course materials, and bicycle maintenance tools and supplies. On Tuesday, December 9, 2014, Sergeant Snider, on behalf of Dublin Police Services, attended a Grant Presentation Meeting of the Altamont Cruisers Car Club. At the meeting the Altamont Cruisers Car Club presented DPS with a check for $2,500 for the purpose of assisting with drug prevention programs. The funds will be used to provide current drug trend training classes for DARE Officers in the area of Drug Education and to purchase necessary equipment for staff to conduct classes and trainings. The funds were made available from the Altamont Cruisers Car Club annual car show. On Wednesday, December 31, 2014, the Bilich family delivered a check to Dublin Police Services in the amount of $1,000 as a donation for use in youth programs. Currently the Dublin Police Crime Prevention Unit offers several classes and programs to educate Dublin elementary, middle, and high school students. The funds will be used to provide additional programs and materials. The City Council is being asked to accept these donations and formally recognize the donors. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: None.



CITY CLERK

File #150-70




SUBJECT:

Acceptance of Gifts to City from Dublin Senior Center Sponsors Prepared by Micki Cronin, Assistant Director of Parks and Community Services

EXECUTIVE SUMMARY: The City Council will receive a report on the various donors and sponsors that provided monetary donations to support the City of Dublin Senior Center programs and events over the past year. FINANCIAL IMPACT: During the past year the City received $2,450 in monetary sponsorships as well as in-kind donations. RECOMMENDATION: Staff recommends the City Council recognize the sponsors and formally accept the contributions. Submitted By Reviewed By Parks and Community Services Director Assistant City Manager

DESCRIPTION: The Dublin Senior Center actively seeks organizations and individuals to support classes, programs and events. There is an average of over 220 visitors a day that participate in a variety of recreational activities at the Dublin Senior Center. The sponsorships and donations received help to enhance activities and programs, and sustain the complimentary coffee and refreshments provided at the Senior Center daily. The following is a list of the sponsors being recognized for their support of the Dublin Senior Center.

Private Donor ($1,000 total)

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Anonymous Donor $1,000 Corporate Sponsors: ($1,450 total) Palo Alto Medical Foundation $1,000 Hired Hands $450 In-Kind Donations BJ’s Restaurant: Lunches for 200 guests at the Senior Info Fair BJ’s Restaurant: Refreshments for 150 guests at the Hometown Heroes event Emeritus at Fremont: Refreshments for 280 guests at three Senior Center dances

In recognition of the contributions, these organizations will be presented with certificates of appreciation for supporting City of Dublin Senior Center. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Sponsors were notified and invited to attend the City Council meeting. A copy of the Staff Report was sent to the Senior Center Advisory Committee. ATTACHMENTS: None.



CITY CLERK

File #610-50




SUBJECT:

Proclamation for Yoga Awareness Day Prepared by Taryn Gavagan Bozzo, Executive Aide

EXECUTIVE SUMMARY: The City Council will present a proclamation for Yoga Awareness Day, February 1, 2015. FINANCIAL IMPACT: None. RECOMMENDATION: Staff recommends that the City Council present the proclamation proclaiming February 1, 2015, as Yoga Awareness Day in Dublin. Reviewed By Assistant City Manager DESCRIPTION: The City Council will present a proclamation for Yoga Awareness Day, recognizing the practice of Yoga as a spiritual training that promotes good mental and physical health. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None.

ATTACHMENTS: None.



CITY CLERK

File # 610-10




SUBJECT:

Minutes of the Adjourned Regular City Council Meetings of December 16, 2014 and December 18, 2014 Prepared by Caroline P. Soto, City Clerk/Records Manager

EXECUTIVE SUMMARY: The City Council will consider approval of the minutes of the Adjourned Regular City Council meetings of December 16, 2014 and December 18, 2014. FINANCIAL IMPACT: None. RECOMMENDATION: Approve the minutes of the Adjourned Regular City Council meetings of December 16, 2014 and December 18, 2014. Submitted By Reviewed By City Clerk/Records Manager Assistant City Manager

DESCRIPTION: The City Council will consider approval of the minutes of the October 6, 2014 Special City Council Meeting and Regular City Council meeting of October 7, 2014. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Draft Minutes of the December 16, 2014 Adjourned Regular City

Council Meeting 2. Draft Minutes of the December 18, 2014 Adjourned Regular City

Council Minutes

DUBLIN CITY COUNCIL MINUTES 1

VOLUME 33

ADJOURNED REGULAR MEETING

DECEMBER 16, 2014

` MINUTES OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

ADJOURNED REGULAR MEETING –DECEMBER 16, 2014

CLOSED SESSION A closed session was held at 5:30 p.m, regarding:

I. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: 10+/- acre parcel located about 1,100 feet east of intersection of Fallon Road and Central Parkway and south of proposed Central Parkway extension (APN 985-98-2)

Agency negotiator: Chris Foss, City Manager Negotiating parties: Dublin Unified School District Under negotiation: Price and terms of payment

II. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Title: City Manager

An adjourned regular meeting of the Dublin City Council was held on Tuesday, December 16, 2014 in the City Council Chambers of the Dublin Civic Center. The meeting was called to order at 6:19 p.m., by Mayor Haubert.

ROLL CALL PRESENT: Councilmembers Biddle, Gupta, Hart, and Mayor Haubert ABSENT: None

PLEDGE OF ALLEGIANCE The pledge of allegiance to the flag was recited by the City Council, Staff and those present.

REPORT ON CLOSED SESSION ACTION Mayor Haubert stated there was no reportable action during closed session on Item No. I and Item No. II would be heard at the end of the meeting.


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DECEMBER 16, 2014

ORAL COMMUNICATIONS

Public Comments 6:20 p.m. 3.1 John Shirley, World War II veteran and author, provided public comment.

CONSENT CALENDAR 6:24 p.m. 4.1 through 4.11 On motion of Cm. Biddle, seconded by Vm. Gupta and by unanimous vote, the City Council took the following actions: Approved 4.1 Minutes of the December 2, 2014 Adjourned City Council Meeting; Adopted 4.2

RESOLUTION NO. 206 - 14

AMENDING THE CLASSIFICATION PLAN


RESOLUTION AMENDING THE SALARY PLAN FOR TEMPORARY PART-TIME PERSONNEL

Approved (4.3) the extension of the State of Emergency for an additional 30 days, as required by Government Code Section 8630(c), which states that the City Council shall review the need for continuing a local emergency at least once every 30 days until the governing body terminates the local emergency, continue the State of Emergency that was declared on March 18, 2014, based on the fact that extreme drought conditions continue to exist within both the State of California and City of Dublin, and the threat to the safety and welfare of Dublin residents remains. Adopted 4.4


APPROVING FINAL MAP AND TRACT IMPROVEMENT AGREEMENT

FOR TRACT 8197, JORDAN RANCH, NEIGHBORHOOD 6


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DECEMBER 16, 2014


APPROVING THE AGREEMENT FOR LONG-TERM ENCROACHMENT

FOR LANDSCAPE FEATURES FOR TRACT 8197, JORDAN RANCH, NEIGHBORHOOD 6


ACCEPTING PARK LAND DEDICATION IN-LIEU CREDITS FOR

PARK LAND DEDICATION REQUIREMENTS FOR

TRACT 8197, JORDAN RANCH, NEIGHBORHOOD 6

Adopted 4.5



FOR TRACT 8198, JORDAN RANCH, NEIGHBORHOOD 6



FOR LANDSCAPE FEATURES FOR TRACT 8198, JORDAN RANCH, NEIGHBORHOOD 6




TRACT 8198, JORDAN RANCH, NEIGHBORHOOD 6

Received 4.6 the Check Issuance Report and Electronic Funds Transfers report. Adopted 4.7



FOR TRACT 8164, DUBLIN RANCH, THE GROVES - LOT 3



FOR LANDSCAPE FEATURES FOR TRACT 8164, DUBLIN RANCH, THE GROVES-LOT 3


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DECEMBER 16, 2014




TRACT 8164, DUBLIN RANCH, THE GROVES – LOT 3 Adopted 4.8


EXTENDING THE TERMINATION DATE OF THE CITY’S SALES TAX REIMBURSEMENT

PROGRAM

Adopted 4.9


APPROVING A CONSULTING SERVICES AGREEMENT WITH FIRST CARBON SOLUTIONS

TO PREPARE AN ENVIRONMENTAL IMPACT REPORT FOR THE KAISER DUBLIN

MEDICAL CENTER PROJECT AND AUTHORIZING THE CITY MANAGER TO SIGN THE

AGREEMENT ON BEHALF OF THE CITY

APN 985-0061-005-00 AND 985-0027-009-02

Authorized 4.10 Staff to advertise Contract #14-16, Irrigation Controller Upgrades, for bids. Received 4.11 and filed the Comprehensive Annual Financial Report (CAFR), Annual Audit for Fiscal Year Ending June 30, 2014 and Supplemental Reports Completed by the Auditors

WRITTEN COMMUNICATIONS – None.

PUBLIC HEARINGS - None

UNFINISHED BUSINESS - None


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DECEMBER 16, 2014

NEW BUSINESS

City Council Vacancy 6:25 p.m. 8.1 The City Council determined the process for conducting the candidate interviews. Seth Adams, representative Save Mount Diablo, provided public comment on this item. Marlene Massetti, Dublin resident, provided public comment on this item. Sean Kenney, Dublin resident, provided public comment on this item. Greg Tomlinson, Dublin resident, provided public comment on this item. Paul LaTour, Dublin resident, provided public comment on this item. Phil Tucker, Dublin resident, provided public comment on this item. Michael Thalblum, Dublin resident, provided public comment on this item. Morgan King, Dublin resident, provided public comment on this item. David Bewley, Dublin resident, provided public comment on this item. The candidates provided three minute presentations to the City Council and public in the following order: Doreen Wehrenberg Eddie Jo Mack Melissa Strah Lynna Do Janine Thalblum Theresa Muley Melissa Sladden Richard Deets Lisa Trujillo Anita Carr Dan Cunningham Mona Lisa Ballesteros Todd Padnos provided public comment on this item. Greg Tomlinson provided public comment on this item.


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DECEMBER 16, 2014

Sean Kenney provided public comment on this item. Dick Schneider provided public comment on this item. David Bewley provided public comment on this item. Marlene Massetti provided public comment on this item. The City Council voted by ballot for the three candidates they would move forward for further consideration. Mayor Haubert selected: Janine Thalblum, Mona Lisa Ballesteros, Doreen Wehrenberg Vm. Gupta selected: Dan Cunningham and Lynna Do Cm. Hart selected: Doreen Wehrenberg, Lynna Do and Melissa Sladden Cm. Biddle selected: Doreen Wehrenberg, Melissa Sladden and Melissa Strah The seven candidates to move forward were: Janine Thalblum Doreen Wehrenberg Mona Lisa Ballesteros Lynna Do Melissa Sladden Melissa Strah Dan Cunningham By consensus, the City Council continued this item to an adjourned regular meeting on Thursday, December 18, 2014, at 7:00 p.m. The process would include another interview of each of the remaining seven candidates.

Mayor’s Appointments to City Commissions and Committee 11:08 p.m. 8.2 Dan Cherrier provided public comment on this item. On motion of Vm. Gupta, seconded by Cm. Hart and by unanimous vote, the City Council confirmed the Mayor’s appointments of Melissa Sladden and Melissa Strah to the Human Services Commission; Joseph Giannini, Janine Thalblum, and Philip Tucker to the Parks and Community Services Commission; Kathy Blackburn, Frank He (Xiaodong), and Rita Szollos to the Heritage and Cultural Arts Commission; the re-appointment of Eddie Jo Mack and the


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DECEMBER 16, 2014

appointment of Marguerite E. Brizee and Jerri Lore to the Senior Center Advisory Committee, each to four year terms ending in December 2018; and agreed to consider the Planning Commission recommendations for appointment, separately. On motion of Vm. Gupta, seconded by Cm. Biddle and by unanimous vote, the City Council confirmed the re-appointment of Tara Bhuthimethee to the Planning Commission for a term ending December 2018, and agreed to continue this item to an Adjourned Regular meeting on Thursday, December 18, 2014, at 7:00 p.m., to consider the appointment of the remaining commissioner opening on the Planning Commission.

City Council Organization/Committee Appointments/Assignments 11:24 p.m. 8.3 On motion of Vm. Gupta, seconded by Cm. Biddle and by unanimous vote, the City Council confirmed the Mayor’s Appointment and Assignment List of City Council appointments and directed Staff to notify affected agencies.

Appointment of Delegate to

Attend the National League of Cities Congressional City Conference and

Designation of Voting Delegate for the 2015 National League of Cities Annual Conference

11:25 p.m. 8.4 On motion of Mayor Haubert, seconded by Cm. Hart and by unanimous vote, the City Council appointed Mayor Haubert as a delegate, and Cm. Biddle as an alternate, to attend the National League of Cities (NLC) conference in 2015, and appointed Cm. Hart as voting delegate, and Cm. Biddle as an alterate, to attend and vote on the City’s behalf at the NLC Annual Conference in November of 2015.

City Councilmember Dublin Pride Week Committee Appointments

11:26 p.m. 8.5 On motion of Vm. Gupta, seconded by Mayor Haubert and by unanimous vote, the City Council appointed Cm. Biddle ,and the new Councilmember as alternate, to the Dublin Pride Week Committee for the limited term of January 2015 through December 2015.


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DECEMBER 16, 2014

Authorization of Units from the Downtown Dublin Development Pool and

Related Community Benefit Agreement Deal Points with Trumark Homes

11:31 p.m. 8.6 On motion of Cm. Biddle, seconded by Vm. Gupta and by unanimous vote, the City Council authorized preparation of a Community Benefit Agreement that includes the negotiated deal points summarized in the staff report.

Determine Date/Time of Assembly Bill (AB) 1234 Ethics Training for City Officials 11:38 p.m. 8.7 The City Council determined January 28, 2015, at 6:00 p.m. as the meeting date for the AB 1234 Ethics Training session for City officials.

OTHER BUSINESS

11:42 p.m.

Brief Information only reports were provided by City Council and Staff, including committee reports and reports by City Council related meetings attended at City expense (AB1234).

On motion of Cm. Hart, seconded by Vm. Gupta and by unanimous vote, the City Council adjourned the Adjourned Regular meeting to an adjourn regular meeting on Thursday, December 18, 2014, at 7:00 p.m. in the City Council Chambers.

10.1 There being no further business to come before the City Council, the meeting was adjourned at 11:49 p.m. in memory of Staff Sgt. Sean Diamond, and our fallen troops. Minutes prepared by Caroline P. Soto, City Clerk/Records Manager. _________________________________ Mayor ATTEST: ___________________________ City Clerk


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DECEMBER 18, 2014

MINUTES OF THE CITY COUNCIL OF THE CITY OF DUBLIN

ADJOURNED REGULAR MEETING –DECEMBER 18, 2014

An adjourned regular meeting of the Dublin City Council was held on Thursday, December 18, 2014, in the City Council Chambers of the Dublin Civic Center. The meeting was called to order at 7:00 p.m., by Mayor Haubert.

ROLL CALL PRESENT: Councilmembers Biddle, Gupta, Hart, and Mayor Haubert ABSENT: None

PLEDGE OF ALLEGIANCE The pledge of allegiance to the flag was recited by the City Council, Staff and those present.

City Council Vacancy – Continued

7:03:20 PM 8.1

The City Council resumed discussion of this continued from the December 16, 2014 City Council meeting. Faye Guarienti, Dublin resident, provided public comment on this item. Marlene Massetti provided public comment on this item. Alcina Wegrzynowski, Dublin resident, provided public comment on this item. Arun Goel, Dublin resident, provided public comment on this item. Morgan King, Dublin resident, provided public comment on this item. Joe Giannini, Dublin resident, provided public comment on this item. Laura Chalker, Dublin resident, provided public comment on this item.


VOLUME 33


DECEMBER 18, 2014

Matt Chalker, Dublin resident, provided public comment on this item. Greg Tomlinson, Dublin resident, provided public comment on this item. David Bewley, Dublin resident, provided public comment on this item. Todd Padnos, Dublin resident, provided public comment on this item. Rich Guarienti, Dublin resident, provided public comment on this item. Sean Kenney, Dublin resident, provided public comment on this item. Michelle McDonald, Dublin resident, provided public comment on this item. Seth Adams, representative Save Mount Diablo, provided public comment on this item. Puran Moorjani, Dublin resident, provided public comment on this item. Dan Scannell, Dublin resident, provided public comment on this item. Raj Patel, Dublin resident, provided public comment on this item. The order of questioning of candidates by the City Council, determined by random draw, was: Melissa Strah Mona Lisa Ballesteros Melissa Sladden Janine Thalblum Dan Cunningham Doreen Wehrenberg Lynna Do City Councilmembers questioned the candidates. On motion of Cm. Biddle, seconded by Cm. Hart and by a 2-2 vote, the motion to appoint Doreen Wehrenberg to the vacant City Council seat failed. On motion of Vm. Gupta, with no second, the motion to appoint Lynna Do to the vacant City Council seat failed. On motion of Vm. Gupta, seconded by Mayor Haubert and by a 2-2 vote, the motion to appoint Dan Cunningham to the vacant City Council seat failed. On motion of Cm. Hart, seconded by Cm. Biddle and by a 2-2 vote, the motion to appoint Doreen Wehrenberg to the vacant City Council seat failed.


VOLUME 33


DECEMBER 18, 2014

By consensus, the City Council directed Staff to return with options for 1) appointments, 2) special election, and 3) urgency ordinance calling election and appointing an interim councilmember at a Special meeting to take place on January 26, 2015, at 7:00 p.m.

Mayor’s Appointments to City Commissions and Committee - Continued 1:08:25 AM 8.2 This Item was continued from the December 16, 2014 City Council meeting. On motion of Cm. Hart, seconded by Mayor Haubert and by unanimous vote, the City Council agreed to hear this item at the January 20, 2015, Regular City Council meeting.

1:08:52 AM The City Council reconvened to Closed Session on:

II. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Title: City Manager

REPORT ON CLOSED SESSION ACTION Mayor Haubert stated there was no reportable action during closed session

ADJOURNMENT 10.1 There being no further business to come before the City Council, the meeting was adjourned at 1:27 a.m. in memory of Staff Sgt. Sean Diamond and our fallen troops. Minutes prepared by Caroline P. Soto, City Clerk/Records Manager. _________________________________ Mayor ATTEST: ___________________________ City Clerk

Page 1 of 2 ITEM NO. ___4.2______


CITY CLERK

File #920-90




SUBJECT:

StopWaste's Recycled Product Purchase Preference Program - Acceptance of Grant Funds Prepared by Rosemary Alex, Parks and Facilities Development Coordinator

EXECUTIVE SUMMARY: Staff is seeking City Council approval to accept grant funds from StopWaste’s Recycled Product Purchase Preference (RPPP) Program. The funds will be used to purchase equipment for use in the City’s parks and at special events. FINANCIAL IMPACT: StopWaste has awarded the City of Dublin a total of $28,940.25 from the RPPP Program. As part of the agreement with Stop Waste, the City is required to pay for the tax and shipping costs estimated at 20% or $5,788 of the grant award. Sufficient funding is available within project and program budgets for tax and shipping costs. RECOMMENDATION: Staff recommends that City Council adopt the Resolution for Acceptance of Grant Funds from StopWaste’s Recycled Product Purchase Preference Program. Submitted By Reviewed By Parks and Community Services Director Assistant City Manager

DESCRIPTION: As part of Alameda County’s Measure D Program, five-percent (5%) of the revenues are to be used to implement a Recycled Product Purchase Preference (RPPP) Program. In September 2014, “left-over” RPPP funds were made available to member agencies as part of a grant program. Dublin’s Environmental Services Staff submitted an application to StopWaste and included the following items:

1) 10 permanent recycling receptacles for Fallon Sports Park

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2) 75 A-frame plastic barricades for use at Special Events 3) 25 temporary recycling containers for use at Special Events

In November 2014, Staff was notified that StopWaste had awarded $28,940.25 in funding for the City’s proposal. As part of the process, a Resolution has been prepared for City Council approval to accept the grant award. Funds will be expended during Fiscal Year 2014/2015. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution for Acceptance of Grant Funds from StopWaste’s

Recycled Product Purchase Preference Program

ATTACHMENT 1

RESOLUTION NO. XX - 15

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN

* * * * * * * * * * *

ACCEPTANCE OF GRANT FUNDS FROM STOPWASTE’S RECYCLED PRODUCT PURCHASE PREFERENCE PROGRAM

WHEREAS, Subsection 64.120 of Measure D provides guidelines for the use of 5% of Measure D revenues for the County of Alameda to implement a Recycled Product Purchase Preference (RPPP) Program; and

WHEREAS, a total of approximately $200,000 of these RPPP funds are available to be distributed in member agency grants; and

WHEREAS, Staff submitted a grant application seeking funds to procure recycled content products; and

WHEREAS, StopWaste has granted approval of the City’s proposal.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin does hereby accept the grant award in the amount of $28,940.25 for the procurement of recycled content products for use in the City’s Parks and Special Events.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk



CITY CLERK

File #920-90




SUBJECT:

Housing Related Parks Grant 2014 Program Year Application Prepared by Kim Obstfeld, Housing Specialist

EXECUTIVE SUMMARY: The California Department of Housing and Community Development Housing-Related Parks (HRP) Program provides non-competitive grant funding for parks and recreation facilities to cities that develop housing that is affordable to very low- and low-income households. City staff is preparing an application for the 2014 designated program year, seeking funds to improve the Dublin Sports Grounds. The application must include a City Council resolution supporting the application and naming an authorized person to execute grant-related documents if funds are awarded. FINANCIAL IMPACT: If approved, this grant would provide up to $166,850 in parks funding to support improvements to the Dublin Sports Grounds. The Dublin Sports Grounds Renovation project (CIP#P-4) is identified as a future project with no identified funding source in the 2014-2019 Capital Improvement Program. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Authorizing an Application for Housing-Related Parks Grant Funds for the 2014 Designated Program Year. Submitted By Reviewed By Community Development Director Assistant City Manager DESCRIPTION: The Housing-Related Parks (HRP) Program is a grant program funded through Proposition 1C and administered by the California Department of Housing and Community Development (HCD). The HRP Program is intended to reward local governments that facilitate the development of housing for lower-income households and are in compliance with State housing element law with grant funds to create or rehabilitate parks and/or recreational facilities. Cities are provided significant additional money for directing grant funds toward facilities that serve park-deficient

Page 2 of 2

areas. Applying HRP Program funds toward the Dublin Sports Grounds will allow the City to maximize the award amount. Approximately $35 million is available for the 2014 funding round. Staff’s preliminary analysis of HRP Program guidelines and criteria showed that the City is eligible for approximately $160,750 in HRP Program funds, based on having achieved substantial compliance in the certification of the City’s Housing Element, the timely submittal of Housing Element annual reports, and the completion of 66 affordable units in the period from January 1, 2012 to December 31, 2014. This amount may be increased to up to $6,100 at the discretion of HCD in reward for having made significant progress in meeting the City’s Regional Housing Needs Allocation. The application is due by February 5, 2015. It is expected that award recipients will be announced in June 2015. Funds must be spent within two years of the date of the award announcement. Eligible Affordable Units Funds are awarded by formula and on a per bedroom basis for each residential unit affordable to very low- and low-income households permitted during the designated time period. For the 2014 program year, the application may include units permitted from January 1, 2010 to December 31, 2014. However, this application may not include units that were counted during previous funding cycles. Dublin last applied for funding under the HRP Program in 2011, and thus units permitted from January 1, 2010 to December 31, 2011 were counted toward our 2011 program year award. The City permitted 66 eligible units during the designated time frame. These units provide a total of 95 bedrooms. Units were located in the Wexford Way, Tralee, Cortona, Cortona II, Livorno, Biella, Schaefer Ranch, and Calabria developments. Note that affordable units at all developments except Wexford Way and Tralee are secondary units, subject to permanent affordability restrictions if/when the home owner opts to rent out the secondary unit. Parks Project – Dublin Sports Grounds Staff recommends that the grant funds be used to improve the Dublin Sports Grounds. The Sports Grounds is in an area that meets the HRP Program definition of “park-deficient,” in that there are fewer than three acres of usable parks space per resident. Proposed improvements include the installation of a sand channel drainage system and new turf for soccer, lacrosse and baseball fields, improvements for compliance with the Americans with Disabilities Act, and upgrades to the irrigation system. The total project cost is estimated at $1,407,110. The HRP Program grant will be used to fund pre-construction work including design and engineering, as well as physical site improvements. The adopted Capital Improvement Program identifies these improvements as a future project at the Dublin Sports Grounds, pending identification of a funding source. These grant funds will accelerate the timeline for the design. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Not applicable.

ATTACHMENTS: 1. Resolution Authorizing an Application for Housing-Related

Parks Grant Funds for the 2014 Designated Program Year.

ATTACHMENT 1



* * * * * * * * * * *

AUTHORIZING AN APPLICATION FOR HOUSING-RELATED PARKS GRANT FUNDS FOR THE 2014 DESIGNATED PROGRAM YEAR.

WHEREAS, a guiding policy of the Open Space Element of the City of Dublin General Plan is to maintain and improve existing outdoor facilities in conformance with the recommendations of the City’s Parks and Recreation Master Plan; and

WHEREAS, a goal of the City’s Parks and Recreation Master Plan is to provide planning for asset allocation, services management, and funding for the existing parks and facilities while developing a thorough list of the recreational needs of the expanding Dublin community and an action to implement this goal is to explore and identify new funding sources for maintenance and operations of proposed facilities; and

WHEREAS, the State of California Department of Housing and Community Development (HCD) has issued a Notice of Funding Availability (NOFA) dated December 10, 2014, under its Housing-Related Parks (HRP) Program; and

WHEREAS, the City of Dublin desires to apply for a HRP Program grant and submit the 2014 designated program year application package released by HCD; and

WHEREAS, the City of Dublin has met eligibility criteria through compliance with California

housing element law and the development of 66 units affordable to lower-income households; and WHEREAS, the City of Dublin has identified the need for funds to improve the Dublin Sports

Grounds, a facility serving a park-deficient area; and WHEREAS, HCD is authorized to approve funding allocations for the HRP Program, subject

to the terms and conditions of the NOFA, program guidelines, application package, and standard agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin takes the following actions:

1. Application Submittal. City staff is hereby authorized and directed to apply for and submit to HCD the HRP Program application package released December 2014 for the 2014 designated program year in an amount not to exceed $166,850.

2. Agreement with HCD. If the application is approved, the City Manager is hereby authorized and directed to enter into, execute, and deliver a State of California standard agreement in an amount not to exceed $166,850, and any and all other documents required or deemed necessary or appropriate to secure the HRP Program grant from HCD and all amendments thereto (collectively, the “HRP Grant Documents”).

3. Terms, Conditions, and Use of Funds. The City shall be subject to the terms and conditions as specified in the standard agreement. Funds are to be used for allowable capital asset project expenditures to be identified in Exhibit A of the standard

ATTACHMENT 1

agreement. The application in full is incorporated as part of the standard agreement. Any and all activities funded, information provided, and timelines represented in the application are enforceable through the standard agreement. The City hereby agrees to use the funds for eligible capital asset(s) in the manner presented in the application as approved by HCD and in accordance with the NOFA, program guidelines, and application package.

4. Staff Authorization. The City Manager is authorized to execute the HRP Program application package and the HRP Grant Documents in the name of the City of Dublin as required by HCD for participation in the HRP Program.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following

vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk



CITY CLERK

File #300-40




SUBJECT:

Payment Issuance Report and Electronic Funds Transfers Prepared by Veronica Briggs, Finance Technician II

EXECUTIVE SUMMARY: The City Council will receive a listing of payments issued from December 1, 2014 – December 31, 2014 totaling $6,400,458.07. FINANCIAL IMPACT:

SUMMARY OF PAYMENTS ISSUED December 1, 2014 through December 31, 2014

Total Number of Payments: 305 Total Amount of Payments: $6,400,458.07 RECOMMENDATION: Staff recommends that the City Council receive the report. Submitted By Reviewed By Administrative Services Director Assistant City Manager DESCRIPTION: The Payment Issuance Report (see Attachment 1) provides a listing of all payments for the period beginning December 1, 2014 through December 31, 2014. This report is provided in accordance with the policy adopted November 15, 2011 in Resolution 189-11. The listing of payments has been reviewed in accordance with policies for processing payments and expenditures. ATTACHMENTS: 1. Payment Issuance Report - December 2014

Print Date: 01/06/2015 City of Dublin Page 1 of 11 Payment Issuance Report Payments Dated 12/1/2014 through 12/31/2014 Date Issued Payee Amount Description

12/01/2014 4 PAWS GOOSE CONTROL, INC 1,000.00 GOOSE CONTROL SERVICES-OCT 2014 12/01/2014 ALL CITY MANAGEMENT SVCS INC 6,704.00 CROSSING GUARD SERVICES TO 11/8/14 12/01/2014 AT & T MOBILITY 192.81 ENGINEERING RADIO/TELEPHONES TO 11/7/14 12/01/2014 AT&T - CALNET 2 1,114.51 SERVICE TO 11/12/14 0.20 SERVICE TO 11/12/14 567.57 SERVICE TO 11/14/14 Check Total: 1,682.28 12/01/2014 BARTEL ASSOCIATES LLC 3,500.00 ACTUARIAL CONSULTING SERVICES-OCT 2014 12/01/2014 BAY ALARM COMPANY 834.60 ALARM SERVICE CHARGES-DEC 2014 200.00 ALARM SERVICE UL CERTIFICATE Check Total: 1,034.60 12/01/2014 BRADLEY, ROGER 200.22 CITY MANAGEMENT FOUNDATION SEMINAR EXP-B 12/01/2014 CA MUNI STATISTICS INC. 475.00 STATISTICAL INFO FOR CAFR DOCUMENT 12/01/2014 CALTRONICS BUSINESS SYSTEMS 553.69 COPIES-OCT 2014 12/01/2014 CARDUCCI AND ASSOCIATES INC. 71,574.95 FALLON SPORTS PARK LANDSCAPE ARCHITECTUR 12/01/2014 CASTRO VALLEY PERFORMING ARTS 1,346.85 REC CLASS INSTRUCTOR 12/01/2014 CDW GOVERNMENT INC 273.00 SOFTWARE 12/01/2014 CITIES GROUP, THE 3,163.72 WORKERS COMP & SAFETY/COMP ASSESSMENT 12/01/2014 COMCAST 129.02 HERITAGE CENTER INTERNET TO 11/13/14 128.89 SHANNON CENTER TV & INTERNET TO 11/8/14 Check Total: 257.91 12/01/2014 CRONIN, MICHELE 28.94 REIMB NAT'L REC & PARK ASSN CONF EXPENSE 17.15 REIMB WORLD WATERPARK ASSN SYMPOSIUM EXP Check Total: 46.09 12/01/2014 DEAM, VALERIE 908.40 REC CLASS INSTRUCTOR 12/01/2014 DUBLIN SECURITY STORAGE 410.00 OFF-SITE STORAGE - DEC 2014 12/01/2014 DUTCHOVER & ASSOCIATES 11,593.75 PLANNING & ENGINEERING SERVICES-OCT 2014 12/01/2014 FORD STORE SAN LEANDRO, THE 62,899.60 REPLACEMENT POLICE VEHICLE 12/01/2014 GONG, VIVIAN 3,486.48 HEALTH PREMIUM 12/01/2014 GUIDA SURVEYING INC. 160.00 ENGINEERING SERVICES TO 11/1/14 12/01/2014 HARRIS & ASSOCIATES 52,017.69 CONSTRUCTION MGMT EMERALD GLEN REC & AQU 12/01/2014 HDL COREN & CONE 1,512.50 PROPERTY TAX CONSULTING OCT-DEC 2014 12/01/2014 HOLSEY, DENYCE L. 1,326.00 EMPLOYEE PROCESS CONSULTING SERVICES 12/01/2014 IMPRINT WORKS, THE 30.12 BUSINESS RECOGNITION PLAQUE 49.05 CUSTOMER SERVICE COMMITTEE PLAQUE 120.99 PLAQUE FOR MAYOR SBRANTI Check Total: 200.16 12/01/2014 INTERNATIONAL CODE COUNCIL 50.00 MEMBERSHIP DUES-SHREEVE 12/01/2014 KROLL FACTUAL DATA CORP 25.00 BACKGROUND CREDIT CHECKS 12/01/2014 LAI & ASSOCIATES 2,964.50 GEOTECHNICAL SVCS-EMERALD GLEN REC & AQU 12/01/2014 MANAGEMENT PARTNERS INC. 509.50 EXECUTIVE COACHING SERVICES-NOV 2014 12/01/2014 MAZE & ASSOCIATES 5,057.00 FINANCIAL AUDIT SERVICES FOR FY13-14 12/01/2014 MCE CORPORATION 419,364.75 MAINTENANCE SERVICES-OCT 2014 12/01/2014 MEYERS NAVE 40,379.52 LEGAL SERVICES - OCT 2014 12/01/2014 PAPPA, STEVE 9.52 MILEAGE REIMBURSEMENT SEPT-NOV 2014 12/01/2014 PEELLE TECHNOLOGIES INC 4,940.65 DOCUMENT PREPARATION & IMAGING SVCS 12/01/2014 SELECT IMAGING 106.82 BUSINESS CARDS 12/01/2014 SHAMROCK OFFICE SOLUTIONS INC 174.07 PRINTER CARTRIDGE


12/01/2014 SHAW VALENZA LLP 5,000.00 HARASSMENT PREVENTION TRAINING 12/01/2014 STEVENSON, PORTO & PIERCE INC. 573.75 ENGINEERING SERVICES TO 11/14/14 17,437.50 PLANNING SERVICES TO 11/14/14 Check Total: 18,011.25 12/01/2014 SUMMERHILL HOMES 1,957.50 DEVELOPER DEPOSIT REFUND 12/01/2014 SWA GROUP 14,905.75 DUBLIN CROSSING MASTER PLAN DEVELOPMENT 12/01/2014 TASTEFUL AFFAIR CATERING, A 11,537.45 EMPLOYEE RECOGNITION EVENT CATERING 81.75 EMPLOYEE RECOGNITION EVENT LIGHTING Check Total: 11,619.20 12/01/2014 TELEPACIFIC COMMUNICATIONS 2,195.48 CIVIC CENTER INTERNET & PHONE SVC TO 12/14 12/01/2014 THE DUMPLING FACTORY 2,700.00 ALAMEDA COUNTY MAYORS' CONFERENCE 12/01/2014 TRB AND ASSOCIATES, INC. 7,810.00 PLAN REVIEW & BLDG INSPECTION SVCS-10/14 12/01/2014 TRI-VALLEY COMMUNITY TV 783.91 TELEVISE CITY COUNCIL MEETINGS - OCT 2014 12/01/2014 VALLEY CATERING, INC. 3,487.70 CITY COUNCIL RECEPTION EVENT 12/01/2014 WAGEWORKS, INC. 517.25 FLEXIBLE SPENDING ACCOUNT FEES Payments Issued 12/1/2014 Total: 769,089.07

