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					                                       May 9, 2006
                                 CITY OF BRENTWOOD
                    CITY COUNCIL/REDEVELOPMENT AGENCY AGENDA
               City Council Chamber, 734 Third Street, Brentwood, CA 94513

       A complete packet of information is available for public review at City Hall or on our website at
                                          www.ci.brentwood.ca.us

                    JOINT CITY COUNCIL/REDEVELOPMENT AGENCY MEETING
                                         7:00 P.M.

CALL TO ORDER – 734 Third Street, City Council Chamber

Pledge of Allegiance                                                          Beginning Resolution No. 2006-87
Roll Call                                                                     Beginning Ordinance No.      827
                                                                              Beginning RDA Resolution No. 111

PRESENTATIONS
A.       Water Awareness Month Proclamation. (B. Swisher/C. Ehlers)
B.       National Public Works Week Proclamation. (B. Swisher/C. Ehlers)
C.       National Public Works Week Coloring Contest Award. (C. Ehlers)
D.       New Employee Introductions. (K. Chew)

AGENDA REVIEW

CITIZEN COMMENTS
At this time the public is permitted to address the City Council/Redevelopment Agency on items that are not on the agenda and
items listed on Consent Calendar. Persons addressing the City Council/Redevelopment Agency are required to limit their remarks
to five (5) minutes unless an extension of time is granted by the Mayor subject to approval of the City Council/Redevelopment
Agency. Please file your name with the Mayor on the form provided at the podium. Speakers desiring answers to questions should
direct them to the City Council/Redevelopment Agency and, if relevant, the City Council/Redevelopment Agency may direct the
questions to the appropriate staff member.

CONSENT CALENDAR
All matters listed on the consent calendar are considered routine in nature and will be enacted by one motion. If discussion is
required, that particular item will be removed from the consent calendar and will be considered separately.


1.       Approve minutes of the City Council/Redevelopment Agency meeting held April 25, 2006. (M.
         Wimberly)
2.       Approve a Resolution approving and authorizing the execution of a Loan Agreement by and
         between the Redevelopment Agency of the City of Brentwood, City of Brentwood and Mercy
         Housing California XII and approving a loan in the amount of $600,000.00 to assist in the
         construction of Villa Amador, a 96-unit multi-family apartment complex located at the northeast
         corner of Sand Creek Road and Shady Willow Lane. (H. Sword/G. Rozenski/D. Kwong)
3.       Set date of Tuesday, May 23, 2006, at 6:00 pm, for joint workshop with City
         Council/Redevelopment Agency on the Redevelopment Agency and City Affordable Housing
         Programs. (H. Sword/E. Bonneville/G. Rozenski)
4.       Approve a Resolution approving Temporary Use Permit No. 06-03 to allow the Brentwood
         Chamber of Commerce the use of City right-of-way for the annual Cornfest, located within the
         downtown and affecting the closure of surrounding streets. (H. Sword/T. Nielsen)
5.    Adopt a Resolution authorizing the donation of $20,000 to the Brentwood Chamber of Commerce
      to fund the Cornfest fireworks and a fee waiver in the amount of $8,732.88 for costs associated
      with the city facilities and services donated to the event. (H. Sword/L. Maurer/C. Bronzan)
6.    Adopt a resolution authorizing a $10,000 donation to the Brentwood Chamber of Commerce for
      the Brentwood Farmers’ Market. (H. Sword/L. Maurer)
7.    Adopt a Resolution approving and authorizing the City Manager to execute a License Agreement
      for landscape maintenance of City right-of-way by private non-residential property owners in
      Landscape and Lighting District No. 02-12, Sunset Industrial Complex. (B. Grewal/D. Galey)
8.    Adopt a Resolution approving and authorizing the City Manager to execute a ByPass Fee
      Accounting and Disbursement Agreement with the East Contra Costa Regional Fee and
      Financing Authority. (B. Grewal/D. Galey)
9.    Adopt a Resolution approving and authorizing the City Manager to execute a contract with Pacific
      Gas and Electric (PG&E) in an amount of $124,460, plus a 10% contingency of $12,446, for a
      total amount of $136,906, for the undergrounding of the existing 21 kV Overhead Distribution
      Power Line on Walnut Boulevard from Balfour Road to Oak Street for the Walnut Boulevard
      Widening (Utilities), CIP Project No. 336-3056. (B. Grewal/B. Bornstein)
10.   Adopt a Resolution amending the 2005/06 – 2006/07 Capital Improvement Program (CIP) to
      reinstate the O’Hara Loop Realignment (Second Street Extension), CIP Project No. 336-3145,
      and amend the project budget in the amount of $50,000, in order to finalize the purchase of the
      right-of-way currently being used for public improvements in connection with the extension of
      Second Street. (B. Grewal/B. Bornstein)
11.   Adopt a Resolution approving and authorizing the Water Division to begin implementation of a
      High Efficiency Clothes Washer Rebate Program in the amount not to exceed $42,000. (C.
      Ehlers/D. Williford)
12.   Adopt a Resolution approving and authorizing the City Manager to sign an agreement for
      professional services between the Brentwood Police Department and the Contra Costa County
      District Attorney for a Community Based Prosecutor. (J.Martinez/M.Davies)
13.   Approve the appointment of Chris Regan to the Brentwood Advisory Neighborhood Committee
      (BANC) for a three-year term ending December 31, 2008. (Council Member R. Taylor)
14.   Waive second reading and adopt Ordinance 826 for a Rezone (RZ 06-01) to create Sub Area C
      with uses and development standards in the PD-24 Zone and modify the Sub Area Map, as well
      as associated changes to the PD-13 Zone, to include the uses and development standards in the
      Paradise Cove subdivision (Fahmy Ct. residential project) located south of Balfour Road and east
      of Guthrie Lane. (H. Sword/J. Strandberg)
15.   Consideration of Resolutions to initiate proceedings for the formation of CIFP 2006-1 and
      Assessment District No. 2006-1 and setting a date of July 11, 2006, for the Assessment District
      Formation Public Hearing. Adopt a Resolution Appointing an Underwriter, Bond Counsel and
      Engineer of Work and Approving Deposit and Reimbursement Agreements for CIFP 2006-1 and
      Assessment District No. 2006-1. Adopt a Resolution Declaring Official Intent to Reimburse
      Certain Expenditures from Proceeds of Indebtedness. Adopt a Resolution of Intention to Order
      Improvements in Assessment District No. 2006-1 and Approving the Proposed Boundary Map.
      Adopt a Resolution Preliminarily Approving the Engineer’s Report and Setting a Date of July 11,
      2006 at 7:00 p.m. for Public Hearing of Protest and Providing for Property Owner Assessment
      Ballots for Assessment District No. 2006-1. (B. Grewal/D. Galey)
16.   Adopt a Resolution approving the reorganization of the Public Works Department to include the
      Engineering Department, classification descriptions and salary ranges for Director of Public
      Works/City Engineer, Assistant Director of Public Works/Assistant City Engineer, Deputy Director
      of Public Works/Operations, as well as reclassification of incumbent staff. (D. Landeros/B.
      Grewal/P. Standley)
17.      Refer the 2006/07 – 2010/11 Capital Improvement Program to the Planning Commission for
         Consideration of Conformance to the City’s General Plan. (P. Ehler/D. Alessio)
18.      Accept the Resignation of City of Brentwood Youth Commission Adult Advisor Clay McNamara.
         (C. Bronzan/T. Burt)
19.      Direct the City Engineer to proceed with Alternate A to provide Assessment District financing for
         funding the construction of sewer utilities to service the Randy Way neighborhood and include
         potential legal expenses as a part of the Assessment District funding. (B. Grewal/D. Galey)
20.      Adopt a Resolution approving a change order in an amount not to exceed $10,500 for Snap-on
         tools and authorizing the City Manager or her designee to execute the change order. (C.
         Ehlers/S. Dempsey)
       Redevelopment Agency Consent Calendar Items
21.      Approve a Resolution approving and authorizing the execution of a Loan Agreement by and
         between the Redevelopment Agency of the City of Brentwood, City of Brentwood and Mercy
         Housing California XII and approving a loan in the amount of $1,400,000.00 to assist in the
         construction of Villa Amador, a 96-unit multi-family apartment complex located at the northeast
         corner of Sand Creek Road and Shady Willow Lane. (H. Sword/G. Rozenski/D. Kwong)
22.      Approve temporary use of Agency-owned property for Cornfest 2006 parking from July 7 through
         July 9, 2006. (H. Sword/G. Rozenski)
PUBLIC HEARINGS
Persons addressing the Council/Redevelopment Agency are asked to file their name with the Mayor on the form provided at the
podium. The Council may adopt reasonable regulations at the onset of the public hearing to facilitate public testimony. These
regulations may include time limits. In the absence of such regulations, the public hearing shall follow the protocol for Citizen
Comments.

23.      Consideration of a request to consider a six (6) month extension for the previously approved 53
         single-family residential lot allocation of the Residential Growth Management Program for the
         Estates at the Preserve (Passport Homes) project, located between Lone Tree Way and the
         future Grant Street extension, just east of O’Hara Avenue. (Sword/Zilm)
24.      Consideration of an amendment to the Residential Growth Management Program (RGMP) to
         establish that the maximum number of allocations for market rate units shall equal the number of
         lots shown on the project map and revise the total number of allocations awarded to two projects
         (Pulte Homes and Passport Homes) approved in the 2005 RGMP cycle and to the five projects
         (Site Homes, LLC., Discovery Builders, Inc. (2 projects), Rob Hanberg and Frederick Lamb, and
         Minnesota Rentals, Inc.) approved in the 2006 RGMP cycle. (Sword/Zilm)
25.      Approve a Resolution approving a Memorandum of Understanding between the City of
         Brentwood and the Brentwood Chamber of Commerce related to the scope of City services and
         estimated City fees for the 2006 Cornfest and authorizing the City Manager to execute the
         Memorandum of Understanding. (H. Sword/G. Rozenski/L. Maurer)
NEW BUSINESS
26.      Adopt a resolution accepting the second annual report on the Village Community Resource
         Center (VCRC) 2006-07 Strategic Plan, approving City involvement and continuing the seven-
         year Community Investment Grant to the VCRC. (P. Ehler/B. Kelleher)


INFORMATIONAL REPORTS FROM STAFF – No action required

27.      Informational Report on Subdivision No. 8796, the Vineyards at Marsh Creek, being developed by
         Shea Homes, located at Fairview Avenue and Marsh Creek Road; Final Map Approval. (M.
         Wimberly)

INFORMATIONAL REPORTS FROM COUNCIL MEMBERS
REQUESTS FOR FUTURE AGENDA ITEMS

ADJOURNMENT

                                                        NOTICE
In compliance with the Americans with Disabilities Act, the meeting room is wheelchair accessible and disabled
parking is available at the City Hall Parking lot. If you are a person with a disability and you need disability-related
modifications or accommodations to participate in this meeting, please contact the City Clerk’s Office at (925) 516-
5440 or fax (925) 516-5441. Notification 48 hours prior to the meeting will enable the City to make reasonable
arrangements to ensure accessibility to this meeting. {28 CFR 35.102-35, 104 ADA Title II}

                                              POSTING STATEMENT
On May 4, 2006, a true and correct copy of this agenda was posted on the City Hall Bulletin Board, outside City Hall,
708 Third Street, Brentwood, CA 94513 and at our website www.ci.brentwood.ca.us
                                                                               Presentation A


                    A Proclamation of the City Council
                         of the City of Brentwood
                        Proclaiming May 2006 as
                         Water Awareness Month
        WHEREAS, the theme of this year’s campaign is “use Water Wisely and Keep it Clean,
It’s a Way of Life”; and

       WHEREAS, water follows a natural cycle from Earth to air to Earth again; and

       WHEREAS, water is a basic and essential need of every living creature; and

       WHEREAS, the citizens of Brentwood should have a safe and dependable supply of
water both now and in the future; and

        WHEREAS, it is important for all Californians to use our precious water resources as
efficiently as possible; and

        WHEREAS, because of the unpredictability of the weather, the only way to ensure an
adequate supply of water for this and future generations is through the enactment of wise water
policy and the careful and conservative use of this resource; and

       WHEREAS, every business, industry, school and citizen can make a difference when it
comes to wise use of water and thus promote a healthy economy and community; and

       WHEREAS, sound water resource and supply development is best achieved by
consensus building, establishing broad educational networks, conducting water use efficiency
research, developing appropriate best management practices, sharing data and establishing
additional partnerships for the development of local water policies; and

       WHEREAS, activities will be conducted at the Public Works Open House promoting the
wise use of water on May 20, 2006.

      NOW, THEREFORE, BE IT RESOLVED, we, the City Council of the City of
Brentwood, do hereby proclaim the month of May 2006 as Water Awareness Month.


Dated this 9th Day of May 2006

                                                                 ________________________
                                                                 Brian Swisher
                                                                 Mayor
                                                                               Presentation B


                            City of Brentwood
                              Proclamation
                       National Public Works Week
                            May 21-27, 2006
        WHEREAS, public works services provided in our community are an integral
part of our citizen’s everyday lives; and

        WHEREAS, the support of an understanding and informed citizenry is vital to the
efficient operation of public works systems and programs such as water, sewers, streets
and highways, public buildings and solid waste collection; and

       WHEREAS, the quality and effectiveness of these facilities, as well as their
planning, design and construction, is vitally dependent upon the efforts and skill of public
works officials; and

        WHEREAS, the health, safety, and comfort of this community greatly depend on
these facilities and services; and

       WHEREAS, the efficiency of the qualified and dedicated personnel who staff
public works departments are materially influenced by the people’s attitude and
understanding of the importance of the work they perform;

        NOW, THEREFORE, BE IT RESOLVED, That I, Brian Swisher, Mayor of the
City of Brentwood, do hereby proclaim May 21-27, 2006 as NATIONAL PUBLIC
WORKS WEEK in Brentwood and call upon all citizens and civic organizations to
acquaint themselves with the problems involved in providing public works services and to
recognize the contributions that public works officials make every day to our health,
safety, and comfort.


Dated this 9th day of May, 2006



                                                     Brian Swisher
                                                     Mayor
                             CITY COUNCIL AGENDA ITEM NO. D



Meeting Date: May 9, 2006

Subject/Title:   New Employee Introductions

Prepared by:     Kimberly Wallace, Human Resources Assistant

Submitted by: Karen Chew, Assistant City Manager


Staff presents the following new employees to the Mayor and City Council:

   •   Diancy Adkins was hired April 24, 2006. She will work for the Finance & Information
       Systems Department as an Administrative Assistant II. This appointment fills a vacancy.

   •   Michael Tsutsumi was hired May 1, 2006. He will work for the Parks and Recreation
       Department as a Recreation Coordinator. This appointment fills a vacancy.


The Mayor will administer the Oath of Allegiance to the new employees listed above.

Staff invites the Mayor and City Council to welcome these new employees to the City of
Brentwood.

kmw
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                                                                                                 Item 1
CITY OF BRENTWOOD                                                              TUESDAY, APRIL 25, 2006
CITY COUNCIL AND                                                            COUNCIL CHAMBER, 7:00 P.M.
REDEVELOPMENT AGENCY
MEETING MINUTES                                                                              Ana Gutierrez
Annette Beckstrand                                                                             Bob Taylor
Robert A. Brockman
                                            Brian Swisher, Mayor


CALL TO ORDER (6:15 PM)

Roll Call
Present: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

CITIZEN COMMENTS - None (6:16 PM)

ADJOURN TO CLOSED SESSION (6:16 PM)

City Council Closed Session - Existing Litigation [Government Code §54956.9(a)]
    [ 1 ] Case - CBM Group, Inc. v. City of Brentwood
   0_cs1




RECONVENE IN OPEN SESSION - 734 Third Street Street, City Council Chamber (07:00 PM)

Roll Call
Present: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

PRESENTATIONS (07:02 PM)

A. Proclamation West Nile Virus Awareness
   0A




Jon Elam, Vector Control, accepted the proclamation, introduced the Vector Control Manager, and spoke
about the after affects of the rain.

B. Proclamation National Volunteer Week (L. Roudman)
   0B




Diane Lee accepted the proclamation and added the Library appreciated Council support.


C. Proclamation National Public Works Week (C. Ehlers) For May 9, 2006 agenda.
   0C




D. Proclamation Building Safety Week (R. Kidwell)
   0D




Louis Kidwell, Chief Building Official, introduced Steve Fox, Plan Checker, Jaime Aldred, Building Inspector,
Francisco Rivera, Senior Building Inspector, Lloyd Dinkelspiel, Senior Building Inspector and Dave
McGree, Senior Building Inspector and accepted the proclamation.


E. "Spring into Shape" Fitness and Wellness Campaign (C. Bronzan/B. Marx)
   0E




Director of Parks and Recreation, Craig Bronzan, introduced Brandi Marx, who had created the "Spring into
Shape" Fitness and Wellness Campaign, which was a 10 week program. She encouraged City Employees,
Council, Commissioners and employees to participate.

AGENDA REVIEW (07:16 PM)

Motion: Approve Agenda Review adding correspondence to Item 23.
Moved by Gutierrez, seconded by Beckstrand.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor




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CITIZEN COMMENTS - None (07:16 PM)

CONSENT CALENDAR (07:16 PM)

1. Approved Minutes of the City Council/Redevelopment Agency meeting held April 11, 2006. (M. Wimberly)
   01

   01




2. PULLED FOR DISCUSSION - Accept the Fourth Quarter Update on the City Council Two Year Action Plan (D.
    Landeros/G. Leech)
   02

   02




3. Approved of the public art design and concept for mosaic seating and soundwall treatment by "Dannnenbeck"
    for Pulte’s Rose Garden, Subdivision 8561. (C Bronzan/R. Burr-Siegel)
   03




4. Accepted three awards for the City of Brentwood from the California Park and Recreation Society. (C.Bronzan)
   04




5. Approved the re-appointment of Dirk Zeigler to the Brentwood Advisory Neighborhood Committee (BANC) for a
    three-year term ending December 31, 2008. (Council Member R. Taylor)
   05




6. Rejected the claim presented by Stephen H. Cornet, on behalf of Maria Baroni (M. Wimberly)
   06




7. Waived second reading and adopted Ordinance No. 823 for a Rezone (RZ 06-05) to modify the Planned
   Development (PD-18) zoning designation for Shadow Lakes to clarify uses and development standards within
   this zoning designation by creating zoning subareas and related text changes. The Shadow Lakes project
   area is bounded generally by Balfour Road on the south, the Hwy 4 Bypass on the east, the Brentwood Hills
   subdivision on the north, and Special Planning Area R on the west. (H. Sword/D. Hill)
   07




8. Waived second reading and adopted Ordinance No. 824 for a Rezone (RZ 05-10) to modify the Planned
   Development (PD-18) zoning designation for Shadow Lakes to add recreational vehicle (RV) and boat storage
   facility as a conditionally permitted use on the vacant approximately 1.2-acre lot along the northern edge of the
   subdivision next to the water tank. The Shadow Lakes project area is bounded generally by Balfour Road on
   the south, the Highway 4 Bypass on the east, the Brentwood Hills subdivision on the north, and Special
   Planning Area R on the west. (H. Sword/D. Hill)
   08




9. Waived second reading adopted Ordinance No. 825 for a Rezone (RZ 06-03) to change the zoning from
   Neighborhood Commercial (C-1) to Planned Development 69 (PD-69) in order to adopt specific uses and
   development standards for a 4.47-acre site generally located on the vacant land at the southwest intersection
   of Griffith Lane and Balfour Road, west of the In-Shape City fitness center. (H. Sword/D. Hill)
   09




10. Adopted Resolution 2006-75 accepting Improvements for Wildflower, Western Pacific Housing Subdivision
   No. 8413, located north of Oak Street and west of Garin Parkway. (B. Grewal/D. Galey)

   Mayor Swisher abstained.
   10




11. Adopted Resolution 2006-76 accepting Improvements for Western Pacific Housing Subdivision No. 8395,
   located north of Sand Creek Road and east of Fairview Avenue. (B. Grewal/D. Galey)

   Mayor Swisher abstained.
   11




12. Adopted Resolution 2006-77 accepting Improvements for Western Pacific Housing Subdivision No. 8697
   (Phase II of TSM 8395), located south of Sand Creek Road and east of Fairview Avenue. (B. Grewal/D.
   Galey)

   Mayor Swisher abstained.
   12




13. Adopted Resolution 2006-78 approving a second amendment to the Purchase Agreement between the City
   and R Brothers Concrete for an Extension of the City’s Option to Repurchase period by two hundred ten (210)
   days for issuance of Building Permits for site at Sunset Industrial Complex, for a reduction by two hundred ten
   (210) days for issuance of a Certificate of Occupancy, for a revision of when the use of site for the business
   operation commences, and direct staff to take actions and authorize the City Manager to execute documents
   necessary for the amendment. (H. Sword/G. Rozenski)




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   Council Member Brockman abstained.
   13




14. Adopted Resolution 2006-79 approving and authorizing the City Manager to execute the professional services
   agreement with Harris & Associates for design services for the 2006 Pavement Management Program, CIP
   Project No. 336-3083 in an amount not to exceed $96,414 plus a 10% contingency for a total amount of
   $106,055.40. (C. Ehlers/ J. Gallegos)
   14




15. Adopted Resolution 2006-80 declaring the City’s intent to order improvements for the Consolidated
   Landscape & Lighting Assessment Districts & Citywide Park Maintenance District No. 98-1 for Fiscal Year
   2006/2007, and set a date of June 13, 2006, for the Public Hearing. (B. Grewal/C. Bronzan/D. Galey/K.
   DeSilva)
   15




16. Adopted Resolution 2006-81 approving and authorizing the City Manager to execute a Professional Services
   Agreement with ECO:LOGIC Consulting Engineers in an amount of $74,150, plus a 10% contingency for a
   total of $81,565, for project and construction management and inspection services for the Chloramination of
   Wells, CIP Project No. 562-5617 and Well #15, CIP Project No. 562-5631. (B. Grewal/P. Eldredge)
   16




17. Adopted Resolution 2006-82 approving and authorizing the City Manager or designee to execute an
   agreement between the Union Pacific Railroad Company (UPRR) and the City of Brentwood in an amount not
   to exceed $3,000 for a utility crossing agreement. (B. Grewal/N. Estakhri)
   17




18. Adopted Resolution 2006-83 approving and authorizing the City Manager to sign a contract for the purchase
   and installation of a Storage Area Network (SAN) from Cross Circuit Electronics Inc. for the City Data Center
   and Police Facility funded by the New Police Station, CIP Project No. 337-3142, for an amount of $36,000,
   and the City Data Center, CIP Project No. 337-3709, for an amount of $50,500, for a total amount of $86,500
   plus 10% contingency. (Y. Cho/P. Ehler)
   18




CONSENT CALENDAR ACTIONS (07:17 PM)

Motion: Approve Consent Calendar Items 1 and 3 - 18 as recommended. Mayor Swisher abstained on Items 10,
11 and 12 and Council Member Brockman abstained on Item 13. Item 2 was pulled for discussion. The City
Clerk read Ordinances 823, 824 and 825.
Moved by Beckstrand, seconded by Gutierrez.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

2. PULLED FOR DISCUSSION - Accept the Fourth Quarter Update on the City Council Two Year Action Plan.
   (D. Landeros/G. Leech)

Council Member Gutierrez asked about affordable housing and requested a response in the next month. She
said 50 units was all for the years 2005/2006 and asked if there would be more in 2007. She asked when the City
began to take the full ten percent from each housing development and how many units were approved and how
many were affordable. She wanted a context and frame for why it was 50 units in two years, when it was ten
percent of development. She asked for more information about the amount for the master plan services
consultant fee for cultural arts. The Fire District Master Plan would be discussed later and she had looked at long
term fire needs and available options for addressing this for build-out and looked at the quarterly updates as
assessments and reevaluations. With regard to agriculture, she asked why task number four would take six
months since it seemed like a long time. She said she thought it was nice to see the solar energy in the water
conservation plans and to see the timing and she looked forward to monitoring their developments within the
proposed timelines, especially the solar energy and solar panel proposition. She was excited about the prospect
of having developers install solar panels on new homes.

Motion: Approve Accept the Fourth Quarter Update on the City Council Two Year Action Plan.
Moved by Brockman, seconded by Beckstrand.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

PUBLIC HEARINGS (07:23 PM)




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19. CONTINUED FROM APRIL 11, 2006 - Adopt a Resolution approving a Negative Declaration; introduce and
   waive the first reading of an ordinance for a Rezone (RZ 06-01) to create Sub Area C with uses and
   development standards in the PD-24 Zone and modify the Sub Area Map, as well as associated changes to
   the PD-13 Zone, to include the uses and development standards in the Paradise Cove subdivision (Fahmy Ct.
   residential project) located south of Balfour Road and east of Guthrie Lane. (H. Sword/J. Strandberg)
   19

   19




Community Development Technician, John Strandberg, presented a staff report, stating Rezone 06-01 was a
house keeping item to amend PD-13 and PD-24 zoning code with uses and development standards for Paradise
Cove. Planning Commission heard and approved the item on March 21, 2006, and staff recommended adopting
the Resolution for the Negative Declaration and waive the first reading of the Ordinance.


Mayor Swisher opened the public hearing.

Motion: Approve closing the public hearing.
Moved by Swisher, seconded by Gutierrez.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

Motion: Adopt Resolution 2006-84 approving a Negative Declaration.
Moved by Beckstrand, seconded by Brockman.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

Motion: introduce and waive the first reading of Ordinance 826 for a Rezone (RZ 06-01) to create Sub Area C with
uses and development standards in the PD-24 Zone and modify the Sub Area Map, as well as associated
changes to the PD-13 Zone, to include the uses and development standards in the Paradise Cove subdivision
(Fahmy Ct. residential project) located south of Balfour Road and east of Guthrie Lane.
The City Clerk read Ordinance 826.
Moved by Beckstrand, seconded by Gutierrez.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

20. TO BE CONTINUED TO MAY 9, 2006 - A request to consider a six (6) month extension for the previously
   approved 53 single-family residential lot allocation of the Residential Growth Management Program for the
   Estates at the Preserve (Passport Homes) project, located between Lone Tree Way and the future Grant
   Street extension, just east of O’Hara Avenue. (H. Sword/J. Zilm)
   20




21. TO BE CONTINUED TO MAY 9, 2006 - A request for clarification concerning how the on-site affordable
   housing units, required by the Affordable Housing Program (City Council Ordinance No. 790), are accounted
   for under the Residential Growth Management Program and its total annual allocation of market-rate lots. (H.
   Sword/J. Zilm)
   21




NEW BUSINESS (07:27 PM)

22. Fire Issues:

a. Receive presentation of East Contra Costa County Fire District’s draft Fire Service and EMS Master Plan.

City Manager, Donna, Landeros, said Consultant, Scott Kinley, would make a presentation, which would also be
provided for community groups. There was an overview on fire construction since two stations would be projects
undertaken by the City, associated issues with the fees for those constructions and the contract for the third fire
fighter. She asked for Council’s comments on the governance as it related to future entities providing fire service
and she requested additional feedback and direction from Council.

Scott Kinley stated that he had been retained to prepare a master plan for the Fire District. The goal was to look
at the operational issues within the organization, organizational infrastructure, policies and procedures and level
of service provided by the District and opportunities to increase the level of service. He presented an overview of
the area, District, the analysis of District operations and governance service levels, compensation and revenue.
Findings were that the consolidation had been and was working and would continue to work with the
recommendations provided. The new agency had governance related issues, fiscal issues and internal




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operational and service level issue that had been addressed in the report and governance and fiscal issues would
require an integrated solution. The recommendations had been patterned into two sections: Overall District-wide
service levels and providing the level of service to that it served. Recommended service level response goals
was a category of response goals and goals pertinent to the organization and the community served needed to be
developed by the board and the authority having jurisdiction. He recommended the sprinkler system be pursued
in every area where possible. There were strategies with respect to increasing the District’s revenues to off-set
increases in a level of service to identify methodologies for the nexus between increased revenues and services
provided and alternatives relative to the present methodologies and what was an appropriate fair method. The
majority of people interviewed were in favor of an Advanced Life Support System (ALS) on the fire engines as
opposed to private ambulance and the recommendation was to move in that direction. A majority of the
recommendations were predicated on the ability to generate the revenue necessary to pay for them. Each station
location was identified by plotting how far an engine could go in four minutes. He spoke about mapping and
staffing levels and pay scales. County Supervisors had asked Chief Dawson to request a quote from California
Department of Fire (CDF) to provide services in the same manner and what it would cost if consolidated with
Contra Costa County Fire. When generating revenue, there were very little resources or options left to the City.
There could be a special tax, a benefit assessment, contract for services or charge for services. Contracting for
services may reduce the overall cost. The two options open to the City were the special tax or benefit
assessment. The issue before the citizens was cost of service, level of service and how it would be paid for and
governance. The City had a choice of the existing governance models, which was a dependent District controlled
by the Board of Supervisors or there could be a dependent District, where the Board of Supervisors appointed
autonomous members of a board to run the Fire Department or an independent District where members of the
board were elected from the community that it served.

b. Receive a verbal staff report regarding current and future fire issues for the City of Brentwood; and provide
   direction to staff and the Council representative regarding future fire service for the City of Brentwood. (D.
   Landeros)

City Manager, Donna Landeros, spoke regarding fire station construction, and said three fire stations and fee
reimbursements had been worked on. Fire Station Nos. 52, 53 and 54 were referred to in a power point
presentation, a copy of which is on file in the City Clerk’s Office. All fees collected within the City would be used
for City fire station construction and/or equipment. Outstanding construction costs were approximately $4.5
million. In approximately four years the City would have the cash flow to complete the third station, which would
be the replacement of the Downtown Station. The City was ready to undertake the Shady Willow station as soon
as the developer was ready. One of the difficulties in the District was trying to make a comparison to the revenue
that was generated within the City and services that were received. The City generated almost one half of the
property taxes in the entire District and was the largest contributor to the growth because of the level of
construction. A chart in the power point showed how much some of the other cities spent on fire services on a
per capita basis. The District had a revenue issue that would need to be resolved for it to be viable for the future.
In making the assessment, the City did not know after going through the LAFCO process, if the City would be able
to keep all of the property taxes from the six percent since it was a LAFCO decision. At build-out, with a
population of about 70,000, the assessment could be approximately $212 per parcel or could be higher to bridge
the gap. She spoke about the contract for the third firefighter position, to provide a third firefighter at two stations
and worked out to be seven full-time equivalent employees. The contract had terminated December 31, 2005 and
staff had been waiting for the master plan before the contract was brought to Council. An additional complication
was the District expected the City to cover all of the costs of operating the third fire station. The station would be
completed before the District had made a decision on what kind of supplemental revenue to go for and to go to
the voters on. The City would be faced with absorbing the operating costs of the third station. The third firefighter
would be moved from the two existing stations and the City would be paying a supplemental amount to have two
firefighters at the three stations. Those were the same two firefighters that everyone else in the District received
without having to pay additional funding.

Council Member Beckstrand stated that Council had never discussed the issue of whether the City would fund a
third firefighter until the third station was built and then those firefighters would be moved over to the third station
and the City would continue to solely fund that station.

City Manager, Donna Landeros, said the City’s options were very poor and could continue to supplement the
District for the third firefighter, in spite of the inequity for the City, or discontinue the supplemental funding, where
the District said they would lay off seven firefighters. Staff recommended continuing the contract on a quarter by
quarter basis and stressed the urgency for the District of getting a resolution on the governance and the special
tax issue. The community desired three firefighters on an engine with a paramedic. The inequity of the funding
and the threshold issue was governance and the City had no participation or say in how District resources were




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allocated. There was no seat at the table and the decisions were made by the District Board. She said she felt it
was important the City have a proportional vote in how resources are allocated if Brentwood is expected to pay for
supplemental services. She asked Council to provide direction regarding governance principals. The existing
governance structure would be acceptable to the City if additional revenue did not have to be provided in the six
percent property tax would be enough and if the service level would be guaranteed to be the three firefighters with
paramedic coverage at all three stations. She believed that supplemental funding would need to be provided and
the cities of Brentwood and Oakley would need to agree to not be overruled by the unincorporated area. She
requested Council approval on the contract for the third firefighter and discussion and direction for Council
representatives and staff on master plan issues.

Council Member Gutierrez asked how the City would benefit from the Fire District. If the City was covering costs
and funding most of the fire stations in the City, what was the incentive to be in the Fire District. There were
governance issues and the City and residents would be paying a lot for fire without any say. It seemed
inequitable to pay so much and ask residents to pay more without having a partial say. She asked for more
information as to why the City would benefit from continuing to be in the Fire District. She agreed that having an
Advanced Life Support System firefighter paramedic was costly.

Council Member Brockman said there was a certain inequity to be dealt with. There were two firefighters
provided for all of the cities in the East County area. The City was supplementing with money and paying for the
third firefighter. He felt it would be a disservice to the citizens to not provide three firefighters and it was a level of
service he believed the citizens did not want to give up. Additional funds had to be raised and there would
somehow be more taxes, assuming the citizens voted for it. If citizens did not vote for it, it would not be
accomplished. He was in support of approving the quarterly payment since it could not be stopped. The City did
not have governing control to be sure the funds stayed in our area and the County had control. He believed the
City should look at what it cost to have their own services and what it would cost to combine with the City of
Oakely and create a district and then there would be governance. The City was already paying for the fire station
to be built and paying for the third fire fighter and six percent of our income was being taken and given to the
County for the services here, as well as supplementing other areas and he recommended finding out what it
would cost.

Council Member Gutierrez felt there was not enough information and said if the City was covering most of the
costs of the fire stations, what was the incentive for being in the District.

Mayor Swisher said that the City was under a time crunch, with the next fire station opening up and the City was
to pay for it and would loose part of the level throughout the City by moving the third fire fighter over to the other
station in order to staff it.

Council Member Beckstrand said timing was very unfortunate of being placed in a position to make a decision
about the employment of the District employees. Council had discussed with the County, the City would give
them a boost while they got organized and sorted through their issues, choices in consolidation or not, staffing
and levels of service. The County had told the City that three years would be plenty of time to get studies
accomplished, consolidations figured out and then assume those things for themselves. She felt that the options
were placed before Council as if the City was solely responsible for employees having been hired by the District
and if the City did not extend the contract, the firefighters would be out of a job. She felt it was not the City’s
responsibility and it was the County’s and the City was not solely accountable for the firefighter’s jobs. She asked
to see answers to the questions and concerns brought forward and she wanted to see exactly what the City was
getting for their money and what the City could do with the money if they were governing it. She wanted to
continue to provide the best to the residents and if the City was going to be solely responsible, as it had been for
the last several years, then she wanted the money that went with it.

City Manager, Donna Landeros, said the City had a very good working relationship with Chief Dawson and Scott
Kinley.

Council Member Taylor said there would need to be some type of agreement for the third firefighter, either
quarterly or year to year. He was in favor of paying for the third firefighter.

Council Member Brockman said that the City would have to come up with more money or there would not be a
level of service and if the voters did not vote for it, there would not be a level of service. If the City had to ask the
voters for money, it would it be better to be a joint district or our own district and it should be looked and studied.

Mayor Swisher requested any public comments.




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Barbara Guise said she agreed with Council Member Beckstrand. She spoke about the third firefighter and said
all over the Country, volunteers worked very well. She saw no reason why the third firefighter could not be a
volunteer. She suggested a temporary solution to the problem until there was another solution.

Vince Wells, Vice President of Local 1230, said he represented the firefighters and recommended Council
continue with funding. There were members present that wished to stay on with the Fire District. Three people
on a fire engine made a world of difference.

Council Member Beckstrand asked Mr. Wells if he had gone to the County to ask why they would not fund the
firefighter before asking the City.
Mr. Wells responded that he had not asked the County and he would ask them.

c. Adopt a Resolution approving and authorizing the City Manager to execute an Interim Fire Protection Services
   Agreement with East Contra Costa Fire Protection District in the amount of $142,327.50 in substantially the
   same form as attached to the Resolution and further authorizing the City Manager, in consultation with the City
   Attorney, to make non-material changes to the Agreement. (P. Ehler/ D. Davies)
   22c




Motion: Adopt Resolution 2006-85 approving and authorizing the City Manager to execute an Interim Fire
Protection Services Agreement with East Contra Costa Fire Protection District in the amount of $142,327.50 in
and further authorizing the City Manager, in consultation with the City Attorney, to make non-material changes to
the Agreement and until information requested by Council is provided so Council could come up with a viable plan
or options for moving forward.
Moved by Gutierrez, seconded by Taylor.
Vote: Motion carried 4-1.
Yes: Brockman; Gutierrez; Swisher; Taylor
No: Beckstrand

City Manager, Donna Landeros, confirmed the following: Council was looking for more information such as what
the benefit was to the City by remaining in the District; to begin an analysis of looking at what it would cost the
City to run our own department or jointly with an adjacent community and timing of an election. Staff would report
back to Council within 60-90 days. She requested direction on whether or not the principal of proportional
representation was important since staff was trying to move the issue and receive feedback from the County and
had been frustrated by the pace and did Council wish staff to keep moving forward or step back. Council
Members directed staff to lean harder and keep pushing forward.

23. Approve the sales price, method to select buyer, and sales strategy criteria for 2010 Elkins Way at Sunset
   Industrial Complex; direct staff to commence request for proposals to sell 2010 Elkins Way (H. Sword/G.
   Rozenski)
   23




Council Member Brockman said he had a potential conflict of interest since he had property adjacent and left the
Council Chamber.

Redevelopment Manager, Gina Rozenski, presented a staff report, recommending Council sell the parcel for the
appraised value due to prevailing wages and to avoid any appearance of a gift of public funds. Staff
recommended the following: Council direct staff to send out a fresh request for purchase proposals rather than
returning to the existing list that had been created 20 months ago since the existing list was for a different parcel
and different size with a different sales price and different zoning and that the sales ranking system be amended
by increasing the category related to relocation of businesses from the merged Redevelopment Project Area by
an additional two points.

Mayor Swisher requested public comments.

Karen Kendall read her letter into the record. She said she had been working with the City to purchase Lot 4 in
the Sunset Industrial Park and when the subcommittee selected the tied parties, they decided to award the lot to
another company. Kendall Automotive rented month to month in the downtown area and she had been reminded
that her business was not a desirable business for downtown. She asked Council to consider the best approach
to selling the lot. She felt the City should offer her the lot for purchase at the original price and should not be
required to submit another proposal. She requested City Council suspend the item.

City Attorney, Damien Brower, spoke in response to a comment from Council Member Taylor regarding Pottery
World. He said he believed the parcel the previous speaker was talking about was off of Carroll Court and the




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2004 action was regarding who would receive that one acre parcel. This evening’s item was a two acre parcel
that had been previously owned by Pottery World and had since been repurchased by the City. The action before
Council was involving Elkins Way and the action referred to that had occurred in 2004, occurred around Carroll
Court.

Council Member Gutierrez spoke about the most equitable method and procedure for people to apply for available
lots.

Redevelopment Manager, Gina Rozenski, said that Council had directed staff to repurchase the parcel and to
obtain an appraised value. $5.50 per square foot was set three years ago and property had gone up. She
cautioned the Council to set the price at whatever they chose, but if the property was set for less than fair market
value, which was now $7.50, prevailing wages would be required, which would be much more costly for the
ultimate buyer to build their construction using prevailing wages than it would to pay the difference between $5.50
and $7.50 per square foot. In addition, it could be an appearance of the gift of public funds.

Mayor Swisher said he hoped Kendall Automotive got this since they were right there with owner A. He said Mrs.
Kendall was correct in what she stated which was that she was in the downtown and he hoped Kendall
Automotive moved out to Sunset Industrial Park.

Redevelopment Manager, Gina Rozenski, said she hoped Council would consider the revised sales strategy,
which would help in that ranking.

Council Member Gutierrez said to keep consistent and interweave efforts with the specific plan. She agreed with
the Mayor and she supported staff recommendation in terms of the pricing.

Motion: Approve the sales price, method to select buyer, and sales strategy criteria for 2010 Elkins Way at Sunset
Industrial Complex and directed staff to commence request for proposals to sell 2010 Elkins Way.
Moved by Taylor, seconded by Beckstrand.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Abstain: Brockman

Council Member Brockman returned to the Council Chamber.

OLD BUSINESS (09:01 PM)

24. Adopt a Resolution approving an official City Logo and Tagline (D. Landeros/L. Maurer)
   24




Economic Development Manager, Linda Maurer, presented a staff report, stating that potential options included
Mt. Diablo and a tree element. Staff had worked with Mayor Swisher and Council Member Beckstrand on the
design of the logo.
Council Member Beckstrand said there was a third grade classroom at a local elementary school that had class
discussion about the old and new logo and tagline. The children were challenged to come up with their own logo
designs based on what they thought about the City. In seeing the new logo, the children were unanimously in
support.

Economic Development Manager, Linda Maurer, said there were seven logos currently being used throughout the
City and the effort was to get to one unified logo. Staff recommended that Council approve the new logo showing
Mt. Diablo and a tree and the tagline with Heritage, Vision and Opportunity. She provided the logo Council had
reviewed in January as an option and alternate to the first recommendation. Work would immediately begin upon
Council approval, on a graphics and standards manual and how the use of the identity was dictated. Changing
the logo would become part of the normal cost of doing business in the City and would be phased in as new
products were needed. She wanted to take advantage of the free opportunity to replace the City monument sign
at Lone Tree Plaza. The developer has agreed and would allow the City to replace the sign at the developer’s
cost with the new logo and identity as well as working with the new Chamber event sign planned for new
locations.
Council Member Taylor was not in favor of changing the logo and wanted to stay with one of the old logos.

Council Member Gutierrez said she saw the logo as a marketing tool to accomplish the goals Council had set in
terms of economic development and business retention. It had more to do with the action and the downtown
specific plan and keeping the downtown alive.




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Motion: adopt Resolution 2006-86 approving the official City Logo and Tagline.
Moved by Swisher, seconded by Gutierrez.
Vote: Motion carried 4-1.
Yes: Beckstrand; Brockman; Gutierrez; Swisher
No: Taylor

INFORMATIONAL REPORTS FROM COUNCIL MEMBERS (09:13 PM)

Council Member Gutierrez attended the Friends of Marsh Creek Water Shed tour. A question had arisen about
the Creek being local flood control or a local creek. She said it needed to be looked at as both. She wanted to
see those types of standards for other areas, especially enhancements.

Council Member Beckstrand said EPAC, which was the policy advisory committee for bringing BART to East
County, was able to pursuade the Metropolitan Transportation Commission to fund sending BART, staff, directors
and elected officials from East County to Portland, Oregon to ride the metro systems and speak with elected
officials and compare the system to what the City was looking at here. The consultant felt the pattern for growth
and urbanization in the Portland/Hillsboro/Beaverton/Gresham area was similar to East County. There were
exciting possibilities and issues to work out as to what the actual mode of transportation would be and how it
would affect residents. She urged residents to keep abreast of public information and meetings and be ready to
mobilize on issues dear to East County.


REQUESTS FOR FUTURE AGENDA ITEMS (09:16 PM)

Council Member Gutierrez asked to about exploring an administrative policy on how developers interact with
Council and the public. She said it could be problematic and create issues with public perception. She would
also like to avoid meeting with developers who have not read city ordinances and she wanted that as a
policy. She asked what other cities did.

Council Member Taylor attended the League of Cities and said with everyone posturing for position in June, they
did not beleive anything would happen in the Capital and nothing would happen in November.

Mayor Swisher congratulated Parks & Recreation on being recognized for their awards for Sunset Athletic
Complex.

ADJOURNMENT (09:25 PM)

Motion: Approve adjournment.
Moved by Swisher, seconded by Gutierrez.
Vote: Motion carried 5-0.
Yes: Beckstrand; Brockman; Gutierrez; Swisher; Taylor

Respectfully Submitted,



Cynthia Garcia, CMC
Assistant City Clerk




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                                COUNCIL AGENDA ITEM NO. 2



Meeting Date:         May 9, 2006

Subject/Title:        Approve a Resolution approving and authorizing the execution of a Loan
                      Agreement by and between the Redevelopment Agency of the City of
                      Brentwood, City of Brentwood and Mercy Housing California XII and
                      approving a loan in the amount of $600,000.00 to assist in the
                      construction of Villa Amador, a 96-unit multi-family apartment complex
                      located at the northeast corner of Sand Creek Road and Shady Willow
                      Lane

Prepared by:          Donald Kwong, Senior Redevelopment Analyst

Submitted by:         Howard Sword, Community Development Director



RECOMMENDATION
Approve the Resolution and authorize the City Manager to execute a Loan Agreement by and
between the Redevelopment Agency, the City and Mercy Housing California XII for the
development of Villa Amador, a 96-unit multi-family apartment project located at Sand Creek
Road and Shady Willow Lane in an amount not to exceed $600,000.

PREVIOUS ACTION
Ordinance 756 and 790 were adopted by the City Council on September 9, 2003 and January
11, 2005 creating the City of Brentwood Affordable Housing Program. The program was set up
to support the availability of housing opportunities for low and moderate income residents within
the community. The Ordinance created a “Housing Trust Fund” through the payment of “in-lieu”
fees by developers.

The Villa Amador project received a Conditional Use Permit from the City of Brentwood
Planning Commission and Design Review approval and Mitigated Negative Declaration for the
project on January 21, 2003 for a 96-unit multi-family housing project; and on April 6, 2004,
received a one-year extension of the Design Review approval, and on April 5, 2005 received a
second extension for two years that expires on January 21, 2007.

On January 6, 2005 the Housing Subcommittee recommended that staff request the reservation
of Housing Trust Funds in an amount not to exceed $600,000 for Mercy Housing California XII
as matching funds for the development of the Villa Amador project.

On January 11, 2005 the City Council approved the reservation of $600,000 in Housing Trust
Funds for this project.

On July 26, 2005, City Council approved project priorities to be funded by the Housing Trust
Fund and the top priority was to fund units for lower income families.
BACKGROUND
The project, owned by Mercy Housing California XII, was originally approved by the Planning
Commission in January of 2003 for the development of a 96-unit multi-family housing complex
on the northeast corner of Sand Creek Road and Shady Willow Lane. Mercy Housing California
XII is a non-profit developer located in West Sacramento, California and has been in business
for 23 years. They currently own and operate 27 housing units in Brentwood (Green Valley
Apartments) and 5,253 housing units throughout California.

Mercy Housing California XII is requesting a loan from the City in an amount not to exceed
$600,000 from the City’s Housing Trust Fund and in an amount not to exceed $1,400,000 from
the Redevelopment Agency of the City of Brentwood for a total loan amount of $2,000,000
towards a portion of the development fees for the project.

The terms of both of the Promissory Notes for the City and the Agency are the same:

              Term: 55 years

              Interest: 3% simple interest per annum from the date of disbursement

              Security: Deed of Trust, assignment of rents and a security agreement and
              fixture filing

              Repayment: So long as the Mercy Housing California XII owns and operates the
              project in compliance with the affordable housing covenants and the Agreement
              is not in default, the entire principal and interest of the Note shall by due and
              payable in full upon the 55th anniversary of both Notes.

Mercy Housing California XII received approximately $12,500,000 in funds from the State of
California Housing and Community Development to fund predevelopment and construction
costs, $2,000,000 in funds from Contra Costa County/HOME and $15,500,000 in funds from the
4% Tax Credit Allocation Committee from the State of California for the remainder of
construction costs for the project.

Mercy Housing intends to increase the affordability component of the project through restricting
61 units as rental housing for very-low income families and 33 units for extremely-low income
families. 25 units must be set aside for agricultural workers in compliance with the Joe Serna
Jr. Farmworker Grant Program. Two units will be available as Managers’ unit.

Ordinance 790 Section 17.725.007 states that the “Funds shall be disbursed at the discretion of
the City Council for the purpose of assisting in the construction of very low, low, and moderate-
income Dwelling Units, or helping with other affordable housing opportunities.” This request for
funds for the Villa Amador project complies with the Ordinance for the expenditure of the
Housing Trust funds.

This project represents the power of leveraging the City’s Housing Trust Fund to create more
affordable housing than could be created by merely enforcing the Ordinance’s requirement of
ten percent (10%). Furthermore, affordable rental units can be counted towards the City’s
compliance of housing requirements mandated by HCD and ABAG as well as meets the City’s
Housing Element goals. This also fulfills the desire of the City Council to use the Housing Trust
Fund to create new units for families in the lower income categories.



                                               2
The Agency and City Loans shall be disbursed in two disbursements: one disbursement of
$200,000 from the Agency, and the City and Agency disbursement of the remainder
simultaneously. The disbursement shall be used for development costs and shall not exceed
$2,000,000 total.

FISCAL IMPACT
The cost of the project to the City Housing Trust Fund is $600,000 and will be funded by the
City’s Housing Fund 265. This amount is budgeted for fiscal year 2005/06, but is not expected
to be expended in the current fiscal year. It is anticipated to be expensed in fiscal year 2006/07.
The City Housing Trust Fund is stable and healthy and can financially support the Mercy
Housing California XII Villa Amador project.

Attachments
Resolution
Loan Agreement with attachments




                                                3
                                       RESOLUTION NO.

       RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN
       AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
       BRENTWOOD, THE CITY OF BRENTWOOD AND MERCY HOUSING CALIFORNIA
       XII, AND APPROVING A LOAN IN THE AMOUNT OF $600,000.00 TO ASSIST IN THE
       CONSTRUCTION OF VILLA AMADOR, A 96-UNIT MULTI-FAMILY APARTMENT
       PROJECT LOCATED ON THE NORTHEAST CORNER OF SAND CREEK ROAD AND
       SHADY WILLOW LANE

       WHEREAS, Mercy Housing California XII ("Developer") has purchased that
approximately 8 acre parcel located on the northeast corner of Sand Creek Road and Shady
Willow Lane in the City of Brentwood (the "Property").

        WHEREAS, Developer plans to construct a 96-unit multi-family affordable apartment
project known as Villa Amador (the "Project") on the Property in accordance with the following
City approvals, as may be amended or extended: Design Review 01-43 and Conditional Use
Permit 02-17, approved by the Planning Commission on January 21, 2003, by Resolution No.
05-23, and extended until January 21, 2007.

       WHEREAS, the Project is categorically exempt from the provisions of the California
Environmental Quality Act, Public Resources Code section 21000, et seq. ("CEQA") pursuant to
CEQA Guidelines, California Code of Regulations section 15332.

       WHEREAS, the City has adopted an Inclusionary Housing Ordinance that established a
Housing Trust Fund, in which in-lieu fees from implementation of the ordinance are deposited.
Section 17.725.007 of the Brentwood Municipal Code provides that monies from the Housing
Trust Fund shall be disbursed at the discretion of the City Council for the purpose of assisting in
the construction of very low-, low- and moderate-income dwelling units.

        WHEREAS, in order to assist in the construction of the affordable Project, which will
increase the City's supply of low-income housing, the City desires to loan Developer the amount
of $600,000.00 from its Housing Trust Fund pursuant to the terms set forth in the Loan
Agreement between the Agency, the City of Brentwood and Developer attached hereto (the
"Loan Agreement"). The terms include the recordation of affordability covenants to ensure the
long-term affordability of the Project.

         NOW, THEREFORE, BE IT RESOLVED that the City Council of Brentwood, California
hereby approves the loan of $600,000 from the City’s Housing Trust Fund to Developer
pursuant to the terms of the Loan Agreement attached hereto and authorizes and directs the
City Manager to execute the Loan Agreement, subject to any minor conforming, technical or
clarifying changes approved by the City Attorney. The City Council further authorizes the
Executive Director to take all actions necessary to carry out the Loan Agreement, including the
execution of any attachments to the Loan Agreement, subject to any minor conforming,
technical or clarifying changes approved by the City Attorney, and any other documents
necessary to carry out the provisions of the Loan Agreement.

       PASSED AND ADOPTED this 9th day of May, 2006, by the following vote:




                                                1
                                    LOAN AGREEMENT
        THIS LOAN AGREEMENT (this "Agreement") dated as of this day of
        , 2006, the date of last execution of this Agreement by the parties indicated on the
signature page hereof, is entered into by and between the REDEVELOPMENT AGENCY OF
THE CITY OF BRENTWOOD, a public body corporate and politic ("Agency"), the CITY OF
BRENTWOOD, a municipal corporation ("City") and MERCY HOUSING CALIFORNIA XII,
a California limited partnership ("Mercy").



                                         RECITALS

        The following recitals are a substantive part of this Agreement; capitalized terms used
herein and not otherwise defined are defined in Section 100 of this Agreement:

       A.      Mercy is the owner of that approximately eight acre parcel located at the northeast
corner of Sand Creek Road and Shady Willow Road in the City of Brentwood, as depicted on the
Site Map attached hereto as Attachment No. 1 and described in the Site Legal Description
attached hereto as Attachment No. 2 (the "Site").

       B.    Mercy desires to develop a 96-unit affordable family apartment project known as
Villa Amador on the Site (the "Project").

        C.      Agency, City and Mercy desire to enter into this Agreement to set forth the terms
and conditions relating to: (i) Mercy's development, use and operation of the affordable Project;
and (ii) the disbursement of Agency and City loans to Mercy in order to make it economically
feasible for Mercy to develop the Project.

       D.      Agency desires to enter into this Agreement because, pursuant to the Community
Redevelopment Law and the Redevelopment Plan, the Project will provide affordable housing in
the community. The Agency is authorized and empowered under the Community
Redevelopment Law and the Redevelopment Plan to use its Low and Moderate Income Housing
Fund for the purpose of increasing the community's supply of low and moderate income housing.

        E.      City desires to enter into this Agreement because (1) pursuant to the City's
Inclusionary Housing Ordinance, it will assist in the construction of very low-, low- and
moderate-income dwelling units and (2) it requires Mercy to comply with a condition to provide
a needed traffic signal on an expedited basis. City is authorized to disburse funds from its
Housing Trust Fund for such purposes.

        F.      The fulfillment of this Agreement is in the vital and best interests of the City and
the health, safety and welfare of its residents and in accord with the provisions of applicable
federal, state and local law.




805856v5 80087/0017                               1
                                      AGREEMENT

        NOW, THEREFORE, Agency, City and Mercy hereby agree as follows:

100.    DEFINITIONS; REPRESENTATIONS AND WARRANTIES

        101.    Definitions.

     "Affiliate of Mercy" means an entity or entities, in which Mercy Housing, Inc. is the sole
member.

       "Affordable Housing Covenant" means the Affordable Housing Covenant to be
recorded against the Site as provided in Section 301 in the form attached hereto as Attachment
No. 6 and incorporated herein.

        "Affordable Unit(s)" is defined in Section 301 hereof.

       "Agency" means the Redevelopment Agency of the City of Brentwood, a public body,
corporate and politic, exercising governmental functions and powers and organized and existing
under Chapter 2 of the Community Redevelopment Law of the State of California, and any
assignee of or successor to its rights, powers and responsibilities.

        "Agency Deed of Trust" is defined in Section 402 hereof.

        "Agency Loan" is defined in Section 402 hereof.

        "Agency Note" is defined in Section 402 hereof.

        "Agreement" means this Loan Agreement between Agency, City and Mercy.

        "Certificate of Completion" means the document which evidences Mercy's satisfactory
completion of construction and installation of the Improvements, as set forth in Section 213
hereof, in the form attached hereto as Attachment No. 5 and incorporated herein.

        "City" means the City of Brentwood, a California municipal corporation.

        "City Deed of Trust" is defined in Section 402 hereof.

        "City Loan" is defined in Section 402 hereof.

        "City Note" is defined in Section 402 hereof.

        "Claims" is defined in Section 209 hereof.

        "Condition 58" is defined in Section 201.1.

        "Conditions Precedent to Disbursement of Loans" is defined in Section 404 hereof.

        "Community Redevelopment Law" means the Community Redevelopment Law of the


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State of California (Health and Safety Code Section 33000, et seq.).

        "Date of Agreement" means the date first set forth above.

        "Default" means the failure of a party to perform any action or covenant required by this
Agreement within the time periods provided herein following notice and opportunity to cure, as
set forth in Section 501 hereof.

       "Fair Market Value" means the value of the Site, as established by a qualified licensed
appraiser acceptable to Agency and/or City and Mercy.

        "Financing" is defined in Section 401 hereof.

        "First Disbursement" is defined in Section 403 hereof.

        "Governmental Requirements" means all laws, ordinances, statutes, codes, rules,
regulations, orders and decrees, of the United States, the State of California, the County of
Contra Costa, the City, or any other political subdivision in which the Site is located, and of any
other political subdivision, agency or instrumentality exercising jurisdiction over Agency, City,
Mercy or the Site.

          "Hazardous Materials" means any substance, material, or waste which is or becomes
regulated by any local governmental authority, the State of California, or the United States
Government, including, but not limited to, any material or substance which is: (i) defined as a
"hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Sections
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter
6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a "hazardous
material," "hazardous substance," or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls;
(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to
Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix)
designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C.
§1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and
regulations now exist or may hereafter be amended.

      "Housing Trust Fund" means the fund created by Section 17.725.007 of the Brentwood
Municipal Code, in which in-lieu fees from implementation of the City's Inclusionary Housing
Ordinance are deposited.

        "Improvements" means the 96-unit family apartment project consisting of at least 94


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Affordable Units, and appurtenant on-site and off-site improvements to be constructed and
installed by Mercy as set forth herein and in the Scope of Development.

      "Inclusionary Housing Ordinance" means Ordinance No. 790 adopted by the City of
Brentwood on January 11, 2005, and codified as Chapter 17.725 of the Brentwood Municipal
Code.

        "Loans" is defined in Section 402 hereof.

      "Low and Moderate Income Housing Fund" means the Agency's low and moderate
income housing fund, as established pursuant to Health and Safety Code Section 33334.3.

        "Memorandum of Agreement" is defined in Section 604 hereof.

        "Notice" shall mean a notice in the form prescribed by Section 601 hereof.

       "Mercy" means Mercy Housing California XII, a California limited partnership, or its
permitted assignee or transferee.

        "Project" means the Site and the Improvements to be constructed by Mercy on the Site as
set forth herein.

        "Redevelopment Plan" means the Merged Redevelopment Plan for the North Brentwood
Redevelopment Project and the Brentwood Redevelopment Project, adopted on May 9, 2000, by
Ordinance No. 632 of the City Council of the City on Brentwood, as amended, and incorporated
herein by reference.

       "Redevelopment Project" means the Merged Redevelopment Project, adopted by the
City pursuant to the Redevelopment Plan.

        "Schedule of Performance" means the Schedule of Performance attached hereto as
Attachment No. 3 and incorporated herein, setting out the dates and/or time periods by which
certain obligations set forth in this Agreement must be accomplished.

       "Scope of Development" means the Scope of Development attached hereto as
Attachment No. 4 and incorporated herein, which describes the scope, amount and quality of the
work of Improvements to be constructed and installed by the Mercy.

        "Second Disbursement" is defined in Section 403 hereof.

        "Site" is defined in Recital A.

       "Site Legal Description" means the description of the Site attached hereto as Attachment
No. 2 and incorporated herein.

       "Site Map" means the map of the Site attached hereto as Attachment No. 1 and
incorporated herein.

        "Traffic Signal" is defined in Section 201.1.


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        102.    Representations and Warranties.

                102.1. Agency Representations. Agency represents and warrants to Mercy as
follows:

                        a.      Authority. Agency is a public body, corporate and politic,
existing pursuant to the California Community Redevelopment Law (California Health & Safety
Code Section 33000, et seq.), which has been authorized to transact business pursuant to action
of the City. Agency has full right, power and lawful authority to perform its obligations
hereunder and the execution, performance and delivery of this Agreement by Agency has been
fully authorized by all requisite actions on the part of Agency.

                       b.     No Conflict. To the best of Agency's knowledge, Agency's
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which Agency is a party or by
which it is bound.

               Until the expiration or earlier termination of this Agreement, Agency shall, upon
learning of any fact or condition that would cause any of the warranties and representations in
this Section 102.1 not to be true, immediately give written notice of such fact or condition to
Mercy.

                102.2. City's Representations. City represents and warrants to Mercy as
follows:

                       a.      Authority. City is a municipal corporation of the State of
California, which has been authorized to transact business by law. City has full right, power and
lawful authority to perform its obligations hereunder and the execution, performance and
delivery of this Agreement by City has been fully authorized by all requisite actions on the part
of City.

                     b.       No Conflict. To the best of City's knowledge, City's execution,
delivery and performance of its obligations under this Agreement will not constitute a default or
a breach under any contract, agreement or order to which City is a party or by which it is bound.

               Until the expiration or earlier termination of this Agreement, City shall, upon
learning of any fact or condition that would cause any of the warranties and representations in
this Section 102.2 not to be true, immediately give written notice of such fact or condition to
Mercy.

                102.3. Mercy's Representations. Mercy represents and warrants to Agency as
follows:

                      a.      Authority. Mercy is a duly organized California limited
partnership organized and in good standing under the laws of the State of California. The copies
of the documents evidencing the organization of Mercy delivered to Agency are true and
complete copies of the originals, as amended to the Date of Agreement. Mercy has full right,
power and lawful authority to undertake all obligations as provided herein and the execution,


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performance and delivery of this Agreement by Mercy has been fully authorized by all requisite
actions on the part of Mercy.

                       b.     No Conflict. To the best of Mercy's knowledge, Mercy's
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which Mercy is a party or by which
it is bound.

                       c.      No Bankruptcy. Mercy is not the subject of any bankruptcy
proceeding.

                       d.      Ownership of the Site. Mercy is the fee owner of the Site.

               Until the expiration or earlier termination of this Agreement, Mercy shall, upon
learning of any fact or condition that would cause any of the warranties and representations in
this Section 102.3 not to be true, immediately give written notice of such fact or condition to
Agency.

           102.4. Prohibition Against and Limitations on Change in Ownership,
Management and Control of Mercy.

                        a.      General. The qualifications and identity of Mercy are of
particular concern to the Agency and City. It is because of the demonstrated qualifications and
identity that the Agency and City have entered into this Agreement with Mercy. No voluntary or
involuntary successor in interest of Mercy shall acquire any interest in the Site or the Project nor
any rights or powers under this Agreement, except as expressly set forth herein. It is expressly
stipulated and agreed that any assignment, sale, transfer or other disposition of the Project or the
Site, or any portion(s) thereof or interest(s) therein or of any rights or powers under this
Agreement in violation of this Section 102.4 shall be null, void and without effect, shall cause a
reversion of title to Mercy, and shall be ineffective to relieve Mercy of its obligations under this
Agreement and the Affordable Housing Covenant.

                         b.      Prior to Issuance of Certificate of Completion. Prior to issuance
of the Certificate of Completion, Mercy shall not assign or transfer this Agreement, the Project
or the Site, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder without the
prior written approval of the Agency's Executive Director and City's City Manager. The
Agency's Executive Director and City's City Manager shall have the right to disapprove any
transfer, assignment or refinancing, which would diminish or otherwise impair the ability of
Mercy to fulfill all its duties and obligations under this Agreement.

                        c.      Following Issuance of Certificate of Completion. Following
issuance of the Certificate of Completion, Mercy shall not assign or transfer this Agreement, the
Project or the Site, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder
without the prior written approval of the Agency's Executive Director and City's City Manager,
which approval shall not be unreasonably withheld or delayed, and shall be granted upon Agency
and City's receipt of evidence acceptable to Agency and City that the following conditions have
been satisfied:



805856v5 80087/0017                               6
                              1.      Mercy is not in Default under this Agreement or the
Affordable Housing Covenant, or the purchaser or assignee agrees to undertake to cure any
Defaults or violations of Mercy to the reasonable satisfaction of Agency and City.

                             2.      The continued operation of the Project shall comply with
the provisions of this Agreement and the Affordable Housing Covenant.

                                3.      Either (i) the purchaser or assignee or its property manager
has at least three year's experience in the ownership, operation and management of similar size
rental housing projects, and at least one year's experience in the ownership, operation and
management of rental housing projects containing below-market-rate units, without any record of
material violations of discrimination restrictions or other state or federal laws or regulations or
local governmental requirements applicable to such projects, or (ii) the purchaser or assignee
agrees to retain a property management firm with the experience and record described in
subclause (i) above, or (iii) Mercy or its management company will continue to manage the
Project for at least one year following such transfer and during such period will provide training
to the purchaser or assignee and its manager in the responsibilities relating to the Affordable
Units.

                               4.     The person or entity which is to acquire the Project does
not have pending against it, and does not have a history of significant and material building code
violations or complaints concerning the maintenance, upkeep, operation and regulatory
agreement compliance of any of its projects as identified by any local, state or federal regulatory
agencies.

                              5.      The proposed purchaser or assignee enters into a written
assignment, assumption and release of assignor agreement in a form and content reasonably
satisfactory to Agency and City's legal counsel, agreeing to be bound by and to perform and
observe all terms, covenants and conditions of Mercy under this Agreement (including all
attachments hereto) and to assume all obligations of Mercy thereunder, and, if requested by
Agency or City, provides an opinion of such purchaser or assignee's counsel to the effect that this
Agreement and the Affordable Housing Covenant, and, unless the Loans are paid in full by
Mercy prior to such assignment, the Agency Note, the Agency Deed of Trust, the City Note and
the City Deed of Trust are valid, binding and enforceable obligations of such purchaser or
assignee, subject to bankruptcy and other standard limitations affecting creditor's rights.

                      d.      Pre-Approved Transfers. Notwithstanding any other provision
of this Agreement to the contrary, Agency and City approval of a transfer or assignment of this
Agreement, the Project, or the Site or any interest therein shall not be required in connection with
any of the following:

                                1.     Subject to Mercy submitting the assignment, assumption
and release agreement referred to above and the approval of such agreement by the Agency and
City, which approvals shall not be unreasonably withheld, any transfer or assignment of the
Project or any interest therein to an Affiliate of Mercy.




805856v5 80087/0017                              7
                              2.      The granting of temporary or permanent easements or
permits to facilitate development of the Project.

                              3.     Any assignment for the purpose of obtaining and securing
the Financing, as contemplated by Section 401 below, including the grant of a deed of trust,
assignment of rents and security agreement to secure the funds necessary for the Financing.

                              4.      A transfer which combined with any and all previous or
simultaneous transfers represents less than fifty percent (50%) of the equity or beneficial interest
of Mercy, provided such transfer does not cause a material change in the rights to manage and
control Mercy.

                             5.      The rental, in the ordinary course of business, of the
Affordable Units, provided such rental is in accordance with the terms of this Agreement and the
Affordable Housing Covenant.

                               6.     The admission of any new non-managing investor limited
partner to Mercy.

                               7.     The transfer of any limited partnership interests in Mercy.

                              8.     Subject to the submission of the assignment, assumption
and release agreement referred to above and the approval of such agreement by the Agency and
City, which approvals shall not be unreasonably withheld, the removal of the general partner of
Mercy due to a default under Mercy's partnership agreement, provided that any successor general
partner has been approved by City and Agency in their reasonable discretion.

                In the event of an assignment or transfer by Mercy under the above Subsections
102.4(d)1 through 102.4(d)8, inclusive, not requiring the Agency and City's prior approval,
Mercy nevertheless agrees that it shall give at least fifteen (15) days prior written Notice to
Agency and City of such assignment or transfer. In addition, Agency and City shall be entitled
to review such documentation as may be reasonably required by the Agency's Executive Director
and City's City Manager for the purpose of determining compliance of such assignment or
transfer with the requirements of Subsections 102.4(d)1 through 102.4(d)8, inclusive.

200.    DEVELOPMENT OF THE SITE

        201. Scope of Development. The Project shall be developed and the Improvements
shall be constructed and installed in accordance with the terms and provisions of this Agreement
and the following approvals which have been granted, and as may be amended or extended, by
the City and its component agencies: DR01-43 and CUP02-17, as extended by Planning
Commission Resolutions 04-24 and 05-23 (the "City Approvals"). All such work shall be
performed by a licensed contractor(s).

              201.1. Traffic Signal. Condition Number 58 of Planning Commission
Resolution 05-23 ("Condition 58") requires Mercy to construct a traffic signal at the corner of
Sand Creek and Shady Willow (the "Traffic Signal"). City and Mercy agree that (a) Mercy will
comply with Condition 58 as a condition of the Second Disbursement and prior to construction


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of the Project, and (b) City, rather than Mercy, will construct the Traffic Signal, Mercy will
reimburse City the sum of $200,000.00 for such construction as a traffic mitigation payment, and
such reimbursement shall constitute full compliance with Condition 58. Such payment shall be
made to City within ten days of the First Disbursement. City shall complete design, installation
and construction of the Traffic Signal within eighteen months of the receipt of the payment.

       202. Schedule of Performance. Mercy shall commence and complete construction of
the Improvements and satisfy all other obligations and conditions of this Agreement within the
times established in the Schedule of Performance, subject to the provisions of Section 602
hereof. Construction shall be deemed commenced when Mercy has commenced excavation and
grading of the Site.

       203. Cost of Construction. All the costs of Site preparation, planning, designing and
constructing the Improvements and developing the Project on the Site shall be borne solely by
Mercy.

         204. Insurance Requirements. Mercy shall take out and maintain or shall cause its
contractor to take out and maintain throughout the term of this Agreement, a commercial general
liability policy in the amount of Two Million Dollars ($2,000,000.00) combined single limit, or
such other policy limit as the Agency and City may approve at their discretion, including
contractual liability, as shall protect Mercy, City and Agency from claims for such damages.
Such policy or policies shall be written on an occurrence form. Mercy shall also obtain and
maintain throughout the term of this Agreement a comprehensive automobile liability policy in
the amount of Two Million Dollars ($2,000,000.00), combined single limit, and builder's all-risk
insurance in an amount not less than the full insurable value of the Improvements on a
replacement cost basis and shall furnish or cause to be furnished to the Agency and City
evidence satisfactory to both Agency and City that Mercy and any contractor with whom it has
contracted for the performance of work on the Site or otherwise pursuant to this Agreement
carries workers' compensation insurance as required by law. Companies writing the insurance
required hereunder shall be licensed to do business in the State of California. Insurance is to be
placed with insurers with a current A.M. Best's rating of no less than A:VII. Mercy shall furnish
a notarized certificate of insurance countersigned by an authorized agent of the insurance carrier
on a form reasonably approved by the Agency and City setting forth the general provisions of the
insurance coverage. This countersigned certificate shall name the City, Agency and their
respective officers, agents, employees, volunteers and representatives as additionally insured
parties under the policy, and the certificate shall be accompanied by a duly executed
endorsement evidencing such additional insured status. The certificate and endorsement by the
insurance carrier shall contain a statement of obligation on the part of the carrier to notify City
and Agency of any material change, cancellation or termination of the coverage at least thirty
(30) days in advance of the effective date of any such material change, cancellation or
termination. Coverage provided hereunder by Mercy shall be primary insurance and shall not be
contributing with any insurance, self-insurance or joint self-insurance maintained by the Agency
or City, and the policy shall contain such an endorsement. The insurance policy or the
endorsement shall contain a waiver of subrogation for the benefit of the City and the Agency.
The required certificate shall be furnished by Mercy to Agency and City within the time
provided in the Schedule of Performance.



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        205. City and Other Governmental Agency Permits. Mercy shall secure, or cause
to be secured, any and all permits or entitlements, in addition to the City Approvals, that may be
required by City or any other governmental agency affected by or which has jurisdiction over the
construction of the Project.

         206. Rights of Access During Construction. Prior to the issuance of a Certificate of
Completion, for purposes of assuring compliance with this Agreement, representatives of the
Agency and the City shall have the right of access to the Site, without charges or fees, at normal
construction hours during the period of construction for the purposes of this Agreement,
including but not limited to, the inspection of the Project and the work of Improvements, so long
as the Agency, City or their representatives comply with all safety rules. The Agency and City
(or their representatives) shall, except in emergency situations, notify Mercy prior to exercising
its rights pursuant to this Section 206. Nothing herein shall be deemed to limit the ability of the
City to conduct code enforcement and other administrative inspections of the Site in accordance
with applicable law.

        207. Antidiscrimination During Construction. Mercy, for itself, and its successors
and assigns, agrees that in the construction of Improvements on the Site, Mercy will not
discriminate against any employee or applicant for employment because of race, color, creed,
religion, sex, marital status, ancestry or national origin.

       208. Compliance With Laws. Mercy shall carry out the work of the Improvements in
conformity with all applicable laws, including Public Contract Code requirements; City zoning
and development standards; building, plumbing, mechanical and electrical codes; all other
provisions of the City's Municipal Code; and all applicable disabled and handicapped access
requirements, including the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq.,
Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the
Unruh Civil Rights Act, Civil Code Section 51, et seq.

        209. Prevailing Wages. Mercy acknowledges and agrees that the Improvements
constitute construction, alteration, demolition, installation, or repair work done under contract
and paid for in whole or in part out of public funds under California Labor Code Section
1720(b)(3). Developer shall comply with all requirements of the Department of Industrial
Relations in accordance with the California Labor Code, and all other applicable federal, state
and local laws and regulations pertaining to labor standards and payment of prevailing wages
(collectively, "Prevailing Wage Laws"). Mercy shall (i) require its contractors and
subcontractors to submit certified copies of payroll records to Mercy; (ii) maintain complete
copies of such certified payroll records; and (iii) make such records available to Agency, City
and their designees for inspection and copying during regular business hours at the Site or at
another location within the City of Brentwood.

        Mercy shall defend, indemnify and hold harmless Agency, City and their officers,
employees, volunteers, agents and representatives from and against any and all present and
future causes of action, claims, liabilities, obligations, damages, fines, penalties, judgments,
actions or expenses (including attorney fees) (collectively, the "Claims"), arising out of or in any
way connected with Mercy's obligation to comply with all Governmental Requirements,
including all Claims that may be made by contractors, subcontractors or other third party


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claimants pursuant to Labor Code Sections 1726 and 1781, as amended and added by Senate
Bill 966.
        Mercy hereby waives, releases and discharges forever Agency and the City, and its and
their employees, officers, volunteers, agents and representatives, from any and all present and
future Claims arising out of or in any way connected with Mercy's obligation to comply with all
Prevailing Wage Laws in connection with the work of the Improvements.
      Mercy is aware of and familiar with the provisions of Section 1542 of the California Civil
Code which provides as follows:
                A general release does not extend to claims which the creditor does
                not know or suspect to exist in his favor at the time of executing
                the release, which if known by him must have materially affected
                his settlement with the debtor.

        As such relates to this Section 209, Mercy hereby waives and relinquishes all rights and
benefits which it may have under Section 1542 of the California Civil Code.
        210. Taxes and Assessments. Mercy shall pay prior to delinquency all ad valorem
real estate taxes and assessments on the Site, subject to Mercy's right to contest in good faith any
such taxes. Mercy shall remove or have removed any levy or attachment made on the Site or any
part thereof, or assure the satisfaction thereof within thirty (30) days following the date of
attachment or levy.

        211. Liens and Stop Notices. Mercy shall not allow to be placed on the Site or any
part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded
affecting the Project, Mercy shall within thirty (30) days of such recording or service:

                       a.     pay and discharge the same;

                     b.     affect the release thereof by recording and delivering to the
Agency and City a surety bond in sufficient form and amount; or

                      c.      provide the Agency and City with other assurance which the
Agency and City deem, in their sole discretion, to be satisfactory for the payment of such lien or
bonded stop notice and for the full and continuous protection of Agency and City from the effect
of such lien or bonded stop notice.

        212. Right of the Agency and City to Satisfy Other Liens on the Site. After Mercy
purchases the Site and prior to the completion of construction of the Improvements, and after
Mercy and its limited partner have had written Notice and has failed after a reasonable time, but
in any event not more than sixty (60) days, to challenge, cure, adequately bond against, or satisfy
any liens or encumbrances on the Site which are not otherwise permitted under this Agreement,
the Agency and City shall have the right, but not the obligation, to satisfy any such liens or
encumbrances without further notice to Mercy. In such event, Mercy shall be liable for and the
Agency and/or City shall be entitled to reimbursement by Mercy for such paid lien or
encumbrance.




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        213. Certificate of Completion. Following Mercy's completion of the work of
construction and installation of the Improvements on the Site in conformity with this Agreement,
and within the time set forth in the Schedule of Performance, the Agency and City shall furnish
Mercy with a "Certificate of Completion" substantially in the form of Attachment No. 5 attached
hereto. The Agency and City shall not unreasonably withhold such Certificate of Completion.
The Certificate of Completion shall be conclusive determination of satisfactory completion of the
work of construction and installation of the Improvements on the Site and the Certificate of
Completion shall so state. Any party then owning or thereafter purchasing, leasing or otherwise
acquiring any interest in the Site shall not (because of such ownership, purchase, lease or
acquisition) incur any obligation or liability under this Agreement except for those continuing
covenants as set forth in Section 306 of this Agreement.

         If the Agency and City refuse or fail to furnish the Certificate of Completion, the Agency
and City shall, within thirty (30) days after Mercy's written request therefor, provide Mercy with
a written statement of the reasons the Agency and City refused or failed to furnish the Certificate
of Completion. The statement shall also contain the Agency and City's opinion of the actions
Mercy must take to obtain the Certificate of Completion. Agency and City's failure to provide
such a written statement within such thirty (30) day period shall be deemed approval of Mercy's
request for issuance of the Certificate of Completion, provided Mercy (i) has included a
statement to that effect in its written request to the Agency and City, (ii) has provided copies of
said written request to Agency counsel and the City of Brentwood City Attorney at the addresses
listed in Section 601, and (iii) has provided in a timely manner all other information reasonably
requested by the Agency and City in connection with Mercy's request. The Certificate of
Completion shall not constitute evidence of payment of the Loans or compliance with or
satisfaction of any obligation of Mercy to any holder of any mortgage, or any insurer of a
mortgage securing money loaned to finance the work of Improvements, or any part thereof. The
Certificate of Completion is not a notice of completion as referred to in Section 3093 of the
California Civil Code.

        214.    Mortgage, Deed of Trust, Sale and Lease-Back Financing.

               214.1. Holder Not Obligated to Construct Improvements. The holder of any
mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions
of this Agreement to construct or complete the Improvements or to guarantee such construction
or completion. Nothing in this Agreement shall be deemed to or be construed to permit or
authorize any such holder to devote the Site to any uses or to construct any improvements
thereon other than those uses or Improvements provided for or authorized by this Agreement.

                  214.2. Notice of Default to Mortgagee or Deed of Trust Holders; Right to
Cure. With respect to any mortgage or deed of trust granted by Mercy as provided herein,
whenever the Agency or City shall deliver any notice or demand to Mercy with respect to any
breach or default by Mercy hereunder, the Agency or City shall at the same time deliver to each
holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such
notice or demand. No notice of default shall be effective as to the holder unless such notice is
given. Each such holder shall (insofar as the rights of the Agency or City are concerned) have
the right, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy or
commence to cure or remedy any such default and to add the cost thereof to the mortgage debt


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and the lien of its mortgage. In the event possession of the Site (or portion thereof) is required to
effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied if it
commences the proceedings necessary to obtain possession thereof within sixty (60) days,
diligently pursues such proceedings to completion, and, after obtaining possession, diligently
completes such cure or remedy. Nothing in this Agreement shall be deemed to permit or
authorize such holder to undertake or continue the construction or completion of the
Improvements (beyond the extent necessary to conserve or protect the Improvements or
construction already made) without first having expressly assumed Mercy's obligations to the
Agency and City by written agreement satisfactory to the Agency and City. Any such holder
properly completing the Improvements shall be entitled, upon compliance with the requirements
of Section 214 of this Agreement, to a Certificate of Completion. For purposes of this Section
214.2 only, the term "holder" shall include Mercy's investor limited partner, so long as City and
Agency are duly informed in writing of the name and notice address of the investor limited
partner pursuant to Section 601.

