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Home My WebLink AboutMINUTES - 04012025 - BOS Complete Min PktMeeting Minutes CONTRA COSTA COUNTY BOARD OF SUPERVISORS Supervisor John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Ken Carlson, District IV Supervisor Shanelle Scales-Preston, District V Clerk of the Board (925) 655-2000 clerkoftheboard@cob.cccounty.us 9:00 AMTuesday, April 1, 2025 1.CALL TO ORDER; ROLL CALL District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Ken Carlson, and District V Supervisor Shanelle Scales-Preston Present: 2.PLEDGE OF ALLEGIANCE 4.Inspirational Thought- "Education is simply the soul of a society as it passes from one generation to another." ~G.K.Chesterton 5. Motion:Burgis Scales-PrestonSecond: District I Supervisor Gioia, District II Supervisor Andersen, District III Supervisor Burgis, District IV Supervisor Carlson, and District V Supervisor Scales-Preston Aye: Result:Passed 6.PRESENTATIONS PR.1 PR.2 Page 1 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 PR.3 7.DISCUSSION ITEMS D.1.HEARING to consider adopting the attached Traffic Resolution No. 2025/4544, approving and authorizing the renaming of West Grove Avenue to “Jimmy McCracklin Way”, as recommended by the Public Works Director, North Richmond area. (100% Road Funds) (Monish Sen, Public Works Department) 25-1216 Attachments:Traffic Resolution 2025-4544 Signed Traffic Resolution 2025-4544 Adopted Motion:Gioia District I Supervisor Gioia, District II Supervisor Andersen, District III Supervisor Burgis, District IV Supervisor Carlson, and District V Supervisor Scales-Preston Aye: Result:Passed D.2.CONDUCT interviews of finalists for the position of Auditor-Controller, CONSIDER appointing an Auditor-Controller to fill the unexpired term of Robert Campbell on the occasion of his March 30, 3025 retirement, and provide direction to staff. (Ann Elliott, Human Resources Director) 25-1217 Attachments:Auditor Controller Brochure P Karumbi application-Form 700 D Schmidt application -form 700_Redacted The Board conducted the interviews . The Board will discuss at it's April 15, 2025 meeting whether to designate one of Assistant Auditor-Controllers as Interim or appoint an Interim Auditor-Controller. They will further discuss the option of making the position an appointed one or leave it as an elected one . D.3 CONSIDER consent item previously removed. There were no consent items removed for discussion . D.4 PUBLIC COMMENT (2 Minutes/Speaker) Medi Barounmand said that while we often bring complaints to the Board, it is wise to address the other side of the coin and he thanked the Board and County employees for all that they do; Vincent Moita spoke on the land use restrictions and particular acreages included in County's Urban Limit Line. He requests that his property be included in the current Marsh Creek Plan; Don Seta, Measure X Advisory Committe, recognized that April 19th is the 250th anniversary of the beginning of the American Revolution; Anthony Bospring inquired when the public could look forward to hearing a presentation from the new Animal Services Director, Ben Winkleback . Page 2 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 Animal Services will be presenting at the budget hearings, April 28th &29th, 2025. D.5 CONSIDER reports of Board members. 11:00 A.M. 31st Annual Cesar E. Chavez Commemorative Celebration 8.ADJOURN Adjourned today's meeting at 1:49 p.m. 9.CONSENT CALENDAR Airport CONSIDER CONSENT ITEMS A motion was made to approve the Consent Agenda. The motion carried by the following vote: District I Supervisor Gioia, District II Supervisor Andersen, District III Supervisor Burgis, District IV Supervisor Carlson, and District V Supervisor Scales-Preston Aye: Result:Passed C.1.APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a month-to-month shade hangar rental agreement with N18MD Aviation LLC, for a south-facing shade hangar at Buchanan Field Airport effective February 15, 2025, in the monthly amount of $149, Pacheco area. (100% Airport Enterprise Fund) 25-1205 Attachments:Shade Hangar Rental Agmt approved Board Standing Committees (referred items) C.2.ACCEPT report on the Auditor-Controller's audit activities for 2024, APPROVE the proposed schedule of financial audits for 2025, and REFER to the Internal Operations Committee a review of the County's policy on incentives for County programs and services, as recommended by the Internal Operations Committee. 25-1206 Attachments:2024 Audit Activities and Schedule of 2025 Audits Page 3 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 approved C.3.ACCEPT the 2023/24 annual report from the Public Works Director on the Internal Services Fund and status of the County's Vehicle Fleet and disposition of low-mileage vehicles, as recommended by the Internal Operations Committee. (No fiscal impact) 25-1207 Attachments:FY23-24 Fleet Internal Services Fund Report approved Board of Supervisors (district offices) C.4.AUTHORIZE an additional proposed fiscal year 2026 Community Project Funding request for the West County Veterans Buildings and include the approved project in the County's adopted fiscal year 2025-26 Federal Legislative Platform, as recommended by Supervisor Gioia . 25-1208 approved Clerk of the Board C.5.ADOPT Resolution No. 2025-95 declaring April 2025 as Child Abuse Prevention Month in Contra Costa County, as recommended by the Employment and Human Services Director. RES 2025-95 Attachments:Resolution 2025-95 adopted C.6.ADOPT Resolution No. 2025-96 recognizing National Doctors' Day, as recommended by the Interim Health Services Director. RES 2025-96 adopted C.7.ADOPT Resolution No. 2025-98 declaring April 9, 2025, as Education & Sharing Day, in Contra Costa County, as recommended by Supervisor Gioia. RES 2025-98 Attachments:Resolution 2025-98 adopted C.8.ADOPT Resolution No. 2025-99 recognizing Aalia Bachar as the 2025 Youth Hall of Fame Awardee for Innovation and Empowerment Rising Star, as recommended by the Cesar Chavez Committee . RES 2025-99 Attachments:Resolution 2025-99 adopted C.9.ADOPT Resolution No. 2025-100 recognizing Maddox Lindsey- Pedraza as the 2025 Youth Hall of Fame Awardee for Perseverance Rising Star, as recommended by the Cesar Chavez Committee . RES 2025-100 Attachments:Resolution 2025-100 Page 4 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 adopted C.10 . ADOPT Resolution No. 2025-101 recognizing Megan Reese Dowdy as the 2025 Youth Hall of Fame Awardee for Volunteerism, as recommended by the Cesar Chavez Committee. RES 2025-101 Attachments:Resolution 2025-101 adopted C.11 . ADOPT Resolution No. 2025-102 recognizing Kaelyn Matthis as the 2025 Youth Hall of Fame Awardee for Perseverance, as recommended by the Cesar Chavez Committee. RES 2025-102 Attachments:Resolution 2025-102 adopted C.12 . ADOPT Resolution No. 2025-103 recognizing Karlina J. Meyer as the 2025 Youth Hall of Fame Awardee for Leadership & Civic Engagement, as recommended by the Cesar Chavez Committee. Attachments:Resolution 2025-103 adopted C.13 . ADOPT Resolution No. 2025-104 recognizing Hope Huffmaster as the 2025 Youth Hall of Fame Rising Star Awardee for Volunteerism, as recommended by the Cesar Chavez Committee. RES 2025-104 Attachments:Resolution 2025-104 adopted C.14 . ADOPT Resolution No. 2025-105 recognizing Christophe Davis as the 2025 Cesar Chavez Teamwork Award Winner, as recommended by Cesar Chavez Committee. RES 2025-105 Attachments:Resolution 2025-106 adopted C.15 . ADOPT Resolution No. 2025-106 recognizing Johann Webber as the 2025 Cesar Chavez Innovation and Empowerment Award Winner, as recommended by Cesar Chavez Committee. RES 2025-106 adopted C.16 . ADOPT Resolution No. 2025-107 recognizing Arianna Shirin Bustamente as the 2025 Cesar Chavez Good Samaritan Award Winner, as recommended by the Cesar Chavez Committee. RES 2025-107 Attachments:Resolution 2025-107 adopted C.17 . ACCEPT the resignation of Clearnise Bullard, DECLARE a vacancy in the Private/Non Profit Alternate #1 seat on the Economic Opportunity 25-1195 Page 5 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 Council for a term ending June 30, 2025 and DIRECT the Clerk of the Board to post the vacancy, as recommended by the Employment and Human Services Director. Attachments:Vacancy Notice approved C.18 . ACCEPT the resignation of Terri Tobey effective immediately; DECLARE a vacancy in the District II Seat on the In-Home Supportive Services Public Authority Advisory Committee, and DIRECT the Clerk of the Board to post the vacancy, for a term ending May 25, 2026, as recommended by Supervisor Andersen. 25-1196 Attachments:Vacancy Notice approved C.19 . ACCEPT the resignation of Maxwell Prost, DECLARE a vacancy in Youth Representative Seat 2 on the Juvenile Justice Coordinating Council for a term ending October 22, 2026, and DIRECT the Clerk of the Board to post the vacancy, as recommended by the County Probation Officer. 25-1197 Attachments:Vacancy Notice approved C.20 . APPOINT Beatriz Lainez to the District IV Seat 1 and Don S. Seta to District IV Seat 2 on the Measure X Community Advisory Board for terms ending on March 31, 2027, as recommended by Supervisor Carlson. 25-1198 approved C.21 . APPOINT Nicole Bilich, Human Resources Manager, to the Management Seat #1 on the Advisory Council on Equal Employment Opportunity for a term ending November 30, 2025 as recommended by the County’s Equal Employment Opportunity (EEO) Officer. 25-1199 Attachments:Bilich Nicole (ACEEO) 02-27-25 OOC approved C.22 . APPOINT Dennisha Marsh to the District V, Seat 2 on the Measure X Community Advisory Board, for a term ending March 31, 2027, as recommended by Supervisor Scales-Preston. 25-1200 approved C.23 . APPOINT Len Welsh to the District 1 seat for the Assessment Appeals Board for a term ending on September 5, 2027 25-1201 Attachments:Welsh, Len (AAB) 02-25-25 approved Page 6 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 C.24 . APPOINT Warren Ritter to the District V, Alternate Seat on the Measure X Advisory Board for a term ending on March 31, 2027, as recommended by Supervisor Scales-Preston. 25-1202 approved C.25 . APPOINT Sherina Criswell to the At-Large Alternate Seat on the Contra Costa Commission for Women and Girls with a term expiring February 28, 2026, as recommended by the Family and Human Services Committee. 25-1203 Attachments:Criswell Sherina Application_Redacted CCCWG Roster approved C.26 . REAPPOINT Willie Robinson to the County West Subregion seat on the Affordable Housing Finance Committee to a new three-year term that will expire on June 30, 2028, as recommended by the Internal Operations Committee. 25-1204 Attachments:IOC 3.24.25 - AHFC Packet_Attachments Only approved Conservation & Development C.27 . APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute legal documents to provide a Community Development Block Grant loan of $1,000,000 to 425 Civic Center, LP, a California limited partnership, to acquire, convert, and rehabilitate an existing Motel 6 located at 425 24th Street in the City of Richmond to become permanent supportive affordable housing apartment units. (100% Federal funds) 25-1187 Attachments:Civic Center CDBG Loan Agreement Civic Center Deed of Trust Civic Center Intercreditor Agreement (with City of Richmond) Civic Center Promissory Note Civic Center Regulatory Agreement approved C.28 . APPROVE an allocation of $25,000 from the Livable Communities Trust and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract with Moraga Community Foundation for the Chalda Way and Rheem Boulevard Crosswalk Enhancement Project in the Town of Moraga, as recommended by Supervisor Andersen. (100% Livable Communities Trust funds, District II portion) 25-1188 Attachments:LCT Project List March19.25 approved Page 7 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 C.29 . APPROVE modifications to contingencies related to an award of FY 2022/23 Permanent Local Housing Allocation funds and FY 2024/25 Measure X funds for the Choice in Aging Senior Housing Project located at 490 Golf CLub Road in Pleasant Hill, as recommended by the Conservation and Development Director. (100% State and Local funds) 25-1189 approved C.30 . RATIFY execution of a Subordination Agreement and Estoppel Certificate to a new bank loan for the Acalanes Court development located at 1988 Trinity Avenue, Walnut Creek, as recommended by the Conservation and Development Director. (No fiscal impact) 25-1190 Attachments:Estoppel Certificate County Subordination Agreement approved County Administration C.31 . ADOPT Resolution No. 2025-94 authorizing the issuance and sale of "Pittsburg Unified School District, General Obligation Bonds, Election of 2024, Series A (2025)" in an amount not to exceed $45,000,000 by the Pittsburg Unified School District on its own behalf pursuant to Sections 15140 and 15146 of the Education Code, as permitted by Section 53508.7(c) of the Government Code, as recommended by the County Administrator. RES 2025-94 Attachments:District Resolution Resolution 2025-94 adopted C.32 . AUTHORIZE and APPROVE the County Administrator, or designee, to execute a construction contract with Sletten Construction Company, a Montana Corporation, in the amount of $19,980,000 for the construction of 56 ADA accessible beds, associated ADA compliant path of travel and other ADA improvements as part of the West County Accessible Room Conversion (WARC) project. (100% General Fund) 25-1191 approved County Counsel C.33 . APPROVE amendments to the List of Designated Positions of the Health Services Department's Conflict of Interest Code, as recommended by County Counsel. 25-1192 Attachments:Exhibit A - List of Designated Positions Exhibit B - List of Designated Positions - REDLINED approved C.34 . APPROVE amendments to the List of Designated Positions of the Office of the District Attorney's Office Conflict of Interest Code, as 25-1193 Page 8 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 recommended by County Counsel. Attachments:Exhibit A - List of Designated Positions Exhibit B - List of Designated Positions - REDLINED approved C.35 . APPROVE and AUTHORIZE the County Counsel, or designee, to execute a contract amendment with Sophus Consulting, to increase the payment limit by $100,000 to a new payment limit of $298,414, for additional case management software implementation services, with no change in the term ending June 20, 2025.(100% General Fund) 25-1194 approved District Attorney C.36 . APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the District Attorney, a purchase order and related license agreement with Amped Software USA., Inc. in an amount not to exceed $2,475 for the continued usage of a proprietary forensic image and video processing software for investigative purposes for the period April 1, 2025 through March 31, 2026. (100% General Fund) 25-1185 approved C.37 . APPROVE and AUTHORIZE the District Attorney, or designee, to execute a Participation License Agreement with Pacific Coast Farmers’ Market Association for conducting community outreach on April 8, 2025 during the 2025 National Crime Victims’ Rights Week. (100% State) 25-1186 approved Employment & Human Services C.38 . APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept an additional grant in the amount of $2,700 and execute a contract amendment with the Contra Costa County Office of Education for the State Preschool Quality Matters program, with no change to the term. (100% Contra Costa County Office of Education) 25-1213 approved C.39 . APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a non-financial Memorandum of Understanding with Aliados Health, La Clinica de La Raza, Inc ., Lifelong Medical Care, and Brighter Beginnings, for facilitating Medi-Cal application referrals for the period January 1, 2025 through June 30, 2028. (No fiscal impact) 25-1214 approved Page 9 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 C.40 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Employment and Human Services Director, a purchase order with R-Computer, Inc., in an amount not to exceed $43,860, for the purchase of GoAnimate, Inc’s Vyond Platform providing e-learning materials for workers in the field, for the period February 1, 2025 through January 31, 2027. (54% Federal, 38% State, 8% County) 25-1215 approved Health Services C.41 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Carmen Lam, DO, in an amount not to exceed $400,000 to provide medical consultation services to the Contra Costa Health Plan Medical Management Team with regard to the Contra Costa Health Plan’s policies, procedures and utilization management for the period March 1, 2025 through February 28, 2026. (100% Contra Costa Health Plan Enterprise Fund II) 25-1169 approved C.42 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Environmental Innovations, Inc ., to pay County an amount not to exceed $10,000; and execute a contract with Resource Innovations, Inc., to act as an outreach partner for the MCE Small Business Energy Advantage Program to increase access to energy efficiency upgrades in underserved communities for the period October 16, 2024 through December 31, 2025. (No County match) 25-1170 approved C.43 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract amendment with Ride Roundtrip, Inc ., to increase the payment limit by $5,500,000 to an amount not to exceed $20,000,000 for additional hosted software application system access for transportation coordination, scheduling, and dispatch services for Medi-Cal patients with no change in the term which includes successive 1-year period renewals until terminated. (69% Contra Costa Health Plan Enterprise Fund II; 16% Hospital Enterprise Fund I;15% Health Care for the Homeless/Health Resources and Services Administration) 25-1171 approved C.44 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract amendment with Focus Strategies, to increase the payment limit by $149,000 to an amount not to exceed $299,000 and extend the term through February 28, 2026 for additional consultation and technical assistance services for the Health, Housing and Homeless Services Division with regard to implementation of a data integration workflow analysis for the Coordinated Entry Housing Needs 25-1172 Page 10 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 Assessment Replacement Project. (100% Homeless Housing, Assistance and Prevention Grant funds) approved C.45 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Datastat, Inc., in an amount not to exceed $405,000 to provide Consumer Assessment of Healthcare Provider and Systems surveys to Contra Costa Health Plan members and County recipients for Contra Costa Health Plan accreditation and regulatory compliance for the period December 1, 2024 through November 30, 2027. (100% Contra Costa Health Plan Enterprise Fund II) 25-1173 approved C.46 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract amendment with Child’s Play Therapy Services, P.C., to increase the payment limit by $500,000 to an amount not to exceed $800,000 for additional occupational and speech therapy services with no change in the term ending March 31, 2026. (100% Contra Costa Health Plan Enterprise Fund II) 25-1174 approved C.47 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Melissa Rossi, LPCC, in an amount not to exceed $270,000 to provide Medi-Cal specialty mental health services to members 18 years and older in Contra Costa County for the period April 1, 2025 through June 30, 2026. (50% Federal Medi-Cal; 50% State Mental Health Realignment) 25-1175 approved C.48 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Sitasma Inc (dba Indira Care Home Health), in an amount not to exceed $300,000 to provide home health care services for Contra Costa Health Plan members and County recipients for the period April 1, 2025 through March 31, 2028. (100% Contra Costa Health Plan Enterprise Fund II) 25-1176 approved C.49 . APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Diana Oliveira Urcuyo (dba Fit and Healthy Nutrition), in an amount not to exceed $450,000 to provide dietitian services to Contra Costa Health Plan members and County recipients for the period April 1, 2025 through March 31, 2028. (100% Contra Costa Health Plan Enterprise Fund II) 25-1177 approved Page 11 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 C.50 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $11,000 for the period of October 1, 2024 through December 7, 2026; and RATIFY the execution of a rental agreement for Brookside Adult Shelter for the period of December 8, 2021 through December 7, 2026. (100% Medi-Cal Administrative Activities Fund) 25-1178 Attachments:Rental Agreement approved C.51 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $8,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Calli House Youth Shelter for the period of December 17, 2021 through December 16, 2026. (100% Medi-Cal Administrative Activities) 25-1179 approved C.52 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $14,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Concord Adult Shelter for the period of December 17, 2021 through December 16, 2026. (100% Medi-Cal Administrative Activities) 25-1180 Attachments:Rental Agreement approved C.53 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $10,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Phillip Dorn Medical Respite Shelter for the period of December 17, 2021 through December 16, 2026. (100% Medi-Cal Administrative Activities) 25-1181 Attachments:Rental Agreement approved C.54 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with R-Computer, Inc. in an amount not to exceed $58,600 for remote device-to-device support software for the period March 15, 2025 through March 15, 2028, and the TeamViewer End-User License Agreement with TeamViewer Germany GmbH. (100% Hospital Enterprise Fund I) 25-1182 Page 12 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 Attachments:License Agreement approved C.55 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with Alcon Vision, LLC in an amount not to exceed $50,211 and a Sales Order Agreement for the purchase of an Argos Biometer for the Pittsburg Health Center. (100% Hospital Enterprise Fund I) 25-1183 Attachments:Sales Order Agreement approved C.56 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with Becton Dickinson (BD) and Company in an amount not to exceed $199,000 and a BD Acquisition Agreement for the rental of SlidePrep and PrepMate, and the purchase of service, preventive maintenance, accessories, and consumables for the Contra Costa Regional Medical Center effective the date of last signature and for three years thereafter. (100% Hospital Enterprise Fund I) 25-1184 Attachments:Acquisition Agreement approved Human Resources C.57 . ADOPT Position Adjustment Resolution No. 26419 to reassign one (1) Secretary-Advanced Level (represented), one (1) Assistant Director of Health Services (unrepresented), and two (2) Pre-Hospital Care Coordinators (represented) to the Emergency Medical Services Division in the Health Services Department. (Cost shift, 100% Service Area EM-1 Zone B) (represented) 25-1218 Attachments:PAR 26419 - Reassign 4 Positions to EMS PAR 26419 - Attachment A - HR Recommendation Signed PAR 26419 approved C.58 . ADOPT Ordinance No. 2025-08 amending Section 33-5.313 of the County Ordinance Code to exempt from the merit system the new classification of Health Services Chief Financial Officer-Exempt. (No fiscal impact) 25-1219 Attachments:Ordinance 2025-08 Signed Ordinance 2025-08 approved Information and Technology Page 13 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 C.59 . APPROVE and AUTHORIZE the Chief Information Office, or designee, to execute a contract amendment with Amazon Web Services Inc . to extend the term through April 3, 2027, with no change to the payment limit of $500,000, to continue providing data hosting services. (100% User Departments) 25-1209 approved Library C.60 . APPROVE and AUTHORIZE the County Librarian to close the Walnut Creek Library to the public at 3:00 p.m. instead of the regular close time of 5:00 p.m. on Saturday, April 26, 2025, to host the annual fundraising event, as requested by the Walnut Creek Library Foundation. (No fiscal impact) 25-1166 approved Probation/Reentry and Justice C.61 . APPROVE and AUTHORIZE the Chief Probation Officer, or designee, to execute a contract with Antioch Unified School District in an amount not to exceed $1,149,425 to provide a school based restorative justice program for the period January 1, 2025 through December 31, 2027. (100% Measure X) 25-1167 approved C.62 . APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Probation Department, a purchase order and Master Services Agreement with UKG Kronos Systems, LLC, in an amount not to exceed $3,285 to transition its timekeeping software to the UKG cloud for the period December 20, 2025 to December 19, 2026. (100% General Fund) 25-1168 approved Public Works C.63 . ADOPT Resolution No. 2025-93 approving and authorizing the Public Works Director, or designee, to fully close a portion of Alexander Street between Alhambra Street and 271 Alexander Street, on April 13, 2025, from 8:00 a.m. through 5:00 p.m., for the purpose of replacing two utility poles, overhead lines and a transformer, Crockett area. (No fiscal impact) RES 2025-93 adopted C.64 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with JCA-AET JV, in an amount not to exceed $5,000,000 to provide on-call architectural services for various County facilities projects, for the period April 1, 2025 through March 31, 2028 with a one-year extension option to March 31, 2029, Countywide. (100% 25-1146 Page 14 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 Various Funds) approved C.65 . APPROVE and AUTHORIZE the Public Works Director, or designee, to authorize the County’s participation in the Charging Smart program, administered by the International Renewable Energy Council, to advance County electric vehicle charging infrastructure goals, effective April 1, 2025 through March 10, 2029, Countywide. (No fiscal impact) 25-1147 Attachments:Charging Smart Consultation Contra Costa County Commitment Letter Charging Smart approved C.66 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Consulting Associates of California, in an amount not to exceed $350,000, to provide on-call industrial hygiene services for various County facilities projects, for the period April 1, 2025 through March 31, 2028 with a one-year extension option to March 31, 2029, Countywide. (100% Various Funds) 25-1148 approved C.67 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a lease with Anthem Yacht Club and Marina, LLC, for the following properties located in Oakley: (i) approximately 2,026 square feet of office space located at 75 Lauritzen Lane, (ii) a 13,986 square foot parking lot located at 70 Lauritzen Lane, (iii) a 1,540 square foot warehouse located at 60B Lauritzen Lane, (iv) a portion of the marina known as the Lauritzen Yacht Harbor, and (v) off-street parking, for the Sheriff-Coroner Marine Patrol for a term of five years, with two options to renew for an additional two years, at an initial annual rent of $105,933, with annual increases thereafter. (100% General Fund) 25-1149 Attachments:75 Lauritzen Lane_Lease Agreement Final approved C.68 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a lease with Lippow Development Company, for approximately 6,320 square feet of office space located at 611 Las Juntas Street, Martinez for the District Attorney’s Office, for a term of three years with two options to renew for an additional one year for each option, at an initial annual rent of $89,736 with annual increases thereafter. (100% AB 109 Reserve Funding) 25-1150 Attachments:611 Las Juntas CAM Lease_Final approved C.69 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Blankinship, a Bowman Company, in an 25-1151 Page 15 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 amount not to exceed $715,000 to provide on-call professional stormwater quality services for the Aquatic Pesticides and the stormwater compliance requirements for the period of April 1, 2025 through March 31, 2028, Countywide. (80% Joint Exercise of Powers Agreement agencies and 20% Stormwater Utility Area Assessment Funds) approved C.70 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Haley & Aldrich, Inc., in an amount not to exceed $190,000 to provide on-call professional stormwater quality services for a variety of stormwater compliance requirements for the period of April 1, 2025 through March 31, 2028, Countywide. (100% Stormwater Utility Area Assessment Funds) 25-1152 approved C.71 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Wood Rodgers, Inc., effective January 1, 2025, to increase the payment limit by $400,000 to a new payment limit of $1,200,000 and to extend the term through March 31, 2027, for on-call structural engineering services, Countywide. (100% Various Funds) 25-1153 approved C.72 . APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a second amendment to lease with Helge Theiss-Nyland and Patricia Theiss-Nyland, Trustees of the Helge Theiss-Nyland and Patricia Theiss-Nyland 2006 Trust, that will extend the term of the lease for five years for approximately 620 square feet of office space located at 2101 Vale Road, in San Pablo for Veterans Services, at an initial annual rent of $18,120 with annual increases thereafter. (100% General Fund) 25-1154 Attachments:2101 Vale Road_Second Amend_Final approved C.73 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the County, a Participating Addendum with Kimball Midwest, in an amount not to exceed $2,500,000, for the purchase of hardware, operations supplies, equipment with related products and services for use by Public Works Facilities Division, during the period of April 1, 2025 through October 31, 2027, under the terms of the Master Contract awarded by Omnia Partners and the Region 4 Education Service Center, Countywide. (100% User Departments) 25-1155 Attachments:24-08_Kimball_MAD_2024_10_25_Combined_Redacted Participating Addendum Contractor Kimbal Midwest (Contract #R240806) approved Page 16 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 C.74 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with Crafco, Inc. / PMSI, effective April 25, 2025, to increase the payment limit by $100,000 to a new payment limit of $500,000, and extend the term through April 24, 2026, for crack seal materials and the rental of the Crafco button machine, Countywide . (100% Local Road Funds) 25-1156 approved C.75 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with County Asphalt LLC, effective April 26, 2025, to increase the payment limit by $200,000 to a new payment limit of $1,050,000, and extend the term through April 25, 2026, Countywide. (100% Local Road Funds) 25-1157 approved C.76 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with Antioch Building Materials Co., effective April 26, 2025, to increase the payment limit by $200,000 to a new payment limit of $700,000, and extend the term through April 25, 2026, Countywide. (100% Local Road Funds) 25-1158 approved C.77 . APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with Granite Construction Company, effective April 26, 2025, to increase the payment limit by $150,000 to a new payment limit of $1,150,000, and extend the term through April 25, 2026, Countywide. (100% Local Road Funds) 25-1159 approved C.78 . APPROVE the Antioch Library Electrical System Upgrades Project located at 501 W. 18th Street, and AUTHORIZE the Public Works Director, or designee, to advertise the Project, Antioch area. (68% Measure X Funds, 21% California State Library Grant – Building Forward, Library Infrastructure Grant, and 11% Library Funds) 25-1160 approved C.79 . REJECT all bids received on March 4, 2025 for the 2025 On-Call Trucking Services Contract(s) for Aggregate Stockpiling and Transportation, and AUTHORIZE the Public Works Director, or designee, to re-advertise the project, Countywide. (100% Local Road Funds) 25-1161 approved Page 17 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 Risk Management C.80 . APPROVE and AUTHORIZE the Director of Risk Management, or designee, to execute a contract amendment with Riskonnect (formerly Ventive Technology, Inc.) to increase the payment limit by $854,640 to a new payment limit of $2,481,098 for a hosted workers’ compensation and liability claims management software system and extend the term through December 31, 2026. (100% Internal Service Funds) 25-1162 approved C.81 . DENY claim filed by Victor E. Orellana.25-1163 approved Sheriff C.82 . APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract with Restoration First Responder Network LLC, in an amount not to exceed $509,580 for psychological services for trauma support intervention and training, for the period April 1, 2025 through March 31, 2028. (100% General Fund) 25-1164 approved Treasurer - Tax Collector C.83 . ACCEPT the Treasurer’s Investment Policy for Fiscal Year 2025-2026 as revised and adopted on March 18, 2025, by the Treasury Oversight Committee. 25-1165 Attachments:CCC Investment Policy FY 25-26_final approved Page 18 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 GENERAL INFORMATION The Board meets in all its capacities pursuant to Ordinance Code Section 24-2.402. Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the Clerk of the Board to a majority of the members of the Board of Supervisors less than 96 hours prior to that meeting are available for public inspection at 1025 Escobar Street, First Floor, Martinez, CA 94553, during normal business hours. All matters listed under CONSENT ITEMS are considered by the Board to be routine and will be enacted by one motion. There will be no separate discussion of these items unless requested by a member of the Board before the Board votes on the motion to adopt. Each member of the public will be allowed two minutes to comment on the entire consent agenda . Persons who wish to speak on matters set for PUBLIC HEARINGS will be heard when the Chair calls for public testimony. Each speaker during public testimony will be limited to two minutes. After public testimony, the hearing is closed and the matter is subject to discussion and action by the Board . Comments on matters listed on the agenda or otherwise within the purview of the Board of Supervisors can be submitted to the office of the Clerk of the Board via mail: Board of Supervisors, 1025 Escobar Street, First Floor, Martinez, CA 94553 or to clerkoftheboard@cob.cccounty.us. In the interest of facilitating the business of the Board, the total amount of time that a member of the public may use in addressing the Board on all agenda items is 10 minutes. Time limits for public speakers may be adjusted at the discretion of the Chair . The County will provide reasonable accommodations for persons with disabilities planning to attend Board meetings who contact the Clerk of the Board at least 24 hours before the meeting, at (925) 655-2000. Anyone desiring to submit an inspirational thought nomination for inclusion on the Board Agenda may contact the Office of the County Administrator or Office of the Clerk of the Board, 1025 Escobar Street, Martinez, California. Subscribe to receive to the weekly Board Agenda by calling the Office of the Clerk of the Board, (925) 655-2000 or using the County's on line subscription feature at the County’s Internet Web Page, where agendas and supporting information may also be viewed: www.contracosta.ca.gov DISCLOSURE OF CAMPAIGN CONTRIBUTIONS Pursuant to Government Code section 84308 (the Levine Act), members of the Board of Supervisors are disqualified and not able to participate in any agenda item involving contracts (except for contracts exempt from the Levine Act under Government Code section 84308(a)), franchises, discretionary land use permits and other entitlements, if the Board member received, within the previous 12 months, more than $500 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the County’s Page 19 of 20 BOARD OF SUPERVISORS Meeting Minutes April 1, 2025 decision on the agenda item. Members of the Board of Supervisors who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $500 to a Board member within the previous 12 months are required to disclose that fact for the official record of the subject proceeding. Disclosures must include the amount of the campaign contribution and identify the recipient Board member, and may be made either in writing to the Clerk of the Board of Supervisors before the subject hearing or by verbal disclosure at the time of the hearing . BOARD OF SUPERVISORS STANDING COMMITTEES For more information please visit the Board of Supervisors Standing Committees page here : https://www.contracosta.ca.gov/8633/Board-of-Supervisors-Standing-Committees Airport Committee: June 5, 2025 at 10:00 a.m. Economic Development Committee: April 7, 2025 at 10:30 Equity Committee: May 2, 2025 at 10:00 a.m. Family and Human Services Committee: April 14, 2025 at 10:30 a.m. Finance Committee: April 7, 2025 at 9:00 a.m. Head Start Advisory Committee: May 19, 2025 at 9:00 a.m. Internal Operations Committee: May 27, 2025 at 10:30 a.m. Legislation Committee: April 9, 2025 at 10:00 a.m. Los Medanos Healthcare Operations Committee: April 14, 2025 at 11:00 a.m. Public Protection Committee: April 30, 2025 at 10:00 a.m. Resilient Shoreline Committee: April 14, 2025 at 9:00 a.m. Sustainability Committee: May 12, 2025 1:00 p.m. Transportation, Water and Infrastructure Committee : April 30, 2025 at 1:00 p.m. AGENDA DEADLINE: Thursday, 12 noon, 12 days before the Tuesday Board meetings. Glossary of Acronyms, Abbreviations, and other Terms Contra Costa County has a policy of making limited use of acronyms, abbreviations, and industry-specific language in its Board of Supervisors meetings and written materials. For a list of commonly used language that may appear in oral presentations and written materials associated with Board meetings, please visit https://www.contracosta.ca.gov/8464/Glossary-of-Agenda-Acronyms. Page 20 of 20 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1216 Name: Status:Type:Discussion Item Passed File created:In control:2/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:HEARING to consider adopting the attached Traffic Resolution No. 2025/4544, approving and authorizing the renaming of West Grove Avenue to “Jimmy McCracklin Way”, as recommended by the Public Works Director, North Richmond area. (100% Road Funds) (Monish Sen, Public Works Department) Attachments:1. Traffic Resolution 2025-4544, 2. Signed Traffic Resolution 2025-4544 Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass 5:0 To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:HEARING to consider adopting Traffic Resolution No. 2025/4544, North Richmond area. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: OPEN the public hearing to consider adopting the attached Traffic Resolution No.2025/4544 approving and authorizing the renaming of West Grove Avenue (Road No.0565J)to “Jimmy McCracklin Way”,North Richmond area,as recommended by the Public Works Director.RECEIVE testimony and any name change proposals; and CLOSE the public hearing. CONSIDER all testimony,name change proposals,and objections to proposals offered during the public hearing. MAKE the findings set forth in the attached Traffic Resolution 2025/4544. ADOPT Traffic Resolution 2025/4544 ordering that the renaming of West Grove Avenue (Road No.565J)to “Jimmy McCracklin Way.” DIRECT the Clerk of the Board of Supervisors,or designee,to publish Traffic Resolution 2025/4544 in the East Bay Times within 15 days after its adoption, with the names of the Supervisors voting for and against it. DIRECT the Public Works Director,or designee,to replace all signage necessary to identify this segment of roadway as “Jimmy McCracklin Way.” DIRECT the Public Works Director,or designee,to notify the following persons and entities regarding the name change:each property owner with an address along the renamed segment of roadway;the United States Postal Service;the Contra Costa Transportation Authority and each transit agency that serves the North Richmond area;the Office of the Sheriff;the Contra Costa County Fire Protection District and Richmond Fire CONTRA COSTA COUNTY Printed on 5/8/2025Page 1 of 2 powered by Legistar™ File #:25-1216,Version:1 Richmond area;the Office of the Sheriff;the Contra Costa County Fire Protection District and Richmond Fire Department;the California Highway Patrol;the Contra Costa County Department of Conservation and Development;the City of Richmond;each public utility and telecommunications service provider serving properties along the renamed roadway;and other persons and entities the Public Works Director,or designees, later identify. FISCAL IMPACT: Cost estimated at $1,000 to replace two existing street name signs. (100% Road Funds) BACKGROUND: The Housing Authority of the County of Contra Costa (HACCC), in collaboration with the North & Greater Richmond Blues Foundation and Supervisor John Gioia, have requested that the Contra Costa County Public Works Department bring an item to the Board to consider changing the name of West Grove Avenue, in North Richmond, to “Jimmy McCracklin Way”. HACCC is the sole owner of properties along the roadway with all the residences currently vacant. The renaming of the roadway will honor the music heritage of North Richmond, in particular the musical and artistic contributions of James David Walker, Jr., better known as “Jimmy McCracklin” - a North Richmond resident, business owner, and internationally acclaimed Blues artist. Public Works Department staff mailed notice of this hearing to the HACCC. Notices also were posted along the roadway in accordance with Streets and Highways Code section 970.5. Public Works Department staff recommend that the Board of Supervisors adopt the above-described traffic resolution and take the other actions recommended in this staff report. CONSEQUENCE OF NEGATIVE ACTION: The roadway will not be renamed and will remain “West Grove Avenue”. CONTRA COSTA COUNTY Printed on 5/8/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1217 Name: Status:Type:Discussion Item Agenda Ready File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 Title:CONDUCT interviews of finalists for the position of Auditor-Controller, CONSIDER appointing an Auditor-Controller to fill the unexpired term of Robert Campbell on the occasion of his March 30, 3025 retirement, and provide direction to staff. (Ann Elliott, Human Resources Director) Attachments:1. Auditor Controller Brochure, 2. P Karumbi application-Form 700, 3. D Schmidt application -form 700_Redacted Action ByDate Action ResultVer.Tally RECOMMENDATIONS: 1. INTERVIEW the two (2) candidates selected as finalists for the position of Auditor-Controller; and 2.APPOINT a finalist to the position of Contra Costa County Auditor-Controller effective April 1,2025 to fill the unexpired term of Robert Campbell following his retirement. 3.SET the salary for the appointee at the current salary schedule of $277,057.44 ($23,088.12 per month)plus the elected Department Head benefits as provided under the Management Resolution 23-554 identified under Section III - Benefits for Elected and Appointed Department Heads FISCAL IMPACT: The annual total cost for this position is approximately $458,000.For the remaining 3 months of the current fiscal year,the estimated impact is projected to be approximately $114,000 which is included in the Auditor- Controller budget for fiscal year 2024-2025. BACKGROUND: On December 13,2024,Robert Campbell informed the Board of Supervisors and County Administrator in writing that he is retiring from the office of County Auditor-Controller,effective March 30,2025.The current term of office for Auditor-Controller began on January 2,2023,and expires on January 4,2027.Government Code section 25304 requires the Board of Supervisors to appoint someone to fill the vacancy.The person appointed to fill the vacancy will hold the office for the unexpired term; that is, until noon on January 4, 2027. On January 14,2025,the Board of Supervisors established a timeline for eliciting a search for qualified candidates for appointment to the position of Auditor-Controller upon the retirement of Mr.Campbell.The search included an extensive outreach plan with advertisements placed beginning January 17,2025 and concluding on March 14,2025 on the Counties website and social media outlets,in addition to with the following agencies: CONTRA COSTA COUNTY Printed on 5/8/2025Page 1 of 2 powered by Legistar™ File #:25-1217,Version:1 ·Government Finance Officers Association (GFOA) ·Municipal Management Association of Northern California (MMANC) ·California State Association of Counties (CSAC) ·International City/County Management Association (ICMA) ·Government Investment Officers Association (GIOA) At the March 25,2025 Board of Supervisors meeting considered the applications received,including supplemental questionnaires,and supporting documentation from a total of four (4)candidates including the following individuals: ·Peter Karumbi ·Nikki Sow ·Donna Schmidt ·Yonghong (Jade) Bian Following deliberations,the Board directed staff to invite the following individuals to the April 1,2025 regular meeting of the Board to interview for the position of Auditor-Controller: ·Peter Karumbi ·Nikki Sow ·Donna Schmidt ·Yonghong (Jade) Bian However,due to circumstances surrounding two (2)of the candidates,one withdrawing due to personal reasons and the other due to travel,the remaining individuals were invited to interview at the Apil 1,2025 Board of Supervisors meeting: ·Peter Karumbi ·Donna Schmidt In addition,the Board adopted Resolution No.2025-92 authorizing the County Administrator to request certain criminal history and other background information about candidates for this position,as well as to secure a Fair Political Practices Commission (FPPC)Form 700 from each candidate.The FPPC Form 700 document received from each candidate has been attached to this staff report for reference. Today’s item requests the Board to conduct interviews of the two (2)finalists for the position of Auditor- Controller and appoint one (1)individual who will take office effective April 1,2025,following the retirement of Robert Campbell, for the remainder of the unexpired term ending on January 4, 2027. CONTRA COSTA COUNTY Printed on 5/8/2025Page 2 of 2 powered by Legistar™ Auditor / Controller Contra Costa County Annual salary $277,057.44 Apply by Friday, March 14, 2025 Salary & benefits A salary of $277,057 PLUS an attractive benefits package that includes: Hybrid Work Schedule up to two days Medical, Dental and Vision Care Insurance Basic & Supplemental Life Insurance Health Care Spending Account (HCSA) and Health Savings Account (HSA) Dependent Care Assistance Program (DCAP) Employee Assistance Program (EAP) Long-Term Disability Program Catastrophic Leave Program 457(b) Deferred Compensation Plan How to Apply Qualified candidates should send a completed application and all supporting documents to jobs@hrd.cccounty.us. Applications will be accepted through Friday, March 14, 2025 at 11:59 pm. A link to the application is included below: Auditor - Controller Application https://www.contracosta.ca.gov/Docum entCenter/View/80926/Auditor- Controller-2025-PDF *Note applications and attachments provided are public, subject to California Public Records Act (CA Gov. Code §6250- 6270), and will be posted online. Tentative Timeline March 25, 2025 - Board of Supervisors Application Review April 1, 2025 - Candidate interviews. Interviews will be conducted within a public Board of Supervisors meeting. Please direct any questions to the Contra Costa Human Resources Department at (925) 655-2100 or jobs@hrd.cccounty.us Requirements Government Code section 24001 and Elections Code section 201 requires that the appointee for Auditor-Controller as an elected office be a registered voter within Contra Costa County and qualified to vote for that office at the time of appointment. To qualify for appointment to the office, a person must also meet at least one of the following criteria: • The person possesses a valid and active certificate issued by the California Board of Accountancy under Chapter 1 (commencing with Section 5000) of Division of the Business Professions Code showing the person to be, and a permit authorizing the person to practice as, a certified public accountant. • The person possesses a baccalaureate degree from a accredited university, college or other four-year institution with a major in accounting, or a business-related degree and has served within the last five years in a senior fiscal management position in a county, city or other public agency or a non-profit organization, dealing with similar fiscal responsibilities, including, but not limited to, public accounting or auditing responsibilities, for a continuous period of not less than three years. • The person has served as County Auditor, Assistant County Auditor, Chief Deputy County Auditor or an equivalent position for a continuous period of not less than three years. Contra Costa County is committed to racial equity, inclusion, and social justice within all county operations and is dedicated to the advancement of key initiatives and efforts in support of this essential mission. The ideal candidate will also possess a value system that engenders trust and confidence and embodies a commitment to racial equity, diversity, and inclusion. The County & Community CONTRA COSTA COUNTY is one of the top ten most populous counties in California, spanning 733 square miles with a population of 1.2 million. The County includes varied urban, suburban, industrial, agricultural, and port areas, and contains 19 incorporated cities - including Martinez, the County seat and the location of the County’s administrative offices. The County of Contra Costa provides a full range of services through 26 departments, operates with a budget of approximately $6 billion, and employs a staff of approximately 11,400. With a wide array of recreational opportunities and convenient access to major metropolitan areas, the County provides a dynamic and engaging lifestyle and is easily navigated by the San Francisco Bay Area Transit (BART). The County has a rich ethnic, cultural and socioeconomic diversity. It is home to prestigious academic institutions including Stanford University and the University of California at Berkeley. Residents enjoy a healthy, safe and prosperous life in Contra Costa County! Learn more at: https://www.contracosta.ca.gov THIS FORM IS A PUBLIC DOCUMENT Page 2 of 3 6.PLEASE FILL OUT THE FOLLOWING SECTION COMPLETELY. List experience that relates to the qualifications needed to serve as the County Auditor-Controller. Begin with your most recent experience. A resume or other supporting documentation may be attached but it may not be used as a substitute for completing this section. A) Dates (Month, Day, Year) From To Total: Yrs. Mos. Hrs. per week_____ . Volunteer From To Total: Yrs. Mos. Hrs. per week_____ . Volunteer From To Total: Yrs. Mos. Hrs. per week_____ . Volunteer From To Total: Yrs. Mos. Hrs. per week_____ . Volunteer 02/2024 12/2024 05/2022 02/2024 02/2016 04/2022 02/2014 03/2016 0 8 1 9 6 1 2 1 40 50 65 65 Consultant Business Manager/Controller Director of Finance Director of Finance & Human Re College of Marin, 1800 Ygnacio Liftech Consulting Inc. 344 20th Celerity Consulting Group, Inc. 26 7th Street, San Francisco, C Responsible for analyzing Ora Responsibilities include but are Accounting & Finance: • Supe Fiscal and Administrative Man THIS FORM IS A PUBLIC DOCUMENT Page 3 of 3 7.Do you have any financial relationships with the County such as grants, contracts, or other economic relations? No Yes If Yes, please identify the nature of the relationship: ______________________________________________ I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and understand that all information in this application is publicly accessible. I understand and agree that any misstatements / omissions of material fact may cause forfeiture of my rights to appointment as the Auditor-Controller. Sign Name: _____________________________________________ Date: ________________________________ Important Information 1.Your application and any attachments you provide are public documents and are subject to the California Public Records Act (CA Gov. Code §6250-6270), and will be posted online. 2.The completed application and supplemental questionnaire must be received by 11:59 PM on Friday, March 14, 2025 by email to jobs@hrd.cccounty.us. 3.Applicants must complete the Supplemental Questionnaire (below). Attach pages for Supplemental Questionnaire. A resume or other relevant information may be submitted with this application. 4.Applicants may be required to complete a Statement of Economic Interests (California Fair Political Practices Commission Form 700) and authorize the County to conduct a background check, including but not limited to a social media/internet check, credit check and Live Scan fingerprinting. Supplemental Questionnaire 1.Are you a United States Citizen? 2.Are you registered to vote in the State of California? 3.Are you a resident of Contra Costa County? 4.Describe specific public service or private sector positions you have held which you believe best qualify you for the position of Auditor-Controller. Indicate major accomplishments in each position. Please identify each role by employer, job title, and length of time held. 5.Are you prepared to seek election to this office in 2026? 6.Do you consider this job to be full-time or part-time? 7.In addition to the foregoing, please indicate any special qualifications, skills, training, or achievements you possess which are relevant to consideration for this position. 4 n/a 03/17/2025Donna Schmidt From:Donna Schmidt To:CCC Jobs Subject:Auditor-Controller Date:Friday, March 7, 2025 12:18:32 PM Attachments:image.png Resume-Controller.docx Attached, please see my application and resume for the above-referenced position. Supplemental Questionnaire 1. Are you a United States Citizen? Yes 2. Are you registered to vote in the State of California? Yes 3. Are you a resident of Contra Costa County? No 4. Describe specific public service or private sector positions you have held which you believe best qualify you for the position of Auditor-Controller. Indicate major accomplishments in each position. Please identify each role by employer, job title, and length of time held. 5. Are you prepared to seek election to this office in 2026? ? 6. Do you consider this job to be full-time or part-time? Full time 7. In addition to the foregoing, please indicate any special qualifications, skills, training, or achievements you possess which are relevant to consideration for this position. I've passed all 4 parts of the CPA exam and have the work experience signed off. In order to be licensed, I would need to transfer another 30 hours from a previous endeavor and take the ethics exam. I've not completed this as I've not needed a CPA designation in any of my prior positions. 2 • Prepared and managed annual 401K audit and preparation of the 5500. • Monthly commission calculations • Quarterly bonus calculations. • Annual risk management renewal. • All internal/admin contract negotiations. • Reviewed all legal documents/contracts. Director of Finance & Human Resources November 2014 – March 2016 Alonzo King Lines Ballet (Non-Profit) Fiscal and Administrative Management • In coordination with the Executive Director, the Creative Director, and Department Directors, develop annual budgets to meet financial needs of programs and general operations. • Supervise finance staff and coordinate management of financial and administrative procedures to maintain fiscally sound programs and accounting systems. • Supervise audits and tax preparation, including but not limited to, annual independent financial audit and IRS filings, workers compensation audit, sales tax returns (multiple state) and audits. • Preparation of board financial reports, department expenditure and budget variance reports, grant reports, and all other fiscal reports. • Oversee banking transactions and cash flow. • Prepare bi-weekly payroll and weekly check run, ensure timely filing of all payroll reports, W-2s, 1099 and 1096. • Monitor contract compliance for legal implications, address insurance requirements and financial responsibilities. • Recommend appropriate insurance coverage (Directors & Officers, Commercial Liability, Workers Compensation, etc.) to the Executive Director and Board, based on annual audit and operations. • Oversee rigorous fund tracking systems for grant proposals and reporting. • Serve as primary liaison with Landlord and/or representative. Human Resources Management • Develop and implement appropriate human resources priorities and procedures, including training, career development, hiring and firing, and performance management. • Ensure that staff have the equipment necessary to perform their functions efficiently – that all office machinery is functioning and oversee the IT consultant. • Ensure that AKLB’s growth is supported internally, including technology, financial management and human resources. Maximize business efficiencies without limiting program effectiveness. Refine systems, manuals, and procedures. Consultant March 2014 – August 2014 Various accounting/finance/payroll/HR projects. Payroll Manager/Sr. Accountant November 2011 – February 2014 Pacific Maritime Association (Non-Profit) 11/11 – 7/12 as consultant • Provide technical payroll expertise and analysis as needed to senior management in audit, budget, compliance, and tax reporting. • Maintain and run the four scheduled payrolls (three semi-monthly and one monthly) and complete related review and reporting packages. • Responsible for reporting and analysis of executive compensation and benefits for Form 990 reporting. • Prepare quarterly workers compensation reporting for staff and PMA Longshore Payroll reporting to states and outside vendors and quarterly and annual tax filings, 5500 reporting, and other compliance-related returns for under the direction of the Assistant Controller. • Senior level accounting work, including complex general ledger entries, reconciliations, and account analysis. 3 • Manage and prepare financial audit deliverables for annual 401(k) Plan audit, JPLRC risk management audit, and executive compensation review and prepare detailed analysis, supporting schedules and detailed internal control documents for PMA consolidated audit. • Re-engineer accounting processes and procedures as necessary to improve the efficiency of work streams, visibility of information, and usefulness of the internal control and review process. Director of Finance August 2008 – September 2011 Bricsnet FM America (Software) Finance Responsible for oversight of the bookkeeping and financial reporting. Duties included, but were not limited to: • Reported to the CEO. • Responsible for controlling the associated financial risk and resources of a start-up software operation. • Managed accounting staff. • Prepared financial reports, budgets, cost reports and forecasts. • Developed and prepared profitability reports. • Daily monitoring of cash flow and prospective projection of cash needs. • Responsible for the budgetary controls of the firm. • Convert the accounting system from Peachtree to Quick Books On-Line. • When downsized, performed all accounting functions from accounts payable to financial reporting. Human Resources/Administration Duties included, but were not limited to: • Converted HR from TriNet outsource PEO to in-house. • Implemented HR programs and policies. • Coordinated payroll for all US employees in various locations throughout the US. • Implemented and processed payrolls for Canadian and Dutch employees. • Negotiated, initiated, and managed all health and benefits in US, Canada, and the Netherlands. • Performed all hiring functions, including recruiting, interviewing, due diligence, and offers, and all termination functions. • Building lease and contract negotiations and risk management. Controller June 2007 – June 2008 Golden State Lumber (Lumber/Retail) • Reported to General Manager on location and CFO at corporate. • All accounting and HR functions for a 94-employee lumber division. • Directly managed 14 administrative and accounting employees. • Coordinated administrative functions, including supervision of accounting and admin staff. • Hiring of temporary and permanent employees. • Employee relations. • Expense management. • System review of equipment needs. • Preparation and presentation of monthly financials. • Monthly meetings and presentation with Controllers and General Managers from the various divisions at corporate. • Coordination of year-end close and financial reconciliation of all accounts. Administration/Human Resources January 2005 – May 2007 Consultant Fund III Accountant August 2001 - December 2004 Hellman & Friedman, LLC (Private Equity) Fund III Accountant (Consulting) • Provided temporary management support for a private equity company; in charge of quarterly accounting for a multi-million-dollar fund; responded to investors’ requests. 4 Human Resources for US and Europe (Staff) Duties included, but were not limited to: • Human resource functions for San Francisco, London, and New York offices. • Heavy administrative recruiting for San Francisco and New York. • All hiring functions, including recruiting, interviewing, due diligence and offers for US admin staff. • All termination functions for US admin staff. • Managed Executive Assistants. • All payroll functions for all offices, including London. • Establish accounts/relations for London office. • Risk Management for all offices. • Corporate credit card management. • Drafted staff handbook and implemented HR programs and policies. • Converted existing ADP system from DOS to base. • Coordinated with Farallon each year to negotiate and initiate health benefit policies. • Managed all health benefits for US and Europe. Auditor-Controller Supplemental Questionnaire 1. Are you a United States Citizen? Yes 2. Are you registered to vote in the State of California? Yes 3. Are you a resident of Contra Costa County? Yes 4. Describe speciﬁc public service or private sector positions you have held which you believe best qualify you for the position of Auditor-Controller. Indicate major accomplishments in each position. Please identify each role by employer, job title, and length of time held. My thirteen years of experience working for Contra Costa County Auditor Controllers OAice best qualiﬁes me for the position of Auditor-Controller. Every position that I have held in the Auditor-Controller’s OAice has given me unique experience which will be helpful if appointed to lead this oAice. My current position (Contra Costa County Auditor-Controller Division Manager) best qualiﬁes me for the position of Auditor-Controller. As Contra Costa County Auditor-Controller Division Manager for the last 2 years and 7 months I have been able to accomplish the following:  I was Functional Lead of a successful Workday ERP implementation team. I was involved in planning, design, conﬁguration, testing, go-live, training, and post - implementation support. This is a major milestone for Contra Costa County.  Successfully leading my team in preparation of the Contra Costa County Financial Transactions report submitted to the State of California OAice of the State Controller. As a result, Contra Costa County has been a recipient of the State of California OAice of the State Controller award for its Year-End Financial Transactions Report.  I have been a team member from our oAice that ensures successful Districts funds withdrawal from County Treasury Pool in accordance with District and Board of Supervisors resolution.  Spearheaded and continue to work with Schools, Special Districts, and Reclamation Districts on Workday use.  Since Workday implementation, I have ensured that each of the Contra Costa County twelve Ledger Periods Close have been completed successfully and on time.  I was part of the team that put together the Fiscal Year-End Closing Manual after Workday Implementation and conducted County staA training that has led to two successful Year-End close.  I have been part of the team for the last two ﬁscal years since Workday implementation ensuring successful ﬁscal year close.  Successfully enforce accounting policies, procedures and processes.  Ensure ﬁnancial reporting is in accordance with County policies, State and Federal guidelines.  Together with Accounts Payable and Systems group in our oAice, we manage the Countywide Financial System and processes various types of ﬁscal information for the County departments, Special Districts, and other non-County agencies.  I have had a good working relationship with Fiscal OAicers from County departments, Schools Districts, Special Districts, Reclamations Districts, and other non-County agencies.  Key member of Auditor-Controller’s management team that ensures ﬁscal integrity of County’s ﬁnancial records. As Contra Costa County Supervising Accountant-Auditor for 3 years 7 months among other things, I was able to accomplish the following:  Provided supervision and training to General Accounting Division staA in the oAice of Auditor-Controller.  Ensure timely and accurate processing of ﬁnancial transactions in Countywide Financial System.  Ably represented the Contra Costa County during Sales and Use Tax Audit conducted by California Department of Tax and Fee Administration.  Participated in Contra Costa County Comprehensive Annual Financial Report preparation that annually receives Certiﬁcate of Achievement for Excellence in Financial Reporting from GFOA.  Responded to accounting and related questions from County departments, Special Districts, Schools Districts and non-County agencies.  Reviewed and approved Public Records Request submitted to our oAice on time. As Contra Costa County Accountant-Auditor I to III for 7 years, I was able to accomplish the following:  Understand the mission and duties of the OAice of the Auditor-Controller as set forth in the Government Code beginning with Sections 26880 and 26900.  Learn, document, and train new hires in our oAice.  Complete and ﬁle statutory required reports by the Federal and State Government. I have worked with IRS, EDD, Tax Franchise board, and Social Security Administration.  Recommended and implemented changes to our processes and procedures to improve eAiciency and eAectiveness.  For seven years, I was part of a team that ensured County employees Form W-2 were completed correctly and on time.  Participated in Payroll Division special projects. I reviewed and provided feedback on the AAordable Care Act impacted on our processes and procedures.  For seven years, I was part of the team that made sure County employees were paid on time and pay checks were correct. 5. Are you prepared to seek election to this oAice in 2026? Yes 6. Do you consider this job to be full-time or part-time? I consider the Auditor-Controller job to be a full-time position. As the Chief Accounting OAicer for the County, the Auditor-Controller must be available full-time to ensure functions speciﬁed in the California Constitution, under various California Codes, and by the Board of Supervisors are performed. 7. In addition to the foregoing, please indicate any special qualiﬁcations, skills, training, or achievements you possess which are relevant to consideration for this position. I am a California Certiﬁed Public Accountant with an active CPA license. I hold Master of Business Administration in Finance from California State East Bay. I am a Nominating Committee member for the 1st Northern California Credit Union. I am a member of the Government Finance OAicers’ Association. I have participated in a review of the Accounting Standards and Procedures for Counties (ASP) Manual. I have participated in training and seminars conducted by the California Society of CPAs. The training and seminars have focused on Good Governance, Cyber Security, Generally Accepted Accounting Principles (GAAP), Ethics, etc. I have also been attending some of the committee meetings chaired by the Auditor- Controller. For example, Post Retirement Health Beneﬁts Trust Agreement Advisory Body. I am a member of the California State Association of County Auditors. While working in Payroll Division of Auditor-Controllers oAice, annually participated in California Counties Payroll Managers meetings. To maintain my CPA license in active status, I continually take continuing education in governmental accounting, auditing, tax, management, cost accounting, budgeting, management information systems, ethics, etc. Annually attend Governmental Generally Accepted Accounting Principles Update conducted by the Government Finance OAicers’ Association. PETER NG’A NG’A KARUMBI , MBA, CPA SKILLED COUNTY ACCOUNTANT - AUDITOR Dedicated and detail-oriented Certified Public Accountant (CPA) with over 9 years of progressive experience in financial management, fund accounting, payroll, audit, and compliance. Proven expertise in leading accounting operations, ensuring adherence to generally accepted accounting principles (GAAP), and optimizing internal controls to enhance financial accuracy and efficiency. Adept at supervising and mentoring teams, streamlining processes, and implementing innovative solutions to complex financial challenges. Skilled communicator with a strong ability to collaborate across departments, resolve discrepancies, and ensure regulatory compliance. Proficient in advanced Excel, financial software, and data analysis tools, driving timely and accurate reporting to support organizational goals. CORE COMPETENCIES Accounting | Fiscal Management | Financial Analysis | Financial Reporting | Auditing | Budgeting | Taxation | Public Accounting | Government Accounting | Internal Controls | Regulatory Compliance | Financial | Risk Management | Accounting Systems | General Ledger | Cost Analysis | Fund Accounting | Cash Management | Accounting Software | Strategic Planning | Reporting & Documentation | Leadership | Decision Making | Problem Solving | Ethics PROFESSIONAL EXPERIENCE Contra Costa County | Martinez, CA AUDITOR – CONTROLLER DIVISION MANAGER June 2022 – Present Spearheaded the overall operations across the General Accounting division in the Auditor-Controller’s Office. Key member of Auditor-Controller’s management team, providing timely, accurate, and comprehensive information and recommendations on issues that impact the County’s fiscal management system. Was Functional Lead of a successful Workday ERP implementation team. I was involved in planning, design, configuration, data migration, testing, deployment (go-live), training, and post-implementation support. Direct County accounting functions in alignment with Generally Accepted Accounting Principles (GAAP), guaranteeing accuracy and adherence to financial regulations. Leading on the County Financial Transactions Report preparation and annually receiving State Controller’s award. SUPERVISING ACCOUNTANT – AUDITOR October 2018 – May 2022 Provided supervision and training to General Accounting division staff in the office of the Auditor-Controller. Oversaw the preparation of journals, fund transfers, and financial documents, ensuring accuracy, timeliness, and compliance with regulatory standards. Performed a wide variety of professional accounting and auditing duties for county-wide programs and activities, including schools, and special districts. ACCOUNTANT – AUDITOR III January 2016 – October 2018 Was part of payroll team that consistently ensured timely and accurate preparation of W-2s for over 10,000 County employees using Peoplesoft Payroll system, and streamlining year-end reporting. Participated in payroll special projects, for example, Affordable Care Act County payroll requirements implementation, enhancing organizational compliance. Demonstrated exceptional skills by participating in the preparation of County annual financial statements and State Controllers' reports, maintaining compliance with regulatory requirements. ACCOUNTANT – AUDITOR II June 2014 – December 2015 Analyzed and reconciled monthly general ledger activity to ensure compliance and the accuracy of financial statements. Completed complex accounting assignments that require a higher level of analytical, problem-solving, and independence skills. Handled accounting and auditing duties broad in scope, encompassing county-wide responsibilities for financial activities requiring a comprehensive understanding of the county’s entire accounting system. ACCOUNTANT – AUDITOR I September 2011 – May 2014 Prepared and submitted federal and state quarterly tax reports, ensuring compliance with all regulatory requirements and deadlines. Managed part of payroll processing operations to ensure accuracy, reducing the need for manual adjustments and maintaining compliance with organizational standards. Developed and implemented a tracking system for employee deferred compensation loans, enhancing records and accountability. ADDITIONAL EXPERIENCE \ Specialist, Accounts Payable – Ross Stores Corporate Office College Professor – Vision Institute of Management, Kenya EDUCATION \ MBA (Finance) - California State University, East Bay Bachelor of Education (Economics & Accounting) - Kenyatta University, Kenya CERTIFICATIONS Certified Public Accountant (CPA) - California, Certified Public Accountant (CPA) - Kenya Peter Ng’ang’a Karumbi, CPA February 12, 2025 Board of Supervisors Contra Costa County 1025 Escobar Street Martinez, CA 94553 Subject: Application for Appointment as Auditor-Controller Dear Members of the Board of Supervisors, I am writing to express my strong interest in the position of Auditor-Controller for Contra Costa County. With over a decade of accounting experience within the County and a track record of leadership in payroll, general accounting, and financial reporting, I am confident in my ability to serve in this critical role with integrity, professionalism, and financial expertise. My qualifications align with the statutory requirements for the Auditor-Controller role. I am a Certified Public Accountant (CPA) with an active license from the California Board of Accountancy. Additionally, I hold an MBA in Finance from California State University, East Bay, and have accumulated years of experience in senior fiscal management positions within the County. This extensive background has provided me with a deep understanding of government accounting, public financial management, and the fiscal responsibilities essential to the role of Auditor-Controller. Beyond my technical expertise, I am deeply committed to the County's values of transparency, and accountability. As a leader, I believe in fostering inclusive and collaborative work environments that enhance efficiency while maintaining the highest standards of financial stewardship. I am excited about the opportunity to contribute my skills and experience to the continued financial stability of Contra Costa County. I welcome the opportunity to discuss how my qualifications align with the needs of the Auditor-Controller's office. Thank you for your time and consideration. Sincerely, Peter Ng’ang’a Karumbi, CPA 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1205 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a month-to-month shade hangar rental agreement with N18MD Aviation LLC, for a south-facing shade hangar at Buchanan Field Airport effective February 15, 2025, in the monthly amount of $149, Pacheco area. (100% Airport Enterprise Fund) Attachments:1. Shade Hangar Rental Agmt Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Greg Baer, Director of Airports Report Title:APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a rental agreement for a Shade Hangar at Buchanan Field Airport ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a month-to-month shade hangar rental agreement with N18MD Aviation LLC., for a south-facing shade hangar at Buchanan Field Airport effective February 15, 2025, in the monthly amount of $149, Pacheco area (District IV). FISCAL IMPACT: The Airport Enterprise Fund will realize $1,788 annually BACKGROUND: On November 14, 2006, the Contra Costa County Board of Supervisors approved the form of the T-Hangar and Shade Hangar Rental Agreement for use with renting the County's T-hangars, shade hangars, medium hangars, and executive hangars at Buchanan Field Airport. On February 23, 2007, Contra Costa County Board of Supervisors approved the new Large Hangar Rental Agreement for use with the large East Ramp Hangars. On January 16, 2009, Contra Costa County Board of Supervisors approved an amendment to the T-Hangar and Shade Hangar Rental Agreement and the Large Hangar Rental Agreement (combined "Hangar Rental Agreements"). The Hangar Rental Agreements are the current forms in use for rental of all the County hangars at Buchanan Field Airport. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1205,Version:1 CONSEQUENCE OF NEGATIVE ACTION: A negative action will cause a loss of revenue to the Airport Enterprise Fund. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 4 Revised T-HANGAR AND SHADE HANGAR AGREEMENT 2/3/2009 CONTRA COSTA COUNTY - BUCHANAN FIELD AIRPORT T-HANGAR AND SHADE HANGAR RENTAL AGREEMENT 1. PARTIES: February 15, 2025, (“Effective Date”), the COUNTY OF CONTRA COSTA, a political subdivision of the State of California ("Airport"), N18MD Aviation, LLC ("Renter"), hereby mutually agree and promise as follows: 2. RENTER AND AIRCRAFT INFORMATION: Simultaneous with the execution of this T-Hangar and Shade Hangar Rental Agreement (“Rental Agreement”) by Renter, Renter shall complete the Renter and Aircraft Information Form. A completed copy of the Renter and Aircraft Information Form is attached hereto as Exhibit “A” and incorporated herein. Renter must also provide to Airport at that time, for inspection and copying, (1) the original current Aircraft Registration or, if the aircraft described in Exhibit A is under construction, the plans for and proof of ownership of such aircraft; and (2) the insurance information required by Section 16 below. 3. PURPOSE: The purpose of this Rental Agreement is to provide for the rental of a T- Hangar or Shade Hangar space at the Contra Costa County - Buchanan Field Airport for the storage of the aircraft described in the Renter and Aircraft Information Form (“Renter’s Aircraft”). 4. PREMISES: For and in consideration of the rents and faithful performance by Renter of the terms and conditions set forth herein, Airport hereby rents to Renter and Renter hereby rents from Airport that T-Hangar or Shade Hangar shown as # B-3 on the T-Hangar and Shade Hangar Site Plan, attached hereto as Exhibit B and incorporated herein. This T-Hangar or Shade Hangar is part of the T-Hangar and Shade Hangar Site (“T-Hangar Site”) and shall hereinafter be described as the "T- Hangar.” Renter has inspected the T-Hangar and hereby accepts the T-Hangar in its present condition, as is, without any obligation on the part of Airport to make any alterations, improvements, or repairs in or about the T-Hangar. 5. USE: The T-Hangar shall be exclusively by Renter for the storage of Renter’s Aircraft. In addition to the storage of Renter’s Aircraft, Renter may use the T-Hangar for (1) the homebuilding, restoration and/or maintenance of Renter’s Aircraft, provided that such homebuilding, restoration and/or maintenance is performed by Renter only and in conformance with all applicable statutes, ordinances, resolutions, regulations, orders, circulars (including but not limited to FAA Advisory Circular 20- 27) and policies now in existence or adopted from time to time by the United States, the State of California, the County of Contra Costa and other government agencies with jurisdiction over Buchanan Field Airport; (2) the storage of and materials directly Docusign Envelope ID: E5FCFEC1-9713-4546-AD8D-9F36661A73FBDocusign Envelope ID: 4E130E33-9311-40BD-9176-B3B1863EECA2 5 Revised T-HANGAR AND SHADE HANGAR AGREEMENT 2/3/2009 related to the storage, construction of homebuilt planes homebuilding, restoration, and/or maintenance of Renter’s Aircraft; (3) the storage of one boat, or one recreational vehicle, or one motorcycle, or one automobile, provided that Renter first provides to Airport proof of Renter’s ownership and original registration of any stored boat or vehicle, for inspection and copying; and/or (4) the storage of comfort items (such as a couch, small refrigerator, etc.) that the Director of Airports, in his sole discretion, determines will not impede the use of the hangar for the storage of Renter’s Aircraft, and are not prohibited by applicable building and fire codes. The T-Hangar shall not be used for any purpose not expressly set forth in this Section 5. Use. The use of all or a portion of the T-Hangar for the storage of aircraft not owned or leased by Renter is prohibited. ("Aircraft not owned or leased by Renter” means any aircraft in which Renter does not have an ownership interest or which is not directly leased to Renter). Renter shall present proof of said ownership interest or lease to Airport upon request in addition to that information provided in Exhibit A. If Renter’s Aircraft is or becomes non-operational, it may be stored in the T-Hangar only if it is being homebuilt or restored by Renter. Prior to the commencement of any such homebuilding or restoration, Renter shall provide to Airport (1) a copy of the purchase agreement or (2) a valid federal registration number. If Renter’s Aircraft is not registered as of the Effective Date, upon completion of construction, Renter shall register and apply for an airworthiness certificate for Renter’s Aircraft in accordance with all applicable federal statutes and regulations and provide the original registration and certification to Airport, for inspection and copying, immediately upon receipt by Renter. On or before January 1 of each year, if the homebuilding or restoration has not been completed, Renter shall provide a written annual report to the Director of Airports that details the homebuilding or restoration activity performed, work still required to be completed and an estimate of time of completion. 6. TERM: This Rental Agreement shall be from month to month commencing February 15, 2025, and shall continue until terminated. This Rental Agreement may be terminated by any party upon thirty (30) days written notice to the other party. 7. RENT: A. Monthly Rent and Additional Rent. Renter shall pay $ 149.00 in rent per month (“Monthly Rent”) due and payable in advance on the first day of each calendar month, beginning on the commencement date of this Rental Agreement. Unless directed to do otherwise by Airport, Renter shall pay rent only in cash or by personal check, certified check, or money order. If the term of this Rental Agreement begins on a day other than the first day of the month, the Monthly Rent stated above for the first month shall be prorated Docusign Envelope ID: E5FCFEC1-9713-4546-AD8D-9F36661A73FBDocusign Envelope ID: 4E130E33-9311-40BD-9176-B3B1863EECA2 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1206 Name: Status:Type:Consent Item Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ACCEPT report on the Auditor-Controller's audit activities for 2024, APPROVE the proposed schedule of financial audits for 2025, and REFER to the Internal Operations Committee a review of the County's policy on incentives for County programs and services, as recommended by the Internal Operations Committee. Attachments:1. 2024 Audit Activities and Schedule of 2025 Audits Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Internal Operations Committee Report Title:REPORT ON 2024 INTERNAL AUDIT ACTIVITIES AND 2025 AUDIT PLAN ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: 1.ACCEPT report on the Auditor-Controller's audit activities for 2024 and APPROVE the proposed schedule of financial audits for 2025. 2.REFER to the Internal Operations Committee a review of the County’s policy on gift cards and other program incentives. FISCAL IMPACT: There is no fiscal impact related to approving the annual audit schedule. The financial auditing process may result in positive and negative fiscal impacts, depending on the audit findings. BACKGROUND: The Internal Operations Committee was asked by the Board in 2000 to review the process for establishing the annual schedule of audits, and to establish a mechanism for the Board to have input in the development of the annual audit schedule and request studies of departments, programs or procedures. The IOC recommended a process that was adopted by the Board on June 27, 2000, which called for the IOC to review the schedule of audits proposed by the Auditor-Controller and the County Administrator each December. However, due to the preeminent need during December for the Auditor to complete the Comprehensive Annual Financial Report, the IOC, some years ago, rescheduled consideration of the Auditor’s report to February of each year. In past years, the Auditor's Office sometimes found a lack of adherence to several of the County's administrative requirements for cash collection; discharge of delinquent accounts; inventories of materials, CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:25-1206,Version:1 supplies and capital assets; and petty cash. Noncompliance with procurement card policies, contracting policies and procedures, and MAC fiscal procedures have also been among past findings. Internal Audit Division Manager Sandra Bewley presented the 2025 report to the Internal Operations Committee at its regular meeting on March 24, 2025. The Internal Audit Division completed twenty-seven (27) of the thirty-four (34) examinations on the Schedule of Internal Audit Examinations for 2024, attached. Of the remaining seven (7) examinations scheduled, fieldwork has been completed for four (4) examinations and three (3) examinations were postponed to calendar year 2025 due to the hiring of new staff and additional training time needed in the Office of the Auditor-Controller. Examination Reports Objectives: The necessary tests and procedures were conducted to determine if, within the scope of the examinations, the following financial conditions existed: •Assets were adequately safeguarded. •Appropriate internal controls were in place and functional. •Records were accurate and reliable. •Statutory, contractual, and administrative requirements were followed. General Findings: There is an overall lack of adherence to several of the County's administrative requirements. Many of the departmental examinations included recommendations due to the following: • Lack of compliance with the Administrative Bulletins established to ensure accurate and reliable records; • Lack of compliance with the Administrative Bulletins established to safeguard assets; • Lack of accurate and reliable records for inventory activities; and, • Lack of adherence to the procurement card manual. Conditions: Approximately forty-six percent (46%) of the findings in 2024 were repeated from previous examinations. Common examination conditions included: •Lack of segregation of duties, •Lack of safeguarding of inventories and assets; •Lack of reconciliation of subsidiary ledgers to the general ledger; •Lack of adequate procurement card supporting documentation; and, •Unauthorized charges on procurement cards. To correct issues timely and mitigate repetitive findings, the Internal Audit Division follows-up with auditees six months after the issuance of the examination report to determine if the recommendations were implemented. No data is available yet on the status of the 2024 findings. Procurement Card The quarterly procurement card review continues to reflect compliance issues in the use of the card for services, memberships, meal payments, gifts, fuel, cash instruments, and items of a personal nature, all of which are prohibited per the Procurement Card Manual, Section V.G Cardholders are also prohibited from using the procurement card for purchases not authorized in the County's Administrative Bulletins. Additionally, the required supporting documentation often is missing or inadequate. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:25-1206,Version:1 Staff noted that the County Administrator is in consultation with Public Works and the Auditor’s Office to update the County’s procurement card policy to provide increased flexibility. 2025 Scheduled Examinations The Auditor-Controller Division Manager of the Internal Audit division and the Auditor- Controller performed a thorough review of existing and recurring examinations that should be incorporated in the 2025 schedule. The emphasis and priority in scheduling examinations is based on the perceived risk to the County. The schedule is composed of legally required examinations, such as the Treasury cash counts, and recurring examinations. Twenty-seven (27) examinations have been scheduled for the calendar year 2025 (see attached Schedule of Internal Audit Examinations, Calendar Year 2025). Legally required examinations have their basis in government code. Recurring examinations have a preferred cycle attached to them based on the perceived amount of inherent risk. If a concern comes to the attention of the Internal Audit Division, a recurring examination may be scheduled prior to it being due based on the preferred cycle. The County's financial operations are subject to audit by a firm of independent external auditors, Macias Gini & O'Connell, LLP. The external auditors are responsible for performing an annual audit of the general-purpose financial statements of the County. The external auditors also perform an annual "Single Audit" of the County's federal financial-assistance programs. Other independent auditors perform annual audits of the Contra Costa County Housing Authority, state grant programs, and the First 5 Contra Costa Children and Families Commission. The IOC was particularly concerned that adequate controls and training are in place on the issuance of gift cards and other program incentives, and wishes to review the pertinent County policy and procedures. CONSEQUENCE OF NEGATIVE ACTION: None. This report is informational and provides an opportunity for the Board of Supervisors to provide input on the Auditor’s internal audit plan for the coming year. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1207 Name: Status:Type:Consent Item Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ACCEPT the 2023/24 annual report from the Public Works Director on the Internal Services Fund and status of the County's Vehicle Fleet and disposition of low-mileage vehicles, as recommended by the Internal Operations Committee. (No fiscal impact) Attachments:1. FY23-24 Fleet Internal Services Fund Report Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Internal Operations Committee Report Title:Click or tap here to enter text. ☐Recommendation of the County Administrator ☒ Recommendation of Board Committee RECOMMENDATIONS: ACCEPT the 2023/24 annual report from the Public Works Director on the Internal Services Fund and status of the County's Vehicle Fleet and low-mileage vehicles, as recommended by the Internal Operations Committee. (No fiscal impact) FISCAL IMPACT: Reassigning underutilized vehicles would increase cost efficiency, but the fiscal impact was not estimated. BACKGROUND: In FY 2008/09, the Board approved the establishment of an Internal Services Fund (ISF) for the County Fleet, administered by the Public Works Department. Each year, the Public Works Department Fleet Services Manager analyzes the fleet and annual vehicle usage and makes recommendations to the IOC on the budget year vehicle replacements and on the intra-County reassignment of underutilized vehicles, in accordance with County policy. The Board requested the IOC to review annually the Public Works Department report on the fleet and on low-mileage vehicles. Attached, for the Committee's review, is the 2023/24 annual report on the ISF and low-mileage vehicles, as prepared by the Public Works Department. The report is also meant to provide recommendations to the IOC on any low-mileage vehicles identified for reassignment to higher-mileage purposes. That portion of the report was not received. The Committee may wish to request an oral or follow-up report on this second part of the annual referral. CONSEQUENCE OF NEGATIVE ACTION: CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1207,Version:1 CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1208 Name: Status:Type:Consent Item Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:AUTHORIZE an additional proposed fiscal year 2026 Community Project Funding request for the West County Veterans Buildings and include the approved project in the County's adopted fiscal year 2025-26 Federal Legislative Platform, as recommended by Supervisor Gioia. Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Gioia, District I Supervisor Report Title:Additional Fiscal Year 2026 Community Project Funding Request for West Contra Costa Veterans Building Capital Improvements ☐Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: AUTHORIZE an additional proposed Fiscal Year (FY) 2026 Community Project Funding request for capital improvements at West County Veteran’s Buildings, in the amount of $2,000,000, and include the approved project in the County's adopted FY 2025-26 Federal Legislative Platform. FISCAL IMPACT: This action has no direct fiscal impact. However, if the proposed Community Project Funding requests are included in the adopted FY 2026 federal budget, the County will receive additional federal funding to support local needs. BACKGROUND: Between January and March of each year, the Board typically adopts a list of potential project requests in order to ensure timely responses by the County once deadlines are set by our congressional delegation. To develop this list, the County Administrator’s Office worked with County departments to solicit Community Project Funding (CPF) requests. These proposals were reviewed in consultation with our Federal lobbyists, and a list was advanced for consideration by the Board of Supervisors. The Board of Supervisors adopted the 2025-26 State and Federal Legislative Platforms at their January 21, 2025 meeting, and later, on February 25, 2025 adopted a list of Community Project Funding (CPF) requests. At the February 25 meeting, the Board also affirmed support to continue to advocate for all FY 2025 CPF requests that were included in the FY 2025 federal appropriations bills. Since the February 25, 2025 meeting, an additional project need has been identified, to fund capital CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1208,Version:1 improvements for Veterans Buildings in West Contra Costa County. Within West Contra Costa County, there are two Veterans Buildings with significant capital needs, located in Richmond and El Cerrito. The Board is asked to add this proposed project to its list of potential Community Project Funding requests, to enable the County to advocate for up to $2,000,000 in federal funding for necessary improvements for these important community facilities. CONSEQUENCE OF NEGATIVE ACTION: If a list of potential Community Project Funding requests is not approved by the Board, the County will not be able to advocate for them. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025-95 Name: Status:Type:Consent Resolution Passed File created:In control:2/28/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-95 declaring April 2025 as Child Abuse Prevention Month in Contra Costa County, as recommended by the Employment and Human Services Director. Attachments:1. Resolution 2025-95 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Marla Stuart, Employment and Human Services Director Report Title:Proclaim April 2025 as Child Abuse Prevention Month. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT a resolution declaring April 2025 as Child Abuse Prevention Month in Contra Costa County, as recommended by the Employment & Human Services Director. FISCAL IMPACT: There will be no fiscal impact for this action. BACKGROUND: April is National Child Abuse Prevention Month (NCAPM), a time to recognize the importance of communities working together to support and strengthen families and prevent child maltreatment. Throughout the year in Contra Costa County, the Child Abuse Prevention Council, EHSD, and community partners promote awareness of the issue and work together to support child and family well-being by implementing effective strategies that support families and prevent child abuse and neglect. NCAPM and other Federal child abuse prevention activities are authorized by the Child Abuse Prevention and Treatment Act (CAPTA). CAPTA provides funding to States to support the prevention, assessment, investigation, prosecution, and treatment of child abuse and neglect. It also provides grants to public agencies and nonprofit organizations, including American Indian/Alaska Native Tribes and Tribal organizations, for demonstration programs and projects.About CAPTA: A Legislative History <https://www.childwelfare.gov/resources/about-capta-legislative-history/> provides more information about this important legislation. CONSEQUENCE OF NEGATIVE ACTION: Contra Costa County will not recognize Child Abuse Prevention Month and leverage the opportunity to CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-95,Version:1 increase awareness. CHILDREN’S IMPACT STATEMENT: This resolution supports all five of Contra Costa County’s community outcomes of the Children’s Report Card: (1) “Children Ready for and Succeeding in School”; (2) “Children and Youth Healthy and Preparing for Productive Adulthood”; (3) “Families that are Economically Self-Sufficient”; (4) “Families that are Safe, Stable and Nurturing”; and (5) “Communities that are Safe and Provide a High Quality of Life for Children and Families.” The Board of Supervisors of Contra Costa County, California IN THE MATTER OF proclaiming April 2025 as Child Abuse Prevention Month, WHEREAS,every child deserves to grow up in a safe, nurturing environment free from abuse, neglect, and exploitation; and WHEREAS, child abuse and neglect affect children of all ages, races, and income, and finding solutions requires everyone’s continued attention, advocacy, and action; and WHEREAS, child abuse is preventable and it is our responsibility to continue providing support to families, caregivers, and community members who can help prevent child maltreatment and ensure early intervention when needed; and WHEREAS, our children are our most valuable resources who will shape the future of Contra Costa County, therefore the welfare and protection of children are paramount to the well-being of our communities and our society as a whole; and WHEREAS, during Fiscal Year 2023-24, the number of reports to the Child Protective Services (CPS) hotline in Contra Costa County was 19,719 with timely completion of CPS investigations occurring 98% of the time, higher than the state average, and Children and Family Services coordinated services for 887 children; and WHEREAS, in Contra Costa County, the Child Abuse Prevention Council (CAPC) and Child Protective Services (CPS), a program of Children & Family Services within the Employment and Human Services Department, collaborate to continue protecting children through preventive services, response, intervention, and investigation; and WHEREAS, effective child abuse prevention activities succeed because of the partnerships between child welfare professionals, education, health, community‐ and faith‐based organizations, businesses, law enforcement agencies, and families, and these collaborations help eliminate child maltreatment, giving our children hope, security, and safety. NOW, THEREFORE, BE IT RESOLVED that the Contra Costa County Board of Supervisors hereby proclaims April 2025 as Child Abuse Prevention Month, urging all residents, community organizations, CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-95,Version:1 educators, healthcare professionals, law enforcement agencies, and government officials to dedicate themselves to improving the quality of life for all children and families, and to preventing child abuse in Contra Costa County. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025-96 Name: Status:Type:Consent Resolution Passed File created:In control:3/12/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-96 recognizing National Doctors' Day, as recommended by the Interim Health Services Director. Attachments: Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Health Services Department Report Title:Recognizing National Doctors Day ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution recognizing March 30, 2025 as National Doctors’ Day. FISCAL IMPACT: There is no fiscal impact for this action. BACKGROUND: See Resolution. CONSEQUENCE OF NEGATIVE ACTION: The vital contributions of doctors providing healthcare to the individuals and families if Contra Costa County would not be recognized. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-96,Version:1 The Board of Supervisors of Contra Costa County, California IN THE MATTER OF Recognizing National Doctors’ Day WHEREAS,National Doctors Day is celebrated in America on March 30 each year, honoring the dedication and compassion demonstrated daily by more than one million physicians providing healthcare to patients nationwide; and WHEREAS,the commitment and tireless efforts of the over 300 doctors employed by Contra Costa Health, make a difference in the health and well-being of individuals in our community; and WHEREAS,doctors provide vital healthcare in many settings such as hospitals, clinics, urgent care settings, surgery centers, detention facilities, public health and out in the community; and WHEREAS,doctors provide considerate, trusted and caring advice to so many residents of Contra Costa; and WHEREAS,doctors in Contra Costa Health provide physical care to 180,000 patients annually; and WHEREAS,mental health is recognized as an integral factor to overall health. Good mental health can positively affect your physical health. Each year, Contra Costa Health psychiatrists provide over 40,000 patient visits to improve the overall mental health of our community; and WHEREAS, the country has had a persistent physician shortage in recent years, and the American Association of Medical Colleges predicts a shortage of up to 86,000 physicians by 2036; and WHEREAS,National Doctors Day began in 1993 as a local commemoration in Barrow County, Georgia to celebrate the date on which Dr. Crawford W. Long managed the primary ether sedative for surgery on March 30, 1842; and WHEREAS,the Senate and House of Representative of the United States of America in Congress assembled, That March 30, 1990, is designated as ‘National Doctors Day’, and the President is authorized and requested to issue a proclamation calling upon the people of the United States to observe the day with appropriate programs, ceremonies, and activities; and CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-96,Version:1 NOW, THEREFORE, BE IT RESOLVED THAT the County Board of Supervisors of Contra Costa does hereby recognize March 30, 2025, as National Doctors’ Day in Contra Costa County. We urge all residents to join us in expressing gratitude and appreciation to doctors for their vital service, dedication, and care. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025-98 Name: Status:Type:Consent Resolution Passed File created:In control:3/14/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-98 declaring April 9, 2025, as Education & Sharing Day, in Contra Costa County, as recommended by Supervisor Gioia. Attachments:1. Resolution 2025-98 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Gioia, District I Supervisor Report Title:ADOPT Resolution declaring April 9, 2025 as Education & Sharing Day in Contra Costa County ☐Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution declaring April 9, 2025 as Education & Sharing Day in Contra Costa County FISCAL IMPACT: N/A BACKGROUND: Contra Costa County has annually proclaimed a day in April as Education and Sharing Day. CONSEQUENCE OF NEGATIVE ACTION: N/A CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-98,Version:1 The Board of Supervisors of Contra Costa County, California IN THE MATTER OF Proclaiming April 9, 2025, as Education & Sharing Day, in Contra Costa County. WHEREAS,the basis for the continuity of any society is education; and in Contra Costa County the education of our youth is a priority; and WHEREAS, to achieve its highest goals, education must not only impart knowledge but also teach the students how to live, forming and strengthening their moral character to make a better life for themselves as individuals and for society as a whole; and WHEREAS, the global spiritual leader, the Rebbe, Rabbi Menachem M. Schneerson, of righteous memory, stressed that a moral and ethical education empowers every individual to develop their full potential in making the world a better place; and WHEREAS, such an education can nurture the unity of diverse peoples through encouraging increased acts of goodness and kindness, imbued with the awareness that even a single positive act of an individual can change the world and usher in an era of global peace; and WHEREAS, April 9, 2025, will mark 123 years since the Rebbe’s birth, and this year begins the celebrations of the 75th anniversary of his leadership of the Chabad-Lubavitch movement. “Chabad” is an acronym of three Hebrew words for “wisdom, understanding and knowledge.” The name “Lubavitch” comes from the city which served as the movement’s headquarters for over a century and means city of love. Of all the ethical values which inform our civilization, none is more important than love - love of wisdom, love of our fellowman, and love of our Creator. These values, rooted in the Seven Noahide Laws, have guided the Chabad-Lubavitch movement throughout its history, and are the essence of education at its best, and we should be certain to pass on this precious heritage to all young Americans; and WHEREAS, “Education & Sharing Day” is observed each year on the Rebbe's birthday in recognition of his outstanding and lasting contributions toward the improvement of education, morality, and acts of charity around the world; a day to pause and reflect on our responsibility to ensure our youth have the foundation necessary to lead lives rich in purpose and fulfillment through service and good works; and CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-98,Version:1 NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County does hereby proclaim Wednesday, April 9, 2025, to be: EDUCATION AND SHARING DAY, Contra Costa County and call upon government officials, educators, volunteers, and citizens to reach out to those within your communities and work to create a better, brighter, and more hopeful future for all. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025-99 Name: Status:Type:Consent Resolution Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-99 recognizing Aalia Bachar as the 2025 Youth Hall of Fame Awardee for Innovation and Empowerment Rising Star, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-99 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Diane Burgis, District III Supervisor Report Title:Resolution Recognizing Aalia Bachar as the 2025 Youth Hall of Fame Awardee for Innovation and Empowerment Rising Star ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution Recognizing Aalia Bachar as the 2025 Youth Hall of Fame Awardee for Innovation and Empowerment Rising Star FISCAL IMPACT: None. BACKGROUND: None. CONSEQUENCE OF NEGATIVE ACTION: Resolution not approved. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-99,Version:1 The Board of Supervisors of Contra Costa County, California In the matter of: Recognizing Aalia Bachar as the 2025 Youth Hall of Fame Awardee for Innovation and Empowerment Rising Star. WHEREAS, every March,the Contra Costa Board of Supervisors hosts a celebration in honor of César E. Chávez in recognition of his commitment to social justice and respect for human dignity; and WHEREAS, we take this opportunity to share stories of local students who are working hard to move us forward and improve the lives of others; and WHEREAS, we recognize these students with the Youth Hall of Fame Awards, during the celebration, for their contributions to our community and in the spirit of one of country’s most treasured activists:César E. Chávez; and WHEREAS, the Contra Costa County Board of Supervisors is proud to recognize Aalia Bachar, an 8th grader from Knightsen Elementary School, in Knightsen, CA; and WHEREAS, Aalia excels academically and is an active member of multiple extracurricular activities including basketball, drama and 4-H. WHEREAS, Aalia has demonstrated outstanding leadership as the head of her school’s Tabacco Use Prevention Education (TUPE) program. Her school has had zero incidents of vaping this year due to her efforts of tobacco prevention on campus. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-99,Version:1 WHEREAS, Aalia’s grace, dedication and commitment to her community is truly exceptional. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County does hereby recognize Aalia Bachar as the 2025 Youth Hall of Fame Awardee for Innovation and Empowerment Rising Star, and for the exemplifying the values of service, integrity, kindness, activism and leadership that César E. Chávez embodied, through his life. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 100 Name: Status:Type:Consent Resolution Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-100 recognizing Maddox Lindsey- Pedraza as the 2025 Youth Hall of Fame Awardee for Perseverance Rising Star, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-100 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Diane Burgis, District III Supervisor Report Title:Resolution Recognizing Maddox Lindsey- Pedraza as the 2025 Youth Hall of Fame Awardee for Perseverance Rising Star. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution Recognizing Maddox Lindsey- Pedraza as the 2025 Youth Hall of Fame Awardee for Perseverance Rising Star. FISCAL IMPACT: None. BACKGROUND: None. CONSEQUENCE OF NEGATIVE ACTION: Resolution will not be approved. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-100,Version:1 The Board of Supervisors of Contra Costa County, California In the matter of: Recognizing Maddox Lindsey- Pedraza as the 2025 Youth Hall of Fame Awardee for Perseverance Rising Star. WHEREAS, every March,the Contra Costa Board of Supervisors hosts a celebration in honor of César E. Chávez in recognition of his commitment to social justice and respect for human dignity; and WHEREAS, we take this opportunity to share stories of local students who are working hard to move us forward and improve the lives of others; and WHEREAS, we recognize these students with the Youth Hall of Fame Awards, during the celebration, for their contributions to our community and in the spirit of one of country’s most treasured activists:César E. Chávez; and WHEREAS, the Contra Costa County Board of Supervisors is proud to recognize Maddox - Lindsey- Pedraza, an 8th grader from Thomas Gaines Virutal Academy, in Antioch, CA; and WHEREAS, Maddox excels in academics, volunteerism and sports. He is fully committed to the Antioch Council of Teens meetings to ensure his voice is heard and is significantly contributing to the group. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-100,Version:1 WHEREAS, Maddox has demonsrated resilience, determination and eagerness to participate in class discussions, activities and personal growth. WHEREAS, Maddox’s positivity, kindness and perseverance is uplifting to his peers. His hard work and dedication is truly remarkable. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County does hereby recognize Maddox Lindsey- Pedraza as the 2025 Youth Hall of Fame Awardee for Perseverance Rising Star and for the exemplifying the values of service, integrity, kindness, activism and leadership that César E. Chávez embodied, through his life. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 101 Name: Status:Type:Consent Resolution Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-101 recognizing Megan Reese Dowdy as the 2025 Youth Hall of Fame Awardee for Volunteerism, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-101 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Diane Burgis, District III Supervisor Report Title:Resolution Recognizing Megan Reese Dowdy as the 2025 Youth Hall of Fame Awardee for Volunteerism. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution Recognizing Megan Reese Dowdy as the 2025 Youth Hall of Fame Awardee for Volunteerism. FISCAL IMPACT: None. BACKGROUND: None. CONSEQUENCE OF NEGATIVE ACTION: Resolution will not be adopted. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-101,Version:1 The Board of Supervisors of Contra Costa County, California In the matter of: Recognizing Megan Reese Dowdy as the 2025 Youth Hall of Fame Awardee for Volunteerism. WHEREAS, every March,the Contra Costa Board of Supervisors hosts a celebration in honor of César E. Chávez in recognition of his commitment to social justice and respect for human dignity; and WHEREAS, we take this opportunity to share stories of local students who are working hard to move us forward and improve the lives of others; and WHEREAS, we recognize these students with the Youth Hall of Fame Awards, during the celebration, for their contributions to our community and in the spirit of one of country’s most treasured activists:César E. Chávez; and WHEREAS, the Contra Costa County Board of Supervisors is proud to recognize Megan Reese Dowdy, a sophomore from Heritage High School, in Brentwood, CA; and WHEREAS, Megan is excels academically and in volunteerism. She has devoted over 400 hours of community service and has earned the Gold President’s Volunteer Service Award for three consecutive years. Megan is also an active member of her schools Speech and Debate club. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-101,Version:1 WHEREAS, Megan has supporting the Disabled American Verteran , the Food Bank of Contra Costa and Solano and the military community. Megan took the initiative and created the Food Totes drive, where she replaced plastic bags and created reusable cloth bags. She also gathered care packages for deployed troops to spread holiday cheer. WHEREAS, Megan compassion, dedication and remarkable achievements are truly insirping to her community. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County does hereby recognize Megan Reese Dowdy as the 2025 Youth Hall of Fame Awardee for Volunteerism, and for the exemplifying the values of service, integrity, kindness, activism and leadership that César E. Chávez embodied, through his life. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 102 Name: Status:Type:Consent Resolution Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-102 recognizing Kaelyn Matthis as the 2025 Youth Hall of Fame Awardee for Perseverance, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-102 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Gioia, District I Supervisor Report Title: Resolution in the matter of: Recognizing Kaelyn Matthis as the 2025 Youth Hall of Fame Awardee for Perseverance. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Recognizing Kaelyn Matthis as 2025 Youth Hall of Fame Awardee for Perseverance. FISCAL IMPACT: None BACKGROUND: See Resolution. CONSEQUENCE OF NEGATIVE ACTION: N/A CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-102,Version:1 The Board of Supervisors of Contra Costa County, California IN THE MATTER OF Recognizing Kaelyn Matthis as the 2025 Youth Hall of Fame Awardee for Perseverance. WHEREAS, every March, the Contra Costa County Board of Supervisors hosts a celebration in honor of Cesar E. Chavez in recognition of his commitment to social justice and respect for human dignity; and WHEREAS, this year’s theme is His Legacy, Our Time-Su Legado, Nuestro Tiempo; and WHEREAS, we take this opportunity to share stories of local students who are working hard to move us forward and improve the lives of others: and WHEREAS, we recognize these students with the Youth Hall of Fame Awards during the celebration for their contributions to our community and in the spirit of one of our country’s most treasured activists: Cesar E. Chavez; and WHEREAS, the Contra Costa County Board of Supervisors is proud to recognize Kaelyn Matthis, a freshman at Pinole Valley High School in Pinole, CA; and WHEREAS, Kaelyn exemplifies leadership, teamwork and selfless service; and WHEREAS, despite tragic events in her life, Kaelyn persists in her academics making the Honor Roll; and WHEREAS, Kaelyn participates in the Annual Adopt a Child for the Holiday with Keyz 2 the Future event as a face painter and leading makeup tutorial workshops for her peers; and WHEREAS, Kaelyn fosters collaboration and unity in every space she enters making a lasting impact on peers and the community; and WHEREAS, Kaelyn exemplifies perseverance through her resilience and ability to uplift others around her; and CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-102,Version:1 NOW, THEREFORE, BE IT RESOLVED: that the Board of Supervisors of Contra Costa County does hereby recognizes Kaelyn Matthis as the 2025 Youth Hall of Fame Awardee for Perseverance, and for exemplifying values of service, integrity, kindness, activism and leadership that Cesar Chavez practiced through his life. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 103 Name: Status:Type:Consent Resolution Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-103 recognizing Karlina J. Meyer as the 2025 Youth Hall of Fame Awardee for Leadership & Civic Engagement, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-103 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Ken Carlson, District IV Supervisor Report Title:Resolution recognizing Karlina J. Meyer as the 2025 Youth Hall of Fame Awardee for Leadership & Civic Engagement, as recommended by the Cesar Chavez Committee. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Adopt Resolution recognizing Karlina J. Meyer as the 2025 Youth Hall of Fame Awardee for Leadership & Civic Engagement. FISCAL IMPACT: N/A BACKGROUND: Karlina J. Meyer is a senior at Carondelet High School. CONSEQUENCE OF NEGATIVE ACTION: N/A CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-103,Version:1 The Board of Supervisors of Contra Costa County, California IN THE MATTER OF recognizing Karlina J. Meyer as the 2025 Youth Hall of Fame Awardee for Leadership & Civic Engagement WHEREAS, Karlina J. Meyer, a senior at Carondelet High School, has exemplified the qualities of leadership, responsibility, and commitment to civic engagement during her time as a student and community leader; and WHEREAS, Karlina has shown dedication to enhancing youth civic engagement through her involvement with the League of Women Voters Diablo Valley, where she has been instrumental in developing and updating a Do-It-Yourself (DIY) student voting station at Carondelet High School; and WHEREAS, Karlina demonstrated her leadership by founding and leading a political club at Carondelet High School, creating a safe and open space for students to discuss and engage in important issues; and WHEREAS, despite challenges in securing a faculty advisor, Karlina persisted in her efforts to promote civic engagement and, through her leadership, played an integral role in launching a Youth Voter Outreach team in partnership with the League of Women Voters Diablo Valley, St. Mary's College students, and the Contra Costa County Elections Office; and WHEREAS, Karlina’s creativity and initiative were key in the development of TikTok videos and livestream Instagram Town Halls to engage young adults in the voting process, helping to inform and inspire youth participation in local elections; and WHEREAS, in addition to her work with the League of Women Voters, Karlina interned in Assemblymember Tim Grayson’s office and worked as a campaign intern for Congressman Eric CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-103,Version:1 Swalwell, further honing her skills in political campaigning and public service; and WHEREAS, Karlina’s contributions extend beyond civic engagement, as she balances her academic achievements, athletic involvement, and volunteer work, earning recognition from her peers and community; and NOW, THEREFORE, BE IT RESOLVED: that the Board of Supervisors of Contra Costa County does hereby recognize Karlina J. Meyer as the 2025 Youth Hall of Fame Awardee for Leadership & Civic Engagement, and for exemplifying the values of service, integrity, kindness, activism, and leadership that Cesar Chavez embodied through his life. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 104 Name: Status:Type:Consent Resolution Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-104 recognizing Hope Huffmaster as the 2025 Youth Hall of Fame Rising Star Awardee for Volunteerism, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-104 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Ken Carlson, District IV Supervisor Report Title:ADOPT Resolution recognizing Hope Huffmaster as the 2025 Youth Hall of Fame Rising Star Awardee for Volunteerism, as recommended by the Cesar Chavez Committee.text. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution recognizing Hope Huffmaster as the 2025 Youth Hall of Fame Rising Star Awardee for Volunteerism. FISCAL IMPACT: N/A BACKGROUND: Hope Huffmaster,is a 8th grader at Knightsen Elementary School in Knightsen, Ca. CONSEQUENCE OF NEGATIVE ACTION: N/A CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:RES 2025-104,Version:1 The Board of Supervisors of Contra Costa County, California IN THE MATTER OF recognizing Hope Huffmaster as the 2025 Youth Hall of Fame Rising Star Awardee for Volunteerism WHEREAS,Hope Huffmaster, a dedicated 8th grade student at Knightsen Elementary School, has demonstrated exceptional volunteerism and leadership through her numerous contributions to her school, local community, and beyond; and WHEREAS, Hope has actively participated in a wide range of school activities, including drama, yearbook, band, leadership, and the Tobacco Use Prevention Education (TUPE) programs, while also excelling as an athlete on the school’s basketball team; and WHEREAS, Hope has shown an unwavering commitment to her school and community by volunteering in city clean-up events, supporting school leadership activities, and assisting with numerous events organized by the school; and WHEREAS, Hope has extended her volunteerism beyond her school to support the Bay Church in Brentwood, where she has spent extensive hours in the nursery and has been an active leader in the Youth Group Leadership Team, mentoring and inspiring others; and WHEREAS, Hope has dedicated countless hours to the Adventure Therapy Foundation, a non-profit organization which supports families dealing with the emotional and psychological challenges of cancer, helping them overcome the fear, isolation, and broken identity that often accompany the illness; and WHEREAS, Hope’s efforts through the Adventure Therapy Foundation, as well as her volunteer work in other organizations, have been instrumental in bringing healing, hope, and support to those in need, demonstrating her selflessness and deep commitment to helping others; and WHEREAS, Hope has consistently demonstrated the qualities of a compassionate, driven, and selfless leader, CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:RES 2025-104,Version:1 and her volunteerism and dedication to positive change continue to make a significant impact on the lives of those around her; NOW, THEREFORE, BE IT RESOLVED:that the Board of Supervisors of Contra Costa County does hereby recognize Hope Huffmaster as the 2025 Youth Hall of Fame Rising Star Awardee for Volunteerism, and for exemplifying the values of service, integrity, kindness, activism, and leadership that Cesar Chavez embodied through his life. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 105 Name: Status:Type:Consent Resolution Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-105 recognizing Christophe Davis as the 2025 Cesar Chavez Teamwork Award Winner, as recommended by Cesar Chavez Committee. Attachments:1. Resolution 2025-106 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Candace Andersen, District II Supervisor Report Title:Resolution recognizing Christophe Davis as the 2025 Cesar Chavez Teamwork Award Winner. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Resolution recognizing Christophe Davis as the 2025 Cesar Chavez Teamwork Award Winner. FISCAL IMPACT: No fiscal impact BACKGROUND: Resolution recognizing Christophe Davis as the 2025 Cesar Chavez Teamwork Award Winner. CONSEQUENCE OF NEGATIVE ACTION: No negative action CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 4 powered by Legistar™ File #:RES 2025-105,Version:1 The Board of Supervisors of Contra Costa County, California Resolution recognizing Christophe Davis as the 2025 CESAR CHAVEZ TEAMWORK award winner CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 4 powered by Legistar™ File #:RES 2025-105,Version:1 Whereas, serving her fellow students has been a huge mission of Christophe’s; and Whereas,Christophe is a transformative leader whose dedication to equity,inclusion and advocacy has reshaped her school and community; and Whereas, Christophe serves as the President of the Miramonte Black Student Union and State Vice President of Black Students of California United. She has expanded student representation, led district-wide initiatives, and organized impactful events such as the Black Student Summit and Black Excellence Month celebrations; and Whereas,Christophe is well-known through her work with Girls Crushing It.She has empowered young women in entrepreneurship,and her book,Vibranium Ventures,has provided business education to over 1,100 students; and Whereas,Christophe overcame significant obstacles and remains a resilient and visionary changemaker.She is known to be kindhearted and dedicated to the people in her community; and Whereas,Christophe approaches every challenge with a solution-oriented approach.She demonstrates adaptability and extraordinary work ethic and resilience and CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 4 powered by Legistar™ File #:RES 2025-105,Version:1 Now, therefore be it resolved that the Board of Supervisors of Contra Costa County does hereby honor Christophe Davis For her long-standing dedication and contributions to those he serves in his commnity and beyond CONTRA COSTA COUNTY Printed on 5/29/2025Page 4 of 4 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 106 Name: Status:Type:Consent Resolution Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-106 recognizing Johann Webber as the 2025 Cesar Chavez Innovation and Empowerment Award Winner, as recommended by Cesar Chavez Committee. Attachments: Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Candace Andersen, District II Supervisor Report Title:Resolution recognizing Johann Webber as the 2025 Cesar Chavez Innovation and Empowerment Award Winner ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Resolution recognizing Johann Webber as the 2025 Cesar Chavez Innovation and Empowerment Award Winner FISCAL IMPACT: No negative impact BACKGROUND: Resolution recognizing Johann Webber as the 2025 Cesar Chavez Innovatiob and Empowerment Award Winner CONSEQUENCE OF NEGATIVE ACTION: No negative action CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 4 powered by Legistar™ File #:RES 2025-106,Version:1 The Board of Supervisors of Contra Costa County, California Resolution recognizing JOHANN WEBBER as the 2025 CESAR CHAVEZ INNOVATION AND EMPOWERMENT award winner CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 4 powered by Legistar™ File #:RES 2025-106,Version:1 Whereas,providing support to the indigenous people has been an integral part of his life's work.As a community volunteer,Johann has been an outstanding supporter,ardent community activist,and tireless worker for initiatives the indigenous community; and Whereas,Johann began his volunteerism with the founding of Bricks for All with the goal of providing LEGO kits to indigenous children.Johann has personally sourced and donated LEGOS and has received funding from Google and Linux raising $27,000 so far and is projecting to raise $45,000 before summer; and Whereas,Johann travels nationwide to states with large indigenous populations and can run workshops sparking students’ excited and creativity. He has provided over one thousand indigenous children with LEGO kids. Johann is also able to reach out to middle school, high school and college students attending Native American schools and teach them important lessons such as leadership, fundraising and community outreach; and Whereas,Johann is able to facilitate high-level STEM lessons on engineering concepts related to LEGOS and brick structures,such as buildings and bridges.Through LEGOS,Johann has been able to teach children the history and other interesting facts about LEGOS; and Whereas,Johann has been able to successfully partner with organizations like Native Rising and has spoken before the Tribal Youth Council. Johann has received the support and blessing of community elders; and CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 4 powered by Legistar™ File #:RES 2025-106,Version:1 Whereas,Johann also serves as a leader in many other pursuits.Johann serves the Finance Director at AAPI Youth Rising and is actively involved in the Stanford Online High School Robotics Team and Dublin Robotics where he serves as Hardware Lead; and Now, therefore be it resolved that the Board of Supervisors of Contra Costa County does hereby honor Johann Webber For his long-standing dedication and contributions to those he serves in his commnity and beyond CONTRA COSTA COUNTY Printed on 5/29/2025Page 4 of 4 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025- 107 Name: Status:Type:Consent Resolution Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-107 recognizing Arianna Shirin Bustamente as the 2025 Cesar Chavez Good Samaritan Award Winner, as recommended by the Cesar Chavez Committee. Attachments:1. Resolution 2025-107 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Candace Andersen, District II Supervisor Report Title:Recognizing Arianna Bustamante ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Recognizing Arianna Bustamante for Good Samaritan Award Winner FISCAL IMPACT: None BACKGROUND: See resolution. CONSEQUENCE OF NEGATIVE ACTION: N/A CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 4 powered by Legistar™ File #:RES 2025-107,Version:1 The Board of Supervisors of Contra Costa County, California Resolution recognizing Arianna Shirin Bustamante as the 2025 CESAR CHAVEZ GOOD SAMARITAN award winner CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 4 powered by Legistar™ File #:RES 2025-107,Version:1 Whereas,is a compassionate leader and advocate dedicated to uplifting her community;Arianna founded Brighter Futures Fund,a nonprofit providing tutoring services to support underfunded Bay Area schools, ensuring students have access to quality education; and Whereas,Arianna recognized the educational disparities in her community,and took action,recruiting volunteers and building a program that offers academic support to children who might not otherwise have access to these resources; and Whereas, and Whereas,Arianna is a Leadership Council member of the Peter Pan Foundation,she uses music and mentorship to bring hope to children facing life-threatening illnesses.Arianna leads with integrity, perseverance, and innovation, inspiring others through service, teamwork, and creative solutions; and Whereas,Arianna has qualities that extend beyond academic achievement.She is known as being resourceful, capable of finding solutions even in challenging circumstances; and Whereas,and Arianna is a true Good Samaritan,she gives selflessly,empowering those around her to strive for change and a brighter future. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 4 powered by Legistar™ File #:RES 2025-107,Version:1 Now, therefore be it resolved that the Board of Supervisors of Contra Costa County does hereby honor Arianna Shirin Bustamante For her long-standing dedication and contributions to those she serves in her commnity and beyond CONTRA COSTA COUNTY Printed on 5/29/2025Page 4 of 4 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1195 Name: Status:Type:Consent Item Passed File created:In control:2/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ACCEPT the resignation of Clearnise Bullard, DECLARE a vacancy in the Private/Non Profit Alternate #1 seat on the Economic Opportunity Council for a term ending June 30, 2025 and DIRECT the Clerk of the Board to post the vacancy, as recommended by the Employment and Human Services Director. Attachments:1. Vacancy Notice Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Marla Stuart, Employment and Human Services Director Report Title:Economic Opportunity Council Resignation & Declare Vacancy ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ACCEPT the resignation of Clearnise Bullard, DECLARE a vacancy in the Private/Non Profit Alternate seat #1 on the Economic Opportunity Council for a term ending June 30, 2025 and DIRECT the Clerk of the Board to post the vacancy. FISCAL IMPACT: There is no fiscal impact for this action. BACKGROUND: Clearnise Bullard was appointed by the Board of Supervisors on November 12, 2024 with a term ending on June 30, 2025. CONSEQUENCE OF NEGATIVE ACTION: The seat would remain occupied and not allow a new appointment to be made. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1195,Version:1 CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1196 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ACCEPT the resignation of Terri Tobey effective immediately; DECLARE a vacancy in the District II Seat on the In-Home Supportive Services Public Authority Advisory Committee, and DIRECT the Clerk of the Board to post the vacancy, for a term ending May 25, 2026, as recommended by Supervisor Andersen. Attachments:1. Vacancy Notice Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Candace Andersen, District II Supervisor Report Title:RESIGNATION FROM THE IN-HOME SUPPORTIVE SERVICES PUBLIC AUTHOIRTY ADVISORY COMMITTEE RECOMMENDATIONS: ACCEPT the resignation of Terri Tobey effective immediately; DECLARE a vacancy in the District II Seat on the In-Home Supportive Services Public Authority Advisory Committee, and DIRECT the Clerk of the Board to post the vacancy, for a term ending May 25, 2026, as recommended by Supervisor Candace Andersen. FISCAL IMPACT: NONE BACKGROUND: The In-Home Supportive Services Public Authority Advisory Committee serves as an advisory council to the In -Home Support Services Public Authority (IHSS), which is administered by the Employment and Human Services Department (EHSD). IHSS provides specialized support services to residents who are frail, elderly, blind, or disabled. Public Authority has an Advisory Committee whose membership is composed of individuals who are current or past users of personal assistance services paid for through public or private funds and professional representatives from the Community. CONSEQUENCE OF NEGATIVE ACTION: The seat will remain filled without the benefit of a member attending. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 1 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1197 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ACCEPT the resignation of Maxwell Prost, DECLARE a vacancy in Youth Representative Seat 2 on the Juvenile Justice Coordinating Council for a term ending October 22, 2026, and DIRECT the Clerk of the Board to post the vacancy, as recommended by the County Probation Officer. Attachments:1. Vacancy Notice Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Esa Ehmen-Krause, County Probation Officer Report Title:Declare Youth Representative Seat 2 vacant ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ACCEPT the resignation of Maxwell Prost, DECLARE a vacancy in Youth Representative Seat 2 on the Juvenile Justice Coordinating Council, and DIRECT the Clerk of the Board to post the vacancy as recommended by the County Probation Officer. FISCAL IMPACT: No Fiscal Impact BACKGROUND: Upon reviewing Maxwell Prost resignation notification, the Juvenile Justice Coordinating Council has made the recommendation to remove Maxwell Prost. This will leave Youth Representative Seat 2 vacant. CONSEQUENCE OF NEGATIVE ACTION: The committee will not have a member who actively participates, and it will be difficult to reach quorum. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1197,Version:1 CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1198 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPOINT Beatriz Lainez to the District IV Seat 1 and Don S. Seta to District IV Seat 2 on the Measure X Community Advisory Board for terms ending on March 31, 2027, as recommended by Supervisor Carlson. Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Ken Carlson, District IV Supervisor Report Title:APPOINT Beatriz Lainez to the District IV Seat 1, Don S. Seta to District IV Seat 2 on the Measure X Community Advisory Board for a term ending on March 31, 2027, as recommended by Supervisor Carlson. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPOINT Beatriz Lainez to the District IV Seat 1 and Don S. Seta to District IV Seat 2 on the Measure X Community Advisory Board for terms ending on March 31, 2027, as recommended by Supervisor Carlson. FISCAL IMPACT: None BACKGROUND: The Measure X Community Advisory Board was established by the Board of Supervisors on February 2, 2021 to advise the Board of Supervisors on the use of Measure X transactions and use tax funds. CONSEQUENCE OF NEGATIVE ACTION: The appointment would not be made and the District would not have representation on the commission. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1198,Version:1 CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1199 Name: Status:Type:Consent Item Passed File created:In control:3/17/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPOINT Nicole Bilich, Human Resources Manager, to the Management Seat #1 on the Advisory Council on Equal Employment Opportunity for a term ending November 30, 2025 as recommended by the County’s Equal Employment Opportunity (EEO) Officer. Attachments:1. Bilich Nicole (ACEEO) 02-27-25 OOC Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Karen Caoile, Director of Risk Management Report Title:Appointment to the Advisory Council on Equal Employment Opportunity ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPOINT Nicole Bilich, Human Resources Manager, to the Management Seat # 1 for the term ending November 30, 2025, as recommended by the County’s Equal Employment Opportunity (EEO) Officer. FISCAL IMPACT: None BACKGROUND: The Board of Supervisors makes appointments to two distinct types of seats on its advisory bodies. The following process will be followed for appointments to these two types of seats: Type 1: Supervisorial District Appointments: Applications may be delivered to either the Clerk of the Board or to the District Supervisor's office. Applications received by a supervisor’s office are to be sent to the Clerk of the Board, and a copy is to be retained by the Supervisor's office. The Clerk of the Board will ensure that the Supervisor has a copy of all applications originally filed with the Clerk of the Board. Type 2: At Large/Countywide Appointments: Applications are sent to the Clerk of the Board. The Clerk of the Board will distribute the applications to the appropriate interviewer. Except for the Planning Commission and the Treasury Oversight Committee, bodies may generally conduct their interviews of applicants, unless provided direction by a Board Committee. When an advisory body conducts interviews, the body's recommendation will be provided to a Board Committee for further review, along with all applications received for the applicable seat. In all cases, the Board Committee decides which applicants to nominate for full Board CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1199,Version:1 action. The ACEEO falls under Type 2. CONSEQUENCE OF NEGATIVE ACTION: The ACEEO will not fulfill its goal of having diverse representations serve on the committee. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ Submit Date: Feb 27, 2025 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: N/A - Out of County Length of Employment 2.5 yrs Do you work in Contra Costa County? Yes No If Yes, in which District do you work? District 5 How long have you lived or worked in Contra Costa County? 2.5 yrs Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Advisory Council on Equal Employment Opportunity: Submitted Nicole Bilich Business: (925) 655-2179 nicole.bilich@hrd.cccounty.us Contra Costa County Human Resources Manager Nicole Bilich Seat Name Management Seat #1 Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? 1 Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Dominican University of CA Degree Type / Course of Study / Major BA / Human Resources Management Degree Awarded? Yes No College/ University B Name of College Attended Dominican University of CA Degree Type / Course of Study / Major MBA / Strategic Leadership Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Nicole Bilich Upload a Resume Degree Awarded? Yes No Other Trainings & Occupational Licenses Other Training A Labor Studies and Employment Relations Certificate Awarded for Training? Yes No Other Training B Change Management Certificate Awarded for Training? Yes No Occupational Licenses Completed: Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. In my current role within the County, my position responsibilities include overseeing recruitment, classification, compensation and training. These areas are aligned with the purpose of the Advisory Council for Equal Employment Opportunity and I feel that I could help to facilitate and put into practice many of the initiatives the Council has targeted. I also bring with me an understanding of the current practices, laws and regulations surrounding both HR and EEO, as well as within the County. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) I have spent the past 20 years within the HR profession in both the public and private sectors. In this time, I have served in both management and frontline staff position within recruiting, classification and compensation. These positions have each been rooted in EEO whether it is from the perspective of outreach, diversity in hiring, equality in testing, or similar. Additionally, I served time performing the duties of an EEO Officer while employed at the City of Napa which I believe would greatly benefit the Council. Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Nicole Bilich Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: My HR management duties occasionally include meetings with executive management and union representatives that require my attendance. Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: N/A If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: N/A List any volunteer or community experience, including any advisory boards on which you have served. Previously the Executive Director for the Civil Service Commission for the City of Napa. Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: N/A Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: I am an employee of the County of Contra Costa. Nicole Bilich Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information 1.This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2.All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3.Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4.Meetings may be held in various locations and some locations may not be accessible by public transportation. 5.Meeting dates and times are subject to change and may occur up to two (2) days per month. 6.Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7.As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Nicole Bilich NICOLE BILICH, MBA HUMAN RESOURCES LEADER / BUSINESS PARTNER Over 20 years of HR leadership and management experience positioning HR as a true business partner. Proven ability to work with senior management to integrate the human resources function into the overall business operating strategy enabling long-term human resources and business success. Special expertise in human resource department development and redesign. In depth knowledge of all Human Resources areas from a process and management perspective. Experienced at utilizing technology to improve organizational performance. MBA and certifications in Labor Studies & Employment Relations and Change Management. Human Resources Operations and Shared Service Center Management - Short & Long Term Strategic Planning – Change Management – Recruitment Lifecycle - Executive/Staff Coaching & Succession Planning - Human Capital Optimization &Workforce Planning – Labor & Union Relations - Organizational Development – Diversity, Equity & Inclusion - Talent & Leadership Development - Policy Design & Implementation - Mergers & Acquisitions - System Implementation & Administration - Project Management - Domestic & International Projects – Private & Public Entity Experience EDUCATION M.B.A., Business & Strategic Leadership, Dominican University of California, San Rafael, CA B.A., Human Resources Management, Dominican University of California, San Rafael, CA Certificate, Change Management Practitioner, Prosci, Sacramento, CA Certificate, Labor Studies and Employment Relations, Pennsylvania State University, University Park, PA PROFESSIONAL EXPERIENCE Contra Costa County – Martinez, Ca – Public government entity 2022 - Present Human Resources Manager, Talent & Development Provide leadership to Recruitment, Compensation and Classification, and Professional and Organizational Development Divisions. Oversee all recruiting and hiring activities, strategic planning, policy and procedure development, training & development, classification and compensation studies and benchmarking. Manage the County's official Position Classification and Compensation Plans, ensuring alignment with all County Policies & Procedures, MOU’s and State/Federal requirements. Actively involved in employee education and city-wide recognition programs. Consult with, advise and make recommendations to the Board of Supervisors, County Administrator, department directors, managers and supervisors regarding merit system rules and related personnel policies, rules, procedures and legal requirements. •Successfully partnered with a community focus group to develop and launch the Office of Racial Equity and Social Justice, creating a leadership structure and identifying Co-Directors to manage the day-to-day activities of the department •Reduced time to hire by 26% my first year of employment and 18%+ annually during subsequent two years •Oversaw development and implementation of the County’s first leadership development series “Leadership Launchpad” •Key leader member on task force accountable for process mapping and streamlining processes for efficiently serving the County’s Healthcare System •Establishing a market based competitive wage structure and compensation strategy for revamping the competitive positioning of the County in the talent market •Developed requirements and standards for County-wide performance management system Bilich Consulting Group - Elk Grove, Ca – Private consulting company 2011 – Present Principal Consultant / Owner Human Resources consulting to include policy development, HR audits, legal compliance, employee and labor relations, compensation planning, salary surveys, job specification development and revision, development and implementation of strategies for human resources related organizational improvement and redesign, development and implementation of workforce planning strategies. Amazon – Stockton, Ca – Multinational Technology company 2021 - 2022 Human Resources Site Leader Led Human Resources team and people initiatives, driving HR functional excellence and process improvements affecting business objectives, productivity and development. Created and drove effective human capital development, employee relations, retention and reward programs. Provided solutions focused in an environment which demands strong deliverables along with the ability to identify problems and drive appropriate solutions. •Led the successful launch of a new 700,000 sqft. Amazon location, scaling from 100 to 2400 associates in the first 4 months, by executing people initiatives and driving HR functional excellence •Served as Amazon spokesperson for Career Choice launch, Peak & Career Day, upskilling events, and Amazon goes Gold enhancing public relations and employee engagement •Directed the Alternative Workweek Schedule (AWS) campaign, improving work-life balance and flexibility for employees, and participated in LinkedIn learning podcast series on workplace flexibility. University of California Davis - Davis, Ca – Public educational institution 2019 – 2021 Human Resources Director / Leader, Shared Service Center Led Human Resources and Service Center team, providing leadership for the College of Agricultural & Environmental Sciences and the College’s associated Distributed Shared Services Center (DISSC) serving over 3800 personnel, ensuring high-quality HR services. Served as the primary consultant on complex and multi-dimensional HR matters, recommending solutions and partnering with management to maximize departmental impact, enhancing overall efficiency. •Lead team to optimize integration of UCPath (PeopleSoft) functions, enhancing system integration and utilization •Developed and implemented a continuous improvement culture, achieving high levels of stakeholder service and engagement •Served as a charter member of the UCPath Advisory Committee providing guidance and oversight on the people, processes and tools related to UC Path to improve the quality and efficiency of the organization’s services to the UC Davis community. University of California Davis Medical Center - Sacramento, Ca – Public health care center 2018 – 2019 Human Resources Business Partner Provided strategic advice and support to the Executive Director, Professional Services and hospital leadership team, overseeing Human Resources management programs and processes including organizational development, employee and labor relations, compensation/classification, talent acquisition, and training, ensuring alignment with organizational goals. Served as the primary consultant on complex and multi-dimensional HR matters, recommending solutions and partnering with management to maximize departmental impact, enhancing overall efficiency. Responsible for the oversight and implementation of UC system-wide and local Human Resource programs/initiatives. •Launched and managed HR Business Partner Program, improving HR service delivery and stakeholder satisfaction Sacramento Regional Transit - Sacramento, Ca – Public special district entity 2015 – 2018 Senior Human Resources Analyst / Supervisor Managed administrative and technical teams supporting recruitment, classification & compensation and special projects, enhancing operational efficiency. Served as the primary consultant on complex and multi-dimensional HR matters, recommending solutions and partnering with management to maximize departmental impact, enhancing overall efficiency. •Designed and implemented district-wide organizational restructures, improving organizational alignment and efficiency •Created and implemented position management policies, procedures and systems to support long-term growth and expansion, resulting in increased organizational performance Cerner Corporation - Roseville, Ca – Privately held healthcare technology entity 2013 - 2015 Human Resources Partner / Manager Led cross-functional teams both domestically and internationally, collaborating with finance and business leaders to develop and maintain short and long-term workforce plans, ensuring seamless execution of human capital processes. Educated and advised leaders on human capital topics to mitigate business risk and maximize results (e.g. legal trends, recognition, retention strategies, and associate satisfaction.) •Developed and managed the West Coast Human Resource function for the RevWorks/Adventist Health partnership, creating and implementing HR processes and programs to support human capital needs •Championed the transition and integration of over 2300 associates across 19 hospitals in 4 states (California, Oregon, Washington and Hawaii), enhancing operational efficiency and employee satisfaction City of Napa - Napa, Ca - Public government entity 2012 –2013 Personnel Director / Civil Service Manager Led and managed Human Resources team, overseeing recruiting, hiring, strategic planning, policy and procedure development and performance reviews enhancing operational efficiency. Managed Napa's official Position Classification Plan, EEO processes, disciplinary hearing process and all functions and responsibilities of the Civil Service system while serving as Executive Director to the Civil Service Commission. Consulted with, advised and made recommendations to the Civil Service Commission, City Manager, department managers and supervisors regarding Civil Service and related personnel policies, rules, procedures and legal requirements. •Successfully increased EEO utilization rates within the first year of employment, demonstrating commitment to diversity and inclusion •Increased recruitment activity and retention rates by over 80% within first 6 months of employment, significantly improving workforce stability and engagement City of Sacramento – Sacramento, Ca – Public government entity 2005 –2012 Human Resources Manager Led the creation of an internal Human Resources function and team to provide consultation and leadership in the administration and interpretation of employment, employee relations, and performance management policies, procedures, and documentation. Responsible for union relations and disciplinary process. Directly managed HR team, in addition to cross-functional teams. Provided labor reporting and analysis, as well as change management planning and support for Operations Team. Actively involved in employee training and development, managed all leave of absences, FMLA and reasonable accommodations and participated in both the Strategic Planning and Accident Review Committees. •Successfully bargained exemption from furlough program for employees in positions detrimental to public health and safety, saving over $800k annually •Developed and implemented back to work program, enhancing employee reintegration and productivity Arrow Tile Company, Inc. - Rancho Cordova, CA – Privately owned construction company 2003 – 2005 Human Resources Manager Provided HR leadership during a time of rapid growth, managing Administrative, Payroll and Finance personnel. Delivered day- to-day guidance and support to management on human resource practices, policy interpretation, and problem resolution, ensuring compliance with federal and state law. •Developed and implemented a comprehensive Human Resources infrastructure, improving organizational performance and compliance 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1200 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPOINT Dennisha Marsh to the District V, Seat 2 on the Measure X Community Advisory Board, for a term ending March 31, 2027, as recommended by Supervisor Scales-Preston. Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Shanelle Scales-Preston, District V Supervisor Report Title:Appoint to the Measure X Community Advisory Board ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Appoint Dennisha Marsh to the District V, Seat 2 on the Measure X Community Advisory Board, for a term ending on 3/31/2027, as recommended by Supervisor Shanelle Scales-Preston, District V. FISCAL IMPACT: None. BACKGROUND: Measure X Community Advisor Board (MXCAB) advises the Contra Costa Board of Supervisors on Measure X tax fund allocation. ·17 members: 10 District members: 10 District appointees (2 per district), 7 At-Large appointees, plus 10 alternates. ·Terms: District members serve 2 years, At-Large 3 years, max 6 Years. ·Selection: Supervisors nominate District members; Finance Committee selects At-Large members. ·Meetings: Held quarterly, quorum required, no compensation. ·Support: County Administrator’s Office. Ensures transparent, community-driven funding decisions. CONSEQUENCE OF NEGATIVE ACTION: The suggested appointee will not be able to serve on the Measure X Advisory Board, which could impact the body’s ability to achieve quorum and conduct business. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1200,Version:1 CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1201 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPOINT Len Welsh to the District 1 seat for the Assessment Appeals Board for a term ending on September 5, 2027 Attachments:1. Welsh, Len (AAB) 02-25-25 Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Gioia, District I Supervisor Report Title:APPOINT Len Welsh to the District 1 seat for the Assessment Appeals Board for a term ending on September 5, 2027 ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPOINT Len Welsh to the District 1 seat for the Assessment Appeals Board for a term ending on September 5, 2027 FISCAL IMPACT: none BACKGROUND: The Assessment Appeals Board is established to assess and equalize the valuation of the taxable property in the County for the purpose of taxation; and to perform all duties required by the State Board of Equalization and State law CONSEQUENCE OF NEGATIVE ACTION: The appointment would not be made and the District would not have representation on the commission CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1201,Version:1 CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ Submit Date: Feb 25, 2025 First Name Middle Initial Last Name Home Address Suite or Apt r mary one Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 1 Length of Employment Do you work in Contra Costa County? Yes No If Yes, in which District do you work? 1 How long have you lived or worked in Contra Costa County? 18 years Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Assessment Appeals Board: Submitted Len Welsh Self Attorney, Consultant, Lobbyist Len Welsh Seat Name any Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Rutgers U, City College of SF, UC Berkeley, UC Law SF Degree Type / Course of Study / Major BA, Sociology/Spanish Degree Awarded? Yes No College/ University B Name of College Attended City College of SF Degree Type / Course of Study / Major lower division sciences Degree Awarded? Yes No College/ University C Name of College Attended UC Berkeley, UC Law SF Degree Type / Course of Study / Major AB Biochemistry, MS Environmental Health, JD Len Welsh Upload a Resume Degree Awarded? Yes No Other Trainings & Occupational Licenses Other Training A Certificate Awarded for Training? Yes No Other Training B Certificate Awarded for Training? Yes No Occupational Licenses Completed: Member, State Bar of CA Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I have worked in government for just about my entire adult career, in occupational safety and health, environmental protection, and police and community governance. I left the Kensington Police Protection and Community Services District in 2018 and have not served officially in a governmental position since. Since leaving KPPCSD, I started a non-profit animal rescue organization and I've been engaged in animal rescue county wide ever since. Among other interests I've developed along the way, this has made me focus more clearly on the revenue base for the county and the need for the county to ensure that it has the structures in place necessary to support the services it delivers. I feel being in this position will be a modest but good start toward focusing on the many issues that affect county revenue and expenditures. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) Please see my resume. I have extensive experience in state and local government and have devoted my entire adult career to serving the public and working to improve government service to the citizens government serves. Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Len Welsh Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. President and Board Chair, Stitch in Time Animal Rescue (STAR) a 501(c)(3) non-profit org, 2018 to present Director and Three-term President, Board of Directors, Kensington Police Protection and Community Services District, January 2012 through 2018 Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: Len Welsh Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Len Welsh Len Welsh Kensington, CA 94707 Education M.S., Environmental Health Sciences, University of California, Berkeley, 1979-1984. Thesis Title: “The Relationship of Hearing Loss to On-the-Job Noise Exposure of San Francisco Firefighters” U.C. Law, San Franciso 1980-1983 U.C. Berkeley, Biochemistry, 1978-1979 City College of San Francisco, 1977-1978 B.A., Sociology and Spanish, Rutgers University, 1973-1977 Bar Memberships State Bar of California; U.S. Northern and Southern District Courts of California Recent Accomplishments • Conceived and spearheaded the re-design of CA State Compensation Insurance Fund’s recently launched Loss Prevention Program, 2013 to 2019. • Developed strategy for and orchestrated California adoption of the nation’s first comprehensive safety standard to address reinforcing steel construction projects, 2017-2018. Major Cal/OSHA Accomplishments Standards Adoption/amendment: • Nation’s first anti-needlestick protection added to Bloodborne Pathogens Standard, 1998. • Nation’s first Heat Illness Prevention Standard, adopted 2005, amended 2006 and 2010. • California’s first Concrete and Masonry Silica Dust Control Standard, adopted 2008. • Nation’s only Aerosol Transmissible Disease and Zoonotics Standards, adopted, 2009. • Nation’s only Diacetyl (artificial butter flavoring) Exposure Control Standard adopted, 2010. • Over 30 exposure limits (PELs) for toxics adopted for the first time or amended, 2000-2011. Administrative: • Obtained salary parity with Cal/OSHA safety engineers for Cal/OSHA industrial hygienists, 2007. • Spearheaded creation of a new funding structure for Cal/OSHA replacing General Fund support workers’ compensation premium assessment, 2008. • Implemented statewide heat illness prevention program, consisting of partnerships with major industry organizations for training and education, together with intelligence-driven, targeted enforcement and professionally-contracted media strategies, 2005 through 2010. Resume of Len Welsh 24 February 2025 Page two Legislative: • Negotiated a legislative compromise on AB 1208 (Migden), requiring use of anti-stick needles in healthcare settings, facilitating hospital industry and SEIU agreement on a workable approach, 1998. • Negotiated language in SB 783 (Torlakson) revising safety requirements for amusement rides, 2007. • Drafted AB 2774 (Swanson) and negotiated its final wording with the author and major stakeholders, resulting in fundamental redefinition of “serious” citations issued by Cal/OSHA, 2010. Professional Experience Baker & Welsh, LLC Principal Consultant, and Lobbyist--policy, rulemaking, and legislation, August 2018 to present. Len Welsh, Attorney Safety and Health and Environmental, Litigation Strategy; Compliance Consulting, June 2012 to present. Stitch in Time Animal Rescue President, Board Chair, June 2018 to present. State Compensation Insurance Fund Consultant to the President for Workplace Safety, February 2012 through 2019. Board of Directors, Kensington Police Protection and Community Services District Director and Three-term President, January 2012 through 2018. Department of Industrial Relations, Office of the Director: Special Counsel and Acting Chief Counsel, April 2011 through June 2012. Division of Occupational Safety and Health (Cal/OSHA): Chief: October 2007 to April 2011, confirmed by CA Senate in 2008. Acting Chief: April 2003 to October 2007. Staff Counsel, Special Counsel, and Deputy Chief, 1986-1987, 1990-2003. Language: Fluent Spanish 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1202 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPOINT Warren Ritter to the District V, Alternate Seat on the Measure X Advisory Board for a term ending on March 31, 2027, as recommended by Supervisor Scales-Preston. Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Shanelle Scales-Preston, District V Supervisor Report Title:Appointment to the Measure X Advisory Board ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: Appoint Warren Ritter to the District V Alternate Seat on the Measure X Advisory Board, for a term ending on 3/31/2027, as recommended by Supervisor Shanelle Scales-Preston, District V. FISCAL IMPACT: None. BACKGROUND: Measure X Community Advisory Board (MXCAB) MXCAB advises the Contra Costa County Board of Supervisors on Measure X tax fund allocation. ·17 members: 10 District appointees (2 per district), 7 At-Large appointees, plus 10 alternates. ·Terms: District members serve 2 years, At-Large 3 years, max 6 years. ·Selection: Supervisors nominate District members; Finance Committee selects At-Large members. ·Meetings: Held quarterly, quorum required, no compensation. ·Support: County Administrator’s Office. Ensures transparent, community-driven funding decisions. CONSEQUENCE OF NEGATIVE ACTION: The suggested appointee will not be able to serve on the Measure x Advisory Board, which could impact the CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1202,Version:1 body’s ability to achieve quorum and conduct business. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1203 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPOINT Sherina Criswell to the At-Large Alternate Seat on the Contra Costa Commission for Women and Girls with a term expiring February 28, 2026, as recommended by the Family and Human Services Committee. Attachments:1. Criswell Sherina Application_Redacted, 2. CCCWG Roster Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Family & Human Services Committee Report Title:Appointment to the Contra Costa Commission for Women and Girls ☐Recommendation of the County Administrator ☒ Recommendation of Board Committee RECOMMENDATIONS: APPOINT Sherina Criswell to the At-Large Alternate Seat on the Contra Costa Commission for Women and Girls with a term expiring February 28, 2026, as recommended by the Family and Human Services Committee. FISCAL IMPACT: There is no fiscal impact for this action. BACKGROUND: On January 7, 2020, the Board of Supervisors adopted Resolution No. 2020/1 adopting policy amendments governing appointments to boards, committees, and commissions that are advisory to the Board of Supervisors. Included in this resolution was a requirement that applications for at large/countywide seats be reviewed by a Board of Supervisors committee. The Contra Costa Commission for Women and Girls (CCCWG) was formed to educate the community and advise the Contra Costa County Board of Supervisors on issues relating to the changing social and economic conditions of women in the County, with particular emphasis on the economically disadvantaged. The Commission's mission is, “to improve the economic status, social welfare, and overall quality of life for women in Contra Costa County.” The Commission consists of 15 members and one Alternate At-Large member including: five district representatives (one from each supervisorial district), ten At-Large members, and one Alternate. The five CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1203,Version:1 district representatives are nominated for a four year term by each member of the Board of Supervisors. The ten At-Large members and the one alternate are nominated by the CCCWG Membership Committee and forwarded to the full CCCWG. The full CCCWG then makes appointment recommendations to the Family and Human Services Committee. All Commission seat terms are for a period of four (4) years with staggered expiration dates. Ms. Sherina Criswell applied to serve on the CCCWG on September 14, 2024. On January 28, 2025, the CCCWG voted to approve the recommendation of her appointment to the Alternate seat on the Commission, with a term expiring February 28, 2026. At the March 10, 2025 Family and Human Services Meeting, the Committee recommended the appointment of Sherina Criswell to the At-Large Alternate Seat on the Contra Costa Commission for Women and Girls with a term expiring February 28, 2026. CONSEQUENCE OF NEGATIVE ACTION: Failure to appoint members is likely to reduce public participation in advising policy development. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ Submit Date: Sep 14, 2024 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 2 Length of Employment 1 Do you work in Contra Costa County? Yes No If Yes, in which District do you work? 4 How long have you lived or worked in Contra Costa County? 10 Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Contra Costa Commission for Women and Girls: Submitted Sherina Criswell Concord CA 94521 CORE Contra Costa County Care Coordinator Sherina Criswell Seat Name Sherina Rina Criswell Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? 10 or more Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Eastern Gateway and Youngstown State University Degree Type / Course of Study / Major Social Worker Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Eastern Gateway and Youngstown State University Degree Type / Course of Study / Major AAS Social Worker Sherina Criswell Degree Awarded? Yes No Other Trainings & Occupational Licenses Other Training A Certified Birthing Doula Certificate Awarded for Training? Yes No Other Training B Certified advanced lactation educator Certificate Awarded for Training? Yes No Occupational Licenses Completed: Mental health first aid certification domestic violence certification substance abuse certification support group certifications small business owner CPR and first aid certification Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I want to join the Council on Homelessness because it offers a unique opportunity to make a real difference in addressing homelessness in Contra Costa County. My background in social work and advocacy equips me with the skills and insights needed to influence policy, improve services, and ensure the needs of the most vulnerable populations are met. This role aligns with my commitment to driving systemic change and collaborating with community partners to develop effective solutions. I have applied for four different open positions through the Contra Costa County advisory board and commission application for 2025, with my primary focus being on the Council on Homelessness. Sherina Criswell Upload a Resume Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) My experience and skills uniquely position me to contribute effectively to the Council on Homelessness. As a grassroots advocate and social worker with extensive experience in Contra Costa County, I bring a deep understanding of the systemic issues and gaps in services affecting unhoused populations.Currently, I serve as a Care Coordinator with Contra Costa Health, where I am intimately involved in managing the healthcare needs of unhoused individuals. This role has provided me with valuable insights into the specific barriers they face, from accessing medical care to navigating the social services system.In addition, my involvement as a board member of CASA of Contra Costa County has enriched my perspective on the needs of transitional age youth, many of whom are at risk of homelessness. This position has allowed me to advocate for young people in foster care, enhancing my ability to address the complexities of youth homelessness and the importance of tailored support services.I am also a certified doula, which has given me direct experience supporting marginalized communities, including pregnant individuals who are at risk of homelessness. This experience underscores my commitment to addressing the intersecting challenges of housing instability and healthcare.My certification in Mental Health First Aid equips me to provide immediate support and intervention for individuals experiencing mental health crises, a common issue within homeless populations. This skill set complements my ability to advocate for comprehensive mental health services and support systems.Furthermore, my role on the board of Passive Contra Costa County and my experience with community activism demonstrate my commitment to collaborative problem- solving and policy advocacy. My public speaking skills and comfort with presenting at various forums enable me to effectively communicate the needs and concerns of unhoused individuals and advocate for systemic change.Overall, my blend of professional expertise, community involvement, and personal commitment to addressing homelessness will allow me to contribute meaningfully to the Council on Homelessness, working towards sustainable solutions and improved outcomes for our community’s most vulnerable members. Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: Sherina Criswell List any volunteer or community experience, including any advisory boards on which you have served. I serve on the board for casa of Contra Costa County and I also worked with RCF on a 3-year project hard cap and I also work with mobility labs and I also participate with common studios and I also work with safe return I also participated in advocating for guaranteed income for a job Foster you in Contra Costa County Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: I just recently applied to become a contracted provider for space space Contra Costa County health plan and Blue Cross anthem managed Care for my doula business I am a medical provider service provider and I have an a national provider number I am still waiting for approval and this is for Doula Birthing Services Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information Sherina Criswell 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Sherina Criswell Sherina Criswell Concord, CA 94521 Dedicated and compassionate professional with over 20 years of experience as a Social Worker, CrisisIntervention Counselor, and Certified Doula. A lifelong advocate for community empowerment and socialjustice, with a deep commitment to serving Black, Brown, and BIPOC families in the Bay Area and ContraCosta County. Skilled in providing comprehensive support and coordination services to individuals andfamilies in need, with a focus on promoting inclusive and culturally competent care. Proven track recordof building strong relationships with clients, collaborating with interdisciplinary teams, and navigatingcomplex social service systems. Seeking opportunities to leverage my expertise and passion for advocacyin a Case Coordinator role, where I can continue to make a meaningful impact in the lives of those I serve. Work Experience Crisis Intervention Specialist Crisis Support Services of Alameda County-Oakland, CA Present Answering calls for the National 988 Lifeline and also 22 other behavioral health lines Provided resourcesand activated emergency services Special Education Paraprofessional Mount Diablo Unified School District-Concord, CA August 2016 to January 2020 As a special education paraprofessional, under general supervision, provides assistance to a classroomteacher, performing a variety of tasks relating to the physical and instructional needs of students ina classroom setting; assists in the implementation of instructional programs, including self-help andbehavior management as well as instruction. Any other special education paraprofessional related dutiesas required or assigned. Community Health Aide San Francisco City and County Public Health Department-San Francisco, CA October 2000 to November 2019 Assisting pregnant African American women with medical resources such as locating and coordinating anew doctor, doctor services, scheduling of appointments, verification of insurance plans, coordination ofMedi Cal insurance details for patients and their dependants, referrals to free community resources, health and social services, parenting classes and overall support both on the phone and in person. Education AAS in Social Work Eastern Gateway Community College - Steubenville, OH August 2020 to June 2022 Skills •Crisis Intervention •Mental Health Counseling •Meeting Facilitation •Behavioral Therapy •Conflict Management •Crisis Management •Social Work •Child & Family Counseling •Program Development •Individual / Group Counseling •Behavior Management •Case Management •Organizational Skills •Addiction Counseling •Special Education •Group Therapy •Behavioral Health •Developmental Disabilities Experience •Curriculum Development •Classroom Management •Experience with Children •Time Management •Teaching •Tutoring •Research •Autism Experience •Motivational Interviewing •Applied Behavior Analysis •Program Management •Management •Property management •Fair Housing regulations •Yardi •Classroom Experience Awards Equity for Black Women and Girls September 2023 • A Black Women and Girls Incubator Program, to support Black women and girl’s new and existingbusiness enterprises. • Convening Black-led organizations and other organizations that serve Black people in Contra CostaCounty to inventory services for Black women and girls • I was one of the winners of the first cohort, and here is my Business Website:www.notyomama415doulaservices.com Certifications and Licenses Career Opportunities in Real Estate Program......Certified Property Manager & Certified Apartment Manager November 2022 to Present CORE is eight module online credentialing course and will include live and self-guided real estate careercontent coupled with building skills necessary to succeed. You will spend approximately 3 hours permodule. Real Estate. a career of choice, not chance. Students achieving this credential will be prepared for entry level jobs in the real estate industry primarilyas a leasing consultant, marketing representative, property administrator. Students will leave with anoverview of the industry that will position them for future studies or entry level positions. We encourageadditional exploration through experiential learning such as job shadowing, internships, part time or fulltime employment. Certification was given through University Of Alabama CNA An Overview of Recognizing and Supporting System-Involved Youth and Teens Who Use Marijuana Training December 2022 to Present For Participating in the: An Overview of Recognizing and Supporting System-Involved Youth and Teens Who Use MarijuanaTraining Facilitated by Nicole Klasey, PsyD & Monique Calderon-Remenda, Survivor Advocate, BA Fine Arts on December 12, 2022 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director For Participating in the: Strategies to Support System-Involved Youth with Grief and Loss Training December 2022 to Present For Participating in the: Strategies to Support System-Involved Youth with Grief and Loss Training Facilitated by Nicole Klasey, PsyD & Monique Calderon-Remenda, Survivor Advocate, BA Fine Arts on December 19, 2022 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director Safety Planning for Domestic Violence Survivors Training January 2023 to Present Safety Planning for Domestic Violence Survivors Training Facilitated by Kwonta Phatipong, Doctorate of Clinical Psychology, MS MFT, BS Psychology & Monique Calderon-Remenda, Survivor Advocate, BA Fine Arts on January 18, 2023 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director Anger Management Skills for System-Involved Youth Training January 2023 to Present Anger Management Skills for System-Involved Youth Training Facilitated by Nicole Klasey, PsyD & Jessika Fuhrmaneck, Survivor Advocate on January 23, 2023 4 Hours = 4 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director Community Doula Training Certificate December 2023 to Present Community-Based Doula Program prepares participants to become birth doulas who offer care throughan equity lens and a trauma-informed perspective. Rape Crisis Counselor Training @ San Francisco Women Against Rape (SFWAR) March 2022 to Present Rape/ DV/Sexual Assault Counselors (SACs) complete a California State Certified DV/ Sexual AssaultCounselor Training, designed to provide future volunteer counselors with knowledge, skills, and self-awareness necessary to respond to people affected by sexualized trauma. Specific topics covered in thetraining include the myths and realities of sexual abuse/assault, effects of trauma, medical issues, legaloptions, crisis intervention, and counseling skills. Throughout the training, we explore the connectionbetween individual acts of sexual abuse/assault and institutional oppression such as sexism, racism, andhomophobia. California Black Women's Health Project / Sisters Mentally Mobilized Advocate Training Program December 2021 to Present Sisters Mentally Mobilized – Advocate Training Program includes training modules focused on suicideprevention and perinatal mental health, including perinatal mood disorders, postpartum depression/anxiety, and respite care for Black birthing people and families Adult Mental Health First Aid USA April 2022 to April 2025 Mental Health First Aiders learn the 5-step Mental Health First Aid Action Plan (ALGEE): assess for riskof suicide or harm; listen nonjudgmentally; give reassurance and information; encourage appropriateprofessional help; and encourage self-help and other support strategies. Lifeline Learning 988 National Suicide & Crisis Training Certification October 2023 to Present The 988 Suicide & Crisis Lifeline provides free and confidential emotional support to people in suicidalcrisis or emotional distress 24 hours a day, 7 days a week, across the United States. Certified Advanced Lactation Educator May 2024 to Present The Advanced Lactation Educator possesses the insight, knowledge, and skills essential to thedevelopment and implementation of management strategies for complex problems related tobreastfeeding and human lactation. The Community Advocacy Partnership (CAP) Training and Certified April 2023 to Present The Community Advocacy Partnership (CAP) is a volunteer-driven group within the Food Bank’s advocacyteam. Food banks play a critical role in ending hunger, but we can’t do it alone. The Food Bank of ContraCosta and Solano strategically engages in advocacy work to raise awareness and mobilize support to endhunger, improve economic security and promote health and well being for our community. This includeseducating the public and policymakers about food insecurity and encouraging them to partner with usto improve access to healthy food. The Impact of Internalized Racism on System-Involved Youth Training December 2022 to Present The Impact of Internalized Racism on System-Involved Youth Training Facilitated by Nicole Klasey, PsyD & Nancy Acosta, PsyD on December 5, 2022 7 Hours = 7 CEUs 1266 14th Street, Oakland CA 94607 Minjon LeNoir 510-273-4700 Minjon LeNoir, Training Director Strategies to Support System-Involved Youths’ Parents Training December 2022 to Present Strategies to Support System-Involved Youths’ Parents Training Facilitated by Nicole Klasey, PsyD on December 7, 2022 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir UCLA Engaging Families in Substance Use Prevention, Treatment and Recovery Services January 2024 to Present Documentation of Attendance & Continuing Education Name: Sherina N Criswell License/Certification Number: 4151 Engaging Families in Substance Use Prevention, Treatment and Recovery Services UCLA Integrated Substance Abuse Programs is approved to provide three (3.0) continuing educationcredits/contact hours (CEs/CEHs) to the following certified and licensed professionals: Registered Alcohol and Drug Trainees I/II, Certified Alcohol and Drug Counselors-Certified AddictionSpecialists, Certified Alcohol and Drug Counselors I/II, Certified Alcohol and Drug Counselors-Clinical Supervisors, and LicensedAdvanced Alcohol and Drug Counselors (RADTs I/II, CADCs-CASs, CADCs I/II, CADCs-CSs, and LAADCs; California Consortiumof Addiction Programs and Professionals (CCAPP), 2N-00-445-1123); Certified Addictions Treatment Counselors (CATCs; AddictionCounselor Certification Board of California/CAADE, CP 40 872 C 0825); and Certified Alcohol and Other Drug Counselors (CAODCs;California Association of DUI Treatment Programs (CADTP), 151). UCLA ISAP is approved by the California Association of Marriage and FamilyTherapists to sponsor continuing education for Licensed Marriage and Family Therapists, Licensed Clinical Social Workers, Licensed ProfessionalClinical Counselors, and/or Licensed Educational Psychologists (Provider #64812). UCLA ISAP maintains responsibility for thisprogram/course and its content. Course meets the qualifications for three (3.0) hours of continuing education credit for LMFTs, LCSWs, LPCCs,and LEPs as required by the California Board of Behavioral Sciences. Provider Signature First Aid Certification CPR Certification CHES Groups CASA of Contra Costa County Broad Member August 2021 to Present CASA of Contra Costa County Board Members have the responsibility to ensure that the program does thebest work possible in pursuing its mission of recruiting, training and supporting volunteers to advocatefor abused and neglected children in the juvenile court system. Richmond Family Connect and Common Studios August 2022 to Present RCF Connects is a leading motivator in Contra Costa County in the field of transformative philanthropy andcommunity change. We encourage our neighbors and resident leaders to share stories and knowledge,and embrace and celebrate shared values and differences. We understand that folks in our communitynot only want their truths and stories to be heard, but meaningful and impactful opportunities to arisethat will allow real change on the issues they care about. We are here to manifest that change. Lift Up Contra Costa County December 2023 to Present The goal of LUCCA’s endorsement is to elect candidates who support LUCCA’s and its partners policypositions and organizational mission, that fights against all forms of oppression, including anti-blackracism, racism, anti-immigrant, anti-LBGTQ, environmental & healthcare injustice and the classist, anti-worker movements. LUUCA will also seek to gain recognition and improve relationships with electedofficials, advance LUCCA’s policy agenda, and build respect for impacted communities as a powerful andcommitted activist organization. Phi Theta Kappa August 2020 to Present Phi Theta Kappa is an international honor society of two-year colleges. Its purpose is to promotescholarship, leadership, fellowship, and service among qualified students. To join, a full- or part-timestudent must maintain a GPA of 3.55 or higher and accumulate at least 12 credit hours toward transferor an associate degree. The Alpha Omicron Nu Chapter of EGCC was chartered in 1989. Membership isby invitation only and is open to students across all EGCC locations and online. I graduated with a 4.0 GPA...... Summa Cum Laude The National Society of Collegiate Scholars (NSCS) December 2021 to Present (NSCS), the nation’s leading honor society for highly successful first- and second-year students. Youare among a small percentage of students who qualify, so you should be especially proud of youraccomplishment. Unlike many honor societies, your NSCS membership means something. Membership should be a partof your ongoing academic profile, future applications for internships, graduate school, and resumecredentials as you pursue the career of your choice. With NSCS, recognition is just the beginning. Some of NSCS’ signature membership benefits include: • Scholarships: Access to more than a seven hundred fifty thousand dollars in scholarships and chapterfunds annually, including $50K in New Member Awards and $60K in Induction awards, to name a few. • Leadership: Apply for the National Leadership Council, access NSCS content via the website, portaland biweekly Scholar Connection or take advantage of NSCS-exclusive awards and programs such asSemester at Sea, International Scholar Laureate Program, Absolute Internship, and Future Docs Abroad. • Service: NSCS scholars across the nation each year partner with local schools and youth organizationsfor the Planning to Achieve Collegiate Excellence Program (PACE) to inspire students to graduate highschool. Many even host a March to College™ day, hosting activities and giving students a sense of whatcollege is like. Further, there are other opportunities to get involved nationally through our work withActive Minds and other organizations. Student Government Association Vice President August 2021 to June 2022 SGA Vice President at Eastern Gateway and Youngstown University 2021 - 2022 Black Student Union President January 2021 to Present Started the first Black Student Union and I was President 2021- 2022 at Eastern Gateway and YoungstownUniversity. Seat/Position Name Term begins Term ends City District I Joey Smith 3/1/2023 3/1/2027 Richmond District II Marilyn Cachola Lucey 3/1/2023 2/28/2027 Alamo District III Shauna Polk 3/1/2022 2/28/2026 Brentwood District IV Ria Bhatt 5/23/2023 2/28/2026 Walnut Creek District V (vacant) 2/28/2029 At Large 1 Dena Acosta-Beere 4/22/2024 2/28/2029 Concord At Large 2 Jennifer Rizzo 3/1/2021 2/28/2029 Danville At Large 3 Cheryl Cotton 10/8/2024 2/28/2027 San Pablo At Large 4 Lanita Mims-Beal 3/1/2021 2/28/2029 Pittsburg At Large 5 Mohagany Spears 11/12/2024 2/28/2026 Antioch At Large 6 Buffie Lafayette 11/12/2024 2/28/2026 Brentwood At Large 7 (vacant) 2/28/2029 Antioch At Large 8 Nakenya Allen 6/4/2024 2/28/2027 Martinez At Large 9 Christy Lam-Julian 6/4/2024 2/28/2027 Pinole At Large 10 Destiny Brisco 7/26/2022 2/28/2026 Pittsburg Alternate Sherina Criswell (recommended) 2/28/2026 Concord Revised: 3/10/2025 Contra Costa Commission for Women and Girls Roster, February 2025 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1204 Name: Status:Type:Consent Item Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:REAPPOINT Willie Robinson to the County West Subregion seat on the Affordable Housing Finance Committee to a new three-year term that will expire on June 30, 2028, as recommended by the Internal Operations Committee. Attachments:1. IOC 3.24.25 - AHFC Packet_Attachments Only Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Internal Operations Committee Report Title:APPOINTMENT TO THE AFFORDABLE HOUSING FINANCE COMMITTEE ☐Recommendation of the County Administrator ☒ Recommendation of Board Committee RECOMMENDATIONS: REAPPOINT Willie Robinson to the County West Subregion seat on the Affordable Housing Finance Committee to a new three-year term that will expire on June 30, 2028. FISCAL IMPACT: No fiscal impact. BACKGROUND: The Affordable Housing Finance Committee (AHFC) advises the Board of Supervisors on the annual allocation of HOME Investment Partnership Program (HOME), Community Development Block Grant (CDBG), Measure X Housing, and Permanent Local Housing Allocation (PLHA) funds for affordable housing development in Contra Costa County. It typically convenes once annually in the spring to review staff’s recommendations for project funding of applications received through a competitive public request for proposals process. The AHFC consists of seven seats, including: ·Three city representative seats (one from each sub-region of the County, currently residing in an incorporated city); and ·Three County representative seats (one from each sub-region of the County, currently residing in an unincorporated area of the County); and ·One Community/At-Large representative seat (currently residing in the County, either incorporated or unincorporated). Nominations for AHFC representatives are solicited by the Department of Conservation and Development, CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1204,Version:1 reviewed by the Internal Operations Committee (IOC), and referred to the Board of Supervisors for approval. AHFC terms are for three years. Per the bylaws adopted in 2021, all members are required to have professional experience in the field of affordable housing finance, design, development, or property management. Members may be retired or active affordable housing professionals. The Department of Conservation and Development recruited for the open/vacant positions beginning on January 23, 2025, with applications due on February 18, 2025 (flyer attached). Eight applications were received to fill three current vacancies: ·West sub-region City Representative - vacant as of June 30, 2024 ·West sub-region Unincorporated Representative - vacant as of June 30, 2024 ·East sub-region Unincorporated Representative - vacant as of June 30, 2023 Of the eight applications received, one, incumbent Willie Robinson, has professional affordable housing experience and is currently eligible as he resides in the west sub-region of unincorporated Contra Costa County. Mr. Robinson is a retired architectural engineer and construction project manager. He has actively served on the Affordable Housing Finance Advisory Committee since 2005. He also serves on the Measure X Community Advisory Board. No qualifying applications were received for either the vacant West County City Representative seat or for the East County Unincorporated Representative seat. The remaining seven applicants who applied for the current vacancies either reside in a region of the County where a representative seat is not currently vacant and/or have not demonstrated professional affordable housing finance, design, and/or property management experience. These seven applicants will be thanked for their application and interest in serving and encouraged to consider other County commissions and committees. All applicants were invited to attend the March 24, 2025 IOC meeting as their schedule permitted to be available for any questions the Committee may have. Applicant Chirag Kathrani attended the meeting and suggested that information be provided regarding reasons why applicants were deemed not qualified. In addition, the Central sub-region City Representative seat and the Community/At-Large Representative seat will become vacant on June 30, 2025. DCD Staff will conduct additional recruitment in Summer 2025 to fill remaining current vacancies and these additional vacancies. CONSEQUENCE OF NEGATIVE ACTION: Should the Board not approve the recommendation, west unincorporated county would not be represented on the AHFC and the AHFC may have difficulty achieving a meeting quorum. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ CONTRA COSTA CONSORTIUM AFFORDABLE HOUSING FINANCE COMMITTEE MEMBERSHIP City Representatives East County Rep. (City #1) Term Expires: June 30, 2026 Denarius Daniels Pittsburg, CA West County Rep. (City #2) Term Expires: June 30, 2024 - VACANT Vacant Central County Rep. (City #3) Term Expires: June 30, 2027 Waleed Akbar San Ramon, CA County Representatives (Unincorporated) East County Rep. (County #1) Term Expires: June 30, 2023 - VACANT Vacant West County Rep. (County #2) Term Expires: June 30, 2024 VACANT Vacant Central County Rep. (County #3) Term Expires: June 30, 2025 Dallas Elliott Walnut Creek, CA Community/At-Large Representative Community Rep. (Community #1) Term Expires: June 30, 2025 Sarah Allen Concord, CA COMMITTEE STAFF Kristin Sherk Affordable Housing Program Manager Phone: (925) 655-2889 Email: Kristin.Sherk@dcd.cccounty.us Fax: (925) 655-2757 Contra Costa County Department of Conservation and Development 30 Muir Road Martinez, CA 94553 30 Muir Road, Martinez, CA 94553 | (925) 655-2889 | Kristin.Sherk@dcd.cccounty.us Affordable Housing Finance Committee January 23, 2025 The Contra Costa County Internal Operations Committee (IOC) of the Board of Supervisors is now accepting applications from individuals to fill three vacant positions for the Affordable Housing Finance Committee (AHFC): • West County (City) Representative, • West County (Unincorporated) Representative, and • East County (Unincorporated) Representative. Applicants must: • Be a resident of Contra Costa County in one of the above vacant residency membership categories. • Have professional experience in the field of affordable housing finance, design, development, or property management. The AHFC works with the Department of Conservation and Development to develop funding recommendations for the Board of Supervisors on the annual allocation of HOME Investment Partnership Program (HOME), Community Development Block Grant (CDBG), Measure X Housing, and other various funds for affordable housing development and/or preservation in Contra Costa County. The AHFC typically convenes once annually in the spring to review County staff’s recommendations for project funding of applications received through a public request for proposals process. Occasionally there are additional special meetings throughout the fiscal year to reallocate funds as needed. The AHFC has seven members: • City Membership: Three (3) City members, one per each sub-region of the County, currently residing in an incorporated City within the County. • County Membership: Three (3) County members, one per sub-region of the County, currently residing in an unincorporated area of the County. • Community Membership: One (1) at large member currently residing in the County, either incorporated or unincorporated. To obtain an application for or further information, contact Kristin Sherk, staff liaison to the AHFC, at 925-655-2889 or Kristin.Sherk@dcd.cccounty.us. Applications may also be obtained from the Clerk of the Board located at 1025 Escobar Street, 1st Floor, Martinez, CA 94553. For more information, please visit the AHFC webpage at http://www.contracosta.ca.gov/AHFC. A fillable application is available on the website for your convenience. Applications must be submitted by Tuesday, February 18, 2025, at 5:00 P.M. to the Clerk of the Board. Interviews are anticipated to be scheduled for the IOC meeting in March 2025 (exact date TBD). The IOC considers applications from all interested individuals and conducts interviews even when an existing committee member seeks reappointment. *** Please POST or DISTRIBUTE *** Submit Date: Mar 07, 2025 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 3 Length of Employment 6 Do you work in Contra Costa County? Yes No If Yes, in which District do you work? How long have you lived or worked in Contra Costa County? 44 years Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Seat Name Sonya Bynum Brentwood CA 94513 Mobile: Habitat for humanity East Bay/Silicon Valley Homeowner selection manager Sonya Bynum Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Arizona State University Degree Type / Course of Study / Major B.A/ family and human development Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No Other Trainings & Occupational Licenses Other Training A Sonya Bynum Upload a Resume Certificate Awarded for Training? Yes No Other Training B Certificate Awarded for Training? Yes No Occupational Licenses Completed: Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I was born and raised in Contra Contra County. I have raised my family here, went to school here, attend church here and do not plan to leave. I bring a long career in financing and want to bring this expertise to my community. At Habitat, I interact with our families and hear their stories how they can own a home close to their job. They don’t have to worry about relocating their family to own a home. I understand the importance of these type of committees. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) I’ve worked for Habitat for Humanity for almost 7 years as the Homeowner Selection Manager. In my role I complete the loan administration work (underwriting, purchase agreement, closing documents), coordinate with the buyer from time of selection through closing on their home and serve on committees (employment education committee, HOA board, family selection committee, home equity grant). I also manage the homeowners by answering questions, advising on conflicts between neighbors, assist homeowners with HOA conflicts and coordinate the resale of their home. Prior to working for Habitat for Humanity, I was with Wells Fargo Home Mortgage for 14 years as a processor and underwriter. These employment opportunities led me to work with a diverse group of people (volunteers, retirees, donors, low and moderate income homeowners). I have over 20 years experience in lending with the last 6 1/2 in affordable housing (homeownership). While our office is located in Oakland, our organization serves Alameda County, Santa Clara County and Contra Costa County. Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No Sonya Bynum If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. Opportunity Junction - Teachers aid (2015-2106) Habitat for humanity - construction volunteer (2018- present) Grace bible fellowship of Antioch - annual Halloween carnival (2010 to present) Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: My role and department does not apply for grants or funding. In addition, we only provide homeownership opportunities, we are not involved with affordable rent. Sonya Bynum Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Sonya Bynum Submit Date: Sep 14, 2024 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 2 Length of Employment 1 Do you work in Contra Costa County? Yes No If Yes, in which District do you work? 4 How long have you lived or worked in Contra Costa County? 10 Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Sherina Criswell Concord CA 94521 Home: ( CORE Contra Costa County Care Coordinator Sherina Criswell Seat Name Sherina Rina Criswell Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? 10 or more Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Eastern Gateway and Youngstown State University Degree Type / Course of Study / Major Social Worker Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Eastern Gateway and Youngstown State University Degree Type / Course of Study / Major AAS Social Worker Sherina Criswell Degree Awarded? Yes No Other Trainings & Occupational Licenses Other Training A Certified Birthing Doula Certificate Awarded for Training? Yes No Other Training B Certified advanced lactation educator Certificate Awarded for Training? Yes No Occupational Licenses Completed: Mental health first aid certification domestic violence certification substance abuse certification support group certifications small business owner CPR and first aid certification Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I want to join the Council on Homelessness because it offers a unique opportunity to make a real difference in addressing homelessness in Contra Costa County. My background in social work and advocacy equips me with the skills and insights needed to influence policy, improve services, and ensure the needs of the most vulnerable populations are met. This role aligns with my commitment to driving systemic change and collaborating with community partners to develop effective solutions. I have applied for four different open positions through the Contra Costa County advisory board and commission application for 2025, with my primary focus being on the Council on Homelessness. Sherina Criswell Upload a Resume Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) My experience and skills uniquely position me to contribute effectively to the Council on Homelessness. As a grassroots advocate and social worker with extensive experience in Contra Costa County, I bring a deep understanding of the systemic issues and gaps in services affecting unhoused populations.Currently, I serve as a Care Coordinator with Contra Costa Health, where I am intimately involved in managing the healthcare needs of unhoused individuals. This role has provided me with valuable insights into the specific barriers they face, from accessing medical care to navigating the social services system.In addition, my involvement as a board member of CASA of Contra Costa County has enriched my perspective on the needs of transitional age youth, many of whom are at risk of homelessness. This position has allowed me to advocate for young people in foster care, enhancing my ability to address the complexities of youth homelessness and the importance of tailored support services.I am also a certified doula, which has given me direct experience supporting marginalized communities, including pregnant individuals who are at risk of homelessness. This experience underscores my commitment to addressing the intersecting challenges of housing instability and healthcare.My certification in Mental Health First Aid equips me to provide immediate support and intervention for individuals experiencing mental health crises, a common issue within homeless populations. This skill set complements my ability to advocate for comprehensive mental health services and support systems.Furthermore, my role on the board of Passive Contra Costa County and my experience with community activism demonstrate my commitment to collaborative problem- solving and policy advocacy. My public speaking skills and comfort with presenting at various forums enable me to effectively communicate the needs and concerns of unhoused individuals and advocate for systemic change.Overall, my blend of professional expertise, community involvement, and personal commitment to addressing homelessness will allow me to contribute meaningfully to the Council on Homelessness, working towards sustainable solutions and improved outcomes for our community’s most vulnerable members. Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: Sherina Criswell List any volunteer or community experience, including any advisory boards on which you have served. I serve on the board for casa of Contra Costa County and I also worked with RCF on a 3-year project hard cap and I also work with mobility labs and I also participate with common studios and I also work with safe return I also participated in advocating for guaranteed income for a job Foster you in Contra Costa County Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: I just recently applied to become a contracted provider for space space Contra Costa County health plan and Blue Cross anthem managed Care for my doula business I am a medical provider service provider and I have an a national provider number I am still waiting for approval and this is for Doula Birthing Services Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information Sherina Criswell 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Sherina Criswell Sherina Criswell Dedicated and compassionate professional with over 20 years of experience as a Social Worker, CrisisIntervention Counselor, and Certified Doula. A lifelong advocate for community empowerment and socialjustice, with a deep commitment to serving Black, Brown, and BIPOC families in the Bay Area and ContraCosta County. Skilled in providing comprehensive support and coordination services to individuals andfamilies in need, with a focus on promoting inclusive and culturally competent care. Proven track recordof building strong relationships with clients, collaborating with interdisciplinary teams, and navigatingcomplex social service systems. Seeking opportunities to leverage my expertise and passion for advocacyin a Case Coordinator role, where I can continue to make a meaningful impact in the lives of those I serve. Work Experience Crisis Intervention Specialist Crisis Support Services of Alameda County-Oakland, CA Present Answering calls for the National 988 Lifeline and also 22 other behavioral health lines Provided resourcesand activated emergency services Special Education Paraprofessional Mount Diablo Unified School District-Concord, CA August 2016 to January 2020 As a special education paraprofessional, under general supervision, provides assistance to a classroomteacher, performing a variety of tasks relating to the physical and instructional needs of students ina classroom setting; assists in the implementation of instructional programs, including self-help andbehavior management as well as instruction. Any other special education paraprofessional related dutiesas required or assigned. Community Health Aide San Francisco City and County Public Health Department-San Francisco, CA October 2000 to November 2019 Assisting pregnant African American women with medical resources such as locating and coordinating anew doctor, doctor services, scheduling of appointments, verification of insurance plans, coordination ofMedi Cal insurance details for patients and their dependants, referrals to free community resources, health and social services, parenting classes and overall support both on the phone and in person. Education AAS in Social Work Eastern Gateway Community College - Steubenville, OH August 2020 to June 2022 Skills •Crisis Intervention •Mental Health Counseling •Meeting Facilitation •Behavioral Therapy •Conflict Management •Crisis Management •Social Work •Child & Family Counseling •Program Development •Individual / Group Counseling •Behavior Management •Case Management •Organizational Skills •Addiction Counseling •Special Education •Group Therapy •Behavioral Health •Developmental Disabilities Experience •Curriculum Development •Classroom Management •Experience with Children •Time Management •Teaching •Tutoring •Research •Autism Experience •Motivational Interviewing •Applied Behavior Analysis •Program Management •Management •Property management •Fair Housing regulations •Yardi •Classroom Experience Awards Equity for Black Women and Girls September 2023 • A Black Women and Girls Incubator Program, to support Black women and girl’s new and existingbusiness enterprises. • Convening Black-led organizations and other organizations that serve Black people in Contra CostaCounty to inventory services for Black women and girls • I was one of the winners of the first cohort, and here is my Business Website:www.notyomama415doulaservices.com Certifications and Licenses Career Opportunities in Real Estate Program......Certified Property Manager & Certified Apartment Manager November 2022 to Present CORE is eight module online credentialing course and will include live and self-guided real estate careercontent coupled with building skills necessary to succeed. You will spend approximately 3 hours permodule. Real Estate. a career of choice, not chance. Students achieving this credential will be prepared for entry level jobs in the real estate industry primarilyas a leasing consultant, marketing representative, property administrator. Students will leave with anoverview of the industry that will position them for future studies or entry level positions. We encourageadditional exploration through experiential learning such as job shadowing, internships, part time or fulltime employment. Certification was given through University Of Alabama CNA An Overview of Recognizing and Supporting System-Involved Youth and Teens Who Use Marijuana Training December 2022 to Present For Participating in the: An Overview of Recognizing and Supporting System-Involved Youth and Teens Who Use MarijuanaTraining Facilitated by Nicole Klasey, PsyD & Monique Calderon-Remenda, Survivor Advocate, BA Fine Arts on December 12, 2022 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director For Participating in the: Strategies to Support System-Involved Youth with Grief and Loss Training December 2022 to Present For Participating in the: Strategies to Support System-Involved Youth with Grief and Loss Training Facilitated by Nicole Klasey, PsyD & Monique Calderon-Remenda, Survivor Advocate, BA Fine Arts on December 19, 2022 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director Safety Planning for Domestic Violence Survivors Training January 2023 to Present Safety Planning for Domestic Violence Survivors Training Facilitated by Kwonta Phatipong, Doctorate of Clinical Psychology, MS MFT, BS Psychology & Monique Calderon-Remenda, Survivor Advocate, BA Fine Arts on January 18, 2023 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director Anger Management Skills for System-Involved Youth Training January 2023 to Present Anger Management Skills for System-Involved Youth Training Facilitated by Nicole Klasey, PsyD & Jessika Fuhrmaneck, Survivor Advocate on January 23, 2023 4 Hours = 4 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir CAMFT CEU Provider Number: 133478 Minjon LeNoir, Training Director Community Doula Training Certificate December 2023 to Present Community-Based Doula Program prepares participants to become birth doulas who offer care throughan equity lens and a trauma-informed perspective. Rape Crisis Counselor Training @ San Francisco Women Against Rape (SFWAR) March 2022 to Present Rape/ DV/Sexual Assault Counselors (SACs) complete a California State Certified DV/ Sexual AssaultCounselor Training, designed to provide future volunteer counselors with knowledge, skills, and self-awareness necessary to respond to people affected by sexualized trauma. Specific topics covered in thetraining include the myths and realities of sexual abuse/assault, effects of trauma, medical issues, legaloptions, crisis intervention, and counseling skills. Throughout the training, we explore the connectionbetween individual acts of sexual abuse/assault and institutional oppression such as sexism, racism, andhomophobia. California Black Women's Health Project / Sisters Mentally Mobilized Advocate Training Program December 2021 to Present Sisters Mentally Mobilized – Advocate Training Program includes training modules focused on suicideprevention and perinatal mental health, including perinatal mood disorders, postpartum depression/anxiety, and respite care for Black birthing people and families Adult Mental Health First Aid USA April 2022 to April 2025 Mental Health First Aiders learn the 5-step Mental Health First Aid Action Plan (ALGEE): assess for riskof suicide or harm; listen nonjudgmentally; give reassurance and information; encourage appropriateprofessional help; and encourage self-help and other support strategies. Lifeline Learning 988 National Suicide & Crisis Training Certification October 2023 to Present The 988 Suicide & Crisis Lifeline provides free and confidential emotional support to people in suicidalcrisis or emotional distress 24 hours a day, 7 days a week, across the United States. Certified Advanced Lactation Educator May 2024 to Present The Advanced Lactation Educator possesses the insight, knowledge, and skills essential to thedevelopment and implementation of management strategies for complex problems related tobreastfeeding and human lactation. The Community Advocacy Partnership (CAP) Training and Certified April 2023 to Present The Community Advocacy Partnership (CAP) is a volunteer-driven group within the Food Bank’s advocacyteam. Food banks play a critical role in ending hunger, but we can’t do it alone. The Food Bank of ContraCosta and Solano strategically engages in advocacy work to raise awareness and mobilize support to endhunger, improve economic security and promote health and well being for our community. This includeseducating the public and policymakers about food insecurity and encouraging them to partner with usto improve access to healthy food. The Impact of Internalized Racism on System-Involved Youth Training December 2022 to Present The Impact of Internalized Racism on System-Involved Youth Training Facilitated by Nicole Klasey, PsyD & Nancy Acosta, PsyD on December 5, 2022 7 Hours = 7 CEUs 1266 14th Street, Oakland CA 94607 Minjon LeNoir 510-273-4700 Minjon LeNoir, Training Director Strategies to Support System-Involved Youths’ Parents Training December 2022 to Present Strategies to Support System-Involved Youths’ Parents Training Facilitated by Nicole Klasey, PsyD on December 7, 2022 3 Hours = 3 CEUs 1266 14th Street, Oakland CA 94607 510-273-4700 Minjon LeNoir UCLA Engaging Families in Substance Use Prevention, Treatment and Recovery Services January 2024 to Present Documentation of Attendance & Continuing Education Name: Sherina N Criswell License/Certification Number: 4151 Engaging Families in Substance Use Prevention, Treatment and Recovery Services UCLA Integrated Substance Abuse Programs is approved to provide three (3.0) continuing educationcredits/contact hours (CEs/CEHs) to the following certified and licensed professionals: Registered Alcohol and Drug Trainees I/II, Certified Alcohol and Drug Counselors-Certified AddictionSpecialists, Certified Alcohol and Drug Counselors I/II, Certified Alcohol and Drug Counselors-Clinical Supervisors, and LicensedAdvanced Alcohol and Drug Counselors (RADTs I/II, CADCs-CASs, CADCs I/II, CADCs-CSs, and LAADCs; California Consortiumof Addiction Programs and Professionals (CCAPP), 2N-00-445-1123); Certified Addictions Treatment Counselors (CATCs; AddictionCounselor Certification Board of California/CAADE, CP 40 872 C 0825); and Certified Alcohol and Other Drug Counselors (CAODCs;California Association of DUI Treatment Programs (CADTP), 151). UCLA ISAP is approved by the California Association of Marriage and FamilyTherapists to sponsor continuing education for Licensed Marriage and Family Therapists, Licensed Clinical Social Workers, Licensed ProfessionalClinical Counselors, and/or Licensed Educational Psychologists (Provider #64812). UCLA ISAP maintains responsibility for thisprogram/course and its content. Course meets the qualifications for three (3.0) hours of continuing education credit for LMFTs, LCSWs, LPCCs,and LEPs as required by the California Board of Behavioral Sciences. Provider Signature First Aid Certification CPR Certification CHES Groups CASA of Contra Costa County Broad Member August 2021 to Present CASA of Contra Costa County Board Members have the responsibility to ensure that the program does thebest work possible in pursuing its mission of recruiting, training and supporting volunteers to advocatefor abused and neglected children in the juvenile court system. Richmond Family Connect and Common Studios August 2022 to Present RCF Connects is a leading motivator in Contra Costa County in the field of transformative philanthropy andcommunity change. We encourage our neighbors and resident leaders to share stories and knowledge,and embrace and celebrate shared values and differences. We understand that folks in our communitynot only want their truths and stories to be heard, but meaningful and impactful opportunities to arisethat will allow real change on the issues they care about. We are here to manifest that change. Lift Up Contra Costa County December 2023 to Present The goal of LUCCA’s endorsement is to elect candidates who support LUCCA’s and its partners policypositions and organizational mission, that fights against all forms of oppression, including anti-blackracism, racism, anti-immigrant, anti-LBGTQ, environmental & healthcare injustice and the classist, anti-worker movements. LUUCA will also seek to gain recognition and improve relationships with electedofficials, advance LUCCA’s policy agenda, and build respect for impacted communities as a powerful andcommitted activist organization. Phi Theta Kappa August 2020 to Present Phi Theta Kappa is an international honor society of two-year colleges. Its purpose is to promotescholarship, leadership, fellowship, and service among qualified students. To join, a full- or part-timestudent must maintain a GPA of 3.55 or higher and accumulate at least 12 credit hours toward transferor an associate degree. The Alpha Omicron Nu Chapter of EGCC was chartered in 1989. Membership isby invitation only and is open to students across all EGCC locations and online. I graduated with a 4.0 GPA...... Summa Cum Laude The National Society of Collegiate Scholars (NSCS) December 2021 to Present (NSCS), the nation’s leading honor society for highly successful first- and second-year students. Youare among a small percentage of students who qualify, so you should be especially proud of youraccomplishment. Unlike many honor societies, your NSCS membership means something. Membership should be a partof your ongoing academic profile, future applications for internships, graduate school, and resumecredentials as you pursue the career of your choice. With NSCS, recognition is just the beginning. Some of NSCS’ signature membership benefits include: • Scholarships: Access to more than a seven hundred fifty thousand dollars in scholarships and chapterfunds annually, including $50K in New Member Awards and $60K in Induction awards, to name a few. • Leadership: Apply for the National Leadership Council, access NSCS content via the website, portaland biweekly Scholar Connection or take advantage of NSCS-exclusive awards and programs such asSemester at Sea, International Scholar Laureate Program, Absolute Internship, and Future Docs Abroad. • Service: NSCS scholars across the nation each year partner with local schools and youth organizationsfor the Planning to Achieve Collegiate Excellence Program (PACE) to inspire students to graduate highschool. Many even host a March to College™ day, hosting activities and giving students a sense of whatcollege is like. Further, there are other opportunities to get involved nationally through our work withActive Minds and other organizations. Student Government Association Vice President August 2021 to June 2022 SGA Vice President at Eastern Gateway and Youngstown University 2021 - 2022 Black Student Union President January 2021 to Present Started the first Black Student Union and I was President 2021- 2022 at Eastern Gateway and YoungstownUniversity. Submit Date: Jan 28, 2025 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 3 Length of Employment 16 years Do you work in Contra Costa County? Yes No If Yes, in which District do you work? n/a How long have you lived or worked in Contra Costa County? Since 2016 Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Cortney L Jones Antioch CA 94531 Mobile: Gino Morena Enterprises Director of Marketing and New Business Development Cortney L Jones Seat Name Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? 1 Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended University of Maine Presque Isle Degree Type / Course of Study / Major Business Administration (Currently Enrolled) Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No Cortney L Jones Other Trainings & Occupational Licenses Other Training A Harvard Business School Online - Disruptive Strategy Certification Certificate Awarded for Training? Yes No Other Training B California Fair Political Practices Commission - Public Service Ethics Education Certification Certificate Awarded for Training? Yes No Occupational Licenses Completed: United States Department of Defense - Safeguarding Personally Identifiable Information (PII) Certification Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I am excited to apply for a seat on the Affordable Housing Finance Committee because I am passionate about creating equitable housing solutions and leveraging my professional expertise in operational leadership, government relations, and financial management to drive impactful change in Contra Costa County. My qualifications and experiences have prepared me to contribute meaningfully to the committee’s work. As the Director of Marketing & New Business Development for the largest haircare provider serving the U.S. military, I lead nationwide operations across 180+ locations, overseeing a $42 million enterprise. I drive strategic growth initiatives, workforce development, and leadership for 900+ employees, including unionized teams, ensuring operational efficiency and long-term sustainability. My work has required me to engage with governmental bodies, negotiate contracts, and implement strategic planning initiatives, all of which align with the committee’s mission to optimize housing investments and programs for the community. In my civic roles, I serve as a Planning Commissioner for the City of Antioch, where I analyze and provide guidance on urban development projects. Additionally, as Chair of the Sales Tax Citizens' Oversight Committee, I ensure financial transparency in the allocation of public funds. My role on the TRANSPLAN Committee further reflects my commitment to improving infrastructure and addressing the needs of underserved communities. I believe in the power of strategic partnerships and stakeholder engagement to create innovative solutions. My experience in advocating for funding, working within compliance frameworks, and managing complex budgets equips me to contribute to discussions on affordable housing priorities. I aim to bring a collaborative, data-driven approach to this role, ensuring that funds are allocated effectively to address housing needs and improve the quality of life for residents. Serving on the Affordable Housing Finance Committee represents an opportunity to merge my professional expertise with my commitment to fostering sustainable growth and community well-being in Contra Costa County. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) Please see attached for my resume. Cortney L Jones Upload a Resume Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: TRANSPLAN Committee If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. Planning Commissioner - City of Antioch, 01/24 - Present Chair, Sales Tax Citizens' Oversight Committee - City of Antioch, 01/21 - Present Member, TRANSPLAN Committee - East Contra Costa County, 06/24 - Present Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: n/a Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No Cortney L Jones If Yes, please identify the nature of the relationship: n/a Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Cortney L Jones CORTNEY L. JONES Mission-Focused Executive | Strategic Operations & Business Development | Public & Private Sector Leadership Results-driven executive with over 15 years of experience managing administrative, operational, and financial services across multiple industries. Proven ability to lead large-scale teams, drive organizational growth, and execute high-impact projects in unionized environments and government contracting. Expertise in budgeting, compliance, stakeholder engagement, and strategic planning. Adept at policy implementation, change management, and process optimization to improve efficiency and profitability. Director of Marketing & New Business Development Gino Morena Enterprises LLC, 07/21 - Present ● Oversee 900+ employees across 180+ locations in 36 states, managing a $42M annual operation ● Led payroll system optimizations, identifying cost-saving strategies while ensuring accuracy in multi-state payroll ● Directed cost-reduction initiatives that improved efficiency by 15% and reduced operational costs by 10%. ● Represented the organization in high-stakes negotiations with government entities, regulatory agencies, and public-sector partners. ● Built cross-functional partnerships between operations, HR, and finance teams to streamline workforce planning and employee development programs. ● Implemented scalable process improvements to enhance compliance, logistics, and safety measures across all locations. Business Operations Manager Gino Morena Enterprises LLC, 01/13 - 07/21 ● Designed and executed policy frameworks for financial oversight, workforce compliance, and union labor agreements. ● Led shop remodels and new construction projects in high-security locations, including the Pentagon and NSA. ● Enhanced contract compliance policies, ensuring adherence to state, federal, and Department of Defense regulations ● Managed multi-million-dollar budgets, implementing cost-reduction measures that saved 15% annually. ● Conducted financial analysis and forecasting, optimizing revenue growth by over $15M per year Professional Affiliations Planning Commissioner - City of Antioch, 01/24 - Present Chair, Sales Tax Citizens' Oversight Committee - City of Antioch, 01/21 - Present Member, TRANSPLAN Committee - East Contra Costa County, 06/24 - Present Education / Certification Harvard Business School Online - Disruptive Strategy Certification United States Department of Defense - Safeguarding Personally Identifiable Information (PII) Certification California Fair Political Practices Commission - Public Service Ethics Education Certification University of Maine at Presque Isle - Bachelor of Business Administration - Management and Leadership (In Progress) Skills / Competencies Union Negotiations | Government Relations | Local Government | Management Consulting |Strategic Relationships | Compliance | Process Optimization | Project Management | Relationship Building | Research | Stakeholder Engagement | RFP | SaaS Technologies | Contract Negotiation | Prompt Engineering | Canva | Financial Analysis | HubSpot | Sage Intacct | Google Analytics Submit Date: Jan 18, 2025 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 2 Length of Employment 11 yrs Do you work in Contra Costa County? Yes No If Yes, in which District do you work? district 2 How long have you lived or worked in Contra Costa County? 15 years Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Chirag Kathrani San Ramon CA 94583 Mobile: ( Enterprise Mobility Inc CEO Chirag Kathrani Seat Name Supervisor Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? Education Select the option that applies to your high school education * None of the above College/ University A Name of College Attended Pune University Degree Type / Course of Study / Major Computer Engineering Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No Chirag Kathrani Upload a Resume Other Trainings & Occupational Licenses Other Training A Project Management Certification Certificate Awarded for Training? Yes No Other Training B Software Professional Certificate Awarded for Training? Yes No Occupational Licenses Completed: Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I believe there are many opportunities to have our inputs given to local city and county level on the sustainability, Affordable Housing and Behavioral Health committee that i have applied. Affordable housing also has significant importance when it comes to sustainability. Being in the committee i believe i would be able to add significant value as my core belief is in researching. Behavioral Health is significantly important for me as a parent of special needs kid i learned at the core level how the minds work and how positive enforcement works. I will be able to accommodate all those learning in the suggestions that are expected from the committees. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) Here's the revised version with improved grammar and clarity: I have been actively working with youth, encouraging them to take initiative, and have been a key member of the San Ramon Climate Action Group (https://srvclimate.org/). Our activities included providing input for the San Ramon City Climate Action Plan. Our team was also instrumental in establishing the Ad Hoc Climate Action Task Force. Additionally, I have been a dedicated volunteer for Jeena.org, a 501(c)(3) nonprofit supporting parents of children with special needs. In this role, I organized events for special needs students and was recognized as a volunteer who contributed over 600 hours in four years. Furthermore, I run my own nonprofit, Lead For Earth, which has made a significant impact on sustainability leadership by engaging youth in leadership roles. Our initiatives include advocacy at COP 28 and COP 29, where we successfully organized hundreds of youth globally to attend and ensure their voices were heard Chirag Kathrani Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. Lead For Earth Founder and board member a 501c3 Organization (lead4earth.org) Jeena Special needs Parent Non Profit 501c3 Volunteer Recruitment Board.(jeena.org) Nisarg Foundation (Environment non profit focused on funding environmental projects and have funded Climate Education, Forest Restoration, Agroforestery, Skills development to stop rural to urban migration) San Ramon Climate action Network (srvclimate.org) Founder and Advisor. Tech Beat Speaker, (https://techbeatconference.com/TechBeat/techbeat/) AidIndia (aidindia.org) Fundraising for the projects run by AidIndia and active member in evaluating proposals for funds. Deca.org Volunteer to evaluate business proposals by the high school students and providing written advises. Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No Chirag Kathrani If Yes, please identify the nature of the relationship: Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Chirag Kathrani Chirag Kathrani Professional Summary Innovative entrepreneur and business leader with over 20 years of experience running startups that challenge conventions and compete against large organizations. Committed to fostering a welcoming and inclusive environment, where critics are heard and ideas are transformed into actionable agendas. Proven track record in growing businesses, advocating for environmental sustainability, and driving youth leadership. Dedicated to creating measurable and structured opportunities in the City of San Ramon. Professional Experience Mangalm LLC, Pleasanton, CA Founder & CEO (Feb 2023 – Present) Spearheaded the development of a structured ecosystem to promote ethnic wholesale distribution in the U.S., growing from one to eight prominent Indian brands within a span of 1.5 years. Focused on capturing opportunities and building bridges between the U.S. and Indian business markets. Enterprise Mobility Inc, San Ramon, CA Founder & CEO (Aug 2013 – Present) Supported small startups through innovative solutions, creating an ecosystem for tech-driven growth. Incubated ventures under the umbrella of Enterprise Mobility, fostering innovation across multiple industries. FoodNearU, Tri-Valley Area, CA Founder (2013 – 2016) Established and self-funded an online food delivery platform, serving Dublin, Pleasanton, San Ramon, Walnut Creek, Livermore, and Fremont. Competed with venture-funded startups by focusing on customer experience and local market adaptability. Lead For Earth, San Ramon, CA Founder (2020 – Present) Launched a 501(c)(3) organization to promote environmental leadership among youth. Seed-funded sustainability projects and facilitated youth advocacy across various demographics. Tekreliance LLC, San Ramon, CA Founder (Jan 2006 – 2013) Led a custom software development firm working with major clients such as eBay, PayPal, McKesson, and Cubic. Smart Systems Technologies Inc, U.S. Lead Software Developer (June 2003 – Mar 2005) Designed and developed contactless payment solutions implemented across football stadiums in the United States. US Census Bureau, Washington D.C. Software Developer (Oct 2000 – May 2003) Contributed to the development of CSPro, a data engine used to manage census and survey data. Education Bachelor of Engineering (Computer Science) June 1997 Key Skills & Expertise Business Development & Strategy Public Policy Advocacy Startup Ecosystem Building AI & Computer Vision Environmental Leadership & Youth Engagement Custom Software Development Cross-Border Market Integration Community Involvement Founder, Lead For Earth, a youth leadership initiative promoting sustainability. Advocate for bringing items to the agenda at city council meetings and creating more structured public engagement. Submit Date: Jul 25, 2024 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: None Selected Length of Employment 17 years Do you work in Contra Costa County? Yes No If Yes, in which District do you work? Eastbay How long have you lived or worked in Contra Costa County? 52 years Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Melissa A Pigati Discovery Bay CA 94505 Home: ( Pigati’s child care Owner Melissa A Pigati Seat Name Melissa Pigati Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Los Medanos Degree Type / Course of Study / Major Cosmetology, childcare, small business management astronomy Have my license Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No Melissa A Pigati Upload a Resume Other Trainings & Occupational Licenses Other Training A CPR Certificate Awarded for Training? Yes No Other Training B First day Certificate Awarded for Training? Yes No Occupational Licenses Completed: I have licenses and child care child abuse I’m a mandated reporter. I also work with special needs children and adults and the seniors. Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I really would like to clean Contra Costa County up. There is a law of I believe, wasted money, going to departments that shouldn’t be going to to help clean up the city and make sure people are not abusing the system. We need to set a standard. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) I am a single mother that’s 52 years old who has raised two daughters by herself, has bought a home and ran a daycare facility out of my house. I also have a hair license, CPR first aid. I also work with special needs. I know how to pinch pennies make things stretch And I know all about con artist people and the things that they like to use now for going and getting government financial aid Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No Melissa A Pigati If Yes, please explain: Just work less you’re gonna have this be a full-time job then I’ll quit my work Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Melissa A Pigati Important Information 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Melissa A Pigati Submit Date: Jan 31, 2025 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 1 Length of Employment Not Applicable Do you work in Contra Costa County? Yes No If Yes, in which District do you work? District 1 How long have you lived or worked in Contra Costa County? 55 Years Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Willie J Robinson Richmond CA 94803 Home: ( Retired Willie J Robinson Seat Name County Member Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? 17+ Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Contra Costa College Degree Type / Course of Study / Major AS -Envir. Design, Drafting Tech. Degree Awarded? Yes No College/ University B Name of College Attended California Polytechnic State University Degree Type / Course of Study / Major Architectural Engineering Degree Awarded? Yes No College/ University C Name of College Attended California Polytechnic State University Willie J Robinson Upload a Resume Degree Type / Course of Study / Major BS - Architectural Engineering Degree Awarded? Yes No Other Trainings & Occupational Licenses Other Training A Career Technical Education Certificate Awarded for Training? Yes No Other Training B Value Engineering Certificate Awarded for Training? Yes No Occupational Licenses Completed: None Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. To help ensure diversity, inclusion and equity from the West County Communities. Recognizing that representation on County Commissions are not usually represented. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) My professional background as an engineering and construction project manager, coupled with my years of experience as a community advocate, provides me with a unique perspective for representing my community. Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Willie J Robinson Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: Affordable Housing Finance Advisory Committee; Measure X Community Advisory Board If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: See above. List any volunteer or community experience, including any advisory boards on which you have served. Affordable Housing Finance Advisory Committee, Community Housing Development Corporation, and the Public Development Review Advisory Committee for the City of Richmond's Planning Commission. Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: Willie J Robinson Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Willie J Robinson Submit Date: Aug 19, 2024 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: District 5 Length of Employment 5 months Do you work in Contra Costa County? Yes No If Yes, in which District do you work? 5 How long have you lived or worked in Contra Costa County? 21 Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Tamarra S Rogers Antioch CA 94531 Mobile: ( Antioch unified school district Substitute teacher Tamarra S Rogers Seat Name Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended CSU, Chico Degree Type / Course of Study / Major Bachelor of Arts/Liberal Studies Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No Other Trainings & Occupational Licenses Tamarra S Rogers Upload a Resume Other Training A California multiple subjects teaching credential Certificate Awarded for Training? Yes No Other Training B Certificate Awarded for Training? Yes No Occupational Licenses Completed: Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. I have worked with many children and families in the Bay Area and have a passion to support the needs I’ve personally witnessed and experienced. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) Resume attached Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No Tamarra S Rogers If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. Volunteered in programs to feed the homeless community. Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: Hired by Antioch and Pittsburg unified school districts. Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information Tamarra S Rogers 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Tamarra S Rogers PROJECTS Development of Annual Implementation Plan JULY 2021 - PRESENT ● Analyzed multiple forms of data to create measurable goals with explicit objectives. ● Formed and lead committee to implement actions to reach yearly goals. Behavior Policies and Procedures JUNE 2022 - AUGUST 2022 • Strategically designed effective behavior policies/procedures. • Proposed behavior policies/procedures to stakeholders. • Created tools to gain feedback and revised proposals as necessary. MARCH 2022 Institute of Cultural Affairs | Chicago, IL Technology of Participation Facilitation Outstanding Recognition JUNE 2022 Art and Culture Grant | Richmond, CA $8,000 Neighborhood Public Art Mini Grant • Planning • Communication • Problem Solving • Leadership • Time Management • Decision Making • Creativity • Organized • Research • Team Oriented • Strong Work Ethic • EXPERIENCE Seneca Culture and Climate Specialist JULY 2021 - PRESENT ● Improved overall K-8 campus climate and culture by 64%. ● Interaction with data surrounding appearance, relationships, leadership, discipline, learning, attitude, and community relations. ● Created organized time efficient policies and procedures to improve efficiency, communication, and behavior campuswide. Primary Teacher FEBRUARY 2016 - JUNE 2021 • Taught in grades Pre-k-2nd, 4th, and 6th grades based on California’s State Standards and National Curriculum Guidelines. • Created integrated lessons to increase academic development, engagement, and real-world learning. Tamarra Rogers CAREER OBJECTIVE Diligent professional with five years of communication and presentation experience working in educationally driven atmospheres looking to transitions leadership skills to an advanced career opportunity. Continued ambition and detail-oriented qualities will enhance your company’s success. SKILLS CSU, Chico | Year 2015 California State University, Chico Chico, California Deer Valley | Year 2009 Deer Valley High School Antioch, California EDUCATION AWARDS Submit Date: Sep 25, 2024 First Name Middle Initial Last Name Home Address Suite or Apt City State Postal Code Primary Phone Email Address Employer Job Title Contra Costa County Boards & Commissions Application Form Profile District Locator Tool Resident of Supervisorial District: None Selected Length of Employment 5 years Do you work in Contra Costa County? Yes No If Yes, in which District do you work? 3 How long have you lived or worked in Contra Costa County? 27 years Are you a veteran of the U.S. Armed Forces? Yes No Board and Interest Which Boards would you like to apply for? Affordable Housing Finance Committee: Submitted Joyce Williams A Antioch CA 94509 Mobile: ( Driversity Driving School Driving Instructor Joyce Williams Seat Name Have you ever attended a meeting of the advisory board for which you are applying? Yes No If Yes, how many meetings have you attended? Education Select the option that applies to your high school education * High School Diploma College/ University A Name of College Attended Merrit/Alameda Degree Type / Course of Study / Major General Ed Degree Awarded? Yes No College/ University B Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No College/ University C Name of College Attended Degree Type / Course of Study / Major Degree Awarded? Yes No Other Trainings & Occupational Licenses Joyce Williams Upload a Resume Other Training A Healdsburg Business College Certificate Awarded for Training? Yes No Other Training B NHI Massage Therapy Certificate Awarded for Training? Yes No Occupational Licenses Completed: Qualifications and Volunteer Experience Please explain why you would like to serve on this particular board, commitee, or commission. To help with homelessness. Describe your qualifications for this appointment. (NOTE: you may also include a copy of your resume with this application) On the verge of being homeless Would you like to be considered for appointment to other advisory bodies for which you may be qualified? Yes No Do you have any obligations that might affect your attendance at scheduled meetings? Yes No If Yes, please explain: Are you currently or have you ever been appointed to a Contra Costa County advisory board? Yes No Joyce Williams If Yes, please list the Contra Costa County advisory board(s) on which you are currently serving: If Yes, please also list the Contra Costa County advisory board(s) on which you have previously served: List any volunteer or community experience, including any advisory boards on which you have served. Conflict of Interest and Certification Do you have a familial or financial relationship with a member of the Board of Supervisors? (Please refer to the relationships listed under the "Important Information" section below or Resolution No. 2021/234) Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relationships? Yes No If Yes, please identify the nature of the relationship: Please Agree with the Following Statement I CERTIFY that the statements made by me in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge and undersand that all information in this application is publicly accessible. I understand that misstatements and/or omissions of material fact may cause forfeiture of my rights to serve on a board, committee, or commission in Contra Costa County. I Agree Important Information Joyce Williams 1. This application and any attachments you provide to it is a public document and is subject to the California Public Records Act (CA Government Code §6250-6270). 2. All members of appointed bodies are required to take the advisory body training provided by Contra Costa County. 3. Members of certain boards, commissions, and committees may be required to: (1) file a Statement of Economic Interest Form also known as a Form 700, and (2) complete the State Ethics Training Course as required by AB 1234. 4. Meetings may be held in various locations and some locations may not be accessible by public transportation. 5. Meeting dates and times are subject to change and may occur up to two (2) days per month. 6. Some boards, committees, or commissions may assign members to subcommittees or work groups which may require an additional commitment of time. 7. As indicated in Board Resolution 2021/234, a person will not be eligible for appointment if he/she is related to a Board of Supervisors' member in any of the following relationships: (1) Mother, father, son, and daughter; (2) Brother, sister, grandmother, grandfather, grandson, and granddaughter; (3) Husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepson, and stepdaughter; (4) Registered domestic partner, pursuant to California Family Code section 297; (5) The relatives, as defined in 1 and 2 above, for a registered domestic partner; (6) Any person with whom a Board Member shares a financial interest as defined in the Political Reform Act (Gov't Code §87103, Financial Interest), such as a business partner or business associate. Joyce Williams 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:225-1187 Name: Status:Type:Consent Item Passed File created:In control:11/27/2024 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute legal documents to provide a Community Development Block Grant loan of $1,000,000 to 425 Civic Center, LP, a California limited partnership, to acquire, convert, and rehabilitate an existing Motel 6 located at 425 24th Street in the City of Richmond to become permanent supportive affordable housing apartment units. (100% Federal funds) Attachments:1. Civic Center CDBG Loan Agreement, 2. Civic Center Deed of Trust, 3. Civic Center Intercreditor Agreement (with City of Richmond), 4. Civic Center Promissory Note, 5. Civic Center Regulatory Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 2 Pass To:Board of Supervisors From:John Kopchik, Director, Conservation and Development Report Title:Approval of a $1,000,000 Community Development Block Grant (CDBG) Loan for Civic Center Apartments, Richmond ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute, subject to approval by the County Administrator and approval as to form by County Counsel, loan documents to provide a $1,000,000 Community Development Block Grant (CDBG) loan to 425 Civic Center, LP, a California limited partnership, for the use in the acquisition, conversion and rehabilitation of an existing Motel 6 to become permanent supportive affordable housing, known as the Civic Center Apartments Project, located at 425 24th Street in the City of Richmond. FISCAL IMPACT: No General Fund impact. CDBG funds are provided to the County on a formula allocation basis through the U.S. Department of Housing and Urban Development (HUD). CFDA #14.218 BACKGROUND: Project Description On June 25, 2024, the Board of Supervisors approved an allocation of $1,000,000 in CDBG funds to Novin Development, Inc. (Novin) for the Civic Center Apartments project located at 425 24 th Street in the City of Richmond. The project is proposed as a 49-unit acquisition and conversion/rehabilitation project with 48 studio units affordable to and occupied by extremely-low-income households earning up to 30% of the Area Median CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:25-1187,Version:2 Income (AMI) that meet the definition of chronically homeless. Each unit is proposed to add kitchenettes that will provide affordable, permanent, supportive housing. All 48 units will be considered County-assisted. The site is currently an operational Motel 6 that is planned to be acquired by the City of Richmond (City) and the City will enter into a long-term ground lease with the Partnership. The project will use the existing building while making needed upgrades to building systems, repairing/replacing roofing, installing new windows and doors, updating Heating, Ventilation, Air Conditioning (HVAC) systems, and repainting interior and exterior spaces. The existing hotel lobby and manager’s office will also be converted into a community room and kitchen. The existing laundry spaces will be converted to laundry rooms for residents. Room interiors will receive new flooring, paint, bathroom fixtures, and new appliances, including mini fridges and microwaves. Loan Documents and Ownership Structure The owner of the property will be the City who will be leasing the property to 425 Civic Center LP. 425 Civic Center LP is a limited partnership between Trinity Center, a California nonprofit public benefit corporation, as the managing general partner, NDC Contra Costa LLC, a California limited liability company, as the administrative general partner, and Novin Development Corp., a California corporation, as the initial limited partner. Together, Trinity Center and NDC Contra Costa LLC are the General Partners. Novin Development Corp. is the sole member and manager of NDC Contra Costa LLC. Trinity Center has a 0.51% financial interest, NDC Contra Costa LLC has a 0.49% financial interest, and Novin Development Corp. has a 99% financial interest in the project. The CDBG funds will be provided by the County in the form of a 55-year loan. The CDBG loan will be provided to accrue 3% simple interest with annual payments due from surplus cash or residual receipts. Affordability and use restrictions are also incorporated into the CDBG loan documents. The County will have a Regulatory Agreement to require and maintain affordability of the units for a 55-year term. Additional non- County financing for the project include a City of Richmond loan of approximately $5 million dollars and a State of California Project Homekey grant of approximately $14.5 million dollars. Due to the high construction costs and limited revenue from the restricted rents, the total amount of the financing provided to the project will likely exceed the value of the completed project. Even though the proposed investment from the State Homekey funds is substantial compared to the amount of long-term debt, the partnership agreement will have numerous safeguards of the investor's equity. These safeguards essentially subordinate the County’s debt to the State Homekey funds equity. Therefore, the County CDBG funds may not be fully secured through the value of the property. However, the CDBG program funds are granted, not loaned, to the County, so the County general fund will not have any exposure as a result of this loan. The County structures its investments as loans rather than grants in order to maintain involvement in the financial team in the event the project experiences any serious issues over the 55-year term. Through this action, the Director of Conservation and Development, or designee, is authorized to execute subordination agreements and estoppels that are consistent with the subordination terms in the Loan Agreement. Environmental Review National Environmental Policy Act (NEPA): CDBG funded projects are subject to NEPA and 24 CFR Part 58 environmental regulations. The NEPA review for this project is complete and the required mitigations will be included in the loan agreement. CONSEQUENCE OF NEGATIVE ACTION: CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:25-1187,Version:2 The award of Homekey funds from the State HCD requires timely expenditure of funds and completion of the rehabilitation must be completed by July 2025. The CDBG funds are crucial to the project’s financing to start construction and to be able to meet the expenditure and construction completion requirements of the Homekey funds. If the CDBG loan/legal documents are not approved, the project would be delayed and would severely impact the project’s ability to meet the State’s Homekey timely expenditure and construction completion requirements, which could terminate the project. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 863\116\3877066.4 DEVELOPMENT LOAN AGREEMENT Between COUNTY OF CONTRA COSTA And 425 CIVIC CENTER, LP Civic Center Apartments dated March 15, 2025 i 863\116\3877066.4 ARTICLE 1. DEFINITIONS AND EXHIBITS ..............................................................................2 Section 1.1 Definitions................................................................................................... 2 Section 1.2 Exhibits. ...................................................................................................... 8 ARTICLE 2. LOAN PROVISIONS ................................................................................................8 Section 2.1 Loan. ........................................................................................................... 8 Section 2.2 Interest......................................................................................................... 8 Section 2.3 Use of Loan Funds. ..................................................................................... 9 Section 2.4 Security. ...................................................................................................... 9 Section 2.5 Conditions Precedent to Disbursement of Loan for Construction. ............................................................................................... 9 Section 2.6 Conditions Precedent to Disbursement of Retention. ............................... 11 Section 2.7 Repayment Schedule. ................................................................................ 12 Section 2.8 Reports and Accounting of Residual Receipts.......................................... 12 Section 2.9 Non-Recourse. .......................................................................................... 13 ARTICLE 3. CONSTRUCTION OF THE IMPROVEMENTS ...................................................14 Section 3.1 Permits and Approvals. ............................................................................. 14 Section 3.2 Bid Package. ............................................................................................. 14 Section 3.3 Construction Contract. .............................................................................. 14 Section 3.4 Construction Bonds. .................................................................................. 15 Section 3.5 Commencement of Construction. ............................................................. 15 Section 3.6 Completion of Construction. ..................................................................... 15 Section 3.7 Changes; Construction Pursuant to Plans and Laws. ................................ 15 Section 3.8 Prevailing Wages. ..................................................................................... 16 Section 3.9 Accessibility. ............................................................................................. 18 Section 3.10 Relocation. ................................................................................................ 18 Section 3.11 Equal Opportunity. .................................................................................... 19 Section 3.12 Minority and Women-Owned Contractors. .............................................. 19 Section 3.13 Progress Reports. ...................................................................................... 19 Section 3.14 Construction Responsibilities. .................................................................. 19 Section 3.15 Mechanics Liens, Stop Notices, and Notices of Completion.................... 20 Section 3.16 Inspections. ............................................................................................... 20 Section 3.17 Approved Development Budget; Revisions to Budget. ............................ 20 Section 3.18 Developer Fee. .......................................................................................... 21 Section 3.19 Partnership/Asset Fee................................................................................ 21 Section 3.20 NEPA Mitigation Requirements. .............................................................. 21 ARTICLE 4. LOAN REQUIREMENTS .......................................................................................21 Section 4.1 Reserve Accounts...................................................................................... 21 Section 4.2 Financial Accountings. ............................................................................. 22 Section 4.3 Approval of Annual Operating Budget. .................................................... 22 Section 4.4 Information. .............................................................................................. 23 Section 4.5 County Audits. .......................................................................................... 23 Section 4.6 Hazardous Materials. ................................................................................ 23 Section 4.7 Maintenance; Damage and Destruction. ................................................... 25 Section 4.8 Fees and Taxes. ......................................................................................... 26 ii 863\116\3877066.4 Section 4.9 Notices. ..................................................................................................... 26 Section 4.10 Operation of Development as Affordable Housing. ................................. 27 Section 4.11 Nondiscrimination..................................................................................... 27 Section 4.12 Insurance Requirements. ........................................................................... 27 Section 4.13 Covenants Regarding Approved Financing and Partnership Agreement. ................................................................................................ 29 Section 4.14 Covenants Regarding the Ground Lease................................................... 29 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF BORROWER ..........................30 Section 5.1 Representations and Warranties. ............................................................... 30 ARTICLE 6. DEFAULT AND REMEDIES .................................................................................32 Section 6.1 Events of Default. ..................................................................................... 32 Section 6.2 Remedies. .................................................................................................. 34 Section 6.3 Right of Contest. ....................................................................................... 35 Section 6.4 Remedies Cumulative. .............................................................................. 35 ARTICLE 7. GENERAL PROVISIONS ......................................................................................35 Section 7.1 Relationship of Parties. ............................................................................. 35 Section 7.2 No Claims. ................................................................................................ 36 Section 7.3 Amendments. ............................................................................................ 36 Section 7.4 Indemnification. ........................................................................................ 36 Section 7.5 Non-Liability of County Officials, Employees and Agents...................... 36 Section 7.6 Third Party Beneficiaries. ......................................................................... 36 Section 7.7 Discretion Retained by County. ................................................................ 36 Section 7.8 Conflict of Interest. ................................................................................... 36 Section 7.9 Notices, Demands and Communications. ................................................. 37 Section 7.10 Applicable Law. ........................................................................................ 37 Section 7.11 Parties Bound. ........................................................................................... 38 Section 7.12 Severability. .............................................................................................. 38 Section 7.13 Force Majeure. .......................................................................................... 38 Section 7.14 County Approval. ...................................................................................... 38 Section 7.15 Waivers. .................................................................................................... 38 Section 7.16 Title of Parts and Sections. ....................................................................... 38 Section 7.17 Entire Understanding of the Parties. ......................................................... 39 Section 7.18 Multiple Originals; Counterpart. ............................................................... 39 EXHIBIT A Legal Description of the Property EXHIBIT B Approved Development Budget EXHIBIT C NEPA Mitigation Requirements 1 863\116\3877066.4 DEVELOPMENT LOAN AGREEMENT Civic Center Apartments (CDBG Funds) This Development Loan Agreement (the "Agreement") is dated as of March 15, 2025, and is between the County of Contra Costa, a political subdivision of the State of California (the "County"), and 425 Civic Center, LP, a California limited partnership ("Borrower"). RECITALS A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement. B. The County has received Community Development Block Grant Program ("CDBG") funds from the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974, as amended ("CDBG Funds"). The CDBG Funds must be used by the County in accordance with 24 C.F.R. Part 570. C. The City of Richmond (the "City") has acquired that certain real property located at 425 24th Street, Richmond, California as more particularly described in Exhibit A (the "Property"). Borrower is leasing the Property from the City for a term of 55 years pursuant to a ground lease dated as of March 1, 2025 (the "Ground Lease"), and thereby has a leasehold interest in the Property for the term of the Ground Lease (the "Leasehold Interest"). D. The Property is improved with a motel consisting of 49 rooms and related improvements (the "Existing Improvements"). Borrower has acquired the Existing Improvements from the City. Borrower is rehabilitating the Existing Improvements into an affordable housing development with 48 units available for rental to extremely low-income persons and 1 manager's unit, and attendant site improvements (collectively, the "Improvements"). Together, (i) the Leasehold Interest, and (ii) Borrower’s fee interest in the Improvements, are the "Development." E. Borrower desires to borrow from the County Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Five Dollars ($999,995) of CDBG Funds (the "Loan"). The Loan will be evidenced by this Agreement, the Note, the Regulatory Agreement, and the Intercreditor Agreement, and is secured by the Deed of Trust. F. The Loan is being made to finance the costs of rehabilitation of the Improvements. The Improvements are intended to maintain the supply of affordable rental housing in Contra Costa County. Due to the assistance provided Borrower through the Loan, the County is designating forty-eight (48) units as County-Assisted units (the "County-Assisted Units"). 2 863\116\3877066.4 G. In accordance with the California Environmental Quality Act (Public Resources Code Sections 21000 et seq.) ("CEQA") the City determined the Improvements to be categorically exempt pursuant to the CEQA Guidelines. H. In accordance with the National Environmental Policy Act of 1969, as amended (42 U.S.C. 4321-4347) ("NEPA"), the County has completed and approved all applicable environmental review for the activities proposed to be undertaken under this Agreement. The parties therefore agree as follows: AGREEMENT ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The following capitalized terms have the following meanings: (a) "Accessibility Requirements" has the meaning set forth in Section 3.9 below. (b) "Agreement" means this Development Loan Agreement. (c) "Annual Operating Budget" has the meaning set forth in Section 4.3. (d) "Annual Operating Expenses" means for each calendar year, the following costs reasonably and actually incurred for operation and maintenance of the Development: (i) ground rent payments in the amount set forth in the Ground Lease; (ii) property taxes and assessments imposed on the Development; (iii) debt service currently due on a non-optional basis (excluding debt service due from Residual Receipts or surplus cash of the Development) on Approved Financing; (iv) on-site service provider fees for tenant social services, provided the County has approved, in writing, the plan and budget for such services before such services begin; (v) property management fees and reimbursements, on–site property management office expenses, and salaries of property management and maintenance personnel, not to exceed amounts that are standard in the industry and which are pursuant to a management contract approved by the County; (vi) the Partnership/Asset Fee only after the Asset Fee Reserve Account has been depleted; 3 863\116\3877066.4 (vii) fees for accounting, audit, and legal services incurred by Borrower's general partner in the asset management of the Development, not to exceed amounts that are standard in the industry, to the extent such fees are not included in the Partnership/Asset Fee; (viii) premiums for insurance required for the Improvements to satisfy the requirements of any lender of Approved Financing; (ix) utility services not paid for directly by tenants, including water, sewer, and trash collection; (x) maintenance and repair expenses and services; (xi) any annual license or certificate of occupancy fees required for operation of the Development; (xii) security services; (xiii) advertising and marketing; (xiv) cash deposited into the Replacement Reserve Account in the amount set forth in Section 4.1(a); (xv) cash deposited into the Operating Reserve Account to maintain the amount set forth in Section 4.1(b) after depletion of the Project Capitalized Operating Reserve, City Capitalized Operating Reserve, and Homekey Capitalized Operating Subsidy; (xvi) extraordinary operating costs specifically approved in writing by the County; (xvii) payments of deductibles in connection with casualty insurance claims not normally paid from reserves, the amount of uninsured losses actually replaced, repaired or restored, and not normally paid from reserves, and other ordinary and reasonable operating expenses approved in writing by the County and not listed above. (xviii) payment of any deferred portion of the Developer Fee (without interest), not to exceed the amount set forth in Section 3.18; Annual Operating Expenses do not include the following: depreciation, amortization, depletion or other non-cash expenses, initial deposits to capitalize a reserve account, any amount expended from a reserve account, and any capital cost associated with the Development. (e) "Annual Payment" has the meaning in Section 2.7(a). (f) "Approved Development Budget" means the proforma development budget, including sources and uses of Approved Financing, as approved by the County, and attached hereto and incorporated herein as Exhibit B. 4 863\116\3877066.4 (g) "Approved Financing" means all of the following loans, grants, equity and subsidy obtained by Borrower and approved by the County for the purpose of financing the acquisition of the Leasehold Interest and construction of the Improvements: (i) a loan of funds from the City funded by the California Department of Housing and Community Development's Homekey Program, established by California Health and Safety Code Section 50675.1.1, in the amount of Eight Million Two Hundred Sixty Thousand One Hundred Sixty Dollars ($8,260,160) (the "City Homekey Loan"); (ii) a construction and permanent loan from the City of low income housing trust funds in the approximate amount of Eight Million Three Hundred Thousand Dollars ($8,300,000) (the "City Housing Funds Loan"); (iii) a seller carry-back loan from the City in the approximate amount of Three Million One Hundred Thirty-Six Thousand Five Hundred Sixty-One Dollars ($3,136,561) Dollars (the "City Seller-Carry Back Loan"); and (iv) capitalized operating subsidy from the California Department of Housing and Community Development in the amount of Two Million Four Hundred Nineteen Thousand Two Hundred Dollars ($2,419,200) (the "Homekey Capitalized Operating Subsidy"). (h) "Asset Fee Reserve Account" has the meaning set forth in Section 3.19 below. (i) "Bid Package" means the package of documents Borrower's general contractor is required to distribute to potential bidders as part of the process of selecting subcontractors for the Development. The Bid Package is to include the following: (i) an invitation to bid; (ii) copy of the proposed construction contract; and (iii) all Construction Plans. (j) "Borrower" has the meaning set forth in the first paragraph of this Agreement. (k) "Capitalized Replacement Reserve" has the meaning set forth in Section 4.1(a). (l) "CDBG" has the meaning set forth in Paragraph B of the Recitals. (m) "CDBG Funds" has the meaning set forth in Paragraph B of the Recitals. (n) "CEQA" has the meaning set forth in Paragraph G of the Recitals. (o) "City" has the meaning set forth in Paragraph C of the Recitals. (p) "City Capitalized Operating Reserve" has the meaning set forth in Section 4.1(b). (q) "City Homekey Loan" has the meaning set forth in Section 1.1(g)(i). (r)"City Housing Funds Loan" has the meaning set forth in Section 1.1(g)(ii). 5 863\116\3877066.4 (s) "City Seller-Carry Back Loan" has the meaning set forth in Section 1.1(g)(iii). (t) "Commencement of Construction" has the meaning set forth in Section 3.5. (u) "Completion Date" means the date that a final certificate of occupancy, or equivalent document is issued by the City to certify that the Development may be legally occupied. (v) "Construction Plans" means all construction documentation upon which Borrower and Borrower's general contractor rely in constructing all the Improvements (including the units, landscaping, parking, and common areas) and includes, but is not limited to, final architectural drawings, landscaping plans and specifications, final elevations, building plans and specifications (also known as "working drawings"), with the understanding that the term "construction" as used in this Agreement means construction and/or rehabilitation as applicable to the work begin performed. (w) "County" has the meaning set forth in the first paragraph of this Agreement. (x) "County-Assisted Units" has the meaning set forth in Paragraph F of the Recitals. (y) "County Loan Prorata Percentage" means the result, expressed as a percentage, obtained by dividing the Loan by the sum of the Loan, and the City Housing Fund Loan, to the extent such loan funds are disbursed. (z) "Deed of Trust" means the Leasehold Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing of even date herewith among Borrower, as trustor, Old Republic Title Company, as trustee, and the County, as beneficiary, that will encumber the Development to secure repayment of the Loan and performance of the covenants of the Loan Documents. (aa) "Default Rate" means the lesser of the maximum rate permitted by law and ten percent (10%) per annum. (bb) "Developer Fee" has the meaning set forth in Section 3.18. (cc) "Development" has the meaning set forth in Paragraph D of the Recitals. (dd) "Development Fiscal Year" means for the Improvements, the annual period commencing on January 1 and concluding on December 31 each year. (ee) "Event of Default" has the meaning set forth in Section 6.1. (ff) "Existing Improvements" has the meaning set forth in Paragraph D of the Recitals. 6 863\116\3877066.4 (gg) "Gross Revenue" means for each calendar year, all revenue, income, receipts, and other consideration actually received from the operation and leasing of the Development. Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants; (ii) Section 8 payments and other rental or operating subsidy payments received for the dwelling units; (iii) deposits forfeited by tenants; (iv) all cancellation fees; (v) price index adjustments and any other rental adjustments to leases or rental agreements; (vi) net proceeds from vending and laundry room machines; (vii) the proceeds of business interruption or similar insurance not paid to senior lenders; (viii) the proceeds of casualty insurance not used to rebuild the Development and not paid to senior lenders; and (ix) condemnation awards for a taking of part or all of the Development for a temporary period. Gross Revenue does not include tenants' security deposits, loan proceeds, unexpended amounts (including interest) in any reserve account, required deposits to reserve accounts, capital contributions or similar advances. (hh) "Ground Lease" has the meaning set forth in Paragraph C of the Recitals. (ii) "Hazardous Materials" means: (i) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical, and (ii) any waste, substance or material defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "toxic materials", "toxic waste", "toxic substances," or words of similar import under any Hazardous Materials Law. (jj) "Hazardous Materials Claims" means with respect to the Development (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower or the Development pursuant to any Hazardous Materials Law; and (ii) all claims made or threatened by any third party against Borrower or the Development relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials. 7 863\116\3877066.4 (kk) "Hazardous Materials Law" means any federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, health, industrial hygiene, environmental conditions, or the regulation or protection of the environment, and all amendments thereto as of this date and to be added in the future and any successor statute or rule or regulation promulgated thereto. (ll) "Homekey Capitalized Operating Subsidy" has the meaning set froth in Section 1.1(g)(iv). (mm) "HUD" has the meaning set forth in Paragraph B of the Recitals. (nn) "Intercreditor Agreement" means that certain Subordination and Intercreditor Agreement of even date herewith entered into by and among the City, the County, and Borrower related to the Loan, the City Homekey Loan, the City Housing Funds Loan, and the City Seller Carry-Back Loan, to be recorded against the Property (oo) "Improvements" has the meaning set forth in Paragraph D of the Recitals. (pp) "Leasehold Interest" has the meaning set forth in Paragraph C of the Recitals. (qq) "Lenders' Share of Residual Receipts" means fifty percent (50%) of Residual Receipts. (rr) "Loan Documents" means this Agreement, the Note, the Regulatory Agreement, the Intercreditor Agreement, and the Deed of Trust. (ss) "Loan" has the meaning set forth in Paragraph E of the Recitals. (tt) "NEPA" has the meaning set forth in Paragraph H of the Recitals. (uu) "Note" means the promissory note of even date herewith that evidence Borrower's obligation to repay the Loan. (vv) "Operating Reserve Account" has the meaning set forth in Section 4.1(b). (ww) "Partnership Agreement" means the agreement between Borrower's general partner and the limited partner that governs the operation and organization of Borrower as a California limited partnership. (xx) "Partnership/Asset Fee" means partnership management fees (including any asset management fees) payable pursuant to the Partnership Agreement to any partner of Borrower in the amounts approved by the County as set forth in Section 3.19. (yy) "Project Capitalized Operating Reserve" has the meaning set forth in Section 4.1(b). (zz) "Property" has the meaning set forth in Paragraph C of the Recitals. 8 863\116\3877066.4 (aaa) "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith, between the County and Borrower evidencing the HUD and County requirements applicable to the Loan, to be recorded against the Development. (bbb) "Replacement Reserve Account" has the meaning set forth in Section 4.1(a). (ccc) "Residual Receipts" means for each calendar year, the amount by which Gross Revenue exceeds Annual Operating Expenses. (ddd) "Retention Amount" means Fifty Thousand Dollars ($50,000) of the Loan, the disbursement of which is described in Section 2.6. (eee) "Statement of Residual Receipts" means an itemized statement of Residual Receipts. (fff) "Tenant" means the tenant household that occupies a unit in the Development. (ggg) "Term" means the period of time that commences on the date of this Agreement, and expires, unless sooner terminated in accordance with this Agreement, on the fifty-fifth (55th) anniversary of the Completion Date; provided, however, if a record of the Completion Date cannot be located or established, the Term will expire on the fifty-seventh (57th) anniversary of this Agreement. (hhh) "Transfer" has the meaning set forth in Section 6.1 of the Regulatory Agreement. Section 1.2 Exhibits. The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference: Exhibit A: Legal Description of the Property Exhibit B: Approved Development Budget Exhibit C: NEPA Mitigation Requirements ARTICLE 2. LOAN PROVISIONS Section 2.1 Loan. Upon satisfaction of the conditions set forth in Section 2.5 and Section 2.6 of this Agreement, the County shall lend to Borrower the Loan for the purposes set forth in Section 2.3 of this Agreement. Borrower's obligation to repay the Loan is evidenced by the Note. Section 2.2 Interest. 9 863\116\3877066.4 (a) Loan. Subject to the provisions of subsection (b) below, the Loan bears interest from the date of disbursement at a per annum simple interest rate of three percent (3%), until all amounts have been paid in full. (b) Default Rate. Upon the occurrence of an Event of a Default, interest on the outstanding principal balance of the Loan will accrue at the Default Rate, beginning on the date of such occurrence and continuing until the date the Loan is repaid in full or the Event of Default is cured. Section 2.3 Use of Loan Funds. (a) Borrower shall use the Loan for construction costs, consistent with the Approved Development Budget. (b) Borrower may not use the Loan for any other purposes without the prior written consent of the County. Section 2.4 Security. In consideration of the Loan, Borrower shall (i) secure its obligation to repay the Loan, as evidenced by the Note, by executing the Deed of Trust, and cause or permit it to be recorded as a lien against the Development in a junior lien position to the deed of trust securing the City Homekey Loan, the City Housing Funds Loan, and the City Seller Carry-Back Loan pursuant to the Intercreditor Agreement, and (ii) execute the Regulatory Agreement and the Intercreditor Agreement, and cause or permit them to be recorded against the Property. Section 2.5 Conditions Precedent to Disbursement of Loan for Construction. Until the conditions set forth in Section 2.6 have been met, the disbursements made pursuant to this Agreement of the Loan may not exceed Nine Hundred Fifty Thousand Dollars ($950,000). The County is not obligated to authorize closing on the Loan or disburse any portion of the Loan, or to take any other action under the Loan Documents unless all of the following conditions have been and continue to be satisfied: (a) There exists no Event of Default nor any act, failure, omission or condition that would constitute an Event of Default under this Agreement, or under any other agreement between the County and Borrower; (b) There exists no default nor any act, failure, omission or condition that would constitute default under the Ground Lease; (c) Borrower has delivered to the County copies of all of Borrower's organizational documents, and a copy of a corporate resolution authorizing Borrower to obtain the Loan and all other Approved Financing, and execute the Loan Documents; (d) There exists no material adverse change in the financial condition of Borrower from that shown by the financial statements and other data and information furnished by Borrower to the County prior to the date of this Agreement; 10 863\116\3877066.4 (e) Borrower has furnished the County with evidence of the insurance coverage meeting the requirements of Section 4.12 below; (f) Borrower has executed and delivered to the County the Loan Documents and has caused all other documents, instruments, and policies required under the Loan Documents to be delivered to the County; (g) The Deed of Trust, the Regulatory Agreement, and the Intercreditor Agreement have been recorded against the Development in the Office of the Recorder of the County of Contra Costa; (h) A title insurer reasonably acceptable to the County is unconditionally and irrevocably committed to issuing an LP-10 2021 ALTA Lender's Policy of title insurance insuring the priority of the Deed of Trust in the amount of the Loan, subject only to such exceptions and exclusions as may be reasonably acceptable to the County, and containing such endorsements as the County may reasonably require. Borrower shall provide whatever documentation (including an indemnification agreement), deposits or surety is reasonably required by the title company in order for the County's Deed of Trust to be senior in lien priority to any mechanics liens in connection with any start of construction that has occurred prior to the recordation of the Deed of Trust against the Development in the Office of the Recorder of the County of Contra Costa; (i) All environmental review necessary for the construction of the Improvements has been completed, and Borrower has provided the County evidence of planned compliance with all NEPA and CEQA requirements and mitigation measures applicable to construction, and evidence of compliance with all NEPA and CEQA requirements and mitigation measures applicable to preconstruction; (j) The County has determined the undisbursed proceeds of the Loan, together with other funds or firm commitments for funds that Borrower has obtained in connection with the construction of the Improvements, are not less than the amount the County determines is necessary to pay for the construction of the Improvements and to satisfy all of the covenants contained in this Agreement and the Regulatory Agreement; (k) Borrower has obtained all permits and approvals necessary for the rehabilitation of the Improvements; (l) The County has received and approved the Bid Package for the subcontractors for the rehabilitation of the Improvements pursuant to Section 3.2 below; (m) The County has received and approved the general contractor's construction contract that Borrower has entered or proposed to enter into for the rehabilitation of the Improvements pursuant to Section 3.3 below; (n) The County has received and approved labor and material (payment) bonds and performance bonds as required pursuant to Section 3.4 below; 11 863\116\3877066.4 (o) Borrower has closed the loans that comprise the Approved Financing described in Section 1.1(g) and has already received, or is eligible to receive, the funds; (p) Borrower has provided the County a certification from the Borrower's architect or qualified accessibility specialist that the construction plans are in conformance with the Accessibility Requirements; and (q) The County has received a written draw request from Borrower, including: (i) certification that the condition set forth in Section 2.5(a) continues to be satisfied; (ii) certification that the proposed uses of funds is consistent with the Approved Development Budget; (iii) the amount of funds needed; and, (iv) where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred. When a disbursement is requested to pay any contractor in connection with the Improvements, the written request must be accompanied by: (1) certification by Borrower's architect reasonably acceptable to the County that the work for which disbursement is requested has been completed (although the County reserves the right to inspect the Property and the Improvements and make an independent evaluation); and (2) lien releases and/or mechanics lien title insurance endorsements reasonably acceptable to the County. Section 2.6 Conditions Precedent to Disbursement of Retention. The County is not obligated to disburse the Retention Amount unless the following conditions precedent are satisfied: (a) The County has received a completion report from Borrower setting forth the following for all units in the Development and specifically identifying which units are County-Assisted Units: (i) the income, household size, race, and ethnicity of Tenants; and (ii) and the unit address, unit size, rent amount and utility allowance; (b) The County has received a draft of the Final Cost Certification for the Development from Borrower showing all uses and sources; (c) The County has received from Borrower copies of the certificate of occupancy or equivalent final permit sign-offs for the Development; (d) The County has received from Borrower current evidence of the insurance coverage meeting the requirements of Section 4.12 below; (e) The County has received from Borrower a form of Tenant lease; (f) The County has received from Borrower a Marketing Plan, Tenant Selection Plan, Technology Plan, Social Services Plan, and Social Services Budget as defined in the Regulatory Agreement; (g) The County has received from Borrower evidence of marketing for any vacant County-Assisted Unit in the Development such as copies of flyers, list of media ads, list of agencies and organizations receiving information on availability of such units, as applicable; (h) The County has received from Borrower all relevant contract activity information, including compliance with Section 3 requirements as set forth in Section 4.5(b)(9) 12 863\116\3877066.4 of the Regulatory Agreement, and minority-owned (MBE) and women-owned (WBE) business requirements; (i) If Borrower was required to comply with relocation requirements as set forth in Section 3.10 below, the County has received from Borrower evidence of compliance with all applicable relocation requirements; (j) The County has received from Borrower a copy of the management agreement and contact information for the property manager of the Development and the name and phone number of the on-site property manager; (k) If Borrower is required to pay prevailing wages under the Davis-Bacon Act (40 U.S.C. 3141-3148) by the HUD regulations governing the Loan, the County has received confirmation that Borrower has submitted all certified payrolls to the County, and any identified payment issues have been resolved, or Borrower is working diligently to resolve any such issues; and (l) The County has received a written draw request from Borrower, including certification that the condition set forth in Section 2.5(a) continues to be satisfied, and setting forth the proposed uses of funds consistent with the Approved Development Budget, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred. Borrower shall apply the disbursement for the purpose(s) requested. Section 2.7 Repayment Schedule. (a) Annual Payments of Loan. Commencing on June 1, 2026, and on June 1 of each year thereafter during the Term, Borrower shall make a Loan payment in an amount equal to the County Loan Prorata Percentage of the Lenders' Share of Residual Receipts (each such payment, an "Annual Payment"). The County shall apply all Annual Payments first, to accrued interest; and second, to principal. (b) Payment in Full of Loan. Borrower shall pay all outstanding principal and accrued interest on the Loan, in full, on the earliest to occur of: (i) any Transfer other than as permitted pursuant to Section 6.1 of the Regulatory Agreement; (ii) an Event of Default; and (iii) the expiration of the Term. (c) Prepayment. Borrower may prepay the Loan at any time without premium or penalty. However, the Regulatory Agreement and the Deed of Trust (as security for the Regulatory Agreement) will remain in effect for the entire Term, regardless of any prepayment or Transfer. Section 2.8 Reports and Accounting of Residual Receipts. (a) Borrower shall keep and maintain at the principal place of business of Borrower set forth in Section 7.9 below, or elsewhere with the County's written consent, full, complete and appropriate books, records and accounts necessary or prudent to evidence and substantiate in full detail Borrower's calculation of Residual Receipts and disbursements of Residual Receipts. 13 863\116\3877066.4 (b) In connection with the Annual Payment, Borrower shall furnish to the County: (i) The Statement of Residual Receipts for the relevant period. The first Statement of Residual Receipts will cover the period that begins on January 1, 2025, and ends on December 31 of that same year. Subsequent statements of Residual Receipts will cover the twelve-month period that ends on December 31 of each year; (ii) A statement from the independent public accountant that audited Borrower's financial records for the relevant period, which statement must confirm that Borrower's calculation of the Lenders' Share of Residual Receipts is accurate based on Gross Revenue and Annual Operating Expenses; and (iii) Any additional documentation reasonably required by the County to substantiate Borrower's calculation of Lenders' Share of Residual Receipts. (c) The receipt by the County of any statement pursuant to subsection (b) above or any payment by Borrower or acceptance by the County of any Loan repayment for any period does not bind the County as to the correctness of such statement or payment. The County may audit the Residual Receipts and all books, records, and accounts pertaining thereto pursuant to Section 4.5 below. Section 2.9 Non-Recourse. Except as provided below, neither Borrower, nor any partner of Borrower, has any direct or indirect personal liability for payment of the principal of, and interest on, the Loan. Following recordation of the Deed of Trust, the sole recourse of the County with respect to the principal of, or interest on, the Note will be to the property described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability limits or impairs the enforcement of all the rights and remedies of the County against all such security for the Note, or impairs the right of County to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation to repay the principal and interest on the Note. Nothing contained herein is intended to relieve Borrower of its obligation to indemnify the County under the Loan Documents and Borrower shall be fully and personally liable for: (i) loss or damage of any kind resulting from waste, fraud, gross negligence, or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Development that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by Borrower other than in accordance with the Deed of Trust; (iv) willful or grossly negligent violation of applicable law; and (v) the misappropriation of any proceeds under any insurance policies or awards 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 Improvements. 14 863\116\3877066.4 ARTICLE 3. CONSTRUCTION OF THE IMPROVEMENTS Section 3.1 Permits and Approvals. Borrower shall obtain all permits or permit ready letter and approvals necessary for the commencement of construction of the Improvements no later than April 15, 2025, or such later date that the County approves in writing. Section 3.2 Bid Package. Not later than thirty (30) days prior to Borrower's proposed date for advertising the Bid Package, Borrower shall submit to the County a copy of Borrower's general contractor's proposed Bid Package. The County's Director, Department of Conservation and Development, or his or her designee, shall approve or disapprove the Bid Package within fifteen (15) days after receipt of the Bid Package by the County. If the County rejects the proposed Bid Package the reasons therefore must be given to Borrower. Borrower will then have fifteen (15) days to revise the proposed Bid Package and resubmit it to the County. The County will then have fifteen (15) days to review and approve Borrower's new or corrected Bid Package. The provisions of this Section will continue to apply until a proposed Bid Package has been approved by the County. Borrower may not publish a proposed Bid Package until it has been approved by the County. Section 3.3 Construction Contract. (a) Not later than fifteen (15) days prior to the proposed Commencement of Construction, Borrower shall submit to the County for its approval a draft of the proposed construction contract for the Improvements. All construction work and professional services are to be performed by persons or entities licensed or otherwise authorized to perform the applicable construction work or service in the State of California. Each contract that Borrower enters for construction of the Improvements is to provide that at least ten percent (10%) of the costs incurred will be payable only upon completion of the construction, subject to early release of retention for specified subcontractors upon approval by the County. The construction contract will include all applicable CDBG requirements set forth in Section 4.5 of the Regulatory Agreement. The County's approval of the construction contract may not be deemed to constitute approval of or concurrence with any term or condition of the construction contract except as such term or condition may be required by this Agreement. (b) Upon receipt by the County of the proposed construction contract, the County shall promptly review same and approve or disapprove it within fifteen (15) days. If the construction contract is not approved by the County, the County shall set forth in writing and notify Borrower of the County's reasons for withholding such approval. Borrower shall thereafter submit a revised construction contract for County approval, which approval is to be granted or denied in fifteen (15) days in accordance with the procedures set forth above. Any construction contract executed by Borrower for the Development is to be in the form approved by the County. 15 863\116\3877066.4 Section 3.4 Construction Bonds. Not later than fifteen (15) days prior to the proposed Commencement of Construction Borrower shall deliver to the County copies of labor and material bonds and performance bonds for the construction of the Improvements in an amount equal to one hundred percent (100%) of the scheduled cost of the construction of the Improvements. Such bonds must name the County as a co-obligee. Section 3.5 Commencement of Construction. Borrower shall cause the Commencement of Construction of the Improvements to occur no later than May 1, 2025, or such later date that the County approves in writing, but in no event later than 1 year from date of this Agreement. For the purposes of this Agreement, "Commencement of Construction" means the date set for the start of construction of the Improvements in the notice to proceed issued by Borrower to Borrower's general contractor. In no event may Commencement of Construction occur prior to completion of the studies set forth in the NEPA mitigation requirements attached as Exhibit C. Section 3.6 Completion of Construction. Borrower shall diligently prosecute construction of the Improvements to completion, and shall cause the construction of the Improvements to be completed no later than the date set forth in the Standard Agreement for the Homekey funds among the City, Borrower and California Department of Housing and Community Development dated November 15, 2024, as such date may be extended. Section 3.7 Changes; Construction Pursuant to Plans and Laws. (a) Changes. Borrower shall construct the Improvements in conformance with (i) the plans and specifications approved by the City's building department, and (ii) the Approved Development Budget. Borrower shall notify the County in a timely manner of any changes in the work required to be performed under this Agreement, including any additions, changes, or deletions to the plans and specifications approved by the City. Written authorization from the County must be obtained before any of the following changes, additions, or deletions in work for the Improvements may be performed: (i) any change in the work the cost of which exceeds Fifty Thousand Dollars ($50,000); or (ii) any set of changes in the work the cost of which cumulatively exceeds One Hundred Thousand Dollars ($100,000) or ten percent (10%) of the Loan amount, whichever is less; or (iii) any material change in building materials or equipment, specifications, or the structural or architectural design or appearance of the Improvements as provided for in the plans and specifications approved by the County. The County's consent to any additions, changes, or deletions to the work does not relieve or release Borrower from any other obligations under this Agreement, or relieve or release Borrower or its surety from any surety bond. (b) Compliance with Laws. Borrower shall cause all work performed in connection with the Improvements to be performed in compliance with: 16 863\116\3877066.4 (i) all applicable laws, codes (including building codes and codes applicable to mitigation of disasters such as earthquakes), ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter; (ii) the regulations governing the CDBG Funds; (iii) the requirements of Build America, Buy America Act (BABA) enacted under Division G, Title IX of the Infrastructure Investment and Jobs Act (IIJA, Pub. L. No. 117-58) signed into law on November 15, 2021; (iv) the requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. 4851 et seq.), and implementing regulations at 24 C.F.R. Part 35; and (v) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. Borrower may permit the work to proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Borrower is responsible to the County for the procurement and maintenance thereof. Section 3.8 Prevailing Wages. (a) Davis Bacon. Borrower shall cause construction of the Improvements to be in compliance with the prevailing wage requirements of the federal Davis-Bacon Act (40 U.S.C. 3141-3148). Borrower shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the County) the County against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Borrower, its contractor and subcontractors) to pay prevailing wages as determined pursuant to the prevailing wage provisions of the federal Davis-Bacon Act and implementing rules and regulations in connection with the construction of the Improvements or any other work undertaken or in connection with the Development. This obligation to indemnify survives termination of this Agreement, repayment of the Loan, and the reconveyance of the Deed of Trust. (b) State Prevailing Wages. (i) To the extent required by applicable law Borrower shall: (1) pay, and shall cause any consultants or contractors to pay, prevailing wages in the construction of the Improvements as those wages are determined pursuant to California Labor Code Section 1720 et seq.; (2) cause any consultants or contractors to employ apprentices as required by California Labor Code Section 1777.5 et seq., and the implementing regulations of the Department of Industrial Relations (the "DIR"), and to comply with the other applicable 17 863\116\3877066.4 provisions of California Labor Code Sections 1720 et seq., 1777.5 et seq., and implementing regulations of the DIR; (3) keep and retain, and shall cause any consultants and contractors to keep and retain, such records as are necessary to determine if such prevailing wages have been paid as required pursuant to California Labor Code Section 1720 et seq., and apprentices have been employed are required by California Labor Code Section 1777.5 et seq.; (4) post at the Property, or shall cause the contractor to post at the Property, the applicable prevailing rates of per diem wages. Copies of the currently applicable current per diem prevailing wages are available from DIR; (5) cause contractors and subcontractors constructing the Improvements to be registered as set forth in California Labor Code Section 1725.5; (6) cause its contractors and subcontractors, in all calls for bids, bidding materials and the construction contract documents for the construction of the Improvements to specify that: (A) no contractor or subcontractor may be listed on a bid proposal nor be awarded a contract for the construction of the Improvements unless registered with the DIR pursuant to California Labor Code Section 1725.5; and (B) the construction of the Improvements is subject to compliance monitoring and enforcement by the DIR. (7) provide the County all information required by California Labor Code Section 1773.3 as set forth in the DIR's online form PWC-100 within 2 days of the award of any contract (https://www.dir.ca.gov/pwc100ext/); (8) cause its contractors to post job site notices, as prescribed by regulation by the DIR; and (9) cause its contractors to furnish payroll records required by California Labor Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner. (ii) Borrower shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the County) the County against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Borrower, its contractor and subcontractors) to pay prevailing wages as determined pursuant to California Labor Code Section 1720 et seq., to employ apprentices pursuant to California Labor Code Section 1777.5 et seq., to meet the conditions of California Labor Code Section 1771.4, and implementing regulations of the DIR, or to comply with the other applicable provisions of California Labor Code Sections 1720 et seq., 1777.5 et seq., and 1771.4, and the implementing regulations of the DIR, in connection with the construction of the Improvements or any other work undertaken or in connection with the Development. This 18 863\116\3877066.4 obligation to indemnify survives termination of this Agreement, repayment of the Loan, and the reconveyance of the Deed of Trust. Section 3.9 Accessibility. (a) Borrower shall cause the Improvements to be constructed and operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements including, but not limited to the applicable provisions of: (i) the Unruh Act, (ii) the California Fair Employment and Housing Act, (iii) Section 504 of the Rehabilitation Act of 1973, (iv) the United States Fair Housing Act, as amended, (v) the Americans with Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the California Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements"). (b) In compliance with the Accessibility Requirements, if the rehabilitation of the Improvements is substantial as defined in 24 C.F.R. 8.23(a), a minimum of three (3) units in the Development must be constructed to be fully accessible to households with a mobility impaired member, and an additional one (1) unit in the Development must be constructed to be fully accessible to hearing and/or visually impaired persons. Non-substantial alterations must comply with 24 C.F.R. 8.23(b). In compliance with the Accessibility Requirements Borrower shall provide the County with a certification from the Development architect that to the best of the architect's knowledge, the Development complies with all federal and state accessibility requirements applicable to the Development. Borrower shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the County) the County against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Borrower, its architect, contractor and subcontractors) to construct the Development in accordance with the Accessibility Requirements. This obligation to indemnify survives termination of this Agreement, repayment of the Loan and the reconveyance of the Deed of Trust. Section 3.10 Relocation. (a) If and to the extent that acquisition of the Leasehold Interest and construction of the Improvements will result in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then Borrower shall comply with all applicable local, state, and federal statutes and regulations, (including without limitation the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), and implementing regulations at 49 C.F.R. Part 24; Section 104(d) of the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. 42 et seq.; 24 C.F.R. 570.606; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Sections 6000 et seq.) with respect to preparation of a relocation plan, relocation planning, advisory assistance, and payment of monetary benefits. Borrower shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. (b) Borrower shall indemnify, defend and hold harmless, (with counsel reasonably acceptable to the County), the County and its board members, supervisors, directors, officers, employees, agents, successors and assigns against any claim for damages, 19 863\116\3877066.4 compensation, fines, penalties, relocation payments or other amounts and expenses (including reasonable attorneys' fees) arising out of the failure or alleged failure of any person or entity (including Borrower, or the County) to satisfy relocation obligations related to the acquisition of the Leasehold Interest and construction of the Improvements. This obligation to indemnify survives termination of this Agreement, repayment of the Loan and the reconveyance of the Deed of Trust. Section 3.11 Equal Opportunity. During the construction of the Improvements discrimination on the basis of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin, ancestry, or disability in the hiring, firing, promoting, or demoting of any person engaged in the construction work is not allowed. Section 3.12 Minority and Women-Owned Contractors. Borrower shall use its best efforts to afford minority-owned and women-owned business enterprises the maximum practicable opportunity to participate in the construction of the Improvements. Borrower shall, at a minimum, notify applicable minority-owned and women- owned business firms located in Contra Costa County of bid opportunities for the construction of the Improvements. A listing of minority owned and women owned businesses located in the County and neighboring counties is available from the County. Documentation of such notifications must be maintained by Borrower and available to the County upon request. Section 3.13 Progress Reports. Until such time as Borrower has received a certificate of occupancy (or functional equivalent) from the City for the Development, Borrower shall provide the County with quarterly progress reports regarding the status of the construction of the Improvements, including a certification that the actual construction costs to date conform to the Approved Development Budget, as it may be amended from time to time pursuant to Section 3.13 below. Section 3.14 Construction Responsibilities. (a) Borrower is responsible for the coordination and scheduling of the work to be performed so that commencement and completion of the construction of the Improvements takes place in accordance with this Agreement. (b) Borrower is solely responsible for all aspects of Borrower's conduct in connection with the Development, including (but not limited to) the quality and suitability of the plans and specifications, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the County with reference to the Development is solely for the purpose of determining whether Borrower is properly discharging its obligations to the County, and may not be relied upon by Borrower or by any third parties as a warranty or representation by the County as to the quality of the design or construction of the Improvements. 20 863\116\3877066.4 Section 3.15 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Leasehold Interest or the Property or a stop notice affecting the Loan is served on the County or any other lender or other third party in connection with the Development, then Borrower shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the County a surety bond in sufficient form and amount, or provide the County with other assurance satisfactory to the County that the claim of lien or stop notice will be paid or discharged. (b) If Borrower fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section, then in addition to any other right or remedy, the County may (but is under no obligation to) discharge such lien, encumbrance, charge, or claim at Borrower's expense. Alternately, the County may require Borrower to immediately deposit with the County the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The County may use such deposit to satisfy any claim or lien that is adversely determined against Borrower. (c) Borrower shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous period of thirty (30) days or more, and take all other steps necessary to forestall the assertion of claims of lien against the Property or the Leasehold Interest. Borrower authorizes the County, but the County has no obligation, to record any notices of completion or cessation of labor, or any other notice that the County deems necessary or desirable to protect its interest in the Development. Section 3.16 Inspections. (a) Borrower shall permit and facilitate, and shall require its contractors to permit and facilitate, observation and inspection at the Development by the County and by public authorities during reasonable business hours during the Term, for the purposes of determining compliance with this Agreement. (b) The County may perform inspections both during and upon completion of construction of the Development to determine if the Development is being constructed in accordance with the CDBG requirements. Borrower shall give the County notice when the construction of the Development is complete. If the County determines the Development is not being constructed in accordance with the CDBG requirements, the County will provide Borrower with a written report of the deficiencies. Borrower shall correct such deficiencies within the timeframe set forth in the notice provided to Borrower by the County. The Development may not be occupied until such deficiencies have been corrected to the satisfaction of the County. Section 3.17 Approved Development Budget; Revisions to Budget. As of the date of this Agreement, the County has approved the Approved Development Budget set forth in Exhibit B. Borrower shall submit any required amendments to the Approved Development Budget to the County for approval within five (5) days after the date Borrower receives information indicating that actual costs of the Development vary or will vary from the costs shown on the Approved Development Budget. Written consent of the County will be 21 863\116\3877066.4 required to amend the Approved Development Budget. In the event of a conflict between the terms of the Approved Development Budget and the terms of the Loan Documents, the terms of the Loan Documents will control. Section 3.18 Developer Fee. The maximum cumulative developer fee that may be paid to any entity or entities providing development services to the Development whether paid up front out of development sources or on a deferred basis, is not to exceed Eight Hundred Thousand Dollars ($800,000) (the "Developer Fee"). If there are insufficient development sources to pay the full amount of the Developer Fee, then the unpaid portion of the Developer Fee may be paid as an Operating Expense. Section 3.19 Partnership/Asset Fee. The Partnership/Asset Fee is not to exceed Twenty-Five Thousand Dollars ($25,000) per year in the aggregate, increasing by 3% annually. Unpaid Partnership/Asset Fees may accrue for a period not to exceed three (3) fiscal years following the year during which they are earned. Borrower has capitalized a reserve for the payment of the Partnership/Asset Fee in the amount of One Hundred Ninety-Four Thousand Four Hundred Eighty-Four Dollars ($194,484) (the "Asset Fee Reserve Account"). Borrower shall first pay the Partnership/Asset Fee from the Asset Fee Reserve Account. After the Asset Fee Reserve Account has been deleted, Borrower may pay the Partnership/Asset Fee as an Operating Expense. Section 3.20 NEPA Mitigation Requirements. Borrower shall comply with the NEPA mitigation requirements set forth in the attached Exhibit C in the rehabilitation of the Development. ARTICLE 4. LOAN REQUIREMENTS Section 4.1 Reserve Accounts. (a) Replacement Reserve Account. Borrower shall establish and maintain an account that is available for capital expenditures for repairs and replacement necessary to maintain the Improvements in the condition required by the Loan Documents (the "Replacement Reserve Account"). Borrower shall make annual deposits to the Replacement Reserve Account in the amount of Five Hundred Dollars ($500) per unit commencing in the year that Borrower commences leasing units in the Development. Borrower shall replenish the Replacement Reserve Account as needed to maintain this amount for the period during which the Development is regulated by the Regulatory Agreement. The County acknowledges that as of the date of this Agreement, Borrower has established a capitalized replacement reserve in the amount of One Hundred Sixty Thousand Four Hundred Nineteen Dollars ($160,419) (the "Capitalized Replacement Reserve"). The Capitalized Replacement Reserve is separate from the Replacement Reserve Account. Borrower may not withdraw funds from the Replacement 22 863\116\3877066.4 Reserve Account or the Capitalized Replacement Reserve without the consent of the City as set forth in the documents evidencing the City Housing Fund Loan. (b) Operating Reserve Account. Borrower shall establish and maintain an account that is available to fund operating deficits (which is the amount by which Annual Operating Expenses exceed Gross Revenue for any period) (the "Operating Reserve Account"). Borrower shall capitalize the Operating Reserve Account on a monthly basis in the amount of two percent (2%) of the gross rental income from the Improvements until the Operating Reserve Account reaches an amount equal to six months of Operating Expenses. The Operating Reserve Account must be maintained at the level of six (6) months of Operating Expenses for the period during which the Development is regulated by the Regulatory Agreement. The County acknowledges that as of the date of this Agreement, Borrower has established a capitalized operating reserve in the amount of Three Hundred Sixty-One Thousand Three Hundred Twenty- Four Dollars ($361,324) (the "Project Capitalized Operating Reserve), and an additional capitalized operating reserve in the amount of Four Million, Five Hundred Fifty-Six Thousand, Five Hundred Forty Dollars ($4,556,540) controlled by the City (the "City Capitalized Operating Reserve"). The Project Capitalized Operating Reserve, the City Capitalized Operating Reserve and the Homekey Capitalized Operating Subsidy satisfy the County Operating Reserve Account requirements. Borrower may not withdraw funds from the Project Capitalized Operating Reserve without the consent of the City as set forth in the documents evidencing the City Housing Fund Loan. Section 4.2 Financial Accountings. No later than ninety (90) days following completion of construction of the Improvements, Borrower shall provide to the County for its review and approval a financial accounting of all sources and uses of funds for the Improvements. Section 4.3 Approval of Annual Operating Budget. Borrower shall provide the following to the County for its review and approval: (i) by not later than sixty (60) days prior to commencement of each Development Fiscal Year for the Term, the estimated annual budget for the upcoming Development Fiscal Year for the operations of the Improvements which shall include projected income from all sources, projected expenses, including operating expenses, debt service, and deposits to and withdrawals from Development reserves (the "Annual Operating Budget"); and (ii) within ninety (90) days following the end of each Development Fiscal Year, a report showing the actual income and expenditures with respect to the Improvements for the immediately preceding Development Fiscal Year and the status of Development reserves. The County's review shall be limited to whether the Improvements are being operated and managed in accordance with the requirements and standards of the Loan Documents. The County may request additional information to assist the County in evaluating the financial viability of the Improvements. Unless rejected by the County in writing within thirty (30) days after receipt of the budget, the budget will be deemed accepted. If rejected by the County in whole or in part, Borrower shall submit a new or corrected budget within thirty (30) calendar days after notification of the County's rejection and the reasons therefor. The provisions of this Section relating to time periods for resubmission of new or corrected budgets will continue to apply until such budget has been approved by the County. 23 863\116\3877066.4 Section 4.4 Information. Borrower shall provide any information reasonably requested by the County in connection with the Development, including (but not limited to) any information required by HUD in connection with Borrower's use of the Loan funds. Section 4.5 County Audits. (a) Each year, Borrower shall provide the County with a copy of Borrower's annual audit, which is to include information on all of Borrower's activities and not just those pertaining to the Improvements. (b) In addition, the County may, at any time, audit all of Borrower's books, records, and accounts pertaining to the Development including but not limited to the Residual Receipts of the Improvements. Any such audit is to be conducted during normal business hours at the principal place of business of Borrower and wherever records are kept. Immediately after the completion of an audit, the County shall deliver a copy of the results of the audit to Borrower. (c) If it is determined as a result of an audit that there has been a deficiency in a loan repayment to the County then such deficiency will become immediately due and payable, with interest at the Default Rate from the date the deficient amount should have been paid. In addition, if the audit determines that Residual Receipts have been understated for any year by the greater of: (i) Two Thousand Five Hundred Dollars ($2,500); and (ii) an amount that exceeds five percent (5%) of the Residual Receipts, then, in addition to paying the deficiency with interest, Borrower shall pay all of the County's costs and expenses connected with the audit and review of Borrower's accounts and records. Section 4.6 Hazardous Materials. (a) Borrower shall keep and maintain the Property (including but not limited to, soil and ground water conditions) in compliance with all Hazardous Materials Laws and may not cause or permit the Property to be in violation of any Hazardous Materials Law. Borrower may not cause or permit the use, generation, manufacture, storage or disposal of on, under, or about the Property or transportation to or from the Property of any Hazardous Materials, except such of the foregoing as may be customarily used in construction of projects like the Improvements or kept and used in and about residential property of this type. (b) Borrower shall immediately advise the County in writing if at any time it receives written notice of any Hazardous Materials Claims, and Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law including but not limited to the provisions of California Health and Safety Code, Section 25220 et seq., or any regulation adopted in accordance therewith. (c) The County has the right to join and participate in, as a party if it so elects, and be represented by counsel acceptable to the County (or counsel of its own choice if a conflict 24 863\116\3877066.4 exists with Borrower) in any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Borrower. (d) Borrower shall indemnify and hold harmless the County and its board members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, fine, penalty, judgment, award, settlement, expense or liability, directly or indirectly arising out of or attributable to: (i) any actual or alleged past or present violation of any Hazardous Materials Law; (ii) any Hazardous Materials Claim; (iii) any actual or alleged past or present use, generation, manufacture, storage, release, threatened release, discharge, disposal, transportation, or presence of Hazardous Materials on, under, or about the Property; (iv) any investigation, cleanup, remediation, removal, or restoration work of site conditions of the Property relating to Hazardous Materials (whether on the Property or any other property); and (v) the breach of any representation of warranty by or covenant of Borrower in this Section 4.6, and Section 5.1(l). Such indemnity shall include, without limitation: (x) all consequential damages; (y) the costs of any required or necessary investigation, repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (z) all reasonable costs and expenses incurred by the County in connection with clauses (x) and (y), including but not limited to reasonable attorneys' fees and consultant fees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (1) losses attributable to diminution in the value of the Property, (2) loss or restriction of use of rentable space on the Property, (3) adverse effect on the marketing of any rental space on the Property, and (4) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Property and surrounding properties). This obligation to indemnify survives termination of this Agreement, repayment of the Loan and the reconveyance of the Deed of Trust, and will not be diminished or affected in any respect as a result of any notice, disclosure, knowledge, if any, to or by the County of Hazardous Materials. (e) Without the County's prior written consent, which will not be unreasonably withheld, Borrower may not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in the County's judgment, impair the value of the County's security hereunder; provided, however, that the County's prior consent is not necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain the County's consent before taking such action, provided that in such event Borrower shall notify the County as soon as practicable of any action so taken. The County agrees not to withhold its consent, where such consent is required hereunder, if: (i) a particular remedial action is ordered by a court of competent jurisdiction; (ii) Borrower will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Borrower establishes to the satisfaction of the County that there is no reasonable alternative 25 863\116\3877066.4 to such remedial action which would result in less impairment of the County's security hereunder; or (iv) the action has been agreed to by the County. (f) Borrower hereby acknowledges and agrees that: (i) this Section is intended as the County's written request for information (and Borrower's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5; and (ii) each representation and warranty in this Agreement (together with any indemnity obligation applicable to a breach of any such representation and warranty) with respect to the environmental condition of the Property is intended by the Parties to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. (g) In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting the County's or the trustee's rights and remedies under the Deed of Trust, the County may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to: (i) waive its lien on such environmentally impaired or affected portion of the Property; and (ii) exercise, (1) the rights and remedies of an unsecured creditor, including reduction of its claim against Borrower to judgment, and (2) any other rights and remedies permitted by law. For purposes of determining the County's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Borrower will be deemed to have willfully permitted or acquiesced in a release or threatened release of Hazardous Materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of Hazardous Materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and Borrower knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the County in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the Default Rate, until paid, will be added to the indebtedness secured by the Deed of Trust and is due and payable to the County upon its demand made at any time following the conclusion of such action. Section 4.7 Maintenance; Damage and Destruction. (a) During the course of both construction and operation of the Improvements, Borrower shall maintain the Property and the Improvements in good repair and in a neat, clean and orderly condition, and in accordance with the Regulatory Agreement. (b) Subject to the requirements of senior lenders, and if economically feasible in the County's judgment after consultation with Borrower, if any improvement now or in the future on the Property is damaged or destroyed, then Borrower shall, at its cost and expense, diligently undertake to repair or restore such improvement consistent with the plans and specifications approved by the County with such changes as have been approved by the County. Such work or repair is to be commenced no later than the later of one hundred twenty (120) days, or such longer period approved by the County in writing, after the damage or loss occurs or thirty (30) days following receipt of the insurance or condemnation proceeds, and is to be complete 26 863\116\3877066.4 within one year thereafter. Any insurance or condemnation proceeds collected for such damage or destruction are to be applied to the cost of such repairs or restoration and, if such insurance or condemnation proceeds are insufficient for such purpose, then Borrower shall make up the deficiency. If Borrower does not promptly make such repairs then any insurance or condemnation proceeds collected for such damage or destruction are to be promptly delivered by Borrower to the County as a special repayment of the Loan, subject to the rights of the senior lenders, if any. Section 4.8 Fees and Taxes. Borrower is solely responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Development, and shall pay such charges prior to delinquency and at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Development. Borrower is also solely responsible for payment of all personal property taxes, and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, and shall pay such charges prior to delinquency and at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Development. However, Borrower is not required to pay and discharge any such charge so long as: (i) the legality thereof is being contested diligently and in good faith and by appropriate proceedings; and (ii) if requested by the County, Borrower deposits with the County any funds or other forms of assurance that the County in good faith from time to time determines appropriate to protect the County from the consequences of the contest being unsuccessful. In the event Borrower exercises its right to contest any tax, assessment, or charge against it, Borrower, on final determination of the proceeding or contest, will immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest. Borrower shall not apply for a property tax exemption for the Development under any provision of law except California Revenue and Taxation Section 214(g) without the prior written consent of the County. Section 4.9 Notices. Borrower shall promptly notify the County in writing of any and all of the following: (a) Any litigation known to Borrower materially affecting Borrower, the Property, the Improvements, or the Development and of any claims or disputes that involve a material risk of litigation; (b) Any written or oral communication Borrower receives from any governmental, judicial, or legal authority giving notice of any claim or assertion that the Property or the Improvements fails in any respect to comply with any applicable governmental law; (c) Any material adverse change in the physical condition of the Property, or the Improvements (including any damage suffered as a result of fire, earthquakes, or floods); 27 863\116\3877066.4 (d) Any material adverse change in Borrower's financial condition, any material adverse change in Borrower's operations, or any change in the management of Borrower; (e) That any of the statements in Section 5.1(l) regarding Hazardous Materials are no longer accurate; (f) Any Default or event which, with the giving of notice or the passage of time or both, would constitute a Default; and (g) Any other circumstance, event, or occurrence that results in a material adverse change in Borrower's ability to timely perform any of its obligations under any of the Loan Documents. Section 4.10 Operation of Development as Affordable Housing. Borrower shall operate the Improvements (i) in accordance with all applicable laws, codes, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter, and (ii) as an affordable housing development consistent with: (1) HUD's requirements for use of CDBG Funds; (2) the Regulatory Agreement; (3) any other regulatory requirements imposed on Borrower including but not limited to regulatory agreements associated with City financing; and (4) any regulatory requirements imposed on Borrower related to any rental subsidies provided to the Improvements. Section 4.11 Nondiscrimination. (a) Borrower covenants by and for itself and its successors and assigns that there will be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g., SSI), ancestry, age, familial status (except for lawful senior housing in accordance with state and federal law), or disability, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Improvements, nor may 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 Improvements. The foregoing covenant will run with the land. (b) Nothing in this Section prohibits Borrower from requiring the County- Assisted Units in the Improvements to be available to and occupied by income eligible households in accordance with the Regulatory Agreement. Section 4.12 Insurance Requirements. (a) Borrower shall maintain the following insurance coverage throughout the Term of the Loan: 28 863\116\3877066.4 (i) Workers' Compensation insurance to the extent required by law, including Employer's Liability coverage, with limits not less than One Million Dollars ($1,000,000) each accident. (ii) Commercial General Liability insurance with limits not less than Two Million Dollars ($2,000,000) each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations (which limits may be met through excess/umbrella coverage in the amount of $15,000,000). (iii) Automobile Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for owned, non-owned and hired vehicles, as applicable. (iv) Builders' Risk insurance during the course of construction, and upon completion of construction, property insurance covering the Improvements, in form appropriate for the nature of such property, covering all risks of loss, excluding earthquake, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the County, naming the County as a Loss Payee, as its interests may appear. Flood insurance must be obtained if required by applicable federal regulations. (v) Commercial crime insurance covering all officers and employees, for loss of Loan proceeds caused by dishonesty, in an amount approved by the County, naming the County a Loss Payee, as its interests may appear. (b) Borrower shall cause any general contractor, agent, or subcontractor working on the Improvements under direct contract with Borrower or subcontract to maintain insurance of the types and in at least the minimum amounts described in subsections (i), (ii), and (iii) above, except that the limit of liability for commercial general liability insurance for subcontractors must be One Million Dollars ($1,000,000), and must require that such insurance will meet all of the general requirements of subsections (d) and (e) below. (c) The required insurance must be provided under an occurrence form, and Borrower shall maintain the coverage described in subsection (a) continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit must be three times the occurrence limits specified above. (d) Commercial General Liability, Automobile Liability and Property insurance policies must be endorsed to name as an additional insured the County and its officers, agents, employees and members of the County Board of Supervisors. (e) All policies and bonds are to contain: (i) the agreement of the insurer to give the County at least ten (10) days' notice prior to cancellation or material change for non- payment of premium, and thirty (30) days' notice prior to cancellation for any other change or cancellation in said policies; (ii) an agreement that such policies are primary and non-contributing with any insurance that may be carried by the County; (iii) a provision that no 29 863\116\3877066.4 act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained; and (iv) a waiver by the insurer of all rights of subrogation against the County and its authorized parties in connection with any loss or damage thereby insured against. Section 4.13 Covenants Regarding Approved Financing and Partnership Agreement. (a) Borrower shall promptly pay the principal and interest when due on any Approved Financing. (b) Borrower shall promptly notify the County in writing of the existence of any default under any documents evidencing Approved Financing whether or not a default has been declared by the lender, and any defaults under the Partnership Agreement, and provide the County copies of any notice of default. (c) Borrower may not materially amend, modify, supplement, cancel or terminate the Partnership Agreement or any documents related to any loan that is part of the Approved Financing without the prior written consent of the County. Borrower shall provide the County copies of all amendments, modifications, and supplements to the Partnership Agreement and any document related to any loan that is part of Approved Financing. (d) Borrower may not incur any indebtedness of any kind other than Approved Financing or encumber the Development with any liens (other than liens for Approved Financing approved by the County) without the prior written consent of the County. (e) To the extent the Partnership Agreement is inconsistent with this Agreement with respect to the repayment of the Loan including, without limitation, the Residual Receipts definition and the payment provisions of Section 2.8 above, this Agreement will control. Any payments made in conflict with the Residual Receipts definition and payment requirements of this Agreement will be considered an Event of Default. Section 4.14 Covenants Regarding the Ground Lease. Borrower hereby covenants and agrees, as to the Ground Lease: (a) To promptly pay, when due and payable, any rent, taxes and all other sums and charges mentioned in and made payable pursuant to the Ground Lease. (b) To promptly perform and observe all of the terms, covenants and conditions required to be performed and observed by Borrower as lessee under the Ground Lease, within the period provided in the Ground Lease, or such lesser periods as are provided in the Loan Documents, and to do all things necessary to preserve and to keep unimpaired its rights under the Ground Lease. Borrower specifically acknowledges the County's right, while any default by Borrower under any Ground Lease remains uncured, to perform the defaulted obligations and take all other actions which the County reasonably deems necessary to protect its interests with respect thereto. 30 863\116\3877066.4 (c) To preserve at all times the full term and enforceability of the Ground Lease, and not to release, forego, alter, amend, cancel, surrender, or materially modify its rights under the Ground Lease, or exercise any rights it may have to voluntarily terminate the Ground Lease, or permit any termination material modification or surrender of the Ground Lease without the County’s prior written consent. (d) To (i) promptly notify the County in writing of the receipt by Borrower of any notice from the City and of any notice noting or claiming any default by Borrower in the performance or observance of any of the terms, covenants or conditions on the part of the Borrower to be performed or observed under the Ground Lease; (ii) promptly notify the County in writing of the receipt by Borrower of any notice from the City to Borrower of termination of the Ground Lease pursuant to the provisions of the Ground Lease; (iii) promptly cause a copy of each such notice received by Borrower from the City to be delivered to the County; provided, however, that no such delivery by Borrower to the County of any such notices shall be deemed to waive, release, or modify any obligation of the City to separately provide such notice to the County pursuant to the terms of the Ground Lease; and (iv) promptly notify the County in writing of any default by the City in the performance or observance of any of the terms, covenants or conditions on the part of the City to be performed or observed. (e) To, within thirty (30) days after written demand from the County, obtain from the City and deliver to the County a certificate stating that the Ground Lease is in full force and effect, is unmodified, that no notice of termination thereon has been served on Borrower, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Ground Lease (or specifying the nature of any defaults or events which with notice or lapse of time, or both, would become a default under the Ground Lease), stating the date to which net rent has been paid, and containing such other statements and representations as may be requested by the County. ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF BORROWER Section 5.1 Representations and Warranties. Borrower hereby represents and warrants to the County as follows and acknowledges, understands, and agrees that the representations and warranties set forth in this Article 5 are deemed to be continuing during all times when any portion of the Loan remains outstanding: (a) Organization. Borrower is duly organized, validly existing and in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted. (b) Authority of Borrower. Borrower has full power and authority to execute and deliver this Agreement and to make and accept the borrowings contemplated hereunder, to execute and deliver the Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above. 31 863\116\3877066.4 (c) Authority of Persons Executing Documents. This Agreement and the Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Borrower, and all actions required under Borrower's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and the Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken. (d) Valid Binding Agreements. The Loan Documents and all other documents or instruments executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of Borrower enforceable against it in accordance with their respective terms. (e) No Breach of Law or Agreement. Neither the execution nor delivery of the Loan Documents or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will: (i) conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever that is binding on Borrower, or conflict with any provision of the organizational documents of Borrower, or conflict with any agreement to which Borrower is a party; or (ii) result in the creation or imposition of any lien upon any assets or property of Borrower, other than liens established pursuant hereto. (f) Compliance with Laws; Consents and Approvals. The construction of the Improvements will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency. (g) Pending Proceedings. Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Improvements, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto. (h) Title to Land. At the time of recordation of the Deed of Trust, Borrower will have good and marketable title to the Development and there will exist thereon or with respect thereto no mortgage, lien, pledge or other encumbrance of any character whatsoever other than liens shown on the County's title policy provided pursuant to Section 2.5 above, or approved in writing by the County. (i) Financial Statements. The financial statements of Borrower and other financial data and information furnished by Borrower to the County fairly and accurately present the information contained therein. As of the date of this Agreement, there has not been any 32 863\116\3877066.4 material adverse change in the financial condition of Borrower from that shown by such financial statements and other data and information. (j) Sufficient Funds. Borrower holds sufficient funds and/or binding commitments for sufficient funds to complete the acquisition of the Development and the construction of the Improvements in accordance with the terms of this Agreement. (k) Taxes. Borrower and its subsidiaries have filed all federal and other material tax returns and reports required to be filed, and have paid all federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their income or the Improvements otherwise due and payable, except those that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with generally accepted accounting principles. There is no proposed tax assessment against Borrower or any of its subsidiaries that could, if made, be reasonably expected to have a material adverse effect on the property, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of Borrower and its subsidiaries, taken as a whole, or which could result in (i) a material impairment of the ability of Borrower to perform under any loan document to which it is a party, or (ii) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of any Loan Document. (l) Hazardous Materials. To the best of Borrower's knowledge, except as disclosed in writing by Borrower to the County prior to the date of this Agreement: (i) no Hazardous Material has been disposed of, stored on, discharged from, or released to or from, or otherwise now exists in, on, under, or around, the Property; (ii) neither the Property nor Borrower is in violation of any Hazardous Materials Law; and (iii) neither the Property nor Borrower is subject to any existing, pending or threatened Hazardous Materials Claims. (m) Compliance with the Ground Lease. Borrower hereby represents and warrants that: (i) the Ground Lease is unmodified and is in full force and effect; (ii) all rents and other charges to be paid by Borrower as lessee under the Ground Lease are current; (iii) Borrower is not in default under any of the provisions of the Ground Lease and no circumstances exist which would constitute a default by Borrower under the Ground Lease or would otherwise permit the City to cancel, terminate or otherwise limit the Ground Lease in any manner; (iv) Borrower is not aware of any default by the City under the Ground Lease or the existence of circumstances which would constitute a default by the City under the Ground Lease; (v) Borrower's interest in the Ground Lease is not subject to any liens or encumbrances except as previously disclosed to the County in writing; and (vi) Borrower owns and holds the Ground Lease and the entire leasehold estate created by the Ground Lease and has the right under the Ground Lease or has received all appropriate consents required in order for Borrower to execute the Loan Documents. ARTICLE 6. DEFAULT AND REMEDIES Section 6.1 Events of Default. 33 863\116\3877066.4 Any one or more of the following constitutes an "Event of Default" by Borrower under this Agreement: (a) Failure to Construct. If Borrower fails to obtain permits, or to commence and prosecute construction of the Improvements to completion, within the times set forth in Article 3 above, subject to the force majeure provisions of Section 7.14 below. (b) Failure to Make Payment. If Borrower fails to make any payment when such payment is due pursuant to the Loan Documents. (c) Failure to Submit Plans. If Borrower fails to submit a Marketing Plan or Tenant Selection Plan that is approved by the County in accordance with the Regulatory Agreement. (d) Breach of Covenants. If Borrower fails to duly perform, comply with, or observe any other condition, term, or covenant contained in this Agreement (other than as set forth in Section 6.1(a) through Section 6.1(c), and Section 6.1(e) through Section 6.1(m)), or in any of the other Loan Documents, and Borrower fails to cure such default within thirty (30) days after receipt of written notice thereof from the County to Borrower. (e) Default Under Other Loans. If a default is declared under any other financing for the Development by the lender of such financing and such default remains uncured following any applicable notice and cure period. (f) Insolvency. If a court having jurisdiction makes or enters any decree or order: (i) adjudging Borrower to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of Borrower, or seeking any arrangement for Borrower under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of Borrower in bankruptcy or insolvency or for any of their properties; (iv) directing the winding up or liquidation of Borrower if any such decree or order described in clauses (i) to (iv), inclusive, is unstayed or undischarged for a period of ninety (90) calendar days; or (v) Borrower admits in writing its inability to pay its debts as they fall due or will have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive. The occurrence of any of the Events of Default in this paragraph will act to accelerate automatically, without the need for any action by the County, the indebtedness evidenced by the Note. (g) Assignment; Attachment. If Borrower assigns its assets for the benefit of its creditors or suffers a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon is returned or released within ninety (90) calendar days after such event or, if sooner, prior to sale pursuant to such sequestration, attachment, or execution. The occurrence of any of the events of default in this paragraph shall act to accelerate automatically, without the need for any action by the County, the indebtedness evidenced by the Note. (h) Suspension; Termination. If Borrower voluntarily suspends its business or, the partnership is dissolved or terminated, other than a technical termination of the partnership for tax purposes. 34 863\116\3877066.4 (i) Liens on the Property and the Development. If any claim of lien (other than liens allowed pursuant to any Loan Document or approved in writing by the County) is filed against the Property, the Improvements, or any part thereof, or any interest or right made appurtenant thereto, or the service of any notice to withhold proceeds of the Loan and the continued maintenance of said claim of lien or notice to withhold for a period of twenty (20) days, without discharge or satisfaction thereof or provision therefor (including, without limitation, the posting of bonds) satisfactory to the County. (j) Condemnation. If there is a condemnation, seizure, or appropriation of all or the substantial part of the Property or the Improvements other than by the County. (k) Unauthorized Transfer. If any Transfer occurs other than as permitted pursuant to Section 6.1 of the Regulatory Agreement. (l) Representation or Warranty Incorrect. If any Borrower representation or warranty contained in this Agreement, or in any application, financial statement, certificate, or report submitted to the County in connection with any of the Loan Documents, proves to have been incorrect in any material respect when made. (m) Ground Lease Default. If Borrower fails to comply with any term or condition of the Ground Lease or a default or an event of default occurs under the Ground Lease (subject to any notice and cure rights contained in the Ground Lease); (n) Ground Lease Termination. If any event or circumstance occurs which gives the City the right to terminate the Ground Lease. (o) Applicability to General Partner. The occurrence of any of the events set forth in Section 6.1(f), through Section 6.1(h) in relation to any of Borrower's general partners. Section 6.2 Remedies. Upon the occurrence of an Event of Default and until such Event of Default is cured or waived, the County is relieved of any obligation to disburse any portion of the Loan. In addition, upon the occurrence of an Event of Default and following the expiration of all applicable notice and cure periods the County may proceed with any and all remedies available to it under law, this Agreement, and the other Loan Documents. Such remedies include but are not limited to the following: (a) Acceleration of Note. The County may cause all indebtedness of Borrower to the County under this Agreement and the Note, together with any accrued interest thereon, to become immediately due and payable. Borrower waives all right to presentment, demand, protest or notice of protest or dishonor. The County may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the County as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Deed of Trust. Borrower is liable to pay the County on demand all reasonable expenses, costs and fees (including, without limitation, reasonable attorney's fees and expenses) paid or incurred by the County in connection with the collection of the Loan and the preservation, maintenance, protection, sale, or other disposition of the security given for the Loan. 35 863\116\3877066.4 (b) Specific Performance. The County has the right to mandamus or other suit, action or proceeding at law or in equity to require Borrower to perform its obligations and covenants under the Loan Documents or to enjoin acts on things that may be unlawful or in violation of the provisions of the Loan Documents. (c) Right to Cure at Borrower's Expense. The County has the right (but not the obligation) to cure any monetary default by Borrower under a loan other than the Loan. Upon demand therefor, Borrower shall reimburse the County for any funds advanced by the County to cure such monetary default by Borrower, together with interest thereon from the date of expenditure until the date of reimbursement at the Default Rate. Section 6.3 Right of Contest. Borrower may contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute an Event of Default hereunder. Any such contest is to be prosecuted diligently and in a manner unprejudicial to the County or the rights of the County hereunder. Section 6.4 Remedies Cumulative. No right, power, or remedy given to the County by the terms of this Agreement or the other Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy is cumulative and in addition to every other right, power, or remedy given to the County by the terms of any such instrument, or by any statute or otherwise against Borrower and any other person. Neither the failure nor any delay on the part of the County to exercise any such rights and remedies will operate as a waiver thereof, nor does any single or partial exercise by the County of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. ARTICLE 7. GENERAL PROVISIONS Section 7.1 Relationship of Parties. Nothing contained in this Agreement is to be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the County and Borrower or its agents, employees or contractors, and Borrower will at all times be deemed an independent contractor and to be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Borrower has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agreement. In regards to the construction and operation of the Development, Borrower is solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and must include requirements in each contract that contractors are solely responsible for similar matters relating to their employees. Borrower is solely responsible for its own acts and those of its agents and employees. 36 863\116\3877066.4 Section 7.2 No Claims. Nothing contained in this Agreement creates or justifies any claim against the County by any person that Borrower may have employed or with whom Borrower may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the purchase of the Existing Improvements, the construction of the Improvements, or operation of the Improvements, and Borrower shall include similar requirements in any contracts entered into for the construction of the Improvements or operation of the Improvements. Section 7.3 Amendments. No alteration or variation of the terms of this Agreement is valid unless made in writing by the Parties. The County Director of the Department of Conservation and Development is authorized to execute on behalf of the County amendments to the Loan Documents or amended and restated Loan Documents as long as any discretionary change in the amount or terms of this Agreement is approved by the County's Board of Supervisors. Section 7.4 Indemnification. Borrower shall indemnify, defend and hold the County and its board members, supervisors, directors, officers, employees, agents, successors and assigns harmless against any and all claims, suits, actions, losses and liability of every kind, nature and description made against it and expenses (including reasonable attorneys' fees) which arise out of or in connection with this Agreement, including but not limited to the development, construction, marketing and operation of the Improvements, except to the extent such claim arises from the gross negligence or willful misconduct of the County, its agents, and its employees. This obligation to indemnify survives termination of this Agreement, repayment of the Loan, and the reconveyance of the Deed of Trust. Section 7.5 Non-Liability of County Officials, Employees and Agents. No member, official, employee or agent of the County is personally liable to Borrower in the event of any default or breach of this Agreement by the County or for any amount that may become due from the County pursuant to this Agreement. Section 7.6 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Section 7.7 Discretion Retained by County. The County's execution of this Agreement in no way limits any discretion the County may have in the permit and approval process related to the construction of the Improvements. Section 7.8 Conflict of Interest. (a) Except for approved eligible administrative or personnel costs, no person described in Section 7.8(b) below who exercises or has exercised any functions or 37 863\116\3877066.4 responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity, or have a financial interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have immediate family or business ties, during, or at any time after, such person's tenure. Borrower shall exercise due diligence to ensure that the prohibition in this Section 7.8(a) is followed. (b) The conflict of interest provisions of Section 7.8(a) above apply to any person who is an employee, agent, consultant, officer, or elected or appointed official of the County. (c) In accordance with California Government Code Section 1090 and the Political Reform Act, California Government Code section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of Borrower, or immediate family member of any of the preceding, may make or participate in a decision, made by the County or a County board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or Borrower. Interpretation of this section is governed by the definitions and provisions used in the Political Reform Act, California Government Code Section 87100 et seq., its implementing regulations manual and codes, and California Government Code Section 1090. Section 7.9 Notices, Demands and Communications. All notices required or permitted by any provision of this Agreement must be in writing and sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the parties as follows: County: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attention: Assistant Deputy Director Borrower: 425 Civic Center, LP c/o Novin Development Corp. 1990 North California, Boulevard, Suite 800 Walnut Creek, CA 94596 Attn: Iman Novin, President Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section. Receipt will be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable). Section 7.10 Applicable Law. 38 863\116\3877066.4 This Agreement is governed by the laws of the State of California. Section 7.11 Parties Bound. Except as otherwise limited herein, this Agreement binds and inures to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement is intended to run with the land and to bind Borrower and its successors and assigns in the Development for the entire Term, and the benefit hereof is to inure to the benefit of the County and its successors and assigns. Section 7.12 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 will continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. Section 7.13 Force Majeure. In addition to specific provisions of this Agreement, performance by either party will not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock- outs, riots, floods, earthquakes, fires, quarantine restrictions, freight embargoes, lack of transportation, or court order. An extension of time for any cause will be deemed granted if notice by the party claiming such extension is sent to the other within ten (10) days from the commencement of the cause and such extension of time is not rejected in writing by the other party within ten (10) days after receipt of the notice. In no event will the County be required to agree to cumulative delays in excess of one hundred eighty (180) days. Section 7.14 County Approval. The County has authorized the County Director, Department of Conservation and Development to execute the Loan Documents and deliver such approvals or consents as are required by this Agreement, and to execute estoppel certificates concerning the status of the Loan and the existence of Borrower defaults under the Loan Documents. Section 7.15 Waivers. Any waiver by the County of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the County to take action on any breach or default of Borrower or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Borrower to perform any obligation under this Agreement does not operate as a waiver or release from any of its obligations under this Agreement. Consent by the County to any act or omission by Borrower may not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the County's written consent to future waivers. Section 7.16 Title of Parts and Sections. 39 863\116\3877066.4 Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and are to be disregarded in interpreting any part of the Agreement's provisions. Section 7.17 Entire Understanding of the Parties. The Loan Documents constitute the entire agreement of the parties with respect to the Loan. Section 7.18 Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. Remainder of Page Left Intentionally Blank Signature page County Loan Agreement 863\116\3877066.4 The parties are entering into this Agreement as of the date first set forth above. COUNTY: COUNTY OF CONTRA COSTA, a political subdivision of the State of California By: ____________________________________ John Kopchik Director, Department of Conservation and Development APPROVED AS TO FORM: THOMAS L. GEIGER County Counsel By: ______________________ Kathleen Andrus Deputy County Counsel [signatures continue on following page] Signature page County Loan Agreement 863\116\3877066.4 BORROWER: 425 CIVIC CENTER LP, a California limited partnership By: Trinity Center Walnut Creek, a California nonprofit public benefit corporation, its managing general partner By:____________________ Name: Susan Leslie Gleason Its: Executive Director By: NDC Contra Costa LLC, a California limited liability company, its administrative general partner By: Novin Development Corp. a California corporation, its sole member/manager By: ________________________________ Name: Iman Novin Its: President and CEO A-1 863\116\3877066.4 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The land referred to is situated in the County of Contra Costa, City of Richmond, State of California, and is described as follows: Lots 22, 23, 24, 25, 26, 27, 28 and 29 in Block 17, as shown on the Map of "Nicholl Mac Donald Avenue Civic Center", filed October 29, 1912, in Map Book 8, Page 190, Contra Costa County Records. APN: 515-200-003-9 B-1 863\116\3877066.4 EXHIBIT B APPROVED DEVELOPMENT BUDGET C-1 863\116\3877066.4 EXHIBIT C NEPA MITIGATION REQUIREMENTS 863\116\3870483.4 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attn: Assistant Deputy Director No fee for recording pursuant to Government Code Sections 27383 and 27388.1 LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (Civic Center Apartments) THIS LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FIXTURE FILING ("Deed of Trust") is made as of March 15, 2025, by and among 425 Civic Center, LP, a California limited partnership ("Trustor"), Old Republic Title Company, a California corporation ("Trustee"), and the County of Contra Costa, a political subdivision of the State of California ("Beneficiary"). FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's (i) leasehold interest in the property located in the County of Contra Costa, State of California, that is described in the attached Exhibit A, incorporated herein by this reference, as created pursuant to that certain Ground Lease defined below (the "Property"), and (ii) fee interest in the Improvements on the Property. TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of Trustor now or hereafter affixed to or placed upon the Property; TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, 863\116\3870483.4 2 adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Paragraph 4.1 herein; TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or will be, attached to said building or buildings in any manner; and TOGETHER WITH all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing. All of the foregoing, together with the Property, is herein referred to as the "Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS (together, the "Secured Obligations"): A. Payment to Beneficiary of all sums at any time owing under or in connection with (i) the Note (defined in Section 1.8 below) until paid in full or cancelled, and (ii) any other amounts owing under the Loan Documents (defined in Section 1.7 below). Principal and other payments are due and payable as provided in the Note or other Loan Documents, as applicable. 863\116\3870483.4 3 The Note and all its terms are incorporated herein by reference, and this conveyance secures any and all extensions thereof, however evidenced; B. Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein; C. Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents; and D. All modifications, extensions and renewals of any of the Secured Obligations (including without limitation, (i) modifications, extensions or renewals at a different rate of interest, or (ii) deferrals or accelerations of the required principal payment dates or interest payment dates or both, in whole or in part), however evidenced, whether or not any such modification, extension or renewal is evidenced by a new or additional promissory note or notes. AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: ARTICLE 1 DEFINITIONS In addition to the terms defined elsewhere in this Deed of Trust, the following terms have the following meanings in this Deed of Trust: Section 1.1 The term "Default Rate" means the lesser of the maximum rate permitted by law and ten percent (10%) per annum. Section 1.2 The term "Ground Lease" means that certain Ground Lease Agreement dated as of March 1, 2025 by and between Trustor as lessee and Ground Lessor pertaining to the Property, a memorandum of which (the "Memorandum of Lease") is being recorded in the Office of the Recorder of the County of Contra Costa concurrently herewith, pursuant to which Ground Lessor has granted Trustor a leasehold interest in the Property continuing for a period of fifty (55) years. Section 1.3 The term "Ground Lessor" means the City of Richmond. Section 1.4 The term "Improvements" means the affordable housing development located on the Property. Section 1.5 The term "Loan" means the loan made by Beneficiary to Trustor in the amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Five Dollars ($999,995). Section 1.6 The term "Loan Agreement" means that certain Loan Agreement between Trustor and Beneficiary, of even date herewith, as such may be amended from time to time, providing for the Beneficiary to loan to Trustor the Loan. Commented [G&L1]: confirm Commented [G&L2]: confirm Commented [G&L3R2]: I see in the term sheet that the property is owned by Journey Hospitability Inc. for now. 863\116\3870483.4 4 Section 1.7 The term "Loan Documents" means this Deed of Trust, the Note, the Loan Agreement, the Regulatory Agreement, the Intercreditor Agreement, and any other agreements, debt, loan or security instruments between Trustor and Beneficiary relating to the Loan. Section 1.8 The term "Note" means the promissory note of even date herewith, executed by Trustor in favor of Beneficiary, as it may be amended or restated in the amount of the Loan, the payment of which is secured by this Deed of Trust. The terms and provisions of the Note are incorporated herein by reference. Section 1.9 The term "Principal" means the amounts required to be paid under the Note. Section 1.10 The term "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith by and between Beneficiary and Trustor and recorded concurrently herewith. ARTICLE 2 MAINTENANCE AND MODIFICATION OF THE PROPERTY AND SECURITY Section 2.1 Maintenance and Modification of the Property by Trustor. The Trustor agrees that at all times prior to full payment and performance of the Secured Obligations, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary has no responsibility in any of these matters or for the making of improvements or additions to the Security. Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security or any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any obligation, to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the Loan Documents; provided, however, that Beneficiary exercises its rights as agent of Trustor only in the event that Trustor fails to take, or fails to diligently continue to take, those actions as hereinbefore provided. Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary specifies upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security. Nothing herein contained requires Trustor to pay any claims for labor, materials or 863\116\3870483.4 5 services which Trustor in good faith disputes and is diligently contesting provided that Trustor shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Contra Costa County, a surety bond in an amount 1 and 1/2 times the amount of such claim item to protect against a claim of lien. Section 2.2 Granting of Easements. Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law, and as approved, in writing, by Beneficiary. Section 2.3 Assignment of Rents. As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents and revenues of the Property including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable, subject to the rights of senior lenders that are approved by the Beneficiary pursuant to the Loan Agreement. Trustor hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of the Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and revenues so collected to the Secured Obligations with the balance, so long as no such breach has occurred and is continuing, to the account of Trustor, it being intended by Trustor and Beneficiary that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, and without the necessity of Beneficiary entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this Section 2.3 as the same becomes due and payable, including but not limited to, rents then due and unpaid, and all such rents will immediately upon delivery of such notice be held by Trustor as trustee for the benefit of Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of the breach by Trustor contains a statement that Beneficiary exercises its rights to such rents. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Beneficiary to Trustor, each tenant of the Property shall make such rents payable to and pay such rents to Beneficiary or Beneficiary's agents on Beneficiary's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each rental unit, without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor. Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, other than as security to lenders approved by Beneficiary pursuant to the Loan Agreement, 863\116\3870483.4 6 that Trustor has not performed, and will not perform, any acts or has not executed and will not execute, any instrument which would prevent Beneficiary from exercising its rights under this Section 2.3, and that at the time of execution of this Deed of Trust, there has been no anticipation or prepayment of any of the rents of the Property for more than two (2) months prior to the due dates of such rents. Trustor covenants that Trustor will not hereafter collect or accept payment of any rents of the Property more than two (2) months prior to the due dates of such rents. Trustor further covenants that, so long as the Secured Obligations are outstanding, Trustor will execute and deliver to Beneficiary such further assignments of rents and revenues of the Property as Beneficiary may from time to time request. Upon Trustor's breach of any covenant or agreement of Trustor in the Loan Documents, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Beneficiary's security, enter upon and take and maintain full control of the Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or termination of contracts providing for the management or maintenance of the Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver will be entitled to receive a reasonable fee for so managing the Property. All rents and revenues collected subsequent to delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents are to be applied first to the costs, if any, of taking control of and managing the Property and collecting the rents, including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments and other charges on the Property, and the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Property and then to the sums secured by this deed of Trust. Beneficiary or the receiver is to have access to the books and records used in the operation and maintenance of the Property and will be liable to account only for those rents actually received. Beneficiary is not liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Property by reason of anything done or left undone by Beneficiary under this Section 2.3. If the rents of the Property are not sufficient to meet the costs, if any, of taking control of and managing the Property and collecting the rents, any funds expended by Beneficiary for such purposes will become part of the Secured Obligations pursuant to Section 3.3 hereof. Unless Beneficiary and Trustor agree in writing to other terms of payment, such amounts are payable by Trustor to Beneficiary upon notice from Beneficiary to Trustor requesting payment thereof and will bear interest from the date of disbursement at the rate stated in Section 3.3. If the Beneficiary or the receiver enters upon and takes and maintains control of the Property, neither that act nor any application of rents as provided herein will cure or waive any default under this Deed of Trust or invalidate any other right or remedy available to Beneficiary 863\116\3870483.4 7 under applicable law or under this Deed of Trust. This assignment of rents of the Property will terminate at such time as this Deed of Trust ceases to secure the Secured Obligations. ARTICLE 3 TAXES AND INSURANCE; ADVANCES Section 3.1 Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to be paid, prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company that are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor is not required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof is promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or charges can be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3.1 may not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies. In the event that Trustor fails to pay any of the items required by this Section to be paid by Trustor, Beneficiary may (but is under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, will become part of the Secured Obligations secured hereby, and Trustor agrees to pay all such amounts. Section 3.2 Provisions Respecting Insurance. Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times until all amounts secured by this Deed of Trust have been paid, all Secured Obligations secured hereunder have been fulfilled, and this Deed of Trust has been reconveyed. All such insurance policies and coverages are to be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, are to be delivered to the Beneficiary upon demand therefor at any time prior to Trustor's satisfaction of the Secured Obligations. Section 3.3 Advances. In the event the Trustor fails to maintain the full insurance coverage required by this Deed of Trust or fails to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least seven (7) days prior notice to Trustor, may (but is under no obligation 863\116\3870483.4 8 to) (i) take out the required policies of insurance and pay the premiums on the same, and (ii) make any repairs or replacements that are necessary and provide for payment thereof. All amounts so advanced by the Beneficiary will become part of the Secured Obligations (together with interest as set forth below) and will be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, will bear interest from the date of the advance at the Default Rate. ARTICLE 4 DAMAGE, DESTRUCTION OR CONDEMNATION Section 4.1 Awards and Damages. Subject to the rights of senior lenders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of (1) the taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property (collectively, the "Funds") are hereby assigned to and are to be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part to any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary determines at its sole option, subject to the provisions of Section 4.7 of the Loan Agreement regarding restoration of improvements following damage or destruction. The Beneficiary is entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof will not cure or waive any default under this Deed of Trust. ARTICLE 5 AGREEMENTS AFFECTING THE PROPERTY; FURTHER ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST Section 5.1 Other Agreements Affecting Property. Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. Section 5.2 Agreement to Pay Attorneys' Fees and Expenses. In the event of any Event of Default (as defined in Section 7.1) hereunder, and if the Beneficiary employs attorneys or incurs other expenses for the collection of amounts due hereunder or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary. Any such amounts paid by the Beneficiary will be added to the 863\116\3870483.4 9 Secured Obligations, and will bear interest from the date such expenses are incurred at the Default Rate. Section 5.3 Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein. Section 5.4 Personal Property. To the maximum extent permitted by law, the personal property subject to this Deed of Trust is deemed to be fixtures and part of the real property and this Deed of Trust constitutes a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust constitutes a security agreement under the California Commercial Code. Section 5.5 Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor shall perform all acts that the Beneficiary reasonably requests so as to enable the Beneficiary to maintain a valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it deems appropriate from time to time in order to protect the security interest established pursuant to this instrument. Section 5.6 Operation of the Security. The Trustor shall operate the Security (and, in case of a transfer of a portion of the Security subject to this Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Loan Documents. Section 5.7 Inspection of the Security. At any and all reasonable times upon seventy-two (72) hours' notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, may inspect the Security, without payment of charges or fees. Section 5.8 Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor will the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy 863\116\3870483.4 10 of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants run with the land. Section 5.9 Ground Lease Covenants. Trustor hereby represents, warrants, covenants and agrees that: (a) This Deed of Trust is duly executed and delivered in conformity with, and does not violate or breach any term of covenant of, the Ground Lease. (b) Trustor will cause a memorandum of ground lease to be recorded against the Property that provides notice of the existence of the Ground Lease. (c) Trustor will not do or permit to be done or omit to do or permit the omission of any act, which would impair the security of this Deed of Trust, or would constitute grounds for the termination of the Ground Lease or would entitle the Ground Lessor to declare a forfeiture or termination of the Ground Lease. (d) Trustor will not, without the prior written consent of Beneficiary terminate, materially modify or surrender or suffer or permit any termination, material modification or surrender of the Ground Lease. (e) Trustor will not consent to any waiver of Ground Lessor's obligations under the Ground Lease, nor to the subordination of the Ground Lease to any mortgage of the fee interest of the Ground Lessor. (f) Trustor will not acquire the fee interest in the Property under the Ground Lease without the express prior written approval of Beneficiary. In the event that Trustor acquires fee title to the Property, such interest will be deemed to be subject to and covered by this Deed of Trust, and Trustor shall promptly: (i) provide Beneficiary with notice of such further title interest of Trustor to the Property and (ii) execute, acknowledge, and deliver such instruments, documents, and agreements as may be required by Beneficiary to ratify, confirm, re- affirm, and perfect Beneficiary's interest in such Property, including without limitation, any additional mortgage or amendment requested by Beneficiary to confirm Trustor's right, title and interest in and to the fee title of Trustor to the Property. Without the express prior written approval of Beneficiary, Trustor shall not merge the leasehold estate created by the Ground Lease with the fee estate of the Property, and such leasehold estate must always remain separate and distinct, notwithstanding any union of such estates in Ground Lessor, Beneficiary, or Trustor by purchase, operation of Law, or otherwise. In the event that Beneficiary acquires fee title and the leasehold estate by foreclosure of this Deed of Trust (or by conveyance or assignment in lieu thereof) or otherwise, then such estates will not merge but will remain separate and distinct for all purposes after such acquisition unless and until Beneficiary elects in writing to merge such estates. 863\116\3870483.4 11 ARTICLE 6 HAZARDOUS WASTE Trustor shall keep and maintain the Property (including, but not limited to, soil and ground water conditions) in compliance with all Hazardous Materials Laws and shall not cause or permit the Property to be in violation of any Hazardous Materials Law (defined below). Trustor may not cause or permit the use, generation, manufacture, storage or disposal of on, under, or about the Property or transportation to or from the Property of (i) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical, and (ii) any waste, substance or material defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "toxic materials", "toxic waste", "toxic substances," or words of similar import under any Hazardous Materials Law (collectively referred to hereinafter as "Hazardous Materials"), except such of the foregoing as may be customarily used in construction or operation of a multi-family residential development. Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, health, industrial hygiene, environmental conditions, or the regulation or protection of the environment, and all amendments thereto as of this date and to be added in the future and any successor statute or rule or regulation promulgated thereto ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Claims"); and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law including but not limited to the provisions of California Health and Safety Code, Section 25220 et seq., or any regulation adopted in accordance therewith. Beneficiary has the right to join and participate in, as a party if it so elects, and be represented by counsel acceptable to Beneficiary (or counsel of its own choice if a conflict exists with Trustor) in, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall indemnify and hold harmless Beneficiary and its board members, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, fine, penalty, judgment, award, settlement, expense or liability, directly or indirectly arising out of or attributable to: (i) any actual or alleged past or present violation of any Hazardous Materials Law; (ii) any Hazardous Materials Claim; (iii) any actual or alleged past or present use, generation, manufacture, storage, release, threatened release, discharge, disposal, transportation, or presence of Hazardous Materials on, under, or about the Property; (iv) any investigation, 863\116\3870483.4 12 cleanup, remediation, removal, or restoration work of site conditions of the Property relating to Hazardous Materials (whether on the Property or any other property); and (v) the breach of any representation of warranty by or covenant of Trustor in this Article, and Section 5.1(l) of the Loan Agreement. Such indemnity must include, without limitation: (x) all consequential damages; (y) the costs of any required or necessary investigation, repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (z) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (x) and (y), including but not limited to reasonable attorneys' fees and consultant fees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (1) losses attributable to diminution in the value of the Property; (2) loss or restriction of use of rentable space on the Property; (3) adverse effect on the marketing of any rental space on the Property; and (4) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Property and surrounding properties). This obligation to indemnify will survive reconveyance of this Deed of Trust and will not be diminished or affected in any respect as a result of any notice, disclosure, knowledge, if any, to or by Beneficiary of Hazardous Materials. Without Beneficiary's prior written consent, which may not be unreasonably withheld, Trustor may not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgment, impairs the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent is not necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor notifies Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if (i) a particular remedial action is ordered by a court of competent jurisdiction; (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary. The Trustor hereby acknowledges and agrees that (i) this Article is intended as the Beneficiary's written request for information (and the Trustor's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5, and (ii) each representation and warranty in this Deed of Trust or any of the other Loan Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the Beneficiary and the Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. 863\116\3870483.4 13 In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1), then, without otherwise limiting or in any way affecting the Beneficiary's or the Trustee's rights and remedies under this Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Trustor will be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the Default Rate until paid, will be added to the indebtedness secured by this Deed of Trust and will be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action. ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES Section 7.1 Events of Default. The following are events of default following the expiration of any applicable notice and cure periods (each an "Event of Default"): (i) failure to make any payment to be paid by Trustor under the Loan Documents; (ii) failure to observe or perform any of Trustor's other covenants, agreements or obligations under the Loan Documents, including, without limitation, the provisions concerning discrimination; (iii) failure to make any payment or observe or perform any of Trustor's other covenants, agreements, or obligations under any Secured Obligations, which default is not cured within the times and in the manner provided therein; (iv) failure to observe or perform any of Trustor's covenants, agreement or obligations under the Ground Lease, and (v) failure to make any payments or observe or perform any of Trustor's other covenants, agreements or obligations under any other debt instrument or regulatory agreement secured by the Property, which default is not cured within the time and in the manner provided therein. Section 7.2 Acceleration of Maturity. If an Event of Default has occurred and is continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default and all unpaid Secured Obligations are immediately due and payable, and no omission on the part of the Beneficiary to 863\116\3870483.4 14 exercise such option when entitled to do so may be construed as a waiver of such right. Section 7.3 The Beneficiary's Right to Enter and Take Possession. If an Event of Default has occurred and is continuing, the Beneficiary may: (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Property and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts that it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security will not cure or waive any Event of Default or Notice of Sale (as defined in Section 7.3(c), below) hereunder or invalidate any act done in response to such Event of Default or pursuant to such Notice of Sale, and, notwithstanding the continuance in possession of the Security, Beneficiary will be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of an Event of Default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold ("Notice of Sale"), which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Contra Costa County; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing the Secured Obligations. Section 7.4 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall deliver to the Trustee the Notice of Sale and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which will be deemed to constitute evidence that the Secured Obligations are immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of the Notice of Sale from the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Sale as is then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after the lapse of that amount of time as is then required by law and after recordation of such Notice of Sale as required by law, sell the Security, at the time and place of sale set forth in the Notice of Sale, whether as a whole or in separate lots or parcels or items, as Trustee deems expedient and in such order as it determines, unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of 863\116\3870483.4 15 the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds, assignment of lease, or bill of sale, as applicable, conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such documents(s) or any matters of facts will be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of ownership in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (i) the unpaid Principal amount of the Note; (ii) all other Secured Obligations owed to Beneficiary under the Loan Documents; (iii) all other sums then secured hereby; and (iv) the remainder, if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale. Section 7.5 Receiver. If an Event of Default occurs and is continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, may apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers will have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and will continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated. Section 7.6 Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy will be cumulative and concurrent and will be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity. Section 7.7 No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default will exhaust or impair any such right, power or remedy, and may not be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. Beneficiary's express or implied consent to breach, or waiver of, any obligation of the Trustor hereunder will not be deemed or construed to be a consent to any subsequent breach, or further waiver, of such obligation or of any other obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, 863\116\3870483.4 16 irrespective of how long such failure continues, will not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (i) grants forbearance or an extension of time for the payment or performance of any Secured Obligation, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted in the Loan Documents, (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or (vi) makes or consents to any agreement subordinating the lien hereof, any such act or omission will not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly released); nor will any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary, will the lien of this Deed of Trust be altered thereby. Section 7.8 Suits to Protect the Security. The Beneficiary has the power to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (b) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. Section 7.9 Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, will be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount that becomes due and payable by the Trustor hereunder after such date. Section 7.10 Waiver. The Trustor waives presentment, demand for payment, notice of dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in taking any action to collect any Secured Obligations or in proceedings against the Security, in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Deed of Trust. 863\116\3870483.4 17 ARTICLE 8 MISCELLANEOUS Section 8.1 Amendments. This Deed of Trust cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. Section 8.2 Reconveyance by Trustee. Upon written request of Beneficiary stating that all Secured Obligations have been paid or forgiven, and all obligations under the Loan Documents have been performed in full, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto. Section 8.3 Notices. If at any time after the execution of this Deed of Trust it becomes necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication must be in writing and is to be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and (1) if intended for Beneficiary is to be addressed to: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attention: Assistant Deputy Director and (2) if intended for Trustor is to be addressed to: 425 Civic Center, LP c/o Novin Development Corp. 1990 North California, Boulevard, Suite 800 Walnut Creek, CA 94596 Attn: Iman Novin, President Any notice, demand or communication will be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective. 863\116\3870483.4 18 Section 8.4 Successors and Joint Trustors. Where an obligation created herein is binding upon Trustor, the obligation also applies to and binds any transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an obligation of the Trustor and a transferee, such obligation will be deemed to be a joint and several obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all obligations of Trustor will be deemed to be a joint and several obligation of each and every entity and person comprising Trustor. Section 8.5 Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. Section 8.6 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity will not affect the balance of the terms and provisions hereof, which terms and provisions will remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, will be considered to have been first paid or applied to the full payment of that portion of the debt that is not secured or partially secured by the lien of this Deed of Trust. Section 8.7 Governing Law. This Deed of Trust is governed by the laws of the State of California. Section 8.8 Gender and Number. In this Deed of Trust the singular includes the plural and the masculine includes the feminine and neuter and vice versa, if the context so requires. Section 8.9 Deed of Trust, Mortgage. Any reference in this Deed of Trust to a mortgage also refers to a deed of trust and any reference to a deed of trust also refers to a mortgage. Section 8.10 Actions. Trustor shall appear in and defend any action or proceeding purporting to affect the Security. Section 8.11 Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee 863\116\3870483.4 19 named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter will be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution is to be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, will be conclusive proof of proper appointment of the successor trustee. Section 8.12 Statute of Limitations. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law. Section 8.13 Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of a pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee is a party unless brought by Trustee. [signatures on following page] Signature page County Deed of Trust 863\116\3870483.4 S-1 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written. 425 CIVIC CENTER LP, a California limited partnership By: Trinity Center Walnut Creek, a California nonprofit public benefit corporation, its managing general partner By:____________________ Name: Susan Leslie Gleason Its: Executive Director By: NDC Contra Costa LLC, a California limited liability company, its administrative general partner By: Novin Development Corp. a California corporation, its sole member/manager By: ________________________________ Name: Iman Novin Its: President and CEO 863\116\3870483.4 STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ______________________________________ Name: ______________________________ Name: Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. A-1 863\116\3870483.4 EXHIBIT A LEGAL DESCRIPTION The leasehold interest in the land referred to is situated in the County of Contra Costa, City of Richmond, State of California, and is described as follows: Lots 22, 23, 24, 25, 26, 27, 28 and 29 in Block 17, as shown on the Map of "Nicholl Mac Donald Avenue Civic Center", filed October 29, 1912, in Map Book 8, Page 190, Contra Costa County Records. APN: 515-200-003-9 863\116\3870485.3 1 RECORDING REQUESTED PURSUANT AND WHEN RECORDED MAIL TO: Contra Costa County Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attn: Assistant Deputy Director No fee for recording pursuant to Government Code Section 27383 and 27388.1 __________________________________________________________________________ SUBORDINATION AND INTERCREDITOR AGREEMENT (Civic Center Apartments) This Subordination and Intercreditor Agreement (the "Agreement") is dated as of March 15, 2025, and is among the City of Richmond, a municipal corporation (the "City"), the County of Contra Costa, a political subdivision of the State of California (the "County"), and 425 Civic Center, LP, a California limited partnership ("Borrower"), with reference to the following facts: RECITALS A. Defined terms used but not defined in these recitals are as defined in Section 1 of this Agreement. B. The City has acquired that certain real property located at 425 24th Street, Richmond, California as more particularly described in Exhibit A (the "Property"). Borrower is leasing the Property from the City for a term of 55 years pursuant to a ground lease dated as of March 1, 2025 (the "Ground Lease"), and thereby has a leasehold interest in the Property for the term of the Ground Lease (the "Leasehold Interest"). A memorandum of the Ground Lease will be recorded in the Official Records of Contra Costa County substantially concurrently with the recordation of this Agreement. C. The Property is improved with a motel consisting of 49 rooms and related improvements (the "Existing Improvements"). Borrower has acquired the Existing Improvements from the City. Borrower is rehabilitating the Existing Improvements into an affordable housing development with 48 units available for rental to extremely low income persons and 1 manager's unit, and attendant site improvements (collectively, the "Improvements"). Together, (i) the Leasehold Interest, and (ii) Borrower’s fee interest in the Improvements, are the "Development." D. Concurrently herewith the County is lending Borrower Nine Hundred Ninety Nine Thousand Nine Hundred Ninety Five Dollars ($999,995) of Community Development Block Grant Program funds (the "County Loan"). 863\116\3870485.3 2 E. The County Loan is evidenced by the following documents dated of even date herewith (among others): (i) a Development Loan Agreement between the County and Borrower (the "County Loan Agreement"); (ii) a promissory note executed by Borrower for the benefit of the County in the amount of the County Loan ( the "County Note"); and (iii) a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing among Borrower, as trustor, Old Republic Title Company, as trustee, and the County, as beneficiary, recorded against the Property concurrently herewith securing the County Loan (the "County Deed of Trust"). F. The City is making a loan to Borrower in the amount of Eight Million Two Hundred Sixty Thousand One Hundred Sixty Dollars ($8,260,160) funded by the California Department of Housing and Community Development's Homekey Program, established by California Health and Safety Code Section 50675.1.1, (the "City Homekey Loan"). The City is also making a loan to Borrower of low income housing trust funds in the approximate amount of Eight Million Three Hundred Thousand Dollars ($8,300,000) (the "City Housing Funds Loan"). Finally, the City is providing seller carry-back financing with respect to the Existing Improvements in the amount of Three Million One Hundred Thirty-Six Thousand Five Hundred Sixty One Dollars ($3,136,561) (the "City Seller Carry-Back Loan"). The City Homekey Loan, the City Housing Funds Loan, and the City Seller Carry-Back Loan are collectively referred to in this Agreement as the "City Loan". G. The City Loan is evidenced by the following documents dated of even date herewith (among others): (i) a loan agreement between the City and Borrower (the "City Loan Agreement"); (ii) a promissory note executed by Borrower for the benefit of the City in the amount of the City Homekey Loan ( the "City Homekey Note"); (iii) a promissory note executed by Borrower for the benefit of the City in the amount of the City Housing Funds Loan ( the "City Housing Funds Note"); (iv) a promissory note executed by Borrower for the benefit of the City in the amount of the City Seller Carry-Back Loan ( the "City Seller Carry-Back Note"); and (v) a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing among Borrower, as trustor, Old Republic Title Company, as trustee, and the City, as beneficiary, recorded against the Property concurrently herewith securing the City Loan (the "City Deed of Trust"). The City Homekey Note, the City Housing Funds Note, and the City Seller Carry-Back Note are collectively referred to in this Agreement as the "City Notes". H. The City and the County desire to (i) subordinate the County Deed of Trust to the City Deed of Trust, and (ii) divide the proceeds of the Lenders' Share of Residual Receipts, as described herein. NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Definitions. The following terms have the following meanings: (a) "Annual City Loan Payment" has the meaning in Section 2(b). (b) "Annual County Loan Payment" has the meaning in Section 2(a). 863\116\3870485.3 3 (c) "Annual Operating Expenses" means for each calendar year, the following costs reasonably and actually incurred for operation and maintenance of the Development: i. ground rent payments in the amount set forth in the Ground Lease; ii. property taxes and assessments imposed on the Development; iii. debt service currently due on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Development) on Approved Financing; iv. on-site service provider fees for tenant social services, provided the County and City have approved, in writing, the plan and budget for such services before such services begin; v. property management fees and reimbursements, on–site property management office expenses, and salaries of property management and maintenance personnel, not to exceed amounts that are standard in the industry and which are pursuant to a management contract approved by the County and the City; vi. the Partnership/Asset Fee only after the Asset Fee Reserve Account has been depleted; vii. fees for accounting, audit, and legal services incurred by Borrower's general partner in the asset management of the Development, not to exceed amounts that are standard in the industry, to the extent such fees are not included in the Partnership/Asset Fee; viii. premiums for insurance required for the Improvements to satisfy the requirements of any lender of Approved Financing; ix. utility services not paid for directly by tenants, including water, sewer, and trash collection; x. maintenance and repair expenses and services; xi. any annual license or certificate of occupancy fees required for operation of the Development; xii. security services; xiii. advertising and marketing; xiv. cash deposited into the Replacement Reserve Account in the amount set forth in Section 4.1(a) of the County Loan Agreement and Section 1.2.3 of the City Housing Funds Note, after depletion of the Capitalized Replacement Reserve; xv. cash deposited into the Operating Reserve Account to maintain the amount set forth in Section 4.1(b) of the County Loan Agreement after depletion of the Project Capitalized Operating Reserve, City Capitalized Operating Reserve, and Homekey Capitalized 863\116\3870485.3 4 Operating Subsidy; xvi. extraordinary operating costs specifically approved in writing by the County and the City; and xvii. payments of deductibles in connection with casualty insurance claims not normally paid from reserves, the amount of uninsured losses actually replaced, repaired or restored, and not normally paid from reserves, and other ordinary and reasonable operating expenses approved in writing by the County and the City and not listed above. Annual Operating Expenses do not include the following: depreciation, amortization, depletion or other non-cash expenses, initial deposits to capitalize a reserve account, any amount expended from a reserve account, and any capital cost associated with the Development. (d) "Approved Financing" means all of the following loans, grants, equity, and operating subsidy obtained by Borrower and approved by the County and the City for the purpose of financing the acquisition of the Leasehold Interest and the construction of the Improvements in addition to the County Loan and the City Loan: i. capitalized operating subsidy from the California Department of Housing and Community Development in the amount of Two Million Four Hundred Nineteen Thousand Two Hundred Dollars ($2,419,200). (e) "Asset Fee Reserve Account" has the meaning set forth in Section 3.19 of the County Loan Agreement. (f)"Borrower" has the meaning set forth in the first paragraph of this Agreement. (g) "Capitalized Replacement Reserve" has the meaning set forth in Section 4.1(a) of the County Loan Agreement. (h)"City" has the meaning set forth in the first paragraph of this Agreement. (i) "City Capitalized Operating Reserve" has the meaning set forth in Section 4.1(b) of the County Loan Agreement. (j)"City Deed of Trust" has the meaning set forth in Paragraph G of the Recitals. (k) "City Homekey Loan" has the meaning set forth in Paragraph F of the Recitals. (l) "City Homekey Note" has the meaning set forth in Paragraph G of the Recitals. (m) "City Housing Funds Loan" has the meaning set forth in Paragraph F of the Recitals. 863\116\3870485.3 5 (n) "City Housing Funds Note" has the meaning set forth in Paragraph G of the Recitals. (o) "City Loan" has the meaning set forth in Paragraph F of the Recitals. (p) "City Loan Agreement " has the meaning set forth in Paragraph G of the Recitals. (q) "City Loan Prorata Percentage" means the result, expressed as a percentage, obtained by dividing the original principal amount of the City Loan by the sum of the original principal amounts of the County Loan and the City Housing Funds Loan, to the extent such funds have been or are disbursed. (r) "City Notes" has the meaning set forth in Paragraph G of the Recitals. (s) "City Seller Carry-Back Loan" has the meaning set forth in Paragraph F of the Recitals. (t) "City Seller Carry-Back Note" has the meaning set forth in Paragraph G of the Recitals. (u) "Completion Date" means the date a final certificate of occupancy, or equivalent document (such as a construction permit sign off for rehabilitation projects) is issued by the City to certify that the Development may be legally occupied. (v) "County" has the meaning set forth in the first paragraph of this Agreement. (w) "County Deed of Trust" has the meaning set forth in Paragraph E of the Recitals. (x) "County Loan" has the meaning set forth in Paragraph D of the Recitals. (y) "County Loan Agreement" has the meaning set forth in Paragraph E of the Recitals. (z) "County Loan Prorata Percentage" means the result, expressed as a percentage, obtained by dividing the amount of the County Loan by the sum of the County Loan and the City Housing Funds Loan, to the extent such funds have been or are disbursed. (aa) "County Note" has the meaning set forth in Paragraph E of the Recitals. (bb) "Default Rate" means a rate of interest equal to the lesser of the maximum rate permitted by law and ten percent (10%) per annum. (cc) "Development" has the meaning set forth in Paragraph C of the Recitals. (dd) "Existing Improvements" has the meaning set forth in Paragraph C of the Recitals. 863\116\3870485.3 6 (ee) "Gross Revenue" means for each calendar year, all revenue, income, receipts, and other consideration actually received from the operation and leasing of the Development. Gross Revenue includes, but is not limited to: i. all rents, fees and charges paid by tenants; ii. Section 8 payments and other rental or operating subsidy payments received for the dwelling units; iii. deposits forfeited by tenants; iv. all cancellation fees; v. price index adjustments and any other rental adjustments to leases or rental agreements; vi. net proceeds from vending and laundry room machines; vii. the proceeds of business interruption or similar insurance not paid to senior lenders; viii. the proceeds of casualty insurance not used to rebuild the Development and not paid to senior lenders; and ix. condemnation awards for a taking of part or all of the Development for a temporary period. Gross Revenue does not include tenants' security deposits, loan proceeds, unexpended amounts (including interest) in any reserve account, required deposits to reserve accounts, capital contributions or similar advances. (ff) "Ground Lease" has the meaning set forth in Paragraph B of the Recitals. (gg) "Homekey Capitalized Operating Subsidy" has the meaning set forth in Section 1.1(g)(iv) of the County Loan Agreement. (hh)"HUD" means the United States Department of Housing and Urban Development. (ii) "Improvements" has the meaning set forth in Paragraph C of the Recitals. (jj) "Leasehold Interest" has the meaning set forth in Paragraph B of the Recitals. (kk) "Lenders' Share of Residual Receipts" means fifty percent (50%) of Residual Receipts. (ll) "Partnership Agreement" means the agreement between Borrower's general partner and limited partner that governs the operation and organization of Borrower as a California limited partnership. 863\116\3870485.3 7 (mm) "Partnership/Asset Fee" means partnership management fees (including any asset management fees) payable pursuant to the Partnership Agreement to any partner of Borrower, in the amounts approved by the County as set forth in Section 3.19 of the County Loan Agreement and subject to the limits set forth in Section 1.2.3 of the City Housing Funds Note. (nn) "Project Capitalized Operating Reserve" has the meaning set forth in Section 4.1(b) of the County Loan Agreement. (oo)"Property" has the meaning set forth in Paragraph B of the Recitals. (pp) "Residual Receipts" means for each calendar year, the amount by which Gross Revenue exceeds Annual Operating Expenses. (qq) "Statement of Residual Receipts" means an itemized statement of Residual Receipts. (rr) "Term" means the period of time that commences on the date of this Agreement, and expires, unless sooner terminated in accordance with this Agreement, on the fifty-fifth (55th) anniversary of the Completion Date; provided, however, if a record of the Completion Date cannot be located or established, the Term will expire on the fifty-seventh (57th) anniversary of this Agreement. 2. Annual Payments to County and City. (a) County Loan. i. Commencing on June 1, 2026, and on June 1 of each year thereafter during the Term, Borrower shall make a loan payment to the County of the County Loan in an amount equal to the County Loan Prorata Percentage of Lenders' Share of Residual Receipts (each such payment, an "Annual County Loan Payment"). The County shall apply all Annual County Loan Payments to the County Loan as follows: (1) first, to accrued interest, and (2) second, to principal. ii. Borrower shall repay the County Loan pursuant to the terms of the County Loan Agreement and the County Note. In the event of any conflict between the repayment terms and provisions of the County Loan Agreement and this Agreement, the provisions of this Agreement apply. The County may not consent to any amendment or waiver of the terms of the County Loan Agreement or the County Note if such amendment or waiver could reasonably be deemed to materially adversely affect the City, without the City's prior written approval, which the City may withhold in its sole discretion. (b) City Loan. i. Commencing on June 1, 2026, and on June 1 of each year thereafter during the Term, Borrower shall make a loan payment to the City in an amount equal the City Loan Prorata Percentage of Lenders' Share of Residual Receipts (each such payment, an "Annual City Loan Payment"). The City shall apply all Annual City Loan Payments to the City Loan as follows: (1) first, to accrued interest, if any, and (2) second, to principal for the City 863\116\3870485.3 8 Loan. ii. Borrower shall repay the City Loan pursuant to the terms of the City Loan Agreement and the City Notes. In the event of any conflict between the repayment terms of the City Loan Agreement, City Notes, and this Agreement, the provisions of this Agreement apply. The City may not consent to any amendment or waiver of the terms of the City Loan Agreement or the City Notes, if such amendment or waiver could reasonably be deemed to materially adversely affect the County, without the County's prior written approval, which the County may withhold in its sole discretion. 