12/05/2014 CAL PERS 83,912.49 PERS RETIREMENT PLAN: PE 11/28/14 12/05/2014 EMPLOYMENT DEVELOPMENT DEPT 13,948.31 CA STATE WITHHOLDING: PE 11/28/14 12/05/2014 I C M A 401 PLAN 1,074.12 DEFERRED COMP 401A: PE 11/28/14 12/05/2014 I C M A 457 PLAN 22,846.68 DEFERRED COMP 457: PE 11/28/14 12/05/2014 INTERNAL REVENUE SERVICE 49,922.82 FEDERAL WITHHOLDING: PE 11/28/14 12/05/2014 US BANK - PARS 1,311.84 PARS: PE 11/28/14 12/05/2014 WAGEWORKS, INC. 2,474.52 DEPENDENT CARE- WAGEWORKS: PE 11/28/14 Payments Issued 12/5/2014 Total: 175,490.78

12/08/2014 DSRSD 137,787.29 SERVICE TO 11/30/2014 12/08/2014 U.S. BANK CORPORATE PMT SYSTEM 11.98 CAMPS ROUTE PLANNING APP 1,495.00 COMMISSION VACANCY ADVERTISEMENT 1,244.65 CORP YARD DEDICATION SUPPLIES, MMANC CON 359.88 COUNCIL OF SHOPPING CENTERS CONF EXP-SBR 391.32 COUNCIL OF SHOPPING CENTERS CONF EXP-TAY 502.64 COUNCIL OF SHOPPING CENTERS CONF EXP-WET 431.01 CRISIS COMMUNICATIONS COURSE EXP-JACKMAN 51.71 DOMAIN NAME RENEWAL 25.00 EMPLOYEE RELATIONS CLASS EXPENSE-A.SMITH 318.65 ERGONOMIC OFFICE EQUIPMENT 7.00 EXCEL TRAINING EXPENSE 32.46 FACILITY DEDICATION SUPPLIES 620.16 GRANT WRITING WORKSHOP, EMPLOYEE COMM 100.00 GRAPHICS SUPPLIES 610.99 HERITAGE CENTER EVENT SUPPLIES 1,105.56 HERITAGE CENTER SUPPLIES 3,884.00 ICE MACHINE FOR CORP YARD 2,138.01 INSIDE DUBLIN & SAFETY WEEK SUPPLIES


1,504.23 INT'L CODE COUNCIL CONFERENCE EXP-SHREEVE 17.75 JUNIOR WARRIORS SUPPLIES 300.00 MMANC CONFERENCE REG-BAKER 814.98 NARCOTICS OFFICERS ASSN CONF REG, POLICE 515.84 NAT'L REC & PARK ASSN CONFERENCE EXP-CRO 619.20 NEW & FUTURE CITY MANAGER SEMINAR EXP-BR 388.47 PARKS & REC CONFERENCE REG, PRESCHOOL SU 344.88 POLICE SUPPLIES 615.21 PRESCHOOL SUPPLIES 338.00 PUBLIC WORKS ASSN CONFERENCE REG-RUSSELL 383.57 PUBLIC WORKS SUPPLIES 116.52 RECREATION SUPPLIES -159.33 RETURNED ERGONOMIC EQUIPMENT 725.75 SENIOR CENTER SUPPLIES 259.00 SOFTWARE SUPPORT 89.00 SUMMER CAMP WEBINAR REGISTRATION 53.50 TRANSPORTATION COMMISSION MEETING EXP-KH 4,986.44 ULI NEW YORK MTG EXP, NLC CONGRESS CONF 1,139.54 WALK & ROLL SUPPLIES, GREEN BUSINESS BRO 1,760.20 WORLD WATERPARK ASSN CONF EXP-SANDHOLM 179.20 WORLD WATERPARK ASSN CONF EXP-SANDHOLM Check Total: 28,321.97 Payments Issued 12/8/2014 Total: 166,109.26

12/09/2014 DSRSD 622.74 SERVICE TO 11/30/2014 Payments Issued 12/9/2014 Total: 622.74

12/11/2014 4LEAF INC. 721.00 BUILDING INSPECTION SERVICES - OCT 2014 135,445.25 PLAN REVIEW & BLDG INSPECTION SVCS-10/14 Check Total: 136,166.25 12/11/2014 AJA, MARTHA 342.48 REIMB WATER INNOVATIONS WORKSHOP EXP-AJA 12/11/2014 ALAMEDA COUNTY TRANSPORTATION 50,000.00 IRON HORSE TRAIL FEASIBILITY STUDY LOCAL 12/11/2014 AMERICAN SAFETY ACADEMY 43.40 REC CLASS INSTRUCTOR 12/11/2014 ARLEN NESS, INC. 23.99 POLICE VEHICLE MAINTENANCE 12/11/2014 AT&T - CALNET 2 179.55 SERVICE TO 11/19/14 12/11/2014 BALLARD, MITCH 500.00 TREE LIGHTING SOUND SYSTEM SERVICES 12/11/2014 BAY ALARM COMPANY 100.00 SHANNON CENTER ALARM UL CERTIFICATE 12/11/2014 BIG O TIRES #7 172.35 POLICE VEHICLE MAINTENANCE 12/11/2014 BSK ASSOCIATES INC. 3,074.90 ENGINEERING SERVICES TO 8/16/14 12/11/2014 CAVAZOS, ANNE 12.00 REC CLASS INSTRUCTOR 12/11/2014 CCPOA 60.00 POLICE OFFICERS ASSN MEMBERSHIP-MINKIN,NAR 12/11/2014 CENTRAL VALLEY TOXICOLOGY 2,163.00 LAB TESTING SERVICES 12/11/2014 CITY SERVE OF THE TRI-VALLEY 1,079.77 REFUND SHANNON CENTER DEPOSIT 12/11/2014 CRIL - COMMUNITY RESOURCES 3,360.18 COMMUNITY SUPPORT GRANT FY14-15 12/11/2014 CSG CONSULTANTS INC 880.00 SLURRY PAVING SERVICES


12/11/2014 DKS ASSOCIATES 16,870.00 TASSAJARA CAPACITY ANALYSIS STUDY 12/11/2014 DOCTORS GIVING BACK 760.36 REFUND SHANNON DEPOSIT 12/11/2014 ESTIGOY-KAHO'ONEI, JULIA 114.00 REC CLASS INSTRUCTOR 12/11/2014 FEHR & PEERS ASSOCIATES INC. 8,274.00 DOWNTOWN TRAFFIC IMPACT FEE UPDATE-OCT 12/11/2014 FRANCHISE TAX BOARD 285.92 WAGE ASSIGNMENT: PE 11/28/14 12/11/2014 GCS PROMOTION SPECIALTIES 340.99 POLICE PROMOTIONAL SUPPLIES 12/11/2014 GOLDEN STATE FLEET SERVICES 315.00 POLICE EVIDENCE TOW 500.00 POLICE VEHICLE MAINTENANCE Check Total: 815.00 12/11/2014 HAYWARD RUBBER STAMP CO INC 322.51 OFFICE SUPPLIES 12/11/2014 HEATH SATOW SCULPTURE 1,500.00 FALLON SPORTS PARK PUBLIC ART PRESENTATI 12/11/2014 INTERNAL REVENUE SERVICE 619.46 RETURN OF REFUND FUNDS 12/11/2014 IRON MOUNTAIN 535.86 OFF-SITE RECORDS STORAGE - NOV 2014 12/11/2014 JOCHNER, RICH 31.47 MILEAGE REIMBURSEMENT 12/11/2014 KARATE 4 KIDS.US 1,796.90 REC CLASS INSTRUCTOR 12/11/2014 KB HOMES NORTHERN CA 1,130.89 DEVELOPER DEPOSIT REFUND 12/11/2014 KIDZ LOVE SOCCER 11,121.00 REC CLASS INSTRUCTOR 12/11/2014 LANGAN TREADWELL ROLLO 4,903.23 DUBLIN CROSSING ENVIRONMENTAL ASSESSMENT 12/11/2014 LEXISNEXIS RISK DATA MGMT 122.20 DATABASE SEARCHES - OCT 2014 12/11/2014 LIVERMORE AUTO GROUP 96.02 POLICE VEHICLE MAINTENANCE 12/11/2014 MACK5 900.00 CONSTRUCTION MGMT MAINTENANCE FACILITY 12/11/2014 MANNING, JAN 1,483.20 REC CLASS INSTRUCTOR 12/11/2014 MORGAN, CATHERINE SUE 254.59 REC CLASS INSTRUCTOR 12/11/2014 MOTTOLA, ANN 83.63 MILEAGE REIMBURSEMENT 12/11/2014 NEXTEL COMMUNICATIONS 72.86 RECREATION CELLPHONES TO 11232014 12/11/2014 NORTH STAR DESTINATION 8,000.00 MARKETING & BRANDING STRATEGY 12/11/2014 OTIS ELEVATOR CO., INC. 270.00 ELEVATOR SERVICE-DEC 2014 12/11/2014 P G & E 21,876.43 SERVICE TO 11/17/14 5,560.14 SERVICE TO 11/25/14 Check Total: 27,436.57 12/11/2014 PBS CATERING 784.80 SENIOR CENTER HOLIDAY LUNCH CATERING 12/11/2014 PHOENIX GROUP INFO SYS. 181.65 PARKING CITATION PROCESSING - AUG 2014 310.50 PARKING CITATION PROCESSING - JUL 2014 331.75 PARKING CITATION PROCESSING - SEP 2014 Check Total: 823.90 12/11/2014 PMC 8,748.75 HOUSING CONSULTANT SERVICES TO 10/31/14 12/11/2014 QUALITY COUNTS LLC 800.00 TRAFFIC COUNTS-NOV 2014 840.00 TRAFFIC COUNTS-OCT 2014 Check Total: 1,640.00 12/11/2014 RHAA 3,675.00 PIONEER CEMETERY MASTER PLAN PROJECT-OCT 12/11/2014 SAFEPLAY BY DESIGN, INC. 450.00 PLAYGROUND SAFETY INSPECTION 12/11/2014 SENIOR SUPPORT PROGRAM 778.04 COMMUNITY SUPPORT GRANT - OCT 2014 12/11/2014 SERVI-TECH, INC. 89.00 IRRIGATION WATER SAMPLING 12/11/2014 SHAH, DINAH 3,815.77 REC CLASS INSTRUCTOR 12/11/2014 SHIR MARTIAL ARTS, LLC 202.80 REC CLASS INSTRUCTOR 12/11/2014 STONERIDGE CHRYSLER JEEP DODGE 590.62 POLICE VEHICLE MAINTENANCE 12/11/2014 STUDIO BLUE REPROGRAPHICS 27.80 EMPLOYEE RECOGNITION EVENT SUPPLIES 12/11/2014 SWRCB 14,566.00 ANNUAL PERMIT FEES 7/1/14-6/30/15


12/11/2014 TRAFFICWARE LTD 3,253.95 TRAFFIC SIGNAL TIMING SOFTWARE 12/11/2014 TREASURER ALAMEDA COUNTY 2,460,721.50 POLICE SERVICES - JUL/AUG 2014 12/11/2014 TREASURER ALAMEDA COUNTY 19,595.00 CAL-ID REMOTE ACCESS NETWORK FY14-15 12/11/2014 TREASURER ALAMEDA COUNTY 2,369.50 PARKING CITATIONS COLLECTED - AUG 2014 2,686.00 PARKING CITATIONS COLLECTED - JUL 2014 3,064.50 PARKING CITATIONS COLLECTED - SEP 2014 Check Total: 8,120.00 12/11/2014 TREASURER ALAMEDA COUNTY 1,202.30 AVOID THE 21 OVERTIME - OCT 2014 12/11/2014 TREASURER ALAMEDA COUNTY 257.50 CRIME LAB SERVICES-OCT 2014 12/11/2014 TREASURER ALAMEDA COUNTY 98.26 FINGERPRINT SERVICES - OCT 2014 12/11/2014 TREASURER ALAMEDA COUNTY 52.50 POLICE FORMS Vendor Total: 2,490,047.06 12/11/2014 TRI VALLEY YOUNG PERFORMERS 1,200.00 REC CLASS INSTRUCTOR 12/11/2014 UNITED SITE SERVICES OF CA INC 825.91 DISPOSAL SERVICE-NOV 2014 12/11/2014 UNTALAN'S MARTIAL ARTS CENTER 441.00 REC CLASS INSTRUCTOR 12/11/2014 USA ULTIMATE 250.00 REFUND SPORTS FIELD DEPOSIT 12/11/2014 VASUDEVAN, PRIYA 2,073.75 REC CLASS INSTRUCTOR 12/11/2014 VERIZON WIRELESS 266.07 BUILDING/PLANNING CELLPHONES TO 11/10/14 68.92 CODE ENFORCEMENT CELLPHONES TO 11/15/14 868.79 INFORMATION SYSTEMS CELLPHONES TO 11/10/14 38.01 PARKS IPAD WIRELESS SERVICE TO 11/10/14 775.89 POLICE CELLPHONES TO 11/3/14 Check Total: 2,017.68 12/11/2014 WATER ROCK CONSTRUCTION CORP 54,862.50 DUBLIN BLVD SLIDE REPAIRS PROJECT 12/11/2014 WC3-WEST COAST CODE CONSULTANT 12,265.00 PLAN REVIEW & BUILDING INSPECTION SVCS 12/11/2014 WEISS, ROBIN S. 294.00 REC CLASS INSTRUCTOR 12/11/2014 WETHERFORD, HAZEL 204.70 REIMB ICSC & MMANC CONFERENCES EXP-WETHE Payments Issued 12/11/2014 Total: 2,890,226.56

12/15/2014 ALAMEDA CO SURPLUS PROP AUTHOR 43,830.65 IMPACT FEE RIGHT TO REIMBURSEMENT 12/15/2014 ALAMEDA COUNTY FIRE DEPARTMENT 970,421.25 FIRE SERVICES - NOV 2014 12/15/2014 ALAMEDA COUNTY LIBRARY 114,113.00 ADDITIONAL LIBRARY SERVICES JUL-SEP 2014 12/15/2014 ALL CITY MANAGEMENT SVCS INC 5,363.20 CROSSING GUARD SERVICES 11/9/14-11/22/14 12/15/2014 ARAMARK UNIFORM SVC LOCKBOX 125.71 MAT SERVICE-DEC 2014 12/15/2014 ARROW SIGN COMPANY 15,248.00 MEDIAN MARKER SIGN REPLACEMENT 12/15/2014 AT&T - CALNET 2 179.55 SERVICE TO 10/19/14 230.90 SERVICE TO 11/26/14 176.99 SERVICE TO 11/27/14 93.36 SERVICE TO 12/01/14 137.35 SERVICE TO 12/1/141 Check Total: 818.15 12/15/2014 BSA ARCHITECTS 4,800.00 ARCHITECTURAL DESIGN SVCS-LIBRARY EXPANS 12/15/2014 CAPITAL ONE COMMERCIAL 23.18 AFTER SCHOOL REC SUPPLIES 12/15/2014 CHAN, ROSA 272.25 REC CLASS INSTRUCTOR 12/15/2014 CHANDLER ASSET MANAGEMENT 7,209.00 INVESTMENT SERVICES - NOV 2014


12/15/2014 COIT SERVICES, INC. 1,455.00 CARPET CLEANING-NOV 2014 12/15/2014 COMCAST 227.36 SENIOR CENTER TV & INTERNET TO 12/3/14 12/15/2014 COMCAST 211.53 CIVIC CENTER INTERNET & TV SVC TO 12/14 12/15/2014 CONTRACT SWEEPING SERVICES 9,895.51 STREET SWEEPING SERVICES-OCT 2014 12/15/2014 DICKSON & ASSOCIATES, INC. 4,950.00 IRRIGATION OPTIMIZATION CONSULTING SVCS 12/15/2014 DIEHL, YUKO 54.60 REC CLASS INSTRUCTOR 12/15/2014 DOCTOR DIESEL 1,915.00 ANNUAL DIESEL TANK SERVICE-FIRE STATIONS 940.00 ANNUAL DIESEL TANK SERVICE-GENERATOR Check Total: 2,855.00 12/15/2014 DOWNTOWN IDEA EXCHANGE 236.50 DOWNTOWN IDEA EXCHANGE SUBSCRIPTION 12/15/2014 DOWNTOWN PROMOTION REPORTER 226.50 DOWNTOWN PROMOTION REPORT SUBSCRIPTION 12/15/2014 DR. SABRI ARAC 3,851.68 IMPACT FEE RIGHT TO REIMBURSEMENT 12/15/2014 EAST BAY DIVISION LCC 100.00 LEAGUE OF CA CITIES GENERAL MEETING 12/15/2014 EVERPRO KIDS 480.00 REC CLASS INSTRUCTOR 12/15/2014 FARMER, LYNDA 30.00 REC CLASS INSTRUCTOR 12/15/2014 GANDHI, RIJU 750.00 REFUND SHANNON DEPOSIT 12/15/2014 GINN, CARLA 396.00 REC CLASS INSTRUCTOR 12/15/2014 HATZIKOKOLAKIS, JACQUI 25.54 MILEAGE REIMBURSEMENT 12/15/2014 HINDERLITER DE LLAMAS 13,442.51 SALES TAX AUDIT & CONSULTING FY14-15 12/15/2014 HOLSEY, DENYCE L. 600.00 EMPLOYEE PROCESS CONSULTING SVCS TO 11/2 12/15/2014 INT'L COUNCIL SHOPPING CENTERS 135.00 INT'L COUNCIL OF SHOPPING CENTERS MEMBER 12/15/2014 IRON MOUNTAIN 319.31 OFF-SITE TAPE STORAGE - NOV 2014 12/15/2014 J. S. BUILDING MAINTENANCE 1,860.98 JANITORIAL SERVICES-NOV 2014 12/15/2014 JORDAN & ASSOCIATES, INC. 1,600.00 LEGISLATIVE CONSULTING SERVICES - NOV 2014 12/15/2014 KINDERMUSIK W/ MS LINDSAY & 4,505.80 REC CLASS INSTRUCTOR 12/15/2014 KING, ARTHUR 107.10 REC CLASS INSTRUCTOR 12/15/2014 KLEIST-CORWIN, JULAINA 302.40 REC CLASS INSTRUCTOR 12/15/2014 LANLOGIC INC. 1,665.00 COMPUTER NETWORK CONSULTING SVCS 12/15/2014 LEW EDWARDS GROUP, THE 3,500.00 CONSULTING SERVICES 12/15/2014 LIVERMORE, CITY OF 100.00 ALAMEDA CO. MANAGERS' ASSN HOLIDAY LUNCH 12/15/2014 MIDAS AUTO SERVICE 43.58 INSPECTOR TRUCK MAINTENANCE 12/15/2014 NEOPOST 420.00 FOLDING MACHINE MAINTENANCE JAN-MAR 2015 12/15/2014 NEOPOST NORTHWEST 245.16 POSTAGE MACHINE INK 12/15/2014 P G & E 2,141.03 SERVICE TO 11/26/14 238.82 SERVICE TO 12/2/14 3,383.86 SERVICE TO 12/3/14 9,734.07 SERVICE TO 12/4/14 Check Total: 15,497.78 12/15/2014 PLAY-WELL TEKNOLOGIES 763.20 REC CLASS INSTRUCTOR 12/15/2014 QUALITY TUNE-UP 44.21 INSPECTOR TRUCK MAINTENANCE 12/15/2014 RAJGURU, AMAR 250.00 REFUND CIVIC CENTER RENTAL DEPOSIT 12/15/2014 RING PROPERTIES 157,405.25 ECONOMIC INCENTIVE PROGRAM 12/15/2014 SAN LEANDRO, CITY OF 350.00 ALAMEDA CO CITY MANAGERS' ASSN DUES 12/15/2014 SELECT IMAGING 213.64 BUSINESS CARDS 490.66 STOP WORK ORDER FORMS Check Total: 704.30 12/15/2014 SHAMROCK OFFICE SOLUTIONS INC 295.65 COPIER OVERAGE 12/15/2014 SHEA HOMES, LTD 98,058.35 IMPACT FEE RIGHT TO REIMBURSEMENT


12/15/2014 SHELLITO TRAINING & CONSULTING 3,724.32 BUSINESS PLAN EMERALD GLEN REC & AQUATIC 12/15/2014 SIMPLER SYSTEMS, INC 1,500.00 SOFTWARE HOSTING CONSULTING SVCS-12/14 12/15/2014 STANDARD PACIFIC 4,259.31 IMPACT FEE RIGHT TO REIMBURSEMENT 12/15/2014 STEVENSON, PORTO & PIERCE INC. 18,562.50 PLANNING SERVICES TO 11/28/14 12/15/2014 STUDIO 8 DANCE & PERFORMING 432.96 REC CLASS INSTRUCTOR 12/15/2014 TERMINIX INTERNATIONAL LP 52.00 PEST CONTROL-NOV 2014 12/15/2014 TLC INTERIOR PLANT SERVICE 135.00 PLANT SERVICE-DEC 2014 12/15/2014 TREASURER ALAMEDA COUNTY 13,029.82 FUEL-OCT 2014 12/15/2014 TRI-VALLEY COMMUNITY TV 46,000.00 OPERATING SUBSIDY FY2014-2015 15,543.00 PEG CONTRIBUTION FY14-15 880.94 TELEVISE CITY COUNCIL MEETINGS-NOV 2014 Check Total: 62,423.94 12/15/2014 TRI-VALLEY HAVEN, INC 909.64 COMMUNITY SUPPORT GRANT - OCT 2014 12/15/2014 TRUJILLO, LISA 750.00 REFUND SHANNON DEPOSIT 12/15/2014 TYLER TECHNOLOGIES, INC. 76,640.24 2015 EDEN SOFTWARE SUPPORT 12/15/2014 VALENTIN, M. 207.00 REC CLASS INSTRUCTOR 12/15/2014 VSI RISK MGMT & ERGONOMICS INC 950.00 ERGONOMIC EVALUATION 12/15/2014 WALLACE, LOREY 2,160.00 REC CLASS INSTRUCTOR 12/15/2014 WESCO GRAPHICS INC 6,539.42 ACTIVITY GUIDE PRINTING 12/15/2014 WETHERFORD, HAZEL 212.07 MILEAGE REIMBURSEMENT - NOV 2014 Payments Issued 12/15/2014 Total: 1,682,673.41

12/19/2014 CAL PERS 85,532.27 PERS RETIREMENT PLAN: PE 12/12/14 12/19/2014 CAL PERS HEALTH PREMIUM 162,237.47 HEALTH INSURANCE PREMIUM - JANUARY 2015 12/19/2014 DELTA DENTAL OF CALIFORNIA 11,575.11 DENTAL INS. PREMIUM - JANUARY 2015 12/19/2014 EMPLOYMENT DEVELOPMENT DEPT 17,871.96 CA STATE WITHHOLDING: PE 12/12/14 12/19/2014 GONG, VIVIAN 1,743.24 HEALTH PREMIUM 12/19/2014 I C M A 401 PLAN 1,074.12 DEFERRED COMP 401A: PE 12/12/14 12/19/2014 I C M A 457 PLAN 22,214.47 DEFERRED COMP 457: PE 12/12/14 12/19/2014 INTERNAL REVENUE SERVICE 67,067.99 FEDERAL WITHHOLDING: PE 12/12/14 12/19/2014 US BANK - PARS 2,268.36 PARS: PE 12/12/14 12/19/2014 VISION SERVICE PLAN - (CA) 1,229.41 VISION INS. PREMIUM - DECEMBER 2014 12/19/2014 WAGEWORKS, INC. 2,474.28 DEPENDENT CARE- WAGEWORKS: PE 12/12/14 Payments Issued 12/19/2014 Total: 375,288.68

12/22/2014 4 PAWS GOOSE CONTROL, INC 1,000.00 GOOSE CONTROL SERVICES-NOV 2014 12/22/2014 ABAG PLAN CORPORATION 1,541.97 INSURANCE CLAIM EXPENSE 12/22/2014 ACCURACY INTERNATIONAL 440.00 NOTICE OF NOMINEES TRANSLATION SVCS 12/22/2014 AMADOR VALLEY INDUSTRIES LLC 412.50 COMMERCIAL CONSULTING-OCT 2014 12/22/2014 AMY'S ENGRAVED SIGNS & AWARDS 76.30 COUNCILMEMBER NAMEPLATE 84.48 COUNCILMEMBER NAMEPLATE 68.13 MAYOR NAMEPLATE 62.68 NEW EMPLOYEE NAMEPLATE Check Total: 291.59 12/22/2014 ARAMARK UNIFORM SVC LOCKBOX 36.10 MAT SERVICE-DEC 2014 12/22/2014 AT&T 98.00 SERVICE TO 11/30/14


12/22/2014 BANUELOS, ISMAEL 750.00 REFUND SHANNON DEPOSIT 12/22/2014 BAY ALARM COMPANY 98.00 ALARM SERVICES MURRAY SCHOOL HOUSE-NOV 2 12/22/2014 BAY AREA NEWS GROUP 1,624.34 LEGAL NOTICES 12/22/2014 BAY ISLAND OFFICIAL ASSOC 715.00 SPORTS OFFICIATING SERVICES-NOV 2014 1,408.00 SPORTS OFFICIATING SERVICES-OCT 2014 2,093.00 SPORTS OFFICIATING SERVICES-SEPT 2014 Check Total: 4,216.00 12/22/2014 BERGER, ROBERT L. 1,076.40 REC CLASS INSTRUCTOR 12/22/2014 BIG O TIRES #7 134.48 POLICE CAR TIRE 12/22/2014 BROOKFIELD NORCAL BUILDERS INC 199.08 REFUND OVERPAYMENT OF SMIP FEE ON BLDG P 12/22/2014 CALTRONICS BUSINESS SYSTEMS 422.96 COPIES-NOV 2014 12/22/2014 CAVAZOS, ANNE 18.00 REC CLASS INSTRUCTOR 12/22/2014 CGS GYMNASTIC SERVICES INC 1,102.50 REC CLASS INSTRUCTOR 12/22/2014 CHINN, AVA YEE 900.00 REC CLASS INSTRUCTOR 12/22/2014 CODE PUBLISHING COMPANY 137.50 CODIFICATION OF DUBLIN MUNICIPAL CODE 12/22/2014 COIT SERVICES, INC. 660.00 CARPET CLEANING-DEC 2014 1,825.00 CARPET CLEANING-NOV 2014 Check Total: 2,485.00 12/22/2014 COMMUNICATION ACADEMY 7,161.24 REC CLASS INSTRUCTOR 12/22/2014 COSEY, BEVEDINE 750.00 REFUND SHANNON DEPOSIT 12/22/2014 COUNTY OF ALAMEDA 24.00 ASSESSOR'S MAPS 12/22/2014 CRANFORD, ROBIN 2,244.74 REC CLASS INSTRUCTOR 12/22/2014 DAVIS, ERIN 378.00 REC CLASS INSTRUCTOR 12/22/2014 DELL MARKETING L.P. 190.92 COMPUTER MONITOR 12/22/2014 DENALECT ALARM COMPANY 306.00 QUARTERLY ALARM SERVICE 12/22/2014 DEPARTMENT OF JUSTICE 411.00 FINGERPRINTS-NOV 2014 12/22/2014 DEVANE, BRENDAN 1,071.00 REC CLASS INSTRUCTOR 12/22/2014 DIPIETRO & ASSOC. INC 752.79 AED SUPPLIES 12/22/2014 DSRSD 1,825.74 WASTEWATER CLEANING SERVICES 12/22/2014 DU-ALL SAFETY 375.00 SAFETY CONSULTING SERVICES-NOV 2014 12/22/2014 DUBLIN LIONS CLUB 60.00 MEMBERSHIP DUES JAN-JUNE 20115 12/22/2014 DUNBAR ARMORED INC 140.29 ARMORED CAR SERVICE-DEC 2014 12/22/2014 DURHAM SCHOOL SERVICES, LP 464.10 NATURE DAY CAMP TRANSPORTATION 12/22/2014 EAST BAY POOL SERVICE, INC. 20,915.00 POOL MAINTENANCE SERVICES-SWIM CENTER 12/22/2014 ENTERPRISE RENT A CAR 1,357.82 POLICE VEHICLE RENTAL 12/22/2014 FEHR & PEERS ASSOCIATES INC. 2,017.50 BIKEWAYS MASTER PLAN UPDATE CONSULTING 3,672.38 DOWNTOWN TRAFFIC IMPACT FEE UPDATE-NOV 2 Check Total: 5,689.88 12/22/2014 FIELDMAN, ROLAPP & ASSOCIATES 1,630.00 CONSULTANT SVCS FOR CFD FOR SUNCAL PROJ 839.00 CONSULTANT SVCS FOR CFD FOR SUNCAL PROJ- Check Total: 2,469.00 12/22/2014 GROWERS PROPERTIES, CARDOZA PROPERTIES 32,439.00 REFUND COMPLETION BOND 12/22/2014 HAAG, JERRY P 375.00 CEQA REVIEW TASSAJARA HIGHLANDS 2,500.00 SCHAEFFER RANCH CEQA DOCUMENTATION 2,500.00 WANMEI PROPERTY CEQA REVIEW Check Total: 5,375.00 12/22/2014 HARRIS & ASSOCIATES 3,030.00 ASSESSMENT DISTRICT FEE ADMIN SERVICES 12/22/2014 HEATH SATOW SCULPTURE 150.12 REIMB FALLON SPORTS PARK PUBLIC ART PROJ EX


12/22/2014 HINES, KATINA 26.33 REFUND SHANNON CENTER DEPOSIT 12/22/2014 HSI, RON 561.60 REC CLASS INSTRUCTOR 12/22/2014 INTERWEST CONSULTING GROUP INC 165.00 PLAN REVIEW & BUILDING INSPECTION SVCS-O 12/22/2014 KIER & WRIGHT CIVIL ENGINEERS 4,584.50 ENGINEERING SERVICES TO 11/9/14 12/22/2014 KRANSKY, JENNIFER 4.48 MILEAGE REIMBURSEMENT 12/22/2014 KROLL FACTUAL DATA CORP 52.60 CREDIT REPORT AND MAINTENANCE FEE 12/22/2014 LAI & ASSOCIATES 1,366.62 GEOTECHNICAL SVCS FALLON SPORTS PARK PH 12/22/2014 LANGUAGE LINE SERVICES 9.50 LANGUAGE LINE SERVICES-NOV 2014 12/22/2014 LEEDHAM, KAYE 397.80 SENIOR CENTER DANCE ENTERTAINMENT 12/22/2014 LEWIS SOFTWARE ASSOC. LLC 31.80 941 FILING SERVICE ANNUAL FEE 12/22/2014 LEXISNEXIS RISK DATA MGMT 147.10 DATABASE SEARCHES-NOV 2014 12/22/2014 LIVERMORE AUTO GROUP 314.99 POLICE VEHICLE MAINTENANCE/REPAIR 12/22/2014 MAZE & ASSOCIATES 6,000.00 FINANCIAL AUDIT SERVICES FOR FY13-14 12/22/2014 MEREDITH FAMILY INC 897.60 REC CLASS INSTRUCTOR 12/22/2014 MIDDLETON, KRISTEN 12.88 MILEAGE REIMBURSEMENT 12/22/2014 NATIONAL RESEARCH CENTER INC 6,900.00 COMMUNITY SURVEY 12/22/2014 NEOPOST NORTHWEST 286.57 POSTAGE MACHINE SUPPLIES 12/22/2014 NORCAL MUNI HR MGRS GROUP 150.00 HR MANAGERS GROUP CONF REG-CARTER 12/22/2014 NOVANI, LLC. 787.50 TRAFFIC WEBPAGE SUPPORT 12/22/2014 ONE WORKPLACE L. FERRARI LLC 3,071.50 CIVIC CENTER FURNITURE 12/22/2014 OTIS ELEVATOR CO., INC. 1,355.67 ELEVATOR IMPROVEMENT 12/22/2014 P G & E 1,250.08 SERVICE TO 12/12/14 49.36 SERVICE TO 12/7/14 3,842.34 SERVICE TO 12/9/14 Check Total: 5,141.78 12/22/2014 PLEASANTON PARTY RENTALS INC 53.55 TREE LIGHTING RENTAL EXPENSE 12/22/2014 PUBLIC BENEFIT TECHNOLOGY 380.00 COUNCIL MEETING VIDEO SERVICES-OCT 2014 12/22/2014 PURSUIT NORTH 143.82 POLICE VEHICLE MAINTENANCE 12/22/2014 QUETEL CORPORATION 1,574.00 ANNUAL SOFTWARE SUPPORT 12/2013-11/2014 1,574.00 ANNUAL SOFTWARE SUPPORT 12/2014-11/2015 Check Total: 3,148.00 12/22/2014 RAYNE OF SAN JOSE 409.75 WATER SOFTENING SERVICES-DEC 2014 12/22/2014 REAK, ANDREA 561.60 REC CLASS INSTRUCTOR 12/22/2014 REGIONAL GOVERNMENT SERVICES 3,565.00 TEMPORARY STAFF BUILDING RECORDS PROJECT 2,016.00 TEMPORARY STAFF PARKS & FACILITIES-NOV 2014 Check Total: 5,581.00 12/22/2014 ROSS RECREATION EQUIPMENT CO 34,000.08 PLAY STRUCTURE POSITANO HILLS PARK 12/22/2014 SCM CONSTRUCTION MANAGEMENT 500.00 REFUND CASH COMPLETION BOND 12/22/2014 SELECT IMAGING 513.39 EMPLOYEE RECOGNITION EVENT PRINTING 12/22/2014 SHAMROCK OFFICE SOLUTIONS INC 7.22 COPIES-NOV 2014 12/22/2014 SMITH, JENNIFER 26.43 MILEAGE REIMBURSEMENT 12/22/2014 SNG & ASSOCIATES INC. 29,600.00 ENGINEERING SERVICES-OCT 2014 12/22/2014 SPECIAL EVENTS 2,562.98 TREE LIGHTING RENTAL EXPENSE 12/22/2014 STAPLES ADVANTAGE 7,236.57 OFFICE SUPPLIES-NOV 2014 12/22/2014 STUDIO BLUE REPROGRAPHICS 4,911.88 FALLON SPORTS PARK PLAN REVIEW CDS 12/22/2014 TERMINIX INTERNATIONAL LP 625.00 PEST CONTROL-NOV 2014 12/22/2014 TERRA NOVA INDUSTRIES 1,000.00 REFUND COMPLETION BONDS 12/22/2014 THE LAST WORD 1,000.00 SPLATTER TASTING FEE 12/22/2014 THE PIN CENTER 745.00 CITY OF DUBLIN LAPEL PINS


12/22/2014 TRB AND ASSOCIATES, INC. 11,055.00 PLAN REVIEW & BUILDING INSPECTION SVCS 12/22/2014 TREASURER ALAMEDA COUNTY 1,000.00 POLICE COMPUTER NETWORK FEE-OCT 2014 12/22/2014 TREASURER ALAMEDA COUNTY 10,399.06 FUEL-NOV 2014 12/22/2014 TRI VALLEY YOUNG PERFORMERS 2,880.00 REC CLASS INSTRUCTOR 12/22/2014 TRI-VALLEY JANITORIAL INC. 1,807.48 JANITORIAL SERVICE-NOV 2014 12/22/2014 VALI COOPER & ASSOCIATES INC 33,039.24 2014 ANNUAL SLURRY SEAL PRGM CONSTRUCTIO 4,300.00 ENGINEERING SERVICES FOR STREET OVERLAY- Check Total: 37,339.24 12/22/2014 WAGEWORKS, INC. 517.25 FLEX PLAN MONTHLY FEE 12/22/2014 WEISS, ROBIN S. 81.90 REC CLASS INSTRUCTOR 126.00 REC CLASS INSTRUCTOR Check Total: 207.90 12/22/2014 WEST CORPORATION 1,509.68 KEY FOBS AND REPAIRS Payments Issued 12/22/2014 Total: 296,552.76

12/29/2014 OPTERRA ENERGY SERVICES INC. 26,748.56 RETAINAGE RELEASE ENERGY EFFICIENCY UPGR 12/29/2014 STEVENSON, PORTO & PIERCE INC. 17,656.25 PLANNING SERVICES TO 12/12/14 Payments Issued 12/29/2014 Total: 44,404.81

Grand Total for Payments Dated 12/1/2014 through 12/31/2014: 6,400,458.07 Total Number of Payments Issued: 305



CITY CLERK

File #350-40




SUBJECT:

Request for Authorization to Use ECS Refining for the Recycling of City Electronic Waste and Surplus Computer Equipment Prepared by Steve Pappa, Information Systems Manager

EXECUTIVE SUMMARY: The City Council will consider a proposal to use ECS Refining to handle the disposition of the City’s electronic waste in an environmentally-responsible manner once surplus items, such as computers, monitors, printers, and other items, have reached the end of their useful lives. FINANCIAL IMPACT: There is a charge of $175.00 for pickup of the surplus computers and related electronic equipment, however there is no cost associated with the proper disposal of the items by ECS Refining. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Authorizing the Use of ECS Refining for the Recycling of City Electronic Waste and Surplus Computer Equipment. Submitted By Reviewed By Administrative Services Director Assistant City Manager DESCRIPTION: The City generates electronic waste as a result of its annual office equipment replacement schedule. Electronic waste includes obsolete computers, monitors, printers, scanners and other inoperable office equipment. California law requires that the City safely dispose of this electronic waste. Dublin Municipal Code section 2.36.150 allows the Purchasing Agent to dispose of worn and obsolete equipment. For inventory tracking purposes, Staff provides the City Council with a list of assets prior to disposal. At this time, the City will be disposing of obsolete City computers and office equipment.