                 214.3. Right of Agency and City to Cure Mortgage or Deed of Trust Default.
If a mortgage or deed of trust default or breach by Mercy occurs prior to the completion of the
construction of the Improvements, and the holder of any mortgage or deed of trust has not
exercised its option to cure the default, the Agency and/or City may cure the default, without
acceleration of the subject loan, following prior Notice thereof to Mercy. In such event, Mercy
shall be liable for and the Agency and/or City shall be entitled to reimbursement from Mercy of
all costs and expenses associated with and attributable to the curing of the mortgage or deed of
trust default or breach of this Agreement by Mercy and incurred by the Agency and/or City in
curing such default. The Agency and/or City shall also be entitled to record a lien upon the Site
to the extent of such incurred costs and disbursements. Any such lien shall be subject to prior
encumbrances and deeds of trust. If the ownership of the Site has vested in the holder, the
Agency and/or City, if it so desires, may elect to purchase the Site from the holder upon such
terms as are mutually acceptable to the Agency, City and the holder.

        215. Condition of the Site. Mercy shall take all necessary precautions to prevent the
release into the environment of any Hazardous Materials that are located in, on or under the Site.
Such precautions shall include compliance with all Governmental Requirements with respect to
Hazardous Materials. In addition, Mercy shall install and utilize such equipment and implement
and adhere to such procedures as are consistent with the standards prevailing in the industry, to
the extent such standards exceed applicable Governmental Requirements, as respects the
disclosure, storage, use, removal and disposal of Hazardous Materials. Mercy shall cause each
release of Hazardous Materials in, on or under the Site to be remediated in accordance with all
Governmental Requirements.

        Mercy agrees to indemnify, defend and hold Agency, City and their officers, employees,
volunteers, agents and representatives harmless from and against any and all Claims, resulting
from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or
disposal of any Hazardous Materials on, under, in or about, or the transportation of any such
Hazardous Materials to or from, the Site, or (ii) the violation, or alleged violation, of any statute,
ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation,
release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or
about, to or from, the Site, caused by Mercy or any of Mercy's predecessors in interest. This


805856v5 80087/0017                              13
indemnity shall include any damage, liability, fine, penalty, parallel indemnity, cost or expense
arising from or out of any claim, action, suit or proceeding for bodily injury (including sickness,
disease or death), tangible or intangible property damage, compensation for lost wages, business
income, profits or other economic or consequential loss, damage to the natural resource or the
environment, nuisance, contamination, leak, spill, release or other adverse effects on the
environment.

300.    COVENANTS, RESTRICTIONS AND AGREEMENTS

         301. Use Covenants; Affordable Housing Covenant. Mercy covenants and agrees
for itself, its successors, its assigns and every successor in interest that the Site shall be used for
affordable housing purposes and that at least 94 of the dwelling units to be constructed on the
Site (the "Affordable Unit(s)") shall be rented to very low- and extremely low-income
households, all in accordance with the terms of the Affordable Housing Covenant, attached
hereto as Attachment No. 6, the uses specified in the Redevelopment Plan and this Agreement
for the period of time specified in Section 306, below. The foregoing covenant shall run with the
land. The Affordable Housing Covenant shall be executed and delivered by Mercy to Agency
and City in accordance with the Schedule of Performance.

         302. Maintenance Covenants. Mercy shall maintain in first-class condition and in
accordance with the custom and practice generally applicable to apartment projects in Contra
Costa County, the private improvements and public improvements and landscaping to the
curbline(s) on and abutting the Site. Said improvements shall include, but not be limited to,
buildings, sidewalks, pedestrian lighting, landscaping, irrigation of landscaping, architectural
elements identifying the Site and any and all other improvements on the Site and in the public
right-of-way to the nearest curbline(s) abutting the Site. To accomplish the maintenance, Mercy
shall either staff or contract with and hire licensed and qualified personnel to perform the
maintenance work, including the provision of labor, equipment, materials, support facilities, and
any and all other items necessary to comply with the requirements of this Agreement. The
maintenance covenants and obligations set forth in this Section 302 shall remain in effect for the
period of time specified in Section 306, below.

        303. Obligation to Refrain from Discrimination. Mercy covenants by and for itself
and any successors in interest that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, marital status, national
origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Site, nor shall Mercy itself or any person claiming under or through them establish or permit
any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the
Site. The foregoing covenants shall run with the land.

        304. Form of Nondiscrimination and Nonsegregation Covenants. All deeds, leases
or contracts for the rental, sale or lease of the Site shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:

                         a.     In deeds. "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or


805856v5 80087/0017                               14
through them, that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land
herein conveyed, nor shall the grantee or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land."

                         b.     In leases. "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following
conditions: that there shall be no discrimination against or segregation of any person or group of
persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry
in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises
herein leased nor shall the lessee himself or herself, or any person claiming under or through him
or her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the premises herein leased."

                        c.      In contracts. "There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed, religion, sex,
marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person
claiming under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees or vendees of the premises."

        305. Rights of Access. For purposes of assuring compliance with this Agreement for
the time periods set forth in section 306 below, representatives of the Agency and the City shall
have the right of access to the Site, without charges or fees, at normal business hours. The
Agency and City (or their representatives) shall, except in emergency situations, notify Mercy
prior to exercising its rights pursuant to this Section 305. Nothing herein shall be deemed to
limit the ability of the City to conduct code enforcement and other administrative inspections of
the Site in accordance with applicable law.

        306. Effect of Violation of the Terms and Provisions of this Agreement After
Completion of Construction. Both the Agency and City are deemed to be the beneficiaries of
the terms and provisions of this Agreement and of the covenants running with the land, for and in
its own right and for the purposes of protecting the interests of the community and other parties,
public or private, in whose favor and for whose benefit this Agreement and the covenants
running with the land have been provided, without regard to whether the Agency has been,
remains or is an owner of any land or interest therein in the Site or in the Redevelopment Project.
Both the City and Agency shall have the right, if the Agreement or covenants are breached, to
exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other
proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries
of this Agreement and covenants may be entitled. Unless otherwise specifically provided, the



805856v5 80087/0017                               15
covenants contained in this Agreement shall remain in effect until the issuance of the Certificate
of Completion for the completion of the work of Improvements, except for the following:

                       a.      The covenants pertaining to use and maintenance of the Site and
all improvements thereon, as set forth in Sections 301 and 302, shall remain in effect for fifty-
five (55) years from the date of recordation of the Affordable Housing Covenant.

                       b.      The covenants against discrimination, as set forth in Sections 303
and 304, shall remain in effect in perpetuity.

                      c.      The covenants pertaining to assignment or transfer of this
Agreement, the Project or the Site set forth in Section 102.4(c) shall remain in effect for the
duration of the Affordable Housing Covenant.

400.    LOANS

       401. Mercy's Financing. In additions to the Loans described in Section 402 below,
Mercy intends to finance the development of the Project with the following loans, grants and
contributions (collectively, the "Financing"):

                         1. Low Income Housing Tax Credit investor capital contribution in the
                            approximate amount of $15,434,364.00;

                         2. Loan from California Housing Finance Authority in the amount of
                            $4,450,000.00 ("CalHFA Loan");

                         3. Loan from Department of Housing and Community Development
                            through Multifamily Housing Program in the amount of
                            $7,669,571.00 ("MHP Loan");

                         4. Loan from the California State Department of Housing and
                            Community Development Joe Serna, Jr. Farmworker Housing
                            Program in the amount of $900,000.00 ("Farmworker Loan");

                         5. Grant from the California State Department of Housing and
                            Community Development Joe Serna, Jr. Farmworker Housing
                            Program in the amount of $999,411.00;

                         6. Loan of Contra Costa County HOME funds in the amount of
                            $2,000,000 ("HOME Loan");

                         7. Construction loan from Bank of America in the amount of
                            $21,880,000.00 ("Construction Loan");

                         8. General partner capital contribution in the approximate amount of
                            $400,00.00; and

                         9. Deferred developer fee in the approximate amount of $105,000.00


805856v5 80087/0017                              16
        402. Agency and City Loans. In consideration of Mercy's obligations hereunder,
including, without limitation, Mercy's obligations to construct the Improvements, to comply with
Condition 58 as provided in Section 201.1 below and to provide Affordable Units on the Site,
and subject to the terms and conditions of this Agreement, including, without limitation, Mercy's
fulfillment of the conditions precedent to disbursement of the Agency and City Loans, as set
forth in Section 404 below, the Agency agrees to loan Mercy an amount equal to $1,400,000.00
(the "Agency Loan") and the City agrees to loan Mercy an amount equal to $600,000.00 (the
"City Loan") to assist Mercy in the payment of development fees, such as building, engineering,
water, wastewater, roadway and other fees and a traffic mitigation payment. Mercy shall execute
and deliver a promissory note to Agency in the form attached hereto as Attachment No. 8 (the
"Agency Note"). The Agency Note shall be secured by a deed of trust (the "Agency Deed of
Trust") to be recorded against the Site in the form attached hereto as Attachment No. 10. Mercy
shall execute and deliver a promissory note to City in the form attached hereto as Attachment
No. 9 (the "City Note"). The City Note shall be secured by a deed of trust (the "City Deed of
Trust") to be recorded against the Site in the form attached hereto as Attachment No. 11. The
Agency Loan shall be provided to Mercy from Agency's Low- and Moderate Income Housing
Fund. The City Loan shall be provided to Mercy from the City's Housing Trust Fund. The
Agency Loan and the City Loan may hereinafter be collectively referred to as the "Loans."

        403. Disbursement of Loans. The Loans shall be disbursed in two disbursements,
with funds from the Agency Loan to be disbursed first, followed by funds from the City Loan.
The first disbursement shall be used for a traffic mitigation payment to the City and shall equal
$200,000.00 (the "First Disbursement"). The second disbursement shall be used for paying
development fees, such as building, engineering, water, wastewater, roadway and other fees and
shall not exceed $1,800,000.00 (the "Second Disbursement"). Upon satisfaction or waiver of
each and all of the Conditions Precedent to Disbursement of Loans as set forth in Section 404
below, Agency and/or City shall disburse the applicable loan disbursement to Mercy.

        404. Conditions Precedent to Disbursement of Loans. Each of Agency's and City's
obligations to disburse the Loans are conditioned upon the satisfaction or waiver by the Agency
and City of each and all of the conditions precedent described below ("Conditions Precedent to
Disbursement of Loans"), which are solely for the benefit of the Agency and City, and which
shall be fulfilled or waived by the time periods provided for herein:

               404.1. No Default. Subject to the expiration of any applicable cure period,
Mercy shall not be in default of any of its obligations under the terms of this Agreement, and all
representations and warranties of Mercy contained herein shall be true and correct.

               404.2. Execution of Loan Documents. Mercy shall have executed the City Note
and Agency Note and executed and acknowledged the Agency Deed of Trust and City Deed of
Trust in recordable format.

              404.3. Execution of Other Documents. Mercy shall have executed and
acknowledged the Memorandum of Agreement and the Affordable Housing Covenant in
recordable format.




805856v5 80087/0017                             17
                404.4. Recordation of Documents. The Agency Deed of Trust, City Deed of
Trust, Memorandum of Agreement and Affordable Housing Covenant shall have been recorded
against the Site in the Contra Costa County Recorder's Office.

               404.5. Insurance. Mercy shall have furnished Agency and City with evidence of
the insurance coverage required under section 204.

               404.6. Lender's Policy of Title Insurance. A title insurer reasonably acceptable
to the City and Agency shall be unconditionally and irrevocably committed to issuing a CLTA
Lender's policy of title insurance insuring City in the principal amount of the City Loan, Agency
in the amount of the Agency Loan and the validity and priority of the Agency Deed of Trust and
City Deed of Trust as a lien upon the Site, subject only to matters of record approved by City
and/or Agency in writing (including section 405 below) and showing fee simple title to the Site
in the name of Mercy.

                404.7. Financing. Mercy shall have provided evidence satisfactory to Agency
and City or otherwise have demonstrated to Agency and City, in their sole and absolute
discretion, that Mercy has obtained, or has a firm commitment to obtain, the Financing.

               404.8. Approvals and Permits. With respect to the Second Disbursement,
Mercy shall have obtained all local, state and federal approvals necessary to proceed with
construction of the Project on the Site. Approvals, such as building permits, can be conditioned
upon the payment of fees.

                404.9. Construction Contract. With respect to the Second Disbursement,
Mercy shall have entered into a contract for construction of the Improvements with a contractor
licensed in the State of California, which contract shall be consistent with the terms of this
Agreement, including the payment of prevailing wages as required by Section 209.

              404.10.       Condition 58. With respect to the Second Disbursement, Mercy
shall have complied with Condition 58 in accordance with Section 201.1 above.

       405. Priority of Liens. Agency and City agree that the Agency Deed of Trust, City
Deed of Trust and Affordable Housing Covenant shall be subordinate to any deeds of trust
executed by Mercy in favor of Mercy's lenders securing the CalHFA Loan, the MHP Loan, the
Farmworker Loan, the HOME Loan and the Construction Loan.

        406. Financial Records and Reporting Obligations. Mercy covenants and agrees, on
behalf of itself and its successors and assigns, that, in connection with the construction,
ownership and operation of the Project, it shall keep full and accurate books of account and
records as required by and described in the Affordable Housing Covenant.

500.    DEFAULTS AND REMEDIES

        501. Default Remedies. Subject to the permitted extensions of time as provided in
Section 602 of this Agreement, failure by any party to perform any action or covenant required
by this Agreement within the time periods provided herein following Notice and expiration of
any applicable cure period, shall constitute a "Default" under this Agreement. A party claiming a


805856v5 80087/0017                            18
Default shall give written Notice of Default to the defaulting party specifying the Default
complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not
institute any proceeding against any other party, and no other party shall be in Default if such
party within thirty (30) days following receipt of such Notice of Default immediately, with due
diligence, commences to cure, correct or remedy such failure or delay and completes such cure,
correction or remedy with diligence. If Mercy claims a Default of Agency or City, Mercy shall
give written notice to both Agency and City, and either Agency or City, regardless of who is
claimed to be in Default, may cure or commence to cure the Default.

        502. Institution of Legal Actions. Except as otherwise specifically provided herein,
upon the occurrence of a Default, the party or parties claiming a Default shall have the right, in
addition to any other rights or remedies, to institute any action at law or in equity to cure, correct,
prevent or remedy any Default, or to recover damages for any Default, or to obtain any other
remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in
the Superior Court of the County of Contra Costa, State of California, in an appropriate
municipal court in that County or in the Federal District Court for the Northern District of the
State of California. Notwithstanding anything herein to the contrary, Mercy's right to recover
damages in the event of a Default by Agency or City shall be limited to recovery of actual
damages and shall exclude consequential damages.

        503. Termination by Mercy. In the event of any Default of Agency or City, which is
not cured within the time set forth in Section 501 hereof after written demand by Mercy,
including notice and cure provisions for any holder of record of any mortgage or deed of trust
pursuant to Section 214.2, then this Agreement may, at the option of Mercy, be terminated by
Notice thereof to Agency and City. From the date of the Notice of termination of this Agreement
by Mercy to Agency and City and thereafter, this Agreement shall be deemed terminated, and
except for Mercy's indemnity obligations which shall survive termination of this Agreement,
there shall be no further rights or obligations between the parties.

        504. Termination by Agency and City. In the event that Mercy is in Default of this
Agreement and fails to cure such default within the time set forth in Section 501 hereof, then this
Agreement and any rights of Mercy or any assignee or transferee with respect to or arising out of
the Agreement, shall, at the option of Agency and City, be terminated by Agency and City upon
Notice thereof to Mercy. From the date of the Notice of termination of this Agreement by
Agency and City to Mercy, this Agreement shall be deemed terminated and, except for Mercy's
indemnity obligations which shall survive termination of this Agreement, there shall be no
further rights or obligations between the parties and, specifically, neither Agency nor City shall
have any obligation to make any further disbursements of the Agency and City Loans.

        505. Acceptance of Service of Process. In the event that any legal action is
commenced by Mercy against the Agency, service of process on the Agency shall be made by
personal service upon the Executive Director of the Agency or in such other manner as may be
provided by law. In the event that any legal action is commenced by Mercy against the City,
service of process on the City shall be made by personal service upon the City Manager of the
City or in such other manner as may be provided by law. In the event that any legal action is
commenced by the Agency or City against Mercy, service of process on Mercy shall be made by
personal service upon Corporation Service Company, dba CSC - Lawyers Incorporating Service,


805856v5 80087/0017                               19
2730 Gateway Oaks Drive, Suite 100, Sacramento, CA 95833, or in such other manner as may
be provided by law.

        506. Rights and Remedies Are Cumulative. The rights and remedies of the parties
are cumulative, and the exercise by any party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party, except as otherwise expressly provided
herein or in the limited recourse provisions in the Agency Promissory Note and the City
Promissory Note.

        507. Inaction Not a Waiver of Default. Any failures or delays by any party in
asserting any of its rights and remedies as to any Default shall not operate as a waiver of any
Default or of any such rights or remedies, or deprive either such party of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.

600.    GENERAL PROVISIONS

        601. Notices, Demands and Communications Between the Parties. Any approval,
disapproval, demand, document or other notice ("Notice") which any party may desire to give to
the other parties under this Agreement must be in writing and may be given by any commercially
acceptable means, including, but not limited to, via facsimile or via overnight courier, to the
party to whom the Notice is directed at the address of the party as set forth below, or at any other
address as that party may later designate by Notice.

                To Agency:             Redevelopment Agency of the City of Brentwood
                                       708 Third Street
                                       Brentwood, CA 94513
                                       Attention: Executive Director
                                       Facsimile: (925) 516-5407

                With a copy to:        McDonough, Holland & Allen
                                       1901 Harrison Street, 9th Floor
                                       Oakland, California 94612
                                       Attention: Karen W. Murphy, Esq.
                                       Facsimile: (510) 839-9104

                To City:               City of Brentwood
                                       708 Third Street
                                       Brentwood, CA 94513
                                       Attention: City Manager
                                       Facsimile: (925) 516-5441




805856v5 80087/0017                               20
                With a copy to:        City of Brentwood
                                       City Attorney's Office
                                       708 Third Street
                                       Brentwood, CA 94513
                                       Facsimile: (916) 516-5441

                To Mercy:              Mercy Housing California XII
                                       3120 Freeboard Drive
                                       West Sacramento, CA 95691
                                       Attention: Vice President
                                       Facsimile: (916) 414-4490

                With a copy to:        Mercy Housing, Inc.
                                       1999 Broadway Suite 1000
                                       Denver, CO 80202
                                       Attention: Asset Management
                                       Facsimile: (303) 830-3301

                and                    Limited Partner
                                       U.S. Bancorp Community Investment Corporation
                                       1232 Washington Avenue, Suite 200
                                       St. Louis, MO 63103
                                       Attention: Elizabeth M. Stohr
                                       Facsimile: (314) 418-0899

         Any written notice, demand or communication shall be deemed received immediately if
delivered by hand, on the third day from the date it is postmarked if delivered by first-class mail,
postage prepaid, upon receipt of verification of transmission if sent via facsimile provided a copy
is sent the same day via first-class mail, and on the next business day if sent via nationally
recognized overnight courier. Notices sent by a party's attorney on behalf of such party shall be
deemed delivered by such party.

         602. Enforced Delay; Extension of Times of Performance. Subject to the
limitations set forth below, performance by any party hereunder shall not be deemed to be in
Default, and all performance and other dates specified in this Agreement shall be extended,
where delays or Defaults are due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; governmental restrictions or priority; litigation; unusually severe
weather; acts or omissions of the other party; or acts or failures to act of the City or any other
public or governmental agency or entity (other than the acts or failures to act of the Agency or
City under this Agreement which shall not excuse performance by the Agency or City). An
extension of time for any such cause shall be for the period of the enforced delay and shall
commence to run from the time of the commencement of the cause (but in any event shall not
exceed a cumulative total of one hundred twenty (120) days), if Notice by the party claiming
such extension is sent to the other party within thirty (30) days of the commencement of the
cause. Times of performance under this Agreement may also be extended in writing by the
mutual agreement of Agency, City and Mercy. Mercy expressly agrees that adverse changes in


805856v5 80087/0017                              21
economic conditions, either of Mercy specifically or the economy generally, changes in market
conditions or demand, and/or Mercy's inability to obtain financing or other lack of funding to
complete the work of Improvements shall not constitute grounds of enforced delay pursuant to
this Section 602. Mercy expressly assumes the risk of such adverse economic or market changes
and/or inability to obtain financing, whether or not foreseeable as of the Date of Agreement.

       603. Successors and Assigns. Subject to the prohibitions against changes in the
ownership, management and control of Mercy set forth in Section 102.4 above, all of the terms,
covenants and conditions of this Agreement shall be binding upon Mercy and its permitted
successors and assigns. Whenever the term "Mercy" is used in this Agreement, such term shall
include any other permitted successors and assigns as herein provided.

        604. Memorandum of Agreement. A "Memorandum of Loan Agreement" in the
form of Attachment No. 7 attached hereto shall be executed by Mercy, Agency and City and
recorded against the Site immediately following execution of the Agreement by the Agency and
City (the "Memorandum of Agreement").

        605. Relationship Between Agency, City and Mercy. It is hereby acknowledged that
the relationship between Agency, City and Mercy is not that of a partnership or joint venture and
that the Agency and Mercy shall not be deemed or construed for any purpose to be the agent of
the other and that the City and Mercy shall not be deemed or construed for any purpose to be the
agent of the other. Accordingly, except as expressly provided herein or in the Attachments
hereto, the Agency and City shall have no rights, powers, duties or obligations with respect to the
development, operation, maintenance or management of the Site or the Project. Mercy agrees to
indemnify, hold harmless and defend the Agency and City from any claim made against the
Agency or City arising from a claimed relationship of partnership or joint venture between the
Agency and/or the City and Mercy with respect to the development, operation, maintenance or
management of the Site or the Project.

        606. Agency and City Approvals and Actions. Whenever a reference is made herein
to an action or approval to be undertaken by the Agency, the Executive Director of the Agency
or his or her designee is authorized to act on behalf of the Agency unless specifically provided
otherwise or the context should require otherwise. Whenever a reference is made herein to an
action or approval to be undertaken by the City, the City Manager of the City or his or her
designee is authorized to act on behalf of the City unless specifically provided otherwise or the
context should require otherwise.

       607. Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by all parties, shall constitute a binding agreement.

        608. Integration. This Agreement contains the entire understanding between the
parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are merged in this
Agreement and shall be of no further force or effect. Each party is entering this Agreement
based solely upon the representations set forth herein and upon each party's own independent
investigation of any and all facts such party deems material.




805856v5 80087/0017                             22
       609. Titles and Captions. Titles and captions are for convenience of reference only
and do not define, describe or limit the scope or the intent of this Agreement or of any of its
terms. Reference to section numbers are to sections in this Agreement, unless expressly stated
otherwise.

         610. Interpretation. As used in this Agreement, masculine, feminine or neuter gender
and the singular or plural number shall each be deemed to include the others where and when the
context so dictates. The word "including" shall be construed as if followed by the words
"without limitation." This Agreement shall be interpreted as though prepared jointly by all
parties.

         611. No Waiver. A waiver by any party of a breach of any of the covenants,
conditions or agreements under this Agreement to be performed by another party shall not be
construed as a waiver of any succeeding breach of the same or other covenants, agreements,
restrictions or conditions of this Agreement.

        612. Modifications. Any alteration, change or modification of or to this Agreement,
in order to become effective, shall be made in writing and in each instance signed on behalf of
each party.

         613. Severability. If any term, provision, condition or covenant of this Agreement or
its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.

         614. Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day (such as the day escrow opens), and including
the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also
excluded. The term "holiday" shall mean all holidays as specified in Sections 6700 and 6701 of
the California Government Code. If any act is to be done by a particular time during a day, that
time shall be Pacific Time Zone time.

        615. Legal Advice. Each party represents and warrants to the other the following: they
have carefully read this Agreement, and in signing this Agreement, they do so with full
knowledge of any right which they may have; they have received independent legal advice from
their respective legal counsel as to the matters set forth in this Agreement, or have knowingly
chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have
freely signed this Agreement without any reliance upon any agreement, promise, statement or
representation by or on behalf of the other party, or their respective agents, employees, or
attorneys, except as specifically set forth in this Agreement, and without duress or coercion,
whether economic or otherwise.

      616. Time of Essence. Time is of the essence with respect to the performance by
Agency, City and Mercy of each and every obligation and condition of this Agreement.




805856v5 80087/0017                            23
        617. Cooperation. Each party agrees to cooperate with the other parties in this
transaction and, in that regard, shall execute any and all documents which may be reasonably
necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement
including, but not limited to, releases or additional agreements.

         618. Conflicts of Interest. No member, official or employee of the Agency or City
shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member,
official or employee participate in any decision relating to the Agreement which affects his
personal interests or the interests of any corporation, partnership or association in which he is
directly or indirectly interested.

        619. Mercy's Indemnity. Mercy shall defend (with counsel reasonably acceptable to
the Agency and City), indemnify, assume all responsibility for, and hold the Agency, City and
their officers, employees, volunteers, agents and representatives, harmless from any and all
Claims of any kind or nature relating to the subject matter of this Agreement or the
implementation hereof and for any damages to property or injuries to persons, including
accidental death (including reasonable attorneys fees and costs), which may be caused by any of
Mercy's activities under this Agreement, whether such activities or performance thereof be by
Mercy or by anyone directly or indirectly employed or contracted with by Mercy and whether
such damage shall accrue or be discovered before or after termination of this Agreement.
Mercy's indemnity obligations under this Section 619 shall not extend to Claims occasioned by
the sole negligence or willful misconduct of Agency, City or their designated agents or
employees.

        620. Date of Agreement. The date of this Agreement ("Date of Agreement") shall be
the date first set forth above.

         621. Nonliability of Officials and Employees of Agency and City. No member,
official or employee of Agency or City shall be personally liable to Mercy, or any successor in
interest, in the event of any Default or breach by Agency or City or for any amount which may
become due to Mercy or its successors, or on any obligations under the terms of this Agreement.
Mercy hereby waives and releases any claim it may have against the members, officials or
employees of Agency and City with respect to any Default or breach by Agency or City or for
any amount which may become due to Mercy or its successors, or on any obligations under the
terms of this Agreement. Mercy makes such release with full knowledge of Civil Code Section
1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section
1542 is applicable. Section 1542 of the Civil Code provides as follows:

                "A general release does not extend to claims which the creditor
                does not know or suspect to exist in his favor at the time of
                executing the release, which if known by him must have materially
                affected his settlement with the debtor."

               As such relates to this Section 621, Mercy hereby waives and relinquishes all
rights and benefits that it may have under Section 1542 of the California Civil Code.




805856v5 80087/0017                             24
         622. Assignment by Agency or City. Agency or City may assign or transfer any of
their rights or obligations under this Agreement with the approval of Mercy, which approval
shall not be unreasonably withheld; provided, however, that the Agency or City may assign or
transfer any of its interests hereunder to the City or Agency, respectively, or any public or private
entity controlled by the City at any time without the consent of Mercy.

       623. Applicable Law. The laws of the State of California, without regard to conflict
of laws principles, shall govern the interpretation and enforcement of this Agreement.

        IN WITNESS WHEREOF, Agency, City and Mercy have executed this Agreement on
the respective dates set forth below.

                                              AGENCY:

                                              CITY OF BRENTWOOD REDEVELOPMENT
                                              AGENCY, a public body, corporate and politic


Dated:                         , 2006         By:
                                                      Donna Landeros
                                              Its:    Executive Director


ATTEST:


Secretary


APPROVED AS TO FORM:


Agency Counsel




                                              CITY:

                                              CITY OF BRENTWOOD, a municipal corporation


Dated:                         , 2006         By:
                                                      Donna Landeros
                                              Its:    City Manager


805856v5 80087/0017                              25
ATTEST:


City Clerk


APPROVED AS TO FORM:


City Attorney


                                MERCY:

                                MERCY HOUSING CALIFORNIA XII, a
                                California limited partnership

                                      By: Mercy Housing West, its general
                                      partner

Dated:                 , 2006         By:
                                      Name:
                                      Its:




805856v5 80087/0017              26
                                              TABLE OF CONTENTS

                                                                                                                              Page
100.    DEFINITIONS; REPRESENTATIONS AND WARRANTIES....................................... 2
        101. Definitions........................................................................................................... 2
        102. Representations and Warranties ........................................................................... 5
             102.1. Agency Representations ........................................................................... 5
                     a.      Authority ...................................................................................... 5
                     b.      No Conflict ................................................................................... 5
             102.2. City's Representations .............................................................................. 5
                     a.      Authority ...................................................................................... 5
                     b.      No Conflict ................................................................................... 5
             102.3. Mercy's Representations........................................................................... 5
                     a.      Authority ...................................................................................... 5
                     b.      No Conflict ................................................................................... 6
                     c.      No Bankruptcy ............................................................................. 6
                     d.      Ownership of the Site ................................................................... 6
             102.4. Prohibition Against and Limitations on Change in Ownership,
                     Management and Control of Mercy .......................................................... 6
                     a.      General ......................................................................................... 6
                     b.      Prior to Issuance of Certificate of Completion............................... 6
                     c.      Following Issuance of Certificate of Completion .......................... 6
                     d.      Pre-Approved Transfers................................................................ 7
200.    DEVELOPMENT OF THE SITE.................................................................................... 8
        201. Scope of Development ......................................................................................... 8
             201.1. Traffic Signal ........................................................................................... 8
        202. Schedule of Performance ..................................................................................... 9
        203. Cost of Construction ............................................................................................ 9
        204. Insurance Requirements....................................................................................... 9
        205. City and Other Governmental Agency Permits................................................... 10
        206. Rights of Access During Construction ............................................................... 10
        207. Antidiscrimination During Construction ............................................................ 10
        208. Compliance With Laws...................................................................................... 10
        209. Prevailing Wages ............................................................................................... 10
        210. Taxes and Assessments...................................................................................... 11
        211. Liens and Stop Notices ...................................................................................... 11
        212. Right of the Agency and City to Satisfy Other Liens on the Site......................... 11
        213. Certificate of Completion................................................................................... 12
        214. Mortgage, Deed of Trust, Sale and Lease-Back Financing ................................. 12
             214.1. Holder Not Obligated to Construct Improvements .................................. 12
             214.2. Notice of Default to Mortgagee or Deed of Trust Holders; Right to
                     Cure ....................................................................................................... 12
             214.3. Right of Agency and City to Cure Mortgage or Deed of Trust
                     Default ................................................................................................... 13
        215. Condition of the Site .......................................................................................... 13


805856v5 80087/0017                                            -i-
300.    COVENANTS, RESTRICTIONS AND AGREEMENTS ............................................. 14
        301. Use Covenants; Affordable Housing Covenant .................................................. 14
        302. Maintenance Covenants ..................................................................................... 14
        303. Obligation to Refrain from Discrimination......................................................... 14
        304. Form of Nondiscrimination and Nonsegregation Covenants............................... 14
                     a.     In deeds ...................................................................................... 14
                     b.     In leases...................................................................................... 15
                     c.     In contracts ................................................................................. 15
        305. Rights of Access ................................................................................................ 15
        306. Effect of Violation of the Terms and Provisions of this Agreement After
             Completion of Construction ............................................................................... 15
400.    LOANS ......................................................................................................................... 16
        401. Mercy's Financing.............................................................................................. 16
        402. Agency and City Loans...................................................................................... 17
        403. Disbursement of Loans ...................................................................................... 17
        404. Conditions Precedent to Disbursement of Loans ................................................ 17
             404.1. No Default ............................................................................................. 17
             404.2. Execution of Loan Documents................................................................ 17
             404.3. Execution of Other Documents............................................................... 17
             404.4. Recordation of Documents ..................................................................... 18
             404.5. Insurance................................................................................................ 18
             404.6. Lender's Policy of Title Insurance .......................................................... 18
             404.7. Financing ............................................................................................... 18
             404.8. Approvals and Permits ........................................................................... 18
             404.9. Construction Contract............................................................................. 18
             404.10. Condition 58 ......................................................................................... 18
        405. Priority of Liens................................................................................................. 18
        406. Financial Records and Reporting Obligations..................................................... 18
500.    DEFAULTS AND REMEDIES..................................................................................... 18
        501. Default Remedies .............................................................................................. 18
        502. Institution of Legal Actions................................................................................ 19
        503. Termination by Mercy ....................................................................................... 19
        504. Termination by Agency and City ....................................................................... 19
        505. Acceptance of Service of Process....................................................................... 19
        506. Rights and Remedies Are Cumulative................................................................ 20
        507. Inaction Not a Waiver of Default ....................................................................... 20
600.    GENERAL PROVISIONS ............................................................................................ 20
        601. Notices, Demands and Communications Between the Parties............................. 20
        602. Enforced Delay; Extension of Times of Performance ......................................... 21
        603. Successors and Assigns...................................................................................... 22
        604. Memorandum of Agreement .............................................................................. 22
        605. Relationship Between Agency, City and Mercy ................................................. 22
        606. Agency and City Approvals and Actions............................................................ 22
        607. Counterparts ...................................................................................................... 22
        608. Integration ......................................................................................................... 22


805856v5 80087/0017                                               ii
        609.    Titles and Captions ............................................................................................ 23
        610.    Interpretation ..................................................................................................... 23
        611.    No Waiver ......................................................................................................... 23
        612.    Modifications..................................................................................................... 23
        613.    Severability........................................................................................................ 23
        614.    Computation of Time......................................................................................... 23
        615.    Legal Advice ..................................................................................................... 23
        616.    Time of Essence................................................................................................. 23
        617.    Cooperation ....................................................................................................... 24
        618.    Conflicts of Interest ........................................................................................... 24
        619.    Mercy's Indemnity ............................................................................................. 24
        620.    Date of Agreement............................................................................................. 24
        621.    Nonliability of Officials and Employees of Agency and City ............................. 24
        622.    Assignment by Agency or City .......................................................................... 25
        623.    Applicable Law ................................................................................................. 25




805856v5 80087/0017                                            iii
                              ATTACHMENTS

Attachment No. 1      Site Map

Attachment No. 2      Site Legal Description

Attachment No. 3      Schedule of Performance

Attachment No. 4      Scope of Development

Attachment No. 5      Certificate of Completion

Attachment No. 6      Affordable Housing Covenant

Attachment No. 7      Memorandum of Agreement

Attachment No. 8      Agency Note

Attachment No. 9      Agency Deed of Trust

Attachment No. 10     City Note

Attachment No. 11     City Deed of Trust




805856v5 80087/0017                    iv
                            LOAN AGREEMENT

                              by and between the

            REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD,

                          CITY OF BRENTWOOD

                                     and

                      MERCY HOUSING CALIFORNIA XII



                          Dated:




805856v5 80087/0017
                      ATTACHMENT NO. 1

                          SITE MAP




805859v5 80087/0017      Attachment No. 1
                        ATTACHMENT NO. 2

                      SITE LEGAL DESCRIPTION




805859v5 80087/0017         Attachment No. 2   Page 1
805859v5 80087/0017   Attachment No. 2   Page 2
                                       ATTACHMENT NO. 3

                               SCHEDULE OF PERFORMANCE

                            Action                                                Date

 1.   Execution and Delivery of Agreement by Agency
      and City
                                                               On May 9, 2006, or as soon as possible
      The Agency and City shall consider approval of this      thereafter.
      Agreement, and if approved, shall deliver one
      executed original to Mercy.

 2.   Execution, Delivery and Recordation of
      Memorandum of Agreement

      Mercy shall deliver one executed original of the         Immediately following execution of
      Memorandum of Agreement and Agency and City              Agreement by Agency and City and
      shall record the Memorandum of Agreement.                delivery to Mercy.
      (§ 604)

 3.   Insurance

      Mercy shall furnish evidence of the insurance            Prior to the First Disbursement.
      required under the Agreement. (§ 404)

 4.   Execution and Delivery of Agency and City Notes

      Mercy shall deliver executed originals of the            Prior to the First Disbursement.
      Agency and City Notes to Agency and City. (§ 404)

 5.   Execution, Delivery and Recordation of Agency and
      City Deeds of Trust

      Mercy shall deliver executed originals of the            Prior to the First Disbursement.
      Agency and City Deeds of Trust to Agency and City
      for recordation. (§ 404)

 6.   Execution, Delivery and Recordation of Affordable
      Housing Covenant

      Mercy shall deliver one executed original of the         Prior to the First Disbursement.
      Affordable Housing Covenant, which shall be
      recorded against the Site. (§ 404)

 7.   Financing

      Mercy shall have obtained, or have obtained              Prior to First Disbursement.
      commitments for, the Financing. (§§ 401, 404)




805859v5 80087/0017                         Attachment No. 3                                        Page 1
                            Action                                                Date

 8.   Loan Disbursements

      Agency and City shall disburse the First and Second      Upon satisfaction of Conditions Precedent
      Disbursements. (§ 404)                                   to Disbursement of Loans.

 9.   Commencement of Construction of the
      Improvements

      Mercy shall commence construction of the                 Within thirty (30) days of the Second
      Improvements to be constructed on the Site. (§ 202)      Disbursement.

10.   Completion of Construction of the Improvements

      Mercy shall complete construction of the                 On or before 18 months following the
      Improvements to be constructed on the Site. (§ 202)      Second Disbursement.

11.   Certificate of Completion

      Agency and City shall provide the Certificate of         Within thirty (30) days following
      Completion to Mercy. (§ 214)                             satisfactory completion of the
                                                               Improvements on the Site and Mercy's
                                                               written request therefor.




805859v5 80087/0017                         Attachment No. 3                                           Page 2
                                    ATTACHMENT NO. 4

                                 SCOPE OF DEVELOPMENT




I.      PRIVATE DEVELOPMENT

        A.      General

               Mercy agrees that the Site shall be developed and improved in accordance with
the provisions of this Agreement and the plans, drawings and related design or land use
approvals made by the Agency and the City, including the City Approvals.

        B.      Improvements

              Mercy shall construct on the Site a 96-unit family apartment project and
appurtenant on-and-off-site improvements (the "Improvements").

        C.      Architecture and Design

                The Improvements shall be of high architectural quality, shall be well landscaped
and shall be effectively and aesthetically designed.

        D.      Applicable Codes

                The Improvements shall be constructed in accordance with the Uniform Building
Code (with City modifications) and the Brentwood Municipal Code and any other applicable
laws, statutes, rules and regulations.

II.     SITE CLEARANCE AND PREPARATION

        Mercy shall perform, or cause to be performed, at its sole cost and expense, the following
work:

        A.      On-Site Demolition and Clearance

              1.       On the Site, demolish or salvage, clear, grub and remove (as may be
needed and called for in the approved plans) on-site buildings, pavements, walks, curbs, gutters
and other improvements; and

               2.      Remove, plug and/or crush in place utilities, such as storm sewers,
sanitary sewers, water systems, electrical overhead and underground systems and telephone and
gas systems located on the Site, as may be required following any necessary relocation of the
utilities.




805859v5 80087/0017                       Attachment No. 4                                  Page 1
        B.      Compaction, Finish Grading and Site Work

               Mercy shall compact, finish grading and do such Site preparation as is necessary
for the construction of the Improvements on the Site.

III.    REMEDIATION

        Remediation of any hazardous materials at the Site shall be performed by Mercy. Mercy
shall be solely responsible for (a) contracting with all appropriate and necessary contractors; (b)
administering all contracts; (c) compliance with remediation plan requirements of the
administering agency; and (d) the payment of all remediation costs, including without limitation,
all studies, investigations, tests and site remediation as required by the administering agency.




805859v5 80087/0017                       Attachment No. 4                                    Page 2
                                     ATTACHMENT NO. 5

                       FORM OF CERTIFICATE OF COMPLETION

RECORDING REQUESTED BY                           )
AND WHEN RECORDED MAIL TO:                       )
                                                 )
City of Brentwood Redevelopment Agency           )
708 Third Street                                 )
Brentwood, CA 94513                              )
Attn: Redevelopment Manager                      )
                                                 )
                                                 )
                                                     This document is exempt from the payment of a recording
                                                     fee pursuant to Government Code § 6103.


                              CERTIFICATE OF COMPLETION

        THIS CERTIFICATE OF COMPLETION (the "Certificate") is made by the
REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, a public body corporate
and politic (the "Agency") and THE CITY OF BRENTWOOD (the "City") in favor of MERCY
HOUSING CALIFORNIA XII, a California limited partnership ("Mercy"), as of the date set
forth below.


                                          RECITALS

       A.      Agency, City and Mercy have entered into that certain Loan Agreement (the
"Agreement") dated                    , 2006, concerning the development of a family affordable
apartment project on certain real property (the "Site") situated in the City of Brentwood,
California, as more fully described in Exhibit A attached hereto and made a part hereof.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in
the Agreement.

        B.       As referenced in Section 214 of the Agreement, the Agency and City are required
to furnish Mercy or its successors with a Certificate of Completion upon completion of
construction of the Improvements (as defined in Section 100 of the Agreement), which
Certificate is required to be in such form as to permit it to be recorded in the Recorder's Office of
Contra Costa County. This Certificate is conclusive determination of satisfactory completion of
the construction and development of the Improvements required by the Agreement.

       C.    The Agency and City have conclusively determined that such construction and
development has been satisfactorily completed.

        NOW, THEREFORE, the Agency and City hereby certify as follows:

        1.      The work of Improvements to be constructed by Mercy has been fully and
satisfactorily completed in conformance with the Agreement.


805859v5 80087/0017                       Attachment No. 5                                             Page 1
        2.     All use, maintenance, operation, nondiscrimination and other covenants contained
in the Agreement and Affordable Housing Covenant shall remain in effect and enforceable
according to their terms.

        3.     This Certificate of Completion shall not be deemed or construed to constitute
evidence of compliance with or satisfaction of any obligation of Mercy to any holder of a
mortgage or deed of trust, or any insurer of a mortgage, securing money loaned to finance the
purchase of the site, development of the Project or construction of the Improvements on the Site,
or portion thereof, including the Agency and the City Deeds of Trust. This Certificate of
Completion is not a notice of completion as referred to in Section 3093 of the California Civil
Code.

         IN WITNESS WHEREOF, the Agency and City have executed this Certificate this
          day of               , 200 .

                                             AGENCY:

                                             CITY OF BRENTWOOD REDEVELOPMENT
                                             AGENCY, a public body, corporate and politic


Dated:                        , 2006         By:
                                             Name:
                                             Its:  Executive Director


ATTEST:


Secretary
                                             CITY:

                                             CITY OF BRENTWOOD, a municipal corporation


Dated:                        , 2006         By:
                                             Name:
                                             Its:  City Manager


ATTEST:


City Clerk




805859v5 80087/0017                      Attachment No. 5                                   Page 2
                                         Exhibit A

                                    SITE DESCRIPTION

The land referred to herein is situated in the State of California, County of Contra Costa,
City of Brentwood, and is described as follows:




805859v5 80087/0017                    Attachment No. 5
                                           Exhibit A
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
                                    ATTACHMENT NO. 6

                          AFFORDABLE HOUSING COVENANT



RECORDING REQUESTED BY                           )
AND WHEN RECORDED MAIL TO:                       )
                                                 )
City of Brentwood Redevelopment Agency           )
708 Third Street                                 )
Brentwood, CA 94513                              )
Attn: Redevelopment Manager                      )
                                                 )
                                                 )
                                                     This document is exempt from the payment of a recording
                                                     fee pursuant to Government Code § 6103.

                          AFFORDABLE HOUSING COVENANT

     For valuable consideration, the receipt of which is hereby acknowledged, MERCY
HOUSING CALIFORNIA XII, a California limited partnership ("Owner"), the
REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD ("Agency") and the CITY
OF BRENTWOOD ("City") agree as follows with reference to the following facts:

       A.      Owner owns that certain real property more particularly described in Exhibit A,
attached hereto and incorporated herein by this reference (the "Site").

        B.      Agency, in acting to carry out the obligations under the Community
Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.)
with respect to affordable housing, and City, in acting to carry out the obligations under Chapter
17.725 of the Brentwood Municipal Code pertaining to use of the Housing Trust Fund, have
entered into that certain Loan Agreement dated                        , 2006, between Owner (as
Mercy), Agency and City (the "Loan Agreement") with respect to the Site.

         C.     Owner, Agency and City agree that the Site shall be subject to the conditions and
restrictions, and the rights of Agency and City under this Affordable Housing Covenant (the
"Covenant") as specified below.

1.      USE OF THE SITE.

        Owner hereby covenants and agrees that during the term of this Covenant, Owner shall
use the Site in compliance with all of the following:

        A.      Development.

               Mercy shall promptly commence and diligently construct improvements on the
Site and develop 96 apartments and appurtenant recreational, parking and landscaping


805859v5 80087/0017                       Attachment No. 6                                             Page 1
improvements (the "Project"). As described below in section 1(B), all of the units in the Project
shall be rented to households at the income levels set forth herein (the "Affordable Units").

        B.      Rent and Income Restrictions.

               (1)     Not less than thirty-three of the Affordable Units shall be rented to
extremely low-income households, as defined in Section 50106 of the California Health and
Safety Code. Rent shall be no greater than that considered as "affordable rent" for extremely
low-income households, adjusted for family size appropriate to the unit, pursuant to
Section 50053 of the California Health and Safety Code, as amended, or any successor statute
thereto. "Area Median Income" means the median household income (adjusted for family size)
of the Metropolitan Statistical Area in which Contra Costa County is located, as established in
accordance with Section 50093 of the California Health and Safety Code. The determination of
an occupant's status as an extremely low-income household shall be made by Owner prior to
initial occupancy of an Affordable Unit in the Project by such occupant.

               (2)     The remainder of the Affordable Units shall be rented to very low-income
households, as defined in Section 50105 of the California Health and Safety Code. Rent shall be
no greater than that considered as "affordable rent" for very low-income households, adjusted for
family size appropriate to the unit, pursuant to Section 50053 of the California Health and Safety
Code, as amended, or any successor statute thereto. The determination of an occupant's status as
a very low-income household shall be made by Owner prior to initial occupancy of an
Affordable Unit in the Project by such occupant.

                (3)     Notwithstanding the foregoing, Owner may set aside two (2) of the units
for use as "Manager Units," each of which shall be occupied by a person (or household)
employed as an on-site manager of the Project. If the "Manager Units" are so occupied, they
shall not be subject to the income limits set forth in subsections (1) and (2) above, and the
number of Affordable Units shall be reduced to 94 Affordable Units.

               (4)    The income of all persons residing in the Affordable Unit shall be
considered for purposes of calculating the applicable income. No less than one (1) person per
bedroom shall be allowed. No more than three (3) persons shall be permitted to occupy a one (1)
bedroom Affordable Unit, and no more than four (4) persons shall be permitted to occupy a two
(2) bedroom Affordable Unit, or such other higher limitations as may be permitted or required by
applicable occupancy laws that may be in effect.

                (5)    In the event of any inconsistency between the rent and income restrictions
of this section 1(B) and any other affordability or regulatory agreement between Owner and any
state or federal agency or the California Tax Credit Allocation Committee, the restrictions
providing the lowest level of affordability shall apply.

        C.    Reporting Requirements. Annual reports, or as often as are required by the terms
of other Owner financing, and annual income certifications or recertifications must be submitted
to the Agency and City. The reports, at a minimum, shall include:

                       (1)    The number of persons per unit


805859v5 80087/0017                      Attachment No. 6                                   Page 2
                       (2)     Tenant name

                       (3)     Initial occupancy date

                       (4)     Rent paid per month

                       (5)     Gross income per year

                       (6)     Percent of rent paid in relation to income

                       (7)     Copies of those documents used by Owner to certify the tenant as
                               an extremely low-or very low-income household.

                          The first annual report and annual income certification (the "Initial
Report") shall be submitted to the Agency and City within thirty (30) days of the date of the
initial rental of all the Affordable Units on the Site. Subsequent annual reports and annual
income certifications or recertifications shall be submitted to the Agency and City on the
anniversary date of submittal of the Initial Report. The Agency or City may, from time to time
during the term of this Covenant, request additional or different information and Owner shall
promptly supply such information in the reports required hereunder. Owner shall maintain all
necessary books and records, including Site, personal and financial records, in accordance with
requirements prescribed by the Agency and City with respect to all matters covered by this
Covenant. Owner, at such time and in such forms as the Agency or City may require, shall
furnish to Agency and/or City statements, records, reports, data and information pertaining to
matters covered by this Covenant. Upon request for examination by the Agency or City, Owner,
at any time during normal business hours, shall make available all of its records with respect to
all matters covered by this Covenant. Owner shall permit the Agency or City to audit, examine
and make excerpts or transcripts from these records.

        D.      Marketing Reports. Within thirty (30) days of Agency or City's request, Owner
shall deliver to Agency or City marketing and leasing information, schedules and reports for the
Affordable Units in form and substance reasonably acceptable to Agency or City.

2.      LIMITATIONS ON TRANSFER.

        A.      General. The qualifications and identity of the Owner are of particular concern to
the Agency and City. It is because of the demonstrated qualifications and identity that the
Agency and City have entered into the Loan Agreement and the Covenant with the Owner.
Owner may not transfer, assign or sell any interest in the Site or the Project nor any rights or
powers under this Covenant, except as expressly set forth herein. It is expressly stipulated and
agreed that any assignment, sale, transfer or other disposition of the Project or the Site, or any
portion(s) thereof or interest(s) therein or of any rights or powers under this Covenant in
violation of this Section 2 shall be null, void and without effect, shall cause a reversion of title to
Owner, and shall be ineffective to relieve Owner of its obligations under this Covenant.

       B.      Prior to Issuance of Certificate of Completion. Prior to issuance of the Certificate
of Completion, the Owner shall not assign or transfer this Covenant, the Project or the Site, or
any portion(s) thereof, or interest(s) therein, or any right(s) hereunder without the prior written

805859v5 80087/0017                        Attachment No. 6                                      Page 3
approval of the Agency's Executive Director and City's City Manager. The Agency's Executive
Director and City's City Manager shall have the right to disapprove any transfer, assignment or
refinancing, which would diminish or otherwise impair the ability of the Owner to fulfill all its
duties and obligations under this Covenant.

        C.      Following Issuance of Certificate of Completion. Following issuance of the
Certificate of Completion, Owner shall not assign or transfer this Covenant, the Project or the
Site, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder without the prior
written approval of the Agency's Executive Director and City's City Manager, which approval
shall not be unreasonably withheld or delayed, and shall be granted upon Agency and City's
receipt of evidence acceptable to Agency and City that the following conditions have been
satisfied:

               (1)     Owner is not in Default under the Loan Agreement or this Covenant, or
the purchaser or assignee agrees to undertake to cure any Defaults or violations of Owner to the
reasonable satisfaction of Agency and City.

              (2)   The continued operation of the Project shall comply with the provisions of
the Loan Agreement and this Covenant.

                (3)    Either (i) the purchaser or assignee or its property manager has at least
three year's experience in the ownership, operation and management of similar size rental
housing projects, and at least one year's experience in the ownership, operation and management
of rental housing projects containing below-market-rate units, without any record of material
violations of discrimination restrictions or other state or federal laws or regulations or local
governmental requirements applicable to such projects, or (ii) the purchaser or assignee agrees to
retain a property management firm with the experience and record described in subclause (i)
above, or (iii) Owner or its management company will continue to manage the Project for at least
one year following such transfer and during such period will provide training to the purchaser or
assignee and its manager in the responsibilities relating to the Affordable Units.

                (4)     The person or entity which is to acquire the Project does not have pending
against it, and does not have a history of significant and material building code violations or
complaints concerning the maintenance, upkeep, operation and regulatory agreement compliance
of any of its projects as identified by any local, state or federal regulatory agencies.

                (5)      The proposed purchaser or assignee enters into a written assignment and
assumption agreement in form and content reasonably satisfactory to Agency and City's legal
counsel, and, if requested by Agency or City, an opinion of such purchaser or assignee's counsel
to the effect that this Covenant is a valid, binding and enforceable obligation of such purchaser
or assignee, subject to bankruptcy and other standard limitations affecting creditor's rights.

        D.      Pre-Approved Transfers. Notwithstanding any other provision of this Covenant
to the contrary, Agency and City approval of a transfer or assignment of this Covenant, the
Project, or the Site or any interest therein shall not be required in connection with any of the
following:



805859v5 80087/0017                        Attachment No. 6                                     Page 4
                (1)     Subject to the Owner submitting the assignment and assumption
agreement referred to above and the approval of such agreement by the Agency and City, which
approvals shall not be unreasonably withheld, any transfer or assignment of the Project or any
interest therein to an Affiliate of Owner;

             (2)     The granting of temporary or permanent easements or permits to facilitate
development of the Project;

              (3)     Any assignment for the purpose of obtaining and securing Owner's
Financing and Construction and Permanent Financing, as contemplated by Sections 401 and 402
of the Loan Agreement, including the grant of a deed of trust, assignment of rents and security
agreement to secure the funds necessary for Construction and Permanent Financing;

                (4)     A transfer which combined with any and all previous or simultaneous
transfers represents less than fifty percent (50%) of the equity or beneficial interest of Owner,
provided such transfer does not cause a material change in the rights to manage and control
Owner;

              (5)      The rental, in the ordinary course of business, of the Affordable Units,
provided such rental is in accordance with the terms of the Loan Agreement and this Covenant;

                (6)    The admission of any new non-managing investor limited partner to
Owner;

                (7)    The transfer of any limited partnership interests in Owner; and

               (8)     Subject to the submission of the assignment, assumption and release
agreement referred to above and the approval of such agreement by Agency and City, which
approvals shall not be unreasonably withheld, the removal of the general partner of Owner due to
a default under Owner's partnership agreement, provided that any successor general partner has
been approved by City and Agency in their reasonable discretion.

        In the event of an assignment or transfer by Owner under the above Subsections (1)
through (8), inclusive, not requiring the Agency and City's prior approval, Owner nevertheless
agrees that it shall give at least fifteen (15) days prior written Notice to Agency and City of such
assignment or transfer. In addition, Agency and City shall be entitled to review such
documentation as may be reasonably required by the Agency's Executive Director and City's
City Manager for the purpose of determining compliance of such assignment or transfer with the
requirements of Subsections (1) through (8), inclusive.

3.       NO DISCRIMINATION.

        A.      Owner covenants by and for itself and any successors in interest that there shall be
no discrimination against or segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Site, nor shall Owner itself or any person
claiming under or through it establish or permit any such practice or practices of discrimination


805859v5 80087/0017                        Attachment No. 6                                     Page 5
or segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees or vendees in the Site.

        B.      All deeds, leases or contracts made relative to the Site, the improvements thereon
or any part thereof, shall contain or be subject to substantially the following nondiscrimination
clauses:

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

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

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

                (3)     In contracts: There shall be no discrimination against or segregation of
any person or group of persons on account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the sale, lease, transfer, use occupancy, tenure or enjoyment of the
land, nor shall the transferee himself or herself, or any person claiming under or through him or
her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees or vendees in
the land.

4.      MAINTENANCE AND MANAGEMENT.

        Owner shall maintain in first-class condition and in accordance with the custom and
practice generally applicable to apartment projects in Contra Costa County, the private
improvements and public improvements (the "Improvements") and landscaping to the curbline(s)
on and abutting the Site. The Improvements shall include, but not be limited to, buildings,
sidewalks, pedestrian lighting, landscaping, irrigation of landscaping, architectural elements
identifying the Site and any and all other improvements on the Site and in the public right-of-
way to the nearest curbline(s) abutting the Site. To accomplish the maintenance, Owner shall
either staff or contract with and hire licensed and qualified personnel to perform the maintenance


805859v5 80087/0017                        Attachment No. 6                                    Page 6
work, including the provision of labor, equipment, materials, support facilities, and any and all
other items necessary to comply with the requirements of this Covenant. The maintenance
covenants and obligations set forth in this section 4 shall remain in effect for the period of time
specified in section 6, below.

5.      NO IMPAIRMENT OF LIEN.

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

6.      DURATION.

         The covenants set forth at sections 1, 2 and 4 shall remain in effect until the date which is
fifty-five (55) years following the date the Certificate of Completion is recorded. The covenants
set forth at section 3 shall remain in effect in perpetuity.

7.      SUCCESSORS AND ASSIGNS.

        The covenants contained in this Covenant shall inure to the benefit of Agency, City and
its and their successors and assigns and shall be binding upon Owner and any successor in
interest to the Site and the Project or any part thereof. The covenants shall run in favor of
Agency, City and its and their successors and assigns for the entire period during which such
covenants shall be in force and effect, without regard to whether Agency or City is or remains an
owner of any land or interest therein to which such covenants relate. Agency, City and its and
their successors and assigns, in the event of any breach of any such covenants, shall have the
right to exercise all of the rights and remedies and to maintain any actions at law or suits in
equity or other proper proceedings to enforce the curing of such breach.

8.      DEFAULT.

         A.      Any failure by Owner to perform any term or provision of this Covenant or the
Agreement shall constitute an "Event of Default" (1) if Owner does not cure such failure within
thirty (30) days following written notice of default from Agency or City, including notice and
opportunity to cure for lenders pursuant to Section 215 of the Agreement ("Approved Lenders")
or (2) if such failure is not of a nature which can be cured within such thirty- (30-) day period,
the Owner does not within such thirty- (30-) day period commence substantial efforts to cure
such failure, or thereafter does not within a reasonable time prosecute to completion with
diligence and continuity the curing of such failure. Agency and/or City shall not enforce any of
its rights and remedies for breach by Owner except upon the occurrence of an Event of Default.
The institution of legal actions in the Event of Default shall be brought only in accordance with
Section 502 of the Agreement.

       B.      Any notice of default given hereunder shall also be provided to the limited partner
and shall specify in detail the nature of the failure in performance which Agency or City claims

805859v5 80087/0017                        Attachment No. 6                                     Page 7
constitutes the Event of Default and the manner in which such Event of Default may be
satisfactorily cured in accordance with the terms and conditions of this Covenant. During the
time periods herein specified for cure of a failure to perform, including the opportunities to cure
for Approved Lenders, Owner shall not be considered to be in default of this Covenant for any
purposes.

        C.     Any failure or delay by Agency or City in asserting any of its rights or remedies
as to any Event of Default shall not operate as a waiver of any Event of Default or of any such
rights or remedies or deprive Agency or City of their right to institute and maintain any actions
or proceedings which it may deem necessary to protect, assert or enforce any such rights or
remedies.

        D.       To protect the rights of Approved Lenders, Agency and City shall not have the
right to file any involuntary petition seeking reorganization, arrangement, adjustment, or
composition of or in respect of Owner, respectively, under any liquidation, insolvency,
bankruptcy, rehabilitation, reorganization, conservation or other similar law in effect now or in
the future.

        E.      The obligations of Owner under this Covenant shall be personal to the entity or
person, defined as Owner, which owned the Site at the time that an event, including without
limitation, any Event of Default under this Covenant, occurred or was alleged to have occurred
and such entity or person shall remain liable for any and all obligations including damages
occasioned by an Event of Default, even after such person or entity ceases to be the owner of the
Site. Accordingly, no subsequent owner of the Site shall be liable or obligated for the obligation
of any prior owner, including, but not limited to, any obligation for payment, indemnification or
damages, for default or breach of this Covenant or otherwise. The owner of the Site at the time
the obligation was incurred, including any obligation arising out of a default or breach of this
Covenant, shall remain liable for any and all payments and damages occasioned by the owner
even after such person or entity ceases to be the owner of the Site.

       F.       Under no circumstances shall the Agency or City: (a) interfere with or attempt to
influence the exercise by any Approved Lender of any of its rights under the terms of the
mortgage or deed of trust, including, without limitation, the respective remedial rights of the
Approved Lenders upon the occurrence of any event of default by Owner under such mortgage
or deed of trust; or (b) upon the occurrence of an event of default under the terms of a mortgage
or deed of trust of an Approved Lender, take any action to accelerate or otherwise enforce
payment or seek other remedies with respect thereto.

        9.     NOTICES. Any approval, disapproval, demand, document or other notice which
any party may desire to give to the other parties under this Covenant must be in writing and may
be given by any commercially acceptable means, including, but not limited to, via facsimile or
via overnight courier, to the party to whom the Notice is directed at the address of the party as set
forth below, or at any other address as that party may later designate by Notice.

                       To Agency:         Redevelopment Agency of the City of Brentwood
                                          708 Third Street
                                          Brentwood, CA 94513

805859v5 80087/0017                       Attachment No. 6                                     Page 8
                                          Attention: Executive Director
                                          Facsimile: (925) 516-5407

                       With a copy to:    McDonough, Holland & Allen
                                          1901 Harrison Street, 9th Floor
                                          Oakland, California 94612
                                          Attention: Karen W. Murphy, Esq.
                                          Facsimile: (510) 839-9104

                       To City:           City of Brentwood
                                          708 Third Street
                                          Brentwood, CA 94513
                                          Attention: City Manager
                                          Facsimile: (925) 516-5441

                       With a copy to:    City of Brentwood
                                          City Attorney's Office
                                          708 Third Street
                                          Brentwood, CA 94513
                                          Facsimile: (916) 516-5441

                       To Mercy:          Mercy Housing California XII
                                          3120 Freeboard Drive
                                          West Sacramento, CA 95691
                                          Attention: Vice President
                                          Facsimile: (916) 414-4490

                       With a copy to:    Mercy Housing, Inc.
                                          1999 Broadway Suite 1000
                                          Denver, CO 80202
                                          Attention: Asset Management
                                          Facsimile: (303) 830-3301

                       and                Limited Partner
                                          U.S. Bancorp Community Investment Corporation
                                          1232 Washington Avenue, Suite 200
                                          St. Louis, MO 63103
                                          Attention: Elizabeth M. Stohr
                                          Facsimile:


         Any written notice, demand or communication shall be deemed received immediately if
delivered by hand, on the third day from the date it is postmarked if delivered by first-class mail,
postage prepaid, upon receipt of verification of transmission if sent via facsimile provided a copy
is sent the same day via first-class mail, and on the next business day if sent via nationally
recognized overnight courier. Notices sent by a party's attorney on behalf of such party shall be
deemed delivered by such party.

805859v5 80087/0017                       Attachment No. 6                                    Page 9
       IN WITNESS WHEREOF, City, Agency and Owner have caused this Covenant to be
executed on their behalf by their respective officers thereunto duly authorized.

         Dated for reference purposes only as of _________________, 200___.

                                            AGENCY:

                                            CITY OF BRENTWOOD REDEVELOPMENT
                                            AGENCY, a public body, corporate and politic


Dated:                        , 2006        By:
                                            Name:
                                            Its:  Executive Director


ATTEST:


Secretary




APPROVED AS TO FORM:


Agency Counsel


                                            CITY:

                                            CITY OF BRENTWOOD, a municipal corporation


Dated:                        , 2006        By:
                                            Name:
                                            Its:  City Manager


ATTEST:


City Clerk


APPROVED AS TO FORM:

805859v5 80087/0017                     Attachment No. 6                             Page 10
City Attorney


                                   OWNER:

                                   MERCY HOUSING CALIFORNIA XII, a
                                   California limited partnership

                                           By: Mercy Housing West, its general
                                           partner

Dated:                 , 2006              By:
                                           Name:
                                           Its:


APPROVED AS TO FORM:


Attorney




805859v5 80087/0017             Attachment No. 6                                 Page 11
                                         Exhibit A

                           LEGAL DESCRIPTION OF THE SITE

The land referred to herein is situated in the State of California, County of Contra Costa,
City of Brentwood, and is described as follows:




805859v5 80087/0017                    Attachment No. 6
                                           Exhibit A
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:



STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
                                    ATTACHMENT NO. 7

                            MEMORANDUM OF AGREEMENT



RECORDING REQUESTED BY                          )
AND WHEN RECORDED MAIL TO:                      )
                                                )
City of Brentwood Redevelopment Agency          )
708 Third Street                                )
Brentwood, CA 94513                             )
Attn: Redevelopment Manager                     )
                                                )
                                                )
                                                    This document is exempt from the payment of a recording
                                                    fee pursuant to Government Code § 6103.


                        MEMORANDUM OF LOAN AGREEMENT

        THIS MEMORANDUM OF LOAN AGREEMENT ("Memorandum"), dated for
identification purposes as of            , 2006, is entered into by and between the
REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, a public body, corporate
and politic ("Agency"), the CITY OF BRENTWOOD (the "City") and MERCY HOUSING
CALIFORNIA XII, a California limited partnership ("Mercy).

        1.      Loan Agreement. Agency, City and Mercy have executed a Loan Agreement
("Agreement") dated            , 2006, which provides, among other things, for (a) Mercy to
develop a 96-unit family apartment project (the "Project"), with 94 of the units restricted to
households of extremely low- and very low-income (the "Affordable Units") on that certain real
property (the "Site") located in the City of Brentwood, County of Contra Costa, State of
California, legally described in Exhibit A attached hereto and incorporated herein by this
reference; (b) Mercy to use, operate and maintain the Project, including the Affordable Units, in
accordance with the terms of the Agreement and the Affordable Housing Covenant; (c) Agency
to provide the Agency Loan to Mercy; and (d) City to provide the City Loan to Mercy. The
Loan Agreement is available for public inspection and copying at the office of the City Clerk,
City of Brentwood, City Hall, 708 Third Street, Brentwood, California 94513. All of the terms,
conditions, provisions and covenants of the Agreement are incorporated in this Memorandum by
reference as though written out at length herein, and the Agreement and this Memorandum shall
be deemed to constitute a single instrument or document. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.

       2.      Purpose of Memorandum. This Memorandum is prepared for recordation
purposes only, and in no way modifies the terms, conditions, provisions and covenants of the
Agreement. In the event of any inconsistency between the terms, conditions, provisions and
covenants of this Memorandum and the Agreement, the terms, conditions, provisions and
covenants of the Agreement shall prevail.

805859v5 80087/0017                      Attachment No. 7                                             Page 1
         The parties have executed this Memorandum on the dates specified immediately adjacent
to their respective signatures.

                                           AGENCY:

                                           CITY OF BRENTWOOD REDEVELOPMENT
                                           AGENCY, a public body, corporate and politic


Dated:                       , 2006        By:
                                           Name:
                                           Its:  Executive Director


ATTEST:


Secretary


APPROVED AS TO FORM:


Agency Counsel


                                           CITY:

                                           CITY OF BRENTWOOD, a municipal corporation


Dated:                       , 2006        By:
                                           Name:
                                           Its:  City Manager


ATTEST:


City Clerk




APPROVED AS TO FORM:



805859v5 80087/0017                     Attachment No. 7                                 Page 2
City Attorney


                                   MERCY:

                                   MERCY HOUSING CALIFORNIA XII, a
                                   California limited partnership

                                           By: Mercy Housing West, its general
                                           partner

Dated:                 , 2006              By:
                                           Name:
                                           Its:


APPROVED AS TO FORM:


Attorney




805859v5 80087/0017             Attachment No. 7                                 Page 3
                                         Exhibit A

                             LEGAL DESCRIPTION OF SITE

The land referred to herein is situated in the State of California, County of Contra Costa,
City of Brentwood, and is described as follows:




805859v5 80087/0017                    Attachment No. 7
                                           Exhibit A
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:



STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
                                      ATTACHMENT NO. 8

                                  FORM OF AGENCY NOTE


                                      PROMISSORY NOTE

Not to Exceed                                                                                 , 2006
$1,400,000.00                                                         Brentwood, California

       FOR VALUE RECEIVED, MERCY HOUSING CALIFORNIA XII, a California limited
partnership ("Maker"), care of Mercy Housing Inc., 1999 Broadway, Suite 1000, Denver, CO
80202, Attention: Asset Management, promises to pay REDEVELOPMENT AGENCY OF THE
CITY OF BRENTWOOD ("Holder"), having an address of 708 Third Street, Brentwood,
California 94513, the principal sum of ONE MILLION FOUR HUNDRED THOUSAND
DOLLARS ($1,400,000.00), pursuant to the terms and conditions set forth below.

        1.     Agency Loan. This Note is made pursuant to Section 402 of that certain Loan
Agreement (the "Agreement") between Maker, Holder and the City of Brentwood (the "City"),
dated          , 2006. This is a promissory note for the repayment to Holder of the One Million
Four Hundred Thousand Dollar ($1,400,000.00) loan provided by Holder to Maker (the "Agency
Loan") in order to enable Maker to provide Affordable Units, as defined below, on that certain
real property described in the Agreement (the "Site"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.

        2.      Disbursement. The Agency Loan shall be disbursed in accordance with and
subject to the Conditions Precedent to Disbursement of Loans set forth in Sections 403 and 404
of the Agreement.

      3.     Interest. This Note shall bear simple interest at a rate of three percent (3%) per
annum from the date of disbursement, except as provided in Section 12 below.

        4.      Deed of Trust. Payment of this Note is secured by a deed of trust, assignment of
rents, security agreement and fixture filing (the "Deed of Trust") executed by Maker to Fidelity
National Title Company, as Trustee, for the benefit of Holder, which Deed of Trust shall be
recorded against the Site.

        5.     Affordable Units. Pursuant to the Agreement, the Site will be developed with 94
affordable family apartments (the "Affordable Units"). Each Affordable Unit will be rented to a
qualified extremely low or very low-income household at an affordable rent as set forth in the
Affordable Housing Covenant executed by Holder, Maker and City and recorded against the Site
(the "Affordable Housing Covenant").

       6.       Repayment. So long as the Maker owns and operates the Project in compliance
with the Affordable Housing Covenant and the Agreement and is not in default under this Note,
no payments shall be due hereunder, and the entire outstanding unpaid Principal and interest of
this Note shall be due and payable in full upon the earlier of (a) the fifty-fifth (55th) anniversary



805859v5 80087/0017                        Attachment No. 8                                     Page 1
of the closing of Maker's permanent Multifamily Housing Program loan; or (b) December 31,
2063.

       7.      Place of Payment. Payment shall be made in lawful money of the United States to
Holder c/o Redevelopment Agency of the City of Brentwood, 708 Third Street, Brentwood,
California 94513. The place of payment may be changed from time to time as the Holder may
from time to time designate in writing.

       8.      Non-Negotiability; Transfer. This Note is non-negotiable and not transferable by
Maker, except as provided in Section 102.4(d)(6) of the Agreement. Holder, at its option, may
negotiate transfer or assumption of this Note.

        9.      Prepayment. Maker shall have the right to prepay, at any time and from time to
time, all or any portion of the amounts owing under this Note without any premium or penalty.

        10.     Event of Default. The occurrence of any of the following shall constitute an event
of default under this Note: (a) Maker fails to pay any amount due hereunder within fifteen (15)
days of its due date; or (b) any default by Maker under the Deed of Trust, the Affordable
Housing Covenant, the Agreement or any other loan or other document affecting the Site, subject
to any applicable cure periods provided therein.

        11.     Payment Upon Default. At the option of the Holder hereof and without notice,
the entire unpaid principal and interest owing on this Note shall become immediately due and
payable, (a) upon the occurrence of any event of default, or (b) upon the sale, transfer,
assignment, conveyance or lease of the Property, in whole or in part, except for a pre-approved
or approved transfer under Section 102.4 of the Agreement, prior to repayment of the principal
and interest owing on this Note. This option may be exercised at any time following any such
event, and the acceptance of one or more installments thereafter shall not constitute a waiver of
Holder's option. Holder's failure to exercise such option shall not constitute a waiver of such
option with respect to any subsequent event. Holder's failure in the exercise of any other right or
remedy hereunder or under any agreement which secures the indebtedness or is related thereto
shall not affect any right or remedy and no single or partial exercise of any such right or remedy
shall preclude any further exercise thereof.

        12.     Interest Upon Default. At all times when Maker is in default hereunder by reason
of Maker's failure to pay principal or interest due under this Note or any amounts due under any
loan documents securing this Note, the interest rate on the sums as to which Maker is in default,
shall be the lower of the highest rate then allowed by law or five percent (5%) over the prime
interest rate announced by Wells Fargo Bank, N.A., as of the date of the default.

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




805859v5 80087/0017                       Attachment No. 8                                   Page 2
        14.     Attorney Fees. Maker agrees to pay immediately upon demand all costs and
expenses of Holder including reasonable attorneys' fees, (a) if after default this Note is placed in
the hands of an attorney or attorneys for collection, (b) if after a default hereunder or under the
Deed of Trust, Affordable Housing Covenant or the Agreement, or under any loan document
referred to herein, Holder finds it necessary or desirable to secure the services or advice of one or
more attorneys with regard to collection of this Note against Maker, any guarantor or any other
party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the
Affordable Housing Covenant, the Agreement, or other loan document, or (c) if Holder seeks to
have the Site abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any
stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the
enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted
by any bankruptcy or other court. If Holder shall be made a party to or shall reasonably
intervene in any action or proceeding, whether in court or before any governmental Agency,
affecting the Site or the title thereto or the interest of the Holder under the Deed of Trust,
including, without limitation, any form of condemnation or eminent domain proceeding, Holder
shall be reimbursed by Maker immediately upon demand for all costs, charges and attorneys' fees
incurred by Holder in any such case, and the same shall be secured by the Deed of Trust as a
further charge and lien upon the Site.

        15.     Notices. Any notices provided for in this Note shall be given by mailing such
notice by certified mail, return receipt requested at the address stated in this Note or at such
address as either party may designate by written notice, with a copy of such notice to the investor
limited partner whose address is U.S. Bancorp Community Investment Corporation, 1232
Washington Avenue, Suite 200, St. Louis, MO 63103, Attn: Elizabeth M. Stohr.

       16.      Successors and Assigns. This Note shall be binding upon Maker, its successors
and assigns.

       17.    Governing Law. This Note shall be construed in accordance with and be
governed by the laws of the State of California, without regard to conflict of laws principles.

       18.    Severability. If any provision of this Note is declared invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.

        19.     Limited Recourse. Holder's recovery against Maker under this Note shall be
limited solely to the Site, except that Maker may be personally liable to Holder for any losses or
damages incurred by the following matters: (a) fraud or willful misrepresentation; (b) material
physical waste of the Site; (c) failure to pay property or other taxes, assessments or charges,
which may create liens senior to the lien of the Deed of Trust on all or any portion of the Site to
the extent of such failure to pay; (d) any material representation or warranty of Borrower in this
Note, the Deed of Trust or the Agreement proving to have been untrue when made; (e) subject to
the rights of approved senior lenders, failure to deliver any insurance or condemnation proceeds
received by Maker to Holder or to otherwise apply such sums as required under the Deed of
Trust to the extent of the insurance or condemnation proceeds not delivered; (f) subject to the
rights of approved senior lenders, failure to apply any rents, royalties, accounts, revenues,
income, issues, profits and other benefits ("Project Income") from the Site which are collected or


805859v5 80087/0017                       Attachment No. 8                                     Page 3
received by Maker during the period of any default to the payment of either (i) such indebtedness
or other sums or (ii) the normal and necessary operating and maintenance expenses of the Site to
the extent such Project Income is not applied as set forth herein; and (g) any breach by Maker of
any covenant in the Deed of Trust or the Agreement regarding Hazardous Materials.




                                            MERCY HOUSING CALIFORNIA XII, a
                                            California limited partnership

                                                    By: Mercy Housing West, its general
                                                    partner

                                                    By:
                                                    Name:
                                                    Its:

                                                                  "MAKER"




805859v5 80087/0017                      Attachment No. 8                                  Page 4
                                     ATTACHMENT NO. 9

                                  AGENCY DEED OF TRUST




RECORDING REQUESTED BY                            )
AND WHEN RECORDED MAIL TO:                        )
                                                  )
City of Brentwood Redevelopment Agency            )
708 Third Street                                  )
Brentwood, CA 94513                               )
Attn: Redevelopment Manager                       )
                                                  )
                                                  )
                                                      This document is exempt from the payment of a recording
                                                      fee pursuant to Government Code § 6103.

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

APN:

        This DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING is made as of                  , 2006, among MERCY HOUSING CALIFORNIA
XII, a California limited partnership ("Trustor"), care of Mercy Housing Inc., 1999 Broadway,
Suite 1000, Denver, CO 80202, Attention: Asset Management, Fidelity National Title Company
("Trustee"), and REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, a public
body, corporate and politic ("Beneficiary"), whose address is 708 Third Street, Brentwood,
California 94513.

Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power of sale
and right of entry and possession, all of Trustor's right, title and interest now owned or hereafter
acquired in and to the real property in Contra Costa County, California, described on Exhibit A
attached hereto and incorporated herein by this reference, together with all buildings, structures
and improvements now existing or hereafter constructed thereon (the "Improvements") and all
other property and interests of any kind or character which may be reasonably necessary or
desirable to promote the present and future beneficial use and enjoyment of such real property
and improvements (the "Property").

1.      Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment
herein for the purpose of securing the following obligations (the "Secured Obligations"):
(a) payment of the sum of $1,400,000.00 with interest thereon according to the terms of a
promissory note (the "Note") of even date herewith, executed by Trustor in favor of Beneficiary
or order and any extension or renewals thereof; (b) payment of such further sums as the then
record owner of the Property may borrow from Beneficiary, when evidenced by a promissory
note or notes reciting that they are secured by this Deed of Trust; and (c) performance of each


805859v5 80087/0017                        Attachment No. 9                                             Page 1
agreement and obligation of Trustor contained in the Loan Agreement by and between Trustor,
Beneficiary and the City of Brentwood dated                        , 2006, incorporated herein
by reference (the "Loan Agreement") and the Affordable Housing Covenant between Trustor,
Beneficiary and the City of Brentwood dated                , 2006.

2.      Maintenance and Repair. Trustor shall (a) keep the Property in good condition and
repair and not remove or demolish any building; (b) complete or restore promptly and in good
and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay
when due all claims for labor performed and materials furnished; (d) comply with all laws
affecting the Property or requiring any alterations or improvements to be made; (e) not commit
or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune and do all other acts which
from the character or use of the Property may be reasonably necessary.

3.      Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included
with the term "extended coverage," and any other hazards for which Beneficiary requires
insurance, and liability insurance. The insurance carrier and the insurance policies and amounts
of coverage shall be acceptable to Beneficiary, the policies shall name Beneficiary as a loss
payee or an additional insured, as applicable, the policies shall include Beneficiary as an
additional insured, as applicable, and shall require 30 days' prior notice to Beneficiary before the
policy is modified or terminated.

4.      Defense of Security. Trustor shall appear in and defend any action or proceeding
purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall
pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such
action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by
Beneficiary to foreclose this Deed of Trust.

5.      Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency,
all taxes and assessments affecting the Property, including water stock assessments, subject to
Trustor's right to contest in good faith any such taxes or assessments; (b) when due, all
encumbrances, charges and liens, with interest, on the Property, which are or appear to be prior
or superior to this Deed of Trust; and (c) upon demand all costs, fees and expenses of this Deed
of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of
Trust, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to
or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of
Trust: (a) make or do the same in such manner and to such extent as either may deem necessary
to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for
such purposes; (b) appear in or commence any action or proceeding purporting to affect the
security, or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest or settle any
encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of
Trust; and (d) in exercising any such powers, pay allowable expenses, including attorneys' fees.

6.      Reimbursement of Costs. Trustor shall pay upon demand all sums expended by
Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from
date of expenditure at the maximum rate provided in the Note.