3. Reports and Accounting of Residual Receipts. (a) Annual Reports. In connection with the Annual County Loan Payment and the Annual City Loan Payment, Borrower shall furnish to the City and the County: i. The Statement of Residual Receipts for the relevant period. The first Statement of Residual Receipts will cover the period that begins on January 1 2025, and ends on December 31 of that same year. Subsequent statements of Residual Receipts will cover the twelve-month period that ends on December 31 of each year; ii. A statement from the independent public accountant that audited Borrower's financial records for the relevant period, which statement must confirm that Borrower's calculation of the Lenders' Share of Residual Receipts is accurate based on Operating Income and Annual Operating Expenses; and iii. Any additional documentation reasonably required by the County or the City to substantiate Borrower's calculation of Lenders' Share of Residual Receipts. (b) Books and Records. Borrower shall keep and maintain at the principal place of business of Borrower set forth in Section 10 below, or elsewhere with the written consent of the County and the City, full, complete and appropriate books, record and accounts relating to the Development, including all books, records and accounts necessary or prudent to evidence and substantiate in full detail Borrower's calculation of Residual Receipts and disbursements of Residual Receipts. Borrower shall cause all books, records and accounts relating to its compliance with the terms, provisions, covenants and conditions of this Agreement to be kept and maintained in accordance with generally accepted accounting principles consistently applied, and to be consistent with requirements of this Agreement, which provide for the calculation of Residual Receipts on a cash basis. Borrower shall cause all books, records, and accounts to be open to and available for inspection by the County and the City, their auditors or other authorized representatives at reasonable intervals during normal business hours. Borrower shall cause copies of all tax returns and other reports that Borrower may be required to furnish to any government agency to be open for inspection by the County and the City at all reasonable times at the place that the books, records and accounts of Borrower are kept. Borrower shall preserve records on which any statement of Residual Receipts is based for a period of not less than five (5) years after such statement is rendered, and for any period during which there is an audit undertaken pursuant to subsection (c) below then pending. (c) County and City Audits. 863\116\3870485.3 9 i. The receipt by the County or the City of any statement pursuant to subsection (a) above or any payment by Borrower or acceptance by the County or the City of any loan repayment for any period does not bind the County or the City as to the correctness of such statement or such payment. The County or the City or any designated agent or employee of the County or the City is entitled at any time to audit the Residual Receipts and all books, records, and accounts pertaining thereto. The County and/or the City may conduct such audit during normal business hours at the principal place of business of Borrower and other places where records are kept. Immediately after the completion of an audit, the County or the City, as the case may be, shall deliver a copy of the results of the audit to Borrower. ii. If it is determined as a result of an audit that there has been a deficiency in a loan repayment to the County and/or the City, then such deficiency will become immediately due and payable, with interest at the Default Rate from the date the deficient amount should have been paid. In addition, if the audit determines that Residual Receipts have been understated for any year by the greater of (i) $2,500, and (ii) an amount that exceeds five percent (5%) of the Residual Receipts, then, in addition to paying the deficiency with interest, Borrower shall pay all of the costs and expenses connected with the audit and review of Borrower's accounts and records incurred by the County and/or the City. 4. Subordination. (a) The City Deed of Trust will unconditionally be and at all times remain a lien or charge on the Development prior and superior to the County Deed of Trust. (b) The County intentionally and unconditionally subordinates all of its rights, titles and interests in and to the Development that result from the County Deed of Trust, to the lien or charge of the City Deed of Trust upon the Development and understands that in reliance upon, and in consideration of, this subordination, specific loan modifications are being and will be made by the City and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this subordination. 5. Notice of Default. The County and the City shall each notify the other promptly upon declaring a default or learning of the occurrence of any material event of default, or any event which with the lapse of time would become a material event of default, under its respective loan documents for the City Loan and the County Loan. 6. Notices. All notices required or permitted by any provision of this Agreement must be in writing and sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the parties as follows: 863\116\3870485.3 10 City: City of Richmond 450 Civic Center Plaza Richmond, CA 94804 Attention: City Manager County: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, California 94553 Attention: Assistant Deputy Director Borrower: 425 Civic Center, LP c/o Novin Development Corp. 1990 North California, Boulevard, Suite 800 Walnut Creek, CA 94596 Attn: Iman Novin, President Such written notices, demands, and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate as provided in this Section. Receipt will be deemed to have occurred on the date marked on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable). 7. Titles. Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and are to be disregarded in interpreting any part of the Agreement's provisions. 8. California Law. This Agreement is governed by the laws of the State of California. 9. 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 will continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 10. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. 11. Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. 12. Amendments. This Agreement may not be modified except by written instrument executed by and amongst the parties. [signatures on following page] Signature Page Intercreditor Agreement 863\116\3870485.3 11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. BORROWER: 425 CIVIC CENTER LP, a California limited partnership By: Trinity Center Walnut Creek, a California nonprofit public benefit corporation, its managing general partner By:____________________ Name: Susan Leslie Gleason Its: Executive Director By: NDC Contra Costa LLC, a California limited liability company, its administrative general partner By: Novin Development Corp. a California corporation, its sole member/manager By:___________________________ Name: Iman Novin Its: President and CEO APPROVED AS TO FORM: THOMAS L. GEIGER County Counsel By: Kathleen Andrus Deputy County Counsel COUNTY: COUNTY OF CONTRA COSTA, a political subdivision of the State of California By: ____________________________ John Kopchik Director, Department of Conservation and Development Signatures continue on following page Signature Page Intercreditor Agreement 863\116\3870485.3 12 ATTEST: By:___________________ ____________________, City Clerk APPROVED AS TO FORM: By: _______________________________ _____________________, City Attorney CITY: CITY OF RICHMOND, a municipal corporation By: ____________________________ ____________, City Manager 863\116\3870485.3 13 STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ______________________________________ Name: ______________________________ Name: Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 863\116\3870485.3 14 STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ______________________________________ Name: ______________________________ Name: Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 863\116\3870485.3 15 STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ______________________________________ Name: ______________________________ Name: Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. A-1 863\116\3870485.3 EXHIBIT A LEGAL DESCRIPTION The land referred to is situated in the County of Contra Costa, City of Richmond, State of California, and is described as follows: Lots 22, 23, 24, 25, 26, 27, 28 and 29 in Block 17, as shown on the Map of "Nicholl Mac Donald Avenue Civic Center", filed October 29, 1912, in Map Book 8, Page 190, Contra Costa County Records. APN: 515-200-003-9 863\116\3870482.4 1 PROMISSORY NOTE (Civic Center Apartments) $999,995 Martinez, California March 15, 2025 FOR VALUE RECEIVED, the undersigned 425 Civic Center LP, a California limited partnership ("Borrower") hereby promises to pay to the order of the County of Contra Costa, a political subdivision of the State of California ("Holder"), the principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Five Dollars ($999,995) plus interest thereon pursuant to Section 2 below. 1. Borrower's Obligation. This promissory note ("Note") evidences Borrower's obligation to repay Holder the principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Five Dollars ($999,995) (the "Loan") with interest for the funds loaned to Borrower by Holder to finance the acquisition and rehabilitation of the Improvements pursuant to Loan Agreement between Borrower and Holder of even date herewith (the "Loan Agreement"). All capitalized terms used but not defined in this Note have the meanings set forth in the Loan Agreement. 2. Interest. (a) Loan. Subject to the provisions of subsection (b) below, the Loan bears interest from the date of disbursement at a per annum simple interest rate of three percent (3%), until all amounts have been paid in full. (b) Default Rate. If an Event of Default occurs, interest will accrue on all amounts due under this Note at the Default Rate until such Event of Default is cured by Borrower or waived by Holder. 3. Term and Repayment Requirements. Principal and interest under Note is due and payable as set forth in Section 2.7 of the Loan Agreement. The unpaid principal balance hereunder, together with accrued interest thereon, is due and payable no later than the date that is the fifty-fifth (55th) anniversary of the Completion Date; provided, however, if a record of the Completion Date cannot be located or established, the Loan is due and payable on the fifty- seventh (57th) anniversary of the date of this Note. 4. No Assumption. This Note is not assumable by the successors and assigns of Borrower without the prior written consent of Holder, except as provided in the Loan Agreement. 5. Security. This Note, with interest, is secured by the Deed of Trust. Upon execution, the Deed of Trust will be recorded in the official records of Contra Costa County, California. Upon recordation of the Deed of Trust, this Note will become nonrecourse to Borrower, pursuant to and except as provided in Section 2.9 of the Loan Agreement, which Section 2.9 is hereby incorporated into this Note. The terms of the Deed of Trust are hereby incorporated into this Note and made a part hereof. 863\116\3870482.4 2 6. Terms of Payment. (a) Borrower shall make all payments due under this Note in currency of the United States of America to Holder at Department of Conservation and Development, 30 Muir Road, Martinez, CA 94553, Attention: Assistant Deputy Director, or to such other place as Holder may from time to time designate. (b) All payments on this Note are without expense to Holder. Borrower shall pay all costs and expenses, including re-conveyance fees and reasonable attorney's fees of Holder, incurred in connection with the enforcement of this Note and the release of any security hereof. (c) Notwithstanding any other provision of this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of interest that exceeds the amount that Holder may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate will automatically be deducted from the principal balance owing on this Note, so that in no event is Borrower obligated under the terms of this Note to pay any interest that would exceed the lawful rate. (d) The obligations of Borrower under this Note are absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever. 7. Event of Default; Acceleration. (a) Upon the occurrence of an Event of Default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note and the Deed of Trust will, at the option of Holder, become immediately due and payable without further demand. (b) Holder's failure to exercise the remedy set forth in Subsection 7(a) above or any other remedy provided by law upon the occurrence of an Event of Default does not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other Event of Default. The acceptance by Holder of any payment that is less than the total of all amounts due and payable at the time of such payment does not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law. 8. Waivers. (a) Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security 863\116\3870482.4 3 for this Note, all without in any way affecting the liability of Borrower. (b) Any extension of time for payment of this Note or any installment hereof made by agreement of Holder with any person now or hereafter liable for payment of this Note must not operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part. 9. Miscellaneous Provisions. (a) All notices to Holder or Borrower are to be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as Holder and Borrower may therein designate. (b) Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement. (c) This Note is governed by the laws of the State of California. (d) The times for the performance of any obligations hereunder are to be strictly construed, time being of the essence. (e) The Loan Documents, of which this Note is a part, contain the entire agreement between the parties as to the Loan. This Note may not be modified except upon the written consent of the parties. signature on following page Signature page County CDBG Note 863\116\3870482.4 4 IN WITNESS WHEREOF, Borrower is executing this promissory note as of the day and year first above written. 425 CIVIC CENTER, LP, a California limited partnership By: Trinity Center Walnut Creek, a California nonprofit public benefit corporation, its managing general partner By:____________________ Name: Susan Leslie Gleason Its: Executive Director By: NDC Contra Costa LLC., a California limited liability company, its administrative general partner By: Novin Development Corp., a California corporation, its sole member/manager By: ________________________________ Name: Iman Novin Its: President and CEO 1 863\116\3870484.3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attn: Assistant Deputy Director No fee for recording pursuant to Government Code Section 27383 and 27388.1 __________________________________________________________________________ REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (Civic Center Apartments) This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is dated as of March 15, 2025 and is between the County of Contra Costa, a political subdivision of the State of California (the "County"), and 425 Civic Center, LP, a California limited partnership ("Borrower"). RECITALS A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement. B. The County has received Community Development Block Grant Program ("CDBG") funds from the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974 (42 USC 5301, et seq.), as amended ("CDBG Funds"). The CDBG Funds must be used by the County in accordance with 24 C.F.R. Part 570. C. The City of Richmond (the "City") has acquired that certain real property located at 425 24th Street, Richmond, California as more particularly described in Exhibit A (the "Property"). Borrower is leasing the Property from the City for a term of 55 years pursuant to a ground lease dated as of March 1, 2025 (the "Ground Lease") and thereby has a leasehold interest in the Property for the term of the Ground Lease (the "Leasehold Interest"). D. The Property is improved with a motel consisting of 49 rooms and related improvements (the "Existing Improvements"). Borrower has acquired the Existing Improvements from the City. Borrower is rehabilitating the Existing Improvements into an affordable housing development with 48 units available for rental to extremely low-income persons and 1 manager unit, and attendant site improvements (collectively, the "Improvements"). Together, (i) the Leasehold Interest, and (ii) Borrower’s fee interest in the Improvements, are the "Development." 2 863\116\3870484.3 E. The County is making a loan to Borrower of CDBG Funds in the principal amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Five Dollars ($999,995) (the "County Loan") to assist in the acquisition of the Property and rehabilitation of the Improvements. F. In addition to this Agreement, the County Loan is evidenced by the following documents: (i) a loan agreement of even date herewith between the County and Borrower (the "Loan Agreement"), (ii) a leasehold deed of trust with assignment of rents, security agreement, and fixture filing of even date herewith, among Borrower, as trustor, Old Republic Title Company, as trustee, and the County, as beneficiary; (iii) a promissory note executed by Borrower, of even date herewith in the amount of the County Loan; and (iv) a subordination and intercreditor agreement among Borrower, the City and the County of even date herewith, (collectively, the "Loan Documents"). The Loan Documents are described in more detail in the Loan Agreement. G. The County has the authority to lend the County Loan to Borrower pursuant to Government Code Section 26227, which authorizes counties to spend county funds for programs that will further a county's public purposes. In addition, the County has the authority to loan the CDBG Funds pursuant to 24 C.F.R. 570.202. H. The County has agreed to make the County Loan on the condition that Borrower maintain and operate the Improvements in accordance with restrictions set forth in this Agreement. Forty-eight (48) of the Units are restricted by the County pursuant to this Regulatory Agreement. I. In consideration of receipt of the County Loan at interest rates substantially below the market rate, Borrower agrees to observe all the terms and conditions set forth below. The parties therefore agree as follows: AGREEMENT ARTICLE 1 DEFINITIONS 1.1 Definitions. The following terms have the following meanings: (a) "30% AMI Household" means a household with a 30% Income Level as published by TCAC, or if TCAC no longer publishes such levels, then it means a household with an Adjusted Income that does not exceed thirty percent (30%) of Median Income. (b) "30% AMI Rent" means the maximum rent published by TCAC for a 30% Income Level in Contra Costa County for the applicable bedroom size, or if TCAC no longer publishes such levels, then it means one-twelfth (1/12) of thirty percent (30%) of thirty percent (30%) of Median Income, adjusted for Assumed Household Size. 3 863\116\3870484.3 (c) "30% AMI Units" means the Units which, pursuant to Section 2.1(a) below, are required to be occupied by 30% AMI Households. (d) "30% Income Level" has the meaning set forth in the maximum rent and maximum income level tables published annually by TCAC. (e) "Accessibility Requirements" has the meaning set forth in Section 2.1(c). (f) "Actual Household Size" means the actual number of persons in the applicable household. (g) "Adjusted Income" means the total anticipated annual income of all persons in a household calculated using the methods to calculate income adopted by TCAC, or if TCAC no longer calculates income, then it means the total anticipated annual income of all persons in a household, as defined in 24 CFR 5.609 and as calculated pursuant to 24 CFR 5.611. (h) "Assumed Household Size" means the assumed household size determined or utilized by TCAC, used to calculate Rent, or if TCAC no longer calculates rent, then it means the household size "adjusted for family size appropriate to the unit" as such term is defined in Health & Safety Code Section 50052.5(h). (i) "CDBG" has the meaning set forth in Paragraph B of the Recitals. (j) "CDBG Funds" has the meaning set forth in Paragraph B of the Recitals. (k) "City" means the City of Richmond, California, a municipal corporation. (l) "Completion Date" means the date a final certificate of occupancy, or equivalent document is issued by the City to certify that the Improvements may be legally occupied. (m) "County-Assisted Units" means the forty-eight (48) Units in the Improvements that are restricted to occupancy by 30% AMI Households in compliance with Section 2.1 below. (n) "County Loan" has the meaning set forth in Paragraph E of the Recitals. (o) "Deed of Trust" means the Leasehold Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing of even date herewith by and among Borrower, as trustor, Old Republic Title Company, as trustee, and the County, as beneficiary, that encumbers the Development to secure repayment of the County Loan and Borrower's performance of the Loan Documents. (p) "Development" has the meaning set forth in Paragraph D of the Recitals. (q) "Development Regulatory Documents" has the meaning set forth in Section 4.2(a). 4 863\116\3870484.3 (r) "Existing Improvements" has the meaning set forth in Paragraph D of the Recitals. (s) "Ground Lease" has the meaning set forth in Paragraph C of the Recitals. (t) "HUD" has the meaning set forth in Paragraph B of the Recitals. (u) "Improvements" has the meaning set forth in Paragraph D of the Recitals. (v) "Loan Agreement" has the meaning set forth in Paragraph E of the Recitals. (w) "Loan Documents" has the meaning set forth in Paragraph E of the Recitals. (x) "Leasehold Interest" has the meaning set forth in Paragraph C of the Recitals. (y) "Maintenance Standards" has the meaning set forth in Section 5.8(a). (z) "Management Agent" has the meaning set forth in Section 5.2. (aa) "Marketing Plan" has the meaning set forth in Section 4.3(a). (bb) "Median Income" means the median gross yearly income, adjusted for Actual Household Size as specified herein, in the County of Contra Costa, California, as published from time to time by HUD. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the County shall provide Borrower with other income determinations that are reasonably similar with respect to methods of calculation to those previously published by HUD. (cc) "Partnership Agreement" means the Agreement of Limited Partnership dated June 6, 2023 that governs the operation and organization of Borrower as a California limited partnership. (dd) "Property" has the meaning set forth in Paragraph C of the Recitals. (ee) "Rent" means the total monthly payments made by the Tenant of a Unit for the following: use and occupancy of the Unit and land and associated facilities; any separately charged fees or service charges assessed by Borrower which are customarily charged in rental housing and required of all Tenants, other than security deposits; an allowance for the cost of an adequate level of service for utilities paid by the Tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV; and any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than Borrower, and paid by the Tenant. (ff) "TCAC" means the California Tax Credit Allocation Committee. 5 863\116\3870484.3 (gg) "Technology Plan" has the meaning set forth in Section 4.3(c). (hh) "Tenant" means the tenant household that occupies a Unit. (ii) "Tenant Selection Plan" has the meaning set forth in Section 4.3(b). (jj) "Tenant Services" has the meaning set forth in Section 5.6(a). (kk) "Tenant Services Budget" has the meaning set forth in Section 5.6 (b). (ll) "Tenant Services Plan" has the meaning set forth in Section 5.6(b). (mm) "Tenant Services Provider" has the meaning set forth in Section 5.6(a). (nn) "Term" means the term of this Agreement which commences as of the date of this Agreement, and unless sooner terminated pursuant to the terms of this Agreement, expires on the fifty-fifth (55th) anniversary of the Completion Date; provided, however, if a record of the Completion Date cannot be located or established, the Term will expire on the fifty- seventh (57th) anniversary of the date of this Agreement. (oo) "Transfer" has the meaning set forth in Section 6.1. (pp) "Unit(s)" means one (1) or more of the units in the Improvements. ARTICLE 2 AFFORDABILITY AND OCCUPANCY COVENANTS 2.1 Occupancy Requirements. (a) 30% AMI Units. During the Term Borrower shall cause forty-eight (48) Units to be rented to and occupied by or, if vacant, available for occupancy by, 30% AMI Households. (b) Intermingling of Units. Borrower shall cause the County-Assisted Units to be intermingled throughout the Improvements and of comparable quality to all other Units. All Tenants must have equal access to and enjoyment of all common facilities in the Improvements. The County-Assisted Units are all studio apartments. (c) Disabled Persons Occupancy. (1) Borrower shall cause the Improvements to be operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements including, but not limited to the applicable provisions of: (i) the Unruh Act, (ii) the California Fair Employment and Housing Act, (iii) Section 504 of the Rehabilitation Act of 1973, (iv) the United States Fair Housing Act, as amended, (v) the Americans With Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the California Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements"). 6 863\116\3870484.3 (2) Borrower shall indemnify, protect, hold harmless and defend (with counsel reasonably satisfactory to the County) the County, and its board members, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of Borrower's failure to comply with the Accessibility Requirements. This obligation to indemnify survives termination of this Agreement, repayment of the County Loan and the reconveyance of the Deed of Trust. 2.2 Allowable Rent. (a) 30% AMI Rent. Subject to the provisions of Section 2.4 below, Rent paid by Tenants of the 30% AMI Units shall not exceed the 30% AMI Rent for the applicable bedroom size. (b) No Additional Fees. Borrower may not charge any fee, other than Rent, to any Tenant of the County-Assisted Units for any housing or other services provided by Borrower. 2.3 Rent Increases. (a) Rent Amount. The initial Rent for all County-Assisted Units must be approved by the County prior to occupancy. The County will provide Borrower with a schedule of maximum permissible Rents for the County-Assisted Units and the maximum monthly allowances for utilities and services (excluding telephone) annually. (b) Rent Increases. All Rent increases for all County-Assisted Units are subject to County approval. No later than sixty (60) days prior to the proposed implementation of any Rent increase affecting a County-Assisted Unit, Borrower shall submit to the County a schedule of any proposed increase in the Rent charged for County-Assisted Units. The Rent for such Units may be increased no more than once annually based upon the annual income certification described in Article 3. The County will disapprove a Rent increase if it violates the schedule of maximum permissible Rents for the County-Assisted Units provided to Borrower by the County, or is greater than a 5% increase over the previous year's Rent. Borrower shall give Tenants written notice at least thirty (30) days prior to any Rent increase, following completion of the County approval process set forth above. 2.4 Increased Income of Tenants. If, upon recertification of the income of a Tenant of a County-Assisted Unit, Borrower determines that a former 30% AMI Household, has an Adjusted Income exceeding the qualifying income for a 30% AMI Household, then such Tenant is permitted to continue to occupy the Unit and the Tenant's Rent will remain at the 30% AMI Rent. Borrower shall then rent the next available Unit to a 30% AMI Household to comply with the requirements of Section 2.1(a) above, at a Rent not exceeding the maximum Rent specified in Section 2.2(a). 2.5 Termination of Occupancy. Upon termination of occupancy of a County-Assisted Unit by a Tenant, such Unit will be deemed to be continuously occupied by a household of the same income level as the initial income level of the vacating Tenant, until such unit is reoccupied, at which time categorization of the Unit will be established based on the occupancy requirements of Section 2.1. 7 863\116\3870484.3 ARTICLE 3 INCOME CERTIFICATION; REPORTING; RECORDS 3.1 Income Certification. Borrower shall obtain, complete, and maintain on file, within sixty (60) days before expected occupancy and annually thereafter, income certifications from each Tenant renting any of the County-Assisted Units. Borrower shall make a good faith effort to verify the accuracy of the income provided by the applicant or occupying household, as the case may be, in an income certification. To verify the information, Borrower shall take two or more of the following steps: (i) obtain a pay stub for the most recent pay period; (ii) obtain an income tax return for the most recent tax year; (iii) conduct a credit agency or similar search; (iv) obtain an income verification form from the applicant's current employer; (v) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (vi) if the applicant is unemployed and does not have a tax return, obtain another form of independent verification. Where applicable, Borrower shall examine at least two (2) months of relevant source documentation. Copies of Tenant income certifications are to be available to the County upon request. 3.2 Reporting Requirements. (a) Borrower shall submit to the County within one hundred eighty (180) days after the Completion Date, and not later than forty-five (45) days after the close of each calendar year, or such other date as may be requested by the County, a report that includes the following data for each Unit and specifically identifies which Units are County-Assisted Units: (i) Tenant income, race and ethnicity, (ii) the number of occupants, (iii) the Rent, (iv) the number of bedrooms, and (v) the initial address of each Tenant. To demonstrate continued compliance with Section 2.1 Borrower shall cause each annual report after the initial report to include a record of any subsequent Tenant substitutions and any vacancies in County-Assisted Units that have been filled. (b) Borrower shall submit to the County within forty-five (45) days after receipt of a written request, or such other time agreed to by the County, any other information or completed forms requested by the County in order to comply with reporting requirements of HUD, the State of California, and the County. 3.3 Tenant Records. Borrower shall maintain complete, accurate and current records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists relating to the Improvements are to be at all times: (i) separate and identifiable from any other business of Borrower, (ii) maintained as required by the County, in a reasonable condition for proper audit, and (iii) subject to examination during business hours by representatives of the County. Borrower shall retain copies of all materials obtained or produced with respect to occupancy of the Units for a period of at least five (5) years. The County may examine and make copies of all books, records or other documents of Borrower that pertain to the Improvements. 8 863\116\3870484.3 3.4 Development Records. (a) Borrower shall keep and maintain at the principal place of business of the Borrower set forth in Section 6.13 below, or elsewhere with the County's written consent, full, complete and appropriate books, records and accounts relating to the Improvements. Borrower shall cause all books, records and accounts relating to its compliance with the terms, provisions, covenants and conditions of the Loan Documents to be kept and maintained in accordance with generally accepted accounting principles consistently applied, and to be consistent with requirements of this Agreement. Borrower shall cause all books, records, and accounts to be open to and available for inspection and copying by HUD, the County, its auditors or other authorized representatives at reasonable intervals during normal business hours. Borrower shall cause copies of all tax returns and other reports that Borrower may be required to furnish to any government agency to be open for inspection by the County at all reasonable times at the place that the books, records and accounts of Borrower are kept. Borrower shall preserve such records for a period of not less than five (5) years after their creation in compliance with all HUD records and accounting requirements. If any litigation, claim, negotiation, audit exception, monitoring, inspection or other action relating to the use of the County Loan is pending at the end of the record retention period stated herein, then Borrower shall retain the records until such action and all related issues are resolved. Borrower shall cause the records to include all invoices, receipts, and other documents related to expenditures from the County Loan funds. Borrower shall cause records to be accurate and current and in a form that allows the County to comply with the record keeping requirements contained in 24 C.F.R. 570.506. Such records are to include but are not limited to: (1) Records providing a full description of the activities undertaken with the use of the County Loan funds; (2) Records demonstrating the eligibility of activities under the CDBG regulations set forth in 24 C.F.R. 570 et seq., and that use of the CDBG Funds meets one of the national objectives of the CDBG program set forth in 24 C.F.R. Section 570.208; (3) Records demonstrating compliance with the HUD property standards and lead-based paint requirements and the maintenance requirements set forth in Section 5.6; (4) Records documenting compliance with the fair housing, equal opportunity, and affirmative fair marketing requirements; (5) Financial records as required by 24 C.F.R. 570.502 and 2 C.F.R. Part 200; (6) Records demonstrating compliance with the CDBG marketing, tenant selection, affordability, and income requirements; 9 863\116\3870484.3 (7) Records demonstrating compliance with MBE/WBE requirements; (8) Records demonstrating compliance with 24 C.F.R. Part 135 which implements Section 3 of the Housing Development Act of 1968; (9) Records demonstrating compliance with applicable relocation requirements, which must be retained for at least five (5) years after the date by which persons displaced from the property have received final payments; and (10) Records demonstrating compliance with labor requirements including certified payrolls from Borrower's general contractor evidencing that applicable prevailing wages have been paid. (b) The County shall notify Borrower of any records it deems insufficient. Borrower has fifteen (15) calendar days after the receipt of such a notice to correct any deficiency in the records specified by the County in such notice, or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Borrower must begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. ARTICLE 4 OPERATION OF THE DEVELOPMENT 4.1 Residential Use. Borrower shall operate the Improvements for residential use only. No part of the Improvements may be operated as transient housing. 4.2 Compliance with Loan Documents and Regulatory Requirements. (a) Borrower's actions with respect to the Improvements shall at all times be in full conformity with: (i) all requirements of the Loan Documents; (ii) all requirements imposed on projects assisted with CDBG Funds as contained in 42 U.S.C. 5301, et seq., 24 C.F.R. Part 570, and other implementing rules and regulations; and (iii) any other regulatory requirements imposed on the Improvements including but not limited to regulatory agreements associated with financing provided by the City, and any rental subsidies provided to the Improvements (the "Development Regulatory Documents"). (b) Borrower shall promptly notify the County in writing of the existence of any default under any Development Regulatory Documents, and provide the County copies of any such notice of default. 4.3 Marketing Plan; Tenant Selection Plan; Technology Plan. (a) Marketing Plan. 10 863\116\3870484.3 (1) No later than six (6) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower shall submit to the County for approval its plan for marketing the Improvements to income-eligible households as required by this Agreement (the "Marketing Plan"). The Marketing Plan must include information on affirmative marketing efforts and compliance with fair housing laws. (2) Upon receipt of the Marketing Plan, the County will promptly review the Marketing Plan and will approve or disapprove it within fifteen (15) days after receipt. If the Marketing Plan is not approved, the County will give Borrower specific reasons for such disapproval and Borrower shall submit a revised Marketing Plan within fifteen (15) days of notification of the County's disapproval. Borrower shall follow this procedure for resubmission of a revised Marketing Plan until the Marketing Plan is approved by the County. If the Borrower does not submit a revised Marketing Plan that is approved by the County at least three (3) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower will be in default of this Agreement. (b) Tenant Selection Plan. (1) No later than six (6) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower shall submit to the County, for its review and approval, Borrower's written tenant selection plan (the "Tenant Selection Plan"). (2) Upon receipt of the Tenant Selection Plan, the County will promptly review the Tenant Selection Plan and will approve or disapprove it within fifteen (15) days after receipt. If the Tenant Selection Plan is not approved, the County will give Borrower specific reasons for such disapproval and Borrower shall submit a revised Tenant Selection Plan within fifteen (15) days of notification of the County's disapproval. Borrower shall follow this procedure for resubmission of a revised Tenant Selection Plan until the Tenant Selection Plan is approved by the County. If the Borrower does not submit a revised Tenant Selection Plan that is approved by the County at least three (3) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower will be in default of this Agreement. (c) Technology Plan. (1) No later than six (6) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower shall submit to the County, for its review and approval, Borrower's written plan describing the broadband services at the Improvements (the "Technology Plan"). Broadband means: cables, fiber optics, wiring, or other permanent (integral to the structure) infrastructure, including wireless infrastructure, that is capable of providing access to internet connections in individual housing units. (2) Upon receipt of the Technology Plan, the County will promptly review the Technology Plan and will approve or disapprove it within fifteen (15) days after receipt. If the Technology Plan is not approved, the County will give Borrower specific reasons for such disapproval and Borrower shall submit a revised Technology Plan within fifteen (15) days of notification of the County's disapproval. Borrower shall follow this procedure for resubmission of a revised Technology Plan until the Technology Plan is approved by the County. 11 863\116\3870484.3 If the Borrower does not submit a revised Technology Plan that is approved by the County at least three (3) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower will be in default of this Agreement. 4.4 Lease Provisions. (a) No later than four (4) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower shall submit to the County for approval Borrower’s proposed form of lease agreement for the County's review and approval. When leasing Units, Borrower shall use the form of lease approved by the County. Borrower’s form of lease must include any provisions necessary to comply with the requirements of the Violence Against Women Reauthorization Act of 2013 (Pub. L. 113–4, 127 Stat. 54) applicable to HUD- funded programs. The form of lease must comply with all requirements of this Agreement, the other Loan Documents and must, among other matters: (1) provide for termination of the lease for failure to: (i) provide any information required under this Agreement or reasonably requested by Borrower to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy in the Improvements in accordance with the standards set forth in this Agreement, or (ii) qualify as a 30% AMI Household as a result of any material misrepresentation made by such Tenant with respect to the income computation; (2) be for an initial term of not less than one (1) year, unless by mutual agreement between the Tenant and Borrower, and provide for no increase in Rent during such year. After the initial year of tenancy, the lease may be month-to-month by mutual agreement of Borrower and the Tenant. Notwithstanding the above, any rent increases are subject to the requirements of Section 2.3 above; and (3) include a provision that requires a Tenant who is residing in a Unit required to be accessible pursuant to Section 3.5(b) of the Loan Agreement, and who is not in need of an accessible Unit to move to a non-accessible Unit when a non-accessible Unit becomes available and another Tenant or prospective Tenant is in need of an accessible Unit. (b) During the Term, Borrower shall comply with the Marketing Plan and Tenant Selection Plan approved by the County. (c) Any termination of a lease or refusal to renew a lease for a County- Assisted Unit must be preceded by not less than thirty (30) days written notice to the Tenant by Borrower specifying the grounds for the action. 4.5 CDBG Requirements. (a) Borrower shall comply with all applicable laws and regulations governing the use of the CDBG Funds as set forth in 24 C.F.R. Part 570. In the event of any conflict between this Regulatory Agreement and applicable laws and regulations governing the use of the Loan funds, the applicable laws and regulations govern. 12 863\116\3870484.3 (b) The laws and regulations governing the use of the County Loan funds include (but are not limited to) the following: (1) Environmental and Historic Preservation. 24 C.F.R. Part 58, which prescribes procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5; (2) Applicability of Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The applicable policies, guidelines, and requirements of 2 C.F.R. Part 200 and 24 C.F.R. 570.502; (3) Debarred, Suspended or Ineligible Contractors. The prohibition on the use of debarred, suspended, or ineligible contractors set forth in 24 C.F.R. Part 24; (4) Civil Rights, Housing and Community Development, and Age Discrimination Acts. The Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC 794, et seq.); the Age Discrimination Act of 1975 (42 USC 6101, et seq.); Executive Order 11063 as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. Part 107; Executive Order 11246 as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as amended by Executive Order 12608; (5) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. 4851 et seq.), and implementing regulations at 24 C.F.R. Part 35; (6) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), and implementing regulations at 49 C.F.R. Part 24; Section 104(d) of the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. 42 et seq.; 24 C.F.R. 570.606; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Sections 6000 et seq.; (7) Discrimination against the Disabled. The requirements of the Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally assisted 13 863\116\3870484.3 program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.), and federal regulations issued pursuant thereto; (8) Clean Air and Water Acts. The Clean Air Act, as amended, 42 U.S.C. 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and the regulations of the Environmental Protection Agency with respect thereto, at 40 C.F.R. Part 1500, as amended from time to time; (9) Training Opportunities. The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u and implementing Regulations at 24 C.F.R. 75 ("Section 3"): (A) Pursuant to Section 3, to the greatest extent feasible, and consistent with existing Federal, state, and local laws and regulations Borrower shall ensure: a. that employment and training opportunities arising in connection with the Development are provided to Section 3 workers within the metropolitan area (or nonmetropolitan county) in which the Development is located. Where feasible, priority for opportunities and training described above should be given to: (i) Section 3 workers residing within the service area or the neighborhood of the project, and (ii) participants in YouthBuild programs; and b. that contracts for work awarded in connection with the Development are provided to business concerns that provide economic opportunities to Section 3 workers residing within the metropolitan area (or nonmetropolitan county) in which the Development is located. Where feasible, priority for opportunities and training described above should be given to: (i) Section 3 business concerns that provide economic opportunities to Section 3 workers residing within the service area or the neighborhood of the Development, and (ii) participants in YouthBuild programs. (B) Borrower will be considered to have complied with the Section 3 requirements, in the absence of evidence to the contrary, if it certifies that it has followed the prioritization of effort set forth in subsection (i) above, and meets or exceeds the applicable Section 3 benchmark as described in 24 C.F.R. 75.23(b). (C) Borrower shall maintain records of its Section 3 activities and cause such records to be accurate and current and in a form that allows the County to comply with the reporting requirements of 24 C.F.R. 75.25. (D) Borrower shall require all contractors and subcontractors performing work on the Development to comply with the Section 3 requirements. (10) Labor Standards. The labor requirements set forth in 24 C.F.R. Section 570.603; the prevailing wage requirements of the Davis-Bacon Act and implementing 14 863\116\3870484.3 rules and regulations (40 U.S.C. 3141-3148); the Copeland "Anti-Kickback" Act (40 U.S.C. 276(c)) which requires that workers be paid at least once a week without any deductions or rebates except permissible deductions; the Contract Work Hours and Safety Standards Act – CWHSSA (40 U.S.C. 3701-3708) which requires that workers receive "overtime" compensation at a rate of 1-1/2 times their regular hourly wage after they have worked forty (40) hours in one (1) week; and Title 29, Code of Federal Regulations, Subtitle A, Parts 1, 3 and 5 are the regulations and procedures issued by the Secretary of Labor for the administration and enforcement of the Davis-Bacon Act, as amended; (11) Drug Free Workplace. The requirements of the Drug Free Workplace Act of 1988 (P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24; (12) Anti-Lobbying; Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 C.F.R. Part 87; (13) Historic Preservation. The historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. Section 470) and the procedures set forth in 36 C.F.R. Part 800. If archeological, cultural, or historic period resources are discovered during construction, all construction work must come to a halt and Borrower shall immediately notify the County. Borrower shall not shall alter or move the discovered material(s) until all appropriate procedures for "post-review discoveries" set forth in Section 106 of the National Historic Preservation Act have taken place, which include, but are not limited to, consultation with the California State Historic Preservation Officer and evaluation of the discovered material(s) by a qualified professional archeologist; (14) Flood Disaster Protection. The requirements of the Flood Disaster Protection Act of 1973 (P.L. 93-234) (the "Flood Act"). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of the Flood Act, for use in an area identified by HUD as having special flood hazards which is not then in compliance with the requirements for participation in the national flood insurance program pursuant to Section 201(d) of the Flood Act. The use of any assistance provided under this Agreement for such acquisition or construction in such identified areas in communities then participating in the National Flood Insurance Program is subject to the mandatory purchase of flood insurance requirements of Section 102(a) of the Flood Act. If the Development is located in an area identified by HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001 et seq., the property owner and its successors or assigns must obtain and maintain, during the ownership of the Development, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under -Section 102(s) of the Flood Act. Such provisions are required notwithstanding the fact that the construction of the Development is not itself funded with assistance provided under this Agreement; (15) Religious Organizations. If the Borrower is a religious organization, as defined by the CDBG requirements, the Borrower shall comply with all conditions prescribed by HUD for the use of CDBG Funds by religious organizations, including 15 863\116\3870484.3 the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. 570.200(j); (16) Violence Against Women. The requirements of the Violence Against Women Reauthorization Act of 2013 (Pub. L. 113–4, 127 Stat. 54) applicable to HUD- funded programs; (17) Conflict of Interest. The conflict of interest provisions set forth in 24 C.F.R. 570.611; (18) BABA. The requirements of Build America, Buy America Act (BABA) enacted under Division G, Title IX of the Infrastructure Investment and Jobs Act (IIJA, Pub. L. No. 117-58) signed into law on November 15, 2021; and (19) HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the Loan funds. ARTICLE 5 PROPERTY MANAGEMENT, TENANT SERVICES, AND MAINTENANCE 5.1 Management Responsibilities. Borrower is responsible for all management functions with respect to the Improvements, including without limitation the selection of Tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The County has no responsibility for management of the Improvements. Borrower shall retain a professional property management company approved by the County in its reasonable discretion to perform Borrower's management duties hereunder. An on-site property management representative must reside at the Improvements. 5.2 Management Agent. Borrower shall cause the Improvements to be managed by an experienced management agent reasonably acceptable to the County, with a demonstrated ability to operate residential facilities like the Improvements in a manner that will provide decent, safe, and sanitary housing (the "Management Agent"). The County has approved Abode Property Management as the Management Agent. Borrower shall submit for the County's approval the identity of any proposed subsequent management agent. Borrower shall also submit such additional information about the background, experience and financial condition of any proposed management agent as is reasonably necessary for the County to determine whether the proposed management agent meets the standard for a qualified management agent set forth above. If the proposed management agent meets the standard for a qualified management agent set forth above, the County shall approve the proposed management agent by notifying Borrower in writing. Unless the proposed management agent is disapproved by the County within thirty (30) days, which disapproval is to state with reasonable specificity the basis for disapproval, it shall be deemed approved. 5.3 Periodic Performance Review. The County reserves the right to conduct an annual (or more frequently, if deemed necessary by the County) review of the management practices and financial status of the Improvements. The purpose of each periodic review will be 16 863\116\3870484.3 to enable the County to determine if the Improvements are being operated and managed in accordance with the requirements and standards of this Agreement. Borrower shall cooperate with the County in such reviews. 5.4 Replacement of Management Agent. If, as a result of a periodic review, the County determines in its reasonable judgment that the Improvements are not being operated and managed in accordance with any of the material requirements and standards of this Agreement, the County shall deliver notice to Borrower of its intention to cause replacement of the Management Agent, including the reasons therefor. Within fifteen (15) days after receipt by Borrower of such written notice, the County staff and Borrower shall meet in good faith to consider methods for improving the financial and operating status of the Improvements, including, without limitation, replacement of the Management Agent. If, after such meeting, County staff recommends in writing the replacement of the Management Agent, Borrower shall promptly dismiss the then-current Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a management agent set forth in Section 5.2 above and approved by the County pursuant to Section 5.2 above. Any contract for the operation or management of the Improvements entered into by Borrower shall provide that the Management Agent may be dismissed and the contract terminated as set forth above. Failure to remove the Management Agent in accordance with the provisions of this Section constitutes a default under this Agreement, and the County may enforce this provision through legal proceedings as specified in Section 6.6 below. 5.5 Approval of Management Policies. Borrower shall submit its written management policies with respect to the Improvements to the County for its review, and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Agreement. 5.6 Tenant Services Provider; Tenant Services Plan; and Tenant Services Budget. (a) Borrower is operating the Development as a service-intensive environment, providing varying level of services to all tenants in the Development (the "Tenant Services"). Borrower shall submit to the County for approval the name and qualifications of any proposed services provider (the "Tenant Services Provider"). (b) No later than six (6) months prior to the date rehabilitation of the Improvements is projected to be complete, Borrower shall submit to the County for approval the name and qualifications of the proposed Tenant Services Provider, a proposed services plan which shall include written guidelines or procedures for providing the Tenant Services (the "Tenant Services Plan"). The Tenant Services Plan must include the types of Tenant Services provided (special needs, and non-special needs), staffing levels (including caseload and hours of employment), and overall coordination of the Tenant Services. Concurrent with the provision of the Tenant Services Plan, Borrower shall provide the County a budget for the provision of the Tenant Services which shall include the sources of funding the Tenant Services and a detailed breakdown of expenses (the "Tenant Services Budget"). 17 863\116\3870484.3 (c) The Tenant Services Provider must have demonstrated the ability to provide Tenant Services in residential facilities like the Development in an effective manner. Borrower shall submit such additional information about the background, experience and financial condition of any proposed Tenant Services Provider as is reasonably necessary for the County to determine whether the proposed Tenant Services Provider meets the standards for a qualified Tenant Services Provider of developments of this type. (d) Upon receipt of the proposed Tenant Services Plan, Tenant Services Budget, and identity of the Tenant Services Provider, the County shall promptly review the proposed Tenant Services Provider, Tenant Services Plan, and Tenant Services Budget, and shall approve or disapprove them within fifteen (15) days after submission. If any of the Tenant Services Provider and/or Tenant Services Plan and/or Tenant Services Budget is not approved the County will give Borrower specific reasons for such disapproval and Borrower shall submit a revised Tenant Services Provider and/or Tenant Services Plan and/or Tenant Services Budget within fifteen (15) days following Borrower 's receipt of the County's written disapproval. If the County does not approve the revised Tenant Services Provider and/or Tenant Services Plan and/or Tenant Services Budget because Borrower fails to make specific revisions requested by the County, Borrower shall be in default hereunder. The County hereby approves Abode Services as the initial Tenant Services Provider for the Development. 5.7 Replacement of Tenant Services Provider. (a) The County reserves the right to conduct an annual (or more frequently, if deemed necessary by the County) review of the Tenant Services being provided to the Development. The purpose of each periodic review will be to enable the County to determine if the Tenant Services are being provided in accordance with the material requirements and standards of the Tenant Services Plan. Borrower shall cooperate with the County in such reviews. (b) If, as a result of a periodic review, the County determines in its reasonable judgment that the Tenant Services Provider is not providing the Tenant Services in accordance with any of the material requirements and standards of the Tenant Services Plan, the County shall deliver notice to Borrower of its intention to cause replacement of the Tenant Services Provider, including the reasons therefor. Within fifteen (15) days of receipt by Borrower of such written notice, County staff and Owner shall meet in good faith to consider methods for improving the provision of the Tenant Services, without limitation, replacement of the Tenant Services Provider. (c) If, after such meeting, the County recommends in writing the replacement of the Tenant Services Provider, Borrower shall promptly dismiss the then Tenant Services Provider, and shall appoint as the Tenant Services Provider a person or entity meeting the standards for a Service Provider set forth in Section 5.6 above and approved by the County pursuant to Section 5.6 above. (d) Any contract for the provision of Tenant Services entered into by Borrower shall provide that the contract can be terminated as set forth above. Failure to remove the Tenant Services Provider in accordance with the provisions of this Section shall constitute 18 863\116\3870484.3 default under this Agreement, and the County may enforce this provision through legal proceedings as specified in Section 6.6 below. 5.8 Property Maintenance. (a) Borrower shall maintain, for the entire Term of this Agreement, all interior and exterior improvements, including landscaping: (i) in decent, safe and sanitary condition, (ii) in good condition and repair, and (iii) free of all health and safety defects. Such maintenance must be in accordance with (i) all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; and (ii) any other standards provided by the County (collectively, the "Maintenance Standards"). Borrower shall correct any life-threatening maintenance deficiencies immediately upon notification. (b) At the beginning of each year of the Term, Borrower shall certify to the County that the Improvements are in compliance with the Maintenance Standards. 5.9 Property Inspections. (a) On-Site Physical Inspections. The County will perform on-site inspections of the Improvements during the Term to ensure compliance with the Maintenance Standards. The County will perform an on-site inspection within twelve months after completion of construction of the Improvements and at least once every three (3) years during the Term. If the Improvements are found to have health and safety violations, the County may perform more frequent inspections. Borrower shall cooperate in such inspections. (b) Violation of Maintenance Standards. If after an inspection, the County determines that Borrower is in violation of the Maintenance Standards, the County will provide Borrower a written report of the violations. Borrower shall correct the violations set forth in the report provided to Borrower by County. The County will perform a follow-up inspection to verify that the violations have been corrected. If such violations continue for a period of ten (10) days after delivery of the report to Borrower by the County with respect to graffiti, debris, waste material, and general maintenance, or thirty (30) days after delivery of the report to Borrower by the County with respect to landscaping and building improvements, then the County, in addition to whatever other remedy it may have at law or in equity, has the right to enter upon the Improvements and perform or cause to be performed all such acts and work necessary to cure the violation. Pursuant to such right of entry, the County is permitted (but is not required) to enter upon the Improvements and to perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Improvements, and to attach a lien on the Development, or to assess the Improvements, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the County and/or costs of such cure, which amount Borrower shall promptly pay to the County upon demand. 19 863\116\3870484.3 ARTICLE 6 MISCELLANEOUS 6.1 Transfers. (a) For purposes of this Agreement, "Transfer" means any sale, assignment, or transfer, whether voluntary or involuntary, of: (i) any rights and/or duties under the Loan Documents; and/or (ii) any interest in the Development and/or Borrower, including (but not limited to) a fee simple interest, a joint tenancy interest, a life estate, a partnership interest, a leasehold interest, a security interest, or an interest evidenced by a land contract by which possession of the Development is transferred and Borrower retains title. The term "Transfer" excludes the leasing of any single unit in the Improvements to an occupant in compliance with this Agreement. The County Director – Department of Conservation and Development is authorized to execute assignment and assumption agreements on behalf of the County to implement any approved Transfer. (b) Except as otherwise permitted in this Section 6.1, no Transfer is permitted without the prior written consent of the County, which the County may withhold in its sole discretion. The County Loan will automatically accelerate and be due in full upon any Transfer made without the prior written consent of the County. (c) The County hereby approves the grant of the security interests in the Development for Approved Financing as such term is defined in Section 1.1(g) of the Loan Agreement. 6.2 Nondiscrimination. (a) All of the Units must be available for occupancy on a continuous basis to members of the general public who are income eligible. Borrower may not give preference to any particular class or group of persons in renting or selling the Units, except to the extent that the Units are required to be leased to income eligible households pursuant to this Agreement, or any Development Regulatory Document. Borrower herein covenants by and for Borrower, assigns, and all persons claiming under or through Borrower, that there exist no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g., SSI), ancestry, age, familial status (except for lawful senior housing in accordance with state and federal law), or disability, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any unit nor will 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, sublessees, subtenants, or vendees of any unit or in connection with the employment of persons for the construction, operation and management of any unit. (b) Borrower shall accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. Borrower may not apply selection criteria to Section 8 certificate or voucher holders 20 863\116\3870484.3 that is more burdensome than criteria applied to all other prospective Tenants, nor will Borrower apply or permit the application of management policies or lease provisions with respect to the Improvements which have the effect of precluding occupancy of units by such prospective Tenants. 6.3 Application of Provisions. The provisions of this Agreement apply to the Development for the entire Term even if the County Loan is paid in full prior to the end of the Term. This Agreement binds any successor, heir or assign of Borrower, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by the County. The County is making the County Loan on the condition, and in consideration of, this provision, and would not do so otherwise. 6.4 Notice of Expiration of Term. (a) At least six (6) months prior to the expiration of the Term, Borrower shall provide by first-class mail, postage prepaid, a notice to all Tenants containing (i) the anticipated date of the expiration of the Term, (ii) any anticipated increase in Rent upon the expiration of the Term, (iii) a statement that a copy of such notice will be sent to the County, and (iv) a statement that a public hearing may be held by the County on the issue and that the Tenant will receive notice of the hearing at least fifteen (15) days in advance of any such hearing. Borrower shall also file a copy of the above-described notice with the County Assistant Deputy Director, Department of Conservation and Development. (b) In addition to the notice required above, Borrower shall comply with the requirements set forth in California Government Code Sections 65863.10 and 65863.11. Such notice requirements include: (i) a twelve (12) month notice to existing tenants, prospective tenants and Affected Public Agencies (as defined in California Government Code Section 65863.10(a)) prior to the expiration of the Term, (ii) a six (6) month notice requirement to existing tenants, prospective tenants and Affected Public Agencies prior to the expiration of the Term; (iii) a notice of an offer to purchase the Development to "qualified entities" (as defined in California Government Code Section 65863.11(d)), if the Development is to be sold within five (5) years of the end of the Term; (iv) a notice of right of first refusal within the one hundred eighty (180) day period that qualified entities may purchase the Development. 6.5 Covenants to Run With the Land. The County and Borrower hereby declare their express intent that the covenants and restrictions set forth in this Agreement run with the land, and bind all successors in title to the Development, provided, however, that on the expiration of the Term said covenants and restrictions expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Development or any portion thereof, is to be held conclusively to have been executed, delivered and accepted subject to the covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the County expressly releases such conveyed portion of the Development from the requirements of this Agreement. 6.6 Enforcement by the County. If Borrower fails to perform any obligation under this Agreement, and fails to cure the default within thirty (30) days after the County has notified Borrower in writing of the default, the County may enforce this Agreement by any or all of the 21 863\116\3870484.3 following actions, or any other remedy provided by law: (a) Calling the County Loan. The County may declare a default under the Loan Documents, accelerate the indebtedness evidenced by the Loan Documents, and proceed with foreclosure under the Deed of Trust. (b) Action to Compel Performance or for Damages. The County may bring an action at law or in equity to compel Borrower's performance of its obligations under this Agreement, and may seek damages. (c) Remedies Provided Under Loan Documents. The County may exercise any other remedy provided under the Loan Documents. 6.7 Anti-Lobbying Certification. (a) Borrower certifies, to the best of Borrower's knowledge or belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. (b) This certification is a material representation of fact upon which reliance was placed when the Loan Documents were made or entered into. Submission of this certification is a prerequisite for making or entering into the Loan Documents imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than Ten Thousand Dollars ($10,000) and no more than One Hundred Thousand Dollars ($100,000) for such failure. 6.8 Attorneys' Fees and Costs. In any action brought to enforce this Agreement, the prevailing party must be entitled to all costs and expenses of suit, including reasonable attorneys' fees. This section must be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute. 6.9 Recording and Filing. The County and Borrower shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Contra Costa. 22 863\116\3870484.3 6.10 Governing Law. This Agreement is governed by the laws of the State of California. 6.11 Waiver of Requirements. Any of the requirements of this Agreement may be expressly waived by the County in writing, but no waiver by the County of any requirement of this Agreement extends to or affects any other provision of this Agreement, and may not be deemed to do so. 6.12 Amendments. This Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title that is duly recorded in the official records of the County of Contra Costa. 6.13 Notices. Any notice requirement set forth herein will be deemed to be satisfied three (3) days after mailing of the notice first-class United States certified mail, postage prepaid, addressed to the appropriate party as follows: County: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attn: Assistant Deputy Director Borrower: 425 Civic Center, LP c/o Novin Development Corp. 1990 North California, Boulevard, Suite 800 Walnut Creek, CA 94596 Attn: Iman Novin, President Such addresses may be changed by notice to the other party given in the same manner as provided above. 6.14 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement will not in any way be affected or impaired thereby. 6.15 Multiple Originals; Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. 6.16 Revival of Agreement after Foreclosure. In the event there is a foreclosure of the Development, this Agreement will revive according to its original terms if, during the Term, the owner of record before the foreclosure, or deed in lieu of foreclosure, or any entity that includes the former owner or those with whom the former owner has or had family or business ties, obtains an ownership interest in the Development. 23 863\116\3870484.3 [remainder of page intentionally left blank] Signature page County Regulatory Agreement 863\116\3870484.3 WHEREAS, this Agreement has been entered into by the undersigned as of the date first written above. COUNTY: COUNTY OF CONTRA COSTA, a political subdivision of the State of California By: __________________ John Kopchik Director, Department of Conservation and Development Approved as to form: THOMAS L. GEIGER County Counsel By: Kathleen Andrus Deputy County Counsel [signatures continue on following page] Signature page County Regulatory Agreement 863\116\3870484.3 BORROWER: 425 CIVIC CENTER LP, a California limited partnership By: Trinity Center Walnut Creek, a California nonprofit public benefit corporation, its managing general partner By:____________________ Name: Susan Leslie Gleason Its: Executive Director By: NDC Contra Costa LLC, a California limited liability company, its administrative general partner By: Novin Development Corp. a California corporation, its sole member/manager By: ________________________________ Name: Iman Novin Its: President and CEO 863\116\3870484.3 STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ______________________________________ Name: ______________________________ Name: Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 863\116\3870484.3 STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ______________________________________ Name: ______________________________ Name: Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 863\116\3870484.3 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The land referred to is situated in the County of Contra Costa, City of Richmond, State of California, and is described as follows: Lots 22, 23, 24, 25, 26, 27, 28 and 29 in Block 17, as shown on the Map of "Nicholl Mac Donald Avenue Civic Center", filed October 29, 1912, in Map Book 8, Page 190, Contra Costa County Records. APN: 515-200-003-9 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1188 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE an allocation of $25,000 from the Livable Communities Trust and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract with Moraga Community Foundation for the Chalda Way and Rheem Boulevard Crosswalk Enhancement Project in the Town of Moraga, as recommended by Supervisor Andersen. (100% Livable Communities Trust funds, District II portion) Attachments:1. LCT Project List March19.25 Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Kopchik, Director, Conservation and Development Report Title:Allocation of Livable Communities Trust Fund District II ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: 1.ALLOCATE $25,000 from the Livable Communities Trust (District II portion)to the Moraga Community Foundation (MCF)for the Chalda Way and Rheem Boulevard Crosswalk Enhancement Project in the Town of Moraga, as recommended by Supervisor Andersen; and 2.AUTHORIZE the Conservation and Development Director,or designee,to enter into a contract with MCF in an amount not to exceed $25,000 for the Chalda Way and Rheem Boulevard Crosswalk Enhancement Project,subject to approval by the County Administrator and approved as to form by the County Counsel. FISCAL IMPACT: No General Fund impact.The $25,000 required for the contract will come from the District II allocation of the deposits into the Livable Community Trust.The current available balance in the District II portion of the fund is $1,502,050.67. BACKGROUND: The Livable Communities Trust (Trust) is a Special Revenue Mitigation Fund that was established by the Board of Supervisors on November 15, 2005, following the approval of the Camino Tassajara Combined General Plan Amendment Project, also known as the Alamo Creek and Intervening Property residential projects, and was required as a condition of approval. The Trust was established to implement the County’s Smart Growth Action Plan. The residential developers pay an $8,000 per unit fee (excluding the affordable housing portions of the projects) into the Trust. The Department of Conservation and Development administers the Trust. CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 2 powered by Legistar™ File #:25-1188,Version:1 On December 3, 2013, the Board of Supervisors determined that revenue from the Trust should be spent equally among supervisorial districts. At complete build-out, deposits to the Trust will total $8,448,000. As of February 6, 2025, the account has collected $8,376,000 in revenue fees, and $1,559,118.37 accrued interest with $3,596,619.73 remaining in uncommitted funds. The approved expenditures to date are attached. Chalda Way and Rheem Boulevard Crosswalk Enhancement Project With the support of and in coordination with the Town of Moraga, MCF has committed to raising $80,000 by May 2025 to help the Town of Moraga make crosswalk improvements, including pedestrian crossing with flashing lights to increase driver awareness on Rheem Blvd and Chalda Way, near existing and available on- street parking along Chalda Way. Construction is expected to be complete June 30, 2026. The crosswalk improvements will provide safe access and an improved connection to a key trailhead used by many Moraga residents and visitors to access the hiking trails and scenic views at Painted Rock, a popular recreational area in the Town of Moraga, and trails located on adjacent open space lands. Therefore, the use of the funds towards the Chalda Way and Rheem Boulevard Crosswalk Enhancement Project supports Smart Growth Action Plan number 4: To promote economic revitalization in urban infill communities. CONSEQUENCE OF NEGATIVE ACTION: Without the allocation of funds,the Moraga Crosswalk Improvements Project may not meet their fundraising goal by May 2025, delaying the proposed improvements to the project site. CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 2 powered by Legistar™ Liveable Communities Trust Fund List of Projects Project No.Board Date Grant Recipient Project Smart Growth Action Plan Goal District I District II District III District IV District V Total Expenditures* Remaining Balance Rate of Expenditure 1,834,549$ 434,973$ 450,000$ 1,753,977$ 1,615,000$ 3,428,777.49$ 2,659,721.15$ 56% 2025‐01 4/1/2025 Moraga Comm. Foundation Crosswalk Enhancement Projec 4. Economic Revitalization in Urban Infill Communities ‐$ 25,000$ ‐$ ‐$ ‐$ ‐$ 25,000.00$ 0% 2024‐15 12/17/2024 STS Academy Afterschool Tutorials and Transportation Support 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ $ 100,000 $ ‐ 100,000$ 0% 2024‐14 12/17/2024 Future Build Trades and Job Training for Career Readiness 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ $ 100,000 $ ‐ 100,000$ 0% 2024‐13 11/5/2024 Martinez Unified School District Academic & Social Support 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ $ 100,000 $ ‐ 100,000$ 0% 2024‐12 11/5/2024 John Swett Unified School District Academic & Social Support 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ $ 100,000 $ ‐ 100,000$ 0% 2024‐11 11/5/2024 Pittsburg Unified School District Academic & Social Support 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ $ 100,000 $ ‐ 100,000$ 0% 2024‐10 11/5/2024 Antioch Unified School District Antioch High School ‐ Academic & Social Support 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 100,000$ ‐$ 100,000$ 0% 2024‐09 11/5/2024 Pittsburg High School Marching Band Equipment & Uniforms 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 50,000$ ‐$ 50,000$ 0% 2024‐08 11/5/2024 Pittsburg Youth Development Center, Inc. Outreach Development & Recreational Activities 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 100,000$ ‐$ 100,000$ 0% 2024‐07 11/5/2024 Meals on Wheels Diablo Region Meals on Wheels 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 100,000$ ‐$ 100,000$ 0% 2024‐06 11/5/2024 Food Bank of Contra Costa & Solano Collaborative Food Distribution Program 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 100,000$ ‐$ 100,000$ 0% 2024‐05 11/5/2024 Los Medanos College Foundation Community Facility Fees Support 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 50,000$ ‐$ 50,000$ 0% Liveable Communities Trust Fund List of Projects 2024‐04 11/5/2024 Los Medanos College Foundation Veterans Student Support Services 4. Economic Revitalization in Urban Infill Communities $ ‐ $ ‐ $ ‐ $ ‐ 50,000$ ‐$ 50,000$ 0% 2024‐03 11/5/2024 Los Medanos College Foundation LMC Child Development Center/Adult Learner Asst. 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ ‐$ 100,000$ ‐$ 100,000$ 0% 2024‐02 11/5/2024 Los Medanos College Foundation Technology Upgrades, Classroom & Laboratory Imp. 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ ‐$ 200,000$ ‐$ 200,000$ 0% 2024‐01 8/6/2024 PWD Montalvin Manor Park 3. Innovative land use planning: mixed use & infill development 68,000$ ‐$ ‐$ ‐$ ‐$ ‐$ 68,000$ 0% 2023‐04 11/28/2023 PWD SRV ‐ Street Smarts 7/1/23‐6/30/25 5. Fund transit & other transportation improvements which foster smart growth ‐$ 40,000$ ‐$ ‐$ ‐$ ‐$ 40,000$ 0% 2023‐03 10/3/2023 PWD La Serena Ave Intersection Study 5. Fund transit & other transportation improvements which foster smart growth ‐$ 5,515$ ‐$ ‐$ ‐$ 5,498.14$ 16.86$ 100% 2023‐02 6/27/2023 Danville Area Chamber of Commerce Women's Enterprise Initiative 4. Economic Revitalization in Urban Infill Communities ‐$ 10,000$ ‐$ ‐$ ‐$ 7,248.28$ 2,751.72$ 72% 2023‐01 2/7/2023 YES Nature to Neighborhoods YES Nature to Neighborhoods Non‐ Construction Design 4. Economic Revitalization in Urban Infill Communities 150,000$ ‐$ ‐$ ‐$ ‐$ 88,547.07$ 61,452.93$ 59% 2022‐13 11/1/2022 CCTA Northern Waterfront Ferry 5. Fund transit & other transportation improvements which foster smart growth ‐$ ‐$ ‐$ ‐$ 40,000$ 40,000$ ‐$ 100% 2022‐12 10/11/2022 PWD Pedestrian Signage ‐ Blackhawk Rd 5. Fund transit & other transportation improvements which foster smart growth ‐$ 6,000$ ‐$ ‐$ ‐$ 6,000$ ‐$ 100% 2022‐10 10/4/2022 Choice in Aging Aging in Place Campus 2. Construct, develop, or renovate affordable housing to meet regional housing goals ‐$ ‐$ ‐$ 490,590$ ‐$ 133,426.36$ 357,163.64$ 27% 2022‐09 9/20/2022 Monument Crisis Center Family Resource Center 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ 250,000$ ‐$ 100,000$ 150,000$ 40% Liveable Communities Trust Fund List of Projects 2022‐08 6/21/2022 City of Orinda Orinda Park Master Plan ‐ Conceptual Design Update 3. Innovative land use planning: mixed use & infill development ‐$ 25,000$ ‐$ ‐$ ‐$ ‐$ 25,000$ 0% 2022‐07 6/21/2022 The Lafayette Park Trust Lafayette Theater Project 3. Innovative land use planning: mixed use & infill development ‐$ 25,000$ ‐$ ‐$ ‐$ 25,000$ ‐$ 100% 2022‐06 6/21/2022 Moraga Community Foundation Moraga Commons Enhancement 4. Economic Revitalization in Urban Infill Communities ‐$ 25,000$ ‐$ ‐$ ‐$ 25,000$ ‐$ 100% 2022‐05 5/10/2022 PWD SRV Street Smarts ‐ 2022/23 5. Fund transit & other transportation improvements which foster smart growth ‐$ 20,000$ ‐$ ‐$ ‐$ 20,000$ ‐$ 100% 2022‐04 5/10/2022 PWD SRV Street Smarts ‐ 2021/22 4. Economic Revitalization in Urban Infill Communities ‐$ 20,000$ ‐$ ‐$ ‐$ 20,000$ ‐$ 100% 2022‐03 5/10/2022 Clayton Community Foundation Misc. Library Programs 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ 250,000$ ‐$ 100,000$ 150,000$ 40% 2022‐02 5/10/2022 Walnut Creek Library Foundation Misc. Library Programs 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ 250,000$ ‐$ 100,000$ 150,000$ 40% 2022‐01 5/10/2022 Pleasant Hill Library Foundation Misc. Library Programs 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ 250,000$ ‐$ 250,000$ ‐$ 100% 2020‐02 12/15/2020 PWD SRV Street Smarts ‐ 2020/21 5. Fund transit & other transportation improvements which foster smart growth ‐$ 10,000$ ‐$ ‐$ ‐$ 10,000$ ‐$ 100% 2020‐01 9/22/2020 Community HSG Dev. Corp. NR Heritage Point Commercial 4. Economic Revitalization in Urban Infill Communities 505,336$ ‐$ ‐$ ‐$ ‐$ ‐$ 505,336$ 0% 2019‐08 10/22/2019 PWD SRV Street Smarts ‐ 2019/20 5. Fund transit & other transportation improvements which foster smart growth ‐$ 20,000$ ‐$ ‐$ ‐$ 20,000$ ‐$ 100% 2019‐07 7/30/2019 DCD District V Code Enforcement 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ ‐$ 100,000$ 100,000$ ‐$ 100% Liveable Communities Trust Fund List of Projects 2019‐06 7/30/2019 PWD PWD ‐ Beautification Bay Point 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ ‐$ 50,000$ 50,000$ ‐$ 100% 2019‐05 7/30/2019 Sheriff's Office Bay Point Resident Deputy Program 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ ‐$ 200,000$ 200,000$ ‐$ 100% 2019‐04 6/18/2019 Innovation Tri Valley 2040 Tri Valley Vision Plan Investment 3. Innovative land use planning: mixed use & infill development ‐$ 10,000$ ‐$ ‐$ ‐$ 10,000$ ‐$ 100% 2019‐03 3/26/2019 RYSE Center RYSE Center Capital Expansion 4. Economic Revitalization in Urban Infill Communities 51,174$ ‐$ ‐$ ‐$ ‐$ 51,174$ ‐$ 100% 2019‐02 3/26/2019 PWD RYSE Acq. ‐ Phase 2 4. Economic Revitalization in Urban Infill Communities 42,500$ ‐$ ‐$ ‐$ 42,500$ ‐$ 100% 2019‐01 1/15/2019 PWD Friends of the El Sobrante Library 4. Economic Revitalization in Urban Infill Communities 15,045$ ‐$ ‐$ ‐$ ‐$ 15,045$ ‐$ 100% 2018‐07 12/18/2018 Choice in Aging Infrastructure Workforce Development 1. Clean up land for redevelopment and create jobs near existing housing.‐$ ‐$ ‐$ 13,200$ ‐$ 13,200$ ‐$ 100% 2018‐06 12/4/2018 PWD SRV Street Smarts ‐ 2018/19 5. Fund transit & other transportation improvements which foster smart growth ‐$ 20,000$ ‐$ ‐$ ‐$ 20,000$ ‐$ 100% 2018‐05 6/12/2018 PWD RYSE Acq. ‐ Phase 1 4. Economic Revitalization in Urban Infill Communities 25,000$ ‐$ ‐$ ‐$ ‐$ 25,000$ ‐$ 100% 2018‐04 3/27/2018 Innovation Tri Valley Tri Valley Rising Report 3. Innovative land use planning: mixed use & infill development ‐$ 10,000$ ‐$ ‐$ ‐$ 10,000$ ‐$ 100% 2018‐03 3/27/2018 PWD Newell Avenue Pathway 5. Fund transit & other transportation improvements which foster smart growth ‐$ 75,000$ ‐$ ‐$ ‐$ 75,000$ ‐$ 100% 2018‐02 2/27/2018 H3 Contra Costa Housing Security Fund 2. Construct, develop, or renovate affordable housing to meet regional housing goals ‐$ 10,000$ ‐$ ‐$ ‐$ 10,000$ ‐$ 100% 2018‐01 1/16/2018 PWD SRV Street Smarts ‐ 2017/18 5. Fund transit & other transportation improvements which foster smart growth ‐$ 20,000$ ‐$ ‐$ ‐$ 20,000$ ‐$ 100% 2017‐03 9/19/2017 Garden Park Apartments Community Garden Park Apartments 2. Construct, develop, or renovate affordable housing to meet regional housing goals ‐$ ‐$ ‐$ 125,000$ ‐$ 125,000$ ‐$ 100% Liveable Communities Trust Fund List of Projects 2017‐02 3/14/2017 Mobility Matters Rides for Veterans 5. Fund transit & other transportation improvements which foster smart growth ‐$ 33,458$ ‐$ 50,187$ ‐$ 83,645$ ‐$ 100% 2017‐01 3/7/2017 Aglantis Agra Tech Solar Light Greenhouse 4. Economic Revitalization in Urban Infill Communities ‐$ ‐$ ‐$ 25,000$ 25,000$ 50,000$ ‐$ 100% 2016‐03 12/20/2016 DCD Agriculture Policy Study 3. Innovative land use planning: mixed use & infill development ‐$ ‐$ 150,000$ ‐$ ‐$ 150,000$ ‐$ 100% 2016‐02 12/20/2016 DCD Marsh Creek Trail 5. Fund transit & other transportation improvements which foster smart growth ‐$ ‐$ 250,000$ ‐$ ‐$ 250,000$ ‐$ 100% 2016‐01 6/14/2016 CHDC Heritage Point Apartments 2. Construct, develop, or renovate affordable housing to meet regional housing goals 927,494$ ‐$ ‐$ ‐$ ‐$ 927,494$ ‐$ 100% 2013‐01 10/22/2013 DCD Northern Waterfront 4. Economic Revitalization in Urban Infill Communities 50,000$ 50,000$ 50,000$ 50,000$ 50,000$ 250,000$ ‐$ 100% 1,834,549$ 434,973$ 450,000$ 1,753,977$ 1,615,000$ 3,428,777.49$ 2,659,721.15$ 56% * Reflects expenditures made by DCD, including payments to other County departments or non‐profit organizations. 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1189 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE modifications to contingencies related to an award of FY 2022/23 Permanent Local Housing Allocation funds and FY 2024/25 Measure X funds for the Choice in Aging Senior Housing Project located at 490 Golf CLub Road in Pleasant Hill, as recommended by the Conservation and Development Director. (100% State and Local funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Kopchik, Director, Conservation and Development Report Title:APPROVE Modifications to Contingencies related to an award of Measure X and PLHA Funds for the Choice in Aging Senior Housing Project in Pleasant Hill ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE modifications to contingencies related to an award of FY 2022/23 Permanent Local Housing Allocation (PLHA) funds and FY 2024/25 Measure X funds for the Choice in Aging Senior Housing Project located at 490 Golf Club Road in Pleasant Hill, as recommended by the Conservation and Development Director. FISCAL IMPACT: No General Fund Impact. PLHA funds are provided to the County as a grant on a formula application basis through the State’s Department of Housing and Community Development. Measure X Housing funds are part of the County General fund and derive from a countywide, 20-year, ½ cent sales tax approved by Contra Costa County voters on November 3, 2020. BACKGROUND: On June 7, 2022, the Board of Supervisors (Board) awarded Satellite Affordable Housing Associates (SAHA) $1,000,000 in Fiscal Year 2022/2023 Permanent Local Housing Allocation (PLHA) funds for the Choice in Aging Senior Housing project located at 490 Golf Club Road in Pleasant Hill, CA. The project is for the new construction of 82 units, including one manager’s unit, of permanent supportive housing for seniors 62 years of age and over. The project will include set-aside units for homeless veterans and chronically homeless veterans and will provide onsite supportive services for tenants. The allocation of FY 2022/2024 PLHA funds was contingent upon the following: CONTRA COSTA COUNTY Printed on 5/29/2025Page 1 of 3 powered by Legistar™ File #:25-1189,Version:1 1.PLHA funds committed, as evidenced by an executed loan, by August 31, 2024. 2.Confirmation that the project's financials are in compliance with the County's Affordable Housing Program Guidelines. State regulations require timely commitment and expenditure of PLHA funds and project occupancy. Project milestones will be required to be included within the executed development loan agreement. Typical milestones include but are not limited to building permit approval, bid package advertising, commencement of construction, completion of construction, and occupancy of the units. On June 25, 2024, the Board awarded SAHA $7,931,542 in Fiscal Year 2024/2025 Measure X Housing Funds as the final amount of funding needed prior to applying for tax credits. The project applied for tax credits in August 2025 but was unsuccessful in obtaining an award. The allocation of Measure X funds was contingent upon the following: 1.All other financing commitments secured by December 31, 2024. 2.FY 2024/25 Measure X funds committed, as evidenced by an executed loan, by August 31, 2025. Measure X funds will be recaptured by January 2025 if significant progress is not being made to meet the August 31, 2025, commitment deadline. 3.An award of $7,931,542 in MX funds will require 40 Measure X units (as further specified). 4.Confirmation that the project’s financials are compliant with the County’s Affordable Housing Program Guidelines. SAHA has been diligently seeking funding from various sources and has been submitting applications for various State of California (State) funding sources. They were successful in obtaining funding awards from the State Housing and Community Development’s Veterans Housing and Homelessness Program (VHHP), City of Pleasant Hill, and has an award of 51 HUD project-based vouchers. Unfortunately, SAHA learned in February that they were unsuccessful in obtaining an award of HUD 202 funds. They will be applying for additional funds from the State’s SuperNOFA which has an application deadline of April 15, 2025. Modified Contingencies: SAHA had requested legal documents to execute the PLHA predevelopment loan with the County prior to the contingency deadline. However, since they had filed their tax credit application after the County’s award of Measure X Housing funds, the County determined it would be more efficient to wait for the tax credit award prior to preparing legal documents because it would be administratively inefficient to prepare two sets of loan documents in succession. As tax credits were not awarded to the project in 2024, SAHA could not meet the contingency deadlines for both PLHA and Measure X awards. SAHA has requested modifications to the Measure X contingencies as additional financing commitments are being sought to fill the financing gap to be eligible for an award of tax credits in 2025. The County’s Department of Conservation (DCD) staff recommends the following revised contingencies to give the developer more time to seek additional funding: 1.All other financing commitments are secured by December 31, 2025. 2.Measure X and PLHA funds committed, as evidenced by an executed loan, by August 31, 2026. Measure X and PLHA funds will be recaptured by September 1, 2026, if significant progress is not being made to meet the August 31, 2025, commitment deadline. 3.Confirmation that the project's financials are in compliance with the County's Affordable Housing CONTRA COSTA COUNTY Printed on 5/29/2025Page 2 of 3 powered by Legistar™ File #:25-1189,Version:1 Program Guidelines. Recommendations related to the Measure X Housing fund and PLHA funds are typically made by the Affordable Housing Finance Committee (AHFC) with a recommendation to the Board for approval. The AHFC usually meets once or twice each year or as needed to review other off-cycle items. Due to the timing needs of the proposed project as well as the upcoming deadlines for State SuperNOFA applications, (DCD) staff is bringing this recommendation directly to the Board. CONSEQUENCE OF NEGATIVE ACTION: If the modifications to the contingencies are not approved, it would jeopardize the award of Measure X Housing and PLHA funds to the Choice in Aging project and possibly delay or prevent the development of the project if they are unable to successfully apply for State funds and tax credits in 2025. The extension of the contingency to obtain all funding for the project by the end of 2025 will allow staff time to find an additional viable affordable housing project to award the Measure X Housing and PLHA funds to expend the funds in another project and to meet the PLHA program’s expenditure and unit occupancy timeline. CONTRA COSTA COUNTY Printed on 5/29/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1190 Name: Status:Type:Consent Item Passed File created:In control:1/15/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:RATIFY execution of a Subordination Agreement and Estoppel Certificate to a new bank loan for the Acalanes Court development located at 1988 Trinity Avenue, Walnut Creek, as recommended by the Conservation and Development Director. (No fiscal impact) Attachments:1. Estoppel Certificate, 2. County Subordination Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:John Kopchik, Director, Conservation and Development Report Title:Ratify execution of Subordination Agreement and Estoppel Certificate for the Acalanes Court project in Walnut Creek ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: RATIFY approval of the execution of a Subordination Agreement and Estoppel Certificate to a new bank loan for the Acalanes Court development located at 1988 Trinity Avenue, Walnut Creek. FISCAL IMPACT: There will be no fiscal impact. BACKGROUND: In 2005, the County entered into a HOME loan agreement for $1,064,000 with Satellite Affordable Housing Associates (SAHA) for the construction of the Trinity Avenue Apartments, which was later renamed to Acalanes Court. The executed legal documents included a County Subordination Agreement to a $676,000 loan provided by the California Community Reinvestment Corporation (CCRC). The City of Walnut Creek (City) also provided a loan for this project and subordinated their loan to CCRC’s original loan. The City, County, and SAHA also executed an Intercreditor Agreement as part of the legal documents in 2005. The $676,000 CCRC bank loan was due in November 2024 with a balloon payment of $450,000. SAHA was able to get two extensions to this original CCRC loan, and the initial extension deadline to pay the remaining principal of the loan was to be by January 31, 2025. CCRC provided SAHA with a bridge loan to pay off the remaining principal from the original loan, but the bank required the County and City to subordinate to the new CONTRA COSTA COUNTY Printed on 6/3/2025Page 1 of 2 powered by Legistar™ File #:25-1190,Version:1 CCRC bridge loan. The Department of Conservation and Development (DCD) staff along with County Counsel reviewed a draft subordination agreement provided by CCRC for the new CCRC loan and worked with CCRC and SAHA on the final subordination agreement document language. Due to the short turnaround timeframe and the limited number of Board meetings scheduled prior to the end of January 2025, DCD executed the County Counsel approved subordination document to assist SAHA with the refinancing and to meet the deadline (January 31, 2025) of the original CCRC loan. The City also subordinated their loan to the new CCRC loan and prepared an Estoppel Certificate that acknowledges that the new CCRC loan and new subordination agreements do not affect the rights and obligations of the City, County, and SAHA under the 2005 Intercreditor Agreement. Due to delays by CCRC, the loan closing for the new loan closed on Wednesday, February 19, 2025, which included the new County subordination agreement that subordinates the County’s HOME loan to the new CCRC loan. The attached Estoppel Certificate was prepared by the City, reviewed and approved by DCD staff and County Counsel, and executed concurrently with the new County Subordination Agreement. Both the County Subordination Agreement to the new loan and the Estoppel Certificate are attached as exhibits to this report. CONSEQUENCE OF NEGATIVE ACTION: This action to ratify approval of the executed Subordination Agreement is necessary to accept the action taken due to the availability of meeting dates prior to the new loan closing deadline. If the County Subordination Agreement was not executed, then the bank would not have entered into a new loan and the original bank loan to the borrower would be in default. If the bank declared default, then there would have been a potential loss of affordable units in the county and the loss of the County’s HOME loan to the borrower. CONTRA COSTA COUNTY Printed on 6/3/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025-94 Name: Status:Type:Consent Resolution Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-94 authorizing the issuance and sale of "Pittsburg Unified School District, General Obligation Bonds, Election of 2024, Series A (2025)" in an amount not to exceed $45,000,000 by the Pittsburg Unified School District on its own behalf pursuant to Sections 15140 and 15146 of the Education Code, as permitted by Section 53508.7(c) of the Government Code, as recommended by the County Administrator. Attachments:1. District Resolution, 2. Resolution 2025-94 Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To: Board of Supervisors From:Monica Nino, County Administrator Report Title:Pittsburg Unified School District - Election of 2024 General Obligation Bonds, Series A (2025) ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution No. 2025-94 authorizing the issuance and sale of "Pittsburg Unified School District, General Obligation Bonds, Election of 2024, Series A (2025)" in an amount not to exceed $45,000,000 by the Pittsburg Unified School District on its own behalf pursuant to Sections 15140 and 15146 of the Education Code, as permitted by Section 53508.7(c) of the Government Code. FISCAL IMPACT: There is no fiscal impact to the County. BACKGROUND: The Pittsburg Unified School District intends to issue new General Obligation bonds to fund capital improvements throughout the District. The District has requested that the Board of Supervisors adopt a resolution authorizing the direct issuance and sale of the bonds by the District on its own behalf as authorized by Section 15140(b) of the Education Code. On March 19, 2025, the District adopted a resolution authorizing the issuance of up to $45,000,000 (attached) for the sale and issuance of new bonds, which was approved by the voters as part of a bond measure (Measure P) listed on the November 5, 2024 ballot. Measure P authorized an aggregate principal bond issuance authority of up to $140,000,000. The ballot measure cited several capital projects that the District is in need of funding, including the repair, upgrade and expansion of local schools; fixing leaky roofs; improving safety, security and accessibility for students with disabilities; updating classrooms and labs for math, reading, writing and science as well as the CONTRA COSTA COUNTY Printed on 6/3/2025Page 1 of 4 powered by Legistar™ File #:RES 2025-94,Version:1 prevention of student overcrowding. The District has not previously issued bonds under the Measure P authority. Following today’s authorization of $45,000,000 in Series A bonds, the District would have $95,000,000 of bond authority remaining under Measure P. The School District would need to return to the Board of Supervisors at a future date to take a similar action to authorize a subsequent bond issuance for the remaining bonding authority. CONSEQUENCE OF NEGATIVE ACTION: Without the Contra Costa County Board of Supervisors authorization, the School District would not be able to issue the bonds. THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CONSENTING TO AND AUTHORIZING THE PITTSBURG UNIFIED SCHOOL DISTRICT TO ISSUE ITS GENERAL OBLIGATION BONDS, ELECTION OF 2024, SERIES A (2025) RESOLVED by the Board of Supervisors (the “Board”)of Contra Costa County (the “County”),State of California: WHEREAS,sections 53506 et seq.of the California Government Code,including section 53508.7 thereof, provide that a California public school district may issue and sell bonds on its own behalf at a private sale pursuant to sections 15140 and 15146 of the California Education Code; WHEREAS,section 15140(b)of the California Education Code provides that the board of supervisors of county may authorize California public school district in the county to issue and sell its own bonds without the further action of the board of supervisors or officers of the county; WHEREAS,the Board of Trustees of the Pittsburg Unified School District (the “District”),a California public school district under the jurisdiction of the County,has heretofore adopted and filed with the Clerk of this Board,a resolution (the “District Resolution”)providing for the issuance and sale of its Pittsburg Unified School District to issue its General Obligation Bonds,Election of 2024,Series A (2025)in an amount not to exceed $45,000,000 (the “2025 Bonds”), through negotiated sale pursuant to sections 53506 et seq. of the California Government Code; and WHEREAS,it has been requested on behalf of the District that this Board consent to such issuance of the 2025 Bonds and authorize the District to issue and sell the 2025 Bonds on its own behalf at a negotiated sale pursuant to sections 15140 and 15146 of the California Education Code as permitted by section 53508.7 of the California Government Code and the terms set forth in the District Resolution; NOW,THEREFORE,BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa,State of California, as follows: Section 1.Recitals. All of the foregoing recitals are true and correct. Section 2.Consent and Authorization of Negotiated Sale.This Board hereby consents to and authorizes the issuance and negotiated sale by the District on its own behalf of the 2025 Bonds pursuant to sections 15140 and 15146 of CONTRA COSTA COUNTY Printed on 6/3/2025Page 2 of 4 powered by Legistar™ File #:RES 2025-94,Version:1 issuance and negotiated sale by the District on its own behalf of the 2025 Bonds pursuant to sections 15140 and 15146 of the California Education Code,as permitted by section 53508.7 of the California Government Code and the terms and conditions set forth in the District Resolution.This consent and authorization set forth herein shall only apply to the 2025 Bonds. Section 3.Source of Payment.The County acknowledges receipt of the District Resolution as adopted and the requests made by the District to levy collect and distribute ad valorem tax revenues pursuant to section 15250 et seq.of the California Education Code to pay for principal of and interest on the 2025 Bonds when and if sold.Correspondingly, and subject to the issuance and sale of the 2025 Bonds and transmittal of information concerning the debt service requirements thereof to the appropriate County officers,there shall be levied by the County on all of the taxable property in the District in addition to all other taxes,a continuing direct ad valorem tax annually during the period the 2025 Bonds are outstanding commencing with fiscal year 2025-26 in an amount sufficient to pay the principal of and interest on the 2025 Bonds when due which tax revenues when collected will be placed in the Interest and Sinking Fund of the District, as defined in the District Resolution,which Interest and Sinking Fund has been irrevocably pledged for the payment of the principal of and interest on the 2025 Bonds when and as the same fall due.The monies in the Interest and Sinking Fund,to the extent necessary to pay the principal of and interest on the 2025 Bonds as the same become due and payable, shall be transferred by the County to the Paying Agent,as defined in the District Resolution,as necessary to pay the principal of and interest on the 2025 Bonds as set out in California law and in the District Resolution . Section 4.Approval of Actions.Officers of the Board and County officials and staff are authorized to do any and all things and are hereby authorized and directed jointly and severally to execute and deliver any and all documents which they may deem necessary or advisable in order to assist the District with the issuance of the 2025 Bonds and otherwise carry out,give effect to and comply with the terms and intent of this Resolution.Such actions heretofore taken by such officers, officials and staff are hereby ratified confirmed and approved. Section 5.Indemnification of County.The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless,to the extent permitted by law,the County and its officers and employees (“Indemnified Parties”),against any and all losses,claims,damages or liabilities,joint or several,to which such Indemnified Parties may become subject because of action or inaction related to the adoption of this resolution,or related to the proceedings for sale,award,issuance and delivery of the 2025 Bonds in accordance herewith and with the District Resolution and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 6.Limited Responsibility for Official Statement.Neither the Board nor any officer of the County has prepared or reviewed the official statement of the District describing the 2025 Bonds (the “Official Statement”)and this Board and the various officers of the County take no responsibility for the contents or distribution thereof;provided, however,that solely with respect to a section contained or to be contained therein describing the County’s investment policy,current portfolio holdings and valuation procedures,as they may relate to funds of the District held by the County Treasurer-Tax Collector,the County Treasurer-Tax Collector is hereby authorized and directed to prepare and review such information for inclusion in the Official Statement and in a preliminary official statement,and to certify in writing prior to or upon the issuance of the 2025 Bonds that the information contained in such section does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein in the light of the circumstances under which they are made not misleading. Section 7.Limited Liability.Notwithstanding anything to the contrary contained herein,in the 2025 Bonds or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the 2025 Bonds shall be payable solely from the moneys of the District available therefore as set forth in the District Resolution and herein. Section 8.Effective Date. This Resolution shall take effect immediately upon its passage. * * * * * * * * * * I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra CONTRA COSTA COUNTY Printed on 6/3/2025Page 3 of 4 powered by Legistar™ File #:RES 2025-94,Version:1 I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 1st day of April, 2025, by the following vote: AYES, and in favor of, Supervisors: NOES, Supervisors: ABSENT, Supervisors: By Chair, Board of Supervisors ATTEST: By Clerk of the Board of Supervisors CONTRA COSTA COUNTY Printed on 6/3/2025Page 4 of 4 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1191 Name: Status:Type:Consent Item Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:AUTHORIZE and APPROVE the County Administrator, or designee, to execute a construction contract with Sletten Construction Company, a Montana Corporation, in the amount of $19,980,000 for the construction of 56 ADA accessible beds, associated ADA compliant path of travel and other ADA improvements as part of the West County Accessible Room Conversion (WARC) project. (100% General Fund) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Monica Nino, County Administrator Report Title:West County Accessible Room (WARC) Project Construction Contract ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: AUTHORIZE and APPROVE the County Administrator, or designee, to execute a construction contract, once approved as to form by County Counsel, with Sletten Construction Company, a Montana Corporation, in the amount of $19,980,000 for the construction of 56 ADA accessible beds, associated ADA compliant path of travel and other ADA improvements as part of the West County Accessible Room Conversion (WARC) project. (100% General Fund) FISCAL IMPACT: Funding for this project was partially allocated in FY24-25 capital budget allocation ($6.8 million) with the remaining funds ($13.2 million) allocated in the proposed FY25-26 annual capital budget allocation. BACKGROUND: Contra Costa County has been working to increase the number of ADA accessible beds, and the associated ADA support facilities such as showers, bathrooms, and paths of travel, across the detention system. Projects such as the Module M conversion in the Martinez Detention Facility and new construction of the West County Reentry, Treatment and Housing (WRTH) project have already added ADA accessible beds to the system. However, the County system is still below the number of ADA beds needed for the overall size of the detention system. This project will not only eliminate the shortfall of ADA beds but increase the available ADA bed count to 14 more beds than currently required. This is recommended for two reasons. The first is that the need CONTRA COSTA COUNTY Printed on 6/3/2025Page 1 of 2 powered by Legistar™ File #:25-1191,Version:1 for ADA accessible facilities is projected to increase faster than the code changes allowing the County facilities to stay in compliance for longer before requiring additional modification. The second is that the County can get some economies of scale by grouping conversions into larger projects and this represents an opportunity to get more total ADA beds at a smaller incremental unit cost. It should be further noted that this project is converting existing rooms and thereby lowering bed count in the system overall as 56 two person rooms will be converted to 28 two person ADA compliant rooms lowering the overall detention system capacity by 56 beds. This conforms to the Board of Supervisor’s direction to continue improving access to ADA compliant facilities without increasing detention system capacity. CONSEQUENCE OF NEGATIVE ACTION: WithoutthisactiontheCountywouldremainbelowtheappropriatenumberofADAaccessiblebedsneededfortheCounty- wide detention system and would likely face increased costs to build these facilities in the future. CONTRA COSTA COUNTY Printed on 6/3/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1192 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE amendments to the List of Designated Positions of the Health Services Department's Conflict of Interest Code, as recommended by County Counsel. Attachments:1. Exhibit A - List of Designated Positions, 2. Exhibit B - List of Designated Positions - REDLINED Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Thomas L. Geiger, County Counsel Report Title:Conflict of Interest Code Amendment for the Health Services Department ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE amendments to the List of Designated Positions of the Health Services Department’s Conflict of Interest Code. FISCAL IMPACT: None. BACKGROUND: The Health Services Department has amended Exhibit A - List of Designated Positions of its Conflict of Interest Code and submitted the revised List of Designated Positions, attached as Exhibit A, to the Board of Supervisors for approval pursuant to Government Code sections 87306 and 87306.5. The recommended changes include the addition and elimination of positions designated to file conflict of interest statements. These changes will ensure that the Conflict of Interest Code accurately reflects the current positions and organizational structure in use by the Department. A red-lined version of the List of Designated Positions is included as Exhibit B. CONSEQUENCE OF NEGATIVE ACTION: None. cc:Monica Nino, Clerk of the Board of Supervisors; Kurtis C. Keller, Deputy County Counsel; Anna Roth, CONTRA COSTA COUNTY Printed on 6/3/2025Page 1 of 2 powered by Legistar™ File #:25-1192,Version:1 Director, Health Services Department CONTRA COSTA COUNTY Printed on 6/3/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1193 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE amendments to the List of Designated Positions of the Office of the District Attorney's Office Conflict of Interest Code, as recommended by County Counsel. Attachments:1. Exhibit A - List of Designated Positions, 2. Exhibit B - List of Designated Positions - REDLINED Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Thomas L. Geiger, County Counsel Report Title:Conflict of Interest Code Amendment for the Office of the District Attorney ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE amendments to the List of Designated Positions of the Office of the District Attorney’s Conflict of Interest Code. FISCAL IMPACT: None. BACKGROUND: The Office of the District Attorney has amended the List of Designated Positions of its Conflict of Interest Code and submitted the revised List of Designated Positions, attached as Exhibit A, to the Board of Supervisors for approval pursuant to Government Code sections 87306 and 87306.5. The recommended changes include the addition of one position and the renaming of other positions designated to file conflict of interest statements. These changes will ensure that the Conflict of Interest Code accurately reflects the current positions and organizational structure in use by the Office. A red-lined version of the List of Designated Positions is included as Exhibit B. CONSEQUENCE OF NEGATIVE ACTION: None. cc:Monica Nino, Clerk of the Board of Supervisors; Kurtis C. Keller, Deputy County Counsel; Diana CONTRA COSTA COUNTY Printed on 6/3/2025Page 1 of 2 powered by Legistar™ File #:25-1193,Version:1 Becton, District Attorney CONTRA COSTA COUNTY Printed on 6/3/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1194 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the County Counsel, or designee, to execute a contract amendment with Sophus Consulting, to increase the payment limit by $100,000 to a new payment limit of $298,414, for additional case management software implementation services, with no change in the term ending June 20, 2025.(100% General Fund) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Thomas L. Geiger, County Counsel Report Title:Contract Amendment with Sophus Consulting ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the County Counsel, or designee, to execute a contract amendment with Sophus Consulting, to increase the payment limit by $100,000 to a new payment limit of $298,414, for additional case management software implementation services, with no change in the term ending June 30, 2025. (100% General Fund) FISCAL IMPACT: Approval of this contract amendment will result in additional expenditures of up to $100,000 for a contract total of $298,414. BACKGROUND: The County Counsel’s Office is implementing a new, integrated document management system to replace its separate timekeeping, calendaring and case file management systems. The system is scheduled to go live in mid-April 2025. The new ProLaw Case Management system will substantially streamline operations by simplifying procedures and significantly reducing the time spent entering data across multiple platforms. Sophus Consulting is providing consulting services to implement the system. Additional consulting services are necessary to fully implement the new system. Contractor will provide a software upgrade, complete all scoped work, and provide additional training. CONSEQUENCE OF NEGATIVE ACTION: CONTRA COSTA COUNTY Printed on 6/3/2025Page 1 of 2 powered by Legistar™ File #:25-1194,Version:1 If this contract is not approved, Sophus Consultants will not provide the services needed to complete the implementation of the ProLaw program. CONTRA COSTA COUNTY Printed on 6/3/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1185 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the District Attorney, a purchase order and related license agreement with Amped Software USA., Inc. in an amount not to exceed $2,475 for the continued usage of a proprietary forensic image and video processing software for investigative purposes for the period April 1, 2025 through March 31, 2026. (100% General Fund) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Diana Becton, District Attorney Report Title:Purchase Order and Purchased License Agreement with Amped Software USA., Inc. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent or designee to execute, on behalf of the District Attorney, a purchase order and related purchased license agreement with Amped Software USA., Inc. in an amount not to exceed $2,475 for the continued usage of a proprietary forensic image and video processing software for investigative purpose for the period April 1, 2025 through March 31, 2026. FISCAL IMPACT: Approval of this action will result in expenditures of up to $2,475 which has been included in the Department’s FY24-25 Budget. BACKGROUND: The District Attorney’s Office uses a proprietary forensic image and video processing software AMPED 5 to convert, restore, enhance, measure and present digital media (all in one package). District Attorney employees use the software to prepare and clarify video for jury trial as well assist outside agencies in their investigations. The software also generates a report at the end to show what was done to the final production video. Approval of the Purchased License Agreement will allow the District Attorney’s Office to continue to use this forensic software for investigative purposes. This Purchased License Agreement includes indemnification for the licensor to hold licensee harmless from any claims arising out of the performance under this agreement. CONSEQUENCE OF NEGATIVE ACTION: Without executing the Purchased License Agreement with Amped Software USA., Inc, the District Attorney’s Office cannot continue to utilize the forensic image and video processing software for investigative purposes. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1185,Version:1 CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1186 Name: Status:Type:Consent Item Passed File created:In control:3/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the District Attorney, or designee, to execute a Participation License Agreement with Pacific Coast Farmers’ Market Association for conducting community outreach on April 8, 2025 during the 2025 National Crime Victims’ Rights Week. (100% State) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Diana Becton, District Attorney Report Title:Outreach at Concord Farmers’ Market during 2025 National Crime Victims' Rights Week ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the District Attorney, or designee, to execute a Participation License Agreement with Pacific Coast Farmers’ Market Association for conducting a community outreach on April 8, 2025 during the 2025 National Crime Victims’ Rights Week. FISCAL IMPACT: Two Victim Witness Assistance Specialists from the District Attorney’s Office will conduct an outreach at the Concord Farmers’ Market on April 8, 2025. The two DA employees are funded 100% by the State’s Victim Witness Assistance Grant. BACKGROUND: The 2025 National Crime Victims’ Rights Week is April 6th through the 12th this year. The Contra Costa County District Attorney’s Office’s Victim Witness Assistance Unit would like to participate in the Concord Farmers’ Market on Tuesday, April 8th, 2025 to conduct an outreach to help increase awareness around victims’ rights and to share information regarding services available to people in the community that have been impacted by crime. The District Attorney’s Victim Witness Assistance Program staff will share resources and provide information at the event to help support crime survivors. In order to participate in the Concord Farmers’ Market, the District Attorney’s Office needs to execute a Participation License Agreement with the Pacific Coast Farmers’ Market Association. The agreement includes indemnification for the County to hold the Pacific Coast Farmers’ Market Association harmless from any claims arising out of the performance under this agreement. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1186,Version:1 CONSEQUENCE OF NEGATIVE ACTION: The District Attorney’s Office will not be able to participate in the Concord Farmers’ Market to conduct an outreach to increase awareness around victims’ rights and share information regarding services available to people in the community that have been impacted by crime. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1213 Name: Status:Type:Consent Item Passed File created:In control:2/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept an additional grant in the amount of $2,700 and execute a contract amendment with the Contra Costa County Office of Education for the State Preschool Quality Matters program, with no change to the term. (100% Contra Costa County Office of Education) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Marla Stuart, Employment and Human Services Director Report Title:Approval and Authorization to accept a third round of funding for the Quality Matters Grant #39 -971-3 (CSB) ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept an additional grant in the amount of $2,700 from the Contra Costa County Office of Education (CCCOE) for the State Preschool Quality Matters program and execute an agreement with the CCCOE for the same, with no change to the term, subject to County Counsel and County Administrator approval. FISCAL IMPACT: $2,700: (100% Contra Costa County Office of Education) of which $2,475 has been budgeted in FY 24-25 and $225 will be budgeted in FY 25-26. BACKGROUND: This staff report seeks to accept a third round of funding in the amount of $2,700 from the Contra Costa County Office of Education (CCCOE) for a total of $102,000. The additional funding was identified by CCCOE after the original award of $99,300 had been encumbered. This allocation reflects a change in funding for Los Nogales, Riverview and Verde children’s centers. Additionally, the current agreement includes modified indemnification language. On December 17, 2024, the Board approved item C.86 authorizing the Employment and Human Services Department (EHSD) to renew a grant, in the amount of $99,300, through CCCOE to continue with the implementation of the Quality Matters Program for the following childcare centers: Ambrose, Balboa, Bayo Vista, Crescent Park, George Miller, George Miller III, Lavonia Allen, Los Arboles, Los Nogales, Marsh Creek, CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1213,Version:1 Riverview, and Verde. The funding is to improve the quality of services at childcare centers through enhanced professional development for staff and updated, improved site materials. On February 25, 2025, the Board approved acceptance of a second round of funding in the amount of $6,725, and to execute any subsequent amendments and extensions, which will be applied to FY 24-25. CONSEQUENCE OF NEGATIVE ACTION: Should the proposed action not be approved by the Board of Supervisors, the County will not receive additional funding to implement the Quality Matters Program. CHILDREN’S IMPACT STATEMENT: This agreement supports three (3) of Contra Costa County’s community outcomes of the Children’s Report Card: (1) Children Ready for and Succeeding in School; (3) Families that are Economically Self-Sufficient; and (4) Families that are Safe, Stable and Nurturing. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1214 Name: Status:Type:Consent Item Passed File created:In control:2/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a non-financial Memorandum of Understanding with Aliados Health, La Clinica de La Raza, Inc., Lifelong Medical Care, and Brighter Beginnings, for facilitating Medi-Cal application referrals for the period January 1, 2025 through June 30, 2028. (No fiscal impact) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Marla Stuart, Employment and Human Services Director Report Title:Agreement #20-188-2 (WFS) Non-financial Agreement with Aliados Health for Medi-Cal referrals ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a non- financial Memorandum of Understanding with Aliados Health, a non-profit corporation, La Clinica de La Raza, Inc., Lifelong Medical Care, and Brighter Beginnings, for facilitating Medi-Cal application referrals for the period January 1, 2025 through June 30, 2028. FISCAL IMPACT: No fiscal impact. BACKGROUND: The purpose of this Agreement is to set forth the obligations Aliados Health and the Aliados Health Coalition, comprised of Aliados Health, La Clinica de La Raza, Inc., Lifelong Medical Care, and Brighter Beginnings, and Contra Costa County on behalf of the Employment and Human Services Department (EHSD) Workforce Services Bureau (WFS) to facilitate the acceptance of Medi-Cal applications from eligible participants. EHSD’s Social Service Program Assistants (SSPAs) known as EHSD Navigators, empower families and individuals to create their own paths to healthy interdependence. Using a “whole person” approach, the Navigators will create a warm, welcoming environment to enable participants to be their own advocates going forward and ultimately streamlining access to resources. Aliados Health Coalition will assist EHSD by providing application assistance and accepting applications from residents seeking Medi-Cal benefits. Aliados Health Coalition will forward applications to EHSD staff for processing. CONSEQUENCE OF NEGATIVE ACTION: CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1214,Version:1 Should the proposed action not be approved, the County will be restricted in supporting Medi-Cal applicants in Contra Costa County. CHILDREN’S IMPACT STATEMENT: This Agreement supports all five of the community outcomes established in the Children's Report Card: (1) "Children Ready for and Succeeding in School"; (2) "Children and Youth Healthy and Preparing for Productive Adulthood";(3)"Families that are Economically Self-Sufficient"; (4) "Families that are Safe, Stable and Nurturing"; and (5) "Communities that are Safe and Provide a High Quality of Life for Children and Families,” by supporting staff working directly with families and children. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1215 Name: Status:Type:Consent Item Passed File created:In control:2/14/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Employment and Human Services Director, a purchase order with R-Computer, Inc., in an amount not to exceed $43,860, for the purchase of GoAnimate, Inc’s Vyond Platform providing e-learning materials for workers in the field, for the period February 1, 2025 through January 31, 2027. (54% Federal, 38% State, 8% County) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Marla Stuart, Employment and Human Services Director Report Title:20-656-0 (Admin) Purchase Order for Vyond Enterprise with R-Computer, Inc. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Employment and Human Services Director a purchase order with R-Computer, Inc., in an amount not to exceed $43,860, for the purchase of GoAnimate Inc’s Vyond Platform providing e-learning materials for workers, in the field, for the period February 1, 2025 through January 31, 2027. FISCAL IMPACT: $43,860: 54% Federal, 38% State, 8% County General Fund, of which $21,930 is budgeted in FY24/25 and $21,930 will be budgeted in FY 25/26. BACKGROUND: The Employment and Human Services Department (EHSD) seeks to purchase Vyond Enterprise that will enable the department to create engaging, policy-driven e-learning materials for child welfare workers in the field. These materials play a crucial role in equipping workers with the knowledge and skills necessary to perform effectively.This enables EHSD to rapidly create high-quality, customized training videos, saving significant time during the development process. GoAnimate, Inc’s Terms of Service include an indemnification of GoAnimate by the County for claims arising from County data or the County’s use of the Vyond Platform, and a limitation of liability that caps liability at the amount of fees paid in the 12 months prior to any claim arising. This vendor was selected per procurement requirements outlined in Administrative Bulletin 600.3. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1215,Version:1 CONSEQUENCE OF NEGATIVE ACTION: The County will be limited in enhancing the quality and efficiency of training content for the child welfare workers. CHILDREN'S IMPACT STATEMENT: This purchase order supports all five of the community outcomes established in the Children's Report Card: (1) "Children Ready for and Succeeding in School"; (2) "Children and Youth Healthy and Preparing for Productive Adulthood";(3)"Families that are Economically Self-Sufficient"; (4) "Families that are Safe, Stable and Nurturing"; and (5) "Communities that are Safe and Provide a High Quality of Life for Children and Families,” by supporting staff working directly with families and children. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1169 Name: Status:Type:Consent Item Passed File created:In control:3/7/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Carmen Lam, DO, in an amount not to exceed $400,000 to provide medical consultation services to the Contra Costa Health Plan Medical Management Team with regard to the Contra Costa Health Plan’s policies, procedures and utilization management for the period March 1, 2025 through February 28, 2026. (100% Contra Costa Health Plan Enterprise Fund II) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Contract #77-654-2 with Carmen Lam, DO ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #77-654-2 with Carmen Lam, DO, an individual, in an amount not to exceed $400,000, to provide medical consultation services to the Contra Costa Health Plan (CCHP) Medical Management Team with regard to CCHP’s policies, procedures and utilization management for the period March 1, 2025 through February 28, 2026. FISCAL IMPACT: Approval of this Contract will result in annual expenditures of up to $400,000 and will be funded as budgeted by the department, 100% by CCHP Enterprise Fund II revenues. BACKGROUND: CCHP has an obligation to provide certain specialized medical health care services for its members under the terms of their Individual and Group Health Plan membership contracts with the County. This Contractor provides medical consultation services to the CCHP Medical Management Team, with regard to CCHP’s policies, procedures, and utilization management. Medical consulting is essential to ensure that CCHP is meeting and following the Medi-Cal Managed Care Plan from the State of California Department of Managed Health Care (DMHC) and Department of Health Care Services (DHCS). This Contract is entered into under and subject to the following legal authorities: California Government Code §§ 26227 and 31000; Health and Safety Code § 1451; and 42 CFR 432.10(a) Standards of Personnel Administration. Health Services Personnel approved this contract to ensure no conflicts with labor relations. This Contractor was approved by the Public Works Department’s Purchasing Division on March 18, 2025. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1169,Version:1 On March 19, 2024, the Board of Supervisors approved Contract #77-654 with Carmen Lam, Do, in an amount not to exceed $400,000, for the provision of medical consultation services to the CCHP Medical Management Team with regard to CCHP’s policies, procedures and utilization management, for the period March 1, 2024 through February 28, 2025. On November 5, 2024, the Board of Supervisors approved Amendment Agreement #77-654-1 with Carmen Lam, DO, effective November 1, 2024, for additional consultation and technical assistance services and to modify contract provisions to conform to Department of Managed Healthcare (DMHC) requirements with no change in the contract payment limit of $400,000 or term. Approval of Contract #77-654-2, will allow Contractor to continue to provide medical consultation services for the CCHP Medical Management Team through February 28, 2025. This Contract delay was due to extended solicitation and insurance negotiations. CONSEQUENCE OF NEGATIVE ACTION: If this Contract is not approved, the CCHP Medical Management Team will not receive the benefits of compliance consultation from the Contractor and state mandated requirements will not be met. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1170 Name: Status:Type:Consent Item Passed File created:In control:3/12/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Environmental Innovations, Inc., to pay County an amount not to exceed $10,000; and execute a contract with Resource Innovations, Inc., to act as an outreach partner for the MCE Small Business Energy Advantage Program to increase access to energy efficiency upgrades in underserved communities for the period October 16, 2024 through December 31, 2025. (No County match) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Grant Agreement #78-064 with Environmental Innovations, Inc. and Data Access Agreement #78-084 with Resource Innovations, Inc. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director, or designee, execute on behalf of the County as follows: (1) Grant Agreement #78-064 with Environmental Innovations, Inc., to pay the County an amount not to exceed $10,000; and (2) Data Access Agreement #78-084 with Resource Innovations, Inc., to act as an outreach partner for the MCE’s Small Business Energy Advantage Program to increase access to energy efficiency upgrades in underserved communities, for the period October 16, 2024 through December 31, 2025. FISCAL IMPACT: Acceptance of this Agreement will result in a total of $10,000 from Environmental Innovations, Inc. (No County match is required) BACKGROUND: The Contra Costa County Health Services Department’s Hazardous Materials Program, Green Business Program staff partner with cities and agencies to assist and certify businesses in implementing environmentally sustainable business practices. The Green Business Program will serve as an outreach partner for the MCE’s Small Business Energy Advantage Program. The MCE’s Small Business Energy Advantage Program, implemented by Resources Innovations, Inc. provides small business located in underserved communities with access to bill reducing energy efficiency upgrades that also offer health, comfort and safety benefits. The Program focuses exclusively on small business located in environmental and social justice communities and/or meet the criteria of hard-to-reach. Resource Innovations, Inc. has partnered with Environmental Innovations, Inc. to utilize their outreach partner network which includes the Contra Costa County Green Business Program. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1170,Version:1 This Grant Agreement requires the County to be solely and exclusively liable to third parties for all expenses incurred by County and for all claims of damages arising out of County’s actions. County agrees to hold harmless the Contractor for any claims arising from, connected to, or caused in whole or in part by any negligent act or omission of the County.The Data Access Agreement requires that the County reimburse the Contractor for all costs arising from remediation or mitigation of a security breach by County.These Agreements are retroactive due to ongoing contract language negotiations between the County and the Contractor. CONSEQUENCE OF NEGATIVE ACTION: If this Action is not approved Contra Costa County’s Green Business Program will not conduct specific outreach in partnership with MCE’s Small Business Energy Advantage Program and will miss an opportunity to conduct targeted outreach to environmental and social justice communities and hard-to-reach businesses. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1171 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract amendment with Ride Roundtrip, Inc., to increase the payment limit by $5,500,000 to an amount not to exceed $20,000,000 for additional hosted software application system access for transportation coordination, scheduling, and dispatch services for Medi-Cal patients with no change in the term which includes successive 1-year period renewals until terminated. (69% Contra Costa Health Plan Enterprise Fund II; 16% Hospital Enterprise Fund I;15% Health Care for the Homeless/Health Resources and Services Administration) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Amendment #72-124-6 with Ride Roundtrip, Inc. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Health Services Director,or designee,to execute on behalf of the County Contract Amendment Agreement #72-124-6 with Ride Roundtrip,Inc.,a corporation,effective April 1,2025,to amend Contract #72-124 (as amended by Contract Amendments #72-124-1 through #72-124-4)to increase the payment limit by $5,500,000,from $14,500,000 to a new payment limit of $20,000,000 for additional development,implementation,management and hosting of its ride hailing software application system utilized for transportation coordination,scheduling,and dispatch for Contra Costa Health Medi-Cal patients with no change in the term. FISCAL IMPACT: Approval of this Amendment will result in additional annual expenditures of up to $5,500,000 until the agreement expires in term.FY 2025-26 will be funded by 69%Contra Costa Health Plan Enterprise Fund II, 16%Hospital Enterprise Fund I and 15%Health Care for the Homeless/Health Resources and Services Administration. BACKGROUND: Contra Costa Health provides social service case management to Medi-Cal patients who are identified as high utilizers who need additional services to improve their health outcomes.The County began contracting with this vendor in 2019 because transportation is a significant need for these patients.These services allow County personnel access to arrange rides for these patients via a web-based transportation booking portal.The Department of Health Care Services provides transportation services as a benefit to Medi-Cal Managed Care CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 3 powered by Legistar™ File #:25-1171,Version:1 members under All Plan Letter (APL) 22-008. A summary of service contract deliverables,including measurable outcomes required of the vendor to be monitored by the department in compliance with Section III(B)(7)of the Purchasing Policy include implementation and integration of Contra Costa Health Plans’s (CCHP)Utilization Management (UM)Portal and vendors Navigation Center (call center)services,as well as ongoing software application system access. This Amendment was approved by Health Services Personnel as a software specialized service contract. On March 19,2019,the Board of Supervisors approved Contract #72-124 with Ride Roundtrip in the amount of $800,000 for the provision of its hosted software portal services for transportation,coordination,scheduling, and dispatch for Medi-Cal patients,including interfacing with the County’s Electronic Health Record System for the period January 1,2019 through December 31,2020.This Contract included the County’s obligation to defend the vendor from losses arising out of County’s negligence or willful misconduct in performing services under the Agreement. On December 8,2020,the Board of Supervisors approved Contract Amendment/Extension Agreement #72-124 -1 to increase the payment limit by $1,000,000 to a new payment limit of $1,800,000,and extend the term from December 31,2020 to December 31,2021,to reflect the continued Monthly Subscription System Access to its ride hailing software application system for transportation,coordination,scheduling,and dispatch for Medi-Cal patients. On April 27,2021,the Board of Supervisors approved Contract Amendment Agreement #72-124-2 with Ride Roundtrip,Inc.,to increase the payment limit by $1,100,000 to a new payment limit of $2,900,000 for additional hosted software portal services for transportation coordination,scheduling,and dispatch for Medi- Cal patients with no change in the term. On December 14,2021,the Board of Supervisors approved Contract Amendment Agreement #72-124-3 with Ride Roundtrip,Inc.,to increase the payment limit by $150,000 to a new payment limit of $3,050,000 for increased usage of hosted software portal services for transportation coordination,scheduling,and dispatch for Medi-Cal patients with no change in the term.Though not noted in the prior recommendations to the Board,a section of this Contract contains term language of successive (1)year period renewals unless terminated by either party with sixty (60) day notice. On May 10,2022,the Board of Supervisors approved Contract Amendment Agreement #72-124-4 with Ride Roundtrip Inc.,to increase the payment limit by $7,450,000 to a new payment limit of $10,500,000 for the provision of additional hosted software portal services utilized to schedule and provide transportation to patients,including interfacing with the County’s Electronic Health Record System,and amend the term to include successive 1-year period renewals, until terminated by either party with sixty (60) day notice. On October 22,2024,the Board of Supervisors approved Consent Item (C.93)with Ride Roundtrip Inc.,to increase the payment limit of Contract #72-124 by $4,000,000 to an amount not to exceed $14,500,000 for the provision of its ride hailing software application system utilized by Contra Costa Health for transportation coordination,scheduling,and dispatch for Medi-Cal patients with no change in the term;successive 1-year period renewals until terminated Approval of this Contract Amendment #72-124-6 will allow the parties to execute Amendment No.5 to Software and Services Agreement,dated January 1,2019 (County Contract #72-124)to include integration of CCHP’s UM Portal and vendors call center services,with no change in the term (of successive 1-year period renewals,until terminated by either party with sixty (60)day notice)to allow the Contractor to continue to provide its ride hailing software application system for transportation coordination,scheduling,and dispatch for CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 3 powered by Legistar™ File #:25-1171,Version:1 provide its ride hailing software application system for transportation coordination,scheduling,and dispatch for Medi-Cal patients and other related services,and to add the same services for non-emergent transport involving patients requiring gurneys, wheelchairs, and other non-emergent transport methods. CONSEQUENCE OF NEGATIVE ACTION: If this Contract Amendment is not approved, the County will lose access to these vital services, having a negative impact on holistic patient care. CONTRA COSTA COUNTY Printed on 7/14/2025Page 3 of 3 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1172 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract amendment with Focus Strategies, to increase the payment limit by $149,000 to an amount not to exceed $299,000 and extend the term through February 28, 2026 for additional consultation and technical assistance services for the Health, Housing and Homeless Services Division with regard to implementation of a data integration workflow analysis for the Coordinated Entry Housing Needs Assessment Replacement Project. (100% Homeless Housing, Assistance and Prevention Grant funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Amendment/Extension #25-120-1 with Focus Strategies ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute on behalf of the County Contract Amendment/Extension Agreement #25-120-1 with Focus Strategies, a corporation, effective February 1, 2025, to amend Contract #25-120, to increase the payment limit by $149,000, from $150,000 to a new payment limit of $299,000 and extend the termination date from June 30, 2025 to February 28, 2026 for additional consultation and technical assistance to the Health Housing and Homeless Services Division with regard to implementation of a data integration workflow analysis for the Coordinated Entry (CE) Housing Needs Assessment Replacement Project. FISCAL IMPACT: Approval of this Amendment will result in additional expenditures of up to $149,000 and is funded 100% by Homeless Housing, Assistance and Prevention (HHAP) Grant funds. (Additional rates) BACKGROUND: Focus Strategies has provided technical assistance for the CE Housing Needs Assessment Replacement Project to prioritize eligible homeless individuals, transition-age youth, and families for available housing since July 1, 2024. Currently, Contra Costa County utilizes the Vulnerability Index - Service Prioritization Decision Assistance Tool (VI-SPDAT) as the CE Housing Assessment Tool. The VI-SPDAT prioritizes individuals, transition-age youth, and families for available housing through the CE System based on acuity and chronicity. With support of local evaluation and the creators of the tool, the VI-SPDAT has since been identified as a tool to be replaced due to concerns around objectivity and racial bias. Determining a more equitable replacement CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1172,Version:1 tool or process to the VI-SPDAT is a community priority this project aims to address. This Contract is entered into under and subject to the following legal authorities: California Government Code § 26227 and 31000. This Contract was approved by Health Services Personnel to ensure there is no conflict with labor relations. The Health, Housing and Homeless Services Division Contract Monitoring staff meet on a regular basis to ensure monitoring of performance measures set forth in the contract are upheld. This Contractor was selected through the Request for Qualifications (RFQ) process for Technical Assistance on February 29, 2024. In July 2024, the Purchasing Services Manager executed Contract #25-120 with Focus Strategies in an amount not to exceed $150,000 for the provision of consultation and technical assistance services to the Health Housing and Homeless Services Division regarding the CE Housing Needs Assessment Replacement Project for the period from July 1, 2024 through June 30, 2025. Approval of Amendment/Extension Agreement #25-120-1 will allow the Contractor to provide additional consultation and technical assistance services through February 28, 2026. This Amendment/Extension is late due to prolonged language and budget negotiations between the Division and Contractor. CONSEQUENCE OF NEGATIVE ACTION: If this Amendment/Extension is not approved, County will not have the expertise to implement a new CE Housing Needs Assessment tool. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1173 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Datastat, Inc., in an amount not to exceed $405,000 to provide Consumer Assessment of Healthcare Provider and Systems surveys to Contra Costa Health Plan members and County recipients for Contra Costa Health Plan accreditation and regulatory compliance for the period December 1, 2024 through November 30, 2027. (100% Contra Costa Health Plan Enterprise Fund II) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Contract #27-864-13 with Datastat, Inc. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute on behalf of the County Contract #27-864-13 with Datastat, Inc., a corporation, in an amount not to exceed $405,000, to provide Consumer Assessment of Healthcare Provider and Systems (CAHPS) surveys to Contra Costa Health Plan (CCHP) members and County recipients, for the period December 1, 2024 through November 30, 2027. FISCAL IMPACT: Approval of this Contract will result in contractual service expenditures of up to $405,000 over a 3-year period and will be funded 100% by CCHP Enterprise Fund II revenues. BACKGROUND: Datastat, Inc. is a National Committee for Quality Assurance (NCQA) certified survey research group who will conduct the CAHPS adult Medi-Cal survey project. The survey will be part of the NCQA Healthcare Effectiveness Data Information Set (HEDIS) accreditation program for CCHP. HEDIS reporting is a requirement of health plans per NCQA and the Centers for Medicare and Medicaid (CMS) for use in health plan accreditation, Star Ratings, and regulatory compliance. This Contract is entered into under and subject to the following legal authorities: California Government Code §§ 26227 and 31000; Health and Safety Code § 1451. Health Services Personnel approved this Contract to ensure no conflicts with labor relations. Contractor currently cooperates with and participates in CCHP’s Quality Management Program which consists of quality improvement activities to improve the quality of care, services, and member experience. Cooperation includes the collection and evaluation of performance measurement data and participation in the organization’s clinical and service measure Quality Improvement CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1173,Version:1 Programs. The nature of the CAHPS survey services needed is complex and requires seamless coordination, integration and collaboration with existing programs and systems. There is a total of 1 provider in CCHP’s service area. CCHP has contracted with Datastat, Inc. since January 1, 2012. This Contract renewal will maintain comprehensive area coverage for the entire CCHP membership and meet the Knox-Keene Act time and distance mandate required by the State of California Department of Managed Health Care (DMHC) services. This Contractor was approved by the Public Works Department’s Purchasing Division on October 15, 2024. In December of 2023, the County Administrator approved and the Purchasing Services Manager executed Contract #27-864-10 with Datastat, Inc. in an amount not to exceed $135,000, for the provision of CAHPS survey services for CCHP members and County recipients for the period December 1, 2023 through November 30, 2024. In May of 2024 the County Administrator approved and the Purchasing Services Manager executed Amendment Agreement #27-864-11, effective May 1, 2024, to modify the General Conditions, with no change in the payment limit of $135,000 and no change in the term of December 1, 2023 through November 30, 2024. In November of 2024 the Purchasing Services Manager executed Amendment Agreement #27-864-12, effective November 1, 2024, to include additional obligations of the Contractor, with no change in the payment limit of $135,000 and no change in the term of December 1, 2023 through November 30, 2024. Approval of Contract #27-864-13 will allow the Contractor to continue providing CAHPS survey services to CCHP members and County recipients through November 30, 2027. This Contract was delayed due to negotiations of Contract language and Contract rates between Division and Contractor. CONSEQUENCE OF NEGATIVE ACTION: If this Contract is not approved, survey data will not be available and CCHP will not obtain HEDIS accreditation which is required per NCQA and CMS for use in health plan accreditation, Star Ratings, and regulatory compliance. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1174 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract amendment with Child’s Play Therapy Services, P.C., to increase the payment limit by $500,000 to an amount not to exceed $800,000 for additional occupational and speech therapy services with no change in the term ending March 31, 2026. (100% Contra Costa Health Plan Enterprise Fund II) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Amendment Agreement #77-552-2 with Child’s Play Therapy Services, P.C. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director,or designee,to execute on behalf of the County Contract Amendment Agreement #77-552-2 with Child’s Play Therapy Services,P.C.,a corporation, effective April 1,2025 to amend Contract #77-552-1,to increase the payment limit by $500,000,from $300,000 to a new payment limit of $800,000,for additional occupational and speech therapy services with no change in the term of April 1, 2024 through March 31, 2026. FISCAL IMPACT: Approval of this Amendment will result in additional contractual service expenditures of up to $500,000,which will be funded as budgeted 100% by CCHP Enterprise Fund II revenues. (No rate increase) BACKGROUND: CCHP has an obligation to provide certain occupational and speech therapy services for its members under the terms of their Individual and Group Health Plan membership contracts with the County.This Contractor has been a part of the CCHP Provider Network providing these services and fostering a deep understanding of the CCHP organizations mission, values, and long-term objectives since April 1, 2023. This Contract is entered into under and subject to the following legal authorities:California Government Code §§26227 and 31000;Health and Safety Code §1451.Health Services Personnel approved this Contract to ensure no conflicts with labor relations.Contractor currently cooperates with and participates in CCHP’s Quality Management Program which consists of quality improvement activities to improve the quality of care and services and member experience.Cooperation includes collection and evaluation of performance measurement data and participation in the organization’s clinical and service measure Quality Improvement Programs.These contracted services were determined to be exempt from Administrative Bulletin 600.3 CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1174,Version:1 solicitation requirements by the Public Works Department’s Purchasing Division. On March 5,2024 the Board of Supervisors approved Contract #77-552-1 with Child’s Play Therapy Services, P.C.,in an amount not to exceed $300,000,for the provision of occupational and speech therapy services for CCHP members and County recipients, for the period April 1, 2024 through March 31, 2026. Due to an increased need for additional health services including occupational and speech therapy services, CCHP Division is requesting this Contract payment limit and provisions be amended to ensure proper compensation for utilization from CCHP members and County recipients. Approval of Contract Amendment Agreement #77-552-2 will allow the Contractor to provide additional occupational and speech therapy services to CCHP members and County recipients through March 31, 2026. CONSEQUENCE OF NEGATIVE ACTION: If this Contract is not approved,certain occupational and speech therapy services for CCHP members under the terms of their Individual and Group Health Plan membership contracts with the County will not be provided and may cause a delay in services to CCHP members. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1175 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Melissa Rossi, LPCC, in an amount not to exceed $270,000 to provide Medi-Cal specialty mental health services to members 18 years and older in Contra Costa County for the period April 1, 2025 through June 30, 2026. (50% Federal Medi-Cal; 50% State Mental Health Realignment) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Contract #74-475-205 with Melissa Rossi, LPCC ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute on behalf of the County Contract #74-475-205 with Melissa Rossi, LPCC, an individual, in an amount not to exceed $270,000, to provide Medi-Cal specialty mental health services to members eighteen (18) years and older in Contra Costa County for the period April 1, 2025 through June 30, 2026. FISCAL IMPACT: Approval of this Contract will result in contractual service expenditures of up to $270,000 and will be funded by 50% Federal Medi-Cal and 50% State Mental Health Realignment revenues. BACKGROUND: This Contract meets the social needs of County’s population by providing telehealth Medi-Cal specialty mental health services for members in Contra Costa County. Telehealth is the delivery of healthcare services remotely through electronic devices. Contractor specializes in the treatment of anger management, psychotic and dissociative behaviors, foster care/child and family services involvement, anxiety, depression, grief/loss, cognitive behavioral therapy, and trauma/post-traumatic stress disorder. This Contract is entered into under and subject to the following legal authorities: California Government Code §§ 26227 and 31000; Welfare and Institutions Code § 5775 et seq.; Welfare and Institutions Code §§ 14680- 14685; California Code of Regulations (CCR), Title 9 § 1810.100 et seq. This Contract was approved by Health Services Personnel to ensure there is no conflict with labor relations. The Behavioral Health’s Quality Management, Utilization Management and Contract Monitor staff meet on a regular basis to ensure monitoring and performance measures in the Contract are upheld. Per Administrative Bulletin 600.3 the Department has CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1175,Version:1 posted a continuous Request for Qualifications and maintains a current qualified list of vendors at all times. Approval of new Contract #74-475-205 will allow the Contractor to provide Medi-Cal specialty mental health services through June 30, 2026. CONSEQUENCE OF NEGATIVE ACTION: If this Contract is not approved, there will be fewer mental health services available as the County solicits and engages an alternative Contractor, which could result in increased wait times for services. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1176 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Sitasma Inc (dba Indira Care Home Health), in an amount not to exceed $300,000 to provide home health care services for Contra Costa Health Plan members and County recipients for the period April 1, 2025 through March 31, 2028. (100% Contra Costa Health Plan Enterprise Fund II) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Contract 77-553-1 with Sitasma Inc (dba Indira Care Home Health) ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute, on behalf of the County Contract #77-553-1 with Sitasma Inc (dba Indira Care Home Health), a corporation, in an amount not to exceed $300,000, to provide home health care services for Contra Costa Health Plan (CCHP) members and County recipients for the period April 1, 2025 through March 31, 2028. FISCAL IMPACT: Approval of this Contract will result in contractual service expenditures of up to $300,000 over a three-year period and will be funded 100% by CCHP Enterprise Fund II revenues. BACKGROUND: CCHP has an obligation to provide certain home health care services for its members under the terms of their Individual and Group Health Plan membership Contracts with the County. Home health care services include but are not limited to intermittent skilled nursing care and therapeutic and rehabilitative care in patients’ residences. This Contractor has been a part of the CCHP Provider Network providing these services and fostering a deep understanding of the CCHP organizations mission, values, and long-term objectives since January 2023. This Contract is entered into under and subject to the following legal authorities: California Government Code §§ 26227 and 31000; Health and Safety Code § 1451. Health Services Personnel approved this Contract to ensure no conflicts with labor relations. Contractor currently cooperates with and participates in CCHP’s Quality Management Program which consists of quality improvement activities to improve the quality of care, services and member experience. Cooperation includes collection and evaluation of performance measurement data and participation in the organization’s clinical and service measure Quality Improvement Programs. These contracted services were determined to be exempt from Administrative Bulletin 600.3 CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1176,Version:1 solicitation requirements by the Public Works Department’s Purchasing Division. In May 2023, the County Administrator approved and the Purchasing Services Manager executed Contract #77- 553 with Sitasma Inc (dba Indira Care Home Health), in an amount not to exceed $200,000, for the provision of home health care services for CCHP members and County recipients for the period April 1, 2023 through March 31, 2025. Approval of Contract #77-553-1 will allow the Contractor to continue to provide home health care services for CCHP members and County recipients through March 31, 2028. CONSEQUENCE OF NEGATIVE ACTION: If this Contract is not approved, certain home health care services for CCHP members under the terms of their Individual and Group Health Plan membership Contracts with the County will not be provided and may cause a delay in services to CCHP members. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1177 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Interim Health Services Director, or designee, to execute a contract with Diana Oliveira Urcuyo (dba Fit and Healthy Nutrition), in an amount not to exceed $450,000 to provide dietitian services to Contra Costa Health Plan members and County recipients for the period April 1, 2025 through March 31, 2028. (100% Contra Costa Health Plan Enterprise Fund II) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Contract #77-210-2 with Diana Oliveira Urcuyo (dba Fit and Healthy Nutrition) ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Interim Health Services Director,or designee,to execute on behalf of the County Contract #77-210-2 with Diana Oliveira Urcuyo (dba Fit and Healthy Nutrition),an individual,in an amount not to exceed $450,000,to provide dietitian services to Contra Costa Health Plan (CCHP)members and County recipients, for the period April 1, 2025 through March 31, 2028. FISCAL IMPACT: Approval of this Contract will result in contractual service expenditures of up to $450,000 over a three-year period and will be funded 100% by CCHP Enterprise Fund II revenues. BACKGROUND: CCHP has an obligation to provide certain specialized dietitian services for its members under the terms of their Individual and Group Health Plan membership contracts with the County.This Contractor has been a member in the CCHP Provider Network providing dietitian services and fostering a deep understanding of the CCHP organizations mission, values, and long-term objective since April 1, 2019. This Contract is entered into under and subject to the following legal authorities:California Government Code §§26227 and 31000;and Health and Safety Code §1451.Health Services Personnel approved this Contract to ensure there is no conflict with labor relations.Contractor cooperates with and participates in CCHP’s Quality Management Program which consists of quality improvement activities to improve the quality of care and services and member experience.Cooperation includes collection and evaluation of performance measurement data and participation in the organization’s clinical and service measure Quality Improvement Programs.These contracted services were determined to be exempt from Administrative Bulletin 600.3 solicitation requirements CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1177,Version:1 by the Public Works Department’s Purchasing Division. On March 22,2022,the Board of Supervisors approved Contract #77-210-1 with Diana Oliveira Urcuyo (dba Fit and Healthy Nutrition),in an amount not to exceed $300,000 for the provision of dietitian services,for the period April 1, 2022 through March 31, 2025. Approval of Contract #77-210-2 will allow the Contractor to continue providing dietitian services through March 31, 2028. CONSEQUENCE OF NEGATIVE ACTION: If this Contract is not approved,certain specialized dietitian health care services for CCHP members under the terms of their Individual and Group Health Plan membership contract with the County will not be provided. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1178 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $11,000 for the period of October 1, 2024 through December 7, 2026; and RATIFY the execution of a rental agreement for Brookside Adult Shelter for the period of December 8, 2021 through December 7, 2026. (100% Medi-Cal Administrative Activities Fund) Attachments:1. Rental Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with WASH Multifamily Laundry Systems, LLC - Brookside Adult Shelter ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $11,000 for the period of October 1, 2024 through December 7, 2026; and RATIFY the execution of a rental agreement for Brookside Adult Shelter for the period of December 8, 2021 through December 7, 2026. FISCAL IMPACT: Approval of this action will result in expenditures of up to $11,000 through December 7, 2026 and will be funded by the Medi-Cal Administrative Activities (MAA) funds allocated to shelters of the Health, Housing, and Homeless Services Division. BACKGROUND: Brookside Adult Shelter provides emergency adult shelter for single adults, providing the basic needs of shelter, shower, food, and clothing. Service includes case management services assisting residents with linkage to appropriate support programs and organizations including, housing support, social and human resource services, employment search and placement, legal services, counseling and health needs. The Health, Housing, and Homeless Services Division of Contra Costa Health (CCH) entered into a sixty (60) month term rental agreement with Wash Multifamily Laundry Systems for the rental of laundry machines at Brookside Adult Shelter in December 2021. The purchase order with Wash Multifamily Laundry Systems, LLC. expired prior to the term end date of the rental agreement, requiring a review of terms and conditions which has caused a delay in the payment of monthly rental invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1178,Version:1 The agreement requires the county to indemnify, defend and hold WASH Multifamily Laundry Systems harmless from any claim arising out of or resulting from the possession, use or operation of the equipment and all related utilities, except to the extent caused by the sole negligence of WASH, its employees or agents. This includes a liability waiver for WASH and its employees and agent for any claims of loss and damage to the Equipment, exclusive of the sole negligence by WASH, its employees or agents, and WASH is not liable or responsible for any repairs necessitated by negligence or misuse of persons other than WASH, accidental damage to the Equipment, or any act or cause beyond the normal and reasonable operation of the Equipment. The Renter shall, to the fullest extent allowed under applicable law, indemnify, defend, and hold WASH harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or resulting from the possession, use, or operation of the Equipment and all related utilities. WASH shall be entitled to receive from the Renter reasonable costs and attorneys’ fees incurred by WASH in the retaking of the Equipment or in otherwise enforcing WASH’s rights under the agreement. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this action would cause undue hardship to the vulnerable population residing at Brookside Adult Shelter as the laundry machines require servicing and the vendor will discontinue servicing the laundry machines if there are outstanding invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1179 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $8,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Calli House Youth Shelter for the period of December 17, 2021 through December 16, 2026. (100% Medi-Cal Administrative Activities) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with WASH Multifamily Laundry Systems, LLC - Calli House Youth Shelter ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $8,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Calli House Youth Shelter for the period of December 17, 2021 through December 16, 2026. FISCAL IMPACT: Approval of this action will result in expenditures of up to $8,000 through December 16, 2026 and will be funded by the Medi-Cal Administrative Activities (MAA) funds allocated to shelters of the Health, Housing, and Homeless Services Division. BACKGROUND: Calli House Youth Shelter provides an emergency shelter for homeless individuals age 18-24. Services include food, clothing, crisis intervention, case management and wrap around services such as education and health care. The Health, Housing, and Homeless Services Division of Contra Costa Health (CCH) entered into a sixty (60) month term rental agreement with Wash Multifamily Laundry Systems, LLC for the rental of laundry machines at Calli House Youth Shelter in December 2021. The purchase order with Wash Multifamily Laundry Systems, LLC expired prior to the term end date of the rental agreement, requiring a review of terms and conditions which has caused a delay in the payment of monthly rental invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1179,Version:1 The agreement requires the county to indemnify, defend and hold WASH Multifamily Laundry Systems harmless from any claim arising out of or resulting from the possession, use or operation of the equipment and all related utilities, except to the extent caused by the sole negligence of WASH, its employees or agents. This includes a liability waiver for WASH and its employees and agent for any claims of loss and damage to the Equipment, exclusive of the sole negligence by WASH, its employees or agents, and WASH is not liable or responsible for any repairs necessitated by negligence or misuse of persons other than WASH, accidental damage to the Equipment, or any act or cause beyond the normal and reasonable operation of the Equipment. The Renter shall, to the fullest extent allowed under applicable law, indemnify, defend, and hold WASH harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or resulting from the possession, use, or operation of the Equipment and all related utilities. WASH shall be entitled to receive from the Renter reasonable costs and attorneys’ fees incurred by WASH in the retaking of the Equipment or in otherwise enforcing WASH’s rights under the agreement. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this action would cause undue hardship to the vulnerable population residing at Calli House Youth Shelter as the laundry machines require servicing and the vendor will discontinue servicing the laundry machines if there are outstanding invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1180 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $14,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Concord Adult Shelter for the period of December 17, 2021 through December 16, 2026. (100% Medi-Cal Administrative Activities) Attachments:1. Rental Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with WASH Multifamily Laundry Systems, LLC - Concord Adult Shelter ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $14,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Concord Adult Shelter for the period of December 17, 2021 through December 16, 2026. FISCAL IMPACT: Approval of this action will result in expenditures of up to $14,000 through December 16, 2026 and will be funded by Medi-Cal Administrative Activities (MAA) funds allocated to shelters of the Health, Housing, and Homeless Services Division. BACKGROUND: Concord Adult Shelter provides emergency adult shelter for single adults, providing the basic needs of shelter, shower, food, and clothing. Service includes case management services assisting residents with linkage to appropriate support programs and organizations including, housing support, social and human resource services, employment search and placement, legal services, counseling and health needs. The Health, Housing, and Homeless Services Division of Contra Costa Health (CCH) entered into a sixty (60) month term rental agreement with Wash Multifamily Laundry Systems, LLC for the rental of laundry machines at Concord Adult Shelter in December 2021. The purchase order with Wash Multifamily Laundry Systems, LLC expired prior to the term end date of the rental agreement, requiring a review of terms and conditions which has caused a delay in the payment of monthly rental invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1180,Version:1 The agreement requires the county to indemnify, defend and hold WASH Multifamily Laundry Systems harmless from any claim arising out of or resulting from the possession, use or operation of the equipment and all related utilities, except to the extent caused by the sole negligence of WASH, its employees or agents. This includes a liability waiver for WASH and its employees and agent for any claims of loss and damage to the Equipment, exclusive of the sole negligence by WASH, its employees or agents, and WASH is not liable or responsible for any repairs necessitated by negligence or misuse of persons other than WASH, accidental damage to the Equipment, or any act or cause beyond the normal and reasonable operation of the Equipment. The Renter shall, to the fullest extent allowed under applicable law, indemnify, defend, and hold WASH harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or resulting from the possession, use, or operation of the Equipment and all related utilities. WASH shall be entitled to receive from the Renter reasonable costs and attorneys’ fees incurred by WASH in the retaking of the Equipment or in otherwise enforcing WASH’s rights under the agreement. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this action would cause undue hardship to the vulnerable population residing at Concord Adult Shelter as the laundry machines require servicing and the vendor will discontinue servicing the laundry machines if there are outstanding invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ Multifamily Laundry Room Solutions Exhibit A to Rental Agreement Proposal for Laundry Equipment DocuSign Envelope ID: 8ECF2896-4D96-4198-B910-82BAFEFC65FF Contra Costa County Purchasing Division 40 Muir Road Martinez, CA 94553 RE: LAUNDRY EQUIPMENT RENTAL PROPOSAL FOR Dear Thank you for your interest in WASH laundry solutions and the opportunity to prepare a personalized proposal for your property. Renting your washers and dryers from WASH offers several notable advantages: It’s affordable. Contrary to what you might think, outfitting your laundry room with the latest energy-efficient washers and dryers doesn’t require a large capital investment. WASH offers machine rentals for a low, fixed monthly cost, which means you can rent all the washers and dryers you need at a discounted rate. It’s easy. Worried that you don’t have time or resources for maintenance and service? Don’t be. As part of our service, we’ll take care of the installation and ongoing repairs. If there’s ever a problem with a machine, a trained technician will be dispatched onsite to fix it. It’s smart. By renting, you’re able to upgrade your washers and dryers as needed, and are protected from the depreciation in the value of the appliances. WASH has been providing laundry solutions to multifamily properties since 1947. Our good name is on the line with ever appliance we rent, so you can be sure that we stand behind our promise. We appreciate your consideration, and hope to add your property to our family of customers. We are happy to answer all of your questions and look forward to continuing the conversation. Best regards, Exhibit A to Rental Agreement Proposal for Laundry Equipment 2 DocuSign Envelope ID: 8ECF2896-4D96-4198-B910-82BAFEFC65FF Ching, Annette M. District Sales Manager 2047 Arnold Industrial Way, Concord, CA 94520 510-244-9504 aching@washlaundry.com Desbele, Exhibit A to Rental Agreement Proposal for Laundry Equipment Disclaimer: Delivery of this Proposal to you by WASH does not impact or supersede the terms and conditions of any existing written agreement between you and WASH. Also, no legal rights or obligations will come into existence under this Proposal unless and until the new definitive Rental agreement for this transaction is signed and delivered by you or your authorized represen- tative and an authorized representative of WASH, and in such event, the respective legal rights and obligations of the parties will then be those set forth in such executed Rental agreement. wash.com 3 Laundry Equipment Options WASH is uniquely positioned with the capital, top-brand equipment, personnel and installation resources to make this proposal a reality. We have provided several options for your consideration. INSTRUCTIONS: Please review, select and initial one of the proposal options listed below. The terms of the selected option will be incorporated into the Rental Agreement that follows. If you have questions about these options, please contact your Sales Representative. Select Option Option Term (Months) Rental Amount (Subject to Article 5 of the Agreement)Equipment Vend Price Additional Comments Valid Until: DocuSign Envelope ID: 8ECF2896-4D96-4198-B910-82BAFEFC65FF $0.00 Payment System: This is for a FREE SLIDE. 6 new top-load washers 6 new single dryers $0.00 None Dryer: Rent Fee (per month): $432.00 Total Machines: 121Accept 60 Washer: X Installation Contact Contact Name Title Phone Number Email Address Title of Signer Phone Number Exhibit A to Rental Agreement Proposal for Laundry Equipment Account Information INSTRUCTIONS: Please complete sections 1, 2, and 3 of this page. This information will be used to finalize the Rental agreement and coordinate account activities. 1. Legal Entity Information Legal Entity Name on Deed Full Name of Signer Email Address of Signer 2. Additional Contact Information Management Company Contact Management Company Name Contact Name Title Phone Number Email Address wash.com 4 Removal Instructions Attention To State 3. Shipping Information for Equipment Keys Ship To Street Address (No P.O. Box) City ZIP DocuSign Envelope ID: 8ECF2896-4D96-4198-B910-82BAFEFC65FF christy.saxton@cchealth.org Contra Costa County 2047 Arnold Industrial Way Suite C Contra Costa County Concord Adult Shelter Other (Specify Below) Admin Services Asst II Interim Director CA 925-608-6708 94520 Wilfredo Vega Not applicable for WASH existing machines Contra Costa County Concord Adult Shelter Site Supervisor Concord cynthia.choi@cchealth.org 925-497-0871 Cynthia Choi Other (Specify Below) Wilfredo Vega 9256086700 Christy Saxton 925-608-6700 Rev. 2020-03 Page 1 of 1 DSM: Location #: Doc ID: LAUNDRY EQUIPMENT RENTAL AGREEMENT Date of Agreement: This LAUNDRY EQUIPMENT RENTAL AGREEMENT (collectively with the Terms and Conditions and page 3 of Exhibit A, this “Agreement”) is entered into as of the date set forth above by and between the Renter described below (“Renter”) and WASH Multifamily Laundry Systems (“WASH”). 1. Renter. 2. Property Address. 3. WASH hereby rents to Renter, and Renter rents from WASH, the laundry equipment indicated in the option selected by Renter on page 3 of Exhibit A (collectively, the “Equipment”). 4. The initial term of this Agreement shall be for the period indicated in the option selected by Renter on page 3 of Exhibit A (the “Initial Term”), commencing on (the “Commencement Date”). Following the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one month (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless and until either party provides at least 30 days’ prior written notice of termination to the other party. 5. In consideration for WASH renting the Equipment to Renter, Renter agrees to pay the amount indicated in the option selected by Renter on page 3 of Exhibit A (“Rent”), plus any applicable fees and taxes, to WASH every month. The rental rates may, at WASH’s option, be adjusted annually to reflect changes in the Consumer Price Index published by th e Department of Labor. Any additional Equipment rented to Renter shall be subject to the terms of this Agreement and Rent shall be adjusted accordingly. ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE TERMS AND CONDITIONS ATTACHED HERETO ARE INCORPORATED AND MADE A PART HEREOF. RENTER REPRESENTS AND WARRANTS THAT IT HAS READ AND UNDERSTANDS AND AGREES TO SUCH TERMS AND CONDITIONS. WASH Multifamily Laundry Systems 2200 W 195th Street Torrance, CA 90501 Email: notices@washlaundry.com ATTN: Legal Department By: Its: Date: Renter: Street Address: City, State, Zip: Email: Phone: By: Full Name: Its: (Title) Date: DocuSign Envelope ID: 8ECF2896-4D96-4198-B910-82BAFEFC65FF Interim Director AC Contra Costa County Concord Adult Shelter 11/17/2021 cynthia.choi@cchealth.org 12/17/2021 Contra Costa County Concord Adult Shelter 2600 Bisso Lane Suite D2 Concord, CA 94520 2047 Arnold Industrial Way, Concord, CA 94520 925-608-6700 Christy Saxton CA3405091 12/16/2021 LR-55392-Q7J8S4 ASSISTANT SECRETARY 12/17/2021 Rev. 2020-03 Page 1 of 1 WASH ___________ Renter ___________ LAUNDRY EQUIPMENT RENTAL AGREEMENT TERMS AND CONDITIONS A. A sum equal to one month’s Rent is to be paid prior to delivery of the Equipment as a security deposit for full and timely performance of Renter’s obligations hereunder. Renter agrees to pay the Rent monthly in advance no later than the first day of each calendar month. If any payment of Rent or other amounts due hereunder are not received by WASH within five days of the date such payment is due, such amounts will bear interest at the rate of five percent or the maximum rate then permitted by applicable law, whichever is less. Equipment repair services may be withheld while Rent payments are outstanding. If Renter fails to pay Rent or any other amount due to WASH when due, then, in addition to any other remedies available herein and at law, WASH shall have the right to (i) change the locks on the Equipment, (ii) collect all revenue therefrom for the duration of this Agreement, (iii) apply such revenue to any past due amounts, Rent, refunds issued, and applicable collection charges, and (iv) pay any remainder to Renter. In the event the amount collected does not cover the total amount due to WASH, WASH may retain such deficiency from future revenue collections. B. Subject to Article A, Renter shall collect and may retain all revenue from the Equipment and acknowledges that WASH shall have no obligation to make refunds to users of the Equipment. If Renter fails to collect the revenue from the Equipment, and such failure results in a service call, WASH shall have the right to (i) charge Renter a fee of $100.00 for such service call and (ii) collect all revenue from the Equipment and apply such revenue to any past due amounts and fees charged by WASH for such collection before remitting any remainder to Renter. In the event the amount collected does not cover the total amount due to WASH, WASH may invoice Renter for such deficiency. C. Renter shall maintain the Equipment in good and clean condition, and assure that it is used only for the purposes for which it is intended, treated with due care, and not misused, damaged, or destroyed. The Equipment is to be located in laundry room facilities at the Property and Renter agrees that the Equipment will not be removed from the laundry room facilities on the Property without the written consent of WASH. Renter further covenants and agrees to provide to WASH free access to the Equipment to perform its obligations and exercise its rights under this Agreement. Renter shall be responsible and liable for any loss and damage to the Equipment, exclusive of the sole negligence by WASH, its employees or agents. D. WASH shall repair the Equipment after receiving notification from Renter of a malfunction in the operation of the Equipment. WASH shall provide repairs when the repair is necessitated by normal and reasonable operation of the Equipment, except that WASH shall not be liable or responsible for any repairs necessitated by the negligence or misuse of persons other than WASH, accidental damage to the Equipment, or any act or cause beyond the normal and reasonable operation of the Equipment. E. The Equipment shall at all times remain the property of WASH, and shall remain free from all claims by any person or entity other than WASH. F. WASH MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, PERTAINING TO THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. G. Except to the extent caused by the sole negligence of WASH, its employees or agents, Renter shall, to the fullest extent allowed under applicable law, indemnify, defend, and hold WASH harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or resulting from the possession, use, or operation of the Equipment and all related utilities. H. Upon breach by Renter of any of the terms of this Agreement, WASH, in addition to any other remedies available herein or at law, shall have the right, upon notice to Renter, to enter the Property and retake possession of the Equipment. WASH shall be entitled to receive from Renter reasonable costs and attorneys’ fees incurred by WASH in the retaking of the Equipment or in otherwise enforcing WASH’s rights hereunder, including utilizing all or part of the security deposit for any monetary or other default hereunder. I. This Agreement shall be binding upon the heirs, successors, approved assigns, and personal representatives of the parties. Renter agrees to inform WASH, in writing, in advance of any change in ownership or management of the Property. This Agreement may not be assigned without WASH ’s written consent. At the time Renter ceases to be the owner (or authorized agent thereof) of the Property, Renter shall assign this Agreement to the n ew owner of the Property and obtain a duly executed written assumption of this Agreement (“Assumption”) from the new owner of the Property. Such Assumption and a request for WASH’s consent shall be delivered to WASH by Renter. In the event such Assumption and WASH’s consent to assignment are not obtained, Renter will continue to be liable for all payments and obligations under this Agreement and, at WASH’s option, such event may be declared a breach of this Agreement entitling WASH to accelerate all payments due hereunder and exercise any other remedies available to WASH herein and under applicable law. J. Renter hereby warrants and represents that he, she or it is the owner of the Property or the authorized agent thereof acting with full authority to enter into this Agreement. Anyone signing this Agreement on behalf of a corporation, limited liability company, or partnership warrants and represents that he or she has full authority to do so. K. If any term of this Agreement is held to be invalid or unenforceable, then to the fullest extent permitted under applicable law, such term shall be modified or replaced with a term that is valid, enforceable and effects the original intent of the parties as closely as possible; all other terms of this Agreement shall remain in full force and effect. No failure or delay on the part of any party in exercising any right herein shall be deemed to be a waiver thereof, nor shall any waiver of a right preclude any further exercise thereof. L. This written Agreement (i) constitutes the entire understanding between the parties with respect to the subject matter, (ii) supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the parties with respect to the subject matter hereof, and (iii) supersedes and cancels any previous agreement(s) held by WASH on the Property. The parties acknowledge that they have read and understand this Agreement, and that there are no representations or understandings which are not included herein. This Agreement, and any modification and addendum(s) to this Agreement, shall require written approval of both WASH and Renter before becoming effective. M. Any notice (except for requests for equipment repair and service) required or permitted by this Agreement shall be in writing and deemed given (i) if personally served and delivered, (ii) if mailed by U.S. registered or certified mail (return receipt requested), (iii) if delivered by an internationally recognized overnight courier service, or (iv) if sent by electronic mail (return receipt requested), in each case to the parties at the notice address listed in the signature block of this Agreement. N. The parties hereto agree to the use of, and accept, electronic signatures. Each party agrees that the electronic signatures appearing on this Agreement are intended to authenticate this writing and shall have the same force and effect as handwritten signatures for all purposes. This Agreement may be executed electronically or by facsimile or PDF signature in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. DocuSign Envelope ID: 8ECF2896-4D96-4198-B910-82BAFEFC65FF 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1181 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $10,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Phillip Dorn Medical Respite Shelter for the period of December 17, 2021 through December 16, 2026. (100% Medi-Cal Administrative Activities) Attachments:1. Rental Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with WASH Multifamily Laundry Systems, LLC - Phillip Dorn Medical Respite Shelter ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with WASH Multifamily Laundry Systems, LLC in an amount not to exceed $10,000 for the period of October 1, 2024 through December 16, 2026; and RATIFY the execution of a rental agreement for Phillip Dorn Medical Respite Shelter December 17, 2021 through December 16, 2026. FISCAL IMPACT: Approval of this action will result in expenditures of up to $10,000 through December 16, 2026 and will be funded by the Medi-Cal Administrative Activities (MAA) funds allocated to shelters of the Health, Housing, and Homeless Services Division. BACKGROUND: Phillip Dorn Medical Respite Shelter offers a respite care program for homeless adults who are discharging from local hospitals and require medical stabilization services. Respite care refers to recuperative services for those homeless persons who may not meet medical criteria for hospitalization, but who are too sick or medically vulnerable to reside in an emergency shelter and cannot be returned to the streets. The Health, Housing, and Homeless Services Division of Contra Costa Health (CCH) entered into a sixty (60) month term rental agreement with Wash Multifamily Laundry Systems, LLC for the rental of laundry machines at Phillip Dorn Medical Respite Shelter in December 2021. The purchase order with Wash Multifamily Laundry Systems, LLC expired prior to the term end date of the rental agreement, requiring a review of terms and conditions which has caused a delay in the payment of monthly rental invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1181,Version:1 The agreement requires the county to indemnify, defend and hold WASH Multifamily Laundry Systems harmless from any claim arising out of or resulting from the possession, use or operation of the equipment and all related utilities, except to the extent caused by the sole negligence of WASH, its employees or agents. This includes a liability waiver for WASH and its employees and agent for any claims of loss and damage to the Equipment, exclusive of the sole negligence by WASH, its employees or agents, and WASH is not liable or responsible for any repairs necessitated by negligence or misuse of persons other than WASH, accidental damage to the Equipment, or any act or cause beyond the normal and reasonable operation of the Equipment. The Renter shall, to the fullest extent allowed under applicable law, indemnify, defend, and hold WASH harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or resulting from the possession, use, or operation of the Equipment and all related utilities. WASH shall be entitled to receive from the Renter reasonable costs and attorneys’ fees incurred by WASH in the retaking of the Equipment or in otherwise enforcing WASH’s rights under the agreement. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this action would cause undue hardship to the vulnerable population residing at Phillip Dorn Medical Respite Shelter as the laundry machines require servicing and the vendor will discontinue servicing the laundry machines if there are outstanding invoices. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1182 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with R-Computer, Inc. in an amount not to exceed $58,600 for remote device-to-device support software for the period March 15, 2025 through March 15, 2028, and the TeamViewer End-User License Agreement with TeamViewer Germany GmbH. (100% Hospital Enterprise Fund I) Attachments:1. License Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Directors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with R-Computer, Inc. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director (1) a purchase order with R-Computer, Inc., in an amount not to exceed $58,600 for remote device-to-device support software for the period from March 15, 2025, through March 15, 2028, and (2) the TeamViewer End-User License Agreement with TeamViewer Germany GmbH. FISCAL IMPACT: Approval of this action will result in expenditures of up to $58,600 over a three-year period and will be funded by Hospital Enterprise Fund I revenues. BACKGROUND: TeamViewer is currently used to provide remote support to off-site staff. It has a direct integration with Intune which will be our primary end point management software. Once we fully migrate to Intune, TeamViewer will be our only way of providing remote support to our staff. The TeamViewer License Agreement: (1) is governed by German law; (2) limits TeamViewer’s liability to the amount paid by County in the twelve months preceding any claim; and (3) obligates the County to indemnify TeamViewer for third party claims arising out of County’s breach of the terms of the License Agreement. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this action will result in our staff having to come on site for end user device support. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 1 powered by Legistar™   - - - 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1183 Name: Status:Type:Consent Item Passed File created:In control:3/19/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with Alcon Vision, LLC in an amount not to exceed $50,211 and a Sales Order Agreement for the purchase of an Argos Biometer for the Pittsburg Health Center. (100% Hospital Enterprise Fund I) Attachments:1. Sales Order Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with Alcon Vision, LLC ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, 1) a purchase order with Alcon Vision, LLC in an amount not to exceed $50,211 and 2) a Sales Order Agreement for the purchase of an Argos Biometer for the Pittsburg Health Center as part of the Contra Costa Regional Medical Center (CCRMC). FISCAL IMPACT: Approval of this action will result in a one-time expenditure of up to $50,211 and will be funded by Hospital Enterprise Fund I revenues. BACKGROUND: Alcon Vision, LLC is a subsidiary of Alcon Inc., a global leader in eye care. The company develops, manufactures, and markets surgical equipment, vision care products, and contact lenses. It operates in two main divisions. The Surgical Division provides advanced technologies for cataract, retinal, and refractive surgeries. They also offers intraocular lenses (IOLs) and surgical equipment. The Vision Care Division supplies contact lenses, lens care solutions, and other vision-related products. The Argos Biometer is an advanced ophthalmic device used for preoperative planning in cataract surgeries. It provides precise biometric measurements of the eye, which are critical for selecting the appropriate IOL and ensuring optimal surgical outcomes. This device utilizes Swept-Source Optical Coherence Tomography (SS- OCT) technology to deliver highly accurate measurements, even in patients with dense cataracts. It measures the axial length of the eye, corneal curvature (keratometry), lens thickness, and anterior chamber depth, all of which are essential for accurate surgical planning. Also, the Argos Biometer is designed for use in retinal eye CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1183,Version:1 examinations, providing precise measurements to aid in diagnosis and treatment planning. The Sales Order Agreement obligates the County to indemnify and hold harmless Alcon Vision, LLC from any liability that results from non-standard methods of installation or unauthorized uses of the equipment. The vendor’s liability under the agreement is limited to (a) repair or replacement of any goods or (b) refund of the price paid for such goods. The agreement also provides that neither party will be liable for lost profits, injury to goodwill, or any other special, incidental or consequential damages. Under the agreement, the County may also be responsible for paying liquidated damages (15% of the purchase price of the equipment) if the county terminates the agreement before the equipment is delivered. In the event that the vendor engages an attorney to enforce any of its rights or remedies and/or collect any amounts due under the agreement, the County will be liable for such enforcement and collection costs, including but not limited to, reasonable attorneys' fees and court costs. Approval of this request will allow CCRMC to enhance patient care, streamline operations, and ensure the availability of essential resources for optimal healthcare delivery. This purchase will be made via sole source justification. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, CCRMC will not be able to acquire the necessary resources or equipment, potentially compromising patient care and operational efficiency. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ Page 1 of 6 Quote #: PN-077304 Customer billing information: SOLD TO ACCOUNT# (Owner): 0100150871 CONTRA COSTA COUNTY ON BEHALF OF CONTRA COSTA REG MED CTR 2500 ALHAMBRA AVE EQUIPMENT BILL TO ACCOUNT #: 0100150871 CONTRA COSTA COUNTY ON BEHALF OF CONTRA COSTA REG MED CTR 2500 ALHAMBRA AVE Customer Equipment Purchase Order Number/Information (optional): SALES ORDER AGREEMENT This Sales Order Agreement ("Agreement") is between Alcon Vision, LLC ("Alcon"), a limited liability company organized and existing under the laws of the State of Delaware, located at 6201 South Freeway, Fort Worth, Texas 76134-2099 and CONTRA COSTA COUNTY ON BEHALF OF CONTRA COSTA REG MED CTR ("Customer"), a company incorporated and existing under the laws of CA, having its registered office at 2500 ALHAMBRA AVE, MARTINEZ, CA 94553-3156, with Alcon Account Number 0100150871. Alcon and Customer may individually be referred to as a "Party" and collectively as the "Parties." This Agreement will be effective upon full execution by authorized signatories of the Parties ("Effective Date"). Until fully executed by both Parties, this document does not constitute a binding offer or acceptance on behalf of either Party, and no obligation herein may be enforced in any manner whatsoever. AGREEMENT TERMS AND CONDITIONS 1. Program Summary. Alcon shall sell to Customer, and Customer shall purchase from Alcon, the equipment listed and described below (“Equipment”), pursuant to the terms and conditions set forth in this Agreement. Customer agrees to pay for the Equipment, and any applicable System Service Fee(s), as hereinafter defined, in the amounts outlined in this Agreement. 1.1 Equipment Table Equipment 1 ARGOS BIOMETER (ZKIT)-(900242708) $87,000.00 1.2 Purchase Summary Purchase Total: $87,000.00 Less Discounts (excluding trade-in): $42,000.00 Less Trade-in Equipment Discount: $0.00 Purchase Price: $45,000.00 Page 2 of 6 CONTRA COSTA COUNTY ON BEHALF OF CONTRA COSTA REG MED CTR 2500 ALHAMBRA AVE 1.4. Special Financial Instructions. N/A 1.5. Special Shipping Instructions. N/A 1.6. Estimated Shipping Date Customer will accept delivery of the Equipment 30 days after the Effective Date (the date can be extended based upon customer needs). 1.7. Customer Information for UCC Security Interest Filing Requirements Customer's Legal Name: State of Incorporation: Charter ID #: Remainder of Page Intentionally Left Blank Page 3 of 6 2. Purchase Price and Payment. 2.1. Purchase Price. The Purchase Price set forth in the Purchase Summary represents the price for the products and services described in the Equipment Table, less any applicable discounts and trade-in equipment discount, and may include existing amounts owed by Customer to Alcon. 2.2. Payment Terms. Payment for any invoices issued by Alcon pursuant to this Agreement will be due within 30 days of the applicable invoice date unless otherwise agreed to in writing by Alcon. Failure of Alcon to provide a timely invoice does not excuse Customer from payment 2.3. Shipping. The Purchase Price excludes all shipping and handling charges, which shall be invoiced to Customer separately. 2.4. Taxes. The Purchase Price excludes all federal, state, and local taxes, duties, sales taxes, value added taxes, assessments, and similar taxes and duties relating to the Equipment. Customer will be responsible for paying and filing all taxes and duties assessed upon the Equipment or its use or operations or on earnings arising therefrom. 2.5. Service Charges for Late Payment. If Alcon retains a collection agent or initiates any legal action to recover any amounts due hereunder, a service charge may be added to unpaid invoices from the date of such referral or initiation, at Alcon's option, at the rate of 1½% per month (18% per year) or the maximum legal rate, whichever is less. 2.6. Invoicing. Alcon shall have the option to invoice Customer for any amounts immediately due hereunder upon: (i) shipment of the Equipment to Customer; (ii) the installation of the Equipment at Customers location; (iii) completion of necessary training related to the Equipment; or (iv) the Estimated Shipping Date set forth above. 3. Ownership and Proprietary Rights. 3.1. Ownership. Title to the Equipment transfers to Customer upon Alcon's receipt of all sums owed for the Equipment. 3.2. License to Use Equipment. Intentionally omitted. 3.3. Security Interest and Agency. Alcon reserves all rights under applicable laws to register a purchase money security interest or lien on the Equipment. The value of Alcon's security interest or lien equals the purchase price of the Equipment and will be satisfied upon payment in full. Customer represents and warrants that the location of Customer's primary place of business and Customer's legal name are as set forth in the Sold to Account information above. Customer hereby appoints Alcon or its agent as Customer's limited attorney-in-fact to execute and record all documents reasonably necessary to reflect Alcon's ownership interest hereunder. Until Customer's financial obligations hereunder have been paid in full, Customer shall: (i) preserve its corporate existence and not merge into or consolidate with any other entity (whether as one transaction or a series or related transactions) or sell all or substantially all of its assets without notifying Alcon of such event and entering into an appropriate amendment to this Agreement; (ii) not change the state of incorporation or its corporate name without providing Alcon at least 30 days' advance written notice; (iii) not move the Equipment from the Installation Site, as hereinafter defined, without prior written approval of Alcon; (iv) not remove, conceal, or deface any labels, plates, stenciling, or decals placed upon the Equipment to give notice of Alcon's interest in the Equipment; and (v) keep the Equipment free and clear of all liens, claims, and encumbrances in favor of another. 3.4. Proprietary Rights. Customer acknowledges and agrees that the name "Alcon," the name of the Equipment, and all associated logos, branding, and design elements (collectively, the "Marks") are the exclusive property of Alcon. Customer further acknowledges and agrees that the Marks are valuable assets of Alcon and that substantial recognition and goodwill are associated with the Marks. Customer shall not take any action inconsistent with Alcon's ownership of the Marks, and all uses by Customer of the Marks shall inure to the benefit of Alcon. 4. Delivery of Equipment. 4.1. Risk of Loss; Insurance. Equipment shipped by Alcon will be delivered to Customer F.O.B. Origin, with risk of loss passing to customer upon shipment Alcon shall obtain transit insurance coverage for the equipment at Customer's expense during shipment. Charges for such insurance coverage are included in the shipping and handling charges set forth on the invoice and shall be paid by Customer. Customer shall cooperate with the transit insurer in processing any damage or loss claim. Following Delivery of the Equipment to the Installation Site, Alcon shall have no further obligation to obtain insurance for Customer. 4.2. Installation Site. Customer shall be responsible for preparing, at its expense and prior to delivery of the Equipment, a site suitable for the installation and operation of the Equipment and in compliance with applicable laws and any specifications that Alcon may supply to Customer ("Installation Site"). Alcon will not be liable for, and Customer agrees to indemnify and hold Alcon harmless from any liability resulting from, non-standard methods of installation (or such other installation methods not made in accordance with product specifications) by Customer or its personnel, including, but not limited to, ceiling-mount installations. Delivery of the Equipment in undamaged condition to Customer's Installation Site shall constitute delivery to Customer ("Delivery"). The Equipment shall remain at the Installation Site. If Customer intends to move the Equipment to another location after Delivery of the Equipment, Customer shall provide Alcon written notice prior to such move and obtain Alcon's consent prior to moving the Equipment. If the Equipment is transferred in violation of this Agreement, all warranties shall be void, and Alcon shall be under no obligation to provide service or warranty coverage for such Equipment. 4.3. Installation. At an agreed-upon time following Delivery of the Equipment, Alcon personnel shall install the Equipment at the Installation Site and perform applicable tests to determine that the Equipment is operating in conformance with Alcon's product documentation for the Equipment ("Installation"). Alcon agrees to indemnify and hold Customer harmless from any liability resulting from the willful misconduct or negligence of Alcon’s personnel in delivering and installing the Equipment. Page 4 of 6 5. Training. Alcon may, as appropriate, provide Customer with training on, and support of, the Equipment. For certain products, Alcon has established minimum recommended training for the safe and effective use of the Equipment, which will be achieved once at least one qualified surgeon able to perform surgeries with the Equipment at Customer's facility has received the minimum recommended training ("Minimum Training Requirement"). Customer agrees not to make use of such Equipment except as required for the purpose of training toward the Minimum Training Requirement until the Minimum Training Requirement is met. 6. Trade-in Equipment. Trade-in equipment ("Trade-In Equipment"), if applicable and described in the Purchase Summary, must be returned within 90 days of Delivery, or Customer agrees to pay Alcon the trade-in value of the Equipment specified therein (plus applicable taxes) upon invoicing. Customer represents and warrants to Alcon that it has the legal right to transfer title to, and surrender possession of, such Trade-In Equipment to Alcon. Customer further represents and warrants to Alcon that Customer either: (a) owns all right, title and interest in such Trade-In Equipment free and clear of any third-party liens, security interests or other encumbrances of any kind (collectively, "Liens"); or (b) has provided Alcon with a complete written list of such Liens. Customer agrees to obtain, or facilitate Alcon in obtaining, full releases of any such Liens either prior to or promptly after surrendering possession of the Trade-In Equipment to Alcon. Customer agrees to indemnify Alcon from any claims resulting from a breach of any of the warranties in this section. 7. Customer Representations. 7.1. Customer acknowledges and agrees that it: (i) has selected the Equipment based on its professional judgment and expressly disclaims any reliance upon any statements made by Alcon or any agent of Alcon unless provided herein; (ii) is purchasing the Equipment for its own use and not for resale or distribution, and any violation of this acknowledgment shall be a material breach of this Agreement; and (iii) shall use the Equipment only in normal operations for the purposes for which it was designed and shall cause the Equipment to be operated only by competent and qualified personnel and in accordance with applicable manufacturer's instructions. Additionally, Customer acknowledges and agrees that the use of the Equipment other than in accordance with the published instructions or with any disposable or consumable products that are not sold, authorized, or validated by Alcon, is at Customer's sole risk, and Customer hereby releases Alcon (and Alcon hereby disclaims) from any liability for such use. 7.2. The Parties acknowledge that the foregoing restriction on resale or distribution shall not apply to those customers who are participating in the Small Business Administration's 8(a) Program or resale by a financing company in connection with the finance of the Equipment. 8. Equipment Warranty and Maintenance. 8.1. Warranty. From the date of first Installation, Alcon warrants that the Equipment is free from defects in materials and workmanship for a period of one (1) year for new ophthalmic surgical Equipment, three (3) years for new Argos Biometer; and six (6) months for recertified (or refurbished, demo, or other similarly-described) ophthalmic surgical Equipment, two (2) years for recertified (or refurbished, demo, or other similarly-described) for Argos Biometer Equipment (the Warranty). Such Warranty is contingent on proper Equipment installation, maintenance, and operation in accordance with the published instructions. If the Equipment is subject to federal or state consumer warranty laws, Alcon's limited Warranty included with the Equipment applies in place of such warranties; provided, however, that if such warranties cannot be disclaimed, Alcon limits the duration and remedies of such warranties to the duration and remedies available hereunder. THE WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND MADE ONLY TO CUSTOMER. ALCON MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT OR ANY OTHER PRODUCTS, AND SPECIFICALLY DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. ALL WARRANTIES ARE IMMEDIATELY VOID IF THE EQUIPMENT IS SERVICED BY CUSTOMER OR A THIRD-PARTY, OR IF THE EQUIPMENT OR PRODUCTS ARE NOT USED IN ACCORDANCE WITH MANUFACTURERS INSTRUCTIONS. 8.2. Maintenance. Customer shall be responsible for maintaining the Equipment according to Alcon's published instructions. Failure to maintain the Equipment shall be a material breach of this Agreement and may void applicable warranties, and Alcon shall bear no liability or responsibility for such Equipment failure, nor shall such failure excuse Customer from making payments under this Agreement. 8.3. Limitation of Liability. For any Warranty claim hereunder, Alcon's sole and exclusive liability and Customer's sole and exclusive remedy shall be limited to either, at Alcon's sole option, the (a) repair or replacement of any goods which are the subject of any such breach, using new or recertified parts; or (b) refund of the price paid for such goods. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, INJURY TO GOODWILL, OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT UNDER NO CIRCUMSTANCES WILL ALCON'S LIABILITY RELATING TO ITS SALE OF PRODUCTS TO CUSTOMER FOR ANY CAUSE EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PARTICULAR PRODUCTS INVOLVED. 9. Termination. 9.1. Term. The term of this Agreement shall commence on the Effective Date and shall remain in force until the Purchase Price is fully paid, unless earlier terminated earlier in accordance with this Agreement or by written agreement of the Parties ("Term"). 9.2. Termination By Customer. At any time after shipment of the Equipment, but prior to Delivery, Customer may terminate this Agreement without cause by providing written notice to Alcon. In such event, if Alcon determines in its sole discretion that it has been substantially harmed by such termination, Alcon may invoice Customer for liquidated damages, but not as a penalty, in an amount equal to 15% of the Purchase Price of the Equipment. 9.3. Termination By Alcon. Prior to full payment of the Purchase Price, Alcon may, in its sole discretion, terminate this Agreement at any time upon written notice if Customer breaches any material term of this Agreement and such material breach remains uncorrected for 15 calendar days. A material breach includes, but is not limited to, (i) Customer's failure to make any payment when due under this Agreement; (ii) Customer's failure to fulfill any term or provision of this Agreement; or (iii) Customer's bankruptcy, insolvency, business failure, or termination of existence. Page 5 of 6 9.4. Rights upon Termination. Termination of this Agreement shall not prejudice any of the Parties rights and obligations which have accrued prior to termination. If Alcon terminates this Agreement, Alcon may do any one or more of the following without the requirement of further notice (including notice of acceleration): (i) reduce any claim to judgment; (ii) foreclose all liens and security interests securing payment of the Equipment (iii) repossess the Equipment without a breach of the peace; (iv) require Customer to immediately return the Equipment to Alcon, at Customer's expense; and (v) exercise any other rights or remedies under this Agreement or applicable law, including, without limitation, the rights of a secured creditor under the Uniform Commercial Code. If Alcon engages an attorney to enforce any of its rights or remedies and/or collect any amounts due under this Agreement, Customer agrees to pay Alcon's enforcement and collection costs, including but not limited to, reasonable attorneys' fees and court costs. 9.5. Return Option. Customer may return the Equipment at any time within the first thirty (30) days following installation. Should the customer exercise this option there will be no penalty or billing. 10. Compliance with Laws. Customer and Alcon shall, in connection with this Agreement, comply with all applicable United States federal and state laws, regulations, and other authorities, including but not limited to the federal Anti-Kickback Statute (42 U.S.C. 1320a-7b) and comparable state laws. Customer shall comply with, and shall cause each Equipment user to comply with, all applicable laws affecting the Equipment, including, without limitation, the Federal Food, Drug, and Cosmetic Act as well as all applicable rules, regulations and any labeling promulgated thereunder. Customer shall not remove or tamper with any label affixed to the Equipment. Customer and the Equipment users shall use the Equipment in accordance with the Equipment user's manual as same may from time to time be amended. 11. Adverse Event and Recall. Any adverse event, malfunctions, or quality complaints related to the Equipment shall be handled by Customer and Alcon according to local legal requirements. If Alcon is required by law, regulation, direction, or any other reason to recall the Equipment, Customer shall fully cooperate with Alcon in such recall of the Equipment. 12. Miscellaneous. 12.1. Confidentiality. All pricing and terms are confidential and shall remain so for a period of three (3) years following expiration or termination of this Agreement. Customer shall not disclose the pricing and terms hereunder or use this Agreement as a basis for competitive solicitation. Notwithstanding the foregoing, either party may disclose such information to the extent required by law or pursuant to the order or request of a court, administrative agency, or other governmental body. 12.2. No Supply Commitment. Except as specifically provided in this Agreement, this Agreement is not a commitment to supply consumables for the Equipment at any fixed price. Alcon may, in is sole discretion, make adjustments to the price of consumables and decline to supply consumables for any lawful reason, including non-payment of obligations under this Agreement. 12.3. Force Majeure. Neither party shall be liable for any failure or delay in the performance or shipment of any order when such failure or delay is directly or indirectly caused by or in any manner arises or results from fire, flood, accident, riot, war, governmental interference, rationing, allocations or embargoes, strikes or shortages of labor, delay in delivery of material by suppliers, or other difficulties (whether or not similar in nature to any of the foregoing) beyond its control. 12.4. Governing Law. This Agreement is governed by and construed in accordance with the substantive and procedural laws of the State of California (without regard to conflict of law principles). 12.5. Notices. All notices required or permitted under the Agreement shall be sufficient if sent via U.S mail or express courier delivery to a Party at its address as set forth in this Agreement, or at such other address as the Party may designate to the other in writing from time to time. Any such notice mailed via U.S. mail shall be effective three (3) days after it has been duly addressed and postmarked via the U.S. Postal Service. Notices may be delivered electronically only with written acknowledgment of receipt by the other Party, effective upon such acknowledgement of receipt. 12.6. Entire Agreement. This Agreement, including all of the Exhibits or attachments hereto, constitutes the final entire Agreement of the parties hereto with respect to the subject matter hereof, and shall supersede any other agreements or proposals, whether oral or written, pertaining to the subject matter hereof, including, without limitation, any purchase order issued by Customer. Alcon objects to and shall not be bound by any terms and conditions contained in Customer's purchase order forms (regardless of when such purchase order is issued by Customer). 12.7. Survival. The rights and obligations of the Parties under the following sections survive expiration or termination of this Agreement: Confidentiality, Compliance with Laws, Adverse Event and Recall, and Governing Law. 12.8. Waiver. No claim or right arising out of any term or condition of this Agreement or out of any breach of this Agreement can be discharged in whole or in part by a waiver of the claim or right unless the waiver is in writing signed by the party granting such waiver. If any term or condition of this Agreement is held invalid, the remaining terms and conditions of this Agreement shall not be affected thereby. 12.9. Assignment. Alcon may assign or sub-contract its obligations and/or rights under this Agreement. Customer may not assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of Alcon. Any attempted assignment in violation of these restrictions shall be void. The provisions of this Agreement shall be binding upon and shall inure to the benefit of Customer and Alcon, their respective successors, and permitted assigns. In witness whereof, the Parties hereto have executed this Agreement as of the Effective Date noted above. CONTRA COSTA COUNTY ON BEHALF OF CONTRA COSTA REG MED CTR ALCON VISION, LLC ALCON VISION, LLC By: Date: Print Name: Page 6 of 6 By: Date: Print Name: Date: Print Name: 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1184 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a purchase order with Becton Dickinson (BD) and Company in an amount not to exceed $199,000 and a BD Acquisition Agreement for the rental of SlidePrep and PrepMate, and the purchase of service, preventive maintenance, accessories, and consumables for the Contra Costa Regional Medical Center effective the date of last signature and for three years thereafter. (100% Hospital Enterprise Fund I) Attachments:1. Acquisition Agreement Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Purchase Order with Becton Dickinson and Company ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Interim Health Services Director, a blanket purchase order with Becton Dickinson and Company (BD) in an amount not to exceed $199,000 and a BD Acquisition Agreement for the rental of the SlidePrep and PrepMate instruments, and the purchase of service, preventive maintenance, accessories, and consumables for the Contra Costa Regional Medical Center (CCRMC) effective the date of last signature and for three years thereafter. FISCAL IMPACT: Approval of this action will result in expenditures of up to $199,000 over a three-year period and will be funded by Hospital Enterprise Fund I revenues. BACKGROUND: BD is a global medical technology company that develops, manufactures, and sells medical devices, laboratory equipment, and diagnostic solutions. BD specializes in areas such as medication management, infection prevention, diagnostics, biosciences, and surgical solutions. Their products include syringes, needles, catheters, blood collection systems, infusion pumps, and automated diagnostic instruments. BD serves hospitals, laboratories, and research institutions worldwide, focusing on improving patient safety, healthcare efficiency, and disease management. The BD SlidePrep and BD PrepMate, developed by Becton Dickinson and Company (BD), are laboratory instruments designed to streamline specimen preparation for diagnostic testing. The BD SlidePrep automates slide preparation and staining, ensuring consistent, high-quality specimen slides for microbiology and cytology. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1184,Version:1 The BD PrepMate serves as a specimen processing workstation, standardizing sample preparation to reduce manual handling and improve diagnostic accuracy. Together, these instruments enhance efficiency, consistency, and accuracy in laboratory workflows, contributing to better diagnostic outcomes. The agreement includes mutual indemnification for any loss, damages or liability from any third party claim to the extent arising from the indemnifying party’s negligence or willful misconduct, and breach of its representations under the agreement. Becton Dickinson and Company’s liability under this agreement is limited to the amount of all fees paid or to be paid by the County under the customer order(s) to which the matter relates during the twelve-month period immediately preceding the event giving rise to such liability. Neither party will be liable to the other party for (I) any incidental, indirect, special, consequential, or punitive damages (II) any damages for business interruption, or (III) re-procurement costs, loss of profits, income, business, use, data or goodwill. On February 25, 2020, the Board of Supervisors approved agenda item C.48 to execute a purchase order with Becton Dickinson and Company in the amount of $271,872 for the period of April 1, 2020, through March 31, 2025. Approval of this request will maintain workflow efficiency, reduce errors, and support timely, reliable diagnostic results for improved patient care. This purchase will be made via sole source justification, for product and service continuity. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, CCRMC may face delays, increased errors, and reduced diagnostic accuracy due to manual specimen processing. This could impact workflow efficiency, timely diagnoses, and patient care. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ BD ACQUISITION AGREEMENT BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 1 of 9 v. 2023-3-27_BG BD Agreement Number: PACFD36653_2054/02/03_SB Date: February 3, 2025 This BD Acquisition Agreement (“Agreement”) is by and between County of Contra Costa on behalf of Contra Costa Regional Medical Center (“Customer”) and BECTON, DICKINSON AND COMPANY, through its BD Life Sciences – Integrated Diagnostic Solutions business unit (“BD”), each as identified in the applicable signature block below. BD agrees to provide and Customer agrees to pay for, the Equipment, Consumables, Accessories, and/or Software (“Products”) and/or services (“Services”) set forth in this Agreement, all in accordance with the terms and conditions set forth herein. This Agreement is comprised of: 1) Customer Pricing and Commitments (Exhibit A); 2) Standard Terms and Conditions (Exhibit B); 3) Warranty and Service Terms and Conditions (Exhibit C); and 4) Service Plans (Exhibit D); In the event of conflict among the foregoing items, the order of precedence is as numbered above. This Agreement constitutes the complete agreement of the parties relating to BD’s delivery of the goods and/or services identified in Exhibit A and supersedes all prior oral or written proposals, statements, agreements, commitments, or understandings with respect to the matters provided for herein.  Term of Agreement (“Term”): 36 months (commencing on the Effective Date of this Agreement); Customer has option to renew for two (2) consecutive twelve (12) month renewals  Price Protection: 12 months  Payment Terms: Net 30 days  Shipping option Equipment: Direct  Shipping option Consumables: Direct  Service Plan Term: 36 months (commencing on the Effective Date of this Agreement)  BD offer Expiration Date (if not signed by both parties below): 60 days from Date of Agreement Each party has caused this Agreement to be signed by an authorized representative on the date set forth below, the latter of which will be the “Effective Date” of this Agreement. CUSTOMER: County of Contra Costa on behalf of Contra Costa Regional Medical Center BD: Becton, Dickinson and Company, through its BD Life Sciences – Integrated Diagnostic Solutions business unit Address: 2500 Alhambra Ave. Martinez, CA 94553 7 Loveton Circle Sparks, MD 21152 www.bd.com Agreed to By: Agreed to By: Print Name: Print Name: Print Title: Print Title: Date: Date: Exhibit A: Customer Pricing and Commitments BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 2 of 9 v. 2023-3-27_BG 1. Equipment. The Equipment covered by this Agreement is set forth below. Customer agrees to purchase or rent the Equipment, as the case may be, at the price set forth below. All payments are to be made in accordance with and subject to Exhibit B, Section 3 (Payment Terms). The Equipment shall be located at the address listed below. Equipment Description Equipment Location SKU Unit Qty. Acquisition Method1 Serial No. BD Totalys SlidePrep 2500 Alhambra Ave., Martinez, CA 94553 491346 1 Reagent Rental - Onsite TSP0422 BD PrepMate 2500 Alhambra Ave., Martinez, CA 94553 491103 1 Reagent Rental - Onsite NA 2. Equipment Software and Accessories. Intentionally Deleted. 3. Equipment Installation. Intentionally Deleted. 4. Consumable Purchase Requirements. During the Term, Customer agrees to purchase the consumables, reagents, panels, supplies and/or assays (hereinafter, the “Consumables”) as set forth below. Consumable Description SKU/CAT# Annual Unit Commitment Total Commitment Case/Kit Pricing GYN SUREPATH™ 480 SlidePrep Kit 491456 7,680 Tests / 16 Kits 23,040 Tests / 48 Kits $2,316.60 GYN SUREPATH™ 480 PrepMate Kit 491455 7,680 Tests / 16Kits 23,040 Tests / 48 Kits $422.40 Kit Cytology Stain 491458 16 Kits 48 Kits $40.00 A Combination of the following Vial and Collection Device Kits: 16 Kits 48 Kits GYN prefilled Preservative Vial Kit 500 ea 491452 $375.00 Rovers Cervex Brush 500 ea Collection Device 491461 $350.00 Cooper Brush / Spatula 500 ea Collection Device 490525 $350.00 Rovers Combi-Brush 500 ea Collection Device 491462 $350.00 NON-GYN SUREPATH™ 192 SlidePrep Kit 491304 As Needed As Needed $1,231.60 BD CytoRich Red Preservative 3.6L 491336 As Needed As Needed $130.00 BD NON-GYN Stain Kit 491459 As Needed As Needed $40.00 The complete GYN Lab Kit consists of the SlidePrep Kit, PrepMate, Vial, and a Collection Device. The complete GYN Lab Kit price is $7.30 Price Per Test. The complete NON GYN Lab Kit consists of the NG SlidePrep Kit, CytoRich Red, NG Stain Kit. The complete NON GYN Lab Kit price is $7.30 Price per Test. Quarterly Unit Commitments will be enforced as provided in Exhibit A. Section 4 (Consumable Purchase Shortfall) after the date the Equipment is installed (“Installation Date”). Notwithstanding the foregoing, Customer shall meet their Annual Unit Commitment. In case of non-renewal and upon Term expiration of this Agreement, if the Total Unit Commitment described in Exhibit A.4 is not met by the Customer, BD may invoice the Customer the remainder of the outstanding unpurchased Consumables for the Term. 5. Training. The following training will be provided for newly purchased Equipment: None (Refer to Equipment User's Manual and the Labeling) 6. Service. Customer shall maintain a service plan (“Service Plan”) for all Equipment listed in Section 1 (Equipment) during the Term. Service Plan Financed through the purchase of Consumables Equipment Description Service Plan Term Service Plan Unit Qty. Annual Cost Per Unit Total Annual Cost Total Term Cost BD SlidePrep 36 Essential 1 The cost of the Service Plan is included with the price of the Consumables through the expiration of this Agreement. BD PrepMate 36 Essential 1 The cost of the Service Plan is included with the price of the Consumables through the expiration of this Agreement. If, at any time, Customer does not maintain a Service Plan, Customer will be required to pay for Service at BD’s then-current rate for parts, labor, travel and material. 1 For Equipment purchased under a Reagent Rental or Lease, BD shall retain title to the Equipment. Exhibit B – Standard Terms and Conditions BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 3 of 9 v. 2023-3-27_BG 1. Pricing. Prices for Consumables will remain firm for the period identified in this Agreement beginning on the Effective Date. After such period, prices are subject to an increase of 3% per annum to be applied to the then current price effective upon the next and each subsequent anniversary of the Effective Date. For Consumables shipped directly by BD, BD will arrange for shipment, freight prepaid and added to the invoice. Notwithstanding anything to the contrary contained in this Agreement, in the event Products are purchased through authorized distributors, the applicable terms of the Customer’s agreement with the authorized distributor govern the relationship between those parties, including as to all pricing, taxes, ordering, delivery and return terms. Prices included in this Agreement shall be provided by BD to its authorized distributors, such prices represent the maximum price distributors may charge the Customer for such Products. Prices for Service Plans will remain firm for the duration of the Service Plan Term. After the expiration of the Service Plan Term, prices are subject to an increase of 3% per annum to be applied to the then current price effective upon the next and each subsequent anniversary of such increase. 2. Consumable Purchase Shortfall. Consumable purchases may be reviewed and/or reconciled by BD during the Term, at BD’s sole discretion. Consumable Purchases may be monitored by BD on a quarterly (3-month) basis to determine if Customer is complaint with Annual Unit Commitment compliance stated under Exhibit A.4. If BD determines that Customer has not met the twelve-month Annual Unit Commitment, BD may revoke price protection and increase prices to 3%. If Customer is compliant, prices will be determined based on price protection specified in this Agreement. If Customer’s actual Consumable purchases fail to average the Annual Unit Commitment for any three (3) months period during the Term after the Ramp Up Period (each, a “Compliance Period”), BD may do any combination of the following: (1) invoice Customer for the difference between the agreed minimum Consumable Purchase Requirements and the quantity of Consumables actually purchased, at the contract price then in effect; or (2) revise the then current Consumables pricing to reflect such lower volumes and extend the Term to allow Customer to make up for such shortfall. BD shall provide Customer written notice of any adjustment under this Section. If Consumable purchases exceed the Consumables Purchase Requirements during any Compliance Period, excess purchases will be applied towards the next consecutive Compliance Period during the Term. 3. Payment Terms. The terms in effect under this Agreement are net thirty days from date of invoice. Invoices forty-five days or more past due may be subject to a late charge of 1.5% per month or the maximum permitted by law, whichever is less, from the due date until the date such payment is receiv ed by BD. Notwithstanding anything to the contrary contained in this Agreement, in the event Products are purchased through authorized distributors, the applicable terms of the Customer’s agreement with the authorized distributor govern the relationship between those parties as to invoicing and payment terms. 4. Taxes. Customer shall pay all taxes and assessments including interest and penalties which might be levied against the Products during the Term. BD will not collect sales tax if Customer provides BD with written evidence of Customer’s exemption. 5. Title. Title to Consumables passes upon delivery to Customer. Title to the Equipment will remain with BD, at all times, until receipt of payment of the purchase price, if any, and shall remain with BD indefinitely in cases where the Equipment Acquisition Method is a Lease or Rental. 6. Service. The BD Equipment listed on Exhibit A Section 1 (Equipment) is regulated by the Food and Drug Administration. As such, only BD’s designated service technicians (“Service Representative”) may service, maintain (other than maintenance described in the Equipment User’s Manual expressly to be done by the end user) or repair the Equipment. If no Service Plan has been purchased by Customer as indicated in the Exhibit A Section 5 (Service), Customer shall be responsible for charges for service activities and shall be billed at BD's then prevailing rate for parts, labor, material and travel. Regardless of the Service Plan selected, Customer shall be responsible for promptly informing BD in the event maintenance or service is required or advisable with respect to the Equipment. BD reserves the right to use new or refurbished parts related to the Equipment. Service shall be provided by appointment Monday through Friday from 8:00 am to 5:00 pm (excluding BD holidays) at Customer’s facility. 7. Maintenance and Risk of Loss. Customer agrees to maintain the Equipment in accordance with Equipment User’s Manual, Labeling, and Documentation. In the case of a Lease or Rental, Customer agrees to maintain the Equipment in accordance with the Documentation and Customer shall bear all risk of loss and damage with respect to the Equipment for any cause from delivery of the Equipment until such Equipment is returned to BD. If any of the Equipment is damaged or destroyed while in Customer's possession, Customer shall promptly notify BD and the repair or replacement of such Equipment shall be at Customer’s expense. 8. Approved Use. The Products are intended for use in accordance with the User’s Manual, Package Insert, and other Labeling (including the limitations and restrictions contained therein). Customer shall use the Products in a manner consistent with all applicable laws, rules and regulations, and shall be responsible for determining that the Products are appropriate for its use. 9. Limited Warranty. a. Consumables. BD warrants that, during the Term and provided Customer remains in compliance with the terms and conditions of this Agreement and uses, stores and maintains the Consumables in accordance with the labeling, including package and product inserts (the “Labeling”), all Consumables furnished under this Agreement will meet the specifications stated in the Labeling in all material respects, and that all Consumables furnished under this Agreement shall be free from defects in material and workmanship until the expiration date stated in the Labeling for such Consumables or for six months for Consumables without a stated expiration date (the “Consumables Warranty Period”). For any breach of the limited Consumables Warranty set forth herein, BD’s sole liability, and Customer’s sole and exclusive remedy, will be for BD, at its option, to replace the non-conforming Consumables with Consumables that conform to such limited warranty, or to refund to Customer the amount paid to BD for such non-conforming Consumables. Customer must provide written notice of any such non-conformance to BD within ten days of the occurrence of the non-conformity. To the extent the Consumables are used for patient tests, including screening tests, the limited warranty set forth herein does not apply to the actions of Customer and/or its health care providers in determining the course of patient care. b. Equipment. BD warrants to the Customer that during the twelve month period after the Installation Date (the “Equipment Warranty Period”) and provided Customer (i) remains in compliance with the terms and conditions of this Agreement; (ii) uses, stores and maintains the Equipment in accordance with the Equipment User’s Manual and the Labeling; and (iii) uses the Equipment with authorized or compatible Consumables in accordance with the Equipment User’s Manual and the Labeling; all Equipment hereunder will meet the specifications stated in the Equipment User’s Manual and the Labeling in all material respects, and that all Equipment purchased under this Agreement shall be free from defects in material and workmanship for the Equipment Warranty Period. For any breach of the lim ited Equipment Warranty set forth herein, BD’s sole liability, and Customer’s sole and exclusive remedy, will be for BD, to repair or replace the non-conforming Equipment with Equipment that conforms to such limited warranty. Customer must provide written notice of any such non-conformance to BD within the Equipment Warranty Period. c. Service. All parts supplied by BD during the Equipment Warranty Period or any Service Term period are warranted against defects in material and workmanship until the expiration of Equipment Warranty Period, Service Term or ninety days, whichever is longer. All service shall be performed in a professional workmanlike manner. BD's sole liability, and Customer's sole and exclusive remedy, under this limited warranty shall be to repair or replace parts fou nd to be defective, and to correct any Service not performed in accordance with the Equipment Warranty or Service Term. The warranties do not apply to Equipment and/or parts that have been misused or not maintained in accordance with User’s Manual or Labelling. d. Software. Except as set expressly forth in this Agreement, the software is provided “as is”. BD does not warrant that the software is error-free or will operate without interruption. BD does not warrant that the software will work in all combinations selected by the Customer or that the software will meet the requirements of the Customer. BD’s express warranties will not be enlarged, diminished or be affected by, and no obligation or liability will arise out of BD’s rendering technical or other advice or service in connection with the software. Without limiting the foregoing, BD disclaims all warranties whatsoever (including but not limited to any express warranties) with respect to any third party or Customer software, whether or not specifically recommended by BD or interoperating with the software, including customer-sourced hardware. e. THE LIMITED CONSUMABLES, EQUIPMENT, SOFTWARE AND SERVICE WARRANTIES PROVIDED UNDER THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY BD HEREUNDER, AND SHALL BE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10. Software. (a) Software Applications. The software applications provided by BD hereunder are tools to be used by Customer, its staff, employees and agents in the performance of their professional responsibilities and should not substitute for, and are not intended to replace, their professional skill and judgment and clinical decision Exhibit B – Standard Terms and Conditions BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 4 of 9 v. 2023-3-27_BG making. Customer agrees that it is solely responsible for the care of its patients, and agrees that the use of the software f or any purpose related to such care or otherwise cannot in any way be controlled by BD. Customer assumes all risks and liability for use of the information produced as a result of the operation of the software, whether such information is used alone or in combination with other information; (b) Privacy and Confidentiality. Customer shall also be responsible for maintaining the privacy and confidentiality of data and for compliance with applicable laws governing privacy of patient information and other personal data, and for conducting and maintaining timely backup procedures to protect the data from loss or corruption. BD is not responsible for any archival, backup or disaster recovery services; (c) Software License. BD hereby grants a nonexclusive, nontransferable, limited license to use the software provided to the Customer solely in connection with Equipment purchased/leased under this Agreement and only in conjunction with Customer’s internal business use of the Equipment purchased/leased under such Agreement. Customer receives no title or ownership rights to the software and may not distribute it or make it available over a network where it could be used by other systems or machines. Except as expressly provided herein Customer may not (i) modify, adapt, decompile, disassemble, or reverse engineer the software; (ii) create any derivative works based on the software; (iii) make any copies of the software, except for one copy solely for backup or archival purposes; (iv) allow any third party to use or have access to the software; or (v) sell, transfer, assign or sublicense the software. (d) Third Party Software. The software may include software and data licensed from third parties, and such software and data are subject to the applicable third-party licenses. Customer shall comply and cause its Users to comply, with such third-party license. It is the responsibility of Customer to register all third- party products and software with the third party for purposes of warranty and end user license agreement (“EULA”). If the product contains CylancePROTECT® anti-malware end point security, Customer hereby acknowledges and agrees that it has read, reviewed, understands, and its use of CylancePROTECT is subject to, the EULA located at https://www.cylance.com/en_us/bd-eula.html. 11. Software License and Support Terms and Conditions. If applicable, Customer shall execute a Software License and Support Agreement, which shall be attached hereto as Exhibit E. 12. Indemnity. a. General Indemnification. Each Party shall defend against and indemnify the other Party for any loss, damages, or liability, including reasonable attorneys’ fees, resulting from any third party claim (“Claim”) to the extent arising from the indemnifying Party’s (a) negligence or willful misconduct, and (b) breach of its representations, warranties and covenants under this Agreement. In addition, BD shall defend against and indemnify Customer for any Claim to the extent arising from the breach by BD of its express warranty provided under this Agreement, and Customer shall defend against and indemnify BD for any Claim to the extent arising from, (x) the negligence or willful misconduct of any healthcare professional in performing services in a healthcare facility owned or operated by Customer. The indemnified Party shall give prompt notice of the Claim to the indemnifying Party; however, any delay in giving notice will not excuse the indemnifying Party’s obligations under this section, except to the extent the indemnifying Party has been prejudiced by the delay. The indemnified Party shall cooperate with the indemnifying Party in the defense of the Claim and in any settlement of the Claim; however, the indemnified Party may employ separate counsel, at its expense, to provide or participate in the defense, and the indemnifying Party may not settle a Claim unless the settlement completely and forever releases the indemnified Party from all liability with respect to the Claim. b. Infringement Indemnification. 1. BD Obligations. Notwithstanding the general indemnification section, and subject to the exceptions noted below, BD shall defend Customer against any Claim that BD’s manufacture or sale of Products infringes any patent or copyright of such person enforceable in the U.S. or misappropriates any trade secret of such person (“Infringement Claim”). On the occurrence of any Infringement Claim, or in the event BD believes an Infringement Claim is likely, BD may, at its option (i) modify the Products to make it non-infringing, or substitute functionally equivalent Products; or (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) refund the purchase price of the Products in question. 2. Exceptions. BD will have no obligation or liability to the extent the Infringement Claim arises from: (i) the combination or use of the Products with products, services, hardware, software, technology, data or other materials not furnished or approved by BD; (ii) modification of the Products, except as expressly authorized by BD in writing; or (iii) use of the Products other than in accordance with the Documentation, in violation of the Agreement or any applicable law or regulation, or after notice from BD that Customer should cease use of the Products. 3. Sole Remedy. The obligations set forth in this section will constitute BD’s entire liability and Customer’s sole remedy for any actual or alleged Infringement Claim. 13. Limitation of Liability. a. Excluded Liabilities. NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR: (I) ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) ANY DAMAGES FOR BUSINESS INTERRUPTION; OR (III) RE-PROCUREMENT COSTS, LOSS OF PROFITS, INCOME, BUSINESS, USE, DATA OR GOODWILL. b. Liability Limitation. Excluding claims for the total fees due under a Customer Order, the total liability of a Party in connection with any matter arising from or relating to a Customer Order (whether in contract, tort, negligence or otherwise) will be limited to the amount of all fees paid or to be paid by Customer under the Customer Order(s) to which the matter relates during the twelve-month period immediately preceding the event giving rise to such liability. c. Exceptions. The exclusions set forth in Section Exhibit B. Section 13(a)13.a (Excluded Liabilities) and the limitation set forth in Exhibit B. Section 13(b)13.a (Liability Limitation) will apply to the fullest extent permitted by law, but will not apply to any liability arising from: (i) indemnification obligations hereunder related to death or bodily injury; or (ii) a Party’s fraud gross negligence or willful misconduct. 14. Data Security; Privacy. Customer hereby acknowledges and represents that (i) it has read, reviewed and understands any and all Documentation located at https://www.bd.com/en-us/support/product-security-and-privacy related to the Equipment and will periodically review such Documentation for any changes, improvements, and/or updates as applicable to the relevant Equipment (s); (ii) any information contained in the Product Security White Papers is for ref erence purposes only; and (iii) BD does not make any promises or guarantees to Customer that any of the methods or suggestions described in the Product Security White Papers will protect data, programs and systems associated with the Equipment; restore Customer’s systems; resolve any issues related to any malicious code or achieve any other stated or intended results. Customer hereby agrees to accept and exclusively assume any and all risk of utilizing or not utilizing any guidance described in this Product Security White Paper. Furthermore, Customer represents, warrants, and covenants that (1) Customer’s use of the Equipment does not and will not invade or violate privacy, personal or proprietary rights, or other common law or statutory right of any third party, (2) Customer has implemented reasonable and appropriate safeguards to protect data, programs and systems associated with the Products in accordance with legal requirements and industry standards, including appropriate physical safeguards, and (3) Customer shall not upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any Products, or that contains other harmful, disruptive, or destructive files or content. BD incorporates a patch management program where security patch validations are performed quarterly and released annually for select BD manufactured Equipment. Deployment of software patches are product dependent and may be deployed remotely or onsite by a field service engineer. Customer shall maintain the privacy and confidentiality of Customer Data and comply with applicable laws governing privacy of Customer Data (including PHI), and for conducting and maintaining timely backup procedures to protect Customer Data from loss or corruption. BD is not responsible for any archival, backup or disaster recovery services with respect to Customer Data. No data generated, hosted or stored by or through a Product or BD is or should be considered an electronic medical record. Customer is responsible for printing or storing any data as may be necessary or appropriate to include in any medical record maintained by Customer. 15. Customer Data. BD may access and use Customer Data: (i) to provide Products, Support, and Implementation Services under the Agreement; (ii) to improve Products and to develop new Products to improve the delivery, quality, or safety of healthcare; (iii) for benchmarking; and (iv) for aggregate analysis. Notwithstanding the foregoing, BD may only use or disclose PHI in accordance with the BAA, as applicable. If Customer Data contains Protected Health Information as defined by 45 CFR §160.103, then BD will use such Data in conformance with the Privacy Rule and, before disclosing such Data, de identify such Data pursuant to 45 C.F.R. § 164.514 and dissociate such Data from Customer. “Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. 16. Confidential Information; Retention of Rights. Exhibit B – Standard Terms and Conditions BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 5 of 9 v. 2023-3-27_BG a. Publicity. A Party shall obtain the other Party’s prior written consent, before (i) issuing any press release or other public disclosure regarding the Agreement; or (ii) using the other Party’s name, trademark, service mark, logos, or trade dress (collectively, “Marks”). Each Party must comply with the other Party’s requirements for use of either Party’s Marks in any press release or other promotional material. b. Confidentiality Obligations. Except as provided below, neither Party shall disclose Confidential Information to any other person, or entity other than the Federal Government, a Party’s advisors for purposes consistent with the Agreement, or as required by law. In the event a Party in receipt of Confidential Information (“Receiving Party”) is requested or becomes compelled, by a court of competent jurisdiction, administrative agency or other governmental body, to disclose Confidential Information of the Party that disclosed the Confidential Information (“Disclosing Party”), the Receiving Party will provide the Disclosing Party with prompt notice. BD’s obligations in this paragraph and the exceptions in paragraph 16.c below supersede any obligations of BD or any BD representative contained in any confidentiality agreement or statement executed or acknowledged at the entry of any Customer facility, which agreements or statements are void. c. Exceptions. The obligations of this confidentiality section do not apply to information that: (i) was in the public domain or was known to the Receiving Party before the information was received by the Receiving Party; (ii) is developed by the Receiving Party or on its behalf independently of the information disclosed by the Disclosing Party as shown by written record; (iii) is acquired by the Receiving Party from a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) becomes public knowledge without breach by the Receiving Party of any obligations of confidence to the Disclosing Party. d. Retention of Rights. BD owns or has rights to all Intellectual Property embodied or embedded in, or practiced by, the Products, Documentation, or BD Data (as defined in a Schedule), and all rights therein. No services, including design technical support or advisory services, will be performed as works made for hire and BD retains full rights to design or market the same or similar designs for other customers. Customer acknowledges that BD is in the business of, among other things, creating custom Products for its customers. BD may create or sell any product or service to another customer provided that it will not use the Confidential Information of Customer in so doing. Some Products are sold subject to the terms of a label license. If Customer gives to BD any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), Customer gives to BD, without charge, royalties or other obligation to Customer, the right to make, have made, create derivative works, use, share and commercialize Customer Feedback in any way and for any purpose. Customer will not give Feedback that is subject to a license that requires BD to license its software, technologies or documentation to any third party because BD includes Customer Feedback in them. 17. Disclosure Requirements. The value of any rebates, discounts or incentives provided to Customer may constitute a “discount or other reduction in price” under 42 USC §1128B(b)(3)(A) of the Social Security Act [42 USC §1320a-7b(b)(3)(A)]. Customer shall satisfy any and all requirements imposed on buyers relating to discounts or reductions in price, including, when required by law, to disclose all discounts or other reductions in price received from BD and to accurately report under any state or federal health care program the net cost actually paid by Customer. 18. Termination. a. Termination of Agreement. This Agreement may be terminated by Customer at any time, without cause, for any reason upon ninety days written notice to BD, subject to the following: i) Customer shall pay to BD an aggregate amount equal to the purchase price under this contract for all unpurchased Consumables remaining on the Agreement as determined by BD; and ii) all invoices must be paid in full, including any invoices pertaining to Consumable Purchase Shortfalls. Either party may terminate this Agreement if the other party is adjudged insolvent or bankrupt, or upon any assignment for the benefit of the other party’s creditors, or upon the liquidation, dissolution or winding up of its business. In the event of a Reagent Rental or Lease, upon termination of this Agreement for any reason, Customer shall return the Equipment to BD, in as good condition as when Customer received it except for ordinary wear and tear, to a location and in a manner designated by BD and any costs associated therewith shall be borne by Customer and paid in accordance with Section 3. (Payment Terms). b. Termination of Service Plan. Customer understands that only BD Personnel shall service BD Equipment. For Equipment purchased and owned by Customer, a Service Plan may be terminated at any time, without cause, for any reason upon ninety days written notice to BD. In the event any Service Plan is terminated for any reason, any Service required by Customer shall be billed at BD’s then-current Time and Material rates. Customer shall receive no refunds and shall continue to receive Service through the end of the then-current Term year. Service Plans for Lab Automation/BD Kiestra™ Equipment may not be terminated by Customer prior to the expiration of the Service Plan Term. c. Termination for Ineligibility. Either Party may immediately terminate the Agreement, as its sole remedy, if the other Party’s key personnel is convicted of an offense related to health care or listed by a federal agency as being debarred, excluded, or otherwise ineligible for federal healthcare program participation. d. Termination for Cause. Either Party may terminate this Agreement if the other Party commits a material breach, and, except with respect to a payment breach, fails to cure such breach within thirty days after notice of the breach. If BD terminates this Agreement for breach, Customer shall be obligated to pay the applicable fee for unpurchased Consumables as set forth in above. 19. Assignment. Neither party may assign any of its rights or interest in this Agreement without the prior written consent of t he other party, which consent shall not be unreasonably withheld or delayed, except that either party shall be permitted to assign, delegate, sublicense or otherwise transfer this Agreement, in whole or in part, without the other party’s consent to an affiliate or a successor in interest to substantially all of such party’s assets to which this Agreement relates, whether by way of merger, acquisition, reorganization, spin-out, or otherwise. 20. No Resale. Products purchased under this Agreement are NOT FOR RESALE and BD may, without limitation of other rights or remedies, prior notification or penalty, terminate this Agreement void any applicable warranty, if any Customer resells any Products or provides such Products for use by another party. 21. Contract Formation. The Agreement is subject to withdrawal by BD at any time before acceptance. Customer accepts by signing and returning the Agreement. Upon Customer’s acceptance, the Agreement and the related terms and conditions referred to in the Agreement (including, without limitation, any Exhibits, Schedules, Addenda, and Amendments) shall constitute the entire agreement relating to the products and services covered by the Agreement. The parties agree that they have not relied on any oral or written terms, conditions, representations or warranties outside those expressly stated or incorporated by reference in this Agreement in making their decisions to enter into this Agreement. No agreement or understanding, oral or written, in any way purporting to modify the terms a nd conditions of this Agreement, whether contained in Customer’s purchase order, order acknowledgment, invoice, shipping release forms or other unilateral document of either party, shall be binding on BD unless hereafter made in writing and signed by BD’s authorized representative. Customer is hereby notified of BD’s objection to any terms inconsistent with this Agreement and to any other terms proposed by Customer in accepting this Agreement. Neither BD’s subsequent lack of objection to any such terms, nor the delivery of the products or services, shall constitute an agreement by BD to any such terms. 22. General. This Agreement may be amended only in writing, signed by both parties. All terms and conditions are severable and all remedies hereunder or at law or in equity are cumulative and nonexclusive. Either party’s failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Each party is an independent contractor and does not have the authority to bind the other party. No third party is a beneficiary of this Agreement. All claims regarding this Agreement are governed by the laws of the State of New Jersey, except for any choice or conflict of law principles. This Agreement binds and inures to the benefit of the parties’ permitted successors and assigns. All notices under this Agreement must be sent by overnight commercial delivery to the address set forth in this Agreement by each party. Any failure or delay by a party to comply with its obligations under this Agreement (other than any obligation for the payment of money) is not grounds for liability to the extent the failure results from factors beyond its reasonable control. References to the word “including,” means “including, without limitation”. A facsimile, electronic or scanned copy of this Agreement bearing authorized signatures may be treated as original. 23. Insurance. BD will maintain: (i) commercial general liability insurance including Customer as an additional insured, with per occurrence limits and aggregate limits (including any excess or umbrella coverage) of not less than $2,000,000 and $5,000,000, respectively; (ii) Products and Completed Operations insurance, and at Customer’s written request including Customer as an additional insured to the extent of the indemnification obligations hereunder with per occurrence limits and aggregate limits of not less than $5,000,000 and $5,000,000 respectively; (iii) professional errors and omissions insurance that contains cyber liability and privacy notification insurance with per Exhibit B – Standard Terms and Conditions BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 6 of 9 v. 2023-3-27_BG occurrence limits and aggregate limits of not less than $1,000,000 and $3,000,000; and (iv) workers’ compensation insurance in compliance with statutory requirement and employers’ liability insurance in an amount of not less than $1,000,000 per occurrence. Notwithstanding the foregoing, the Parties understand and agree that BD may self- insure for all or part of the insurance required hereunder. If any of the required policies are written on a claims-made basis, then such policies will be maintained for a period of not less than 3 years following the termination or expiration of the Agreement. Customer may access BD’s Memorandum of Insurance (MOI) at any time by using the web address: https://marshdigital.marsh.com/marshconnect/viewMOI.action?i&client=D409. 24. Force Majeure. Except for the obligation to pay fees when due, neither Party will be liable for any failure or delay in performance of its obligations hereunder by reasons of acts of God or the public enemy, war, terrorism, fire, flood, shortage or failure of suppliers, interruption or failure of telecommunication or digital transmission links, Internet disruptions, power failures and other circumstances beyond its reasonable control (each, a “Force Majeure Event”) for as long as such Force Majeure Event continues. The Party so affected by the Force Majeure Event must give prompt written notice to the other Party and, to the extent practicable, describe in reasonable detail the nature of the Force Majeure Event. Either Party may terminate this Agreement if a Force Majeure Event continues for more than ninety continual days. 25. Defense Production Act. Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that in the event the Defense Production Act is invoked and BD is directed to prioritize government purchase orders over commercial purchase orders, BD may not be able to fulfill quantities of Products ordered by or committed to Customer and BD will not be in breach of this Agreement. 26. Survival. Except as expressly set forth in this Agreement, Customer’s payment obligations and Sections 12 (Indemnity), 13 (Limitation of Liability), 14 (Data Security), 15 (Customer Data), 18 (Termination), 20 (No Resale), 21 (Contract Formation), 22 (General), 24 (Force Majeure), 25 (Defense Production Act), and 26 (Survival) shall survive the expiration or termination of this Agreement. 27. Additional Terms and Conditions. The following terms and conditions shall be incorporated into the Agreement. In the event of conflict among the foregoing terms and conditions and these Additional Terms and Conditions, the foregoing terms and conditions shall supersede.  Business Review. On a quarterly basis, upon Customer’s request, the Parties may review the Consumable Purchase Requirements under this Agreement (“Business Review”).  Improved Technology. Notwithstanding anything to the contrary, and at BD’s sole discretion, in the event BD releases new Equipment or Software with improved function, reliability, quality or advanced technology that exceeds the level of function, reliability, quality or technology of the Equipment or Software set forth in Exhibit A. Section 1. (Equipment) ("Improved Technology"), Customer may upgrade to such Improved Technology at Customer’s sole expense, by written amendment executed by both parties.  Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Exhibit C – Warranty and Service Terms and Conditions BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 7 of 9 v. 2023-3-27_BG When BD performs service for Equipment pursuant to a Warranty or Service Plan, it will do so subject to the following terms and conditions: 1. Service Plan. Service Plans are available for post Warranty service coverage and, except as provided for herein, are not assignable by Customer and shall not pass to the benefit of any eventual transferee of the Equipment from Customer. 2. Service. Service shall be provided as indicated in Exhibit A. Section 6. (Service). 3. Train the Trainer or Implementation Training. 3.1 Train the Trainer. BD Equipment that includes the Train the Trainer Training Course as part of its Equipment selling price, will be conducted Monday – Friday between 8:30 am and 5:00 pm with a duration as stated within the course curriculum. The training is limited to a maximum of four (4) students. The number of days/hours/facilities is Equipment specific, additional information is available upon request. Additional students or training are provided as optional services for an additional fee. 3.2 Implementation Training. BD Lab Automation Equipment includes implementation training as part of its Equipment selling price, will be conducted Monday – Friday between 8:30 am and 5:00 pm with a duration as stated within the course curriculum. The training is limited to the number of students as provided for in the BD Training Brochure or BD Technical Training Program Table. The number of days/hours/facilities is Equipment specific, additional information is available upon request. Additional students or training are provided as optional services for an additional fee. 4. BD Responsibilities. 4.1 Service to be Performed. With respect to the Equipment set forth in the Agreement to which these terms and conditions relate, and subject to these ter ms and conditions, BD agrees to send a Service Representative to perform, if applicable, (a) the number of preventive maintenance inspections included in the selected Service Plan (the “Preventive Maintenance”) and (b) unlimited emergency visits as reasonably requested by Customer to perform repairs (the “Repair Services”) (Preventive Maintenance and Repair Services, together, the “Services”). The Service Representative must be given full and free access to the Equipment. In addition, BD may, through an authorized service provider, provide Service on components and software manufactured by third parties in accordance with the warranty of such third-party manufacturer. It is the responsibility of Customer to register all third-party products and software with the third party for purposes of warranty and end user license. BD does not provide Service on computers, workstations, printers, or other items not listed as Equipment hereunder. BD may repair or replace any Equipment at its discretion in satisfaction of its obligations hereunder. 4.2 Preventive Maintenance Inspections. During each Preventive Maintenance visit the Service Representative will evaluate Equipment performance and provide a preventative maintenance kit (if applicable) for use by the Service Representative. Calibrations, alignments, lubrication and part replacement will be performed as deemed necessary by BD to maintain the Equipment operation substantially in accordance with the published technical specifications for the Equipment. 4.3 Service Hours. Telephone service is available 24 hours per day, 7 days per week. On-site service is available from 8:00 AM to 5:00 PM (local time) Monday - Friday, excluding BD observed holidays, unless otherwise specified in the Service Plan selected by the Customer. 4.4 Technical Support. Customer may obtain support by calling BD's toll free number 800-638-8663. If efforts to correct problems by telephone or remote services are unsuccessful and on-site service is requested, a Service Representative will be dispatched to Customer's location. 4.5 Service Parts. BD will provide all parts required to perform Repair Services (except for consumables), where on-site part inventory is initially supplied as part of the product offering. All parts must be returned to BD, unless specifically stated by BD. The use of new or like-new parts will be at the sole discretion of BD. BD is not obligated to provide parts for spares or inventory or service on any such parts. 4.6 Software Updates. BD may issue Updates to its proprietary software at no charge to Customer. “Updates” are defined as bug and/or patch fixes, or modification to already existing features for the purposes of maintaining current functionality of the Equipment. Updates to third party software are not provided by BD. 4.7 Shipping & Handling. Shipping & handling charges for parts that are covered under Warranty or Service Plans will be at no additional charge to Customer. Shipping & handling charges for Consumables and priority/rush delivery for parts are specifically excluded and will be billed to Customer, F.O.B. shipping point. 5. Customer Responsibilities. 5.1 Proper Environment. Customer shall be responsible for adhering to good laboratory practices. Customer shall be responsible for providing and maintaining a proper environment such as temperature, humidity and ventilation, including utilities, power requirements and site specifications for size, weight and clearance, for the Equipment. A User's Manual, detailing this information, is provided to the Customer when the Equipment is purchased or as may otherwise be provided to Customer by BD. 5.2 Equipment Removal/Relocation. Customer shall not alter, remove or relocate the Equipment without prior written approval from BD. In the event Customer alters, removes or relocates the Equipment, any Equipment warranty provided by BD will be null and void. In the event Equipment is altered, removed, or relocated for any reason, Customer agrees that such Equipment must be inspected by BD and, if possible, re-install such Equipment which will be billed at BD’s then-current time and material rate. 5.3 Maintenance. All maintenance and repairs to the Equipment required by the end-user under the User's Manual for such Equipment shall be the responsibility of the Customer. 5.4 Equipment Operation. Customer shall operate the Equipment at all times in accordance with the User's Manual. 5.5 Operating System Security. Customer shall maintain virus and malware protection and operating system security updates to network connected computing systems which run BD proprietary software and for backing up any information generated by the Equipment. 5.6 Safe Work Environment. Customer shall maintain a safe work environment and comply with all applicable laws, rules and regulations relating to safety in order to ensure the safety of all Service Representatives and other BD employees and agents who enter Customer's premises. BD may, from time to time, visit Customer's facilities in which the Service Representative and other BD employees and agents perform Services hereunder, to audit safety compliance. Such audit would occur during working hours and at a time reasonably agreed to by the parties. BD, its affiliates, personnel, agents and subcontractors shall not be required to enter potentially hazardous areas. BD reserves the right to determine whether and under what circumstances its personnel, agents or subcontractors shall enter any premises. In no event will BD be obligated to perform Services if it is not, in its sole discretion, satisfied with respect to safety. 5.7 Biosafety Level Laboratories. In the event the Equipment being serviced has, at any time, been operated in a location that is designated as a Biosafety Level 4 laboratory (a “BSL 4” laboratory) according to the then-current edition of “Biosafety in Microbiological and Biomedical Laboratories published by the U.S. Department of Health and Human Services, or that would in BD's opinion fall into such category were it located in the United States, it shall be the responsibility of Customer to remove from such laboratory or other facility and decontaminate to the satisfaction of BD, in its sole discretion, the Equipment before any work is performed on the Equipment. All costs associated with such removal, decontamination, and re-installation shall be borne by Customer. With respect to laboratories operated under the designation Biosafety Level 3 (a “BSL 3” laboratory), BD reserves the right to evaluate the conditions existing therein. Customer shall fully cooperate with regard to safety, including but not limited to affirmative disclosures related to any hazards in such facilities. BD may conduct a risk assessment and require remediation to its satisfaction before any work is performed on any Equipment located in a BSL 3 laboratory. If BD determines that laboratory procedures and policies are inadequate to provide a safe environment for service personnel, BD reserves the right to refuse service support until any such inadequacies are cured to BD’s satisfaction. Customer agrees to notify BD of its status as a BSL 3 or BSL 4 laboratory and to provide notice of all relevant protocols and any changes thereto. All required safety training, personal protective equipment, instrument test equipment and necessary tools required for instrument service located in a BSL 3 laboratory must be supplied by the Customer. BD reserves the right to discontinue any and all BSL 3 laboratory instrument service until appropriate personal protective equipment and tools are furnished by the Customer. Calibration of the tools and test equipment are the sole responsibility of the Customer. No parts from Equipment in a BSL 3 or BSL 4 laboratory may be returned to BD and must be disposed of by the Customer. Service Representatives are not required to take BD tools and calibration equipment into the BSL 3 laboratory space. If tools are not available, BD is not obligated to provide on-site repair service. In the event the Customer is unable to make the Exhibit C – Warranty and Service Terms and Conditions BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 8 of 9 v. 2023-3-27_BG Equipment available for scheduled preventative maintenance in a sixty (60) day period from the initial planned service date, Customer waives the right to have that scheduled service visit performed during the contract year or thereafter. No compensation will be provided by BD for any missed preventative maintenance services. 5.8 Laboratory Information System. If applicable, Customer shall provide accessibility to Customer's Laboratory Information System (“LIS”) and will be limited to a one- time on-site connection (“LIS Connection”). Any such LIS Connection shall, be performed at the time of installation of the Equipment. Customer will ensure availability of the LIS Vendor at time of the LIS Connection. Any services required as a result of changes to Customer’s LIS or post installation LIS activity or maintenance may be at Customer’s expense and shall be billed at BD's then prevailing rate for parts, labor, material and travel. Optional services for an additional fee are available for connectivity to new or upgraded systems post initial installation of the Equipment. 