Page 2 of 2

Due to the age of the equipment it was determined that the computers are beyond their useful life and continued use would not be desirable. The City removes all files from such computer hard drives including the operating system software. This assures the City has complied with software licensing agreements and reduces the potential for City information to exist on the hard drive before disposal. However current best practices recommend, as a security precaution, that a professional recycler shred the hard drives and provide a certification of destruction for computer hard drives. ECS Refining of Stockton is a leader in electronics recycling and is at the forefront of environmental compliance within the recycling industry. ECS Refining is an approved Recycler for California’s Electronics Recycling Act (SB20) which governs the processing of materials in laptop computers, and computer monitors. ECS Refining has the top designation of e-Steward and does not export electronic waste out of California for disposal where environmental standards may be less strict. All materials are recycled and re-enter the product manufacturing stream rather than being sent to a landfill for disposal. Incoming materials are sorted, weighed, labeled and sent to a de-manufacturing line. Computer hard drives are removed from computer cases and are shredded. The proposed Resolution (Attachment 1) authorizes Staff to use ECS Refining for disposal of electronic waste, and directs Staff to remove the disposed assets from the City’s fixed asset records. A list of the equipment is attached to the Resolution as Exhibit A. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Authorizing the Use of ECS Refining for the Recycling of

City Electronic Waste and Surplus Computer Equipment

RESOLUTION NO. xx - 15


* * * * * * * * * AUTHORIZING THE USE OF ECS REFINING FOR THE RECYCLING

OF CITY ELECTRONIC WASTE AND SURPLUS COMPUTER EQUIPMENT

WHEREAS, the City generates electronic waste as a result of its computer and office equipment replacement schedule; and

WHEREAS, electronic waste includes computers, monitors, back-up power supplies, printers,

and other office equipment that is no longer used for City operations; and WHEREAS, Dublin Municipal Code section 2.36.150 allows the Purchasing Agent to dispose

of worn and obsolete equipment; and WHEREAS, Staff has provided the City Council with a listing of worn and obsolete electronic

equipment to be disposed of; and WHEREAS, California law requires that electronic waste be recycled and disposed of in an

environmentally responsible manner; and WHEREAS, ECS Refining is a State certified electronic waste recycler with e-Steward

designation; and WHEREAS, ECS Refining will provide the City with certification that the electronic waste was

disposed of properly and in an environmentally responsible manner.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby authorizes the use of ECS Refining for the recycling of City electronic waste and surplus computer equipment as described to the City Council on January 20, 2015 and listed on Exhibit A attached hereto.

BE IT FURTHER RESOLVED that the City assets disposed of shall be removed from the fixed asset records of the City. PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote:

AYES: NOES: ABSENT: ABSTAIN:

______________________________________ Mayor

ATTEST: ___________________________ City Clerk

CITY OF DUBLIN ELECTRONICS RECYCLING LIST (January 20, 2015)

PREPARED BY ADMINISTRATIVE SERVICES DEPARTMENT

EXHIBIT A

Approx. Purchase Description Date Serial Number Manufacturer / Model

COMPUTER

8/2/2010

4NGYMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NHMMM1

Dell Optiplex 780

COMPUTER

8/2/2010

FN8XDP1

Dell Optiplex 780

COMPUTER

8/2/2010

31C6YQ1

Dell Optiplex 780

COMPUTER

8/2/2010

11HY6C1

Dell Optiplex 745

COMPUTER

8/2/2010

CYCYTK1

Dell Optiplex 760

COMPUTER

8/2/2010

4NJLMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NHNMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NJMMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NJTMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NFYMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NGZMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NFZMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NGVMM1

Dell Optiplex 780

COMPUTER

8/2/2010

4NGTMM1

Dell Optiplex 780

COMPUTER

7/7/2008

2UX8270L34

HP HSTNS-5117

COMPUTER

9/12/2009

"95831810300292"

Buffalo TeraStation TS-RIX8

COMPUTER

9/12/2009

"95831800400102"

Buffalo TeraStation TS-RIX4

MONITOR

10/14/2009

CN-0YG613-71618-67D-AMDS

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68N-AHRA

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68N-AHZ4

Dell 1707

MONITOR

9/21/2010

CN-0TJKG1-74261-163-0REL

Dell P170

MONITOR

10/14/2009

CN-0YG613-71618-688-AAN2

Dell 1707

MONITOR

10/14/2009

CN-0TJKG1-74261-163-0R9L

Dell 1707

MONITOR

10/14/2009

CN-0FK945-71618-69I-AB9C

Dell 1707

MONITOR

10/14/2009

CN-0FK945-71618-69I-A869

Dell 1707

MONITOR

10/14/2009

CN-0FK945-71618-AB9H

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68C-A291

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68N-AHRW

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-67D-AMDC

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68C-A251

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68N-AHRM

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68C-A254

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-68C-A140

Dell 1707

MONITOR

8/2/2010

CN-0F019J-74261-970-2P2S

Dell 1708

EXHIBIT A

Approx.

Purchase

Description Date Serial Number Manufacturer / Model

MONITOR 10/14/2009 CN-0YG613-71618-68N-AHRP Dell 1707

MONITOR

9/12/2009

CN-02Y311-47606-45A-D3QT

Dell 1703

MONITOR

9/21/2010

CN-0TJKG1-74261-163-25CL

Dell P170

MONITOR

10/14/2009

CN-0YG613-71618-66D-ABRR

Dell 1707

MONITOR

9/12/2009

CN-02Y311-47606-45A-D3R7

Dell 1703

MONITOR

8/2/2010

CN-0C2JMK-74445-114-AP4S

Dell P170

MONITOR

10/14/2009

CN-0YG613-71618-68N-AHRC

Dell 1707

MONITOR

10/14/2009

CN-0YG613-71618-691-A814

Dell 1707

MONITOR

7/13/2008

MX-0J0947-47605-3A8-CATS

Dell 1504

MONITOR

8/2/2010

CN-0TJKG1-74261-216-2A6U

Dell P170

MONITOR

8/2/2010

CN-0F019J-74261-95L-2JRL

Dell 1708

MONITOR

8/2/2010

CN-0D548H-71618-860-BAGX-A00

Dell 1708

MONITOR

10/14/2009

CN-0FK945-71618-762-BBKT

Dell 1707

MONITOR

8/2/2010

CN-0C182J-74445-98I-923S

Dell 1708

MONITOR

5/14/1999

26083

Data911

MONITOR

10/14/2009

CN-0YG613-71618-68N-AHRS

Dell 1707

MONITOR

8/2/2010

CN-0D548H-71618-86C-BAJF-A00

Dell 1708

MONITOR

8/2/2010

CN-0D548H-71618-86C-BAJC-A00

Dell 1708

MONITOR

10/14/2009

CN-0CJ167-72872-69Q-2NMU

Dell 1707

MONITOR

8/2/2010

CN-0C182J-74445-98I-917S

Dell 1708

MONITOR

10/14/2009

CN-0FK945-71618-75A-ABLQ

Dell 1707

MONITOR

9/12/2009

CN-0Y4299-71618-58C-CC66

Dell 1704

MONITOR

9/12/2009

CN-02Y311-47606-45A-D3QZ

Dell 1703

MONITOR

9/4/2005

69481419

Philips 150S1C/74H

PRINTER

4/27/2009

UAG548464

Xerox WorkCentre 3210

PRINTER

7/14/2007

JPBLM44751

HP LaserJet 8150N

PRINTER

5/23/2011

CN39P850B3

HP Deskjet 9300

PRINTER

9/24/2008

A8020640

Fargo Persona C30

PRINTER

6/16/2006

CN-07Y643-48730-3AN-0606

Dell A940

SCANNER

8/24/2009

CN76DA67BV

HP Scanjet G4010

MISC

2/14/2001

513134800

Kentrox DS658 CSU/DSU

MISC

2/14/2001

210993503


MISC

2/14/2001

504955200


MISC

2/14/2001

507957300

Kentrox DS 658 CSU/DSU

MISC

3/23/2003

JMX0816L476

Cisco 3700 router

MISC

7/20/1989

5805850WA2

NEC AEC-50 Phone

MISC

N/A

3 Boxes

Cables

MISC

5/16/2012

SG84731857

HP J3263A Jetdirect

EXHIBIT A

Approx.

Purchase

Description Date Serial Number Manufacturer / Model

MISC

9/15/2004

CN807ZT08Y

HP 2610-24 data switch

MISC

9/15/2004

SG419AD035

HP 4104gl data switch

MISC

9/1/2008

1XR18A5000150

Netgear FS728TP switch

MISC

9/15/2004

sg424pn0ki

HP 2848 data switch

MISC

9/15/2004

sg424pn0jm

HP 2848 data switch

MISC

9/15/2004

sg336pn02h

HP 2848 data switch

MISC

N/A

1 BOX

Keyboards/Mice

MISC

N/A

1 BOX

PC power supplies

MISC

6/1/2002

cxn0280235a

Epson LCD projector

MISC

9/15/2004

cn817zt432

HP 2610-24 data switch

MISC

9/15/2004

tw420pb0sy

HP 2626 data switch

MISC

9/15/2004

tw420pb026

HP 2626 data switch

MISC

9/15/2004

sg816sj1tb

HP 2824 data switch

MISC

2/24/2008

B238147001767

D-Link DSS-16 Switch

MISC

5/16/2003

EBD4E07441

Quantum DLT Tape drive

MISC

7/18/2002

HUL4C04130

HP Ultrium 460 Tape Drive

MISC

6/20/2001

42-Q0857

IBM MT2834BL Modem

MISC

5/28/2009

N/A

Server rack hardware

MISC

3/14/2005

44480310990

Cisco PIX-515 Switch

MISC

2/24/2003

FHK124023KK

Cisco 1841 Router

MISC

2/24/2003

FTX1240208K

Cisco 1841 Router

MISC

4/16/2007

9145ALTPS449400047

Tripp-Lite UPS

MISC

N/A

N/A

2 Laptop bags

MISC

N/A

N/A

5 UPS Batteries

MISC

N/A

3 Boxes

Cables

MISC

N/A

1 BOX

Cables

MISC

N/A

2 Boxes

Keyboards/Mice

MISC

N/A

1 BOX

Keyboards/Mice

MISC

N/A

3 Boxes

Hard Drives/Tapes

MISC

N/A

5 Boxes

Electronic Parts

MISC

2/17/2004

CXN0280235A

Epson LCD projector

MISC

7/28/2000

850310122

DecisionData LM488C

MISC

6/14/2001

3011233732

Belkin KVM Switch

EXHIBIT A


ns


CITY CLERK

File #600-35




SUBJECT:

Award of Bid - Contract No. 14-12, Striping and Marking Contract Prepared by William Lai, Assistant Civil Engineer

EXECUTIVE SUMMARY: The City Council will consider award of Contract No. 14-12 Striping and Marking Contract which will allow for the installation and replacement of pavement striping and markings throughout the City on an as-needed basis. Sierra Traffic Markings submitted the low bid of $212,710, which is based on estimated quantities over the duration of the contract (expires June 30, 2017). FINANCIAL IMPACT: The Contract total represents unit costs based on estimated quantities over the duration of the contract for individual striping and marking details. Staff will submit work orders to the contractor on an as-needed basis and will not exceed the allocated operating budget for striping and marking improvements during each fiscal year. The Fiscal Year 2014-2015 budget for striping and marking improvements is $53,300. The striping and marking work on City roadways is funded through the State Gas Tax Fund and there will be no impact to the General Fund. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Awarding Contract No. 14-12, Striping and Marking Contract to Sierra Traffic Markings. Submitted By Reviewed By Public Works Director Assistant City Manager

DESCRIPTION: In an effort to save annual bidding costs and provide continuity of work, the City’s Striping and Marking Contract is for a multi-year term. The scope of work for Contract No. 14-12 includes the installation and replacement of pavement striping and marking on an as-needed basis throughout the City.

Page 2 of 2

Staff solicited bids for a Contract 14-12 on November 6, 2014. The City received and opened bids (Attachment 1) for Contract No. 14-12 on December 4, 2014. The low bidder is Sierra Traffic Markings, with a bid of $212,710. Staff has reviewed the bid results, checked references, necessary licenses, and recommends that the City Council adopt the Resolution (Attachment 2) awarding Contract No. 14-12, Striping and Marking Contract to Sierra Traffic Markings, as the lowest responsive bidder. This contract establishes unit prices for various striping and marking bid items. Individual work orders will be priced based on the unit prices provided in the bid documents. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Bid Results

2. Resolution awarding Contract 14-12, Striping and Marking Contract to Sierra Traffic Markings

December 4, 2014

ITEM

NO.DESCRIPTION

UNIT

MEAS.QTY.

UNIT

PRICETOTAL PRICE

UNIT

MEAS.QTY. UNIT PRICE TOTAL PRICE

PAINTED ITEMS

1 Detail 1 LF 1,000 0.07 70.00$ LF 1,000 0.17 170.00$ 2 Detail 2 LF 1,000 0.14 140.00$ LF 1,000 0.30 300.00$ 3 Detail 8 LF 1,500 0.07 105.00$ LF 1,500 0.17 255.00$ 4 Detail 9 LF 2,000 0.14 280.00$ LF 2,000 0.30 600.00$ 5 Detail 21 LF 3,000 0.20 600.00$ LF 3,000 0.18 540.00$ 6 Detail 22 LF 3,000 0.40 1,200.00$ LF 3,000 0.65 1,950.00$ 7 Detail 27B LF 4,000 0.10 400.00$ LF 4,000 0.25 1,000.00$ 8 Detail 27C LF 500 0.10 50.00$ LF 500 0.16 80.00$ 9 Detail 28 LF 500 0.40 200.00$ LF 500 0.16 80.00$ 10 Detail 29 LF 2,000 0.60 1,200.00$ LF 2,000 0.90 1,800.00$ 11 Detail 31 LF 500 0.35 175.00$ LF 500 0.61 305.00$ 12 Detail 32 LF 2,000 0.50 1,000.00$ LF 2,000 0.95 1,900.00$ 13 Detail 37B LF 2,000 0.30 600.00$ LF 2,000 0.55 1,100.00$ 14 Detail 38 LF 2,000 0.40 800.00$ LF 2,000 0.50 1,000.00$ 15 Detail 38A LF 500 0.30 150.00$ LF 500 0.45 225.00$ 16 Detail 39 LF 3,000 0.40 1,200.00$ LF 3,000 0.28 840.00$ 17 Detail 39A LF 1,000 0.30 300.00$ LF 1,000 0.28 280.00$ 18 12" Line (White, Yellow) LF 5,000 1.00 5,000.00$ LF 5,000 2.00 10,000.00$ 19 Pavement Marking (Legend) SF 5,000 2.00 10,000.00$ SF 5,000 1.50 7,500.00$ 20 Green Paint SF 2,000 2.00 4,000.00$ SF 2,000 4.00 8,000.00$

THERMOPLASTIC ITEMS

21 Detail 1 LF 1,000 0.24 240.00$ LF 1,000 0.60 600.00$ 22 Detail 2 LF 6,000 0.40 2,400.00$ LF 6,000 0.60 3,600.00$ 23 Detail 8 LF 1,000 0.20 200.00$ LF 1,000 0.60 600.00$ 24 Detail 9 LF 4,000 0.40 1,600.00$ LF 4,000 0.60 2,400.00$ 25 Detail 21 LF 4,000 0.75 3,000.00$ LF 4,000 1.20 4,800.00$ 26 Detail 22 LF 6,000 1.50 9,000.00$ LF 6,000 1.52 9,120.00$ 27 Detail 27B LF 4,000 0.60 2,400.00$ LF 4,000 0.60 2,400.00$ 28 Detail 27C LF 1,000 0.60 600.00$ LF 1,000 0.59 590.00$ 29 Detail 28 LF 1,000 1.20 1,200.00$ LF 1,000 2.40 2,400.00$ 30 Detail 29 LF 5,000 1.60 8,000.00$ LF 5,000 2.72 13,600.00$ 31 Detail 31 LF 1,000 1.50 1,500.00$ LF 1,000 2.40 2,400.00$ 32 Detail 32 LF 3,000 2.00 6,000.00$ LF 3,000 2.80 8,400.00$ 33 Detail 37B LF 5,000 0.50 2,500.00$ LF 5,000 1.45 7,250.00$ 34 Detail 38 LF 6,000 1.00 6,000.00$ LF 6,000 1.36 8,160.00$ 35 Detail 38A LF 1,000 0.65 650.00$ LF 1,000 1.20 1,200.00$ 36 Detail 39 LF 4,000 0.80 3,200.00$ LF 4,000 0.70 2,800.00$ 37 Detail 39A LF 1,000 0.80 800.00$ LF 1,000 0.65 650.00$ 38 Detail 40A LF 1,000 2.00 2,000.00$ LF 1,000 1.00 1,000.00$ 39 12" Line (White, Yellow) LF 9,000 2.50 22,500.00$ LF 9,000 3.25 29,250.00$ 40 Pavement Marking (Legend) SF 7,000 3.50 24,500.00$ SF 7,000 3.60 25,200.00$ 41 Green Thermoplastic SF 2,000 6.00 12,000.00$ SF 2,000 7.00 14,000.00$

PAVEMENT MARKERS 42 Detail 4 LF 3,500 0.60 2,100.00$ LF 3,500 0.60 2,100.00$ 43 Detail 10 LF 6,000 1.35 8,100.00$ LF 6,000 0.60 3,600.00$ 44 Detail 23 LF 6,000 1.75 10,500.00$ LF 6,000 1.60 9,600.00$ 45 Detail 30 LF 2,000 3.00 6,000.00$ LF 2,000 3.20 6,400.00$ 46 Detail 33 LF 2,000 2.00 4,000.00$ LF 2,000 2.80 5,600.00$ 47 Detail 37C LF 1,500 1.00 1,500.00$ LF 1,500 1.30 1,950.00$ 48 Blue Markers, FIRE HYDRANT EA 200 10.00 2,000.00$ EA 200 7.50 1,500.00$ 49 Channelizers, DOUBLE REFLECTORS EA 100 50.00 5,000.00$ EA 100 30.00 3,000.00$ 50 Delineators, HEAVY BASED EA 100 50.00 5,000.00$ EA 100 35.00 3,500.00$ 51 Pavement Markers Non-Reflective EA 1,500 3.00 4,500.00$ EA 1,500 3.00 4,500.00$ 52 Pavement Markers Reflective EA 1,500 3.50 5,250.00$ EA 1,500 4.00 6,000.00$

REMOVAL AND MOBILIZATION53 Remove Existing Striping LF 6,000 1.25 7,500.00$ LF 6,000 1.00 6,000.00$ 54 Remove Existing Pavement Marking SF 6,000 2.00 12,000.00$ SF 6,000 1.50 9,000.00$ 55 Move-In Charge for Work Under $1,000 EA 1 1,500.00 1,500.00$ EA 1 1,150.00 1,150.00$

TOTAL: 212,710.00$ 242,245.00$

CITY OF DUBLIN - CONTRACT 14-12BID RESULT - STRIPING/MARKING CONTRACT

Sierra Traffic Markings Inc. Chrisp Co.

RESOLUTION NO. - 15

A RESOLUTION OF THE CITY COUNCIL


* * * * * * * * *

AWARDING CONTRACT NO. 14-12,

STRIPING AND MARKING CONTRACT TO SIERRA TRAFFIC MARKINGS

WHEREAS, the City of Dublin did, on December 4, 2014, publicly open, examine, and declare all sealed bids for doing the work described in the approved Bid Documents and Specifications for Contract No. 14-12, Striping and Marking Contract, which Bid Documents and Specifications are hereby expressly referred to for a description of said work and for all particulars relative to the proceedings under the request for bids; and

WHEREAS, said bids were submitted to the Public Works Director, who has recommended that the bid hereinafter is the lowest and best bid for doing said work; and

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby award Contract No. 14-12, Striping and Marking Contract, to the lowest responsible bidder therefore, to wit, Sierra Traffic Markings at a bid of Two Hundred Twelve Thousand Seven Hundred Ten Dollars and No Cents ($212,710.00), the particulars of which bid are on file in the Office of the Public Works Director.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement which expires on June 30, 2017

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ________________________________________ Mayor ATTEST: _____________________________ City Clerk



CITY CLERK

File # 1000-80




SUBJECT:

Drought Emergency Continuance Prepared by Roger Bradley, Assistant to the City Manager

EXECUTIVE SUMMARY:

On March 18, 2014, the City Council adopted a Resolution declaring a State of Emergency in the City of Dublin due to extreme drought conditions within the State and City. The City Council will consider continuing extending the State of Emergency for an additional 30 days.

FINANCIAL IMPACT:

None.

RECOMMENDATION:

Staff recommends that the City Council, by motion, as required by Government Code Section 8630(c), which states that the City Council shall review the need for continuing a local emergency at least once every 30 days until the governing body terminates the local emergency, continue the State of Emergency that was declared on March 18, 2014, based on the fact that extreme drought conditions continue to exist within both the State of California and City of Dublin, and the threat to the safety and welfare of Dublin residents remains. Submitted By Reviewed By Assistant to the City Manager Assistant City Manager

DESCRIPTION:

On March 18, 2014, the City Council adopted Resolution No. 26-14 (Attachment 1), declaring a State of Emergency due to extreme drought conditions within the State and within the City of Dublin. State law requires that the City Council revisit and consider whether to extend the State of Emergency within the City at least once every 30 days. At the current time, the Governor’s State of Emergency declaration, as well as those passed by Dublin San Ramon Services District and Zone 7, still stand. As a result, Staff recommends that the City Council find that the drought conditions and the resultant threat to the City and its residents and businesses have not changed and continue the drought emergency for an additional 30 days.

NOTICING REQUIREMENTS/PUBLIC OUTREACH: None.

ATTACHMENTS: 1. Resolution No. 26-14


STAFF REPORT

CITY COUNCIL

CITY CLERK

File #600-30




SUBJECT:

Predevelopment Loan Agreement with Corona Crescent, Inc. (an affiliate of Eden Housing, Inc.) for Veterans Family Apartments Development Prepared by Amy Cunningham, Assistant to the City Manager

EXECUTIVE SUMMARY: The City Council will consider a resolution approving a Predevelopment Loan Agreement in the amount of $1.4 million to Corona Crescent, Inc. (an affiliate of Eden Housing, Inc.) for a Veterans Family Apartments development. On November 18, 2014, the City Council committed a total of $6.4 million to the Veterans Family Apartments and authorized staff to negotiate the necessary agreements to develop the project. This Predevelopment Loan Agreement will provide initial funding to Corona Crescent, Inc. to begin work on the project. FINANCIAL IMPACT: If approved, the Predevelopment Loan Agreement will require a budget change in the amount of $1.4 million from the City’s Affordable Housing Fund. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Approving a Predevelopment Loan Agreement between the City of Dublin and Corona Crescent, Inc., Relating to the Development of an Affordable Housing Project with Veterans Preference; and approve the budget change to allocate adequate funding for the Predevelopment Loan. Submitted By Reviewed By Community Development Director Assistant City Manager DESCRIPTION: At the November 18, 2014 City Council meeting, the City Council committed $6.4 million in the form of a loan to Eden Housing, Inc. or its controlled affiliate for development of a Veterans Family Apartments project at 6707 Golden Gate Drive. At that meeting, the City Council also directed staff to work with Eden Housing, Inc. to negotiate the agreements (Loan Agreements,

Page 2 of 3

Regulatory Agreements, etc.) required to develop the project. The development of veterans housing is a key City Council Strategic Initiative. Currently Corona Crescent, Inc., a controlled affiliate of Eden Housing, Inc., is in contract to acquire the project site from BWD Dublin, LLC. (an affiliate of Bay West Development Partners IV LLC), the market rate developer of the adjacent site at 7544 Dublin Boulevard. Corona Crescent, Inc. is completing the site acquisition as outlined in the Community Benefit Agreement between the City of Dublin and BWD Dublin, LLC. Corona Crescent, Inc. (Developer) intends to construct a residential project on the property at 6707 Golden Gate Drive consisting of between 64 – 72 affordable rental housing units primarily for veterans and their families. The planned four-story building is in close proximity to amenities and mass transit. The building will include a mix of one, two, and three bedroom apartments to accommodate a variety of family types. Planned amenities include: a community room, private meeting areas for smaller groups, computer lab, community gardens, play area, and coordinated case management and other support services provided in partnership with local veterans organizations. Predevelopment Loan Agreement As directed at the November 18, 2014 City Council meeting, Staff has been meeting with the Developer to complete the necessary project agreements. A Predevelopment Loan Agreement in the amount of $1.4 million has been negotiated. These loan funds will assist the Developer in completing the predevelopment work necessary to construct the project. The Developer has agreed to the loan terms as outlined in the Predevelopment Loan Agreement and related Exhibits A-F (Attachment 2). The key terms of the agreements include:

City will provide $1.4 million as a deferred payment, 3% interest loan to the Developer for

pre-development costs associated with project construction.

City will provide up to $250,000 in disbursements to developer for certain specified costs

relating to the property acquisition and initial plans for the development prior to

recordation of the Regulatory Agreement and Declaration of Restrictive Covenants.

Developer will use loan proceeds only for City approved expenses on a cost

reimbursement basis, eligible expenses are outlined in Exhibit E.

Developer will provide rental affordability for 55 years.

A budget change (Attachment 2) in the amount of $1.4 million from the Affordable Housing Fund will be necessary to allocate adequate funding if the Predevelopment Loan Agreement is approved. Project Financing Summary The Developer anticipates the total project will cost approximately $28 million to complete. The Developer’s identified funding sources, anticipated amount, and current status are identified in the table below.

Page 3 of 3

Source

Amount

Status

Bank of America DOJ Subordinate Loan

$3,000,000 Secured

City of Dublin $6,400,000 Secured - City Council Resolution #199-14

Home Depot Foundation Grant $250,000 Final Approval Pending

4% Low Income Housing Tax Credits

$14,000,000 Application Pending / Non-Competitive Award

Infill Infrastructure Grant, State of CA

$2,101,547 Pending – Award announcement April 2015

Alameda County HOME & Boomerang Fund Grants

$2,100,000 Pending – Award announcement March 2015

As of December 31, 2014

Next Steps Staff anticipates the next steps in the project process to include negotiation of the Regulatory Agreement and Declaration of Restrictive Covenants and Loan Agreement (Construction Loan Component). These agreements will be brought to the City Council for consideration in spring/summer 2015. The developer anticipates final approvals for project financing to be received in August 2015. Based on this timeline, they currently anticipate start of project construction in fall 2015. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Not applicable. ATTACHMENTS: 1. Resolution Approving a Predevelopment Loan Agreement between

the City of Dublin and Corona Crescent, Inc., Relating to the Development of an Affordable Housing Project with Veterans Preference

2. Predevelopment Loan Agreement with Exhibits A - F 3. Budget Change

RESOLUTION NO. ** -15


********* APPROVING A PREDEVELOPMENT LOAN AGREEMENT BETWEEN THE CITY OF DUBLIN AND CORONA CRESCENT, INC., RELATING TO THE DEVELOPMENT OF

AN AFFORDABLE HOUSING PROJECT WITH VETERANS PREFERENCE WHEREAS, Corona Crescent, Inc., a California nonprofit public benefit corporation (“Developer”) and the City of Dublin (the “City”) desire to enter into a Predevelopment Loan Agreement (“Agreement”) on property to be developed on a site within the Downtown Dublin Specific Plan area, located at 6707 Golden Gate Drive, Dublin, California, (APN 941-1500-030-02) as more particularly described in Exhibit A in the Agreement attached to this Resolution ("Property"); and WHEREAS, Developer is an affiliate of Eden Housing Inc., and is controlled by the same board of directors; and

WHEREAS, Developer is in contract to acquire the Property from BWD Dublin, LLC, an affiliate of Bay West Development Partners IV LLC, a California limited liability company (the "Market Rate Developer”) who intends to develop a mixed-use project on Market Rate Developer’s adjacent parcel (APN 941-1500-015-09) located at 7544 Dublin Boulevard in Dublin. Pursuant to that certain “City of Dublin Community Benefit Agreement with Bay West Development Partners IV LLC,” dated October 7, 2014, the Market Rate Developer is to transfer the Property to Developer for a nominal sum; and

WHEREAS, Developer intends to construct a residential project on the Property consisting of between approximately 64 to 72 affordable rental housing units primarily for veterans and their families and other very low and low income families, and related improvements (“Development”); and

WHEREAS, Developer has requested, and the City has agreed to provide a loan to Developer in an amount not to exceed Six Million Four Hundred Thousand Dollars ($6,400,000) (the “Total Approved Loan Amount”) to finance a portion of the predevelopment, development, and construction costs of the project. One Million Four Hundred Thousand Dollars ($1,400,000) of the Total Approved Loan Amount shall be a predevelopment loan (the “Predevelopment Loan”), which shall be made, disbursed, used and repaid in accordance with this Agreement and the predevelopment loan documents including a Promissory Note, Assignment Agreement, and Deed of Trust, (the “Predevelopment Loan Documents”). The Promissory Note, Assignment Agreement and Deed of Trust are attached as Exhibits to the Agreement; and

WHEREAS, the Total Approved Loan Amount and the Predevelopment Loan amount were approved by the City Council on November 18, 2014, by Resolution No. 199-14; and

WHEREAS, the Agreement provides that only up to Two Hundred Fifty Thousand Dollars ($250,000.00) will be disbursed to Developer for certain specified costs relating to the Property acquisition and initial plans for the Development prior to the recordation of the Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”) to establish the affordability and veterans preference restrictions on the Property. The Regulatory Agreement must be recorded on the Property within ninety (90) days of the Developer’s acquisition.

NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin approves and authorizes the City Manager to execute the Predevelopment Loan Agreement and related Predevelopment Loan Documents in substantially the form attached hereto as Exhibit A, upon the satisfaction of the conditions set forth in the Agreement.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk

PREDEVELOPMENT LOAN AGREEMENT(Veterans Family Housing Project)

This Predevelopment Loan Agreement (this “Agreement”) is entered into effective as of _______, 2015 (“Effective Date”) by and between the City of Dublin, a municipal corporation (the "City") and Corona Crescent, Inc., a California nonprofit public benefit corporation (the "Borrower"). City and Borrower are hereinafter collectively referred to as the “Parties.”

A. Borrower owns that certain real property located at 6707 Golden GateDrive, Dublin, California, (APN 941-1500-032-02) as more particularly described in Exhibit A attached to this Agreement (the "Property").

B. Borrower acquired the Property from BWD Dublin, LLC, an affiliate of Bay West Development Partners IV LLC, a California limited liability company (the "Market Rate Developer”) who intends to develop a mixed-use project on Market Rate Developer’s adjacent parcel (APN 941-1500-015-09) located at 7544 Dublin Boulevardin Dublin. Pursuant to that certain “City of Dublin Community Benefit Agreement with Bay West Development Partners IV LLC” dated October 7, 2014 (the “Community Benefit Agreement”), the Market Rate Developer transferred the Property to Borrower, an affordable housing developer, for a nominal sum. The Community Benefit Agreement involves the Market Rate Developer’s provision, pursuant to the Downtown Dublin Specific Plan, of a Community Benefit in exchange for additional development potential on its parcel and the Property.

C. The transfer of the Property to the Borrower satisfies the Market Rate Developer’s obligation under the Community Benefit Agreement to transfer the Property to the City, Borrower, or another similar affordable housing provider. The transfer also serves to satisfy the Market Rate Developer’s affordable housing obligations under the City’s Inclusionary Zoning Regulations. Concurrently with Borrower’s acquisition of title to the Property, the Parties recorded that certain Option Agreement by Borrower in favor of City recorded on _________, 2015 as Instrument No. ______ of the Official Records of Alameda County (the “City Option Agreement”) under which City shall have the right to acquire the Property from Borrower if construction of the affordable housing project is not commenced within the time set forth therein.

D. Borrower intends to construct, own and operate on the Property anaffordable multifamily rental housing project consisting of approximately 64 to 72 affordable rental housing units primarily for veterans and their families and other Very Low and Low income families, one resident manager’s unit, and other related improvements (the “Project”). The residential units in the Project will be rented at affordable rents to low- and very low- income households as more particularly described in an Affordable Housing Regulatory Agreement and Declaration of

FINAL DUBLIN VET PREDEVELOPMENT LOAN AGREEMENT1

Restrictive Covenants (the “Regulatory Agreement”) to be recorded against the Property as set forth herein in Section 1.7.