805859v5 80087/0017                       Attachment No. 9                                     Page 2
7.       No Waiver. By accepting payment of any sum after its due date, Beneficiary does not
waive its right either to require prompt payment when due of all other sums or declare a default
for failure to pay.

8.     Reconveyance. That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to
Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may
choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then
held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive
proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

9.      Assignment of Rents. Trustor hereby absolutely and unconditionally assigns to
Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits
(collectively, the "Rents") derived from the Property, whether now due, past due or to become
due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the
right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the
name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness
secured hereby in such order as Beneficiary may determine in its sole discretion. This
assignment of Rents is intended to create and shall be construed to create an absolute assignment
to Beneficiary of all of Trustor's right, title and interest in the Rents; provided, however, so long
as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any
other covenant contained herein, or in said note or notes or in any other document evidencing or
securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and
to retain, use and enjoy the same. Upon the occurrence of such a default and Trustor's failure to
cure within applicable cure periods, without the necessity of demand or other notice to Trustor or
any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no
interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents
shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly
to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further
notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time
thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the
Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to
exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter
make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct.
Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected
with respect to any payment of Rents made pursuant to such notice, irrespective of whether a
dispute exists between Trustor and Beneficiary with respect to the existence of a default or the
rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or
determine the validity or accuracy of such notice or the validity or enforceability of this
assignment. Trustor hereby agrees to indemnify, defend and hold any such tenant harmless from
and against any and all losses, claims, damages or liabilities arising from or related to any
payment of Rents by such tenant made in reliance on and pursuant to such notice.

10.    Default and Foreclosure. Upon default by Trustor in payment or performance of any
Secured Obligation, Beneficiary may declare all sums secured immediately due and payable by
delivery to Trustee of a declaration of default and demand for sale and of a notice of default and


805859v5 80087/0017                       Attachment No. 9                                     Page 3
of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall
deposit with Trustee this Deed of Trust, said note or notes and all documents evidencing
expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed
of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale
of the Property under the power of sale granted in this Deed of Trust, noticed and held in
accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended
from time to time. Trustor waives all rights it may have to require marshaling of assets or to
require sales of assets in any particular order, including any rights under California Civil Code
Sections 2899 and 3433.

11.     Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness
secured hereby, may from time to time, by instrument in writing, substitute a successor or
successors to any Trustee named herein or acting hereunder, which instrument executed by the
Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or
counties where the Property is situated, shall be conclusive proof of proper substitution of such
successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor,
succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name
of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of
Trust is recorded and the name and address of the new Trustee.

12.     Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and
binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and
assigns. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the
secured note or notes, whether or not named as Beneficiary herein.

13.    Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed
and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify
any party hereto of pending sale under any other deed of trust or of any action or proceeding in
which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

14.      Further Assurances. Trustor shall, at its own cost and expense, do, execute,
acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall
from time to time require, for better assuring, conveying, assigning, transferring, and confirming
unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter
so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee,
or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust,
or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and
deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name
of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel
mortgages, or comparable security instruments, to evidence more effectively the lien hereof.
Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to
time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or
evidencing the lien hereof upon any personal property and each instrument of further assurance,
to be filed, registered, or recorded in such manner and in such places as may be required by any
present or future law in order to publish notice of and fully to protect the lien hereof upon, and
the title of Trustee to, the Property encumbered hereby.


805859v5 80087/0017                        Attachment No. 9                                     Page 4
15.     Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of
the institution of any proceedings for the condemnation or other taking of all or any portion of
the Property, or knowledge of any casualty damage to the Property, or damage in any other
manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and
empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and
compromise any claim under the insurance policies covering the Property, to appear in and
prosecute any action arising from such insurance policies, to collect and receive insurance
proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such
proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to
incur any expense or take any action hereunder. Trustor hereby authorizes and empowers
Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in and
prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any
condemnation or other taking of all or any part of the Property, whether direct or indirect, and to
settle or compromise any claim in connection with such condemnation or other taking. The
proceeds of any award payment or claim for damages, direct or consequential, in connection with
any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof,
or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The
foregoing powers of attorney are coupled with an interest and are irrevocable. Beneficiary shall
release all insurance and condemnation proceeds to Trustor to be used to reconstruct the
improvements on the Property provided that Beneficiary determines that such restoration, repair
or rebuilding is economically feasible. If such insurance proceeds are insufficient for such
purposes, Trustor shall make up the deficiency. If the Property is subject to a partial
condemnation or taking, then the proceeds received therefrom shall be applied to restore the
Property taken, provided Beneficiary determines that such restoration is economically feasible
and no default exists under the Note following the expiration of all applicable cure periods. If
the Property is subject to a total condemnation, or if Beneficiary determines that restoration of
the Property is not feasible following a partial condemnation, or if a default exists then the
proceeds from any condemnation award or claim for damages shall be used first to repay all
sums under the Note, with the excess, if any, paid to Trustor. Beneficiary shall be under no
obligation to question the amount of any compensation, awards, proceeds, damages, claims,
rights of action, and payments relating to condemnation or other taking of the Property or insured
casualty affecting the Property, and may accept the same in the amount in which the same shall
be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds
damages or claims arising in connection with such condemnation or taking or such insurance as
Beneficiary may require.

16.      Severability. If any one or more of the provisions contained in this Deed of Trust shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this
Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein or therein, but only to the extent of such invalidity.

17.     Estoppel Certificate. Trustor shall, within ten (10) days of a written request from
Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the
sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which
exists against such sums and the obligations of this Deed of Trust.



805859v5 80087/0017                        Attachment No. 9                                     Page 5
18.     California Uniform Commercial Code Security Agreement; Fixture Filing. Trustor
hereby grants Beneficiary a security interest in all personal property of Trustor located on the
Property and wherever located and used in any way in connection with or in any way relating to
the Property, and whether now owned or hereafter in existence, acquired or created (including
equipment, inventory, goods, documents, instruments, general intangibles, chattel paper,
accounts, accounts receivable, deposit accounts and contract rights), and all fixtures of Trustor
now owned or hereafter in existence, acquired or created on, of or relating to the Property, and
all substitutions, replacements, additions, accessions and proceeds (including insurance
proceeds) of all of the foregoing (collectively, the "Personal Property"). Beneficiary may file
this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index,
as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of
any other security agreement or financing statement shall be sufficient as a financing statement.
In addition, Trustor shall execute and deliver to Beneficiary, upon Beneficiary's request, any
financing statements, as well as extensions, renewals and amendments thereof, and reproductions
of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with
respect to the Personal Property. Trustor shall pay all costs of filing such financing statements
and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable
costs and expenses of any record searches for financing statements Beneficiary may reasonably
require. Without the prior written consent of Beneficiary, Trustor shall not create or suffer to be
created pursuant to the California Uniform Commercial Code any other security interest in the
Personal Property. Upon Trustor's breach of any covenant or agreement of Trustor contained in
this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of
Trust, Beneficiary shall have the remedies of a secured party under the California Uniform
Commercial Code and, at Beneficiary's option, may also invoke any remedies provided in this
Deed of Trust as to the Personal Property. In exercising any of such remedies, Beneficiary may
proceed against the Property and any of the Personal Property separately or together and in any
order whatsoever, without in any way affecting the availability of Beneficiary's remedies under
the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This
Deed of Trust also covers goods which are or which are to become fixtures on the Property and
constitutes and is filed as a fixture filing under the California Uniform Commercial Code.

19.     Due-On-Sale or Encumbrance. If all or any part of the Property, or any interest therein,
or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a
corporation, partnership, trust, limited liability company or other legal entity), is, unless pre-
approved or approved in accordance with section 102.4 of the Loan Agreement, sold, transferred,
mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether
voluntarily or involuntarily or by operational law, Beneficiary may, at Beneficiary's option,
declare all of the sums secured by this Deed of Trust to be immediately due and payable, and
Beneficiary may invoke any remedies permitted by this Deed of Trust.

20.     No Discrimination. The Trustor covenants by and for itself and any successors in
interest that there shall be no discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, sexual preference, age, marital status,
source of income, physical handicap, medical condition, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the
Trustor itself or any person claiming under or through it establish or permit any such practice or



805859v5 80087/0017                       Attachment No. 9                                    Page 6
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property.

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

22.    Foreclosure. This Section 22 shall only apply if the development of the Property is
financed in part with Low-Income Housing Tax Credit financing. Notwithstanding anything to
the contrary contained herein or in any documents secured by this Deed of Trust or contained in
any subordination agreement, Beneficiary acknowledges and agrees that in the event of a
foreclosure or deed-in-lieu of foreclosure (collectively, "Foreclosure") with respect to the
Property encumbered by this Deed of Trust, the following rule contained in Section
42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), shall apply:
For a period of three (3) years from the date of Foreclosure, with respect to any unit that had
been regulated by the regulatory agreement with the California Tax Credit Allocation
Committee, (i) none of the tenants occupying those units at the time of Foreclosure may be
evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be
increased except as otherwise permitted under Section 42 of the Code.

23.     Subordination. The lien of this Deed of Trust and all of Beneficiary's rights and powers
under this Deed of Trust are co-equal in lien priority to the liens and rights of the City of
Brentwood under that certain Deed of Trust delivered or to be delivered by Trustor for the
benefit of the City of Brentwood in connection with a loan made or to be made to Trustor in the
amount of approximately $600,000.00.

24.     Right of Beneficiary to Cure Prior Deeds of Trust or Other Security Interest
Default. In the event of a default or breach by Trustor of a mortgage, deed of trust or other
security interest with respect to the Property, the Beneficiary may cure the default prior to
completion of any foreclosure. In such event, the Beneficiary shall be entitled to reimbursement
from the Trustor of all costs and expenses incurred by the Beneficiary in curing the default
secured by a lien upon the Property to the extent of such costs and disbursements.

        The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth.

                                             TRUSTOR:

                                             MERCY HOUSING CALIFORNIA XII, a
                                             California limited partnership

                                                     By: Mercy Housing West, its general
                                                     partner

                                                     By:




805859v5 80087/0017                       Attachment No. 9                                   Page 7
                                 Name:
                                 Its:




805859v5 80087/0017   Attachment No. 9   Page 8
                                         Exhibit A

                             LEGAL DESCRIPTION OF SITE

The land referred to herein is situated in the State of California, County of Contra Costa,
City of Brentwood, and is described as follows:




805859v5 80087/0017                    Attachment No. 9
                                           Exhibit A
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
                            ADDENDUM TO DEED OF TRUST,
                           ASSIGNMENT OF RENTS, SECURITY
                           AGREEMENT AND FIXTURE FILING


        This ADDENDUM TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING is made a part of that certain Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") dated as of
              , 2006, executed by MERCY HOUSING CALIFORNIA XII, as Trustor, in favor
of the REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, as Beneficiary.

1.      Hazardous Materials.

        (a)     Special Representations And Warranties. Without in any way limiting the other
representations and warranties set forth in the Deed of Trust, and after reasonable investigation
and inquiry, Trustor hereby specially represents and warrants to the best of Trustor's knowledge
as of the date of this Deed of Trust as follows:

                (i)     Except as previously disclosed to Beneficiary the subject property is not
        and has not been a site for the use, generation, manufacture, storage, treatment, release,
        threatened release, discharge, disposal, transportation or presence of any oil, flammable
        explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous
        wastes, toxic or contaminated substances or similar materials, including, without
        limitation, any substances which are "hazardous substances," "hazardous wastes,"
        "hazardous materials" or "toxic substances" under the Hazardous Materials Laws, as
        described below, and/or other applicable environmental laws, ordinances and regulations
        (collectively, the "Hazardous Materials"). "Hazardous Materials" shall not include
        commercially reasonable amounts of such materials used in the ordinary course of
        operation of the subject property which are used and stored in accordance with all
        applicable environmental laws, ordinances and regulations.

                 (ii)   The subject property is in compliance with all laws, ordinances and
        regulations relating to Hazardous Materials ("Hazardous Materials Laws"), including,
        without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the
        Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the
        Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901
        et seq.; the Comprehensive Environment Response, Compensation and Liability Act of
        1980, as amended (including the Superfund Amendments and Reauthorization Act of
        1986, "CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as
        amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as
        amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-
        Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of
        1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, as
        amended, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of
        other jurisdictions or orders and regulations.



805859v5 80087/0017                       Attachment No. 9                                   Page 1
                                             Addendum
                (iii)  There are no claims or actions ("Hazardous Materials Claims") pending or
        threatened against Trustor or the subject property by any governmental entity or agency
        or by any other person or entity relating to Hazardous Materials or pursuant to the
        Hazardous Materials Laws.

                (iv)    The subject property has not been designated as Border Zone Property
        under the provisions of California Health and Safety Code, Sections 25220 et seq. and
        there has been no occurrence or condition on any real property adjoining or in the vicinity
        of the subject property that could cause the subject property or any part thereof to be
        designated as Border Zone Property.

        (b)     Hazardous Materials Covenants. Trustor agrees as follows:

                (i)     Trustor shall not cause or permit the subject property to be used as a site
        for the use, generation, manufacture, storage, treatment, release, discharge, disposal,
        transportation or presence of any Hazardous Materials.

              (ii)  Trustor shall comply and cause the subject property to comply with all
        Hazardous Materials Laws.

               (iii)   Trustor shall immediately notify Beneficiary in writing of: (i) the
        discovery of any Hazardous Materials on, under or about the subject property; (ii) any
        knowledge by Trustor that the subject property does not comply with any Hazardous
        Materials Laws; (iii) any Hazardous Materials Claims; and (iv) the discovery of any
        occurrence or condition on any real property adjoining or in the vicinity of the subject
        property that could cause the subject property or any part thereof to be designated as
        Border Zone Property.

                (iv)   In response to the presence of any Hazardous Materials on, under or about
        the subject property, Trustor shall immediately take, at Trustor's sole expense, all
        remedial action required by any Hazardous Materials Laws or any judgment, consent
        decree, settlement or compromise in respect to any Hazardous Materials Claims.

        (c)     Inspection By Beneficiary. Upon reasonable prior notice to Trustor, Beneficiary,
its employees and agents, may from time to time (whether before or after the commencement of
a nonjudicial or judicial foreclosure proceeding) enter and inspect the subject property for the
purpose of determining the existence, location, nature and magnitude of any past or present
release or threatened release of any Hazardous Material into, onto, beneath or from the subject
property.

        (d)     Hazardous Materials Indemnity. Trustor hereby agrees to defend, indemnify and
hold harmless Beneficiary, its employees, agents, successors and assigns from and against any
and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other
expenses (including, without limitation, attorneys' fees and expenses) which Beneficiary may
incur as a direct or indirect consequence of the use, generation, manufacture, storage, disposal,
threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the
subject property, unless occasioned by the sole negligence or willful misconduct of Beneficiary.
Trustor shall immediately pay to Beneficiary upon demand any amounts owing under this

805859v5 80087/0017                        Attachment No. 9                                    Page 2
                                              Addendum
indemnity, together with interest at the rate of ten percent (10%) per annum. Trustor's duty and
obligations to defend, indemnify and hold harmless Beneficiary shall survive the release,
reconveyance or partial reconveyance of this Deed of Trust.

        (e)     Legal Effect of Section. Trustor and Beneficiary agree that: (i) this Paragraph 1
is intended as Beneficiary's written request for information (and Trustor's response) concerning
the environmental condition of the real property security as required by California Code of Civil
Procedure §726.5; and (ii) each provision in this Paragraph (together with any indemnity
applicable to a breach of any such provision) with respect to the environmental condition of the
real property security is intended by Beneficiary and Trustor to be an "environmental provision"
for purposes of California Code of Civil Procedure §736, and as such it is expressly understood
that Trustor's duty to indemnify Beneficiary hereunder shall survive: (y) any judicial or non-
judicial foreclosure under this Deed of Trust, or transfer of the subject property in lieu thereof,
and (z) the release and reconveyance or cancellation of this Deed of Trust.


                                                             Trustor's Initials




805859v5 80087/0017                       Attachment No. 9                                    Page 3
                                             Addendum
                                     ATTACHMENT NO. 10

                                     FORM OF CITY NOTE


                                      PROMISSORY NOTE

Not to Exceed                                                                                 , 2006
$600,000.00                                                          Brentwood, California

        FOR VALUE RECEIVED, MERCY HOUSING CALIFORNIA XII, a California limited
partnership ("Maker"), care of Mercy Housing Inc., 1999 Broadway, Suite 1000, Denver, CO
80202, Attention: Asset Management, promises to pay the CITY OF BRENTWOOD ("Holder"),
having an address of 708 Third Street, Brentwood, California 94513, the principal sum of SIX
HUNDRED THOUSAND DOLLARS ($600,000.00), pursuant to the terms and conditions set
forth below.

        1.     City Loan. This Note is made pursuant to Section 402 of that certain Loan
Agreement (the "Agreement") between Maker, Holder and the Redevelopment Agency of the
City of Brentwood (the "Agency"), dated              , 2006. This is a promissory note for the
repayment to Holder of the Six Hundred Thousand Dollar ($600,000.00) loan provided by
Holder to Maker (the "City Loan") in order to enable Maker to provide Affordable Units, as
defined below, on that certain real property described in the Agreement (the "Site"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement.

        2.     Disbursement. The City Loan shall be disbursed in accordance with and subject
to the Conditions Precedent to Disbursement of Loans set forth in Sections 403 and 404 of the
Agreement.

      3.     Interest. This Note shall bear simple interest at a rate of three percent (3%) per
annum from the date of disbursement, except as provided in Section 12 below.

        4.      Deed of Trust. Payment of this Note is secured by a deed of trust, assignment of
rents, security agreement and fixture filing (the "Deed of Trust") executed by Maker to Fidelity
National Title Company, as Trustee, for the benefit of Holder, which Deed of Trust shall be
recorded against the Site.

        5.     Affordable Units. Pursuant to the Agreement, the Site will be developed with 94
affordable apartments (the "Affordable Units"). Each Affordable Unit will be rented to a
qualified extremely low or very low-income household at an affordable rent as set forth in the
Affordable Housing Covenant executed by Holder, Maker and Agency and recorded against the
Site (the "Affordable Housing Covenant").

       6.       Repayment. So long as the Maker owns and operates the Project in compliance
with the Affordable Housing Covenant and the Agreement and is not in default under this Note,
no payments shall be due hereunder, and the entire outstanding unpaid Principal and interest of
this Note shall be due and payable in full upon the earlier of (a) the fifty-fifth (55th) anniversary


805859v5 80087/0017                       Attachment No. 10                                     Page 1
of the closing of Maker's permanent Multifamily Housing Program loan; or (b) December 31,
2063.

        7.     Place of Payment. Payment shall be made in lawful money of the United States to
Holder c/o City of Brentwood, 708 Third Street, Brentwood, California 94513. The place of
payment may be changed from time to time as the Holder may from time to time designate in
writing.

       8.      Non-Negotiability; Transfer. This Note is non-negotiable and not transferable by
Maker, except as provided in Section 102.4(d)(6) of the Agreement. Holder, at its option, may
negotiate transfer or assumption of this Note.

        9.      Prepayment. Maker shall have the right to prepay, at any time and from time to
time, all or any portion of the amounts owing under this Note without any premium or penalty.

        10.     Event of Default. The occurrence of any of the following shall constitute an event
of default under this Note: (a) Maker fails to pay any amount due hereunder within fifteen (15)
days of its due date; or (b) any default by Maker under the Deed of Trust, the Affordable
Housing Covenant, the Agreement or any other loan or other document affecting the Site, subject
to any applicable cure periods provided therein.

        11.     Payment Upon Default. At the option of the Holder hereof and without notice,
the entire unpaid principal and interest owing on this Note shall become immediately due and
payable, (a) upon the occurrence of any event of default, or (b) upon the sale, transfer,
assignment, conveyance or lease of the Property, in whole or in part, except for a pre-approved
or approved transfer under Section 102.4 of the Agreement, prior to repayment of the principal
and interest owing on this Note. This option may be exercised at any time following any such
event, and the acceptance of one or more installments thereafter shall not constitute a waiver of
Holder's option. Holder's failure to exercise such option shall not constitute a waiver of such
option with respect to any subsequent event. Holder's failure in the exercise of any other right or
remedy hereunder or under any agreement which secures the indebtedness or is related thereto
shall not affect any right or remedy and no single or partial exercise of any such right or remedy
shall preclude any further exercise thereof.

        12.     Interest Upon Default. At all times when Maker is in default hereunder by reason
of Maker's failure to pay principal or interest due under this Note or any amounts due under any
loan documents securing this Note, the interest rate on the sums as to which Maker is in default,
shall be the lower of the highest rate then allowed by law or five percent (5%) over the prime
interest rate announced by Wells Fargo Bank, N.A., as of the date of the default.

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




805859v5 80087/0017                      Attachment No. 10                                   Page 2
        14.     Attorney Fees. Maker agrees to pay immediately upon demand all costs and
expenses of Holder including reasonable attorneys' fees, (a) if after default this Note is placed in
the hands of an attorney or attorneys for collection, (b) if after a default hereunder or under the
Deed of Trust, Affordable Housing Covenant or the Agreement, or under any loan document
referred to herein, Holder finds it necessary or desirable to secure the services or advice of one or
more attorneys with regard to collection of this Note against Maker, any guarantor or any other
party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the
Affordable Housing Covenant, the Agreement, or other loan document, or (c) if Holder seeks to
have the Site abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any
stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the
enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted
by any bankruptcy or other court. If Holder shall be made a party to or shall reasonably
intervene in any action or proceeding, whether in court or before any governmental Agency,
affecting the Site or the title thereto or the interest of the Holder under the Deed of Trust,
including, without limitation, any form of condemnation or eminent domain proceeding, Holder
shall be reimbursed by Maker immediately upon demand for all costs, charges and attorneys' fees
incurred by Holder in any such case, and the same shall be secured by the Deed of Trust as a
further charge and lien upon the Site.

        15.     Notices. Any notices provided for in this Note shall be given by mailing such
notice by certified mail, return receipt requested at the address stated in this Note or at such
address as either party may designate by written notice, with a copy of such notice to the investor
limited partner whose address is U.S. Bancorp Community Investment Corporation, 1232
Washington Avenue, Suite 200, St. Louis, MO 63103, Attn: Elizabeth M. Stohr.

       16.      Successors and Assigns. This Note shall be binding upon Maker, its successors
and assigns.

       17.    Governing Law. This Note shall be construed in accordance with and be
governed by the laws of the State of California, without regard to conflict of laws principles.

       18.    Severability. If any provision of this Note is declared invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.

        19.     Limited Recourse. Holder's recovery against Maker under this Note shall be
limited solely to the Site, except that Maker may be personally liable to Holder for any losses or
damages incurred by the following matters: (a) fraud or willful misrepresentation; (b) material
physical waste of the Site; (c) failure to pay property or other taxes, assessments or charges,
which may create liens senior to the lien of the Deed of Trust on all or any portion of the Site to
the extent of such failure to pay; (d) any material representation or warranty of Borrower in this
Note, the Deed of Trust or the Agreement proving to have been untrue when made; (e) subject to
the rights of approved senior lenders, failure to deliver any insurance or condemnation proceeds
received by Maker to Holder or to otherwise apply such sums as required under the Deed of
Trust to the extent of the insurance or condemnation proceeds not delivered; (f) subject to the
rights of approved senior lenders, failure to apply any rents, royalties, accounts, revenues,
income, issues, profits and other benefits ("Project Income") from the Site which are collected or


805859v5 80087/0017                       Attachment No. 10                                    Page 3
received by Maker during the period of any default to the payment of either (i) such indebtedness
or other sums or (ii) the normal and necessary operating and maintenance expenses of the Site to
the extent such Project Income is not applied as set forth herein; and (g) any breach by Maker of
any covenant in the Deed of Trust or the Agreement regarding Hazardous Materials.




                                            MERCY HOUSING CALIFORNIA XII, a
                                            California limited partnership

                                                    By: Mercy Housing West, its general
                                                    partner

                                                    By:
                                                    Name:
                                                    Its:

                                                                   "MAKER"




805859v5 80087/0017                     Attachment No. 10                                  Page 4
                                     ATTACHMENT NO. 11

                                    CITY DEED OF TRUST




RECORDING REQUESTED BY                            )
AND WHEN RECORDED MAIL TO:                        )
                                                  )
City of Brentwood                                 )
708 Third Street                                  )
Brentwood, CA 94513                               )
Attn: Redevelopment Manager                       )
                                                  )
                                                  )
                                                      This document is exempt from the payment of a recording
                                                      fee pursuant to Government Code § 6103.

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

APN:

        This DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING is made as of                  , 2006, among MERCY HOUSING CALIFORNIA
XII, a California limited partnership ("Trustor"), care of Mercy Housing Inc., 1999 Broadway,
Suite 1000, Denver, CO 80202, Attention: Asset Management, Fidelity National Title Company
("Trustee"), and CITY OF BRENTWOOD, a public body, corporate and politic ("Beneficiary"),
whose address is 708 Third Street, Brentwood, California 94513.

Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power of sale
and right of entry and possession, all of Trustor's right, title and interest now owned or hereafter
acquired in and to the real property in Contra Costa County, California, described on Exhibit A
attached hereto and incorporated herein by this reference, together with all buildings, structures
and improvements now existing or hereafter constructed thereon (the "Improvements") and all
other property and interests of any kind or character which may be reasonably necessary or
desirable to promote the present and future beneficial use and enjoyment of such real property
and improvements (the "Property").

1.      Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment
herein for the purpose of securing the following obligations (the "Secured Obligations"):
(a) payment of the sum of $600,000.00 with interest thereon according to the terms of a
promissory note (the "Note") of even date herewith, executed by Trustor in favor of Beneficiary
or order and any extension or renewals thereof; (b) payment of such further sums as the then
record owner of the Property may borrow from Beneficiary, when evidenced by a promissory
note or notes reciting that they are secured by this Deed of Trust; and (c) performance of each
agreement and obligation of Trustor contained in the Loan Agreement by and between Trustor,

805859v5 80087/0017                       Attachment No. 11                                             Page 1
Beneficiary and the Redevelopment Agency of the City of Brentwood (the "Agency") dated
       , 2006, incorporated herein by reference (the "Loan Agreement"), and the Affordable
Housing Covenant between Trustor, Beneficiary and Agency dated                   , 2006.

2.      Maintenance and Repair. Trustor shall (a) keep the Property in good condition and
repair and not remove or demolish any building; (b) complete or restore promptly and in good
and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay
when due all claims for labor performed and materials furnished; (d) comply with all laws
affecting the Property or requiring any alterations or improvements to be made; (e) not commit
or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune and do all other acts which
from the character or use of the Property may be reasonably necessary.

3.      Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included
with the term "extended coverage," and any other hazards for which Beneficiary requires
insurance, and liability insurance. The insurance carrier and the insurance policies and amounts
of coverage shall be acceptable to Beneficiary, the policies shall name Beneficiary as a loss
payee or an additional insured, as applicable, the policies shall include Beneficiary as an
additional insured, as applicable, and shall require 30 days' prior notice to Beneficiary before the
policy is modified or terminated.

4.      Defense of Security. Trustor shall appear in and defend any action or proceeding
purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall
pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such
action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by
Beneficiary to foreclose this Deed of Trust.

5.      Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency,
all taxes and assessments affecting the Property, including water stock assessments, subject to
Trustor's right to contest in good faith any such taxes or assessments; (b) when due, all
encumbrances, charges and liens, with interest, on the Property, which are or appear to be prior
or superior to this Deed of Trust; and (c) upon demand all costs, fees and expenses of this Deed
of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of
Trust, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to
or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of
Trust: (a) make or do the same in such manner and to such extent as either may deem necessary
to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for
such purposes; (b) appear in or commence any action or proceeding purporting to affect the
security, or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest or settle any
encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of
Trust; and (d) in exercising any such powers, pay allowable expenses, including attorneys' fees.

6.      Reimbursement of Costs. Trustor shall pay upon demand all sums expended by
Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from
date of expenditure at the maximum rate provided in the Note.




805859v5 80087/0017                       Attachment No. 11                                    Page 2
7.       No Waiver. By accepting payment of any sum after its due date, Beneficiary does not
waive its right either to require prompt payment when due of all other sums or declare a default
for failure to pay.

8.     Reconveyance. That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to
Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may
choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then
held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive
proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

9.      Assignment of Rents. Trustor hereby absolutely and unconditionally assigns to
Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits
(collectively, the "Rents") derived from the Property, whether now due, past due or to become
due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the
right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the
name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness
secured hereby in such order as Beneficiary may determine in its sole discretion. This
assignment of Rents is intended to create and shall be construed to create an absolute assignment
to Beneficiary of all of Trustor's right, title and interest in the Rents; provided, however, so long
as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any
other covenant contained herein, or in said note or notes or in any other document evidencing or
securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and
to retain, use and enjoy the same. Upon the occurrence of such a default and Trustor's failure to
cure within applicable cure periods, without the necessity of demand or other notice to Trustor or
any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no
interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents
shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly
to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further
notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time
thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the
Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to
exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter
make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct.
Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected
with respect to any payment of Rents made pursuant to such notice, irrespective of whether a
dispute exists between Trustor and Beneficiary with respect to the existence of a default or the
rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or
determine the validity or accuracy of such notice or the validity or enforceability of this
assignment. Trustor hereby agrees to indemnify, defend and hold any such tenant harmless from
and against any and all losses, claims, damages or liabilities arising from or related to any
payment of Rents by such tenant made in reliance on and pursuant to such notice.

10.    Default and Foreclosure. Upon default by Trustor in payment or performance of any
Secured Obligation, Beneficiary may declare all sums secured immediately due and payable by
delivery to Trustee of a declaration of default and demand for sale and of a notice of default and

805859v5 80087/0017                       Attachment No. 11                                    Page 3
of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall
deposit with Trustee this Deed of Trust, said note or notes and all documents evidencing
expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed
of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale
of the Property under the power of sale granted in this Deed of Trust, noticed and held in
accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended
from time to time. Trustor waives all rights it may have to require marshaling of assets or to
require sales of assets in any particular order, including any rights under California Civil Code
Sections 2899 and 3433.

11.     Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness
secured hereby, may from time to time, by instrument in writing, substitute a successor or
successors to any Trustee named herein or acting hereunder, which instrument executed by the
Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or
counties where the Property is situated, shall be conclusive proof of proper substitution of such
successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor,
succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name
of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of
Trust is recorded and the name and address of the new Trustee.

12.     Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and
binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and
assigns. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the
secured note or notes, whether or not named as Beneficiary herein.

13.    Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed
and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify
any party hereto of pending sale under any other deed of trust or of any action or proceeding in
which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

14.      Further Assurances. Trustor shall, at its own cost and expense, do, execute,
acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall
from time to time require, for better assuring, conveying, assigning, transferring, and confirming
unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter
so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee,
or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust,
or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and
deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name
of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel
mortgages, or comparable security instruments, to evidence more effectively the lien hereof.
Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to
time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or
evidencing the lien hereof upon any personal property and each instrument of further assurance,
to be filed, registered, or recorded in such manner and in such places as may be required by any
present or future law in order to publish notice of and fully to protect the lien hereof upon, and
the title of Trustee to, the Property encumbered hereby.

805859v5 80087/0017                       Attachment No. 11                                     Page 4
15.     Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of
the institution of any proceedings for the condemnation or other taking of all or any portion of
the Property, or knowledge of any casualty damage to the Property, or damage in any other
manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and
empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and
compromise any claim under the insurance policies covering the Property, to appear in and
prosecute any action arising from such insurance policies, to collect and receive insurance
proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such
proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to
incur any expense or take any action hereunder. Trustor hereby authorizes and empowers
Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in and
prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any
condemnation or other taking of all or any part of the Property, whether direct or indirect, and to
settle or compromise any claim in connection with such condemnation or other taking. The
proceeds of any award payment or claim for damages, direct or consequential, in connection with
any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof,
or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The
foregoing powers of attorney are coupled with an interest and are irrevocable. Beneficiary shall
release all insurance and condemnation proceeds to Trustor to be used to reconstruct the
improvements on the Property provided that Beneficiary determines that such restoration, repair
or rebuilding is economically feasible. If such insurance proceeds are insufficient for such
purposes, Trustor shall make up the deficiency. If the Property is subject to a partial
condemnation or taking, then the proceeds received therefrom shall be applied to restore the
Property taken, provided Beneficiary determines that such restoration is economically feasible
and no default exists under the Note following the expiration of all applicable cure periods. If
the Property is subject to a total condemnation, or if Beneficiary determines that restoration of
the Property is not feasible following a partial condemnation, or if a default exists then the
proceeds from any condemnation award or claim for damages shall be used first to repay all
sums under the Note, with the excess, if any, paid to Trustor. Beneficiary shall be under no
obligation to question the amount of any compensation, awards, proceeds, damages, claims,
rights of action, and payments relating to condemnation or other taking of the Property or insured
casualty affecting the Property, and may accept the same in the amount in which the same shall
be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds
damages or claims arising in connection with such condemnation or taking or such insurance as
Beneficiary may require.

16.      Severability. If any one or more of the provisions contained in this Deed of Trust shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this
Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein or therein, but only to the extent of such invalidity.

17.     Estoppel Certificate. Trustor shall, within ten (10) days of a written request from
Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the
sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which
exists against such sums and the obligations of this Deed of Trust.


805859v5 80087/0017                       Attachment No. 11                                     Page 5
18.     California Uniform Commercial Code Security Agreement; Fixture Filing. Trustor
hereby grants Beneficiary a security interest in all personal property of Trustor located on the
Property and wherever located and used in any way in connection with or in any way relating to
the Property, and whether now owned or hereafter in existence, acquired or created (including
equipment, inventory, goods, documents, instruments, general intangibles, chattel paper,
accounts, accounts receivable, deposit accounts and contract rights), and all fixtures of Trustor
now owned or hereafter in existence, acquired or created on, of or relating to the Property, and
all substitutions, replacements, additions, accessions and proceeds (including insurance
proceeds) of all of the foregoing (collectively, the "Personal Property"). Beneficiary may file
this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index,
as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of
any other security agreement or financing statement shall be sufficient as a financing statement.
In addition, Trustor shall execute and deliver to Beneficiary, upon Beneficiary's request, any
financing statements, as well as extensions, renewals and amendments thereof, and reproductions
of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with
respect to the Personal Property. Trustor shall pay all costs of filing such financing statements
and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable
costs and expenses of any record searches for financing statements Beneficiary may reasonably
require. Without the prior written consent of Beneficiary, Trustor shall not create or suffer to be
created pursuant to the California Uniform Commercial Code any other security interest in the
Personal Property. Upon Trustor's breach of any covenant or agreement of Trustor contained in
this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of
Trust, Beneficiary shall have the remedies of a secured party under the California Uniform
Commercial Code and, at Beneficiary's option, may also invoke any remedies provided in this
Deed of Trust as to the Personal Property. In exercising any of such remedies, Beneficiary may
proceed against the Property and any of the Personal Property separately or together and in any
order whatsoever, without in any way affecting the availability of Beneficiary's remedies under
the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This
Deed of Trust also covers goods which are or which are to become fixtures on the Property and
constitutes and is filed as a fixture filing under the California Uniform Commercial Code.

19.     Due-On-Sale or Encumbrance. If all or any part of the Property, or any interest
therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a
corporation, partnership, trust, limited liability company or other legal entity), is, unless pre-
approved or approved in accordance with section 102.4 of the Loan Agreement, sold, transferred,
mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether
voluntarily or involuntarily or by operational law, Beneficiary may, at Beneficiary's option,
declare all of the sums secured by this Deed of Trust to be immediately due and payable, and
Beneficiary may invoke any remedies permitted by this Deed of Trust.

20.     No Discrimination. The Trustor covenants by and for itself and any successors in
interest that there shall be no discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, sexual preference, age, marital status,
source of income, physical handicap, medical condition, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the
Trustor itself or any person claiming under or through it establish or permit any such practice or


805859v5 80087/0017                       Attachment No. 11                                     Page 6
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property.

21.    Foreclosure. This Section 22 shall only apply if the development of the Property is
financed in part with Low-Income Housing Tax Credit financing. Notwithstanding anything to
the contrary contained herein or in any documents secured by this Deed of Trust or contained in
any subordination agreement, Beneficiary acknowledges and agrees that in the event of a
foreclosure or deed-in-lieu of foreclosure (collectively, "Foreclosure") with respect to the
Property encumbered by this Deed of Trust, the following rule contained in Section
42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), shall apply:
For a period of three (3) years from the date of Foreclosure, with respect to any unit that had
been regulated by the regulatory agreement with the California Tax Credit Allocation
Committee, (i) none of the tenants occupying those units at the time of Foreclosure may be
evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be
increased except as otherwise permitted under Section 42 of the Code.

22.     Subordination. The lien of this Deed of Trust and all of Beneficiary's rights and powers
under this Deed of Trust are co-equal in lien priority to the liens and rights of the Agency under
that certain Deed of Trust delivered or to be delivered by Trustor for the benefit of the Agency in
connection with a loan made or to be made to Trustor in the amount of approximately
$1,400,000.00.

23.     Right of Beneficiary to Cure Prior Deeds of Trust or Other Security Interest
Default. In the event of a default or breach by Trustor of a mortgage, deed of trust or other
security interest with respect to the Property, the Beneficiary may cure the default prior to
completion of any foreclosure. In such event, the Beneficiary shall be entitled to reimbursement
from the Trustor of all costs and expenses incurred by the Beneficiary in curing the default
secured by a lien upon the Property to the extent of such costs and disbursements.

        The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth.



                                             TRUSTOR:

                                             MERCY HOUSING CALIFORNIA XII, a
                                             California limited partnership

                                                     By: Mercy Housing West, its general
                                                     partner

                                                     By:
                                                     Name:
                                                     Its:




805859v5 80087/0017                      Attachment No. 11                                   Page 7
                                          Exhibit A

                             LEGAL DESCRIPTION OF SITE

The land referred to herein is situated in the State of California, County of Contra Costa,
City of Brentwood, and is described as follows:




805859v5 80087/0017                    Attachment No. 11
                                           Exhibit A
STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




STATE OF CALIFORNIA                   )
                                      ) ss.
COUNTY OF                             )

On                           , 200 , before me,                                             , the
undersigned, personally appeared                                                            ,

        (       )      personally known to me
        (       )      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.

WITNESS my hand and official seal:



Signature:




805859v5 80087/0017
                            ADDENDUM TO DEED OF TRUST,
                           ASSIGNMENT OF RENTS, SECURITY
                           AGREEMENT AND FIXTURE FILING


        This ADDENDUM TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING is made a part of that certain Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") dated as of
              , 2006, executed by MERCY HOUSING CALIFORNIA XII, as Trustor, in favor
of the CITY OF BRENTWOOD, as Beneficiary.

1.      Hazardous Materials.

        (a)     Special Representations And Warranties. Without in any way limiting the other
representations and warranties set forth in the Deed of Trust, and after reasonable investigation
and inquiry, Trustor hereby specially represents and warrants to the best of Trustor's knowledge
as of the date of this Deed of Trust as follows:

                (i)     Except as previously disclosed to Beneficiary the subject property is not
        and has not been a site for the use, generation, manufacture, storage, treatment, release,
        threatened release, discharge, disposal, transportation or presence of any oil, flammable
        explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous
        wastes, toxic or contaminated substances or similar materials, including, without
        limitation, any substances which are "hazardous substances," "hazardous wastes,"
        "hazardous materials" or "toxic substances" under the Hazardous Materials Laws, as
        described below, and/or other applicable environmental laws, ordinances and regulations
        (collectively, the "Hazardous Materials"). "Hazardous Materials" shall not include
        commercially reasonable amounts of such materials used in the ordinary course of
        operation of the subject property which are used and stored in accordance with all
        applicable environmental laws, ordinances and regulations.

                 (ii)   The subject property is in compliance with all laws, ordinances and
        regulations relating to Hazardous Materials ("Hazardous Materials Laws"), including,
        without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the
        Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the
        Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901
        et seq.; the Comprehensive Environment Response, Compensation and Liability Act of
        1980, as amended (including the Superfund Amendments and Reauthorization Act of
        1986, "CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as
        amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as
        amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-
        Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of
        1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, as
        amended, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of
        other jurisdictions or orders and regulations.



805859v5 80087/0017                      Attachment No. 11                                   Page 1
                                             Addendum
                (iii)  There are no claims or actions ("Hazardous Materials Claims") pending or
        threatened against Trustor or the subject property by any governmental entity or agency
        or by any other person or entity relating to Hazardous Materials or pursuant to the
        Hazardous Materials Laws.

                (iv)    The subject property has not been designated as Border Zone Property
        under the provisions of California Health and Safety Code, Sections 25220 et seq. and
        there has been no occurrence or condition on any real property adjoining or in the vicinity
        of the subject property that could cause the subject property or any part thereof to be
        designated as Border Zone Property.

        (b)     Hazardous Materials Covenants. Trustor agrees as follows:

                (i)     Trustor shall not cause or permit the subject property to be used as a site
        for the use, generation, manufacture, storage, treatment, release, discharge, disposal,
        transportation or presence of any Hazardous Materials.

              (ii)  Trustor shall comply and cause the subject property to comply with all
        Hazardous Materials Laws.

               (iii)   Trustor shall immediately notify Beneficiary in writing of: (i) the
        discovery of any Hazardous Materials on, under or about the subject property; (ii) any
        knowledge by Trustor that the subject property does not comply with any Hazardous
        Materials Laws; (iii) any Hazardous Materials Claims; and (iv) the discovery of any
        occurrence or condition on any real property adjoining or in the vicinity of the subject
        property that could cause the subject property or any part thereof to be designated as
        Border Zone Property.

                (iv)   In response to the presence of any Hazardous Materials on, under or about
        the subject property, Trustor shall immediately take, at Trustor's sole expense, all
        remedial action required by any Hazardous Materials Laws or any judgment, consent
        decree, settlement or compromise in respect to any Hazardous Materials Claims.

        (c)     Inspection By Beneficiary. Upon reasonable prior notice to Trustor, Beneficiary,
its employees and agents, may from time to time (whether before or after the commencement of
a nonjudicial or judicial foreclosure proceeding) enter and inspect the subject property for the
purpose of determining the existence, location, nature and magnitude of any past or present
release or threatened release of any Hazardous Material into, onto, beneath or from the subject
property.

        (d)     Hazardous Materials Indemnity. Trustor hereby agrees to defend, indemnify and
hold harmless Beneficiary, its employees, agents, successors and assigns from and against any
and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other
expenses (including, without limitation, attorneys' fees and expenses) which Beneficiary may
incur as a direct or indirect consequence of the use, generation, manufacture, storage, disposal,
threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the
subject property, unless occasioned by the sole negligence or willful misconduct of Beneficiary.
Trustor shall immediately pay to Beneficiary upon demand any amounts owing under this

805859v5 80087/0017                       Attachment No. 11                                    Page 2
                                              Addendum
indemnity, together with interest at the rate of ten percent (10%) per annum. Trustor's duty and
obligations to defend, indemnify and hold harmless Beneficiary shall survive the release,
reconveyance or partial reconveyance of this Deed of Trust.

        (e)     Legal Effect of Section. Trustor and Beneficiary agree that: (i) this Paragraph 1
is intended as Beneficiary's written request for information (and Trustor's response) concerning
the environmental condition of the real property security as required by California Code of Civil
Procedure §726.5; and (ii) each provision in this Paragraph (together with any indemnity
applicable to a breach of any such provision) with respect to the environmental condition of the
real property security is intended by Beneficiary and Trustor to be an "environmental provision"
for purposes of California Code of Civil Procedure §736, and as such it is expressly understood
that Trustor's duty to indemnify Beneficiary hereunder shall survive: (y) any judicial or non-
judicial foreclosure under this Deed of Trust, or transfer of the subject property in lieu thereof,
and (z) the release and reconveyance or cancellation of this Deed of Trust.


                                                             Trustor's Initials




805859v5 80087/0017                      Attachment No. 11                                    Page 3
                                             Addendum
          CITY COUNCIL AND REDEVELOPMENT AGENCY AGENDA ITEM NO. 3



Meeting Date:           May 9, 2006

Subject/Title:          Set date of Tuesday, May 23, 2006, at 6:00 p.m., for a Joint Workshop
                        with City Council/Redevelopment Agency on the Redevelopment
                        Agency and City Affordable Housing Programs.

Prepared by:            Ellen Bonneville, Housing Manager

Submitted by:           Howard Sword, Community Development Director



RECOMMENDATION
Set date of May 23, 2006 at 6:00 p.m. as the date for a joint workshop of the City
Council/Redevelopment Agency on the Redevelopment Agency and City affordable housing
programs.

PREVIOUS ACTION
The Community Development Director requests a joint workshop with City
Council/Redevelopment Agency to review the affordable housing programs for the
Redevelopment Agency and the City and to also review certain policy determinations as
pertains to the City’s affordable housing programs.

BACKGROUND
None.

FISCAL IMPACT
None.
                               CITY COUNCIL AGENDA ITEM NO. 4



Meeting Date: May 9, 2006

Subject/Title:   Approve a Resolution approving Temporary Use Permit No. 06-03 to allow the
                 Brentwood Chamber of Commerce the use of City right-of-way for the annual
                 Cornfest, located within the downtown and affecting the closure of surrounding
                 streets.

Prepared By:     Tim Nielsen, Assistant Planner

Submitted by: Howard Sword, Community Development Department Director


RECOMMENDATION
Approve a Resolution approving Temporary Use Permit No. 06-03 to allow for the use of City
right-of-way for the staging of the annual Cornfest sponsored by the Brentwood Chamber of
Commerce for three days, beginning at 5:00 p.m. on Friday, July 7th and ending at 6:30 p.m. on
Sunday July 9th.

PREVIOUS ACTION
On April 13, 2004, the City Council approved an amendment to the code section for temporary
use permits. The amended code provides that: “Any Temporary Use requesting the closure of
City right-of-way requires the approval of the City Council, except those street closures
permitted to be exercised by the Chief of Police, City Engineer, and the Director of Public Works
as provided in Brentwood Municipal Code, Title 10 and other provisions of City policy,
regulations, and the Municipal code.”

BACKGROUND
On March 29, 2006, the Brentwood Chamber of Commerce submitted an application to use City
right-of-way located in the downtown to hold its annual Cornfest.

The criteria for approval, when evaluating a request for a TUP, includes consideration of
impacts on traffic, circulation, parking, visibility, noise, harmful effects on adjoining property and
any other relevant impacts or considerations of the proposed use. The proposed use may be
reasonably conditioned to mitigate identified impacts or to ensure public health, safety or
welfare.

The proposed closures include several of the streets in the downtown. These streets include:
Maple Street, between Second Street and the end of Third Street including the Library Lot,
between the hours of 5:30 p.m. Wednesday, July 5, 2006 and 11:00 p.m. Sunday, July 9, 2006;
City Parking lot on Second Street, between 5:30 p.m. Wednesday, July 5, 2006 and 11:00 p.m.
Tuesday, July 11, 2006; Maple Street, between Midway Alley and Second Street, between the
hours of 5:30 p.m. Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006; Second Street,
between Brentwood Blvd. and 120’ south of Oak Street, between the hours of 5:30 p.m.
Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006; Pine Street, from Second Street to
Diablo Way, between the hours of 5:30 p.m. Thursday, July 6, 2006 and 11:00 p.m. Sunday,
July 9, 2006; First Street, from Pine Street to 70’ south of Pine Street, between the hours of 5:30
p.m. Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006; Oak Street, between Midway
Alley and the mid-block of Third Street and Fourth Street, between the hours of 5:30 p.m.
Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006; Oak Street, between the mid-
block of Third Street and Fourth Street, to the east property line of Liberty Union High School
District property, between the hours of 5:00 p.m. Friday, July 7, 2006 and 11:00 p.m. Saturday,
July 8, 2006; Midway Alley, between Oak Street and Pine Street, between the hours of 5:00
p.m. Friday July 7, 2006 and 11:00 p.m. Sunday, July 9, 2006; City Parking lot in front of City
Hall on Third Street between 5:00 p.m. Friday, July 7, 2006 and 11:00 p.m. Sunday, July 9,
2006; the west bound lane of Oak Street, between Midway Alley and First Street between 5:00
p.m. Friday, July 7, 2006 and 11:00 p.m. Sunday, July 9, 2006.

The event is estimated to attract up to 45,000 people to the downtown during the course of the
three day event.

Parking and traffic will be moderately impacted in the downtown. General parking will be
available in all Municipal parking lots except the City lot on Second Street, the City lot in front of
City Hall on Third Street, as well as on-street parking throughout the downtown area closed to
traffic.

The Cornfest Committee has requested use of the Redevelopment Agency-owned property for
additional parking. For many years, the Cornfest Committee has used the agency-owned parcel
on the corner of Walnut and Oak as a designated parking area, in conjunction with the safety
measures and efforts of the Brentwood Police Department. Due to the presence of burrowing
owls, this parcel is not available for use this year. Instead, the Redevelopment Agency has
offered the use of the former police station site adjacent to the Union Pacific Rail Road tracks on
the corner of Central Boulevard and Walnut Boulevard. The Redevelopment Agency will
consider the use of agency property as a separate agenda item.

Since approval of the City street closure must be approved by City Council, it is appropriate for
the TUP to be considered and approved by Council concurrently with the approval of the closure
of City streets and the establishment of tow-away zones.

FISCAL IMPACT
Cornfest will pay all facility and permit fees and reimburse the City for any expenses incurred in
conjunction with providing City services to the event.

Attachments:
    1. Resolution
    2. Street Closure Map




                                                  2
                                      RESOLUTION NO.


       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPROVING TEMPORARY USE PERMIT 06-03 AND AUTHORIZING THE CLOSURE
       OF CERTAIN STREETS AND TEMPORARILY ESTABLISHING NO PARKING
       RESTRICTIONS AND TOW-AWAY ZONES IN ORDER TO FACILITATE THE 2006
       BRENTWOOD CHAMBER OF COMMERCE CORNFEST TO BE HELD FOR THREE
       DAYS STARTING FRIDAY, JULY 7, 2006 AT 5:00 P.M. AND ENDING SUNDAY,
       JULY 9, 2006 AT 6:00 P.M..

       WHEREAS, the Brentwood Chamber of Commerce will be holding their annual Cornfest
from Friday, July 7, at 5:00 p.m. until Sunday, July 9, at 6:00 p.m., an event of significance
which attracts people to the downtown area; and

       WHEREAS, to accommodate the Chamber of Commerce Cornfest 2006, the Chamber
has requested that the following streets and parking lots be closed to traffic, as well as no
parking and tow away zones be established:

       •   Maple Street, between Second Street and the end of Third Street including the
           Library Lot, between the hours of 5:30 p.m. Wednesday, July 5, 2006 and 11:00 p.m.
           Sunday, July 9, 2006.

       •   City Parking lot on Second Street, between 5:30 p.m. Wednesday, July 5, 2006 and
           11:00 p.m. Tuesday, July 11, 2006.

       •   Maple Street, between Midway Alley and Second Street, between the hours of 5:30
           p.m. Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006.

       •   Second Street, between Brentwood Blvd. and 120’ south of Oak Street, between the
           hours of 5:30 p.m. Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006.

       •   Pine Street, from Second Street to Diablo Way, between the hours of 5:30 p.m.
           Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006.

       •   First Street, from Pine Street to 70’ south of Pine Street , between the hours of 5:30
           p.m. Thursday, July 6, 2006 and 11:00 p.m. Sunday, July 9, 2006.

       •   Oak Street, between Midway Alley and the mid-block of Third Street and Fourth
           Street, between the hours of 5:30 p.m. Thursday, July 6, 2006 and 11:00 p.m.
           Sunday, July 9, 2006.

       •   Oak Street, between the mid-block of Third Street and Fourth Street, to the east
           property line of Liberty Union High School District property, between the hours of
           5:30 p.m. Friday, July 7, 2006 and 11:00 p.m. Saturday, July 8, 2006.

       •   Midway Alley, between Oak Street and Pine Street, between the hours of 5:00 p.m.
           Friday July 7, 2006 and 11:00 p.m. Sunday, July 9, 2006.




                                               1
       •   City Parking lot in front of City Hall on Third Street between 5:00 p.m. Friday, July 7,
           2006 and 11:00 p.m. Sunday, July 9, 2006.

       •   The west bound lane of Oak Street, between Midway Alley and First Street between
           5:00 p.m. Friday, July 7, 2006 and 11:00 p.m. Sunday, July 9, 2006.

        WHEREAS, pursuant to Vehicle Code Section 21101(e), the City may temporarily close
portions of streets for parades and local special events such as Cornfest 2006 when the closing
is necessary for the safety and protection of persons who are to use those portions of the
streets during the temporary closure; pursuant to Vehicle Code Section 22507, the City may
prohibit parking on portions of streets during all or certain hours of the day; pursuant to Vehicle
Code Section 22651(b), (m), and (n), City peace officers may remove by towing any vehicle
from those portions of the streets where parking is prohibited; and

      NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
hereby approves TUP 06-03 and has ordered the Police Department to close the above
mentioned streets, prohibit parking and establish a tow-away zone between the hours of 5:00
p.m. Wednesday, July 5, 2006 and 11:00 p.m. Sunday, July 9, 2006.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
an adjourned regular meeting held on May 9, 2006 by the following vote:

Attachments:
    1. Conditions of Approval
    2. Street Closure Map




                                                2
                                             EXHIBIT A
                                      CONDITIONS OF APPROVAL
                                             TUP 06-03


Staff recommends the following conditions of approval be applied to the TUP for Cornfest:

   1.    The TUP shall be valid from July 5 through July 9, 2006.

   2.    The use shall be confined to the Redevelopment Agency-owned property located at
         the corner of Central Boulevard and Walnut Boulevard, the City-owned lot on Second
         Street, the downtown City Park, and the streets to be affected by the closure.

   3.    Applicant shall obtain approval of all required permits from the East Contra Costa Fire
         Protection District and submit a copy of said approval to The Community Development
         Department, prior to commencement of the use.

   4.    Applicant shall apply for solid waste services from the City Refuse Division and
         maintain said services during the entire event.

   5.    Applicant shall comply with all provisions of the Brentwood Police Department related
         to Cornfest.

   6.    Applicant shall obtain a Temporary Electrical Permit from the Brentwood Building
         Division prior to beginning the event if temporary power is to be provided on site.

   7.    If required at any time during the event, Cornfest shall implement a city mandated
         traffic control plan.

   8.    Applicant shall post a $1,000 cleanup bond with the City of Brentwood Parks and
         Recreation Department. At the conclusion of this event, the site shall be left free of
         debris, litter, or any other evidence of this temporary use.

   9.    Ensure proper disposal of waste from the site to the satisfaction of the City of
         Brentwood Public Works Department.

   10.   The City of Brentwood and the Redevelopment Agency will be added as additional
         insured in the insurance coverage purchased by the Cornfest Committee for the event
         in the amount acceptable to the City’s Risk Manager, and the Committee will provide a
         statement indemnifying the City of Brentwood and Redevelopment Agency against all
         claims, liability and loss resulting directly or indirectly from operations and activities on
         the properties.

   11.   Cornfest must secure the necessary use permit for use of City Park and the
         Community Center from the Parks and Recreation Department and reimburse the City
         for all expenses as a result of use of the park and Community Center.

   12.   Applicant shall provide proof of contract for portable sanitary facilities.

   13.   The applicant shall act as the coordinator with the vendors to ensure that they obtain
         City business licenses.


                                                  3
                              CITY COUNCIL AGENDA ITEM NO. 5



Meeting Date:     May 9, 2006

Subject/Title:   Adopt a Resolution authorizing the donation of $20,000 to the Brentwood
                 Chamber of Commerce to fund the Cornfest fireworks and a fee waiver in the
                 amount of $8,732.88 for costs associated with the city facilities and services
                 donated to the event.

Prepared by:     Linda Maurer, Economic Development Manager

Submitted by: Howard Sword, Community Development Director
              Craig Bronzan, Parks and Recreation Director



RECOMMENDATION
Adopt a Resolution authorizing the donation of $20,000 to the Brentwood Chamber of
Commerce to fund the Cornfest fireworks and a fee waiver in the amount of $8,732.88 for costs
associated with the city facilities and services donated to the event.

PREVIOUS ACTION
On June 14, 2005, the City Council approved Resolution no. 2005-143 adopting the 2005/06-
2006/07 Operating Budget for the City of Brentwood.

On January 24, 2006, the City Council approved Resolution no. 2006-18 amending the
Council/Administrative Policy Manual to add a new Policy No. 10-12 related to the polices and
procedures for requests for use of City Funds.

BACKGROUND
The Brentwood Chamber of Commerce’s annual Cornfest has become a long-standing
community-based event, as well as a major funding source for local service organizations
(Rotary, Soroptomists, Kiwanis, etc.) and local non-profits (Delta Resource Center, school
organizations, cancer society, etc). It is also provides significant revenue for the Chamber to
continue its annual programs and projects that support Brentwood’s business community, and
provides a unique opportunity to showcase our Downtown.

The Brentwood Chamber of Commerce has submitted an application for funding for the
Cornfest fireworks in the amount of $20,000. The fireworks display has traditionally been
funded out of the Economic Development division’s budget. Use of City Funds Policy No. 10-12
states that donation requests over $1,000 must be approved by the City Council. After review of
the application, staff feels this request meets the criteria outlined in the policy and therefore
recommends awarding the funding for the fireworks.

The Brentwood Chamber of Commerce has also submitted a fee waiver application totaling
$8,732.88 for costs associated with the rental of city facilities as well as for materials and
services associated with the Cornfest event. Use of City Funds Policy No. 10-12 states that fee
waiver or fee reduction requests over $5,000 must be approved by the City Council. After
review of the application, staff feels this request meets the criteria outlined in the policy related
to the Department Sponsored Program. The City’s Parks and Recreation department will be
receiving sponsorship credit for the waiver; therefore staff recommends awarding the fee waiver
to the Chamber.

This second recommendation is subject to Council approval of the Parks and Recreation
2006/2007 budget amendment. If the Council chooses not to amend the Parks and Recreation
department’s budget as it relates to the expense of this item, the responsibility to pay for these
facilities, materials and services becomes that of the Chamber of Commerce.


FISCAL IMPACT
The expenditure of $20,000 was included in the 2006/07 Operating Budget was approved by the
City Council on June 14, 2005. The fee waiver amount of $8,732.88 was not budgeted in the
2006/2007 Operating Budget. The fee waiver approval will only be in effect if the Council
approves a 2006/2007 budget amendment for Parks and Recreation in the requested amount.
Otherwise, the cost associated with the fee waiver request becomes the responsibility of the
Chamber of Commerce.




Attachments
Resolution
                                        RESOLUTION NO.


       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       AUTHORIZING THE DONATION OF $20,000 TO THE BRENTWOOD CHAMBER OF
       COMMERCE TO FUND THE CORNFEST FIREWORKS AND A FEE WAIVER IN THE
       AMOUNT OF $8,732.88 FOR COSTS ASSOCIATED WITH THE CITY FACILITIES
       AND SERVICES DONATED TO THE EVENT


       WHEREAS, on June 14, 2005, the City Council approved Resolution No. 2005-143
adopting the 2005/06-2006/07 Operating Budget for the City of Brentwood; and

        WHEREAS, on January 24, 2006, the City Council approved Resolution No. 2006-18
amending the Council/Administrative Policy Manual to add a new Policy No. 10-12 related to the
polices and procedures for requests for use of City Funds (the “Policy”); and

       WHEREAS, the Brentwood Chamber of Commerce’s annual Cornfest has become a
long-standing community-based event, as well as a major funding source for local service
organizations (Rotary, Soroptomists, Kiwanis, etc.) and local non-profits (Delta Resource
Center, school organizations, cancer society, etc); and

       WHEREAS, the event also provides significant revenue for the Chamber to continue its
annual programs and projects that support Brentwood’s business community, and provides a
unique opportunity to showcase our Downtown; and

       WHEREAS, the Brentwood Chamber of Commerce has submitted an application for
funding for the Cornfest fireworks in the amount of $20,000; and

       WHEREAS, after review of the application, the Director of Community Development has
determined the request meets the list of said criteria outlined in the Policy and is attached
hereto as Exhibit A; and

       WHEREAS, the Brentwood Chamber of Commerce has also submitted a fee waiver
application totaling $8,732.88 for costs associated with the rental of city facilities as well as for
materials and services associated with the Cornfest event; and

       WHEREAS, after review of the application, the Director of Parks and Recreation has
determined the request meets the list of said criteria outlined in the Policy and is attached
hereto as Exhibit B related to the Department Sponsored Program; and

       WHEREAS, the fee waiver request by the Chamber is subject to Council approval of the
Parks and Recreation 2006/2007 budget amendment; and

       WHEREAS, if the Council chooses not to amend the Parks and Recreation department’s
2006/2007 budget as it relates to the expense of fee waiver item, the responsibility to pay for
these facilities and services becomes that of the Chamber of Commerce.

       NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
authorizes the donation of $20,000 to the Brentwood Chamber of Commerce to fund the
Cornfest fireworks and a fee waiver in the amount of $8,732.88 for costs associated with the city
facilities, materials and services donated to the event, pending budget amendment approval by
the Council.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the day of May 9, 2006 by the following vote:

       AYES:
       NOES:
       ABSENT:
       ABSTAIN :
                                            Exhibit A

                                      Policy 10-12
                       Request for Donation Application Procedures

For all donation requests, the following standards will apply:

   1. Good cause exists that a donation is necessary or an activity/event will not take place.
      This includes a clearly stated public purpose and public benefit of the event and request,
      identifying the target population who will be served and how this relates to support of
      City funds.
   2. Applicant must demonstrate it has the managerial and fiscal competence to complete
      the project/event and give evidence that is has pursued other sources of financial
      support.
   3. If the organization or purpose of the event/activity is for a population greater than the
      City of Brentwood City limits, evidence must be given as to how funds are secured for
      those who live outside the city limits.
   4. A certificate of insurance or statement of self-insurance and hold harmless agreement
      must be provided by the permittee and should include the following language:
      Contractor or event sponsor shall hold harmless, defend and indemnify the City of
      Brentwood (City) and its officers, officials, employees and volunteers from and against
      any and all liability, loss, damage, expense, costs (including without limitation costs and
      fees of litigation) of every nature arising out of or in connection with contractor’s or event
      sponsor’s performance or work hereunder or its failure to comply with any of its
      obligations contained in the agreement, except such loss or damage which was caused
      by the sole negligence or willful misconduct of the City.

       Minimum limits of insurance are $1,000,000 for General Liability, Automobile Liability,
       Employer’s Liability and Errors and Omissions. In most cases, the insured party will
       need to supply an endorsement naming the City of Brentwood as additional insured.
       This documentation must be provided to the City at least fourteen (14) business days
       prior to the start of the event.

       Any exceptions to the insurance requirement must be approved in writing by the
       Assistant City Manager or its designee.

   5. Scheduling and use of facilities and events are subject to availability of requested
      facilities and do not have preference over City programs and activities or previous
      commitments to outside parties.
   6. Reasonable steps shall be made by the permittee to minimize impacts to City facilities,
      programs, and residents.
   7. Within 30 days of completion of any event in which a donation was received, the
      permittee will provide a written report to the respective Director of the event, to include at
      a minimum: number of participants; event revenue and expenses; copies of all publicity
      of the event; any benefit to the community and an accounting of where/when/how the
      proceeds of the event will be dispersed.
   8. Failure to abide by the rules and procedures as set forth in this document will result in
      the respective permittee being denied for funding and ineligible to request future fee
      waiver and/or fee reductions.
                                            Exhibit B

                                     Policy 10-12
          Request for Fee Waiver and/or Fee Reduction Application Procedures

ALL fee waiver and/or fee reduction requests must be made in writing by using the attached
application and must fall under one of the following categories:

                                Intergovernmental Cooperation
                                Department Sponsored Program
                                 Financial Hardship / Non-Profit
                                   Private Community Benefit

Fees may be waived and/or reduced for events and programs if the Director determines that all
of the following criteria are met:

   1. The agency is a 501(c)(3) or (c)(6) non-profit organization;
   2. The organization provides proof it is a valid non-profit or community service organization
       serving the citizens of Brentwood;
   3. The imposition of fees would create a financial hardship on the organization or would
       have a detrimental effect upon the services provided to the public;
   4. The service provided by the City is within the scope of services normally provided by the
       respective Department;
   5. Appropriate recognition as co-sponsor or partner of the event or program is provided for
       the City of Brentwood on all promotional materials and at the event or program and such
       promotional materials are approved by the Graphic Standards Committee. All
       promotional materials representing the City must follow the graphic standards
       guidelines;
   6. The program or event is determined by City Council, the City Manager or the appropriate
       Department Director to provide a public benefit and be of significant value to the
       community or to a significant portion of its residents;
   7. All resources provided by the City in sponsorship of the event must be provided for
       within the Department’s current budget allocations without a reduction of services;
   8. The event or program is open to the public and is in compliance with the City’s non-
       discrimination policy. Whether the event or program is in compliance with the City’s non-
       discrimination policy will be determined by the appropriate Department Director and may
       be appealed pursuant to the terms of this policy;
   9. It is determined that the proposed event or program will have no significant impacts on
       the facilities or department activities, that the permittee will provide volunteer services
       and materials to mitigate any impacts created by the event or program, or that the
       impacts are adequately offset by the public benefit provided by the program or event;
   10. It is determined that no profit will be made from the event by the permittee or by any
       other individuals or private business; or, If a fee is charged, a reasonable portion of the
       proceeds will be paid to the City. Determination of a fee amount will be based on the
       information provided in the attached “Schedule A” worksheet.
   11. A certificate of insurance or statement of self-insurance and hold harmless agreement
       must be provided by the permittee and should include the following language:
       Contractor or event sponsor shall hold harmless, defend and indemnify the City of
       Brentwood (City) and its officers, officials, employees and volunteers from and against
       any and all liability, loss, damage, expense, costs (including without limitation costs and
       fees of litigation) of every nature arising out of or in connection with contractor’s or event
   sponsor’s performance or work hereunder or its failure to comply with any of its
   obligations contained in the agreement, except such loss or damage which was caused
   by the sole negligence or willful misconduct of the City.

   Minimum limits of insurance are $1,000,000 for General Liability, Automobile Liability,
   Employer’s Liability and Errors and Omissions. In most cases, the insured party will
   need to supply an endorsement naming the City of Brentwood as additional insured.
   This documentation must be provided to the City at least fourteen (14) business days
   prior to the start of the event.

   Any exceptions to the insurance requirement must be approved in writing by the
   Assistant City Manager or its designee.

12. Scheduling and use of facilities and events are subject to availability of requested
    facilities and do not have preference over City programs and activities or previous
    commitments to outside parties.
13. Reasonable steps shall be made by the permittee to minimize impacts to City facilities,
    programs, and residents.
14. Within 30 days of completion of any event in which a donation was received, the
    permittee will provide a written report to the respective Department Director of the event,
    to include at a minimum: number of participants; event revenue and expenses; copies of
    all publicity of the event; any benefit to the community and an accounting of
    where/when/how the proceeds of the event will be dispersed.
15. Failure to abide by the rules and procedures as set forth in this document will result in
    the respective permittee being denied for funding and ineligible to request future fee
    waiver and/or fee reductions.
                             CITY COUNCIL AGENDA ITEM NO. 6



Meeting Date:    May 9, 2006

Subject/Title:   Adopt a resolution authorizing a $10,000 donation to the Brentwood Chamber
                 of Commerce for the Brentwood Farmers’ Market

Prepared by:     Linda Maurer, Economic Development Manager

Submitted by: Howard Sword, Community Development Director


RECOMMENDATION
Adopt a resolution authorizing a $10,000 donation to the Brentwood Chamber of Commerce for
the Brentwood Farmers’ Market.

PREVIOUS ACTION
On June 14, 2005, the City Council approved Resolution No. 2005-143 adopting the 2005/06-
2006/07 Operating Budget for the City of Brentwood.

On January 24, 2006, the City Council approved Resolution No. 2006-18 amending the
Council/Administrative Policy Manual to add a new Policy No. 10-12 related to the polices and
procedures for requests for use of City Funds.

BACKGROUND
The Brentwood Chamber of Commerce serves as the annual sponsor for the Brentwood
Farmers’ Market. Located in City Park, this seasonal community event draws thousands of
residents into the Downtown and has become an event with many positive public benefits,
including the promotion and consumption of locally-grown produce.

The Brentwood Chamber of Commerce has been a source of funding for the Brentwood
Farmers’ Market since its inception in 2004. As part of that agreement, the City agreed to help
underwrite the costs of the Farmers’ Market for a three-year period. In fiscal years 2003/2004
and 2004/2005, the City contributed $14,000 annually to the Chamber for the event. In fiscal
year 2005/2006, the City’s contribution amount is $10,000. Staff is seeking approval for the
agreed-upon funding for fiscal year 2005/2006 in the amount of $10,000.

Use of City Funds Policy No. 10-12 states that donation requests over $1,000 must be approved
by the City Council. After review of the application, staff feels this request meets the criteria
outlined in the policy and therefore recommends awarding the funding for the Farmers’ Market.

FISCAL IMPACT
The expenditure of $10,000 was included in the Economic Development 2005/06 Operating
Budget as approved by the City Council on June 14, 2005.


Attachments
Resolution
                                     RESOLUTION NO.


       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       AUTHORIZING THE DONATION OF $10,000 TO THE BRENTWOOD CHAMBER OF
       COMMERCE TO FUND THE BRENTWOOD FARMERS’ MARKET


       WHEREAS, on June 14, 2005, the City Council approved Resolution No. 2005-143
adopting the 2005/06-2006/07 Operating Budget for the City of Brentwood; and

        WHEREAS, on January 24, 2006, the City Council approved Resolution No. 2006-18
amending the Council/Administrative Policy Manual to add a new Policy No. 10-12 related to the
polices and procedures for requests for use of City Funds (the “Policy”); and

       WHEREAS, the Brentwood Chamber of Commerce has submitted an application for
funding for the Farmers’ Market in the amount of $10,000; and

      WHEREAS, this seasonal, community event draws thousands of residents into the
Downtown and has become an event with many positive public benefits, including the promotion
and consumption of locally-grown produce; and

       WHEREAS, the Brentwood Chamber of Commerce has been a source of funding for the
Brentwood Farmers’ Market since its inception in 2004. As part of that agreement, the City
agreed to help underwrite the costs of the Farmers’ Market for a three-year period; and

        WHEREAS, in fiscal years 2003/2004 and 2004/2005, the City contributed $14,000
annually to the Chamber for the event. In fiscal year 2005/2006, the City’s contribution amount
is $10,000; and

       WHEREAS, after review of the application, the Director of Community Development has
determined the request meets the list of said criteria outlined in the Policy and is attached
hereto as Exhibit A.

       NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
authorizes the donation of $10,000 to the Brentwood Chamber of Commerce to fund the
Farmers’ Market.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the day of May 9, 2006 by the following vote:

       AYES:
       NOES:
       ABSENT:
       ABSTAIN :
                                            Exhibit A

                                      Policy 10-12
                       Request for Donation Application Procedures

For all donation requests, the following standards will apply:

   1. Good cause exists that a donation is necessary or an activity/event will not take place.
      This includes a clearly stated public purpose and public benefit of the event and request,
      identifying the target population who will be served and how this relates to support of
      City funds.
   2. Applicant must demonstrate it has the managerial and fiscal competence to complete
      the project/event and give evidence that is has pursued other sources of financial
      support.
   3. If the organization or purpose of the event/activity is for a population greater than the
      City of Brentwood City limits, evidence must be given as to how funds are secured for
      those who live outside the city limits.
   4. A certificate of insurance or statement of self-insurance and hold harmless agreement
      must be provided by the permittee and should include the following language:
      Contractor or event sponsor shall hold harmless, defend and indemnify the City of
      Brentwood (City) and its officers, officials, employees and volunteers from and against
      any and all liability, loss, damage, expense, costs (including without limitation costs and
      fees of litigation) of every nature arising out of or in connection with contractor’s or event
      sponsor’s performance or work hereunder or its failure to comply with any of its
      obligations contained in the agreement, except such loss or damage which was caused
      by the sole negligence or willful misconduct of the City.

       Minimum limits of insurance are $1,000,000 for General Liability, Automobile Liability,
       Employer’s Liability and Errors and Omissions. In most cases, the insured party will
       need to supply an endorsement naming the City of Brentwood as additional insured.
       This documentation must be provided to the City at least fourteen (14) business days
       prior to the start of the event.

       Any exceptions to the insurance requirement must be approved in writing by the
       Assistant City Manager or its designee.

   5. Scheduling and use of facilities and events are subject to availability of requested
      facilities and do not have preference over City programs and activities or previous
      commitments to outside parties.
   6. Reasonable steps shall be made by the permittee to minimize impacts to City facilities,
      programs, and residents.
   7. Within 30 days of completion of any event in which a donation was received, the
      permittee will provide a written report to the respective Director of the event, to include at
      a minimum: number of participants; event revenue and expenses; copies of all publicity
      of the event; any benefit to the community and an accounting of where/when/how the
      proceeds of the event will be dispersed.
   8. Failure to abide by the rules and procedures as set forth in this document will result in
      the respective permittee being denied for funding and ineligible to request future fee
      waiver and/or fee reductions.
                         CITY COUNCIL AGENDA ITEM NO. 7


Meeting Date: May 9, 2006

Subject/Title:   Adopt a Resolution approving and authorizing the City Manager to execute a
                 License Agreement for landscape maintenance of City right-of-way by private
                 non-residential property owners in Landscape and Lighting District No. 02-12,
                 Sunset Industrial Complex.

Prepared by:     Engineering: D. Galey

Submitted by: Engineering: B. Grewal


RECOMMENDATION
Adopt a Resolution approving and authorizing the City Manager to execute a License
Agreement for landscape maintenance of City right-of-way by private non-residential property
owners in Landscape and Lighting District No. 02-12, Sunset Industrial Complex.

PREVIOUS ACTION
Actions were taken in prior years to form the City’s existing 46 Landscape & Lighting
Assessment Districts (LLAD’s) and Citywide Park Maintenance District. Engineer’s Reports
setting annual assessment rates have been approved each year by the City Council prior to
finalizing the tax roll with the County and levying assessments.

On January 14, 2003, by Resolution No. 2776, City Council formed Landscape and Lighting
District No. 02-12 (“LLD”) for funding the maintenance of public area street lighting and
landscaping benefiting properties located within the Sunset Industrial Complex.

BACKGROUND
The City’s Landscape and Lighting Districts (LLD) are formed as a funding mechanism for the
maintenance of public area landscaping and street lighting. Every new development, residential
and commercial per their Standard Conditions of Approval, are required to participate within an
LLD to contribute to on-going maintenance funding for improvements constructed as a part of
new development projects. As Sunset Industrial Complex was being developed by the City and
master improvements were being constructed, LLD No. 02-12 was formed, and each
subsequent property owner/developer of the new industrial parcels have been conditioned to
participate.

Some of the new property owners/developers have expressed an interest in maintaining the
landscape improvements that are located within the City right-of-way fronting their properties.
They would prefer to maintain these improvements themselves, rather then having the City
maintain the improvements and assess the cost to the benefiting properties through the LLD on
the annual property tax bill. These property owners feel they are able to maintain the
landscaping at a higher level of service and lower cost than the City is able to do through public
contracting requirements. Non-residential property owners would also like the ability to provide
for enhanced landscaping, entry statements, seasonal color, etc., located behind the curb out of
traffic areas, which can benefit their properties and businesses, and is not within the
maintenance standard typically provided by the City. To accommodate these interests, each
non-residential LLD at district formation, includes this maintenance option and the associated
maximum assessment rate. The City is memorializing this understanding with those property
owners who choose to maintain improvements themselves with this License Agreement.

A few of the property owners in the Sunset Industrial LLD approached the City with their interest
in assuming landscape maintenance. In response to their inquiry, staff polled all property
owners within the Sunset Industrial Complex through interest letters and met with a number of
the owners in person. All property owners, excluding two, have chosen to maintain their
property frontage themselves. As a result, staff has drafted a License Agreement allowing the
property owners to enter and maintain the landscaping within the City right-of-way fronting their
properties. The agreement identifies maintenance responsibility, minimum maintenance
standards, indemnification requirements for entering City right-of-way and resulting Landscaping
and Lighting District assessments for areas continuing to be maintained by the City (i.e. median
landscaping, arterial/collector street landscaped parkways and street lighting). The agreement
also specifies resumption of maintenance by the City and LLD assessments to be levied, should
maintenance standards not be met.

Staff proposes to utilize this License Agreement with the Sunset Industrial Complex property
owners choosing to maintain their frontage landscaping. Property owners choosing not to enter
into the agreement will continue to have the City maintain their right-of-way frontage with costs
covered through the existing LLD. Once authorized by Council the City Manager will execute
this agreement with each existing property owner and future owners as parcel ownership
transfers.

FISCAL IMPACT
Maintenance of public right-of-way landscaping by private property owners results in decreased
maintenance cost by the City. The Landscaping and Lighting District’s maximum annual
assessment, identified at district formation, will be set to include the cost of frontage
maintenance should the property owner not maintain to City standards or choose to have the
City maintain these improvements.

Attachments:
Resolution
Form of License Agreement
                                       RESOLUTION NO.


        A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
        APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A LICENSE
        AGREEMENT FOR LANDSCAPE MAINTENANCE OF CITY RIGHT-OF-WAY BY
        PRIVATE NON-RESIDENTIAL PROPERTY OWNERS IN LANDSCAPE AND
        LIGHTING DISTRICT NO. 02-12, SUNSET INDUSTRIAL COMPLEX.

        WHEREAS, Section 22500-22679 of the California Streets and Highways Code, known
as the Landscape and Lighting Act of 1972, authorizes local agencies to form Assessment
Districts for the levy and collection of landscape maintenance funding from benefiting properties;
and

        WHEREAS, the City Council of the City of Brentwood has formed 46 Landscape and
Lighting Assessment Districts through prior actions for the funding of landscape improvements
constructed by new development projects; and

       WHEREAS, on January 14, 2003, by Resolution No. 2776, City Council formed
Landscape and Lighting District No. 02-12 (“LLD”) for funding the maintenance of public area
street lighting and landscaping benefiting properties located within the Sunset Industrial
Complex; and

      WHEREAS, non-residential development has requested the City allow landscape
maintenance of public right-of-way by private non-residential property owners.

        NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Brentwood
that:
        1. A License Agreement for landscape maintenance of City right-of-way by non-
           residential property owners located in landscape and Lighting District No. 02-12,
           Sunset Industrial Complex, is hereby approved.
        2. The License Agreement identifies maintenance responsibility, minimum maintenance
           standards, indemnification requirements for entering City right-of-way and resulting
           Landscaping and Lighting District assessments.
        3. The City Manager is authorized to execute said agreement with current Landscape
           and Lighting District No. 02-12 (Sunset Industrial Complex) property owners and
           future property owners are parcels transfer ownership.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
                REVOCABLE LICENSE AGREEMENT AND RIGHT
                   TO ENTER, CONSTRUCT AND MAINTAIN
     LANDSCAPE AND LIGHTING DISTRICT 02-12, SUNSET INDUSTRIAL COMPLEX



THIS REVOCABLE LICENSE AGREEMENT AND A RIGHT TO ENTER, CONSTRUCT AND
MAINTAIN (“Agreement”) is entered into as of this ________ day of _________________,
200_, by and among CITY OF BRENTWOOD, a municipal corporation (“City”) and
________________________________________________ (“Property Owner”).