5.9 Remote Services Solution. For Equipment with BD Assurity Linc™ capability or other BD supplied remote services solution (“RSS”), Customer shall provide high- speed Internet access and firewall modifications to enable connectivity, if applicable. If Customer's system, connectivity, or personnel prevent BD from performing BD Remote Support on the Equipment, provided such Equipment is RSS-enabled (“RSS-Enabled Equipment”), then: (i) any Guaranteed Response Time applicable to that Service Plan will be void; and (ii) Customer will be billed at BD's then prevailing rate for parts, labor, material and travel, for any onsite services. RSS is required to provide support for security patches and assistance with cybersecurity incident response. If Customer chooses not to allow RSS, security patch management and cybersecurity incident response will be the sole responsibility of Customer. 5.10 Service Inspection. If the Equipment has not been maintained by BD for three or more months prior to the Agreement Effective Date, an inspection may be required to ensure that the Equipment meets BD Service acceptability standards. This inspection, as well as any repairs required, will be charged at BD's then prevailing rate for parts, labor, material and travel. 5.11 HEPA Filters. Customer is responsible for the certification and replacement of HEPA filters, as necessary. 6. Exclusions. The following items and/or Services are not included in this Agreement. Services performed by BD on the Equipment made necessary as a result of any of the following shall be billed to the Customer at BD's then prevailing rate for parts, labor, material, and travel expenses. 6.1 Service relating to decontamination, removal of inhibition matter, damage caused to the Equipment or any part thereof by acci dent, the elements, power anomaly, Acts of God, alteration, misuse or abuse, relocation or reinstallation of Equipment. 6.2 Service relating to damage caused to the Equipment or any part thereof by the installation or use of unauthorized parts, Consumables or peripheral equipment or negligence. 6.3 Services performed by BD on a weekend or BD designated holiday, unless otherwise indicated in the Service Plan (such Services are subject to availability and will be billed at BD's then current weekend/holiday rates). 6.4 Service on computers, workstations, printers, or other items not listed as or provided with the Equipment hereunder, non-BD supplied workstations, Services required as a result of compromised power supply, or uninterrupted power supply, unless otherwise indicated in the Service Plan. 6.5 Service relating to a failure to comply with Exhibit C. Section 5. (Customer Responsibilities) or any other damage to the Equipment resulting from Customer's negligence. 6.6 Optional services are available to purchase by the Customer for an additional fee. Optional services may include, but are not limited to, extended hours of coverage, relocation of instrument and peripherals, educational seminars, BD Facility training courses, LIS connectivity and preventative maintenance. Optional services are not a part of the Warranty or Service Plan and shall be billed at BD's then prevailing rate for parts, labor, material and travel. 7. Professional Services. In addition to Services set forth in this Agreement, Customer may elect to obtain other services from BD in accordance with a relevant Statement of Work entered into by BD and Customer (“Professional Services”), and subject to Customer’s payment of the Professional Services Fees and Expenses for such Professional Services as set forth in such Statement of Work. BD will be entitled to cease performing any further Services or Professional Services, as applicable, in the event Customer fails to pay any properly invoiced amounts and such failure continues after ten (10) days’ notice by BD of its request for payment and intention to cease performing such services. 8. Operating Software Upgrades. BD will provide Services necessary to keep the Equipment performing in accordance with the material specifications of the applicable User Manual (“Properly Performing”). If BD determines that Equipment cannot be made Properly Performing through Services, then BD will replace portions of the Equipment or upgrade the Operating System, as is necessary to restore the Equipment to Properly Performing. BD labor will be limited to the BD stand-alone application and BD network. BD labor including work performed if application is connected to the Customer’s internal network, LIS, Non-BD clients, and domains will be billed at BD’s then-current Time and Material rate. “Upgrades” are defined as new functionality to either software or hardware that does not exist in the current configuration and which requires additional payment by the Customer. “Functionality” is defined as a combined set of features that Equipment can perform. Upgrades to third party software are not provided by BD. 9. Service Response Time. If Customer has purchased a Service Plan that provides a Service Response Time, BD guarantees that a Service Representative w ill arrive at the location of the Equipment identified in Exhibit A. Section 1 (Equipment), as the case may be, within the timeframe set forth in the selected Service Plan, calculated from the time of dispatch (“Service Response Time”). If BD is solely responsible for failing to meet the Service Response Time, then as Customer’s sole and exclusive remedy, BD will provide a credit to be applied to the Customer’s next Service Plan payment, provided that Customer gives written notice to BD within thirty (30) days of the date BD failed to meet the Service Response Time. 10. Survival. Except as expressly set forth in this Agreement, Customer's payment obligations and this Section shall survive the expiration or termination of this Agreement. Exhibit D – Service Plans BD Life Sciences – Integrated Diagnostic Solutions – Confidential Page 9 of 9 v. 2023-3-27_BG PREVENTATIVE MAINTENANCE Preventative Maintenance 1 Every Other Year Preventative Maintenance 1 Per Year Preventative Maintenance 2 Per Year BD Affirm™ - - - BD Viper™ LT System X BD Viper™ XTR X BD BACTEC™ FX X BD BACTEC™ FX40 - - - BD BACTEC™ MGIT™ 320/960 - - - BD MAX™ System X BD Totalys™ SlidePrep System X BD Totalys™ MultiProcessor X BD PrepStain™ Slide Processor X BD PrepMate™ System X BD FocalPoint™ X BD Phoenix™ 100 System X BD Phoenix™ AP System X BD Phoenix™ M50 System X BD NUC Computer - - - *BD Affirm. The only available Service Plan for BD Affirm is “Single Swap.” Single Swap service allows for unlimited replacements of the covered Affirm Equipment with a new or refurbished Affirm, at BD’s option, at no additional cost. The replacement Affirm will be shipped within two (2) business days after Single Swap Option is used. Single Swap Service does not include Preventative Maintenance. BD INTEGRATED DIAGNOSTIC SOLUTIONS SERVICE LEVELS Essential Care Complete Care Technical Phone Support (M - F / 8A - 8P) X Technical Phone Support 24/7 X Clinical Phone Support X Priority Phone Support X Remote Diagnostic (BD RSS) X X Contracted Time Preventative Maintenance (M - F / 8A - 5P) X X Contracted time of repair (M - F / 8A - 5P) X Contracted time of repair (M - Su / 8A - 5P) X Corrective emergency response time 2 business days X Corrective emergency response time next business day X Instrument software version updates (at time of PM) X X Operating System and Hardware Upgrades 25% off list price X Additional Training/Retraining 25% off list price X LIS Interface Change Support 25% off list price X Instrument Move 25% off list price X 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1218 Name: Status:Type:Consent Item Passed File created:In control:2/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Position Adjustment Resolution No. 26419 to reassign one (1) Secretary-Advanced Level (represented), one (1) Assistant Director of Health Services (unrepresented), and two (2) Pre-Hospital Care Coordinators (represented) to the Emergency Medical Services Division in the Health Services Department. (Cost shift, 100% Service Area EM-1 Zone B) (represented) Attachments:1. PAR 26419 - Reassign 4 Positions to EMS, 2. PAR 26419 - Attachment A - HR Recommendation, 3. Signed PAR 26419 Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dr. Ori Tzvieli, Interim Health Services Director Report Title:Reassign one (1) Secretary-Advanced Level, one (1) Assistant Director of Health Services, and two (2) Pre-Hospital Care Coordinators in Health Services Division ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Position Adjustment Resolution No. 26419 to reassign one (1) Secretary - Advanced Level (J3TG) (represented) position #15263 at salary plan and grade 3R2-1163 ($5,112-$6,543) and its incumbent (EE# 89631); one (1) Assistant Director of Health Services - Exempt (VCB1) (unrepresented) position #18050 at salary plan and grade B82-1991 ($11,608-$18,558) and its incumbent (EE# 80570); and two (2) Pre-Hospital Care Coordinator (VBSG) (represented) positions #16729 & #16550 at salary plan and grade ZZX-1001 ($12,484-$15,590) and their incumbents (EE# 84405 & EE# 92185), from Hospital Enterprise Fund I (Dept 0540, cost center 6543) to Emergency Medical Services (Dept 7406, cost center 7406). FISCAL IMPACT: Upon approval, this will result in an annual cost of approximately $1,084,658.67 with pension costs of $158,457.42 to the Emergency Medical Services Division. (100% Serv Area EM-1 Zone B) The department currently receives revenues within the Hospital Enterprise Fund that support these positions. Funding sources may change as the EMS Division revises their cost recovery methodology. BACKGROUND: Health Services is requesting to reassign four (4) Emergency Medical Services (EMS) positions from Enterprise Fund 1 (Dept 0540) to EMS (Dept 7406). These positions have historically performed work to support the EMS department, this action is simply to ensure that the position numbers will be allocated to the correct funding source moving forward: Position Classification Updated Dept ID GL Pay Type Incumbent ID 15263 Secretary-Advanced Level 7406 (EMS)7406 (Serv Area Em-1 Zone B)89631 18050 Asst Dir Of Health Services-Ex 7406 (EMS)7406 (Serv Area Em-1 Zone B)80570 16729 Pre-Hospital Care Coordinator 7406 (EMS)7406 (Serv Area Em-1 Zone B)84405 16550 Pre-Hospital Care Coordinator 7406 (EMS)7406 (Serv Area Em-1 Zone B)92185 CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1218,Version:1 Position Classification Updated Dept ID GL Pay Type Incumbent ID 15263 Secretary-Advanced Level 7406 (EMS)7406 (Serv Area Em-1 Zone B)89631 18050 Asst Dir Of Health Services-Ex 7406 (EMS)7406 (Serv Area Em-1 Zone B)80570 16729 Pre-Hospital Care Coordinator 7406 (EMS)7406 (Serv Area Em-1 Zone B)84405 16550 Pre-Hospital Care Coordinator 7406 (EMS)7406 (Serv Area Em-1 Zone B)92185 CONSEQUENCE OF NEGATIVE ACTION: If not approved, these positions will not be allocated to the correct funding source. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ Attachment A – HR Recommendation ADOPT Position Adjustment Resolution No. 26419 to reassign one (1) Secretary - Advanced Level (J3TG) (represented) position #15263 at salary plan and grade 3R2 -1163 ($5,112- $6,543) and its incumbent (EE# 89631); one (1) Assistant Director of Health Services - Exempt (VCB1) position #18050 at salary plan and grade B82-1991 ($11,608-$18,558) and its incumbent (EE# 80570); and two (2) Pre-Hospital Care Coordinator (VBSG) (represented) positions #16729 & #16550 at salary plan and grade ZZX-1001 ($12,484- $15,590) and their incumbents (EE# 84405 & EE# 92185), from Hospital Enterprise Fund I (Dept 0540, cost center 6543) to Emergency Medical Services (Dept 7406, cost center 7406). 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1219 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Ordinance No. 2025-08 amending Section 33-5.313 of the County Ordinance Code to exempt from the merit system the new classification of Health Services Chief Financial Officer-Exempt. (No fiscal impact) Attachments:1. Ordinance 2025-08, 2. Signed Ordinance 2025-08 Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Ann Elliott, Human Resources Director Report Title:Adopt Ordinance No. 2025-08 ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Ordinance 2025-08 amending Section 33-5.313 of the County Ordinance Code to exempt from the merit system the new classification of Health Services Chief Financial Officer-Exempt. (No fiscal impact) FISCAL IMPACT: There is no fiscal impact for this action. If a position in this classification is added in a future action, all costs associated with salary and benefits will be funded by Hospital Enterprise Fund I. BACKGROUND: The Department's requests to establish this new classification as part of the recent re-organization of the Health Service Department’s Finance Division. This classification will be a single position class responsible for the financial operations of all divisions within the Health Services Department. County Counsel has amended the Ordinance as required for exempting positions, pending Board approval. CONSEQUENCE OF NEGATIVE ACTION: If not approved, the department will not have the appropriate classification to provide oversight for financial operations. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1219,Version:1 CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1209 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Chief Information Office, or designee, to execute a contract amendment with Amazon Web Services Inc. to extend the term through April 3, 2027, with no change to the payment limit of $500,000, to continue providing data hosting services. (100% User Departments) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Marc Shorr, Information Technology Director Report Title:Contract Amendment with Amazon Web Services ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Chief Information Office, or designee, to execute a contract amendment with Amazon Web Services Inc. to extend the term through April 3, 2027, with no change to the payment limit of $500,000, to continue providing data hosting services. FISCAL IMPACT: The cost for Amazon Web Services is charged out to user departments based on usage. 100% User Departments. BACKGROUND: In 2023, the Department of Information Technology (DoIT) established an Enterprise Agreement with Amazon Web Services (AWS), which the Board approved and became effective on April 4, 2023, through April 3, 2025, with a payment limit of $500,000. Under this agreement, DoIT’s Network Services team oversees the County’s AWS-hosted infrastructure, supporting various departments in leveraging cloud-based solutions for their IT operations. The AWS Master Services Agreement enables County departments to independently engage AWS services under the pre-approved terms and conditions established by DoIT, ensuring compliance and streamlined procurement. The $500,000 payment limit applies solely to DoIT’s departmental procurement of services. AWS provides a robust, highly available, and scalable cloud computing environment, enabling the deployment of mission-critical applications and workloads. Its infrastructure includes elastic compute services such as Elastic Compute Cloud (EC2) instances, serverless computing through AWS Lambda, and container orchestration via Amazon Elastic Container Service (ECS) and Elastic Kubernetes Service (EKS). Additionally, CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1209,Version:1 AWS offers a comprehensive suite of storage and database solutions, including Amazon Simple Storage Service (S3) for object storage and Amazon Relational Database Service (RDS) for managed relational databases, ensuring secure and efficient data management across County departments. To ensure the continued utilization of AWS services, DoIT seeks to extend the contract's effective date to April 3, 2027. CONSEQUENCE OF NEGATIVE ACTION: If the AWS contract is not extended, county departments relying on AWS services for hosting, compute, storage, and database management would face significant disruptions. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1166 Name: Status:Type:Consent Item Passed File created:In control:3/14/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the County Librarian to close the Walnut Creek Library to the public at 3:00 p.m. instead of the regular close time of 5:00 p.m. on Saturday, April 26, 2025, to host the annual fundraising event, as requested by the Walnut Creek Library Foundation. (No fiscal impact) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Alison McKee, County Librarian Report Title:Walnut Creek Library Foundation Author’s Gala Annual Fundraiser ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the County Librarian to close the Walnut Creek Library to the public at 3:00 p.m. instead of the regular close time of 5:00 p.m. on Saturday, April 26, 2025, to host the annual fundraising event, as requested by the Walnut Creek Library Foundation. FISCAL IMPACT: None BACKGROUND: On Saturday, April 26, 2025, the Walnut Creek Library Foundation (WCLF) will host its annual Author’s Gala fundraising event. The County Librarian is requesting approval to close the Walnut Creek Library early to the public at 3:00 p.m. instead of the regular close time of 5:00 p.m. to provide the WCLF time to ready the library for the event. CONSEQUENCE OF NEGATIVE ACTION: Should the recommendation not be approved, the Walnut Creek Library will not close early to the public, making it difficult to ready the library for the event. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1166,Version:1 CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1167 Name: Status:Type:Consent Item Passed File created:In control:2/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Chief Probation Officer, or designee, to execute a contract with Antioch Unified School District in an amount not to exceed $1,149,425 to provide a school based restorative justice program for the period January 1, 2025 through December 31, 2027. (100% Measure X) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Esa Ehmen-Krause, County Probation Officer Report Title:Interagency Agreement with Antioch Unified School District ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the County Probation Officer, or designee, to execute an Interagency Agreement with Antioch Unified School District (AUSD) in an amount not to exceed $1,149,425 to provide a school based restorative justice program for January 1, 2025 through December 31, 2027. FISCAL IMPACT: This contract will be 100% funded by Measure X Restorative Justice funding. BACKGROUND: The Probation Department received a one-time allocation of $2 Million from Measure X funds to implement a community-based restorative justice project. Probation has used a portion of the allocation to conduct a needs assessment and community engagement process to learn and understand the community’s attitudes and needs related to embedding restorative practices throughout the county to reduce community violence and address underlying causes of harm. Findings from the needs assessment highlighted the community’s urgency to center restorative justice programming and practices toward youth at risk of system involvement by providing youth violence prevention efforts in and around local schools. Since the release of the needs assessment findings, Probation released a Request for Proposals on September 16th, 2024 to solicit responses from qualified agencies to implement a Restorative Justice Youth Violence Prevention pilot project. A total of eight responses were received; four moved forward to be evaluated by an independent review panel with the Antioch Unified School District (AUSD) receiving the highest score. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1167,Version:1 Under this contract award, AUSD will expand its Alternatives to Suspension program to elementary and middle school levels while incorporating restorative justice programming for the district’s highest need and at-risk students. The restorative justice interventions will be complemented with resources from the district’s behavioral health support teams and mentorship coaching. AUSD’s expanded services will be evaluated to determine its impact on student outcomes and potential for reduction of youth involvement in the local juvenile justice system. CONSEQUENCE OF NEGATIVE ACTION: If not approved, the department will be unable to proceed with the pilot project toward expanding services to high risk youth as recommended by community input through surveys and workshops. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1168 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Probation Department, a purchase order and Master Services Agreement with UKG Kronos Systems, LLC, in an amount not to exceed $3,285 to transition its timekeeping software to the UKG cloud for the period December 20, 2025 to December 19, 2026. (100% General Fund) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Esa Ehmen-Krause, County Probation Officer Report Title:UKG TeleStaff Cloud Application Transition ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Probation Department, a purchase order and Master Services Agreement with UKG Kronos Systems, LLC, in an amount not to exceed $3,285 to transition its timekeeping software to the UKG cloud for the period December 20, 2025 to December 19, 2026. (100% General Fund) FISCAL IMPACT: This will be 100% funded by the General Fund. BACKGROUND: UKG Kronos Systems (UKG), LLC provides a software for automated timekeeping for Juvenile Hall staff. This software sends out notifications to eligible staff when open shifts are available and is able to generate a payroll report to provide information regarding regular and overtime pay. In the past, management conducted these processes manually, however it was very inefficient and time consuming. UKG has been providing automated timekeeping services to the Probation Department since 2016. In 2020, the Kronos company merged with Ultimate Software, and the combined company is now Ultimate Kronos Group. To continue utilizing this software, the Department must transition from the existing Telestaff Application in the Kronos Private Cloud to the use of the TeleStaff Cloud Application in the Google Cloud Platform with UKG. The Master Services Agreement includes limitations of liability, and the Probation Department is seeking acceptance of the modified language and to utilize the Master Services Agreement. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1168,Version:1 CONSEQUENCE OF NEGATIVE ACTION: If unapproved, the Probation Department will not be able to have automated timekeeping and related support services. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:1RES 2025-93 Name: Status:Type:Consent Resolution Passed File created:In control:3/12/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ADOPT Resolution No. 2025-93 approving and authorizing the Public Works Director, or designee, to fully close a portion of Alexander Street between Alhambra Street and 271 Alexander Street, on April 13, 2025, from 8:00 a.m. through 5:00 p.m., for the purpose of replacing two utility poles, overhead lines and a transformer, Crockett area. (No fiscal impact) Attachments: Action ByDate Action ResultVer.Tally adoptedBOARD OF SUPERVISORS4/1/2025 1 Pass To: Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Approve and Authorize to fully close a portion of Alexander Street, on April 13, 2025, from 8:00 a.m. through 5:00 p.m., for the purpose of replacing two utility poles, overhead lines and a transformer, Crockett area. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ADOPT Resolution approving and authorizing the Public Works Director,or designee,to fully close a portion of Alexander Street between Alhambra Street and 271 Alexander Street,on April 13,2025,from 8:00 a.m. through 5:00 p.m.,for the purpose of replacing two utility poles,overhead lines and a transformer,Crockett area. (District V) FISCAL IMPACT: No fiscal impact. BACKGROUND: Due to the narrow road width of Alexander Street at the work site,Pacific Gas &Electric Company (PG&E) has requested the road closure to replace two existing utility poles,overhead lines and a transformer.There is insufficient road width to setup and operate boom trucks and safely maintain through traffic.Applicant shall follow guidelines set forth by the Public Works Department. CONSEQUENCE OF NEGATIVE ACTION: Applicant will be unable to close the road to complete planned utility pole replacement. c: Kellen O’Connor-Engineering Services, Marke Smith-Engineering Services, Devon Patel-Engineering Services, Bob Hendry-Engineering Services, Chris Lau-Maintenance, CHP, Sheriff’s Department & Crockett-Carquinez Fire Department CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:RES 2025-93,Version:1 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board IN THE MATTER OF:Approving and Authorizing the Public Works Director,or designee,to fully close a portion of Alexander Street,between Alhambra Street and 271 Alexander Street,on April 13,2025,from 8:00 a.m.through 5:00 p.m.,for the purpose of replacing two utility poles,overhead lines and a transformer, Crockett area. (District V) RC25-8 NOW,THEREFORE,BE IT RESOLVED that permission is granted to Pacific Gas &Electric Company to fully close Alexander Street,between Alhambra Street and 271 Alexander Street,except for emergency traffic, local residents,US Postal Service and garbage trucks,on April 13,2025,from 8:00 a.m.through 5:00 p.m., subject to the following conditions: 1.Traffic will be detoured via roads identified in a traffic control plan, reviewed by the Public Works Department. Emergency vehicles, residents within the construction area and essential services will be allowed access as required. 2.All signing to be in accordance with the California Manual on Uniform Traffic Control Devices. 3.Pacific Gas & Electric Company shall comply with the requirements of the Ordinance Code of Contra Costa County. 4.Provide the County with a Certificate of Insurance in the amount of $1,000,000.00 for Comprehensive General Public Liability which names the County as an additional insured prior to permit issuance. 5.Obtain approval for the planned closure from the California Highway Patrol, Sheriff’s Office & Crockett-Carquinez Fire Department. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1146 Name: Status:Type:Consent Item Passed File created:In control:2/25/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with JCA- AET JV, in an amount not to exceed $5,000,000 to provide on-call architectural services for various County facilities projects, for the period April 1, 2025 through March 31, 2028 with a one-year extension option to March 31, 2029, Countywide. (100% Various Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Consulting Services Agreement for On-Call Architectural Services with JCA-AET JV ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works director,or designee,to execute a contract with JCA-AET JV, in an amount not to exceed $5,000,000 to provide on-call architectural services for various County facilities projects,countywide,for the period April 1,2025 through March 31,2028 (with a one-year extension option), which may be extended to March 31, 2029 if elected by the Public Works director. FISCAL IMPACT: Projects will be assigned to the on-call architect when there is an approved project and funding. (100% Various Funds) BACKGROUND: The purpose of the on-call contract is to provide architectural services for various County facilities projects as they occur during the agreement period.When the Public Works Department receives a project request,it will be determined at the time whether or not it would be prudent to utilize this on-call architect.The on-call architect will provide typical architectural services,such as programming,design and construction administration.The type,size and location of projects will vary.Typical projects may include new construction,building renovations/modernizations,remodeling of the entirety or parts of a building,tenant improvements,exterior restorations,mechanical/electrical/plumbing upgrades,structural improvements,code- related improvements,and deferred maintenance.Having this on-call agreement in place will save the County time and money when compared to the time and expense in conducting a consultant selection process on a project-by-project basis and allow the design phase to commence sooner and provide for a shorter project CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1146,Version:1 completion schedule. JCA-AET JV was selected through a competitive qualifications-based selection process.The Public Works Department solicited Statements of Qualification (SOQs)and received twenty-six.A selection committee comprised of County staff conducted interviews and ranked the firms.Public Works recommends that the above firm,which is one of the seven highest ranked firms,be awarded the on-call agreement at this time.The agreement includes a single one-year extension option that can be exercised by the Public Works director,if he chooses.Government Code Section 31000 authorizes the County to contract for services including the type of architectural services that JCA-AET JV provides. CONSEQUENCE OF NEGATIVE ACTION: If the agreement is not approved, the County will not be able to take advantage of the time and cost savings possible through utilization of this on-call architectural services agreement. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1147 Name: Status:Type:Consent Item Passed File created:In control:3/4/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title: APPROVE and AUTHORIZE the Public Works Director, or designee, to authorize the County’s participation in the Charging Smart program, administered by the International Renewable Energy Council, to advance County electric vehicle charging infrastructure goals, effective April 1, 2025 through March 10, 2029, Countywide. (No fiscal impact) Attachments:1. Charging Smart Consultation Contra Costa County, 2. Commitment Letter Charging Smart Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:APPROVE and AUTHORIZE participation in a national certification program for EV charging infrastructure (Charging Smart) provided by the International Renewable Energy Council. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works Director,or designee,to participate in the Charging Smart program,administered by the International Renewable Energy Council,to advance County electric vehicle charging infrastructure goals, effective April 1, 2025 through March 10, 2029, Countywide. FISCAL IMPACT: There is no fiscal impact associated with program participation. BACKGROUND: Charging Smart is a nation-wide certification program led by the Interstate Renewable Energy Council (IREC). Charging Smart assists local governments in setting and achieving impactful EV readiness goals,covering topic areas such as EV charging infrastructure;innovative EV procurement policies;EV fleet driver training and resources;stakeholder engagement and outreach;utility collaboration;public access to charging infrastructure; and equity. Participating jurisdictions can achieve ascending levels of Charging Smart certification depending on their level of EV readiness:Bronze,Silver and Gold.Public Works believes that the County has already met the requirements for the Gold certification through its Vehicle Purchasing Policy,Climate Action and Adaptation Plan,EV Readiness Blueprint,EV chargers installed on County sites,and existing public outreach efforts.A Gold certification by the Charging Smart program will benefit the County by providing valuable public recognition for the County’s EV leadership and will increase public awareness of the growing EV charger CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1147,Version:1 network across the region. On January 21,2025,the Board of Supervisors approved the County’s Strategic Energy Management Plan (SEMP). Participation in the Charging Smart program aligns with several key objectives in the SEMP: 1.Infrastructure objective I-3 calls for the County to “build a countywide electric vehicle (EV)charging network supporting a zero-emission fleet by 2035 and ensure equitable public access to charging,”and to “install and manage EV chargers to exceed goals in the 2035 Fleet Transition Plan,accommodate employee EVs, and serve the broader community.” 2.People &Policy objective P-3 calls for the development of “policies,procedures and administrative bulletins as necessary to implement the SEM Plan objectives,”including a “workplace EV charging policy”to “ensure County EV fleet access to charging while accommodating employees and the public.” 3.People &Policy objective P-5 directs staff to “position the County as a local government clean energy leader and ambassador” by “pursing awards and accolades for the County’s work in clean energy.” CONSEQUENCE OF NEGATIVE ACTION: Without approval,the County would not benefit from formal recognition and certification from a nation-wide best practices program for the County’s leadership in advancing transportation electrification goals. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ Consultation Community Name: Contra Costa County Date: 2/11/2025 2  3  ●Free technical assistance & recognition to local governments ●Strategically manage the expansion of energy technologies ●Energy-Ready.org 4  Energy Ready: Free Technical Assistance Charging Smart provides free technical assistance and national recognition to local governments to facilitate the adoption of electric vehicles (EVs) and EV charging for their community. 5  What is Charging Smart? 6  Modeled oﬀ Success of SolSmart ▰500+ designated communities ▰43 states and counting ▰Over 1 in 3 U.S. residents live in a SolSmart designated community 7  8 Industry Advisory Partners Charging Smart Action Categories Utility Engagement Government Operations Education and Incentives Shared Mobility Planning Regulation 10  Designation Structure Specific Required Criteria 11 Designation Requirements: Bronze Required Points from Specific Categories 1.Planning: 10 Points 2. Education and Incentives: 15 Points Points from Any Action(s): 20 Total Points: 80 ID Points Criteria R1.6 15 Review zoning requirements and identify barriers to EV charging R3.1 10 Adopt a standard EV charging infrastructure permit application processes R3.4 5 Develop charging infrastructure permitting checklists U1.1 5 Meet with utilities to discuss EV collaboration opportunities All Specific Bronze Requirements Plus: Specific Required Criteria 12 Designation Requirements: Silver Required Points from Specific Categories 1.Utility Engagement: 20 Points Points from Any Action(s): 40 Total Points: 150 ID Points Criteria R1.1 10 Permit chargers as an accessory use by right R2.8 10 Allow EV charging stalls to count towards minimum parking requirements G2.2 10 Complete an initial municipal fleet analysis All Specific Bronze and Silver Requirements Plus: Specific Required Criteria 13 Designation Requirements: Gold Points from Any Action(s): 105 - 120 Total Points: 300 ID Points Criteria P3.1-P4.4 5 - 10 Address EVs and charging infrastructure in functional area plan (sustainability plan, transportation plan) or comprehensive plan R1.4 10 Establish standard approval timelines and provide all comments at one time R2.1 20 Adopt an EV readiness ordinance or plan for new construction* G1.4-6 20 Install a public charger G2.3 10 Complete a comprehensive municipal fleet analysis G2.5/7 10 - 15 Purchase an EV for the municipal fleet *Alternative action available: R1.2 Define EV charging as its own primary use ▰Upcoming MTC/ABAG Cohort ▰Commitment Letter: Complete the template and signed by authorized representative ▰Self-Assessment: Complete a short form reviewing your jurisdiction’s EV programs, goals, challenges, and completed actions 14 Next Steps ▰Clear Pathway to Achieve Designation ▰Vetted Best Practices and Implementation Strategies ▰Guidebooks, Templates, and Model Language ▰Tailored Support to Communities at All Levels ▰Meet Your Community’s Adopted Goals and Implement Plans ▰Eﬀectively Address Critical Concerns including: o Land Use and Zoning Regulations o Permitting 15 Expert Technical Assistance Benefits of Charging Smart ▰Supplement and Leverage Staﬀ Capacity and Funding ▰Amplify Impacts of State and Federal Funding ▰Remove Unnecessary Barriers ▰Decreased Soft Costs ▰EV Market Growth 17 Charging Smart Designation ▰Celebrate your community’s accomplishments ▰Be recognized as a national leader ▰Send a signal that your community is “open for EV charging” ▰Attract new business ▰Create new jobs ▰Spur economic growth Interested in another Energy Ready designation program? 18 Contact Information SolSmart Brandy O’Quinn Program Director | IREC brandy@irecusa.org Distributed Wind Smart Sarah Yeager Senior Program Manager | ICMA syeager@icma.org 19Appendix ▰Designed to be achievable for many communities ▰Menu-based approach to select criteria based on community priorities or recently completed actions ▰Bronze Designation Requirements: ╺4 specific required actions ╺1 – 2 planning actions ╺1 – 3 education and incentive actions ╺1 – 4 actions in any category 20 Bronze Designation Designation Requirement: 10 Planning Points Complete 1 – 2 actions to achieve 10 points Example actions include: 21 Bronze Designation P1.1 10 Points Create a community-wide EV vision ☞ Template provided P1.3 10 Points Develop SMART goals for EV actions ☞ Template provided P3.4 10 Points Include SMART goals for EVs in a functional plan Designation Requirement: 15 Education and Incentives Points 1 – 3 actions to achieve 15 points Example actions include: 22 Bronze Designation E1.3 10 Points Include material on EVs in newsletters E1.4 5 Points Table at events with educational materials E2.1 5 Points Create a webpage that addresses EVs (plus additional points for content on website) Focus: Establish a policy environment and community-wide vision supportive of electric vehicle adoption Best Practices: ▰Establish a community EV vision and goals ▰Address EVs and EVSE in planning documents (comprehensive plans, sustainability plans, transportation plans, small area plans) 23 Planning Focus: Update planning and zoning documents, and building codes and streamlining related application and approval processes legal frameworks that shape the built environment to enable seamless integration of electric vehicle charging infrastructure. Best Practices: ▰Enable EV charging infrastructure in land use regulations ▰Incorporate charging infrastructure in building or zoning codes ▰Incorporate EV and EVSE charging infrastructure in permitting 24Regulation Focus: Build collaborative relationships between local governments and electric utilities to unlock programs, rates, and investments that accelerate EV adoption. Best Practices: ▰Work with utility on collaborative education and communication initiatives ▰Work with utility on service load connection process ▰Work with utility to address managed EV charging initiatives ▰Work with utility to address EV programs and rates ▰Work with utility to address renewable energy EV programs and incentives 25Utility Engagement Focus: Public education, outreach programs, and financial incentives that communities can provide to stimulate consumer awareness, understanding, and excitement for electric vehicles and charging equipment. Best Practices: ▰Host public education events and campaigns ▰Create an EV landing page on the City website ▰Provide EV and EV charger education to commercial property owners ▰Oﬀer financial incentives for charging infrastructure installation ▰Oﬀer financial incentives for purchasing EVs 26Education and Incentives Focus: Municipally-controlled assets and resources to lead by example in embracing transportation electrification. Best Practices: ▰Provide publicly available EV chargers in the community ▰Electrify the city fleet ▰Install staﬀ-reserved EV chargers 27Government Operations Focus: Accelerate electrification across modes of transportation serving the public, such as public transit fleets, school buses, rideshare services, car-sharing programs, shuttles, and paratransit. Best Practices: ▰Deploy electric transit, paratransit vehicles ▰Deploy electric school buses ▰Develop electric micromobility transportation ▰Develop EV car sharing program 28Shared Mobility April 1, 2025 Interstate Renewable Energy Council 125 Wolf Road Suite 100 Albany, NY 12205 Dear Ed Gilliland, On behalf of Contra Costa County, I am proud to announce our interest in becoming a Charging Smart designated community. In partnership with the Charging Smart team, Contra Costa County’s dedicated staff members will work to accelerate local adoption of EVs and EV charging. Contra Costa County will work with the Charging Smart program to develop best practices to serve their community EV charging needs. Charging Smart builds upon our community’s participation in EV charging grants from the Federal Department of Transportation and the California Energy Commission, which will result in more than 250 EV chargers at 30 different County sites. Contra Costa County will leverage Charging Smart to achieve the following goals: ● Achieve a zero-emission County fleet by 2035 and a community that is at least 50% zero- emission by 2030 ● Invest in EVs whenever new County vehicle purchases are required ● Increase installation of electric vehicle charging stations for all vehicle types, including bicycles and scooters, at public facilities, emphasizing increased installation in Impacted Communities. These efforts demonstrate that our community is committed to driving continual improvement in our community’s EV readiness, and in the process of doing so, all the related areas identified as community priorities in our Climate Action and Adaptation Plan, General Plan, and EV Readiness Blueprint. In order to measure progress along the way, Contra Costa County will track key metrics related to EV and infrastructure deployment. Inquiries related to Contra Costa County’s Charging Smart participation can be directed to Brendan Havenar-Daughton at brendan.havenar-daughton@pw.cccounty.us or 925-313-2389. Sincerely, Warren Lai Public Works Director Contra Costa County Department of Public Works BHD:cp 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1148 Name: Status:Type:Consent Item Passed File created:In control:3/14/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Consulting Associates of California, in an amount not to exceed $350,000, to provide on-call industrial hygiene services for various County facilities projects, for the period April 1, 2025 through March 31, 2028 with a one-year extension option to March 31, 2029, Countywide. (100% Various Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Consulting Service Agreement for On-Call Industrial Hygiene Services with Gary Hennis d/b/a Consulting Associates of California ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works director, or designee, to execute a contract with Gary Hennis d/b/a Consulting Associates of California, in an amount not to exceed $350,000 to provide on-call industrial hygiene services for various County facilities projects, Countywide, for the period April 1, 2025 through March 31, 2028 (with a one-year extension option), which may be extended to March 31, 2029, if elected by the Public Works director. FISCAL IMPACT: Projects will be assigned to the on-call industrial hygienist when there is an approved project and funding. (100% Various Funds) BACKGROUND: The purpose of the on-call contract is to provide on-call industrial hygiene services for various County facilities projects as they occur during the agreement period. When the Public Works Department receives a project request, it will be determined at the time if it would be prudent to utilize this on-call industrial hygienist. The on-call industrial hygienist will provide typical industrial hygiene services such as asbestos, lead, and PCB assessment and abatement studies, soil contamination and remediation studies, air quality assessment, and workplace safety evaluations. The type, size, and location of projects will vary. Typical projects may include site assessment prior to new construction; hazard assessment and abatement prior to building demolition; Phase I and Phase II environmental evaluations; air quality monitoring; soil testing for contamination and remediation; and lead, asbestos, and PCB testing and environmental assessments. Having this on-call contract in place will save the County time and money when compared to the time and expense in conducting a consultant selection process on a project-by-project basis, allow for utilization of industrial hygiene services during pre- construction/pre-demolition phases, allow timely resolutions to issues that may arise in the field, and allow timely CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1148,Version:1 consultation during emergencies or time-sensitive events. The on-call industrial hygiene services contract will allow the design phase to commence sooner and allow for a shorter project completion schedule. Gary Hennis d/b/a Consulting Associates of California was selected through a competitive qualifications-based selection process. By posting a Request for Qualifications (RFQ), Public Works Department solicited Statements of Qualifications (SOQs) from qualified consultants and received six. The RFQ noted that more than one industrial hygiene services on- call contract would be awarded. Furthermore, the RFQ specified that contract amounts would be determined taking into consideration the specific services the Consultant is qualified to provide. The County encouraged responses from firms providing a full range of services as well as those with limited, but specialized, areas of expertise. A selection committee comprised of County staff conducted a review of the SOQs and ranked the firms. Public Works recommends that the above firm, which is one of the three highest ranked firms, be awarded the on-call agreement at this time. The agreement includes a single-year extension option that can be exercised by the Public Works director, if he chooses. Government Code Section 3100 authorizes the County to contract for services including the type of industrial hygiene services that Gary Hennis d/b/a Consulting Associates of California provides. CONSEQUENCE OF NEGATIVE ACTION: If the agreement is not approved, the County will not be able to take advantage of the time and cost savings possible through the utilization on this on-call industrial hygiene services agreement. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1149 Name: Status:Type:Consent Item Passed File created:In control:3/17/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a lease with Anthem Yacht Club and Marina, LLC, for the following properties located in Oakley: (i) approximately 2,026 square feet of office space located at 75 Lauritzen Lane, (ii) a 13,986 square foot parking lot located at 70 Lauritzen Lane, (iii) a 1,540 square foot warehouse located at 60B Lauritzen Lane, (iv) a portion of the marina known as the Lauritzen Yacht Harbor, and (v) off-street parking, for the Sheriff-Coroner Marine Patrol for a term of five years, with two options to renew for an additional two years, at an initial annual rent of $105,933, with annual increases thereafter. (100% General Fund) Attachments:1. 75 Lauritzen Lane_Lease Agreement Final Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Lease at 60B, 70, and 75 Lauritzen Lane and the Marina in Oakley for Sheriff-Coroner Marine Patrol ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE a lease with Anthem Yacht Club and Marina,LLC,for the following properties located in Oakley: (i)approximately 2,026 square feet of office space located at 75 Lauritzen Lane,(ii)a 13,986 square foot parking lot located at 70 Lauritzen Lane,(iii)a 1,540 square foot warehouse located at 60B Lauritzen Lane,(iv) a portion of the marina known as the Lauritzen Yacht Harbor,and (v)off-street parking,for the Sheriff-Coroner Marine Patrol for a term of five years,with two options to renew for an additional two years,at an initial annual rent of $105,933.00, with annual increases thereafter. AUTHORIZE the Public Works Director,or designee,to execute the lease and to exercise up to two options to extend the term of the lease for an additional two years per option. FISCAL IMPACT: The lease will obligate the County to pay rent of approximately $105,993.00 for the first year.(Org #2260)- 100% General Fund. BACKGROUND: The Sheriff-Coroner,Marine Patrol Unit,has been operating at this location since 2001.The Marine Patrol is staffed seven days a week and patrols over 80 square miles of waterways in the County with the primary goal of to promote boating safety and to ensure laws are enforced on the waterways.This lease provides for the continued operation of the Marine Patrol Unit at this location as requested by the Sheriff-Coroner. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1149,Version:1 CONSEQUENCE OF NEGATIVE ACTION: Failure to approve the lease may result in having to find different space for the Sheriff-Coroner Marine Patrol, which may result in higher costs for the County. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ LEASE SHERIFF-CORONER MARINE PATROL LAURITZEN YACHT HARBOR OAKLEY, CALIFORNIA This lease is dated as of February 1, 2025, and is between Anthem Yacht Club and Marina, LLC, a California limited liability company (“Lessor”), and the County of Contra Costa, a political subdivision of the State of California (“County”). Recitals A. Lessor is the owner of the following properties located in Oakley, California: (i) a warehouse located at 60B Lauritzen Lane (the “Warehouse”), (ii) a gravel-covered parking lot located 70 Lauritzen Lane (the “Parking Lot”), (iii) an office building located at 75 Lauritzen Lane (the “Office Building”), (iv) a marina known as Lauritzen Yacht Harbor (the “Marina”), and (v) off-street parking (the “Off-Street Parking”).. B. Lessor desires to lease to County and County desires to lease from Lessor (i) a portion of the Warehouse consisting of approximately 1,540 square feet, (ii) a portion of the Parking Lot consisting of approximately 13,986 square feet, (iii) a portion of the Office Building consisting of approximately 2,026 square feet office space with a work area and a sink, (iv) a portion of the Marina consisting of four berths and the Mooseboat area, and (v) approximately 4,325 square feet of off-street parking all as shown on Exhibit A (together, the “Premises”). The parties therefore agree as follows: Agreement 1. Lease of Premises. In consideration of the rents and subject to the terms of this lease, Lessor hereby leases to County and County hereby leases from Lessor, the Premises. 2. Term. The “Term” of this lease is comprised of an Initial Term and, at County’s election, a Renewal Term, each as defined below. a. Initial Term. The “Initial Term” is 5 years, commencing on February 1, 2025 (the “Commencement Date”) and ending January 31, 2030. b. Renewal Terms. County has two options to renew this lease for a term of two years for each option (each, a “Renewal Term”) upon all the terms and conditions set forth in this lease. i. County will provide Lessor with written notice of its election to renew the lease 180 days prior to the end of the Term. However, if County fails to provide such notice, its right to renew the lease will not expire until 15 working days after County’s receipt of Lessor’s written demand that County exercise or forfeit the option to renew. ii. Upon the commencement of a Renewal Term, all references to the Term of this lease will be deemed to mean the Term as extended pursuant to this Section. 3. Rent. County shall pay rent (“Rent”) to Lessor monthly in advance beginning on the Commencement Date. Rent is payable on the first day of each month during the Initial Term and, if applicable, the Renewal Terms, in the amounts set forth below: a. Initial Term. Months Monthly Rent February 1, 2025 – January 31, 2026 $8827.00 February 1, 2026 – January 31, 2027 $9028.00 February 1, 2027 - January 31, 2028 $9235.00 February 1, 2028 - January 31, 2029 $9,448.00 February 1, 2029 - January 31, 2030 $9,667.00 b. First Renewal Term. Months Monthly Rent February 1, 2030 – January 31, 2031 $9,890.00 February 1, 2031 – January 31, 2032 $10,120.00 c. Second Renewal Term. Months Monthly Rent February 1, 2032 - January 31, 2033 $10,357.00 February 1, 2033 - January 31, 2034 $10,601.00 Rent for any fractional month will be prorated and computed on a daily basis with each day’s rent equal to one-thirtieth (1/30) of the monthly Rent. 4. Use. County may use the Premises for the purpose of conducting various functions of County and any other purpose permitted by law. 5. Obligation to Pay Utilities. County shall pay for all gas, electric and water service provided to the Premises. Lessor shall pay and provide for sewer and refuse collection services provided to the Premises. 6. Maintenance and Repairs. a. Roof and Exterior of Premises. Lessor shall keep the roof and exterior of the Premises in good order, condition, and repair, and shall maintain the structural integrity of the Building, including the exterior doors and their fixtures, closers and hinges and exterior windows. County shall repair and maintain all glass and glazing and all locks and key systems used in the Premises. b. Interior of Premises. County shall keep and maintain the interior of the Premises in good order, condition and repair, but Lessor shall repair damage to the interior caused by its failure to maintain the exterior in good repair, including damage to the interior caused by roof leaks and/or interior and exterior wall leaks. The County may install and maintain an alarm system, if deemed necessary by County. c. Utilities. Lessor shall repair and maintain the electrical, lighting, water and plumbing systems in good order, condition and repair. County shall reimburse Lessor for the cost of minor repairs and maintenance to these systems. Lessor is responsible for major repairs to such systems, which are defined as maintenance or repairs that cost in excess of Five Hundred Dollars ($500.00). d. HVAC. Lessor shall maintain and repair the heating, ventilating, and air-conditioning (HVAC) systems. Lessor shall obtain a quarterly maintenance contract for the HVAC systems. Quarterly maintenance shall include maintenance on the HVAC unit(s) and components, including motor, belts, damper and drainage system and changing of air filters. County will reimburse Lessor for the cost of the quarterly maintenance contract. e. Parking; Exterior Lighting; Landscaping. Lessor shall maintain the parking lot, exterior lighting system, and landscaping in good order, condition and repair. f. Janitorial Services. County shall provide its own janitorial services to the Premises. g. Services by Lessor. If County determines that the Premises are in need of maintenance, construction, remodeling or similar work that is beyond Lessor’s responsibilities under this lease, at County’s request, Lessor shall perform the work at County’s expense. In performing the work, Lessor shall consult with County and use either licensed insured contractors or employees of Lessor. Lessor shall obtain County’s prior written approval of the scope, terms, and cost of any contracts. County may, by giving Lessor 30 days prior written notice, change the scope of work, terminate any or all work, or require that work be performed by a different contractor. 7. Quiet Enjoyment. Provided County is in compliance with the material terms of this lease, Lessor shall warrant and defend County in the quiet enjoyment and possession of the Premises during the Term. 8. Assignment and Sublease. Provided County is in compliance with the material terms of this lease, County has the right to assign this lease or sublease the Premises or any part of the Premises at any time during the Term subject to Lessor’s prior written approval, which may not unreasonably withheld. Upon assignment of the lease by County, the County will have no further obligation under the lease. 9. Alterations; Fixtures and Signs. County may (i) make any lawful and proper minor alterations to the Premises and (ii) attach fixtures and signs (“County Fixtures”) in or upon the Premises. Any County Fixtures will remain the property of County and may be removed from the Premises by County at any time during the Term. County is responsible for the cost of all alterations and County Fixtures. All alterations and County Fixtures are subject to Lessor’s approval and must comply with existing code requirements. 10. Insurance. a. Liability Insurance. Throughout the Term, County shall maintain in full force and effect, at its sole expense, a general self-insurance program covering bodily injury (including death), personal injury, and property damage, including loss of use. County shall provide Lessor with a letter of self-insurance affirming the existence of the self-insurance program. b. Self-Insurance Exclusion. County’s self-insurance does not provide coverage for (i) areas to be maintained by Lessor under this lease, or (ii) negligence, willful misconduct, or other intentional act, error or omission of Lessor, its officers, agents, or employees. 11. Surrender of Premises. On the last day of the Term, or sooner termination of this lease, County shall peaceably and quietly leave and surrender to Lessor the Premises, along with appurtenances and fixtures at the Premises (except County Fixtures), all in good condition, ordinary wear and tear, damage by casualty, condemnation, acts of God and Lessor’s failure to make repairs required of Lessor excepted. County is not responsible for painting or for repairing or replacing any floor coverings in the Premises upon the expiration or earlier termination of this lease. 12. Waste, Nuisance. County may not commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing that may disturb the quiet enjoyment of any other occupant of the Building. 13. Inspection. Lessor, or its proper representative or contractor, may enter the Premises by prior appointment between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday, holidays excepted, to determine that (i) the Premises is being reasonably cared for, (ii) no waste is being made and that all actions affecting the Premises are done in the manner best calculated to preserve the Premises, and (iii) County is in compliance with the terms and conditions of this lease. 14. Perilous Conditions. If the County’s Director of Public Works becomes aware of a perilous condition on the Premises that, in his or her opinion, substantially and significantly threatens the health and safety of County employees and/or invitees (a “Perilous Condition”), the Director of Public Works, or his or her designee, will immediately notify Lessor of the Perilous Condition and Lessor shall use best efforts to immediately eliminate the Perilous Condition. Lessor shall immediately address any condition reasonably constituting an emergency, whether Lessor learns of the condition through County or otherwise. If Lessor fails to address a Perilous Condition within 24 hours after County’s notice or to immediately address an emergency, County may attempt to resolve the Perilous Condition or emergency. Lessor shall reimburse County for any costs incurred by County in addressing the Perilous Condition or emergency promptly upon receipt of County’s invoice. 15. Destruction. If damage occurs that causes a partial destruction of the Premises during the Term from any cause and repairs can be made within 60 days from the date of the damage under the applicable laws and regulations of government authorities, Lessor shall repair the damage promptly. Such partial destruction will not void this lease, except that County will be entitled to a proportionate reduction in Rent while the repairs are being made. The proportionate reduction in Rent will be calculated by multiplying Rent by a fraction, the numerator of which is the number of square feet that are unusable by County and the denominator of which is the total number of square feet in the Premises. If repairs cannot be made in 60 days, County will have the option to terminate the lease or request that Lessor make the repairs within a reasonable time, in which case, Lessor will make the repairs and Rent will be proportionately reduced as provided in the previous paragraph. This lease will terminate in the event of the total destruction of the Premises. 16. Hazardous Material. Lessor warrants to County that Lessor does not have any knowledge of the presence of Hazardous Material (as defined below) or contamination of the Building or Premises in violation of environmental laws. Lessor shall defend, save, protect and hold County harmless from any loss arising out of the presence of any Hazardous Material on the Premises that was not brought to the Premises by or at the request of County, its agents, contractors, invitees or employees. Lessor acknowledges and agrees that County has no obligation to clean up or remediate, or contribute to the cost of clean up or remediation, of any Hazardous Material unless such Hazardous Material is released, discharged or spilled on or about the Premises by County or any of its agents, employees, contractors, invitees or other representatives. The obligations of this Section shall survive the expiration or earlier termination of this lease. “Hazardous Material” means any substance, material or waste, including lead based paint, asbestos and petroleum (including crude oil or any fraction thereof), that is or becomes designated as a hazardous substance, hazardous waste, hazardous material, toxic substance, or toxic material under any federal, state or local law, regulation, or ordinance. 17. Indemnification. a. County. County shall defend, indemnify and hold Lessor harmless from County’s share of any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys’ fees, caused by the willful misconduct or the negligent acts, errors, or omissions of County, its officers, agents or employees in using the Premises pursuant to this lease, or the County’s performance under this lease, except to the extent caused or contributed to by (i) the structural, mechanical, or other failure of buildings owned or maintained by Lessor, and/or (ii) the negligent acts, errors, or omissions of Lessor, its officers, agents, or employees. b. Lessor. Lessor shall defend, indemnify and hold County harmless from Lessor’s share of any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys’ fees, caused by the willful misconduct or the negligent acts, errors or omissions of Lessor, its officers, agents, employees, with respect to the Premises, or Lessor’s performance under this lease, or the Lessor’s performance, delivery or supervision of services at the Premises, or by the structural, mechanical or other failure of buildings owned or maintained by Lessor, except to the extent caused or contributed to by the negligent acts, errors, or omissions of County, its officers, agents, or employees. 18. Default. The occurrence of any of the following events is a default under this lease: a. County. i. County’s failure to pay Rent within ten business days after receipt of a written notice of failure (a “Notice”) from Lessor to County; provided, however, that County will have additional time if its failure to pay Rent is due to circumstances beyond its reasonable control, including, without limitation, failure of the County’s Board of Supervisors to adopt a budget. In no event may such additional time exceed seventy-five days from receipt of a Notice. ii. County’s failure to comply with any other material term or provision of this lease if the failure is not remedied within 30 days after receipt of a Notice from Lessor to County specifying the nature of the breach in reasonably sufficient detail; provided, however, if the default cannot reasonably be remedied within the 30 day period, then a default will not be deemed to occur until the occurrence of County’s failure to comply within the period of time that may be reasonably required to remedy the default, up to an aggregate of ninety days, provided County commences curing the default within 30 days and thereafter diligently proceeds to cure the default. b. Lessor. Lessor’s failure to perform any obligation under this lease if the failure is not remedied within thirty days after receipt of a Notice from County to Lessor specifying the nature of the breach in reasonably sufficient detail; provided, however, if the breach cannot reasonably be remedied within the 30 day period, then a default will not be deemed to occur until the occurrence of Lessor’s failure to perform within the period of time that may be reasonably required to remedy the breach, up to an aggregate of 90 days, provided Lessor commences curing the breach within thirty days and thereafter diligently proceeds to cure the breach. 19. Remedies. a. Lessor. Upon the occurrence of a default by County, Lessor may, after giving County written notice of the default, and in accordance with due process of law, reenter and repossess the Premises and remove all persons and property from the Premises. b. County. Upon the occurrence of a default by Lessor, County may (i) terminate this lease by giving written notice to Lessor and quit the Premises without further cost or obligation to County or (ii) proceed to repair or correct the failure and, at County’s option, either deduct the cost thereof from Rent due to Lessor, or invoice Lessor for the cost of repair, which invoice Lessor shall pay promptly upon receipt. 20. Notices. Any notice required or permitted under this lease must be in writing and sent by overnight delivery service or registered or certified mail, postage prepaid and directed as follows: To Lessor: Anthem Yacht Club and Marina 115 Lauritzen Lane Oakley, CA 94561 Attn: Tony Khanzada To County: Contra Costa County Public Works Department 255 Glacier Drive Martinez, CA 94553 Attn: Principal Real Property Agent Either party may at any time designate in writing a substitute address for the address set forth above and thereafter notices are to be directed to such substituted address. If sent in accordance with this Section, all notices will be deemed effective (i) the next business day, if sent by overnight courier, or (ii) three days after being deposited in the United States Postal system. 21. Successors and Assigns. This lease binds and inures to the benefit of the heirs, successors, and assigns of the parties hereto. 22. Holding Over. Any holding over after the Term of this lease is a tenancy from month to month and is subject to the terms of this lease. 23. Time is of the Essence. In fulfilling all terms and conditions of this lease, time is of the essence. 24. Governing Law. The laws of the State of California govern all matters arising out of this lease. 25. Severability. In the event that any provision of this lease is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of this lease will not in any way be affected or impaired. [Remainder of Page Intentionally Left Blank] 26. Entire Agreement; Construction; Modification. Neither party has relied on any promise or representation not contained in this lease. All previous conversations, negotiations, and understandings are of no further force or effect. This lease is not to be construed as if it had been prepared by one of the parties, but rather as if both parties prepared it. This lease may be modified only by a writing signed by both parties. The parties are executing this lease on the date set forth in the introductory paragraph. COUNTY OF CONTRA COSTA, a ANTHEM YACHT CLUB AND MARINA, political subdivision of the State of LLC California By: _______________________ By: _______________________ Warren Lai Tony Khanzada Director of Public Works Managing Member RECOMMENDED FOR APPROVAL: By: _______________________ Jessica L. Dillingham Principal Real Property Agent By: _______________________ Stacey Sinclair Senior Real Property Agent APPROVED AS TO FORM THOMAS L. GEIGER, COUNTY COUNSEL By: _______________________ Kathleen M. Andrus Deputy County Counsel \\PW-DATA\grpdata\realprop\LEASE MANAGEMENT\OAKLEY\75 LAURITZEN LANE\75 Lauritzen Lane_Lease agreement final.doc EXHIBIT A Mooseboat Berths 11, 12, 13 & 14 Office Warehouse Parking lot Off-Street Parking 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1150 Name: Status:Type:Consent Item Passed File created:In control:3/17/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a lease with Lippow Development Company, for approximately 6,320 square feet of office space located at 611 Las Juntas Street, Martinez for the District Attorney’s Office, for a term of three years with two options to renew for an additional one year for each option, at an initial annual rent of $89,736 with annual increases thereafter. (100% AB 109 Reserve Funding) Attachments:1. 611 Las Juntas CAM Lease_Final Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Lease for Office Space at 611 Las Juntas Street, Martinez for District Attorney’s Office ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE a lease with Lippow Development Company,to extend the term of the lease of approximately 6,320 square feet of office space located at 611 Las Juntas Street,Martinez for the District Attorney’s Office for three years, at an initial annual rent of $89,736.00 with annual increases thereafter. AUTHORIZE the Public Works Director,or designee,to execute the lease and to exercise up to two options to extend the term of the lease for an additional year for each option. FISCAL IMPACT: The lease will obligate the County to pay rent total of $277,356.00 over the three-year term. (AB 109 Reserve Funding, Org #2820) BACKGROUND: The District Attorney’s Office currently occupies the property located at 611 Las Juntas Street in Martinez.This site will continue to be utilized by the District Attorney’s Office for the purpose of providing administrative and investigative support to law enforcement partners. CONSEQUENCE OF NEGATIVE ACTION: Not authorizing the lease for the continued operations of the District Attorney’s Office at this location would require finding another suitable location,at increased rent,together with the associated expenses of moving and constructing new tenant improvements. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 1 powered by Legistar™ LEASE DISTRICT ATTORNEY’S OFFICE 611 Las Juntas Street Martinez, California This lease is dated as of March 1, 2025, and is between Lippow Development Co., a California corporation (“Lessor”) and the County of Contra Costa, a political subdivision of the State of California (“County”). Recitals A. Lessor is the owner of real property located at 611 Las Juntas Street, Martinez, California (the “Premises”). The Premises has been improved with an approximately 6,320 square foot building. B. Lessor and County are parties to a lease dated January 20, 2015, as amended by a first amendment dated April 21, 2015, under which the County is leasing the Premises (the “Original Lease”) from Lessor. C. On November 1, 2024, the parties agreed to extend the Original Lease on a month-to- month basis. D. The parties now desire to terminate the Original Lease and enter into this lease. Upon commencement of this lease, the Original Lease will terminate. The parties therefore agree as follows: Agreement 1. Lease of Premises. In consideration of the rents and subject to the terms of this lease, Lessor hereby leases to County and County hereby leases from Lessor, the Premises. 2. Term. The “Term” of this lease is comprised of an Initial Term and, at County’s election, Renewal Terms, each as defined below. a. Initial Term. The “Initial Term” is three years, commencing on March 1, 2025 (the “Commencement Date”) and ending February 29, 2028. b. Renewal Terms. County has one option to renew this lease for a term of three years (a “Renewal Term”) upon all the terms and conditions set forth in this lease. i. County will provide Lessor with written notice of its election to renew the lease 90 days prior to the end of the Term. However, if County fails to provide the notice, its right to renew the lease will not expire until 10 working days after County’s receipt of Lessor’s written demand that County exercise or forfeit the option to renew. ii. Upon the commencement of a Renewal Term, all references to the Term of this lease will be deemed to mean the Term as extended pursuant to this Section. 3. Rent. County shall pay rent (“Rent”) to Lessor monthly in advance beginning on the Commencement Date. Rent is payable on the tenth day of each month during the Initial Term and, if applicable, the Renewal Terms, in the amounts set forth below: a. Initial Term. Months Monthly Rent March 1, 2025 – February 28, 2026 $7,478.00 March 1, 2026 – February 28, 2027 $7,702.00 March 1, 2027 – February 29, 2028 $7,933.00 b. Renewal Term. Months Monthly Rent March 1, 2028 – February 28, 2029 $7,573.00 March 1, 2029 – February 28, 2030 $7,818.00 March 1, 2030 – February 28, 2031 $8,071.00 Rent for any fractional month will be prorated and computed on a daily basis with each day’s rent equal to one-thirtieth (1/30) of the monthly Rent. 4. Tenant Improvements. Lessor shall cause the following tenant improvements to be made to the Premises (together, the “Tenant Improvements”): a. Install new carpet, in accordance with the bid from Straus Carpet Company, a copy of which is attached to this lease as Exhibit A. b. Paint interior, in accordance with the bid from Royal Painting and Decoration, a copy of which is attached to this lease as Exhibit B. The County will reimburse the Lessor for one half of the total cost of the Tenant Improvements; provided, however, the County’s share may not exceed $21, 512.50. The Lessor shall invoice the County for its share of the cost of the Tenant Improvements upon completion of the Tenant Improvements. County shall pay Landlord within sixty (60) days from the date of said invoice. 5. Additional Rent. In addition to the Rent set forth above, County shall pay Lessor the CAM, Real Property Taxes and Insurance, all as defined below (together, “Additional Rent”), paid or incurred by Lessor in any calendar year (or portion thereof). “CAM” means fire alarm monitoring services, quarterly fire sprinkler inspection services, security alarm monitoring, Lessor maintenance and repairs costs identified in Section 7c, and standby water fees charged by the City of Martinez. “Real Property Taxes” means and includes all taxes, assessments (amortized over the longest period available to Lessor) levied or assessed upon the Premises, any state or local business taxes or fees measured by or assessed upon gross rentals or receipts, and other governmental charges, general and special, including, without limitation, assessments for public improvements or benefits, that are, during the Term of this lease, assessed, levied, and imposed by any government authority upon the Premises and paid or incurred. Real Property Taxes do not include any late fees or penalties, any municipal, county, State or Federal net income, estate, succession, inheritance, sales, use or franchise taxes of Lessor or documentary transfer taxes, or tax increases of any kind in connection with the transfer, sale or change in ownership of all or part of the Premises. “Insurance” means the All-Risk Property Insurance maintained by Lessor covering the Premises and all improvements thereto for perils including fire and earthquake, if applicable, for an amount equal to full replacement cost; liability and other insurance that Lessor reasonably deems necessary on the Premises or that may be required by Lessor’s mortgagee, including, but not limited to, earthquake, and flood insurance during the Term. 6. Payment of Additional Rent. a. Annual Estimate. At the beginning of each calendar year, Lessor shall provide County with a reasonable estimate of the amount of Additional Rent due for the upcoming year (or portion thereof). The amount will be divided by the number of months in the year (or portion thereof) to determine the “Estimated Monthly Additional Rent”. b. Monthly Payments. County shall pay the Estimated Monthly Additional Rent monthly in advance on the first day of each month. Charges for any fractional month will be prorated and computed on a daily basis with each day’s charges equal to one- thirtieth (1/30) of the then current Estimated Monthly Additional Rent. c. Annual Reconciliation. Within 180 days after the end of the calendar year, or, if applicable, within 180 days after the end of the term, Lessor shall (i) calculate the actual Estimated Monthly Additional Rent due for the relevant period, and (ii) provide County with a statement that compares the actual expenses incurred by Lessor for the relevant period with the total payments of Estimated Monthly Additional Rent paid by the County during the relevant period (a "Reconciliation Statement"). If County's total payments of Estimated Monthly Additional Rent for the period are less than the amount of actual expenses incurred by Lessor, County shall pay to Lessor the amount of the deficiency within 60 days after receipt of the Reconciliation Statement. If County's total payments of Estimated Monthly Additional Rent for the period exceed actual expenses incurred by Lessor for the period, Lessor shall refund the excess to County within 60 days after the County's demand therefor. d. Inspection of Books. County has the right to inspect and audit Lessor's books and records relating to the amounts charged to County as Additional Rent and to set forth specific objections to amounts charged to County. Lessor shall retain all relevant records for at least two years. County shall cause any inspection to occur within eighteen months of receipt of the Reconciliation Statement. County may not cause the inspection to occur more than once in any twelve-month period. In no event may this section be deemed to allow any review of Lessor's records by any subtenant of County. In the absence of manifest error on the part of Lessor, County may not withhold payment of the invoice until after the completion of the inspection. e. Initial Estimate. For the period beginning on the Commencement Date and continuing through February 28, 2026, Lessor has determined that the Estimated Monthly Additional Rent to be $2,345.00. 7. Maintenance and Repairs. Lessor and County will share responsibility for keeping the Premises in good order, condition and repair, as set forth below. Access to the Premises by Lessor is subject to Section 10 - Inspection. a. Roof and Exterior of Premises. Lessor shall keep the roof and exterior of the Premises in good order, condition and repair, and maintain the structural integrity of the building. Notwithstanding the previous sentence, if the County makes any alterations to the Premises pursuant to Section 13 – Alterations, or attaches County Fixtures, as defined below, and the alterations or County Fixtures cause any damage to the roof or exterior of the Premises, the County shall repair the damage at its expense. Lessor shall, at its cost, maintain, repair and /or replace the exterior doors and their fixtures, closer and hingers, exterior windows, glass and glazing, used in the Premises. County shall provide all locks and keys systems used in the Premises. b. Interior of the Premises. County shall keep and maintain the interior of the Premises in good order, condition and repair, but Lessor shall repair damage to the interior caused by its failure to maintain the exterior in good repair, including damage to the interior caused by roof leaks and/or interior and exterior wall leaks. c. Utilities. Lessor shall repair and maintain the electrical, lighting, water and plumbing systems in good order, condition and repair, but the County shall effect minor repairs to such systems, that is, those that cost $1,000.00 or less, at County expense. d. HVAC. Lessor shall maintain and repair the heating, ventilating, and air-conditioning (HVAC) systems. e. Fire Extinguishers and Smoke Alarms. County shall provide fire extinguishers and smoke alarms in the Premises as directed by the Fire Marshall. County shall maintain, repair and replace the fire extinguishers and smoke alarms as needed. 8. Use. County may use the Premises for the purpose of conducting various functions of County and any other purpose permitted by law. 9. Obligation to Pay Utilities. County shall pay for all gas and electric service, water (including water stand-by fees to service the fire sprinkler system), sewer, refuse collection, internet, cable television and telephone services provided to the Premises. 10. Quiet Enjoyment. Provided County is in compliance with the material terms of this lease, Lessor shall warrant and defend County in the quiet enjoyment and possession of the Premises during the Term. 11. Inspection. Lessor, or its proper representative or contractor, may enter the Premises by prior appointment between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday with at least 24 hours’ notice, holidays excepted, to determine that (i) the Premises is being reasonably cared for, (ii) no waste is being made and that all actions affecting the Premises are done in the manner best calculated to preserve the Premises, and (iii) County is in compliance with the terms and conditions of this lease. 12. Assignment and Sublease. County has the right to assign this lease or sublease the Premises or any part of it at any time during the Term subject to Lessor’s approval, which shall not be unreasonably withheld. Upon the assignment of the lease by County, the County will have no further obligation under the lease. County shall provide Lessor with a copy of the lease assignment agreement and/or sublease agreement. 13. Alterations; Fixtures and Signs. County may (i) make any lawful and proper minor alterations to the Premises and (ii) attach fixtures and signs (“County Fixtures”) in or upon the Premises. Any County Fixtures will remain the property of County and may be removed from the Premises by County at any time during the Term. County is responsible for the cost of all alterations and County Fixtures. All alterations and County Fixtures are subject to Lessor’s approval and must comply with existing code requirements. 14. Insurance. a. Liability Insurance. Throughout the Term, County shall maintain in full force and effect, at its sole expense, a general self-insurance program covering bodily injury (including death), personal injury, and property damage, including loss of use. County shall provide Lessor with a letter of self-insurance affirming the existence of the self-insurance program. b. Self-Insurance Exclusion. County’s self-insurance does not provide coverage for (i) areas to be maintained by Lessor under this lease, or (ii) negligence, willful misconduct, or other intentional act, error or omission of Lessor, its officers, agents, or employees. 15. Surrender of Premises. On the last day of the Term, or sooner termination of this lease, County shall peaceably and quietly leave and surrender to Lessor the Premises, along with appurtenances and fixtures at the Premises (except County Fixtures), all in good condition, ordinary wear and tear, damage by casualty, condemnation, acts of God and Lessor’s failure to make repairs required of Lessor excepted. County is not responsible for painting or for repairing or replacing any floor coverings in the Premises upon the expiration or earlier termination of this lease. 16. Waste, Nuisance. County may not commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing that may disturb the quiet enjoyment of any other occupant of the Building. 17. Perilous Conditions. If the County’s Director of Public Works becomes aware of a perilous condition on the Premises that, in his or her opinion, substantially and significantly threatens the health and safety of County employees and/or invitees (a “Perilous Condition”), the Director of Public Works, or his or her designee, will immediately notify Lessor of the Perilous Condition by phoning the 24-hour emergency phone number, 1-888-770-7574, with specific explanation and details on the conclusions and findings made by the County’s Director of Public Works and Lessor shall use best efforts with due diligence at all times to eliminate the Perilous Condition as quickly as reasonably possible. Lessor shall immediately address any condition reasonably constituting an emergency, whether Lessor learns of the condition through the County or otherwise. If Lessor fails to address a Perilous Condition within forty-eight (48) hours after County’s notice or to immediately address an emergency situation, County may attempt to resolve the Perilous Condition or emergency situation. Lessor shall reimburse County for any direct costs incurred by County in addressing the Perilous Condition or emergency situation promptly upon receipt of County’s invoice. 18. Destruction. If damage occurs that causes a partial destruction of the Premises during the Term from any cause, and repairs can be finalized within sixty (60) days from the date of the damage under the applicable laws and regulations of governmental authorities, Lessor shall repair the damage promptly, unless there are less than ninety (90) days remaining under the Term and the cost of the repair would exceed Seventy-Five Thousand Dollars ($75,000), in which case, either party may elect to terminate the lease. Such partial destruction will not void this lease, except that, if the lease is not terminated pursuant to terms herein, County will be entitled to a proportionate reduction in Rent while repairs are being made. The proportionate reduction in Rent will be calculated by multiplying Rent by a fraction, the numerator of which is the number of square feet that are unusable by County and the denominator of which is the total number of square feet in the Premises. If repairs cannot be finalized in sixty (60) days, County will have the option to terminate the lease or waive its right in writing to terminate the lease and request that Lessor make the repairs within a reasonable time. If County requests that the repairs be made, Lessor will make the repairs unless there are , in which case, Lessor will make the repairs unless there are (i) less than ninety (90) days remaining under the Term or (ii) the cost of the repair would exceed Seventy-Five Thousand Dollars ($75,000.00), in which case, either party may elect to terminate the lease. Rent will be proportionately reduced as provided in the previous paragraph. This lease will terminate in the event of the total destruction of the Premises. 19. Hazardous Material. Lessor warrants to County that Lessor does not have any actual or current knowledge of the presence of Hazardous Material (as defined below) or contamination of the Building or Premises in violation of environmental laws. Lessor shall defend, save, protect and hold County harmless from any loss arising out of the presence of any Hazardous Material on the Premises that was not brought to the Premises by or at the request of County, its agents, contractors, invitees or employees. Lessor acknowledges and agrees that County has no obligation to clean up or remediate or contribute to the cost of clean up or remediation, of any Hazardous Material unless such Hazardous Material is released, discharged or spilled on or about the Premises by County or any of its agents, employees, contractors, invitees or other representatives. The obligations of this Section shall survive the expiration or earlier termination of this lease. “Hazardous Material” means any substance, material or waste, including lead-based paint, asbestos and petroleum (including crude oil or any fraction thereof), that is or becomes designated as a hazardous substance, hazardous waste, hazardous material, toxic substance, or toxic material under any federal, state or local law, regulation, or ordinance. 20. Indemnification. a. County. County shall defend, indemnify and hold Lessor harmless from County’s share of any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys’ fees, caused by the willful misconduct or the negligent acts, errors, or omissions of County, its officers, agents or employees in using the Premises pursuant to this lease, or the County’s performance under this lease, except to the extent caused or contributed to by (i) the structural, mechanical, or other failure of the building maintained by Lessor pursuant to the Lease terms herein, and/or (ii) the negligent acts, errors, or omissions of Lessor, its officers, agents, or employees. b. Lessor. Lessor shall defend, indemnify and hold County harmless from Lessor’s share of any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys’ fees, caused by the willful misconduct or the negligent acts, errors or omissions of Lessor, its officers, agents, employees, with respect to the Premises, or Lessor’s performance under this lease, or the Lessor’s performance, delivery or supervision of services at the Premises, or by the structural, mechanical or other failure of the building maintained by Lessor pursuant to the Lease terms herein, except to the extent caused or contributed to by the negligent acts, errors, or omissions of County, its officers, agents, or employees. 21. Default. The occurrence of any of the following events is a default under this lease: a. County. i. County’s failure to pay Rent within ten business days after receipt of a written notice of failure (a “Notice”) from Lessor to County; provided, however, that County will have additional time if its failure to pay Rent is due to circumstances beyond its reasonable control, including, without limitation, failure of the County’s Board of Supervisors to adopt a budget. In no event may such additional time exceed 75 days from receipt of a Notice at which time said outstanding amount shall accrue interest at twelve percent (12%) per annum until total outstanding amount is paid in full. ii. County’s failure to comply with any other material term or provision of this lease if the failure is not remedied within 30 days after receipt of a Notice from Lessor to County specifying the nature of the breach in reasonably sufficient detail; provided, however, if the default cannot reasonably be remedied within the 30-day period, then a default will not be deemed to occur until the occurrence of County’s failure to comply within the period of time that may be reasonably required to remedy the default, up to an aggregate of 90 days, provided County commences curing the default within 30 days and thereafter diligently proceeds to cure the default. b. Lessor. Lessor’s failure to perform any obligation under this lease if the failure is not remedied within 30 days after receipt of a Notice from County to Lessor specifying the nature of the breach in reasonably sufficient detail; provided, however, if the breach cannot reasonably be remedied within the 30-day period, then a default will not be deemed to occur until the occurrence of Lessor’s failure to perform within the period of time that may be reasonably required to remedy the breach, up to an aggregate of 90 days, provided Lessor commences curing the breach within 30 days and thereafter diligently proceeds to cure the breach. 22. Remedies. a. Lessor. Upon the occurrence of a default by County, Lessor may, after giving County written notice of the default, and in accordance with due process of law, (i) terminate the lease by giving written notice to County, and/or (ii) reenter and repossess the Premises and remove all persons and property from the Premises. b. County. Upon the occurrence of a default by Lessor, County may (i) terminate this lease by giving written notice to Lessor and quit the Premises and deliver unfettered and unencumbered possession of the Premises to Lessor without further cost or obligation to County or (ii) proceed to repair or correct the failure, but only if the cost to repair or correct the failure is Seventy-Five Thousand Dollars ($75,000) or less and there are ninety (90) days or more remaining under the Term. If County elects to repair or correct a failure in accordance with this Section 22, at its option, County may either deduct the cost thereof from Rent (not to exceed 50% of the monthly rent payment at any one time) due to Lessor, or invoice Lessor for the cost of repair, which invoice Lessor shall pay promptly upon receipt. 23. Notices. Any notice required or permitted under this lease must be in writing and sent by overnight delivery service or registered or certified mail, postage prepaid and directed as follows: To Lessor: Lippow Development Company 610 Las Juntas Street Martinez, CA 94553 Attn: Larry Lippow Copy to: Windsor Management Corporation 935 Moraga Road, Suite 200 Lafayette, CA 94549 Attn: Property Manager To County: Contra Costa County Public Works Department 40 Muir Road Martinez, CA 94553 Attn: Principal Real Property Agent Either party may at any time designate in writing a substitute address for the address set forth above and thereafter notices are to be directed to the substituted address. If sent in accordance with this Section, all notices will be deemed effective (i) the next business day, if sent by overnight courier, or (ii) three days after being deposited in the United States Postal system. 24. Successors and Assigns. This lease binds and inures to the benefit of the heirs, successors, and assigns of the parties hereto. 25. Holding Over. Any holding over by County after the expiration of the lease term or any extension thereto, with the consent of Lessor, shall be a month-to-month tenancy at a Rent equal to one hundred ten percent (110%) plus CAM of the preceding month’s Rent, payable in advance and otherwise subject to the terms of the Lease and any extensions thereto, as applicable, until County or Lessor terminates the tenancy by giving the other party thirty (30) days prior written notice. 26. Time is of the Essence. In fulfilling all terms and conditions of this lease, time is of the essence. 27. Governing Law. The laws of the State of California govern all matters arising out of this lease. 28. Severability. In the event that any provision of this lease is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of this lease will not in any way be affected or impaired. [Remainder of Page Intentionally Left Blank] 29. Entire Agreement; Construction; Modification. Neither party has relied on any promise or representation not contained in this lease. All previous conversations, negotiations, and understandings are of no further force or effect. This lease is not to be construed as if it had been prepared by one of the parties, but rather as if both parties prepared it. This lease may be modified only by a writing signed by both parties. The parties are executing this lease on the date set forth in the introductory paragraph. COUNTY OF CONTRA COSTA, a LIPPOW DEVELOPMENT COMPANY political subdivision of the State of California By: _______________________ By: _______________________ Warren Lai Larry Lippow Director of Public Works President/CEO RECOMMENDED FOR APPROVAL: By: _______________________ Laura Lippow Secretary/Treasurer By: _______________________ Jessica L. Dillingham Principal Real Property Agent By: _______________________ Stacey Sinclair Senior Real Property Agent APPROVED AS TO FORM THOMAS L. GEIGER, COUNTY COUNSEL By: _______________________ Kathleen M. Andrus Deputy County Counsel \\PW-DATA\grpdata\realprop\LEASE MANAGEMENT\MARTINEZ\611 LAS JUNTAS ST - T00741\LEASES\working file\CAM Lease\611 Las Juntas CAM Lease_final.doc EXHIBIT A EXHBIT B 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1151 Name: Status:Type:Consent Item Passed File created:In control:3/17/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Blankinship, a Bowman Company, in an amount not to exceed $715,000 to provide on-call professional stormwater quality services for the Aquatic Pesticides and the stormwater compliance requirements for the period of April 1, 2025 through March 31, 2028, Countywide. (80% Joint Exercise of Powers Agreement agencies and 20% Stormwater Utility Area Assessment Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:On-call Contract with Blankinship, a Bowman Company, Countywide. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works Director,or designee,to execute a contract with Blankinship,a Bowman Company,a California Corporation,in an amount not to exceed $715,000 to provide on-call professional stormwater quality services for the Aquatic Pesticides and the San Francisco Bay Region Municipal Regional Stormwater National Pollutant Discharge Elimination System (NPDES)Permit (MRP) requirements for the period of April 1, 2025 through March 31, 2028, Countywide. FISCAL IMPACT: This project,including the contract,will be funded 80%by the agencies under the Aquatic Pesticides NPDES Permit Joint Exercise of Powers Agreement (JEPA),including Contra Costa County Flood Control and Water Conservation District (FC District),and 20%by the Stormwater Utility Area Assessment Funds.Project No. 7517-6W7241 BACKGROUND: The Contra Costa County Watershed Program (CWP)assists with the coordination of the JEPA for the Aquatic Pesticide General NPDES Permit (Water Quality Order No.2013-0002-DWQ,General Permit No. CAG990005)and is responsible for implementing the MRP under the NPDES No.CAS612008 on behalf of Contra Costa County and the FC District. The FC District is one agency under the JEPA for the Aquatic Pesticide Permit.The other JEPA members include the City of Antioch,Alameda County Public Works,and Zone 7 Water Agency.The City of Concord was active when the group was formed in the early 2000s,but has been inactive with the JEPA and NPDES for over a decade.The JEPA was formed to develop and implement a monitoring plan for each discharger’s permit CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1151,Version:1 under the Aquatic Pesticides permit. The Aquatic Pesticides permit requires agencies to minimize the impacts of and monitor creeks for aquatic pesticides,if used.The MRP requires municipalities to reduce pollutants in the stormwater flowing through their drainage systems and subsequently reducing negative impacts to creeks,the Bay,and the Delta from trash, abandoned waste, and other pollutants of concern found in urban runoff. The CWP requires on-call professional service contracts for the provision of expertise in a variety of technical fields in support of meeting requirements of the NPDES Permits and additional County initiatives. CONSEQUENCE OF NEGATIVE ACTION: Without the approval of this contract by the Board of Supervisors,Contra Costa County will be unable to meet its requirements under the Aquatic Pesticides permit CAG990005 and the MRP No. CAS612008. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1152 Name: Status:Type:Consent Item Passed File created:In control:3/17/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Haley & Aldrich, Inc., in an amount not to exceed $190,000 to provide on-call professional stormwater quality services for a variety of stormwater compliance requirements for the period of April 1, 2025 through March 31, 2028, Countywide. (100% Stormwater Utility Area Assessment Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:On-Call Contract with Haley & Aldrich, Inc., Countywide. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works Director,or designee,to execute a contract with Haley & Aldrich,Inc.,a Delaware Corporation,in an amount not to exceed $190,000 to provide on-call professional stormwater quality services for a variety of the San Francisco Bay Region Municipal Regional Stormwater National Pollutant Discharge Elimination System (NPDES)Permit (MRP)requirements for the period of April 1, 2025 through March 31, 2028, Countywide. FISCAL IMPACT: This project is funded by 100% Stormwater Utility Area Assessment Funds. Project No. 7517-6W7087 BACKGROUND: The County Watershed Program (CWP)is responsible for implementing measures to reduce trash/litter,oils, abandoned waste,and other pollutants of concern that may flow from the County’s storm drain system to local creeks,the Bay,and the Delta.As such,CWP requires routine and on-call assistance with coordination and support for implementing control measures and activities in order to comply with the MRP from the California Regional Water Quality Control Board, San Francisco Bay Region. CONSEQUENCE OF NEGATIVE ACTION: Without the approval of this contract by the Board of Supervisors,Contra Costa County will be unable to meet its requirements under the MRP. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 1 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1153 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Wood Rodgers, Inc., effective January 1, 2025, to increase the payment limit by $400,000 to a new payment limit of $1,200,000 and to extend the term through March 31, 2027, for on -call structural engineering services, Countywide. (100% Various Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Amendment to Consulting Services Agreement with Wood Rodgers, Inc., Countywide. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (contract) amendment with Wood Rodgers, Inc., effective January 1, 2025, to increase the payment limit by $400,000 to a new payment limit of $1,200,000 for on-call structural engineering services, and to extend the term from August 16, 2025, to March 31, 2027, Countywide. (County Project No.: Various)(All Districts ) FISCAL IMPACT: Work performed under this amendment is funded by developer fees, local, state and federal funds for local road, flood control, and airport projects. (100% Various Funds) BACKGROUND: The Public Works Department is involved in various projects in the County that require structural engineering services for roads, flood control, and airport projects. Wood Rodgers, Inc. is one of eight firms contracted to provide structural engineering services on an “on-call” basis. The consultant may augment Public Works staff on an as-needed basis. They may be used as an extension of Public Works staff during busy times when extra help is needed or when in-house expertise is not available. On August 16, 2022, the Board of Supervisors approved an initial contract with Wood Rodgers, Inc. in the amount of $800,000 for structural engineering services for the Public Works Department. The term of the CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1153,Version:1 agreement expires on August 16, 2025. This Amendment will increase the payment limit to $1,200,000, and extend the contract term from August 16, 2025, to March 31, 2027, which is necessary for the continuation of on-call structural engineering services through the completion of the following projects: Wildcat Canyon Slide Repair, Highland Road Storm Damage Repair and Norris Canyon Road Slide Repair and Safety Improvement projects, which Wood Rodgers, Inc. is currently providing structural engineering services under task orders. Wood Rodgers, Inc. was selected for structural engineering services of these projects through a qualification-based selection in accordance with Caltrans Local Assistance Procedures Manual (LAPM). Structural engineering services for these projects are anticipated to be completed by March 31, 2027. Government Code Section 31000 and 4525 authorizes the County to contract for services, including the type of structural engineering services that Wood Rodgers, Inc. provides. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, the on-going projects that Wood Rodgers, Inc. provides structural engineering services for will experience delays and added costs as the County solicits for new professional services. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1154 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a second amendment to lease with Helge Theiss-Nyland and Patricia Theiss-Nyland, Trustees of the Helge Theiss-Nyland and Patricia Theiss-Nyland 2006 Trust, that will extend the term of the lease for five years for approximately 620 square feet of office space located at 2101 Vale Road, in San Pablo for Veterans Services, at an initial annual rent of $18,120 with annual increases thereafter. (100% General Fund) Attachments:1. 2101 Vale Road_Second Amend_Final Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Second Amendment to Lease for Office Space at 2101 Vale Road in San Pablo for Veterans Services ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Public Works Director,or designee,to execute a Second Amendment to lease with Helge Theiss-Nyland and Patricia Theiss-Nyland,Trustees of the Helge Theiss-Nyland and Patricia Theiss -Nyland 2006 Trust,that will extend the term of the lease for five years for approximately 620 square feet of office space located at 2101 Vale Road,in San Pablo for Veterans Services,at an initial annual rent of $18,120.00 with annual increases thereafter. FISCAL IMPACT: 100%General Fund.The second amendment will obligate the County to pay rent of $96,204.00 over the five- year term. (Org #579) BACKGROUND: Veterans Services -San Pablo Outstation provides a wide variety of services to veterans,survivors,and dependents,including assistance with obtaining Veterans Administration service-related benefits,disability and needs-based benefits,life insurance and education benefits,home loan guarantees and burial benefits.This amendment permits the County’s continued occupancy of this location. CONSEQUENCE OF NEGATIVE ACTION: If the lease is not extended,the functions performed by Veterans Services at this location would require another suitable location,with increased rent,together with the associated expenses of moving and constructing new tenant improvements. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 1 powered by Legistar™ SECOND AMENDMENT TO LEASE VETERAN’S SERVICES 2101 Vale Road, Suite 302 San Pablo, CA This second amendment is dated as of May 1, 2025, and is between Helge Theiss- Nyland and Patricia Theiss-Nyland, Trustees of the Helge Theiss-Nyland and Patricia Theiss-Nyland 2006 Trust, (the “Lessor”) and the County of Contra Costa, a political subdivision of the State of California (the “County”). Recitals A. Lessor is the owner of the building located at 2101 Vale Road, San Pablo, California (the “Building”). B. The Lessor and the County are parties to a lease dated May 1, 2015, as amended, under which the County is leasing approximately 620 square feet in the Building commonly known as 2101 Vale Road, Suite, 302, San Pablo, California (the “Lease”). C. The parties desire to extend the term of the Lease and revise the rent. The parties therefore agree as follows: Agreement 1. Section 2. Term is deleted in its entirety and replaced with the following: Section 2 Term. The term ("Term") of this lease is 15 years beginning on May 1, 2015, and ending April 30, 2030. The County has no renewal options under this Lease. 2. Section 3. Rent is modified by adding the following: Months Monthly Rental May 1, 2025 – April 30, 2026 $1,510.00 May 1, 2026 – April 30, 2027 $1,555.00 May 1, 2027 – April 30, 2028 $1,602.00 May 1, 2028 – April 30, 2029 $1,650.00 May 1, 2029 – April 30, 2030 $1,700.00 [Remainder of Page Intentionally Left Blank] 3. All other terms of the Lease remain unchanged. Lessor and the County are causing this second amendment to be executed as of the date set forth in the introductory paragraph. political subdivision of the State of California By: _______________________________ Warren Lai Director of Public Works RECOMMENDED FOR APPROVAL: By: _______________________________ Jessica L. Dillingham Principal Real Property Agent By: _______________________________ Stacey Sinclair Senior Real Property Agent APPROVED AS TO FORM: THOMAS L. GEIGER, COUNTY COUNSEL By: _______________________________ Kathleen M. Andrus Nyland, Trustees of the Helge Theiss- Nyland and Patricia Theiss-Nyland 2006 Trust By: _______________________________ Helge Theiss-Nyland Trustee By: _______________________________ Patricia Theiss-Nyland Trustee \\PW-DATA\grpdata\realprop\LEASE MANAGEMENT\SAN PABLO\2101 VALE RD - T00745\LEASES\Working file\2101 Vale Road_Second Amend_final.doc 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1155 Name: Status:Type:Consent Item Passed File created:In control:3/17/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the County, a Participating Addendum with Kimball Midwest, in an amount not to exceed $2,500,000, for the purchase of hardware, operations supplies, equipment with related products and services for use by Public Works Facilities Division, during the period of April 1, 2025 through October 31, 2027, under the terms of the Master Contract awarded by Omnia Partners and the Region 4 Education Service Center, Countywide. (100% User Departments) Attachments:1. 24-08_Kimball_MAD_2024_10_25_Combined_Redacted, 2. Participating Addendum Contractor Kimbal Midwest (Contract #R240806) Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Participating Addendum with Kimball Midwest ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent,or designee,to execute,on behalf of the County,a Participating Addendum with Kimball Midwest,in an amount not to exceed $2,500,000,for the purchase of Hardware,Operations Supplies,Equipment with Related Products and Services for use by Public Works Facilities Division,during the period of April 1,2025 through October 31,2027,under the terms of the Master Contract awarded by Omnia Partners and the Region 4 Education Service Center,a Texas Public Agency,and distributed through Kimball Midwest, Countywide. FISCAL IMPACT: Product and service costs paid by Public Works Facilities Maintenance Budget. (100% General Fund) BACKGROUND: Contra Costa County Purchasing Services is requesting approval of a Participating Addendum for the purchase of Hardware,Operations Supplies,Equipment with Related Products and Services offered through Kimball Midwest.Products are guaranteed through the master contract awarded by Omnia Partners and the Region 4 Education Service Center,a Texas Public Agency.Approval of the addendum between Contra Costa County and Kimball Midwest,allows the County to obtain guaranteed pricing available through the Omnia Partners and the Region 4 Service Center,a Texas Public Agency contract.The purchase will support the Public Works Facilities Division with a variety of Hardware,Operation Supplies,Equipment with Related Products and Services required by the Division and provide discounted products and services off published list prices.This will allow the Public Works Facilities Division to purchase Hardware,Operations Supplies,Equipment and CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1155,Version:1 Related Products and Services for less than they would without this benefit. CONSEQUENCE OF NEGATIVE ACTION: Without approval of this agreement,the County would be paying full price on Hardware,Operation Supplies, Equipment and Related Products and Service purchases they make today. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ Region 4 Education Service Center (ESC) Contract # 24-08 for Maintenance, Repair, and Operations (MRO) Supplies, Equipment, and Related Products and Services with Midwest Motor Supply Co., Inc., dba Kimball Midwest Effective: November 1, 2024 The following documents comprise the executed contract between the Region 4 Education Service Center and Micro Integration, effective November 1, 2024: I.Vendor Contract and Signature Form II.Supplier’s Response to the RFP, incorporated by reference CONTRACT 1 CONTRACT This Contract (“Contract”) is made as of __________, 2024 by and between Midwest Motor Supply Co., Inc., dba Kimball Midwest (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Maintenance, Repair, and Operations (MRO) Supplies, Equipment, and Related Products and Services (“the products and services”). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number 24-08 for Maintenance, Repair, and Operations (MRO) Supplies, Equipment, and Related Products and Services (“RFP”), to which Contractor provided a response (“Proposal”); and WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. The initial term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for an additional term of up to two (2) years or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. Notwithstanding the forgoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued under the Contract for a period of up to one year beyond the Contract term. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. 3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s). CONTRACT 2 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror’s Best and Final Offer iii. Offeror’s proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12 -month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or CONTRACT 3 vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated. CONTRACT 4 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract for a period of up to one year beyond the term of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal. Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the t ime such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third -party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. CONTRACT 5 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing produ cts, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. CONTRACT 6 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall requir e all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed eve n if not specifically identified herein. OFFER AND CONTRACT SIGNATURE FORM The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name Midwest Motor Supply Co., Inc, dba Kimball Midwest Address 4800 Roberts Rd City/State/Zip Columbus, OH 43228 Telephone No. 800-233-1294 x2696 Email Address all-governmentgroup@kimballmidwest.com Printed Name Tyler Wooddell Title Chief Business Development Officer Authorized signature --;z;;-� ---- Accepted by Region 4 ESC: Cont ract No. R240806 Initial Contract Term_..:.1.:.,1/:...::l""'/2=0=2=--=4'---_____ to 10/31/2025 �gon4 ESC Autorize Board Member Print Name Date Date 10/29/2024 10/29/2024 Linda Tinnerman Victor E. White Kimball Midwest Proposal Clarification Proposed Administrative Fee Change Since our contract was first awarded in 2015, Kimball Midwest’s sales have experienced rapid growth, as seen in the chart below. Our commitment to this cooperative remains unwavering, and we are actively seeking larger agency opportunities to further expand. In light of these developments, we have revamped our rebate offering to members, making it more appealing. As part of this initiative, we propose reducing the current administrative fee from 3% to 2.5%. By doing so, we can redirect the savings toward our new rebate structure, benefiting agencies directly and enhancing our competitive edge. Guaranteed Contract Sales Having grown the program rapidly since our initial contract in 2015, we project to continue double digit sales growth by executing the initiatives that have driven our contract success to-date. Committing to Guaranteed Contract Sales and in turn paying the administrative fee on this amount is not in the best interest of Kimball Midwest and we believe our established history with Region 4 and OMNIA Partners can support this modification. “Go-to Market Strategy” While the Region 4 / OMNIA Partners contract is our main go-to market strategy and we look forward to continuing to build on the success we have had, it is in Kimball and Public Agencies best interest to remain flexible in the contract offerings that we are able to provide. RFP 24-08 Kimball Midwest 24-08 Addendum 4 Kimball Midwest Midwest Motor Supply Co. Inc. Supplier Response Event Information Number:24-08 Addendum 4 Title:Maintenance, Repair and Operations (MRO) Supplies, Equipment, and Related Products and Services Type:Request for Proposal Issue Date:5/15/2024 Deadline:6/27/2024 02:00 PM (CT) Notes:Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal. Only online proposals will be accepted. Proposals must be submitted via Region 4 ESC's online procurement system: region4esc.ionwave.net. No manual, emailed, or faxed proposals will be accepted. NON-MANDATORY PRE-PROPOSAL CONFERENCE Meeting to be held on Thursday, May 30, 2024 at 10:00 am CST via ZOOM. Click here to join. Offerors are strongly encouraged, but not required to participate in a pre-proposal conference with the Procurement and Operations Specialist. Vendor: Kimball Midwest 24-08 Addendum 4Page 1 of 37 pages Contact Information Address:Finance and Operations 7145 West Tidwell Road TX 77092 Email:questions@esc4.net Vendor: Kimball Midwest 24-08 Addendum 4Page 2 of 37 pages Kimball Midwest Information Contact:Seamus Moore Address:4800 Roberts Road Columbus, OH 43228 Phone:(614) 951-2696 By submitting your response, you certify that you are authorized to represent and bind your company. LeAnna Toebbe all-governmentgroup@kimballmidwest.com Signature Email Submitted at 6/27/2024 11:06:49 AM (CT) Requested Attachments OFFER AND CONTRACT SIGNATURE FORM RFP 24-08 Offer And Contract Signature Form_KimballMidwest.pdf Please complete the Offer and Contract Signature Form, located on the Attachments tab, and upload the completed document here. Appendix B - Terms & Conditions Acceptance Form RFP 24-08 Appendix B - Terms & Conditions Acceptance_KimballMidwest.pdf Please complete the Terms & Conditions Acceptance Form, located on the Attachments tab, and upload the completed document here. Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy RFP 24-08 Appendix C - Acceptance of Region 4 ESCs Open Records Policy_Kimball Midwest.pdf Please complete the Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy, located on the Attachments tab, and upload the completed document here. Antitrust Certification Statements RFP 24-08 Appendix C - Antitrust Certification Statements_KimballMidwest.pdf Please complete the Antitrust Certification Statements, located on the Attachments tab, and upload the completed document here. Certificate of Interested Parties (Form 1295) RFP 24-08 Appendix C - Form 1295 Certificate 101222919_KimballMidwest.pdf Must complete the form online at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Texas Government Code 2270 Verification Form RFP 24-08 Appendix C - Texas Gov Code 2270 Verification Form_KimballMidwest.pdf Please complete the Texas Government Code 2270 Verification Form, located on the Attachments tab, and upload the completed document here. RFP 24-08 Market Basket 24- 08_MarketBasket_2024_06_10 (V1_Final).xlsx Please complete the OMNIA Partners - Market Basket, located on the Attachments tab, and upload the completed documents here. Vendor: Kimball Midwest 24-08 Addendum 4Page 3 of 37 pages Value Add RFP 24-08 Value Add_KimballMidwest.pdf Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. Furniture can be included as a Value-Add, include any fees such as installation, delivery options, setup/cleaning, classroom design/layout, special orders, etc. Submit FEIN and Dunn & Bradstreet report.Midwest Motor Supply Co.- DUNS017906231_06-21-2024.pdf Upload FEIN and Dunn & Brandstreet report here. Diversity Program Certifications No response If there are any diversity programs, provide a copy of their certification. Minority Women Business Enterprise Certification No response Please upload Minority Women Business Enterprise Certification if applicable. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification No response Please upload Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification if applicable. Historically Underutilized Business (HUB) Certification No response Please upload Historically Underutilized Business (HUB) Certification if applicable. Historically Underutilized Business Zone Enterprise (HUBZone)No response Please upload Historically Underutilized Business Zone Enterprise (HUBZone) if applicable. Other recognized diversity certificate holder No response Please upload other recognized diversity certificate holder if applicable. Additional Agreements Offeror will require Participating Agencies to sign. No response Upload any additional agreements offeror will require Participating Agencies here. OMNIA Partners - Exhibit F Federal Funds Certifications RFP 24-08 Exhibit F - Federal Funds Certifications_KimballMidwest.pdf Please complete the OMNIA Partners - Exhibit F Response for National Cooperative Contract located on the Attachments tab and upload the completed documents here. OMNIA Partners - Exhibit G New Jersey Business Compliance RFP 24-08 Exhibit G - New Jersey Business Compliance_KimballMidwest.pdf Please complete the OMNIA Partners - Exhibit G New Jersey Business Compliance forms, located on the Attachments tab, and upload the completed documents here. MRO Addendum RFP 24-08 MRO Addendum_Kimball Midwest.pdf Response Attachments Kimball Midwest - Products_Pricing.pdf In response to Attribute #4. RFP 24-08 Appendix D Exhibit Supplier Response_KimballMidwest.pdf In response to Attribute #18 Vendor: Kimball Midwest 24-08 Addendum 4Page 4 of 37 pages Bid Attributes 1 Oral Communication Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal. I have read and agree. 2 Scope of Work Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate your review and acceptance below. I have read and agree. 3 Terms and Conditions Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab. Indicate your review and acceptance below. I have read and agree. 4 Products/Pricing - Upload on Response Attachments Tab Offerors shall provide pricing based on a discount from a manufacturer's price list, or fixed price, or a combination of both with indefinite quantities. Offeror may offer their complete product, and service offering as a balance of line. Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apple, the different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. The discount proposed shall remain the same throughout the term of the contract and at all renewal options. Price lists must contain the following: (if applicable) Manufacturer Part # Offeror's Part # (if different from manufacturer part #) Description Manufacturers Suggested List Price and Net Price Net price to Region 4 ESC (including freight) 5 Is pricing available for all products and services? Yes No 6 Shipping Costs Describe any shipping and/or delivery charges including the methodology for when said charges will be calculated for (1) orders placed on the Offerors website; (2) orders picked up at the retail store/storefront location; (3) orders delivered by supplier employees. Shipping Costs Describe any shipping and/or delivery charges including the methodology for when said charges will be calculated for (1) orders placed on the Offerors website; (2) orders picked up at the retail store/storefront location; (3) orders delivered by supplier employees. Regardless of the method used to place an order, our proposal includes no-charge standard ground shipping on stock items within the continental United States with no minimum order requirement to qualify for the free freight. Non-stock orders may be subject to additional freight. Orders shipping to Alaska, Hawaii, U.S. Territories and Outlying Areas would be subject to an additional charge. Expedited shipping is available upon request. Freight charges are dependent upon weights, package dimensions, and delivery cut-off times so fees would be quoted at the time of order. Vendor: Kimball Midwest 24-08 Addendum 4Page 5 of 37 pages 7 Warranty Pricing Provide pricing for warranties on all products and services. Kimball Midwest guarantees warranty coverage for 90 days or the manufacturer’s warranty period, whichever is greater. There is no additional warranty cost associated for our customers. 8 Describe any return or restocking fees. Customers can initiate a return by reaching out to their Kimball service representative or our customer service team. New and unused products, in their original packaging, are eligible for return within 90 days from the order billing date. While we strive to accommodate your needs, please note that chemicals beyond 6 months of purchase cannot be accepted for return due to their nature. For non-defective products that were not dispatched in error, customers are responsible for the return freight. It's important to highlight that certain products which are special purchases may be deemed non-cancelable and non-returnable. However, exceptions do apply in cases where a vendor-certified defect is identified or an error on our part occurred. 9 Describe any installation charges and when they are applicable. Installation fees are not applicable for the products and services in our proposal. We believe the process of installing necessary storage equipment for MRO supplies should cause little to no disruption for the shop mechanics. Therefore, we take a very detailed approach to converting to a Kimball inventory management system in a very quick manner and at no additional cost to our customers. It is important to note that Kimball has a nationwide field service network allowing multiple installations to occur in parallel. 1 0 Discounts or Rebates Describe any additional discounts, special offers, promotions or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. Kimball offers 1% 10, net 30 payment terms as well as a volume-earned rebate based on member growth. New Participating Public Agencies who exceed $75,000 annually in a contract year based on total purchase volume (less any taxes or shipping charges) are eligible for an on-account rebate up to 3%. The rebate will be re- evaluated annually and adjustments will be made according to the previous year’s volume. In order to be eligible for this rebate, Agencies must formally enroll utilizing a Piggyback Agreement. Kimball representatives will also have the authority to provide additional volume discounts at the quote level, within the conditions outlined in the master agreement, should the opportunity present itself. They will work closely with Participating Public Agencies on these large order requests. 1 1 Verification of Contract Pricing Describe how customers verify they are receiving Contract pricing. The structure of account set up at Kimball Midwest guarantees price accuracy for contract users, regardless of the ordering system they use. To make a purchase, customers are issued an individual account which they use with any Kimball Midwest ordering method. The contract price book is assigned to their account after opting in to the program, ensuring every order has the correct price no matter how they placed it. Additionally, their invoice and packing slip settings change so that the contract number prints on these documents and displays on their quotes- a visual confirmation their order is on contract. Upon request, we can generate a sales order history report which customers may wish to compare against their own records. Essential fields would include order dates, invoice numbers, part numbers, quantities ordered and shipped, unit price paid and extended price. Additional fields can be provided based on their individual needs. 1 2 Describe invoicing process. Include payment terms and acceptable methods of payment outlining any associated fees pertaining to credit card/p-cards. Customer invoices are generated nightly and made available to customers via an automated email, mail or through our self-service customer portal on Kimballmidwest.com. We accept cash, check, and credit cards (including P- Cards). Cash and check payments made within the first 10 days will receive a 1% discount. Customers who pay with credit card after invoicing will be charged a 2.5% convenience fee. Point of Sale credit card purchases will not be charged, and New Customers will have a 10-day grace period after invoicing to pay with credit card with no fee. Debit cards will not be charged a fee, only credit cards. Vendor: Kimball Midwest 24-08 Addendum 4Page 6 of 37 pages 1 3 Frequency of Pricing Updates Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. Contract pricing will be fixed for a minimum period of 1 year from contract execution. Any price changes or increases would be as a result of increases from manufacturers. Typically, Kimball implements price actions 1-2x per year. Kimball also utilizes the Bureau of Labor Statistics PPI Commodity Data tables to establish underlying cost changes. The BLS table can be found here: http://data.bls.gov/cgi-bin/srgate. An example of a proposed index that is reviewed is WPU1081 (PPI Commodity data for bolts, nuts, nuts, screws, rivets and washers, not seasonally adjusted). The baseline index will be taken at the month preceding the previous fixed price period. Any pricing adjustments (up or down) made at the expiration of that period would consider the index movement from the baseline to the then most recent available monthly index posting value as well as increases from our manufacturers. 1 4 Describe how future product introductions will be priced and align with Contract pricing proposed. Future product introductions will align with the terms and conditions outlined in the existing contract. All new products are automatically assigned in a Kimball product hierarchy which aligns closely with the discount percentages included within this RFQ. As an additional layer of compliance, our Program Manager and Contracts Specialist work closely with our Pricing team to verify contract compliance during all new products releases. With over 2,000 new products introduced each year, Kimball requires a robust back-end structure to ensure smooth pricing alignment for all contracts that we hold, minimizing any disruptions for our customers and sales representatives. 1 5 Not to Exceed Pricing Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary structure is not acceptable. 1 6 Proposed category discounts should remain the same for at least a minimum of the first 12 months after the contract award. All pricing must be verifiable and auditable from the date of the contract award. 1 7 Federal Funding Pricing Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may use, provide alternative pricing that does not include cost plus a percentage of cost or pricing based on time and materials; if time and materials is necessary, a ceiling price that the contract exceeds at its own risk will be needed. Products and services provided in a situation where an agency is eligible for federal funding, Offeror is subject to and must comply with all federal requirements applicable to the funding including, but not limited to the FEMA Special Conditions section located in the Federal Funds Certifications Exhibit. Agree Disagree 1 8 Appendix D, Exhibit A, OMNIA Partners Response for National Contract Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. 1 9 Appendix D, Exhibit B, OMNIA Partners Administration Agreement The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form. Vendor: Kimball Midwest 24-08 Addendum 4Page 7 of 37 pages 2 0 Appendix D, Exhibits F and G Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. 2 1 Describe how Offeror responds to emergency orders. An agency’s needs will vary when a disaster occurs and quick action is needed to be a trusted and valued partner during these times. Utilizing Kimball’s VMI service, locations would have their own short-term supply of high use items. Our local service rep and their management team also make themselves available outside of normal business hours for emergency orders. Having each DC fully stocked with Kimball’s complete line, we can redirect shipments to come from DC’s outside of the DC’s primary service geography. Emergency orders are given highest priority. To complete delivery, Kimball has trusted relationships with multiple shipping companies, allowing us to get the product where it needs to be during such an event. After contract award, a dedicated Emergency Contact number for this contract can be provided. S/he will field an agency’s call, understand their needs and distribute the information to a local representative, ensuring emergency needs are met timely. 2 2 What is Offeror's average Fill Rate? We strive to ensure that 100% of eligible orders are shipped the same day, with a 98.6% item level fill rate, and next day delivery to 90+% of the continental US at no additional charge for most items. 2 3 What is Offeror's average on time delivery rate? Describe Offeror’s history of meeting the shipping and delivery timelines. Kimball’s experienced operations and logistics team is committed to getting our customers product in an efficient and reliable manner. We partner with our trusted 3rd party shipping companies to leverage zone skips which leads to reduced transit times and faster delivery. 99.6% of orders ship the same day ensuring swift processing. The average transit time from dispatch to delivery is 1.2 days. As mentioned previously, Kimball is able to offer next day delivery to 90+% of the continental US at no additional charge for most items. Customers are also able to monitor their shipments, enhancing transparency. Our commitment to timely deliveries and an industry leading order fill rate set us apart. 2 4 Describe Offeror's return and restocking policy. Customers can initiate a return by reaching out to their Kimball service representative or our customer service team. New and unused products, in their original packaging, are eligible for return within 90 days from the order billing date. While we strive to accommodate your needs, please note that chemicals beyond 6 months of purchase unfortunately cannot be accepted for return due to their nature. Kimball does not charge a restocking fee. For non-defective products that were not dispatched in error, customers are responsible for the return freight. It's important to highlight that certain products which are special purchases may be deemed non-cancelable and non-returnable. However, exceptions do apply in cases where a vendor-certified defect is identified or an error on our part occurred. 2 5 Describe Offeror’s ability to meet service and warranty needs. Kimball Midwest warrants to the original buyer ("Buyer") all parts and accessories purchased by it from Kimball against defects in material or workmanship. Kimball will repair or replace, at no charge to the buyer, any part or accessory which, after examination by Kimball, is determined to be defective within a period of 90 days from receipt. Coverage under this warranty will be provided only if the defective part has been submitted to Kimball for inspection. This warranty does not cover any damage to parts due to alteration, modification, improper installation, accident, post-installation misuse, abuse, negligence, inadequate maintenance, or malfunction of associated parts or equipment not supplied by Kimball. This warranty is in lieu of any other warranty, expressed or implied, including any warranty of merchantability or fitness for a particular purpose. Replacement or repair as provided under this warranty is the exclusive remedy of the buyer. 2 6 Describe Offeror's ability to provide on-site and/or online training and education programs/seminars. We are happy to provide, at a customer’s request, onsite safety and training seminars in the product lines that are being supplied to their facilities. An overview of the options for these seminars is included in our value-added document. Arrangements for these can be made directly with Kimball servicing representatives and/or managers. Any fees for performing these seminars will be waived as part of this contract. Vendor: Kimball Midwest 24-08 Addendum 4Page 8 of 37 pages 2 7 Describe Offeror’s customer service/problem resolution process. Include hours of operation, number of services, etc. Customers can contact their local service rep via phone or e-mail, through at least 5 pm in their time zone, to request quotes, service, or make general inquiries. Service representatives also serve as emergency contacts for after-hours concerns. Additional account support is available through our Customer Service department which is available from 6am - 8:30 pm EST (4am- 5:30pm PST) via phone and e-mail: • Ph# 800-342-4116 • adminservices@kimballmidwest.com Our Government Sales Department includes an internal support group that will be dedicated to addressing contract related questions. As part of contract implementation, Kimball will provide a list of emergency contacts within the Government group for Participating Public Agencies. Their main phone number is 614-951-2696, and their email is all-governmentgroup@kimballmidwest.com. 2 8 Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards. Customer invoices are generated nightly and made available to customers via an automated email, mail or through our self-service customer portal on Kimballmidwest.com. We accept cash, check, and credit cards (including P- Cards). Cash and check payments made within the first 10 days will receive a 1% discount. Customers who pay with credit card after invoicing will be charged a 2.5% convenience fee. Point of Sale credit card purchases will not be charged, and New Customers will have a 10-day grace period after invoicing to pay with credit card with no fee. Debit cards will not be charged a fee, only credit cards. 2 9 Describe Offeror’s contract implementation/customer transition plan. Our OMNIA Partners program is our leading program for State and Local governments. If awarded, we would continue to market it accordingly. We would maintain co-branded fliers which highlight the positive points of interest in doing business with Kimball through OMNIA Partners, Public Sector. It would also maintain prominence in sales presentations and training sessions with our Sales Reps, supported heavily by our General Sales Manager. Our current account transition process is (1) the customer or their Sales Rep requests that their account be set up on Master Agreement pricing (2) the participation ID is obtained and verified through the OMNIA Partners, Public Sector's participation website (3) the contract's price book is applied to the account (4) their invoice and packing slip settings are updated so that the contract number prints on them going forward and (5) e-mail confirmation is sent to the requestor for their own records. 