E. Borrower has requested, and the City has agreed to provide a loan to Borrower in an amount not to exceed Six Million Four Hundred Thousand Dollars ($6,400,000) (the “Total Approved Loan Amount”) to finance a portion of the predevelopment, development, and construction costs of the Project. One Million Four Hundred Thousand Dollars ($1,400,000) of the Total Approved Loan Amount shall be a predevelopment loan (the “Predevelopment Loan”), which shall be made, disbursed, used and repaid in accordance with this Agreement and the predevelopment loan documents referred to herein. The Total Approved Loan Amount in excess of the One Million Four Hundred Thousand Dollars ($1,400,000) predevelopment loan amount shall be referred to herein as the “Construction Loan Component.” The Total Approved Loan Amount and the predevelopment loan component were approved by the City Council on November 18, 2014 by Resolution No. 199-14.

F. The disbursement of any amount of the Construction Loan Component shall require a separate agreement with the City and shall not be disbursed pursuant to the terms of this Agreement.

G. The City has determined that development of the Project is in the interests of the health, safety and welfare of the residents of the City, and that the City financing is necessary to make the Project affordable to Low- and Very Low-Income households. The City has further determined that provision of financing by City to Borrower for the purposes described herein is a qualified use of the City Affordable Housing Fund.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. THE PREDEVELOPMENT LOAN AND DISBURSEMENT OF THE PREDEVELOPMENT LOAN PROCEEDS.

1.1 Loan and Note. Upon the terms and conditions and for the purposes set forth herein, City agrees to loan to Borrower, and Borrower agrees to borrow from and repay to City the Predevelopment Loan, a sum in the maximum principal amount of One Million, Four Hundred Thousand Dollars ($1,400,000).The Predevelopment Loan shall be evidenced by a promissory note dated as of the Effective Date and executed by Borrower substantially in the form attached hereto as Exhibit B (the "Promissory Note").

As used herein, the term “Predevelopment Loan Documents” means this Agreement, the Promissory Note, Assignment Agreement (defined below), Deed of Trust (defined below), Regulatory Agreement, and City Option Agreement.


Provided that Borrower has complied with all conditions set forth in Section 1.6,the Predevelopment Loan proceeds shall be disbursed in accordance with Section 1.5and 1.6 hereof.

1.2 Interest; Maturity Date. The outstanding principal balance of the Predevelopment Loan shall bear simple interest at the rate of three percent (3%) peryear commencing from the date of disbursement until paid in full. The outstanding principal balance of the Predevelopment Loan and any other sums due under the Promissory Note shall be payable in full on the third (3rd) anniversary of the date of the Promissory Note (the “Maturity Date”) unless the term of the Predevelopment Loan is extended by mutual written agreement of the Parties or the Predevelopment Loan is forgiven pursuant to the terms hereof; provided, however, the Parties agree that if the City disburses the Construction Loan Component, or a portion thereof, prior to the Maturity Date, the outstanding balance of the Predevelopment Loan shall be repaid with such financing on the date such financing is provided.

The Parties intend that on the Maturity Date: (i) Borrower (or, if applicable a limited partnership in which Borrower serves as general partner) shall execute a 55-year new promissory note evidencing the obligation to repay the Predevelopment Loantogether with the Construction Loan Component and amount of additional financing (if any) committed by City for the Project on a residual receipts basis from Project cash flow; (ii) City shall mark the Promissory Note “cancelled” and shall return the original to Borrower; and (iii) the Parties shall execute and record an amendment to the Deed of Trust evidencing the additional City financing as a secured obligation.

1.3 Security for the Predevelopment Loan; Subordination; Nonrecourse.

(a) Security. The Promissory Note shall be secured by Borrower's assignment to the City of Borrower's rights to any and all architectural agreements, contracts, plans, specifications, reports, and studies relating to the Property or the Project which have been financed with the proceeds of the Predevelopment Loan( the “Assignment Agreement”) in the form attached hereto as Exhibit C. The Assignment Agreement may be amended upon City’s request to reflect the additional financing provided pursuant to this Agreement. Borrower shall execute a deed of trust substantially in the form attached hereto as Exhibit D (the “Deed of Trust”) pursuant to which City shall be provided a lien against the Property and the improvements to be constructed thereon as security for repayment of the Promissory Note. The Deed of Trust shall be dated as of the Effective Date and shall be recorded in the official records of Alameda County.

(b) Subordination. City agrees to execute, and record at Borrower’s cost, subordination agreements to subordinate the City’s Deed of Trust and Regulatory Agreement to Borrower’s construction and/or permanent loans for the Project if (A) such construction and/or permanent financing is provided by (i) the Department of Housing and Community Development (“HCD”), the California Housing Financing Agency (“CalHFA”), HUD, or other public senior lender that


requires by statute or regulation that regulatory agreements with local public entities be subordinated, or (ii) in the case of tax-exempt bond financing, subordination of the Regulatory Agreements is required by such financing or Bond Counsel, or (B) (1) the affordable rental component is financed in part by HUD, Low-Income Housing Tax Credits, or tax-exempt bond financing and is subject to a recorded regulatory agreement in connection with such financing, and (2) Borrower demonstrates to City that, compared to financing available to Borrower if the Deed of Trust and Regulatory Agreements are subordinated, financing without such subordination will be offered on materially less favorable terms. In all cases, City shall each be entitled to receive notice of default and shall each be entitled to cure defaults arising under the senior documents.

(c) Nonrecourse. Except as expressly provided in this Section 1.3(c),Borrower shall have no personal liability for payment of the principal of, or interest on the Promissory Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, the Promissory Note shall be to the Property (as defined in the Deed of Trust), the Assigned Documents (as defined in the Assignment Agreement) and any other collateral held by City as security for the Promissory Note; provided however, nothing contained in the foregoing limitation of liability shall:

(1) impair the enforcement against all such security for this Note of all the rights and remedies of the City under the Deed of Trust, theAssignment Agreement and any financing statements City files in connection with the Promissory Note, as each of the foregoing may be amended, modified, or restated from time to time;

(2) impair the right of City to bring a foreclosure action, an action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Property under the Deed of Trust, the Assignment Agreement, the interest in the Assigned Documents created thereby and any other collateral given to City in connection with the indebtedness evidenced by the Promissory Note, and to name the Borrower as party defendant in any such action;

(3) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Predevelopment Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto;

(4) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City under the Promissory Note or to require that the Property (as defined in the Deed of Trust) and the Assigned Documents shall continue to secure all of the indebtedness owed to City in accordance with the Promissory Note; or


(5) limit or restrict the ability of City to seek or obtain a judgment against Borrower to enforce against Borrower to:

(i) recover under Sections 3.2 of this Agreement (pertaining to Borrower’s indemnification obligations), or

(ii) recover from Borrower compensatory damages, as well as other costs and expenses incurred by City (including without limitation attorney’s fees and expenses) arising as a result of the occurrence of any of the following:

(a) any fraud or material misrepresentation on the part of the Borrower, or any officer, director or authorized representative of Borrower in connection with any request for Predevelopment Loan proceeds, or creation of the Predevelopment Loan, or in this Agreement, the Deed of Trust, the Assignment Agreement, or in connection with any request for any action or consent by City in connection with the Predevelopment Loan or the use of Predevelopment Loan proceeds;

(b) the material misapplication of Predevelopment Loan proceeds;

(c) any failure to maintain insurance on the Property andthe Project as required pursuant to this Agreement;

(d) any failure to pay taxes, assessments or other charges which may become liens on the Property;

(e) the presence of Hazardous Materials on the Property or other violation of the Borrower’s obligations under Section 7.10 of the Deed of Trust (pertaining to environmental matters);

(f) the occurrence of any act or omission of Borrower that results in waste to or of the Property or the improvements to be constructed thereon (the “Improvements”) and which has a material adverse effect on the value of the Property or the Improvements;

(g) the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds,


or condemnation awards in violation of the Deed of Trust; and

(h) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property.

1.4 Use of Predevelopment Loan Proceeds. The Predevelopment Loanproceeds shall be used solely and exclusively for predevelopment costs required for the Project as set forth in the Predevelopment Budget attached hereto as Exhibit E, andsuch other costs related to development of the Project as the City may approve in writing. Predevelopment Loan proceeds shall be disbursed to Borrower on a cost reimbursement basis in accordance with Section 1.5. Notwithstanding any contrary provision of this Agreement, disbursements of Predevelopment Loan proceeds pursuant to this Agreement, shall not exceed the aggregate sum of One Million, FourHundred Thousand Dollars ($1,400,000).

1.5 Disbursement of Predevelopment Loan Proceeds. Upon Borrower's satisfaction of the conditions set forth in Section 1.6, provided that Borrower has provided City with a written requisition that specifies the amount and use of the requested funds and which is accompanied by copies of third-party invoices, evidence of payment for services rendered in connection with the Project, Borrower’s certification that the funds requested will be used solely for the purposes described in the requisition, and such other documentation as City may reasonably require, the City shall disburse the Predevelopment Loan proceeds for Borrower’s predevelopment costsin the amounts and for the items set forth in the Predevelopment Budget set forth in Exhibit E. The Parties acknowledge and agree that the line items are subject to change upon written agreement of the Parties.

1.6 Conditions Precedent to Disbursement of Funds.

City’s obligation to disburse the Predevelopment Loan proceeds is conditioned upon satisfaction of all of the following conditions:

(a) Borrower’s execution and delivery to the City of this Agreement, the Promissory Note, the Regulatory Agreement (subject to the terms in item (c)below), the Deed of Trust, and the Assignment Agreement;

(b) Recordation of the Deed of Trust and Regulatory Agreement in the official records of Alameda County, provided, however, that notwithstanding the foregoing, prior to the recordation of the Regulatory Agreement and after recordation of the Deed of Trust, the City agrees to a limited disbursement of Predevelopment Loan proceeds not to exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) to reimburse Borrower for its acquisition costs paid to the


Market Rate Developer for the Land and assigned Project documents and for title, escrow, legal, and other costs relating to Borrower’s acquisition of the Land, which costs shall be subject to the City’s review and approval;

(c) Borrower’s delivery to City of consents to the assignment of agreements, plans, specifications, studies, reports and other work product prepared for the Project, executed by the Project architect and the other parties preparing such plans, specifications, studies, reports and other work product;

(d) Borrower’s delivery to the City of evidence of insurance coverage in the form and in such amounts as specified in Exhibit F attached hereto;

(e) Borrower’s delivery to City of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Borrower is properly organized and authorized to do business in the State of California; (ii) a certified resolution indicating that Borrower has authorized this transaction and that the persons executing this Agreement, the Promissory Note, the Deed of Trust, the Regulatory Agreement, and the Assignment Agreement on behalf of Borrower have been duly authorized to do so; and (iii) certified copies of Borrower’s articles of incorporation, bylaws, and I.R.S. tax-exemption determination letter; and

(f) The issuance of an ALTA lender’s policy of title insurance for the benefit of City, insuring that the Deed of Trust is a lien on the Property subject to only such exceptions as City shall reasonably approve, and with such endorsements as City shall reasonably require, with the cost of such policy to be paid by Borrower.

1.7 Regulatory Agreement. A City Regulatory Agreement and Declaration of Restrictive Covenants that includes restrictions on the eligible tenant household income and eligible tenant rent, among other terms, conditions, and provisions, for a term of not less than fifty-five (55) years shall be recorded against the Property not later than ninety (90) days from the date of Borrower’s acquisition of title, unless the 90-day period is extended by the City in accordance with the City Option Agreement (defined in Recital C). The Regulatory Agreement shall also provide that twenty-five (25) rental units or such other number supported by Veteran Affairs Supporting Housing (“VASH”) vouchers shall be specifically rented to or set aside for rental to homeless or previously homeless veterans and their families. The remainder of the rental units will house low-income families with a preference for veteran families, to the extent consistent with fair housing laws.

1.8 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement except as specified in Paragraph 1.9 (b), the City shall have no obligation to disburse any Predevelopment Loan proceeds following:

(a) termination of this Agreement;


(b) the failure of any of Borrower’s representations and warranties set forth in this Agreement to be true and correct in all material respects; or

(c) the occurrence of an Event of Default on the part of Borrower under this Agreement, the Promissory Note, the Deed of Trust, the Assignment Agreement, the Regulatory Agreement, or the City Option Agreement.

1.9 Termination of Agreement.

(a) Termination by Borrower. Provided that Borrower is not in default under this Agreement, the Promissory Note, the Assignment Agreement, the Regulatory Agreement or the Deed of Trust, Borrower may terminate this Agreement for any of the following reasons by providing written notice of such termination to City:

(1) Borrower does not receive all governmental approvals (including, without limitation, land use approvals) required for development of the Property or construction of the Project, despite Borrower's commercially reasonable efforts to obtain such approvals; or

(2) Borrower determines, in its commercially reasonable discretion, that any (i) remediation work with respect to hazardous materials; or (ii) construction costs relating to the physical condition of the Property or to the proposed or required improvements thereon are so expensive or burdensome as to make the Project, or a required part thereof, financially infeasible; or

(3) Borrower does not receive commitments for all financing necessary for the development, construction, and operation of the Project, despite Borrower's commercially reasonable efforts to obtain such financing.

(b) Reimbursement. If this Agreement is terminated by Borrower pursuant to paragraph (a) above, or by mutual agreement of the Parties for any other reason, City shall reimburse Borrower for the following costs in an aggregate amount not to exceed the undisbursed balance of the Predevelopment Loan on the date of termination: Predevelopment costs incurred by Borrower prior to the date of termination of this Agreement provided that (1) such costs and fees are identified in the Predevelopment Budget or have otherwise been approved by City in writing, and (2) Borrower has provided City with a written requisition specifying the amount and use of the requested Predevelopment Loan proceeds accompanied by copies of third-party invoices for services rendered in connection with the Project, and such other documentation as City may reasonably require.

(c) Forgiveness of the Predevelopment Loan. If this Agreement is terminated by Borrower pursuant to paragraph (a) above, or by mutual agreement of the Parties for any other reason, City shall forgive the outstanding


balance of the Predevelopment Loan (including any amounts reimbursed to Borrower pursuant to paragraph (b) above) upon completion of the following:

(1) Borrower’s delivery of all architectural contracts, plans, specifications, reports, and studies to which City is entitled pursuant to the Assignment Agreement; and

(2) Transfer of title to the Property to City.

Upon delivery of such documents and transfer of title to the Property to City, City shall deliver to Borrower the original Promissory Note marked “Cancelled” and this Agreement shall be terminated; provided however, Borrower’s obligation to indemnify City pursuant to Section 3.2 of this Agreement shall survive termination of this Agreement.

Notwithstanding the foregoing, the City shall have no obligation to forgive Borrower's obligation to repay the Predevelopment Loan and cancel the Promissory Note if, after the applicable notice and cure period, the City has declared Borrower in default under this Agreement and such default remains uncured at the time of Borrower's request for forgiveness of the Predevelopment Loan.

2. USE RESTRICTIONS

2.1 Non-Discrimination. Borrower covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of any person or any group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project or the Property, nor shall Borrower or any person claiming under or through Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project.

2.2 Mandatory Language in All Subsequent Deeds, Leases and Contracts.All deeds, leases or contracts made or entered into by Borrower, its successors or assigns, as to any portion of the Property or the Project shall contain therein the following language:

In Deeds:

"Grantee herein covenants by and for itself, its successors and assigns that there shall be no discrimination against or segregation of any person or any group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of


subdivision (p) of Section 12955, and Section 12955.2 of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land."

In Leases:

"The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns and all persons claiming under the lessee or through the lessee that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or any group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased."

In Contracts:

"There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the GovernmentCode in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land."

3. ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES OF BORROWER

3.1 Representations of Borrower. Borrower represents and warrants to the City as follows:


(a) Organization of the Borrower; Tax-exempt Status. Borrower is a duly organized nonprofit public benefit corporation, validly existing and in good standing under the laws of the State of California. Borrower has all requisite power and authority to acquire the Property, to develop, own and operate the Project, to carry on its business as now conducted, and to execute, deliver and perform its obligations under this Agreement, the Promissory Note, the Deed of Trust, and the Assignment Agreement. Borrower has received a determination from the Internal Revenue Service that it is exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, and such determination is in full force and effect as of the Effective Date.

(b) Authorization of the Predevelopment Loan; No Violation. The execution, delivery and performance of this Agreement, the Promissory Note, the Deed of Trust, and the Assignment Agreement have been duly authorized by Borrower, and this Agreement, the Promissory Note, the Deed of Trust, and the Assignment Agreement, , when duly executed and delivered will constitute the valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower’s execution of this Agreement, the Promissory Note,the Deed of Trust, and the Assignment Agreement, and performance thereunder will not result in a breach of or constitute a default under any agreement, indenture or other instrument to which Borrower is a party or by which Borrower may be bound. The persons executing this Agreement, the Note, the Deed of Trust, and the Assignment Agreement on behalf of Borrower have been duly authorized to do so.

(c) Litigation. There are no pending or threatened actions or proceedings before any court or administrative agency which may adversely affect the financial condition or operation of Borrower or its ability to carry out the obligations of Borrower under this Agreement, the Predevelopment Note, the Deed of Trust, and the Assignment Agreement. Borrower is not the subject of an action under federal or state Bankruptcy Law (as defined below).

3.2 Indemnification. Borrower shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, contractors and agents (all of the foregoing, collectively “Indemnitees”) harmless from and against any and all demands, claims, suits, costs, expenses (including court costs and reasonable attorneys’ fees), losses, damage, causes of action, fines, judgments,penalties, deficiencies, or liabilities of any kind (all of the foregoing, collectively “Claims”) arising directly or indirectly in any manner in connection with or resulting from (a) any and all predevelopment, development or construction activities conducted in connection with the Property or the Project, including without limitation, site investigations conducted by or for Borrower, (b) any failure of any of Borrower’s representations or warranties set forth in this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of Predevelopment Loan proceeds to be correct in all material respects, (c) any Claim,


whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises in connection with the Predevelopment Loan, the Promissory Note, the Deed of Trust, the Assignment Agreement, or any transaction contemplated thereby, or the relationship between Borrower and City. Borrower’s obligations under this Section shall survive the making and repayment of the Predevelopment Loan and the expiration or termination of this Agreement. Borrower's indemnity obligations shall not apply to any Claims arising as a result of the willful misconduct or gross negligence of the Indemnitees.

3.3 Books and Records. The City shall have the right, during business hours and after reasonable notice to Borrower, to inspect and copy Borrower's books and records concerning the Property, the Project, and the Predevelopment Loan.

3.4 Other Documents. Upon the City’s reasonable request, Borrower shall deliver to the City copies of documents related to the Project, including without limitation, construction contracts, consulting agreements, architects’ agreements, loan and financing applications, studies, reports, management plans, loan documents, andproperty management agreements.

4. DEFAULT AND REMEDIES

4.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):

(a) Borrower fails to pay when due the principal payable under the Promissory Note and such failure continues for ten (10) days after City notifies Borrower thereof in writing.

(b) An Event of Default is declared under the Regulatory Agreement, the Promissory Note, the Deed of Trust, the City Option Agreement, or the Assignment Agreement, and such failure continues after expiration of the applicable notice and cure periods set forth in such documents.

(c) The Regulatory Agreement is not recorded within the time set forth in Section 1.7.

(d) Any of Borrower’s representations or warranties contained in this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of Predevelopment Loan proceeds shall prove to have been incorrect when made in any material respect.

(e) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator


or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.

(f) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of such entity’s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance.

(g) Borrower fails to maintain insurance as required pursuant to this Agreement, and Borrower fails to cure such default within 10 days.

(h) Borrower fails to use Predevelopment Loan proceeds in accordance with this Agreement or fails to use Predevelopment Loan proceeds in accordance with the applicable request for disbursement.

(i) Borrower defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 4.1, and unless such a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower, provided that in the case of a nonmonetary default that is not susceptible of cure within thirty (30) days, an Event of Default shall not arise hereunder if Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default to completion with due diligence and in good faith, but in no event longer than 120 days from the receipt of notice of default.

4.2 Remedies. Upon the occurrence of an Event of Default, the City shall have the following rights, in addition to any other rights and remedies provided by law:

(a) The City may declare the entire outstanding principal balance of the Predevelopment Loan immediately due and payable;

(b) The City may exercise any and all rights and remedies granted to the City pursuant to this Agreement, the Deed of Trust (including without limitation, pursuit of a judicial or nonjudicial foreclosure), the Promissory Note,the Regulatory Agreement, the City Option Agreement, or the Assignment Agreement;

(c) The City may seek an order of specific performance; and

(d) The City may terminate this Agreement.


Each of the remedies provided herein is cumulative and not exclusive of, and shall not prejudice any other remedy provided herein, in the Promissory Note, the Deed of Trust,the Regulatory Agreement, the City Option Agreement, or the Assignment Agreement.The City may exercise any rights and remedies available under applicable law, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement.

4.3 No Waiver. No failure or delay by City at any time to require performance by Borrower of any provision of this Agreement or to exercise any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof. The failure of City to insist upon the strict performance of any provision of this Agreement, or to exercise any election contained herein shall not be construed as a waiver or relinquishment for the future of such provision or election nor shall it constitute a waiver of the City’s right to assert any remedy provided for in this Agreement, the Promissory Note, the Deed of Trust, the Regulatory Agreement, or the Assignment Agreement on the basis of the same or a similar breach of a covenant or warranty or other event of default.

5. MISCELLANEOUS

5.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding the foregoing, City’s obligation to make the Predevelopment Loan is personal to Borrower, and shall not be assignable by Borrower by operation of law or otherwise absent the express written consent of City, and any such assignment by operation of law or otherwise shall be void. This Section shall not apply to an assignment to a wholly-controlled affiliate of Borrower or a limited partnership whose general partner is a wholly-controlled affiliate of Borrower.

5.2 Insurance. Borrower shall maintain and keep in force, at Borrower’s expense, the insurance required pursuant to this Agreement as set forth in Exhibit F.For each of Borrower’s insurance policies, Borrower shall provide to City within ten (10) days following execution of this Agreement, but in no event later than the initial disbursement of Predevelopment Loan proceeds, a certificate of insurance and an endorsement which provides that no cancellation, major change in coverage or expiration will be effective during the term of this Agreement without 30 days written notice to the City prior to the effective date of such cancellation, change in coverage or expiration. Upon request by the City from time to time, Borrower shall deliver to the Cityoriginals or copies of all such insurance policies and certificates evidencing such policies.

5.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:


(a) personal delivery, in which case notice is effective upon delivery;

(b) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt;

(c) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service;

(d) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a nonbusiness day.

CITY: City of Dublin100 Civic PlazaDublin, CA 94568 Attention: City ManagerFax No. (925) 833-6651

BORROWER: Corona Crescent, Inc.22645 Grand StreetHayward, CA 94541-5031Attention: PresidentFax No. (510) 582-6523

5.4 Waiver, Modification and Amendment. No modification or waiver of any provision of this Agreement, nor any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by the Parties.

5.5 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and shall take such other actions, as may reasonably be necessary to carry out the intent of this Agreement.


5.6 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

5.7 Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council.

5.8 Non-Liability of City, City Officials, Directors, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Borrower or its successor or for any obligation of City under this Agreement. No director, officer, employee or agent of Borrower shall be personally liable to the City, or any successor in interest, in the event of any default or breach by Borrower, or for any amount of money which may become due to City or its successor or for any obligation of Borrower under this Agreement.

5.9 No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement.

5.10 Captions; Construction; Time is of the Essence. The headings of the sections and paragraphs of this Agreement have been inserted for convenience only and shall not be used to construe this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. Time is of the essence in the performance of this Agreement.

5.11 Governing Law; Venue. This Agreement, the Promissory Note, the Deed of Trust, the Regulatory Agreement, the City Option Agreement, and the Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties agree that any dispute regarding the interpretation or enforcement of this Agreement shall be filed and heard in courts having jurisdiction in Alameda County, California.

5.12 Attorneys' Fees. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the other Party all reasonable attorneys’ fees and costs incurred in such action.

5.13 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties are materially altered or abridged by such invalidation, voiding or unenforceability.


5.14 Entire Agreement; Exhibits. This Agreement, together with thePromissory Note, the Deed of Trust, the Assignment Agreement, and the additional documents referenced herein contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A through F attached hereto are incorporated herein by this reference.

5.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

5.16 City Status. Borrower recognizes and agrees that City is not a commercial lending institution, but a municipal corporation exercising its authority to protect the public health, safety and welfare. Any duties or obligations which a commercial lending institution may have to Borrower shall not apply to this transaction except as set forth herein or in the Promissory Note or as otherwise required by law.

SIGNATURES ON FOLLOWING PAGE.


IN WITNESS WHEREOF, the Parties have executed this Amended and Restated Predevelopment/Construction Loan Agreement as of the date first written above.

BORROWER:

CORONA CRESCENT, INC., a California nonprofit public benefit corporation

By: Linda Mandolini, President

CITY:

CITY OF DUBLIN,a municipal corporation

By:________________________Christopher Foss,City Manager

ATTEST:

By: ___________________________City Clerk

APPROVED AS TO FORM:

By: ___________________________City Attorney


Exhibit A

LEGAL DESCRIPTION OF PROPERTY


Exhibit B

FORM OF PROMISSORY NOTE

(Attach form of Promissory Note.)


PROMISSORY NOTE

(Predevelopment Loan)(Dublin Veterans Family Housing Project)

$1,400,000 Dublin, California____________, 2015

FOR VALUE RECEIVED, Corona Crescent, Inc., a California nonprofit public benefit corporation (“Borrower”) promises to pay to the City of Dublin, a municipal corporation (“City”), in lawful money of the United States of America, the principal sum of One Million, Four Hundred Thousand Dollars ($1,400,000) or so much thereof as may be advanced by City from time to time pursuant to the Predevelopment LoanAgreement referred to below, in the manner provided below. Interest shall accrue on the outstanding principal balance of this Note at the simple rate of three percent (3%) per year from the date of disbursement until this Note is paid in full.

This Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with that certain Predevelopment Loan Agreement, dated as of the date hereof, and executed by and between Borrower and City (the "PredevelopmentLoan Agreement"), and is subject to the terms and conditions of the Predevelopment Loan Agreement which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such

terms in the Predevelopment Loan Agreement.

This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (“Deed of Trust”) dated as of the date hereof, executed by Borrower for the benefit of City and encumbering the property described therein andby the Assignment Agreement dated as of the date hereof. City shall be entitled to the benefits of the security provided by the Deed of Trust and the Assignment Agreement and shall have the right to enforce the covenants and agreements contained herein, in the Predevelopment Loan Agreement, the Deed of Trust, the City Option Agreement, and the Assignment Agreement.

1. PAYMENTS

1.1 MATURITY DATE. The entire principal balance outstanding under this Note, together with all other sums accrued hereunder, shall be due and payable in one lump sum on the third (3rd) anniversary of the date of this Note (the “Maturity Date”)unless the term of the Maturity Date is extended by mutual written agreement of the Parties or the Predevelopment Loan is forgiven pursuant to Section 1.9 of the Predevelopment Loan Agreement, however, the Parties agree that if the City disburses the Construction Loan Component (as defined in the Predevelopment Loan Agreement), or a portion thereof, prior to the Maturity Date, the outstanding balance of the Predevelopment Loan shall become part of the repaid with such financing on the

FINAL DUBLIN VET PROMISSORY NOTE

1

date such financing is provided.

The Parties intend that on the Maturity Date: (i) Borrower (or, if applicable a limited partnership in which Borrower serves as general partner) shall execute a 55-year new promissory note evidencing the obligation to repay the Predevelopment Loan proceeds together with the Construction Loan Component and amount of any additional financing committed by City for the Project) on a residual receipts basis from Project cash flow; (ii) City shall mark this Note “cancelled” and shall return the original to Borrower; and (iii) the Parties shall execute and record an amendment to the Deed of Trust evidencing the addition of any such additional City financing as a secured obligation.

1.2 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the sale, conveyance or other transfer of the Property or any part thereof or interest therein absent City’s prior written consent, provided however, City will not withhold consent to a transfer of the Property to a limited partnership in which Borrower serves as general partner. Without limiting the generality of the foregoing, this Note shall not be assumable without City’s prior written consent, which consent may be granted or denied in City’s sole discretion;provided however, City will not withhold consent to the assumption of this Note by a limited partnership in which Borrower serves as general partner.

1.3 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due and then to principal. In no event shall any amount due under this Note become subject to any rights of offset, deduction or counterclaim on the part of Borrower.

1.4 MANNER OF PAYMENT. All payments on this Note shall be made to City at 100 Civic Plaza, Dublin, CA 94568 or such other place as City shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by City in writing.

2. DEFAULTS

2.1. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):

(a) Borrower fails to pay when due any sum payable hereunder and such failure continues for ten (10) days after City notifies Borrower thereof in writing.

(b) Borrower fails to use Predevelopment Loan proceeds in accordance with the Predevelopment Loan Agreement, fails to usePredevelopment Loan proceeds in accordance with the applicable request for


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disbursement and does not cure such failure within thirty (30) days following written notice from City.

(c) Any representation or warranty contained in the Predevelopment Loan Agreement, the Deed of Trust, the Assignment Agreement, City Option Agreement, Regulatory Agreement or any certificate furnished in connection therewith, or in connection with any request for disbursement of Predevelopment Loan proceeds proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the City.

(d) Borrower fails to maintain insurance as required pursuant to the Predevelopment Loan Agreement and Borrower fails to cure such default within ten (10) days.

(e) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Borrower: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.

(f) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of such entity’s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance.

(g) An Event of Default on the part of Borrower is declared under the Predevelopment Loan Agreement, Regulatory Agreement, City OptionAgreement or the Deed of Trust, or Borrower has defaulted under the Assignment Agreement and such default remains uncured beyond the expiration of any applicable cure period.

(h) Borrower sells, conveys, assigns, encumbers, pledges or otherwise transfers the Property or any part thereof or interest therein absent City’s prior written consent, provided however, City will not withhold consent to a transfer of the Property to a limited partnership in which Borrower serves as general partner.

(i) Subject to Borrower’s right to contest the following charges pursuant to the Deed of Trust, Borrower fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due any other charge that may result in a lien on the Property, and Borrower fails to cure such default


3

within ninety (90) days of the date of delinquency, but in all events prior to the date upon which the holder of any lien has the right to pursue foreclosure thereof;

(j) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan.

2.2 REMEDIES. The rights and remedies of City under this Note shall be cumulative and not alternative. Upon the occurrence of an Event of Default hereunder, City may, at its option: (i) by written notice to Borrower declare the entire unpaid principal balance of this Note, together with all accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) exercise any and all rights and remedies available to it under law or equity, and (iii) exercise any and all rights and remedies available to City pursuant to the Predevelopment Loan Agreement, the Deed of Trust (including without limitation the right to pursue judicial or nonjudicial foreclosure), the City Option Agreement, Regulatory Agreement or the Assignment Agreement. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys' fees, incurred in connection with City's enforcement of this Note and the exercise of any or all of its rights andremedies hereunder and all such sums shall constitute an indebtedness secured by the Deed of Trust.

2.3 DEFAULT RATE. Upon the occurrence of an Event of Default, interest shall automatically accrue without notice at a rate equal to the lesser of themaximum rate permitted by law or ten percent (10%) per annum (the “Default Rate"). When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent City from exercising any of its other rights or remedies.

3. MISCELLANEOUS

3.1. WAIVER; AMENDMENT. No waiver by City of any right or remedy under this Note shall be effective unless in a writing signed by City. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by City will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver that may be given by City will be applicableexcept in the specific instance for which it is given. No notice to or demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of the right of City to take further action without notice or demand as provided in this


4

Note. To the maximum extent permitted by applicable law, Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. There shall be no amendment to or modification of this Note except by written instrument executed by Borrower and City.

3.2. NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 5.3 of the Predevelopment Loan Agreement.

3.3. SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.4 GOVERNING LAW; VENUE. This Note shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. Any legal action filed in connection with this Note shall be filed andheard in the Superior Court of Alameda County, California, or in the Federal District Court for the Northern District of California.

3.5 PARTIES IN INTEREST. This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of City and its successors and assigns.

3.6 SECTION HEADINGS, CONSTRUCTION. The headings of sections in this Note are provided for convenience only and will not affect its construction or interpretation.

3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and City under this Note is solely that of borrower and lender, and the Predevelopment Loanevidenced by this Note and secured by the Deed of Trust and the Assignment Agreement will in no manner make City the partner or joint venturer of Borrower.

3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note.

3.9 NON-RECOURSE. Except as expressly provided in this Section 3.9,Borrower shall have no personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Property (as defined in the Deed of Trust), the Assigned Documents (as defined in the Assignment Agreement) and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall:


5

(A) impair the enforcement against all such security for this Note of all the rights and remedies of the City under the Deed of Trust, the Assignment Agreement,the City Option Agreement, and any financing statements City files in connection with this Note, as each of the foregoing may be amended, modified, or restated from time to time;

(B) impair the right of City to bring a foreclosure action, an action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Property under the Deed of Trust, the Assignment Agreement, the interest in the Assigned Documents created thereby and any other collateral given to City in connection with the indebtedness evidenced by this Note, and to name the Borrower as party defendant in any such action;

(C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto;

(D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City under this Note or to require that the Property (as defined in the Deed of Trust) and the Assigned Documents shall continue to secure all of the indebtedness owed to City in accordance with this Note; or

(E) limit or restrict the ability of City to seek or obtain a judgment against Borrower to enforce against Borrower to:

(1) recover under Sections 3.2 of the Predevelopment LoanAgreement (pertaining to Borrower’s indemnification obligations), or

(2) recover from Borrower compensatory damages, as well as other costs and expenses incurred by City (including without limitation attorney’s fees and expenses), arising as a result of the occurrence of any of the following:

(a) any fraud or material misrepresentation on the part of the Borrower, or any officer, director or authorized representative of Borrower in connection with any request for Loan Proceeds, or creation of the Loan, or in the Predevelopment Loan Agreement, the Deed of Trust, the City Option Agreement, the Assignment Agreement, or in connection with any request for any action or consent by City in connection with the Loan or the use of Loan Proceeds;

(b) the material misapplication of Loan Proceeds;

(c) any failure to maintain insurance on the Property and the Project as required pursuant to the Predevelopment Loan Agreement;


6

(d) any failure to pay taxes, assessments or other charges which may become liens on the Property;

(e) the presence of Hazardous Materials on the Property or other violation of the Borrower’s obligations under Section 7.10 of the Deed of Trust (pertaining to environmental matters);

(f) the occurrence of any act or omission of Borrower that results in waste to or of the Property or the improvements to be constructed thereon (the “Improvements”) and which has a material adverse effect on the value of the Property or the Improvements;

(g) the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the Deed of Trust; and

(h) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property.

SIGNATURE ON FOLLOWING PAGE.


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IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first written above.

BORROWER:

Corona Crescent, Inc., a California nonprofit public benefit corporation

By: _______________________

Name:_____________________

Title:______________________

2385220.2


8

Exhibit C

FORM OF ASSIGNMENT AGREEMENT

(Attach form of Assignment Agreement


ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS

(Dublin Veterans Housing Project)

This Assignment of Agreements, Plans and Specifications (this “Agreement”) is entered into effective as of _____________, 2015 (“Effective Date”) by and among the City of Dublin, a municipal corporation (“City”) and Corona Crescent, Inc., a California nonprofit public benefit corporation (“Developer”). City and Developer are hereinafter collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Predevelopment Loan Agreement(defined below).