                                          RECITALS

A.    The City of Brentwood accepted dedication of certain property and easements
______________________________________________________________________, shown
in Exhibit A and incorporated herein by this reference (“Property”), as part of
____________________________________________________________________________.

B.     City has subsequently entered into a Purchase Agreement for the sale of Lot ______
Subdivision Map No. _________ adjacent to said Property, with intent the lot be developed for
commercial purposes by the buyer (“Property Owner”).

C. Property Owner has applied for Design Review _____ for a commercial/industrial building
design and related improvements located at ____________________________ and received
City Council/Planning Commission’s approval, ______________________ (date) by Resolution
______.

D. As a part of City Council/Planning Commission approval, Property Owner is required to
form or annex into a City of Brentwood Landscape and Lighting District, or alternate financing
mechanism for maintenance of all street lights and landscaping “Improvements” adjacent to the
site.

E.    City of Brentwood Landscape and Lighting District _______ (“LLD”) was formed by City
Council on ________________________ by Resolution No. ____ for funding the maintenance
of public area street lighting and landscaping located within and adjacent to
____________________________________________________________________,               which
includes the Property.

F.   Property Owner has requested the City relinquish construction and maintenance of
landscaping and irrigation Improvements on the Property to the Property Owner.

G. The purpose of this Agreement is to: (1) memorialize the granting by City to Property
Owner, their employees, contractors, or their agents, the necessary right of entry over and upon
the Property for the purpose of constructing and maintaining the improvements; and (2) to set
forth the terms and conditions of the right to enter, construct and maintain the Improvements.
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.    Grant of License and Use of Public Rights of Way. City hereby grants to Property Owner,
their employees, contractors, or their agents, a license for the temporary right to enter, construct
and maintain, together with the necessary right of ingress and egress over the Property as
shown in the attached Exhibit “A” and incorporated herein by this reference.

The purpose of this right to enter, construct and maintain shall be limited to activities related to
construction and maintenance of the Improvements and any incidental appurtenances related to
Improvements. This right to enter is temporary in nature and does not constitute a deed, grant of
easement or leasehold interest in the Easement Property.

2.    Construction and Maintenance. Improvements, not already constructed by City, shall be
constructed on Property by Property Owner, and Property Owner hereby agrees to assume
maintenance responsibility of, and associated costs, including utilities, for, Improvements.
Construction of all Improvements shall be per the City of Brentwood Standard Plans and
Specifications in effect at the time of construction. Property Owner shall maintain Improvements
per the City of Brentwood Maintenance Standards (“Standards”) attached to this agreement as
Exhibit “B” and which is incorporated herein by this reference, as may be revised from time to
time. Construction and maintenance of Improvements shall be at the expense of Property
Owner.

Upon completion of construction, should property owner not maintain Improvements to current
Standards, as determined by the City, or fail to pay for the Improvement’s maintenance or utility
bills, the City shall have the right to resume maintenance responsibility and this License
Agreement shall be revoked. In the event Standards are not met, City shall provide Property
Owner written notice and Property Owner shall have thirty (30) days to comply with Standards.

3.     Permits. The City will not require the issuance of an encroachment permit to Property
Owner provided the work to be performed consists of routine and on-going maintenance, repair
and replacement, including the installation of the landscaping, irrigation and associated
appurtenances. If such work is other than routine, on-going work, including but not limited to
revising plant palette, design and layout, replacement of a majority of the plant material or
irrigation system, or relocation of irrigation system, Property Owner shall obtain at their own cost
an encroachment permit and any other permits required by City.

4.    Landscape and Lighting District Assessment. Upon execution of this Agreement and
assumption of maintenance responsibility by Property Owner, City shall relinquish maintenance
and associated costs of Improvements to Property Owner. Upon relinquishment, LLD annual
assessment shall only include costs associated with maintenance of areas benefiting
_______________________________________ (property/project) not relinquished to Property
Owner, and remaining the responsibility of City. These remaining areas include, but may not be
limited to, _______________________________________ median, and public street lighting
throughout the _______________________ (subdivision/area). Insofar as all parties are
meeting obligations and conditions of this Agreement, LLD assessment by City shall not include
costs associated with maintenance of Improvements relinquished to Property Owner.
In the event Standards are not met, and City resumes maintenance responsibility as identified in
Section 2, City shall apply funds available from the LLD to cause necessary work to be
performed on Property. In this event, the annual LLD assessment shall include costs associated
with all areas maintained by City, including Property and benefiting Property Owner, insofar as
the assessment is within the limits as identified at LLD formation (including applicable
Consumer Price Index increases).

5.    Indemnification. Property Owner shall keep the Easement Property and the Improvements,
including appurtenances, free from any claims, lawsuits, or liens arising out of any work
performed, materials furnished or obligations of any kind incurred by Property Owner.

Property Owner and their successors in interest shall also indemnify and hold City and its
officers, agents, and employees harmless from any and all liabilities, obligations, damages,
costs, injuries, or claims, thereof, (collectively “claims”) including, but not limited to, claims for
damage or personal injury, including death, and claims for property damage, arising in any
manner from the performance or failure to perform the provisions of this Agreement. Property
Owner agrees to, and shall, defend, indemnify, and hold harmless the City, its officers, agents,
and employees from any suits or actions at law or in equity for damages, liabilities, or
obligations caused by or arising from, or alleged to be caused by or arising from, the
performance of this Agreement.

6.    Notices. All communications, notices and demands of any kind whatsoever which any
party may be required or may desire to give to or serve upon any other, shall be in writing and
delivered by personal service or by registered or certified mail, postage prepaid, return receipt
requested addressed as follows:


     To Property Owner:




     To City:                  City of Brentwood
                               Attn: City Engineer
                               708 Third Street
                               Brentwood, CA 94513

Any such communication, notice or demand shall be deemed to have been duly given or served
on the date personally delivered, if by personal service, or shown on a return receipt or other
evidence of delivery if mailed. Either party may change its address by written notice given to the
other in the manner provided in this section.

7.    Attorney’s Fees. If any party commences an action, suit or other proceeding against other
to enforce any term hereof or because of any breach or violation by any other of any terms
hereof, the losing or defaulting party shall pay to the party determined to be the prevailing party
(included in settlement) reasonable attorney’s fees, costs and expenses incurred in connection
with the prosecution, defense or settlement of such action, suit or other proceeding.
8.    Termination. This Agreement may be terminated only upon mutual agreement of a
majority of the property owners included within the boundaries of Landscape and Lighting
District ________ and the City of Brentwood, or the assessors and assigns of the parties. This
License Agreement shall be deemed revocable by the City of Brentwood.


Property Owner                                    City of Brentwood


_________________________                         _____________________________
By:                                               By: Donna Landeros
Title                                             City Manager
      EXHIBIT “A”




Description of Property
                                           EXHIBIT “B”


                                        City of Brentwood

                           Landscape Maintenance Standards
Turf
All turf areas will support their designed uses – informal play, sports, picnics and other park
activities. Turf will be healthy with an even surface and uniform, deep green color. Turf will not
exhibit bare spots and will be weed- and pest-free.


Flower Beds
Bedding areas will contain healthy, attractive plants that lend variety, color and interest to the
landscape. These areas will be litter-, weed- and pest-free. Dead heads, blank spots, and other
defects will not detract from the decorative nature of the plantings. Plantings will be rotated
seasonally in areas of high use or high visibility and semi-annually in low use, low visibility
areas.


Shrub Beds, Hedges and Ground Cover
Shrub beds, ground covers and hedges will contain healthy, attractive plants that lend variety
and interest to the landscape. These areas will be litter-, weed- and pest-free. Beds, ground
covers and hedges will be maintained to provide secondary functions such as barriers, animal
habitat or dust and erosion control. All shrubs, ground covers and hedges will be trimmed,
pruned or otherwise maintained to achieve designed form.


Trees
Trees will provide shade, wind breaks, sound attenuation and otherwise enhance the park setting.
Trees will conform to the general shape and height of the species; significantly deformed specimens
will be removed. Trees will not exhibit broken or cracked limbs or other structural damage. Trees will
be free of debilitating pests or other health problems. Tree limbs will be at a safe height for the
uses anticipated in the vicinity.


Paved Surfaces
Paved surfaces may include sports courts, pathways, parking lots and other areas topped with
asphalt or concrete. These areas will have smooth surfaces, not exhibit raveling, cracking, potholes
or other significant defects. These surfaces will meet designed use specifications; have proper signs
and, where night use is authorized, be adequately lighted. Pathways, parking lots and other paved
areas will be free of debris, litter and graffiti. (Standards for specific use areas may be found below.)
Unpaved Surfaces
Unpaved surfaces may include sports facilities, pathways, parking areas or other areas covered with
porous paving materials. These will be properly compacted, level and without holes or washouts.
These surfaces will meet designed use specifications; have proper signs and, where night use is
authorized, be adequately lighted. All unpaved surfaces will be free of weeds, debris, litter and
graffiti. (Standards for specific use areas may be found below.)


Open Spaces or Natural Areas
Areas intended for nature study or open space enjoyment will be retained in their natural states
and managed for fire protection, noxious weeds and erosion control as appropriate for the
intended use and natural surroundings.


Water Features
Water features will be clean and debris-free. Banks will be stable and appropriate plants and trees
will enhance the setting. Appropriate warning signs will be located at key points for visitor safety.
Rails, fencing or barriers will be installed and maintained where needed to promote safe use.


Sports fields, infields, dugouts
Turf, in addition to meeting the general use standards, will be maintained at proper playing
height, grade differentials in field turf will be eliminated and holes located and filled.


Drinking fountains
Fountains will be clean and fully functional. Water flow will reach the designed height for user
convenience and the bowl will drain properly.


Accessibility
Parks are intended for use by all Brentwood residents. All City parks will meet the requirements
of the Americans with Disabilities Act.


Irrigation Systems
Irrigation systems will deliver optimum water to each plant type at the lowest cost with maximum
resource conservation. Water will be delivered during non-use hours. All systems will comply
with State and local laws regarding backflow prevention and protection of the public water
system. The City uses potable, non-potable (raw and reclaimed) water sources.
                                                           TURF


                                                                   Performance Measures
                          Meets Standards                        Needs Improvement                     Unsatisfactory
       Task
Turf   Mowing             Even cutting to specified height,      Under 5% of turf area fails to meet   Greater than 5% of turf area fails
                          complete coverage, neat cutting,       standards                             to meet standards
                          growth kept off pavement. No
                          scalping or ragged cutting. No
                          significant clippings visible. No
                          dumping into storm drains.
Turf   Annual core test   Core samples to specified depth                                              Fails to meet standard
                          and coverage per acre
Turf   Thatch             Turf area free of thatch and without   Less than full coverage or minor      Less the 90% coverage or
                          damage to appurtenances                damage to appurtenances               significant damage to
                                                                                                       appurtenances
Turf   Aerate             Complete coverage to specified         Less than full coverage or minor      Less the 90% coverage or
                          depth. Cores removed from              damage to appurtenances               significant damage to
                          athletic fields. No damage to                                                appurtenances
                          appurtenances
Turf   Fertilize          Turf shows no burning or uneven        Less than 5% of turf exhibits         Any burning or areas of uneven
                          growth patterns. All excess            uneven growth or color. Excess        growth or color greater than 5% of
                          material cleaned up and removed        material not cleaned up.              area
                          from site.
Turf   Irrigate           Turf even, deep green color.           Less than 5% of turf exhibits         More than 5% of turf exhibits
                          Healthy growth evident. No             browning or lack of vigorous          browning or lack of vigorous
                          standing water or over-watered         growth.                               growth.
                          areas.
Turf   Pest control       No evidence of pest infestations.      Less than 5% of turf exhibits         More than 5% of turf exhibits
                                                                 evidence of infestation.              evidence of infestation.
Turf   Weed control       Turf areas weed-free                   Less than 5% of turf exhibits weed    More than 5% of turf exhibits weed
                                                                 growth.                               growth. Designed turf type loses
                                                                                                       ground to invasive species.
                                                                    Performance Measures
                          Meets Standards                         Needs Improvement                   Unsatisfactory
       Task
Turf   Litter control     No visible litter. Seasonal leaf-fall   Under 5% of area fails to meet      Greater than 5% of area fails to
                          removed.                                standards                           meet standards
Turf   Edge               Edges neatly trimmed. Cuttings          Small areas untrimmed. Some         More than 5% of edging area is
                          removed from surrounding areas.         cuttings visible after edging.      overgrown or significant amounts
                                                                                                      of cuttings are left behind after
                                                                                                      work.
Turf   Trim               Turf around sprinkler heads, boxes      Minor overgrowth around boxes,      Sprinkler heads obstructed or
                          and other appurtenances trimmed         heads or other appurtenances.       coverage reduced. Inability to
                          to maintain accessibility and full                                          locate or access boxes and other
                          functionality.                                                              appurtenances.
Turf   Top dress          No apparent ruts, holes or uneven       Minor ruts, holes or other uneven   Large ruts, holes or irregular
                          turf areas.                             surfaces. Minor overfilling < 1”.   surface over areas larger than 2’ x
                                                                                                      2’. Significant overfilling > 1”.
Turf   Over-seed          Healthy growth, full coverage and                                           Sparse growth, spotty coverage or
                          matches existing turf type.                                                 poor turf match.
Turf   Minor renovation   Grade match, healthy growth, full                                           Poor grade match, sparse growth,
                          coverage and matches existing turf                                          spotty coverage or poor turf match.
                          type.
                                                              FLOWER BEDS

                                                                              Performance Measures
Asset                              Meets Standards                          Needs Improvement               Unsatisfactory
              Task
Flower Beds   Prepare and          No blank spots during season.            Under 5% of bed fails to meet   Greater than 5% of bed fails to
              plant                Solid mulch cover. Healthy,              standards                       meet standards
                                   vigorous stock planted. Plants
                                   removed and bed replanted before
                                   seasonal decay sets in.
Flower Beds   Dead-head,           Plants display no dead blooms or         Under 5% of bed fails to meet   Greater than 5% of bed fails to
              cleanup              other deteriorated material. No          standards                       meet standards
                                   litter is visible in bed.
Flower Beds   Irrigation           Adequate irrigation to sustain           Under 5% of bed fails to meet   Greater than 5% of bed fails to
                                   healthy, vigorous plant growth           standards                       meet standards
Flower Beds   Weed and pest        No visible weeds. No evidence of         Under 5% of bed fails to meet   Greater than 5% of bed fails to
              control              pest infestation.                        standards                       meet standards
Flower Beds   Fertilize            Healthy, vigorous plant growth;          Under 5% of bed fails to meet   Greater than 5% of bed fails to
                                   good bloom production for species        standards                       meet standards
Flower Beds   Mulch, clean up      Even coverage. No weed growth,           Under 5% of bed fails to meet   Greater than 5% of bed fails to
              and litter control   visible litter. No seasonal leaf-fall.   standards                       meet standards
                                   Maintain sharply defined bed edge.
                                               GROUND COVER AND SHRUBS

                                                                            Performance Measures
Asset                            Meets Standards                          Needs Improvement                   Unsatisfactory
            Task
Ground      Planting             Healthy, vigorous plants. No gaps        Under 5% of bed fails to meet       Greater than 5% of bed fails to
Cover &                          or blank spots in ground covers or       standards                           meet standards
Shrubs                           hedges.
Ground      Pruning              Shrubs retain correct species’           Minor over-growth in less than 5%   Over-growth in more than 5% of
Cover &                          form or designed hedge shape. No         of area.                            area. Damage to plants from non-
Shrubs                           damaging cuts or over-grown                                                  standard pruning practices.
                                 conditions.
Ground      Trimming and         Ground cover within bed area. No         Under 5% of bed fails to meet       Greater than 5% of bed fails to
Cover &     mowing               over growth. No scalped areas.           standards                           meet standards
Shrubs
Ground      Irrigation           Adequate irrigation to sustain           Under 5% of area fails to meet      Greater than 5% of area fails to
Cover &                          healthy, vigorous plant growth           standards                           meet standards
Shrubs
Ground      Weed and pest        No visible weeds. No evidence of         Under 5% of area fails to meet      Greater than 5% of area fails to
Cover &     control              pest infestation.                        standards                           meet standards
Shrubs
Ground      Fertilize            Healthy, vigorous plant growth;          Under 5% of area fails to meet      Greater than 5% of area fails to
Cover &                          good bloom production for species        standards                           meet standards
Shrubs
Ground      Mulch, clean up      Even coverage. No weed growth,           Under 5% of area fails to meet      Greater than 5% of area fails to
cover and   and litter control   visible litter. No seasonal leaf-fall.   standards                           meet standards
shrubs                           Maintain sharply defined bed
                                 edge.
                                                                  TREES

                                                                       Performance Measures
Asset                          Meets Standards                       Needs Improvement                     Unsatisfactory
           Task
Trees      Planting            Healthy, vigorous plants. No gaps     Growth rate slower than norm for      Tree dies.
                               or blank spots in ground covers or    species.
                               hedges.
Trees      Pruning             Trees retain correct species’ form.   Minor over-growth in less than 5%     Over-growth in more than 5% of
                               No damaging cuts or over-grown        of area.                              area. Damage to tree from non-
                               conditions. No topping.                                                     standard pruning practices.
                                                                                                           Topped trees.
Trees      Irrigation          Adequate irrigation to sustain        Under 5% of area fails to meet        Greater than 5% of area fails to
                               healthy, vigorous plant growth        standards                             meet standards
Trees      Pest control        No evidence of pest infestation.      Pest infestation at early stage       Heavy infestation or damage to
                                                                     without significant damage to tree.   tree.
Trees      Fertilize           Healthy, vigorous growth for tree     Slower than normal growth for         Tree requires replacement
                               species.                              species
Trees      Tree well           Sharply defined well at proper        Poorly defined edge or weeds or       Ragged, with edge definition.
                               radius. Free of weeds and turf        turf incursion                        Established weed or turf growth.


                                                      PAVED SURFACES
                                                                       Performance Measures
Asset                          Meets Standards                       Needs Improvement                     Unsatisfactory
           Task
Paved      Clean walks,        All hard surfaces free of litter,     Minor litter or debris on 5% of       Significant litter or debris on more
surfaces   stairs, retaining   debris and tripping hazards.          paved area or less.                   than 5% of paved area.
           walls and           Hazardous conditions blocked                                                Unsecured or unreported hazards
           gutters. Sweep      from public access and reported to                                          or pavement problems.
           parking lots        park superintendent. Pavement
                               problems reported to park
                               superintendent.
                                                                        Performance Measures
Asset                           Meets Standards                       Needs Improvement                     Unsatisfactory
             Task
Paved        Graffiti Removal   All hard surfaces free of graffiti.   Minor graffiti                        Significant graffiti
surfaces
Paved        Weed control       Weed-free.                            Weeds on 1% or less of paved          More than 1% of paved surface
surfaces                                                              surface.                              shows weed growth.


                                                       HARD COURT AREAS

                                                                        Performance Measures
Asset                           Meets Standards                       Needs Improvement                     Unsatisfactory
             Task
Hard Court   Inspections        Courts clean and ready for use or     Minor problems not interfering with   Not ready for use or unreported
Areas                           access restricted and problems        intended use.                         problems.
                                reported.
Hard Court   Clean court        All hard surfaces free of litter,     Minor litter or debris on 5% of       Significant litter or debris on more
Areas        surfaces and       debris and tripping hazards.          court area or less and not            than 5% of paved area.
             adjoining          Hazardous conditions blocked          interfering with use.                 Unsecured or unreported hazards
             spectator areas    from public access and reported to                                          or pavement problems.
                                park superintendent. Pavement
                                problems reported to park
                                superintendent.
Hard Court   Graffiti Removal   All hard surfaces free of graffiti.   Minor graffiti                        Significant graffiti
Areas
Hard Court   Weed control       Weed-free.                            Weeds on 1% or less of paved          More than 1% of paved surface
Areas                                                                 surface.                              shows weed growth.
Hard Court   Repair or          Per submitted work plan               Minor punch list items outstanding    Project not completed or
Areas        replace damage                                                                                 significant cost overrun.
             equipment
Hard Court   Seal coating,      Per submitted work plan               Minor punch list items outstanding    Project not completed or
Areas        overlays and                                                                                   significant cost overrun.
             other pavement
             treatments
                                            UNPAVED HARD SURFACES
                                                                Performance Measures
Asset                       Meets Standards                   Needs Improvement                      Unsatisfactory
           Task
Unpaved    Grade            Smooth, compacted surface ready   Minor surface irregularities or non-   Significant surface irregularities or
Hard                        for designed use. No tripping     compacted surface on 5% of             non-compacted surface on 5% of
Surfaces                    hazards.                          unpaved hard surface or less.          unpaved hard surface or more.
                                                                                                     Uncontrolled or unreported
                                                                                                     hazardous conditions.
Unpaved    Litter control   Litter-free and stable surface    Minor litter on less than 5% of        Litter on more than 5% of hard
Hard       and minor                                          hard surface.                          surface.
Surfaces   surface
           treatment
Unpaved    Weed control     Weed-free.                        Weeds on 5% or less of hard            More than 5% of hard surface
Hard                                                          surface.                               shows weed growth.
Surfaces
                         CITY COUNCIL AGENDA ITEM NO. 8

Meeting Date: May 9, 2006

Subject/Title:   Adopt a Resolution approving and authorizing the City Manager to execute a
                 ByPass Fee Accounting and Disbursement Agreement with the East Contra
                 Costa Regional Fee and Financing Authority.

Prepared by:     Engineering: D. Galey

Submitted by: Engineering: B. Grewal
____________________________________________________________________________

RECOMMENDATION
Adopt a Resolution approving and authorizing the City Manager to execute a ByPass Fee
Accounting and Disbursement Agreement with the East Contra Costa Regional Fee and
Financing Authority.

PREVIOUS ACTION
On April 12, 1994, by Resolution No, 94-125, City Council approved a Joint Exercise of Powers
Agreement between the East Contra Costa Regional Fee and Financing Authority and the Cities
of Antioch and Pittsburg and the County of Contra Costa.

On July 13, 2004, by Resolution No.’s 2004-177, 2004-178, 2004-179, 2004-180, City Council
and Brentwood Infrastructure Authority approved Capital Improvement Financing Plan 2004-1
and authorized the sale and issuance of bonds for CIFP 2004-1.

On March 28, 2006, City Council supported the expenditure of $200,000 in City funds for
landscaping along the State Route 4 ByPass Segment 3 project located east of Fairview
Avenue and north of Concord Avenue.

BACKGROUND
The Capital Improvement Financing Program (CIFP) is a financing mechanism that is used to
fund infrastructure improvements necessary to support the development of the City. Residential
and commercial developers participate in the CIFP by either prepaying their facility fees prior to
recordation of the final map, or participating in the assessment district. The assessment district
then sells bonds against future developed property to provide revenue for the construction of
needed infrastructure, with the City acting as the custodian to disperse funds after the
improvements are completed. This means of financing the prepayment of facility fees enables
the City to construct much-needed infrastructure ahead of new development, instead of waiting
to collect the fees at building permit issuance.

As a part of the 2004-1 CIFP, nine residential developers prepaid a portion of their East Contra
Costa Regional Fee and Financing Authority (ECCRFFA) transportation fee totaling $4,845,440.
This assisted the Bypass Authority to simultaneously construct Segments 1 and 3 of the ByPass
through Brentwood. This ByPass Fee Accounting and Disbursement Agreement identifies the
legal requirements by which these fees will be held by a trustee and disbursed to ECCRFFA. In
addition to disbursement of prepaid fees, the agreement also memorializes the commitment
made by the City for landscape funds in the amount of $200,000 to be used by the Authority
along Segment 3 of the ByPass, specifically east of Fairview Avenue and north of Concord
Avenue.
The East Contra Costa Regional Fee and Financing Authority approved this agreement at their
board meeting of April 13, 2006.

FISCAL IMPACT
Administrative costs to cover City expenses are included as a part of the 2004-1
CIFP/Assessment District, Joint Powers Agreement and this Disbursement Agreement. The
landscape contribution is able to be funded by interest earned from Capital Improvement
accounts.

Attachments:
Resolution
Bypass Fee Accounting and Disbursement Agreement
                                     RESOLUTION NO.


        A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
        APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A BYPASS
        FEE ACCOUNTING AND DISBURSEMENT AGREEMENT WITH THE EAST CONTRA
        COSTA REGIONAL FEE AND FINANCING AUTHORITY.

        WHEREAS, the East Contra Costa Regional Fee and Financing Authority (ECCRFFA) is
a joint exercise of powers authority created pursuant to an Agreement, dated as of August 9,
1994, by and among the City and the Cities of Antioch, Pittsburg and Oakley and the County of
Contra Costa for the funding of regional transportation improvements; and

       WHEREAS, the City of Brentwood Capital Improvement Financing Plan 2004-1 issued
bonds financing the prepayment of ECCRFFA regional transportation fees; and

      WHEREAS, the City Council supports landscaping along the State Route 4 ByPass and
has supported the expenditure of City funds for landscaping to be located specifically along
Segment 3 of the ByPass, east of Fairview Avenue and north of Concord Avenue.

        NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Brentwood
that:
        1.   A ByPass Fee Accounting and Disbursement Agreement, is hereby approved and
             the City Manager is hereby authorized to execute said agreement.
        2.   The City Manager is authorized to execute same agreement as ECCRFFA
             Regional Transportation fees are financed in future City of Brentwood Capital
             Improvement Financing Plans.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
             BYPASS FEE ACCOUNTING AND DISBURSEMENT AGREEMENT

This FEE ACCOUNTING AND DISBURSEMENT AGREEMENT (this “Agreement”), dated as of
_______________, 2006, by and between the City of Brentwood, California (the “City”), and the
EAST CONTRA COSTA REGIONAL FEE AND FINANCING AUTHORITY (the “Authority”), a
joint exercise of powers authority created pursuant to an Agreement, dated as of August 9,
1994, by and among the City and the Cities of Antioch, Pittsburg and Oakley and the County of
Contra Costa (the “JPA Agreement”);

                                      W I T N E S S E T H:

        WHEREAS, pursuant to the JPA Agreement and Resolution No. 2417 adopted by the
City Council of the City on November 27, 2001, the City levies and collects certain regional
impact fees (the “Fees”) to finance Projects (as defined in the JPA Agreement) from developers
of real property (each a “Developer”) within the City;

        WHEREAS, the City from time to time issues tax exempt bonds through the Brentwood
Infrastructure Financing Authority as a part of the City’s Capital Improvement Financing
Programs to finance Fees;

        WHEREAS, in order to accommodate the legal requirements with respect to Fees
financed with such bonds (the “Financed Fees”), the City and the Authority intend to provide an
alternative method for holding and disbursing proceeds of the Financed Fees as provided
herein;

       WHEREAS, the City Council of the City of Brentwood supports landscaping to be
constructed as a part of Projects and pursuant to the City Council meeting of March 28, 2006,
authorized expenditure of funds, to be disbursed from City to Authority, for the construction of
landscape improvements (the “Landscape Funds”).

NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:

             Section 1. Definitions. As used herein, the following capitalized terms shall have
the meanings ascribed to them below:

               “Authorized Officer” means (a) when used with respect to Authority, any member
of the governing board of Authority and such additional person or persons, if any, duly
designated by Authority in writing to act on its behalf, and (b) when used with respect to City,
the City Manager or any person or persons duly designated by the City Manager in writing to act
on the City’s behalf.

              “Bond Counsel” means Orrick, Herrington & Sutcliffe LLP or such other firm of
national recognized bond counsel appointed by the City.

               “Bonds” means bonds issued by and on behalf of the City to finance “Financed
Fees”

               “Capital Improvements” has the meaning given to that term in Section 4.

               “Expenses” means costs actually incurred by the City to account for the Financed
Fees, including without limitation applicable pro-rata portion of charges by the trustee for any
Bonds, arbitrage rebate compliance charges and arbitrage rebate payments, if any, required to
be paid by the City to the United States Government attributable to the earnings on the
Financed Fees.

      “Financed Fees” means those certain development impact fees levied by the City
pursuant to the JPA Agreement and funded from the proceeds of Bonds.

       “JPA Agreement” means the Joint Exercise of Powers Agreement, dated as of August 9,
1994, including all amendments, among the City and the Cities of Oakley, Pittsburg and Antioch
and the County of Contra Costa, establishing the Authority.

       “Landscape Funds” means monies, in the amount of $200,000, contributed by City to
Authority for the construction of landscape improvements as a part of projects, specifically State
Route 4 ByPass Segment 3.

       “Projects” has the meaning ascribed thereto in the JPA Agreement.

               Section 2. Nature of Financed Fees. City and Authority acknowledge that City
has the authority and responsibility to collect the Financed Fees for the benefit of the Authority
pursuant to the JPA Agreement. Authority acknowledges that, the Financed Fees are funded
from the proceeds of Bonds, and until such amounts are spent on actual Projects, such
amounts must be treated and accounted for as Bond proceeds under applicable law and the
documents providing for issuance of the Bonds.

                Section 3. Accounting of Financed Fees. City agrees to promptly deposit
Financed Fees in the amount of $4,845,440 (from prepaid fees as shown on Exhbit B) in a
separate interest bearing account held by City or by the trustee for the Bonds, and to account
for such funds and any interest earnings thereon separately from any other proceeds of Bonds
or other City funds, and to retain accurate records as to the investment and expenditure of the
Financed Fees. Earnings on Financed Fees, except to the extent required to pay Expenses,
shall be retained in such accounts and shall be available to the Authority for requisition in
accordance with Section 5.

               Section 4. Expenditure of Financed Fees and Landscape Funds.

                 (a) Authority agrees to expend the Financed Fees for the construction and
installation of capital facilities and improvements (the “Capital Improvements”) as provided in the
JPA Agreement;

               (b) Authority agrees that all Financed Fees will be used for Capital Improvements
not yet constructed or installed at the time Bonds are issued to pay such Financed Fees;

             (c) Authority agrees that no portion of the Financed Fees will be applied to the
payment of debt service on outstanding debt obligations of Authority; and

               (d) Authority agrees to expend Landscape Funds as a part of Capital
Improvements and construct landscape improvements to be located north of Concord Avenue
and east of Fairview Avenue, in conjunction with and adjacent to State Route 4 ByPass
Segment 3 located in the City of Brentwood.
                 Section 5. Requisition of Financed Fees and Landscape Funds. Authority shall
request disbursement of Financed Fees and Landscape Funds from the City by transmitting a
requisition to the City in the form attached hereto as “Exhibit A”. Such requisition shall be
submitted at the following stages of “Capital Improvements”:

                (a) disbursement of 100% of Financed Fees upon award of a construction
contract for State Route 4 ByPass Segment 3; and

               (b) disburesment of 100% Landscape Funds at such time as landscape
construction begins.

City agrees to pay, by check mailed within [fifteen days] of the date of receipt of such
requisition, the amount requested in such requisition to or upon the order of the Authority;
provided that the obligation of the City to make such payment shall be limited to the amount of
Financed Fees and earnings thereon actually on deposit with the City or the trustee for the
Bonds and limited to the amount of Landscape Funds as described in Section 1. Under no
circumstances shall City be required to pay or advance funds to the Authority with respect to
this Agreement from any other source, except as provided otherwise in the JPA Agreement.

              Section 6. Investment of Financed Fees. City agrees to invest the Financed
Fees in investments permitted under the applicable documents providing for the issuance of the
Bonds and in accordance with the City’s investment policies in effect from time to time.

               Section 7. Expenses from Financed Fees. City shall retain a portion of each
requisitioned payment from Financed Fees, in an amount not to exceed 1%, necessary to pay
Expenses, including Administration, incurred by the City; provided that any such amounts
retained by the City shall not exceed the amount of interest earnings available in such account.
In no event shall the principal amount of the Financed Fees be used to pay any Expenses.

               Section 8. Notice of Issuance of Bonds. City agrees that it will cause Authority
to be provided with the following information at the following times:

             (a) promptly upon issuance of any Bonds to pay Financed Fees, a description of
Financed Fees including the amount of the Financed Fees and the property for which the
Financed Fees are funded; and

              (b) upon request, a statement of all Financed Fees, Expenses and interest
earnings thereon.

                Section 9. Term of this Agreement. This Agreement shall be in full force and
effect from this date to and including its termination by mutual written agreement of the parties
hereto. The Authority agrees to terminate this Agreement upon request of City upon delivery to
Authority of an opinion from Bond Counsel to the effect that the termination of this Agreement
will not adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes. In that case, City shall promptly remit to Authority any undisbursed
Financed Fees as required under the JPA Agreement.

                Section 10.   Amendment of this Agreement. This Agreement may be amended
only by a written instrument executed by the parties hereto; provided that any such amendment
shall be conditioned upon delivery to Authority of an opinion of Bond Counsel to the effect that
such amendment will not adversely affect the exclusion from gross income of interest on the
Bonds for federal income tax purposes.

                 Section 11.    No Waiver. Authority is entering into this Agreement as an
accommodation to City to enable City to comply with the regulations applicable to the Bonds
issued by City to fund the Financed Fees. Nothing in this Agreement is intended to or shall be
construed to amend, repeal, or waive any of the provisions in the JPA Agreement which shall
continue in full force and effect..

               Section 12.    Successors in Interest. This Agreement and all of the provisions
hereof shall be binding on the parties hereto and their successors and assigns.

                Section 13.     Severability. If any section, paragraph, sentence, clause or
provision of this Agreement shall for any reason be held to be invalid or unenforceable, the
invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not
affect any of the remaining provisions of this Agreement.

                Section 14.   Choice of Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California.

               Section 15.   Execution. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all together shall constitute
but one and the same agreement.

               Section 16.    Notices. Any notice, request, complaint, demand, communication
or other paper required or permitted to be delivered to this Escrow Agreement shall be
addressed to the appropriate party at the addresses set forth below.

 City:                            City of Brentwood
                                  City Hall
                                  708 Third Street

                                  Brentwood, California
                                  Attention: City Engineer

 Authority:                       Contra Costa Public Works Department

                                  255 Glacier Drive

                                  Martinez, CA 94553

                                  Attn: Maurice M. Shiu, Secretary

                                  Attn: Dale Dennis, Program Manager
                                           EXHIBIT A

                                    REQUISITION NO. _____


To:    City of Brentwood
[address for requisition]
[phone]
[fax]

Re:      Expenditiure of Financed Fees/Landscape Funds


The undersigned is a duly authorized officer of the Regional Fee Authority (the “Authority”).
Pursuant to that certain ByPass Fee Accounting and Disbursement Agreement, dated as of
____________________, 2006 (the “Agreement”) by and between the Authority and the City of
Brentwood (the “City”), the Authority hereby requests a withdrawal of Financed Fees/Landscape
Funds (as defined in the Agreement”) as follows:

Request Date:                                __________________

Withdrawal Amount:                           __________________

Payee name and address:                      ___________________

The undersigned hereby certifies as follows:
1.     The Withdrawal is being made in accordance with a permitted use of such monies
pursuant to the Agreement, and the Withdrawal is not being made for the purpose of
reinvestment.

2.      None of the items for which payment is requested have been reimbursed previously from
other sources of funds (other than reimbursement to the Authority for amounts actually
expended on Projects as provided in the Agreement within 60 days of the date of this request).
The Withdrawal Amount will be applied to the payment of an authorized cost to a third party not
related to the Authority or the City no later than 60 days after the date of receipt thereof by the
Authority.

3.     If the Withdrawal Amount is greater than the amount of Financed Fees and earnings
thereon, the City is authorized to amend the amount requested to be equal to the available
amount of such funds.



Dated: ____________
EAST CONTRA COSTA REGIONAL FEE AND FINANCING AUTHORITY

By :
Title:
                        CITY COUNCIL AGENDA ITEM NO. 9


Meeting Date: May 9, 2006

Subject/Title:   Adopt a Resolution approving and authorizing the City Manager to execute a
                 contract with Pacific Gas and Electric (PG&E) in an amount of $124,460, plus a
                 10% contingency of $12,446, for a total amount of $136,906, for the
                 undergrounding of the existing 21 kV Overhead Distribution Power Line on
                 Walnut Boulevard from Balfour Road to Oak Street for the Walnut Boulevard
                 Widening (Utilities), CIP Project No. 336-3056.

Prepared by:     Engineering: B. Bornstein

Submitted by: Engineering: B. Grewal

RECOMMENDATION
Adopt a Resolution approving and authorizing the City Manager to execute a contract with
Pacific Gas and Electric (PG&E) in an amount of $124,460, plus a 10% contingency of $12,446,
for a total amount of $136,906, for the undergrounding of the existing 21 kV Overhead
Distribution Power Line on Walnut Boulevard from Balfour Road to Oak Street for the Walnut
Boulevard Widening (Utilities), CIP Project No. 336-3056.

PREVIOUS ACTION
On June 27, 2000, City Council authorized the City Manager to sign a design contract with
Harris & Associates for the design of Walnut Boulevard Widening, CIP Project No. 336-3056,
from Balfour Road to Oak Street.

On May 24, 2005, by Resolution No. 2005-115, City Council adopted the City’s 2005/06 –
2009/10 Capital Improvement Program that included the Walnut Boulevard Widening, CIP
Project No. 336-3056.

On March 28, 2006, by Resolution No. 2006-52, City Council approved the Contract Documents
and authorized the City Manager to execute a Construction Contract for the Walnut Boulevard
Widening (Utilities), CIP Project No. 336-3056 to K. J. Woods Construction, Inc. in the amount
of $1,984,000, plus a 10% contingency, for a total amount of $2,182,400.

BACKGROUND
The attached contract is for Pacific Gas and Electric (PG&E) to underground the existing 21 kV
Overhead Distribution Power Line on Walnut Boulevard from Albertson’s southeasterly property
corner to Oak Street. This undergrounding is required prior to the roadway widening work to
occur as Phase II of the Brentwood Boulevard Widening project and these improvements will
improve the aesthetics of the area by removing the 21 kV overhead power lines and placing the
facility underground in a joint trench with other utilities (AT&T, Comcast, fiber optics, etc.).
When this agreement is approved by City Council, PG&E will then commence with all necessary
work and inspections for installing wire, conductors, transformer, and energize the new
underground system once K. J. Woods Construction, the contractor who was awarded the
construction contract, has completed the installation of the conduit and vault boxes, which they
are scheduled to begin by the end of May.
FISCAL IMPACT
The Fiscal Year (FY) 2005/06 budget contains funds for the Walnut Boulevard Widening
(Utilities), CIP Project No. 336-3056, in the amount of $2,231,394.

The cost for this PG&E contract of $124,460, was budgeted and included in the total project
budget.

Attachments:
Resolution
Site Map
Agreement
                                     RESOLUTION NO.


       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A
       CONTRACT WITH PACIFIC GAS AND ELECTRIC (PG&E) IN AN AMOUNT OF
       $124,460, PLUS A 10% CONTINGENCY OF $12,446, FOR A TOTAL AMOUNT OF
       $136,906, FOR THE UNDERGROUNDING OF THE EXISTING 21 KV OVERHEAD
       DISTRIBUTION POWER LINE ON WALNUT BOULEVARD FROM BALFOUR ROAD
       TO OAK STREET FOR THE WALNUT BOULEVARD WIDENING (UTILITIES), CIP
       PROJECT NO. 336-3056.

        WHEREAS, On June 27, 2000, City Council authorized the City Manager to sign a
design contract with Harris & Associates for the design of Walnut Boulevard Widening, CIP
Project No. 336-3056, from Balfour Road to Oak Street; and

        WHEREAS, on May 24, 2005, by Resolution No. 2005-115, City Council adopted the
City’s 2005/06 – 2009/10 Capital Improvement Program that included the Walnut Boulevard
Widening, CIP Project No. 336-3056; and

       WHEREAS, on March 28, 2006, by Resolution No. 2006-52, City Council approved the
Contract Documents and authorized the City Manager to execute a Construction Contract for
the Walnut Boulevard Widening (Utilities), CIP Project No. 336-3056 to K. J. Woods
Construction, Inc. in the amount of $1,984,000, plus a 10% contingency, for a total amount of
$2,182,400; and

        WHEREAS, the undergrounding of the 21 kV Overhead Distribution Power Line by
Pacific Gas and Electric is part of the Walnut Boulevard Widening project as shown on the
improvement plans.

         NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood
does hereby approve and authorize the City Manager to execute a contract with Pacific Gas and
Electric (PG&E) in an amount of $124,460, plus a 10% contingency of $12,446, for a total
amount of $136,906, for the undergrounding of the existing 21 kV Overhead Distribution Power
Line on Walnut Boulevard from Balfour Road to Oak Street for the Walnut Boulevard Widening
(Utilities), CIP Project No. 336-3056.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
                Pacific Gas and Electric Company                      D APPLICANT (Original)                  Notification# 101611971


m               Agreement to Perform
                Tariff Schedule Related Work
                                                                      D DIVISION (Original)
                                                                      D ACCTG. SVCS.
                                                                                                              PM#        30426092
                                                                                                              Rep: Darwin Lee


 City of Brentwood. A CA Governmental Aaency                                        .
                                                                        (Applicant) has requested PACIFIC GAS AND
ELECTRIC COMPANY, a California corporation (PG&E) to perform the tariff schedule related work as located and described in
paragraph 3 herein.

PG&E agrees to perform the requested work and furnish all necessary labor, equipment, materials and related facilities required
therefor, subject to the following conditions:

1.       Whenever part or all of the requested work is to be furnished or performed upon property other than that of Applicant,
         Applicant shall first procure from such owners all necessary rights-of-way and/or permits in a form satisfactory to PG&E and
         without cost to it.

2.       Applicant shall indemnify and hold harmless PG&E, its officers, agents and employees, against all loss, damage, expense
         and liability resulting from injury to or death of any person, including but not limited to, employees of PG&E, Applicant or any
         third party, or for the loss, destruction or damage to property, including, but not limited to property of PG&E, Applicant or any
         third party, arising out of or in any way connected with the performance of this agreement, however caused, except to the
         extent caused by the active negligence or willful misconduct of PG&E, its officers, agents, and employees. Applicant will, on
         PG&E's request, defend any suit asserting a claim covered by this indemnity. Applicant will pay all costs that may be
         incurred by PG&E in enforcing this indemnity, including reasonable attorneys' fees.

3.       The location and requested work are described as follows: (Describe in detail the materials and facilities to be furnished
         and/or work to be performed by PG&E. If more space is required, use other side and attach any necessary drawings as
         Exhibits A, B, C, etc.):



         LOCATION: Walnut Ave, Between Oak St. and Balfour Rd. Oakley of Contra Costa County.
         DESCRIPTION OF WORK:

         Electric Rule 20B & Street Light Connections
         Applicant cash contribution for design and construction of the Walnut Ave undergrounding/widening                   project,
         (CIP336-3056)in accordance with CPUC Rule 20, copy attached.
         NonRefundable                                            Charqe               34% ITCC Tax                 Subtotal
                                                               $ 139.460                $     0                    $ 139.460

              Deposit (previously collected)                   $ (15.000)                                    Total: $ 124,460

         These costs are valid for a period not to exceed 90 days. Thereafter, all contracts should be promptly returned for revision.
4.       Applicant shall pay to PG&E, promptly upon demand by PG&E, as the complete contract price hereunder, the sum of
          One Hundred Twenty Four Thouand         -Four Hundred Sixty and No Cents            dollars ($ 124.460  ).


         Upon completion of requested work, ownership shall vest in:      ~   PG&E          0   Applicant

                             Executed this                   day of                                   19_.

                                                                                        PACIFIC GAS & ELECTRIC COMPANY
                               Applicant
By:                                                                           BY:

                                                                                                          Jim Rechtin


Title:
                        (PrintlType Name)
                                                                              Title:
                                                                                                      (PrintlType Name)
                                                                                                   E & M Manager / Area 2                    -
                                                                                                                                             ,




Mailing Address: 120 Oak St. Brentwood, CA 94513

DL:dl


                                                                                                        62-4527 (Rev 1/91)
                                                                                                        Service Planning
                                                                                                        Advice No: 1633-G/1342-E
                                                                                                        Effective: 4/02/91
                        CITY COUNCIL AGENDA ITEM NO. 10


Meeting Date: May 9, 2006

Subject/Title: Adopt a Resolution amending the 2005/06 – 2009/10 Capital Improvement
               Program (CIP) to reinstate the O’Hara Loop Realignment (Second Street
               Extension), CIP Project No. 336-3145, and amend the project budget in the
               amount of $50,000, in order to finalize the purchase of the right-of-way currently
               being used for public improvements in connection with the extension of Second
               Street.

Prepared by:    Engineering: B. Bornstein

Submitted by: Engineering: B. Grewal


RECOMMENDATION
Adopt a Resolution amending the 2005/06 – 2009/10 Capital Improvement Program (CIP) to
reinstate the O’Hara Loop Realignment (Second Street Extension), CIP Project No. 336-3145,
and amend the project budget in the amount of $50,000, in order to finalize the purchase of the
right-of-way currently being used for public improvements in connection with the extension of
Second Street.

PREVIOUS ACTION
On May 25, 2004, by Resolution No. 2004-113, City Council approved the 2004/05 – 2008/09
Capital Improvement Program (CIP), which included the O’Hara Loop Realignment, CIP Project
No. 336-3145.

On August 10, 2004, by Resolution No. 2004-196, City Council approved the contract
documents and awarded the construction contract for the O’Hara Loop Realignment, CIP
Project No. 336-3145, to Bay Cities Paving & Grading, Inc. and amended the CIP Budget Sheet.

On February 14, 2006, by Resolution No. 2006-25, City Council accepted the work performed
by Bay Cities Paving & Grading, Inc., for the construction of the O’Hara Loop Realignment
(Second Street Extension), CIP Project No. 336-3145.

BACKGROUND
The extension of Second Street from O’Hara Avenue to Central Boulevard was opened to the
public in April 2005. This project extended Second Street from Central Boulevard to O’Hara
Avenue as a four lane roadway with median islands, bike lanes, masonry wall, landscaping and
two traffic signals and has improved traffic flow to and from the downtown area. The
improvements were accepted by Council on February 14, 2006 and a Notice of Completion was
filed with the County Clerk on February 23, 2005.

The City acquired the property necessary to realign O’Hara Avenue and extend Second Street
back in 1996. At the time, right-of-way was not required to construct a sidewalk and soundwall
on the east side of the roadway, as well as easements for the new signal equipment at the
apartment complex entrance, and a utility easement for a power source for the traffic signal and
irrigation controller. Since the design for the project had not yet begun, these items were
unknown at the time.
When the design was completed and the additional right-of-way and easements were
determined, the City entered into a Permit to Enter and Construct with the Equus
Group/Towncenter Commons. The City has been working on the most appropriate mechanism
to acquire the right-of-way. It has been determined the legal course of action for this project is
to purchase the necessary right-of-way and staff felt that this acquisition would be complete
prior to the end of this project; therefore, this project was not included in the current CIP Budget.

FISCAL IMPACT
The total increase to the budget required to complete the right-of-way transaction is not to
exceed $50,000. The increase is a one-time charge which will be funded through Roadway
Facility Fees. Staff has confirmed with the Finance Department that there are sufficient funds to
cover the proposed amended budget, no revenue offsets are expected and there will be no
known future reduction of costs to this project.

Attachments:
Resolution
Amended CIP Budget Sheet
                                       RESOLUTION NO.

       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       AMENDING THE 2005/06 – 2009/10 CAPITAL IMPROVEMENT PROGRAM (CIP) TO
       REINSTATE THE O’HARA LOOP REALIGNMENT (SECOND STREET EXTENSION),
       CIP PROJECT NO. 336-3145, AND AMEND THE PROJECT BUDGET IN THE
       AMOUNT OF $50,000, IN ORDER TO FINALIZE THE PURCHASE OF THE RIGHT-
       OF-WAY CURRENTLY BEING USED FOR PUBLIC IMPROVEMENTS IN
       CONNECTION WITH THE EXTENSION OF SECOND STREET.

       WHEREAS, on May 25, 2004, by Resolution No. 2004-113, City Council approved the
2004/05 – 2008/09 Capital Improvement Program (CIP), which included the O’Hara Loop
Realignment, CIP Project No. 336-3145; and

       WHEREAS, on August 10, 2004, by Resolution No. 2004-196, City Council approved
the contract documents and awarded the construction contract for the O’Hara Loop
Realignment, CIP Project No. 336-3145, to Bay Cities Paving & Grading, Inc. and amended the
CIP Budget Sheet; and

       WHEREAS, on February 14, 2006, by Resolution No. 2006-25, City Council accepted
the work performed by Bay Cities Paving & Grading, Inc., for the construction of the O’Hara
Loop Realignment (Second Street Extension), CIP Project No. 336-3145; and

       WHEREAS, the City acquired the property necessary to realign O’Hara Avenue and
extend Second Street back in 1996; and

       WHEREAS, at the time, since the project design had not yet begun, right-of-way was not
required to construct sidewalk and a soundwall on the east side of the roadway, as well as
easements for the new signal equipment at the apartment complex entrance, and a utility
easement for a power source for the traffic signal and irrigation controller; and

      WHEREAS, the City entered into a Permit to Enter and Construct with the Equus
Group/Towncenter Commons during the construction phase and it was agreed that upon Notice
of Completion that the City would purchase the necessary right-of-way for this project.

        NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood
does hereby amend the 2005/06 – 2006/07 Capital Improvement Program (CIP) to reinstate the
O’Hara Loop Realignment (Second Street Extension), CIP Project No. 336-3145, and amend
the project budget in the amount of $50,000, in order to finalize the purchase of the right-of-way
currently being used for public improvements in connection with the extension of Second Street.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting on the 9th day of May 2006 by the following vote:
                                                                                    CITY OF BRENTWOOD
                                                                              Capital Improvement Program Project
                                                                                               2005/06-2009/10
Project Title:               O'Hara Loop Realignment                                                                                                                                                  Project #
Location:       Second Street from Central Boulevard to O'Hara Avenue                                                               Redevelopment Area:                            Downtown            336
                                                                                                                                    Project Mgr:                                 B. Bornstein          3145
Project Priority:            1C - Mandatory                                         Construction:             City/RDA              General Plan Relationship:                     Consistent
Project Description:                                                                                                                Justification:
   Extend 700 linear feet of Second Street to an arterial street (90' right-of-way) consisting of two travel                            Necessary to improve traffic flow and circulation. Project will
   lanes, bike lane, sidewalk, 15 foot median, a traffic signal at the Central Boulevard and O'Hara                                     provide traffic safety and congestion relief to motorists, bicyclists
   Avenue Realignment intersection and landscaping each side from Central Boulevard to O'Hara                                           and pedestrians traveling through this intersection. This
   Avenue.                                                                                                                              intersection will become busier with the development of
                                                                                                                                        office/commercial development to the north.



                                                                                          PROJECT FINANCING
Project Expenditures                                                 Prior                05-06       06-07                                  07-08            08-09               09-10                TOTAL
 70239 Legal                                                            10,300                                                                                                                    $        10,300
 90040 Planning and Design                                             126,220                                                                                                                    $       126,220
 90050 Construction                                                  1,676,726                                                                                                                    $     1,676,726
 90070 Project Administration                                           83,836                                                                                                                    $        83,836
 90100 Land/ROW/Acquisitions                                            21,813                 50,000                                                                                             $        71,813
TOTAL                                                          $     1,918,895       $         50,000                                                                                             $     1,968,895

Project Funding                                                      Prior                 05-06                  06-07                      07-08            08-09               09-10                TOTAL
 47xxx General Fund

 47252 Facility Fees                                                    918,895                50,000                                                                                             $        968,895
 47xxx Enterprise

 44xxx Federal/State Funding

 46xxx Developer Contributions

 48301 Redevelopment                                                  1,000,000                                                                                                                   $      1,000,000
       Other
TOTAL                                                          $      1,918,895      $         50,000                                                                                             $      1,968,895
Review and Comment:                                                                                         Future Annual Operating/Maintenance Cost



  This project is funded by the Redevelopment Agency ($1,000,000), and the remainder will be funded by Roadway Facility Fees. The additional costs for the right-of-way (not to exceed $50,000) will be from
  Roadway Facility Fees.




       Roadway Improvements
                             CITY COUNCIL AGENDA ITEM NO. 11



Meeting Date: May 9, 2006

Subject/Title:   Adopt a Resolution approving and authorizing the Water Division to begin
                 implementation of a High Efficiency Clothes Washer Rebate Program in the
                 amount not to exceed $42,000.

Prepared by:     Diana Williford, Water Reclamation/Conservation Specialist

Submitted by: Chris Ehlers, Interim Director of Public Works


RECOMMENDATION
Adopt a Resolution approving and authorizing the Water Division to begin implementation of a
High Efficiency Clothes Washer Rebate Program in the amount of $30,000 and authorize staff
to execute all related documents with Electric and Gas Industries Association to manage the
program for $12,000 for a total amount not to exceed $42,000.

PREVIOUS ACTION
On May 11, 1999, by Resolution No. 99-118, City Council authorized the City Manager to sign
the California Urban Water Conservation Council’s Memorandum of Understanding Regarding
Urban Water Conservation.

On January 10, 2006, by Resolution No. 2006-006, City Council approved the 2005 Urban
Water Management Plan.

BACKGROUND
High efficiency washer rebate programs are addressed as Best Management Practice (BMP) 6
of the California Urban Water Conservation Council’s (CUWCC) Memorandum of
Understanding Regarding Urban Water Conservation. This Memorandum of Understanding was
executed by City staff on May 11, 1999. As a signatory with CUWCC, the City is required to
follow the measures as outlined in the Memorandum of Understanding.

The 2005 Urban Water Management Plan accepted by Council on January 10, 2006, outlines a
five-year forecast in regards to implementation of the 14 BMP’s. Acceptance of the High
Efficiency Clothes Washer Rebate Program (Program) further confirms the conservation efforts
which have been previously outlined in the Memorandum of Understanding and the 2005 Urban
Water Management Plan.

In January, 2005, the City of Brentwood partnered with 10 other area water agencies for this
grant opportunity with the California Department of Water Resources Proposition 50 Grant
Application, “Regional Resource-Efficient Clothes Washer Rebate Program.” As outlined in the
2005 Urban Water Management Plan a rebate program was set to begin July 6, 2006. Staff
sought grant funds to aid in the funding of the Program. Electric and Gas Industries Association
(EGIA) applied for the grant monies on behalf of 11 water agencies participating in the Program.
The grant, in a total amount of $1,534,350 was awarded to EGIA as the administrative service
provider.
The grant funds allocated to the City of Brentwood match the City’s contribution to the Program.
The City’s share of the grant is 2% for a total of $30,000. The total cost to the City is $42,000
($30,000 in contribution plus $12,000 for administration costs). The cost to run this program
without grant funds would cost over $72,000. The Program will allow for 400 rebates to City
utility customers.

Electric and Gas Industries Association will administer the 12-18 month program. Program
administration consists of developing and submitting forms and marketing materials, cost of
postage, and required reporting to the Department of Water Resources. The program length will
vary and be complete after the 400th rebate has been issued or December 31, 2008; whichever
comes first.

The High Efficiency Clothes Washer Rebate Program will help support a proactive approach
towards the management of groundwater and promote constructive use of treated surface
water. Most wastewater processed through the City’s wastewater treatment plant is discharged
to creeks and ultimately the Bay-Delta Estuary. By reducing the amount of water wasted
through antiquated washing machines, the City will help ensure a cleaner bay region for future
generations.

Annual water savings per washing machine replacement is estimated between 5,000-7,204
gallons annually and the useful life of a washing machine is 14 years. That is a savings of over
28 million gallons or 86 acre feet over the life of the machine that will not need to be treated.
The avoided cost of water is $490 an acre foot and $914 an acre foot for avoided cost of
wastewater treatment. The savings for water treatment would be $42,140, and $78,604 for
wastewater treatment. Combined savings if the program is implemented, are at minimum,
$120,744 to the City. Savings for our residential customers is $84,000 in avoided water costs.
Additional savings in energy and wastewater are also realized.

In the past, rebates have been available to Brentwood residents living in specified regions
through Contra Costa Water District. This program will continue the current successful regional
High Efficiency Clothes Washer Rebate Program by offering all City utility customers, rather
than only those in the specified regions, the opportunity to participate in this important water
savings effort.

FISCAL IMPACT
The total fiscal impact of this program is $72,000, of which $30,000 will be paid directly to EGIA
through the Proposition 50 Grant Funds. This leaves the City portion at $42,000, of which
$30,000 is a match to the grant funds, and $12,000 is for administrative costs. Upon City
Council approval, the Water Enterprise Operating Budget will be amended through the 2006-07
Amended Budget process. This is a one-time cost for this run of this Program. Should the City
implement the Program again, Council approval will be requested.

Future reduction of operating costs are anticipated by the implementation of the Program and
resident’s use of high efficiency clothes washing machines. The savings over the life of the
washing machine would be $42,140, and $78,604 for wastewater treatment for a combined
savings of $120,744 to the City. Savings for our residential customers is $84,000 in avoided
water costs. Additional savings in energy and wastewater are also realized.

Attachments:
    • Resolution
                                     RESOLUTION NO.


      ADOPTION OF A RESOLUTION APPROVING AND AUTHORIZING THE WATER
      DIVISION TO BEGIN IMPLEMENTATION OF A HIGH EFFICIENCY CLOTHES
      WASHER REBATE PROGRAM IN THE AMOUNT NOT TO EXCEED $42,000.

      WHEREAS, on May 11, 1999, by Resolution No. 99-118, City Council authorized the
City Manager to sign the California Urban Water Conservation Council’s Memorandum of
Understanding Regarding Urban Water Conservation; and

       WHEREAS, on January 10, 2006, by Resolution No. 2006-006, City Council approved
the 2005 Urban Water Management Plan; and

       WHEREAS, the 2005 Urban Water Management Plan outlines a five-year forecast in
regards to implementation of 14 Best Management Practices; and

       WHEREAS, acceptance of the High Efficiency Clothes Washer Rebate Program
(Program) confirms the conservation efforts; and

        WHEREAS, the High Efficiency Clothes Washer Rebate Program will help support a
proactive approach towards the management of groundwater and promote constructive use of
treated surface water; and

       WHEREAS, the City of Brentwood partnered with 10 other area water agencies for this
grant opportunity with the California Department of Water Resources Proposition 50 Grant
Application, “Regional Resource-Efficient Clothes Washer Rebate Program”; and

       WHEREAS, the City of Brentwood was awarded $30,000 in matching grant funds for
400 high efficiency washer machines; and

      WHEREAS, the savings for water treatment would be $42,140, and $78,604 for
wastewater treatment for a combined savings of $120,744 to the City; and

     WHEREAS, upon City Council approval the Water Enterprise Operating Budget will be
amended through the 2006-07 Amended Budget process.

      NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
does hereby:

      1) Approve and authorize the Water Division to begin implementation of a High
         Efficiency Clothes Washer Rebate Program; and
      2) Authorize staff to execute all related documents in the amount of $42,000 ($30,000
         match to grant funds plus $12,000 Electric and Gas Industries Association
         administrative costs).



       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
                              CITY COUNCIL AGENDA ITEM NO. 12

Meeting Date:    May 9, 2006

Subject/Title:   Resolution approving, and authorizing the City Manager to sign an agreement
                 for professional services between the City of Brentwood and the Contra Costa
                 County District Attorney for a Community Based Prosecutor.

Prepared by:     James Martinez, Lieutenant Brentwood Police Department

Submitted by: James Martinez, Lieutenant Brentwood Police Department

RECOMMENDATION
Adopt a Resolution approving, and authorizing the City Manager to sign an agreement for
professional services between the City of Brentwood and the Contra Costa County District
Attorney for a Community Based Prosecutor.

PREVIOUS ACTION
None.

BACKGROUND
A Community Based Prosecutor works out of the Police Department to build the history on the
de minimus misdemeanor cases that do not normally get charged by the District Attorney’s
office due to the lack of history and neighborhood impact. The Community Based Prosecutor
reviews such cases and flags them for special handling at the District Attorney’s office. The
cases will be flagged in the District Attorney’s Case Management System so that they will
generate their own calendar for the Community Based Prosecutor to track. Furthermore, the
Community Based Prosecutor will work on an as needed basis to be available to the officers of
the Brentwood Police Department as an advisor on cases not yet filed. Currently, the City of
Concord is a model for this program and they have found it to be a valuable and effective
resource for their community. Lastly, the Community Based Prosecutor will work to educate the
judiciary on the impact of quality of life crimes in the City of Brentwood and the need to deal
strongly with community troublemakers. The Community Based Prosecutor will educate the
neighborhoods on the actions they can take, and the role of all parts of the criminal justice
system. The Community Based Prosecutor will also educate other deputy district attorneys
about the concerns of the community in the handling of the cases that are traditionally
considered to be minor cases.

FISCAL IMPACT
The 2006/2007 fiscal year impact of this service agreement is $123,270. It is anticipated that
the Community Based Prosecutor will devote half-time (50% FTE) of service to the City of
Brentwood. This contractual service is budgeted for in this fiscal budget year and the next fiscal
budget year.

Attachments:
Resolution
Agreement
Exhibit “A”
                                      RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD APPROVING,
AND AUTHORIZING THE CITY MANAGER TO SIGN, AN AGREEMENT FOR
PROFESSIONAL SERVICES BETWEEN THE CITY OF BRENTWOOD AND THE CONTRA
COSTA COUNTY DISTRICT ATTORNEY FOR A COMMUNITY BASED PROSECUTOR.

      WHEREAS, the Community Based Prosecutor works out of the Brentwood Police
Department to build the history on the de minimus misdemeanor cases that do not normally get
charged by the District Attorney’s office due to the lack of history and neighborhood impact; and

        WHEREAS, the Community Based Prosecutor reviews such cases and flags them for
special handling at the District Attorney’s office; and

         WHEREAS, the Community Based Prosecutor will work on an as needed basis to be
available to the officers of the Brentwood Police Department as an advisor on cases not yet
filed; and

       WHEREAS, the Community Based Prosecutor will work to educate the judiciary on the
impact of quality of life crimes in the City of Brentwood and the need to deal strongly with
community troublemakers; and

       WHEREAS, the Community Based Prosecutor will educate the neighborhoods on the
actions they can take, and the role of all parts of the criminal justice system; and

        WHEREAS, the Community Based Prosecutor will educate other deputy district
attorneys about the concerns of the community in the handling of the cases that are traditionally
considered to be minor cases and assist the Brentwood Police Department as set forth in
Exhibit “A”, which a copy is attached hereto.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
approves, and authorizes the City Manager to sign an agreement for professional services
between the City of Brentwood and the Contra Costa County District Attorney for a Community
Based Prosecutor.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a meeting held on the 9th day of May 2006 by the following vote:
                          AGREEMENT FOR PROFESSIONAL SERVICES
                             (Community Based Prosecution Program)

       THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is entered
into on _____________, 2006 between the City of Brentwood (the "City") and the
Contra Costa County District Attorney, 725 Court Street (the “District Attorney”)
(collectively, the “Parties”).

                                         RECITALS

       The Parties desire to have the Contra Costa County District Attorney provide
professional services to the City as part of the Community Based Prosecution Program
in an effort to curb local crime, reduce calls for service for disturbances of all kinds, and
reduce the occurrence of all quality of life crimes as further described herein, upon the
following terms.

      NOW, THEREFORE, IN CONSIDERATION of the following mutual covenants
and promises, the Parties hereto agree as follows:

       1.    Effective Date. The effective date of this Agreement is the date first
written above.

       2.     Services. District Attorney shall provide the basic services (the “Services”)
described in detail in Exhibit A, Scope of Services and Compensation, attached hereto
and made a part hereof.

        3.     Amendment. If authorized, District Attorney shall furnish additional
services, which are in addition to the Services. If additional services are requested by
City, this Agreement may be amended, modified, or changed by the Parties subject to
mutual consent by written amendment, signed by authorized representatives of both
Parties.

        4.      Authorized Representatives. Authorized representatives shall represent
City and District Attorney in all matters pertaining to the Services except where approval
for the City is specifically required by the City Council. All requirements of City
pertaining to the Services shall be submitted through these representatives and City
shall cooperate with District Attorney in all matters relating to this Agreement in such a
manner as will result in the performance of such work without delay.

      The City authorized representative is the City Police Department’s Support
Services Lieutenant, currently Lt. James Martinez. The District Attorney authorized
representative is Jean Skilling, Deputy District Attorney.

       5.    Compensation. District Attorney shall be compensated on a time and
materials basis for the Services not to exceed $123,270.00, as more particularly
described in Exhibit A, Scope of Services and Compensation; and District Attorney shall



Atty/Agmts/2006.010.(6).doc
be compensated for additional services rendered under Section 3, as more particularly
described in a fully approved and executed Amendment to this Agreement. District
Attorney may submit monthly statements for the Services and additional services
rendered. It is intended that payment to District Attorney will be made by City within
thirty (30) days of receipt of invoice.

      6.     Term. The term of this Agreement, subject to termination as set forth in
Section 13, shall be from the effective date through June 30, 2007.

       7.      Standard of Performance. District Attorney represents to City that the
Services shall be performed in an expeditious manner and with the degree of skill and
care that is required by current, good, and sound procedures and practices. District
Attorney further agrees that the Services shall be in conformance with generally
accepted professional standards prevailing at the time work is performed.

       8.       Performance by District Attorney. District Attorney hereby designates
Jean Skilling, Deputy District Attorney, Deputy District Attorney, as the person primarily
responsible for the day-to-day performance of the Services (the “Community Based
Prosecutor”). District Attorney shall not change the District Attorney’s representative
without the prior written consent of the City. Unless otherwise expressly agreed by the
City, District Attorney's representative shall remain responsible for the quality and
timeliness of performance of the Services, notwithstanding any permitted or approved
delegation hereunder.

        9.     Ownership and Maintenance of Documents. All documents furnished by
District Attorney pursuant to this Agreement are instruments of the Services. They are
not intended nor represented to be suitable for reuse by others on extensions of this
Agreement or on any other agreement. Any reuse without specific written verification
and adoption by District Attorney for the specific purposes intended will be at user’s sole
risk and without liability or legal exposure and expenses to District Attorney, including
attorney’s fees arising out of such unauthorized reuse.

        District Attorney’s records, documents, calculations, and all other instruments of
the Service pertaining to an actual project shall be given to City at the completion of the
project. District Attorney shall not be required to give City any prosecution documents,
documents protected by the attorney client privilege or other applicable privilege and
documents pertaining to the District Attorney’s work product. The City reserves the right
to specify the file format that electronic document deliverables are presented to the City.
If this Agreement is terminated pursuant to Section 13, deliverables shall be provided
based on Section 13 requirements.

       10.    Indemnification. District Attorney agrees to defend, indemnify and hold
harmless the City, its officers, agents, employees and volunteers from and against any
and all claims, demands, actions, losses, damages, injuries, and liability (including all
attorney's fees and other litigation expenses) arising out of the negligent acts or
omissions of District Attorney in the performance of this Agreement and the Services.
Atty/Agmts/2006.010.(6).doc
                                             4
       11.    Insurance. District Attorney shall, at its own expense, procure and
maintain in full force at all times during the term of this Agreement the following
insurance:

              A.    Commercial General Liability Coverage. District Attorney shall
maintain commercial general liability insurance with limits of no less than one million
dollars ($1,000,000) combined single limit per occurrence or two million dollars
($2,000,000) aggregate limit for bodily injury, personal injury, and property damage.

              B.       Automobile Liability Coverage. District Attorney shall maintain
automobile liability insurance covering all vehicles used in the performance of this
Agreement providing a One Million Dollar ($1,000,000) combined single limit per
occurrence for bodily injury, personal injury, and property damage.

              C.       Professional Liability Coverage. District Attorney shall maintain
professional liability insurance with coverage for all negligent errors, acts or omissions
committed by District Attorney, its agents and employees in the performance of this
Agreement. The amount of this insurance shall be not less than five hundred thousand
dollars ($500,000) on claims made annual aggregate basis or a combined single limit
per occurrence basis.

               D.     Compliance with State Workers' Compensation Requirements.
District Attorney covenants that it will insure itself against liability for Workers'
Compensation pursuant to the provisions of California Labor Code §3700, et seq.
District Attorney shall, at all times, upon demand of the City’s authorized representative
or his/her designee, furnish proof that Workers' Compensation Insurance is being
maintained by it in force and effect in accordance with the California Labor Code.

             E.     Other Insurance Provisions. The policies are to contain, or be
endorsed to contain the following provisions:

                         (1)    City, its officers, agents, employees, and volunteers are to
         be covered as additional insureds as respects: Liability arising out of activities
         performed by or on behalf of District Attorney and operations of District Attorney,
         premises owned, occupied, or used by District Attorney. The coverage shall
         contain no special limitations on the scope or protection afforded to City, its
         officers, officials, employees, or volunteers.

                         (2)    District Attorney's insurance coverage shall be primary
         insurance with respect to City, its officers, officials, employees, and volunteers.
         Any insurance, risk pooling arrangement, or self-insurance maintained by City, its
         officers, officials, employees, or volunteers shall be in excess of District
         Attorney's insurance and shall not contribute with it.



Atty/Agmts/2006.010.(6).doc
                                              5
                       (3)     Any failure to comply with the reporting provisions of the
         policy shall not affect the coverage provided to the City, its officers, officials,
         employees, or volunteers.

                        (4)    The aforementioned policies shall be issued by an insurance
         carrier having a rating of A.M. Best A-7 or better which is satisfactory to the Risk
         Manager and shall be delivered to City at the time of the execution of this
         Agreement or as provided below. In lieu of actual delivery of such policies, a
         Certificate and endorsements issued by the insurance carrier showing such
         policy to be in force for the period covered by the Agreement may be delivered to
         City. Such policies and certificates shall be in a form approved by the City
         Attorney. Except for worker's compensation and professional liability insurance,
         the policies mentioned in this subsection shall name City, its officers, agents,
         employees and volunteers, as an additional insureds and provide for thirty (30)
         days notice of cancellation to City. Said policies shall not be canceled earlier
         than, nor the amount of coverage reduced earlier than, thirty (30) days after the
         City receives notices from the insured of the intent of cancellation or reduction.

               F.     Self Insurance. District Attorney may satisfy its insurance
obligations stated above by providing satisfactory evidence that it is self-insured and
has sufficient financial resources to meet the insurance obligations stated herein.

       12.    Suspension of Work. City or District Attorney may, at any time, by ten (10)
days’ written notice, suspend further performance by District Attorney of the Services.
All suspensions shall extend the time schedule for performance in a mutually
satisfactory manner, and District Attorney shall be paid for the Services performed and
reimbursable expenses incurred prior to the suspension date. During the period of
suspension, District Attorney shall not receive any payment for Services, or expenses,
except for reasonable administration expenses, incurred by District Attorney by reason
of such suspension.

        13.    Termination. City or District Attorney may terminate this Agreement for
any reason upon ten (10) days written notice to the other party. City or District Attorney
may terminate the Agreement upon five (5) days written notice if District Attorney or City
breaches this Agreement. In the event of termination, District Attorney shall promptly
deliver to the City any reports or other written, recorded, photographic, or visual
materials and other deliverables prepared for the City prior to the effective date of such
termination. District Attorney shall not be required to provide City any prosecution
documents, documents covered by the attorney-client privilege or any other applicable
privilege, and documents pertaining to District Attorney’s work product. After receipt of
deliverables, City will pay District Attorney for the Services performed as of the effective
date of the termination.

        14.    Compliance with Civil Rights. During the performance of this contract,
District Attorney agrees as follows:


Atty/Agmts/2006.010.(6).doc
                                                6
               A.     Equal Employment Opportunity. In connection with the execution
of this Agreement, District Attorney shall not discriminate against any employee or
applicant for employment because of race, religion, color, sex, or national origin. Such
actions shall include, but not be limited to, the following: employment, promotion,
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rate of pay or other forms of compensation; and selection for training
including apprenticeship.

             B.      Nondiscrimination Civil Rights Act of 1964. District Attorney will
comply with all federal regulations relative to nondiscrimination in federally assisted
programs.

        15.    Independent Contractor. In assuming and performing the Services,
District Attorney is an independent contractor and shall not be eligible for any benefits,
which the City may provide its employees, except as expressly provided for in the
Agreement. All persons, if any, hired by District Attorney shall be employees or
subcontractors of District Attorney and shall not be construed as employees or agents
of the City in any respect. District Attorney shall have responsibility for and control over
the means of providing the Services.

       16.    Compliance with Laws. District Attorney shall comply with all applicable
Federal, State of California, and local laws, rules, and regulations and shall obtain all
applicable licenses for the performance of the Services.

      17.    Choice of Laws. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California, excluding any choice of law rules
which may direct the application of the laws of another jurisdiction.

       18.    Non-Waiver. The waiver by either Party of any breach of any term,
covenant, or condition contained in the Agreement, or any default in their performance
of any obligations under the Agreement shall not be deemed to be a waiver of any other
breach or default of the same or any other term, covenant, condition, or obligation, nor
shall any waiver of any incident of breach of default constitute a continuing waiver of
same.

       19.    Enforceability. In the event that any of the provisions or portions of
application of any of the provisions of the Agreement are held to be illegal or invalid by a
court of competent jurisdiction, City and District Attorney shall negotiate an equitable
adjustment in the provisions of the Agreement with a view toward effecting the purpose
of the Agreement. The illegality or invalidity of any of the provisions or portions of
application of any of the provisions of the Agreement shall not affect the legality or
enforceability of the remaining provisions or portions of application of any of the
provisions of the Agreement.




Atty/Agmts/2006.010.(6).doc
                                             7
        20.    Integration. The Agreement contains the entire agreement and
understanding between the Parties as to the subject matter of this Agreement. It merges
and supersedes all prior or contemporaneous agreements, commitments,
representation, writings, and discussions between District Attorney and City, whether
oral or written.

       21.     Successors and Assigns. City and District Attorney respectively, bind
themselves, their successors, assigns, and legal representatives. District Attorney shall
not assign or transfer any interest in the Agreement without the City's prior written
consent, which consent shall be in the City's sole discretion. Any attempted assignment
or transfer in breach of this provision shall be void.

        22.    Attorney’s Fees. If either Party to this Agreement commences any legal
action against the other party arising out of this Agreement, the prevailing Party shall be
entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorney's fees.

        23.    Financial Records. Records of District Attorney’s direct labor costs,
payroll costs, and reimbursable expenses pertaining to this project covered by this
Agreement will be kept on a generally recognized accounting basis and made available
to City if and when requested.

       24.     Notices. All notices required hereunder shall be in writing and mailed
postage prepaid by Certified or Registered mail, return receipt requested, or by personal
delivery to the City and District Attorney’s address as shown below, or such other
places as City or District Attorney may, from time to time, respectively, designate in a
written notice given to the other. Notice shall be deemed received three (3) days after
the date of the mailing thereof or upon personal delivery.


To City:                                         Michael R. Davies, Police Chief
                                                 City of Brentwood
                                                 9100 Brentwood Blvd.
                                                 Brentwood, CA 94513
                                                 Phone: (925) 634-6911

To District Attorney:                            Contra Costa County District Attorney
                                                 Attention: Robert Kochly
                                                 Contra Costa County
                                                 725 Court Street
                                                 Martinez, California 94553
                                                 Phone: 925-957-2200




Atty/Agmts/2006.010.(6).doc
                                             8
      IN WITNESS WHEREOF, the Parties have executed this Agreement in one (1)
or more copies as of the date and year first written above.


DISTRICT ATTORNEY                               CITY OF BRENTWOOD:


By:                                             By:
         Robert Kochly, District Attorney             Donna Landeros, City Manager


                                                ATTEST:


                                                By:
                                                      Margaret Wimberly, City Clerk


                                                APPROVED AS TO FORM:


                                                By:
                                                      Damien B. Brower, City Attorney




Atty/Agmts/2006.010.(6).doc
                                            9
                                     EXHIBIT “A”

                   SCOPE OF SERVICES AND COMPENSATION

1.    The Community Based Prosecutor will work with the Brentwood Police
      Department to build the history on the de minimus misdemeanor cases that do
      not normally get charged by the District Attorney’s office due to the lack of history
      and neighborhood impact. These cases will be filed through normal channels but
      will be reviewed first by the Community Based Prosecutor and flagged for special
      handling. The cases will be flagged in the District Attorney’s Case Management
      System so that they will generate their own calendar for the Community Based
      Prosecutor to track. All cases will be logged in a database, noting whether filed
      and if filed, the ultimate disposition of the court. The Community Based
      Prosecutor will also work on an as needed basis to be available to the officers of
      the Brentwood Police Department as an advisor on cases not yet filed.

2.    Upon request of the assigned liaison officer and subject to the availability of the
      Community Based Prosecutor, the Community Based Prosecutor may attend
      various Owner/Manager/Resident meetings.

3.    The Community Based Prosecutor will work to educate the judiciary on the
      impact of quality of life crimes and the need to deal strongly with community
      troublemakers. The Prosecutor will educate the neighborhoods on the actions
      they can take, and the role of all parts of the criminal justice system. The
      Prosecutor will also educate other deputy district attorneys about the concerns of
      the community in the handling of the cases that are traditionally considered to be
      minor cases. The Prosecutor will educate the police officers to assist in their
      community policing efforts.

4.    On a bi-monthly basis the Community Based Prosecutor will prepare a report
      detailing the new issues and actions taken/proposed. The reports will also
      contain a progress report on problems whose solutions are already in progress
      as to not lose sight of ongoing projects. Each report will contain an accounting of
      the number of cases reviewed for each district and the result of the review (filed,
      declined to file, returned to agency, and referred to another unit).

                                    CITY’S DUTIES

The City will provide the Community Based Prosecutor a workstation and phone. The
City will provide the necessary lines so that the Community Based Prosecutor can
access the Police Department’s network and the DA Network and LJIS mainframe
application via the County’s Virtual Private Network.
                                   COMPENSATION

For Fiscal Year 2006/07, the Community Based Prosecutor is being fully funded by the
City of Brentwood at a cost of $123,270.00. The term of the agreement commences on
April 11, 2006. This agreement will expire on June 30, 2007. It is anticipated that the
Community Based Prosecutor will devote half-time (50% FTE) of service to the City
under this agreement.

The District Attorney is responsible for paying the Community Based Prosecutor’s
salary, and benefits, and associated costs as an employee of the District Attorney. The
District Attorney shall submit invoices to the City to reimburse the District Attorney as
detailed on the invoice, of the Community Based Prosecutor’s time spent in performing
work under the agreement. The manner of submitting invoices and the time for
reimbursement payment is set forth in Section 5 of the agreement.
                              CITY COUNCIL AGENDA ITEM NO. 13



Meeting Date: May 9, 2006

Subject/Title:     Approve the appointment of Chris Regan to the Brentwood Advisory
                   Neighborhood Committee (BANC) for a three-year term ending December 31,
                   2008.

Submitted by: Robert Taylor, Council Member (Council Representative to BANC)


RECOMMENDATION
Approve the appointment of Chris Regan to the Brentwood Advisory Neighborhood Committee
(BANC) for a three-year term commencing May 9, 2006 and ending December 31, 2008.

PREVIOUS ACTION
None

BACKGROUND
Staff continuously accepts applications for the BANC Committee. BANC has a current
membership of seventeen, and has previously had up to twenty five members. The Brentwood
Advisory Neighborhood Committee is an official advisory committee of the City of Brentwood
that is made up of residents from the city’s neighborhoods.