3 0 Describe the financial condition of Offeror. Kimball has been a healthy and growing company for decades, with sales exceeding $500 million today. Kimball Midwest has regularly engaged Deloitte to perform an outside audit, in which they have consistently issued a clean audit/review opinion. A copy of our Dun & Bradstreet report is attached. Vendor: Kimball Midwest 24-08 Addendum 4Page 9 of 37 pages 3 1 Describe Offeror's ordering capabilities for Participating Public Agencies. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website's capabilities and functionality including the following features: product lookup, ability to set authorization limits, and ability to download order invoice history reports. While Kimball’s vendor managed inventory offering drastically decreases the time burden in finding, stocking, and acquiring MRO consumable items (most orders are initiated by a Kimball rep), Kimball’s online ordering system provides sourcing, ordering, and account administration processes for Participating Agencies. Kimball’s online storefront at www.KimballMidwest.com allows customers to browse our full line of products and make purchases. The site has a multi-dimensional navigation structure and a suggestive search box to make finding the correct parts easy and intuitive. Customers are also able to browse by choosing a specific category and drilling down through additional subcategories. The subcategory hierarchy for each item is listed on their product pages as clickable links. This helps users to browse related items without searching from square-one and facilitates narrowing down a lengthy list of products to the specific item they're looking for. Our website allows users to create a unique profile where, once logged-in, they can view their contract pricing, manage their account and add additional users, add items to their cart, and place orders. Users can view the status of online orders, track shipments, and view their order history. They can also search historical purchases and reorder those items as desired. Additional conveniences include: • Access invoices and make payments • View their contracted pricing • Search PO numbers • Track Packages • Create and save personal wish lists • Preview and print SDS and USDA sheets • P-Cards are accepted • Accounts can be designated as “Hold for PO” as a default ordering parameter which will apply to all online orders. Specific items or product categories can be restricted from online ordering. Restrictions are controlled at the account level and prevent the items from appearing to the logged in user. Multiple training options are available for users to learn more about using our website. You can view our online store at https://www.kimballmidwest.com/ 3 2 Describe the Offeror’s safety record. Kimball’s safety records are commendable, with a DART rate of 0.49 for our Corporate Office Employees and Sales Employees. We maintain a strong commitment to safety by continuously monitoring and updating our safety programs while establishing an updated Environmental, Health, and Safety (EHS) framework. 3 3 Describe Offeror’s green or environmental initiatives or policies. As a distributor, our ability to make an environmental impact centers around recycling at our distribution centers and being conscientious of the policies under which we do business. The company’s steady growth has afforded the opportunity to expand and remodel our facilities with focus on reducing our company’s resource consumption. Eco-conscientious practices we've adopted through the years include: • Converting to LED lighting inside and out at facilities • Occupancy sensors to keep lights on only when rooms are in use • Reducing water usage through hands-free and low-flow restroom fixtures •Actively recycling corrugated cardboard, office paper, stretch wrap, cans, bottles, plastic barrels, pallets, batteries, electronics, ink toner cartridges •Bottle and can recycling bins within cafeterias and throughout our buildings •Office-wide paper recycling for non-sensitive documents 3 4 Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. Kimball actively supports historically disadvantaged businesses, fostering partnerships with suppliers while emphasizing reliable sourcing and quality products. In 2023, through our Supplier Diversity Program, we collaborated with 191 diverse and small businesses, increasing our spend by $2.6M year over year. We aim to leverage ESB/MBE/WBE capabilities for sales and purchasing opportunities. As members of NVBDC, ORV/WBE, and OMSDC, we continue to create diverse partnerships. Additionally, we proudly collaborate with MBE, SWAM, and Veteran Owned companies, offering extensive products, industry expertise, and customer relationships. Interested agencies can contact their local sales representatives to explore our Channel Partner Program. Vendor: Kimball Midwest 24-08 Addendum 4Page 10 of 37 pages 3 5 Provide a brief history of the Offeror, including year it was established and corporate office location. Established in 1923, the Kimball Company was acquired by Midwest Motor Supply some 60 years later to form Kimball Midwest (Kimball). Since 1983, company growth has been dynamic, scaling from less than $1MM in sales to over $500MM today. While most of that growth has been organic, Kimball has also made a handful of acquisitions over the last 20 years of like-minded organizations. Today, Kimball is proud to be recognized as one of the largest distributors in the industrial maintenance aftermarket in the United States, currently ranked 30 in Industrial Distribution’s annual publication of “The Big 50” MRO suppliers and 38 in Modern Distribution Management’s Top 40 Industrial Distributors list for 2023. Our primary distribution center and headquarters are in Columbus, Ohio: 4800 Roberts Rd Columbus, OH 43228 3 6 Describe Offeror’s reputation in the marketplace. Kimball is known for our superior products and Valued Added Services that consist of Vendor Managed Inventory for our customers. Kimball is one of the largest distributors in the industrial maintenance aftermarket in the United States, currently ranked 30 in Industrial Distribution’s annual publication of “The Big 50” MRO suppliers and 38 in Modern Distribution Management’s Top 40 Industrial Distributors list for 2024. Kimball Midwest's sales growth has been very dynamic, increasing from less than $1 million in 1983 to more than $500 million today. In 2023, Training magazine acknowledged Kimball with its 2023 Training APEX award. Additionally, Kimball was named one of Central Ohio's Top Workplaces for the 11th year in a row. Major industries served includes Agriculture, Automotive, Construction, Manufacturing, Oil and Gas, Mining, Wholesale, and Government. 3 7 Describe Offeror’s reputation of products and services in the marketplace. Kimball takes great pride in our demonstrably superior products. We stock over 55,000 superior-quality MRO parts spanning from fasteners, chemicals, electrical components to cutting tools. Many items are even manufactured to Kimball specs, surpassing commodity products in quality. Kimball regularly introduces new products to our line, with over 2,000 new items introduced last year. Finally, we prioritize American-made products, with 80% of our inventory dollars being spent on items manufactured in the USA. This commitment ensures traceability to the source, reducing the risk of substandard products . Product is then put away by our Vendor Managed Inventory specialists. Kimball takes a leading approach to the marketplace in terms of training, experience level, and additional support layers. All new Kimball reps, regardless of experience, undergo a multi-phase onboarding lasting ~12 months. This leads to superior products and services for our valued customers. 3 8 Describe if distributors/dealers/resellers/subsidiaries/partners ("affiliates") will be used to fulfill the contract. Submit a list of those affiliates authorized to sell under the proposed contract. Where and how does Offeror propose to maintain an authorized affiliate list so it may be accessed by Participating Agencies? How often does the supplier propose to update the affiliate list? Confirm the Offeror reviews the financial health, debarment status and overall general capacity of authorized affiliates. Offerors who use authorized affiliates are responsible for ensuring authorized affiliates are preforming in accordance with the contract. Kimball will maintain an active list of applicable distributors/dealers/resellers/subsidiaries/partners on our OMNIA landing page. All potential partners are reviewed in great detail for financial help, debarment status, etc prior to entering an agreement with them. GT Industrial Supply 7775 East Kemper Road Cincinnati OH 45249 Phone: 513-771-7000 Roby Services, Ltd (dba) Roby Supply 42 N. Torrence Street Dayton, Ohio 45403 Tel: (937) 254- 2384 Fax: (937) 254-2674 3 9 Describe the experience and qualifications of key employees. Seamus Moore (Program Manager), LeAnna Toebbe (Contract Specialist) and Katelyn Bray (Government Sales Manager) bring over 25 years of combined experience with Government Sales and contract management. Our dedicated team brings unwavering commitment to excellence within the public procurement space. With a proven track record, they’ve successfully supported the OMNIA Partners cooperative since 2015 and manage other critical contracts such as our Federal GSA schedule. Their deep understanding of government procurement processes, compliance, and relationship-building has allowed this team to share their knowledge with the sales forces and significantly grow contract sales while meeting contract compliance. Due to character limits, more in-depth bios available upon request. Vendor: Kimball Midwest 24-08 Addendum 4Page 11 of 37 pages 4 0 Describe Offeror’s experience working with the government sector. Kimball’s Sales team excels in managing large-scale government accounts and contracts. They handle reporting and fee obligations for state contracts and our cooperative contract with OMNIA Partners. Our OMNIA program, launched in 2015, now serves over 5,000 nationwide accounts, achieving consistent 25%+ sales growth annually. Additionally, we maintain a GSA schedule since 2003, leveraging firsthand federal knowledge to guide sales personnel and expand our federal customer base. Detailed SOPs ensure compliance when selling to contract customers. 4 1 Describe past litigation, bankruptcy, reorganization, state investigations of entity/supplier or current officers and directors. Kimball Midwest is involved in various small pieces of commercial litigation as arise in the ordinary course of business. It has never filed bankruptcy or for reorganization, and no present or past litigation impacts Kimball Midwest’s ability to perform under this contract. 4 2 References Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume. 4 3 Value Add Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. Kimball serves as a Vendor Managed Inventory (VMI) partner, initiating most orders to save time for Participating Agencies’ maintenance personnel. Our VMI program includes site-level assessments, labor force reconfiguration, and maintaining inventory levels for small part consumable MRO SKUs. Quotes are created through mobile applications and convert to orders upon approval. Annual inventory analysis, usage reports, and tailored reporting enhance our services. Additionally, we offer Non-Stock sourcing, custom kits, and New Product Demos to optimize efficiency and cost savings. Please see our Value Add document for more detailed information due to character limits. 4 4 Competitive Range It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary. Vendor: Kimball Midwest 24-08 Addendum 4Page 12 of 37 pages 4 5 Past Performance An Offeror's past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror's businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP. 4 6 Additional Investigations Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror. 4 7 Supplier Response Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 4 8 Brief history and description of Supplier to include experience providing similar products and services. Kimball’s Sales team is experienced in developing and managing large-scale accounts and contracts for agencies at all levels of government. They are well-versed in fulfilling reporting and fee obligations on a scheduled basis for our state contracts as well as our leading cooperative contract with OMNIA Partners. Since its award in 2015, our OMNIA program has continued to set new benchmarks every year, now involving over 5,000 accounts nationwide, and has experienced 25%+ sales growth consecutively in each year of the most recent contract. Kimball also has experience in the federal sector, having maintained a GSA schedule since 2003. The program is run by employees with firsthand knowledge of federal systems and procurement so that they can guide our sales personnel appropriately and develop initiatives to continue growing our federal customer base. Understanding the importance of Government sector compliance, a detailed SOP providing essential knowledge when selling to contract customers is issued to all Sales Reps using the various contracts that we hold. Having fulfilled the maintenance supply needs for customers panning multiple industries for 100 years, and OMNIA participants for nearly 10 years, Kimball Midwest is ready to satisfy the obligations outlined in this proposal from day one. 4 9 Total number and location of salespersons employed by Supplier. Kimball Midwest has over 1,400 Sales Representatives within the continental United States, with an average representative tenure of 7+ years . 5 0 Number and location of support centers (if applicable) and location of corporate office. Kimball Midwest national distribution network is comprised of 5 strategically placed facilities in Columbus, OH; Savannah, GA; Reno, NV; Dallas, TX; and Newtown, CT which are each fully stocked with 100% of Kimball's product line. Corporate Office and Columbus Distribution Center: 4800 Roberts Rd Columbus, OH 43228 5 1 Annual sales for the three previous fiscal years. $324492595 5 2 Annual sales for the three previous fiscal years. $411340961 5 3 Annual sales for the three previous fiscal years. $486461852 5 4 Indicate if supplier holds any certifications and include proof of such certification. Minority Women Business Enterprise Yes No Vendor: Kimball Midwest 24-08 Addendum 4Page 13 of 37 pages 5 5 If yes, list certifying agency: No response 5 6 Indicate if supplier holds any certifications and include proof of such certification. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise Yes No 5 7 If yes, list certifying agency: No response 5 8 Indicate if supplier holds any certifications and include proof of such certification. Historically Underutilized Business (HUB) Yes No 5 9 If yes, list certifying agency: No response 6 0 Indicate if supplier holds any certifications and include proof of such certification. Historically Underutilized Business Zone Enterprise (HUBZone) Yes No 6 1 If yes, list certifying agency: No response 6 2 Indicate if supplier holds any certifications and include proof of such certification. Other recognized diversity certificate holder Yes No 6 3 If yes, list certifying agency: No response 6 4 Contractor Relationships List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency. While Kimball does not intend to use subcontractors in the fulfillment of this agreement, we do maintain relationships with certified MBE subcontractor(s). That said, Kimball Midwest recognizes the importance of supporting historically disadvantaged businesses and is dedicated to growing our existing partnerships with suppliers. We strive to create an environment in which we can develop sales and purchasing opportunities where we are able to utilize ESB/MBE/WBE capabilities. Our suppliers understand the mission of Kimball Midwest and together we evaluate areas where we can increase the number of products available to our customers. Please see Appendix D, Exhibit A for more detail. We encourage potential ESB/MBE/WBE suppliers and partners to contact us through our website on our “Supplier Diversity Program” page: https://www.kimballmidwest.com/Supplier-Diversity Vendor: Kimball Midwest 24-08 Addendum 4Page 14 of 37 pages 6 5 Describe how supplier differentiates itself from its competitors. Vendor Managed Inventory - Our business model is the key factor which differentiates Kimball Midwest from its competitors. At Kimball, our Sales Reps do more than fill orders for their customers; they strive to be product experts and service the full spectrum of materials management: from determining need based on usage, to putting away inventory and maintaining order in their serviced area. They understand the importance of value versus price and carry this value-driven mindset throughout our business operations by carrying superior products at competitive prices. We train our sales force so they can work with each customer to find their perfect balance between price and quality. Quality Commitment Kimball Midwest products are designed, first and foremost, to be synonymous with Quality and Value. They are designed to be solutions providing superior value – products that will help lower overall operating costs and increase operating efficiency. When we look for additions to our line of 55,000 + very high-quality products we are very discriminating regarding what we will allow to carry the Kimball Midwest brand. Products that can simply get the job done, eventually, are not what we are all about. Kimball Midwest products need to provide features and benefits well beyond the conventional, everyday products most of us encounter daily. To be included in the Kimball Midwest family of products we look for superior solutions to the challenges faced in demanding operations. We know that if these products can handle the toughest applications they’ll make every job faster and easier. These products need to provide: 1. Longer service life 2. Superior performance 3. Faster job completion 4. Reduced labor cost 5. Reduced equipment downtime 6. Increased user safety 7. The ability to make tough jobs easier While there may be lower cost products that are designed for similar tasks as our products – and there is always a lower cost option available by giving up performance, service life and safety – our products are designed to provide a superior value. Service Representatives Further setting us apart is our quality control approach to maintaining an industry-leading service level exceeding 98 %. This is achieved through the training, tenure, and product knowledge of our service reps, superior products, delivery reliability, and a structured review process- both in-house and with our customers. Kimball Midwest takes a leading approach to the marketplace in terms of representative training, experience level, and additional support layers. All our sales representatives, regardless of past experience, undergo regimented multi-phase training lasting on average 12 months. Additionally, these representatives are backed up by a local, regional, and national sales management structure. The average tenure of our service reps is 7 years, a testament to the foundations built and maintained through training and company culture. American-Made Commitment Participants following “Buy America” provisions know they can save time and money when they’re able to find qualifying items they need from one source. Kimball Midwest is committed to its own "Buy American" policy. With 80% of our inventory dollars going to product made in the U.S.A., the long lead times with overseas sources are avoided for many high demand products. This focus allows traceability to the source of manufacture helping eliminate the possibility of substandard, misrepresented, mismarked, or counterfeit products being put into the supply chain. We believe in the American workforce and are committed to providing superior quality products that are backed up by superior workmanship. 6 6 Felony Conviction Notice Indicate if the supplier: is a publicly held corporation and this reporting requirement is not applicable; is not owned or operated by anyone who has been convicted of a felony; or is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. publicly held corp. & reporting is not applicable not owned/operated by who has felony conviction is owned or operated by an individual(s) who has 6 7 Debarment or suspension actions Describe any debarment or suspension actions taken against supplier. N/A – no occurrences of suspension or disbarment. Vendor: Kimball Midwest 24-08 Addendum 4Page 15 of 37 pages 6 8 Distribution, Logistics Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. Kimball Midwest stocks more than 55,000 superior- quality MRO parts, hardware, and quality shop supply items. Having one of the industry’s broadest product lines provides our customer with single-source availability. Our proposal includes our entire stock catalog, product safety seminars, and Vendor Managed Inventory (VMI) solutions. Our product lines range across fasteners to chemicals, from electrical items to shop supplies, and even body shop parts. They are designed specifically for the maintenance aftermarket to prevent or reduce downtime, improve safety, and decrease our customers' overall costs. Examples of lines we stock and service include Cutting Tools & Abrasives, Pipe Fittings, Paints, Hydraulics, Electrical, Hand & Power Tools, Fasteners, Safety Supplies, Chemicals and more. 6 9 Distribution Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Kimball Midwest employs over 1,400 Sales Representatives within the continental U.S. For customers in an area without a field Sales Rep, our Inside Sales staff is happy to provide support until a Rep is assigned to their area. Products ship from one of our five full-service distribution centers, which are located nationwide. These facilities are each fully stocked with Kimball's entire catalog and average an industry-leading 98+% fill rate. The warehouse whose proximity enables fastest fulfillment is assigned as the customer’s primary distribution center. 90% of our customers can be reached with 1 day delivery, if ordered prior to 3pm local. In the event a product is unable to ship from that warehouse, another DC can be alerted to fill the item at no additional charge. We utilize industry leading parcel carriers. Our proposal includes no-charge standard ground shipping within the continental United States and there is no minimum order requirement to qualify for the free freight. Orders shipping to Alaska, Hawaii, U.S. Territories and Outlying Areas would be subject to an additional charge. Expedited shipping is available upon request. Freight charges are dependent upon weights, package dimensions, and delivery cut-off times so fees would be quoted at the time of order. Non-Stock product delivery may require additional shipping days. Date estimates can be confirmed during the quoting process. 7 0 Indicate if Offeror is licensed to do business in all 50 states. Yes No 7 1 Distribution Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. The structure of account set up at Kimball Midwest guarantees price accuracy for contract users, regardless of the ordering system they use. To make a purchase, customers are issued an individual account which they use with any Kimball Midwest ordering method. The contract price book is assigned to their account, ensuring every order has the correct price no matter how they placed it. Additionally, their invoice and packing slip settings change so that the contract number prints on these documents and displays on their quotes- a visual confirmation their order is on contract. Upon request, we can generate a sales order history report which customers may wish to compare against their own records. Essential fields would include order dates, invoice numbers, part numbers, quantities ordered and shipped, unit price paid and extended price. Additional fields can be provided based on their individual needs. 7 2 Logistics Identify all other companies that will be involved in processing, handling or shipping the products/services to the end user. Product will be shipped directly to the account from one of Kimball Midwest's distribution centers. For users taking advantage of our Vendor Managed Inventory services, their Sales Rep will oversee putting the product away and keeping stock. Kimball utilizes industry leading parcel carriers for the majority of shipments. Freight carriers for palletized shipments will vary based on delivery location and handling requirements. Vendor: Kimball Midwest 24-08 Addendum 4Page 16 of 37 pages 7 3 Logistics Provide the number, size and location of Supplier's distribution facilities, warehouses and retail networks as applicable. We have 5 distribution centers strategically located nationwide and each is fully supplied with 100% of Kimball's stocked catalog. We do not have retail stores but customers near our distribution centers may place orders through their Sales Rep or our website and request pick up at the front counter. Columbus DC 4800 Roberts Rd Columbus, OH 43228 400,000 sqft; Reno DC 255 S. McCarran Blvd Sparks, NV 89431 125,000 sqft; Newtown DC 14 Prospect Dr Newtown, CT 06470 142,000 sqft; Savannah DC 730 King George Blvd Savannah, GA 31419 125,000 sqft; Dallas DC 1501 E Bardin Rd Arlington, TX 75050 80,000 sqft 7 4 Marketing and Sales Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to: Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days. Our current OMNIA Partners program is our primary go-to market strategy for Public Agencies. As such we would be eager to share the news of an award with our Sales Representatives. Once authorized by OMNIA Partners, Public Sector, executive sales leadership would announce the exciting news to our sales force within the first 10 days. We have been training our national sales force on leveraging the agreement through OMNIA Partners for many years . Educational materials and presentations would be updated to reflect the new agreement. Additional efforts: • Our Government Sales office will update the program's field guide referenced by Kimball Midwest's 1,400+ Sales Representatives. • Contract will continue as a prominent topic at Divisional and Regional sales meetings, as well as featured by corporate directors during national sales meetings; presentations would emphasize compliance, determining account eligibility, identifying opportunities to grow participation, and talking points to share with customers. • At least 2 OMNIA Partners programs trainings are offered to our sales field team each month. • Continue to grow the program with customer leads and product features, motivate sales force with contests, recognize outstanding accomplishments by the sales field, and more. Vendor: Kimball Midwest 24-08 Addendum 4Page 17 of 37 pages 7 5 90-day Plan Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: Creation and distribution of a co-branded press release to trade publications Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days. Design, publication and distribution of co-branded marketing materials within first 90 days Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with: •OMNIA Partners standard logo; •Copy of original Request for Proposal; •Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; •Summary of Products and pricing; •Marketing Materials •Electronic link to OMNIA Partners’ website including the online registration page; •A dedicated toll-free number and email address for OMNIA Partners Our Strategic Sales team will continue providing dedicated support for the OMNIA Partners, Public Sector program through 800-233-1294 x2696 and OmniaPartners@kimballmidwest.com First 2 Weeks • Executive leadership will issue an announcement to the sales field. • Marketing and Graphics departments will update the existing line card outlining the program features. • Update the existing OMNIA Partners page on our website to reflect the new contract information, including any revisions to logos and uploading the original Request for Proposal: https://www.kimballmidwest.com/Government-Sales/Omnia_Partners First 30 days: • Our Marketing team will issue a Press Release and make an announcement on Kimball Midwest social media. • Our current SOP guide detailing contract obligations and execution will be updated and re-issued. • Our existing co-branded line card would be updated within the first 30 days. o We will announce the contract award and distribute the flier amongst our sales force, who use it as a tool to maintain and grow current accounts and open new accounts. • Notify customers using our current contract, #R192004, of the new agreement and update existing participating addendums. Monthly • Sales reports filed and fees paid before the 10th calendar day of each month. Ongoing • Contract will be featured in subsequent sales meetings; presentations to emphasize compliance, customer eligibility, and identifying opportunities to grow participation. If awarded, this would be a prominent feature of our annual sales meetings held in March and April. • Nurture the program with customer leads, product promotions, employee contests, recognizing outstanding accomplishments by the sales field, and more. We will work with OMNIA Partners staff throughout this process to ensure customer facing literature, in print and on the web, conforms to branding guidelines. Vendor: Kimball Midwest 24-08 Addendum 4Page 18 of 37 pages 7 6 Transition Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. Our OMNIA Partners program is our leading program for State and Local governments. If awarded, we would continue to market it accordingly. We would maintain co-branded fliers which highlight the positive points of interest in doing business with Kimball Midwest through OMNIA Partners, Public Sector. It would also maintain prominence in sales presentations and training sessions with our Sales Reps. Our current account transition process is (1) the customer or their Sales Rep requests that their account be set up on Master Agreement pricing (2) the participation ID is obtained and verified through the OMNIA Partners, Public Sector's participation website (3) the contract's price book is applied to the account (4) their invoice and packing slip settings are updated so that the contract number prints on them going forward and (5) e-mail confirmation is sent to the requestor for their own records. 7 7 Logo Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. Yes No 7 8 Sales Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate: Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency Best government pricing No cost to participate Non-exclusive Yes No 7 9 Training Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: Key features of Master Agreement Working knowledge of the solicitation process Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners Knowledge of benefits of the use of cooperative contracts Yes No Vendor: Kimball Midwest 24-08 Addendum 4Page 19 of 37 pages 8 0 Responsibility Provide the name, title, email and phone number for the person(s), who will be responsible for: Executive Support Marketing Sales Sales Support Financial Reporting Accounts Payable Contracts Executive Support: Tyler Wooddell, Chief Business Development Officer | 614-951-2718 | tyler.wooddell@kimballmidwest.com Marketing: Katelyn Bray, Strategic Sales Manager | 614-951-2436 | katelyn.bray@kimballmidwest.com Sales: Steve Thompson, General Sales Manager | 614-951-2614 | steve.thompson@kimballmidwest.com Sales Support: Strategic Sales Dept | 614-951-2696 | omniapartners@kimballmidwest.com Financial Reporting: Megan Steele, Director of Financial Planning & Analysis | 614-951-2752 | megan.steele@kimballmidwest.com Accounts Payable: Aidan Leonard, Accounting Operations Manager | 614-951-2783 | aidan.leonard@kimballmidwest.com Contracts: LeAnna Toebbe, Government Sales Analyst | 614-951-2478 | leanna.toebbe@kimballmidwest.com OMNIA Partners Program Manager: Seamus Moore, Program Manager, Government Sales | 614-951-2406 | seamus.moore@kimballmidwest.com 8 1 Sales Force Describe in detail how Supplier’s national sales force is structured, including contact information for the highest- level executive in charge of the sales team. Kimball Midwest has over 1,400 Sales Reps across the continental United State backed by a team of District, Region, and Division Managers. Each sales representative has the ability to sell all industry segments, including the Public Sector. This allows Kimball to provide the same great service to customers of all sizes across the country. This sales network is overseen by Steve Thompson, General Sales Manager. Steve Thompson General Sales Manager 614-951-2614 steve.thompson@kimballmidwest.com 8 2 Implementation Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. • Along with the continued development of our training program around the contract, enhancing our partnership with the OMNIA Partners team is a key focus area should we be awarded. Through increased relationship building with the Partner Development, Marketing and Sales teams, we intend to grow our coordination with the OMNIA team. A few examples are: Continuing monthly cadence calls with our Partner Development Director to hone into contract and partnership initiatives and activities. • Working with OMNIA’s marketing team to create effective case studies and focus on initiatives to increase partnership awareness, as well as quality and quantity of marketing activities. • Further build relationships with the Member Development team to drive A-C segment sales. • Work directly with more Regional Managers to tap into the largest agencies nationwide. • Cultivate executive level relationship with OMNIA to further align strategies. In closing, we want to share how the continued focus on driving sales through collaboration and partnership with the OMNIA team has allowed our Sales team to grow 115%+ between 2020 and 2023. Vendor: Kimball Midwest 24-08 Addendum 4Page 20 of 37 pages 8 3 Program Management Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. When executing programs of this nature Kimball utilizes a streamlined hierarchical approach: leveraging our multi- tiered field sales network of more than 1,400+ sales professionals. This provides customers with a local contact for any inquiries related to the contract. Further support comes from our Strategic Sales Department. Our Strategic Sales Specialists have designated territories they support across the country are trained on the OMNIA Partners program to field all basic contract questions. Within the Strategic Sales team, there are 40 outside Key Account Executives and four Government Account Executives that are fully trained on the OMNIA Partners program. They work with field sales managers to support our Sales Reps at the account level, particularly on larger opportunities. The team also consists of two Program Managers with the goal of bringing additional awareness to the OMNIA program and drive new business. This expanded role has been a successful addition, growing sales from $7.7 million in 2019 to $19.8 million in 2023. They present the contract at sales meetings, ride along with reps to help them speak to customers on co-op purchasing, host 60+ training webinars annually, organize company-wide contests around the program, closely monitor sales performance, etc. They partner with internal resources to better align initiatives between the program and the business. In turn, the Government Sales Manager monitors the contract’s progress to appoint additional program administrators as sales growth permits and helps ensure priority is given to any technological projects and initiatives that promote the agreement's success. Through calculated educational and training programs, we grow Sales team participation, adoption, and mind share. In those live seminars we cover success stories to share best practices in overcoming common challenges around cooperative contract understanding and adoption among customers. This peer-to-peer exchange helps us gain credibility among the Sales team and aid them to absorb and apply the knowledge to their public sector customers. We now have trained thousands of Sales Reps on the contract and have seen the Sales team engagement grow to over 60% of our Sales team, with goals to climb to 80% by 2026, if awarded . Contract Administration The program has a primary point of contact assigned as an administrator to manage reporting, fees, and monitor contractual obligations. The administrator coordinates with other departments to ensure all duties are met at implementation and through the life of an agreement. They operate as a knowledgeable resource of the contract's finer details for all staff, ensuring consistency of communication within our company. This person is also responsible for contract updates, supplying punctual and accurate sales reports and fee remittance, negotiating and executing participating addendums, and promptly addressing inquiries surrounding the contract. Account Setup Contract pricing can be activated on a Participating Agency's new or existing account the same day it's requested. Our current process is (1) the customer or their Sales Rep requests that their account be set up on Master Agreement pricing (2) the participation ID is verified and/or obtained through the OMNIA Partners, Public Sector's participation list or OMNIA Connect (3) the contract's price book is applied to the account (4) their invoice and packing slip settings are updated so that the contract number prints on these documents and (5) e-mail confirmation is sent to the requestor for their own records. Using this method, thousands of existing Kimball Midwest customers have been introduced to and utilized the program since its inception in 2015. 8 4 Supplier's Customer List State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. Vendor: Kimball Midwest 24-08 Addendum 4Page 21 of 37 pages 8 5 System Capabilities and Limitations Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. Kimball Midwest has sales representatives across the United States, covering all of the continental U.S. states. Each of the sales representatives personally serves his/her accounts, all while utilizing multiple order entry tools. Chief among these tools is our custom developed mobile application through which they complete dozens of functions, including creating and submitting orders from the field. On average, 75% of monthly orders received are submitted from this mobile application with each order being processed and fulfilled at one of our five warehouse locations. The sales representatives also have a browser-based web application which allows order entry on behalf of the customer. KimballMidwest.com - Additionally, each of our end user customers may use our e- commerce Storefront site to create and submit orders. Our website allows users to create a unique profile where, once logged-in, they can view their contract pricing, manage their account and add additional users, add items to their cart, and place orders. Users can view the status of online orders, track shipments, and view their order history. They can also search historical purchases and reorder those items as desired. Additional conveniences include: • Access invoices and make payments • View their contracted pricing • Search PO numbers • Track Packages • Create and save personal wish lists • Preview and print SDS and USDA sheets • P-Cards are accepted • Accounts can be designated as “Hold for PO” as a default ordering parameter which will apply to all online orders. Specific items or product categories can be restricted from online ordering. Restrictions are controlled at the account level and prevent the items from appearing to the logged in user. Multiple training options are available for users to learn more about using our website. E-Procurement: In order to help streamline our customers operations, Kimball interacts on an as needed basis with several 3rd party procurement software portals such as Ariba, Oracle and Coupa, receiving POs and sending invoices. Data Security Kimball follows the Center for Internet Security (CIS) Critical Security Controls framework. We utilize a best in class 24 x 7 Security Operations Center, Managed Detection and Response and Managed Vulnerability Management service monitoring all systems for security events. We utilize simulated email phishing and training products as well as security education services. All data access is controlled with least privileged access to prevent unauthorized access. 8 6 Projected Sales Year One Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. 8 7 Projected Sales Year Two Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. 8 8 Projected Sales Year Three Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. 8 9 Any portion of the response that should not be available on the website should be included on Appendix B Terms & Conditions Acceptance Form. Vendor: Kimball Midwest 24-08 Addendum 4Page 22 of 37 pages 9 0 Provide Offeror's expertise in working with public sector and understanding of the unique technical regulatory requirements. Kimball’s Sales team excels in managing large-scale government accounts and contracts. They handle reporting and fee obligations for state contracts and our cooperative contract with OMNIA Partners. Our OMNIA program, launched in 2015, now serves over 5,000 nationwide accounts, achieving consistent 25%+ sales growth annually. Additionally, we maintain a GSA schedule since 2003, leveraging firsthand federal knowledge to guide sales personnel and expand our federal customer base. Our Contract Specialist has required professional development training related to public sector regulatory requirements and meets regularly with our legal team to remain in compliance on all Government contracts. 9 1 General Terms and Conditions Respondent agrees to comply with the General Terms and Conditions provided as an attachment to this online bid event. Any deviations to the General Terms and Conditions may be provided using the procedures set forth in the attribute pertaining to deviations. I certify compliance with this attribute. 9 2 Felony Conviction Notification State of Texas Legislative Senate Bill No. 1 Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into an agreement with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony”. Subsection (b) states “a school district may terminate the agreement with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a), or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract”. Subsection (c) states “this section does not apply to a publicly held corporation”. Use the checkbox associated with this item to identify your status as it relates to this legal requirement. Non-Felon - person/owner IS NOT a convicted felon Not Applicable-firm is a publicly held corporation Felon - person/owner IS a convicted felon 9 3 Name of Felon and Nature of Felony, if applicable If response to previous attribute was "Felon - person/owner IS a convicted felon", vendor shall give the name of the felon and details of conviction. If you did not answer "Felon - person/owner IS a convicted felon" in the previous question, type "N/A" in the respective field. N/A 9 4 Criminal History Records Review of Certain Contract Employees Texas Education Code Chapter §22.0834 requires that criminal history records be obtained regarding covered employees of entities that contract with a school entity in Texas to provide services for that school entity (“Contractors”) and entities that contract with school entity contractors (“Subcontractors”). Covered employees with disqualifying criminal histories are prohibited from serving at a school entity. Contractors/Subcontractors contracting with a school entity shall (1) maintain compliance with the requirements of Texas Education Code Chapter 22 to the school entity; and (2) require that each of their subcontractors complies with the requirements of Texas Education Code Chapter 22. Contractors performing work at a school entity in Texas must comply with these statutes. Covered employees: Employees of a Contractor/Subcontractor who have or will have continuing duties related to the service to be performed at a school entity and have or will have direct contact with students. The school entity will be the final arbiter of what constitutes continuing duties and direct contact with students at their school. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 23 of 37 pages 9 5 Historically Underutilized Business (HUB) Certification Businesses that have been certified by the Texas Building and Procurement Commission (TBPC) or other qualified agency as Historically Underutilized Business (HUB) entities are encouraged to indicate their HUB status when responding to this proposal invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form. Select one of the available options: OPTION A: My business has NOT been certified as HUB. OPTION B: I certify that my business has been certified as a Historically Underutilized Business (HUB), and I have/will upload the certification information into the "Response Attachments" Tab located in this online bidding event. OPTION A OPTION B 9 6 Disclosure of Interested Parties Texas state law requires the Disclosure of Interested Parties be filed with a public entity, including regional service centers and school districts, for any contract which: (1) requires an action or vote by the governing body; or (2) has a value of $1 million or more; or (3) for any services provided that would require an individual to register as a lobbyist under TX Gov’t Code Chapter 305. NOTE: This form is not required if the vendor is a publicly-traded business entity, including a wholly-owned subsidiary of the business entity (a company in which ownership is dispersed among the general public via shares of stock which are traded via at least one stock exchange or over-the-counter market). If you are required by law to submit this form, it must be completed online at the Texas Ethics Commission website. Obtain a numbered certificate and click the link below to access the instructions and to complete this required form. Upon completion, vendors required to submit the form must attach it to the proposal via the "Response Attachments" Tab. Click here to complete the form on the Texas Ethic Commission's 1295 Form webpage. Please note: The District must verify receipt of all required 1295 forms received within 30 days on the Texas Ethics Commission website. This verification does not indicate a contract award. Contract awards will be issued via direct communication from the AISD Purchasing Department. A contract requiring a Disclosure of Interested Parties form is voidable at any time if: (1) the governmental entity or state agency submits to the business entity written notice of the business entity's failure to provide the required disclosure; and (2) the business entity fails to submit to the governmental entity or state agency the required disclosure on or before the 10th business day after the date the business entity receives the written notice. IF UNDER LAW YOU ARE EXEMPT FROM SUBMITTING THIS 1295 FORM, PROPOSERS MUST SUBMIT A DOCUMENT THAT SHOWS PROOF OF THIS EXEMPTION. ENTITY TYPES THAT ARE EXEMPT AND SHOULD ATTACH THIS PROOF ARE LISTED IN STATUE AS: • a sponsored research contract of an institution of higher education; • an interagency contract of a state agency or an institution of higher education; • a contract related to health and human services if: • the value of the contract cannot be determined at the time the contract is executed; and • any qualified vendor is eligible for the contract; • a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity; • a contract with an electric utility, as that term is defined by Section 31.002, Utilities Code; or • a contract with a gas utility, as that term is defined by Section 121.001, Utilities Code. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 24 of 37 pages 9 7 Conflict of Interest Questionnaire Region 4 Education Service Center (Region 4) is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers. House Bill 23 significantly changed Chapter 176 as well as the required disclosures and the corresponding forms. As of September 1, 2015, any vendor who does business with Region 4 or who seeks to do business with Region 4 must fill out the new Conflict of Interest Questionnaire (CIQ) if a conflict of interest exists. A conflict of interest exists in the following situations: 1) If the vendor has an employment or other business relationship with a local government officer of Region 4 or a family member of the officer, as described by section 176.003(a)(2)(A) of the Texas Local Government Code; or 2) If the vendor has given a local government officer of Region 4, or a family member of the officer, one or more gifts with the aggregate value of $100, excluding any gift accepted by the officer or a family member of the officer if the gift is: (a) a political contribution as defined by Title 15 of the Election Code; or (b) a gift of food accepted as a guest; or 3) If the vendor has a family relationship with a local government officer of Region 4. “Vendor” means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a vendor. The term includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a state agency except for Texas Correctional Industries. Texas Local Government Code 176.001(7). “Business relationship” means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Local Government Code 176.001(3). “Family relationship” means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a). “Local government officer” means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator, president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercises discretion in the planning, recommending, selecting, or contracting of a vendor. Texas Local Government Code 176.001(4). Individuals serving as a Member of the Board of Directors, the Executive Director, Cabinet Members, and other local government officers may be found at: https://www.esc4.net/about/about-region-4. For additional information on Conflict of Interest Questionnaire, and the statutes that mandate it, please visit the following links: Texas Local Government Code, Section 176 Texas House Bill 23 A blank Conflict of Interest Questionnaire is available by clicking: https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf. If your firm is required to return a completed Conflict of Interest Questionnaire with your proposal submission, use the "Response Attachments" Tab to upload the completed document. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 25 of 37 pages 9 8 Entities that Boycott Israel Pursuant to Chapter 2271 of the Texas Government Code, the Respondent hereby certifies and verifies that neither the Respondent , nor any affiliate, subsidiary, or parent company of the Respondent , if any (the “Respondent Companies”), boycotts Israel, and the Respondent agrees that the Respondent and Respondent Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) Respondent is not a sole proprietorship; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity. I certify compliance with this attribute. 9 9 Foreign Terrorist Organizations Section 2252.152 of the Texas Government Code prohibits Region 4 ESC from awarding a contract to any person who does business with Iran, Sudan, or a foreign terrorist organization as defined in Section 2252.151 of the Texas Government Code. Respondent certifies that it not ineligible to receive the contract. I certify compliance with this attribute. 1 0 0 Firearm Entities and Trade Associations Discrimination Respondent verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC. APPLICABILITY: This clause applies only to a contract that: (1) is between a governmental entity and a company with at least 10 full-time employees; and (2) has a value of at least $100,000 that is paid wholly or partly from public funds of the governmental entity. EXCEPTIONS: This clause is not required when a state Agency: (1) contracts with a sole-source provider; or (2) does not receive any bids from a company that is able to provide the written verification required by Section 2274.002(b) of the Texas Government Code. I certify compliance with this attribute. 1 0 1 Energy Company Boycott Prohibited Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC. EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) a “company” within the definitions of Section 2274.001(2) of the Tex. Gov’t Code; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity. I certify compliance with this attribute. 1 0 2 Critical Infrastructure Affirmation Pursuant to Government Code Section 2274.0102, Respondent certifies that neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries. EXCEPTION: Clause only applies to solicitations and contracts in which the contractor would be granted direct or remote access to or control of critical infrastructure, as defined by Section 2274.0101 of the Texas Government Code, in this state, other than access specifically allowed for product warranty and support purposes. The Governor of the State of Texas may designate countries as a threat to critical infrastructure under Section 2274.0103 of the Texas Government Code. Agencies should promptly add any country that is designated by the Governor to this clause.” I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 26 of 37 pages 1 0 3 Open Records Policy All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy below: OPTION A: We acknowledge Region 4 ESC’s Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act. OPTION B: We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act and these requested exemptions are uploaded into the "Response Attachments" Tab located in this online bidding event. (Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confidential and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.) OPTION A - No proprietary information OPTION B - Proprietary information marked 1 0 4 Consent to Release Proposal Tabulation Notwithstanding anything explicitly and properly declared as Confidential or Proprietary Information to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the District may publicly release, including posting on the public Region 4 ESC and/or OMNIA Partners website(s), a copy of the proposal tabulation for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), unit price(s), hourly labor rate(s), or other specified pricing; and Vendor award notice information. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 27 of 37 pages 1 0 5 Contracting Information If Vendor is not a governmental body and (a) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by REGION 4 ESC; or (b) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services by REGION 4 ESC in a fiscal year of REGION 4 ESC, the following certification shall apply; otherwise, this certification is not required. As required by Tex. Gov’t Code § 552.374(b), the following statement is included in the RFP and the Agreement (unless the Agreement is (1) related to the purchase or underwriting of a public security; (2) is or may be used as collateral on a loan; or (3) proceeds from which are used to pay debt service of a public security of loan): “The requirements of Subchapter J, Chapter 552, Government Code, may apply to this RFP and Agreement and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.” Pursuant to Subchapter J, Chapter 552, Texas Government Code, the Vendor hereby certifies and agrees to (1) preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to REGION 4 ESC for the duration of the Agreement; (2) promptly provide to REGION 4 ESC any contracting information related to the Agreement that is in the custody or possession of the Vendor on request of REGION 4 ESC; and (3) on completion of the Agreement, either (a) provide at no cost to AISD all contracting information related to the Agreement that is in the custody or possession of Vendor, or (b) preserve the contracting information related to the Agreement as provided by the records retention requirements applicable to REGION 4 ESC. I certify compliance with this attribute. 1 0 6 Anti-Trust Certification Statement Vendor affirms under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company have violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company have violated any federal antitrust law; and (4) Neither I nor any representative of the Company have directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. I certify compliance with this attribute. 1 0 7 Federal Rule (A) - Contract Term Violations (A) Contracts for more than the simplified acquisition threshold currently set at $250,000 (2 CFR §200.320), which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when federal funds are expended by Region 4 ESC, Region 4 ESC reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 28 of 37 pages 1 0 8 Federal Rule (B) - Termination Conditions (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when federal funds are expended by REGION 4 ESC, REGION 4 ESC reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Vendor, in the event vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation; (4) to the greatest extent authorized by law, if an award no longer effectuates the program goals or priorities of the Federal awarding agency or REGION 4 ESC. REGION 4 ESC also reserves the right to terminate the contract immediately, with written notice to vendor, for convenience, if REGION 4 ESC believes, in its sole discretion that it is in the best interest of REGION 4 ESC to do so. The vendor will be compensated for work performed and accepted and goods accepted by REGION 4 ESC as of the termination date if the contract is terminated for convenience of REGION 4 ESC. Any award under this procurement process is not exclusive and REGION 4 ESC reserves the right to purchase goods and services from other vendors when it is in the best interest of REGION 4 ESC. I certify compliance with this attribute. 1 0 9 Federal Rule (C) - Equal Employment Opportunity (C) Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60- 1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” It is the policy of REGION 4 ESC not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or disabling conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract. Pursuant to Federal Rule (C) and the requirements stated above, when federal funds are expended by REGION 4 ESC on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 29 of 37 pages 1 1 0 Federal Rule (D) - Davis Bacon Act/Copeland Act (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. Pursuant to Federal Rule (D) above, when federal funds are expended by REGION4 ESC, during the term of an award for all contracts and subgrants for construction or repair, the vendor will be in compliance with all applicable Davis-Bacon Act provisions. I certify compliance with this attribute. 1 1 1 Federal Rule (E) - Contract Work Hours and Safety Standards Act (E) (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Pursuant to Federal Rule (E) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act. I certify compliance with this attribute. 1 1 2 Federal Rule (F) - Rights to Inventions Made Under a Contract or Agreement (F)If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to Federal Rule (F) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 30 of 37 pages 1 1 3 Federal Rule (G) - Clean Air Act/Federal Water Pollution Control Act (G) The Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the vendor certifies that the vendor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process in excess of $100,000, the vendor certifies that the vendor is in compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15. Pursuant to Federal Rule (G) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. I certify compliance with this attribute. 1 1 4 Federal Rule (H) - Debarment and Suspension (H) (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to Federal Rule (H) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas. Vendor shall immediately provide written notice to REGION 4 ESC if at any time the vendor learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. REGION 4 ESC may rely upon a certification of a vendor that the vendor is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless REGION 4 ESC knows the certification is erroneous. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 31 of 37 pages 1 1 5 Federal Rule (I) - Byrd Anti-Lobbying Amendment (I) (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Pursuant to Federal Rule (I) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term and after the awarded term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. I certify compliance with this attribute. 1 1 6 Federal Rule (J) - Procurement of Recovered Materials (J) When federal funds are expended by REGION 4 ESC, REGION 4 ESC and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to Federal Rule (J) above, when federal funds are expended REGION 4 ESC, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the vendor certifies, by signing this document, that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the contract will be at least the amount required by the applicable contract specifications or other contractual requirements. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 32 of 37 pages 1 1 7 Federal Rule (K) - Prohibition on certain Telecom and Surveillance Service and Equipment (K) ALIEF ISD, as a non-federal entity, is prohibited from obligating or expending Federal financial assistance, to include loan or grant funds, to: (1) procure or obtain, (2) extend or renew a contract to procure or obtain, or (3) enter into a contract (or extend or renew a contract) to procure or obtain, equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as a critical technology as part of any system. Covered telecommunications equipment is telecommunications equipment produced Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities) and physical security surveillance of critical infrastructure and other national security purposes, and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes detailed in 2 CFR § 200.216. The Respondent certifies that it will not purchase equipment, services, or systems that use covered telecommunications, as defined herein, as a substantial or essential component of any system, or as critical technology as part of any system. I certify compliance with this attribute. 1 1 8 Federal Rule (L) - Buy American Provisions (L) As appropriate and to the extent consistent with law, REGION 4 ESC has a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States, including but not limited to iron, aluminum, steel, cement, and other manufactured products, when spending federal funds. Vendor agrees that the requirements of this section will be included in all subawards including all contracts and purchase orders for work or products under this award, to the greatest extent practicable under a Federal award. Purchases that are made with non-federal funds or grants are excluded from the Buy American Act. Vendor certifies that it is in compliance with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must still follow the applicable procurement rules calling for free and open competition. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. I certify compliance with this attribute. 1 1 9 Federal Rule - Required Affirmative Steps for Small, Minority, And Women-Owned Firms for Contracts Paid for with Federal Funds When federal funds are expended by REGION 4 ESC, Vendor is required to take all affirmative steps set forth in 2 CFR 200.321 to solicit and reach out to small, minority and women owned firms for any subcontracting opportunities on the project, including: 1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 33 of 37 pages 1 2 0 Federal Rule - Federal Record Retention When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the vendor certifies that it will comply with the record retention requirements detailed in 2 CFR §200.334. The vendor further certifies that vendor will retain all records as required by 2 CFR §200.334 for a period of five (5) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Vendor agrees that REGION 4 ESC, Inspector General, Department of Homeland Security, FEMA, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records of Vendor, and its successors, transferees, assignees, and subcontractors that are directly pertinent to the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents. Vendor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Vendor agrees to provide the FEMA Administrator or his authorized representative access to construction or other work sites pertaining to the work being completed under the Contract. I certify compliance with this attribute. 1 2 1 Federal Rule - Profit Negotiation For purchases using Federal funds in excess of $250,000, REGION 4 ESC may be required to negotiate profit as a separate element of the price. (See 2 CFR 200.324(b)). When required by REGION 4 ESC, Vendor agrees to provide information relating to profitability of the given transaction and itemize the profit margin as a separate element of the price. I certify compliance with this attribute. 1 2 2 Federal Rule - Solid Waste Disposal Act A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Sold Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceed $10,000; procuring sold waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014.) Pursuant to this federal rule, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of all contracts resulting from this procurement process, the vendor agrees to comply with all applicable requirements as referenced in this paragraph. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 34 of 37 pages 1 2 3 Federal Rule - Never Contract with the Enemy – 2 C.F.R. § 200.215 When federal funds are expended by REGION 4 ESC for grant and cooperative agreements, or any contract resulting from this procurement process, that are expected to exceed $50,000 within the period of performance, and are performed outside of the United States, including U.S. territories, to a person or entity that is actively opposing United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities, REGION 4 ESC will terminate any grant or cooperative agreement or contract resulting from this procurement process as a violation of Never Contract with the Enemy detailed in 2 CFR Part 183. The vendor certifies that it is neither an excluded entity under the System for Award Management (SAM) nor Federal Awardee Performance and Integrity Information System (FAPIIS) for any grant or cooperative agreement terminated due to Never Contract with the Enemy as a Termination for Material Failure to Comply. AISD has a responsibility to ensure no Federal award funds are provided directly or indirectly to the enemy, to terminate subawards in violation of Never Contract with the Enemy, and to allow the Federal Government access to records to ensure that no Federal award funds are provided to the enemy. I certify compliance with this attribute. 1 2 4 Applicability to Subcontractors Vendor agrees that all contracts it awards pursuant to this procurement action shall be bound by the terms and conditions of this procurement action. I certify compliance with this attribute. 1 2 5 Compliance with the Energy Policy and Conservation Act When REGION 4 ESC expends federal funds for any contract resulting from this procurement process, Vendor certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 35 of 37 pages 1 2 6 Indemnification Acts or Omissions Vendor shall indemnify and hold harmless Region 4, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. Infringements a) Vendor shall indemnify and hold harmless Region 4 and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing. Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity a) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR’S AND VENDOR’S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION. THE CUSTOMER AND/OR REGION 4 SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. b) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, REGION 4 AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT, VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. I certify compliance with this attribute. 1 2 7 Excess Obligations Prohibited Proposer understands that all obligations of Region 4 ESC under the contract are subject to the availability of state funds. If such funds are not appropriated or become unavailable, the contract may be terminated by Region 4 ESC. I certify compliance with this attribute. 1 2 8 Suspension and Debarment Respondent certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the contract by any state or federal agency. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 36 of 37 pages 1 2 9 Change in Law and Compliance with Laws Proposer shall comply with all laws, regulations, requirements and guidelines applicable to a vendor providing services and products required by the contract to the Region 4 ESC, as these laws, regulations, requirements and guidelines currently exist and as amended throughout the term of the contract. Region 4 ESC reserves the right, in its sole discretion, to unilaterally amend the contract prior to award and throughout the term of the contract to incorporate any modifications necessary for compliance with all applicable state and federal laws, regulations, requirements and guidelines. I certify compliance with this attribute. Vendor: Kimball Midwest 24-08 Addendum 4Page 37 of 37 pages 1 | P a g e REGION 4 Maintenance, Repair and Operations (MRO) Supplies & Related Services Request for Proposal Solicitation 24-08 Version March 19, 2024 Page 2 of 30 Exhibit A Response for National Cooperative Contract 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement Region 4 ESC (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”), is requesting proposals for Maintenance, Repair and Operations (MRO) Supplies, Equipment, and Related Products and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. Version March 19, 2024 Page 3 of 30 These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams Version March 19, 2024 Page 4 of 30 The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an Administrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier’s option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners’ technology platform. 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $350M annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency’s purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, Version March 19, 2024 Page 5 of 30 diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. Version March 19, 2024 Page 6 of 30 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is one of Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. Executive Corporate Sponsor: Tyler Wooddell, Sr. Director of Strategic Sales National Account Manager: Katelyn Bray, Government Sales Manager 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as one of its go-to market strategies in this defined sector and that its sales force will be trained, engaged, and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. Version March 19, 2024 Page 7 of 30 3.1 Company A. Brief history and description of Supplier to include experience providing similar products and services. Established in 1923, the Kimball Company was acquired by Midwest Motor Supply some 60 years later to form Kimball Midwest (Kimball). Since 1983, company growth has been dynamic, scaling from less than $1MM in sales to over $500MM today. While most of that growth has been organic, Kimball has also made a handful of acquisitions over the last 20 years of like- minded organizations. Today, Kimball is proud to be recognized as one of the largest distributors in the industrial maintenance aftermarket in the United States, currently ranked 30 in Industrial Distribution’s annual publication of “The Big 50” MRO suppliers and 38 in Modern Distribution Management’s Top 40 Industrial Distributors list for 2023. Major industries served includes Agriculture, Automotive, Construction, Manufacturing, Oil and Gas, Mining, Wholesale, and Government -- including Schools and Institutions of Higher Education. The recurring principle resonating throughout our business is an unmistakable focus on quality and it is woven through all we do. From day one, all customers are treated to the Kimball Midwest Experience: an approach to overall quality we have implemented to establish trust and reinforce our commitment to them. As a Kimball Midwest customer, OMNIA Partners’ participants witness this quality commitment in the high level of service they receive, the top- notch products they purchase, and the incomparable overall value they enjoy that effectively lowers their maintenance, repair, and operations (MRO) costs. With over 100 years of experience providing maintenance, repair, and operations products and associated inventory management solutions, Kimball’s approach is rooted in our history and commitment to excellence. It can be summarized as 1) Vendor Managed Inventory (VMI) with high quality items, directly managing onsite inventory levels for thousands of MRO consumables 2) Essential E-Commerce Solutions as needed for product research, small fill in orders, or if account administrative tasks are required, 3) Robust Operations undergirding the logistical requirements of ensuring necessary MRO items are available nationally at the time and place of need, and 4) Consistent delivery of value through clear training and implementation plans. Kimball VMI Service: Unlike the traditional catalog company or branch model, we serve as a Vendor Managed Inventory (VMI) partner. It is important to understand the benefits to OMNIA Partners’ Members brought by Kimball’s (VMI) process. In this model, most of the orders are initiated by Kimball personnel. Kimball’s VMI supply chain program includes an upfront assessment at the individual site level to ascertain the optimal shop configuration for managing inventory of small part consumable MRO SKUs. After local agreement of the shop layout, Kimball provides the labor force to reconfigure the shop accordingly, removing, repurposing, and/or replacing storage equipment as needed. A Kimball Sales Representative then maintains appropriate inventory levels on all SKUs as agreed upon at the local level. This is often thousands of different small dollar (per unit) SKUs that are nonetheless vital to Agency’s operations when performing a maintenance repair. Part of this VMI solution is the initiation of an order through the creation of a quote. Version March 19, 2024 Page 8 of 30 With Kimball personnel initiating most of the orders, the Participating Agency’s maintenance personnel save the time and effort of not only compiling an order, but in searching for items needed to purchase. Quotes are initiated by Kimball representatives using predominately mobile application technology. Once those quotes are approved by Participating Agency’s processes, including a unique PO identifier, then those quotes convert to orders for fulfillment. Kimball’s VMI product delivery method saves time and money for Participating Agencies, eliminates obsolete inventory, and standardizes product, effectively lowering the Total Cost of Ownership for maintenance supplies. Kimball Product Line: Kimball stocks more than 55,000 maintenance, repair, and operations products including fasteners, chemicals, electrical items, shop supplies, hydraulics, and body shop parts. Additionally, Kimball delivers access to more than 500,000 items through its network of dropship supply partners. At Kimball, superior product quality is part of the customer value proposition. To be included in the Kimball Midwest family of products, we look for superior solutions to the challenges faced in demanding operations. We know that if these products can handle the toughest applications, they’ll make every job faster and easier. As such, products are evaluated on their ability to provide performance benefits such as the following: longer service life, faster job completion, reduced labor cost, reduced equipment downtime, increased user safety, and an overall ability to make tough jobs easier. Additionally, Kimball's focus on supplying our customers with Made in the U.S.A. products allows traceability to the source of manufacture, helping eliminate the possibility of substandard, misrepresented, mismarked, or counterfeit products being put into the supply chain. This not only supports a high product quality, but also helps secure the supply chain by utilizing a wide network of domestic suppliers. Kimball E-Commerce: While Kimball’s VMI offering drastically decreases the time burden in finding, stocking, and acquiring MRO consumable items, Kimball’s online ordering system provides sourcing, ordering, and account administration processes for Participating Agencies. An expanded description of these capabilities is described later in our response worksheet. Kimball Operations: Via our national distribution network, including our headquarters in Columbus, Ohio, we ensure efficient and timely product availability, at industry leading fulfillment rates. These centers enable us to offer complete nationwide coverage and expedited shipping, catering to diverse industries and markets. Our dynamic workforce of over 2,300 individuals, including ~1,400 sales representatives and 900 operational associates, forms the backbone of our operations. Our sales representatives are the face of Kimball, understanding the Participating Agency’s individual maintenance needs and tailoring solutions accordingly. Operational associates work tirelessly as part of a metrics-driven Version March 19, 2024 Page 9 of 30 organization, to get nearly 100% of eligible orders shipped the same day, with a 98+% item level fill rate, and next day delivery to 90+% of the continental US at no additional charge for most items. Kimball Training & Implementation: Kimball understands that training and implementation experience are pivotal keys to success for a program such as OMNIA Partners. As evidenced below, Kimball takes a leading approach to the marketplace in terms of representative training, experience level, and additional support layers. All new Kimball sales representatives, regardless of prior experience, undergo regimented multi-phase onboarding lasting on average 12 months. As you will note below, specific OMNIA program training is included as part of our standard implementation framework. Finally, all Kimball sales representatives will receive an OMNIA Standard Operating Procedures document advising them of the unique details of this contract. With that you can be assured they will be well prepared to assist Participating Agencies with any aspect of the program. Knowledgeable Vendor Managed Inventory services, quality products, and metrics- driven company Operations, backstopped by e-commerce solutions and the training and execution experience of 100 years – that is how we will provide quality Facilities’ MRO and Industrial Supplies to Participating Agencies. Longevity and Scale: Kimball’s 100 years in business from 1923 to today is certainly a testament to our ability to provide Participating Agencies with quality MRO consumable items. Our sales growth over the last four decades, from less than $1 million in 1983 to over $500 million in 2023, demonstrates the trust we've cultivated in the industries we serve. This trajectory speaks volumes about our ability to provide MRO products and services at scale. Customers range in size from sole proprietor small businesses to local governmental agencies to members of the Fortune 500 with multiple locations nationwide. Furthermore, our consistent ranking, and upward mobility, in prestigious industry lists such as Industrial Distribution’s, “The Big 50” and MDM’s “Top 40 Industrial Distributors” showcases our credibility and leadership in the industrial maintenance aftermarket. We are confident that with the scale we have achieved, we can provide MRO supply chain partnership services to Participating Agencies’ locations where maintenance is being performed. Associate Engagement and Training: Training is key to delivering consistent and repeatable value to Participating Agencies. To that end, Training magazine recently acknowledged Kimball with its 2023 Training APEX Award. Additionally, 2023 marked Kimball’s 11th year running of being named one of Central Ohio’s Top Workplaces. This is an award that measures associate alignment, engagement, and connection, all elements that in the end contribute to superior results for Participating Agencies. Version March 19, 2024 Page 10 of 30 Further of note, programs such as OMNIA Partners are supported by associates with firsthand knowledge of government systems and procurement so that they can guide our service personnel appropriately. A detailed Standard Operating Procedures (SOP) manual providing essential knowledge when selling to specific contract customers is issued to all sales representatives using the program. This approach has allowed us to successfully service governmental contracts in various states, and to recently renew our Federal GSA contract, marking more than two decades of working with the US Federal Government. Finally, Kimball’s national service team of ~ 1,400 representatives recently earned their seventh straight appearance on Selling Power magazine’s “50 Best Companies to Sell For” in 2023, showcasing their abilities in developing and managing large-scale accounts and contracts. With these talents, Kimball services over 90,000 client locations annually, with close to 10,000 unique government agencies at all levels of government. Ability to Fulfill: As previously mentioned, Kimball stocks more than 55,000 maintenance, repair, and operations products. It is important to note that all of these stock items are located in each of our distribution centers. This allows us to maintain high fill rates and offer single receiving for customers as all products on their orders are often coming from the same delivery warehouse. Our current system of record for inventory utilizes an industry leading 3rd party warehouse management system. This software tracks inventory levels and sales orders in real time and makes this data available for our purchasing team to track demand and keep appropriate levels of inventory at each warehouse. When managing a contract like OMNIA Partners, product usage would be monitored on a regular basis so we can quickly understand buying trends and adjust inventory levels as necessary. For Participating Agencies that select Kimball as their primary vendor, our reps would be able to provide forecasts to Purchasing to further assist with monitoring inventory. We do our future demand forecasting based upon historic sales from each individual warehouse. We calculate a daily weighted average of units sold from each warehouse for every item in our catalog, and then use that number to determine our minimum and maximum stocking quantities for each warehouse individually. We attempt to stock all catalogued items in all our warehouses to allow for the fastest possible delivery to our end users. Kimball believes that investing in inventory gives us a competitive advantage as we can service our customers’ needs quickly. Our primary metrics for the Purchasing department revolve around service level goals rather than inventory turns. Our goals for service levels are to ship all items 99.1% complete same day. If a customer orders 1,000 pieces of an item and we ship 999 pieces, our service level on that line is 0%. Our service level goal for our fastest moving items is 99.7% complete same day (those fast movers account for 80% of our lines shipped). Our Operations group is responsible for inventory control strategies. We validate our inventory accuracy through daily cycle counting practices with 1/12 of warehoused Version March 19, 2024 Page 11 of 30 inventory being verified each month in all distribution center locations. Each unique SKU is counted and balance verified once in the calendar year, culminating in an independent accounting audit of inventory balances. Our goal is to have inventory that is accurate to 2% of the systematic location value for 98% of our cycle counts. In addition to cycle counting, we also have a team of investigators that research inventory imbalances and missing parts to quickly resolve any issues as soon as they arise. Finally, applicable products are marked with a lot code and/or date code allowing traceability back to the manufacturer and back through the manufacturing process. As an example, our Grade 5 and Grade 8 hex head cap screws, nuts, flats, lock washers, and washers are all marked with a lot code that allows them to be traced back to the original "heat" of the steel from which they were produced, as well as secondary forming operations. Our graded fractional and metric fasteners meet or exceed all SAE, ASTM, and ANSI specifications. Kimball will provide lot trace information to Participating Entities upon request. B. Total number and location of salespersons employed by Supplier. Kimball Midwest has over 1,400 Sales Representatives within the continental United States, with an average representative tenure of 7+ years. C. Number and location of support centers (if applicable) and location of corporate office. Kimball Midwest’s national distribution network is comprised of 5 strategically placed facilities across the United States: Columbus, OH; Savannah, GA; Reno, NV; Dallas, TX; and Newtown, CT. Each is fully stocked with 100% of Kimball's product line. Corporate Office and Columbus Distribution Center: 4800 Roberts Rd Columbus, OH 43228 D. Annual sales for the three previous fiscal years. 2021 $ 324,492,595 2022 $ 411,340,961 2023 $ 486,461,852 E. Submit FEIN and Dunn & Bradstreet report. FEIN: 31-4408759 DUNS: 01-790-6231 A report has been uploaded in the bid portal. Version March 19, 2024 Page 12 of 30 F. Describe any green or environmental initiatives or policies. As a distributor, our ability to make an environmental impact focuses on recycling at our distribution centers and being conscientious of the policies under which we do business. The company’s steady growth has afforded the opportunity to expand and remodel our facilities with focus on reducing our company’s resource consumption. Eco- conscientious practices we've adopted through the years include:  Converting to LED lighting inside and out at facilities  Occupancy sensors to keep lights on only when rooms are in use  Reducing water usage through hands-free and low-flow restroom fixtures  Actively recycling corrugated cardboard, office paper, stretch wrap, cans, bottles, plastic barrels, pallets, batteries, electronics, ink toner cartridges  Bottle and can recycling bins within the cafeteria and throughout the buildings  Office-wide paper recycling for non-sensitive documents G. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. Kimball recognizes the importance of supporting historically disadvantaged businesses and is dedicated to growing our existing partnerships with suppliers, while maintaining our focus on reliable sourcing and quality products. In 2023, as part of our Supplier Diversity Program, Kimball sourced products from 191 diverse and small businesses and increased our overall spend by $2.6M year over year. We strive to create an environment in which we can develop sales and purchasing opportunities where we are able to utilize ESB/MBE/WBE capabilities. As a member of the following organizations [NVBDC, ORV/WBE, OMSDC], Kimball continues to invest in creating more opportunities for partnerships with diverse organizations. Lastly, to help customers meet the unique regulatory requirements surrounding DBE purchasing goals, Kimball proudly partners with several diverse companies ranging from MBE, Hubzone, SWAM, to Veteran Owned. We find that our partners benefit from Kimball’s extensive product offering, industry expertise, lead generation/market expansion, and customer relationships. Interested Agencies should reach out to their local sales rep for more information on how to take advantage of our Channel Partner Program. Version March 19, 2024 Page 14 of 30 J. Describe how supplier differentiates itself from its competitors. Vendor Managed Inventory Our business model is the key factor which differentiates Kimball Midwest from its competitors. At Kimball, our Sales Reps do more than fill orders for their customers; they strive to be product experts and service the full spectrum of materials management: from determining need based on usage, to putting away inventory and maintaining order in their serviced area. They understand the importance of value versus price and carry this value-driven mindset throughout our business operations by carrying superior products at competitive prices. We train our sales force so they can work with each customer to find their perfect balance between price and quality. Quality Commitment Kimball Midwest products are designed, first and foremost, to be synonymous with Quality and Value. They are designed to be solutions providing superior value – products that will help lower overall operating costs and increase operating efficiency. When we look for additions to our line of 55,000+ very high-quality products we are very discriminating regarding what we will allow to carry the Kimball Midwest brand. Products that can simply get the job done, eventually, are not what we are all about. Kimball Midwest products need to provide features and benefits well beyond the conventional, everyday products most of us encounter daily. To be included in the Kimball Midwest family of products we look for superior solutions to the challenges faced in demanding operations. We know that if these products can handle the toughest applications, they’ll make every job faster and easier. These products need to provide: 1. Longer service life 2. Superior performance 3. Faster job completion 4. Reduced labor cost 5. Reduced equipment downtime 6. Increased user safety 7. The ability to make tough jobs easier While there may be lower cost products that are designed for similar tasks as our products – and there is always a lower cost option available by giving up performance, service life and safety – our products are designed to provide a superior value. Sales Representatives Further setting us apart is our quality control approach to maintaining an industry-leading service level exceeding 98%. This is achieved through the training, tenure, and product knowledge of our service reps, superior products, delivery reliability, and a structured review process- both in-house and with our customers. Kimball Midwest takes a leading approach to the marketplace in terms of representative training, experience level, and additional support layers. All our sales representatives, regardless of past experience, undergo regimented multi-phase training lasting on average 12 Version March 19, 2024 Page 15 of 30 months. Additionally, these representatives are backed up by a local, regional, and national sales management structure. The average tenure of our service reps is 7 years, a testament to the foundations built and maintained through training and company culture. American-Made Commitment Participants following “Buy America” provisions know they can save time and money when they’re able to find qualifying items they need from one source. Kimball Midwest is committed to its own "Buy American" policy. With 80% of our inventory dollars going to products made in the U.S.A., the long lead times with overseas sources are avoided for many high demand products. This focus allows traceability to the source of manufacture, helping eliminate the possibility of substandard, misrepresented, mismarked, or counterfeit products being put into the supply chain. We believe in the American workforce and are committed to providing superior quality products that are backed up by superior workmanship. K. Describe any present or past litigation, bankruptcy or reorganization involving supplier. Kimball Midwest is involved in various small pieces of commercial litigation as arise in the ordinary course of business. It has never filed bankruptcy or for reorganization, and no present or past litigation impacts Kimball Midwest’s ability to perform under this contract. L. Felony Conviction Notice: Indicate if the supplier a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. b: Kimball Midwest is privately owned and operated by no individuals convicted of a felony. M. Describe any debarment or suspension actions taken against supplier N/A – no occurrences of suspension or disbarment. 3.2 Distribution, Logistics A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. Kimball Midwest stocks more than 55,000 superior- quality MRO parts, hardware, and quality shop supply items. Having one of the industry’s broadest product lines provides our customer with single-source availability. Our proposal includes our entire stock catalog, product safety seminars, and Vendor Managed Inventory (VMI) solutions. Additionally, Kimball delivers access to more than 500,000 items through its network of dropship supply partners that would be made available to Participating Agencies. Our product lines range across fasteners to chemicals, from electrical items to shop supplies, and even body shop parts. They are designed specifically for the maintenance aftermarket to prevent or reduce downtime, improve safety, and decrease our customers' overall costs. Examples of lines we stock and service include: Version March 19, 2024 Page 16 of 30  Cutting Tools & Abrasives  Paints  Plumbing & Pipe Fittings  Hand & Power Tools  Hydraulics  Shop Supplies  Electrical  Storage Equipment  Fasteners  Safety Equipment  Pneumatics  Chemicals B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Via our national distribution network, including our headquarters in Columbus, Ohio, we ensure efficient and timely product availability, at industry leading fulfillment rates. These fully stocked centers enable us to offer complete nationwide coverage and expedited shipping, catering to diverse industries and markets. Our dynamic workforce of over 2,300 individuals, including ~1,400 sales representatives and 900 operational associates, forms the backbone of our operations. Our sales representatives are the face of Kimball, understanding Participating Agencies’ individual maintenance needs and tailoring solutions accordingly. For customers in an area without a field Sales Rep, our Inside Sales staff is happy to provide support until a Rep is assigned to their area. Operational associates work tirelessly as part of a metrics- driven organization, to get nearly 100% of eligible orders shipped the same day, with a 98+% item level fill rate, and next day delivery to 90+% of the continental US at no additional charge for most items. Kimball utilizes industry leading parcel carriers. Our proposal includes no-charge standard ground shipping within the continental United States and there is no minimum order requirement to qualify for the free freight. Orders shipping to Alaska, Hawaii, U.S. Territories and Outlying Areas would be subject to an additional charge. Expedited shipping is available upon request. Freight charges are dependent upon weights, package dimensions, and delivery cut-off times so fees would be quoted at the time of order. Non-Stock product delivery may require additional shipping days. Date estimates can be confirmed during the quoting process. C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. The structure of account set up at Kimball Midwest guarantees price accuracy for contract users, regardless of the ordering system they use. To make a purchase, customers are issued an individual account which they use with any Kimball Midwest ordering method. The contract price book is assigned to their account, ensuring every order has the correct price no matter how it is placed. Additionally, their invoice and packing slip settings change so that the contract number prints on these documents and displays on their quotes – a visual confirmation that their order is on contract. Upon request, we can generate a sales order history report which customers may wish to compare against their own records. Essential fields would include order dates, invoice numbers, Version March 19, 2024 Page 17 of 30 part numbers, quantities ordered and shipped, unit price paid, and extended price. Additional fields can be provided based on customers’ individual needs. D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. Product will be shipped directly to the account from one of Kimball Midwest's distribution centers. For users taking advantage of our Vendor Managed Inventory services, their Sales Rep will oversee putting the product away and keeping stock, which is performed free of charge. Kimball utilizes industry-leading parcel carriers for the majority of shipments. Freight carriers for palletized shipments will vary based on delivery location and handling requirements. Please see Affiliates section I. for a list of our Channel Partners who may be utilized in performance of this contract. E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable. We have 5 distribution centers strategically located nationwide and each is fully supplied with 100% of Kimball's stocked catalog. We do not have retail stores but customers near our distribution centers may place orders through their Sales Rep or our website and request pick up at the front counter. Columbus Distribuon Center 4800 Roberts Rd Columbus, OH 43228 400,000 square feet Dallas Distribuon Center 1501 E Bardin Rd Arlington, TX 75050 80,000 square feet Reno Distribuon Center 255 S. McCarran Blvd Sparks, NV 89431 125,000 square feet Savannah Distribuon Center 730 King George Blvd Savannah, GA 31419 125,000 square feet Newtown Distribuon Center 14 Prospect Dr Newtown, CT 06470 142,000 square feet Version March 19, 2024 Page 18 of 30 3.3 Marketing and Sales A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on its website so Participating Public Agencies may easily conduct their due diligence. Describe any portions of the response that should not be available on the website and why those portions should not be available. Per the declarations attached to our signed form of Appendix C – Acceptance of Region 4 ESC’s Open Records Policy, Kimball Midwest has requested confidentiality regarding: 1. The Top 10 Public Agencies and References a. These contacts have been provided for use by Region 4 ESC in assessing our qualifications in this RFP. Disclosure would expose these individuals to unsolicited contact from people and entities unrelated to this RFP. 2. Dun & Bradstreet Report a. The report included with our response is accurate as of the time of this solicitation; it is preferred that agencies obtain a current report as-needed rather than rely on a dated one. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days Our current OMNIA Partners program is our primary go-to market strategy for Public Agencies. As such we would be eager to share the news of an award with our Sales Representatives. Once authorized by OMNIA Partners, Public Sector, executive sales leadership would announce the exciting news to our sales force within the first 10 days via our Communications department in an Intra Company Correspondence email and our monthly Company Update Video featuring our President. We have been training our national sales force on leveraging the agreement through OMNIA Partners for many years. Educational materials and presentations would be updated to reflect the new agreement. Current and Additional efforts:  Our Government Sales office will update the program's field guide / SOP and Customer facing literature referenced by Kimball Midwest's 1,400+ Sales Representatives.  Contract will continue as a prominent topic at Divisional and Regional sales meetings, as well as featured by corporate directors during national sales meetings; presentations would emphasize compliance, determining account eligibility, identifying opportunities to grow participation, and talking points to share with customers. Version March 19, 2024 Page 19 of 30  After sales on-boarding, all sales representatives are invited to attend 1 of 2 trainings held each month explaining the features and benefits of OMNIA Partners.  Continue to grow the program with customer leads and product features, motivate sales force with contests, recognize outstanding accomplishments by the sales field, and more.  Partner with OMNIA Partners to create a refreshed case study that references our new contract and can be utilized by our sales reps. C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:  OMNIA Partners standard logo;  Copy of original Request for Proposal;  Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;  Summary of Products and pricing;  Marketing Materials  Electronic link to OMNIA Partners’ website including the online registration page;  A dedicated toll-free number and email address for OMNIA Partners Version March 19, 2024 Page 20 of 30 Our Strategic Sales team will continue providing dedicated support for the OMNIA Partners, Public Sector program through 800-233-1294 x2696 and OmniaPartners@kimballmidwest.com First 2 Weeks  Executive leadership will issue an announcement to the sales field via our Intra Company Correspondence and Company Update Video featuring our President.  Marketing and Graphics departments will update the existing line card outlining the program features.  Update the existing OMNIA Partners page on our website to reflect the new contract information, including any revisions to logos and uploading the original Request for Proposal: https://www.kimballmidwest.com/Government-Sales/Omnia Partners First 30 days:  Our Marketing team will issue a Press Release and make an announcement on Kimball Midwest’s social media.  Our current SOP guide detailing contract obligations and execution will be updated and re-issued.  Our existing co-branded line card would be updated within the first 30 days.  We will announce the contract award and distribute the flier amongst our sales force, who use it as a tool to maintain and grow current accounts and open new accounts.  Notify customers using our current contract, # R192004, of the new agreement and update existing participating addendums. Monthly  Sales reports filed and fees paid before the 10th calendar day of each month Ongoing  Contract will be featured in subsequent sales meetings; presentations to emphasize compliance, customer eligibility, and identifying opportunities to grow participation. If awarded, this would be a prominent feature of our annual sales meetings held in March and April.  Nurture the program with customer leads, product promotions, employee contests, recognizing outstanding accomplishments by the sales field, and more  We will work with OMNIA Partners staff throughout this process to ensure customer facing literature, in print and on the web, conforms to branding guidelines.  Kimball commits to attend and participate in select OMNIA Partners supported events, including trade shows, conferences, etc. as denoted in this request for proposal. D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. Version March 19, 2024 Page 21 of 30 Our OMNIA Partners program is our leading program for State and Local governments. If awarded, we would continue to market it accordingly. We would maintain co-branded fliers which highlight the positive points of interest in doing business with Kimball Midwest through OMNIA Partners, Public Sector. It would also maintain prominence in sales presentations and training sessions with our Sales Reps. Our current account transition process is (1) the customer or their Sales Rep requests that their account be set up on Master Agreement pricing (2) the participation ID is obtained and verified through the OMNIA Partners, Public Sector's participation website (3) the contract's price book is applied to the account (4) their invoice and packing slip settings are updated so that the contract number prints on them going forward and (5) e-mail confirmation is sent to the requestor for their own records. We presently hold cooperative contracts with Kentucky Purchasing Cooperative and 1GPA which enables us to do business with customers who do not otherwise use OMNIA Partners. E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. Should our proposal be accepted, we agree to permitting our company logo to be used in co- branded marketing communications and promotions. We also understand that use of OMNIA Partners, Public Sector logo will require permission for reproduction. F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to participate iv. Non-exclusive We are conscientious of the key points and phrases used in all presentations, announcements, and marketing literature for our current OMNIA Partners program, and would continue to do so. Through repetition and consistent phrasing in all our communications, these terms become second nature to our sales force when they introduce customers to the program. An example of this action is on the line card for the program, which our Reps give to customers. The verbiage, first reviewed and approved by OMNIA Partners prior to publishing, informs the reader the contract was "competitively solicited and awarded" and that there are "no fees, minimums, or obligations to participate." In addition to the specific language our Reps are thoroughly trained on, we also coach Reps on the deeper value of our contract and cooperative purchasing contracts holistically. This training is a standardized, consistent message delivered by our Program Manager in a plethora of training and sales development settings. The Kimball Midwest Strategic Sales team works closely with the field Sales Reps to take advantage of any lead that is established by OMNIA Partners whether it be via Member Development or OMNIA Connect. We make contact with the contact provided by OMNIA Version March 19, 2024 Page 22 of 30 Partners typically within 24 hours. We use these leads to either forge, or further develop our relationships with these customers by proving the strength in our partnership with OMNIA in how it delivers value to them. Proactive measures we take, and would continue to perform, include equipping every new sales Rep with an OMNIA Partners quote account and, upon passing certain milestones in their standard training, all Sales Reps are issued an "Intro to OMNIA Partners, Public Sector" packet which includes the SOP, a set of line cards, a list of eligible agencies they are already calling on, and key in-house contacts. Follow up calls are conducted to provide further support and feedback. Reps are also introduced to OMNIA Connect in these trainings, and our path for future growth has OMNIA Connect circled as a focus and an effective lever for increased sales volume and Rep participation. Reps are encouraged to read through and watch all training videos on our internal sales resource site, so they can best understand the foundational value our contract delivers to our customers. G. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners iv. Knowledge of benefits of the use of cooperative contracts Sales training is performed in multiple formats, each emphasizing the key points that make cooperative purchasing appealing, such as the contract being "competitively solicited and publicly awarded by a lead government agency" and "no cost to participate," as well as covering who can use it. The "who" is a very important topic we explore in-depth, providing multiple examples of agency types, and encouraging Reps to consider the accounts they're already supporting which qualify. Most importantly, we train our Sales Reps that our OMNIA agreement is their most valuable resource and go to market strategy for winning government business. Training on our contract is the most salient resource, and translates to being our most key initiative, for garnering Sales Rep understanding and participation in the OMNIA program. We know the more our Sales team understands and feels comfortable with the benefits of our contract, the more we are able to drive and retain public sector sales. Most importantly, our sales team sees the growth that this contract has had over the years and want to be a part of it and allow their local communities to take advantage of the cooperative contract. Training is conducted in-person at sales meetings, group webinars, and one-on-one over the phone. We have also composed and issued supporting literature and video. Specifically:  Standard Operating Procedures (SOPs) which educate employees on agreement obligations, features and talking points, identifying eligible agencies, and in-house support contacts.  Targeted marketing tools Reps give to customers, such as co-branded sales cards or flyers which bullet out key benefits.  The program is featured in presentations at major corporate events, such as national sales meetings and regional conferences. Version March 19, 2024 Page 23 of 30  Sales leaders use OMNIA training programs to strategically plan for public sector growth in their designated territories.  Two in-house video demonstrating conversations introducing the cooperative to eligible customers.  Our Strategic Sales team offers ongoing, on-call support through the phone and e-mail. H. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support ii. Marketing iii. Sales iv. Sales Support v. Financial Reporting vi. Accounts Payable vii. Contracts Executive Support Marketing/Sales Tyler Wooddell Chief Business Development Officer 614-951-2718 tyler.wooddell@kimballmidwest.com Strategic Sales Manager 614-951-2436 katelyn.bray@kimballmidwest.com Sales Sales Support General Sales Manager 614-951-2614 steve.thompson@kimballmidwest.com 614-951-2696 omniapartners@kimballmidwest.com Financial Reporting Accounts Payable Director of Financial Planning & Analysis 614-951-2752 megan.steele@kimballmidwest.com Accounting Operations Manager 614-951-2783 aidan.leonard@kimballmidwest.com Contracts OMNIA Partners Program Manager Government Sales Analyst 614-951-2478 leanna.toebbe@kimballmidwest.com Program Manager, Government Sales 614-951-2406 seamus.moore@kimballmidwest.com Version March 19, 2024 Page 24 of 30 I. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. Kimball Midwest has over 1,400 Sales Reps across the continental United State backed by a team of District, Region, and Division Managers. This sales network is overseen by Steve Thompson, General Sales Manager. Steve Thompson General Sales Manager 614-951-2614 steve.thompson@kimballmidwest.com At Kimball, we take a unique approach to our Public Sector government sales by training our entire sales force on how to sell utilizing cooperative contracts. This allows us to deliver on our value-added services offered in this contract not just to the largest agencies, but to the rural school districts and county garages who may benefit as well. To support the larger government opportunities and help educate reps by working alongside them in the field, we have dedicated Government Account Executives in their respective divisions as well as 40 Key Account Executives (also highly trained and experienced on selling to Government customers). Finally, our experienced Program Managers tie it all together by working directly with these Account Executives on lead generation, targeting opportunities as well as serving as an added layer of support for our customers with any contract related questions they may have. I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. The Kimball Strategic Sales team will look to build off the success we had with the OMNIA team since 2020. We saw great value in working with our Partner Development Director and the Marketing and Sales Enablement team over the last several years to help grow our program. We conducted monthly cadence calls with our Partner Development Director to review our contract progress such as sales, marketing, strategic initiatives, and partner alignment. We looked for areas to attack based on previous successes, as well as areas we could improve our partnership and communication. We also partnered on a cobranded marketing campaign on LinkedIn to raise awareness of the strength of our OMNIA partnership and how that results in a better customer experience. Kimball Midwest also invested strongly into Sales Enablement and furthering our relationship with that team. We attended one of OMNIA’s Supplier Days at the Franklin office to get to know the Member Development team to show our value and differentiate ourselves and our contract offerings from our competitors. Along with the continued development of our training program around the contract, we see developing our partnership with the OMNIA Partners team as one of the key focus areas should we be awarded a contract. Through increased relationship building with the Partner Development, Marketing, and Sales teams, we intend to grow our coordination with the OMNIA team. A few examples are:  Continuing to use monthly cadence calls with our Partner Development Director to hone into contract and partnership initiatives and activities.  Build a stronger relationship with OMNIA’s Marketing team, specifically through our designated marketing rep with OMNIA. Version March 19, 2024 Page 25 of 30  Designate a Marketing point of contact for OMNIA Partners to work directly with on initiatives to increase partnership awareness, as well as quality and quantity of marketing activities. An initial goal would be to create 1-2 custom case studies that would help in our marketing efforts.  Further develop relationships with the Member Development team to drive A-C segment sales.  Work directly with more Regional Managers to tap into the largest agencies nationwide.  Cultivate executive level relationship with OMNIA to further align strategies.  Continue marketing our contract at tradeshows and conferences. In closing, we want to share how the continued focus on driving sales through collaboration and partnership with the OMNIA team has allowed our Sales team to grow 115%+ between 2020 and 2023. J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set- up, timely contract administration, etc. Program Management When executing programs of this nature Kimball Midwest utilizes a streamlined hierarchical approach: leveraging our multi-tiered field sales network of more than 1,400+ sales professionals. This provides customers with a primary contact for any inquiries related to the contract. Further support comes from our Strategic Sales Department. Each of our Strategic Sales Specialists has designated territories they support across the country and are trained on the OMNIA Partners program to field all basic contract questions. Within the Strategic Sales team, there are 40 outside Key Account Executives and four Government Account Executives that are fully trained on the OMNIA Partners program. They work with field sales managers to support and train our Sales Representatives at the account level, particularly on larger opportunities. An OMNIA Partners Program Manager was added in 2020 with the goal of bringing additional awareness to the program and drive new business. We now have 2 Program Managers focused on growing contract sales. This has been a successful addition, growing sales from $7.7 million in 2019 to $19.8 million in 2023. They present the contract at sales meetings, ride along with reps to help them speak to customers on co-op purchasing, host 60+ training webinars annually, organize company-wide contests around the program, closely monitor sales performance, etc. They partner with internal resources to better align initiatives between the program and the business. In turn, the Government Sales Manager monitors the contract’s progress to appoint additional program administrators as sales growth permits. Through the calculated dissemination of contract selling information across all major Kimball Midwest training programs, we can grow Sales team participation, adoption, and mind share. Within those live trainings, we use strategically placed success stories to share best practices and walk through overcoming common challenges around cooperative contract understanding and adoption among customers. This peer-to-peer exchange helps us gain credibility among the Version March 19, 2024 Page 26 of 30 Sales team and aid them to absorb and apply the knowledge to their public sector customers. We now have trained thousands of Sales Reps on the contract and have seen the Sales team engagement grow to over 60% of our Sales team, with goals to climb to 80% by 2026, if awarded. As the Executive Sponsor, Tyler Wooddell is responsible for promoting and upholding successful adoption by a field sales network comprised of Division Managers, Regional Managers, and District Managers, all who are active participants in continuous roll-out. He also guarantees priority is given to any technological projects and initiatives that promote the agreement's success. Contract Administration The program has a primary point of contact assigned as an administrator to manage reporting, fees, and monitor contractual obligations. The administrator coordinates with other departments to ensure all duties are met at implementation and through the life of an agreement. They operate as a knowledgeable resource of the contract's finer details for all staff, ensuring consistency of communication within our company. This person is also responsible for contract updates, supplying punctual and accurate sales reports and fee remittance, negotiating and executing participating addendums, and promptly addressing inquiries surrounding the contract. Account Setup Contract pricing can be activated on a Participating Agency's new or existing account the same day it is requested. Our current process is (1) the customer or their Sales Rep requests that their account be set up on Master Agreement pricing (2) the participation ID is verified and/or obtained through the OMNIA Partners, Public Sector's participation list or OMNIA Connect (3) the contract's price book is applied to the account (4) their invoice and packing slip settings are updated so that the contract number prints on these documents and (5) e-mail confirmation is sent to the requestor for their own records. Using this method, thousands of existing Kimball Midwest customers have been introduced to and utilized the program since its inception in 2015. Version March 19, 2024 Page 28 of 30 L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. Kimball Midwest has sales representatives across the United States, covering all of the continental U.S. states. Each of the sales representatives personally serves his/her accounts, all while utilizing multiple order entry tools. Chief among these tools is our custom developed mobile application through which they complete dozens of functions, including creating and submitting orders from the field. On average, 75% of monthly orders received are submitted from this mobile application, with each order being processed and fulfilled at one of our five warehouse locations. The sales representatives also have a browser-based web application which allows order entry on behalf of the customer. KimballMidwest.com - Additionally, each of our end user customers may use our e-commerce Storefront site to create and submit orders. Our website allows users to create a unique profile where, once logged-in, they can view their contract pricing, manage their account and add additional users, add items to their cart, and place orders. Users can view the status of online orders, track shipments, and view their order history. They can also search historical purchases and reorder those items as desired. Additional conveniences include: • Access invoices and make payments • View their contracted pricing • Search PO numbers • Track Packages • Create and save personal wish lists • Preview and print SDS and USDA sheets • P-Cards are accepted • Accounts can be designated as “Hold for PO” as a default ordering parameter which will apply to all online orders. Specific items or product categories can be restricted from online ordering. Restrictions are controlled at the account level and prevent the items from appearing to the logged in user. Multiple training options are available for users to learn more about using our website. E-Procurement: In order to help streamline our customers operations, Kimball interacts on an as needed basis with several 3rd party procurement software portals such as Ariba, Oracle, and Coupa, receiving POs and sending invoices. Data Security Kimball follows the Center for Internet Security (CIS) Critical Security Controls framework. We utilize a best in class 24 x 7 Security Operations Center, Managed Detection and Response and Managed Vulnerability Management service monitoring all systems for security events. We utilize simulated email phishing and training products as well as security education services. All data access is controlled with least privileged access to prevent unauthorized access. Version March 19, 2024 Page 29 of 30 M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will aspire to achieve each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $22,574,068 in year one $25,960,178 in year two $29,854,205 in year three To the extent Supplier aspires to achieve minimum Contract Sales, the Administrative Fee shall be calculated based on the actual Contract Sales. N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Supplier’s strategies under these options when responding to a solicitation. Option i For any competitive solicitation, providing our best possible offer is always first and foremost on our mind. We anticipate that the Master Agreement would be just that for most state and local government solicitations. As such, the vast majority of bids we respond to would be with Master Agreement pricing. Option ii If using this option, we would create a custom price book for that contract so that any products awarded lower than the Master Agreement would match the price that entity awarded, while all others would match the Master Agreement, and all sales would be accounted for and reportable back to OMNIA Partners, Public Sector. Option iii We have not encountered this situation yet but, should it arise, we would be able to comply. Version March 19, 2024 Page 30 of 30 Option iv For the last option, we have not yet seen a need to submit more than one proposal to a single solicitation but, if the situation arose, the direction provided here is very straightforward and easy to follow. Per Q&A Question 4. Products/Pricing - Upload on Response Attachments Tab, Kimball Midwest invites you to access our full catalog with pricing for bid evaluation by utilizing the below login information. We strongly encourage you to change the password. List Price: Account #: 566TBW Username: KM List Quote Account Only Password: Region4ESC1! Contract price: Account #: 560ZFK Username: Region4ESC Bid Quote Account Password: Region4ESC1! RFP 24-08 Page 1 of 5 Value Add Vendor Managed Inventory (VMI) Unlike the tradional catalog company or branch model, we serve as a Vendor Managed Inventory (VMI) partner at no charge or spend requirement to our customers. It is important to understand the beneﬁts Kimball’s (VMI) process brings to Parcipang Public Agencies. In this model, most of the orders are iniated by Kimball personnel. Kimball’s VMI supply chain program includes an upfront assessment at the individual site level to ascertain the opmal shop conﬁguraon for managing inventory of small part consumable MRO SKUs. Aer agreeing to the proposed shop layout, Kimball provides the labor force to reconﬁgure the shop accordingly, removing, repurposing, and/or replacing storage equipment as needed. A Kimball Service representave then maintains appropriate inventory levels on all SKUs as agreed upon at the local level. This is oen thousands of diﬀerent small dollar (per unit) SKUs that are nonetheless vital to Parcipang Enes’ operaons when performing a maintenance repair. Part of this VMI soluon is the iniaon of an order through the creaon of a quote. With Kimball personnel iniang most of the orders, the Parcipang Agencies’ maintenance personnel save the me and eﬀort of not only compiling an order, but in searching for items needed to purchase. Quotes are iniated by Kimball representaves using predominately mobile applicaon technology. Once those quotes are approved by Parcipang Agencies’ processes, including a unique PO idenﬁer, then those quotes convert to orders for fulﬁllment. A standard part of any Kimball Midwest VMI service is performing an annual inventory analysis and review, along with providing customers usage reports. These reports are mutually valuable as they aﬀord us the opportunity to receive important feedback and learn if there are areas where our services can improve. We can also review spending habits and make standardizaon and cost savings recommendaons where applicable. Reporng content and scheduled frequency can be tailored to the member’s operaonal needs at any me. Kimball’s VMI methodology saves me and money for Parcipang Enes, eliminates obsolete inventory, and standardizes product, eﬀecvely lowering the Total Cost of Ownership for maintenance supplies. Related Services Non-Stock Kimball Midwest has access to over 550,000 “sourced products” from our exisng supplier network. These are items we do not stock in our warehouse, so pricing is obtained from the source upon request based on quanty requested, expected frequency of order and diﬃculty or sourcing/availability. This allows quotes to be market-based which can provide savings against an annually set MSRP. There is no fee for this service and orders are only placed aer a customer acknowledges and approves their quote. RFP 24-08 Page 2 of 5 Custom Kits A service Kimball Midwest oﬀers is assembling custom kits comprised of any products in our catalog. An analysis is done on the customer’s me and eﬀort to assemble the consumable components necessary to a recurring maintenance funcon. In some cases, it is more operaonally eﬃcient for Kimball to ulize its in-house packaging and product resources to pre- assemble the components into a single package soluon. The newly created single package item is then maintained in inventory. When put into use by the customer, the me savings created by ulizing a custom kit lowers the customer’s overall cost. Vending Soluons Analysis Industrial Vending is a popular item in many customers minds. In some cases it has a real beneﬁt to the customer, while in other applicaons it does not perform as intended. Kimball represents the SupplyPro line of machines. This product line has proven to be a top performer in the industry. That said, Kimball would recommend a deeper review on a per locaon / per request basis. At that me, we would engage SupplyPro for their recommendaons. From there we could analyze together the desired beneﬁts of a vending soluon and put those up against any process or operaonal concerns the individual locaons may have. New Product Demos They say a picture is worth a thousand words. In the world of MRO products, a presentaon without a demonstraon is just a conversaon. Our experienced professionals won’t just talk about our superior products, they’ll take the me to show users. OMNIA Partner's parcipants can see the results with their own eyes, ask quesons, and even try the product before buying. Training & Educaon Kimball Midwest oﬀers signiﬁcant value to our customers by providing on-site and/or online training and educaon programs/seminars at no charge. Safety Seminars Kimball Midwest's Sales Reps are equipped to provide superior, on-site training seminars on Hydraulic and Fluid Flow, Cung Tools, Fasteners, Abrasives and other MRO product classes encompassed by the contract. Training curriculum stresses best safety pracces, which in turn works to minimize operang down me. These seminars convey vital informaon in an engaging mul-media format: videos, live demonstraons, and printed materials present vivid visual soluons to your safety concerns. These materials are directed toward anyone concerned with on-the-job safety and quality assurance. All seminars would be oﬀered at no charge to parcipants. Seminar Descripons 1. Abrasive Safety Seminar: With the wide range of abrasive products available, selecng the right product for the proper applicaon has become increasingly important. Coupled with the need for RFP 24-08 Page 3 of 5 maximum producvity and worker safety, the use of today’s abrasive technologies presents unique challenges. Kimball Midwest’s Abrasives Products Safety Seminar will oﬀer an overview of proper abrasive selecon, applicaon, and safety in the workplace. 2. Brass/Hydraulic Safety Seminar: Because it is important to select the right hose and ﬁt ng for the job, Kimball Midwest provides a seminar on hydraulic safety. You will learn the material make-up of hoses, its funcons, the problems with ordinary systems and the results you can expect with replacement using appropriate parts. 3. Chemical Safety Seminar: With all the safety regulaons in eﬀect today, shop supply items such as maintenance chemicals have become a very crical area. Changing technology and product formulaons have made keeping up with the latest in maintenance chemicals a challenging task. Kimball Midwest’s Chemical Clinic is designed to oﬀer an overview of the diﬀerent chemical types available, as well as to provide valuable informaon on the proper usage, disposal, and storage of those chemicals to minimize waste and dangerous environment condions. 4. Cung Tool Safety Seminar: Cung Tools are used in many applicaons every day. Most cung tool failures do not result from poor tool design or manufacturing. Where you ﬁnd cung tools, you will ﬁnd tool failure due to improper applicaons, lost me and products, wasted materials, and unsafe working condions. This seminar covers the many consideraons that must be addressed when choosing the proper cung tool. 5. Electrical Safety Seminar: Studies have shown that 60% of unscheduled equipment maintenance is electrical related. The use of dangerous, substandard parts can lead to equipment failure and serious injuries to you and your staﬀ. Let Kimball Midwest show you ways to minimize your risk through sound safety pracces. 6. Fastener Safety Seminar: Inexpensive, imported fasteners are ﬂooding the naon by the millions. The use of these dangerous parts can result in liability concerns due to equipment failure, serious personal injury, or even worse, fatalies. Now, Kimball Midwest shows you ways to minimize your liability risks through sound safety management pracces. Other Obsolescence Agreements This valuable program saves customers from having to write oﬀ obsolete merchandise as a total loss when updang their inventory. Through this program, Kimball Midwest oﬀers credit for any overstocked, obsolete or non-usable inventory supplied by the previous vendor we are replacing. We also accept for return any unused, obsolete Kimball Midwest merchandise in exchange for credit. The customer is given a list of each item being returned and the credited value and receives a set discount percentage oﬀ their future invoices unl the credit is exhausted. Note: availability is dependent upon compability with an agency's inventory disposal regulaons. RFP 24-08 Page 4 of 5 'True Partners' Work Order Management Soware Kimball Midwest's 'True Partners' is a proprietary work order management system which helps shops monitor the cost of small, consumable items used during repairs. This easy to use, cloud- based system enables customers to easily create work orders and the equipment associated with it. Users can then add items to the order, tracking costs associated with it. Since custom items are easy to create, customers can track all items needed for repair, not just those from Kimball Midwest. This can even include labor rates to capture a fuller view of job/equipment-based repair costs. Professional reports can be run to view costs, or track by item, user, equipment, or shop (and more) over a speciﬁed date range. True Partners requires no soware downloads as it is accessed enrely online and at no cost. A video demo of True Partners can be viewed on our website: hps://www.kimballmidwest.com/Services/Value-Added/True-Partners/ Shipping Policy Prices in our proposal include standard ground shipping within the connental U.S. All orders received before 3pm in the customer’s me zone will ship same day and are guaranteed to arrive within 3 business days or less aer receipt of order. In fact, 90+% of shipments are delivered within 24 hours of leaving our warehouse and 97% are delivered within 48 hours. Online Ordering At Kimball, our user-centric approach is extended to our e-commerce plaorm which is designed to empower customers with complete control over their purchasing process. Kimball Midwest’s online storefront at www.KimballMidwest.com allows customers to browse our full line of products and make purchases. The site has a mul-dimensional navigaon structure and a suggesve search box to make ﬁnding the correct parts easy and intuive. Customers are also able to browse by choosing a speciﬁc category and drilling down through addional subcategories. The subcategory hierarchy for each item is listed on their product pages as clickable links. This helps users to browse related items without searching from square-one and facilitates narrowing down a lengthy list of products to the speciﬁc item they're looking for. Our website site allows users to create a unique proﬁle where, once logged-in, they can view their contract pricing, manage their account and add addional users, add items to their cart, and place orders. Users can view the status of online orders, track shipments, and view their order history. They can also search historical purchases and reorder those items as desired. Addional conveniences include:  Access invoices and make payments  View their contract pricing  Search PO numbers RFP 24-08 Page 5 of 5  Track Packages  Create and save personal wish lists  Preview and print SDS and USDA sheets  P-Cards are accepted  Accounts can be designated as “Hold for PO” as a default ordering parameter which will apply to all online orders. Speciﬁc items or product categories can be restricted from online ordering. Restricons are controlled at the account level and prevent the items from appearing to the logged in user. Mulple training opons are available for users to learn more about using our website. Aside from various literature that highlights features of our site, hands-on training is available with any of our 1,400+ Sales Representaves. Parcipang Agencies can also contact our e-commerce team by phone for direct support. Group webinars can also be arranged. You can view our online store at hps://www.kimballmidwest.com/ Supplies/Balance of Line Quality and Standards: Kimball Midwest invests 80% of its inventory dollars in products made in the U.S.A. Our Made in the USA products adhere to higher manufacturing standards, resulng in well-made, reliable products that stand the test of me. Kimball Midwest's proposal is for its enre stock catalog. We carry in excess of 55,000 superior- quality MRO parts, hardware and shop supply items and can source over 550,000 non-cataloged and/or hard-to-ﬁnd products. Having one of the industry’s broadest product lines provides our customers with single-source availability. Our product lines range from fasteners to chemicals and from electrical items to shop supplies and body shop parts. They are designed speciﬁcally for the maintenance aermarket to prevent or reduce downme, improve safety, and decrease our customers' overall costs. Many of our products are manufactured to our speciﬁcaons and are demonstrably superior to commodity products. Every product in the product line is fully warranted against defect in material or manufacture, a value-added service to our customers. 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1156 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with Crafco, Inc. / PMSI, effective April 25, 2025, to increase the payment limit by $100,000 to a new payment limit of $500,000, and extend the term through April 24, 2026, for crack seal materials and the rental of the Crafco button machine, Countywide. (100% Local Road Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:APPROVE and AUTHORIZE the Purchasing Agent to execute a blanket purchase order amendment with Crafco, Inc. / PMSI, for crack seal material. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent,or designee,to execute,on behalf of the Public Works Director,an amendment to a blanket purchase order with Crafco,Inc./PMSI,effective April 25,2025,to increase the payment limit by $100,000 to a new payment limit of $500,000,and extend the term through April 24, 2026, for crack seal materials and the rental of the Crafco button machine, Countywide. FISCAL IMPACT: 100% Local Road Funds BACKGROUND: The Contra Costa County Public Works Department maintains over 660 miles of roads,79 miles of creeks and channels,and 29 detention basins and dams throughout Contra Costa County.The County purchases crack seal materials (sealant and detack) and the rental of the Crafco button machine for crack seal projects. The Crafco Crack Sealant is a proprietary product that is used to preserve the existing County Road infrastructure by filling cracks in the pavement to prevent water,debris,and other contaminants from infiltrating the cracks,which helps extend the life of the roads.The detack is then sprayed on freshly filled cracks to prevent hot crack seal material from sticking.We rent the Crafco button machine for installing raised markers. On April 25,2025,the Board of Supervisors approved the execution of a blanket purchase order with Crafco, CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1156,Version:1 Inc. for the purchase of crack seal materials and the rental of the Crafco button machine for crack seal projects. This blanket purchase order amendment will increase the payment limit by $100,000 and extend the term through April 24,2026.Approval of this purchase order will allow the Public Works Department to continue to purchase crack seal materials and the rental of the Crafco button machine. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve the blanket PO amendment will prevent the Public Works Department from completing routine and emergency road maintenance in a timely manner. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1157 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with County Asphalt LLC, effective April 26, 2025, to increase the payment limit by $200,000 to a new payment limit of $1,050,000, and extend the term through April 25, 2026, Countywide. (100% Local Road Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:APPROVE and AUTHORIZE the Purchasing Agent to execute a blanket purchase order amendment with County Asphalt LLC, for asphalt concrete. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent,or designee,to execute,on behalf of the Public Works Director,an amendment to a blanket purchase order with County Asphalt LLC,effective April 26,2025,to increase the payment limit by $200,000 to a new payment limit of $1,050,000,and extend the term through April 25, 2026, Countywide. FISCAL IMPACT: 100% Local Road Funds BACKGROUND: The Contra Costa County Public Works Department maintains over 660 miles of roads,79 miles of creeks and channels, and 29 detention basins and dams throughout Contra Costa County. On January 21,2022,the County issued Invitation for Bid (IFB)2201-553 with the intent to award blanket purchase orders to four hot mix asphalt vendors,one located in north,south,east,and west County to ensure close proximity to the various job sites to maintain asphalt temperature and manage transportation costs.When IFB 2201-553 closed on February 11, 2022, only one bidder had responded. On March 2, 2022, the County issued a second IFB, BID 2202-542, and when it closed, no bids were received. Having no bids to evaluate after two solicitations,the Public Works Maintenance Division requested direct quotes from historical vendors who had previously complied with the specification in the bid documents.Only one vendor responded, with exorbitantly high unit costs caused by the volatility in oil markets in 2022. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1157,Version:1 Using the informal bid process,the County requested a quote from County Asphalt LLC,who complied with the requirements for supplying asphalt concrete in the West County (within 20 miles of the intersection of Interstate 80 and El Portal Drive). On April 26,2022,the Board of Supervisors approved the execution of a blanket purchase order with County Asphalt LLC for the purchase of hot mix asphalt materials for routine road maintenance work This blanket purchase order amendment will increase the payment limit by $200,000 and extend the term through April 25,2026.Approval of this purchase order will allow the Public Works Department to continue to purchase hot mix asphalt materials in West County. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve the blanket PO amendment will prevent the Public Works Department from completing routine and emergency road maintenance in a timely manner. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1158 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with Antioch Building Materials Co., effective April 26, 2025, to increase the payment limit by $200,000 to a new payment limit of $700,000, and extend the term through April 25, 2026, Countywide. (100% Local Road Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:APPROVE and AUTHORIZE the Purchasing Agent to execute a blanket purchase order amendment with Antioch Building Materials Co., for asphalt concrete. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent,or designee,to execute,on behalf of the Public Works Director,an amendment to a blanket purchase order with Antioch Building Materials Co.,effective April 26, 2025,to increase the payment limit by $200,000 to a new payment limit of $700,000,and extend the term through April 25,2026, Countywide. FISCAL IMPACT: 100% Local Road Funds BACKGROUND: The Contra Costa County Public Works Department maintains over 660 miles of roads,79 miles of creeks and channels, and 29 detention basins and dams throughout Contra Costa County. On January 21,2022,the County issued Invitation for Bid (IFB)2201-553 with the intent to award blanket purchase orders to four hot mix asphalt vendors,one located in north,south,east,and west County to ensure close proximity to the various job sites to maintain asphalt temperature and manage transportation costs.When IFB 2201-553 closed on February 11, 2022, only one bidder had responded. On March 2, 2022, the County issued a second IFB, BID 2202-542, and when it closed, no bids were received. Having no bids to evaluate after two solicitations,the Public Works Maintenance Division requested direct quotes from historical vendors who had previously complied with the specification in the bid documents.Only one vendor responded, with exorbitantly high unit costs caused by the volatility in oil markets in 2022. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1158,Version:1 Using the informal bid process,the County requested a quote from Antioch Building Materials Co,who complied with the requirements for supplying asphalt concrete in the South County (within 20 miles of the intersection of Interstate 680 and Sycamore Valley Road). On April 26,2022,the Board of Supervisors approved the execution of a blanket purchase order with Antioch Building Materials Co. for the purchase of hot mix asphalt materials for routine road maintenance work. This blanket purchase order amendment will increase the payment limit by $200,000 and extend the term through April 25,2026.Approval of this purchase order will allow the Public Works Department to continue to purchase hot mix asphalt materials in South County. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve the blanket PO amendment will prevent the Public Works Department from completing routine and emergency road maintenance in a timely manner CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1159 Name: Status:Type:Consent Item Passed File created:In control:3/13/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, an amendment to a blanket purchase order with Granite Construction Company, effective April 26, 2025, to increase the payment limit by $150,000 to a new payment limit of $1,150,000, and extend the term through April 25, 2026, Countywide. (100% Local Road Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:APPROVE and AUTHORIZE the Purchasing Agent to execute a blanket purchase order amendment with Granite Construction Company, for asphalt concrete. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Purchasing Agent,or designee,to execute,on behalf of the Public Works Director,an amendment to a blanket purchase order with Granite Construction Company,effective April 26, 2025,to increase the payment limit by $150,000 to a new payment limit of $1,150,000,and extend the term through April 25, 2026, Countywide. FISCAL IMPACT: 100% Local Road Funds BACKGROUND: The Contra Costa County Public Works Department maintains over 660 miles of roads,79 miles of creeks and channels, and 29 detention basins and dams throughout Contra Costa County. On January 21,2022,the County issued Invitation for Bid (IFB)2201-553 with the intent to award blanket purchase orders to four hot mix asphalt vendors,one located in north,south,east,and west County to ensure close proximity to the various job sites to maintain asphalt temperature and manage transportation costs.When IFB 2201-553 closed on February 11,2022,only one bidder had responded.On March 2,2022,the County issued a second IFB, BID 2202-542, and when it closed, no bids were received. Having no bids to evaluate after two solicitations,the Public Works Maintenance Division requested direct quotes from historical vendors who had previously complied with the specification in the bid documents.Only one vendor responded, with exorbitantly high unit costs caused by the volatility in oil markets in 2022. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1159,Version:1 Using the informal bid process,the County requested a quote from Granite Construction Company,who complied with the requirements for supplying asphalt concrete in the East County (within 40 miles of the intersection of Brentwood Blvd and Sunset Road). On April 26,2022,the Board of Supervisors approved the execution of a blanket purchase order with Granite Construction Company for the purchase of hot mix asphalt materials for routine road maintenance work This blanket purchase order amendment will increase the payment limit by $150,000 and extend the term through April 25,2026.Approval of this purchase order will allow the Public Works Department to continue to purchase hot mix asphalt materials in East County. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve the blanket PO amendment will prevent the Public Works Department from completing routine and emergency road maintenance in a timely manner. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1160 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE the Antioch Library Electrical System Upgrades Project located at 501 W. 18th Street, and AUTHORIZE the Public Works Director, or designee, to advertise the Project, Antioch area. (68% Measure X Funds, 21% California State Library Grant – Building Forward, Library Infrastructure Grant, and 11% Library Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:Advertisement and CEQA action for the Antioch Library Electrical System Upgrade Project, 501 W. 18th Street, Antioch. ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: (1)APPROVE the design and bid documents, including the plans and specifications, for the Antioch Library Electrical System Upgrade Project located at 501 W. 18th Street, Antioch. (2)AUTHORIZE the Public Works Director, or designee, to solicit bids to be received on or about May 8, 2025, and issue bid addenda, as needed, for clarification of the bid documents, provided the changes do not significantly increase the construction cost estimate. (3)DIRECT the Clerk of the Board to publish at least 14 calendar days before the bid opening date, the Notice to Contractors in accordance with Public Contract Code Section 22037, inviting bids for this project. (4)DIRECT the Public Works Director, or designee, to send notices by email or fax and by U.S. Mail to the construction trade journals specified in Public Contract Code Section 22036 at least 15 calendar days before the bid opening. (5)DETERMINE the project is a California Environmental Quality Act (CEQA), Class 1 Categorical CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1160,Version:1 Exemption, pursuant to Article 19, Section 15301(a) of the CEQA Guidelines, and FISCAL IMPACT: Estimated construction cost $1,439,500. $978,320 (68%) will be funded through Measure X Funds, $307,454 (21%) will be funded through the California State Library Building Forward Grant (SB 129), and $153,726 (11%) will be funded through Measure X and Library Funds. BACKGROUND: The Contra Costa County Library Department proposes the upgrade of the existing electrical system and interior lighting at the Antioch Library located at 501 W. 18th Street, Antioch. The facility is an 11,225 square foot building constructed in 1967 with what is now an antiquated electrical system. The upgrades include installing a new higher capacity electrical switchboard and additional service outlets on the main library floor to serve library patrons’ needs for powering their personal electronics. Interior lighting upgrades include replacing fluorescent fixtures with more energy-efficient light emitting diode (LED) fixtures to be in line with the County’s Climate Action Plan. The project also includes accessibility upgrades as triggered and required by the 2022 California Building Code. County Public Works Environmental staff have determined that the interior electrical and exterior accessibility upgrades will not have a significant effect on the environment as the upgrades consist of minor alterations of public structures that do not change the existing use. New site work will include accessibility upgrades to parking spaces, sidewalks and pathways. CONSEQUENCE OF NEGATIVE ACTION: Without the Board of Supervisors approval, the project will not be constructed; the electrical system will remain out of date and insufficient for modern power requirements in libraries, the lighting will not be energy efficient and aligned with the County's Climate Action Plan, and the parking lot will not meet accessibility standards. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1161 Name: Status:Type:Consent Item Passed File created:In control:3/18/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:REJECT all bids received on March 4, 2025 for the 2025 On-Call Trucking Services Contract(s) for Aggregate Stockpiling and Transportation, and AUTHORIZE the Public Works Director, or designee, to re-advertise the project, Countywide. (100% Local Road Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Warren Lai, Public Works Director/Chief Engineer Report Title:REJECT bids and RE-ADVERTISE the 2025 On-Call Trucking Services Contract(s) for Aggregate Stockpiling and Transportation, Countywide area ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: (1) REJECT all bids received on March 4, 2025, for the 2025 On-Call Trucking Services Contract(s) for Aggregate Stockpiling and Transportation, and ORDER any bid bonds posted by the bidders to be exonerated and any checks or cash submitted for security shall be returned, and (2) AUTHORIZE the Public Works Director, or designee, to re-advertise the 2025 On-Call Trucking Services Contract(s) for Aggregate Stockpiling and Transportation (County Project No.: 0672-6U2034) (All Districts) FISCAL IMPACT: The construction contract and associated fees of this work will be funded by 100% Local Road Funds. BACKGROUND: The above contract was previously approved by the Board of Supervisors, plans and specifications were filed with the Board, and bids were invited by the Public Works Director. On March 4, 2025 the Public Works Department received bids from the following contractors: BIDDER, TOTAL AMOUNT USA Trucking Inc., $138.00 Total Unit Price 4Brothers Trucking LLC., $138.00 Total Unit Price Mitchell’s Transport LLC, $139.00 Total Unit Price CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1161,Version:1 C. B. Roadways Inc., $154.94 Total Unit Price C & J Favalora Trucking Inc., $165.00 Total Unit Price The Public Works Director recommends to the Board of Supervisors to exercise its discretion to reject all bids pursuant to the Notice to Bidders; and authorize the Public Works Director to re-advertise the above contract. The general prevailing rates of wages, which shall be the minimum rates paid on this contract, have been filed with the Clerk of the Board, and copies will be made available to any party upon request. CONSEQUENCE OF NEGATIVE ACTION: If re-advertising of the contract is not authorized, the routine maintenance work will not be performed this year and the conditions of the roadway will continue to deteriorate, resulting in costly repairs in the future. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1162 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Director of Risk Management, or designee, to execute a contract amendment with Riskonnect (formerly Ventive Technology, Inc.) to increase the payment limit by $854,640 to a new payment limit of $2,481,098 for a hosted workers’ compensation and liability claims management software system and extend the term through December 31, 2026. (100% Internal Service Funds) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Karen Caoile, Director of Risk Management Report Title:Contract Amendment with Riskonnect (formerly Ventiv Technology, Inc.) ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Director of Risk Management, or designee, to execute a contract amendment with Riskonnect to increase the payment limit by $854,640 to a new payment limit of $2,481,098 for a hosted workers’ compensation and liability claims management software system and extend the term through December 31, 2026. FISCAL IMPACT: Costs are supported 100% through Countywide inter-departmental charges to the Internal Service Funds for workers’ compensation and general liability. BACKGROUND: Riskonnect (formerly Ventive Technology, Inc.) provides the Claims Enterprise claims management system used by Risk Management to process current and historical claims data for administration of claims, premium charges, actuarial analysis, and identification of loss trends. The agreement obligates the County to indemnify Riskonnect for third party claims arising from the County’s use of results obtained through use of the System (provided the System has functioned in accordance with the Documentation) and claims the County's data infringes the rights of a third party. The original Master Agreement was in the amount of $1,176,123 for the term of December 31, 2020, through CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1162,Version:1 December 31, 2023. The contract, in consultation with County Counsel, is continuous and automatically renews for one year every December absent prior notification of an intent to terminate. When a cost increase is appropriate after the initial contract term, the Department seeks Board approval for the updated rates and payment limit, per the executed Master Agreement. Amendment #1 extended the term to December 31, 2024, and increased the payment limit to $1,626,458 for continuing services and the addition of new service modules. Amendment #2 would extend the term for two more years and increase the payment limit to not exceed $2,481,098 with annual fees as shown below. The Department negotiated the two-year term to leverage a 5% annual rate increase, in contrast to the higher 7% annual rate increase applied to the prior one-year extension. Amendment #2 annual fees: ·Year 1 (Jan. 1, 2025 - Dec. 31, 2025): $416,897.09 ·Year 2 (Jan. 1, 2026 - Dec. 31, 2026): $437,741.95 The Department is pursuing a Request for Proposals (RFP) to identify a new vendor and anticipates the process taking up to two (2) years from RFP to full transition and implementation. The proposed contract extension allows services to continue with Riskonnect during that time and avoids gaps in the County’s access to a claims management system. If a new vendor is successfully implemented prior to the Amendment #2 expiration in December 2026, the termination conditions allow the County to exit the contract with 120 days written notice. CONSEQUENCE OF NEGATIVE ACTION: The County will not have the licensing for the workers’ compensation and liability claims management system software. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1163 Name: Status:Type:Consent Item Passed File created:In control:3/24/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:DENY claim filed by Victor E. Orellana. Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Monica Nino, County Administrator Report Title:Claims ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: DENY claim filed by Victor E. Orellana. FISCAL IMPACT: No fiscal impact. BACKGROUND: Victor E. Orellana: Property claim for destroyed property in the amount of $721. CONSEQUENCE OF NEGATIVE ACTION: Not approving the denial could extend the claimants’ time limits to file actions against the County. CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 1 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1164 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract with Restoration First Responder Network LLC, in an amount not to exceed $509,580 for psychological services for trauma support intervention and training, for the period April 1, 2025 through March 31, 2028. (100% General Fund) Attachments: Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Report Title:Restoration First Responder Network LLC ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract with Restoration First Responder Network LLC, in an amount not to exceed $509,580 for psychological services for trauma support intervention and training, for the period April 1, 2025 through March 31, 2028. FISCAL IMPACT: Approval of this request will result in up to $509,580 in contractual service expenditures over a 3-year period and will be funded 100% by the General Fund. BACKGROUND: The Office of the Sheriff is seeking Board approval due to the need for a new vendor to provide mental health and wellness services to the Department. A formal Request for Proposals (RFP) was issued in 2024, and Restoration First Responder Network (RFRN) provided the strongest bid based on their experience, competent approach and comprehensive services tailored to first responders. Restoration First Responder Network (RFRN) will provide the Office of the Sheriff with mental health and wellness services, including critical incident stress debriefings (CISD), peer support, Command Staff Training and individual counseling. RFRN specializes in culturally competent care tailored to first responders and their families, offering up to twelve counseling sessions per incident per year. The contract includes direct consultation, crisis intervention and ongoing support to enhance resilience, mental wellness and operational CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1164,Version:1 readiness within the Department. The Department has maintained a peer support team since 2014, as required by State law. The Board's approval will ensure continued compliance and result in improved mental health services for both sworn and professional staff. The Board's approval will also ensure access to licensed clinicians, crisis intervention, critical incident debriefings and training. CONSEQUENCE OF NEGATIVE ACTION: If the Board does not approve, employees of the Office of the Sheriff will lose access to trained clinicians for support, jeopardizing their mental health. The Office of the Sheriff has offered PEER support with professional clinicians since 2014 and by law, must have one in place. This support is essential to both the professional and personal well-being, reinforcing resilience and ability to perform duties effectively. Denying this contract risks non-compliance and would also jeopardize the well-being of the community served. CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ 1025 ESCOBAR STREET MARTINEZ, CA 94553CONTRA COSTA COUNTY Legislation Details (With Text) File #: Version:125-1165 Name: Status:Type:Consent Item Passed File created:In control:3/20/2025 BOARD OF SUPERVISORS On agenda:Final action:4/1/2025 4/1/2025 Title:ACCEPT the Treasurer’s Investment Policy for Fiscal Year 2025-2026 as revised and adopted on March 18, 2025, by the Treasury Oversight Committee. Attachments:1. CCC Investment Policy FY 25-26_final Action ByDate Action ResultVer.Tally approvedBOARD OF SUPERVISORS4/1/2025 1 Pass To:Board of Supervisors From:Dan Mierzwa, Treasurer-Tax Collector Report Title:TREASURER’S ANNUAL INVESTMENT POLICY FOR THE FISCAL YEAR 2025-2026 ☒Recommendation of the County Administrator ☐ Recommendation of Board Committee RECOMMENDATIONS: ACCEPT the Treasurer’s Investment Policy for the Fiscal Year 2025-2026 as revised and adopted on March 18, 2025, by the Treasury Oversight Committee. FISCAL IMPACT: None. BACKGROUND: Pursuant to Government Code Section 27133, at the March 18, 2025, Treasury Oversight Committee meeting, the Committee approved and recommended the acceptance of the attached revised policy. The policy incorporates greater detail of cash management and investment guidelines of surplus funds delegated for investing and reinvesting by the County Treasurer. Copy of the Treasurer's Investment Policy for Fiscal Year 2025-2026 is submitted to the Board of Supervisors for review and acceptance. CONSEQUENCE OF NEGATIVE ACTION: CONTRA COSTA COUNTY Printed on 7/14/2025Page 1 of 2 powered by Legistar™ File #:25-1165,Version:1 CONTRA COSTA COUNTY Printed on 7/14/2025Page 2 of 2 powered by Legistar™ CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 1 CONTRA COSTA COUNTY TREASURER’S ANNUAL INVESTMENT POLICY FISCAL YEAR 2025-2026 APPROVED BY THE BOARD OF SUPERVISORS IN APRIL 2025 The Contra Costa County Treasurer will annually present to both the Board of Supervisors (Board) and the Treasury Oversight Committee (Committee) a statement of investment policy, which the Board shall review and approve at a public meeting. Any changes in the policy shall also be reviewed and approved by the Board at a public meeting (Gov’t Code §53646(a)(1)). OFFICE OF COUNTY TREASURER-TAX COLLECTOR 625 COURTS STREET, ROOM 100 MARTINEZ, CALIFORNIA 94553 CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 2 CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 3 Table of Contents 1.0 PURPOSE ............................................................................................................................................. 5 2.0 SCOPE .................................................................................................................................................. 5 3.0 PARTICIPANTS ..................................................................................................................................... 5 4.0 IMPLEMENTATION .............................................................................................................................. 5 5.0 OBJECTIVES ......................................................................................................................................... 5 6.0 GENERAL STRATEGY ........................................................................................................................... 6 7.0 STANDARD OF CARE ........................................................................................................................... 7 8.0 SAFEKEEPING AND CUSTODY ............................................................................................................. 8 9.0 AUTHORIZED BROKERS/DEALERS AND FINANCIAL INSTITUTIONS ................................................... 9 10.0 SUITABLE AND AUTHORIZED INVESTMENTS ................................................................................... 10 11.0 RESTRICTIONS AND PROHIBITIONS ................................................................................................. 15 12.0 INVESTMENT PARAMETERS ............................................................................................................. 16 13.0 EXTERNALLY MANAGED INVESTMENT POOLS, MUTUAL FUNDS AND SEPARATE ACCOUNTS ...... 18 14.0 PORTFOLIO MANAGEMENT ACTIVITY ............................................................................................. 18 15.0 REPORTING ....................................................................................................................................... 19 16.0 COMPENSATION ............................................................................................................................... 20 17.0 CALCULATING AND APPORTIONING POOL EARNINGS .................................................................... 20 18.0 DEPOSITS AND WITHDRAWALS IN THE TREASURY ......................................................................... 21 19.0 TEMPORARY BORROWING OF POOL FUNDS ................................................................................... 22 20.0 INVESTMENT OF BOND PROCEEDS .................................................................................................. 22 21.0 BUSINESS CONTINUITY PLAN ........................................................................................................... 22 22.0 POLICY CONSIDERATIONS ................................................................................................................ 23 APPROVED BROKERS ................................................................................................................................... 24 APPROVED ISSUERS .................................................................................................................................... 25 APPROVED PRIMARY DEALERS ................................................................................................................... 26 CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 4 CONFLICT OF INTEREST CODE ..................................................................................................................... 27 GLOSSARY OF TERMS .................................................................................................................................. 29 CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 5 CONTRA COSTA COUNTY TREASURER’S ANNUAL INVESTMENT POLICY 1.0 PURPOSE The purpose of this Investment Policy (Policy) is to establish cash management and investment guidelines of surplus funds entrusted to the care of the Contra Costa County Treasurer’s Office (Treasurer’s Office) in accordance with applicable sections of California Government Code. All portfolio activities will be judged by the standards of the Policy and its ranking of investment objectives. 2.0 SCOPE This Policy applies to all and only funds over which the Treasurer’s Office has been granted fiduciary responsibility and direct control for their management. The funds covered by this Policy are accounted for and incorporated in the Contra Costa County Annual Comprehensive Financial Report (ACFR) and include but not limited to: Government Funds (e.g. general fund, special revenue funds, debt service funds, capital project funds, and permanent fund), Proprietary Funds (e.g. enterprise funds and internal service funds), and various Trust Funds. 3.0 PARTICIPANTS This Policy restricts deposits to those agencies mandated by California Government Code as treasury deposits. However, subject to the consent of the Treasurer’s Office and in accordance with section 53684, exemptions may be granted to non-mandatory depositing agencies, if it is determined that the additional deposit provides a benefit to the investment pool as a whole while not creating unmanageable liquidity risk. 4.0 IMPLEMENTATION In order to provide direction to those responsible for management of surplus funds, the County Treasurer has established this Policy and presented it to the Treasury Oversight Committee and the Board of Supervisors, and has made it available to the legislative body of local agencies that participates in the County Treasurer’s investment program. The Policy explains investable funds; authorized instruments; credit quality required; maximum maturities and concentrations; collateral requirements; qualifications of brokers/dealers and financial institutions doing business with, or on behalf of, the County; limits on gifts and honoraria; the reporting requirements; the Treasury Oversight Committee; the manner of apportioning interest earnings and appropriating investment costs; and the criteria to request withdrawal of funds. 5.0 OBJECTIVES Gov’t Code §53600.5: When investing, reinvesting, purchasing, acquiring, exchanging, selling or managing public funds, the primary objective of a trustee shall be to safeguard the principal of the funds under its control. The secondary objective shall be to meet the liquidity needs of the depositor. The third objective shall be to achieve a return on the funds under its control. 5.1 Safety of principal is the foremost objective of the investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and market risk. 5.1.a Credit Risk CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 6 The Treasurer will minimize credit risk, the risk of loss due to the failure of the security issuer or backer, by: 1. Limiting investments to the safest type of securities 2. Pre-qualifying the financial institutions, brokers/dealers, intermediaries, and advisers with which the Treasurer’s Office will do business. 3. Diversifying the investment portfolio so that potential losses on individual securities will be minimized. 5.1.b Market Risk The Treasurer’s Office will minimize the risk that the market value of securities in the portfolio will fall due to changes in general interest rates, by: 1. Structuring the investment portfolio so that securities mature to meet cash requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity. 2. Investing operating funds primarily in shorter-term securities, money market mutual funds, or similar investment pools. 5.2 Liquidity: The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs to meet anticipated demands. Furthermore, since all possible cash demands cannot be anticipated, the portfolio should consist largely of securities with active secondary or resale markets. A portion of the portfolio also may be placed in money market mutual funds or local government investment pools which offer same- day liquidity for short-term funds. 5.3 Yield: The investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives described above. The core of investments is limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. Securities may be sold prior to maturity when deemed prudent and necessary. Reasons of selling include but are not limited to: 1. A security with declining credit may be sold early to minimize loss of principal. 2. A security swap would improve the quality, yield, or target duration in the portfolio. 3. Liquidity needs of the portfolio require that the security be sold. 4. Portfolio rebalancing would bring the portfolio back into compliance. Investments will be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. 5.4 Public Trust: All investments will be in conformance with state law and county ordinances and policies. The investment of public funds is a task that must maintain the public trust. 6.0 GENERAL STRATEGY 6.1 Buy and Hold: The Treasurer will generally use the passive investment strategy known as BUY AND HOLD whereas securities are purchased with the intent of holding them to maturity. Interest income and the reinvestment of interest income usually are the only sources of return in the portfolio. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 7 The investment program will focus on purchasing securities that will limit or reduce the potential default risk and ensure the reliability of cash flows from interest income. Generally, purchases will be laddered throughout the portfolio in order to meet the liquidity needs and reduce reinvestment risk. 7.0 STANDARD OF CARE The following policies are designed in accordance with Government Code to provide transparency to the investment program while enhancing portfolio controls: 7.1 Prudent Investor Standard The standard of prudence to be used by the designated representative shall be subject to the “prudent investor” standard and shall be applied in the context of managing the overall portfolio. “Governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling or managing public funds, a trustee shall act with care, skill, prudence and diligence under the circumstances then prevailing, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within the limitations of this section and considering individual investments as part to an overall strategy, investments may be acquired as authorized by law.” (Gov’t Code §53600.3.) For the investment of county funds in a county treasury, Government Code Section 27000.3 establishes the board of supervisors as a fiduciary that is subject to the prudent investor standard unless it delegates its investment duties to the county treasurer. For local agency funds invested in the county treasury pool, the county treasurer serves as a fiduciary and is subject to the prudent investor standard. 7.2 Ethics and Conflicts of Interest Investment officials shall refrain from personal business activity that could conflict with proper execution and management of the Policy and investment program, or which could impair their ability to make impartial decisions. Please refer to the Contra Costa County Treasurer-Tax Collector’s Conflict of Interest Code for further explanation of the prohibited activities, and their enforcements and exceptions. 7.3 Limits on Honoraria, Gifts, and Gratuities In accordance with California Government Code Section 27133(d), this Policy establishes limits for the Director of Finance; individuals responsible for management of the portfolios; and members of the Investment Group and Review Group who direct individual investment decisions, select individual investment advisors and brokers/dealers, and conduct day-to-day investment trading activity. The limits also apply to members of the Oversight Committee. Any individual who receives an aggregate total of gifts, honoraria and gratuities in excess of $50 in a calendar year from a broker/dealer, bank or service provider to the Pooled Investment Fund must report the gifts, dates and firms to the designated filing official and complete the appropriate State forms. No individual may receive aggregate gifts, honoraria, and gratuities in a calendar year in excess of the amount specified in Section 18940.2(a) of Title 2, Division 6 of the California Code of Regulations. This limitation is $630 for the period January 1, 2025, to December 31, 2026. Any violation must be reported to the State Fair Political Practices Commission. 7.4 Delegation of Authority CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 8 7.4.a Subject to Section 53607, the board of supervisors may, by ordinance, delegate to the county treasurer the authority to invest or reinvest the funds of the county and the funds of other depositors in the county treasury, pursuant to Chapter 4 (commencing with Section 53600) of Part 1 of Division 2 of Title 5. The county treasurer shall thereafter assume full responsibility for those transactions until the board of supervisors either revokes its delegation of authority, by ordinance, or decides not to renew the annual delegation, as provided in Section 53607 (Gov’t Code §27000.1). For local agency funds invested in the county treasury pool, the county treasurer serves as a fiduciary and is subject to the prudent investor standard. 7.4.b Responsibility for the operation of the investment program is hereby delegated to the County Treasurer, who shall act in accordance with established written procedures and internal controls for the operation of the investment program consistent with this investment policy. Procedures include references to the following: safekeeping, delivery vs. payment, investment accounting, repurchase agreements, wire transfer agreements, and collateral/depository agreements. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the County Treasurer. 7.5 Treasury Oversight Committee In compliance with a Board Order of the Contra Costa County Board of Supervisors, the County Contra Costa County Treasury Oversight Committee was established in November 6 of 1995. The intent of the Committee is to allow local agencies, including school districts, as well as the public, to participate in reviewing the policies that guide the investment of public funds. The mandate for the existence of the Committee was suspended in 2004 by the State of California; however, the Committee serves an important function and the Treasurer’s Office has elected to continue the program. 7.5.a The Committee shall annually review and monitor the County’s Investment Policy. 7.5.b The Committee shall cause an annual audit to determine the County Treasurer’s compliance with the Investment Policy and all investment funds in the county Treasury. 8.0 SAFEKEEPING AND CUSTODY 8.1 Delivery vs. Payment: All trades of marketable securities will be executed (cleared and settled) on a delivery vs. payment (DVP) basis to ensure that securities are deposited in the County Treasurer’s safekeeping institution prior to the release of funds. 8.2 Third-party Safekeeping: Securities will be held by an independent third-party safekeeping institution selected by the County Treasurer. All securities will be evidenced by safekeeping receipts in the County’s name or in a name designated by the County Treasurer. The safekeeping institution shall annually provide a copy of its most recent report on internal controls - Service Organization Control Reports (formerly 70, or SAS 70) prepared in accordance with the Statement on Standards for Attestation Engagements (SSAE) No. 16 (effective June 15, 2011.) 8.2.a A local agency purchasing or obtaining any securities prescribed in this section, in a negotiable, bearer, registered or non-registered format, shall require delivery of the securities to the local agency, including those purchased for the agency by financial advisors, consultants or managers using the agency’s funds, by book entry, physical delivery or by third-party custodial agreement. The transfer of securities to the counterparty bank’s customer book-entry account may be used for book-entry delivery. For purposes of this section, “counterparty” means the other party to the transaction. A CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 9 counterparty bank’s trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the local agency. Where this section specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. Where this section does not specify a limitation on the term of remaining maturity at the time of the investment, no investment shall be made in any security other than a security underlying a repurchase or reverse repurchase agreement authorized by this section. 8.2.b In compliance with this section, the securities of Contra Costa County and its agencies shall be in safekeeping at The Bank of New York Trust Company, N. A., a counterparty bank’s trust department or as defined in the debt indenture and contract. 8.3 Internal Controls: The County Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the Treasurer are protected from loss, theft or misuse. Specifics for the internal controls shall be documented in an investment procedures manual that shall be reviewed and updated periodically by the County Treasurer. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that (1) the cost of control should not exceed the benefits likely to be derived and (2) the valuation of costs and benefits requires estimates and judgements by management. As part of the internal controls, the investment portfolio managed by the County Treasurer shall be audited annually by both internal and external auditors. 9.0 AUTHORIZED BROKERS/DEALERS AND FINANCIAL INSTITUTIONS 9.1 All transactions initiated on behalf of the Pooled Investment Fund and Contra Costa County shall be executed only through one of the following: 1. Government security dealers reporting as primary dealers to the Market Reports Division of the Federal Reserve Bank of New York; 2. Banks and financial institutions that directly issue their own securities which have been placed on the Approved List of Brokers/Dealers and Financial Institutions; 3. Brokers/dealers in the State of California approved by the County Treasurer based on the reputation and expertise of the company and individuals employed. Brokers/dealers and financial institutions which have exceeded the political contribution limits as contained in Rule G-37 of the Municipal Securities Rulemaking Board within a four-year period to the County Treasurer or a member of the governing board of a local agency or any candidate for those offices, are prohibited from the Approval List of Brokers/Dealers and Financial Institutions. 9.2 Qualifications: All financial institutions and brokers/dealers who desire to become qualified for investment transactions must complete Contra Costa County Treasurer’s Office Broker/Dealer Due Diligence Questionnaire which can be obtained at www.cctax.us. An annual review of the approved brokers/dealers will be conducted by the Treasurer’s Office. The Treasurer’s Office may request additional documents from the brokers/dealers during the annual review. A brokers/dealer may be deleted from the Approved Brokers list without cause and without prior notification. 9.3 List of Approved Financial Institutions, Security Brokers and Dealers A list will be maintained of financial institutions authorized to provide investment services. In addition, a list also will be maintained of approved security brokers/dealers selected for creditworthiness and qualifications stated in section 9.2. However, the County Treasury will not be limited to the financial institutions and brokers/dealers on the list. Others will be included as CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 10 long as conditions for authorized financial institutions and brokers/dealers set forth in this Policy are met. Additionally, deletions and additions are based on the maintenance of required credit quality as rated by a nationally recognized statistical-rating organization (NRSRO) or reliable financial sources. 10.0 SUITABLE AND AUTHORIZED INVESTMENTS 10.1 Authorized Investment Types: (Gov’t Code §53600 et seq.) The legislative body of a local agency having moneys in a sinking fund or moneys in its treasury not required for the immediate needs of the local agency may invest any portion of the moneys that it deems wise or expedient in the investments set forth below. A local agency purchasing or obtaining any securities prescribed in this section, in a negotiable, bearer, registered, or nonregistered format, shall require delivery of the securities to the local agency, including those purchased for the agency by financial advisers, consultants, or managers using the agency's funds, by book entry, physical delivery, or by third-party custodial agreement. The transfer of securities to the counterparty bank's customer book entry account may be used for book entry delivery. For purposes of this section, "counterparty" means the other party to the transaction. A counterparty bank's trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the local agency. Where this section specifies a percentage and/or rating limitation for a particular category of investment, that percentage and/or rating are applicable only at the date of purchase. Where this section does not specify a limitation on the term or remaining maturity at the time of the investment, no investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement or securities lending agreement authorized by this section, that at the time of the investment has a term remaining to maturity in excess of five years, unless the legislative body has granted express authority to make that investment either specifically or as a part of an investment program approved by the legislative body no less than three months prior to the investment: 10.1.a Bonds issued by the local agencies, including bonds payable solely out of the revenues from a revenue-producing property, owned, controlled, or operated by the local agency or by a department, board, agency or authority of the local agency. 10.1.b United States Treasury notes, bonds, bills or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 10.1.c Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency or authority of the state. 10.1.d Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. 10.1.e Bonds, notes, warrants or other evidences of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled or operated by the local agency, or by a department, board, agency or authority of the local agency. 10.1.f Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 11 10.1.g Banker’s acceptances otherwise known as bills of exchange or time drafts drawn on and accepted by a commercial bank. Purchases of banker’s acceptances may not exceed 180 days’ maturity or 40 percent of the agency’s money that may be invested pursuant to this section. However, no more than 30 percent of the agency’s money may be invested in banker’s acceptances of any one commercial bank pursuant to this section. This subdivision does not preclude a municipal utility district from investing any money in its treasury in any manner authorized by the Municipal Utility District Act (Division 6, commencing with Section 11501, of the Public Utilities Code). 10.1.h Commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical-rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or paragraph (2): 1. The entity meets the following criteria: A. Is organized and operating in the United States as a general corporation. B. Has total assets in excess of five hundred million dollars ($500,000,000). C. Has debt other than commercial paper, if any, that is rated in a rating category of “A” or its equivalent or higher by a nationally recognized statistical-rating organization (NRSRO). 2. The entity meets the following criteria: A. Is organized within the United States as a special purpose corporation, trust, or limited liability company. B. Has program-wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond. C. Has commercial paper that is rated “A-1” or higher, or the equivalent, by a nationally recognized statistical-rating organization (NRSRO). Eligible commercial paper shall have a maximum maturity of 270 days or less. Local agencies, other than counties or a city and county, that have less than one hundred million dollars ($100,000,000) of investment assets under management, may invest no more than 25 percent of their moneys in eligible commercial paper. Local agencies, other than counties or a city and county, that have one hundred million dollars ($100,000,000) or more of investment assets under management may invest no more than 40 percent of their moneys in eligible commercial paper. A local agency, other than a county or a city and a county, may invest no more than 10 percent of its total investment assets in the commercial paper and the medium-term notes of any single issuer. Counties or a city and county may invest in commercial paper pursuant to the concentration limits in subdivision (a) of Section 53635: i. Not more than 40 percent of the local agency’s money may be invested in eligible commercial paper. ii. Not more than 10 percent of the total assets of the investments held by a local agency may be invested in any one issuer’s commercial paper. 10.1.i Negotiable certificates of deposit issued by a nationally- or state-chartered bank or a savings association or federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a state-licensed branch of a foreign bank. Purchases of negotiable certificates of deposit may not exceed 30 percent of the agency’s money that may be invested pursuant to this section. For purposes of this section, negotiable certificates of deposits do not come within Article 2 (commencing with Section 53630), except that the amount so invested shall be subject to the limitations of Section CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 12 53638. The legislative body of a local agency and the treasurer or other official of the local agency having legal custody of the money are prohibited from investing local agency funds, or funds in the custody of the local agency, in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or any person with investment decision making authority in the administrative office, manager’s office, budget office, auditor-controller’s office, or treasurer’s office of the local agency also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. 10.1.j Repurchase and reverse repurchase agreements 1. Investments in repurchase agreements or reverse repurchase agreements of any securities authorized by this section, provided that the agreements are subject to this subdivision, including the delivery requirements specified in this section, and that a signed Master Repurchase Agreement is on file in the Treasurer’s Office for all financial institutions that enter into a repurchase agreement with Contra Costa County. 2. Investments in repurchase agreements may be made on any investment authorized in this section when the term of the agreement does not exceed one year. The market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. 3. Reverse repurchase agreements or securities lending agreements may be utilized only when all of the following conditions are met: A. The security to be sold using a reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the local agency for a minimum of 30 days prior to sale. B. The total of all reverse repurchase agreements and securities lending agreements on investments owned by the local agency does not exceed 20 percent of the base value of the portfolio. C. The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. D. Funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security to a counterparty using a reverse repurchase agreement or securities lending agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities lending agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. 4. Prior approval of the governing body; only with primary dealers: CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 13 A. Investments in reverse repurchase agreements, securities lending agreements, or similar investments in which the local agency sells securities prior to purchase with a simultaneous agreement to repurchase the security may be made only upon prior approval of the governing body of the local agency and shall be made only with primary dealers of the Federal Reserve Bank of New York or with a nationally or state-chartered bank that has or has had a significant banking relationship with a local agency. B. For purposes of this policy, "significant banking relationship" means any of the following activities of a bank: i. Involvement in the creation, sale, purchase, or retirement of a local agency's bonds, warrants, notes, or other evidence of indebtedness. ii. Financing of a local agency's activities. iii. Acceptance of a local agency's securities or funds as deposits. 5. Definitions and terms of repos, securities and securities lending: A. "Repurchase agreement" means a purchase of securities by the local agency pursuant to an agreement by which the counterparty seller will repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third-party custodial agreement. The transfer of underlying securities to the counterparty bank's customer book-entry account may be used for book-entry delivery. B. "Securities," for purposes of repurchase under this subdivision, means securities of the same issuer, description, issue date, and maturity. C. "Reverse repurchase agreement" means a sale of securities by the local agency pursuant to an agreement by which the local agency will repurchase the securities on or before a specified date and includes other comparable agreements. D. "Securities lending agreement" means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral. E. For purposes of this section, the base value of the local agency's pool portfolio shall be that dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any amounts obtained through selling securities by way of reverse repurchase agreements, securities lending agreements, or other similar borrowing methods. F. For purposes of this section, the spread is the difference between the cost of funds obtained using the reverse repurchase agreement and the earnings obtained on the reinvestment of the funds. 10.1.k Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated in a rating category of "A" or its equivalent or better by an NRSRO. Purchases of medium-term notes shall not include CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 14 other instruments authorized by this section and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. 10.1.l Shares of beneficial interest 1. Shares of beneficial interest issued by diversified management companies that invest in the securities and obligations as authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (o), (q), inclusive, and that comply with the investment restrictions of this article and Article 2 (commencing with Section 53630). However, notwithstanding these restrictions, a counterparty to a reverse repurchase agreement or securities lending agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement or securities lending agreement may be 100 percent of the sales price if the securities are marked to market daily. 2. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (l5 U.S.C. Sec. 80a-1 et seq.). 3. If investment is in shares issued pursuant to paragraph (1), the company shall have met either of the following criteria: A. Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs. B. Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (o), (q), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). 4. If investment is in shares issued pursuant to paragraph (2), the company shall have met the following criteria: A. Attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical rating organizations. B. Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (o), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). 5. The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include any commission that the companies may charge and shall not exceed 20 percent of the agency’s money that may be invested pursuant to this section. However, no more than 10 percent of the agency’s funds may be invested in shares of beneficial interest of any one mutual fund pursuant to paragraph (1). 10.1.m Moneys held by a trustee or fiscal agent and pledged to the payment of security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of a local agency, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other agreements, may be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith or if there are not specific statutory provision, in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 15 10.1.n Notes, bonds, or other obligations that are at all times secured by a valid first-priority security interest in securities of the types listed by Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. 10.1.o Any mortgage pass-through security, collateralized mortgage obligation, mortgage- backed or other pay-through bond, equipment lease-backed certificate, consumer receivable pass-through certificate, or consumer receivable-backed bond. Securities eligible for investment under this subdivision shall be rated in a rating category of “AA” or its equivalent or better by a NRSRO and have a maximum remaining maturity of 5 years or less. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency’s surplus money that may be invested pursuant to this section. 10.1.p Shares of beneficial interest issued by a joint power authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (n), (q), inclusive. Each share shall represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing shares shall have retained an investment adviser that meets all of the following criteria: 1. The adviser is registered or exempt from registration with the Securities and Exchange Commission. 2. The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (n), (q), inclusive. 3. The adviser has assets under management in excess of five hundred million dollars ($500,000,000). 10.1.q United States dollars denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated in a rating category of “AA” or its equivalent better by an NRSRO and shall not exceed 30 percent of the agency’s moneys that may be invested pursuant to this section. 11.0 RESTRICTIONS AND PROHIBITIONS 11.1 Restrictions set by the Treasurer 11.1.a All investments purchased by the Treasurer’s Office shall be of investment grade. The minimum credit rating of purchased investments shall be as defined by Government Code 53600 et. seq. 11.1.b All legal securities issued by a tobacco-related company are prohibited. A tobacco-related company is defined as 1) an entity that makes smoking products from tobacco used in cigarettes, cigars and/or snuff, or for smoking in pipes or 2) a company that has total revenues of 15 percent or more from the sale of such tobacco products. The tobacco- related issuers restricted from any investment are Alliance One, Altria Group, Inc., Auri Inc., British American Tobacco PLC, Imperial Tobacco Group PLC, Kirin International CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 16 Holding Inc., Lorillard, Philip Morris International, Reynolds American, Inc., Schweitzer- Mauduit International Inc., Smokefree Innotec Inc., Star Scientific Inc., Universal Corp., and Vector Group, Ltd. The Treasury staff will update the list of tobacco-related companies when necessary. 11.1.c Debt instruments issued by the following fossil fuel companies are prohibited from being invested directly by the Treasury Pool managed by Treasurer’s Office: Chevron, Exxon Mobil, Total Energies SE, BP PLC, Marathon Petroleum, Shell PLC, Valero Energy Corporation, Phillips 66. The Treasurer’s Office will update the list of fossil fuel companies when necessary. 11.1.d Financial futures or financial option contracts will each be approved on a per trade basis by the County Treasurer. 11.1.e Reverse repurchase agreements will be used strictly for the purpose of supplementing income with a limit of 10 percent of the total portfolio with prior approval of the Treasurer. 11.1.f SBA loans require prior approval from the Treasurer in every transaction. 11.1.g Securities purchased through brokers will be held in safekeeping at The Bank of New York Trust Company, N.A. or as designated by the specific contract(s) for government securities and tri-party repurchase agreements. 11.1.h Swaps and Trades will each be approved on a per-trade basis by Treasurer or Assistant Treasurer. 11.2 Prohibitions by Government Code (§53601.6) 11.2.a A local agency shall not invest any funds pursuant to this Article or pursuant to Article 2 (commencing with Section 53630) in inverse floaters, range notes, or mortgage-derived, interest-only strips. 11.2.b (1) Except as provided in paragraph (2), a local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in any security that could result in zero-interest accrual if held to maturity. However, a local agency may hold prohibited instruments until their maturity dates. The limitation in this subdivision shall not apply to local agency investments in shares of beneficial interest issued by diversified management companies registered under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.) that are authorized for investment pursuant to Government Code Section 53600, et. seq. (2) Notwithstanding the prohibition in paragraph (1), a local agency may invest in securities issued by, or backed by, the United States government that could result in zero- or negative-interest accrual if held to maturity, in the event of, and for the duration of, a period of negative market interest rates. A local agency may hold these instruments until their maturity dates. 11.2.c This section shall remain in effect only until January 1, 2026, and as of that date is repealed. 12.0 INVESTMENT PARAMETERS 12.1 Diversification: Investments shall be diversified to minimize the risk of loss and to maximize the rate of return by: 1. Limiting investment to avoid overconcentration in securities from a specific issuer or business sector (excluding U.S. Treasury securities), CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 17 2. Limiting investment in securities that have higher credit risks, 3. Investing in securities with varying maturities, and 4. Continuously investing a portion of the portfolio in readily available funds such as investment pools, money market funds, or repurchase agreements to ensure that appropriate liquidity is maintained in order to meet ongoing obligations. 12.2 Maximum Maturities: To the extent possible, the County Treasurer shall attempt to match its investments with anticipated cash flow requirements. Unless matched to a specific cash flow, the Treasurer will not directly invest in securities maturing more than five (5) years from the date of purchase (specifically the settlement date) or in accordance with state and local statutes and ordinances. The Treasurer shall adopt weighted average maturity limitations (which often range from 90 days to 3 years), consistent with the investment objectives. Because of inherent difficulties in accurately forecasting cash flow requirements, a portion of the portfolio should be continuously invested in readily available funds such as LAIF, money market funds, or overnight products to ensure that appropriate liquidity is maintained to meet ongoing obligations. 12.3 Exception to Maximum Maturity: In accordance with Government Code, the County Treasurer retains the right to petition the Board of Supervisors for approval to invest in securities with a final maturity in excess of five years. The Board of Supervisors adoption of any resolution allowing maturities beyond five years shall be considered an allowed modification to this policy and any investments made in accordance with the modification shall be allowable under this policy. 12.4 Investment Criteria1: All limitations set forth in this Policy are applicable only at the time of purchase. The County Treasurer has the full discretion to rebalance the portfolio when it is out of compliance owing to various reasons, such as market fluctuation. INVESTMENT TYPE % of MAXIMUM MATURITY MAXIMUM % of ISSUE OTHER RESTRICTIONS Bonds issued by local agencies 100% 5 years 100% U.S. Treasury Obligations 100% 5 years 100% Registered State Warrants, and CA Treasury Notes and bonds 100% 5 years 100% Registered Treasury Notes or Bonds of any of the other 49 state in addition to CA 100% 5 years 100% Bonds and Notes issued by other local agencies in California 100% 5 years 100% Obligations of U.S. Agencies or government sponsored enterprises 100% 5 years 100% Bankers Acceptances) Domestic: ($5B min. assets) Foreign: ($5B min. assets) 40% 40% 180 days 180 days 30% Aggregate 5% 1 The rating requirement for each investment type is referenced in the relevant sections of California Government Code. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 18 INVESTMENT TYPE % of MAXIMUM MATURITY MAXIMUM % of ISSUE OTHER RESTRICTIONS Commercial paper 40% 270 days or less 10% Aggregate may be invested in the commercial paper of Negotiable Certificates of Deposit ($5 billion minimum assets) 30% 5 years 10% Aggregate Repurchase Agreements secured by U.S. Treasury or agency obligation (102% collateral) 100% 1 year See limitations for Treasuries and Agencies above America or other institutions with whom the County treasury has executed tri-party agreements. Collateral will be held by a third party to the transaction that may include the trust department of particular banks. Collateral will be only securities that comply with Reverse Repurchase Agreements and Securities Lending Agreements 20% 92 days limitations for Treasuries and Agencies Corporate bonds, Medium Term Notes & Covered 30% 5 years 10% Aggregate may be invested in the medium-term notes of any single issuer. by diversified mgt. companies 20% N/A Aggregate 20% N/A 15% 5 years percentage specified in Government Code Asset Backed Securities 20% 20% 5 Years 5 Years 5% Aggregate No Range Notes No Interest only strips derived from a pool of Joint Powers Authority (JPA) N/A Local Agency Investment Fund (LAIF) N/A 13.0 EXTERNALLY MANAGED INVESTMENT POOLS, MUTUAL FUNDS AND SEPARATE ACCOUNTS The County Treasurer may invest a portion of the investment pool assets in investment pools, mutual funds, and separate account investment funds managed by the external investment managers. A thorough due diligence shall be conducted on the external investment managers and the pool/funds prior to investing, and on a continual basis. 14.0 PORTFOLIO MANAGEMENT ACTIVITY 14.1 Passive Portfolio Management: (See Section 6.0., General Strategy) 14.2 Purchase of Investment Securities: Investment Securities will be purchased in the most cost effective and efficient manner by using a competitive bidding process. However, the investment securities may or may not carry the highest coupon or yield at the time of purchase after taking into consideration the various limitations of the Investment Policy and risks. ESG investments may be considered so long as such investments achieve equivalent safety, liquidity, and yield compared to other investment opportunities. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 19 14.3 Reviewing and Monitoring of the Portfolio: The portfolio is closely monitored on a regular basis for compliance purposes. Both monthly and quarterly reports will review portfolio investments to ensure they are kept track of in a timely manner. The reports will also monitor the County Treasurer’s investment practices and the results of such practices. 14.4 Portfolio Adjustments: Certain actions may be taken if the portfolio becomes out of compliance. For instance, should a concentration limitation be exceeded due to an incident such as a fluctuation in portfolio size, the affected securities may be held to maturity to avoid losses; however, the County Treasurer may choose to rebalance the portfolio earlier to bring it back into compliance if the portfolio will not suffer any losses for selling the investment prior to maturity. 14.5 Performance Standards: The investment portfolio will be managed in accordance with the parameters specified within this Policy. The portfolio should obtain a market average rate of return during a market/economic environment of stable interest rates. A series of appropriate benchmarks, such as 6-month US Treasury Bill, Fed Funds Rates Index, may be referenced for comparison purposes. However, the benchmarks may change as appropriate based on the duration of the investment pool and/or cash flow requirements. 15.0 REPORTING 15.1 Methodology: The County Treasurer shall prepare an investment report at least quarterly, including a management summary that provides an analysis of the status of the current investment portfolio and transactions made over the last quarter. This management summary will be prepared in a manner which will allow the County Treasurer to ascertain whether investment activities during the reporting period have conformed to the investment policy. The report shall be provided to the Chief Administrative Officer, the County Auditor, the Board of Supervisors, Treasury Oversight Committee and any pool participants [Government Code 27133(e), and 53646(b)]. The report will include the following: 1. The type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and money held by the County Treasurer. 2. A description of any of the local agency's funds, investments, or programs that are under the management of contracted parties, including lending programs. 3. A current market value as of the date of the report of all securities held by the local agency, and under management of any outside party that is not also a local agency or the State of California Local Agency Investment Fund, and the source of this same valuation. 4. A statement that the portfolio is in compliance with the investment policy, or the manner in which the portfolio is not in compliance. 5. A statement denoting the ability of the County Treasurer to meet its pool's expenditure requirements for the next six months, or an explanation as to why sufficient money may not be available. 6. Listing of individual securities by type and maturity date held at the end of the reporting period. A. PLEDGE REPORT: Any securities that are pledged or loaned for any purpose shall be reported in the Quarterly Investment Report. The transaction details will be provided, including purpose, beginning and termination dates and all parties to the contract. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 20 The security descriptions as to type, name, maturity date, coupon rate, CUSIP and other material information will be included. B. REVERSE REPURCHASE AGREEMENTS REPORT: All reverse repurchase agreements entered into, whether active or inactive by the end of each quarter, shall be reported in the Treasurer’s Quarterly Investment Report. 7. Realized and unrealized gains or losses resulting from appreciation or depreciation by listing the cost and market value of securities over one-year duration that are not intended to be held until maturity. 8. Average maturity and duration of portfolio on investments as well as the yield to maturity of the portfolio as compared to applicable benchmarks. 9. Percentage of the total portfolio which each type of investment represents. 10. Whatever additional information or data may be required by the legislative body of the local agency. 15.2 Marking to Market: The market value of the portfolio shall be calculated at least quarterly and a statement of the market value of the portfolio shall be issued at least quarterly. This will ensure that a review of the investment portfolio, in terms of value and price volatility, has been performed on a regular basis. 16.0 COMPENSATION In accordance with Government Code §§27013 and 53684, the County Treasurer will charge all pool participants for administrative and overhead costs. Costs include, but are not limited to, employee salaries and benefits, portfolio management, bank and custodial fees, software maintenance fees and other indirect costs incurred from handling and managing funds. In addition, when applicable, the costs associated with the Treasury Oversight provisions of Government Code §§ 27130-27137 shall be included as administrative costs. Costs will be deducted from interest earnings on the pool prior to apportioning and payment of interest. The County Treasurer shall annually prepare a proposed budget providing a detailed itemization of all estimated costs which comprise the administrative fee charged in accordance with Government Code §27013. The administrative fee will be subject to change. Fees will be deducted from interest earnings. 16.1 Deduction of Costs: At the discretion of the County Treasurer, the County Treasurer may deduct actual administrative costs and may make any adjustments from the interest earnings and apportions the remaining earnings to all participants based on the positive average daily balance (Government Code 53684(b)). 16.2 Directed Investments Costs: At the discretion of the County Treasurer, the County Treasurer may deduct from interest earnings the actual administrative costs of such directed investments (Government Code §27013). 17.0 CALCULATING AND APPORTIONING POOL EARNINGS The Investment Pool Fund is comprised of monies from multiple units of the County, agencies, school districts and special districts. Each entity has unique cash flow demands, which dictate the type of investments the Treasurer’s Office may purchase. To ensure parity among the pool members when apportioning interest earnings, the following procedures have been developed: 1. Interest is apportioned on at least a quarterly basis in accordance with Government Code §53684. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 21 2. Interest is apportioned to pool participants based on the participant’s average daily fund balance and the total average daily balance of deposits in the investment pool. 3. Interest is calculated on a cash basis for all investments in the County Treasurer’s investment pool and reported to the Auditor-Controller for distribution into the funds of the participants. 4. Interest earned on the directed investments is credited to pool participants on a cash basis. Administrative costs are determined annually by the County Treasurer based on actual administrative and overhead costs incurred in the previous year. 5. The negative average daily fund balance will be charged interest at the rate of interest that is being apportioned. 18.0 DEPOSITS AND WITHDRAWALS IN THE TREASURY 18.1 Deposit by Voluntary Participants Following are the terms and conditions for depositing funds for investment purposes by voluntary participants, i.e. entities that are not legally required to deposit their funds in the County Treasury. 18.1.a Resolution by the County Board of Supervisors authorizing the acceptance of outside participants by the County Treasury. 18.1.b Resolution by the legislative or governing body of the local agency (voluntary participant) authorizing the investment of funds pursuant to Government Code 53684. 18.2 Withdrawal Request The Treasurer’s Office has established the Withdrawal of Funds Policy for all Treasury Investment Pool participants who seek to withdraw funds from the County Treasury Investment Pool for various purposes. In accordance with California State Government Code Section 27136, all participants having funds on deposit in the Pool and seeking to withdraw their funds, shall first submit a formal written request to the County Treasurer. The County Treasurer shall evaluate the withdrawal proposals of all Pool participants upon receipt of the written requests. The evaluation process may take up to 30 days. The County Treasurer reserves the right to reject any request for withdrawal if it is in the Treasurer’s opinion after thorough evaluation, that the withdrawal will violate applicable laws and/or governing documents, compromise Treasurer’s fiduciary responsibility, adversely impact the stability of the Pool, or harm the interests of any Pool Participant. Such rejection shall prevent the withdrawal of the funds. Typically, participants make withdrawals for the following two reasons: a) regular operations and b) investing or depositing funds outside the Pool in accordance with California State Government Code Section 27136 (a). The County Treasurer seeks to honor all written withdrawal requests for regular operating purposes that are approved by the County Auditor-Controller’s Office in a timely fashion. However, the County Treasurer recognizes that occasionally the Pool participants may request large amounts in withdrawals to cover unexpected operational needs. To accommodate such withdrawals and allow for adequate time for adjustments to the liquidity position of the Pool, the County Treasurer expects all Pool Participants to submit their written requests within the following timeframes: i) Withdrawals of Up to $1 million – prior to 8:00 a.m. for same day disbursement ii) Withdrawals of between $1 million to $10 million – 1 business day in advance of disbursement iii) Withdrawals of more than $10 million – 3 business day in advance of disbursement Withdrawals of investment deposits from the County Treasury Investment Pool by any Pool participant shall coincide with investment maturities and/or authorized sale of securities by authorized personnel of the Pool Participant. Except for funds in the California State Local Agency CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 22 Investment Fund, a five-business-days notification may be required when authorized sale of securities is involved. In the event that the Treasurer must liquidate investments in order to honor the withdrawal request, the Participant who requests the withdrawal shall be subject to all expenses associated with the liquidation, including, but not limited to loss of principal and interest income, withdrawal penalties, and associated fees. To maintain full fiduciary responsibility for investment and administration of the Pool, the County Treasurer shall NOT permit statutory participants to withdraw funds from and subsequently deposit the funds outside the Pool for the purpose of investments without prior approval of the County Treasurer. As permitted by the Government Code Section 53635, upon request the County Treasurer may enter into an investment agreement with a third-party investment manager on behalf of statutory participants. However, the funds shall remain in the Pool during the entire agreement period under the care of the custodian bank retained by the County Treasurer. Voluntary participants may withdraw funds from and subsequently deposit the funds outside the Pool for investment purposes upon the County Treasurer’s approval. However, such withdrawals shall be made for the entire amount of the participant’s funds deposited in the Pool. Upon completion of such withdrawals, the voluntary participants will no longer be able to participate in the Pool or receive further services from the County Treasurer’s Office. NO partial withdrawals from the Pool for investment purposes are permitted. Please refer to the Withdrawal of Funds Policy, which is maintained as a separate document, for detailed guidelines and procedures. 19.0 TEMPORARY BORROWING OF POOL FUNDS Section 6 of Article XVI of the California Constitution provides in part that "the treasurer of any city, county, or city and county shall have power and the duty to make such temporary transfers from the funds in custody as may be necessary to provide funds for meeting the obligations incurred for maintenance purposes by city, county, city and county, district, or other political subdivision whose funds are in custody and are paid out solely through the treasurer's office." The County Auditor-Controller and the County Treasurer shall make a temporary transfer of funds to the requesting agency, not to exceed 85% of the amount of money which will accrue to the agency during the fiscal year, provided that the amount of such transfer has been determined by the County Auditor-Controller to be transferable under the constitutional and statutory provisions cited in Article XVI and has been certified by the County Treasurer-Tax Collector to be available. Such temporary transfer of funds shall not be made prior to the first day of the fiscal year nor after the last Monday in April of the current fiscal year. 20.0 INVESTMENT OF BOND PROCEEDS The County Treasurer shall invest bond proceeds using the standards of this Investment Policy. The bond proceeds will be invested in securities permitted by the bond documents. If the bond documents are silent, the bond proceeds will be invested in securities permitted by this Policy. 21.0 BUSINESS CONTINUITY PLAN The Contra Costa County Treasurer’s Business Continuity Plan includes critical phone numbers and addresses of key personnel as well as active bankers and brokers/dealers. Laptops, tablets, smart phones, and other equivalent electronic devices shall be issued to key personnel for communicating between staff, bank and brokers/dealers. Copies of the plan shall be distributed to the treasury staff: the Assistant County Treasurer, the Treasurer’s Investment Officer, the Treasurer’s Investment Operations Analyst, the Accountant, and the Accounting Technician. The CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 23 treasury staff shall interact with one another by home phone, cell phone, or e-mail to decide an alternate location from which to conduct daily operations. In the event treasury staff is unable to conduct normal business operations, the custodial bank will automatically sweep all uninvested cash into an interest-bearing account at the end of the business day. Until normal business operations have been restored, the limitations on the size of an individual issuer and the percentage restrictions by investment type would be allowed to exceed those approved in this investment policy. 22.0 POLICY CONSIDERATIONS 22.1 Exemption Any investment currently held that does not meet the guidelines of this policy shall be exempted from the requirements of this policy. At maturity or liquidation, such monies shall be reinvested only as provided by this policy. 22.2 Amendments This policy shall be reviewed on an annual basis. Any changes must be approved by the County Treasurer and any other appropriate authority. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 24 APPROVED BROKERS Alamo Capital Brean Capital, LLC California Arbitrage Management Program Daiwa Capital Markets America Inc. Falcon Square Capital JP Morgan Securities LLC Mischler Financial Group Moreton Capital Markets LLC Public Financial Management, Incorporated RBC Capital Markets, LLC Stifel, Nicolaus & Company, Inc. TD Securities (USA) LLC UBS Financial Services, Inc. US Bancorp Advisors Wells Fargo Securities Note: The County Treasury will not be limited to the above list. Others will be included as long as all conditions for authorized brokers and/or dealers set forth in this policy are met. Additionally, deletions and additions are based on many factors including the quality of services provided by the broker/dealers. The County Treasury reserves the right to delete an Approved Broker without cause and without prior notice. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 25 APPROVED ISSUERS American Honda Finance Apple Inc Australia & New Zealand Banking Group Bank of America Bank of Montreal Bank of Nova Scotia Berkshire Hathaway BNP Paribas Cisco Systems Inc Citigroup Coca-Cola Co. Commonwealth of Bank of Australia Credit Agricole SA Deere & Company Deutsche Bank Financial LLC Prudential Procter & Gamble Co Rabobank Nederland New York Royal Bank of Canada Societe Generale NA Standard Chartered Bank State Street Bank and Trust Co Svenska Handelsbanken AB Toronto-Dominion Bank Toyota Motor Credit Corp UBS Financial U.S. Bancorp Walmart Walt Disney Company Wells Fargo Bank Westpac Banking Corp Westamerica Bank General Electric Co General Electric Capital Corp HSBC Bank USA Intel Corp JP Morgan Chase & Co Johnson & Johnson Koch Industries, Inc. McDonald’s Corporation MicroSoft Corp MUFG Bank National Australia Bank Nestle Capital Corp Nordea Bank AB Oracle Corp Pepsico Inc PNC Bank NA Note: The County Treasury may or may not invest in the Approved Issuers and will not be limited to the above list in making investments. Other issuers may be considered as the County Treasury performs additional due diligence on each investment decision. The list does not reflect the actual portfolio holdings managed by the County Treasury. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 26 APPROVED PRIMARY DEALERS ASL Capital Markets Inc. Bank of Montreal, Chicago Branch Bank of Nova Scotia, New York Agency BNP Paribas Securities Corp. Barclays Capital Inc. BofA Securities, Inc. Cantor Fitzgerald & Co. Citigroup Global Markets, Inc. Daiwa Capital Markets America Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. LLC HSBC Securities (USA) Inc. Jefferies LLC J.P. Morgan Securities Inc. Mizuho Securities USA Inc. Morgan Stanley & Co. LLC NatWest Markets Securities Inc. Nomura Securities International, Inc. RBC Capital Markets, LLC Santander US Capital Markets LLC SMBC Nikko Securities America, Inc. Societe Generale, New York Branch TD Securities (USA) LLC UBS Securities LLC. Wells Fargo Securities, LLC Note: The above list consists of primary dealers that serve as trading counterparties of the Federal Reserve Bank of New York in its implementation of monetary policy. These primary dealers are required to participate in all auctions of U.S. government debt. Treasury Staff will perform additional due diligence on each investment decision, and hence, may or may not use the primary dealers listed above. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 27 CONFLICT OF INTEREST CODE For the TREASURER-TAX COLLECTOR’S OFFICE This Conflict of Interest Code is promulgated under the authority of the Political Reform Act, Government Code §81000, et seq., which requires all state and local government agencies to adopt and promulgate conflict of interest codes. Section 18730 of Title 2, Division 6 of the California Code of Regulations, as adopted by the Fair Political Practices Commission (FPPC) contains the terms of a standard conflict of interest code, which may be incorporated by reference and may be amended by the FPPC after public note and hearings to conform to amendments in the Political Reform Act. Therefore, the terms of Section 18730 of Title 2, Division 6 of the California Code of Regulations and any amendments to it duly adopted by the FPPC are hereby incorporated by reference and, along with the below stated Disclosure Categories, constitute the Conflict of Interest Code of the Treasurer-Tax Collector’s Office of Contra Costa County. Employees in the designated positions below shall file a Statement of Economic Interest (Form 700) with the Executive Secretary, designated as the filing officer, who will make the statements available for public inspection and reproduction. (California Government Code §81008) Upon receipt of the statements for the Treasurer-Tax Collector and positions that manage public investments, the Filing Officer will make and retain copies and forward the originals to the Contra Costa County Clerk-Recorder- Elections Department. (Government Code § 87500) DESIGNATED POSITIONS County Treasurer-Tax Collector* 1 Assistant County Treasurer 1 Treasurer’s Investment Officer* 1 Treasurer’ Investment Operations Analyst 1 Assistant County Tax-Collector 1 Tax Operations Supervisor 1 Executive Secretary – Exempt 2 Treasurer Oversight Committee members 2 Consultants** 1 * Pursuant to Government Code section 87314, the individuals occupying these designated positions are required to file a Form 700-Statement of Economic Interests as a public official who manages public investments within the meaning of Government Code Section 87200. ** The Treasurer-Tax Collector will determine in writing whether a consultant is hired to perform a range of duties that requires the consultant to comply with the disclosure requirements. The written determination is a public record and the Filing Officer will retain the determination for public inspection. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 28 DISCLOSURE CATEGORIES General Rule An investment, interest in real property, or income is reportable if the business entity in which the investment is held, the interest in real property, or the income or source of income may foreseeably be affected materially by any decision made or participated in by the designated employee by virtue of the employee’s position. 1. Designated Employees in Category “1” must report: a. All investments, interests in real property, and income, and any business entity in which the employee is a director, officer, partner, trustee, employee, or hold any position in management. Financial interests are reportable only if located within Contra Costa County or if the business entity is doing business or planning to do business in the County (and such plans are known by the designated employee) or has done business within the County at any time during the two years prior to the filing of the statement. b. Investments in any business entity, and income from any source and status as a director, officer, partner, trustee, employee, or hold of a position of management in any business entity, which has within the last two years contracted or foreseeably may contract with Contra Costa County, or with any special district or other public agency within the County, to provide services, supplies, materials, machinery or equipment to such County, district, or public agency. 2. Designated Employees in Category “2” must report: Investments in any business entity, income from any source and status as a director, officer, partner, trustee, employee or holder of a position of management in any business entity, which has within the last two years contracted, or foreseeably may contract, with Contra Costa County to provide services, supplies, materials, machinery or equipment to the Office the Treasurer-Tax Collector. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 29 GLOSSARY OF TERMS ACCRUED INTEREST The accumulated interest due on a bond as of the last interest payment made by the issuer. AGENCY A debt security issued by a federal or federally sponsored agency. Federal agencies are backed by the full faith and credit of the U.S. Government. Federally sponsored agencies (FSAs) are backed by each particular agency with a market perception that there is an implicit government guarantee. An example of federal agency is the Government National mortgage Association (GNMA). An example of a FSA is the Federal National Mortgage Association (FNMA). AMORTIZATION The systematic reduction of the amount owed on a debt issue through periodic payments of principal. AVERAGE LIFE The average length of time that an issue of serial bonds and/or term bonds with a mandatory sinking fund feature is expected to be outstanding. BANKERS ACCEPTANCES A time bill of exchange drawn on and accepted by a commercial bank to finance the exchange of goods. When a bank “accepts” such a bill, the time draft becomes, in effect, a predated, certified check payable to the bearer at some future specified date. The commercial bank assumes primary liability once the draft is accepted. BASIS POINT A unit of measurement used in the valuation of fixed-income securities equal to 1/100 of one percent of yield. For example, if interest rates increase from 8.25% to 8.50%, the difference is referred to as a 25-basis-point increase. BENCHMARK A comparative base for measuring the performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio’s investment. BID The indicated price at which a buyer is willing to purchase a security or commodity. BLUE SKY LAWS Common term for state securities law, which vary from state to state. Generally refers to provision related to prohibitions against fraud, dealer and broker regulations and securities registration. BOND A bond is essentially a loan made by an investor to a division of the government, a government agency or a corporation. The bond is a promissory note to repay the loan in full at the end of a fixed time period. The date on which the principal must be repaid is called the maturity date or maturity. In addition, the issuer of the bond, that is the agency or corporation receiving the loan proceeds and issuing the promissory note, agrees to make regular payments of interest at a rate initially stated on the bond. Bonds are rated according to many factors, including cost, degree of risk and rate of income. BOOK VALUE Refers to value of a held security as carried in the records of an investor. May differ from current market value of the security. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 30 BROKER/DEALER Any person engaged in the business of effecting transaction in securities in this state for the account of others or for her/his own account. Broker/dealer also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of her/his own issue. CALLABLE BOND A bond issue in which all or part of its outstanding principal amount may be redeemed before maturity by the issuer under specified conditions. CALL PRICE The price at which an issuer may redeem a bond prior to maturity. The price is usually at a slight premium to the bond’s original issue price to compensate the holder for the loss of income and ownership. CALL RISK The risk to the bondholder that a bond may be redeemed prior to maturity. CASH SALE/PURCHASE A transaction which calls for delivery and payment of securities on the same day that the transaction is initiated. CERTIFICATES OF DEPOSIT (CD) Certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified rate of return. They are issued in two forms, negotiable and non-negotiable. CLEAN UP CALL An action of a debt instrument issuer requiring early redemption of the instrument to reduce its own administrative expenses. This normally occurs when the principal outstanding is significantly reduced to a small amount, e.g., less than 10% of the original issue. COLLATERALIZATION Process by which a borrower pledges securities, property, or other deposits for the purpose of securing the repayment of a loan and/or security. COMMERCIAL PAPER Short-term, unsecured promissory notes issued in either registered or bearer form and usually backed by a line of credit with a bank. Maturities do not exceed 270 days and generally average 30-45 days. CONVEXITY A measure of a bond’s price sensitivity to changing interest rates. A high convexity indicates greater sensitivity of a bond’s price to interest rate changes. COUPON RATE The annual rate of interest received by an investor from the issuer of certain types of fixed-income securities. Also known as the “interest rate.” CREDIT QUALITY The measurement of the financial strength of a bond issuer. This measurement helps an investor to understand an issuer’s ability to make timely interest payments and repay the loan principal upon maturity. Generally, the higher the credit quality of a bond issuer, the lower the interest rate paid by the issuer because the risk of default is lower. Credit quality ratings are provided by nationally recognized rating agencies. CREDIT RISK The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. CURRENT YIELD (CURRENT RETURN) A yield calculation determined by dividing the annual interest received on a security by the current market price of that security. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 31 CUSIP NUMBERS CUSIP is an acronym for Committee on Uniform Security Identification Procedures. CUSIP numbers are identification numbers assigned each maturity of a security issue and usually printed on the face of each individual security in the issue. The CUSIP numbers are intended to facilitate identification and clearance of securities. DELIVERY VERSUS PAYMENT (DVP) A type of securities transaction in which the purchaser pays for the securities when they are delivered either to the purchaser or his/her custodian. DERIVATIVE SECURITY Financial instrument created from, or whose value depends upon, one or more underlying assets or indexes of asset values. DISCOUNT The amount by which the par value of a security exceeds the price paid for the security. DIVERSIFICATION A process of investing assets among a range of security types by sector, maturity, and quality rating. DURATION A measure of the timing of the cash flows, such as the interest payments and the principal repayment, to be received from a given fixed-income security. This calculation is based on three variables: term to maturity, coupon rate, and yield to maturity. The duration of a security is a useful indicator of its price volatility for given changes in interest rates. EARNINGS APPORTIONMENT The quarterly interest distribution of the Pool Participants where the actual investment costs incurred by the Treasurer are deducted from the interest earnings of the Pool. ESG INVESTING Also known as “socially responsible investing,” “impact investing,” and “sustainable investing” refers to investing which prioritizes optimal environmental, social, and governance (ESG) factors or outcomes. FAIR VALUE The amount at which an investment could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. FEDERAL FUNDS (FED FUNDS) Funds placed in Federal Reserve banks by depository institutions in excess of current reserve requirements. These depository institutions may lend fed funds to each other overnight or on a longer basis. They may also transfer funds among each other on a same-day basis through the Federal Reserve banking system. Fed funds are considered to be immediately available funds. FEDERAL FUNDS RATE Interest rate charged by one institution lending federal funds to the other. FEDERAL OPEN MARKET COMMITTEE (FOMC) This committee sets Federal Reserve guidelines regarding purchases and sales of government securities in the open market as a means of influencing the volume of bank credit and money. FIDUCIARY An individual who holds something in trust for another and bears liability for its safekeeping. FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) FINRA is an independent, nongovernmental organization that writes and enforces the rules governing registered brokers and broker-dealer firms in the United States. Its stated mission is “to safeguard the investing public against fraud and bad practices.” FINRA regulates the trading of equities, corporate bonds, securities futures, and options. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 32 Unless a firm is regulated by a different self-regulatory organization, it is required to be a FINRA member firm to do business. FLOATING RATE NOTE A debt security whose interest rate is reset periodically (monthly, quarterly, annually) and is based on a market index (e.g., Treasury bills, LIBOR, etc.). FUTURES Commodities and other investments sold to be delivered at a future date. GOVERNMENT SECURITIES An obligation of the U.S. government, backed by the full faith and credit of the government. These securities are regarded as the highest quality of investment securities available in the U.S. securities market. See “Treasury Bills, Notes and Bonds.” INTEREST RATE See “Coupon Rate.” INTERNAL CONTROLS An internal control structure is designed to ensure that the assets of the Treasurer’s Investment Pool are protected from loss, theft, or misuse, and to provide reasonable assurance that this objective is met. The concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be derived and (2) the valuation of costs and benefits requires estimates and judgments by management. Internal controls should address the following points: 1. Control of collusion—Collusion is a situation where two or more employees are working in conjunction to defraud their employer. 2. Separation of transaction authority from accounting and record keeping—By separating the person who authorizes or performs the transaction from the people who record or otherwise account for the transaction, a separation of duties is achieved. 3. Custodial safekeeping—Securities purchased from a bank or dealer including appropriate collateral (as defined by state law) shall be placed with an independent third party for custodial safekeeping. 4. Avoidance of physical delivery securities—Book-entry securities are much easier to transfer and account for since actual delivery of a document never takes place. Delivered securities must be properly safeguarded against loss or destruction. The potential for fraud and loss increases with physically delivered securities. 5. Clear delegation of authority to subordinate staff members—Subordinate staff members must have a clear understanding of their authority and responsibilities to avoid improper actions. Clear delegation of authority also preserves the internal control structure that is contingent on the various staff positions and their respective responsibilities. 6. Written confirmation of transactions for investments and wire transfers—Due to the potential for error and improprieties arising from telephone and electronic transactions, all transactions should be supported by written communications and approved by the appropriate person. Written communications may be via fax if on letterhead and if the safekeeping institution has a list of authorized signatures. 7. Development of a wire transfer agreement with the lead bank and third-party custodian—The designated official should ensure that an agreement will be entered into and will address the following points: controls, security provisions, and responsibilities of each party making and receiving wire transfers. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 33 INVERSE FLOATERS An adjustable interest rate note keyed to various indices such as LIBOR, commercial paper, federal funds, treasuries and derivative structures. The defined interest rate formula is the opposite or inverse of these indices. Interest rates and pay dates may reset daily, weekly, monthly, quarterly, semi-annually or annually. INVERTED YIELD CURVE A chart formation that illustrates long-term securities having lower yields than short-term securities. This configuration usually occurs during periods of high inflation coupled with low levels of confidence in the economy and a restrictive monetary policy. INVESTMENT COMPANY ACT OF 1940 Federal legislation which sets the standards by which investment companies, such as mutual funds, are regulated in the areas of advertising, promotion, performance reporting requirements, and securities valuations. INVESTMENT POLICY A concise and clear statement of the objectives and parameters formulated by the investor or investment manager for a portfolio of investment securities. INVESTMENT-GRADE OBLIGATIONS An investment instrument suitable for purchase by institutional investors under the prudent person rule. Investment-grade is restricted to those obligations rated BBB or higher by a rating agency. LIQUIDITY Usually refers to the ability to convert assets (such as investments) into cash. LOCAL AGENCY INVESTMENT FUND (LAIF) The State of California investment pool in which money of local agencies is pooled as a method for managing and investing local funds. MAKE WHOLE CALL A type of call provision on a bond allowing the borrower to pay off remaining debt early. The borrower has to make a lump sum payment derived from a formula based on the net present value of future coupon payments that will not be paid because of the call. MARK TO MARKET Valuing the inventory of held securities at its current market value. MARKET RISK The risk that the value of a security will rise or decline as a result of changes in market conditions. MARKET VALUE Price at which a security can be traded in the current market. MASTER REPURCHASE AGREEMENT A written contract covering all future transactions between the parties to repurchase-reverse repurchase agreements that establishes each party’s rights in the transaction. A master agreement will often specify, among other things, the right of the buyer-lender to liquidate the underlying securities in the event of default by the seller-borrower. MATURITY The date upon which the principal of a security becomes due and payable to the holder. MEDIUM-TERM NOTES (MTNS) Corporate debt obligations continuously offered in a broad range of maturities. MTNs were created to bridge the gap between commercial paper and corporate bonds. The key characteristic of MTNs is that they are issued on a continuous basis. MONEY MARKET INSTRUMENTS Private and government obligations of one year or less. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 34 MONEY MARKET MUTUAL FUNDS Mutual funds that invest solely in money market instruments (short- term debt instruments, such as Treasury bills, commercial paper, banker’s acceptances, repos and federal funds). MUTUAL FUND An investment company that pools money and can invest in a variety of securities, including fixed-income securities and money market instruments. Mutual funds are regulated by the Investment Company Act of 1940 and must abide by the following Securities and Exchange Commission (SEC) disclosure guidelines: 1. Report standardized performance calculations. 2. Disseminate timely and accurate information regarding the fund’s holdings, performance, management and general investment policy. 3. Have the fund’s investment policies and activities supervised by a board of trustees, which are independent of the adviser, administrator or other vendor of the fund. 4. Maintain the daily liquidity of the fund’s shares. 5. Value their portfolios on a daily basis. 6. Have all individuals who sell SEC-registered products licensed with a self-regulating organization (SRO) such as the National Association of Securities Dealers (NASD). 7. Have an investment policy governed by a prospectus which is updated and filed by the SEC annually. MUTUAL FUND STATISTICAL SERVICES Companies that track and rate mutual funds, e.g., IBC/Donoghue, Lipper Analytical Services and Morningstar. NEGOTIABLE CERTIFICATES OF DEPOSIT May be sold by one holder to another prior to maturity. This is possible because the issuing bank agrees to pay the amount of the deposit plus interest earned to the bearer of the certificate at maturity. NET ASSET VALUE The market value of one share of an investment company, such as a mutual fund. This figure is calculated by totaling a fund’s assets which includes securities, cash, and any accrued earnings, subtracting this from the fund’s liabilities and dividing this total by the number of shares outstanding. This is calculated once a day based on the closing price for each security in the fund’s portfolio. (See below) [(Total assets) – (Liabilities]/(Number of shares outstanding) NO LOAD FUND A mutual fund which does not levy a sales charge on the purchase of its shares. NOMINAL YIELD The stated rate of interest that a bond pays its current owner, based on par value of the security. It is also known as the “coupon,” “coupon rate,” or “interest rate.” NON-NEGOTIABLE CERTIFICATES OF DEPOSIT For public funds, these certificates are collateralized and are not money market instruments since they cannot be traded in the secondary market. They are issued on a fixed-maturity basis and often pay higher interest rates than are permissible on other savings or time-deposit accounts. OFFER The price of a security at which a person is willing to sell. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 35 OPTION A contract that provides the right, but not the obligation, to buy or to sell a specific amount of a specific security within a predetermined time period. A call option provides the right to buy the underlying security. A put option provides the right to sell the underlying security. The seller of the contracts is called the writer. PAR Face value of principal value of a bond, typically $1,000 per bond. PAR VALUE The stated or face value of a security expressed as a specific dollar amount marked on the face of the security; the amount of money due at maturity. Par value should not be confused with market value. POSITIVE YIELD CURVE A chart formation that illustrates short-term securities having lower yields than long-term securities. PREMIUM The amount by which the price paid for a security exceeds par value, generally representing the difference between the nominal interest rate and the actual or effective return to the investor. PRIME RATE A preferred interest rate charged by commercial banks to their most creditworthy customers. Many interest rates are keyed to this rate. PRINCIPAL The face value or par value of a debt instrument. Also may refer to the amount of capital invested in a given security. PROSPECTUS A legal document that must be provided to any prospective purchaser of a new securities offering registered with the SEC. This can include information on the issuer, the issuer’s business, the proposed use of proceeds, the experience of the issuer’s management, and certain certified financial statements. PRUDENT PERSON RULE An investment standard outlining the fiduciary responsibilities of public funds investors relating to investment practices. RANGE NOTES A security whose rate of return is pegged to an index. The note defines the interest rate minimum or floor and the interest rate maximum or cap. An example of an index may be federal funds. The adjustable rate of interest is determined within the defined range of the funds. RATE OF RETURN The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond and the current income return. REINVESTMENT RISK The risk that a fixed-income investor will be unable to reinvest income proceeds from a security holding at the same rate of return currently generated by that holding. REPURCHASE AGREEMENT OR RP OR REPO An agreement consisting of two simultaneous transactions whereby the investor purchases securities from a bank or dealer and the bank or dealer agrees to repurchase the securities at the same price on a certain future date. The interest rate on a RP is that which the dealer pays the investor for the use of his funds. Reverse repurchase agreements are the mirror image of the RPs when the bank or dealer purchases securities from the investor under an agreement to sell them back to the investor. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 36 REVERSE REPURCHASE AGREEMENT (REVERSE REPO) An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price or at a specified later date. RULE 2A-7 OF THE INVESTMENT COMPANY ACT Applies to all money market mutual funds and mandates such funds to maintain certain standards, including a 13-month maturity limit and a 90-day average maturity on investments, to help maintain a constant net asset value of one dollar ($1.00). SAFEKEEPING Holding of assets (e.g., securities) by a financial institution. SECURITIES LENDING A transaction wherein the Treasurer’s Pool transfers its securities to a broker/dealer or other entities for collateral which may be cash or securities and simultaneously agrees to return the collateral for the same securities in the future. SERIAL BOND A bond issue, usually of a municipality, with various maturity dates scheduled at regular intervals until the entire issue is retired. SETTLEMENT DATE The date used in price and interest computations, usually the date of delivery. SINKING FUND Money accumulated on a regular basis in a separate custodial account that is used to redeem debt securities or preferred stock issues. SLUGS An acronym for State and Local Government Series. SLUGS are special United States Government securities sold by the Secretary of the Treasury to states, municipalities and other local government bodies through individual subscription agreements. The interest rates and maturities of SLUGS are arranged to comply with arbitrage restrictions imposed under Section 103 of the Internal Revenue Code. SLUGS are most commonly used for deposit in escrow in connection with the issuance of refunding bonds. STRIPS US Treasury acronym for “separate trading of registered interest and principal of securities." Certain registered Treasury securities can be divided into separate interest and principal components, which may then be traded as separate entities. SUPRANATIONAL Supranational is an international organization, or union, whereby member states transcend national boundaries or interests to share in the decision-making and vote on issues pertaining to the wider grouping. Examples of supranational are International Bank for Reconstruction and Development, International Finance Corporation, European Union, and World Trade Organization. SWAP Generally refers to an exchange of securities, with essentially the same par value, but may vary in coupon rate, type of instrument, name of issuer and number of days to maturity. The purpose of the SWAP may be to enhance yield, to shorten the maturity or any benefit deemed by the contracting parties. TERM BONDS Bonds comprising a large part or all of a particular issue which come due in a single maturity. The issuer usually agrees to make periodic payments into a sinking fund for mandatory redemption of term bonds before maturity. TOTAL RETURN The sum of all investment income plus changes in the capital value of the portfolio. For mutual funds, return on an investment is composed of share price appreciation plus any realized CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 37 dividends or capital gains. This is calculated by taking the following components during a certain time period: (Price Appreciation) + (Dividends paid) + (Capital gains) = Total Return TREASURY SECURITIES Debt obligations of the United States Government sold by the Treasury Department in the form of bills, notes and bonds: 1. Bills Short-term obligations that mature in one year or less and are sold at a discount in lieu of paying periodic interest. 2. Notes Interest-bearing obligations that mature between one year and 10 years. 3. Bonds Interest-bearing long-term obligations that generally mature in 10 years or more. UNIFORM NET CAPITAL RULE SEC Rule 15C3-1 outlining capital requirements for brokers/dealers. U.S. AGENCY OBLIGATIONS Federal agency or United States government-sponsored enterprise obligations, participants, or other instruments. The obligations are issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. U.S. TREASURY OBLIGATIONS Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk and are the benchmark for interest rates on all other securities in the U.S. and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds. VOLATILITY A degree of fluctuation in the price and valuation of securities. “VOLATILITY RISK” RATING A rating system to clearly indicate the level of volatility and other non-credit risks associated with securities and certain bond funds. The ratings for bond funds range from those that have extremely low sensitivity to changing market conditions and offer the greatest stability of the returns (“S1+” by S&P) to those that are highly sensitive with currently identifiable market volatility risk (“S6” by S&P). WEIGHTED AVERAGE MATURITY (WAM) The average maturity of all the securities that comprise a portfolio. According to SEC rule 2a-7, the WAM for SEC registered money market mutual funds may not exceed 90 days and no one security may have a maturity that exceeds 397 days. WHEN ISSUED (WI) A conditional transaction in which an authorized new security has not been issued. All “when issued” transactions are settled when the actual security is issued. YIELD The current rate of return on an investment security generally expressed as a percentage of the security’s current price. YIELD-TO-CALL (YTC) The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. YIELD CURVE A graphic representation that depicts the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. A normal yield curve may be alternatively referred to as a positive yield curve. YIELD-TO-MATURITY The rate of return yielded by a debt security held to maturity when both interest payments and the investor’s potential capital gain or loss are included in the calculation of return. CONTRA COSTA COUNTY ANNUAL INVESTMENT POLICY FY 2025-2026 Page 38 ZERO-COUPON SECURITY A security that makes no periodic interest payments but instead is sold at a discount from its face value. T u e s d a y A p r i l 1 , 2 0 2 5 1 1 : 0 0 A . M . C o n t r a C o s t a C o u n t y B o a r d o f S u p e r v i s o r s 31 s t A n n u a l C é s a r E . C h á v e z C o m m e m o r a t i v e C e l e b r a t i o n 1 0 2 5 E s c o b a r S t r e e t , M a r t i n e z , C A 9 4 5 5 3 23 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N District 2 Supervisor Candace Andersen Chair District 3 Supervisor Diane Burgis Vice-chair District 1 Supervisor John Gioia District 4 Supervisor Ken Carlson District 5 Supervisor Shanelle Scales-Preston Board of Supervisors — C O N T R A C O S T A C O U N T Y 23 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N 33 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N 2025 Program His Legacy! Our Time! — AZTEC GROUP PANQUETZALIZTLI — WELCOMING REMARKS BY BOARD OF SUPERVISORS CHAIR CANDACE ANDERSEN — CESAR CHAVEZ VIDEO VIGNETTE —“STAND BY ME” BY THE MAX CORTES LATIN BAND AND PERFORMANCE BY SALSEROS WITH ARTHUR MURRAY DANCE STUDIOS — INTRODUCTION OF KEYNOTE SPEAKER BY CHAIR SUPERVISOR CANDACE ANDERSEN — KEYNOTE ADDRESS BY MR. ARMANDO QUINTERO —“OYE COMO VA” BY THE MAX CORTES LATIN BAND AND PERFORMANCE BY SALSEROS WITH ARTHUR MURRAY DANCE STUDIOS — INTRODUCTION OF KEYNOTE SPEAKER BY CHAIR SUPERVISOR CANDACE ANDERSEN — KEYNOTE ADDRESS BY MR. DOUGLAS LEZAMETA — UNITED STATES SENATOR ALEX PADILLA VIDEO —YOUTH HALL OF FAME — PRESENTATION OF YOUTH HALL OF FAME AWARDS BY BOARD OF SUPERVISORS — ACKNOWLEDGEMENTS BY PROBATION CHIEF ESA EHMEN-KRAUSE — CLOSING REMARKS AND ADJOURN TO LUNCH BY CHAIR SUPERVISOR CANDACE ANDERSEN —“LA VIDA ES UN CARNAVAL” BY MAX CORTES LATIN BAND AND PERFORMANCE BY SALSEROS WITH ARTHUR MURRAY DANCE STUDIOS 43 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N Senator Alex Padilla, a progressive problem-solver, is the first Latino elected to represent California in the U.S. Senate. The son of immigrants, Padilla grew up in the San Fernando Valley and studied Mechanical Engineering at the Massachusetts Institute of Technology. He was drawn to politics in response to California’s anti-immigrant Proposition 187. Padilla was elected to the Los Angeles City Council in 1999 and the State Senate in 2006. As California’s Secretary of State, he oversaw a historic expansion of voting rights and voter participation. As United States Senator, Padilla has taken action to cut costs for families, combat the climate crisis, and help thousands of Californians secure millions of dollars owed to them by federal agencies. Padilla currently serves as Chairman of the Senate Judiciary Subcommittee on Immigration, Citizenship, and Border Safety. He is a member of the Senate Committees on Budget; Environment and Public Works; Homeland Security and Governmental Affairs; Judiciary; and Rules. Padilla lives in the San Fernando Valley with his wife, Angela, and their three sons, Roman, Alex and Diego. In 2006, I became the first Latino elected to represent California in the U.S. Senate. — S E N A T O R A L E X P A D I L L A , G U E S T S P E A K E R 53 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N I’m Douglas, a dynamic podcast producer and host with a passion for creating engaging content that resonates with diverse audiences. As the President and CEO of the Hispanic Chamber of Commerce of Contra Costa County, I lead initiatives to empower Hispanic businesses and foster community growth. In addition to my role at the Chamber, I produce and host the “CCC News Show,” a program broadcasted on Contra Costa Television (CCTV), where we delve into local news and issues impacting our community. Beyond my media endeavors, I serve as the Executive Compliance and Operations Director at Behavior Treatment and Analysis, overseeing operations to ensure top-notch behavioral health services. My journey began 19 years ago when I immigrated from Peru to the United States. Starting as a telemarketer and radio show producer for “En Buenas Manos,” I recognized the need for better representation of the Hispanic community in media. This led me to establish “Radio Fusion Latina” and later “TV Fusion Latina,” platforms dedicated to providing education and authentic information to our community. Today, I own Fusion Latina Network, a media company that creates content for businesses, including podcasts, live video streaming, and commercials, as well as channels for Roku TV and Amazon Fire. Through these ventures, I strive to uplift and connect the Hispanic community across various platforms. Armando Quintero has served as the Director of the California Department of Parks and Recreation since September 1, 2020. A seasoned parks professional, he brings extensive expertise in park operations, outdoor education, equity, access, and fostering diversity and inclusion in hiring and retention. Trained in environmental sciences, Quintero has a long track record of leadership in the field. From 2015 to 2020, Quintero was the Executive Director of the Sierra Nevada Research Institute at the University of California, Merced, after having served as its Director of Development from 2008 to 2014. He also contributed his leadership skills as a member and Chairman of the California Water Commission from 2014 to 2020. Quintero’s early career spanned over two decades with the National Park Service (NPS), from 1976 to 1998, where he held numerous positions as a Park Ranger. After his tenure at NPS, Quintero worked as an independent environmental educator and outdoor trip leader for ten years (1998–2008). He has also been active in the non-profit sector, serving on boards such as the Sequoia Parks Foundation, and was an elected member of the Marin Municipal Water District Board of Directors from 2008 to 2020. — D O U G L A S L E Z A M E T A , G U E S T S P E A K E R “ O U R T I M E ” — A R M A N D O Q U I N T E R O , G U E S T S P E A K E R “ H I S L E G A C Y ” 63 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N This dance group from Concord, CA teach ancestral Aztec culture classes to all ages with a focus on respect to one another and Mother Earth. Engage in ceremonal dance to connect with our father Cosmos to feel the energy! We participate in many cultural events throughout the Bay Area to share our culture and ancestral knowledge.  We offer Aztec dance workshops every Tuesday from 6:00 pm to 8:00 pm located at Cambridge Park, 1135 Lacey Lane, Concord, CA. Arthur Murray Dance Studios has been the leader in ballroom dancing since 1912. There are over 350 locations all over the world and they pride themselves in their method of teaching and changing lives through dance. Taking lessons at Arthur Murray will pave the way to many magical beginnings. Each path begins with just a single step. Panquetzaliztli Aztec Arthur Murray Dance Studios — S T R O N G . A C T I V E . G R A C E F U L . — E X C I T I N G . F E S T I V E . F U N . 73 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N My name is Maximiliano Cortes, I am the leader of The Max Cortes Latin Band. I have been playing music since I was 18 years old. I grew up in the San Francisco Mission District and was influenced by Carlos Santana’s band. My interest in playing the congas, bongos, and timbale drums was a direct result of watching his band. I have performed in various latin music bands over the years as a sideman and in 2019, I started my own band. We perform various styles of music including Salsa, Cumbia, Merengue, Ballads, Latin Rock and Latin Jazz. Jose Soto—Keyboards and Guitar Jose has been playing music since he was nine years old. He has recorded with La Verdad Orchestra and Kalichin Orchestra. He is currently working in the San Francisco Bay area. Bayardo Rocha—Timbale and Bongo drums Bayardo is a percussionist born in Nicaragua. His musical experience includes having played with many bands in San Francisco performing anything from Rock to typical latin music. He has been performing for almost 50 years and his life is full of different musical experiences. Luis Ramos—Bass Guitar Luis has been playing Peruvian and Latin music for many years in the bay area. He loves that our music makes people dance and enjoy themselves The Max Cortes Latin Band — M I G H T Y. A C T I V E . R H Y T H M I C . 73 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N 83 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N W AT C H H O W C É S A R E . C H ÁV E Z L E G A C Y C O N T I N U E S T O I N S P I R E A N D R E S O N AT E , C H A M P I O N I N G J U S T I C E A N D E Q U A L I T Y F O R A L L . V E A C Ó M O E L L E G A D O D E C É S A R E . C H ÁV E Z S I G U E I N S P I R A N D O Y R E S O N A N D O , D E F E N D I E N D O L A J U S T I C I A Y L A I G U A L D A D PA R A T O D O S . “We have looked into the future and the future is ours.” “Hemos mirado hacia el futuro y el futuro es nuestro.” — C E S A R C H A V E Z 93 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N The Youth Hall of Fame was established in 1998 to recognize the commitment and service of local youth to their peers, schools and communities. The awards are given every year to deserving youth from Contra Costa County who make valuable contributions to our community. Y O U T H H A L L O F F A M E A W A R D S 103 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N Volunteerism Teamwork Megan Reese Dowdy Heritage High School, 10th grade, resident of Brentwood, District 3 Christophe Davis Miramonte High School, 11th grade, resident of Orinda, District 2 Y O U T H H A L L O F F A M E A W A R D S Christophe Davis is a transformative leader whose dedication to equity, inclusion, and advocacy has reshaped her school and community. As President of the Miramonte Black Student Union and State Vice President of Black Students of California United, she has expanded student representation, led district-wide initiatives, and organized impactful events such as the Black Student Summit and Black Excellence Month celebrations. Through her work with Girls Crushing It, she has empowered young women in entrepreneurship, and her book, Vibranium Ventures, has provided business education to over 1,100 students. Despite facing significant health challenges, Christophe remains a resilient and visionary changemaker, embodying the spirit of Cesar E. Chavez through her tireless efforts to uplift others and drive meaningful social change. Megan Reese Dowdy is a sophomore at Heritage High School in Brentwood. Her compassion, academic excellence, and dedication to volunteerism show a strong sense of balance and purpose. Achieving a 4.10 GPA while also taking college courses shows her committment to both her education and making a difference in her community. Megan is a dedicated volunteer with over 400 hours of community service. She has volunteered with many organizations including the Food Bank of Contra Costa & Solano, Disabled American Veterans and the military community. She has taken several initiatives including creating the Food Totes drive, where she replaced plastic bags and created reusable cloth bags using repurposed clothing. She also gathered care packages for deployed troops to spread holiday cheer. In addition to volunteering in the community, Megan is an active member in her school Speech and Debate club. She has received several awards for her outstanding volunteerism and for her participation in speech and debate. Her compassion, dedication and remarkable achievements are instrumental to her community. We are pleased to announce the following ten youth honorees chosen for the Contra Costa County Youth Hall of Fame in 2025. Perseverance Kaelyn Matthis Pinole High School, 9th grade, resident of Pinole, District 1 Kaelyn Matthis a freshman at Pinole Valley High School in Pinole. Kaelyn exemplifies perseverance through her resilience and ability to uplift others around her. Kaelyn and her family experienced a tragic loss and through support and her commitment to academics, recently made the Honor Roll. Kaelyn is a committed volunteer, a face painter in the Annual Adopt a Child for the Keyz 2 the Future Holiday event and leads makeup tutorial workshops for her peers. Kaelyn fosters collaboration and unity in every space she enters making a lasting impact on her community. 113 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N Y O U T H H A L L O F F A M E A W A R D S Leadership & Civic Engagement Good Samaritan Innovation & Empowerment Karlina J. Meyer Carondelet High School, 12th grade, resident of Walnut Creek, District 4 Karlina Meyer is a dedicated leader in youth civic engagement. She updated the DIY student voting station for her campus library. She pre-registered students to vote and started a political club where students would have an open and safe space to discuss important topics. Working with the League of Women Voters and St. Mary’s College, she uses social media to inform and empower young adults to vote. In partnership with Contra Costa Elections, she started the Youth Voter Outreach Team, which held live streaming town halls educating on the elections process and encouraged people to vote. A senior at Carondelet High School, Karlina has been accepted to Notre Dame and Georgetown, among other schools. Arianna Bustamante is a compassionate leader and advocate dedicated to uplifting her community. She founded Brighter Futures Fund, a nonprofit providing tutoring services to support underfunded Bay Area schools, ensuring students have access to quality education. As a Leadership Council member of the Peter Pan Foundation, she uses music and mentorship to bring hope to children facing life-threatening illnesses. Arianna leads with integrity, perseverance, and innovation, inspiring others through service, teamwork, and creative solutions. A true Good Samaritan, she gives selflessly, empowering those around her to strive for change and a brighter future. Johann Webber is a visionary Native American leader dedicated to expanding STEM access and education for Indigenous youth. As the founder of Bricks for All, he has provided over 1,000 Native children with LEGO kits and hands-on STEM lessons, with a goal of reaching 10,000 students. His initiative has secured funding from major tech companies and gained the support of tribal elders, ensuring sustainability and long-term impact. Beyond Bricks for All, Johann serves as Finance Director for AAPI Youth Rising, leads robotics teams that have won national awards, and mentors Indigenous college students through the Gadugi Corp. His leadership, innovation, and commitment to equity are transforming STEM opportunities for underrepresented communities, empowering the next generation of Native scientists and engineers. Hope Huffmaster is passionate about her work in the Tobacco Use Prevention Education program at Knightsen Elementary. She is an invaluable volunteer, actively participating in city clean-up events, and supporting her church, volunteering in their nursery and serving on the Youth Group Leadership Team. Working with Adventure Therapy Foundation, Hope helps support families dealing with the emotional and psychological challenges of cancer. Her efforts to bring hope and healing to others during such difficult times is inspiring. Arianna Shirin Bustamante Campolindo High School, 11th grade, resident of Lafayette, District 2 Johann Webber Stanford University Online High School, 11th grade, resident of San Ramon, District 2 Volunteerism Hope Huffmaster Knightsen Elementary School, 8th grade, resident of Oakley, District 3 R I S I N G S T A R S 123 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N Innovation & Empowerment Perseverance Aalia Bachar Knightsen Elementary School, 8th grade, resident of Brentwood, District 3 Maddox Lindsey-Pedraza Thomas Gaines Virtual Academy, 8th grade, resident of Antioch, District 3 Y O U T H H A L L O F F A M E A W A R D S Maddox Lindsay-Pedraza is in 8th grade at Thomas Gaines Virtual Academy in Antioch. His determination to succeed while also uplifting his peers is truly remarkable. Maddox’s involvement in the Antioch Council of Teens really highlights his commitment to both personal growth and community engagement. He ensures his voice is heard and actively contributing to the group. Maddox exceeds his academic abilities. He took the challenge and was in a higher math class than his peers. This demonstrated his strong problem-solving skills and commitment to learning. His eagerness to learn, positivity and kindness create a strong foundation for both his personal success and his ability to positively impact those around him. Aalia Bachar is in the 8th grade and attends Knightsen Elementary in Knightsen. Aalia is described as an exceptional young leader. She has demonstrated remarkable leadership to her school. Aalia is the lead of her school’s Tobacco Use Prevention Education (TUPE) program. She initiated the creation of TUPE Tuesdays, where she and her peers address the harmful effects of tobacco use during morning announcements. Due to Aalia’s creativity and dedication, there have been zero vaping incidents this year at her school. Aalia excels academically and is an active member of multiple extracurricular activities including basketball, drama and 4-H. Her grace, commitment and dedication are inspiring to her community. 133 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N Past Speakers — I N H O N O R O F 133 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N 2024 Fernando Sandoval, U.S. Navy, Author of From Tortilla Chips to Computer Chips 2023 Genoveva Garcia Calloway, Community leader, former City of San Pablo Mayor, and behavioral health professional 2022 Ruth Fernandez, Executive Director, First 5 Contra Costa; Kiku Johnson, Executive Director Rainbow Community Center; Marivel Mendoza-Matheu, President and Co-Founder, Hijas del Campo 2021 Arturo Cruz, Council Member City of San Pablo; Jane Garcia, Chief Executive Officer, La Clinica De La Raza; Mary Rocha, Trustee, Board of Education Antioch Unified School District 2019 Mayra Padilla, Ph.D., Dean, Institutional Effectiveness & Equity, Contra Costa College 2018 Larry Sly, Executive Director, Food Bank of Contra Costa and Solano 2017 Dr. Cesar A. Cruz, Ed.D., educator and Dr. G. Reyes, Ph.D., scholar and activist 2016 Blanca Hernandez, Immigrants’ rights activist 2015 Frances Montalvo Palacios, president of Palacios Productions and founder of atruelatina.com 2014 Alvaro Ramirez, Ph. D., Professor, Department of Modern Languages St. Mary’s College 2013 Juan Coria, Deputy Regional Administrator, U.S. Department of Labor 2012 María Leticia Gómez, Journalist 2011 Blas G. Guerrero, Ph.D., Dean of Student Development, Los Medanos College 2010 Jane C. Garcia, CEO of La Clínica De La Raza 2009 Gonzalo Rucobo, Bay Area Peacekeepers 2008 Jim Hernandez, Youth Violence Prevention Specialist; Johnny Rodriguez, One Day at a Time, Founder 2007 State Senator, Liz Figueroa (D-Fremont) 2006 Honorable Judge Maria Rivera 2005 Nicolas Vaca, PhD., Attorney-at-Law 2004 Ruben Rosalez, Assistant District Director, U.S. Department of Labor 2003 Peter Garcia, President, Los Medanos College 2002 Dolores Huerta, VFW Co-founder with Cesar Chavez 2001 Paul R. Chavez, Grandson of Cesar Chavez 2000 Paul Ramirez, Federal Investigator, Department of Labor 1999 Teresa Delgado, 1st Granddaughter of Cesar Chavez 1998 Play, “Maria,” written by Richard Martinez, Director of Contra Costa County Housing Authority 1997 Play, “Los Regalos,” (The Gifts), written by Richard Martinez 1996 Play, “The Warriors,” written by Richard Martinez 1995 Play, “Abuelito, ¿Quién es Cesar?,” (Grandfather, Who is Cesar?) Latino Student Alliance, Diablo Valley College 1994 Ed Trujillo, Chair of Drama Department, Diablo Valley College 143 1 S T A N N U A L C E S A R E . C H A V E Z C O M M E M O R A T I V E C E L E B R A T I O N Catering Prepared by: Mama’s Lumpia and Los Panchos Restaurant Flowers: Char’s Flowers Graphic Design by: Andrea Bivens, Community, Education & Information, CCH Office of the Director Visual Support Services: CCTV Photography: David Fraser, Office of the District V Supervisor Brenda Solorio, Office of District III Supervisor Chief Esa Ehmen-Krause, Israel Carrero, Tina Reyes, and Jose de Avila, Probation Department Frida Alas, County Counsel Lissette Davis, Glenn Kimball, Warren Kawamoto, Ilena Ferrer and Kristi Jourdan, Office of Communications & Media Cameron Collins, Office of the District II Supervisor Lia Bristol, Office of the District IV Supervisor Teresa Gonzalez, Employment and Human Services Department Sonia Bustamante, Office of the District I Supervisor Trish Dominguez, Conservation and Development Department Contra Costa County Board of Supervisors Special thanks 2025 Cesar E. Chavez Committee Sponsors