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Developer hereby assigns to City and grants to City a security interest in all of its right, title and interest in and to the contracts and agreements listed in Exhibit Aattached hereto and incorporated herein by reference, and all of the items listed in the following paragraphs (A), (B) and (C). All of the foregoing are collectively hereafter referred to as the “Assigned Documents”.

(A) All architectural, design, engineering, consulting and construction contracts, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively "Agreements"), heretofore or hereafter entered into by Developer (or Developer’s sponsor Eden Housing, Inc., or other affiliate limited partnership formed to construct, own and operate the Improvements (defined below) and any architect, engineer, analyst, contractor or other person or entity (“Contractor”) in connection with the preparation of plans, specifications, studies, analyses, drawings or any other similar service related to the Property, the Project, or the improvements existing or to be installed or constructed on the Property (the “Improvements”);

(B) All reports, analyses, studies, plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively, "Reports, Plans and Specifications") heretofore or hereafter prepared by or for Developeror any affiliate, agent, employee or Contractor of Developer with respect to the Property, the Project or the Improvements; and

(C) All Construction Plans.

2. This Agreement is entered into pursuant to that certain Predevelopment Loan Agreement executed by and between Developer and City dated as of the date

FINAL DUBLIN VET ASSIGNMENT AGREEMENT1

hereof (the “ Predevelopment Loan Agreement”). The Parties acknowledge that pursuant to the Predevelopment Loan Agreement, Developer shall repay the funds advanced by the City pursuant to the Predevelopment Loan Agreement.

3. This Agreement is made to secure: (a) payment to the City of all sums now or hereafter owing to City pursuant to the Promissory Note, and any and all additional advances, modifications, extensions, renewals and amendments thereof; and (b) payment and performance by Developer of all of its obligations under the Predevelopment Loan Agreement.

4. Developer hereby irrevocably appoints City as its attorney-in-fact (which City is coupled with an interest) upon the occurrence of an Event of Default under the Predevelopment Loan Agreement, to demand, receive, and enforce any and all of such Developer’s rights with respect to the Assigned Documents, and to perform any and all acts in the name of such Developer or in the name of the City with the same force and effect as if performed by such Developer in the absence of this Agreement.

5. Developer agrees to obtain from each Contractor and deliver to City a duly executed Consent substantially in the form attached hereto as Exhibit B.

6. Developer represents and warrants to City that no previous assignment of its respective rights or interest in or to any of the Assigned Documents has been made. So long as the City holds or retains any interest under the Predevelopment Loan Agreement or the Promissory Note, Developer agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its respective rights or interest in any of the Assigned Documents without prior written approval of the City. The preceding sentence shall not apply to the permitted assignment to an affiliate limited partnership described in the last sentence of Section 5.1 of the Predevelopment Loan Agreement.

7. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of Developer and the City;provided, however, this shall not be construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance contained in the Predevelopment Loan Agreement.

8. Unless an Event of Default (as defined in the Predevelopment Loan Agreement) shall have occurred, Developer shall be entitled (subject to the provisions of Section 6 above) to enjoy and enforce all of its rights under the Assigned Documents. If such an Event of Default occurs and City gives written notice to any Contractor who is a party to any Assigned Document referring to this Agreement and stating that such an Event of Developer Default has occurred and that City intends to exercise its rights hereunder (an “Exercise Notice”), then City shall be entitled thereafter to enjoy and enforce all of the rights of Developer under such Assigned Document and shall become bound to perform all future obligations of Developer thereunder, it being understood that in no event shall City be liable for payments or costs relating to any work which any


Contractor has performed prior to the date of City’s delivery of such Exercise Notice. Unless and until such Exercise Notice is given, City shall not be obliged to perform any of the obligations of Developer under the Assigned Documents.

9. Developer represents and warrants that to the best of its knowledge after reasonable inquiry, there are no defaults under any Assigned Document by any party thereto.

10. Developer further represents and warrants that all sums due and owing to any Contractor to date under any Assigned Document have been duly paid in full, except to the extent deferral of such sums is allowed pursuant to such Assigned Document.

11. City may assign its rights under this Agreement, and the Assigned Documents, and the rights and obligations of any assignee of City shall be the same as provided herein as to City and Contractor. City may, in its discretion, make any such assignment to a third party, with the consent of the Contractor who is a party to such Assigned Documents, provided such consent shall not be unreasonably withheld, conditioned or delayed.

12. This Agreement shall not be deemed to release or affect in any way the obligations of Developer to any Contractor under the Assigned Documents.

13. Developer is executing this Agreement to induce City to enter into and disburse funds pursuant to the Predevelopment Loan Agreement, and Developerunderstands that City would not do so but for the execution and delivery of this Agreement by Developer.

14. Financing Statements.

14.1 Developer shall execute any and all further agreements, assignments (including separate assignments of Assigned Documents), documents, financing statements, and authorizations of financing statements, and shall take such other further actions as City may reasonably request from time to time, in order to evidence, protect, perfect, or continue the security interest of City in the Assigned Documents or otherwise carry out the purposes and intent of this Agreement.

14.2 Developer authorizes City to file financing statements (and continuation statements, and amendments thereto) in all states, counties, and other jurisdictions as City may elect without the signature of Developer to the extent permitted by law.

15. Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below (or in the case of Contractor, to the address


specified in the Consent attached hereto) or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:

(i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case

notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt;

(iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service;

(iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a nonbusiness day.

CITY: City of Dublin

100 Civic PlazaDublin, CA 94568 Attention: City ManagerFax No. (925) 833-6651

DEVELOPER: Corona Crescent, Inc.22645 Grand StreetHayward, CA 94541-5031Attention: PresidentFax No. (510) 582-6523

16. Amendments. This Agreement may be modified only by a written instrument signed by the Parties.

17. Further Assurances; Consents. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement.

18. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.


19. Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City’s Community Development Director or by any person who shall have been designated by the City’s Community Development Director, without further approval by the City’s governing board unless the City’s Community Development Director determines that such matter requires the consent of such governing board.

20. Non-Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to Developer,or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Developer or its successor or for any obligation of City under this Agreement.

21. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement.

22. Headings; Construction. The headings of the sections and paragraphs of this Agreement have been inserted for convenience only and shall not be used to construe this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. Time is of the essence in the performance of this Agreement.

23. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Developer agrees that any controversy arising under or in relation to this Agreement, the Predevelopment Loan Agreement or any other City Document shall be litigated exclusively in courts having jurisdiction in Alameda County.

24. Attorneys' Fees. If any claim, at law or otherwise is made by either Party, the prevailing party or the nondefaulting party, as the case may be, shall be entitled to its costs and reasonable attorneys' fees.

25. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties are materially altered or abridged by such invalidation, voiding or unenforceability.

26. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

SIGNATURES ON FOLLOWING PAGE.


IN WITNESS WHEREOF, Developer and City have each duly executed this Agreement effective as of the date first above written.

DEVELOPER:

CORONA CRESCENT, INC., a California nonprofit public benefit corporation

By: Linda Mandolini, President

CITY:

CITY OF DUBLIN,a municipal corporation

By: __________________________Christopher Foss, City Manager

ATTEST:

By: ___________________________City Clerk

APPROVED AS TO FORM:

By: ___________________________ City Attorney


Exhibit A

CONTRACTS AND AGREEMENTS

(Attach List.)


Exhibit B

CONSENT

This Consent (“Consent”) is executed effective as of _____________, 20__,pursuant to that certain Assignment of Agreements, Plans and Specifications (“Assignment Agreement”) executed by and between Corona Crescent, Inc., a California nonprofit public benefit corporation (“Developer”) and the City of Dublin, a municipal corporation (“City") dated as of ___________, 20__. Unless otherwise defined herein, capitalized terms used in this Consent shall have the meanings given them in the Assignment Agreement.

The undersigned architect, engineer, contractor and/or Contractor (“Contractor”)hereby consents to the Assignment Agreement and the assignments contemplated thereby, and hereby waives all provisions in the Assigned Documents to which Contractor is a party which would impair, hinder or prevent the making of any such assignment by Developer to City or the enforcement thereof by City.

Contractor agrees that if at any time, the City shall, pursuant to its rights under the Assignment Agreement, deliver an Exercise Notice to Contractor, then provided that Contractor has received, receives or continues to receive the compensation called for under the Assigned Documents to which Contractor is a party, the City may, at its option, use and rely upon the Assigned Documents for the purposes for which they were prepared, and Contractor will continue to perform its obligations under theAssigned Documents to which Contractor is a party for the benefit and account of the City in the same manner as if performed for the benefit or account of Developer in the absence of the Assignment Agreement. Contractor agrees that it shall rely conclusively upon any Exercise Notice given to Contractor by City, and Contractor agrees to be bound by such Exercise Notice.

By its execution of this Consent, Contractor agrees to look solely to Developerand its successors in interest for performance of Developer’s obligations under the Assigned Documents to which Contractor is a party unless and until Contractor shall have received an Exercise Notice from City.

Contractor agrees that, after the occurrence of an Event of Developer Default under the Predevelopment Loan Agreement and the giving of an Exercise Notice by City, Contractor will perform all of its obligations under the Assigned Documents to which Contractor is a party, City being liable to pay the costs thereof relating to any services performed at the direction of City after the giving of the Exercise Notice. However, City is not and will in no event become liable for any costs, charges, expenses and liabilities incurred under the Assigned Documents or otherwise unless it has given the Exercise Notice (and, if it has given the Exercise Notice, City will not become liable for any such costs, charges or expenses incurred prior to the giving of such Exercise Notice), and the fact that Developer may not have paid and/or may be


unable to pay any such costs, charges, expenses or liabilities may not be asserted by Contractor as a defense to its obligations to perform services for City as set forth herein.

Contractor agrees that, notwithstanding anything hereinabove contained or contained in the Assigned Documents to the contrary, City will have the right to receive and to use (without cost to City) any and all Assigned Documents relating to the Property, the Project or the Improvements, as the same may be amended or modified from time to time, which Contractor may own or have the right to use and to grant others the right to use. Contractor further agrees that, upon the written request of City(whether or not any Event of Developer Default has occurred), it will execute and deliver a certification confirming City’s rights with respect to such Assigned Documents as Cityfrom time to time may reasonably request.

Contractor agrees that for so long as the Assignment Agreement is effective, ifDeveloper defaults in making any required payment or in performing any other obligation under any Assigned Document to which Contractor is a party, Contractorshall give prompt written notice thereof to City. Unless and until such notice is given to City, and for a period of 15 business days thereafter, Contractor shall not exercise any of its rights or remedies against Developer under the Assigned Documents (including, without limitation, the right to terminate any Assigned Document or to stop work thereunder). After such notice is given and for a period of 15 business days thereafter, City may, at its option, cure (but shall have no obligation to cure) any such default by Developer and, if such default is so cured during such notice period, Contractor shall continue performance under the Assigned Documents to which such Contractor is a party.

Contractor represents and warrants that (i) the Assigned Documents to which Contractor is a party are in full force and effect, and to Contractor’s knowledge there are no defaults thereunder by any party thereto; (ii) Contractor has made no assignment of any Assigned Document to which Contractor is a party or of its rights thereunder (other than to City); and (iii) there presently exists no unpaid claims presently due to Contractor, except as disclosed in writing to the City, arising in connection with the performance of Contractor's obligations under the Assigned Documents to which Contractor is a party. Contractor agrees that for so long as the Assignment Agreement is effective, Contractor shall not assign its rights or interest in any of the Assigned Documents (absent the prior written consent of City) to any entity other than a lender whose loan is secured by the Property, the Project or the Improvements with the prior written approval of the City.



IN WITNESS WHEREOF, Contractor has duly executed this Consent as of the date first written above.

CONTRACTOR

By: _______________________ Contractor’s Address:

Its: _______________________ Telephone:Facsimile:

2384744.3


Exhibit D

FORM OF DEED OF TRUST

(Attach form of Deed of Trust.)


RECORDING REQUESTED BYNorth American Title CompanyEscrow No. 54605-1135999APN: 941-1500-032-02

AND WHEN RECORDED MAIL TO:

City of Dublin100 Civic PlazaDublin, CA 94568Attn: City Clerk

EXEMPT FROM RECORDING FEES PERGOVERNMENT CODE §§6103, 27383

Space above this line for Recorder’s use.

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING

(Predevelopment Loan)

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of _________, 2015, by CoronaCrescent, Inc., a California nonprofit public benefit corporation (“Trustor”) to North American Title Company as trustee (“Trustee”), for the benefit of the City of Dublin, a municipal corporation (“Beneficiary”).

RECITALS

A. Trustor owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). The Land is located in the City of Dublin, Alameda County, California. Trustor intends to construct, own and operate an affordable multifamily residential development on the Land (the “Project” or “Improvements”).

B. Beneficiary and Trustor have entered into a Predevelopment Loan Agreement dated as of______, 2015, pursuant to which Beneficiary has agreed to provide a loan to Trustor in the aggregate amount of up to One Million, Four Hundred Thousand Dollars ($1,400,000) (the “Loan”) for the purpose of partially financing the Project. To evidence Trustor’s obligation to repay the Loan, Trustor has issued to Beneficiary a Predevelopment Secured Promissory Note dated as of________, 2015, in the original principal amount of $1,400,000 (the “Note”).

C. As a condition precedent to the making of the Loan, Beneficiary has required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien and security interest in the Property (defined below) to secure repayment of the Note and performance of Trustor’s obligations under the Loan Agreement and under the Loan Documents (defined below).

FINAL DUBLIN VET DEED OF TRUST

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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the Land, and all of the following, whether presently owned or hereafter acquired:

a. All buildings, structures, and improvements, now or hereafter located or constructed on the Land;

b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Land or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and Improvements (collectively, “Appurtenances”);

c. All machinery, equipment, fixtures, goods and other personal property of the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor and now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, “Equipment”);

d. All existing and future leases, subleases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Land or Improvements (collectively, “Leases”), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Trustor, including but not limited to security deposits (collectively, “Rents”);

e. All insurance proceeds and any other proceeds from the Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Trustor now has or may hereafter acquire, including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding (“Proceeds”);


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f. All revenues, income, rents, royalties, payments and profits produced by the Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Trustor (“Gross Revenues”);

g. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with development of the Land and construction of the Improvements (collectively, “Plans”); and

h. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with development of the Land and construction of the Improvements (collectively, “Financing”).

All of the above-referenced interests of Trustor in the Land, Improvements, Project, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (collectively, the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note and any amendment and/or restatement thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the Loan Documents (defined below); (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust or any other Loan Document as such may be modified, supplemented, amended, renewed or extended. The Note, the Loan Agreement, this Deed of Trust, any Affordable Housing Regulatory Agreements and Declaration of Restrictive Covenants that shall hereafter be recorded against the Land for the benefit of Beneficiary, that certain Option Agreement by Trustor in favor of Beneficiary recorded on ________2015, as Instrument No. 2015-________, and any and all amendments, restatements, modifications and extensions of any of the foregoing are hereafter collectively referred to as the “Loan Documents.”

3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any


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security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it unless due to the willful misconduct or gross negligence of Beneficiary,, and shall not be responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary’s written consent, Trustor shall not accept prepayment of Rents for any rental period exceeding one month.

4. Security Agreement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. The parties acknowledge that some of the Property may be determined under applicable law to be personal property or fixtures. To the extent that any Property may be or be determined to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, it is the intention of the parties that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements.

5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest


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in the Property and Rents, without requiring any signature or further authorization by Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably require. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it.

Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Trustor's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall not be construed as in any way altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary’s lien granted hereby or by any other recorded document. Such mention in any financing statement is declared to be solely for the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3), that notice of Beneficiary's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government.

6. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Alameda County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC.

7. Trustor’s Representations, Warranties and Covenants; Rights and Duties of the Parties.

7.1 Representations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a fee simple interest in the Land and the


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Improvements when constructed or installed, (ii) Trustor has good and marketable title to all of the Property; (iii) other than as limited by the Loan Documents, Trustor has the full and unlimited power, right and authority to encumber the Property and assign the Rents; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the Loan Documents or otherwise approved in writing by Beneficiary (“Permitted Encumbrances”), this Deed of Trust creates a valid lien on Trustor’s entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor owns the Property free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor’s chief executive office is specified in Section 10.2.

7.2 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, and no condition on the Land violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ii) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (iii) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (iv) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (v) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi) there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (vii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (viii) Trustor or Trustor’s agents have disclosed to Beneficiary all material facts concerning the Property.

7.3 Authority. Trustor represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants that there are no pending, or to Trustor’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Trustor’s ownership of the Property.

7.4 Payment and Performance of Secured Obligations. Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Note, and shall promptly pay and perform all other obligations of Trustor arising in


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connection with the Secured Obligations or the Loan Documents in accordance with the respective terms thereof.

7.5 Use of Loan Proceeds; Preservation and Maintenance of Property; Compliance with Laws. Trustor covenants that it shall use the Loan Proceeds solely for purposes authorized by the Loan Documents. Trustor covenants that it shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained. Trustor covenants to comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and local building codes and regulations, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter any Improvement without Beneficiary’s consent, shall complete or restore promptly and in good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. Trustor shall use the Land and the Improvements solely for purposes authorized by the Loan Documents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause or allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the Loan Documents.

7.6 Restrictions on Conveyance and Encumbrance; Acceleration. It shall be an Event of Default hereunder if the Property, any part thereof, or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered in violation of the Loan Documents or if any other Transfer (as defined in the Loan Agreement) occurs in violation of the Loan Documents. If any such Transfer shall occur in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, and without demand, immediately become due and payable, subject to any applicable cure period.

7.7 Inspections; Books and Records. Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to Trustor to enter upon the Land and inspect the Property to ensure compliance with the Loan Documents. Trustor shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments which affect the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by Beneficiary at any reasonable time following two business days prior notice.


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7.8 Charges, Liens, Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Trustor may, at Trustor’s expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall timely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property.

7.9 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust.

7.10 Hazard, Liability and Workers’ Compensation Insurance. At all times during the term hereof, at Trustor’s expense, Trustor shall keep the Improvements and personal property now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious mischief by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name Beneficiary as loss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other party that it elects to have the replacement value redetermined by the insurancecompany. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by Beneficiary to any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding anything to thecontrary set forth herein, provided that Trustor is not in default under any Loan Document, Trustor shall be permitted to use the proceeds of insurance to rebuild the Improvements.

7.10.1 Trustor shall at all times during the term hereof, maintain a comprehensive general liability insurance policy in an amount not less than One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage or such other policy limits as Agency may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Beneficiary as an additional insured. Trustor shall maintain workers’ compensation insurance as required by law.


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7.10.2 Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may require, including without limitation, copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by this Section, and such certificates (or policies) shall provide that at least thirty (30) days’ prior written notice shall be provided to Beneficiary prior to the expiration, cancellation or change in coverage under each such policy.

7.10.3 If any insurance policy required hereunder is canceled or the coverage provided thereunder is reduced, Trustor shall, within fifteen (15) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.10.4 The insurance policies required hereunder shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least A VII status as rated in the most recent edition of Best's Key Rating Guide. Each policy of insurance shall contain an endorsement requiring the insurer to provide at least thirty (30) days written notice to Beneficiary prior to change in coverage, cancellation or expiration thereof. If any insurance policy required pursuant to the Loan Documents is canceled or the coverage provided thereunder is reduced, Trustor shall, within ten (10) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.11 Hazardous Materials. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof to the best knowledge of Trustor: (i) the Land is free and has always been free of Hazardous Materials (as defined below) and is not and has never been in violation of any Environmental Law (as defined below); (ii) there are no buried or partially buried storage tanks located on the Land; (iii) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Trustor that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Land; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at


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the Land, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Land has never been used as a dump or landfill; and (vii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor’s possession or reasonably available to Trustor relating to the Land concerning Hazardous Materials.

Trustor shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept, stored or used in, on, under, or about the Land by Trustor, its agents, employees, contractors or invitees except for incidental supplies ordinarily used in connection with the construction, rehabilitation, repair, and operation of residential developments and in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land. If any HazardousMaterial is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below).

To the fullest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, “Indemnitees”)harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually “Claim” and collectively “Claims”) arising in connection with the breach of Trustor’s covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether the Land is in compliance with Environmental Laws, all costs associated with bringing the Land into compliance with all applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources.

Without limiting the generality of the foregoing, Trustor shall, at Trustor’s own cost and expense, do all of the following:

a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust;

b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and


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c. reimburse Indemnitees for any and all expenses, including without limitation out-of-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding.

Trustor’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any Loan Document; (ii) any extensions of time for performance required by any Loan Document; (iii) any provision in any of the Loan Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any Loan Document, (v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any Loan Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) Beneficiary’s failure to properly perfect any lien or security interest given as security for the Secured Obligations.

The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the Loan Documents or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust.

Without limiting any of the remedies provided in this Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Trustor relating to real property security (the “Environmental Provisions”), and that Trustor's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of Civil Procedure (“Section 736”) for the recovery of damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure.

“Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes


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without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products.

“Environmental Law” means all federal, state or local statutes, ordinances,rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of


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Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder.

7.12 Notice of Claims; Defense of Security; Reimbursement of Costs.

a. Notice of Claims. Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000) within five (5) business days of the occurrence of such loss. Trustor shall use its best efforts to ensure that Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. Within three business days of Trustor’s receipt thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor receives in connection with any financing document secured by the Property or any part thereof.

b. Defense of Security. At Trustor's sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims.

c. Compensation; Reimbursement of Costs. Trustor agrees to pay all reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title.

d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any property, including books and records pertaining to the Property.


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7.13 Indemnification. Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold harmless the Trustee and the Indemnitees (as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Trustor’s covenants under any Loan Document, (b) any representation by Trustor in any Loan Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damage to property or other loss occurring on the Land or in any improvement located thereon, whether caused by the negligence or any other act or omission of Trustor or any other person or by negligent, faulty, inadequate or defective design, building, construction or maintenance or any other condition or otherwise, (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any Loan Document or any transaction contemplated thereby, or any failure of Trustor to comply with all applicable state, federal and local laws and regulations applicable to the Property, provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee's gross negligence or willful misconduct. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust.

7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary.

7.15 Insurance and Condemnation Proceeds. Subject to the rights of any senior lienholders, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to any indebtedness securedhereby in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunderor invalidate any act done pursuant to such notice. Notwithstanding the foregoing, so


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long as the value of Beneficiary’s lien is not impaired, insurance and/or condemnation proceeds shall be used to repair and/or restore the Project.

7.16 Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the making of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, Beneficiary may (i) release any person liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations.

7.17 Reconveyance. Upon written request of Beneficiary stating that all of the Secured Obligations have been paid in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance.

7.18 Cure; Protection of Security. Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s or Trustee’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section 7.18 either with or without giving notice, except for notices required under applicable law or under the Loan Documents. Any amounts disbursed by Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.

7.19 Limited Partners Right to Cure. Trustor’s limited partners shall have the right to cure any default of Trustor hereunder upon the same terms and conditions afforded to Trustor. Provided that Beneficiary has been given written notice of the address for delivery of notices to the limited partners, Beneficiary shall provide any


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notice of default hereunder to the limited partners concurrently with the provision of such notice to Trustor, and as to the limited partners, the cure periods specified herein shall commence upon the date of delivery of such notice in accordance with Section 10.2.

8. Default and Remedies.

8.1 Events of Default. Trustor acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events:

a. Beneficiary’s declaration of an Event of Default under any Loan Document, subject to the expiration of any applicable cure period set forth in such document;

b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee;

c. If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 7.6 hereof or if any other Transfer occurs in violation of the Loan Agreement and Trustor fails to rescind such conveyance or otherwise cure such breach within the time period specified in paragraph j below;

d. Trustor fails to maintain the insurance coverage required hereunder or otherwise fails to comply with the requirements of Section 7.10 hereof and Trustor fails to cure such default within the applicable time specified in Section 7.10;

e. Subject to Trustor’s right to contest such charges as provided herein, Trustor fails to pay taxes or assessments due on the Land or the Improvements or fails to pay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within 10 days.

f. Any representation or warranty of Trustor contained in or made in connection with the execution and delivery of this Deed of Trust or in any certificate or statement furnished pursuant hereto or in any other Loan Document proves to have been false or misleading in any material adverse respect when made;

g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Trustor or any general partner thereof (i) commences avoluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.


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h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Trustor or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof or substantially all of such entity’s assets, (iii) orders the liquidation of Trustor or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project or any part thereof, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance.

i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents; or

j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in Beneficiary’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Trustor commences to cure such default within thirty (30) days and thereafter prosecutes such cure to completion with due diligence and in good faith and in no event later than sixty (60) days following receipt of notice of default or such longer period as Beneficiary may allow.

8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein and the limited recourse provisions set forth in the Note, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of therights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any Loan Document, and any other remedy existing at law or in equity or by statute. All of Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs.

a. Acceleration. Beneficiary may declare any or all of the Secured Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately.

b. Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property.

c. Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the


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security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor’s or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments.

d. UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.

e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.

f. Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust.

Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust.

Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee


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shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default has occurred under the Loan Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note.

At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations:

a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.12(c); and

b. Second, the remaining balance of all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.

8.4 Trustor’s Right to Reinstate. Notwithstanding Beneficiary’s acceleration of the sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under the Loan Documents if the Secured Obligations had no acceleration provision; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, and in enforcing Beneficiary’s and Trustee’s remedies as provided herein, including, but not limited to, reasonable attorney’s fees; and (d) Trustor takes such action as Beneficiary may reasonably require to assure that the lien of this Deed of Trust, Beneficiary’s interest in the Property and Trustor’s obligation to pay the sums


19

secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred..

9. Trustor's Waivers. To the fullest extent permitted by law, Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against Trustor by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.

10. Miscellaneous Provisions.

10.1 Additional Provisions. The Loan Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property.

10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary’s address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:

a. personal delivery, in which case notice shall be deemed delivered upon receipt;

b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail;

c. nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or

d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof.


20

BENEFICIARY: City of Dublin100 Civic PlazaDublin, CA 94568 Attention: City ManagerFax No. (925) 833-6651

TRUSTOR: Corona Crescent, Inc.22645 Grand StreetHayward, CA 94541-5031Attention: PresidentFax No. (510) 582-6523

With a copy to: Trustor’s investor limited partner at its address to be provided.

10.3 Binding on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive the provisions of Section 7.6.

10.4 Substitution of Trustee. Beneficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of Alameda County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein.

10.5 Attorneys’ Fees and Costs. In any action or proceeding to foreclose this Deed of Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys’ fees.

10.6 Governing Law; Severability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in the jurisdiction where the Land is located (the “Property Jurisdiction”). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Loan Documents. Trustor irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect the interpretation or construction of the


21

provisions herein contained. In this Deed of Trust, whenever the context so requires, the singular number includes the plural.

10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustor hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s or Trustee’s consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Trustor and Beneficiary. Without limiting the generality of the foregoing, Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

10.8 Action by Beneficiary. Except as may be otherwise specifically provided herein or required by law, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary’s City Manager or by any person who shall have been designated by Beneficiary’s City Manager, without further approval by the City Council of Beneficiary.

10.9 Joint and Several Liability. If Trustor consists of more than one person or entity, each shall be jointly and severally liable for the faithful performance of all of Trustor’s obligations under this Deed of Trust.

10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust.

10.11 Partial Subordination to Extended Use Agreement. Trustor and the California Tax Credit Allocation Committee may enter into a Regulatory Agreement(s) (the “TCAC Extended Use Agreement”), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended (the “Code”). In the event of a foreclosure of Beneficiary’s interest under this Deed of Trust or delivery by the Trustor of a deed in lieu thereof (collectively, a “Foreclosure”), the following rule shall apply:

In the event of a Foreclosure, throughout the extended use period specified in the TCAC Extended Use Agreement, with respect to any unit that had been regulated by the TCAC Extended Use Agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants’ ineligibility pursuant to regulations of the HOME Program or Section 42 of the


22

Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code.



23

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR:

Corona Crescent, Inc., a California nonprofit public benefit corporation

By: _______________________

Name: Linda Mandolini

Title:

SIGNATURE MUST BE NOTARIZED.


24

STATE OF CALIFORNIA ))

COUNTY OF ALAMEDA )

On , 20__, before me, ______________________, (here insert name and title of the officer), 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)


25

Exhibit A

Legal Description of Land

Real property in the City of Dublin, County of Alameda, State of California, described as follows:

PARCEL D, AS SHOWN ON PARCEL MAP 2621, FILED DECEMBER 20, 1978 IN BOOK 107, PAGE 50 OF MAPS, ALAMEDA COUNTY RECORDS.

EXCEPTING THEREFROM, THAT PORTION CONVEYED IN THE DEED TO THE COUNTY OF ALAMEDA, A POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA, RECORDED FEBRUARY 14, 2004 AS INSTRUMENT NO. 2002-073439 OF OFFICIAL RECORDS.

APN: 941-1500-032-02

2385062.3


26

Exhibit E

PREDEVELOPMENT BUDGET

Predevelopment Loan proceeds may be disbursed for predevelopment costs incurredby Borrower for predevelopment activities for the Project, including:

ArchitectureLandscape architectureEngineeringJoint trenchEnvironmentalConsultant fees (e.g. Financial/syndication, fair housing, relocation)Legal/organizational costsPlanning, permit, and impact feesSite acquisition and predevelopment loan closing costsSite holding costs (insurance, real estate taxes, security)Financial application fees (TCAC tax credit fees, CDLAC bond fees, Section 8application fee)Market studyAppraisal


Exhibit F

INSURANCE REQUIREMENTS

(a) Borrower and all contractors working on behalf of Borrower on the Project shall maintain a commercial general liability policy in the amount of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage, or such other policy limits as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds.

(b) Borrower and all contractors working on behalf of Borrower shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to City evidence satisfactory to City that Borrower and any contractor with whom Borrower has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law. Automobile liability policies shall name the Indemnitees as additional insureds.

(c) Upon commencement of construction work and continuing until issuance of the final certificate of occupancy or equivalent for the Project, Borrower and all contractors working on behalf of Borrower shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee. Such insurance shall include coverage for risks of direct physical loss or damage, excluding the perils of earthquake, flood, and earth movement.

(d) Upon completion of construction, Borrower shall maintain property insurance covering all risks of loss (other than earthquake and flood) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee.

(e) Companies writing the insurance required hereunder shall be licensed to do business in the State of California or shall be listed on the California Department Listof Approved Surplus Line Insurers (LASLI) . Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A: VII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds. Builder’s Risk and property insurance shall name City as loss payee as its interests may appear.

(f) Borrower shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed


endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal.

(g) If any insurance policy or coverage required hereunder is canceled or reduced, Borrower shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Borrower’s expense, and Borrower shall promptly reimburse City for such expense upon receipt of billing from City.

(h) Coverage provided by Borrower shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City. Borrower shall furnish the required certificates and endorsements to City prior to the commencement of construction of the Project, and shall provide City with certified copies of the required insurance policies upon request of City.

2384517.5


Budget Change Reference #:

From Un-Appropriated Reserves Budget Transfer Between Funds

From Designated Reserves x Other

Account Amount Account Amount

2901.5701.66102 $1,400,000

1/20/2015

Posted By: Date:

As Presented at the City Council Meeting

**********Finance Use Only**********

CITY OF DUBLIN

On 11/18/14 the City Council approved to fund $6.4 million to Eden Housing for the Veterans Family Apartments project, the

budget change of $1.4 million is for pre-development costs

REASON FOR BUDGET CHANGE

FISCAL YEAR 2014-15

BUDGET CHANGE FORM

DECREASE BUDGET AMOUNT INCREASE BUDGET AMOUNT

Affordable Housing Fund - Housing - Housing Dev. Loan

City Council's Approval Required

c:\PROVOX-TEMP\printmap\Vets Project Pre-Dev Loan 408_2014_Attachment.3.xlsx Vets Project Pre-Dev Loan 408_2014_Attachment.3.xlsx



CITY CLERK

File #600-35




SUBJECT:

Tennis Court Renovation Project at Emerald Glen Park and Kolb Park Prepared by Meghan Tiernan, Parks and Facilities Development Coordinator

EXECUTIVE SUMMARY: On August 19, 2014, the City Council awarded Contract #14-08 to Vintage Contractors to construct the Tennis Court Resurfacing Projects at Emerald Glen Park and Kolb Park. The work is now complete and ready for City Council acceptance. FINANCIAL IMPACT: The improvements costs are within budget. The costs for construction including all change orders are as follows:

Total Improvement Budget $260,000 Construction Contract $227,695 Change Orders $ 3,500 Total Construction Contract Cost $231,195

RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Accepting Improvements to the Tennis Courts at Emerald Glen Park and Kolb Park Construction Contract 14-08; and authorize Staff to accept a maintenance bond in the amount of $22,770 which is 10% of the construction contract amount, and is sufficient to cover the one-year guarantee period. Submitted By Reviewed By Parks and Community Services Director Assistant City Manager

DESCRIPTION: On August 19, 2014, the City Council awarded Contract #14-08 to Vintage Contractors to construct the Tennis Court Resurfacing Projects at Emerald Glen Park and Kolb Park. The work

Page 2 of 2

included resurfacing the four courts at Emerald Glen Park and installing a new low divider fence between courts, and new blended lines for youth play. The improvements at Kolb Park included demolition and replacement of the asphalt paving, installation of a new concrete band, new tennis court surfacing, new chain link fence mesh, fence hardware and entry gate, and new windscreens. The improvements at Emerald Glen Park tennis courts were complete on September 26, 2014 and the courts have been re-opened to the public. Work at Kolb Park tennis courts was completed on January 6, 2015 and the courts have been re-opened to the public. The City presently holds a performance bond in the amount of $227,695 to provide the necessary security for the performance of the work involved. As the work is now complete, the performance security requirement can be reduced, in accordance with authority contained in Section 66499.7 of the Government Code, to an amount necessary to guarantee warranty of the work for a one-year period following acceptance of the work. The Contractor will provide a new maintenance bond in the amount of $22,770 which is 10% of the construction contract amount, and is sufficient to cover the one-year guarantee period. Upon City Council acceptance of the project, Staff will file a Notice of Completion with the Alameda County Clerk. Staff will release the remaining retention on the project 35-days after filing the Notice of Completion provided there are no claims. NOTICING REQUIREMENTS/PUBLIC OUTREACH: A copy of the Staff Report was sent to Vintage Contractors, Incorporated. ATTACHMENTS: 1. Resolution Accepting the Improvements to the Tennis Courts at

Emerald Glen Park and Kolb Park Construction Contract 14-08 2. Tennis Court “Before” and “After” Site Photos




* * * * * * * * *

ACCEPTING IMPROVEMENTS TO THE TENNIS COURTS AT EMERALD GLEN PARK AND

KOLB PARK CONSTRUCTION CONTRACT #14-08

WHEREAS, Vintage Contractors entered into a contract with the City of Dublin to renovate the tennis courts at Emerald Glen Park and Kolb Park in accordance with plans and specifications on file with the City Engineer; and

WHEREAS, said improvements have been completed in accordance with said plans and specifications, and any modifications thereof, to the satisfaction of said City Engineer of the City of Dublin; and

WHEREAS, as a condition of said contract, Vintage Contractors is required to guarantee the improvements for a period of one-year following acceptance of the work by the City of Dublin; and

WHEREAS, the improvements are now completed, and the original performance bond security requirement can be reduced, in accordance with the authority contained in Section 66499.7 of the Government Code of the State of California, to an amount found necessary to guarantee maintenance of the completed work for the aforesaid one-year period.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby accept the improvements, subject to the aforementioned one-year warranty, and authorize Staff to file a Notice of Completion with Alameda County.