FISCAL IMPACT
None



Attachments:
     Application
                              CITY COUNCIL AGENDA ITEM NO. 14


Meeting Date: May 9, 2006

Subject/Title:   Waive second reading and adopt Ordinance No. 826 for a Rezone (RZ 06-01)
                 to create Sub Area C with uses and development standards in the PD-24 Zone
                 and modify the Sub Area Map, as well as associated changes to the PD-13
                 Zone, to include the uses and development standards in the Paradise Cove
                 subdivision (Fahmy Ct. residential project) located south of Balfour Road and
                 east of Guthrie Lane.

Prepared by:     John Strandberg, Community Development Technician

Submitted by: Howard Sword, Community Development Department Director


RECOMMENDATION
Waive second reading and adopt Ordinance No. 826.

PREVIOUS ACTION
At its meeting on April 25, 2006, the City Council unanimously waived the first reading of
Ordinance No. 826 approving RZ 06-01.

PROJECT DESCRIPTION
The proposed project involves an amendment to the City’s Municipal Code by creating Sub
Area C in Planned Development 24 (PD-24) with appropriate uses and development standards.
Paradise Cove is a developed subdivision of single family homes with all infrastructure and lot
improvements completed. The subdivision was built with the uses and development standards
adopted specifically for this project within PD-13, but the standards were not transferred to PD-
24 when the General Plan was updated, leaving an existing residential neighborhood within a
PD zone without uses or development standards. Staff is proposing to use these same
standards from PD-13 (used to approve the project) to govern the subdivision in PD-24 (in
which it is now located).

As a result of the 2001 General Plan land use change and rezoning for this property, this
residential subdivision has no permitted uses or development standards. This proposed
rezoning would establish single-family residential uses and development standards for this
neighborhood. The General Plan Land Use designation will be changed back to residential from
Mixed-Use Business Park the next time the General Plan is updated.

ANALYSIS
Adoption of this ordinance will ensure that the existing homes have appropriate building
setbacks, height standards, lot dimensions, etc. in place, resulting in legal structures that can be
modified and/or sold without questioning whether they conform to the Municipal Code or not..

FISCAL IMPACT
There are no fiscal impacts associated with this rezone.

Attachments:
Ordinance No. 826


                                                 1
                                   ORDINANCE NO. 826

       AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPROVING A REZONE (RZ 06-01) TO AMEND CHAPTERS 17.463 AND 17.474 OF
       THE BRENTWOOD MUNICPAL CODE FOR PLANNED DEVELOPMENT THIRTEEN
       (PD-13) AND PLANNED DEVELOPMENT TWENTY-FOUR (PD-24), GENERALLY
       LOCATED EAST OF GUTHRIE LANE, SOUTH OF BALFOUR ROAD AND WEST OF
       SELLERS AVENUE.

        WHEREAS, the City of Brentwood has submitted an application for a zoning
amendment to amend Planned Development 13 and 24, creating Sub Area C within PD-24and
removing any references to the Fahmy property from PD-13, located east of Guthrie Lane and
south of Balfour Road as shown on the revised Subarea Map, Exhibit “C”; and

       WHEREAS, the tentative subdivision map for the Paradise Cove homes was approved
by the Planning Commission on August 17, 1999, by Resolution No. 99-35; and

       WHEREAS, the development standards for Paradise Cove were approved by the City
Council on July 25, 2000; and

       WHEREAS, through the General Plan Update adopted on November 27, 2001, a portion
of PD-13, the south-western 8.6 acres including TSM 8180, was relocated to PD-24; and

      WHEREAS, the tentative subdivision map for the Paradise Cove homes was recorded
on August 22, 2002; and

       WHEREAS, the design review for the Paradise Cove homes was approved by the
Planning Commission on October 7, 2003, by Resolution No. 03-74; and

     WHEREAS, nonexistent uses and development standards were discovered in
December of 2005; and

       WHEREAS, creation of Sub Area C of the PD-24 Zone is necessary in order to correct
the noted nonexistent uses and development standards; and

        WHEREAS, the development standards include building setbacks and heights for the
existing homes; and

      WHEREAS, a Negative Declaration has been prepared for the Paradise Cove project in
accordance with the California Environmental Quality Act (CEQA); and

       WHEREAS, on March 21, 2006, the Planning Commission conducted a duly noticed
public hearing, considered public comments and passed Resolution No. 06-13 which
recommended the approval of the Rezone for Planned Development 24 creating Sub Area C
and the subsequent changes to Planned Development 13; and

       WHEREAS, a Notice of Public Hearing was legally advertised in the Brentwood Press
on March 31, 2006, and mailed to all property owners of record within 300 feet of the subject
property according to City policies and Government Code Section 65091; and

      WHEREAS, the City Council of the City of Brentwood held a public hearing on the


                                             1
proposed zoning amendment on April 25, 2006, for the purpose of reviewing the application,
considering the Planning Commission’s action, and considering all comments made by the
public with respect to this proposed zoning amendment; and

        WHEREAS, after the close of the public hearing, the City Council considered all public
comments received both before and during the public hearing, the presentation by City staff, the
staff report, which includes an analysis of the consistency of the proposed project with all other
goals and policies of the City and the General Plan, and all other pertinent goals, policies,
regulations and documents regarding the proposed zoning amendment; and

      NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood:

       A.      Hereby finds that:

               1. The project implements the intent of the existing General Plan land use
                  designation which will be changed with the next General Plan update to
                  accurately reflect the single-family Paradise Cove subdivision.

               2. The project is consistent with the City’s previously expressed intent to adopt
                  development standards in conjunction with the approval of any specific
                  project.

       B.      Hereby approves Rezone 06-01 as requested, amending the Brentwood
               Municipal Code, as reflected below:

               1. Development standards for Sub Area C of the PD-24 Zone are hereby added
                  to Chapter 17.474 as shown in Exhibit "A" attached hereto and made a part
                  of this Ordinance.

               2. Revisions to the PD-13 Zone, removing any references to the “Fahmy”
                  property, are hereby reflected in Chapter 17.463 as shown in Exhibit "B"
                  attached hereto and made a part of this Ordinance.

               3. The existing Sub Area Map for PD-24 shall be replaced with the following
                  updated Sub Area map, as shown in Exhibit “C” attached hereto.

               4. The existing PD-13 maps shall be replaced with the following updated Area
                  map, as shown in Exhibit “D” attached hereto.

       THIS ORDINANCE was introduced with the first reading waived at a regular meeting of
the Brentwood City Council on the 25th day of April 2006, by the following vote:




                                                2
                                 EXHIBIT “A” TO
                         CITY COUNCIL ORDINANCE NO. 826
             DEVELOPMENT STANDARDS FOR SUB AREA C OF THE PD-24 ZONE

Chapter 17.474
PD-24 (PLANNED DEVELOPMENT TWENTY-FOUR) ZONE

Sections:

17.474.001 Authority, purpose and intent.

Sub Area A

17.474.002 Permitted uses for Sub Area A.
17.474.003 Conditionally permitted uses for Sub Area A.
17.474.004 Development standards for Sub Area A.
17.474.005 Performance standards for Sub Area A.
17.474.006 Design and site development review for Sub Area A.

Sub Area B

17.474.007 Permitted uses for Sub Area B.
17.474.008 Conditionally permitted uses for Sub Area B.
17.474.009 Development standards for Sub Area B.
17.474.010 Performance standards for Sub Area B.
17.474.011 Design and site development review for Sub Area B.

Sub Area C

17.474.012 Permitted uses for Sub Area C.
17.474.013 Conditionally permitted uses for Sub Area C.
17.474.014 Development standards for Sub Area C.
17.474.015 Other Regulations for Sub Area C.
17.474.016 PD-24 Sub Area Map.

PD-24

17.474.001 Authority, purpose and intent
The authority, purpose and intent for the adoption of the PD-24 (planned development twenty-
four) zone are as follows:

A.      Authority. The PD-24 (planned development twenty-four) zone is adopted pursuant to
        the authority set forth in Chapter 17.450, Planned Development Zones, General
        Regulations of this code;

B.      Purpose. The purpose of the PD-24 (planned development twenty-four) zone, is to
        permit and regulate the development of Sub Area A as 4.34 acres (APN 010-150-034)
        designated as BP (Mixed-Use Business Park) by the City of Brentwood General Plan
        Land Use Map, Sub Area B as 0.67 acres (APN 010-480-056) designated as BP (Mixed-
        Use Business Park), and Sub Area C to permit and regulate the development of single-



                                              3
       family detached homes in the 14-lot Paradise Cove neighborhood, in accordance with
       the Brentwood General Plan. (Ord. 796 § 1 (part), 2005)

C.     Intent. It is intended that in order to achieve the purpose of the PD-24 (planned
       development twenty-four) zone of implementing the development of Sub Areas A and B
       as Mixed-Use Business Park in conformance with the Brentwood General Plan the
       primary character of the area is intended to be a mix of commercial, office, service and
       light industrial uses, and Sub Area C as a development of single-family detached homes
       in the 14-lot Paradise Cove neighborhood, in accordance with the Brentwood General
       Plan. (Ord. 796 § 1 (part), 2005)

17.474.002 Permitted uses for Sub Area A
The following uses are permitted within this sub area of the PD-24 (planned development
twenty-four) zone:

A.     The following uses shall be permitted within Sub Area A:

       1. General office uses;

       2. Business and professional offices, such as software developers, architects,
          attorneys, accountants and office uses that are supplementary to industrial, business
          or commercial uses;

       3. Research and development space that                includes    office,   support,   and
          warehouse/research areas (i.e. flex-tech);

       4. Service uses, such as coffee and sandwich shops, dry cleaners, laundry facilities,
          and similar services;

       5. Medical or dental laboratories;

       6. Medical or dental offices or clinics;

       7. Service uses including, but not limited to, appliance, television and radio repair, and
          small equipment repair or service;

       8. Similar uses subject to the approval of the community development director. (Ord.
          703 § 2 (Exh. B (part)), 2002)

17.474.003 Conditionally permitted uses for Sub Area A

The following uses are permitted upon obtaining a conditional use permit pursuant to Chapter
17.830 within this sub area of the PD-24 (planned development twenty-four) zone:

A.     The following uses shall be conditionally permitted within Sub Area A:

       1. Public and quasi-public uses appropriate to and compatible with the area such as
          hospitals, outpatient care facilities, business and technical schools, and full service
          financial institutions;

       2. Restaurants;


                                                  4
      3. Commercial uses including, but not limited to, uses that may or may not manufacture
         their primary product on the premises such as a drapery shop, cabinet shop, or
         upholstery shop;

      4. Health clubs and recreation clubs;

      5. Churches;

      6. Light metal fabrication, machine shops, small welding shops, small assembly, and
         printing shop;

      7. Similar uses subject to the approval of the community development director. (Ord.
         703 § 2 (Exh. B (part)), 2002)

17.474.004 Development standards for Sub Area A

A.    All nonresidential permitted and conditionally permitted uses developed within Sub Area
      A shall conform to the development standards set forth as follows:

      1. Minimum lot area: 20,000 square feet;

      2. Minimum lot width: 100 feet, street frontage not required with access easement;

      3. Minimum street frontage yard: 10 feet;

      4. Minimum non-street frontage yard: 0 feet;

      5. Maximum building height: one story not to exceed 30 feet;

B.    Other Regulations.

      1. Refuse Disposal Enclosure. All facilities shall provide masonry refuse disposal
         enclosures to city standards and specifications.

         a. Refuse pick-up shall be prohibited between the hours of six p.m. and seven a.m.

      2. Illumination of parking facilities and structures. All facilities shall provide adequate
         lighting or illumination of parking facilities and structures pursuant to Chapter 17.620
         of this code.

      3. Parking lot design and development standards. All facilities shall comply with the
         design and development standards of Chapter 17.620 of this code.

      4. Open Storage or Display. Open storage and/or outdoor display of merchandise is
         prohibited.

      5. Landscaping and Screening. Landscaping and screening shall be provided in
         accordance with Chapter 17.630 of this code, except as follows:




                                               5
          a. The minimum width of landscaping (including sidewalk) along Guthrie Lane shall
             be twenty feet. The minimum width of landscaping along adjacent parcels shall
             be five feet when separating parking and ten feet when separating a building. All
             other secondary streets/drives shall have a minimum landscaping width of five
             feet except where parking is directly off-street (this is only allowed at one
             hundred feet minimum distance to major intersections and twenty feet minimum
             from secondary intersections). Widths shall be measured from the face of curb to
             the edge of a building or parking lot. A public sidewalk is typically included within
             this required width, with the following exception -- when widths are less than ten
             feet -- no sidewalk shall be allowed.

          b. At the time of development, landscaping shall be installed along any property line
             abutting a residentially zoned area. The required landscaping shall consist of the
             following:

              i.   Minimum width of the landscaped area shall be five feet;

              ii. Landscape fingers or tree wells perpendicular to the perimeter landscaping
                  shall be provided no more than ten parking spaces apart;

              iii. Evergreen trees shall be planted in areas identified in subsections (i) and (ii)
                   such that a visual screen is created.

       6. Advertising Signs. All signs shall be subject to an approved master sign program.

       7. Yards. All required yards shall be utilized for landscaping only, except for access
          drives to the property. Architectural features may project into any required yard
          pursuant to the provisions of Chapter 17.660 of this code.

       8. Accessory structures and buildings shall be permitted pursuant to the provisions of
          Chapter 17.660 of this code.

       9. Security Measures. All facilities shall provide security measures in accordance with
          city standards and subject to design review.

       10. Energy Conservation. All facilities shall, to the greatest extent possible, incorporate
           energy conservation measures in conformance with city standards and subject to
           design review.

       11. Manufacturing and Storage Areas. All manufacturing processes shall be within a
           structure and all open storage areas shall be screened with a minimum six foot high
           view-obscuring fence. No storage shall exceed the height of the fence. Solid walls
           shall be utilized for screening areas visible from a public street. (Ord. 703 § 2 (Exh. B
           (part)), 2002)

17.474.005 Performance standards for Sub Area A
All permitted and conditionally permitted uses shall conform to the performance standards set
forth below:




                                                 6
A.   Noise.

     1. All uses shall comply with Chapter 9.32 of this code.

B.   Heat, Glare and Humidity.

     1. Any operation producing intense heat shall be performed within a completely
        enclosed building in such a manner so as not to create a public nuisance or hazard
        along lot lines.

     2. Any operation of activity producing glare shall be performed within a completely
        enclosed building and be conducted so that direct and indirect illumination from the
        source of light on the lot shall not cause illumination in excess of one foot candle
        when measured at the lot line. Exposed sources of light shall be shielded and
        flickering or intense sources of light shall be controlled so as not to cause nuisance
        across lot lines.

     3. Any use producing humidity in the form of steam or moist air, or producing heat, shall
        be carried on in such a manner that steam, humidity or heat is not perceptible at any
        lot line.

C.   Vibration. Any industrial operation or activity that shall cause, at any point along the
     property line of the subject use, earth-borne vibrations that are discernable without the
     use of instruments is prohibited.

D.   Fire, Safety and Explosion. All uses shall provide adequate safety devices against fire,
     explosion and other hazards and adequate fire fighting and fire suppression equipment
     in compliance with applicable fire prevention and building codes.

E.   Soundproofing. Offices, retail activities and other acoustically sensitive activities shall be
     designed so that interior noise levels due to exterior noise sources do not exceed the
     peak hour Leq of 55 dBA.

F.   Solid and Liquid Waste.

     1. No discharge at any point into public sewer, system or bay into the ground shall be
        permitted, except in accord with standards approved by the state department of
        health, or standards specified in applicable local ordinances for similar uses of any
        materials of such nature or temperature as can contaminate any water supply,
        interfere with bacterial processes in sewage treatment, or otherwise cause the
        emission of dangerous or offensive elements.

     2. No materials or wastes shall be deposited on any property in such form or manner
        that natural causes or forces may transfer them off the property.

     3. Any wastes which might be attractive to rodents or insects shall be stored outdoors
        only in closed containers.

G.   Electrical and Radioactive Radiation. No activities shall be permitted which emit
     dangerous radioactivity at any point, or electrical disturbances adversely affecting the



                                               7
       operation at any point of any equipment other than that of the creator of such
       disturbances.

H.     Air Pollution. All uses shall comply with regulations of the San Francisco Bay Area Air
       Pollution Control District.

       1. Smoke. For the purpose of determining the density or equivalent opacity of smoke,
          the Ringlemann Chart as published by the U.S. Bureau of Mines in Circular No. 7718
          (August, 1995) shall be employed. The emission of smoke from any chimney, stack,
          vent, opening, or combustion process shall not exceed Ringlemann No. 1.

       2. Odors. No emission shall be permitted of odorous gases or other odorous matter in
          such quantities as to be readily detectable at the property line of the subject use.

       3. Toxic and Noxious Matter. No use shall be permitted which creates any emission
          which endangers human health, can cause damage to animals, vegetation or other
          property or which can cause soiling at any point beyond the boundaries of the site.
          (Ord. 703 § 2 (Exh. B (part)), 2002)

17.474.006 Design and site development review for Sub Area A

The design and site development of all new structures shall comply with Chapter 17.820 of this
code. (Ord. 703 § 2 (Exh. B (part)), 2002)

17.474.007 Permitted uses for Sub Area B
The following uses are permitted within this sub area of the PD-24 (planned development
twenty-four) zone:

A.     The following uses shall be permitted within Sub Area B:

       1. General office uses;

       2. Business and professional offices, such as software developers, architects,
          attorney’s, accountants and office or similar uses;

       3. Research and development space that includes office and support areas only with no
          warehousing;

       4. Similar uses subject to the approval of the community development director. (Ord.
          796 § 1 (part), 2005)

17.474.008 Conditionally permitted uses for Sub Area B

The following uses are permitted upon obtaining a conditional use permit pursuant to Chapter
17.830 of this code within this sub area of the PD-24 (planned development twenty-four) zone:

A.     The following uses shall be conditionally permitted within Sub Area B:

       1. Public and quasi-public uses appropriate to and compatible with the permitted uses;

       2. Medical and dental office uses;


                                               8
       3. Similar uses subject to the approval of the community development director. (Ord.
          796 § 1 (part), 2005)

17.474.009 Development standards for Sub Area B

A.     All nonresidential permitted and conditionally permitted uses developed within Sub Area
       B shall conform to the development standards set forth as follows:

       1. Minimum lot area: 20,000 square feet;

       2. Minimum lot width: 100 feet, street frontage not required with access easement;

       3. Minimum street frontage yard: 10 feet;

       4. Minimum nonstreet frontage yard: 0 feet;

       5. Maximum building height: one story not to exceed 30 feet.

B.     Other Regulations.

       1. Illumination of Parking Facilities and Structures. All facilities shall provide adequate
          lighting or illumination of parking facilities and structures pursuant to Chapter 17.620
          of this code;

       2. Parking Lot Design and Development Standards. All facilities shall comply with the
          design and development standards of Chapter 17.620 of this code;

       3. Open Storage or Display. Open storage and/or outdoor display of merchandise are
          prohibited;

       4. Landscaping and Screening. Landscaping and screening shall be provided in
          accordance with Chapter 17.630 of this code;

       5. Advertising Signs. All signs shall be subject to the city of Brentwood sign ordinance;

       6. Security Measures. All facilities shall provide security measures in accordance with
          city standards and subject to design review;

       7. Energy Conservation. All facilities shall, to the greatest extent possible, incorporate
          energy conservation measures in conformance with city standards and subject to
          design review. (Ord. 796 § 1 (part), 2005)

17.474.010 Performance standards for Sub Area B
All permitted and conditionally permitted uses shall conform to the performance standards set
forth in this section:

A.     Noise.

       1. All uses shall comply with Chapter 9.32 of this code.



                                                9
B.   Heat, Glare and Humidity.

     1. Any operation producing intense heat shall be performed within a completely
        enclosed building in such a manner so as not to create a public nuisance or hazard
        along lot lines.

     2. Any operation of activity producing glare shall be performed within a completely
        enclosed building and be conducted so that direct and indirect illumination from the
        source of light on the lot shall not cause illumination in excess of one foot candle
        when measured at the lot line. Exposed sources of light shall be shielded and
        flickering or intense sources of light shall be controlled so as not to cause nuisance
        across lot lines.

     3. Any use producing humidity in the form of steam or moist air, or producing heat, shall
        be carried on in such a manner that steam, humidity or heat is not perceptible at any
        lot line.

C.   Vibration. Any industrial operation or activity that shall cause at any point along the
     property line of the subject use, earth-borne vibrations that are discernable without the
     use of instruments is prohibited.

D.   Fire, Safety and Explosion. All uses shall provide adequate safety devices against fire,
     explosion and other hazards and adequate fire fighting and fire suppression equipment
     in compliance with applicable fire prevention and building codes.

E.   Soundproofing. Offices, retail activities and other acoustically sensitive activities shall be
     designed so that interior noise levels due to exterior noise sources do not exceed the
     peak hour Leq of 55 dBA.

F.   Solid and Liquid Waste.

     1. No discharge at any point into public sewer, system or bay into the ground shall be
        permitted, except in accord with standards approved by the state department of
        health, or standards specified in applicable local ordinances for similar uses of any
        materials of such nature or temperature as can contaminate any water supply,
        interfere with bacterial processes in sewage treatment, or otherwise cause the
        emission of dangerous or offensive elements.

     2. No materials or wastes shall be deposited on any property in such form or manner
        that natural causes or forces may transfer them off the property.

     3. Any wastes which might be attractive to rodents or insects shall be stored outdoors
        only in closed containers.

G.   Electrical and Radioactive Radiation. No activities shall be permitted which emit
     dangerous radioactivity at any point, or electrical disturbances adversely affecting the
     operation at any point of any equipment other than that of the creator of such
     disturbances.

H.   Air Pollution. All uses shall comply with regulations of the San Francisco bay area air
     pollution control district.


                                              10
       1. Smoke. For the purpose of determining the density or equivalent opacity of smoke,
          the Ringlemann Chart as published by the U.S. Bureau of Mines in Circular No. 7718
          (August, 1995) shall be employed. The emission of smoke from any chimney, stack,
          vent, opening, or combustion process shall not exceed Ringlemann No. 1.

       2. Odors. No emission shall be permitted of odorous gases or other odorous matter in
          such quantities as to be readily detectable at the property line of the subject use.

       3. Toxic and Noxious Matter. No use shall be permitted which creates any emission
          which endangers human health, can cause damage to animals, vegetation or other
          property or which can cause soiling at any point beyond the boundaries of the site.
          (Ord. 796 § 1 (part), 2005)

17.474.011 Design and site development review for Sub Area B

The design and site development of all new structures shall comply with Chapter 17.820 of this
code. (Ord. 796 § 1 (part), 2005)

17.474.012 Permitted uses for Sub Area C
The following uses are permitted within Sub Area C of the PD-24 (planned development twenty-
four) zone:

A.     One single-family dwelling unit per parcel;

B.     Rooming and boarding subject to Section 17.650.003 of this title;

C.     Accessory facilities or buildings related to the primary use subject to Chapter 17.660 of
       this title;

D.     Temporary uses related to the primary use and subject to obtaining a temporary use
       permit pursuant to Chapter 17.850 of this title;

E.     Home occupations subject to obtaining a home occupation permit pursuant to Chapter
       17.840 of this title;

F.     Small family residential care facilities;

G.     The keeping of domestic animals or pets subject to Chapter 17.670 of this title;

H.     Secondary housing units subject to section 17.100.005 of this title. (Ord. 796 § 1 (part),
       2005)

17.474.013 Conditionally permitted uses for Sub Area C
The following uses are permitted upon obtaining a conditional use permit pursuant to Chapter
17.830 of this code within this subarea of the PD-24 (planned development twenty-four) zone:

A.     The following uses shall be conditionally permitted within Sub Area C:

       1. Large residential care facilities and day care centers.


                                                   11
17.474.014 Development standards for Sub Area C

A.     Unit Density. Unit density shall not be greater than 5.0 dwelling units per acre;

B.     Lot Area. Minimum 6,650 square feet;

C.     Lot Width. Minimum 50 feet for interior lots and 55 feet for corner lots. Minimum of 35
       feet at the street for cul-de-sac lots;

D.     Lot Depth. Minimum 94 feet;

E.     Height. No main building shall exceed the height of two stories or 30 feet;

F.     Rear Yard. Minimum 15 feet;

G.     Front Yard. Minimum 12 feet for house and 20 feet to garage door;

H.     Side Yard. Minimum 5 feet, sum of both yards 12 feet. Corner lots shall have a minimum
       10 feet on street side;

I.     Garage. Maximum 45 percent of the lot width;

J.     Parking. Two covered spaces in garage;

K.     Coverage. Not more than 40 percent lot coverage.

(Ord. 639 Exh. B (part), 2000: Ord. 530, 1993; Ord. 506 Exh. D (part), 1993 (Ord. 796 § 1 (part),
2005)

17.474.015 Other regulations for Sub Area C

A.     Design and site development review shall be required for all housing units pursuant to
       Chapter 17.100;

B.     The parking and storage of boats, trailers, and similar vehicles and equipment shall be
       subject to the provisions of Chapter 17.620;

C.     Accessory buildings and structures shall be permitted pursuant to the provisions of
       Chapter 17.620;

D.     Architectural features may project into any required yard pursuant to the provisions of
       Chapter 17.660.




                                                12
17.474.016 PD-24 Sub Area Map




                                13
                                    EXHIBIT “B” TO
                           CITY COUNCIL ORDINANCE NO. 826
                             REVISIONS TO THE PD-13 ZONE


Chapter 17.463
PD-13 (PLANNED DEVELOPMENT THIRTEEN) ZONE

17.463.001 Authority, purpose and intent.
17.463.002 General requirements.
17.463.003 Permitted uses.
17.463.004 Conditionally permitted uses.
17.463.005 Development standards.
17.463.006 PD-13 Area Map.

17.463.001 Authority, purpose and intent.
The authority, purpose and intent for the adoption of the PD-13 (planned development thirteen)
zone are as follows:

A.     Authority. PD-13 zone is adopted pursuant to the authority set forth in Chapter 17.450,
       Planned Development Zones, General Regulations of this code.

B.     Purpose and Intent. The purpose of the PD-13 zone is to permit and regulate the orderly
       development of the Balfour South and Gerry and Fahmy properties. Opportunities
       include providing a landscape/open space buffer along Sellers Avenue to Mount Diablo,
       providing a pedestrian oriented environment within the proximity of the downtown area,
       and providing a distinctive edge for the city. Constraints include the need to provide
       major infrastructure improvements such as drainage and sewer and ensuring that the
       residential development is compatible with the industrial park to the west and the
       agricultural uses to the east and south. (Ord. 639 Exh. B (part), 2000: Ord. 506 Exh. D
       (part), 1993)

17.463.002 General requirements.
The following general standards apply to PD-13:

A.     Subareas. PD-13 has been divided into separate areas based on land use. These
       include residential, parks, detention basin/open space, and street rights-of-way. The
       areas are indicated in the chart below. Street rights-of-way only includes Guthrie Lane,
       Balfour Road and Sellers Avenue. Local streets would be included in the residential
       acreage.

                                              Max.
         Land Use             Acres          Density       Max. Units
       Gerry property          20.4         6.0 du/ac        122.40
       Balfour South
         property              4.85         6.0 du/ac        29.10
           Parks*              1.50
      Detention/open           2.90



                                              14
            space
      Road right-of-way          3.80
            Totals               33.45                            151.00

     * The acreage for the park is indicated as a minimum acreage. The exact size, dimensions
     and location will be determined through the use permit process.

B.      Master Plan. Through the use permit process, a master land use plan shall be approved
        by the planning commission prior to submittal for a tentative map or design review. The
        master plan shall include, but not be limited to, identifying the various land uses, the
        location and approximate dimensions of the park areas, the dimension and design of the
        open space areas, and the lot sizes. Staff and the planning commission may ask for
        additional information that will help in determining the approximate development of the
        property.

C.      Density. The maximum unit count and overall density of six units per acre may not be
        exceeded for each property within the planned development. The density of any one
        product may go up to ten units per acre, provided that the average density for the
        property is not exceeded. The maximum unit for the entire planned development shall
        not exceed 151 units. There shall be no transfer of density between properties.

D.      Unit Count. Through approval of a master plan, tentative map or other discretionary
        action, the city may approve residential projects at less than the maximum allowable
        density due to such reasons as:

        1. Avoid or reduce significant environmental effects as identified in an environmental
           impact report;

        2. Achieve compliance with objectives and policies of the general plan;

        3. Certain characteristics of a property such as topography, utility easements, shape or
           other items which restrict the amount of development;

        4. Aesthetic or site planning considerations which will improve the quality of the
           development or increase its compatibility with adjacent land uses; or

        5. Compliance with the development regulations, or standards.

E.      C. C. and R.’s. C. C. and R.’s shall be provided for all properties located within planned
        development thirteen. C. C. and R.’s are subject to city review and approval.

F.      Utilities. All utilities shall be built per the requirements in effect at time of tentative map
        submittal. These improvements are subject to the requirements of the city engineer.

G.      Other Requirements. All requirements not specifically regulated in this ordinance will be
        regulated by the city of Brentwood Municipal Code.

H.      Design and Site Plan Review. The design of the homes and improvements shall have
        the following characteristics:



                                                  15
       1. The park or parks shall be located to serve as a focal point for the residents living in
          the area.

       2. The developments shall be designed to accommodate and encourage pedestrian
          circulation throughout the area, to the park, to the open space buffer and to the
          existing business park.

       3. The streets shall be designed to mimic the old-town concept and include formal
          street trees placed twenty-five feet on center and old-style street lights. The sidewalk
          shall be detached by five feet to allow for the placement of the trees.

       4. The residential units shall include elements which copy old-style architectural
          features. Examples include large front porches, rear set garages, steep pitched roofs
          and courtyards.

       5. Consideration shall be given to providing an adequate transition between the
          residential uses and the business park to the west. This transition may include
          landscape screening, larger landscape setbacks, mounding, masonry walls or
          similar. The exact type of transition will depend on the type of product and be
          determined through the tentative map process.

I.     Streets and Traffic. A limited traffic study shall be submitted concurrently with each
       tentative subdivision map. The study shall identify specific roadway improvements
       needed to accommodate the traffic expected by that subdivision. These on or off-site
       improvements shall be a condition of approval of the subdivision.

       Fairview Parkway shall be developed as a two-lane collector, unless a traffic study (as
       required by subsection I of this section) indicates that a wider street is necessary.
       (Ord. 639 Exh. B (part), 2000: Ord. 506 Exh. D (part), 1993).

17.463.003 Permitted uses.
The following residential uses may be allowed, provided that a master land use plan has already
been approved for the property:

A.     Medium Lot Single-Family Residential (Medium Lot). The medium lot single-family
       residential category allows primarily single-family detached homes. The following
       standards apply to this category:

       1. Medium Lot Permitted Uses:

          a. One single-family dwelling per parcel;

          b. Rooming and boarding subject to Section 17.650.003 of this title;


          c. Accessory facilities or buildings related to the primary use subject to Chapter
             17.660 of this title;




                                               16
          d. Temporary uses related to the primary use and subject to obtaining a temporary
             use permit pursuant to Chapter 17.850 of this title;

          e. Home occupations subject to obtaining a home occupation permit pursuant to
             Chapter 17.840 of this title;

          f. Small family residential care facilities;
          g. The keeping of domestic animals or pets subject to Chapter 17.670 of this title;

          h. Signs subject to Chapter 17.640 of this title;

          i.   Secondary housing units subject to Section 17.100.005 of this title.

17.463.004 Conditionally permitted uses.

      1. Medium Lot Conditionally Permitted Uses.

          a. Public facilities including parks, playgrounds, public schools and other public
             buildings;

          b. Churches, religious institutions and private schools;

          c. Community buildings, clubs and activities of quasi-public, social, fraternal or
             recreational character such as golf, tennis and swimming clubs intended to
             primarily serve the immediate neighborhood or residential project;

          d. Large residential care facilities and day care centers.

17.463.005 Development Standards.

      1. Medium Lot Site Development Standards.

          a. Unit Density. Unit density shall not be greater than 5.0 dwelling units per acre;

          b. Lot Area. Minimum 6,650 square feet;

          c. Lot Width. Minimum 50 feet for interior lots and 55 feet for corner lots. Minimum
             of 35 feet at the street for cul-de-sac lots;

          d. Lot Depth. Minimum 94 feet;

          e. Height. No main building shall exceed the height of 2 stories and 30 feet;

          f.   Rear Yard. Minimum 15 feet;

          g. Front Yard. Minimum 12 feet for house and 20 feet to garage door;

          h. Side Yard. Minimum 5 feet, sum of both yards 12 feet. Corner lots shall have
             minimum 10 feet on street side;

          i.   Garage. Maximum 45 percent of the lot width;


                                               17
           j.   Parking. Minimum one space per lot on street plus two covered spaces in
                garage;

           k. Coverage. Not more than forty percent lot coverage.

(Ord. 639 Exh. B (part), 2000: Ord. 530, 1993; Ord. 506 Exh. D (part), 1993)




                                               18
17.463.006 PD-13 Area Map




                            19
            EXHIBIT C
TO CITY COUNCIL ORDINANCE NO. 826




               20
            EXHIBIT D
TO CITY COUNCIL ORDINANCE NO. 826




               21
                          CITY COUNCIL AGENDA ITEM NO. 15

MEETING DATE:        May 9, 2006

SUBJECT/TITLE:       Consideration of Resolutions to initiate proceedings for the formation of
                     CIFP 2006-1 and Assessment District No. 2006-1 and setting a date of July
                     11, 2006, for the Assessment District Formation Public Hearing.

PREPARED BY:         Engineering: Debra Galey

SUBMITTED BY:        Engineering: Bailey Grewal


RECOMMENDATION
Adopt a Resolution Appointing an Underwriter, Bond Counsel and Engineer of Work and
Approving Deposit and Reimbursement Agreements for CIFP 2006-1 and Assessment District
No. 2006-1.

Adopt a Resolution Declaring Official Intent to Reimburse Certain Expenditures from Proceeds
of Indebtedness.

Adopt a Resolution of Intention to Order Improvements in Assessment District No. 2006-1 and
Approving the Proposed Boundary Map.

Adopt a Resolution Preliminarily Approving the Engineer’s Report and Setting a Date of July 11,
2006 at 7:00 p.m. for Public Hearing of Protest and Providing for Property Owner Assessment
Ballots for Assessment District No. 2006-1.

PREVIOUS ACTION
The City Council has approved various actions for formations of previous year’s CIFP’s and
Assessment Districts.

On February 14, 2006 the City held the Developer/Property Owners’ meeting to discuss the
CIFP/AD No. 2006-1.

BACKGROUND
The Capital Improvement Financing Plan (CIFP) is a financing mechanism that is used to fund
infrastructure improvements necessary to support the development of the City. All new
development in the City are required to participate in the CIFP per their conditions of approval.
Residential and commercial developers satisfy this condition to participate by either prepaying
their facility fees prior to recordation of the final map, or participating in the assessment district
to finance these fees. The assessment district will sell bonds against property to be developed
in the future, to provide revenue for the construction of needed infrastructure with the City acting
as the custodian to disperse funds after the improvements are completed.

The City of Brentwood has a long history of utilizing Assessment District (AD) financing to assist
in the funding of master-planned infrastructure. The following developers and landowners have
requested the preparation of Capital Improvement Financing Plan 2006-1 and the formation of
Assessment District 2006-1 to assist in funding the facilities included in the CIFP report. All
properties are also shown on the attached Proposed Boundary Map.
The developers and owners included in this CIFP and AD include:
1. Standard Pacific Homes, Subdivision No. 8548
2. Suncrest Homes, Subdivision No. 8954
3. Passport Homes, Subdivision No. 9050
4. West Coast Homes Builders, Subdivision No. 8506
5. Baca Properties, Subdivision No. 8982
6. Pulte Homes, Subdivision No. 8311
7. Lone Tree Brentwood, LLC, DR No. 05-29

For a second year, the Assessment District financing option has been extended to existing
property owners in addition to the Development Community. One existing property owner has
chosen to participate to finance their share of O’Hara Avenue frontage improvements per their
minor subdivision conditions of approval, and three existing residents in the Lone Oak
neighborhood and Fairview Avenue, are also participating to finance their water and sewer
facility fees as development brings City utilities to their neighborhood.

Facility Fees and potential Fee Credits have been incorporated into the CIFP and Engineer’s
Report so the City and the developers have a full understanding of all associated financial
implications of this district.

The resolutions submitted for approval with this report are the initial actions required by the
Municipal Improvement Act of 1913 and the Improvement Bond Act of 1915 (Divisions 12 and
10 of the Streets and Highways Code) to start the process of formation of CIFP 2006-1 and
Assessment District No. 2006-1. This CIFP includes 1,080 single-family residential lots and 9.6
commercial acres.

This CIFP will provide approximately $25,500,000 for the construction of capital improvements.
This is done through the prepayment of City and East Contra Costa Regional Fee and
Financing Authority facility fees to fund City and regional transportation CIP projects, and
financing for the following developer constructed infrastructure projects:

Garin Parkway to complete the connection south of Sunset Road to Sycamore Avenue
Sand Creek Road west of Highway 4 ByPass
Lone Tree Way east of O’Hara Avenue
Adams Lane to complete the connection from Grant Street north to Lone Tree Way
O’Hara Avenue north of Lone Tree Way

FISCAL IMPACT
There will not be any fiscal impacts to the City associated with this district formation. The
participating developers have each provided $5,000 deposits to cover costs incurred during the
formation of the CIFP. All future administrative costs to the City will be covered by the
Assessment District once it is formed.

Attachments:
Resolutions (4)
Proposed Boundary Map
Form of Deposit and Reimbursement Agreement
Form of Notice of Public Hearing
Form of Property Owner Ballot
Preliminary Engineer's Report
                                      RESOLUTION NO.


       RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPOINTING AN UNDERWRITER, BOND COUNSEL, AND ENGINEER OF WORK,
       AND APPROVING DEPOSIT AND REIMBURSEMENT AGREEMENTS FOR CIFP
       2006-1 AND ASSESSMENT DISTRICT NO. 2006-1.


      WHEREAS, the City of Brentwood (the “City”) has determined to commence
proceedings for its Capital Improvement Financing Plan 2006-1 (“CIFP 2006-1”); and

        WHEREAS, the City Council has determined to undertake certain proceedings toward
the establishment of an assessment district pursuant to the Municipal Improvement Act of 1913
(Division 12 of the California Streets and Highways Code) to be named “Assessment District
No. 2006-1, City of Brentwood, County of Contra Costa, State of California” (hereinafter, the
“Assessment District”) for the purposes of acquiring and/or constructing certain public
improvements in said Assessment District and to issue bonds secured by the unpaid
assessments to be levied in the Assessment District pursuant to the Improvement Bond Act of
1915 (Division 10 of the California Streets and Highways Code); and

       WHEREAS, the Deposit and Reimbursement Agreements between the City and the
developers (hereinafter the “Developers,” as defined in the Deposit and Reimbursement
Agreements), dated as of March 17, 2006, are on file with the City Clerk and presented to this
meeting; and

       WHEREAS, the City now desires to appoint the members of the financing team to
enable the City to pursue said proceedings and financing.

     NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BRENTWOOD HEREBY
RESOLVES, as follows:

       Section 1. The foregoing recitals are true and correct, and this City Council so finds and
determines.

       Section 2. The City hereby determines to undertake proceedings for CIFP 2006-1 and
hereby directs the City Engineer to prepare and present to this Council a CIFP 2006-1 report.

       Section 3. The City hereby determines to undertake proceedings pursuant to the
Municipal Improvement Act of 1913 for the acquisition and/or construction of public
improvements in the Assessment District and hereby directs the City Manager, City Treasurer,
Director of Finance and Information Systems, City Engineer, City Attorney, and all other officers
and employees of the City to prepare or cause to be prepared proceedings to accomplish same
and to submit same to the City for consideration at the earliest practical opportunity.

        Section 4. The firm of RBC Capital Markets is hereby appointed Underwriter for said
financing in accordance with an existing agreement between the City and RBC Capital Markets,
a copy of which is on file with the City Clerk.
        Section 5. The firm of Orrick, Herrington & Sutcliffe LLP is hereby appointed Bond
Counsel for said financing in accordance with that certain agreement on file with the City Clerk
and presented to this meeting (the “Legal Agreement”). The legal agreement is approved and
the City Manager is authorized and directed to execute same.

       Section 6. The City Engineer of the City is hereby appointed Engineer of Work for the
Assessment District and is hereby authorized and directed to do and perform all assessment
engineering work necessary in and for said Assessment District proceedings, including the
preparation of a map of the Assessment District and the descriptions of the public improvements
to be acquired and/or constructed, together with estimates of costs thereof, an assessment
diagram, an assessment roll, and the method of spread of the assessments, all as required and
described in Section 10204 of the California Streets and Highways Code, as supplemented by
Section 4 of Article XIID of the California Constitution.

       Section 7. The Deposit and Reimbursement Agreements, dated as of March 17, 2006,
by and between the City and the respective Developers within the proposed CIFP 2006-1 and
Assessment District No. 2006-1, are hereby approved. The City Manager is hereby authorized
and directed to execute and deliver the Deposit and Reimbursement Agreements.

       Section 8. This resolution shall take effect immediately upon its passage.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
                                              [Form of Agreement]


               CITY OF BRENTWOOD
(CIFP 2006-1 AND ASSESSMENT DISTRICT NO. 2006-1)



   DEPOSIT AND REIMBURSEMENT AGREEMENT



                 By and Between


              CITY OF BRENTWOOD


                       and


             [NAME OF DEVELOPER]




            Dated as of March 17, 2006
                                                                             [Form of Agreement]


                       DEPOSIT AND REIMBURSEMENT AGREEMENT

                                     City of Brentwood
                      (CIFP 2006-1 and Assessment District No. 2006-1)



                                             Recitals



       A. The parties to this agreement are the CITY OF BRENTWOOD, a California general
law city (the “City”), and                   [NAME OF DEVELOPER]                   (the
“Developer”).

       B. The effective date of this agreement shall be March 1, 2006.

       C. The Developer has requested the City to prepare a capital improvement financing
plan (“CIFP 2006-1”) for public improvements related to the development of the Developer’s
property and other property located in the City and owned by other developers.

        D. The Developer has requested the City to implement special assessment proceedings
for the purposes of establishing an assessment district to finance certain public improvements in
CIFP 2006-1, said proceedings to be taken pursuant to the Municipal Improvement Act of 1913
(Sections 10000 and following, California Streets and Highways Code), and to issue and sell
limited obligation improvement bonds of the City upon the security of the unpaid special
assessments levied and recorded against certain real property which the Developer has
acquired or is in the process of acquiring and developing in accordance with CIFP 2006-1.

         E. In the event the City is able to accomplish sale and delivery of the limited obligation
improvement bonds, pursuant to the Improvement Bond Act of 1915 (Sections 8500 and
following, Streets and Highways Code) (hereafter the “1915 Act Bonds”), the City intends to
utilize the proceeds of sale thereof pursuant to the terms and conditions of this agreement to
(1) reimburse the Developer for the deposit required by this agreement and (2) acquire the
completed public improvements from the Developer, all in accordance with and subject to the
terms and conditions of this agreement.

       F. In consideration for the mutual undertakings of the parties stated herein, the parties
agree as follows.

                                           Agreement

      Section 1. The foregoing recitals are true and correct, and the parties expressly so
acknowledge.

       Section 2. Forthwith upon approval of this agreement by the City Council of the City and
execution hereof by the authorized representatives of the parties, the Developer will deposit with
the City $5,000 into a special fund to be established and maintained by the City and to be
known as the “Assessment District No. 2006-1 Improvement Fund.” The City is authorized to
disburse amounts from said fund, from time to time, to pay preliminary and incidental costs and
expenses incurred by the City in connection with the City’s proceedings to implement the
proposed CIFP 2006-1 and Assessment District No. 2006-1 as requested by the Developer.
Without limiting the generality of the foregoing, the City may disburse amounts from said fund to
other appropriate funds or accounts of the City to reimburse the City for the reasonable cost of
staff time devoted to said proceedings, as well as to pay third party invoices from consultants
retained by the City to assist the City in the implementation of the proposed CIFP 2006-1 and
Assessment District No. 2006-1.

        In the event that the balance in said fund is drawn down to an amount of less than
$1,000, the City may notify the Developer of such fact, and the Developer shall forthwith provide
the City with an additional deposit of $1,000 to assure the continued availability of funds for the
payment of such preliminary expenses.

       Section 3. Upon receipt of a written engineer’s report prepared in accordance with and
containing the matters required by Section 10204 of the Streets and Highways Code, the City
agrees to proceed with all due diligence in conducting and completing the legal proceedings
pursuant to the Municipal Improvement Act of 1913, leading to recording of the special
assessments levied upon the various parcels of land of the Developer as foreclosable liens
upon such parcels. The City Engineer, as the Engineer of Work for said legal proceedings, shall
be instructed to include in the incidental expenses listed in the cost estimate in the written
engineer’s report an amount estimated to be sufficient to reimburse the Developer for the full
amount of the deposits made and to be made by the Developer pursuant to this agreement.

       Section 4. The City shall proceed with all due diligence to accomplish issuance and sale
of the 1915 Act Bonds upon the security of the recorded assessments to accomplish the
authorized purposes of Assessment District No. 2006-1, including but not limited to
reimbursement to the Developer for its deposit or deposits pursuant to this agreement and to
acquire the completed work and improvements from the Developer upon completion; it being
expressly understood that the City has no obligation to proceed with such acquisition until the
subject work and improvements have been fully completed to the satisfaction of the City, as
determined by the City Engineer of the City or his designee, in the sole discretion of such
person, such discretion not to be exercised arbitrarily or unreasonably.

        Section 5. The City agrees to use its best efforts to accomplish a public offering and sale
of the proposed 1915 Act Bonds, it being understood that the City intends to accomplish such
offering and sale through a negotiated sale to RBC Capital Markets, San Francisco, California.
To enable the City and RBC Capital Markets to prepare an Official Statement to be utilized in
connection with RBC Capital Markets’s public offering of the proposed 1915 Act Bonds, the
Developer agrees to provide such financial information, development program information, title
reports, appraisal reports, and such other information as RBC Capital Markets may consider
material in connection with preparing the Official Statement and determining feasibility and
structure of the proposed 1915 Act Bond issue. Such reports and information shall be provided
to the City and to RBC Capital Markets at no cost to either, and the actual cost and expense of
the Developer shall be eligible for reimbursement from bond sale proceeds, provided that
sufficient allowance has been made in the cost estimate and bond sale for that purpose.

        Section 6. Prior to the issuance or sale of the bonds, the City and the Developer shall
enter into an acquisition agreement setting forth, among other things, the terms upon which the
City will acquire said improvements.

        IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their authorized representatives as of the effective date stated above.
CITY OF BRENTWOOD



By
          City Manager


     [NAME OF DEVELOPER]



By


           Print Name
                                    CLERK’S CERTIFICATE

        I, Margaret Wimberly, City Clerk of the City of Brentwood, do hereby certify as follows:

        The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the City Council of said City duly and regularly held at the regular meeting
place thereof on the 9th day of May, 2006, of which meeting all of the members of said City
Council had due notice and at which a majority thereof were present; and that at said meeting
said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

        An agenda of said meeting was posted at least 72 hours before said meeting at City
Hall, 708 Third Street, Brentwood, California 94513, a location freely accessible to members of
the public, and a brief description of said resolution appeared on said agenda.

        I have carefully compared the foregoing with the original minutes of said meeting on file
and of record in my office, and the foregoing is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.

       Said resolution has not been amended, modified or rescinded since the date of its
adoption and the same is now in full force and effect.

        Dated: _______________, 2006


                                             ________________________________________
                                             Margaret Wimberly,
                                             City Clerk, City of Brentwood
                                       RESOLUTION NO.

       RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD DECLARING
       OFFICIAL INTENT TO REIMBURSE CERTAIN EXPENDITURES FROM PROCEEDS
       OF INDEBTEDNESS.

        WHEREAS, the City of Brentwood (the "City") intends to acquire and/or construct certain
public improvements (the “Project”) in its Assessment District No. 2006-1 as described in Exhibit
A attached hereto; and

      WHEREAS, the City expects to pay certain expenditures (the "Reimbursement
Expenditures") in connection with the Project prior to the issuance of indebtedness for the
purpose of financing costs associated with the Project on a long-term basis; and

        WHEREAS, the City reasonably expects that debt obligations in an amount not expected
to exceed $26,000,000 will be issued and that certain of the proceeds of such debt obligations
will be used to reimburse the Reimbursement Expenditures.

     NOW, THEREFORE, THE CITY COUNCIL HEREBY FINDS, DETERMINES AND
RESOLVES as follows:

       Section 1. The foregoing recitals are true and correct, and this City Council so finds and
determines.

        Section 2. This declaration is made solely for purposes of establishing compliance with
the requirements of Section 1.150-2 of the United States Treasury Regulations. This
declaration does not bind the City to make any expenditure, incur any indebtedness, or proceed
with the Project.

       Section 3. The City hereby declares its official intent to use proceeds of indebtedness to
reimburse itself for Reimbursement Expenditures.

       Section 4. This resolution shall take effect from and after its adoption.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held the 9th day of May 2006 by the following vote:
                      EXHIBIT A

            ASSESSMENT DISTRICT NO. 2006-1
CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

             Description of Improvements
                                       EXHIBIT A
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                      DESCRIPTION OF IMPROVEMENTS

The City Council intends to order the acquisition of the following improvements under the authority
of the Municipal Improvement Act of 1913. The following numbered items correspond to the AD/CIFP Table
found in this report.

1A. Sand Creek Road Off-site (West of TSM 8548, East of Brentwood Boulevard/Highway 4)

      The TSM 8548 Off-site Sand Creek Road improvement includes the construction of approximately
      1,600 LF of Sand Creek Road from Brentwood Boulevard/Highway 4 to the westerly boundary of
      TSM 8548. Improvements include:

     * Approximately 1,600 LF of roadway construction, landscaping, drainage and water facilities.

1B. Sand Creek Road In-Tract (From Westerly Boundary of TSM 8548 to the Easterly Boundary)

      The TSM 8548 In-Tract Sand Creek Road improvement includes the full width roadway improvements
      within the boundary of TSM 8548. Improvements include:

      Approximately 1,800 LF of roadway construction, landscaping, drainage, water and sewer
      facilities.

1C. Sand Creek Road (West of Hwy 4 Bypass to Westerly Boundary of TSM 8506)

      The TSM 8506 Sand Creek Road improvement includes the full width roadway improvements
      along the frontage of TSM 8506 from the westerly boundary of TSM 8506 to the Highway 4 Bypass.
      Improvements include:

     * Approximately 2,400 LF of roadway construction, landscaping, drainage and sewer facilities,
       intersection signal construction at Sand Creek Road and San Jose Avenue and a signal modification
       at Sand Creek Road and Highway 4 Bypass and related improvements.

2.    Garin Parkway (From Sunset Road to Jennifer Street Within TSM 8548)

      The TSM 8548 Garin Parkway improvement includes the full width roadway improvements
      from Sunset Road to Jennifer Street within the boundary of TSM 8548.
      Improvements include:

     * Approximately 5,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities, and intersection signal construction at Sand Creek Road.




 2006 Preliminary Engineer's Report 09may06.xls                                                            3
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


3.    Sunset Road

      The TSM 8548 Sunset Road improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8548. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Garin Parkway.

4A. Lone Tree Way

      The TSM 8954 Lone Tree Way improvement includes the rehabilitation and widening of the existing
      roadway along the frontage of TSM 8954. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Adams Lane.

4B. Lone Tree Way

      This item represents the commercial developers financial responsibility for frontage improvements and its
      contribution to the City's Lone Tree Way widening project.

5.    Adams Lane (From Lone Tree Way South to Grant Street)

      The TSM 8954 Adams Lane improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8954. Improvements include:

     * Approximately 2,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities including crossing of the County flood control channel and EBMUD aqueduct.

6.    San Jose Avenue (From Sand Creek Road southerly to St. Regis Dr.)

      The TSM 8506 San Jose Avenue Improvements includes that portion of San Jose Avenue within the
      boundary of TSM 8506 from Sand Creek Road southerly to the existing terminus of St. Regis Dr.
      Improvements include:

     * Approximately 2,800 LF of roadway construction, drainage, water and sewer facilities, and landscaping.

7.    O'Hara Avenue (Adjacent to MS 359-03)

      The O'Hara Avenue MS 359-03 improvement includes half width collecter and one 12' lane of O'Hara
      Avenue adjacent to the project. Improvement includes roadway construction, drainage, and landscaping.

      This item represents the property owner's financial responsibility for frontage improvements to be
      constructed by others through City reimbursements.




 2006 Preliminary Engineer's Report 09may06.xls                                                             4
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


9.   Subtotal Improvements
     Items 1 through 8

11. Prepaid Roadway Fees:

     Prepayment of City roadway facilities fees to fund capital improvements to the City's Roadway System.
     a) $      946,000 Standard Pacific Homes TSM 8548
     b) $      295,000 Passport Homes TSM 9050
     c) $      961,350 Pulte Homes TSM 8311
     d) $      455,182 Lone Tree Brentwood, LLC, DR 05-29

12. Prepaid Water Facilities Fees:

     Prepayment of City water facilities fees to fund capital improvements to the City's Water System.
     a) $    2,270,400 Standard Pacific Homes TSM 8548
     b) $      960,000 Suncrest Homes TSM 8954
     c) $      354,000 Passport Homes TSM 9050
     d) $      747,000 West Coast Home Builders TSM 8506
     e) $      210,000 Baca Properties TSM 8982
     f) $         6,654 Albright, APN 016-100-020
     g) $         6,654 Hancock, APN 016-030-004
     h) $      153,698 Lone Tree Brentwood, LLC, DR 05-29

13. Prepaid Wastewater Facilities Fees:

     Prepayment of City wastewater facilities fees to fund Capital Improvements to the City's Wastewater
     Treatment System.
     a) $       498,000 West Coast Home Builders TSM 8506
     b) $       113,575 Passport Homes TSM 9050
     c) $       126,875 Baca Properties TSM 8982
     d) $       102,000 Pulte Homes TSM 8311
     e) $         3,973 Albright, APN 016-100-020
     f) $         3,973 Hancock, APN 016-030-004
     g) $         3,973 Clenner, APN 019-060-035
     h) $       112,318 Lone Tree Brentwood, LLC, DR 05-29

14. Prepaid Parks & Trails Fees:

     Prepayment of City parks and trails facilities fees to fund Capital Improvements to the City's Parks &
     Trails System.
     a) $        206,500 Passport Homes TSM 9050
     b) $         70,000 Baca Properties TSM 8982
     c) $        612,000 Pulte Homes TSM 8311




 2006 Preliminary Engineer's Report 09may06.xls                                                               5
                                               EXHIBIT A
                                     DESCRIPTION OF IMPROVEMENTS

15. Prepaid State Route 4 Bypass Fee:

      Prepayment of Infrastructure Fees to fund Capital Improvements in the City.
      a) $    2,365,000 Standard Pacific Homes TSM 8548
      b) $    1,200,000 Suncrest Homes TSM 8954
      c) $      295,000 Passport Homes TSM 9050
      d) $      830,000 West Coast Home Builders TSM 8506
      e) $      343,000 Baca Properties TSM 8982
      f) $      510,000 Pulte Homes TSM 8311
      g) $      135,963 Lone Tree Brentwood, LLC, DR 05-29

16. Subtotal Cost:
    Items 11 through 15.

17. Total Cost
    Items 9 and 16.


Possible Additional Items of Work include:

  -   Sand Creek Road east of TSM 8548 easterly boundary to Sellers Avenue
  -   TSM 8548 detention basin, storm drain line "A", and related drainage facilities
  -   Tilton Lane
  -   Smith Road
  -   Minnesota Avenue
  -   Lone Tree Way, offsite improvements for TSM 9050
  -   Sunset Road




2006 Preliminary Engineer's Report 09may06.xls                                          6
                                    CLERK'S CERTIFICATE

        I, Margaret Wimberly, City Clerk of the City of Brentwood, do hereby certify as follows:

        The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the City Council of said City duly and regularly held at the regular meeting
place thereof on the 9th day of May, 2006, of which meeting all of the members of said City
Council had due notice and at which a majority thereof were present; and that at said meeting
said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

        An agenda of said meeting was posted at least 72 hours before said meeting at City
Hall, 708 Third Street, Brentwood, California 94513, a location freely accessible to members of
the public, and a brief description of said resolution appeared on said agenda.

        I have carefully compared the foregoing with the original minutes of said meeting on file
and of record in my office, and the foregoing is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.

       Said resolution has not been amended, modified or rescinded since the date of its
adoption and the same is now in full force and effect.

        Dated: __________, 2006



                                             __________________________________
                                             Margaret Wimberly,
                                             City Clerk, City of Brentwood
                                       RESOLUTION NO.


       RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD DECLARING
       THE INTENT TO ORDER IMPROVEMENTS IN ASSESSMENT DISTRICT NO. 2006-1
       AND APPROVING THE PROPOSED BOUNDARY MAP.


         WHEREAS, under the authority of the Municipal Improvement Act of 1913 (Sections
10000 and following, California Streets and Highways Code), this Council intends to order the
acquisition and/or construction of the improvements described in Exhibit A, attached hereto and
by this reference incorporated herein, all of which are situated within the proposed Assessment
District No. 2006-1, City of Brentwood, County of Contra Costa, State of California; and

         WHEREAS, this Council finds that the land specially benefited by the improvements is
shown within the boundaries of the map entitled, "Proposed Boundary Map of Assessment
District No. 2006-1, City of Brentwood, County of Contra Costa, State of California”, a copy of
which is on file with the City Clerk. The land within the exterior boundaries shown on the map
shall be designated “Assessment District No. 2006-1, City of Brentwood, County of Contra
Costa, State of California”; and

     NOW, THEREFORE, THE CITY COUNCIL HEREBY FINDS, DETERMINES AND
RESOLVES as follows:

       Section 1. The foregoing recitals are true and correct, and the City Council so finds and
determines.

        Section 2. This City Council approves the map and adopts the boundaries shown on the
map as describing the extent of the territory included in a proposed assessment district to be
known as Assessment District No. 2006-1, City of Brentwood, County of Contra Costa, State of
California.

       Section 3. This City Council finds that the map is in the form and contains the matters
prescribed by Section 3110 of the California Streets and Highways Code.

        Section 4. This City Council directs the City Clerk to certify the adoption of this
resolution on the face of the map, and to file a copy of the map with the County Recorder for
placement in the Book of Maps of Assessment and Community Facilities Districts.

       Section 5. This Council intends to levy a special assessment upon the land within the
described district in accordance with the special benefit to be received by each parcel of land,
respectively, from the improvements.

        Section 6. Where any disparity occurs in level or size between the improvements and
private property, this Council determines that it is in the public interest and more economical to
eliminate the disparity by doing work on the private property instead of adjusting the work on
public property. Accordingly, work may be done on private property for this purpose with the
written consent of the landowner.
       Section 7. This City Council intends to enter into an agreement with any appropriate
public agency or utility company, under the provisions of Section 10109 and following of the
Streets and Highways Code, to the extent that the work and improvements to be undertaken will
include facilities which are to be under the ownership, management and control of such public
agency or utility company.

        Section 8. This City Council intends, pursuant to subparagraph (f) of Section 10204 of
the California Streets and Highways Code, to provide for an annual assessment upon each of
the parcels of land in the proposed assessment district to pay various costs and expenses
incurred from time to time by the City and not otherwise reimbursed to the City which result from
the administration and collection of assessment installments or from the administration or
registration of the improvement bonds and the various funds and accounts pertaining thereto.

        Section 9. Bonds representing unpaid assessments, and bearing interest at a rate not to
exceed twelve percent (12%) per annum, will be issued in the manner provided by the
Improvement Bond Act of 1915 (Division 10, Streets and Highways Code), and the last
installment of the bonds shall mature not to exceed twenty-nine (29) years from the second day
of September next succeeding twelve (12) months from their date.

        Section 10.    The procedure for the collection of assessments and advance retirement
of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11.1, Division
10, of the Streets and Highways Code of the State of California.

        Section 11.      The City will not obligate itself to advance available funds from the City
treasury to cure any deficiency which may occur in the bond redemption fund. A determination
not to obligate itself shall not prevent the City from, in its sole discretion, so advancing funds.

        Section 12.     This City Council intends to comply with the requirements of the Special
Assessment Investigation, Limitation and Majority Protest Act of 1931 by proceeding under Part
7.5 of Division 4 of the California Streets and Highways Code. The Engineer of Work is directed
to include in the written engineer's report all of the information required by Section 2961 of the
California Streets and Highways Code.

       Section 13.      The City Engineer of the City is hereby appointed Engineer of Work for
the Assessment District and is hereby authorized and directed to do and perform all assessment
engineering work necessary in and for said Assessment District proceedings, including the
preparation of a map of the Assessment District and the descriptions of the public improvements
to be acquired and/or constructed, together with estimates of costs thereof, an assessment
diagram, an assessment roll, and the method of spread of the assessments, all as required and
described in Section 10204 of the California Streets and Highways Code, as supplemented by
Section 4 of Article XIID of the California Constitution.

        Section 14.    The amount of any surplus remaining in the improvement fund after
completion of the improvements and payment of all claims shall be distributed in accordance
with the provisions of Section 10427.1 of the Streets and Highways Code.

       Section 15.    This resolution shall take effect immediately upon its passage.
       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
                     EXHIBIT A

            ASSESSMENT DISTRICT NO. 2006-1
CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

             Description of Improvements
                                       EXHIBIT A
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                      DESCRIPTION OF IMPROVEMENTS

The City Council intends to order the acquisition of the following improvements under the authority
of the Municipal Improvement Act of 1913. The following numbered items correspond to the AD/CIFP Table
found in this report.

1A. Sand Creek Road Off-site (West of TSM 8548, East of Brentwood Boulevard/Highway 4)

      The TSM 8548 Off-site Sand Creek Road improvement includes the construction of approximately
      1,600 LF of Sand Creek Road from Brentwood Boulevard/Highway 4 to the westerly boundary of
      TSM 8548. Improvements include:

     * Approximately 1,600 LF of roadway construction, landscaping, drainage and water facilities.

1B. Sand Creek Road In-Tract (From Westerly Boundary of TSM 8548 to the Easterly Boundary)

      The TSM 8548 In-Tract Sand Creek Road improvement includes the full width roadway improvements
      within the boundary of TSM 8548. Improvements include:

      Approximately 1,800 LF of roadway construction, landscaping, drainage, water and sewer
      facilities.

1C. Sand Creek Road (West of Hwy 4 Bypass to Westerly Boundary of TSM 8506)

      The TSM 8506 Sand Creek Road improvement includes the full width roadway improvements
      along the frontage of TSM 8506 from the westerly boundary of TSM 8506 to the Highway 4 Bypass.
      Improvements include:

     * Approximately 2,400 LF of roadway construction, landscaping, drainage and sewer facilities,
       intersection signal construction at Sand Creek Road and San Jose Avenue and a signal modification
       at Sand Creek Road and Highway 4 Bypass and related improvements.

2.    Garin Parkway (From Sunset Road to Jennifer Street Within TSM 8548)

      The TSM 8548 Garin Parkway improvement includes the full width roadway improvements
      from Sunset Road to Jennifer Street within the boundary of TSM 8548.
      Improvements include:

     * Approximately 5,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities, and intersection signal construction at Sand Creek Road.




 2006 Preliminary Engineer's Report 09may06.xls                                                            3
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


3.    Sunset Road

      The TSM 8548 Sunset Road improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8548. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Garin Parkway.

4A. Lone Tree Way

      The TSM 8954 Lone Tree Way improvement includes the rehabilitation and widening of the existing
      roadway along the frontage of TSM 8954. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Adams Lane.

4B. Lone Tree Way

      This item represents the commercial developers financial responsibility for frontage improvements and its
      contribution to the City's Lone Tree Way widening project.

5.    Adams Lane (From Lone Tree Way South to Grant Street)

      The TSM 8954 Adams Lane improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8954. Improvements include:

     * Approximately 2,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities including crossing of the County flood control channel and EBMUD aqueduct.

6.    San Jose Avenue (From Sand Creek Road southerly to St. Regis Dr.)

      The TSM 8506 San Jose Avenue Improvements includes that portion of San Jose Avenue within the
      boundary of TSM 8506 from Sand Creek Road southerly to the existing terminus of St. Regis Dr.
      Improvements include:

     * Approximately 2,800 LF of roadway construction, drainage, water and sewer facilities, and landscaping.

7.    O'Hara Avenue (Adjacent to MS 359-03)

      The O'Hara Avenue MS 359-03 improvement includes half width collecter and one 12' lane of O'Hara
      Avenue adjacent to the project. Improvement includes roadway construction, drainage, and landscaping.

      This item represents the property owner's financial responsibility for frontage improvements to be
      constructed by others through City reimbursements.




 2006 Preliminary Engineer's Report 09may06.xls                                                             4
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


9.   Subtotal Improvements
     Items 1 through 8

11. Prepaid Roadway Fees:

     Prepayment of City roadway facilities fees to fund capital improvements to the City's Roadway System.
     a) $      946,000 Standard Pacific Homes TSM 8548
     b) $      295,000 Passport Homes TSM 9050
     c) $      961,350 Pulte Homes TSM 8311
     d) $      455,182 Lone Tree Brentwood, LLC, DR 05-29

12. Prepaid Water Facilities Fees:

     Prepayment of City water facilities fees to fund capital improvements to the City's Water System.
     a) $    2,270,400 Standard Pacific Homes TSM 8548
     b) $      960,000 Suncrest Homes TSM 8954
     c) $      354,000 Passport Homes TSM 9050
     d) $      747,000 West Coast Home Builders TSM 8506
     e) $      210,000 Baca Properties TSM 8982
     f) $         6,654 Albright, APN 016-100-020
     g) $         6,654 Hancock, APN 016-030-004
     h) $      153,698 Lone Tree Brentwood, LLC, DR 05-29

13. Prepaid Wastewater Facilities Fees:

     Prepayment of City wastewater facilities fees to fund Capital Improvements to the City's Wastewater
     Treatment System.
     a) $       498,000 West Coast Home Builders TSM 8506
     b) $       113,575 Passport Homes TSM 9050
     c) $       126,875 Baca Properties TSM 8982
     d) $       102,000 Pulte Homes TSM 8311
     e) $         3,973 Albright, APN 016-100-020
     f) $         3,973 Hancock, APN 016-030-004
     g) $         3,973 Clenner, APN 019-060-035
     h) $       112,318 Lone Tree Brentwood, LLC, DR 05-29

14. Prepaid Parks & Trails Fees:

     Prepayment of City parks and trails facilities fees to fund Capital Improvements to the City's Parks &
     Trails System.
     a) $        206,500 Passport Homes TSM 9050
     b) $         70,000 Baca Properties TSM 8982
     c) $        612,000 Pulte Homes TSM 8311




 2006 Preliminary Engineer's Report 09may06.xls                                                               5
                                               EXHIBIT A
                                     DESCRIPTION OF IMPROVEMENTS

15. Prepaid State Route 4 Bypass Fee:

      Prepayment of Infrastructure Fees to fund Capital Improvements in the City.
      a) $    2,365,000 Standard Pacific Homes TSM 8548
      b) $    1,200,000 Suncrest Homes TSM 8954
      c) $      295,000 Passport Homes TSM 9050
      d) $      830,000 West Coast Home Builders TSM 8506
      e) $      343,000 Baca Properties TSM 8982
      f) $      510,000 Pulte Homes TSM 8311
      g) $      135,963 Lone Tree Brentwood, LLC, DR 05-29

16. Subtotal Cost:
    Items 11 through 15.

17. Total Cost
    Items 9 and 16.


Possible Additional Items of Work include:

  -   Sand Creek Road east of TSM 8548 easterly boundary to Sellers Avenue
  -   TSM 8548 detention basin, storm drain line "A", and related drainage facilities
  -   Tilton Lane
  -   Smith Road
  -   Minnesota Avenue
  -   Lone Tree Way, offsite improvements for TSM 9050
  -   Sunset Road




2006 Preliminary Engineer's Report 09may06.xls                                          6
                                    CLERK’S CERTIFICATE

        I, Margaret Wimberly, City Clerk of the City of Brentwood, do hereby certify as follows:

        The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the City Council of said City duly and regularly held at the regular meeting
place thereof on the 9th day of May, 2006, of which meeting all of the members of said City
Council had due notice and at which a majority thereof were present; and that at said meeting
said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

        An agenda of said meeting was posted at least 72 hours before said meeting at City
Hall, 708 Third Street, Brentwood, California 94513, a location freely accessible to members of
the public, and a brief description of said resolution appeared on said agenda.

        I have carefully compared the foregoing with the original minutes of said meeting on file
and of record in my office, and the foregoing is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.

       Said resolution has not been amended, modified or rescinded since the date of its
adoption and the same is now in full force and effect.

        Dated: _______________, 2006


                                             __________________________________
                                             Margaret Wimberly,
                                             City Clerk, City of Brentwood
                                       RESOLUTION NO.


       RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       PRELIMINARILY APPROVING ENGINEER’S REPORT, SETTING DATE FOR PUBLIC
       HEARING OF PROTESTS AND PROVIDING FOR PROPERTY OWNER
       ASSESSMENT BALLOTS FOR ASSESSMENT DISTRICT NO. 2006-1.


       WHEREAS, at the direction of this City Council, the City Engineer of the City of
Brentwood, as Engineer of Work for improvement proceedings in Assessment District No.
2006-1, City of Brentwood, County of Contra Costa, State of California, has filed with the City
Clerk the report described in Section 10204 of the Streets and Highways Code (Municipal
Improvement Act of 1913, hereafter in this resolution referred to as “the Act”), and containing
the matters required by Article XIIID of the California Constitution (“Article XIIID”), and it is
appropriate for this Council to preliminarily approve said report and to schedule the public
hearing of protests respecting said report. A brief description of the public improvements as
described in said report is attached hereto as Exhibit A.

     NOW, THEREFORE, THE CITY COUNCIL HEREBY FINDS, DETERMINES AND
RESOLVES as follows:

       Section 1.   The foregoing recital is true and correct, and the City Council so finds and
determines.

       Section 2. This Council preliminarily approves the report without modification, for the
purpose of conducting a public hearing of protests as provided in the Act, Article XIIID, and
Section 53753 of the California Government Code. Said report shall stand as the report for the
purpose of all subsequent proceedings under the Act and Section 53753, except that it may be
confirmed, modified, or corrected as provided in the Act.

       Section 3. This Council hereby sets 7:00 o’clock P.M. or as soon thereafter as the
matter may be heard, on July 11, 2006, in the Council Chambers at 734 Third Street,
Brentwood, California 94513, as the time and place for a public hearing of protests to the
proposed public improvements, the proposed levy of assessments, the amounts of individual
assessments, and related matters as set forth in said report, and any interested person may
appear and object to said public improvements, or to the extent of said assessment district or to
said proposed assessment.

        Section 4. The City Clerk is hereby directed to cause a notice of said public hearing to
be given by mailing notices thereof, together with assessment ballots, in the time, form and
manner provided by Section 53753, and upon the completion of the mailing of said notices and
assessment ballots, the City Clerk is hereby directed to file with the Council an affidavit setting
forth the time and manner of the compliance with the requirements of law for mailing said
notices and assessment ballots.

       Section 5. Balwinder Grewal, City Engineer of the City of Brentwood, 708 Third Street,
Brentwood, California 94513, telephone (925) 516-5420, or his designee, is hereby designated
to answer inquiries regarding the protest proceedings.
      Section 6.   This resolution shall take effect immediately upon its passage.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May 2006 by the following vote:
                     EXHIBIT A
            ASSESSMENT DISTRICT NO. 2006-1
CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA


             Description of Improvements
                                       EXHIBIT A
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                      DESCRIPTION OF IMPROVEMENTS

The City Council intends to order the acquisition of the following improvements under the authority
of the Municipal Improvement Act of 1913. The following numbered items correspond to the AD/CIFP Table
found in this report.

1A. Sand Creek Road Off-site (West of TSM 8548, East of Brentwood Boulevard/Highway 4)

      The TSM 8548 Off-site Sand Creek Road improvement includes the construction of approximately
      1,600 LF of Sand Creek Road from Brentwood Boulevard/Highway 4 to the westerly boundary of
      TSM 8548. Improvements include:

     * Approximately 1,600 LF of roadway construction, landscaping, drainage and water facilities.

1B. Sand Creek Road In-Tract (From Westerly Boundary of TSM 8548 to the Easterly Boundary)

      The TSM 8548 In-Tract Sand Creek Road improvement includes the full width roadway improvements
      within the boundary of TSM 8548. Improvements include:

      Approximately 1,800 LF of roadway construction, landscaping, drainage, water and sewer
      facilities.

1C. Sand Creek Road (West of Hwy 4 Bypass to Westerly Boundary of TSM 8506)

      The TSM 8506 Sand Creek Road improvement includes the full width roadway improvements
      along the frontage of TSM 8506 from the westerly boundary of TSM 8506 to the Highway 4 Bypass.
      Improvements include:

     * Approximately 2,400 LF of roadway construction, landscaping, drainage and sewer facilities,
       intersection signal construction at Sand Creek Road and San Jose Avenue and a signal modification
       at Sand Creek Road and Highway 4 Bypass and related improvements.

2.    Garin Parkway (From Sunset Road to Jennifer Street Within TSM 8548)

      The TSM 8548 Garin Parkway improvement includes the full width roadway improvements
      from Sunset Road to Jennifer Street within the boundary of TSM 8548.
      Improvements include:

     * Approximately 5,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities, and intersection signal construction at Sand Creek Road.




 2006 Preliminary Engineer's Report 09may06.xls                                                            3
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


3.    Sunset Road

      The TSM 8548 Sunset Road improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8548. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Garin Parkway.

4A. Lone Tree Way

      The TSM 8954 Lone Tree Way improvement includes the rehabilitation and widening of the existing
      roadway along the frontage of TSM 8954. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Adams Lane.

4B. Lone Tree Way

      This item represents the commercial developers financial responsibility for frontage improvements and its
      contribution to the City's Lone Tree Way widening project.

5.    Adams Lane (From Lone Tree Way South to Grant Street)

      The TSM 8954 Adams Lane improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8954. Improvements include:

     * Approximately 2,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities including crossing of the County flood control channel and EBMUD aqueduct.

6.    San Jose Avenue (From Sand Creek Road southerly to St. Regis Dr.)

      The TSM 8506 San Jose Avenue Improvements includes that portion of San Jose Avenue within the
      boundary of TSM 8506 from Sand Creek Road southerly to the existing terminus of St. Regis Dr.
      Improvements include:

     * Approximately 2,800 LF of roadway construction, drainage, water and sewer facilities, and landscaping.

7.    O'Hara Avenue (Adjacent to MS 359-03)

      The O'Hara Avenue MS 359-03 improvement includes half width collecter and one 12' lane of O'Hara
      Avenue adjacent to the project. Improvement includes roadway construction, drainage, and landscaping.

      This item represents the property owner's financial responsibility for frontage improvements to be
      constructed by others through City reimbursements.




 2006 Preliminary Engineer's Report 09may06.xls                                                             4
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


9.   Subtotal Improvements
     Items 1 through 8

11. Prepaid Roadway Fees:

     Prepayment of City roadway facilities fees to fund capital improvements to the City's Roadway System.
     a) $      946,000 Standard Pacific Homes TSM 8548
     b) $      295,000 Passport Homes TSM 9050
     c) $      961,350 Pulte Homes TSM 8311
     d) $      455,182 Lone Tree Brentwood, LLC, DR 05-29

12. Prepaid Water Facilities Fees:

     Prepayment of City water facilities fees to fund capital improvements to the City's Water System.
     a) $    2,270,400 Standard Pacific Homes TSM 8548
     b) $      960,000 Suncrest Homes TSM 8954
     c) $      354,000 Passport Homes TSM 9050
     d) $      747,000 West Coast Home Builders TSM 8506
     e) $      210,000 Baca Properties TSM 8982
     f) $         6,654 Albright, APN 016-100-020
     g) $         6,654 Hancock, APN 016-030-004
     h) $      153,698 Lone Tree Brentwood, LLC, DR 05-29

13. Prepaid Wastewater Facilities Fees:

     Prepayment of City wastewater facilities fees to fund Capital Improvements to the City's Wastewater
     Treatment System.
     a) $       498,000 West Coast Home Builders TSM 8506
     b) $       113,575 Passport Homes TSM 9050
     c) $       126,875 Baca Properties TSM 8982
     d) $       102,000 Pulte Homes TSM 8311
     e) $         3,973 Albright, APN 016-100-020
     f) $         3,973 Hancock, APN 016-030-004
     g) $         3,973 Clenner, APN 019-060-035
     h) $       112,318 Lone Tree Brentwood, LLC, DR 05-29

14. Prepaid Parks & Trails Fees:

     Prepayment of City parks and trails facilities fees to fund Capital Improvements to the City's Parks &
     Trails System.
     a) $        206,500 Passport Homes TSM 9050
     b) $         70,000 Baca Properties TSM 8982
     c) $        612,000 Pulte Homes TSM 8311




 2006 Preliminary Engineer's Report 09may06.xls                                                               5
                                               EXHIBIT A
                                     DESCRIPTION OF IMPROVEMENTS

15. Prepaid State Route 4 Bypass Fee:

      Prepayment of Infrastructure Fees to fund Capital Improvements in the City.
      a) $    2,365,000 Standard Pacific Homes TSM 8548
      b) $    1,200,000 Suncrest Homes TSM 8954
      c) $      295,000 Passport Homes TSM 9050
      d) $      830,000 West Coast Home Builders TSM 8506
      e) $      343,000 Baca Properties TSM 8982
      f) $      510,000 Pulte Homes TSM 8311
      g) $      135,963 Lone Tree Brentwood, LLC, DR 05-29

16. Subtotal Cost:
    Items 11 through 15.

17. Total Cost
    Items 9 and 16.


Possible Additional Items of Work include:

  -   Sand Creek Road east of TSM 8548 easterly boundary to Sellers Avenue
  -   TSM 8548 detention basin, storm drain line "A", and related drainage facilities
  -   Tilton Lane
  -   Smith Road
  -   Minnesota Avenue
  -   Lone Tree Way, offsite improvements for TSM 9050
  -   Sunset Road




2006 Preliminary Engineer's Report 09may06.xls                                          6
                                    CLERK’S CERTIFICATE

        I, Margaret Wimberly, City Clerk of the City of Brentwood, do hereby certify as follows:

        The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the City Council of said City duly and regularly held at the regular meeting
place thereof on the 9th day of May, 2006, of which meeting all of the members of said City
Council had due notice and at which a majority thereof were present; and that at said meeting
said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

        An agenda of said meeting was posted at least 72 hours before said meeting at City
Hall, 708 Third Street, Brentwood, California 94513, a location freely accessible to members of
the public, and a brief description of said resolution appeared on said agenda.

        I have carefully compared the foregoing with the original minutes of said meeting on file
and of record in my office, and the foregoing is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.

       Said resolution has not been amended, modified or rescinded since the date of its
adoption and the same is now in full force and effect.