BE IT FURTHER RESOLVED that the City Council of the City of Dublin authorize Staff , if after 35-days of filing Notice of Completion there are no subcontractor claims, to release the retention and replace the aforesaid performance bond security requirement in the amount of $227,700 with a maintenance bond in the amount of $22,770 as security for the aforesaid one-year maintenance period; and authorize Staff to release said original performance bond posted in connection with the work involved in the construction of said Facility upon acceptance of said warranty.

PASSED, APPROVED AND ADOPTED this 20th

day of January 2015, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______________________________________ Mayor

ATTEST: _______________________________________

City Clerk



CITY CLERK

File #600-70




SUBJECT:

Time Extension for the City’s Traffic Impact Fee Deferral Program and the Transit District Multi-Family Residential Development Fee Deferral Program Prepared by Hazel L. Wetherford, Senior Economic Development Analyst

EXECUTIVE SUMMARY: The City Council will consider extending the termination date of the City’s Traffic Impact Fee Deferral Program and the Transit District Multi-Family Residential Development Fee Deferral Program from June 30, 2015 to June 30, 2020, and that the TIF fee payment date be changed to June 30, 2022 (two years following the completion of the program). FINANCIAL IMPACT: None. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Extending the Time Period for the Traffic Impact Fee Deferral Program, and adopt the Resolution Extending the Time Period for the Transit District Multi-Family Residential Development Fee Deferral Program. Submitted By Reviewed By Economic Development Director/ Assistant City Manager Public Information Officer

DESCRIPTION: Non-Residential Traffic Impact Fee Deferral Program On September 1, 2009, the City Council adopted Resolution No. 127-09, approving a Traffic Impact Fee (TIF) Deferral Program as one of several economic incentives to encourage development in the City. To summarize, the TIF Deferral Program allows non-residential developers to defer Downtown and Eastern Dublin Traffic Impact Fees from building permit issuance to the issuance of the first permanent utility meter for the project (this step is just prior to taking occupancy of the building).

Page 2 of 2

The deferral in payment of the fees enables, in most cases, the project developer to shift the financing of the fees from the construction loan into the fixed financing for the project. Staff proposed, and the City Council approved, the program for Fiscal Years 2009-2010 and 2010-2011. On June 21, 2011, the City Council adopted Resolution No. 95-11, approving an extension of the program for Fiscal Years 2011-12 and 2012-13, and amended the final TIF payment date to June 30, 2015. On May 21, 2013, the City Council adopted Resolution No. 62-13, approving an extension of the program for Fiscal Years 2013-14 and 2014-15, and amended the final TIF payment date to June 30, 2017. Staff is recommending a five-year extension of the program to June 30, 2020 and that the TIF fee payment date change to June 30, 2022 (two years following the completion of the program). Transit District Multi-Family Residential Development Fee Deferral Program On December 20, 2011, the City Council adopted Resolution No. 215-11 approving a Transit District Multi-Family Residential Development Fee Deferral Program as one of the economic incentives to encourage development in the City. To summarize, the Transit District Multi-Family Residential Development Fee Deferral Program allows developers to defer certain fees until just prior to installation of the first City-released utility meter for development within the Transit District areas of Dublin – East and West Dublin BART stations – involving multi-family residential projects of 20 or more units. To date, only one developer, Avalon Dublin Station II, L.P. has participated in the program for a 255-apartment building project located at 5200 Iron Horse Parkway (East Dublin Transit District) where the developer deferred the Public Facilities Fee and the Fire Facilities Fee for an approximate total of $2.1 million. On May 21, 2013, the City Council adopted Resolution No. 63-13, approving an extension of the program for Fiscal Years 2013-14 and 2014-15. Staff is recommending a five-year extension of the program to June 30, 2020. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Proposed Resolution to Extend the Time Period for the Traffic Impact

Fee Deferral Program and Amend the Traffic Impact Fee Payment Date

2. Proposed Resolution to Extend the Time Period for the Transit District Multi-Family Residential Development Fee Deferral Program

RESOLUTION NO. XX- 15



*********

EXTENDING THE TIME PERIOD FOR THE TRAFFIC IMPACT FEE DEFERRAL PROGRAM

AND AMENDING THE TRAFFIC IMPACT FEE PAYMENT DATE

WHEREAS, one of the City Council’s Fiscal Year 2009/2010 High Priority Goals and Objectives was to develop an Economic Incentive Program; and

WHEREAS, on September 1, 2009, the City Council adopted Resolution No. 127-09 approving the Downtown and Eastern Dublin Traffic Impact Fee (TIF) Deferral Program for non-residential projects (“the Program”); and

WHEREAS, the Program allows non-residential developers to defer Downtown and Eastern Dublin Traffic Impact Fees from building permit issuance to the issuance of the first permanent utility meter for the project; and

WHEREAS, on June 21, 2011, the City Council adopted Resolution No. 95-11 approving an extension of the Program for Fiscal Years 2011-12 and 2012-13, and amended the final TIF payment date to June 30, 2015; and

WHEREAS, the City Council adopted an Economic Development Strategy on November 6, 2012, which includes the continuation of economic incentives as a strategic priority; and

WHEREAS, on May 21, 2013, the City Council adopted Resolution No. 62-13 approving an extension of the Program for Fiscal Years 2013-14 and 2014-15, and amended the final TIF payment date to June 30, 2015; and

WHEREAS, the Program, as adopted by Resolution No. 62-13, was to run for Fiscal Years 2013-14 and 2014-15; and

WHEREAS, Staff recommends extending the Program for Fiscal Years 2015-16, 2016-17, 2017-18, 2018-19, and 2019-2020, and amend the TIF payment date from June 30, 2017 to June 30, 2022, two years following the completion of the extended Program.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby amend the Program as follows: 1. The program shall run through the end of Fiscal Year 2019-20. 2. All Traffic Impact Fees deferred pursuant to the Program shall be paid no later than June 30, 2022 if said fees have not already been paid upon issuance of the first permanent utility meter for a project.


day of January, 2015 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN: ___________________________________ Mayor

ATTEST: _______________________________________ City Clerk

RESOLUTION NO. XX- 15



*********

EXTENDING THE TIME PERIOD FOR THE TRANSIT DISTRICT MULTI-FAMILY

RESIDENTIAL DEVELOPMENT FEE DEFERRAL PROGRAM

WHEREAS, on December 20, 2011, the City Council adopted Resolution No. 215-11 approving the Transit District Multi-Family Residential Development Fee Deferral Program (“the Program”); and

WHEREAS, the Program allows developers to defer certain fees until just prior to installation of the first City-released utility meter for developments within the Transit District areas of Dublin – East and West Dublin BART stations – involving multi-family residential projects of 20 or more units; and

WHEREAS, the Program, as adopted by Resolution No. 215-11, was to run for Fiscal Years 2011-12 and 2012-13; and

WHEREAS, the City Council adopted an Economic Development Strategy on November 6, 2012, which includes the continuation of economic incentives as a strategic priority; and

WHEREAS, the Program, as adopted by Resolution 63-13, was to run for Fiscal Years 2013-14 and 2014-15; and

WHEREAS, Staff recommends extending the Program for Fiscal Years 2015-16 through 2019-2020.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby amend the Program to run through the end of Fiscal Year 2019-20.


day of January, 2015 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN: ___________________________________ Mayor

ATTEST: _______________________________________ City Clerk



CITY CLERK

File #600-30




SUBJECT:

Approval of Agreement with ICMA-RC to Administer the City’s Deferred Compensation Plan Prepared by Colleen Tribby, Director of Administrative Services

EXECUTIVE SUMMARY: The City Council will consider a contract renewal with International City Management Association Retirement Corporation (ICMA-RC) to administer its deferred compensation plan. FINANCIAL IMPACT: Approval of the contract will have no financial impact to City funds. Applicable fees are paid from employee contributions held in trust. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Authorizing the City Manager to Execute a Contract Renewal With International City Management Association Retirement Corporation to Provide Third Party Administrator Services for the City’s Deferred Compensation Plan. Reviewed By Assistant City Manager DESCRIPTION: Since August 1988, the City has contracted with International City Management Association Retirement Corporation (ICMA-RC) to provide administrative services of the City’s deferred compensation plans (401(a) and 457 plans). In addition to investment advisory, ICMA-RC’s range of services includes account maintenance, account recordkeeping, investment and tax reporting, transaction processing, benefit disbursement, and asset management.

Page 2 of 2

The current agreement between the City and ICMA-RC was amended in February of 2011, with a five-year contract term and administration fees of 0.15% per year of the amount of plan assets invested. With the City Council’s approval, the City Manager will execute a new contract with ICMA-RC (Attachment 2) that will effective for seven years (ending in January 2022), and which eliminates the 0.15% annual fee after the first two years. In October 2014, a representative of ICMA-RC presented to the City of Dublin Employee Committee the terms of the proposed agreement, and discussed the various member benefits that the contract provides for, including financial planning, estate planning, pre-retirement planning, on-line enrollment, and self-directed accounts. The Employee Committee recommended that the City proceed with the new seven-year mutually exclusive agreement. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution authorizing the City Manager to Execute a Contract

Renewal with International City Management Association Retirement Corporation to provide Third Party Administrator Services for the City’s Deferred Compensation

2. Administrative Services Agreement with ICMA-RC

ATTACHMENT 1



* * * * * * * * * * *

AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT RENEWAL WITH

INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION TO PROVIDE THIRD PARTY ADMINISTRATOR SERVICES FOR THE CITY’S DEFERRED

COMPENSATION PLAN

WHEREAS, On August 22, 1988 the City Council of the City of Dublin adopted Resolution 116-88 Establishing a Deferred Compensation Plan to be administered by the International City Management Association Retirement Corporation (ICMA-RC); and

WHEREAS, the current agreement between ICMA-RC and the City of Dublin was

amended on February 14, 2011; and WHEREAS, the City of Dublin has affirmed the continued need to contract with a third

party for administrative services of the City’s deferred Compensation Plan; WHEREAS, the City of Dublin desires that the investment of funds held under its deferred

compensation plan continue to be administered ICMA-RC under a new contract that provides for a reduction to the City’s administration fee and a seven year contract term. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby authorizes the City Manager to execute a contract agreement with ICMA-RC for Third Party Administrator Services.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk



CITY CLERK

File # 350-40




SUBJECT:

Donation of Surplus Fire Engine for Reserve Firefighter Training Prepared by Linda Smith, Assistant City Manager

EXECUTIVE SUMMARY: The City Council is being to consider a donation of an out-of-service fire engine to the Alameda County Fire Department (ACFD) to support the Reserve Firefighter training efforts. FINANCIAL IMPACT: None. RECOMMENDATION: Staff recommends that the City Council approve, by motion, the donation of the out of service Fire Engine to the Alameda County Fire Department. DESCRIPTION: In December 2014, a new 2014 Pierce Arrow XT Engine was placed into service at Fire Station 17. At that time, the prior 1998 Pierce Quantum was moved into reserve status. Those moves resulted in the surplus of a 1990 Pierce Arrow Engine. In the past, the City has contracted with a private company to surplus such vehicles. However, this time, Staff is recommending the vehicle be donated to the Alameda County Fire Department. The Alameda County Fire Department would use this vehicle for the Reserve Firefighter Program. This program exposes young people to the Fire Service and provides them with training on how to become a firefighter. This apparatus would replace a 1987 Beck Fire Engine currently being used by ACFD. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None required. ATTACHMENTS: None.



CITY CLERK

File #950-20




SUBJECT:

Group Picnic Area Use Policy and Fee Schedule Prepared by Rhonda Franklin, Administrative Analyst

EXECUTIVE SUMMARY: The City Council will consider revisions to the Emerald Glen Group Picnic Area Use Policy and Fee Schedule, which was last updated on February 16, 2010. Staff is proposing amendments to the Policy to include four additional picnic areas that can be reserved by the public: two additional areas at Emerald Glen Park, one additional area at Kolb Park, and one additional area at Schaefer Ranch Park. In addition, the policy language would be updated to reflect the additional picnic sites and to make it consistent with other City rental policies. There are no fee increases proposed for the picnic areas. FINANCIAL IMPACT: None. RECOMMENDATION: Staff recommends that the City Council conduct the public hearing, deliberate and adopt the Resolution Establishing the Group Picnic Area Use Policy and Fee Schedule. Submitted By Reviewed By Parks and Community Services Director Assistant City Manager

DESCRIPTION: The City Council reviews and approves amendments to Facility Use Policies for all facilities that are available for rental by the community. These Facility Use Policies establish the rules, procedures, and fees governing the use of the facilities. The Emerald Glen Group Picnic Area Use Policy was adopted May 16, 2006 and revised February 16, 2010 in order to help streamline rental procedures and address minor problems that occurred during the first few years of picnic rentals. Currently, the Emerald Glen Park Group Picnic Area is the only picnic

Page 2 of 4

area available for rental in the City’s parks, with other park picnic areas available on a first-come, first-served basis. The Emerald Glen Park Group Picnic area has been well utilized by the community since the Use Policy was established. Rentals occur from spring through fall, with the most popular season being the summer months of June through August. The number of rental bookings has increased steadily from year to year. Since 2011, reservations of the picnic area have increased by almost 100 percent, going from approximately 122 reservations in 2011 to approximately 240 reservations this year. In addition, Staff has received feedback from the community that the first-come, first-serve picnic areas are also popular, often requiring users to “claim” picnic areas early in the morning in order to hold the space until their event. Based on this steady increase in use and popularity of the picnic areas, Staff is proposing to expand rentable picnics areas to the following park locations:

Two additional picnic areas at Emerald Glen Park

One large picnic area at Kolb Park

One large picnic area at Schaefer Ranch Park Two Additional Picnic Areas at Emerald Glen Park In addition to the existing rentable group picnic area at Emerald Glen Park, there are two other areas within the park that have picnic tables. One picnic area is located near the circular plaza off of Gleason Drive and the other picnic area is located near the water play area. The picnic area located near the circular plaza has a picnic area with four barbecues and seating for up to 36. The picnic area near the water play area has three barbecues and three rectangular tables for seating for up to 24. Kolb Park Kolb Park has a large group picnic area situated under a shade structure with two barbecues and square tables for seating for up to 48. Another group picnic area, situated under mature trees with three barbecues and seating for up to 40, as well as six additional picnic tables at the park would remain available on a first-come, first-serve basis. Kolb Park amenities include play equipment, restrooms, and tennis courts. Schaefer Ranch Park Schaefer Ranch Park has one large covered picnic area with two barbecues and eight rectangular tables for seating for up to 64. There are four additional picnic tables at the park that would remain available on a first-come, first-serve basis. Park amenities include basketball courts, horseshoe pits, play equipment, restrooms, and tennis courts. Each of these picnic areas are currently being used by the community for both impromptu and planned events so no additional impacts are anticipated. By expanding the number of picnic areas for reservation, residents are provided with increased options for reserving a picnic area in advance, thus helping to alleviate concerns with securing a picnic location in the early morning hours for a planned event. To inform the community of the additional rentable picnic areas, signs will be posted at each picnic site that is available for reservations. In addition, the notification of the additional rentable picnic areas will be included on the City’s website, in the Activity Guide, and in email promotions.

Page 3 of 4

Rental Rates Staff conducted a Picnic Area rental fee comparison with the Town of Danville, cities of Pleasanton and San Ramon, and the Livermore Area Recreation and Park District (LARPD). Based on the information obtained, the City of Dublin picnic rental fees average in the middle of the ranges. In addition, the maintenance cost increases for picnic areas has remained minimal. As a result, no fee amendments are proposed at this time. Staff would utilize the same fee structure currently in place for Emerald Glen Park Picnic Area for the additional picnic areas. To simplify the comparison, the fee data for resident rates is listed below.

CITY SEATS RESIDENT FEE

DUBLIN

48 $60/Day

56 $70/Day

96 $120/Day

DANVILLE

20 $45/area

50 $134/area

150 $199/area

200 $398/area

LARPD

90 $100/Day

200 $100/Day

200 $150/Day

70 $100/Day

PLEASANTON

200 $100/6 hrs.,

additional hours $30/hr.

250 $120/6 hrs.,

additional hours $30/hr.

SAN RAMON

1-50 $99/Day

51-149 (Central Park and Athan Downs only)

$192/Day

150-200 (Central Park & Athan Downs Only)

$286/Day

General Clean-up of Miscellaneous Items In reviewing the existing policy, Staff proposes to make a few minor modifications to make the policy more consistent with other Facility Use Policies. These changes include updating the sections to provide more detail and to match the language of other existing policies and other minor changes to increase clarity and detail where needed. Parks and Community Services Commission Recommendation On December 15, 2014, the Parks and Community Services Commission reviewed the proposed modifications to the Emerald Glen Park Group Picnic Area Use Policy and Fee Schedule. Attachment 2 is the draft minutes from the meeting related to the Commission discussion of the Policy. The Commission voted 6-0 to recommend approval of the proposed Group Picnic Area Use Policy and Fee Schedule to the City Council. Attachment 4 is a Resolution establishing the Group Picnic Area Use Policy and Fee Schedule, with the proposed Use Policy as Exhibit A to the Resolution.

Page 4 of 4

Summary The modifications proposed by Staff will help the City to continue to operate and maintain the facilities in a quality manner. In addition, the community is provided with an expanded number of rentable picnic areas thus increasing the number of rentable picnic options in the City. Staff conducted a fee survey and found that the existing rental fees are within the market average. If approved by the City Council, the new Facility Use Policy would be effective for picnic area rental applications received Monday, February 2, 2015 and later. Rental application requests received prior to February 2, 2015 will be subject to the existing Facility Use Policy. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Notification of this Public Hearing was mailed to neighbors within a 300-foot radius of each park identified in this report and a Public Hearing Notice was published in the Valley Times on January 10 and January 15, 2015. ATTACHMENTS: 1. Redlined Version of Existing Emerald Glen Group Picnic Area Use

Policy and Fee Schedule 2. Draft Minutes of the Parks and Community Services Commission

dated December 15,2014 for Item 8.1 - Group Picnic Area Use Policy and Fee Schedule

3. Photos of Proposed Additional Rentable Picnic Areas 4. Resolution Establishing Group Picnic Area Use Policy and Fee

Schedule, with the proposed Group Picnic Area Use Policy and Fee Schedule attached as Exhibit A

ADOPTED FEBRUARY 16, 2010DATE Page 1 of 5

City of Dublin Group Picnic Area Use Policy and Fee Schedule

The City of Dublin has several Picnic Areas available for use by the community. The use of most picnic areas does not require a reservation and is on a first come, first served basis. The large Group Picnic Areas at Emerald Glen Park, Kolb Park, and Schaefer Ranch Park must be reserved in advance. The Picnic Area Use Policy establishes rules, regulations, procedures and fees governing use of the Emerald Glen Group Picnic Area. Classification of Users

Group 1. Public Agencies: Agencies serving the City of Dublin including Alameda County, Dublin-San Ramon Services District, Dublin Unified School District, etc.)

Group 2. Dublin Chamber of Commerce, Dublin-based Charitable and Social Welfare Organizations, Homeowner

Associations and Sports Leagues: Organized non-profit groups with current 501(c)(3) or 501(c)(4) IRS status, whose membership is open to the public and whose primary purpose is to serve the Dublin community. The organization’s membership must be at least 51% Dublin residents. An organizational file must be completed on an annual basis to receive the priority and fees of this classification. Regional and National non-profit groups that do not meet the 51% resident membership requirement may submit a letter addressed to the Parks and Community Services Department that demonstrates the direct community benefit of the facility use. Such letters will require the approval of the City Manager or his/her designee.

Group 3. Individuals or Other Groups: Individuals or groups who do not meet the criteria listed above and/or social

activities such as picnics, family reunions, awards ceremonies, birthday parties, etc. a) Resident (Individuals must reside or own property within Dublin City Limits; Groups must have

membership made up of at least 51% Dublin residents) b) Non-Resident Group 4. Commercial Uses: Companies, groups, or individuals whose events have an admission fee or include the sales

of goods or services. a) Resident (Company or group facility must be located in the Dublin City Limits and have current City of

Dublin Business License. If there is no company or group facility, the person responsible for the event must reside or own property within the Dublin City Limits)

b) Non-Resident Priority of User Groups

Groups 1, 2, 3A (Resident) - Reservations accepted one-year in advance of the requested rental date. Group 3B (Non-Resident) and Group 4 - Reservations accepted three-months in advance of the requested rental date. Hours of Rental Use

1. The City’s Picnic Areas are available for rental from 8:00 A.M. until dusk. 2. The Picnic Area must be cleaned and vacated by dusk. How to Make a Reservation

Please note that the City requires the applicant, not another party, to complete all transactions and provide the insurance if required for the rental. 1. To make a reservation, a Picnic Area Use Application and full payment of rental fees must be submitted for

approval. Approval takes three to five business-days and applicants will be notified in writing as to the application status.

2. Applications must be submitted in person at the Shannon Community Center, 11600 Shannon Avenue,. Applications are accepted from 8:30 A.M. to 4:30 P.M, Monday through Friday, City designated holidays excepted


during business hours or booked online at www.DublinRecGuide.com; however, applicants using a jump house, requesting vehicle access or requesting public agency, non-profit, or commercial classification must be booked in-person at the Shannon Community Center.

3. In order to receive a resident rate, the applicant (i.e. the person responsible for the activity, payment of fees and provision of insurance) must live or own property within the Dublin City Limits. Identification confirming residence address will be required (valid California driver’s license or current utility bill).

4. Groups who are applying as a Group 2 classification must have a “Charitable and Social Welfare Organization Verification Form” on file, or submit a completed form and the group’s Bylaws, membership roster, and I.R.S. Tax Exemption Letter. Other groups claiming Dublin residency must provide a current membership roster (51% of membership must own property or reside in Dublin).

5. Applications submitted less than five (5) business days prior to the requested rental date will not be accepted. Rental Fees Per Day

Group 1: Public Agencies, and Group 2: Dublin Chamber of Commerce, Dublin Charitable, Social Welfare and Sport League Organizations

Emerald Glen Park Kolb Park Schaefer Ranch Park

Area A (seats 56) $23.00 Area A (seats 48) $20.00 Area A (seats 64) $27.00

Area B (seats 48 $20.00

Area C (seats 96) $40.00

Areas ABC (seats 200) $83.00

Area D (seats 36) $15.00

Area E (seats (24) $10.00

Use for Purposes of Fundraising: A fundraiser is a rental at which admission is granted for payment of a designated amount, a donation of an amount left to the discretion of the guest, or a rental at which funds are collected through auctions, raffle/door prize activity, or other means designated to generate monies to offset costs or to benefit a community or charitable agency of cause.








Group 3A Individuals/Other Groups - Resident








Group 3B Individuals/Other Groups – Non-Resident






http://www.dublinrecguide.com/




Group 4A Commercial Uses - Resident








Group 4B Commercial Uses – Non-Resident








Rental Procedures Payment Schedule

1. Payment of rental fees must be made at the time the application is submitted. 2. Payments may be made by check, VISA, MasterCard, American Express, Discover, money order or cash. Please

make cChecks or money orders payable to the City of Dublin. Cancellations, Changes and Refunds

1. Cancellation requests must be made in writing by the applicant (emails submitted from the applicant’ts email address are acceptable). Refunds will be mailed to the applicantwill be processed within 30 days of receipt of the written cancellation request. Refunds will be handled as follows: a) If the request is received two months or more prior to the rental date the rental fees will be refunded, less a

$25.00 processing fee. b) If the request is received between two months and 30-days prior to the rental date the applicant will forfeit

one-half of the rental fees unless another user rebooks the date. If it is rebooked the rental fees will be refunded less a $25.00 processing fee.

c) If the request is received less than 30-days prior to function the applicant will forfeit one-half of the rental fees.

2. Rental fees will not be refunded for events which are cancelled due to rain. Instead a credit will be placed on the customer’s account if notification of rain cancellation was communicated to the Parks and Community Services Department on the day of the reserved use by 10:00 A.M. Notification can be made by calling 925-556-4500 and leaving a message or by emailing [email protected]. Events cancelled due to rain may be rescheduled for a future use to occur within one-year of the cancelled date of use. Failure to cancel a reserved use by the stated time or failure to reschedule a cancelled use within one-year will result in forfeiture of the rental fees paid.

3. Permits may not be transferred, assigned or sublet. 4. Occasionally it may be necessary to reschedule, relocate or cancel a request previously approved. If the Picnic

Area becomes unavailable due to extenuating circumstances, the City reserves the right to cancel the Facility Use Permit. In this situation, the group or individual will be given as much advance notice as possible.

General Rental Information

1. Rental permits will only be issued to adults. A responsible adult from the group must supervise the picnic area for proper use during rental hours. Groups composed of minors must be supervised by two (2) adults for each twenty (20) minors at all times while they are using the picnic area.


2. Park facilities other than the reserved picnic areas are open to the general public. 3. To use the soccer fields, cricket field or ball diamonds, you must obtain a Sports Field Use Permit from the Parks and

Community Services Departmentat the Shannon Community Center, 11600 Shannon Avenue. The sports fields are closed from December 15 through March 1.

4. The bocce ball courts adjacent to the picnic area are not included in the rental, and are only available on a first-come, first-served basis.

5. The consumption, serving and/or selling of alcoholic beverages is not permitted in the park. Glass containers, including bottles, are not permitted.

6. Barbecues are provided in picnic areas. No portable barbecues are allowed in the park. Coals and ashes are NOT to be dumped in trash receptacles.

7. Campfires/bonfires are not permitted in the park. 8. The use of generators is prohibited. Electrical outlets are available in the picnic area. 9. Dunk tanks, animal rides and petting zoos are not permitted in the park. 10. Bringing additional equipment (such as tables, chairs, tents, stages, etc.) to augment the amenities of the Group

Picnic Area must be approved by the Parks and Community Services Director. 11. Rental parties are prohibited from driving vehicles in the park to access the picnic area. Emerald Glen Park Picnic

Areas A, B, and C is the only picnic area with a designated vehicle access road for loading and unloading. Requests for exception to this policyuse of the vehicle access road for Emerald Glen Park Picnic Areas A, B, and C must be submitted in writing to the Parks and Community Services Director or designee, and will only be considered for applicants renting Emerald Glen Park Picnic Areas A, B, and C together the entire picnic area. If vehicular access is granted the rental applicant will need to provide liability insurance naming the City as additionally insured. An Attendant fee of $15 per hour would be added to the rental fees.

12. Dogs are to be restrained by a substantial leash not to exceed six feet in length. Persons with dogs must dispose of waste immediately.

13. SMOKING IS PROHIBITED within 100 feet of any children’s playground area, sports fields, sport courts and picnic areas.

14. It is prohibited to paste, tack, glue or post any sign, placard, advertisement or inscription, or to erect any sign in the park.

15. Selling, vending, or peddling items is prohibited. 16. Use of amplification equipment is not allowed without written approval from the Parks and Community Services

Director. 17. Parking is permitted in painted parking stalls only. Vehicles parked illegally will be cited. 18. Storage is not available for events. 19. Use of the picnic area shall be in accordance with all current applicable ordinances, regulations and laws. 20. Requests for exception to the Picnic Area Use Policy must be submitted in writing to the City ManagerParks and

Community Services Director, or their designee, no later than 45 days prior to the date of use requested. Inflatable Jump Houses and Other Equipment

As noted in the General Rental Information, setting up additional equipment in the Group Picnic Areas must be approved by the Parks and Community Services Director. For inflatable jump houses, the vendor providing the equipment must have a Vendor application and liability insurance on file with the City of Dublin. If the jump house is owned by the rental applicant, then the applicant must provide the certificate of liability insurance. If the rental applicant has a company providing equipment such as tents, canopies or stages, then the vendor must have an application and liability insurance on file with the City. For specific insurance requirements, please refer to the next section. At this time, Iinflatable Jjump hHouses are only permitted at Emerald Glen Park Picnic Areas A, B, and C. Insurance Requirements

For rentals that are granted vehicular access to the picnic area, and/or have inflatable jump houses, the applicant shall provide the City of Dublin with a valid Certificate of Liability Insurance written through carriers acceptable to the City of Dublin. Such certificate shall provide Bodily Injury and Property Damage Liability protection in the amount of $1,000,000 per occurrence. The applicant must be specified as the insured. The Certificate shall name the City of Dublin as an “additional insured” in conformance with the hold harmless agreement as outlined on in the Application Group IcnicPicnic Area Use Application and must specify that the applicant’s insurance shall be primary to any insurance carried by the City of Dublin. The certificate shall be properly executed with the original signature of the


authorizing insurance agent. An Additional Insured Endorsement must accompany the Certificate (no exceptions). The Certificate is due at least ten (10) business days before the rental date. If you have received approval to have an inflatable jump house, or set up other additional equipment, the vendor providing the equipment will need to have a vendor application on file with the City and be subject to the above insurance requirements. Applicants and vendors should contact their insurance provider to check if their policy may be extended to cover the rental. In the event that coverage is not available, the City has event insurance available for purchase.

The City of Dublin reserves the right to deny the use of City Picnic Areas to any person or group if such use is deemed to be contrary to the best interest of the City, the facility, and/or Dublin residents. Applicants should thoroughly review the Emerald Glen Group Picnic Area Use Policy to become familiar with all rental fees, policies and procedures. Be sure to bring your approved Group Picnic Area Use Permit with you on the day of your event to confirm that you reserved the designated picnic area.

PARKS AND COMMUNITY SERVICES COMMISSION

REGULAR MEETING

D r a f t M i n u t e s f o r I t e m 8 . 1

CITY OF DUBLIN

December 15, 2014

The December 15, 2014 Regular Meeting of the Parks and Community Services Commission was called to order at 7:00 PM at the Dublin Civic Center, Dublin, California, by Chair Totaro. PLEDGE OF ALLEGIANCE Chair Totaro led the Pledge of Allegiance.

ROLL CALL Commissioners (Cm.) Present: Ballesteros, Boboc Elias, Mack, Totaro, Tran Commissioner Absent: None

NEW BUSINESS 8.1 Group Picnic Area Use Policy and Fee Schedule

Ms. Micki Cronin, Assistant Director of Parks and Community Services, presented the specifics of the item as outlined in the Staff Report. Cm. Tran stated she thought the expanded picnic area was a great idea and she liked that the policy was more detailed and would be effective February 2015. Cm. Elias asked if the proposed picnic area at Schaefer Ranch Park would be reserved per table or for the whole covered area. Ms. Cronin stated the reservation would be for the whole area under the covering. There are four individual picnic tables that would remain available in the park for people to use on a first-come, first-serve basis. Vice Chair Mack asked how often groups use inflatable jump houses at the parks. Ms. Jennifer Kransky, Senior Office Assistant, stated many groups use an inflatable jump house with their picnic rentals. Emerald Glen Park is the only park where inflatable jump houses are allowed as there are electrical outlets available and generators are not allowed in the parks. Cm. Boboc asked if there are any waivers or accommodations for those that may not be able to afford the rental fees. Ms. Cronin stated the policy does not include anything that refers to waiving a rental fee; however, special requests may be submitted in writing to the Parks and Community Services Director. Cm. Ballesteros asked for clarification on inflatable jump houses at Schaefer Ranch Park. Ms. Cronin stated inflatable jump houses are not allowed at neighborhood parks at this time. Cm. Ballesteros also asked if the future Emerald Glen Recreation and Aquatic Center (EGRAC) would have any picnic areas. Ms. Cronin stated Staff is looking into including picnic areas that can be reserved at EGRAC. Chair Totaro asked if there have been any conflicts with groups reserving the picnic areas. Ms. Cronin stated a reservation schedule is regularly posted at the park kiosk and the customer receives a copy of

P&CSC Draft Minutes – December 15, 2012 – Page 2 of 2

their rental permit to take to their reserved picnic area. Ms. Kransky stated Staff has not received complaints about picnic areas being taken when a customer has a reservation. The complaints received refer to customers having to go out to the picnic areas very early in the morning to make sure they are able to claim tables for their event in the first-come, first-serve areas. Chair Totaro asked if anything should be added to the policy to address conflicts. Ms. Cronin stated she did not think anything was needed at this time. Chair Totaro commented that there could be some issues at the neighborhood parks with residents using the reserved areas. Ms. Cronin stated Staff sent out a notice to the residents surrounding the parks and another notice would be sent out again when the policy goes to City Council. On a motion by Cm. Ballesteros, seconded by Cm. Boboc, and by a vote of 6-0-0, the Commission recommended approval of the Group Picnic Area Use Policy and Fee Schedule to City Council. ADJOURNMENT

Being no further business, the meeting adjourned at 7:25 PM.

Respectfully submitted, _________________________________ Jennifer Kransky Senior Office Assistant APPROVED: ______________________________ Chairperson

Emerald Glen Park

Water play picnic area

Circular plaza picnic area

Circular plaza picnic area

Water play picnic area

Attachment 3

Kolb Park

Schaefer Ranch Park

ATTACHMENT 2



* * * * * * * * * * * ESTABLISHING FACILITY USE POLICY AND RENTAL FEES FOR USE OF THE

GROUP PICNIC AREAS

WHEREAS, in 2006 the City of Dublin completed Phase III of Emerald Glen Park that included the

construction of a Group Picnic Area designed to serve as a focal point for hosting picnics and other events for the community; and

WHEREAS, on May 16, 2006 the City Council adopted Resolution 76-06 establishing a Facility Use Policy to allow for rental of the Group Picnic Area by the community; and WHEREAS, on February 16, 2010 the City Council adopted Resolution 27-10 revising the Facility Use Policy to streamline rental procedures and address minor issues that occurred during the first few years of picnic rentals; and WHEREAS, community member reservations of Emerald Glen Group Picnic Area have substantially increased since the facility use policy was originally established; and WHEREAS, the community has interest in additional rentable picnic areas in the City; and WHEREAS two additional picnic areas at Emerald Glen Park, one picnic area at Kolb Park; and one picnic area at Schaefer Ranch Park are suitable for reservation by the community; and

WHEREAS, the Facility Use Policy and Rental Fees for the Group Picnic Area have been revised by Staff and recommended for approval by the Parks and Community Services Commission.