        Dated: _______________, 2006


                                             __________________________________
                                             Margaret Wimberly,
                                             City Clerk, City of Brentwood
                                                                                           [Form of Notice]

                                          City of Brentwood
                                     Assessment District No. 2006-1

                      Notice of Public Hearing and Assessment Ballot Procedure

        Pursuant to the provisions of the Municipal Improvement Act of 1913 (Sections 10000 and

following, California Streets and Highways Code; hereafter referred to as the “1913 Act”), Section 53753

of the California Government Code, and Section 4 of Article XIIID of the California Constitution, the City of

Brentwood (the “City”) hereby gives notice as follows:

         1. At 7:00 p.m. on July 11, 2006, in the Council Chambers of the City Council of the City at 734
Third Street, Brentwood, California 94513, said City Council (the “City Council”) will hold a public hearing
respecting the proposed Assessment District No. 2006-1 (the “Assessment District”) to hear and consider
objections and protests respecting (a) the public improvement project which is being financed with special
assessments to be levied upon benefited parcels of land within the Assessment District, (b) the extent of
the Assessment District, (c) the estimated cost and expense of the project, (d) the amounts of the
assessments proposed to be levied upon the benefited parcels, and (e) the method or formula by which
benefit has been estimated and any other aspect of the proposed Assessment District to which any
interested person may want to object or protest.

        2. The public improvements and the incidental costs and expenses of improvement project
design and implementation, legal proceedings, and bond financing which are the subject of the proposed
Assessment District are described in the Engineer’s Report for the proposed Assessment District on file
with the City Clerk (the “Clerk”), at 708 Third Street, Brentwood. The estimated cost and expense to be
assessed to the benefited parcels also includes related engineering expenses, fees for various
professional services related to formulation and implementation of the Assessment District, and costs of
issuance respecting the proposed tax-exempt improvement bonds. Interested persons are referred to the
Clerk’s office to examine the Engineer’s Report for further information on the details of the public
improvements and the estimated cost and expense.

         3. A brief description of the public improvements is attached hereto as Exhibit A. The present
best estimate of the total cost and expense of the proposed project and related assessment proceedings
and bond financing and therefore the total amount to be assessed against the benefited parcels, including
yours, is approximately $__________. Please see Exhibit D, Assessment Roll, attached for the amount
of the assessment proposed for your parcel or parcels. The reason that an assessment is proposed for
your parcel or parcels is that the City Council has determined, preliminarily, that such property is specially
benefited by the proposed public improvements. The basis upon which the amount of the proposed
assessment was calculated is set forth in Exhibit E of the Engineer’s Report, a copy of which is attached
hereto.

        Reference is made to Exhibit F of the Engineer’s Report for an Assessment Diagram showing the
individual parcels proposed to be assessed.
        4. Pursuant to Sections 2960, 2961 and 10200 of the Streets and Highways Code, the City
Council intends to comply with the requirements of the Special Assessment Investigation, Limitation and
Majority Protest Act of 1931 by proceeding under Part 7.5 of Division 4 of the California Streets and
Highways Code.

       5. The total principal amount of unpaid assessments already levied against all property
proposed to be assessed is $0.00.

        6. The City Council intends, pursuant to subparagraph (f) of Section 10204 of the 1913 Act, to
authorize an annual assessment upon each of the parcels of land in the proposed assessment district to
pay various costs and expenses incurred from time to time by the City and not otherwise reimbursed to
the City which result from the administration and collection of assessment installments or from the
administration or registration of the improvement bonds and the various funds and accounts pertaining
thereto, in an amount not to exceed five percent (5.0%) of the annual installment of assessment levied
upon each parcel in said assessment district. This annual assessment shall be in addition to any fee
charged pursuant to Sections 8682 and 8682.1 of the Streets and Highways Code.

        7. It is the intention of the City Council that any delinquent assessment installment shall be
subject to the same penalties and interest as are applicable to general property taxes, and that the Tax
Collector of the County of Contra Costa shall collect such penalties with and as a part of such delinquent
assessment installments, and all penalties collected shall be deposited into the bond redemption fund for
such bonds.

         8. Assuming the City Council levies assessments as intended, property owners will be provided
an opportunity to pay all or any part of such assessments in cash unless this entitlement is waived in
writing by 100% of such property owners. Following the termination of the cash payment period, bonds
representing unpaid assessments and bearing interest at a rate not to exceed twelve percent (12.0%) per
annum shall be issued by the City Council pursuant to the Improvement Bond Act of 1915 (Division 10,
Streets and Highways Code), and the last installment of the bonds shall mature not to exceed twenty-nine
(29) years from the second day of September next succeeding twelve (12) months from their date. These
estimates are subject to change, and the actual duration of payments and interest rate will be determined
only at the time of the bond sale.

        9. For further particulars, you may refer to the Resolution of Intention and the Engineer’s
Report, both of which are on file with the Clerk. Inquiries about the assessment proceedings will be
answered by Balwinder Grewal, City Engineer of the City of Brentwood, or his designee, at (925) 516-
5420.

         10. As provided by Section 4 of Article XIIID of the California Constitution and Section 53753 of
the California Government Code, an Official Property Owner Assessment Ballot has been enclosed with
this notice, along with a self-addressed, return envelope by which the assessment ballot may be returned
to the Clerk. Please note that this is THE OFFICIAL ASSESSMENT BALLOT and not a sample ballot.
No further assessment ballot will be provided to you. This assessment ballot may be used by the owner
or owners of any parcel to express either support for or opposition to the proposed assessment. Please
see the assessment ballot for instructions respecting the alternative methods for submitting the ballot
either by mail (which may be done using the enclosed envelope but requires the user to provide the
required postage) or by personal delivery, either prior to or at the time of the public hearing of protests,
including continuations of said public hearing. See enclosed ballot for further instructions.

        Immediately following the close of the public hearing of protests, whether on July 11, 2006 or at
the conclusion of any continuation of said hearing to a later date or to later dates, the returned
assessment ballots will be tabulated, both in support of and in opposition to the assessment, with
assessment ballots being weighted in accordance with the amount of the proposed assessment, and the
results will be announced; provided that, in the event the Clerk requires opportunity to determine (a)
whether any assessment ballot has been properly signed by an owner or authorized representative of an
owner or (b) any other matter respecting any assessment ballot and its proper treatment in the
assessment ballot procedure, the City Council reserves entitlement to continue the matter of announcing
results to provide the Clerk with such opportunity.
        In the event that assessment ballots in opposition exceed assessment ballots in support, there
will be a “majority protest,” and the City Council will be precluded from proceeding with the proposed
assessment.
         11. Property owners wishing to preserve the opportunity to file a lawsuit challenging the
assessment, if levied, are required by law to file a written protest with the Clerk and to state therein the
specific grounds of protest. Any grounds of protest not stated in a written protest filed with the Clerk prior
to the close of the public hearing of protests are deemed waived in any subsequent lawsuit and may not
be raised in such lawsuit.

        DATED: May 10, 2006

                                                           Margaret Wimberly,

                                                           City Clerk, City of Brentwood

Attachments:       Exhibit A - Brief Description of Public Improvements
                   (There are no Exhibits B and C attached)
                   Exhibit D - Assessment Roll
                   Exhibit E - Description of Assessment Spread Method
Enclosures:        Return Envelope (postage not provided)
                   Official Property Owner Assessment Ballot
                                                                                               [Form of Ballot]


                                       CITY OF BRENTWOOD
                                  ASSESSMENT DISTRICT NO. 2006-1

               IMPORTANT – OFFICIAL PROPERTY OWNER ASSESSMENT BALLOT

        This assessment ballot is for the use of the property owner of the parcel identified below, which
parcel is located within the proposed City of Brentwood Assessment District No. 2006-1. Please advise
Balwinder Grewal, the Engineer of Work for the assessment district, at (925) 516-5420, if the name set
forth below is incorrect or if you are no longer the owner of this parcel.

        This assessment ballot may be used to express either support for or opposition to the proposed
assessment district. In order to be counted, this assessment ballot must be signed below by an owner or,
if the owner is not an individual, by an authorized representative of the owner. The ballot must then be
delivered to the Clerk in a sealed envelope, either by mail or in person, as follows:

Mail Delivery: If by mail, place ballot in the return envelope provided, affix first class postage, and mail not
       later than one calendar week prior to July 11, 2006, or any date to which the public hearing
       scheduled for that date is continued. Mailing later than this deadline creates the risk that the
       assessment ballot may not be received in time to be counted.

Personal Delivery: If in person, to the Clerk at any time up to 4:30 p.m. on July 11, 2006, or any date to
      which the public hearing scheduled for that date is continued, at the Clerk’s office at 708 Third
      Street, Brentwood, California 94513, or at the protest hearing itself on that date or any continuation
      thereof at the Council Chambers at 734 Third Street, Brentwood, California 94513.

       However delivered, this ballot must be received by the Clerk prior to the close of the public hearing,
whether on July 11, 2006, or any date to which the public hearing is continued, to be counted.

        TO CAST THIS BALLOT, MARK EITHER “YES” OR “NO” BELOW, WHERE
        INDICATED, FILL IN THE DATE AND SIGN THE BALLOT, AND THEN INSERT IT IN
        THE RETURN ENVELOPE AND SEAL BEFORE SUBMITTING IT TO THE CITY
        CLERK.

                                    OFFICIAL ASSESSMENT BALLOT

Property Owner Name: __________________________________

    Assessment No.                             Parcel No.                           Amount of Assessment
          __                               ________________                          $___________

                                    ASSESSMENT BALLOT MEASURE
        Shall the City Council of the City of Brentwood establish the
        proposed Assessment District No. 2006-1, levy an assessment not                   Yes _____
        to exceed the amount set forth above on the parcel identified, issue
        bonds in the amount of unpaid assessments, and proceed with the
        proposed public improvement project?                                              No _____



Date : _______________________________, 2006

Owner Signature : _______________________________________________________
    PRELIMINARY
  ENGINEER’S REPORT



ASSESSMENT DISTRICT NO. 2006-1



      CITY OF BRENTWOOD
CONTRA COSTA COUNTY, CALIFORNIA



           May 9, 2006
                                                 ENGINEER’S REPORT

                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

  The undersigned respectfully submits the enclosed report as directed by the City Council.

  DATED:                                          , 2006.

                                                            BALWINDER GREWAL, PE City Engineer
                                                            Engineer of Work
                                                            City of Brentwood,
                                                            Contra Costa County,
                                                            California

                                                            By
                                                                   Balwinder Grewal, PE City Engineer

  I HEREBY CERTIFY that the enclosed Engineer’s Report, together with Assessment and Assessment
  Diagram thereto attached, was filed with me on the       day of                  , 2006.

                                                            MARGARET WIMBERLY, City Clerk
                                                            City of Brentwood,
                                                            Contra Costa County,
                                                            California

                                                            By
                                                                   Margaret Wimberly

  I HEREBY CERTIFY that the enclosed Engineer’s Report, together with Assessment and Assessment
  Diagram thereto attached, was approved and confirmed by the City Council of the City of Brentwood,
  Contra Costa County, California, on the            day of                   , 2006.

                                                            MARGARET WIMBERLY, City Clerk
                                                            City of Brentwood,
                                                            Contra Costa County,
                                                            California

                                                            By
                                                                   Margaret Wimberly

  I HEREBY CERTIFY that the enclosed Engineer’s Report, together with Assessment and Assessment
  Diagram thereto attached, was recorded in my office on the      day of                , 2006.

                                                            BALWINDER GREWAL, PE City Engineer
                                                            City of Brentwood,
                                                            Contra Costa County,
                                                            California

                                                            By
                                                                   Balwinder Grewal, PE City Engineer



2006 Preliminary Engineer's Report 09may06.xls                                                          1
                                                 ENGINEER’S REPORT

                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA



CITY OF BRENTWOOD, as Engineer of Work for Assessment District No. 2006-1, City of Brentwood,
Contra Costa County, California, makes this report, as directed by the City Council, pursuant to
Section 10204 of the Streets and Highways Code (Municipal Improvement Act of 1913).

The improvements which are the subject of this report are briefly described in Exhibit A attached hereto.

Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%)
per annum, shall be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10,
Streets and Highways Code), and the last installment of the bonds shall not mature not more than twenty-
nine (29) years from the second day of September next succeeding twelve (12) months from their date.


This report include the following attached exhibits:

EXHIBIT A -         Description of improvements to be acquired.

EXHIBIT B -         Plans and specifications for improvements to be acquired. Plans and specifications
                    are a part of this report but are separately bound.

EXHIBIT C -         An estimate of the cost and expense of the improvements and related incidental
                    expenses of the legal proceedings and bond financing.

EXHIBIT D -         An assessment roll, showing the amount proposed to be specially assessed against each
                    parcel of real property within this Assessment District and the names and addresses of
                    the owners of real property within this Assessment District, as shown on the last
                    equalized assessment roll for taxes, or as known to the Clerk. Each parcel is described
                    by County Assessor's parcel number or other designation, and each parcel is also
                    assigned a separate "assessment number" for the purposes of this proceeding.

EXHIBIT E -         A statement of method by which the undersigned determined the amount proposed to
                    be assessed against each parcel, based on benefits to be derived by each parcel,
                    respectively, from the improvements.

EXHIBIT F -         A diagram showing all of the parcels of real property to be assessed within this
                    Assessment District. The diagram is keyed to Exhibit D by assessment number.

EXHIBIT G -         Proposed maximum annual assessment per parcel for current costs and expenses.

EXHIBIT H -         Compliance with Part 7.5 of Division 4 of The California Streets and Highway Code.

EXHIBIT I -         Description of right-of-way acquisition as part of the Assessment District.




2006 Preliminary Engineer's Report 09may06.xls                                                                2
                                       EXHIBIT A
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                      DESCRIPTION OF IMPROVEMENTS

The City Council intends to order the acquisition of the following improvements under the authority
of the Municipal Improvement Act of 1913. The following numbered items correspond to the AD/CIFP Table
found in this report.

1A. Sand Creek Road Off-site (West of TSM 8548, East of Brentwood Boulevard/Highway 4)

      The TSM 8548 Off-site Sand Creek Road improvement includes the construction of approximately
      1,600 LF of Sand Creek Road from Brentwood Boulevard/Highway 4 to the westerly boundary of
      TSM 8548. Improvements include:

     * Approximately 1,600 LF of roadway construction, landscaping, drainage and water facilities.

1B. Sand Creek Road In-Tract (From Westerly Boundary of TSM 8548 to the Easterly Boundary)

      The TSM 8548 In-Tract Sand Creek Road improvement includes the full width roadway improvements
      within the boundary of TSM 8548. Improvements include:

      Approximately 1,800 LF of roadway construction, landscaping, drainage, water and sewer
      facilities.

1C. Sand Creek Road (West of Hwy 4 Bypass to Westerly Boundary of TSM 8506)

      The TSM 8506 Sand Creek Road improvement includes the full width roadway improvements
      along the frontage of TSM 8506 from the westerly boundary of TSM 8506 to the Highway 4 Bypass.
      Improvements include:

     * Approximately 2,400 LF of roadway construction, landscaping, drainage and sewer facilities,
       intersection signal construction at Sand Creek Road and San Jose Avenue and a signal modification
       at Sand Creek Road and Highway 4 Bypass and related improvements.

2.    Garin Parkway (From Sunset Road to Jennifer Street Within TSM 8548)

      The TSM 8548 Garin Parkway improvement includes the full width roadway improvements
      from Sunset Road to Jennifer Street within the boundary of TSM 8548.
      Improvements include:

     * Approximately 5,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities, and intersection signal construction at Sand Creek Road.




 2006 Preliminary Engineer's Report 09may06.xls                                                            3
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


3.    Sunset Road

      The TSM 8548 Sunset Road improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8548. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Garin Parkway.

4A. Lone Tree Way

      The TSM 8954 Lone Tree Way improvement includes the rehabilitation and widening of the existing
      roadway along the frontage of TSM 8954. Improvements include:

     * Approximately 1,500 LF of asphalt overlay and new roadway construction, landscaping, utility relocation,
       drainage and water facilities and intersection signal construction at Adams Lane.

4B. Lone Tree Way

      This item represents the commercial developers financial responsibility for frontage improvements and its
      contribution to the City's Lone Tree Way widening project.

5.    Adams Lane (From Lone Tree Way South to Grant Street)

      The TSM 8954 Adams Lane improvement includes the rehabilitation of the existing roadway
      along the frontage of TSM 8954. Improvements include:

     * Approximately 2,700 LF of roadway construction, landscaping, drainage, water and sewer
       facilities including crossing of the County flood control channel and EBMUD aqueduct.

6.    San Jose Avenue (From Sand Creek Road southerly to St. Regis Dr.)

      The TSM 8506 San Jose Avenue Improvements includes that portion of San Jose Avenue within the
      boundary of TSM 8506 from Sand Creek Road southerly to the existing terminus of St. Regis Dr.
      Improvements include:

     * Approximately 2,800 LF of roadway construction, drainage, water and sewer facilities, and landscaping.

7.    O'Hara Avenue (Adjacent to MS 359-03)

      The O'Hara Avenue MS 359-03 improvement includes half width collecter and one 12' lane of O'Hara
      Avenue adjacent to the project. Improvement includes roadway construction, drainage, and landscaping.

      This item represents the property owner's financial responsibility for frontage improvements to be
      constructed by others through City reimbursements.




 2006 Preliminary Engineer's Report 09may06.xls                                                             4
                                                EXHIBIT A
                                      DESCRIPTION OF IMPROVEMENTS


9.   Subtotal Improvements
     Items 1 through 8

11. Prepaid Roadway Fees:

     Prepayment of City roadway facilities fees to fund capital improvements to the City's Roadway System.
     a) $      946,000 Standard Pacific Homes TSM 8548
     b) $      295,000 Passport Homes TSM 9050
     c) $      961,350 Pulte Homes TSM 8311
     d) $      455,182 Lone Tree Brentwood, LLC, DR 05-29

12. Prepaid Water Facilities Fees:

     Prepayment of City water facilities fees to fund capital improvements to the City's Water System.
     a) $    2,270,400 Standard Pacific Homes TSM 8548
     b) $      960,000 Suncrest Homes TSM 8954
     c) $      354,000 Passport Homes TSM 9050
     d) $      747,000 West Coast Home Builders TSM 8506
     e) $      210,000 Baca Properties TSM 8982
     f) $         6,654 Albright, APN 016-100-020
     g) $         6,654 Hancock, APN 016-030-004
     h) $      153,698 Lone Tree Brentwood, LLC, DR 05-29

13. Prepaid Wastewater Facilities Fees:

     Prepayment of City wastewater facilities fees to fund Capital Improvements to the City's Wastewater
     Treatment System.
     a) $       498,000 West Coast Home Builders TSM 8506
     b) $       113,575 Passport Homes TSM 9050
     c) $       126,875 Baca Properties TSM 8982
     d) $       102,000 Pulte Homes TSM 8311
     e) $         3,973 Albright, APN 016-100-020
     f) $         3,973 Hancock, APN 016-030-004
     g) $         3,973 Clenner, APN 019-060-035
     h) $       112,318 Lone Tree Brentwood, LLC, DR 05-29

14. Prepaid Parks & Trails Fees:

     Prepayment of City parks and trails facilities fees to fund Capital Improvements to the City's Parks &
     Trails System.
     a) $        206,500 Passport Homes TSM 9050
     b) $         70,000 Baca Properties TSM 8982
     c) $        612,000 Pulte Homes TSM 8311




 2006 Preliminary Engineer's Report 09may06.xls                                                               5
                                               EXHIBIT A
                                     DESCRIPTION OF IMPROVEMENTS

15. Prepaid State Route 4 Bypass Fee:

      Prepayment of Infrastructure Fees to fund Capital Improvements in the City.
      a) $    2,365,000 Standard Pacific Homes TSM 8548
      b) $    1,200,000 Suncrest Homes TSM 8954
      c) $      295,000 Passport Homes TSM 9050
      d) $      830,000 West Coast Home Builders TSM 8506
      e) $      343,000 Baca Properties TSM 8982
      f) $      510,000 Pulte Homes TSM 8311
      g) $      135,963 Lone Tree Brentwood, LLC, DR 05-29

16. Subtotal Cost:
    Items 11 through 15.

17. Total Cost
    Items 9 and 16.


Possible Additional Items of Work include:

  -   Sand Creek Road east of TSM 8548 easterly boundary to Sellers Avenue
  -   TSM 8548 detention basin, storm drain line "A", and related drainage facilities
  -   Tilton Lane
  -   Smith Road
  -   Minnesota Avenue
  -   Lone Tree Way, offsite improvements for TSM 9050
  -   Sunset Road




2006 Preliminary Engineer's Report 09may06.xls                                          6
                                      EXHIBIT B
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                         PLANS AND SPECIFICATIONS


 Plans and specifications for improvements to be constructed are part of this report, but are
 separately bound.




2006 Preliminary Engineer's Report 09may06.xls                                                  7
                                         EXHIBIT C
                               ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                           ENGINEER'S PRELIMINARY COST ESTIMATE
                      1A. SAND CREEK ROAD WEST OF PROJECT (TSM 8548)
Item Description                                            Quantity    Unit       Unit Price        Amount

      SAND CREEK ROAD WEST OF PROJECT

      GRADING
  1   Building Removal                                            -      EA    $    15,000.00   $          -
  2   Clearing and Grubbing                                      3.5    AC     $     1,000.00   $     3,539.03
  3   Rough Grading                                            5,500     CY    $         3.20   $    17,600.00
  4   Finish Grading (Lots)                                       -     LOT    $       500.00   $          -
  5   Finish Grading (Streets)                               154,160     SF    $         0.25   $    38,540.00
  6   Import                                                      -      CY    $         2.50   $          -
  7   Export                                                      -      CY    $        10.00   $          -

                                                 Subtotal                                       $    59,679.03

      STREET IMPROVEMENTS
 8    5" Asphalt Concrete                                     73,650     SF    $         1.25   $    92,062.50
 9    22" Aggregate Base                                      79,500     SF    $         1.76   $   139,920.00
 10   Pavement Sealant (Fog)                                  73,650     SF    $         0.05   $     3,682.50
 11   Valley Gutter                                               -      SF    $         3.00   $          -
 12   Median Curb*                                             3,130     LF    $        12.00   $    37,560.00
 13   5' Sidewalk*                                                -      SF    $         2.85   $          -
 14   Curb & Median Subsurface Drains (ST-24)                  3,980     LF    $         8.00   $    31,840.00
 15   Under Sidewalk Drain (Sched. 40 PVC)                        -      EA    $        20.00   $          -
 16   AC Berm                                                     -      LF    $         5.00   $          -
 17   Handicap Ramp*                                              -      EA    $       100.00   $          -
 18   Driveway Approach                                           -      SF    $         3.00   $          -
 19   Driveway Approach (Commercial)                              -      SF    $         4.00   $          -
 20   Striping*                                                3,200     LF    $         1.00   $     3,200.00
 21   Joint Trench with Fiber Optic                               -      LF    $        25.00   $          -
 22   Barricade (Metal: ST 12)                                    -      LF    $        35.00   $          -
 23   Street Trees                                                 61    EA    $        90.00   $     5,490.00
 24   Signs*                                                      0.3   MILE   $     8,100.00   $     2,365.57
 25   Curb & Gutter*                                             850     LF    $        12.00   $    10,200.00
 26   Survey Monuments                                            -      EA    $       300.00   $          -
 27   Lot Corners                                                 -      EA    $       160.00   $          -
 28   Geofabric*                                              79,500     SF    $         0.20   $    15,900.00
 29   At-Grade RR Crossing*                                       -      EA    $   175,000.00   $          -
 30   Retaining Wall                                              -      SF    $        15.00   $          -
 31   Chain Link Fence                                            -      LF    $        12.50   $          -
 32   Thermoplastic Pavement Markings                            500     SF    $         0.50   $       250.00
 33   Canal Removal                                               -      LF    $       100.00   $          -
 34   2" x 6" Redwood Header                                   2,370     LF    $         6.00   $    14,220.00
 35   AC Berm Removal                                             -      LF    $         3.00   $          -
 36   AC Removal*                                                 -      LF    $         1.50   $          -
 37   Sidewalk Removal                                            -      SF    $         1.00   $          -
 38   Curb & Gutter Removal                                       -      LF    $         3.00   $          -

                                                 Subtotal                                       $   356,690.57



2006 Preliminary Engineer's Report 09may06.xls                                                                   8
                                          EXHIBIT C
                        1A. SAND CREEK ROAD WEST OF PROJECT (TSM 8548)
Item Description                                                  Quantity    Unit       Unit Price        Amount

      DRAINAGE IMPROVEMENTS
 39   18" RCP                                                        1,740    LF     $        45.00   $    78,300.00
 40   42" RCP                                                           10    LF     $        48.30   $       483.00
 41   Type A & C Inlets                                                   8   EA     $     1,400.00   $    11,200.00
 42   Type B, D & E Inlets                                              -     EA     $     1,800.00   $          -
 43   SD Manhole Type I                                                 -     EA     $     1,600.00   $          -
 44   SD Manhole Type II                                                -     EA     $     2,600.00   $          -
 45   SD Manhole Type III                                                 1   EA     $     4,000.00   $     4,000.00
 46   Christy V9 Drain Box                                              -     EA     $       200.00   $          -
 47   B-58 Concrete Ditch                                               -     LF     $        25.00   $          -
 48   Concrete Structure                                                -     CY     $       450.00   $          -
 49   Adjust MH to Grade                                                -     EA     $       400.00   $          -
 50   Connect to Existing Storm Drain                                   -     EA     $     1,000.00   $          -
 51   Rip Rap                                                           -     CY     $        60.00   $          -
 52   Grouted Rip Rap                                                   -     CY     $        80.00   $          -
 53   Earth Ditch                                                    2,370    LF     $        12.00   $    28,440.00

                                                       Subtotal                                       $   122,423.00

      WATER IMPROVEMENTS
  54 4" PVC (C900) Class 200                                            -     LF     $        17.00   $          -
  55 6" PVC (C900) Class 200                                            -     LF     $        19.00   $          -
  56 8" PVC (C900) Class 200                                           120    LF     $        21.00   $     2,520.00
  57 10" PVC (C900) Class 200                                           -     LF     $        24.00   $          -
  58 12" PVC (C900) Class 200                                           -     LF     $        27.00   $          -
  59 16" PVC (C900) Class 200                                           -     LF     $        45.00   $          -
  60 20" PVC (C900) Class 200                                        1,555    LF     $        65.00   $   101,075.00
  61 Serv. Connections incl. Meter (1.0") (Lot 114)                     -     EA     $     1,000.00   $          -
  62 Stub (1")                                                          -     EA     $       400.00   $          -
  63 Serv. Connections incl. Meter (1.5")                               -     EA     $     1,200.00   $          -
  64 Stub (1.5")                                                        -     EA     $       550.00   $          -
  65 Serv. Connections incl. Meter (2.0") (Parcel A)                    -     EA     $     1,500.00   $          -
  66 Stub (2")                                                          -     EA     $       650.00   $          -
  67 Fire Hydrant                                                         3   EA     $     2,500.00   $     7,710.00
  68 Blow-off Valves                                                    -     EA     $     1,500.00   $          -
  69 Air Release Valve                                                  -     EA     $     2,000.00   $          -
  70 8" Gate (2 Each - Reclaimed & Domestic Water)                        4   EA     $     1,000.00   $     4,000.00
  71 10" Gate                                                           -     EA     $     1,000.00   $          -
  72 12" Butterfly (Reclaimed Water)                                      3   EA     $     1,500.00   $     4,500.00
  73 16" Butterfly                                                      -     EA     $     1,800.00   $          -
  74 20" Butterfly                                                        3   EA     $     2,000.00   $     6,000.00
  75 24" Butterfly                                                      -     EA     $     2,400.00   $          -
  76 Hot Tap                                                            -     EA     $     1,000.00   $          -
  77 4" PVC Sleeves                                                    300    LF     $        12.00   $     3,600.00
  78 Concrete Cap                                                       -     LF     $       300.00   $          -
  79 Adjust Water Valve to Grade                                        -     EA     $       200.00   $          -
  80 12" DIP*                                                           -     LF     $        86.40   $          -
  81 14" DIP*                                                           -     LF     $        90.00   $          -
  82 16" DIP*                                                           -     LF     $        96.00   $          -
  83 18" DIP*                                                           -     LF     $       108.00   $          -
  84 20" DIP*                                                           -     LF     $       115.00   $          -
  85 24" DIP*                                                           -     LF     $       120.00   $          -
  86 30" DIP*                                                           -     LF     $       144.00   $          -
2006 Preliminary Engineer's Report 09may06.xls                                                                         9
                                             EXHIBIT C
                           1A. SAND CREEK ROAD WEST OF PROJECT (TSM 8548)
Item Description                                                       Quantity     Unit       Unit Price        Amount

       WATER IMPROVEMENTS (continued)
 87    32" DIP*                                                             -       LF     $       144.00   $          -
 88    36" DIP*                                                             -       LF     $       172.80   $          -
 89    42" DIP*                                                             -       LF     $       201.60   $          -
 90    Cathodic Protection (includes fire hydrant valves)                     1     LS     $    17,000.00   $    17,000.00
 91    Reclaimed Water Line (8" PVC) *                                      120     LF     $        30.00   $     3,600.00
 92    Reclaimed Water Line (12" PVC) *                                   1,555     LF     $        45.00   $    69,975.00

                                                            Subtotal                                        $   219,980.00

       ELECTRICAL
 93    Traffic Signal 4 way / 4 phase                                       -       EA     $   120,000.00   $          -
 94    Traffic Signal 4 way / 8 phase*                                      -       EA     $   200,000.00   $          -
 95    Decorative Streetlight                                               -       EA     $     2,000.00   $          -
 96    Electrolier (Residential Collector) *                                -       EA     $     1,500.00   $          -
 97    Electrolier (Industrial / Commercial) *                                  9   EA     $     2,000.00   $    17,133.33
 98    Underground PMH4                                                     -       EA     $    50,000.00   $          -
 99    Services (Underground) Conversion                                    -       EA     $     4,500.00   $          -
 100   Elec. Duct Bank*                                                     -       EA     $         6.00   $          -
 101   Elec. Control Box*                                                   -       EA     $     5,000.00   $          -
 102   Electrolier Pull Box                                                     9   EA     $        85.00   $       728.17

                                                            Subtotal                                        $    17,861.50
       MISCELLANEOUS
 103   Mobilization                                                           1     LS     $    10,000.00   $    10,000.00
 104   Winterization                                                          1     LS     $    10,000.00   $    10,000.00
 105   Median Landscaping*                                               21,115     SF     $         2.00   $    42,230.00
 106   Median Irrigation*                                                21,115     SF     $         2.00   $    42,230.00

                                                            Subtotal                                        $   104,460.00

                                  SUBTOTAL CONSTRUCTION COST                                                $   881,094.10

                                                 10% CONTINGENCY                                            $      88,109

                                                            TOTAL                                           $    969,204

                     TSM 8548 DEVELOPER CONTRIBUTION                                                        $    969,204

                              SUBTOTAL ASSESSMENT COST                                                      $         -


       Notes:
       * denotes blue book cost


       Estimate source: CBG dated January 17, 2006




2006 Preliminary Engineer's Report 09may06.xls                                                                            10
                                         EXHIBIT C
                               ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                           ENGINEER'S PRELIMINARY COST ESTIMATE
                      1B. SAND CREEK ON-SITE IMPROVEMENTS (TSM 8548)
Item Description                                                       Quantity      Unit          Unit Price           Amount

      SAND CREEK ON-SITE IMPROVEMENTS (TSM 8548)

      GRADING
  1   Clearing and Grubbing                                                  5.8      AC      $       5,000.00   $     29,000.00
  2   Rough Grading                                                        8,000      CY      $           5.00   $     40,000.00
  3   Winterization                                                      254,100      SF      $           0.20   $     50,820.00

                                                          Subtotal                                               $    119,820.00

      STREET IMPROVEMENTS
 4    Finish Grading (104' x 1,815')                                     254,100      SF      $           0.35   $     88,935.00
 5    5" AC Paving                                                       134,355      SF      $           2.00   $    268,710.00
 6    22" Aggregate Base                                                 134,355      SF      $           2.75   $    369,476.25
 7    Fog Seal                                                           134,355      SF      $           0.05   $      6,717.75
 8    SubGrade Fabric                                                    134,355      SF      $           0.45   $     60,459.75
 9    Median Landscaping & Irrigation                                     17,570      SF      $           5.00   $     87,850.00
 10   Type 'A' Curb & Gutter with Cushion & Subdrain                       4,437      LF      $          18.00   $     79,866.00
 11   Type 'B' Median Curb with Cushion & Subdrain                         3,397      LF      $          18.00   $     61,146.00
 12   8' Meandering Sidewalk with Cushion (8' x 3,500')                   28,000      SF      $           3.50   $     98,000.00
 13   Handicap Ramps                                                           6      EA      $       1,000.00   $      6,000.00
 14   Street Monuments                                                         1      EA      $         300.00   $        300.00
 15   Signing & Striping Budget                                            1,815      LS      $          10.00   $     18,150.00

                                                          Subtotal                                               $   1,145,610.75

      DRAINAGE IMPROVEMENTS
      Includes 48" Storm Drain thru Wynstone Subdivision 9096 as shown on Master Raodway Improvement Plans
 16   Type A Inlet                                                             4      EA      $       2,500.00   $     10,000.00
 17   Type A Inlet w/Type I Manhole Base                                       7      EA      $       3,000.00   $     21,000.00
 18   Type A Inlet w/Type II Manhole Base                                      6      EA      $       4,000.00   $     24,000.00
 19   Type A Inlet w/Type III Manhole Base                                     1      EA      $       5,500.00   $      5,500.00
 20   Type C Inlet w/Type I Manhole Base                                       5      EA      $       2,500.00   $     12,500.00
 21   Type C Inlet w/Type II Manhole Base                                      2      EA      $       3,000.00   $      6,000.00
 22   Type I Manhole Base                                                      1      EA      $       3,000.00   $      3,000.00
 23   Type II Manhole Base                                                     3      EA      $       4,000.00   $     12,000.00
 24   Type III Manhole Base                                                    1      EA      $       5,500.00   $      5,500.00
 25   18" RCP                                                              1,521      LF      $          36.00   $     54,756.00
 26   24" RCP                                                                 61      LF      $          48.00   $      2,928.00
 27   30" RCP                                                                256      LF      $          60.00   $     15,360.00
 28   36" RCP                                                                130      LF      $          72.00   $      9,360.00
 29   42" RCP                                                                226      LF      $          84.00   $     18,984.00
 30   48' RCP                                                              1,002      LF      $          96.00   $     96,192.00
 31   54" RCP                                                                794      LF      $         108.00   $     85,752.00
 32   72" RCP                                                                121      LF      $         144.00   $     17,424.00

                                                          Subtotal                                               $    400,256.00




2006 Preliminary Engineer's Report 09may06.xls                                                                                  11
                                          EXHIBIT C
                        1A. SAND CREEK ROAD WEST OF PROJECT (TSM 8548)
Item Description                                                     Quantity   Unit       Unit Price          Amount

    SANITARY SEWER
 33 8" Sanitary Sewer                                                     820   LF     $        35.00   $     28,700.00
 34 10" Sanitary Sewer                                                    295   LF     $        40.00   $     11,800.00
 35 Manholes                                                                6   EA     $     2,500.00   $     15,000.00

                                                          Subtotal                                      $     55,500.00

      WATER IMPROVEMENTS
 36   8" Water (including all appurtenances)                              685   LF     $        30.00   $     20,550.00
 37   10" Water (including all appurtenances)                              61   LF     $        40.00   $      2,440.00
 38   12" Water (including all appurtenances)                             882   LF     $        50.00   $     44,100.00
 39   16" Water (including all appurtenances)                              68   LF     $        65.00   $      4,420.00
 40   20" Water (including all appurtenances)                           1,060   LF     $       100.00   $    106,000.00
 41   Fire Hydrants                                                       7.0   EA     $     3,500.00   $     24,500.00

                                                          Subtotal                                      $    202,010.00

      NON POTABLE WATER
 42   8" Non-Potable Water (including all appurtenances)                  155   LF     $        30.00   $      4,650.00
 43   12" Non-Potable Water (including all appurtenances)               1,800   LF     $        50.00   $     90,000.00
 44   Irrigation Sleeves                                                  415   LF     $         4.00   $      1,660.00
 45   Irrigation Services                                                   2   EA     $     1,500.00   $      3,000.00
 46   Irrigation Meters                                                     2   EA     $       400.00   $        800.00
 47   Irrigation Controllers                                                2   EA     $    15,000.00   $     30,000.00
 48   Connect to Ex 20" NPW                                                 1   EA     $     2,000.00   $      2,000.00

                                                          Subtotal                                      $    132,110.00

    ELECTRICAL
 49 Electrolier                                                             9   EA     $     3,000.00   $     27,000.00
 50 Fiber Optics System, Street Light Conduit &                         1,815   LF     $        30.00   $     54,450.00
         Traffic Signal Interconnect

                                                          Subtotal                                      $     81,450.00
      MISCELLANEOUS
 51   Traffic Signal (at Garin Parkway)                                     1   LS     $   200,000.00   $    200,000.00
 52   Flashing Beacon Signal (at Fire Station entrance)                     1   LS     $    40,000.00   $     40,000.00
 53   Pedestrian Actuated Signal                                            1   LS     $    75,000.00   $     75,000.00
 54   Parkway Landscaping & Irrigation                                 86,820   SF     $         5.00   $    434,100.00
 55   Entry Monuments                                                       3   EA     $    10,000.00   $     30,000.00
 56   Decorative Paving                                                 4,000   SF     $         8.00   $     32,000.00

                                                          Subtotal                                      $    811,100.00

                                TOTAL CONSTRUCTION COST                                                 $   2,947,856.75



                  TSM 8548 DEVELOPER CONTRIBUTION                                                       $ 2,947,856.75

                           SUBTOTAL ASSESSMENT COST                                                     $           -




2006 Preliminary Engineer's Report 09may06.xls                                                                          12
                                 EXHIBIT C
                       ASSESSMENT DISTRICT NO. 2006-1
           CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                   ENGINEER'S PRELIMINARY COST ESTIMATE
 1C. SAND CREEK ROAD FROM SOUTH SIDE OF SAND CREEK TO HWY 4 BYPASS (TSM 8506)
Item Description                                            Quantity   Unit       Unit Price       Amount

      SAND CREEK ROAD FROM SOUTH SIDE OF SAND CREEK TO HIGHWAY 4 BYPASS

      GRADING
  1   Fine Grading                                           364,000   SF     $         0.35   $   127,400

                                                 Subtotal                                      $   127,400

      PAVING
  1   6" AC/22" AB with 6" Geotextile Fabric                 158,600   SF     $         5.10   $   808,860

                                                 Subtotal                                      $   808,860

      CONCRETE
  1   Type "A" Curb and Gutter (ST-23)                         5,200   LF     $        12.00   $    62,400
  2   Type "C" Median Curb (ST-23)                             5,200   LF     $        12.00   $    62,400
  3   5' Sidewalk                                             26,000   SF     $         4.00   $   104,000
  4   ADA Curb Ramp                                                8   EA     $       500.00   $     4,000

                                                 Subtotal                                      $   232,800

      SANITARY SEWER
  1   10" PVC Depth 10'                                        3,700   LF     $        40.00   $   148,000
  2   10" PVC Depth 10-15'                                     1,500   LF     $        50.00   $    75,000
  3   10" PVC Depth 15-25'                                       850   LF     $        60.00   $    51,000
  4   24" Sewer Sleeve 10' Deep Bored & Jacked                   400   LF     $       545.00   $   218,000
  5   Manholes Depth 10'                                           9   EA     $     2,500.00   $    22,500
  6   Manholes Depth 10-15'                                        3   EA     $     2,750.00   $     8,250
  7   Manholes Depth 15-25'                                        3   EA     $     4,000.00   $    12,000

                                                 Subtotal                                      $   534,750

      DOMESTIC WATER
  1   16" DIP                                                  3,400   LF     $        65.00   $   221,000
  2   Fire Hydrants                                                7   EA     $     2,500.00   $    17,500

                                                 Subtotal                                      $   238,500

      STORM DRAIN
  1   Catch Basins                                                13   EA     $     2,000.00   $    26,000
  2   24" RCP                                                  2,000   LF     $        60.00   $   120,000
  3   Manholes                                                     5   EA     $     3,000.00   $    15,000

                                                 Subtotal                                      $   161,000

      STREET LIGHTS
  1   Street Lights                                               7    EA     $     2,500.00   $    17,500

                                                 Subtotal                                      $    17,500

2006 Preliminary Engineer's Report 09may06.xls                                                           13
                                 EXHIBIT C
 1C. SAND CREEK ROAD FROM SOUTH SIDE OF SAND CREEK TO HWY 4 BYPASS (TSM 8506)
Item Description                                                        Quantity   Unit       Unit Price        Amount

      LANDSCAPING
  1   Landscaping                                                        124,600   SF     $         3.50   $     436,100
  2   Median Landscaping                                                  22,275   SF     $         3.50   $      77,963

                                                             Subtotal                                      $     514,063

      TRAFFIC SIGNALS
  1   Signal at Sand Creek Road at San Jose Avenue                            1    EA     $   300,000.00   $     300,000
  2   Signal Modification Sand Creek Road at SRA Bypass                       1    EA     $   250,000.00   $     250,000

                                                             Subtotal                                      $     550,000

      UTILITIES
  1   Joint Utilities                                                      2,600   LF     $        75.00   $     195,000

                                                             Subtotal                                      $     195,000

                              SUBTOTAL CONSTRUCTION COST                                                   $   3,379,873

                                               15% CONTINGENCY                                             $     506,981

                                                              TOTAL                                        $   3,886,853

                        TSM 8506 DEVELOPER CONTRIBUTION                                                    $   2,405,303

                             SUBTOTAL ASSESSMENT COST                                                      $   1,481,550


      Estimate source: Isakson & Assoc. Inc. dated March 30, 2006




2006 Preliminary Engineer's Report 09may06.xls                                                                         14
                                       EXHIBIT C
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                   2. GARIN PARKWAY ON-SITE IMPROVEMENTS (TSM 8548)
Item Description                                                  Quantity   Unit       Unit Price          Amount

      GARIN PARKWAY ON-SITE IMPROVEMENTS (TSM 8548)

      GRADING
  1   Clearing and Grubbing                                            7.6   AC     $     5,000.00   $     38,000.00
  2   Rough Grading                                                 10,300   CY     $         5.00   $     51,500.00
  3   Winterization                                                330,330   SF     $         0.20   $     66,066.00

                                                       Subtotal                                      $    155,566.00

      STREET IMPROVEMENTS
 4    Finish Grading                                               330,330   SF     $         0.35   $    115,615.50
 5    4" AC Paving                                                 139,130   SF     $         1.60   $    222,608.00
 6    14" Aggregate Base                                           139,130   SF     $         1.75   $    243,477.50
 7    Fog Seal                                                     139,130   SF     $         0.05   $      6,956.50
 8    SubGrade Fabric                                              139,130   SF     $         0.45   $     62,608.50
 9    Type 'A' Curb & Gutter with Cushion & Subdrain                 9,150   LF     $        18.00   $    164,700.00
 10   5' Sidewalk with Cushion                                      51,070   SF     $         3.50   $    178,745.00
 11   Handicap Ramps                                                    18   EA     $     1,000.00   $     18,000.00
 12   Street Monuments                                                  11   EA     $       300.00   $      3,300.00
 13   Signing & Striping Budget                                      4,920   LF     $        10.00   $     49,200.00
 14   Street Barricade                                                   7   EA     $     1,000.00   $      7,000.00

                                                       Subtotal                                      $   1,072,211.00

      DRAINAGE IMPROVEMENTS
 15   Type A Inlet                                                      10   EA     $     2,500.00   $     25,000.00
 16   Type A Inlet w/Type I Manhole Base                                15   EA     $     3,000.00   $     45,000.00
 17   Type A Inlet w/Type II Manhole Base                                3   EA     $     4,000.00   $     12,000.00
 18   Type A Inlet w/Type III Manhole Base                              10   EA     $     5,500.00   $     55,000.00
 19   Type C Inlet                                                       1   EA     $     2,000.00   $      2,000.00
 20   Type C Inlet w/Type I Manhole Base                                 2   EA     $     2,500.00   $      5,000.00
 21   Type I Manhole Base                                                1   EA     $     3,000.00   $      3,000.00
 22   Type II Manhole Base                                               1   EA     $     4,000.00   $      4,000.00
 23   18" RCP                                                          754   LF     $        36.00   $     27,144.00
 24   24" RCP                                                          917   LF     $        48.00   $     44,016.00
 25   30" RCP                                                          566   LF     $        60.00   $     33,960.00
 26   42" RCP                                                        1,065   LF     $        84.00   $     89,460.00
 27   72" RCP                                                        1,965   LF     $       144.00   $    282,960.00

                                                       Subtotal                                      $    628,540.00




2006 Preliminary Engineer's Report 09may06.xls                                                                      15
                                         EXHIBIT C
                      2. GARIN PARKWAY ON-SITE IMPROVEMENTS (TSM 8548)
Item Description                                                    Quantity   Unit       Unit Price          Amount

      SANITARY SEWER
 28   Manholes                                                             4   EA     $     2,500.00   $     10,000.00
 29   10" Sanitary Sewer                                                 590   LF     $        40.00   $     23,600.00
 30   15" Sanitary Sewer                                                  70   LF     $        50.00   $      3,500.00
 31   Storm Drain Crossing Structure                                       1   EA     $    10,000.00   $     10,000.00

                                                         Subtotal                                      $     47,100.00

      WATER IMPROVEMENTS
 32   8" Water (including all appurtenances)                           1,382   LF     $        30.00   $     41,460.00
 33   16" Water (including all appurtenances)                          2,754   LF     $        65.00   $    179,010.00
 34   20" Water (including all appurtenances)                            989   LF     $       100.00   $     98,900.00
 35   Fire Hydrants                                                       13   EA     $     3,500.00   $     45,500.00
 36   Water Service (Lot 114 and Park Parcel A)                            2   EA     $       800.00   $      1,600.00
 37   Water Meter                                                          2   EA     $       250.00   $        500.00
 38   Connect to Existing 20" Water at Jennifer Street                     1   EA     $     2,000.00   $      2,000.00

                                                         Subtotal                                      $    368,970.00

      NON POTABLE WATER
 39   8" Non-Potable Water (including all appurtenances)               1,232   LF     $        30.00   $     36,960.00
 40   Irrigation Sleeves                                                   1   EA     $     1,500.00   $      1,500.00
 41   Irrigation Services                                                  1   EA     $       400.00   $        400.00
 42   Irrigation Meters                                                  720   LF     $         4.00   $      2,880.00
 43   Connect to Ex 20" NPW                                                1   EA     $     2,000.00   $      2,000.00

                                                         Subtotal                                      $     43,740.00

    ELECTRICAL
 44 Electrolier                                                           35   EA     $     3,500.00   $    122,500.00
 45 Fiber Optics System, Street Light Conduit &                        4,920   LF     $        30.00   $    147,600.00
         Traffic Signal Interconnect

                                                         Subtotal                                      $    270,100.00
    MISCELLANEOUS
 46 Parkway Landscaping & Irrigation                                 140,130   SF     $         5.00   $    700,650.00
 47 Decorative Paving                                                  3,000   SF     $         8.00   $     24,000.00

                                                         Subtotal                                      $    724,650.00

                                 TOTAL CONSTRUCTION COST                                               $   3,310,877.00



                  TSM 8548 DEVELOPER CONTRIBUTION                                                      $    1,222,127

                           SUBTOTAL ASSESSMENT COST                                                    $    2,088,750




2006 Preliminary Engineer's Report 09may06.xls                                                                        16
                                        EXHIBIT C
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                                3. SUNSET ROAD (TSM 8548)
Item Description                                              Quantity    Unit       Unit Price        Amount

      SUNSET ROAD

      STREET IMPROVEMENTS
 1    Sawcut 1' Existing AC Pavement                             2,400     LF    $         1.00   $     2,400.00
 2    5" AC Paving                                              26,110     SF    $         1.25   $    32,637.50
 3    18.5" Aggregate Base                                      29,710     SF    $         1.48   $    43,970.80
 4    2" AC Overlay                                             33,434     SF    $         0.88   $    29,421.92
 5    Pavement Sealant (Fog)                                     2,400     SF    $         0.05   $       120.00
 6    Valley Gutter                                                 -      SF    $         3.00   $          -
 7    Median Curb*                                                  -      LF    $        12.00   $          -
 8    5' Sidewalk*                                                  -      SF    $         2.85   $          -
 9    Curb & Median Subsurface Drains (ST-24)                    2,310     LF    $         8.00   $    18,480.00
 10   Under Sidewalk Drain (Sched. 40 PVC)                          -      EA    $        20.00   $          -
 11   AC Berm                                                       -      LF    $         5.00   $          -
 12   Handicap Ramp* (@ Relocated Park Entrance)                      2    EA    $       100.00   $       200.00
 13   Driveway Approach                                             -      SF    $         3.00   $          -
 14   Driveway Approach (Commercial)                                -      SF    $         4.00   $          -
 15   Striping*                                                  4,350     LF    $         1.00   $     4,350.00
 16   Joint Trench with Fiber Optic                                 -      LF    $        25.00   $          -
 17   Barricade (Metal: ST 12)                                      -      LF    $        35.00   $          -
 18   Street Trees                                                  -      EA    $        90.00   $          -
 19   Signs*                                                        0.3   MILE   $     8,100.00   $     2,224.43
 20   Curb & Gutter*                                             2,310     LF    $        12.00   $    27,720.00
 21   Survey Monuments                                                1    EA    $       300.00   $       300.00
 22   Lot Corners                                                   -      EA    $       160.00   $          -
 23   Geofabric*                                                26,110     SF    $         0.20   $     5,222.00
 24   At-Grade RR Crossing*                                         -      EA    $   175,000.00   $          -
 25   Retaining Wall                                                -      SF    $        15.00   $          -
 26   Chain Link Fence                                              -      LF    $        12.50   $          -
 27   Thermoplastic Pavement Markings                              500     SF    $         0.50   $       250.00
 28   Canal Removal                                                 -      LF    $       100.00   $          -
 29   2" x 6" Redwood Header                                       500     LF    $         6.00   $     3,000.00
 30   AC Berm Removal                                               -      LF    $         3.00   $          -
 31   AC Removal*                                                1,980     LF    $         1.50   $     2,970.00
 32   Sidewalk Removal                                              -      SF    $         1.00   $          -
 33   Curb & Gutter Removal                                         -      LF    $         3.00   $          -
 34   AC Dike                                                      280     SF    $         6.00   $     1,680.00

                                                   Subtotal                                       $   174,946.65

      DRAINAGE IMPROVEMENTS
 35   18" RCP                                                      265    LF     $        45.00   $    11,925.00
 36   Type A & C Inlets                                               2   EA     $     1,400.00   $     2,800.00
 37   Type B, D & E Inlets                                          -     EA     $     1,800.00   $          -
 38   SD Manhole Type I                                             -     EA     $     1,600.00   $          -
 39   SD Manhole Type II                                            -     EA     $     2,600.00   $          -
 40   SD Manhole Type III                                           -     EA     $     4,000.00   $          -
 41   Christy V9 Drain Box                                          -     EA     $       200.00   $          -
 42   B-58 Concrete Ditch                                           -     LF     $        25.00   $          -
2006 Preliminary Engineer's Report 09may06.xls                                                                 17
                                                        EXHIBIT C
                                                3. SUNSET ROAD (TSM 8548)
Item Description                                                      Quantity     Unit       Unit Price        Amount

      DRAINAGE IMPROVEMENTS (continued)
 43   Concrete Structure                                                   -       CY     $       450.00   $          -
 44   Adjust MH to Grade                                                   -       EA     $       400.00   $          -
 45   Connect to Existing Storm Drain                                          1   EA     $     2,000.00   $     2,000.00
 46   Rip Rap                                                              -       CY     $        60.00   $          -
 47   Grouted Rip Rap                                                      -       CY     $        80.00   $          -
 48   Earth Ditch                                                          -       LF     $        12.00   $          -

                                                           Subtotal                                        $    16,725.00

      WATER IMPROVEMENTS
 49   Fire Hydrant                                                             2   EA     $     2,500.00   $     5,000.00
 50   Connect to Existing Water                                                2   EA     $     1,000.00   $     2,000.00
 51   4" PVC Sleeves                                                       -       LF     $        12.00   $          -
 52   Adjust Water Valve to Grade                                          -       EA     $       200.00   $          -
 53   Cathodic Protection (includes fire hydrant valves)                       1   LS     $     5,000.00   $     5,000.00

                                                           Subtotal                                        $    12,000.00

      ELECTRICAL
 54   Traffic Signal 4 way / 4 phase                                       -       EA     $   120,000.00   $          -
 55   Traffic Signal 4 way / 8 phase*                                          1   EA     $   200,000.00   $   200,000.00
 56   Decorative Streetlight                                               -       EA     $     2,000.00   $          -
 57   Electrolier (Residential Collector) *                                -       EA     $     1,500.00   $          -
 58   Electrolier (Industrial / Commercial) *                              10      EA     $     2,000.00   $    19,333.33
 59   Underground PMH4                                                     -       EA     $    50,000.00   $          -
 60   Services (Underground) Conversion                                    -       EA     $     4,500.00   $          -
 61   Elec. Duct Bank*                                                     -       EA     $         6.00   $          -
 62   Elec. Control Box*                                                   -       EA     $     5,000.00   $          -
 63   Electrolier Pull Box                                                 10      EA     $        85.00   $       821.67

                                                           Subtotal                                        $   220,155.00

      MISCELLANEOUS
 64   Mobilization                                                             1   LS     $    10,000.00   $    10,000.00
 65   Winterization                                                            1   LS     $    10,000.00   $    10,000.00
 66   Adjust Existing Sewer Manhole to Grade                                   3   EA     $     1,000.00   $     3,000.00
 67   Relocated Existing Streetlight                                           1   EA     $     5,000.00   $     5,000.00

                                                           Subtotal                                        $    28,000.00

                              SUBTOTAL CONSTRUCTION COST                                                   $   451,826.65

                                                10% CONTINGENCY                                            $      45,183

                                                           TOTAL                                           $    497,009

                   TSM 8548 DEVELOPER CONTRIBUTION                                                         $    497,009

                             SUBTOTAL ASSESSMENT COST                                                      $         -


      Notes: * denotes blue book cost
2006 Preliminary Engineer's Report 09may06.xls                                                                           18
                                   EXHIBIT C
                        ASSESSMENT DISTRICT NO. 2006-1
            CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                    ENGINEER'S PRELIMINARY COST ESTIMATE
   4A. LONE TREE WAY - OFF-SITE IMPROVEMENTS (PROJECT FRONTAGE) (TSM 8954)
 Item   Description                                                         Quantity     Unit         Price                Amount

        STREET IMPROVEMENTS
        Lone Tree Way - Project Frontage - 405 LF
        Assume: 28' existing pavement to remain and be overlaid as necessary; 26' of pavement widening to the south;
        curb, gutter & 5' sidewalk south side; 25' parkway landscaping south side
  1     Clearing & Grubbing (including existing ditch removal)                       1   LS      $    20,000.00        $      20,000.00
  2     Sawcut Existing Pavement                                                   405   LF      $         4.00        $       1,620.00
  3     Grading (3' x 26' x 405' / 27)                                           1,170   CY      $        20.00        $      23,400.00
  4     Grading to Property Line (56' x 405')                                   22,680   SF      $         0.50        $      11,340.00
  5     5" AC Paving (24.5' x 405')                                              9,923   SF      $         2.00        $      19,845.00
  6     21" Aggregate Base (24.5' x 405')                                        9,923   SF      $         2.62        $      25,996.95
  7     Subgrade Fabric (26' x 405')                                            10,530   SF      $         0.30        $       3,159.00
  8     Overlay Existing Pavement (28' x 405')                                  11,340   SF      $         2.50        $      28,350.00
  9     Fogseal (New Pavement + Overlay Section)                                21,263   SF      $         0.03        $         637.88
  10    Curb & Gutter with Cushion and Subdrain                                    405   LF      $        20.00        $       8,100.00
  11    5' Sidewalk with Cushion                                                 2,025   SF      $         4.00        $       8,100.00
  12    Handicap Ramps                                                               2   EA      $     1,000.00        $       2,000.00
  13    Street Signs                                                                 2   EA      $       250.00        $         500.00
  14    Street Monuments                                                             1   EA      $       300.00        $         300.00
  15    Striping                                                                   405   LF      $        10.00        $       4,050.00
  16    Traffic Signs                                                                5   EA      $       250.00        $       1,250.00
  17    Traffic Control                                                            405   LF      $        50.00        $      20,250.00
  18    Construction Sequencing                                                    405   LF      $        50.00        $      20,250.00
  19    Parkway Landscaping & Irrigation                                        10,125   SF      $         5.00        $      50,625.00

                                                               Subtotal                                                $     249,773.83

        STORM DRAIN
  20    Remove and Replace Type A/C Inlet                                            1   EA      $     5,000.00        $       5,000.00
  21    Remove Existing Inlet/Plug Inlet or Convert to Manhole                       1   EA      $     5,000.00        $       5,000.00
  22    Adjust Manhole Rims to Grade                                                 2   EA      $     2,000.00        $       4,000.00
  23    Manhole on Existing 60" SD                                                   1   EA      $    10,000.00        $      10,000.00
  24    Type C Inlet                                                                 1   EA      $     2,000.00        $       2,000.00
  25    30" RCP                                                                     65   LF      $       100.00        $       6,500.00
  26    18" RCP                                                                     70   LF      $        50.00        $       3,500.00

                                                               Subtotal                                                $      36,000.00




2006 Preliminary Engineer's Report 09may06.xls                                                                                       19
                                   EXHIBIT C
   4A. LONE TREE WAY - OFF-SITE IMPROVEMENTS (PROJECT FRONTAGE) (TSM 8954)

Item    Description                                               Quantity   Unit       Unit Price             Amount

        SANITARY SEWER
  27    Adjust Manholes Rims to Grade                                   2    EA     $     2,000.00    $         4,000.00
  28    8" PVC (SDR - 35)                                              60    LF     $        50.00    $         3,000.00
  29    Manhole on Existing 12"SS                                       1    EA     $     7,500.00    $         7,500.00

                                                       Subtotal                                       $        14,500.00

        WATER
  30    Relocate Fire Hydrants                                          0    EA     $          -      $              -
  31    Non-Potable Water                                               0    LF     $          -      $              -
  32    12" PVC (Including Appurtenances)                              80    LF     $       100.00    $         8,000.00
  33    Fire Hydrants                                                   1    EA     $     5,000.00    $         5,000.00
  34    Connect to Existing 18"W                                        1    EA     $     5,000.00    $         5,000.00

                                                       Subtotal                                       $        18,000.00

        ELECTRICAL
  35    Relocate Overhead Electric (60kv North Side)                     0   LF                      N.I.C.
  36    Underground Overhead Telephone (South Side)                    405   LF     $       250.00    $       101,250.00
  37    Electrolier                                                      3   EA     $     3,000.00    $         9,000.00

                                                       Subtotal                                       $       110,250.00

        MISCELLANEOUS
  38    Soundwalls                                                      0    LF                      N.I.C.
  39    Wrought Iron Fence                                              0    LF                      N.I.C.

                                                       Subtotal                                       $              -

                SUB TOTAL LONE TREE WAY FRONTAGE                                                      $         428,524

                  TSM 8954 DEVELOPER CONTRIBUTION                                                     $             -

                           SUBTOTAL ASSESSMENT COST                                                   $        428,524


        Estimate source: CBG dated November 21, 2005




2006 Preliminary Engineer's Report 09may06.xls                                                                           20
                                         EXHIBIT C
                               ASSESSMENT DISTRICT NO. 2006-1
                   CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                           ENGINEER'S PRELIMINARY COST ESTIMATE
                    4B. LONE TREE WAY - OFF-SITE IMPROVEMENTS (TSM 8954)
                                                                                                            Unit
 Item   Description                                                            Quantity       Unit          Price                Amount

        McGuire Frontage (175 LF) & Transition to West (275 LF) - TOTAL - 450 LF
        STREET IMPROVEMENTS
        Assume: 28' existing pavement to remain and be overlaid as necessary; Across McGuire Frontage : 26' of pavement
        widening to the south; curb, gutter & 5' sidewalk south side; 25' parkway landscaping south side.
        West of McGuire: Widening as necessary for pavement transition, no sidewalk, no landscaping.
  1     Sawcut Existing Pavement                                                      450      LF      $         4.00    $           1,800.00
  2     Clear, Grub & Demo Ex Imp's & Ditch on Ex Properties                            1      LS      $    20,000.00    $          20,000.00
              (McGuire & Last Properties)
  3     Grading (3' x 26' x 175' / 27) + (3' x 3,740 sf / 27)                        920      CY       $        20.00    $          18,400.00
  4     Grading to Property Line (56' x 175') + 3,740 sf (Transition)             13,540      SF       $         0.50    $           6,770.00
  5     5" AC Paving (24.5' x 175') + 3,740 sf                                     8,028      SF       $         2.00    $          16,055.00
  6     21" Aggregate Base (24.5' x 175') + 3,740 sf                               8,028      SF       $         2.62    $          21,032.05
  7     Subgrade Fabric (26' x 175') + 3,740 sf                                    8,290      SF       $         0.30    $           2,487.00
  8     Overlay Existing Pavement (28' x 450')                                    12,600      SF       $         2.50    $          31,500.00
  9     Fogseal (New Pavement + Overlay Section)                                  20,628      SF       $         0.03    $             618.83
  10    Curb & Gutter with Cushion and Subdrain                                      175      LF       $        20.00    $           3,500.00
  11    5' Sidewalk with Cushion (South side)                                        875      SF       $         4.00    $           3,500.00
  12    Street Signs                                                                   1      EA       $       250.00    $             250.00
  13    Street Monuments                                                               1      EA       $       300.00    $             300.00
  14    Striping                                                                     450      LF       $        10.00    $           4,500.00
  15    Traffic Signs                                                                  5      EA       $       250.00    $           1,250.00
  16    Traffic Control                                                              450      LF       $        50.00    $          22,500.00
  17    Construction Sequencing                                                      450      LF       $        50.00    $          22,500.00
  18    Parkway Landscaping & Irrigation (175' x 25')                              4,375      SF       $         5.00    $          21,875.00
  19    Right of Way Acquisition (McGuire) Approx = 70' x 197'                    13,825      SF       $          -      $         115,923.37
  20    Temporary Construction Easements                                                      SF                        N.I.C.
  21    Conform to Existing Driveways                                                   3     EA       $     5,000.00    $          15,000.00
  22    Miscellaneous Improvements to Existing Prop's                                   2     EA       $    10,000.00    $          20,000.00
  23    Miscellaneous Transition Improvements to the West                               1     LS       $    25,000.00    $          25,000.00
  24    Intersection Modification (@ Tilton Lane)                                       1     LS       $    25,000.00    $          25,000.00

                                                                 Subtotal                                                $         399,761.25

        STORM DRAIN
  25    Remove and Replace Type C Inlet                                                 1     EA       $    10,000.00    $          10,000.00
  26    Adjust Manhole Rims to Grade                                                    1     EA       $     2,000.00    $           2,000.00
  27    Regrade Ditch                                                                 275     LF       $        10.00    $           2,750.00

                                                                 Subtotal                                                $          14,750.00




2006 Preliminary Engineer's Report 09may06.xls                                                                                             21
                                           EXHIBIT C
                      4B. LONE TREE WAY - OFF-SITE IMPROVEMENTS (TSM 8954)

Item    Description                                                          Quantity       Unit         Unit Price                  Amount

        SANITARY SEWER
  28    Adjust Manholes Rims to Grade                                                  1     EA      $       2,000.00       $         2,000.00

                                                                Subtotal                                                    $         2,000.00

        WATER
  29    Relocate Fire Hydrants                                                         0     EA      $       5,000.00       $              -
  30    Fire Hydrant                                                                   0     EA      $       5,000.00       $              -

                                                                Subtotal                                                    $              -



        ELECTRICAL
  31    Relocate Overhead Electric (60kv North Side)                                         LF                            N.I.C.
  32    Underground Overhead Telephone (South Side)                                 175      LF      $        250.00        $        43,750.00
  33    Existing Pole to be Relocated (South Side)                                    3      EA      $     10,000.00        $        30,000.00
  34    Reset Service Poles to Existing Properties                                    1      EA      $      5,000.00        $         5,000.00
  35    Electrolier                                                                   1      EA      $      3,000.00        $         3,000.00

                                                                Subtotal                                                    $        81,750.00

        MISCELLANEOUS
  36    Soundwalls                                                                     0     LF                            N.I.C.

                                                                Subtotal                                                    $              -

                                         Subtotal McGuire Frontage & Transition to West                                     $       498,261.25

        Angeles Frontage to Adams Lane (560 LF) & Transition to the East (307 LF) - Total - 867 LF
       Assume: 28' existing pavement to remain and be overlaid as necessary; Angeles Frontage (215 LF ):
       26' of pavement widening to the south; curb, gutter & 5' sidewalk south side; 25' parkway landscaping south side.
       From Angeles east boundary to Adams Lane (345 LF): 26' of pavement widening to the south; curb, gutter & 5' sidewalk
       south side; 5' landscaping south side. 5' AC Sidewalk on north side from Flood Control Channel to Adams Lane
       East of Adams Lane: Widening as necessary for pavement transition, no sidewalk, no landscaping.
        STREET IMPROVEMENTS
  37    Sawcut Existing Pavement                                                    867      LF      $          4.00        $         3,468.00
  38    Clear, Grub & Demo Ex Imp's & Ditch on Ex Properties                          1      LS      $     30,000.00        $        30,000.00
  39    Grading (3' x 26' x 560' / 27) + (3' x 2,320 sf / 27)                     1,880      CY      $         20.00        $        37,600.00
  40    Grading to Property Line (56' x 215) + (41' x 345) +                     28,505      SF      $          0.50
        2,320 sf (Transition)                                                                                               $        14,252.50
  41    5" AC Paving (24.5' x 560') + 2,320 sf                                  16,040       SF      $           2.00       $        32,080.00
  42    21" Aggregate Base (24.5' x 560') + 2,320 sf                            16,040       SF      $           2.62       $        42,024.80
  43    Subgrade Fabric (26' x 560') + 2,320 sf                                 16,880       SF      $           0.30       $         5,064.00
  44    Overlay Existing Pavement (28' x 867')                                  24,276       SF      $           2.50       $        60,690.00
  45    Fogseal (New Pavement + Overlay Section)                                40,316       SF      $           0.03       $         1,209.48
  46    Curb & Gutter with Cushion and Subdrain                                    450       LF      $          20.00       $         9,000.00
  47    5' Sidewalk with Cushion (South Side)                                    2,250       SF      $           4.00       $         9,000.00
  48    5' AC Sidewalk (285' x 5') (North Side)                                  1,425       SF      $           5.00       $         7,125.00




2006 Preliminary Engineer's Report 09may06.xls                                                                                                 22
                                         EXHIBIT C
                    4B. LONE TREE WAY - OFF-SITE IMPROVEMENTS (TSM 8954)

Item    Description                                                    Quantity   Unit       Unit Price          Amount

        STREET IMPROVEMENTS (continued)
  49    AC Dike adjacent to AC Sidewalk                                     285   LF     $         4.00 $         1,140.00
  50    Handicap Ramps                                                        0   EA     $     1,000.00 $              -
  51    Street Signs                                                          2   EA     $       250.00 $           500.00
  52    Street Monuments                                                      1   EA     $       300.00 $           300.00
  53    Striping                                                            660   LF     $        10.00 $         6,600.00
  54    Traffic Signs                                                         5   EA     $       250.00 $         1,250.00
  55    Traffic Control                                                     660   LF     $        50.00 $        33,000.00
  56    Construction Sequencing                                             660   LF     $        50.00 $        33,000.00
  57    Parkway Landscaping & Irrigation (215' x 25') + (225' x 5')       6,500   SF     $         5.00 $        32,500.00
  58    Conform to Existing Driveways                                         4   EA     $     5,000.00 $        20,000.00
  59    Miscellaneous Improvements to Existing Prop's                         5   EA     $    10,000.00 $        50,000.00
  60    Right of Way Acquisition (Angeles) Approx = 70' x 155'           10,745   SF     $          -   $       100,025.00
  61    Right of Way Acquisition (Maharaj) (Approx 35'x123')              4,308   SF     $         5.00 $        21,540.00
  62    Right of Way Acquisition (Jones) (Approx 30'x97')                 2,910   SF     $         5.00 $        14,550.00
  63    Right of Way Acquisition (Sutter, Shaver, CCCFC)                      0   SF                   N.I.C.
  64    Right of Way Acquisition (Hurtado) for AC Sidewalk on north           1   LS     $    25,000.00 $        25,000.00
  65    Miscellaneous Transition Improvements to the East                     1   LS     $    25,000.00 $        25,000.00
  66    Transition to the North                                               1   LS                   N.I.C.

                                                            Subtotal                                      $     615,918.78

        STORM DRAIN
  67    Remove and Replace Grate Inlet on Flood Control Culvert               1   EA     $    10,000.00   $      10,000.00
        with Manhole Top
  68    Adjust Manhole Rims to Grade                                         1    EA     $     2,000.00   $       2,000.00
  69    Type A Inlet on Existing 60" SD                                      1    EA     $    10,000.00   $      10,000.00

                                                            Subtotal                                      $      22,000.00

        SANITARY SEWER
  70    Adjust Manholes Rims to Grade                                        3    EA     $     2,000.00   $       6,000.00

                                                            Subtotal                                      $       6,000.00

        WATER
  71    Relocate Fire Hydrants                                               0    EA     $     5,000.00   $            -
  72    Fire Hydrant                                                         0    EA     $     5,000.00   $            -

                                                            Subtotal                                      $            -




2006 Preliminary Engineer's Report 09may06.xls                                                                             23
                                          EXHIBIT C
                     4B. LONE TREE WAY - OFF-SITE IMPROVEMENTS (TSM 8954)

Item    Description                                                           Quantity        Unit          Unit Price              Amount

        ELECTRICAL
  73    Relocate Overhead Electric (60kv North Side)                                    0      LF                         N.I.C.
  74    Underground Overhead Telephone (South Side)                                   560      LF       $       250.00     $       140,000.00
  75    Existing Pole to be Relocated (South Side)                                      1      EA       $    10,000.00     $        10,000.00
  76    Reset Service Poles to Existing Properties                                      4      EA       $     5,000.00     $        20,000.00
  77    Electrolier                                                                     3      EA       $     3,000.00     $         9,000.00

                                                                 Subtotal                                                   $      179,000.00

        MISCELLANEOUS
  78    Box Culvert Modification @ Flood Control Channel                                 0     LS                      N.I.C.
  79    Soundwalls                                                                       0     LF                      N.I.C.
  80    Flood Control Access Driveway and Gates                                          1     LS       $      2,500.00 $            2,500.00

                                                                 Subtotal                                                   $        2,500.00

                   Subtotal Angeles Frontage to Adams Lane & Transition to the East                                         $      825,418.78

                           SUBTOTAL LONE TREE WAY OFFSITE                                                                   $       1,323,680

                     TSM 8954 DEVELOPER CONTRIBUTION                                                                        $       661,864

                              SUBTOTAL ASSESSMENT COST                                                                      $       661,816


       Notes:
       1. Connection of and/or provisions for water and sewer service to existing residences is not included in this estimate.


       Estimate source: CBG dated March 22, 2006




2006 Preliminary Engineer's Report 09may06.xls                                                                                             24
                                       EXHIBIT C
                           ASSESSMENT DISTRICT NO. 2006-1
               CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                       ENGINEER'S PRELIMINARY COST ESTIMATE
        4C. LONE TREE WAY - OFF-SITE IMPROVEMENTS (TRAFFIC SIGNAL) (TSM 8954)
                                                                                         Unit
 Item    Description                                               Quantity   Unit       Price            Amount

         ELECTRICAL
   1     Traffic Signal                                                   1   EA     $   200,000.00   $     200,000.00

                                                        Subtotal                                      $     200,000.00

                                    SUBTOTAL TRAFFIC SIGNAL                                           $     200,000.00

                    TSM 8954 DEVELOPER CONTRIBUTION                                                   $      100,000

                                  TOTAL ASSESSMENT COST                                               $      100,000


         Estimate source: CBG dated November 21, 2005



                  TOTAL DEVELOPER CONTRIBUTION (4A + 4B + 4C)                                         $      761,864

                            TOTAL ASSESSMENT COST (4A + 4B + 4C)                                      $     1,190,340




2006 Preliminary Engineer's Report 09may06.xls                                                                      25
                                             EXHIBIT C
                                   ASSESSMENT DISTRICT NO. 2006-1
                      CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                              ENGINEER'S PRELIMINARY COST ESTIMATE
                         4D. LONE TREE WAY - DR 05-29 FRONTAGE OBLIGATION


Additional Fees for ROW, Road, Sewer and Water Improvements installed by City

Developer Responsibility for Lone Tree Way

2006 Fee Program
Lone Tree Way Frontage                        403.37 LF

Roads         $   350.00   per LF                    $    141,179.50
Sewer         $    61.17   per LF        divided/2   $     12,337.07
Water         $    71.40   per LF        divided/2   $     14,400.31
Jt Trench     $   250.00   per LF        divided/2   $     50,421.25
                                                     $    218,338.13
ROW Purchased from Albers                            $     98,653.00
           Responsibility                            $    316,991.13

Minus what they will install
             L&I Parkway 5 Ft X 403.37LF = 2,016.85 SF                 $5.00/SF    $   10,084.25
Sidewalk     5 Ft X 403.37 = 2016.85 SF                                $3.50/SF    $    7,058.98
AB under Sidewalk = 2016.85 SF                                         $0.35/SF    $      705.90

Curb & Gutter 403.37 LF                                                $24.00/LF   $    9,680.88
Deduct what they will construct - minus -            $     27,530.00

Due to City for Lone Tree Way                        $    289,461.13

         TSM 8954 DEVELOPER CONTRIBUTION $                 25,237.13


                      TOTAL ASSESSMENT COST $             264,224.00




    2006 Preliminary Engineer's Report 09may06.xls                                                 26
                                        EXHIBIT C
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                          ENGINEER'S PRELIMINARY COST ESTIMATE
                 5A. ADAMS LANE NORTH - OFF-SITE IMPROVEMENTS (TSM 8954)
                                                                                                         Unit
 Item   Description                                                         Quantity      Unit           Price                Amount

        STREET IMPROVEMENTS
        Adams Lane - From North Flood Control Bndry to Lone Tree Way (60' R/W) - 938 LF
        Assume: 40' of pavement; curb and gutter both sides; 5' sidewalk west side; no landscaping
  1     Clearing & Grubbing                                                         1      LS        $   10,000.00    $          10,000.00
  2     Grading (3' x 40' x 938' / 27)                                          4,170      CY        $       12.00    $          50,040.00
  3     Grading to Property Line (60' x 938')                                  56,280      SF        $        0.50    $          28,140.00
  4     4" AC Paving (37' x 938')                                              34,706      SF        $        1.60    $          55,529.60
  5     14" Aggregate Base (37' x 938')                                        34,706      SF        $        1.75    $          60,735.50
  6     Subgrade Fabric (40' x 938')                                           37,520      SF        $        0.20    $           7,504.00
  7     Fogseal                                                                34,706      SF        $        0.03    $           1,041.18
  8     Curb & Gutter with Cushion & Subdrain                                   1,835      LF        $       20.00    $          36,700.00
  9     5' Sidewalk with Cushion                                                3,670      SF        $        3.50    $          12,845.00
  10    Handicap Ramps                                                              1      EA        $    1,000.00    $           1,000.00
  11    Conform to Existing Driveways                                               2      EA        $    3,000.00    $           6,000.00
  12    Miscellaneous Improvements to Existing Properties                           3      EA        $   20,000.00    $          60,000.00
  13    Signs & Striping                                                          938      LF        $        5.00    $           4,690.00
  14    Street Monuments                                                            1      EA        $      300.00    $             300.00
  15    Traffic Control for Ex Properties adj to Adams Lane                       935      LF        $       10.00    $           9,350.00
  16    Right of Way Acquisition (Shaver - 60' x 885')                         53,100      SF                        N.I.C.
  17    Temporary Construction Easements (Shaver - 20'x 885')                  17,700      SF                        N.I.C.

                                        Subtotal Street Improvements                                                  $         343,875.28

        STORM DRAIN
  18    18" RCP                                                                    368     LF        $       36.00    $          13,248.00
  19    24" RCP                                                                    462     LF        $       48.00    $          22,176.00
  20    Type A/C Inlets Openings                                                     6     EA        $    2,500.00    $          15,000.00
  21    Manholes                                                                     0     EA        $    3,000.00    $                -
  22    Outfall into Box Culvert (See Flood Control Channel Crossing -               1     LS
                                                                                                                     N.I.C.
        Adams Lane North Estimate)


                                                  Subtotal Storm Drain                                                $          50,424.00




2006 Preliminary Engineer's Report 09may06.xls                                                                                          27
                                         EXHIBIT C
                  5A. ADAMS LANE NORTH - OFF-SITE IMPROVEMENTS (TSM 8954)

                                                                                                    Unit
  Item   Description                                                      Quantity    Unit          Price                Amount

         SANITARY SEWER
   23    8" PVC (SDR - 35)                                                     800     LF      $        35.00    $          28,000.00
   24    Connect to Existing                                                     1     EA      $     2,000.00    $           2,000.00
   25    Manholes                                                                3     EA      $     2,500.00    $           7,500.00
   26    Laterals for Existing Properties                                        8     EA      $     1,000.00    $           8,000.00
   27    Remove Existing Septic and Hook Up Ex Houses                            2     EA                       N.I.C.

                                             Subtotal Sanitary Sewer                                             $          45,500.00

         WATER
   28    8/12" PVC (Including Appurtenances)                                   800     LF      $        50.00    $          40,000.00
   29    Connect to Existing                                                     1     EA      $     2,000.00    $           2,000.00
   30    Fire Hydrants (Assume 1 every 500')                                     2     EA      $     3,500.00    $           7,000.00
   31    Laterals to Existing Houses                                             8     EA      $     1,000.00    $           8,000.00
   32    Remove Existing Well and Hook Up Ex Houses                              2     EA                       N.I.C.

                                                       Subtotal Water                                            $          57,000.00

         ELECTRICAL
   33    Relocate Overhead Electric                                               0    EA      $    10,000.00    $                -
   34    Electrolier Including Trench (Assume 1 every 150')                       6    EA      $     3,500.00    $          21,000.00

                                                    Subtotal Electrical                                          $          21,000.00


                 SUBTOTAL ADAMS LANE (NORTH OFF-SITE) CONSTRUCTION COST                                          $         517,800.00

Notes:
1. Landscape and Irrigation in the Parkway is not included in this estimate.
2. Connection of water and sewer service to existing residences is not included in this estimate.



                     TSM 8954 DEVELOPER CONTRIBUTION                                                             $          258,900

                              SUBTOTAL ASSESSMENT COST                                                           $          258,900




2006 Preliminary Engineer's Report 09may06.xls                                                                                     28
                                  EXHIBIT C
                      ASSESSMENT DISTRICT NO. 2006-1
          CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                  ENGINEER'S PRELIMINARY COST ESTIMATE
  5B. ADAMS LANE NORTH - OFF-SITE IMPROVEMENTS - FLOOD CONTROL (TSM 8954)
                                                                                                       Unit
 Item   Description                                                         Quantity        Unit       Price                 Amount

        STREET IMPROVEMENTS
        Adams Lane - North Bndry to Shaver South Boundary (52' R/W) - 79+/- LF
        Assume: 40' of pavement; curb & gutter both sides; 6' sidewalk both sides
  1     Grading (5' x 40' x 79' / 27)                                                 600   CY     $        12.00    $           7,200.00
  2     Grading to Property Line (52' x 79')                                        4,108   SF     $         0.50    $           2,054.00
  3     4" AC Paving (37' x 79)                                                     2,923   SF     $         1.60    $           4,676.80
  4     14" Aggregate Base (37' x 79)                                               2,923   SF     $         1.75    $           5,115.25
  5     Subgrade Fabric (40' x 79')                                                 3,160   SF     $         0.20    $             632.00
  6     Fogseal                                                                     2,923   SF     $         0.03    $              87.69
  7     Curb & Gutter with Cushion and Subdrain                                       158   LF     $        20.00    $           3,160.00
  8     6' Sidewalk with Cushion                                                      948   SF     $         3.50    $           3,318.00
  9     Street Signs                                                                    1   EA     $       250.00    $             250.00
  10    Striping                                                                        1   LS     $     1,500.00    $           1,500.00
  11    Traffic Signs                                                                   2   EA     $       250.00    $             500.00
  12    Parkway Landscaping & Irrigation                                                0   SF     $         4.00    $                -
  13    Right of Way Acquisition (Flood Control)                                    4,733   SF     $         5.00    $          23,665.00
  14    Box Culvert including wingwalls, outfall,                                       1   LS     $   250,000.00    $         250,000.00
        type 26 barrier, fencing, etc. (@ Channel)

                                                  Subtotal Street Work                                               $         302,158.74

        STORM DRAIN - INCLUDED IN ITEM 14 ABOVE

        SEWER - NOT INCLUDED

        WATER - NOT INCLUDED

        ELECTRICAL
  15    Joint Trench                                                                  79    LF                      N.I.C.
  16    Electrolier (Assume 2 every 150')                                              1    EA     $     3,500.00    $           3,500.00

                                                     Subtotal Electrical                                             $           3,500.00

        MISCELLANEOUS
  17    Flood Control Maintenance Road Modification                                    1    LS     $    50,000.00    $          50,000.00
  18    Permitting for Box Culvert                                                     1    LS     $    10,000.00    $          10,000.00

                                                Subtotal Miscellaneous                                               $          60,000.00

                SUBTOTAL ADAMS LANE (NORTH OFF-SITE) CONSTRUCTION COST                                               $         365,700.00



                     TSM 8954 DEVELOPER CONTRIBUTION                                                                 $          182,850

                              SUBTOTAL ASSESSMENT COST                                                               $          182,850




2006 Preliminary Engineer's Report 09may06.xls                                                                                         29
                                         EXHIBIT C
                               ASSESSMENT DISTRICT NO. 2006-1
                   CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                           ENGINEER'S PRELIMINARY COST ESTIMATE
                  5C. ADAMS LANE SOUTH - OFF-SITE IMPROVEMENTS (TSM 8954)
                                                                                                       Unit
 Item   Description                                                         Quantity        Unit       Price            Amount

        STREET IMPROVEMENTS
        Adams Lane - South Bndry to Grant Street (52' R/W) - 200 +/- LF
        EBMUD - 125+/- LF, Flood Control - 40+/- LF, Grant St Conform - 35+/- LF)
        Assume: 40' of pavement; curb & gutter both sides; 6' sidewalk both sides
  1     Grading (5' x 40' x 165' / 27)                                              1,200   CY     $        12.00   $      14,400.00
  2     Grading to Property Line (52' x 165')                                       8,580   SF     $         0.50   $       4,290.00
  3     4" AC Paving (37' x 165)                                                    6,105   SF     $         1.60   $       9,768.00
  4     14" Aggregate Base (37' x 165)                                              6,105   SF     $         1.75   $      10,683.75
  5     Subgrade Fabric (40' x 165)                                                 6,600   SF     $         0.20   $       1,320.00
  6     Grant Street Conform                                                        1,650   SF     $         5.00   $       8,250.00
  7     Fogseal (New Pavement + Grant Street Conform Paving)                        7,755   SF     $         0.03   $         232.65
  8     Curb & Gutter with Cushion and Subdrain                                       390   LF     $        20.00   $       7,800.00
  9     6' Sidewalk with Cushion                                                    2,340   SF     $         3.50   $       8,190.00
  10    Street Signs                                                                    1   EA     $       250.00   $         250.00
  11    Street Monuments                                                                1   EA     $       300.00   $         300.00
  12    Handicap Ramps                                                                  2   EA     $     1,000.00   $       2,000.00
  13    Striping                                                                        1   LS     $     5,000.00   $       5,000.00
  14    Traffic Signs                                                                   2   EA     $       250.00   $         500.00
  15    Parkway Landscaping & Irrigation                                                0   SF     $         4.00   $            -
  16    Right of Way Acquisition (Flood Control)                                    3,073   SF     $         5.00   $      15,365.00
  17    Roadway Easement Acquisition (EBMUD)                                        9,286   SF     $         3.00   $      27,858.00
  18    Box Culvert including wingwalls, type 26 barrier,                               1   LS     $   200,000.00   $     200,000.00
        fencing, etc. (@ Channel)
  19    EBMUD Protective Slab (50' x 40')                                           2,000   SF     $       50.00 $        100,000.00
  20    Intersection Modifications (@ Grant St) Including modifications                 1   LS     $   50,000.00 $         50,000.00
        to existing trail, landscaping & irrigation, fencing and EBMUD
        access
  21    Traffic Signal Modification (@ Grant St)                                       1    LS     $    80,000.00   $      80,000.00

                                                    Subtotal Street Work                                            $     546,207.40

        WATER
  22    12" PVC (Including Appurtenances) sleeved @ EBMUD                            150    LF     $       150.00   $      22,500.00
  23    12" Water (@ CCCFC crossing)                                                  50    LF     $       150.00   $       7,500.00
  24    8" Non-Potable Water Sleeved @ EBMUD                                         150    LF     $       150.00   $      22,500.00
  25    8" Non-Potable Water (@ CCCFC crossing)                                       50    LF     $       150.00   $       7,500.00
  26    Connect to Existing                                                            2    EA     $     5,000.00   $      10,000.00

                                                           Subtotal Water                                           $      70,000.00




2006 Preliminary Engineer's Report 09may06.xls                                                                                    30
                                        EXHIBIT C
                 5C. ADAMS LANE SOUTH - OFF-SITE IMPROVEMENTS (TSM 8954)

                                                                                             Unit
 Item   Description                                                    Quantity   Unit       Price           Amount

        ELECTRICAL
  27    Joint Trench                                                        200   LF     $      110.00   $      22,000.00
  28    Electrolier (Assume 2 every 150')                                     2   EA     $    3,500.00   $       7,000.00

                                                 Subtotal Electrical                                     $      29,000.00

        MISCELLANEOUS
  29    Flood Control Maintenance Road Modification                           1   LS     $   50,000.00   $      50,000.00
  30    EBMUD Fence and Driveway Relocation                                   1   LS     $   50,000.00   $      50,000.00
  31    Adjust Rip Rap and Channel Flowline                                   1   LS     $   50,000.00   $      50,000.00

                                            Subtotal Miscellaneous                                       $     150,000.00

                SUBTOTAL ADAMS LANE (SOUTH OFF-SITE) CONSTRUCTION COST                                   $     795,200.00



                     TSM 8954 DEVELOPER CONTRIBUTION                                                     $      198,800

                              SUBTOTAL ASSESSMENT COST                                                   $      596,400




2006 Preliminary Engineer's Report 09may06.xls                                                                         31
                                        EXHIBIT C
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                          ENGINEER'S PRELIMINARY COST ESTIMATE
                            5D. ADAMS LANE IN-TRACT (TSM 8954)
                                                                                            Unit
 Item   Description                                                   Quantity   Unit       Price           Amount

        STREET IMPROVEMENTS
  1     Grading to Property Line (76' x 1615)                          122,740   SF     $        0.35   $      42,959.00
  2     4" AC Paving (37' x 1615)                                       59,755   SF     $        1.60   $      95,608.00
  3     16" Aggregate Base (40' x 1615)                                 64,600   SF     $        2.00   $     129,200.00
  4     Subgrade Fabric (40' x 1615)                                    64,600   SF     $        0.20   $      12,920.00
  5     Fogseal                                                         59,755   SF     $        0.03   $       1,792.65
  6     Curb & Gutter with Cushion and Subdrain                          3,215   LF     $       18.00   $      57,870.00
  7     5' Sidewalk with Cushion                                        16,075   SF     $        3.50   $      56,262.50
  8     Street Monuments                                                     5   EA     $      300.00   $       1,500.00
  9     Striping                                                         1,615   LF     $        5.00   $       8,075.00
  10    Traffic Signs                                                        4   EA     $      250.00   $       1,000.00
  11    Street Signs                                                         2   EA     $      250.00   $         500.00
  12    Handicap Ramps                                                       8   EA     $    1,000.00   $       8,000.00
  13    Parkway Landscaping & Irrigation (26' x 1615)                   41,990   SF     $        4.00   $     167,960.00

                                               Subtotal Street Work                                     $     583,647.15
        STORM DRAIN
  14    Type A/C Inlets Openings                                             6   EA     $    2,500.00   $      15,000.00
  15    Manholes                                                             4   EA     $    3,000.00   $      12,000.00
  16    18" RCP                                                            408   LF     $       36.00   $      14,688.00
  17    30" RCP                                                            100   LF     $       60.00   $       6,000.00
  18    42" RCP                                                            236   LF     $       84.00   $      19,824.00

                                               Subtotal Storm Drain                                     $      67,512.00

        SANITARY SEWER
  19    8" PVC (SDR - 35)                                                  100   LF     $       35.00   $       3,500.00

                                            Subtotal Sanitary Sewer                                     $       3,500.00

        WATER
  20    8" PVC (Including Appurtenances)                                   145   LF     $       30.00   $       4,350.00
  21    16" PVC (Including Appurtenances)                                1,260   LF     $       65.00   $      81,900.00
  22    Fire Hydrants                                                        3   EA     $    3,500.00   $      10,500.00
  23    Irrigation Lateral                                                   2   EA     $    1,500.00   $       3,000.00
  24    Irrigation Meters                                                    2   EA     $      400.00   $         800.00

                                                    Subtotal Water                                      $     100,550.00




2006 Preliminary Engineer's Report 09may06.xls                                                                        32
                                          EXHIBIT C
                       5D. ADAMS LANE IN-TRACT IMPROVEMENTS (TSM 8954)

                                                                                        Unit
        NON-POTABLE WATER IMPROVEMENTS
  25    8" PVC (Including Appurtenances)                                 440   LF   $      30.00   $     13,200.00
  26    12" PVC (Including Appurtenances)                              1,265   LF   $      50.00   $     63,250.00
  26    Irrigation Sleeves                                                30   LF   $       4.00   $        120.00
  27    Irrigation Lateral                                                 4   EA   $   1,500.00   $      6,000.00
  28    Irrigation Meters                                                  4   EA   $     400.00   $      1,600.00

                                     Subtotal Non-Potable Water                                    $     84,170.00

        ELECTRICAL
  29    Joint Trench                                                   1,615   LF   $     110.00   $    177,650.00
  30    Electrolier                                                       11   EA   $   3,500.00   $     38,500.00

                                                 Subtotal Electrical                               $    216,150.00

                         SUBTOTAL ADAMS LANE IN-TRACT CONSTRUCTION COST                            $   1,055,500.00



                   TSM 8954 DEVELOPER CONTRIBUTION                                                 $      301,990

                           SUBTOTAL ASSESSMENT COST                                                $      753,510




           TOTAL DEVELOPER CONTRIBUTION (5A + 5B + 5C + 5D)                                        $      942,540

                       TOTAL ASSESSMENT COST (5A + 5B + 5C + 5D)                                   $    1,791,660




2006 Preliminary Engineer's Report 09may06.xls                                                                  33
                                        EXHIBIT C
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                              6. SAN JOSE AVENUE (TSM 8506)
Item Description                                            Quantity   Unit       Unit Price       Amount

      SAN JOSE AVENUE

      GRADING
  1   Fine Grading                                           121,000   SF     $         0.35   $    42,350

                                                 Subtotal                                      $    42,350

      PAVING
  1   4" AC/14" AB with Geotextile Fabric                     72,475   SF     $         4.00   $   289,900

                                                 Subtotal                                      $   289,900

      CONCRETE
  1   Type "A" Curb and Gutter (ST-23)                         3,800   LF     $        12.00   $    45,600
  2   Type "C" Median Curb (ST-23)                               700   LF     $        12.00   $     8,400
  3   4.5' Sidewalk                                           17,100   SF     $         4.00   $    68,400
  4   ADA Curb Ramp                                               10   EA     $       500.00   $     5,000

                                                 Subtotal                                      $   127,400

      SANITARY SEWER
  1   8" PVC                                                     100   LF     $        40.00   $     4,000
  2   Manhole                                                      1   EA     $     2,500.00   $     2,500

                                                 Subtotal                                      $     6,500

      DOMESTIC WATER
  1   12" PVC                                                  1,900   LF     $        50.00   $    95,000
  2   Fire Hydrants                                                5   EA     $     3,000.00   $    15,000

                                                 Subtotal                                      $   110,000

      STORM DRAIN
  1   Catch Basins                                                 6   EA     $     2,000.00   $    12,000
  2   24" RCP                                                  1,000   LF     $        60.00   $    60,000

                                                 Subtotal                                      $    72,000

      STREET LIGHTS
  1   Street Lights                                              10    EA     $     2,500.00   $    25,000

                                                 Subtotal                                      $    25,000




2006 Preliminary Engineer's Report 09may06.xls                                                           34
                                                     EXHIBIT C
                                           6. SAN JOSE AVENUE (TSM 8506)
Item Description                                                        Quantity   Unit       Unit Price        Amount

      UTILITIES
  1   Joint Utilities                                                      1,800   LF     $        60.00   $     108,000

                                                             Subtotal                                      $     108,000

      LANDSCAPING
  1   Landscaping                                                         33,000   EA     $         3.50   $     115,500
  2   Median Landscaping                                                   1,000   EA     $         3.50   $       3,500

                                                             Subtotal                                      $     119,000

                              SUBTOTAL CONSTRUCTION COST                                                   $     900,150

                                               15% CONTINGENCY                                             $     135,023

                                                              TOTAL                                        $   1,035,173

                        TSM 8506 DEVELOPER CONTRIBUTION                                                    $   1,035,173

                             SUBTOTAL ASSESSMENT COST                                                      $        -


      Estimate source: Isakson & Assoc. Inc. dated March 30, 2006




2006 Preliminary Engineer's Report 09may06.xls                                                                          35
                                       EXHIBIT C
                              ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                         7. O'HARA AVENUE - ROADWAYS (MS 359-03)
Item Description                                            Quantity   Unit       Unit Price       Amount

      O'HARA AVENUE

      GRADING
  1   Clear & Grubbing                                          0.35   AC     $     1,000.00   $       350
      Earthwork                                                  870   CY     $         3.20   $     2,784

                                                 Subtotal                                      $     3,134

      PAVING
  1   Pavement                                                 1,056   SY     $        37.26   $    39,347
      Pavement Overlay                                         1,000   SY     $         8.00   $     8,000

                                                 Subtotal                                      $    47,347

      CONCRETE
  1   Sidewalk                                                 5,000   SF     $         3.50   $    17,500
  2   4" Class 2 AB under sidewalk                             5,000   SF     $         0.35   $     1,750
  3   Curb & Gutter                                            1,000   LF     $        24.00   $    24,000
  4   Handicap Ramps                                               4   EA     $       848.00   $     3,392

                                                 Subtotal                                      $    46,642

      SIGNAGE & STRIPING
  1   Manhole                                                    0.1   MILE   $     5,000.00   $       500
  2   Striping                                                 1,500    LF    $         5.00   $     7,500
                                                 Subtotal                                      $     8,000

      STORM DRAIN
  1   RCP                                                        700   LF     $        45.00   $    31,500
  2   Inlet                                                        5   EA     $     1,500.00   $     7,500

                                                 Subtotal                                      $    39,000

      STREET LIGHTS
  1   Street Lights                                               2    EA     $     2,000.00   $     4,000

                                                 Subtotal                                      $     4,000




2006 Preliminary Engineer's Report 09may06.xls                                                           36
                                            EXHIBIT C
                              7. O'HARA AVENUE - ROADWAYS (MS 359-03)
Item Description                                              Quantity    Unit       Unit Price       Amount


       LANDSCAPING
  1    Landscaping                                               5,000    SF     $         2.50   $    12,500
  2    Irrigation                                                5,000    SF     $         2.50   $    12,500
  3    Geofabric                                                    0.2   SF     $     9,300.00   $     1,860



                                                   Subtotal                                       $    26,860

      SUBTOTAL CONSTRUCTION COST FOR 500 LINEAL FEET                                              $   174,983

                                             COST PER FOOT                                        $       350



                  PROJECT FRONTAGE OBLIGATION - 141 LF
                                                    TOTAL                                         $    49,350

                  TSM 8506 DEVELOPER CONTRIBUTION                                                 $       -

                          SUBTOTAL ASSESSMENT COST                                                $    49,350




2006 Preliminary Engineer's Report 09may06.xls                                                                37
                                        EXHIBIT C
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                               11. PREPAID ROADWAY FEES


                Item Description                                           Amount



                      PREPAID ROADWAY FEES

                  1   TSM 8548                                       $    946,000
                  2   TSM 9050                                       $    295,000
                  3   TSM 8311                                       $    961,350
                  4   DR 05-29                                       $    455,182


                                                 SUBTOTAL ASSESSMENT $   2,657,532




2006 Preliminary Engineer's Report 09may06.xls                                       38
                                       EXHIBIT C
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                                12. PREPAID WATER FEES


                 Item    Description                                         Amount



                         PREPAID WATER FEES

                    1    TSM 8548                                      $   2,270,400
                    2    TSM 8954                                      $     960,000
                    3    TSM 9050                                      $     354,000
                    4    TSM 8506                                      $     747,000
                    5    TSM 8982                                      $     210,000
                    6    1701 Lone Oak Road, APN 016-100-020           $       6,654
                    7    1920 Lone Oak Road, APN 016-030-004           $       6,654
                    8    DR 05-29                                      $     153,698


                                                   SUBTOTAL ASSESSMENT $   4,708,406




2006 Preliminary Engineer's Report 09may06.xls                                         39
                                       EXHIBIT C
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                             13. PREPAID WASTEWATER FEES


                 Item   Description                                        Amount



                        PREPAID WASTEWATER FEES

                    1   TSM 8506                                       $   498,000
                    2   TSM 9050                                       $   113,575
                    3   TSM 8982                                       $   126,875
                    4   TSM 8311                                       $   102,000
                    5   1701 Lone Oak Road, APN 016-100-020            $     3,973
                    6   1920 Lone Oak Road, APN 016-030-004            $     3,973
                    7   2151 Fairview Ave., APN 019-060-035            $     3,973
                    8   DR 05-29                                       $   112,318


                                                   SUBTOTAL ASSESSMENT $   964,687




2006 Preliminary Engineer's Report 09may06.xls                                       40
                                        EXHIBIT C
                              ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                         ENGINEER'S PRELIMINARY COST ESTIMATE
                       14. PREPAID PARK AND TRAILS FACILITIES FEE


                 Item   Description                                      Amount



                        PREPAID PARK AND TRAILS FACILITIES FEE

                    1   TSM 9050                                     $   206,500
                    2   TSM 8982                                     $    70,000
                    3   TSM 8311                                     $   612,000


                                                 SUBTOTAL ASSESSMENT $   888,500




2006 Preliminary Engineer's Report 09may06.xls                                     41
                                         EXHIBIT C
                              ASSESSMENT DISTRICT NO. 2006-1
                   ITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNI
                          ENGINEER'S PRELIMINARY COST ESTIMATE
                             15. PREPAID STATE RT 4 BYPASS FEE


                    Item   Description                                     Amount



                           PREPAID STATE RT 4 BYPASS FEE

                       1   TSM 8548                                  $   2,365,000
                       2   TSM 8954                                  $   1,200,000
                       3   TSM 9050                                  $     295,000
                       4   TSM 8506                                  $     830,000
                       5   TSM 8982                                  $     343,000
                       6   TSM 8311                                  $     510,000
                       7   DR 05-29                                  $     135,963


                                                 SUBTOTAL ASSESSMENT $   5,678,963




2006 Preliminary Engineer's Report 09may06.xls                                       42
                                        EXHIBIT C
                              ASSESSMENT DISTRICT NO. 2006-1
                  CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                          ENGINEER'S PRELIMINARY COST ESTIMATE
                                        SUMMARY

    Item       Description                                                                                            Amount

               Item Number corresponds to CIFP Table (see following page). Please refer to this table for further information.

       1A      Sand Creek Road (TSM 8548)                                                                $                -
       1B      Sand Creek Road (TSM 8548)                                                                $                -
       1C      Sand Creek Road (TSM 8506)                                                                $          1,481,550
        2      Garin Parkway (TSM 8548)                                                                  $          2,088,750
       3A      Sunset Road (TSM 8548)                                                                    $                -
       3B      Sunset Road (TSM 8548)                                                                    $                -
     4A - 4C   Lone Tree Way (TSM 8954)                                                                  $          1,190,340
       4D      Lone Tree Way (DR 05-29)                                                                  $            264,224
     5A - 5D   Adams Lane (TSM 8954)                                                                     $          1,791,660
        6      San Jose Avenue (TSM 8506)                                                                $                -
        7      O'Hara Avenue (MS 359-03)                                                                 $             49,350
        8      (Intentionally left blank)

        9      Subtotal (1 through 8)                                                                    $          6,865,874

       11      Prepaid Roadway Fee                                                                       $          2,657,532
       12      Prepaid Water Fee                                                                         $          4,708,406
       13      Prepaid Wastewater Fee                                                                    $            964,687
       14      Prepaid Parks and Trails Fee                                                              $            888,500
       15      Prepaid State Route 4 Bypass Fee                                                          $          5,678,963

       16      Subtotal (11 through 15)                                                                  $         14,898,088

               Contingency                                                                               $                 -

       17      Total Cost (9 + 16)                                                                       $         21,763,962

       19      Bond Counsel                                                                              $            279,304
       20      Disclosure Counsel                                                                        $            102,473
       21      Bond Printing                                                                             $             50,783
       22      Registrar and Paying Agent                                                                $             25,391
       23      Appraisals                                                                                $             50,783
       24      Bond Discount                                                                             $            507,826
       25      Bond Reserve Fund                                                                         $          2,158,262
       26      City Administration & Assessment Eng.                                                     $            457,044

       27      Subtotal Bond Issuance Costs (19 through 26)                                              $          3,631,866

       28      Total Assessment (17 + 27)                                                                $         25,395,830




2006 Preliminary Engineer's Report 09may06.xls                                                                                   43
     CIFP 2006-1 / AD 2006-1
     BRENTWOOD, CALIFORNIA

                                                             Single Family Residential Projects

                                                                 SUBD 8548           SUBD 8548          SUBD 8548         SUBD 8954        SUBD 9050         SUBD. 8506       SUBD 8982        SUBD 8311
                          ACQUISITION ITEMS,
                                                               Standard Pacific    Standard Pacific   Standard Pacific
                                                                   Homes               Homes              Homes                                            West Coast Home
                         PREPAY FEES AND                          small lots         medium lots         large lots      Suncrest Homes   Passport Homes       Builders      Baca Properties   Pulte Homes
                       BOND ISSUANCE COSTS                        191 Units           193 Units           89 Units          240 Units        59 Units         166 Units         35 Units        102 Units
                         ACQUISITION ITEMS
          1               Sand Creek Road                            $0                  $0                 $0                 $0               $0           $1,481,550            $0              $0
          2                 Garin Parkway                         $201,505           $1,030,620          $856,625              $0               $0               $0                $0              $0
          3                  Sunset Road                             $0                  $0                 $0                 $0               $0               $0                $0              $0
          4                Lone Tree Way                             $0                  $0                 $0             $1,190,340           $0               $0                $0              $0
          5                  Adams Lane                              $0                  $0                 $0             $1,791,660           $0               $0                $0              $0
          6               San Jose Avenue                            $0                  $0                 $0                 $0               $0               $0                $0              $0
          7                  O'Hara Ave.                             $0                  $0                 $0                 $0               $0               $0                $0              $0
          8                                                          $0                  $0                 $0                 $0               $0               $0                $0              $0
          9                   SUBTOTAL (1-8)                      $201,505           $1,030,620          $856,625          $2,982,000           $0           $1,481,550            $0              $0
         10                    PREPAY FEES
         11                 Prepay Roadway Fee                    $382,000            $386,000           $178,000              $0            $295,000            $0                $0           $961,350
         12              Prepay Water Facilities Fee              $916,800            $926,400           $427,200           $960,000         $354,000         $747,000          $210,000           $0
         13           Prepay Wastewater Facilities Fee               $0                  $0                 $0                 $0            $113,575         $498,000          $126,875        $102,000
         14              Prepay Parks & Trails Fee                   $0                  $0                 $0                 $0            $206,500            $0              $70,000        $612,000
         15            Prepay State Rt 4 Bypass Fee               $955,000            $965,000           $445,000          $1,200,000        $295,000         $830,000          $343,000        $510,000
         16            SUBTOTAL (11 through 15)                  $2,253,800          $2,277,400         $1,050,200         $2,160,000       $1,264,075       $2,075,000         $749,875       $2,185,350
         17                 TOTAL COST (9 + 16)                  $2,455,305          $3,308,020         $1,906,825         $5,142,000       $1,264,075       $3,556,550         $749,875       $2,185,350
         18             BOND ISSUANCE COSTS
         19               Bond Counsel         1.1%               $31,515             $42,460            $24,475            $66,000          $16,225           $45,650          $9,625          $28,050
         20                Disclosure Counsel .4%                 $11,460             $15,440             $8,900            $24,000           $5,900           $16,600          $3,500          $10,200
         21                Bond Printing       .2%                 $5,730              $7,720             $4,450            $12,000           $2,950           $8,300           $1,750           $5,100
         22           Registrar and Paying Agent .1%               $2,865              $3,860             $2,225             $6,000           $1,475           $4,150            $875            $2,550
         23                Appraisals          .2%                 $5,730              $7,720             $4,450            $12,000           $2,950           $8,300           $1,750           $5,100
         24                Bond Discount      2.0%                $57,300             $77,200            $44,500            $120,000         $29,500           $83,000          $17,500         $51,000
         25             Bond Reserve Fund 8.5%                    $243,525            $328,100           $189,125           $510,000         $125,375         $352,750          $74,375         $216,750
         26     City Administration & Assessment Eng. 1.8%        $51,570             $69,480            $40,050            $108,000         $26,550           $74,700          $15,750         $45,900
                      Subtotal Bond Issuance Costs
         27               (19 to 26) Assume 14.3%                 $409,695            $551,980           $318,175           $858,000         $210,925         $593,450         $125,125         $364,650
         28             Total Assessment (17+27)                 $2,865,000          $3,860,000         $2,225,000         $6,000,000       $1,475,000       $4,150,000        $875,000        $2,550,000
         29                  Assessment Per Unit                  $15,000             $20,000            $25,000            $25,000          $25,000           $25,000          $25,000          $25,000
                                                                  (per unit)          (per unit)         (per unit)         (per unit)       (per unit)       (per unit)       (per unit)       (per unit)
                                           TARGET:                 $15,000             $20,000           $25,000            $25,000          $25,000           $25,000          $25,000         $25,000
                                 BOND COST CHECK:                 $409,695             $551,980          $318,175           $858,000         $210,925         $593,450         $125,125         $364,650
        CHECK




                         IMPROVEMENTS COST CHECK:                 $2,455,305          $3,308,020        $1,906,825         $5,142,000       $1,264,075       $3,556,550        $749,875        $2,185,350
                         NUMBER OF UNITS PROPOSED:                   191                 193                89                240               59               166              35               102




2006 Preliminary Engineer's Report 09may06.xls                                                                                                                                                               44
                CIFP 2006-1 / AD 2006-1
                BRENTWOOD, CALIFORNIA
                                                                                                                                                                        TOTAL

                                                                                                                                                                    Dwelling Units:
                                                                        MS 359-03    1701 Lone Oak Road   1920 Lone Oak Road   2151 Fairview Ave     DR 05-29
                                     ACQUISITION ITEMS,

                                                                                                                                                      Lone Tree
                                    PREPAY FEES AND                       Valle       APN 016-100-020      APN 016-030-004     APN 019-060-035     Brentwood, LLC       1,080             SFR
                                  BOND ISSUANCE COSTS                    2 Units          Albright            Hancock              Clenner           118,229 SF                 422,096    SF
                                    ACQUISITION ITEMS
                    1                Sand Creek Road                       $0                $0                   $0                  $0                $0            $1,481,550
                    2                  Garin Parkway                       $0                $0                   $0                  $0                $0            $2,088,750
                    3                   Sunset Road                        $0                $0                   $0                  $0                $0                $0
                    4                 Lone Tree Way                        $0                $0                   $0                  $0             $264,224         $1,454,564
                    5                   Adams Lane                         $0                $0                   $0                  $0                $0            $1,791,660
                    6                San Jose Avenue                       $0                $0                   $0                  $0                $0                $0
                    7                   O'Hara Ave.                      $49,350             $0                   $0                  $0                $0             $49,350
                    8                                                      $0                $0                   $0                  $0                $0                $0
                    9                    SUBTOTAL (1-8)                  $49,350             $0                   $0                  $0             $264,224         $6,865,874
                   10                     PREPAY FEES
                   11                  Prepay Roadway Fee                  $0               $0                   $0                   $0              $455,182        $2,657,532
                   12               Prepay Water Facilities Fee            $0             $6,654               $6,654                 $0              $153,698        $4,708,406
                   13            Prepay Wastewater Facilities Fee          $0             $3,973               $3,973               $3,973            $112,318         $964,687
                   14               Prepay Parks & Trails Fee              $0               $0                   $0                   $0                 $0            $888,500
                   15             Prepay State Rt 4 Bypass Fee             $0               $0                   $0                   $0              $135,963        $5,678,963
                   16             SUBTOTAL (11 through 15)                 $0             $10,627              $10,627              $3,973            $857,161       $14,898,087
                   17                  TOTAL COST (9 + 16)               $49,350          $10,627              $10,627              $3,973           $1,121,385      $21,763,960
                   18              BOND ISSUANCE COSTS
                   19                Bond Counsel         1.1%            $633              $117                 $117                 $44            $14,394           $279,304
                   20                 Disclosure Counsel .4%              $230              $425                 $425                $159             $5,234           $102,473
                   21                 Bond Printing       .2%             $115               $21                  $21                 $8              $2,617           $50,783
                   22            Registrar and Paying Agent .1%           $58                $11                  $11                 $4              $1,309           $25,391
                   23                 Appraisals          .2%             $115               $21                  $21                 $8              $2,617           $50,783
                   24                 Bond Discount      2.0%            $1,152             $213                 $213                 $79            $26,170           $507,826
                   25              Bond Reserve Fund 8.5%                $4,895             $903                 $903                $338            $111,223         $2,158,262
                   26      City Administration & Assessment Eng. 1.8%    $1,037             $191                 $191                 $72            $23,553           $457,044
                                 Subtotal Bond Issuance Costs
                   27                (19 to 26) Assume 14.3%             $8,235            $1,902               $1,902               $711            $187,116         $3,631,866
                   28              Total Assessment (17+27)             $57,590           $12,529              $12,529              $4,684          $1,308,500       $25,395,830
                   29                   Assessment Per Unit             $28,795           $12,529              $12,529              $4,684             $3.10
                                                                        (per unit)        (per unit)           (per unit)          (per unit)         (per SF)
                                                      TARGET:           $28,795                                                                        $3.10
                                            BOND COST CHECK:             $8,240                                                                      $187,115
                   CHECK




                                    IMPROVEMENTS COST CHECK:            $49,355                                                                     $1,121,385
                                    NUMBER OF UNITS PROPOSED:               2                 1                    1                   1             422,096




2006 Preliminary Engineer's Report 09may06.xls                                                                                                                                                  45
                                         EXHIBIT D
                               ASSESSMENT DISTRICT NO. 2006-1
                   CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA
                                     ASSESSMENT ROLL
Assessment       Assessor’s                                                       Owner
 Number        Parcel Number                      Owner                         Assessment



    1          016-190-008        Ronald A & Frances Stolich, TRE   89      SFR Units at     $2,225,000
                                           3028 Clay St                     $25,000/SFR
                                     San Francisco CA 94115               (See Exhibit E.a.)
                                                  (and)             193     SFR Units at     $3,860,000
                                                                            $20,000/SFR
                                                                          (See Exhibit E.a.)
                                                  (and)             191     SFR Units at     $2,865,000
                                                                            $15,000/SFR
                                                                          (See Exhibit E.a.)

             Suncrest Homes Tentative Subdivision Map 8954

    2          018-130-004                  Lamport Trust           35      SFR Units at       $875,000
                                             PO Box 1360                    $25,000/SFR
                                         Brentwood CA 94513               (See Exhibit E.b.)

    3          018-130-009             Suncrest Homes 25, LLC       35      SFR Units at       $875,000
                                             300 H St #D                    $25,000/SFR
                                         Antioch CA 94509                 (See Exhibit E.b.)

    4          018-130-008             Suncrest Homes 25, LLC        1      SFR Units at       $25,000
                                             300 H St #D                    $25,000/SFR
                                         Antioch CA 94509                 (See Exhibit E.b.)

    5          018-130-005         Edward & Pamela Prewett, TRE     35      SFR Units at       $875,000
                                           PO Box 341                       $25,000/SFR
                                       Lockeford CA 95237                 (See Exhibit E.b.)

    6          018-120-002             Mary Alice Prewett, TRE       4      SFR Units at       $100,000
                                        7831 Lone Gree Way                  $25,000/SFR
                                        Brentwood CA 94513                (See Exhibit E.b.)

    7          018-120-003             Mary Alice Prewett, TRE       4      SFR Units at       $100,000
                                        7831 Lone Gree Way                  $25,000/SFR
                                        Brentwood CA 94513                (See Exhibit E.b.)




 2006 Preliminary Engineer's Report 09may06.xls                                                           46
                                                      EXHIBIT D
                                                  ASSESSMENT ROLL

Assessment       Assessor’s                                                            Owner
 Number        Parcel Number                      Owner                              Assessment


             Suncrest Homes Tentative Subdivision Map 8954 (continued)

    8          018-120-006                   Lemke, Trust                 8      SFR Units at       $200,000
                                             PO Box 341                          $25,000/SFR
                                          Lockeford CA 95237                   (See Exhibit E.b.)

    9          018-120-008                   Lemke, Trust                118     SFR Units at     $2,950,000
                                             PO Box 341                          $25,000/SFR
                                          Lockeford CA 95237                   (See Exhibit E.b.)


             Passport Homes Tentative Subdivision Map 9050

    10         018-100-030                  Leroy F. Dutra                9      SFR Units at       $225,000
                                            1966 Gaiole Ct                       $25,000/SFR
                                         Brentwood CA 94513                    (See Exhibit E.c.)

    11         018-100-029                  Leroy F. Dutra                7      SFR Units at       $175,000
                                            1966 Gaiole Ct                       $25,000/SFR
                                         Brentwood CA 94513                    (See Exhibit E.c.)

    12         018-110-004                Engene E. Mangini              16      SFR Units at       $400,000
                                            24 Mangini Dr                        $25,000/SFR
                                        Pleasant Hill CA 94523                 (See Exhibit E.c.)

    13         018-110-008          Maffeo Properties, a California      27      SFR Units at       $675,000
                                         General Partnership
                                          2983 Hannan Dr                         $25,000/SFR
                                      Pleasant Hill CA 94523                   (See Exhibit E.c.)

             West Coast Home Builders Tentative Subdivision Map 8506

    14         019-082-005          West Coast Home Builders, Inc        166     SFR Units at     $4,150,000
                                      4021 Port Chicago Hwy                      $25,000/SFR
                                         Concord CA 94520                      (See Exhibit E.d.)

             Baca Properties Tentative Subdivision Map 8982

    15         019-092-032                 Baca Properties               35      SFR Units at       $875,000
                                        5139 Port Chicago Hwy                    $25,000/SFR
                                          Concord CA 94520                     (See Exhibit E.e.)




 2006 Preliminary Engineer's Report 09may06.xls                                                                47
                                                      EXHIBIT D
                                                  ASSESSMENT ROLL

Assessment       Assessor’s                                                                       Owner
 Number        Parcel Number                      Owner                                         Assessment

             Pulte Homes Tentative Subdivision Map 8311
    16         017-080-006               Arthur A. Beidermann                  102        SFR Units at         $2,550,000
                                             7 Maple Ave                                  $25,000/SFR
                                          Atherton CA 94027                             (See Exhibit E.f.)

             Lone Tree Brentwood, LLC, DR 05-29
    17         019-010-029            Lone Tree Brentwood, LLC                 9.69       Acres at approx.     $1,308,500
                                       103 E Blithedale Ave #4                           $135,036/Acre
                                        Mill Valley CA 94941                            (See Exhibit E.f.)

             Valle Minor Subdivision MS 259-03
    18         018-060-063                  Eduardo Valle                        2        SFR Units at          $57,590
                                           2716 O'Hara Ave                                $28,253/SFR
                                         Brentwood CA 94513                             (See Exhibit E.f.)

                      "Individual Landowners" (Ownership and Title verified by the City of Brentwood, 4-3-06
    19         016-100-020            Madeline M. Albright, TRE                  1         SFR Unit at          $12,529
                                         1701 Lone Oak Rd                                 $12,529/SFR
                                        Brentwood CA 94513

    20         019-060-035           Robert L. & Sally A. Clenner                1         SFR Unit at          $4,684
                                            Rt 2 Box 254Z                                  $4,684/SFR
                                        Brentwood CA 94513

    21         016-030-004          Leland D. & Leslie J. Hancock                1         SFR Unit at          $12,529
                                           2580 Caddie Ct                                 $12,529/SFR
                                        Brentwood CA 94513




 2006 Preliminary Engineer's Report 09may06.xls                                                                           48
                                      EXHIBIT E
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                           METHOD OF ASSESSMENT


1     SAND CREEK ROAD
      The cost associated with the Sand Creek Road Offsite West of TSM 8548 improvement is assigned to
      the development based on the special benefit conferred. Fifty percent (50%) of the total cost is
      considered special benefit based on the satisfaction of the condition of development to construct the
      improvements. The remaining 50% is considered either special benefit conferred to another property or
      the general benefit portion of the improvement and is paid for through a developer contribution. Cost to
      assessment is shown on Exhibits C1A.

      The cost associated with the Sand Creek Road In-Tract TSM 8548 improvements is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      An additional 25% is conferred as a direct special benefit to the development for the adjacent
      improvements. The remaining 25% is considered the general benefit portion for through traffic and is
      paid for through a developer contribution. Cost to assessment are shown on Exhibit C1B.

      The cost associated with the Sand Creek Road In-Tract TSM 8506 improvements is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      An additional 25% is conferred as a direct special benefit to the development for the adjacent
      improvements. The remaining 25% is considered the general benefit portion for through traffic and is
      paid for through a developer contribution. The total 75% special benefit to the development is
      apportioned to the residential and commercial sites based on the area of each site. Approximately 55%
      of the developable area is on the residential side of the development, therefore 41% is assessed to the
      residential, with the remaining 34% going to the commercial. The commercial site will not be
      assessed, as this will be paid for through a developer contribution. Cost to assessment are shown on
      Exhibit C1C.

2     GARIN PARKWAY
      The cost associated with the Garin Parkway In-Tract TSM 8548 improvements is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      An additional 25% is conferred as a direct special benefit to the development for the adjacent
      improvements. The remaining 25% is considered the general benefit portion for through traffic and is
      paid for through a developer contribution. Cost to assessment are shown on Exhibit C2.


3     SUNSET ROAD
      The cost associated with the Sunset Road Frontage TSM 8548 improvement is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      The remaining 50% is considered special benefit conferred to the development for the widening of the
      roadway. Cost to assessment is shown on Exhibits C3A.
2006 Preliminary Engineer's Report 09may06.xls                                                             49
                                                EXHIBIT E
                                           METHOD OF ASSESSMENT

3     SUNSET ROAD (continued)
      The cost associated with the Sunset road Offsite TSM 8548 improvement is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      The remaining 50% is considered special benefit conferred to the adjacent properties, which will be
      paid for through a developer contribution. Cost to assessment is shown on Exhibits C3B.


4     LONE TREE WAY
      The cost associated with the Lone Tree Way Frontage TSM 8954 improvement is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      The remaining 50% is considered special benefit conferred to the development for the widening of the
      roadway. Cost to assessment is shown on Exhibits C4A.

      The cost associated with the Lone Tree Way Offsite TSM 8954 improvement is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      The remaining 50% is considered special benefit conferred to the adjacent properties, which will be
      paid for through a developer contribution. Cost to assessment is shown on Exhibits C4B.

      The cost associated with the Lone Tree Way / Adams Lane Traffic Signal TSM 8954 improvement is
      assigned to the development based on the special benefit conferred. Fifty percent (50%) of the total
      cost is considered special benefit based on the satisfaction of the condition of development to construct
      the improvements. The remaining 50% is considered general benefit for safety of through traffic on the
      arterial roadways and is paid for through a developer contribution. Cost to assessment is shown on
      Exhibits C4C.

      The cost associated with the Lone Tree Way frontage improvements for DR 05-29 is considered special
      benefit based on the satisifaction of the condition of development to construct the improvements. The
      assessment represents the developr's responsibility through a contribution to the City constructed
      improvements. Cost to assessment is shown on Exhibits C4D.


5     ADAMS LANE
      The cost associated with the Adams Lane North TSM 8954 improvement is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      The remaining 50% is considered either special benefit conferred to another property or the general
      benefit portion of the improvement and is paid for through a developer contribution. Cost to assessment
      is shown on Exhibits C5A and C5B.




2006 Preliminary Engineer's Report 09may06.xls                                                              50
                                                EXHIBIT E
                                           METHOD OF ASSESSMENT

5     ADAMS LANE (continued)
      The cost associated with the Adams Lane South TSM 8954 improvements is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      An additional 25% is conferred as a direct special benefit to the development for the adjacent
      improvements. The remaining 25% is considered the general benefit portion for through traffic and is
      paid for through a developer contribution. Cost to assessment is shown on Exhibit C5C.

      The cost associated with the Adams Lane In-Tract TSM 8954 improvements is assigned to the
      development based on the special benefit conferred. Fifty percent (50%) of the total cost is considered
      special benefit based on the satisfaction of the condition of development to construct the improvements.
      An additional 25% is conferred as a direct special benefit to the development for the adjacent
      improvements. The remaining 25% is considered the general benefit portion for through traffic and is
      paid for through a developer contribution. Cost to assessment are shown on Exhibit C5D.

6     SAN JOSE AVENUE
      The cost associated with the San Jose Avenue TSM 8506 improvements is assigned to the development
      based on the special benefit conferred. Fifty percent (50%) of the total cost is considered special
      benefit based on the satisfaction of the condition of development to construct the improvements. An
      additional 25% is conferred as a direct special benefit to the development for the adjacent
      improvements, excepting that portion adjacent to the future Affordable Housing Site (APN 019-110-
      051), which would be funded through a developer contribution. The remaining 25% is considered the
      general benefit portion for through traffic and is paid for through a developer contribution. The total
      cost attibutable to special benefit exceeds the amount of funding available, therefore the balance is paid
      for through a developer contribution. Cost to assessment are shown on Exhibit C6.

7     O"HARA AVENUE
      The cost associated with the O'Hara Avenue frontage improvements for MS 359-03 is considered
      special benefit based on the satisifaction of the condition of development to construct the
      improvements. This item represents the property owners financial responsibility for frontage
      improvements to be constructed by others through City reimbursement. Cost to assessment are shown
      on Exhibit C7.




2006 Preliminary Engineer's Report 09may06.xls                                                               51
                                                EXHIBIT E
                                           METHOD OF ASSESSMENT

11    Prepayment of Roadway Fees:
      Prepayment of City roadway facilities fees.
      a)   $2,000.00 /lot Standard Pacific Homes (Small, Medium and Large Lots) TSM 8548.
      b)   $5,000.00 /lot Passport Homes TSM 9050.
      c)   $9,425.00 /lot Pulte Homes TSM 8311.
      d)       $3.75 /SF Lone Tree Brentwood, LLC, DR 05-29

12    Prepayment of Water Facilities Fees:
      Prepayment of City water facilities fees.
      a) $ 4,800.00 /lot Standard Pacific Homes (Small, Medium and Large Lots) TSM 8548.
      b) $ 4,000.00 /lot Suncrest Homes TSM 8954.
      c) $ 5,000.00 /lot Passport Homes TSM 9050.
      d) $ 4,500.00 /lot West Coast Home Builders TSM 8506.
      e) $ 6,000.00 /lot Baca Properties TSM 8982.
      f) $      1.30 /SF Lone Tree Brentwood, LLC, DR 05-29
      g)  $ 6,654.00 /lot, Albright APN 016-100-020
      h) $ 6,654.00 /lot, Hancock APN 016-030-004

13    Prepayment of Wastewater Facilities Fees:
      Prepayment of City wastewater facilities fees.
      a) $ 3,000.00 /lot West Coast Home Builders TSM 8506.
      b) $ 1,925.00 /lot Passport Homes TSM 9050.
      c) $ 3,625.00 /lot Baca Properties TSM 8982.
      d) $ 1,000.00 /lot Pulte Homes TSM 8311.
      e) $      0.95 /SF Lone Tree Brentwood, LLC, DR 05-29
      f)  $ 3,973.00 /lot, Albright APN 016-100-020
      g) $ 3,973.00 /lot, Clenner APN 019-060-035
      h) $ 3,973.00 /lot, Hancock APN 016-030-004

14    Prepayment of Parks & Trails Fees:
      Prepayment of City parks and trails facilities fees.
      a) $ 2,000.00 /lot Passport Homes TSM 9050.
      b) $ 2,000.00 /lot Baca Properties TSM 8982.
      c)   $6,000.00 /lot Pulte Homes TSM 8311.

15    Prepayment of State Route 4 Bypass Fees:
      Prepayment of State Route 4 Bypass Fees.
      a) $ 5,000.00 /lot Standard Pacific Homes (Small, Medium and Large Lots) TSM 8548.
      b) $ 5,000.00 /lot Suncrest Homes TSM 8954.
      c) $ 5,000.00 /lot Passport Homes TSM 9050.
      d) $ 5,000.00 /lot West Coast Home Builders TSM 8506.
      e) $ 9,800.00 /lot Baca Properties TSM 8982.
      f) $ 5,000.00 /lot Pulte Homes TSM 8311.
      g) $     1.15 /SF Lone Tree Brentwood, LLC, DR 05-29




2006 Preliminary Engineer's Report 09may06.xls                                              52
                                         EXHIBIT E
                                ASSESSMENT DISTRICT NO. 2006-1
                    CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                                  METHOD OF ASSESSMENT

 Notes:
 a.     The following assessments will be re-segregated to the number of proposed lots at
 a rate of $15,000 per small lot (the "Wynstone" and "Penrose" neighborhoods), a rate of $20,000 per
 medium lot (the "Hawthorne" and "Berkshire" neighborhoods) and $25,000 per large lot (the "Marquette"
 neighborhood), at the time the Final Map(s) is recorded for Standard Pacific Homes Subdivision 8548.
 The proposed park parcels, school site and fire station are required as part of the residential development
 and are considered ancillary to the development, therefore they are not subject to assessment by these
 proceedings and do not receive any benefit from the proposed improvements and fees.
 21 lots in Assessment No. 1 will be Affordable Units dedicated to the City as required by the Project's
 Affordable Housing Agreement. The Developer will pay these unit's proportional share of fees and
 improvements in cash prior to Final Map approval and execution of an Affordable Housing Agreement.
 14 units are located in the "Wynstone" and "Penrose" neighborhoods, 6 units are located in the
 "Hawthorne" and "Berkshire" neighborhoods, and 1 unit is located in the "Marquette" neighborhood.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment     Current APN   No. of Proposed Lots   Proposed Re-segregated Lien per Lot

          1                     $2,865,000                016-190-008           191             $                        15,000
    same as above               $3,860,000               same as above          193             $                        20,000
    same as above               $2,225,000               same as above           89             $                        25,000


 b. The following assessments will be re-segregated to the number of proposed market rate lots at a rate of
 $25,000 per lot, at the time the Final Map(s) is recorded for Suncrest Homes Subdivision 8954.
 The proposed park parcels are required as part of the residential development and are considered ancillary
 to the development, therefore they are not subject to assessment by these proceedings and do not receive
 any benefit from the proposed improvement and fees. The 5 adjacent properties to the subdivision (APNs
  018-120-001, 018-120-004, 018-140-018, 018-140-019, 018-140-026) will not be subject to
 assessment, as any special benefit conferred to these properties will be paid through a contribution
 from the developer.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment     Current APN   No. of Proposed Lots   Proposed Re-segregated Lien per Lot

             2                   $875,000                018-130-004             35             $                        25,000
             3                   $875,000                018-130-009             35             $                        25,000
             4                    $25,000                018-130-008              1             $                        25,000
             5                   $875,000                018-130-005             35             $                        25,000
             6                   $100,000                018-120-002              4             $                        25,000
             7                   $100,000                018-120-003              4             $                        25,000
             8                   $200,000                018-120-006              8             $                        25,000
             9                  $2,950,000               018-120-008            118             $                        25,000




2006 Preliminary Engineer's Report 09may06.xls                                                                                        53
                                                       EXHIBIT E
                                                  METHOD OF ASSESSMENT

 c. The following assessments will be re-segregated to the number of proposed market rate lots at a rate of
 $25,000 per lot, at the time the Final Map(s) is recorded for Passport Homes Subdivision 9050.
 The proposed park parcel and the existing home on the remainder parcel within the subdivision are not
 subject to assessment by these proceedings and do not receive any benefit from the proposed fees.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment    Current APN   No. of Proposed Lots   Proposed Re-segregated Lien per Lot

            10                   $225,000                018-100-030             9             $                          25,000
            11                   $175,000                018-100-029             7             $                          25,000
            12                   $400,000                018-110-004            16             $                          25,000
            13                   $675,000                018-110-008            27             $                          25,000

 d. The following assessments will be re-segregated to the number of proposed lots at a rate of $25,000
 per lot, at the time the Final Map(s) is recorded for West Coast Home Builders Subdivision 8506.
 The proposed park parcels are required as part of the residential development and are considered ancillary
 to the development, therefore they are not subject to assessment by these proceedings and do not receive
 any benefit from the proposed improvement and fees.
 In addition, the Commercial Site located on the north side of Sand Creek Road within the boundary of
 TSM 8506 is not subject to assessment by these proceedings. The Commercial Site will fund their share
 of the improvements through separate financing.

 Proposed Parcel Assessment                                                                        Proposed Re-segregated Lien per
          Number            Proposed Parcel Assessment    Current APN   No. of Proposed Lots                 Lot/Acre

            14                  $4,150,000               019-082-005           166             $                          25,000

 e. The following assessments will be re-segregated to the number of proposed lots at a rate of $25,000
 per lot, at the time the Final Map(s) is recorded for Baca Properties Subdivision 8982.
 Two lots in Assessment No. 15 will be Affordable Units dedicated to the City as required by the Project's
 Affordable Housing Agreement. The Developer will pay these unit's proportional share of fees and
 improvements in cash prior to Final Map approval and execution of an Affordable Housing Agreement.

 Proposed Parcel Assessment                                                                        Proposed Re-segregated Lien per
          Number            Proposed Parcel Assessment    Current APN   No. of Proposed Lots                 Lot/Acre

            15                   $875,000                019-092-032            35             $                          25,000

 f. The following assessments will be re-segregated to the number of proposed lots at a rate of $25,000
 per lot, at the time the Final Map(s) is recorded for Pulte Homes Subdivision 8311.
 The proposed park parcels are required as part of the residential development and are considered ancillary
 to the development, therefore they are not subject to assessment by these proceedings and do not receive
 any benefit from the proposed improvement and fees.
 4 lots in Assessment No. 16 will be Affordable Units dedicated to the City as required by the Project's
 Affordable Housing Agreement. The Developer will pay these unit's proportional share of fees and
 improvements in cash prior to Final Map approval and execution of an Affordable Housing Agreement.

 Proposed Parcel Assessment                                                                        Proposed Re-segregated Lien per
          Number            Proposed Parcel Assessment    Current APN   No. of Proposed Lots                 Lot/Acre

            16                  $2,550,000               017-080-006           102             $                          25,000
2006 Preliminary Engineer's Report 09may06.xls                                                                                       54
                                                       EXHIBIT E
                                                  METHOD OF ASSESSMENT

 g.      The following is the assessment for Lone Tree Brentwood, LLC commercial development DR 05-29.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment    Current APN

            17                  $1,308,500               019-010-029

 h. The following assessments will be re-segregated to the number of proposed lots at a rate of $28,253
 per lot, at the time the Final Map(s) is recorded for Valle Subdivision MS 359-03.

 Proposed Parcel Assessment                                                                        Proposed Re-segregated Lien per
          Number            Proposed Parcel Assessment    Current APN   No. of Proposed Lots                 Lot/Acre

            18                    $57,590                018-060-063             2             $                          28,795

 i.     The following is the assessment for the Albright property APN 016-100-020.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment    Current APN

            19                    $12,529                016-100-020

 j.     The following is the assessment for the Clenner property APN 019-060-035.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment    Current APN

            20                     $4,684                019-060-035

 k.      The following is the assessment for the Hancock property APN 016-030-004.

 Proposed Parcel Assessment
          Number            Proposed Parcel Assessment    Current APN

            21                    $12,529                016-030-004




2006 Preliminary Engineer's Report 09may06.xls                                                                                       55
                                      EXHIBIT F
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                            ASSESSMENT DIAGRAM




2006 Preliminary Engineer's Report 09may06.xls                        56
                                      EXHIBIT G
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                 PROPOSED MAXIMUM ANNUAL ASSESSMENT PER PARCEL FOR
                         ADMINISTRATIVE COSTS AND EXPENSES


   In the event that the amount provided for in these proceedings is insufficient to pay various costs and
   expenses incurred from time to time by the City and not otherwise reimbursed to the City which result
   from the administration or registration of the improvement bonds and the various funds and accounts
   pertaining thereto, this City Council intends, pursuant to Section 8682.1 and subparagraph (f) of
   Section 10204 of the California Streets and Highways Code, to provide for an annual assessment
   upon each of the parcels of land in the proposed Assessment District to provide therefore. The
   maximum annual assessment upon each of the parcels of land within the Assessment District shall be
   five percent (5%) of the annual installment of assessment to be levied upon such parcels in these
   proceedings.




2006 Preliminary Engineer's Report 09may06.xls                                                               68
                                      EXHIBIT H
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                            COMPLIANCE WITH PART 7.5 OF DIVISION 4
                        OF THE CALIFORNIA STREETS AND HIGHWAY CODE



Pursuant to Sections 2960, 2961 and 10200 of the Streets and Highways Code, the City Council of the City of
Brentwood intends to comply with the requirements of the Special Assessment Investigation, Limitations and
Majority Protest Act of 1931 by proceeding under Part 7.5 of Division 4 of the California Streets and
Highways Code.

The total true value of the parcels of land and improvements, which are proposed to be assessed, will be
estimated prior to the issuance of bonds. A minimum 3:1 value-to-lien ratio must be established to support
the bond issue. The City has retained a qualified land appraiser to determine the value of all land and
improvements prior to bond sale.

The total principal amount of unpaid assessments already levied against all the property proposed to be
assessed is $0.00.

The total estimated amount of assessment proposed to be levied in these proceedings is:           $25,395,830

Therefore, the total amount of the principal sum of all unpaid special assessments levied against the parcels
proposed to be assessed, plus the principal amount of special assessments proposed to be levied in these
proceedings, does not exceed one-half of the total value of the parcels proposed to be assessed.




2006 Preliminary Engineer's Report 09may06.xls                                                               69
                                      EXHIBIT I
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                            DESCRIPTION OF RIGHT-OF-WAY ACQUISITION



       1.   See Exhibit C, individual estimates.




2006 Preliminary Engineer's Report 09may06.xls                        70
                             ASSESSMENT DISTRICT NO. 2006-1
                 CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

                                                 APPENDIX ITEMS


1.        Boundary Map                                            (10 Pages)

2.        Individual Fee Credit Analysis                          (10 Pages)




2006 Preliminary Engineer's Report 09may06.xls                                 71
DRAFT CIFP 2006-1 / AD 2006-1
APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                                SUBD 8548
                                                                                     Local Obligation / Improvement Items:

                                                           Standard Pacific Homes
                                                                 small lots
               ACQUISITION ITEMS,
               PREPAY FEES AND                                    Barrington
             BOND ISSUANCE COSTS                                 191 Units           Prepay PORTION Roadway Fee
                  ACQUISITION ITEMS                                                   191 Units    $10,020.07       $ 1,913,833.37 ($3,888,080.73)      TOTAL
1                  Sand Creek Road                                                        Estimated Fee Credit: $ (1,503,286.27) ($7,870.61)            PER LOT
2                   Garin Parkway                                $201,505                             total:        $   410,547.10
3                    Sunset Road                                                          Portion in this district:
4                   Lone Tree Way                                                     191 Units     $2,000.00       $   382,000.00
5                    Adams Lane
6                  San Jose Avenue                                                   Prepay PORTION Water Fee
7                      O'Hara Ave.                                                    191 Units     $6,653.84       $    1,270,883.44
8                                                                                         Estimated Fee Credit: $         (246,821.84) ($638,376.90)    TOTAL
9                                                                                                     total:        $    1,024,061.60 ($1,292.26)       PER LOT
10                                                                                        Portion in this district:
11                                                                                    191 Units     $4,800.00       $      916,800.00
12
13                  SUBTOTAL (1-12)                              $201,505            Prepay PORTION Wastewater Fee
                      PREPAY FEES                                                     191 Units     $3,972.97       $ 758,837.27
14                 Prepay Roadway Fee                            $382,000                 Estimated Fee Credit: $            -
15              Prepay Water Facilities Fee                      $916,800                             total:        $ 758,837.27
16           Prepay Wastewater Facilities Fee                       $0                    Portion in this district:
17               Prepay Parks & Trails Fee                          $0                191 Units       $0.00         $        -
18            Prepay State Rt 4 Bypass Fee                       $955,000
19             SUBTOTAL (16 through 20)                         $2,253,800           Prepay PORTION Parks Fee
20               TOTAL COST (14 + 21)                           $2,455,305            191 Units     $6,712.42       $    1,282,072.22 ($3,772,447.82)   TOTAL
               BOND ISSUANCE COSTS                                                        Estimated Fee Credit: $       (1,458,578.00) ($7,636.53)      PER LOT
21                    Bond Counsel                 0.011          $31,515                             total:        $     (176,505.78)
22                 Disclosure Counsel              0.004          $11,460                 Portion in this district:
23                     Bond Printing               0.002           $5,730             191 Units       $0.00         $                -
24              Registrar and Paying Agent         0.001           $2,865
25                      Appraisals                 0.002           $5,730            Prepay PORTION Bypass Fee
26                    Bond Discount                 0.02          $57,300             191 Units    $15,390.00       $    2,939,490.00
27                 Bond Reserve Fund               0.085          $243,525                Estimated Fee Credit: $                 -
28        City Administration & Assessment Eng.    0.018          $51,570                             total:        $    2,939,490.00
29       Subtotal Bond Issuance Costs (Assume      0.143          $409,695                Portion in this district:
30             Total Assessment (21+32)                         $2,865,000            191 Units     $5,000.00       $      955,000.00
31                Assessment Per Unit                           $15,000.00
32                                                               (per unit)
                                         TARGET:                  $15,000
                              BOND COST CHECK:                    $409,695           Notes:
                    IMPROVEMENTS COST CHECK:                     $2,455,305          Acquisition priorities
CHECK




                   NUMBER OF UNITS PROPOSED:                         191                         1st Garin Parkway
                                                                                                 2nd Sand Creek Road in-tract
                                           check                        $2,865,000


                                                                                                 City Fees 2006
                                                                                                          Water         $6,653.84        per SFR
                                                                                                     Wastewater         $3,972.97        per SFR
                                                                                                          Roads         $10,020.07       per SFR
                                                                                                           Parks        $6,712.42        per SFR
                                                                                                         Bypass         $15,390.00       per SFR




        2006 Preliminary Engineer's Report 09may06.xls                                                                                                    83
DRAFT CIFP 2006-1 / AD 2006-1
APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                                 SUBD 8548
                                                                                      Local Obligation / Improvement Items:

                                                            Standard Pacific Homes
                                                                 medium lots
                ACQUISITION ITEMS,
                PREPAY FEES AND                                    Barrington
              BOND ISSUANCE COSTS                                 193 Units           Prepay PORTION Roadway Fee
                   ACQUISITION ITEMS                                                   193 Units    $10,020.07       $ 1,933,873.51 ($3,888,080.73)      TOTAL
1                   Sand Creek Road                                                        Estimated Fee Credit: ($1,519,027.49) ($7,870.61)             PER LOT
2                    Garin Parkway                               $1,030,620                            total:        $   414,846.02
3                     Sunset Road                                                          Portion in this district:
4                    Lone Tree Way                                                     193 Units     $2,000.00       $   386,000.00
5                     Adams Lane
6                   San Jose Avenue                                                   Prepay PORTION Water Fee
7                      O'Hara Ave.                                                     193 Units     $6,653.84       $    1,284,191.12 ($638,376.90)     TOTAL
8                                                                                          Estimated Fee Credit: $         (249,406.36) ($1,292.26)      PER LOT
9                                                                                                      total:        $    1,034,784.76
10                                                                                         Portion in this district:
11                                                                                     193 Units     $4,800.00       $      926,400.00
12
13                  SUBTOTAL (1-12)                              $1,030,620           Prepay PORTION Wastewater Fee
                      PREPAY FEES                                                      193 Units     $3,972.97       $ 766,783.21
14                 Prepay Roadway Fee                             $386,000                 Estimated Fee Credit: $            -
15              Prepay Water Facilities Fee                       $926,400                             total:        $ 766,783.21
16           Prepay Wastewater Facilities Fee                        $0                    Portion in this district:
17               Prepay Parks & Trails Fee                           $0                193 Units       $0.00         $        -
18            Prepay State Rt 4 Bypass Fee                        $965,000
19             SUBTOTAL (16 through 20)                          $2,277,400           Prepay PORTION Parks Fee
20               TOTAL COST (14 + 21)                            $3,308,020            193 Units     $6,712.42       $    1,295,497.06 ($3,772,447.82)   TOTAL
               BOND ISSUANCE COSTS                                                         Estimated Fee Credit: $       (1,473,851.07) ($7,636.53)      PER LOT
21                    Bond Counsel                  0.011          $42,460                             total:        $     (178,354.01)
22                 Disclosure Counsel               0.004          $15,440                 Portion in this district:
23                     Bond Printing                0.002           $7,720             193 Units       $0.00         $                -
24              Registrar and Paying Agent          0.001           $3,860
25                      Appraisals                  0.002           $7,720            Prepay PORTION Bypass Fee
26                    Bond Discount                  0.02          $77,200             193 Units    $15,390.00       $    2,970,270.00
27                 Bond Reserve Fund                0.085          $328,100                Estimated Fee Credit: $                 -
28        City Administration & Assessment Eng.     0.018          $69,480                             total:        $    2,970,270.00
29       Subtotal Bond Issuance Costs (Assume       0.143          $551,980                Portion in this district:
30             Total Assessment (21+32)                          $3,860,000            193 Units     $5,000.00       $      965,000.00
31                 Assessment Per Unit                           $20,000.00
32                                                                (per unit)
                                         TARGET:                   $20,000
                               BOND COST CHECK:                    $551,980           Notes:
                     IMPROVEMENTS COST CHECK:                     $3,308,020          Acquisition priorities
CHECK




                    NUMBER OF UNITS PROPOSED:                         193                         1st Garin Parkway
                                                                                                  2nd Sand Creek Road in-tract
                                            check                        $3,860,000


                                                                                                  City Fees 2006
                                                                                                           Water         $6,653.84        per SFR
                                                                                                      Wastewater         $3,972.97        per SFR
                                                                                                           Roads         $10,020.07       per SFR
                                                                                                            Parks        $6,712.42        per SFR
                                                                                                          Bypass         $15,390.00       per SFR




        2006 Preliminary Engineer's Report 09may06.xls                                                                                                      84
DRAFT CIFP 2006-1 / AD 2006-1
APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                                 SUBD 8548
                                                                                        Local Obligation / Improvement Items:

                                                            Standard Pacific Homes
                                                                   large lots
                ACQUISITION ITEMS,
                PREPAY FEES AND                                    Barrington
              BOND ISSUANCE COSTS                                  89 Units             Prepay PORTION Roadway Fee
                   ACQUISITION ITEMS                                                      89 Units    $10,020.07       $     891,786.23 ($3,888,080.73)    TOTAL
1                   Sand Creek Road                                                          Estimated Fee Credit:       ($700,484.18)  ($7,870.61)        PER LOT
2                    Garin Parkway                                $856,625                               total:        $     191,302.05
3                     Sunset Road                                                            Portion in this district:
4                    Lone Tree Way                                                        89 Units     $2,000.00       $     178,000.00
5                     Adams Lane
6                   San Jose Avenue                                                     Prepay PORTION Water Fee
7                      O'Hara Ave.                                                        89 Units     $6,653.84       $      592,191.76 ($638,376.90)     TOTAL
8                                                                                            Estimated Fee Credit: $         (115,011.22) ($1,292.26)      PER LOT
9                                                                                                        total:        $      477,180.54
10                                                                                           Portion in this district:
11                                                                                        89 Units     $4,800.00       $      427,200.00
12
13                  SUBTOTAL (1-12)                               $856,625              Prepay PORTION Wastewater Fee
                      PREPAY FEES                                                         89 Units     $3,972.97       $ 353,594.33
14                 Prepay Roadway Fee                             $178,000                   Estimated Fee Credit: $            -
15              Prepay Water Facilities Fee                       $427,200                               total:        $ 353,594.33
16           Prepay Wastewater Facilities Fee                        $0                      Portion in this district:
17               Prepay Parks & Trails Fee                           $0                   89 Units       $0.00         $        -
18            Prepay State Rt 4 Bypass Fee                        $445,000
19             SUBTOTAL (16 through 20)                          $1,050,200             Prepay PORTION Parks Fee
20               TOTAL COST (14 + 21)                            $1,906,825               89 Units     $6,712.42       $      597,405.38 ($3,772,447.82)   TOTAL
               BOND ISSUANCE COSTS                                                           Estimated Fee Credit: $         (679,651.53) ($7,636.53)      PER LOT
21                    Bond Counsel                  0.011          $24,475                               total:        $      (82,246.15)
22                 Disclosure Counsel               0.004           $8,900                   Portion in this district:
23                     Bond Printing                0.002           $4,450                89 Units       $0.00         $                -
24              Registrar and Paying Agent          0.001           $2,225
25                      Appraisals                  0.002           $4,450              Prepay PORTION Bypass Fee
26                    Bond Discount                  0.02          $44,500                89 Units    $15,390.00       $    1,369,710.00
27                 Bond Reserve Fund                0.085          $189,125                  Estimated Fee Credit: $                 -
28        City Administration & Assessment Eng.     0.018          $40,050                               total:        $    1,369,710.00
29       Subtotal Bond Issuance Costs (Assume       0.143          $318,175                  Portion in this district:
30             Total Assessment (21+32)                          $2,225,000               89 Units     $5,000.00       $      445,000.00
31                 Assessment Per Unit                           $25,000.00
32                                                                (per unit)
                                         TARGET:                   $25,000
                               BOND COST CHECK:                    $318,175             Notes:
                     IMPROVEMENTS COST CHECK:                     $1,906,825            Acquisition priorities
CHECK




                    NUMBER OF UNITS PROPOSED:                         89                            1st Garin Parkway
                                                                                                    2nd Sand Creek Road in-tract
                                            check                          $2,225,000


                                                                                                    City Fees 2006
                                                                                                             Water         $6,653.84        per SFR
                                                                                                        Wastewater         $3,972.97        per SFR
                                                                                                             Roads         $10,020.07       per SFR
                                                                                                              Parks        $6,712.42        per SFR
                                                                                                            Bypass         $15,390.00       per SFR




        2006 Preliminary Engineer's Report 09may06.xls                                                                                                        85
DRAFT CIFP 2006-1 / AD 2006-1
APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                            SUBD 8954
                                                                            Local Obligation / Improvement Items:
                                                          Suncrest Homes
              ACQUISITION ITEMS,                            Prewett Ranch
              PREPAY FEES AND
            BOND ISSUANCE COSTS                              240 Units      Prepay PORTION Roadway Fee
                 ACQUISITION ITEMS                                           240 Units    $10,020.07       $ 2,404,816.80
 1                Sand Creek Road                                                Estimated Fee Credit: $ (2,404,816.80)
 2                 Garin Parkway                                                             total:        $          -
 3                  Sunset Road                                                  Portion in this district:
 4                 Lone Tree Way                            $1,190,340            494        $0.00         $          -
 5                  Adams Lane                              $1,791,660
 6                San Jose Avenue                                           Prepay PORTION Water Fee
 7                    O'Hara Ave.                                            240 Units  $6,653.84   $           1,596,921.60
                                                                                                                                  3-22-06 preliminay credit
8                                                                                Estimated Fee Credit: $         (628,266.24)         analysis by CBG
9                                                                                            total:        $      968,655.36
10                                                                               Portion in this district:
11                                                                           240 Units     $4,000.00       $      960,000.00
12
13                SUBTOTAL (1-12)                           $2,982,000      Prepay PORTION Wastewater Fee
                    PREPAY FEES                                              240 Units  $3,972.97  $      953,512.80
14                                                                                                                                3-22-06 preliminay credit
                  Prepay Roadway Fee                            $0               Estimated Fee Credit: $         (273,626.98)         analysis by CBG
15             Prepay Water Facilities Fee                   $960,000                        total:        $      679,885.82
16          Prepay Wastewater Facilities Fee                    $0               Portion in this district:
17              Prepay Parks & Trails Fee                       $0           240 Units       $0.00         $                -
18           Prepay State Rt 4 Bypass Fee                   $1,200,000
19            SUBTOTAL (16 through 20)                      $2,160,000      Prepay PORTION Parks Fee
20              TOTAL COST (14 + 21)                        $5,142,000       240 Units     $6,712.42       $    1,610,980.80
              BOND ISSUANCE COSTS                                                Estimated Fee Credit: $       (1,639,243.45)
21                   Bond Counsel                 0.011      $66,000                         total:        $      (28,262.65)
22                Disclosure Counsel              0.004      $24,000             Portion in this district:
23                    Bond Printing               0.002      $12,000         240 Units       $0.00         $                -
24             Registrar and Paying Agent         0.001       $6,000
25                     Appraisals                 0.002      $12,000        Prepay PORTION Bypass Fee
26                   Bond Discount                 0.02      $120,000        240 Units    $15,390.00       $    3,693,600.00
27                Bond Reserve Fund               0.085      $510,000            Estimated Fee Credit: $                 -
28       City Administration & Assessment Eng.    0.018      $108,000                        total:        $    3,693,600.00
29      Subtotal Bond Issuance Costs (Assume      0.143      $858,000            Portion in this district:
30            Total Assessment (22+32)                      $6,000,000       240 Units     $5,000.00       $    1,200,000.00
31                Assessment Per Unit                       $25,000.00
32                                                           (per unit)
                                        TARGET:               $25,000
                             BOND COST CHECK:                 $858,000      Notes:
                   IMPROVEMENTS COST CHECK:                  $5,142,000     Acquisition priorities
                   NUMBER OF UNITS PROPOSED:                    240                     1st Lone Tree Way
CHECK




                                                                                        2nd Adams Lane
                                          check                  $6,000,000             3rd Tilton Lane


                                                                                        City Fees 2006
                                                                                                 Water         $6,653.84        per SFR
                                                                                            Wastewater         $3,972.97        per SFR
                                                                                                 Roads         $10,020.07       per SFR
                                                                                                  Parks        $6,712.42        per SFR
                                                                                                Bypass         $15,390.00       per SFR




     2006 Preliminary Engineer's Report 09may06.xls                                                                                                     86
DRAFT CIFP 2006-1 / AD 2006-1
APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                               SUBD 9050
                                                                                     Local Obligation / Improvement Items:
                                                            Passport Homes
                ACQUISITION ITEMS,                         Estates at the Preserve
                PREPAY FEES AND
              BOND ISSUANCE COSTS                                59 Units            Prepay PORTION Roadway Fee
                   ACQUISITION ITEMS                                                 59 Units $10,020.07          $  591,184.13 $           82,007.95 235'X$348.97/LF
1                   Sand Creek Road                                                     Estimated Fee Credit: $     (134,321.95) $          52,314.00 RoW
2                    Garin Parkway                                                                  total:        $  456,862.18 $          134,321.95
3                     Sunset Road                                                       Portion in this district:
4                    Lone Tree Way                                                   59 Units     $5,000.00       $  295,000.00
5                     Adams Lane
6                   San Jose Avenue                                                  Prepay PORTION Water Fee
7                      O'Hara Ave.                                                   59 Units     $6,653.84       $     392,576.56
8                                                                                       Estimated Fee Credit: $                -
9                                                                                                   total:        $     392,576.56
10                                                                                      Portion in this district:
11                                                                                   59 Units     $5,000.00       $     295,000.00
12
13                  SUBTOTAL (1-12)                                  $0              Prepay PORTION Wastewater Fee
                      PREPAY FEES                                                    59 Units     $3,972.97       $ 234,405.23
14                 Prepay Roadway Fee                           $295,000                Estimated Fee Credit: $            -
15              Prepay Water Facilities Fee                     $354,000                            total:        $ 234,405.23
16           Prepay Wastewater Facilities Fee                   $113,575                Portion in this district:
17               Prepay Parks & Trails Fee                      $206,500             59 Units     $1,925.00       $ 113,575.00
18             Prepay State Rt 4 Bypass Fee                     $295,000
19             SUBTOTAL (16 through 20)                        $1,264,075            Prepay PORTION Parks Fee
20               TOTAL COST (14 + 21)                          $1,264,075            59 Units     $6,712.42       $      396,032.78 1.17 Ac incl land & soft costs
               BOND ISSUANCE COSTS                                                      Estimated Fee Credit: $         (166,469.82) less $200,000 per RGMP
21                     Bond Counsel                0.011          $16,225                           total:        $      229,562.96
22                  Disclosure Counsel             0.004          $5,900                Portion in this district:
23                     Bond Printing               0.002          $2,950             59 Units     $2,000.00       $     118,000.00
24              Registrar and Paying Agent         0.001          $1,475
25                      Appraisals                 0.002          $2,950             Prepay PORTION Bypass Fee
26                    Bond Discount                 0.02          $29,500            59 Units $15,390.00          $     908,010.00
27                  Bond Reserve Fund              0.085         $125,375               Estimated Fee Credit: $                -
28        City Administration & Assessment Eng.    0.018          $26,550                           total:        $     908,010.00
29       Subtotal Bond Issuance Costs (Assume      0.143         $210,925               Portion in this district:
30             Total Assessment (22+32)                        $1,475,000            59 Units     $5,000.00       $     295,000.00
31                 Assessment Per Unit                         $25,000.00
32                                                              (per unit)      Notes:
                                         TARGET:                  $25,000       1. Acquisition priorities
                              BOND COST CHECK:                   $210,925                  Lone Tree Way off-site
                     IMPROVEMENTS COST CHECK:                   $1,264,075      2. need Lone Tree Way scope of work & cost estimate
CHECK




                    NUMBER OF UNITS PROPOSED:                       59          3. Lone Tree Way road reimbursements?
                                                                                4. existing home (remainder parcel) receives no assessment
                                           check                     $1,475,000    cash contribution by developer for benefitting improvements


                                                                                              City Fees 2006
                                                                                                       Water          $6,653.84      per SFR
                                                                                                  Wastewater          $3,972.97      per SFR
                                                                                                       Roads          $10,020.07     per SFR
                                                                                                       Parks          $6,712.42      per SFR
                                                                                                      Bypass          $15,390.00     per SFR




        2006 Preliminary Engineer's Report 09may06.xls                                                                                                               87
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APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                               SUBD. 8506
                                                                               Local Obligation / Improvement Items:
                                                         West Coast Home Builders
                ACQUISITION ITEMS,                               Bridle Gate
                PREPAY FEES AND
              BOND ISSUANCE COSTS                               166 Units          Prepay PORTION Roadway Fee
                   ACQUISITION ITEMS                                                166 Units $10,020.07          $ 1,663,331.62
1                   Sand Creek Road                             $1,481,550              Estimated Fee Credit: $ (1,594,412.00) Sd Crk $841,600 1600"X$526/LF
2                    Garin Parkway                                                                  total:        $    68,919.62 signals $275,000
3                     Sunset Road                                                       Portion in this district:                 cont. $273,567
4                    Lone Tree Way                                                  166 Units       $0.00         $          -      $1,390,167
5                     Adams Lane                                                                                                  NWQ $204,245
6                   San Jose Avenue                                                                                                 $1,594,412
7                       O'Hara Ave.
8                                                                                  Prepay PORTION Water Fee
9                                                                                   166 Units     $6,653.84       $    1,104,537.44 18" Z I full reim.   1600'X$126
10                                                                                      Estimated Fee Credit: $         (301,987.20) 16" Z II upsize reim1600'X$25.60
11                                                                                                  total:        $      802,550.24                       cont. $59,427
12                                                                                      Portion in this district:                                         $301,987.20
13                   SUBTOTAL (1-12)                            $1,481,550          166 Units     $4,500.00       $      747,000.00
                       PREPAY FEES
14                  Prepay Roadway Fee                              $0             Prepay PORTION Wastewater Fee
15               Prepay Water Facilities Fee                     $747,000           166 Units     $3,972.97       $ 659,513.02
16            Prepay Wastewater Facilities Fee                   $498,000               Estimated Fee Credit: $            -
17                Prepay Parks & Trails Fee                         $0                              total:        $ 659,513.02
18              Prepay State Rt 4 Bypass Fee                     $830,000               Portion in this district:
19              SUBTOTAL (14 through 19)                        $2,075,000          166 Units     $3,000.00       $ 498,000.00
20                TOTAL COST (13 + 20)                          $3,556,550
                BOND ISSUANCE COSTS                                                Prepay PORTION Parks Fee
21                      Bond Counsel               0.011          $45,650           166 Units     $6,712.42       $    1,114,261.72 $171,262.71 X5.04 A
22                   Disclosure Counsel            0.004          $16,600               Estimated Fee Credit: $       (1,561,375.97) cont. $216,929.91
23                      Bond Printing              0.002          $8,300                            total:        $     (447,114.25) land $100,000X5.04 A
24               Registrar and Paying Agent        0.001          $4,150                Portion in this district:                      $1,561,375.97
25                       Appraisals                0.002          $8,300            166 Units       $0.00         $             -
26                     Bond Discount                0.02          $83,000
27                   Bond Reserve Fund             0.085         $352,750          Prepay PORTION Bypass Fee
28         City Administration & Assessment Eng.   0.018          $74,700           166 Units $15,390.00          $    2,554,740.00
29        Subtotal Bond Issuance Costs (Assume     0.143         $593,450               Estimated Fee Credit: $                 -
30              Total Assessment (21+32)                        $4,150,000                          total:        $    2,554,740.00
31                  Assessment Per Unit                         $25,000.00              Portion in this district:
32                                                               (per unit)         166 Units     $5,000.00       $     830,000.00
                                         TARGET:                  $25,000
                               BOND COST CHECK:                  $593,450          Discussion Items:
                     IMPROVEMENTS COST CHECK:                   $3,556,550         Sand Creek Rd updated cost estimate?
CHECK