NOW, THEREFORE, the City Council of the City of Dublin does RESOLVE to hereby adopt the Facility Use Policy and Rental Fees contained in Exhibit A. BE IT FURTHER RESOLVED that the provisions in Resolution 27-10 be superseded by this Resolution effective for rental applications received on or after Monday, February 2, 2015.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by this vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk

ADOPTED DATE Page 1 of 5

City of Dublin Group Picnic Area Use Policy and Fee Schedule

The City of Dublin has several Picnic Areas available for use by the community. The use of most picnic areas does not require a reservation and is on a first come, first serve basis. The Group Picnic Areas at Emerald Glen Park, Kolb Park, and Schaefer Ranch Park must be reserved in advance. The Picnic Area Use Policy establishes rules, regulations, procedures and fees governing use of the Emerald Glen Group Picnic Area. Classification of Users

Group 1. Public Agencies: Agencies serving the City of Dublin including Alameda County, Dublin-San Ramon Services District, Dublin Unified School District, etc.)

Group 2. Dublin Chamber of Commerce, Dublin-based Charitable and Social Welfare Organizations, Homeowner

Associations and Sports Leagues: Organized non-profit groups with current 501(c)(3) or 501(c)(4) IRS status, whose membership is open to the public and whose primary purpose is to serve the Dublin community. The organization’s membership must be at least 51% Dublin residents. An organizational file must be completed on an annual basis to receive the priority and fees of this classification. Regional and National non-profit groups that do not meet the 51% resident membership requirement may submit a letter addressed to the Parks and Community Services Department that demonstrates the direct community benefit of the facility use. Such letters will require the approval of the City Manager or his/her designee.

Group 3. Individuals or Other Groups: Individuals or groups who do not meet the criteria listed above and/or social

activities such as picnics, family reunions, awards ceremonies, birthday parties, etc. a) Resident (Individuals must reside or own property within Dublin City Limits; Groups must have

membership made up of at least 51% Dublin residents) b) Non-Resident Group 4. Commercial Uses: Companies, groups, or individuals whose events have an admission fee or include the sales

of goods or services. a) Resident (Company or group facility must be located in the Dublin City Limits and have current City of

Dublin Business License. If there is no company or group facility, the person responsible for the event must reside or own property within the Dublin City Limits)

b) Non-Resident Priority of User Groups

Groups 1, 2, 3A (Resident) - Reservations accepted one-year in advance of the requested rental date. Group 3B (Non-Resident) and Group 4 - Reservations accepted three-months in advance of the requested rental date. Hours of Rental Use

1. The City’s Picnic Areas are available for rental from 8:00 A.M. until dusk. 2. The Picnic Area must be cleaned and vacated by dusk. How to Make a Reservation

Please note that the City requires the applicant, not another party, to complete all transactions and provide the insurance if required for the rental. 1. To make a reservation, a Picnic Area Use Application and full payment of rental fees must be submitted for

approval. Approval takes three to five business-days and applicants will be notified in writing as to the application status.

2. Applications must be submitted in person at the Shannon Community Center, 11600 Shannon Avenue, during business hours or booked online at www.DublinRecGuide.com; however, applicants using a jump house, requesting

http://www.dublinrecguide.com/


vehicle access or requesting public agency, non-profit, or commercial classification must be booked in-person at the Shannon Community Center.

3. In order to receive a resident rate, the applicant (i.e. the person responsible for the activity, payment of fees and provision of insurance) must live or own property within the Dublin City Limits. Identification confirming residence address will be required (valid California driver’s license or current utility bill).

4. Groups who are applying as a Group 2 classification must have a “Charitable and Social Welfare Organization Verification Form” on file, or submit a completed form and the group’s Bylaws, membership roster, and I.R.S. Tax Exemption Letter. Other groups claiming Dublin residency must provide a current membership roster (51% of membership must own property or reside in Dublin).

5. Applications submitted less than five (5) business days prior to the requested rental date will not be accepted. Rental Fees Per Day

Group 1: Public Agencies, and Group 2: Dublin Chamber of Commerce, Dublin Charitable, Social Welfare and Sport League Organizations








Use for Purposes of Fundraising: A fundraiser is a rental at which admission is granted for payment of a designated amount, a donation of an amount left to the discretion of the guest, or a rental at which funds are collected through auctions, raffle/door prize activity, or other means designated to generate monies to offset costs or to benefit a community or charitable agency of cause.








Group 3A Individuals/Other Groups - Resident









Group 3B Individuals/Other Groups – Non-Resident




Area C (seats 96)




Group 4A Commercial Uses - Resident








Group 4B Commercial Uses – Non-Resident








Rental Procedures: Payment Schedule

1. Payment of rental fees must be made at the time the application is submitted. 2. Payments may be made by check, VISA, MasterCard, American Express, Discover, money order or cash. Checks or

money orders payable to the City of Dublin. Cancellations, Changes and Refunds

1. Cancellation requests must be made in writing by the applicant (emails submitted from the applicant’s email address are acceptable). Refunds will be processed within 30 days of receipt of the written cancellation request. Refunds will be handled as follows: a) If the request is received two months or more prior to the rental date the rental fees will be refunded, less a

$25.00 processing fee. b) If the request is received between two months and 30-days prior to the rental date the applicant will forfeit

one-half of the rental fees unless another user rebooks the date. If it is rebooked the rental fees will be refunded less a $25.00 processing fee.

c) If the request is received less than 30-days prior to function the applicant will forfeit one-half of the rental fees.

2. Rental fees will not be refunded for events which are cancelled due to rain. Instead a credit will be placed on the customer’s account if notification of rain cancellation was communicated to the Parks and Community Services Department on the day of the reserved use by 10:00 A.M. Notification can be made by calling 925-556-4500 and leaving a message or by emailing [email protected]. Events cancelled due to rain may be rescheduled for a future use to occur within one-year of the cancelled date of use. Failure to cancel a reserved use by the stated time or failure to reschedule a cancelled use within one-year will result in forfeiture of the rental fees paid.

3. Permits may not be transferred, assigned or sublet.


4. Occasionally it may be necessary to reschedule, relocate or cancel a request previously approved. If the Picnic Area becomes unavailable due to extenuating circumstances, the City reserves the right to cancel the Facility Use Permit. In this situation, the group or individual will be given as much advance notice as possible.

General Rental Information

1. Rental permits will only be issued to adults. A responsible adult from the group must supervise the picnic area for proper use during rental hours. Groups composed of minors must be supervised by two (2) adults for each twenty (20) minors at all times while they are using the picnic area.

2. Park facilities other than the reserved picnic areas are open to the general public. 3. To use the soccer fields, cricket field or ball diamonds, you must obtain a Sports Field Use Permit from the Parks and

Community Services Department. The sports fields are closed from December 15 through March 1. 4. The bocce ball courts adjacent to the picnic area are not included in the rental, and are only available on a first-

come, first-served basis. 5. The consumption, serving and/or selling of alcoholic beverages is not permitted in the park. Glass containers,

including bottles, are not permitted. 6. Barbecues are provided in picnic areas. No portable barbecues are allowed in the park. Coals and ashes are NOT to

be dumped in trash receptacles. 7. Campfires/bonfires are not permitted in the park. 8. The use of generators is prohibited. Electrical outlets are available in the picnic area. 9. Dunk tanks, animal rides and petting zoos are not permitted in the park. 10. Bringing additional equipment (such as tables, chairs, tents, stages, etc.) to augment the amenities of the Group

Picnic Area must be approved by the Parks and Community Services Director. 11. Rental parties are prohibited from driving vehicles in the park to access the picnic area. Emerald Glen Park Picnic

Areas A, B, and C is the only picnic area with a designated vehicle access road for loading and unloading. Requests for use of the vehicle access road for Emerald Glen Park Picnic Areas A, B, and C must be submitted in writing to the Parks and Community Services Director or designee, and will only be considered for applicants renting Emerald Glen Park Picnic Areas A, B, and C together. If vehicular access is granted the rental applicant will need to provide liability insurance naming the City as additionally insured. An Attendant fee per hour would be added to the rental fees.

12. Dogs are to be restrained by a substantial leash not to exceed six feet in length. Persons with dogs must dispose of waste immediately.

13. SMOKING IS PROHIBITED within 100 feet of any children’s playground area, sports fields, sport courts and picnic areas.

14. It is prohibited to paste, tack, glue or post any sign, placard, advertisement or inscription, or to erect any sign in the park.

15. Selling, vending, or peddling items is prohibited. 16. Use of amplification equipment is not allowed without written approval from the Parks and Community Services

Director. 17. Parking is permitted in painted parking stalls only. Vehicles parked illegally will be cited. 18. Storage is not available for events. 19. Use of the picnic area shall be in accordance with all current applicable ordinances, regulations and laws. 20. Requests for exception to the Picnic Area Use Policy must be submitted in writing to the Parks and Community

Services Director or designee, no later than 45 days prior to the date of use requested. Inflatable Jump Houses and Other Equipment

As noted in the General Rental Information, setting up additional equipment in the Group Picnic Areas must be approved by the Parks and Community Services Director. For inflatable jump houses, the vendor providing the equipment must have a Vendor application and liability insurance on file with the City of Dublin. If the jump house is owned by the rental applicant, then the applicant must provide the certificate of liability insurance. If the rental applicant has a company providing equipment such as tents, canopies or stages, then the vendor must have an application and liability insurance on file with the City. For specific insurance requirements, please refer to the next section. At this time, Inflatable Jump Houses are only permitted at Emerald Glen Park Picnic Areas A, B, and C.


Insurance Requirements

For rentals that are granted vehicular access to the picnic area, and/or have inflatable jump houses, the applicant shall provide the City of Dublin with a valid Certificate of Liability Insurance written through carriers acceptable to the City of Dublin. Such certificate shall provide Bodily Injury and Property Damage Liability protection in the amount of $1,000,000 per occurrence. The applicant must be specified as the insured. The Certificate shall name the City of Dublin as an “additional insured” in conformance with the hold harmless agreement as outlined in the Group Picnic Area Use Application and must specify that the applicant’s insurance shall be primary to any insurance carried by the City of Dublin. The certificate shall be properly executed with the original signature of the authorizing insurance agent. An Additional Insured Endorsement must accompany the Certificate (no exceptions). The Certificate is due at least ten (10) business days before the rental date. If you have received approval to have an inflatable jump house, or set up other additional equipment, the vendor providing the equipment will need to have a vendor application on file with the City and be subject to the above insurance requirements. Applicants and vendors should contact their insurance provider to check if their policy may be extended to cover the rental. In the event that coverage is not available, the City has event insurance available for purchase.

The City of Dublin reserves the right to deny the use of City Picnic Areas to any person or group if such use is deemed to be contrary to the best interest of the City, the facility, and/or Dublin residents. Applicants should thoroughly review the Emerald Glen Group Picnic Area Use Policy to become familiar with all rental fees, policies and procedures.

Be sure to bring your approved Group Picnic Area Use Permit with you on the day of your event to confirm that you reserved the designated picnic area.



CITY CLERK

File #600-35




SUBJECT:

Public Art for Fallon Sports Park Prepared by Ann Mottola, Heritage and Cultural Arts Manager

EXECUTIVE SUMMARY: The City Council will consider entering into an Agreement for public art recommended for Fallon Sports Park. FINANCIAL IMPACT: The 2014-2019 Capital Improvement Program (CIP) includes funding for the public art project at Fallon Sports Park. The total project budget is $250,000 which is funded by the Public Art Fund. RECOMMENDATION: Staff recommends that the City Council: 1) approve the proposed artwork by artist Heath Satow, and 2) authorize Staff to negotiate an Agreement with the artist for the design, fabrication and installation of the public artwork at Fallon Sports Park. Submitted By Reviewed By Parks and Community Services Director Assistant City Manager

DESCRIPTION: On May 20, 2014, the City Council adopted the 2014-2019 Capital Improvement Program (CIP), which included the Public Art Project at Fallon Sports Park. Six artists were approved by the City Council at the May 4, 2014 City Council Meeting to be retained in a pool of pre-qualified artists for upcoming public art projects. The artists included: Troy Corliss, Blessing Hancock, Heath Satow, Christopher Weed, and Susan Zoccola. These artists were invited to develop site-specific proposals for Fallon Sports Park. On November 1, 2014, the Public Art Selection Committee, comprised of members designated by the City Council, convened to review the site specific public art proposals from this pool of

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artists. Per the Public Art Master Plan, the Selection Committee was charged with recommending an artist for this public art project. Heath Satow’s proposal, “Elatus,” was selected for recommendation to the City Council and Commissions by the Public Art Selection Committee. Mr. Satow is a Los Angeles-based artist and has been creating public art since 1993 (Attachment 3). He recently received the Americans for the Arts' Public Art Network Award (2012), in recognition and honor of his innovative and creative contributions in the field of public art. Mr. Satow’s proposal (Attachment 2) for the Fallon Sports Park “expresses athletic triumph; the celebration of joy and glory – when game and athlete become one.” “Elatus” will be located at the southwest corner of the park at Lockhart Street and Central Parkway, at an elevation of approximately 20 feet upslope from street level as shown in Attachment 1. The sculpture will be part of the Fallon Sports Park Lower Terrace Phase and will be sited on a walking path on the perimeter of the park and accessible to the community from the south parking lot. The proposed artwork is approximately 28-feet tall and consists of a six-foot concrete base and 22-foot sculpture (Attachment 4). The material for the sculpture is highly-polished, mirror finish stainless steel. The material for the base is smooth cast concrete. There are also four bronze plaques that will be placed on each side of the base. One of the plaques will tell the story of the artwork. The three remaining plaques will contain quotes relating to the themes of “the glory of sport” and “athletic triumph,” and will be gathered by engaging the Dublin community to submit quotes for consideration for this location. Mr. Satow will provide the story and several quotes that inspired his artwork. Staff will then develop outreach materials to distribute to Dublin Schools and the greater Dublin community to call for submissions. At the close of the submittal phase, the quotations will be placed in an online survey where the public can vote for those quotes they believe best represent the spirit of sport. Heath Satow’s proposal was reviewed and approved for recommendation to the City Council by the Parks and Community Services Commission by a vote of 5-0 and by the Heritage and Cultural Arts Commission by a vote of 6-0 at the joint meeting on November 17, 2014 (Attachment 5). This proposed artwork is a monumental sculpture that will provide an iconic landmark for the Dublin community and its many visitors. NOTICING REQUIREMENTS/PUBLIC OUTREACH: A Public Meeting Notice was mailed to parcels within 300-feet of the proposed artwork location. A copy of the Staff Report was distributed to Public Art Selection Committee Members, the Commissions and Mr. Satow. ATTACHMENTS: 1. Artwork Location 2. Artist Proposal 3. Artist Resume 4. Artwork Images 5. Approved Minutes from the Joint Meeting of the Commissions

Elatus

ATTACHMENT 2

ATTACHMENT 3

ATTACHMENT 4

CITY OF DUBLIN SPECIAL JOINT MEETING

PARKS AND COMMUNITY SERVICES COMMISSION AND

HERITAGE AND CULTURAL ARTS COMMISSION

M i n u t e s November 17, 2014

The November 17, 2014 Special Joint Meeting of the Parks and Community Services Commission and Heritage and Cultural Arts Commission was called to order at 6:03 PM at the Dublin Civic Center, Dublin, California, by Parks and Community Services Commission Chair Totaro. PLEDGE OF ALLEGIANCE Heritage and Cultural Arts Commission Chair Deets led the Pledge of Allegiance.

ROLL CALL Commissioners (Cm.) Present: Parks and Community Services Commissioners: Ballesteros, Elias,

Mack, Totaro, Tran

Heritage and Cultural Arts Commissioners: Carr, Deets, Iharosi, Minniear, Tutino, Vanderpool (arrived at 6:48 PM)

Commissioners Absent: Parks and Community Services Commissioner: Boboc

Heritage and Cultural Arts Commissioner: King

ORAL COMMUNICATIONS 3.1 PUBLIC COMMENTS None

APPROVAL OF MINUTES None

WRITTEN COMMUNICATIONS None

PUBLIC HEARING None

UNFINISHED BUSINESS None

NEW BUSINESS 8.1 Dublin Pioneer Cemetery Renovation and Expansion

Ms. Meghan Tiernan, Parks and facilities Development Coordinator, presented the specifics of the item as outlined in the Staff Report. Ms. Cordy Hill, Royston Hanamoto Alley & Abey (RHAA) consultant, presented the details of the Dublin Pioneer Cemetery Renovation Conceptual Design and Dublin Cemetery Expansion Conceptual Design. Chair Deets commented that the Preferred Expansion Concept shows great compromise and he would like to pursue this concept.

P&CSC and H&CAC Joint Meeting Minutes – November 17, 2014 – Page 2 of 6

Cm. Minniear asked about the existing flag pole at St. Raymond Church that is not shown in the elevation diagram. Cm. Minniear stated he would like the flag pole to remain at the Heritage Park & Museums as it has a memorial for the Dublin Service Command; it is one of the few markers that refer to veterans’ service in Dublin. Mr. McCreary, Parks and Community Services Director, stated Staff has not determined what to do with the flag pole at this time and would need to conduct more research on the flag pole; Staff is open to discussion on the placement of the pole. Ms. Hill stated RHAA and Staff recently began considering incorporating a Veterans’ Memorial into the plan. Cm. Minniear stated a Veterans’ Memorial would be a valuable addition. Cm. Minniear thanked Staff for removing the low burial wall that was going to be placed between the Sunday School Barn and the edge of the Cemetery. Cm. Minniear stated he likes the plan. Cm. Minniear further commented that the sound wall combined with the columbarium wall in the expansion area would shelter the people in the park and at the cemetery from the passing cars; removing the bushes from the wall by the Church is a clever idea; and adding a walkway to the immediate left of the church is a good idea as it would allow direct access from the church to the outdoor event space. Cm. Minniear asked if plans have been made for the rose garden. Ms. Tiernan stated the plants would most likely be transplanted and replanted in the same area. Cm. Minniear asked if the existing wood structure by the Church would be removed. Ms. Tiernan stated the wooden pergola would be removed and replaced with a structure that provides more shade. Cm. Minniear commented on the existing trees leaning on the church. Mr. McCreary stated the trees could be trimmed. Mr. McCreary stated, in regards to the Veterans’ Memorial, the City has $350,000 in Public Art Funds specifically for the Heritage Park and Museums from the developer of Schaefer Ranch. The fund would not all go into one item. Staff would look at the site to see if there are any potential public art opportunities that would be identified in the Master Plan as it is updated. Vice Chair Iharosi asked if there is a possibility of owning the property that currently belongs to the Dublin Creek Kennels in the future. Mr. McCreary stated in the Master Plan there is a structure on the Dublin Creek Kennels property called “The Cottage” which has historical significance. If Dublin Creek Kennels were to ever sell the property, the option to purchase the property could be discussed. Cm. Elias stated he liked the concepts; they have a nice flow and fit well with the environment. Cm. Elias asked about Dublin Creek and what the possible overflow or flooding would do to the surrounding area. Ms. Hill stated in the event of a hundred-year flood, according to the analysis received, the water would not flood the park or cemetery. Vice Chair Mack stated she liked the proposed expansion project. Vice Chair Mack asked about the priority procedures for the additional burial sites. Mr. McCreary stated Staff has an existing waitlist; Staff would go to City Council for direction on establishing a policy and fees for the new burial plots. Chair Totaro stated the Concepts are attractive. Chair Totaro asked who is currently responsible for maintaining the Pioneer Cemetery and plots. Mr. McCreary stated the City is responsible for the cemetery grounds; the family members of the plot owners are responsible for the plots themselves. Plots that have not been maintained because there are no living relatives in the area are cleared annually by volunteers. Chair Totaro asked about the funds going into Pioneer Cemetery. Mr. McCreary


stated Pioneer Cemetery is an overall park amenity. Funding would go towards upgrading the cemetery, such as access to water, additional trash cans and benches. The majority of the costs in the Renovation Plan would be for paving and landscaping. Chair Totaro commented on having funds available for the expansion area as well. Ms. Hill stated the cemetery is closed for plot sales because all the plots are currently sold. Mr. McCreary stated there is no room in the existing cemetery for additional plots. Chair Totaro asked about a sound barrier to the dog kennels as he is concerned about the noise. Mr. McCreary stated there may be some landscaping done to create a visual barrier but no sound barrier is planned at this time. Cm. Minniear agreed with Chair Totaro on the noise concern. Cm. Minniear added that many people come to the Heritage Park and Museums to enjoy the solitude. A member of the public asked if a City sound wall could be connected and incorporated with the planned sound wall to be built at the adjacent Heritage Complex location. Mr. McCreary stated Staff would have to look into the matter for more information on the construction plans. Mr. Rich Guarienti, Dublin Resident, commented that he likes the Renovation and Expansion plans; if Staff would consider replacing some of the existing non-native trees, such as the eucalyptus, with native trees. Cm. Tutino commended Staff on working with the public and stakeholders to incorporate all the different views in the plans and communicating well with each other. A member of the public asked how many burial plots will be added in the cemetery expansion. Ms. Hill stated there will be a total of 3,109 plots, including 44 traditional plots. Cm. Minniear agreed with the public comment regarding the sound wall as the sound wall would be one of the first views people see when they come to Dublin. Ms. Hill recommended planting creeping fig along the sound wall to prevent the wall from graffiti as well as the wall becoming a “green” wall. On a motion by Vice Chair Mack, seconded by Cm. Ballesteros, and by a vote of 5-0-0 with Cm. Boboc absent, the Parks and Community Services Commission unanimously voted to recommend approval to the City Council of the Conceptual Design of the Dublin Pioneer Cemetery Renovation and Expansion. On a motion by Cm. Carr, seconded by Vice Chair Iharosi and by a vote of 5-0-0, with Cm. King and Vanderpool absent, the Heritage and Cultural Arts Commission unanimously voted to recommend approval to the City Council of the Conceptual Design of the Dublin Pioneer Cemetery Renovation and Expansion.

8.2 Public Art Recommendation for Fallon Sports Park

Ms. Ann Mottola, Heritage and Cultural Arts Manager, presented the specifics of the item as outlined in the Staff Report. Mr. Heath Satow, artist, presented his artwork proposal for the public art at the Fallon Sports Park. Cm. Vanderpool arrived at 6:48 PM.


Cm. Tran stated she likes the art piece. Cm. Tran asked about the ease of access in regards to children climbing on the sculpture. Mr. Satow stated the sculpture has a long, steep and slick surface; it would be very difficult to climb on. Cm. Ballesteros stated the sculpture is a beautiful piece of artwork; she likes the material and it is a statement piece. Cm. Ballesteros asked about the positioning of the sculpture. Mr. Satow stated the sculpture would be facing the southwest corner of the park. Cm. Ballesteros asked about the bronze plaques on the base of the sculpture. Mr. Satow stated there would be four plaques, one on each side of the sculpture’s base; he would like to incorporate the community’s input on what the plaques would read. Cm. Ballesteros asked if there would be a pathway leading to the art piece. Ms. Mottola stated there would be a pathway around the perimeter of the park which could incorporate the sculpture. Mr. Satow stated the sculpture would be great for sports team photos and could become an icon for the park. Cm. Elias stated it took a while for him to warm up to the art piece; it has an Olympic aspect. Cm. Elias commented on his concern with the sun reflecting off the sculpture onto children playing sports at the park. Mr. Satow stated he has looked into the matter and his previous art pieces of similar material have not had any sun reflection issues. Cm. Elias asked about the base of the sculpture. Mr. Satow stated that typically a traditional pedestal has a figure on top; the base of the sculpture was designed to capture a similar idea. The finish of the concrete base has yet to be determined but it would be intentionally contrasting to the sculpture. Cm. Elias commented that he liked the idea of community input for the plaques. Vice Chair Mack stated she likes the artwork. Vice Chair Mack asked about the lighting color options for the sculpture. Ms. Mottola stated it would be possible to achieve different colors by putting a lens over the lights. Cm. Carr asked about the proposed lighting. Mr. Satow stated said there would be basic white lighting. Chair Totaro commented that he really likes the sculpture and thinks it is a great fit for the park; he likes the community input idea for the plaques and suggested incorporating something that recognizes the athletic accomplishments in Dublin. Chair Totaro asked about the elevation of the sculpture’s location. Mr. McCreary, Parks and Community Services Director, stated there is a 25-foot slope at this location from the corner of Lockhart and Central Parkway. Chair Totaro asked about the landscaping around the sculpture as he feels it deserves an appealing surrounding. Mr. Satow stated he was working with Staff on the landscaping. Chair Totaro asked about the estimated completion date of the project. Mr. McCreary stated the sculpture would be included in the construction of Fallon Sports Park Phase II; it would be scheduled to be completed in the fall of 2016. Cm. Tutino stated she really likes the sculpture and that a person does not have to be inside the park to see and appreciate the artwork; she likes the idea of the community providing input for the plaques and suggested having Dublin students come up with a quote for the plaques. Cm. Minniear stated he likes the sculpture. Cm. Minniear commented on his concern with the landscaping blocking the view to the sculpture. Mr. Satow stated the sports fields are on different levels


which would allow all areas of the park access to view the sculpture. Cm. Minniear asked about parking near the sculpture. Mr. McCreary stated additional parking spaces will be included in the lower terrace of the Fallon Sports Park Phase II and someone would have to walk the width of two soccer fields to get to the artwork from the parking lot. Cm. Carr stated the sculpture is stunning and welcoming. Cm. Vanderpool stated the artwork is beautiful. Cm. Vanderpool asked about the interior structure of the sculpture. Mr. Satow stated the interior is a strong structure similar to a radio tower and the outer structure is relatively lightweight.

Vice Chair Iharosi stated she likes the sculpture and asked if it would have sharp edges. Mr. Satow stated the corners of the sculpture are rounded in order to catch the sun light better.

Chair Deets stated he was on the Selection Committee and he was pleasantly surprised that almost everyone on the Committee chose Mr. Satow’s artwork.

Cm. Minniear suggested adding plaques on the ground to celebrate Dublin’s sports awards. Cm. Elias asked about the maintenance of the artwork. Mr. Satow stated the sculpture requires low maintenance. Mr. McCreary stated a portion of the public art funds is set aside for maintenance needs.

Chair Totaro asked if the sculpture’s outer structure is susceptible to damage. Mr. Satow stated the outer structure is very durable and would not be damaged easily.

Mr. Rich Guarienti, Dublin Resident, stated he thought the sculpture was exquisite.

On a motion by Cm. Elias seconded by Cm. Tran and by a vote of 5-0-0 with Cm. Boboc absent, the Parks and Community Services Commission unanimously voted to recommend approval to the City Council of Heath Satow for the design fabrication and installation of the public artwork at Fallon Sports Park.

On a motion by Cm. Tutino, seconded by Cm. Carr and by a vote of 6-0-0 with Cm. King absent, the Heritage and Cultural Arts Commission unanimously voted to recommend approval to the City Council of Heath Satow for the design fabrication and installation of the public artwork at Fallon Sports Park

OTHER BUSINESS 9.1 BRIEF INFORMATION ONLY REPORTS FROM PARKS & COMMUNITY SERVICES COMMISSIONERS AND/OR STAFF

Cm. Ballesteros stated she attended the Dublin Post Office Dedication.

Vice Chair Mack stated she attended the Dublin Post Office Dedication, the Holiday Craft Boutique and the Hometown Heroes event.

Chair Totaro stated he attended the Hometown Heroes event and thought the Wells Middle School Jazz Band at the event was exquisite.

Mr. McCreary provided program and project updates.

ADJOURNMENT

Being no further business, the meeting adjourned at 7:33 PM.


Respectfully submitted, _________________________________ Jennifer Kransky Senior Office Assistant APPROVED: ______________________________ Chairperson



CITY CLERK

File #540-70




SUBJECT:

Automatic External Defibrillator Program Update Prepared by Bonnie S. Terra, Division Chief/Fire Marshal

EXECUTIVE SUMMARY: In July of 2011, the City Council directed Staff to proceed with implementing a multiple-step process to increase the number of Public Access Automatic External Defibrillators (AEDs) within the City of Dublin. Since then, Staff has used a variety of strategies which have resulted in the number of AEDs doubling within the community. Staff would like to continue with the efforts to increase the availability of AEDs by focusing on partnerships with the schools who would like an AED. FINANCIAL IMPACT: The City has appropriated $25,000 in the 2014/15 Fiscal Year Operating Budget for the development and implementation of an AED program. RECOMMENDATION: Staff recommends the City Council receive the report and provide Staff with direction on possible program implementation. Reviewed By Assistant City Manager DESCRIPTION: Following the City Council’s direction in 2011, Staff began a multiple-step process to increase the number of Public Access Automatic External Defibrillators (AEDs) within the community. The first step was to implement the objectives outlined in the July 19, 2011 (Attachment #1) Dublin City Council Staff Report. Staff implemented all six items noted under objective one. These efforts resulted in the number of AEDs in the community increasing from 25 to 51 (Attachment #2). The majority of this increase came when Dublin Police Services installed AEDs in all patrol cars. While the implementation of first objective has been met, the second objective has been more challenging.

Page 2 of 2

Under objective two, Staff was asked to concentrate on specific business types in an effort to get AEDs in locations where there are large numbers of people, or where AEDs will more likely be needed. To date, most of the sporting venues, gyms, medical, and city facilities within the community have AEDs. However, when it comes to large businesses within the community, the percentage of AEDs is less. The lack of AEDs within large businesses is an issue that has received much attention of late. In fact, the California Supreme Court recently ruled that large retailers have no legal obligation to keep defibrillators on hand for customers. As a result of this ruling and the inability to mandate AEDs in these locations, Staff began focusing its efforts on public and private school sites. Staff has reached out to all of the public and private schools within the community in an effort to determine their willingness to partner with the City on placing additional AEDs at these locations. Staff sent letters as well as followed up with phone calls to each administrator’s office. To date, Staff has received two positive responses from Quarry Lane and Valley High Schools. The other public school sites have responded with concerns over risk management and implementation of having AED devices on their respective campuses. St. Raymond’s School and Church maintain an AED device on site and Dublin High School also maintains an AED device. The City did not receive any response from Valley Christian School. Given the limited response following extensive outreach, Staff is seeking direction from the City Council on how to proceed with an AED Program. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Staff Report from July 19, 2011 2. List of AEDs within the Community

DUBLIN – BUSINESS BREAKDOWN

1

SPORTS ARENAS/EVENT COMPLEXES AED City of Dublin-Swim Center 5157 Village Parkway No Emerald Glen Park 4201 Central Pkwy (Tassajara Rd. &

Gleason) AED Fallon Sports Grounds Lockhart St. between Gleason Dr. & Central

Pkwy No Earl Anthony Dublin Bowl 6750 Regional St. No Chuck E. Cheese 7448 Amador Valley Blvd. AED East Bay Iceland 7212 San Ramon Rd. No Dublin Sports Grounds Dublin Blvd. @ Civic Plaza No Regal Cinema 5000 Dublin Blvd.

COMMUNITY CENTERS/ SENIOR CENTER AED Shannon Community Center 11600 Shannon Ave. (@ San Ramon

Blvd.) AED Dublin Senior Center 7600 Amador Valley Blvd. AED Dublin Library 200 Civic Plaza AED Dublin Civic Center 100 Civic Plaza AED Heritage Park Donlon & Dublin Blvd

TRANSPORTATION TERMINAL

No East Dublin BART Station Iron Horse Parkway @ I-580 West Dublin BART Station San Ramon Rd. @ I-580

GOLF COURSES

No Dublin Ranch Golf Course 5900 Signal Hill Drive

GATED COMMUNITIES No The Pinnacles @ Dublin

Ranch East of Tassajara

HEALTH CENTERS/GYMS

No Bingtang Badminton 6780 Sierra Court No American Swim Academy 6948 Sierra Court No Edge Gymnastics 6780 Sierra Court AED Fitness 2000 7373 Village Parkway No Pilates Body by Valentine 6670 Amador Plaza Rd., #103 No 1 on 1 Personal Fitness 6980 Village Parkway No Get Fit Yoga 6930 Village Parkway, #E No Tri Valley YMCA 6693 Sierra Lane, #F No KungFu Temple 6735 Sierra Court, #B No Pallen M2 Martial Arts 6635 Dublin Blvd. No Gamespeed Sports

Performance 6800 Sierra Court, #O

AED Velocity Sports 6270 Houston Place, #B


2

No Combat Sports 6207 Sierra Ct No The Fit Potato 6894 Village Parkway No Resolutions Fitness 7100 Village Parkway No Show Up Fitness 7447 Village Parkway No KoKo Fit Club 4542 Dublin Blvd.,

LARGE INDUSTRIAL AED Hexcel Corporation 11711 Dublin Blvd. No MicroDental 5601 Arnold Rd.

LARGE SHOPPING MALLS/SHOPPING CENTERS No Hacienda Crossings 4820-4980 Dublin Blvd. No Ulferts Center 4288 Dublin Blvd. No Waterford Place 4800 Tassajara (@ Dublin Blvd.) No Grafton Station 7901 Dublin Blvd & I-580 No Shamrock Village 7723 Amador Valley Blvd. No Dublin Place Amador Plaza Road (between Dublin Blvd.

& Amador Valley Blvd.)

URGENT CARE CENTERS AED (3) Palo Alto Medical

Foundation 4050 Dublin Blvd.

AED Amador Valley Medical Center

7667 Amador Valley Blvd.

CARDIOLOGY/INTERNAL/FAMILY MEDICINE

AED Tri Valley Plastic Surgery 4000 Dublin Blvd. No Valley Pregnancy Center 7660 Amador Valley Blvd. No Bayside Medical Group 11875 Dublin Blvd., #C-140 AED Sutter East Bay Medical

Foundation 4000 Dublin Blvd.

JAILS

AED Dublin Police Station 100 Civic Plaza AED Santa Rita Jail 5325 Broder Blvd.

CHURCHES No Crosswinds Church 6444 Sierra Court AED Pathway Community Church 6533 Sierra Lane No Valley Christian Center 7500 Inspiration Drive AED St. Raymond Catholic

Church 11555 Shannon Ave.

AED John Knox Presbyterian Church

7421 Amarillo Rd.

No Resurrection 7557 Amador Valley Blvd.


3

Lutheran/United Community Baptist Church

No St. Philip Lutheran 8850 Davona Dr. No Parkway Baptist

Church/Dublin Baptist Church

7485 Village Parkway

No Church of Christ 11873 Dublin Blvd. No Showers of Blessings

Ministries 6930 Village Parkway

No The Church of Jesus Christ of Latter-Day Saints

8203 Village Parkway

SCHOOLS

No Dougherty Elementary 5301 Hibernia No Dublin Elementary 7997 Vomac Rd. AED Dublin High School 8151 Village Parkway No Fallon Middle School 3601 Kohnen Way No Frederiksen Elementary 7243 Tamarack Dr. No John Green Elementary 3300 Antone Way No Murray Elementary 8435 Davona Dr. No Nielsen Education Center 7500 Amarillo Dr. No Valley High School 6901 York Dr. No Wells Middle School 6800 Penn Dr. No St. Raymond School 11555 Shannon Ave. No Quarry Lane School 6363 Tassajara Rd No Valley Christian School 7500 Inspiration

LARGE RESIDENTIAL

AED Connolly Station 7550 St. Patrick Way No Wexford Way 6871 S. Mariposa

PUBLIC SAFETY

AED (18 ) Dublin Police Services 100 Civic Plaza (In Patrol Cars) AED Alameda County Fire HQ 6363 Clark Ave AED Dublin Corporation Yard 5777 Scarlett Ct

BUSINESS

AED DDI 4160 Dublin Blvd, 4th Floor AED (4) Sybase 1 & 3 Sybase Drive, 1st & 6th Floors AED (2) Carl Zeiss Meditec 5160 Hacienda Drive



CITY CLERK

File # 110-30




SUBJECT:

Mayor's Recommendation for Appointment to Planning Commission Prepared by Caroline P. Soto, City Clerk/Records Manager

EXECUTIVE SUMMARY:

At the December 16, 2014, City Council meeting, the City Council approved the Mayor’s appointments to the City’s Commissions and Committees, with the exception of one appointment to the Planning Commission. The City Council will consider the Mayor’s recommendation for appointment to fill that vacancy.

FINANCIAL IMPACT:

None.

RECOMMENDATION:

Staff recommends that the City Council confirm the Mayor’s recommendation of appointment to the Planning Commission or provide other appropriate direction. Submitted By Reviewed By City Clerk/Records Manager Assistant City Manager

DESCRIPTION: At the December 16, 2014, the City Council approved the Mayor’s appointments to the City’s Commissions and Committees, with the exception of one appointment to the Planning Commission. Mayor Haubert has since reviewed previously submitted applications and is recommending Scott Mittan to a four-year term on the Planning Commission, with the term expiring in December 2018. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Application

Print

Planning Commission Application

Date (mm/dd/yy):*

12/01/14

Name:*

Scott Mittan

Street Address:*

City, State Zip Code:

Dublin, CA 94568

Phone (home):*

Planning Commission Application - Submission #53

Date Submitted: 12/1/2014

Phone (cell or work):

Email Address:

Occupation:

Supervising Tax Auditor II (Board of Equalization)

Why are you interested in serving on the Planning Commission?

I am keenly aware of the vital role the Planning Commission plays in the future development of Dublin. As a manager for the Board of Equalization, the largest sales and use tax administration agency in the nation, I am fully aware of the importance of balance growth. Without a stable tax base that is spread across many different types of industries and economic sectors, the city will be susceptible to the whims of economic forces beyond its control. My ethnically diverse family has a strong interest in keeping Dublin strong as we plan on being life-long residences of this growing diverse city.

What is your knowledge of and experience in Planning and Zoning?

As an 18 year Dublin resident, I am keenly aware of the impact the planning commission's role plays in the development in a growing city like Dublin. The City Council and Mayor rely upon the commission to research, hear out commentary from both developers and the citizens of Dublin all while doing their utmost to fulfill the guidelines stipulated in the Dublin General Plan and Eastern Dublin Specific Plan.I would come to the Planning Commission with over 20 years experience as a president of 3 different Homeowner Associations. The last three years, I have been the President of Dublin Ranch HOA one of the largest HOA's in Dublin. My involvement in these HOA's has included review of architectural change submissions, HOA capital projects and budgets and the development of HOA documents and CC&R's upon which the association is governed.

How do you feel about the growth that has occurred in recent years in Dublin?

I am both pleased with certain aspects of both east and west Dublin's growth and also concerned with other aspects. The addition of various national retailers, local proprietors and service enterprises has been a benefit to both the livability of Dublin as well has increased the overall tax base. However, I am quite concerned that the overall development of the available open land has been skewed too much toward residential and, to a lesser extent, retail. The lack of commercial development is of a great concern to me both in terms of livability (making it necessary to commute long distances to reach well paying jobs) and placing an excessive emphasis on a cyclical retail sector. It should be understood that developers and landowner's interests are maximized by developing as many "stack and pack" developments as possible. In turn however, the city and its citizens are left with an unbalanced tax base in which an undue amount of resources are called upon to provide basic city services such as police, fire and parks/recreation. In addition, the local school district must provide facilities to accommodate the influx of students. In short, I am for balanced and smart growth.

What should the City's position be regarding growth?

As stated above, I am for a balanced and intelligent growth model that protects the interests of the cities citizens now and well into the future. One must factor in that once growth occurs, especially residential, it is nearly impossible to make substantive changes to that growth years later. It is vitally important to get the right mix, quality and quantity of each type of development at the front end. In my opinion, it is better to let a piece of land sit vacant for years and years than to allow a development that is not in the best interest of the city and its citizens.

What type(s) of housing do we need?

In general, I agree with the overall goal of the past planning decisions that have been made in Dublin. While I would have liked to have had a larger percentage of low density housing, I am well aware of the fact that it benefits the city to have a place for various socio-economic sectors to be housed and represented in the City. If additional low to medium density housing areas can be identified, I believe this would be worthy goal as currently the development is overly concentrated toward medium and high density housing.

What do you think are the major concerns of Dublin residents regarding future planning?

I believe that the city should work in better coordination with the Dublin Unified School District in projecting and planning for current and future growth. The fact that the District appears to be constantly under estimating the impact of development on their facilities speaks to this disconnect. I would advocate holding developers to a higher degree of responsibility in providing for both education facilities and parks and recreational facilities. In addition, I am quite concerned that there is distinct lack of community development within eastern Dublin. The lack of churches, day-care facilities and other gathering places creates a sterile environment in which to live.

What, if anything, should be done to enhance the Downtown business districts?

The city should work with developers, business owners, utilities, State and Federal governments and its own citizens to identify areas where business districts can be improved and how to identify funding to accomplish such improvements. If somehow the utility lines within central Dublin could be buried, it would increase the aesthetic appeal of the area and increase the home values as well. This would then increase the tax base. There are several shopping centers within Dublin that are in dire need of redevelopment. All available means should be employed to encourage the property owners of these sites to better their facilities. The City has already spent a substantial sum of money putting in place enhancements to these areas; it's time for the business/property owners to step forward and do their part.

What considerations should the City be concerned with in future developments in Dublin?

As I've stated above, the City must balance the needs and desires of the land owners and developers with the needs and desires of the City and its citizens. I am concerned that in the past, some decisions may have been made based upon a notion that a certain project or proposal should be approved in order to expeditiously fill up open land. I believe we need to be more mindful of how a certain development proposal will impact the City and its citizens over the long term. It is highly unwise to use rosy projections of costs to the City and to the school district in order to "sell" a project. If anything, more conservative (realistic) projects should be utilized.

How do you feel about making a decision for the overall good of the community, but unpopular with some neighbors?

I have had to make numerous decisions in my job that were unpopular with a certail taxpayer or group of taxpayer's. These decisions are always based upon the facts at hand and how these facts correlate with State laws and regulations. I am employed to protect the States interests. I would be honored to do the same for the City.

In my role as a Board member with the Dublin Ranch Homeowners' Association, I am called upon to make numerous decisions that can negatively impact a certain homeowner (neighbor). These include placing liens and placing a homeowner into collections, fining a homeowner for not adhering to a certain rule within the CC&Rs and rejecting an architectural application. I always make these decisions with the overall goal of promoting the overall HOA's financial interests and homeowner interests; I would do the same as a member of the Dublin Planning Commission.

What is the most important contribution you can make as a member of the Planning Commission?

With my background as a UC Berkeley graduate in Political Economy, nearly 20 years of tax administration, 20 years of HOA Board membership and 18 years as a citizen of Dublin will bring to the Planning Commission someone who is well aware of the positive and negative impacts development can have on a community. I stand ready to serve my fellow Dubliners as a voice for balanced growth that enriches not only the developers but the City's residents as well.

Application must be submitted by end of day Monday, December 1, 2014.

If you select "Submit," your application will be sent electronically to the City Clerk's office. If you'd like to retain a copy of yourapplication, please choose "Submit and Print." After you click this button, you will be shown a page with your information provided.Please choose Print from your "File" navigation and then select "Continue."


CITY COUNCIL STAFF REPOR

CITY CLERK

File #600-40




SUBJECT:

Mello-Roos Community Facilities District Formation – Adoption of Local Goals and Policies, and Approval of Deposit and Reimbursement Agreement Prepared by Colleen Tribby, Administrative Services Director

EXECUTIVE SUMMARY: The City Council will consider administrative actions in preparation for the possible formation of a Community Facilities District at the Dublin Crossing project location. FINANCIAL IMPACT: There is no financial impact on the City from adopting Local Goals and Policies concerning the use of the Mello-Roos Community Facilities Act of 1982. Approval of the Deposit and Reimbursement Agreement will provide the City with a mechanism for receiving and using a developer deposit in order to recover costs associated with the possible formation of a Community Facilities District at the Dublin Crossing project location. There is no financial impact on the City, as costs of the proceedings are borne by the developers. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution Adopting Local Goals and Policies for the City of Dublin’s Use of the Mello Roos Community Facilities Act of 1982; and, adopt the Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement With Dublin Crossing Venture LLC. Reviewed By Assistant City Manager DESCRIPTION: On November 5, 2013, the City Council adopted the Dublin Crossing Specific Plan (“DCSP”) relating to the private development of approximately 189 acres on a portion of the Parks Reserve Forces Training Area (Camp Parks) in the City of Dublin. The DCSP includes provisions for the demolition of existing buildings and other improvements on the property and construction of a residential mixed-use project with up to 1,995 single- and multi-family residential units; up to 200,000 square feet of retail, office and/or commercial uses; a 30 acre

Page 2 of 4

Community Park; a 5-acre Neighborhood Park, and a 12-acre school site. The City Council also approved a Development Agreement (Agreement) with Dublin Crossing Venture LLC (“SunCal”) related to the Dublin Crossing project. The Development Agreement outlines SunCal’s intention to propose the formation of a Community Facilities District (“CFD”) or districts by the City pursuant to the Mello-Roos Community Facilities Act of 1982 (“Mello-Roos Act”) to finance public facilities. While the City is not ultimately obligated to approve the CFD, the Agreement specifies that, upon receipt of a landowner’s petition to form a CFD, the City must use its best efforts to commence proceedings to form a CFD. The City expects to receive the CFD petition by the end of January or in early February 2015 shortly after SunCal takes ownership of a portion of the first of five improvement areas. The Agreement also specifies developer contributions (exclusive of certain development impact fees) in the amount of $25,031.25 per residential unit (or condominium parcel), payable to the City at Final Map, up to an aggregate of $40,050,000. This fee was determined based on six separate components described in the Agreement: Park Construction ($15.0 million), Iron Horse Bridge Design ($50,000), Iron Horse Bridge Construction ($1.0 million), ACSPA Property Acquisition Contribution ($2.8 million), Park Maintenance Endowment ($2.5 million), and Community Benefit Payment ($18.7 million). It is important to note that if the City elects not to form a developer-proposed CFD, the developer’s contribution to the City is decreased by $36.2 million, the per unit amount is revised to $2,406.25 and the following components would be eliminated: Park Construction, Park Maintenance Endowment, and Community Benefit Payment. In order to facilitate a response to the anticipated petition, the City Council is being asked to consider two administrative actions relating to the CFD formation process. Approval of these actions does not equate to the City Council’s approval of the proposed CFD, but will do the following: 1) Establish guidelines for the City’s use of the Mello-Roos Act; and 2) Provide a mechanism for receiving and using developer funds to cover City costs related to CFD formation proceedings. Attachment 3 is a flowchart showing the usual sequence of events for the creation of Mello Roos Community Facilities Districts. There are a number of actions by the City Council that would be necessary once the petition is received. At this time, Staff is recommending that the City Council take the following actions: 1. Adopt Goals and Policies (Policies) Before a local agency may undertake any Mello-Roos proceeding, it is required to adopt its own Local Goals and Policies (Policies) concerning its use of the Mello-Roos Act (Government Code Section 53312.7). Once the Policies are in place, an agency may consider conducting CFD formation proceedings. The Policies must include statements of:

1. The priority to be given, in the use of the Act, to the various types of public infrastructure, improvements and facilities that could be financed (e.g. streets and parks).

2. The credit quality to be required of any bonds issued and the means of measuring that quality – the focus here usually being the ratio between the value of the property that is the security for the tax, and the amount of bonds permitted to be sold.

Page 3 of 4

3. The steps to be taken to ensure that prospective purchasers of property will be informed of the special tax before they enter into a contract to purchase.

4. Criteria for evaluating the equity of proposed special tax formulas, and desirable and maximum limits on the special tax.

5. Definitions, standards and assumptions to be used for appraisals of the taxable property that will be the security for the bonds.

The City of Dublin’s proposed Policies are included as Exhibit A of Attachment 1 to this report. 2. Authorize a Deposit and Reimbursement Agreement In order to enter into agreements with the team of consultants that would be assisting the City with a possible CFD formation, the City must have a reimbursement agreement with the developer to assure that costs are borne by the developer and not the general taxpayer. Exhibit A of Attachment 2 is a proposed CFD Deposit and Reimbursement Agreement with SunCal that calls for an advanced deposit and subsequent actual cost deposits to provide for that assurance. With City Council’s approval, the agreement would be executed by the City Manager upon receipt of the petition. CFD Team City staff has assembled, via various Requests for Proposals/Qualifications, a team of expert consultants to assist in the proposed CFD formation process. Each of these consultants has reviewed the attached goals and policies, and concurs with them. These goals and policies provide a framework of standards for CFD formation while allowing the City, at its discretion, to waive any of the policies on a case-by-case basis to the extent permitted by law. The following is a list of the consultants and advisors selected by the City:

1. Financial Advisor – Fieldman, Rolapp and Associates (James Fabian) Assists with the all aspects of the proposed CFD formation and preparation for bond issuance.

2. Bond Counsel / Disclosure Counsel – Meyers Nave (Sam Sperry) Provides legal advice and consultation related to the formation of the proposed CFD, and prepares associated legal documents; prepares continuing disclosures to the bond market regarding any bond issues.

3. Special Tax Consultant – Goodwin Consulting Group (Susan Goodwin) Collects various data on the tax base in the proposed CFD, and assists in the development of appropriate special tax calculation and allocation methods.

4. Market Absorption Consultant - RCLCO/Real Estate Advisors (Robert Gardner) Performs study of the proposed development within the CFD, and prepares estimates, based on specified economic and demographic data, of the rates at which the finished products (lots or completed buildings or units) can be sold, relative to current and future market conditions.

5. Appraiser - Seevers Jordan Ziegenmeyer (Kevin Ziegenmeyer) Performs appraisal of the proposed CFD property in order to estimate its market value subject to the hypothetical condition improvements to be financed by the CFD. The

Page 4 of 4

estimate of value also considers the impact of the Lien of the Special Tax securing the Bonds.

6. Underwriter – Prager & Company (Craig Bettencourt) Assists in the structuring of the bond issue; markets and underwrites the bonds.

Tentative Schedule Assuming SunCal submits a CFD petition in the next several weeks, the City would likely schedule the next set of formal actions for City Council consideration during the March and April City Council meetings, as follows: March 3 (or 17)

1. Approve CFD boundaries 2. Identify types of facilities and services to be funded via the CFD 3. Declare intention to: a) Form CFD; b) Levy special tax; 3) Issue bonds 4. Approve Acquisition and Disclosure Agreement with SunCal 5. Set time and place of public hearing 6. Establish voting procedures

April 7 (or 21)

1. Public hearing to adopt CFD 2. Adopt resolution forming the CFD 3. Call and conduct landowner-voter election and declare results 4. Give first reading to ordinance authorizing levy of the special tax within the CFD

NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Adopting Local Goals and Policies for the City of Dublin’s

Use of the Mello Roos Community Facilities Act of 1982; and Exhibit A: City of Dublin, Local Goals and Policies Concerning Use of Mello-Roos Community Facilities Act of 1982

2. Resolution Authorizing the City Manager to Execute a Deposit and Reimbursement Agreement With Dublin Crossing Venture LLC; and Exhibit A: Deposit and Reimbursement Agreement

3. CFD Formation: Usual Sequence of Events

ATTACHMENT 1

RESOLUTION NO. xx – 15


OF THE CITY OF DUBLIN * * * * * * * * *

ADOPTING LOCAL GOALS AND POLICIES

FOR THE CITY OF DUBLIN’S USE OF THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982

WHEREAS, this City Council of the City of Dublin (the “City”) intends to undertake legal proceedings for establishment of a community facilities district (the “CFD”), the designation of an improvement area and the identification of property for future annexation, all pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”) and, subject to such proceedings and to thereafter obtaining the approval of the qualified electors of the CFD as required by the Act, to undertake legal proceedings for the authorization, issuance and sale, in one or more series, of special tax bonds or other debt obligations of the City, acting on behalf of the CFD (the “Obligations”), to be secured by a pledge of proceeds of the special tax to levied on taxable parcels within the CFD; and WHEREAS, in connection with such intention and in compliance with the requirements of Sections 53312.7 and 53345.8 of the Act, this City Council wishes to adopt local goals and policies applicable to the City’s use of the Act; and WHEREAS, a copy of the “Local Goals and Policies Concerning Use of the Mello-Roos Community Facilities Act of 1982” (the “Local Goals and Policies”) has been filed with the City Clerk of the City (the “City Clerk”) for consideration and adoption by this City Council, and a copy of the Local Goals and Policies is attached hereto as Exhibit A and by this reference incorporated herein; and WHEREAS, in compliance with the requirements of Sections 53312.7 and 53345.8 of the Act, this City Council wishes to adopt the Local Goals and Policies;

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby:

1) Determine that the Local Goals and Policies contain the matters required for compliance with Sections 53312.7 and 53345.8 of the Act; and

2) Adopt the Local Goals and Policies in the form on file with the City Clerk, a copy of which is attached hereto as Exhibit A.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote:


________________________________ Mayor

ATTEST: _______________________________________

City Clerk

Exhibit A

OHS West:260447767.2 41391-26 SS4

City of Dublin Local Goals and Policies Concerning Use of Mello-Roos Community Facilities Act of 1982 ═══════════════════════════════ The City Council (the “City Council”) of the City of Dublin (the “City”) has considered and hereby adopts the following in compliance with Section 53312.7 and 53345.8 of the Mello-Roos Community Facilities Act of 1982 (the "Act"). A. General Policy Respecting Use of the Act. As a matter of general policy, the City will utilize the Act for purposes of (1) acquiring and constructing and providing financing for all or a prescribed portion of the cost and expense of public capital improvements (“facilities”) to be owned by the City and any other local agency or public utility providing an essential governmental services to the City and its inhabitants and (2) financing all or a prescribed portion of the estimated cost and expense of maintaining and operating those facilities to be owned by the City to the extend permitted by the Act. In general, it will be the policy of the City not to provide for services which are not related to maintaining and operating the facilities which are financed, except where it may be beneficial and in furtherance of policies of the City to encourage commercial or residential development and to provide for such services on a consolidated and coordinated basis. It is expressly understood that the contents of these Local Goals and Policies constitute a statement of policies and shall not be construed to constitute a statement of legal requirements or limitations. The City shall look to the provisions of the Act or the City’s adopted municipal code for such legal requirements and limitations. B. Priorities for Use of Act. Reserving the right to make exceptions when circumstances warrant, the City establishes the following priority for use of the Act:

1. Facilities which provide a community-wide benefit to all inhabitants of the City;

2. Facilities needed to serve a community plan or specific plan area that is

currently deficient in off-site infrastructure needed to develop the area as planned; that is: "backbone" infrastructure to support already-approved community plan or specific plan areas;

3. Other facilities for which there is a clearly demonstrated public benefit but

which benefit is likely to be greater to specific sub-areas of the City rather than community-wide;

OHS West:260447767.2 41391-26 SS4

4. Other facilities permitted by the Act; and

5. The cost and expense of maintaining and operating any of the foregoing facilities.

C. Required Credit Quality. The City Council adopts the requirements of Section 53345.8 of the Act as sufficient minimum standards for the credit quality of any bonds issued pursuant to the Act. D. Disclosure to Property Purchasers. The City Council finds that the statutory requirements of disclosure to property purchasers contained in the Act, most notably, but not limited to, Sections 53328.3, 53328.5 (including the referenced sections of the California Streets and Highways Code), 53340.2 and 53341.5 adequately address this need, and no additional procedures need be imposed by the City. The City Council reserves the right to require additional disclosure procedures in any particular case. E. Requirements for Special Tax Formulas. Except in circumstances warranting a departure from the following, the proposed rate and apportionment of the special tax (the “Special Tax Formula”) for each community facilities district ("CFD") shall comply with the following criteria:

1. The Special Tax Formula shall be structured to produce sufficient annual special tax revenue to pay: (a) annual debt service on special tax bonds which have been issued, if any, (b) reasonable annual administrative expenses of the City in the administration of the special taxes and the bonds, if any, of the CFD and (c) the cost of any services and "pay as you go" programs funded by the CFD special tax. The foregoing shall not be construed to exclude other components which may be considered for inclusion in the annual special tax revenue.

2. Where appropriate, consideration may be given to providing for a backup

special tax to protect against unforeseen contingencies, including but not limited to unusual levels of delinquency in the payment of the special tax.

2. The Special Tax Formula may provide for an annual increase in the

maximum special tax for residential properties not to exceed two percent (2%) annually and shall provide for prepayment and discharge of that portion of the special tax obligation on any residential properties pertaining to debt service on special tax bonds, if any, as distinguished from that portion of the special tax obligation on such residential properties pertaining to services.

4. The total projected annual special tax revenues, less estimated annual

OHS West:260447767.2 41391-26 SS4

administrative expenses, should generally exceed the projected annual gross debt service on outstanding special tax bonds, if any, by ten percent (10%).

5. Absent circumstances warranting a departure from the following, all

property within the CFD not otherwise statutorily exempted or owned (or to be owned) by a public entity and to be benefited should bear its reasonable share of the special tax liability.

6. The rate and method of apportionment of the special tax shall be structured

to allocate and apportion the special taxes on the basis of reasonableness to all categories and classes of property within the CFD not statutorily exempted.

7. Absent circumstances warranting a departure from the following, the total

amount of projected ad valorem property tax and other direct and overlapping debt for the proposed CFD (including estimated CFD charges, projected benefit assessments, levies for authorized but unissued debt and any other anticipated municipal charges which may be included on a property owner's annual property tax bill), including the proposed maximum special tax, should not exceed two percent (2%) of the estimated market value for any single family home, condominium, town home or like residential unit.

F. Appraisal Standards. The Appraisal Standards for Land Secured Financings (the "Standards") published by the California Debt and Investment Advisory Commission, originally dated May 1994 and as amended July 2004, are adopted as the appraisal standards for the City.

ATTACHMENT 2

C-1



* * * * * * * * * AUTHORIZING THE CITY MANAGER TO EXECUTE A DEPOSIT AND

REIMBURSEMENT AGREEMENT WITH DUBLIN CROSSING VENTURE LLC

WHEREAS, in accordance with subsection (c) of Section 53318 of the California Government Code (the “Code”), a petition (the “Petition”) containing the matters prescribed by Section 53319 of the Code, has been filed with the City Clerk of the City of Dublin (the “City Clerk”) by Dublin Crossing Venture LLC (the “Developer”), and representing that the Developer is the sole owner of certain real property situated within the City of Dublin (the “City”) shown as Improvement Area No. 1 on an exhibit map attached to the Petition as Exhibit A thereto (the “Exhibit Map ”) and

WHEREAS, the Petition requests that proceedings be initiated and conducted pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following of the Code; hereafter in this resolution, the “Act”) to establish a community facilities district to be known as “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)” (“CFD No. 2015-1”), in order to provide for the financing of a portion of the cost and expense of acquiring, constructing and installing certain authorized public capital improvements and the reimbursement of certain authorized fees (the “Authorized CFD Public Improvements”); and

WHEREAS, subsection (d) of Section 53318 of the Code specifies that the Petition shall not be acted upon prior to the time that the City receives a deposit of funds sufficient to compensate the City for all costs incurred in conducting the requested proceedings; and

WHEREAS, to provide the terms and conditions under which (a) the Developer will make an initial deposit and subsequent deposits if needed, (b) the City will utilize the funds deposited to pay its costs to be incurred in conducting the requested proceedings (the “Proceedings Costs”), and (c) the City will include in its estimate of costs to be financed by CFD No. 2015-1, whether from bond proceeds or directly from proceeds of special taxes, the full amount of deposits made by the Developer for the payment of such Proceedings Costs, a form of Deposit and Reimbursement Agreement has been prepared, filed with the City Clerk and submitted to the members of this City Council for consideration at this meeting; and

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Deposit and Reimbursement Agreement and directs the execution and delivery thereof by the City Manager on behalf of the City; provided that, prior to such execution, the Deposit and Reimbursement Agreement may be modified to reflect changes mutually agreed upon by the City Manager and the

Developer, with such mutual agreement to be conclusively evidenced by execution of the Deposit and Reimbursement Agreement by both parties.

PASSED, APPROVED AND ADOPTED this 20th day of January, 2015, by the following vote:


________________________________ Mayor

ATTEST: _______________________________________

City Clerk

Exhibit A

Deposit and Reimbursement Agreement 1

City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing)

DEPOSIT AND REIMBURSEMENT AGREEMENT

Recitals

A. The parties to this Agreement are the CITY OF DUBLIN (the “City”), a

municipal corporation of the State of California (the “State”), and DUBLIN CROSSING

VENTURE LLC, a Delaware limited liability company (the “Developer”).

B. The effective date of this Agreement shall be the date on which the City receives

a signed petition as described in paragraph C.

C. The City has provided the Developer with a form of petition (the "Petition"), and

the Developer has indicated its intention to sign and submit the Petition to the City, requesting

that the City initiate and conduct proceedings for establishment of a community facilities

district, pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”) to be known

as “Community Facilities District No. 2015-1, City of Dublin, County of Alameda, State of

California” (“CFD No. 2015-1”), and to issue and sell special tax bonds of the City, acting on

behalf of CFD No. 2015-1 (the “Bonds”) pursuant to the Act upon the security of the unpaid

special tax revenues derived from the levy of the landowner-voter approved special tax levied

upon the taxable property in CFD No. 2015-1 to finance the cost and expense of acquiring,

constructing and installing certain authorized public capital improvements and the

reimbursement of certain authorized fees (together, the “Authorized CFD Public

Improvements”).

Attached to the Petition as Exhibit A is a proposed boundary map for CFD No.

2015-1, which shows the entirety of the area ultimately to be included in CFD No. 2015-1, with

Exhibit A


a specified portion of that area to be designated as “Improvement Area No. 1,” as delineated by

a boundary line shown on Exhibit A, and with the remainder of the area, shown with a cross-

hatched pattern and designated as “Future Annexation Area.” The Petition further requests that

(a) the initial boundary of CFD No. 2015-1 be established to include only Improvement Area

No. 1 and (b) the future annexation of sequential portions of the Future Annexation Area be

approved by proceedings of the City Council to be conducted pursuant to Chapter 3.5 of the

Act concurrently with the proceedings for the establishment of CFD No. 2015-1.

D. In the event the City is able to accomplish sale and delivery of the Bonds on

terms and conditions satisfactory to the City, the City intends to utilize the proceeds of sale

thereof to (1) reimburse the Developer for any deposit made pursuant to this Agreement and (2)

finance the acquisition, construction and installation of and the reimbursement for the

Authorized CFD Public Improvements, including certain authorized incidental expenses of

CFD No. 2015-1 and the Authorized CFD Public Improvements, together with the costs of

issuance of the Bonds.

With respect to the issuance of the Bonds, the parties hereby expressly

acknowledge that the Bonds will be issued in separate and sequential series, with each series of

the Bonds to be payable from and secured solely by the special taxes levied upon and collected

with respect to taxable property situated within a specified improvement area, with the first such

series of Bonds to be payable from and secured solely by the special taxes to be levied upon and

collected with respect to taxable property situated within Improvement Area No. 1.

E. In consideration for the mutual undertakings of the parties stated herein, the

parties agree as follows:

Exhibit A


Agreement

1. The foregoing Recitals are true and correct, and the parties expressly so

acknowledge.

2. The City agrees to establish and maintain a special fund to be known as the

“Dublin Crossing Development Fund” for CFD No. 2015-1 (the “Dublin Crossing Fund”).

Forthwith following execution of this Agreement, the Developer agrees to make an initial

deposit in the amount of $50,000 to be deposited by the City in the Dublin Crossing Fund.

From the proceeds of the initial deposit and all subsequent deposits, if any, made by the

Developer, the City is authorized to disburse amounts from the Dublin Crossing Fund, from

time to time, to pay preliminary and incidental costs and expenses incurred by the City in

connection with the City’s proceedings to implement the proposed financing. Without limiting

the generality of the foregoing, the City may disburse amounts from said fund to pay third party

invoices from consultants retained by the City to assist the City in the implementation of the

proposed financing.

In the event that the balance in said fund is drawn down to an amount of less than

$5,000, the City may notify the Developer of such fact, and the Developer shall forthwith cause

the City to be provided with an additional deposit as requested by the City to assure the

continued availability of funds for the payment of such preliminary expenses.

3. The City agrees to proceed with all due diligence in conducting and completing

the legal proceedings, leading to recording of a notice of special tax lien respecting the special

tax obligation imposed upon the various taxable parcels of land within Improvement Area No. 1

of CFD No. 2015-1, as a foreclosable lien upon such parcels. In preparing the estimate of the

costs and expenses to be financed by the special tax and the Bonds, the City shall include an

Exhibit A


amount estimated to be sufficient to reimburse the Developer for the full amount of the

deposits made and to be made by the Developer pursuant to this Agreement. Thereafter, but

only to the extent determined by the City to be feasible on the basis of the City’s policies

respecting the limitation of the principal amount of bond financing as a fraction of the appraised

market values of taxable property within CFD No. 2015-1, the City agrees to make allowance in

the sizing of the Bonds for the reimbursement of such deposits; provided that it is expressly

acknowledged by the Developer that this provision shall not be construed to obligate the City to

provide for such reimbursement if doing so would result in non-compliance with the City’s

policies respecting the limitation on the principal amount of bond financing as a fraction of the

appraised market values of the subject taxable property within CFD No. 2015-1, and under no

circumstances shall the City be obligated to provide for such reimbursement from any source

other than the proceeds of sale of the Bonds of CFD No. 2015-1.

4. Subject to compliance with the City’s policies, the City shall utilize its best efforts

to implement the proposed establishment of CFD No. 2015-1, to designate the Future

Annexation Area, and to accomplish issuance and sale of the Bonds to finance the authorized

purposes of CFD No. 2015-1, including but not limited to reimbursement to the Developer for

any deposits made by the Developer pursuant to this Agreement and to acquire, construct and

install the Authorized CFD Public Improvements. The Developer acknowledges that the City

Council of the City (the “City Council”) retains complete discretion over the terms and

conditions of issuance of the Bonds and that if for any reason the Bonds are not issued on terms

and conditions deemed satisfactory to the City, the Developer will have no right to recover any

amounts deposited hereunder. If the City Council determines to abandon the proceedings for

the formation of CFD No. 2015-1 or the issuance and sale of the Bonds, any amounts deposited

Exhibit A


by the Developer hereunder which have not been spent and which are not held to cover future

payments for which the City is obligated will be returned to the Developer.

5. In discharging its obligation to use its best efforts to accomplish a public offering

and sale of the Bonds, the City intends to accomplish such offering and sale through a

negotiated sale to Prager & Co., LLC, the bond underwriting firm which has been selected by

the City (the “Underwriter”). To enable the City, the City’s Disclosure Counsel, the City’s

Financial Advisor and the other financing professionals for CFD No. 2015-1, to prepare an

Official Statement to be utilized in connection with Underwriter’s public offering of the Bonds,

the Developer agrees to provide such financial information, property value and ownership

information, appraisal reports, development plan and development financing plan information,

and such other information as the City, Disclosure Counsel, the Financial Advisor and the

Underwriter may consider material in connection with preparing the Official Statement and

determining feasibility and structure of the proposed bond issue. Such reports and information

shall be provided to the City, Disclosure Counsel, the Financial Advisor and to the Underwriter,

and the actual cost and expense of the Developer shall be eligible for reimbursement from

proceeds of sale of the Bonds, provided that sufficient allowance has been made in the cost

estimate and bond sale for that purpose.

Signatures to follow on next Page

Exhibit A


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their authorized representatives as of the effective date stated above.

CITY OF DUBLIN

By Christopher L. Foss

City Manager Attest: City Clerk By Caroline Soto

DEVELOPER Dublin Crossing Venture LLC, a Delaware limited liability company By:

(Name) (Title)

2372439.1

1. Sell and deliver bonds andreceive bond proceeds

2. Initiate construction oracquisition

3. Commence activities toadminister debt, levy andcollect special taxes andcomply with continuingdisclosure requirements

BEGIN

HERE

PETITION INITIATED CFD

1. 10% Landowners2. 10% Registered voters3. Payment of pre-formation

costs

Usual Sequence of Eventsfor Mello Roos

Community Facilities Districts

(Commencing with Section 53311of the Government Code)

If no majority protest, resolutions adopted to form CFD* by:1. Establishing boundaries2. Determining necessity to incur bonded indebtedness3. Authorizing levy of special tax4. Approving types of facilities and services5. Setting election

If more than 50% of registered voters (at least 6), or if theowners of more than 50% of the land area protest, thenCFD abandoned for one year. If majority protest onlyagainst specific facilities, services or special tax,only that facility, service or tax must be dropped.

* Environmental review should be completed before formation of CFD

LEGISLATIVE BODYCOMMENCES PROCEEDINGS

1. Adopt Goals and Policies2. Adopt resolutions to:

a. Approve boundariesb. Designate name of CFDc. Identify types of facilities &

servicesd. Declare Intention to:

1) Form CFD2) Levy special tax3) Issue bonds

e. Set time and place ofpublic hearing

f. Establish voting procedures

Within 90 days

Prepare Report

Public hearing held notless than 30 days ornot more than 60 daysfrom adoption ofResolution of Intention

REQUIRED -- Publish notice(not later than 7 days beforePublic Hearing)OPTION -- Mailed notice(not later than 15 days beforePublic Hearing)

PUBLIC HEARINGMay be continued up to 30 days, or with finding up to 6 months.

LOCAL AGENCY INITIATED CFD

1. Written request of 2members of legislativebody, or

2. Majority approval oflegislative body

1. Record Notice of Special Tax Lien2. Initiate validation proceedings, if necessary3. 30 day statute of limitations

ACTIONS BY LEGISLATIVE BODY

GENERAL ELECTION or SPECIAL ELECTION90/180 days from Resolution of Formation

(unless time period shortened by 100% of electors)

2/3 vote required(if less than 12 registered votersor if no tax on residential property-- landowner election)

ELECTION

Voters consider:1. Levy of Special Tax2. Establish appropriations limit3. Authorize issuance of bonds

1. Certify election results2. Enact ordinance to levy

special tax3. Authorize issuance of bonds4. Approve Preliminary Official

Statement and ContinuingDisclosure Agreement

Fieldman, Rolapp & Associates 19900 MacArthur Blvd., Suite 1100 Irvine, CA 92612 Phone: 949.660.7300 Fax: 949.474.8773 www.fieldman.com © 2004