                    NUMBER OF UNITS PROPOSED:                       166


                                           check                      $4,150,000


                                                                                               City Fees 2006
                                                                                                        Water         $6,653.84       per SFR
                                                                                                   Wastewater         $3,972.97       per SFR
                                                                                                        Roads         $10,020.07      per SFR
                                                                                                        Parks         $6,712.42       per SFR
                                                                                                       Bypass         $15,390.00      per SFR




        2006 Preliminary Engineer's Report 09may06.xls                                                                                                            88
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APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                          SUBD 8982
                                                                                Local Obligation / Improvement Items:
                                                         Baca Properties
              ACQUISITION ITEMS,                          Parkside Villas
              PREPAY FEES AND
            BOND ISSUANCE COSTS                             35 Units            Prepay PORTION Roadway Fee
                ACQUISITION ITEMS                                               35 Units $10,020.07          $  350,702.45         $202,323.74   N. Sand Crk W of Fairview
 1               Sand Creek Road                                                   Estimated Fee Credit: $     (417,580.74)         $215,257     incl cont
 2                Garin Parkway                                                                total:        $  (66,878.29)        $417,580.74
 3                 Sunset Road                                                     Portion in this district:
 4                Lone Tree Way                                                 35 Units       $0.00         $         -
 5                 Adams Lane
 6                San Jose Avenue                                               Prepay PORTION Water Fee
 7                   O'Hara Ave.                                                35 Units    $6,653.84        $      232,884.40
 8                                                                                 Estimated Fee Credit: $                 -
 9                                                                                             total:        $      232,884.40
10                                                                                 Portion in this district:
11                                                                              35 Units    $6,000.00        $      210,000.00
12
13                 SUBTOTAL (1-12)                             $0               Prepay PORTION Wastewater Fee
                    PREPAY FEES                                                 35 Units    $3,972.97        $ 139,053.95
14                Prepay Roadway Fee                           $0                  Estimated Fee Credit: $            -
15             Prepay Water Facilities Fee                  $210,000                           total:        $ 139,053.95
16          Prepay Wastewater Facilities Fee                $126,875               Portion in this district:
17              Prepay Parks & Trails Fee                   $70,000             35 Units    $3,625.00        $ 126,875.00
18            Prepay State Rt 4 Bypass Fee                  $343,000
19            SUBTOTAL (14 through 19)                      $749,875            Prepay PORTION Parks Fee
20              TOTAL COST (13 + 20)                        $749,875            35 Units    $6,712.42        $      234,934.70
              BOND ISSUANCE COSTS                                                  Estimated Fee Credit: $         (148,550.93) Creek road trail per RGMP
21                   Bond Counsel                0.011       $9,625                            total:        $       86,383.77 no credits for Mini-Park per RGMP
22                 Disclosure Counsel            0.004       $3,500                Portion in this district:
23                    Bond Printing              0.002       $1,750             35 Units    $2,000.00        $       70,000.00
24             Registrar and Paying Agent        0.001        $875
25                     Appraisals                0.002       $1,750             Prepay PORTION Bypass Fee
26                   Bond Discount                0.02       $17,500            35 Units $15,390.00          $      538,650.00
27                 Bond Reserve Fund             0.085       $74,375               Estimated Fee Credit: $                 -
28       City Administration & Assessment Eng.   0.018       $15,750                           total:        $      538,650.00
29      Subtotal Bond Issuance Costs (Assume     0.143      $125,125               Portion in this district:
30            Total Assessment (21+32)                      $875,000            35 Units    $9,800.00        $      343,000.00
31                Assessment Per Unit                      $25,000.00
32                                                          (per unit)
                                      TARGET:                $25,000
                           BOND COST CHECK:                 $125,125            Discussion Items:
                  IMPROVEMENTS COST CHECK:                  $749,875
CHECK




                 NUMBER OF UNITS PROPOSED:                      35


                                        check                        $875,000


                                                                                         City Fees 2006
                                                                                                  Water          $6,653.84       per SFR
                                                                                             Wastewater          $3,972.97       per SFR
                                                                                                  Roads          $10,020.07      per SFR
                                                                                                  Parks          $6,712.42       per SFR
                                                                                                 Bypass          $15,390.00      per SFR




    2006 Preliminary Engineer's Report 09may06.xls                                                                                                                   89
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APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                            SUBD 8311
                                                                               Local Obligation / Improvement Items:
                                                            Pulte Homes
                ACQUISITION ITEMS,                          Carmel Estates
                PREPAY FEES AND
              BOND ISSUANCE COSTS                            102 Units         Prepay PORTION Roadway Fee
                   ACQUISITION ITEMS                                            102 Units    $10,020.07       $ 1,022,047.14
1                   Sand Creek Road                                                 Estimated Fee Credit: $              -
2                    Garin Parkway                                                              total:        $ 1,022,047.14
3                     Sunset Road                                                   Portion in this district:
4                    Lone Tree Way                                              102 Units     $9,425.00       $   961,350.00
5                     Adams Lane
6                   San Jose Avenue                                            Prepay PORTION Water Fee
7                      O'Hara Ave.                                              102 Units     $6,653.84       $      678,691.68 $ 1,117,200.00 42" Neroly
8                                                                                   Estimated Fee Credit: $       (1,117,200.00)
9                                                                                               total:        $     (438,508.32)
10                                                                                  Portion in this district:
11                                                                              102 Units       $0.00         $                -
12
13                  SUBTOTAL (1-12)                              $0            Prepay PORTION Wastewater Fee
                      PREPAY FEES                                               102 Units     $3,972.97       $ 405,242.94
14                 Prepay Roadway Fee                        $961,350               Estimated Fee Credit: $            -
15              Prepay Water Facilities Fee                     $0                              total:        $ 405,242.94
16           Prepay Wastewater Facilities Fee                $102,000               Portion in this district:
17               Prepay Parks & Trails Fee                   $612,000           102 Units     $1,000.00       $ 102,000.00
18            Prepay State Rt 4 Bypass Fee                   $510,000
19             SUBTOTAL (14 through 19)                     $2,185,350         Prepay PORTION Parks Fee
20               TOTAL COST (13 + 20)                       $2,185,350          102 Units     $6,712.42       $      684,666.84 $      50,548.44 increased trail
               BOND ISSUANCE COSTS                                                  Estimated Fee Credit: $          (50,548.44)
21                    Bond Counsel                  0.011     $28,050                           total:        $      634,118.40
22                 Disclosure Counsel               0.004     $10,200               Portion in this district:
23                     Bond Printing                0.002      $5,100           102 Units     $6,000.00       $      612,000.00
24              Registrar and Paying Agent          0.001      $2,550
25                      Appraisals                  0.002      $5,100          Prepay PORTION Bypass Fee
26                    Bond Discount                  0.02     $51,000           102 Units    $15,390.00       $    1,569,780.00
27                 Bond Reserve Fund                0.085     $216,750              Estimated Fee Credit: $                 -
28        City Administration & Assessment Eng.     0.018     $45,900                           total:        $    1,569,780.00
29       Subtotal Bond Issuance Costs (Assume       0.143     $364,650              Portion in this district:
30             Total Assessment (21+32)                     $2,550,000          102 Units     $5,000.00       $      510,000.00
31                 Assessment Per Unit                      $25,000.00
32                                                           (per unit)
                                         TARGET:               $25,000
                               BOND COST CHECK:               $364,650         Discussion Items:
                     IMPROVEMENTS COST CHECK:                $2,185,350        any acquisition items?
CHECK




                    NUMBER OF UNITS PROPOSED:                    102


                                            check                 $2,550,000


                                                                                           City Fees 2006
                                                                                                    Water         $6,653.84        per SFR
                                                                                               Wastewater         $3,972.97        per SFR
                                                                                                    Roads         $10,020.07       per SFR
                                                                                                     Parks        $6,712.42        per SFR
                                                                                                   Bypass         $15,390.00       per SFR




        2006 Preliminary Engineer's Report 09may06.xls                                                                                                     90
    DRAFT CIFP 2006-1 / AD 2006-1
    APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                              MS 359-03
                                                                                   Local Obligation / Improvement Items:
                                                                 Valle
                   ACQUISITION ITEMS,
                   PREPAY FEES AND
                 BOND ISSUANCE COSTS                            2 Units            Prepay PORTION Roadway Fee
                     ACQUISITION ITEMS                                                2 Units    $10,020.07       $       20,040.14
     1                Sand Creek Road                                                   Estimated Fee Credit: $                 -
     2                 Garin Parkway                                                                total:        $       20,040.14
     3                  Sunset Road                                                     Portion in this district:
     4                 Lone Tree Way                                                  2 Units       $0.00         $                -
     5                  Adams Lane
     6                San Jose Avenue                                              Prepay PORTION Water Fee
     7                    O'Hara Ave.                          $49,350                2 Units     $6,653.84       $       13,307.68
     8                                                                                  Estimated Fee Credit: $                 -
     9                                                                                              total:        $       13,307.68
     10                                                                                 Portion in this district:
     11                                                                               2 Units       $0.00         $                -
     12                   available
     13               SUBTOTAL (1-12)                          $49,350             Prepay PORTION Wastewater Fee
                         PREPAY FEES                                                  2 Units     $3,972.97       $        7,945.94
     14               Prepay Roadway Fee                         $0                     Estimated Fee Credit: $                 -
     15            Prepay Water Facilities Fee                   $0                                 total:        $        7,945.94
     16         Prepay Wastewater Facilities Fee                 $0                     Portion in this district:
     17             Prepay Parks & Trails Fee                    $0                   2 Units       $0.00         $                -
     18          Prepay State Rt 4 Bypass Fee                    $0
     19           SUBTOTAL (14 through 19)                       $0                Prepay PORTION Parks Fee
     20             TOTAL COST (13 + 20)                       $49,350                2 Units     $6,712.42       $       13,424.84
                   BOND ISSUANCE COSTS                                                  Estimated Fee Credit: $                 -
     21                   Bond Counsel                0.011      $633                               total:        $       13,424.84
     22                Disclosure Counsel             0.004      $230                   Portion in this district:
     23                    Bond Printing              0.002      $115                 2 Units       $0.00         $                -
     24             Registrar and Paying Agent        0.001       $58
     25                     Appraisals                0.002      $115              Prepay PORTION Bypass Fee
     26                   Bond Discount                0.02     $1,152                2 Units    $15,390.00       $       30,780.00
     27                Bond Reserve Fund              0.085     $4,895                  Estimated Fee Credit: $                 -
     28       City Administration & Assessment Eng.   0.018     $1,037                              total:        $       30,780.00
     29      Subtotal Bond Issuance Costs (Assume     0.143     $8,235                  Portion in this district:
     30            Total Assessment (21+32)                     $57,590               2 Units       $0.00         $                -
     31               Assessment Per Unit                     $28,795.00
     32                                                        (per unit)
                                            TARGET:             $28,795
                                 BOND COST CHECK:               $8,240             Discussion Items:
                       IMPROVEMENTS COST CHECK:                 $49,355            O'Hara Ave. fair share 141 LF X $350/LF= $49,350
     CHECK




                       NUMBER OF UNITS PROPOSED:                   2


                                              check                      $57,585


                                                                                               City Fees 2006
                                                                                                        Water         $6,653.84        per SFR
                                                                                                   Wastewater         $3,972.97        per SFR
                                                                                                        Roads         $10,020.07       per SFR
                                                                                                         Parks        $6,712.42        per SFR
                                                                                                       Bypass         $15,390.00       per SFR




2006 Preliminary Engineer's Report 09may06.xls                                                                                                   91
DRAFT CIFP 2006-1 / AD 2006-1
APPENDIX: INDIVIDUAL PROPERTY ANALYSIS

                                                                   DR 05-29
                                                           Lone Tree Brentwood, LLC Local Obligation / Improvement Items:
                                                                  Commercial
              ACQUISITION ITEMS,                                  9.69 Acres
              PREPAY FEES AND
            BOND ISSUANCE COSTS                                  118,229 SF              Prepay PORTION Roadway Fee
                ACQUISITION ITEMS                                                            118,229 SF        $4.07         $     481,357.55
1                Sand Creek Road                                                                   Estimated Fee Credit:
2                 Garin Parkway                                                                                total:        $     481,357.55
3                  Sunset Road                                                                     Portion in this district:
4                 Lone Tree Way                                   $264,224                   118,229 SF        $3.75         $     443,358.75
5                  Adams Lane
6                San Jose Avenue                                                         Prepay PORTION Water Fee
7                    O'Hara Ave.                                                             118,229 SF        $1.43           $   169,634.97
8                                                                                                  Estimated Fee Credit:       $          -
9                                                                                                              total:          $   169,634.97
10                                                                                                 Portion in this district:
11                                                                                           118,229 SF        $1.30           $   153,697.70
12
13               SUBTOTAL (1-12)                                  $264,224               Prepay PORTION Wastewater Fee
                    PREPAY FEES                                                              118,229 SF        $0.97         $     114,587.55
14               Prepay Roadway Fee                                $455,182                        Estimated Fee Credit: $                -
15            Prepay Water Facilities Fee                          $153,698                                    total:        $     114,587.55
16         Prepay Wastewater Facilities Fee                        $112,318                        Portion in this district:
17             Prepay Parks & Trails Fee                              $0                     118,229 SF        $0.95         $     112,317.55
18          Prepay State Rt 4 Bypass Fee                           $135,963
19           SUBTOTAL (14 through 19)                              $857,161              Prepay PORTION Parks Fee
20             TOTAL COST (13 + 20)                               $1,121,385                 118,229 SF        $0.00         $             -
              BOND ISSUANCE COSTS                                                                  Estimated Fee Credit:
21                   Bond Counsel                  0.011           $14,394                                     total:        $             -
22                Disclosure Counsel               0.004            $5,234                         Portion in this district:
23                    Bond Printing                0.002            $2,617                   118,229 SF        $0.00         $             -
24             Registrar and Paying Agent          0.001            $1,309
25                     Appraisals                  0.002            $2,617               Prepay PORTION Bypass Fee
26                   Bond Discount                  0.02           $26,170                   118,229 SF        $1.28           $   151,333.12
27                Bond Reserve Fund                0.085           $111,223                        Estimated Fee Credit:       $          -
28       City Administration & Assessment Eng.     0.018           $23,553                                     total:          $   151,333.12
29      Subtotal Bond Issuance Costs (Assume       0.143           $187,116                        Portion in this district:
30            Total Assessment (21+32)                            $1,308,500                 118,229 SF        $1.15           $   135,963.35
31               Assessment Per Unit                                 $3.10
32                                                                 (per SF)              Discussion Items:
                                       TARGET:                       $3.10               Lone Tree Way fair share road                          $    262,723.75
                            BOND COST CHECK:                       $187,115              Lone Tree Way fair share water                         $     14,400.31
                  IMPROVEMENTS COST CHECK:                        $1,121,385             Lone Tree Way fair share sewer                         $     12,337.07
CHECK




                               SF of LAND AREA:                                422,096                                                          $    289,461.13
                                                                                         Due to adjacent property owner
                                         check                    $1,308,500             Traffic Signal share and main entrance @ Lone Tree     $     13,613.18
                                                                                                                                                $    303,074.31

                                                                                                           City Fees 2006
                                                                                                                    Water          $1.43        per SF
                                                                                                               Wastewater          $0.97        per SF
                                                                                                                    Roads          $4.07        per SF
                                                                                                                     Parks                      per SF
                                                                                                                   Bypass          $1.28        per SF




  2006 Preliminary Engineer's Report 09may06.xls                                                                                                            92
                              CITY COUNCIL AGENDA ITEM NO. 16



Meeting Date: May 9, 2006

Subject/Title:   Approve reorganization of the Public Works Department to include the
                 Engineering Department and approve classification descriptions and salary
                 ranges for Director of Public Works/City Engineer, Assistant Director of Public
                 Works/Assistant City Engineer, Deputy Director of Public Works/Operations as
                 well as reclassification of incumbent staff

Prepared by:     Bailey Grewal, City Engineer and Patti Standley, Human Resources Manager

Submitted by: Donna Landeros, City Manager


RECOMMENDATION
Approve reorganization of the Public Works and Engineering Departments into one department:
Public Works Department. Approve classification descriptions and salary ranges for Director of
Public Works/City Engineer, Assistant Director of Public Works/Assistant City Engineer, and
Deputy Director of Public Works/Operations as well as reclassification of incumbent staff.

PREVIOUS ACTION
None.

BACKGROUND
The resignation of the previous Director of Public Works provided an opportunity to consolidate
Public Works and Engineering without adding any additional positions. The City of Brentwood
still has many major capital improvement programs to complete while the City continues to build
out. Management of those projects will be streamlined by including Engineering in the same
department as the operating divisions of Water, Wastewater, Solid Waste, Streets and Fleet
Management. Also, this will assist in streamlining the development review and approval
process with the consolidation of engineering and operations functions as one department. The
organization chart for the proposed Public Works Department is attached.

The Director of Public Works/City Engineer classification description, attached as Exhibit A,
expands the scope of work to recognize overall responsibility for City Engineering and Public
Works services and functions. I recommend the reclassification of the incumbent City Engineer
to Director of Public Works/City Engineer with placement on the salary plan in accordance with
City policy.

The Assistant Director of Public Works/Assistant City Engineer classification description,
attached as Exhibit B, expands the scope of work and level of responsibility to include all
Engineering-related divisions as well as technical oversight of Public Works Operations, and a
responsible role in utility rate studies. The Assistant Director is authorized to act as Director in
the Director’s absence. I recommend the reclassification of the incumbent Assistant City
Engineer to Assistant Director of Public Works/Assistant City Engineer with placement on the
salary plan in accordance with City policy.
The Deputy Director of Public Works/Operations is a new position, described in Exhibit C. This
position would be responsible for the management of the following Public Works divisions: water
production, treatment and distribution, sewer collection, wastewater treatment, street
maintenance, pavement management program, street lighting, solid waste maintenance and
collection, street cleaning, storm drainage, equipment maintenance and procurement, and
facilities.

This classification would report to the Director of Public Works/City Engineer and also receives
technical supervision related to capital improvement projects from the Assistant Director of
Public Works/Assistant City Engineer.

Staff requests City Council authorization to begin recruitment and selection efforts to fill this
position.

Staff conducted a comprehensive study of department structures that combine public works
operations and utilities along with the engineering function. These cities include the following:
Benicia, Manteca, Pleasanton, Vacaville, Escondido and Hayward.

Recommended salary ranges are as follows:

       Director of Public Works/City Engineer                        $126,447 - $153,738
       Assistant Director of Public Works/Assistant City Engineer    $109,932 - $133,665
       Deputy Director of Public Works/Operations                    $ 99,927 - $121,518

Staff further recommends the reclassification of one Engineering Services Specialist to
Management Analyst. This reclassification is requested to provide high-level administrative
support to the Director of Public Works/City Engineer. Minor revisions of the Management
Analyst classification have been made and are included in the classification which is attached
as Exhibit D. The revisions do not significantly impact the scope of work, however, staff
recommends revising the description to adequately identify the range of duties that may be
assigned to a Management Analyst, including work of difficult complexity involving studies,
report writing and calculations. Staff recommends the reclassification of one incumbent
Engineering Services Specialist with placement on the salary plan in accordance with City
policy.

FISCAL IMPACT
The impact to the 2006/07 Operating Budget due to the reorganization of the Public Works and
Engineering Departments is a budget decrease to the General Fund in the amount of $159,000.
Offsetting budget increases are needed to the Water, Wastewater, and Solid Waste funds in the
amount of $50,000 each and the Capital Improvement Project Administration Fund in the
amount of $9,000. These budget adjustments will result in a net impact of zero to the 2006/07
Operating Budget.

Attachment:
Public Works Department proposed Organization Chart
Resolution
                                                                                                                                        PUBLIC WORKS
                                                                                                                                              DPW/City Engineer
                                                                                                                                                Bailey Grewal



                               Assistant Director of Public                                                                                                                                                                                                                                      Management Analyst
                                         Works/                                                                                                                                                                                                                                                     Debra Galey
                                 Assistant City Engineer                                                                                                                                                                  OPERATIONS
                                      Paul Eldredge                                                                                                                                                               Deputy Director of Public Works
                                                                                                                                                                                                                              Vacant


    Administration
       Brenda Scott
     Admin. Supervisor
                                                                            Erik Begnal
                                                                                                       Administration                                                          Wastewater
                                                                            Purchasing                                                                                                                                                                               Streets Manager
                                                                             Assistant                   Diane Williams                                                         Manager                                                                                 Jim Gallegos
        Kim Dempsey                                                                                     Admin. Supervisor                                                      David Stoops
       Administrative
         Secretary                                                          Kelly Warren
                                                                           Safety/Special
                                                                              Projects                                                             Dustin Bloomfield           Kyle Anderson                                                                             Dave Parsons
                                                                                                           Cindy Blazek                                                                            Carl Gaston
                                                                            Coordinator                                                           WW Maintenance             WW Laboratory                                                                            Streets Supervisor
       Catherine Mullen                                                                                   Administrative                                                                         WWTP Supervisor
                                                                                                                                                     Supervisor             Technician I (50%)
       Administrative                                                                                      Assistant II
         Assistant II
                                                                                                                                                                                                                                                   Rafael Prado          Ed Herrera
                                                                                                          Rainbow Brown                              Gary Krehbiel                                                                                Senior Street         Senior Street        Jeff Crawley
        Heather Siflies                                                                                                                            Collection System                               Pat Swaggerty
                                                                                                          Administrative                                                                                                                          Maintenance           Maintenance          Electrician
       Administrative                                                                                                                                  Worker II                                 WWTP Operator III
                                                                                                           Assistant II                                                                                                                             Worker                Worker
         Assistant I

                                                                                                                                                       Rusty Sims                                                                               Dean Paiva               Casey Grijalva     Randy Frizzell
                                                                                                          Tamara Hopkins                                                                             Vacant
                                                                                                                                                   Collection System                                                                       Street Maintenance        Street Maintenance    Street Sweeper
                                                                                                          Administrative                                                                         WWTP Operator III
                                                                                                                                                       Worker I                                                                                 Worker II                 Worker I            Operator
                                                                                                           Assistant II

                    CIP                                                         Development
                                                     Traffic Manager                                      Cathy Alexander                            Chris Ziemann                                                                             Dylan Ulrich              Jim Howard          Tony Pastor
              Senior Engineer                          Steve Kersevan
                                                                                  Manager                 Administrative                           Collection System                              Vince Friedman
                                                                                                                                                                                                                                                                     Street Maintenance    Street Sweeper
                                                                                                                                                                                                 WWTP Operator II                          Street Maintenance
                      Vacant                                                     Eunejune Kim              Assistant II                                Worker I                                                                                 Worker I                  Worker II           Operator


  Brian Bornstein                Craig Drafton                                                              Janet Kurz                               Dennis Muzzy                                  Troy Jacquez                                                           Jim Fuson         Jerry Burkhart
                                                          Randy Craig            Dee Boskovic             Administrative                           Electrician (50%)                              WWTP Operator                                                                            Street Sweeper
 Senior Associate              Sr. Construction                                                                                                                                                                                                                      Street Maintenance
    Engineer                       Inspector          Assistant Engineer      Associate Engineer           Assistant II                                                                             Assistant                    Solid Waste                              Worker II           Operator
                                                                                                                                                                                                                                  Manager
                                                                                                                                                                                                                                  Jon Carlson
                                  Gil Ordillas                                                                                                                                                                                                                           John Spadini
      Vacant                                            Teresa Wooten            Nick Estahkri                              Water Manager
Associate Engineer
                                 Construction
                                                                              Assistant Engineer
                                                                                                                                                                                                                                                                     Street Maintenance                      Fleet Manager
                                                      Assistant Engineer
                                 Inspector II                                                                                  Chris Ehlers                                                                                       Gary Parenti
                                                                                                                                                                                                                                                                          Worker II                           Scott Dempsey
                                                                                                                                                                                                                                  Solid Waste
                                  Jeff Cowling                                                                                                                                                                                    Supervisor
   Frank Lideros                 Construction                                    Edelyn Baula
Associate Engineer               Inspector II                                  GIS Coordinator                                                                                                                                  Dan Rodrigues
                                   (NPDES)                                                              Gary Skym            Richard Navarro                 Kyle Anderson                                                   Senior Solid Waste                                                               Kent Langendorff
                                                                                                    Water Distribution      Water Production               WW Laboratory                                                         Equipment                                                                   Senior Equipment
                                                                                                       Supervisor              Supervisor                 Technician I (50%)                                                      Operator                                                                       Mechanic
  Marie Sullivan                 Steve Quesada                                   Chris Chatburn
  Right of Way                   Construction                                    Engineering
   Specialist                    Inspector II                                     Technician
                                                                                                        Gabe Ornelas                                                                                                                                                                                             Joe Babel
                                                                                                                             Richard Bloomfield                                                                  Jim Lynn                       Leroy Dutra
                                                                                                       Senior Water                                          Dennis Muzzy                                                                                                                                       Equipment
                                                                                                                             Cross Connection                                                                  SW Equipment                 Solid Waste Equip.
                                                                                                       Distribution                                        Electrician (50%)                                                                                                                                     Mechanic
   Marna Huber                    Les Buckner                                     Jessica Ward                               Control Specialist                                                                 Operator II                  Operator II (P/T)
                                                                                                          Worker
 Project Services                Construction                                  Tech. Assistant II
    Manager                       Inspector I                                                                                                                                                                                                                                                                    John Rich
                                                                                                       Rich Leaver            Jim McCormick                Diana Williford                                     Antonio Arteaga                    George Pitts
                                                                                                    Water Distribution                                                                                         SW Equipment                      SW Equipment                                                   Equipment
                                                                                                                             Water Production            Water Reclamation
                                                                                                       Worker II                                                                                                Operator II                       Operator II                                                    Mechanic
   Linda Vargas                 Ryan Lamunyon                                                                                   Worker I                     Specialist
   Engineering                  Construction
Services Specialist              Inspector I                                                                                                                                                                    Matt Monroe                       Martin Hopkins
                                                                                                       Pat Hammon              Mark Poston                  Darin Berumen
                                                                                                    Water Distribution       Water Production               Senior Water                                       SW Equipment                      SW Equipment
                                                                                                        Worker II               Worker I                   Service Worker                                       Operator II                        Operator II
   Lori Sanders
 Project Services
    Specialist                                                                                                                                                                                                  Lucio Padilla                Anthony Altadonna
                                                                                                       Allen Ferstler                                         Joey Ruiz
                                                                                                    Water Distribution                                      Water Service                                      SW Equipment                   SW Equipment
                                                                                                        Worker I                                             Worker II                                          Operator II                    Operator II


                                                                                                                                                                                                                 Ray Coulter                      Mark Verduzco
                                                                                                       Paul Senick                                           Abel Ordaz                                        SW Equipment                      SW Equipment
                                                                                                    Water Distribution                                      Water Service                                       Operator II                       Operator II
                                                                                                        Worker I                                             Worker II

                                                                                                                                                                                                                Jamie Bertero                Henry “Ray” Harbin
                                                                                                                                                                                                               SW Equipment                   SW Equipment
                                                                                                                                                                                                                Operator II                     Operator I
  CITY OF
                                                                                                                                                                                                                                                  Stephen Coelho
                                                                                                                                                                                                                                                 SW Equipment
                                                                                                                                                                                                                                                 Operator II (p/t)
                                     RESOLUTION NO.


       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPROVING REORGANIZATION OF THE PUBLIC WORKS DEPARTMENT TO
       INCLUDE THE ENGINEERING DEPARTMENT, CLASSIFICATION DESCRIPTIONS
       AND SALARY RANGES FOR DIRECTOR OF PUBLIC WORKS/CITY ENGINEER,
       ASSISTANT DIRECTOR OF PUBLIC WORKS/ASSISTANT CITY ENGINEER,
       DEPUTY    DIRECTOR    OF   PUBLIC   WORKS   (OPERATIONS),   AND
       RECLASSIFICATION OF INCUMBENT STAFF


       WHEREAS, the resignation of the previous Director of Public Works provided an
opportunity to consolidate Public Works and Engineering without any additional positions, and

        WHEREAS, the City has many major capital improvement programs to complete while
the City continues to build out, and

        WHEREAS, management of those projects will be streamlined by including Engineering
in the same department as the operating divisions of Water, Wastewater, Solid Waste, Streets
and Fleet Maintenance, and

      WHEREAS, the reorganization will assist in streamlining the development review and
approval process with the consolidation of engineering and operations as one department, and

       NOW, THEREFORE BE IT RESOLVED that classification descriptions and salary
ranges have been prepared and are attached as follows,
       1. Exhibit A – Director of Public Works/City Engineer
          Annual Salary: $126,447 - $153,738
          Reclassification of current incumbent City Engineer with placement on the salary
          plan in accordance with City policy.
       2. Exhibit B – Assistant Director of Public Works/Assistant City Engineer
          Annual Salary: $109,932 - $133,665
          Reclassification of current incumbent Assistant City Engineer with placement on the
          salary plan in accordance with City policy.
       3. Exhibit C – Deputy Director of Public Works/Operations
          Annual Salary: 99,927 - $121,518
          Recruitment and selection process required
       4. Exhibit D – Management Analyst
          No change to salary range
          Reclassification of one current incumbent Engineering Services Specialist with
          placement on the salary plan in accordance with City policy.

       NOW, THEREFORE BE IT FURTHER RESOLVED that adjustments to the 2006/07
Operating Budget will occur as follows:
       1. The General Fund will decrease in the amount of $159,000
       2. Water Division Fund will increase in the amount of $50,000
       3. Wastewater Division Fund will increase in the amount of $50,000
       4. Solid Waste Division Fund will increase in the amount of $50,000
       5. Capital Improvement Project Administration budget will increase in the amount of
          $9,000.
       6. Net overall impact to the City of Brentwood 2006/07 Operating Budget is zero.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th of May 2006 by the following vote:



Attachment:
Exhibit A – Director of Public Works/City Engineer
Exhibit B – Assistant Director of Public Works/Assistant City Engineer
Exhibit C – Deputy Director of Public Works/Operations
Exhibit D – Management Analyst
                                                                                                   EXHIBIT A

                                                                                         CITY OF BRENTWOOD

                         DIRECTOR OF PUBLIC WORKS/CITY ENGINEER

Class specifications are intended to present a descriptive list of the range of duties performed by employees in the
class. Specifications are not intended to reflect all duties performed within the job.


SUMMARY DESCRIPTION
Under general administrative direction of the City Manager, plans, directs, manages, and oversees the
activities and operations of the Public Works Department including engineering, utilities and maintenance
services and activities; facilitates, develops, and implements short and long term goals for the department;
coordinates assigned activities with other departments and outside agencies; and provides highly
responsible and complex administrative support to the City Manager.

IDENTIFYING CHARACTERISTICS
The Director of Public Works/City Engineer is considered a Department Director with responsibility for
directing the activities of a Department within the City. Positions at this class level serve as a member of
the City’s senior management team and provide advice and counsel to the City Manager regarding
strategic policy and problem solving issues relating to the assigned Department and the City overall. A
person appointed to the Director of Public Works/City Engineer classification is an “at-will” employee.

REPRESENTATIVE DUTIES
The following duties are typical for this classification. Incumbents may not perform all of the listed duties and/or
may be required to perform additional or different duties from those set forth below to address business needs and
changing business practices.

        1. Assumes full management responsibility for all Public Works Department services and
           activities including engineering, street maintenance, water production, treatment, distribution
           and maintenance, wastewater treatment, collection and maintenance, public infra-structure
           and Capital Improvement Program, Development Fee Program, storm runoff drainage,
           facilities maintenance, equipment maintenance and procurement as well as right-of-way
           acquisition, public works construction management, project inspection and contract
           management.

        2. Manages the development and implementation of departmental goals, objectives, and
           priorities for each assigned service area; recommends and administers policies and
           procedures.

        3. Establishes, within City policy, appropriate service and staffing levels; monitors and
           evaluates the efficiency and effectiveness of service delivery methods and procedures;
           allocates resources accordingly.

        4. Assesses and monitors work load, administrative and support systems, and internal reporting
           relationships; identifies opportunities for improvement; directs and implements changes.

        5. Plans, directs, and coordinates, through subordinate level staff, the Public Works
           Department’s work plan; assigns projects and programmatic areas of responsibility; reviews
    and evaluates work methods and procedures; meets with key staff to identify and resolve
    problems.

6. Selects, trains, motivates, and evaluates assigned personnel including departmental staff and
   program contractors; provides or coordinates staff training; works with employees to correct
   deficiencies; implements discipline and termination procedures.

7. Oversees and participates in the development and administration of the department budget;
   approves the forecast of funds needed for staffing, equipment, materials, and supplies;
   approves expenditures and implements budgetary adjustments as appropriate and necessary.

8. Oversees and participates in preparing the Capital Improvement budget for the department;
   monitors capital improvement projects to ensure projects are completed within budget.

9. Monitors the condition of the City’s infrastructure, including streets, sidewalks, curbs,
   gutters, buildings, equipment, storm drains, water facilities, sewer collection, wastewater
   treatment plant, and other related facilities and equipment for maintenance, repair and
   replacement.

10. Manages capital facility planning, design and construction management related to water,
    wastewater, drainage, streets and transportation; advises on problems having to do with
    drainage, sewage and development for areas within or immediately adjacent to the City;
    oversees public facilities construction field inspections.

11. Oversees engineering activities, including street design, drainage structure, utility
    installations, civic structures, land surveying, traffic engineering and other municipal
    engineering functions; ensures conformance with appropriate federal, state, and local laws,
    codes and regulations; resolves disagreements on public infrastructure.

12. Negotiates and administers contracts and agreements with outside contractors and developers;
    resolves problems and complaints as necessary.

13. Reviews, approves, and signs engineering plans and maps for a variety of engineering, CIP
    and development projects.

14. Manages and oversees the NPDES program; ensures program is in compliance with all
    federal, state, and local laws, codes and regulations.

15. Oversees activities related to the acquisition and disposition of public property for the
    purposes of right-of-way or CIP projects.

16. Serves as the “responsible charge” person of all public infrastructure and subdivisions;
    manages and troubleshoots problems in design, construction, maintenance, and development
    of the City’s infrastructure.

17. Oversees and participates in the formation of various Assessment Districts, including annual
    updates with Engineers Reports.

18. Establishes Engineering/Public Works Conditions of Approval on development.

19. Facilitates, develops, and implements short and long term goals for each assigned division.
        20. Provides staff assistance to the City Manager; prepares and presents staff reports and other
            necessary correspondence.

        21. Represents the Public Works Department to other departments, elected officials, and outside
            agencies; coordinates assigned activities with those of other departments and outside agencies
            and organizations.

        22. Explains, justifies, and defends department programs, policies, and activities; negotiates and
            resolves sensitive and controversial issues.

        23. Participates on a variety of boards, commissions, and committees.

        24. Attends and participates in professional group meetings; maintain awareness of new trends
            and developments in the field of engineering; incorporates new developments as appropriate.

        25. Responds to and resolves difficult and sensitive citizen inquiries and complaints.

        26. Performs related duties as required.

QUALIFICATIONS
The following generally describes the knowledge and ability required to enter the job and/or be learned within a
short period of time in order to successfully perform the assigned duties.

    Knowledge of:
    Operations, services, and activities of comprehensive public works and engineering programs.
    Advanced principles and practices of engineering, construction, inspection, contract management, and
        municipal project financing.
    Advanced principles and practices of program development and administration.
    Modern principles, practices, and techniques of public works administration, organization and
        operation.
    Principles and practices of street maintenance, pavement management, equipment maintenance, storm
        drainage system maintenance, solid waste operations, water system maintenance, wastewater
        treatment plant maintenance, facilities maintenance, storm drainage, traffic signals, capital
        improvement projects and public utilities.
    Principles and practices of private development projects.
    Project cost estimating and expenditure control principles and practices,
    Advanced principles and practices of capital improvement project management and coordination.
    Advanced concepts, theories, principles and practices of engineering.
    Advanced principles and practices of land surveying, plans and specifications, development fees, and
        right-of-way acquisitions.
    Highly developed operational parameters of irrigation, drainage, water supply, flood control,
        highways, water and sewage treatment, foundations, grading and bridges.
    Advanced principles and practices of soil mechanics, strength of materials of concrete, asphalt,
        gravel, aggregate base, and various types of pipe and related appurtenances.
    Principles and practices of public relations.
    Occupational hazards and standard safety procedures.
    Principles and practices of municipal budget preparation and administration.
    Principles of supervision, training, and performance evaluation.
    Pertinent federal, state, and local laws, codes, and regulations.
    Office procedures, methods, and equipment including computers and applicable software applications
        such as word processing, spreadsheets, and databases.
Ability to:
Manage and direct comprehensive public works and engineering programs.
Develop and administer departmental goals, objectives, and procedures.
Analyze and assess programs, policies, and operational needs and make appropriate adjustments.
Identify and respond to sensitive community and organizational issues, concerns, and needs.
Plan, organize, direct, and coordinate the work of lower level staff.
Delegate authority and responsibility.
Select, supervise, train, and evaluate staff.
Analyze problems, identify alternative solutions, project consequences of proposed actions, and
    implement recommendations in support of goals.
Research, analyze, and evaluate new service delivery methods and techniques.
Facilitate group participation and consensus building.
Ensure adherence to established safety rules, regulations and guidelines.
Develop, review, and approve construction standards, plans, and specifications.
Prepare accurate descriptions of project requirements.
Understand and interpret complex engineering construction plans, specifications, and contract
    documents.
Negotiate and administer contracts.
Oversee and participate in the conduct of comprehensive engineering studies and prepare reports with
    appropriate recommendations.
Perform technical research and solve difficult engineering problems.
Make advanced engineering design computations.
Develop, review, and modify engineering and construction drawings, plans, and specifications.
Manage multiple complex engineering projects.
Operate office equipment including computers and supporting word processing, spreadsheet, and
    database applications including engineering and drafting programs.
Prepare clear and concise administrative and financial reports.
Prepare and administer large and complex budgets.
Interpret and apply applicable federal, state, and local policies, laws, and regulations.
Communicate clearly and concisely, both orally and in writing.
Establish and maintain effective working relationships with those contacted in the course of work.
Education and Experience Guidelines - Any combination of education and experience that would likely
provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities
would be:

        Education/Training:
        A Bachelor’s degree from an accredited college or university with major course work in civil
        engineering or a closely related field.
        Experience:
        Eight years of broad and extensive experience in professional civil engineering as well as
        experience related to design, construction, maintenance, or operation of a variety of public
        works. Experience must also include three years of responsible managerial experience.

License or Certificate:
Possession of an appropriate driver’s license.
Possession of a valid certificate as a Civil Engineer issued by the California State Board of
Registration for Civil and Professional Engineers.
    Ability to perform as Land Surveyor in the State of California or Possession of a valid certificate as a
    Land Surveyor issued by the California State Board of Registration for Civil and Professional
    Engineers is desirable.

PHYSICAL DEMANDS AND WORKING ENVIRONMENT
The conditions herein are representative of those that must be met by an employee to successfully perform the
essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential job functions.

    Environment: Work is performed primarily in a standard office environment with some travel to
    different sites; incumbents may be required to work extended hours including evenings and weekends
    and may be required to travel outside City boundaries to attend meetings.

    Physical: Primary functions require sufficient physical ability and mobility to work in an office
    setting; to stand or sit for prolonged periods of time; to occasionally stoop, bend, kneel, crouch, reach,
    and twist; to lift, carry, push, and/or pull light to moderate amounts of weight; to operate office
    equipment requiring repetitive hand movement and fine coordination including use of a computer
    keyboard; to travel to other locations using various modes of private and commercial transportation;
    and to verbally communicate to exchange information.

    Vision: See in the normal visual range with or without correction; vision sufficient to read small
    print, computer screens and other printed documents.

    Hearing: Hear in the normal audio range with or without correction.

FLSA Designation: Exempt



Revised: May 2006
Johnson & Associates
                                                                                                    EXHIBIT B

                                                                                         CITY OF BRENTWOOD

          ASSISTANT DIRECTOR OF PUBLIC WORKS/ASSISTANT CITY ENGINEER

Class specifications are intended to present a descriptive list of the range of duties performed by employees in the
class. Specifications are not intended to reflect all duties performed within the job.


SUMMARY DESCRIPTION
Under administrative direction of the Director of Public Works/City Engineer, directs, manages,
supervises, and coordinates the activities and operations of Engineering Divisions within the Public
Works Department including Right-of-way, CIP, Development Engineering, utility rate studies,
Construction Inspection, NPDES, GIS, Engineering Services, and related functions and program areas as
well as providing technical oversight to the operations division; performs a variety of complex
professional engineering functions; coordinates assigned activities with other divisions, departments, and
outside agencies; provides highly responsible and complex administrative support to the Director of
Public Works/City Engineer; and acts as Director of Public Works/City Engineer in the Director’s
absence.

IDENTIFYING CHARACTERISTICS
The Assistant Director of Public Works/Assistant City Engineer is considered a second-level management
position. This position works closely with the Director of Public Works/City Engineer in developing and
implementing department-wide goals and objectives, and with division managers to successfully achieve
these objectives. Divisions are managed through this position and responsibilities include overall
development, implementation, and administration of divisional and assist in departmental programs,
processes, policies, and/or procedures. As a second-level management position, the Assistant Director of
Public Works/Assistant City Engineer is also responsible for the development, administration, and control
of associated budget(s).

REPRESENTATIVE DUTIES
The following duties are typical for this classification. Incumbents may not perform all of the listed duties and/or
may be required to perform additional or different duties from those set forth below to address business needs and
changing business practices.

        1. Assumes management responsibility for assigned services and activities of Engineering
           Divisions including but not limited to Right-of-way, CIP, Development Engineering,
           Construction Inspection, NPDES, GIS, and Traffic Divisions.

        2. Manages and participates in the development and implementation of goals, objectives,
           policies, and priorities for assigned programs; recommends and administers policies and
           procedures.

        3. Monitors and evaluates the efficiency and effectiveness of service delivery methods and
           procedures; recommends, within departmental policy, appropriate service and staffing levels.

        4. Plans, directs, coordinates, and reviews the work plan for supervisory, professional, and
           technical staff; assigns work activities, projects, and programs; reviews and evaluates work
           products, methods, and procedures; meets with staff to identify and resolve problems.
        5. Selects, trains, and evaluates assigned personnel; provides or coordinates staff training; works
           with employees to correct deficiencies; implements discipline and termination procedures.

        6. Oversees and participates in the development and administration of the Engineering Division
           and assist in Department’s annual budget; participates in the forecast of funds needed for
           staffing, equipment, materials, and supplies; monitors and approves expenditures; implements
           adjustments.

        7. Oversees and reviews subdivision conditions of approval, agreements, plan checks and field
           changes/problems; reviews and may sign subdivision final maps as applicable; prepares,
           manages, updates, and assists in the monitoring of the five year Capital Improvement
           Program (CIP); reviews and signs CIP construction plans and specifications; assists in
           engineering and capital project management for street light and landscape special districts.

        8. Plans, manages, and coordinates the formation and administration of special assessment
           district financing programs for CIP and development projects.

        9. As assigned, represents the City in interagency or other public meetings.

        10. Provides technical assistance and oversight to the public works operations divisions including
            but not limited to water, wastewater, roadways and solid waste.

        11. Serves as the liaison for the Engineering Division with other divisions, departments, and
            outside agencies; negotiates and resolves sensitive and controversial issues.

        12. Serves as staff on a variety of boards, commissions, and committees; prepares and presents
            staff reports and other necessary correspondence.

        13. Provides responsible staff assistance to the Director of Public Works/City Engineer; conducts
            a variety of organizational studies, investigations, utility rate studies and operational studies;
            recommends modifications to financial programs, policies, and procedures as appropriate.

        14. Attends and participates in professional group meetings; maintains awareness of new trends
            and developments in the field of municipal engineering, including legislation, court rulings
            and professional practices and techniques; incorporates new developments as appropriate.

        15. Responds to and resolves difficult and sensitive citizen inquiries and complaints.

        16. Serves as the acting Director of Public Works/City Engineer in the Director of Public
            Works/City Engineer’s absence; makes decisions and provides information as necessary in
            the Director of Public Works/City Engineer’s absence.

        17. Performs related duties as required.

QUALIFICATIONS
The following generally describes the knowledge and ability required to enter the job and/or be learned within a
short period of time in order to successfully perform the assigned duties.

    Knowledge of:
    Operations, services, and activities of a comprehensive engineering program.
    Advanced principles and practices of engineering, construction, inspection, contract management, and
    municipal project financing.
Principles and practices of program development and administration.
Principles and practices of civil engineering.
Principles and practices of construction management.
Principles and practices of private development projects.
Project cost estimating and expenditure control principles and practices,
Advanced principles and practices of capital improvement project management and coordination.
Advanced concepts, theories, principles and practices of engineering.
Advanced principles and practices of land surveying, plans and specifications, development fees, and
    right-of-way acquisitions.
Highly developed operational parameters of irrigation, drainage, water supply, flood control,
    highways, water and sewage treatment, foundations, grading and bridges.
Advanced principles and practices of soil mechanics, strength of materials of concrete, asphalt,
    gravel, aggregate base, and various types of pipe and related appurtenances.
Principles and practices of public relations.
Occupational hazards and standard safety procedures.
Principles and practices of municipal budget preparation and administration.
Principles of supervision, training, and performance evaluation.
Office procedures, methods, and equipment including computers and applicable software applications
    such as word processing, spreadsheets, and databases.
Pertinent federal, state, and local laws, codes, and regulations.
Ability to:
Oversee and participate in the management of a comprehensive program.
Oversee, direct, and coordinate the work of lower level staff.
Select, supervise, train, and evaluate staff.
Participate in the development and administration of division goals, objectives, and procedures.
Prepare and administer large program budgets.
Prepare clear and concise administrative and financial reports.
Read and interpret complex plans and specifications.
Analyze and define problems, identify alternative solutions, project consequences of proposed actions
    and implement recommendations in support of goals.
Identify and respond to sensitive community, organizational, and City Council issues, concerns, and
    needs.
Research, analyze, and evaluate new service delivery methods and techniques.
Interpret and apply Federal, State, and local policies, laws, and regulations.
Operate office equipment including computers and supporting word processing, spreadsheet, and
    database applications.
Communicate clearly and concisely, both orally and in writing.
Establish and maintain effective working relationships with those contacted in the course of work.
Education and Experience Guidelines - Any combination of education and experience that would likely
provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities
would be:

        Education/Training:
        A Bachelor’s degree from an accredited college or university with major course work in civil
        engineering or a related field.
             Experience:
             Six years of increasingly responsible Civil Engineering experience, including three years in a
             supervisory or project management capacity.

    License or Certificate:
    Possession of, an appropriate valid driver’s license.
    Possession of a valid certificate of registration as a Civil Engineer issued by the California State
    Board of Registration for Civil and Professional Engineers.
    Possession of a Land Surveyor’s License is desirable.

PHYSICAL DEMANDS AND WORKING ENVIRONMENT
The conditions herein are representative of those that must be met by an employee to successfully perform the
essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential job functions.

    Environment: Work is performed primarily in a standard office environment with some travel to
    different sites; incumbents may be required to work extended hours including evenings and weekends
    and may be required to travel outside City boundaries to attend meetings.

    Physical: Primary functions require sufficient physical ability and mobility to work in an office
    setting; to stand or sit for prolonged periods of time; to occasionally stoop, bend, kneel, crouch, reach,
    and twist; to lift, carry, push, and/or pull light to moderate amounts of weight; to operate office
    equipment requiring repetitive hand movement and fine coordination including use of a computer
    keyboard; to travel to other locations using various modes of private and commercial transportation;
    and to verbally communicate to exchange information.

    Vision: See in the normal visual range with or without correction; vision sufficient to read small
    print, computer screens and other printed documents.

    Hearing: Hear in the normal audio range with or without correction.

FLSA Designation: Exempt




Revised: May 2006
Johnson & Associates
                                                                                                    EXHIBIT C

                                                                                         CITY OF BRENTWOOD

                     DEPUTY DIRECTOR OF PUBLIC WORKS / OPERATIONS

Class specifications are intended to present a descriptive list of the range of duties performed by employees in the
class. Specifications are not intended to reflect all duties performed within the job.
SUMMARY DESCRIPTION
Under administrative direction of the Public Works Director/City Engineer, plans, directs, evaluates, and
oversees the Public Works Department Operations divisions including water production, treatment and
distribution, sewer collection, wastewater treatment, street maintenance, pavement management program,
street lighting, solid waste maintenance and collection, street cleaning, storm drainage, equipment
maintenance and procurement, and facilities; facilitates, develops, and implements short and long term
goals for the divisions; coordinates assigned activities with other departments and outside agencies; and
provides highly responsible and complex administrative support to the Director of Public Works/City
Engineer and Assistant Director of Public Works/Assistant City Engineer.

IDENTIFYING CHARACTERISTICS
The Deputy Director of Public Works/Operations is considered a second-level management position. This
position works closely with the Director of Public Works/City Engineer and Assistant Director of Public
Works/Assistant City Engineer in developing and implementing operations division’s goals and
objectives, and with division managers to successfully achieve these objectives. Operations divisions are
managed through this position and responsibilities include overall development, implementation, and
administration of divisional programs, processes, policies, and/or procedures. As a second-level
management position, the Deputy Director of Public Works/Operations is also responsible for the
development, administration, and control of associated budget(s).

REPRESENTATIVE DUTIES
The following duties are typical for this classification. Incumbents may not perform all of the listed duties and/or
may be required to perform additional or different duties from those set forth below to address business needs and
changing business practices.

1. Assumes management responsibility for Public Works Department Operations Divisions services and
   activities including the management of crews in water production, treatment, and distribution, street
   lighting, solid waste collection, sewer collection, waste water treatment, streets and pavement
   management, storm runoff drainage, facilities and equipment maintenance and equipment
   procurement.

2. Manages and participates in the development and implementation of goals, objectives, and priorities
   for each assigned service area; recommends and administers policies and procedures.

3. Monitors and evaluates the efficiency and effectiveness of service delivery methods and procedures;
   recommends, within departmental policy, appropriate service and staffing levels.

4. Plans, directs, coordinates, and reviews the work plan for supervisory, professional and technical
   staff; assigns work activities, projects, and programs; reviews and evaluates work products, methods,
   and procedures; meets with staff to identify and resolve problems.
5. Selects, trains, and evaluates assigned personnel; provides or coordinates staff training; works with
   employees to correct deficiencies; implements discipline and termination procedures.

6. Oversees and participates in the development and administration of the division budgets; participates
   in the forecast of funds needed for staffing, equipment, materials, and supplies; monitors and
   approves expenditures and implements budgetary adjustments as appropriate and necessary.

7. Assists in preparing the Capital Improvement budget for the department; monitors capital
   improvement projects to ensure projects are completed within budget.

8. Monitors the condition of the City’s infrastructure, including streets, sidewalks, curbs, gutters,
   buildings, equipment, storm drains, water system facilities, sewer collection system, wastewater
   treatment plant, and other related facilities and equipment for maintenance, repair and replacement.

9. Participates in the development and implementation of short and long term goals for each assigned
   division.

10. As assigned, represents the Operations Divisions of the Public Works Department to other
    departments, in interagency, or other public meetings.

11. Serves as staff on a variety of boards, commissions, and committees; prepares and presents staff
    reports and other necessary correspondence.

12. Provides responsible staff assistance to the Director of Public Works/City Engineer and Assistant
    Director of Public Works/Assistant City Engineer; conducts a variety of organizational studies,
    investigations, and operational studies; recommends modifications to financial programs, policies,
    and procedures as appropriate.

13. Attends and participates in professional group meetings; maintains awareness of new trends and
    developments in the field of public works, including legislation, court rulings and professional
    practices and techniques; recommends new developments as appropriate.

14. Responds to and resolve difficult and sensitive citizen inquiries and complaints.

15. Performs related duties as required.

QUALIFICATIONS
The following generally describes the knowledge and ability required to enter the job and/or be learned within a
short period of time in order to successfully perform the assigned duties.

    Knowledge of:
    Operations, services, and activities of a comprehensive public works program.
    Advanced principles and practices of program development and administration.
    Modern principles, practices, and techniques of public works administration, organization and
        operation.
    Principles and practices of street maintenance, pavement management, equipment maintenance, storm
        drainage system maintenance, solid waste operations, water system maintenance, wastewater
        treatment plant maintenance, facilities maintenance, storm drainage, traffic signals, capital
        improvement projects and public utilities.
    Principles and practices of public relations.
    Occupational hazards and standard safety practices.
Principles and practices of municipal budget preparation and administration.
Principles of supervision, training, and performance evaluation.
Pertinent federal, state, and local laws, codes, and regulations.
Office procedures, methods, and equipment including computers and applicable software applications
    such as word processing, spreadsheets, and databases.
Ability to:
Oversee and manage comprehensive public works program that pertain to assigned divisions.
Oversee implementation of goals, objectives, and procedures for assigned divisions.
Review programs, policies, and operational needs and make appropriate recommendations.
Identify and respond to sensitive community and organizational issues, concerns, and needs.
Oversee, direct, and coordinate the work of lower level staff.
Select, supervise, train, and evaluate staff.
Analyze problems, identify alternative solutions, project consequences of proposed actions, and
    implement recommendations in support of goals.
Research, analyze, and evaluate new service delivery methods and techniques.
Facilitate group participation and consensus building.
Prepare clear and concise administrative and financial reports.
Participate in the preparation and administration of large and complex budgets.
Interpret and apply applicable federal, state, and local policies, laws, and regulations.
Operate office equipment including computers and supporting word processing, spreadsheet, and
    database applications.
Communicate clearly and concisely, both orally and in writing.
Establish and maintain effective working relationships with those contacted in the course of work.
Education and Experience Guidelines - Any combination of education and experience that would likely
provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities
would be:

        Education/Training:
        A Bachelor’s degree from an accredited college or university with major course work in civil
        engineering, construction, public administration, or a closely related field.
        Experience:
        Five years of public works related administration, budgeting, maintenance and repairs,
        operations and contract administration experience including at least three years in a
        responsible supervisory or management capacity.

License or Certificate:
Possession of, or ability to obtain, an appropriate driver’s license.
Possession of one of the following is highly desirable:

Possession of a Grade IV Certification as a Wastewater Plant Operator from the California State
Water Resources Control Board.
Possession of a Grade IV Certification as a Water Treatment or Distribution Operator from the
California Department of Health Services.

Possession of a valid certificate as a Civil Engineer issued by the California State Board of
Registration for Civil and Professional Engineers.
PHYSICAL DEMANDS AND WORKING ENVIRONMENT
The conditions herein are representative of those that must be met by an employee to successfully perform the
essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential job functions.

    Environment: Work is performed primarily in a standard office environment with some travel to
    different sites; incumbents may be required to work extended hours including evenings and weekends
    and may be required to travel outside City boundaries to attend meetings.

    Physical: Primary functions require sufficient physical ability and mobility to work in an office
    setting; to stand or sit for prolonged periods of time; to occasionally stoop, bend, kneel, crouch, reach,
    and twist; to lift, carry, push, and/or pull light to moderate amounts of weight; to operate office
    equipment requiring repetitive hand movement and fine coordination including use of a computer
    keyboard; to travel to other locations using various modes of private and commercial transportation;
    and to verbally communicate to exchange information.

    Vision: See in the normal visual range with or without correction.

    Hearing: Hear in the normal audio range with or without correction.

FLSA Designation: Exempt




Approved: May, 2006
                                                                                                        EXHIBIT D

                                                                                             CITY OF BRENTWOOD

                                          MANAGEMENT ANALYST

Class specifications are intended to present a descriptive list of the range of duties performed by employees in the
class. Specifications are not intended to reflect all duties performed within the job.


SUMMARY DESCRIPTION
Under general direction of management or supervisory staff, performs a full range of varied, responsible
professional and complex technical administrative and analytical duties in support of assigned department, division,
function, or program area; provides professional level research, analysis, report preparation, and other analytical
support to assigned area; serves as project manager on assigned project; may provide supervision to assigned
clerical/administrative staff; coordinates assigned activities with other functions, divisions, outside agencies, and the
general public; and performs a variety of professional level duties relative to assigned area of responsibility.

IDENTIFYING CHARACTERISTICS
The Management Analyst classification is considered a professional level position working on complex
projects of diverse scope and moderate to difficult complexity involving studies, report writing, and
calculations. Assignments performed at this level require a broad knowledge of assigned program area
and an in-depth knowledge relative to specific area of assignment. Positions assigned to the Management
Analyst classification provide strong support and problem solving requiring an in-depth evaluation of
various factors.

REPRESENTATIVE DUTIES
The following duties are typical for this classification. Incumbents may not perform all of the listed duties and/or
may be required to perform additional or different duties from those set forth below to address business needs and
changing business practices.

         1. Performs a variety of professional level research, administrative, operational, financial, and
            analytical duties in support of assigned programs and functions within a Department,
            Division, or program area; conducts studies, research projects, and analysis by selecting,
            adapting, and applying appropriate analytical, research, and statistical techniques.

         2. Participates in the development and implementation of goals, objectives, policies, and
            priorities for assigned functions and program areas; researches, implements, and administers
            policies, procedures, and changing business practices and processes for assigned area;
            coordinates, structures, and oversees on-going or special programs as assigned.

         3. Conducts or participates in studies of new and existing programs and special projects;
            researches and analyzes organization structure, technical data, and fiscal impact to determine
            feasibility, resolve problems, and increase efficiency; consults with City personnel and
            outside agencies; develops recommendations; assists with the development of policies and
            procedures; participates in program implementation and monitoring activities; serves as
            project manager for assigned projects.

         4. Provides assistance in resolving operational and administration problems; identifies problem
            areas and issues; conducts research to find alternative solutions; makes recommendations;
            assists in implementation of recommendations.
        5. Prepares administrative, operational, and financial reports including the preparation of
           conclusions, recommendations, and forecasts based on data summaries and other findings;
           consults with City staff, outside agencies, and associations to obtain information; advises
           management staff on emerging issues.

        6. Assists with the budget process; provides assistance in the development and administration of
           assigned budget; collects and analyzes financial data; provides short and long term planning
           as applicable to area of assignment; makes budget recommendations relative to assigned
           program areas or projects; coordinates and compiles budget recommendations prepared by
           other staff; creates data tracking and reporting systems; monitors status.

        7. Provides staff assistance to management staff; performs a full range of complex duties in
           support of administrative functions and project areas; reviews and analyzes month end
           department reporting; prepares staff reports, consults with and advises department personnel.

        8. Coordinates assigned services and project activities with other City programs, functions,
           boards, committees, and task forces as well as external organizations and agencies and the
           general public; coordinates with, interacts with, and shares knowledge, issues, and status with
           appropriate parties.

        9. Represents area of assignment, participates on, and provides staff support to a variety of
           committees, task forces, and boards; prepares and presents staff reports and other
           correspondence as appropriate and necessary; responds to and resolves inquiries and
           complaints.

        10. Oversees and assumes responsibility for departmental and/or some City-wide
            communications; prepares press releases, City Council staff reports, newsletter articles, and
            other informational pieces; assists management staff in the preparation of various
            presentations.

        11. Researches, negotiates, and monitors assigned contracts and agreements with outside
            suppliers, service providers, and others; ensures work is performed in compliance with
            contracts and agreements.

        12. As assigned, plans, organizes, administers, reviews, and evaluates the work of assigned
            administrative/clerical support staff; assists in the development, implementation, and
            monitoring of work plans to achieve goals and objectives; supervises and participates in
            developing, implementing and evaluating plans, work processes, systems, and procedures to
            achieve annual goals, objectives, and work standards.

        13. Attends and participates in professional group meetings; stays abreast of new trends and
            innovations in the fields of business and public administration and issues related to area of
            assignment.

        14. Performs related duties as required.

QUALIFICATIONS
The following generally describes the knowledge and ability required to enter the job and/or be learned within a
short period of time in order to successfully perform the assigned duties.
Knowledge of:
Operational characteristics, services, and activities of assigned program area.
General principles, practices, and procedures of business administration and public administration.
Principles, structure, and organization of public sector agencies.
Principles and practices of project management.
Professional and/or technical knowledge of business/industry principles and practices for the area of
    responsibility.
Methods and techniques of used in the performance of duties and responsibilities specific to the area
    of assignment.
Methods and practices of municipal budgeting and finance management.
Methods and techniques of data collection, research, and report preparation.
Methods and techniques of statistical and financial analysis.
Principles and applications of critical thinking and analysis.
Principles and practices of record keeping and records management.
Pertinent federal, state and local laws, codes and regulations.
Basic principles of supervision, training, and performance evaluation.
Modern office procedures, methods and equipment including computers and supporting applications.
Ability to:
Perform a full range of analytical and administrative duties in support of assigned programs and
    functions.
Collect, evaluate, and interpret information and data from multiple sources.
Conduct research and analysis and provide appropriate recommendations based on findings.
Conduct or participate in various organizational, fiscal, and administrative studies and analyses
    including those on new and existing programs and special projects.
Prepare clear and concise analytical, administrative, and financial reports.
Develop recommendations for problematic areas and implement and monitor changes.
Provide information and organize material in compliance with laws, regulations, and policies.
Participate in the development and administration of policies and procedures.
Oversee assigned project or project components; manage assigned project scope, schedule, and
    budget.
Direct, coordinate, and review the work of assigned support staff.
Supervise, train, and evaluate assigned personnel.
Understand and use technical and/or industry concepts and directions to solve problems and manage
    projects in creative and effective ways.
Understand the organization, operation, and services of the City and of outside agencies as necessary
    to assume assigned responsibilities.
Understand, interpret, and apply general and specific administrative and departmental policies and
    procedures as well as applicable federal, state, and local policies, laws, and regulations.
Assist with budget preparation and administration.
Manage multiple tasks, set objectives/goals, and re-prioritize as needed.
Work effectively under pressure, meet deadlines, and adjust to changing priorities.
Work cooperatively with other departments, City officials, and outside agencies.
Respond tactfully, clearly, concisely, and appropriately to inquiries from the public, City staff, or
    other agencies on sensitive issues in area of responsibility.
Effectively represent the City to outside individuals and agencies to accomplish the goals and
    objectives of assigned area.
Operate and use modern office equipment including a computer and various software packages.
Communicate clearly and concisely, both orally and in writing.
Establish and maintain effective working relationships with those contacted in the course of work.
    Education and Experience Guidelines - Any combination of education and experience that would likely
    provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities
    would be:

             Education/Training:
             A Bachelor’s degree from an accredited college or university with major course work in
             public administration, business administration, or a related field that pertains to the scope of
             work.
             Experience:
             Three years of increasingly responsible administrative experience including experience
             performing research, analysis, project coordination, and budgetary duties or paraprofessional
             engineering experience depending on area of assignment.

    License or Certificate:
    Possession of an appropriate driver’s license.

PHYSICAL DEMANDS AND WORKING ENVIRONMENT
The conditions herein are representative of those that must be met by an employee to successfully perform the
essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential job functions.

    Environment: Work is performed primarily in a standard office environment with some travel to
    different sites; incumbents may be required to work extended hours including evenings and weekends
    and may be required to travel outside City boundaries to attend meetings.

    Physical: Primary functions require sufficient physical ability and mobility to work in an office
    setting; to stand or sit for prolonged periods of time; to occasionally stoop, bend, kneel, crouch, reach,
    and twist; to lift, carry, push, and/or pull light to moderate amounts of weight; to operate office
    equipment requiring repetitive hand movement and fine coordination including use of a computer
    keyboard; to travel to other locations using various modes of private and commercial transportation;
    and to verbally communicate to exchange information.

    Vision: See in the normal visual range with or without correction.

    Hearing: Hear in the normal audio range with or without correction.

FLSA Designation: Exempt




Revised: May 2006
Johnson & Associates
                             CITY COUNCIL AGENDA ITEM NO. 17



Meeting Date:    May 9, 2006

Subject/Title:   Refer the 2006/07 – 2010/11 Capital Improvement Program to the Planning
                 Commission for Consideration of Conformance to the City’s General Plan

Prepared by:     Doug Alessio, Business Services Manager

Submitted by: Pamela Ehler, Director of Finance and Information Services



RECOMMENDATION
Staff recommends that the City Council refer the 2006/07 – 2010/11 Capital Improvement
Program for the City of Brentwood including street, park, sewer, water and other municipal
improvements to be constructed during the next five years to the Planning Commission for a
consideration of conformance to the City’s General Plan at their regularly scheduled meeting of
May 16, 2006.

PREVIOUS ACTION
On July 26, 1994, the City Council approved the first five-year Capital Improvement Program
(CIP). The CIP budget was added to the City’s adopted 1994/95 Operating Budget. The City
Council also authorized the creation of the CIP Team to plan, design and administer the projects
outlined in the CIP report. The CIP Team is also responsible for updating the CIP report and
preparing the CIP annually.

On April 11, 2006, the City Council held a workshop on the proposed CIP.

BACKGROUND
Under the terms of Section 65402 of the Government Code, the Planning Commission is
required to review any Capital Improvement Program (CIP) of agencies within its jurisdiction as
to conformance with that agency’s adopted General Plan. This annual update is one in a
continuing sequence of updates that occur each year.

Once the Planning Commission has found the CIP in conformance to the General Plan, the
document will be brought back to City Council for final adoption.

FISCAL IMPACT
The fiscal years 2006/07 – 2010/11 costs from various sources are noted in the CIP report.
Future year costs and revenues will be reviewed every year by the City Council as a part of the
annual update and adoption of a new five-year CIP.



Attachments
None
                      CITY COUNCIL AGENDA ITEM NO. 18


Meeting Date: May 9, 2006

Subject/Title: Accept resignation of City of Brentwood Youth Commission Adult
               Advisor Clay McNamara

Prepared by: Tom Burt, Recreation Supervisor

Submitted by: Craig D. Bronzan, Director of Parks and Recreation


RECOMMENDATION
Accept resignation of City of Brentwood Youth Commission Adult Advisor Clay
McNamara.

PREVIOUS ACTION
Adult Advisor Clay McNamara was appointed to a one year term in July of 2005.

BACKGROUND
Clay served on the Youth Commission for 11 months. His resignation email is attached.

FISCAL IMPACT
None.

ATTACHMENT
Clay McNamara emailed his resignation.
Kwan, Elaine

From:                 Burt, Tom
Sent:                 Monday, May 01, 2006 1:31 PM
To:                   Kwan, Elaine
Subject:              FW: Youth Commission Resignation?




Tom Burt | Recreation Supervisor | City of Brentwood 730 Third Street | Brentwood, CA 94513
* (925) 516-5351 | 7 (925) 516-5445 | * tburt@ci.brentwood.ca.us “Creating joyful community
experiences through people, parks, and programs”



-----Original Message-----
From: McNamara, Clay [mailto:cmcnamara@brentwood.k12.ca.us]
Sent: Tuesday, April 25, 2006 11:34 AM
To: Burt, Tom
Subject: RE: Youth Commission Resignation?

Hi Tom. I will be resigning from the Brentwood Youth Commission effective May 1st. I've enjoyed my
time with the commission, but unfortunately other committments are going to keep me from continuing
to work with all of you. I believe in your mission and appreciate the opportunity to work with you. If
there are ever any events that require kids to come and assist, please don't hesitate to contact me. I
will still be teaching Leadership at Bristow and would be more than happy to accommodate you with help.

Clay McNamara
PE Teacher and Activities Director
Bristow Middle School

________________________________

From: Burt, Tom [mailto:tburt@ci.brentwood.ca.us]
Sent: Tue 4/25/2006 11:21 AM
To: McNamara, Clay
Subject: RE: Youth Commission Resignation?




Hey Clay,
 The kids meet out in front of the community center on Saturday morn at 7am. They will work until 1pm.
If some have to leave early that's no problem.
Have them check in with me. The most important thing is that they sign-in on our sheet so we can get
credit for them being there. Also, just send me a new email indicating your interest in resigning from the
y/c.Send the email to me ASAP. Thanks.

                                                    1
-----Original Message-----
From: McNamara, Clay [mailto:cmcnamara@brentwood.k12.ca.us]
Sent: Tuesday, April 25, 2006 10:54 AM
To: Burt, Tom
Subject: RE: Youth Commission Resignation?

Man, I don't remember the e-mail. We had a rally and dance last week and I was pretty fried. That
would be fine on the May 1st thing. Where do the kids meet this Saturday for the Fun Run? I have a
bunch of kids who want to go. Can they come just for a couple hours if they have to leave? Also, do
they check in with someone?

Clay McNamara
PE Teacher and Activities Director
Bristow Middle School

________________________________

From: Burt, Tom [mailto:tburt@ci.brentwood.ca.us]
Sent: Tue 4/25/2006 10:38 AM
To: McNamara, Clay
Subject: Youth Commission Resignation?




Hey Clay,
I haven't heard from you but hopefully you got my email last week. How do you feel about resigning
from the commission effective May 1? Your resignation would go to city council on May 9 that way I can
bring both of the new commissioners on at the May 23 council meeting. Let me know.
I need to do the title and staff report which is due this Thursday. So let me know ASAP.

Thanks,

Tom




                                                    2
                          CITY COUNCIL AGENDA ITEM NO. 19

Meeting Date: May 9, 2006

Subject/Title:   Direct the City Engineer to proceed with Alternate A to provide Assessment
                 District financing for funding the construction of sewer utilities to service the
                 Randy Way neighborhood and include potential legal expenses as a part of the
                 Assessment District funding.

Prepared by:     Engineering: D. Galey

Submitted by: Engineering: B. Grewal

RECOMMENDATION
Direct the City Engineer to proceed with Alternate A to provide Assessment District financing for
funding the construction of sewer utilities to service the Randy Way neighborhood and include
potential legal expenses as a part of the Assessment District funding.

PREVIOUS ACTION
On October 10, 2005, City staff held a neighborhood meeting with the Randy Way residents to
receive and answer questions related to sewer and water services to Randy Way and the
adjacent courts

BACKGROUND
There are currently residents in the Randy Way neighborhood with septic systems in need of
repair/upgrade and/or the desire to expand their residence over their current septic system
capacity. Over the last few months these residents have met with City staff regarding their
interest in water and sewer utility main line construction to serve their neighborhood. Since
these utilities are not master planned and would serve only their neighborhood, the residents
were informed that the associated construction would be their financial obligation. Through their
representative, the majority of the neighborhood has decided they would like to move forward
with the construction and would like City assistance with the project/construction coordination
with future adjacent development and Assessment District financing to fund sewer main line
construction at this time. Further extension of these sewer laterals on their private properties will
be the individual property owners’ responsibility upon completion of main line construction.

Assessment District financing has been a common practice in the City for many years, with
developers and the City working together to fund infrastructure. Each of these prior districts has
been at the request, and with 100% consent, of the developers/property owners. Though the
majority of the Randy Way neighborhood has expressed their interest in the assessment district
financing, we cannot guarantee 100% consent. Lack of 100% consent would affect the way in
which a district would be formed, and ultimately, the potential for increased City time and
expense. Additional staff and legal counsel time and expense would be necessary in the event
a property owner chooses to protest the AD should a majority property owner vote prevail and
liens be assessed. Staff has outlined two options to make financing available for the properties
in need of sewer construction, including the advantages and disadvantages associated with
each option.

Alternate A: Proceed with forming the Assessment District and include legal expenses as a part
of the district funding. With this option, sewer service will be available to every parcel, and the
property owners have the ability to amortize the cost over a 30 year bond term, by payback on
their annual property tax bill, rather than incurring the cost at one time. All expenses that are
required to form the district, including City expenses, are included as a part of the district
formation, including any legal costs that may be necessary. When forming an infrastructure
assessment district, state law requires all property owners of parcels benefiting from the
proposed improvements are to be balloted, and should a majority vote prevail, all parcels are
assessed and begin to pay whether or not they take advantage of the improvements
immediately or in the future.

Alternate B: Proceed with forming the Assessment District and notify the neighborhood that
100% property owner approval and consent to the lien and proceedings will be required to form
the district, including waiving their rights to file a lawsuit challenging the assessment. This option
will also make sewer service available to every resident, but only in the event of a complete
consensus of the property owners, and the City would not have the potential for time and legal
expense to defend a protest. Though in the absence of a consensus, the district would not be
formed and the property owners would be required to find an alternate financing mechanism.

Of the listed options, staff recommends Alternate A, it makes the necessary sewer service
available to all properties in need and includes the means by which the City can recover time
and potential expense that may be incurred in assisting these residents. Alternate B will make
sewer service available as well, but only with complete consensus of the neighborhood, and
leaves the neighborhood to find other financing should this not occur.

FISCAL IMPACT
If chosen, Alternate A will not have any fiscal impact to the City. All costs incurred for district
formation will be included as a part of the Assessment District financing to be paid by the
benefiting properties.
                         CITY COUNCIL AGENDA ITEM NO. 20


Meeting Date:      May 9, 2006

Subject/Title:     Adopt a Resolution approving a change order in an amount not to exceed
                   $10,500 for Snap-on tools and authorizing the City Manager or her
                   designee to execute the change order.

Prepared by:       Scott Dempsey, Fleet Manager

Submitted by:      Chris Ehlers, Interim Director of Public Works



RECOMMENDATION
Adopt a Resolution approving a change order in an amount not to exceed $10,500 for Snap-On
tools and authorizing the City Manager or her designee to execute the change order.

PREVIOUS ACTION
On February 24, 2004, by Resolution No. 2004-40, City Council adopted Purchasing Policy 10-
7.

On May 24, 2005, by Resolution No. 2005-115, City Council adopted the 2005/06-2009/10
Capital Improvement Program Budget.

On October 11, 2005, by Resolution No. 2005-252, City Council approved and authorized the
City Manager to execute a change order in an amount not to exceed $14,750 for Snap-on tools.

BACKGROUND
A purchase order for Snap-on Tools in the amount of $45,000 was issued in July of 2005. A
change order in the amount of $14,750 was approved by City Council in October of 2005
bringing the total purchase order amount with Snap-on Tools to $59,750. Staff has currently
expended $57,958 as planned for the purchase of three complete tool box sets for the fleet
shop and tools for the new shop truck and the Pro-Link scanner for diesel engines, leaving a
balance of $1,792 on the purchase order.
.
Staff is requesting that a second change order be issued in the amount of $10,500 to
accommodate the purchase of a staircase, landing and guard railings to complete the
mezzanine access and fall protection as part of the Fleet Facility Upgrade Capital Improvement
Project (CIP) No. 337-3714.

The City is able to purchase equipment from Snap-on Tools through the California Multiple
Award Schedules (CMAS) program. Three bids are not required by utilizing the CMAS program.
Public Contract Codes 10290 and 12101.5 allow the California Department of General Services
to create CMAS contracts. The City of Brentwood Purchasing Policy 10-7, Section 6.7.6, allows
the City to use Cooperative Purchasing Agreements. By using CMAS the City receives the best
prices without acquiring multiple bids. The CMAS surcharge of 2.26% is an administrative fee
to cover the cost of the program. The City’s contract information is as follows:
       State of California
       Multiple Awards Schedule
       Snap-on Tools Company
       Contract Number: 4-01-51-0001D
       CMAS Schedule D – Based on GSA #GS-06F-0006L
       GSA Term: 2/1/2006 through 1/31/2011


The purchase of a staircase, landing and guard railings for the Fleet Facility Upgrade Capital
Improvement Project (CIP) No. 337-3714 is in compliance with Purchasing Policy 10-7.

FISCAL IMPACT
The total fiscal impact is $70,250 of which $59,750 was budgeted in the Fleet Maintenance
Operating Budget. This change order in the amount of $10,500 will be expended through the
CIP Budget Project No. 337-3714, Fleet Facility Upgrade. Funds for this change order were
budgeted in the 2005/06–2009/10 CIP Budget adopted by Council on May 24, 2005.

Attachments:
    • Resolution
    • CMAS Contract
    • CIP Worksheet and Site Map
                                    RESOLUTION NO.

      ADOPT A RESOLUTION APPROVING A CHANGE ORDER IN AN AMOUNT NOT TO
      EXCEED $10,500 FOR SNAP-ON TOOLS AND AUTHORIZING THE CITY MANAGER
      OR HER DESIGNEE TO EXECUTE THE CHANGE ORDER.


      WHEREAS, on February 24, 2004, by Resolution No. 2004-40, City Council adopted
Purchasing Policy 10-7; and

      WHEREAS, on May 24, 2005, by Resolution No. 2005-115, City Council adopted the
2005/06-2009/10 Capital Improvement Program (CIP) Budget; and

      WHEREAS, on October 11, 2005, by Resolution No. 2005-252, City Council approved
and authorized the City Manager to execute a change order in an amount not to exceed
$14,750 for Snap-on tools; and

        WHEREAS, a purchase order for Snap-on tools in the amount of $45,000 was issued in
July of 2005; and

      WHEREAS, a change order for the amount of $14,750 was approved by City Council in
October of 2005 bringing the total amount of the purchase order to $59,750; and

      WHEREAS, staff has currently expended $57,958 as planned for the purchase of three
complete tool box sets for the fleet shop and tools for the new shop truck and the Pro-Link
scanner for diesel engines, leaving a balance of $1,792 on the purchase order; and

        WHEREAS, the requested second change order in the amount of $10,500 is to
accommodate the purchase of a staircase and guard railings to complete the mezzanine access
and fall protection as part of the Fleet Facility Upgrade, CIP No. 337-3714; and

        WHEREAS, the California Multiple Award Schedules (CMAS) program has acquired the
best price for the purchase of Snap-on tools; and

      WHEREAS, funds for this second change order were budgeted in the 2005/06-2009/10
CIP Budget and is in compliance with Purchasing Policy 10-7.

       NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Brentwood
that the change order with Snap-on tools in an amount not to exceed $10,500 for a total
purchase order amount of $70,250 is approved and the City Manager or her designee is
authorized to execute the change order.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 9th day of May, 2006 by the following vote:
                                                                                      CITY OF BRENTWOOD
                                                                                 Capital Improvement Program Project
                                                                                                 2005/06-2009/10
Project Title:                Fleet Facility Upgrade                                                                                                                                                        Project #
Location:       2201 Elkins Way                                                                                                        Redevelopment Area:                      North Brentwood
                                                                                                                                       Project Mgr:                                    S. Dempsey
Project Priority:             2C - Necessary                                          Construction:                   City             General Plan Relationship:                       Consistent
Project Description:                                                                                                                   Justification:
   Further development of the Fleet Maintenance building to include: oil/compressor room, overhead liquid                                  This building was originally designed as an interim site for the Fleet
   dispensing reels, a 5 ton bridge crane and an awning over the front apron of the building.                                              Maintenance Division in anticipation of the new Corporation Yard and
                                                                                                                                           Administration Building. Since the sale of the frontage property on
                                                                                                                                           Elkins Way, the Fleet Division will be remaining in this interim site.
                                                                                                                                           These upgrades are needed to ensure the Fleet Division can perform their
                                                                                                                                           duties in a complete and cost effective manner.


                                                                                             PROJECT FINANCING
Project Expenditures                                                   Prior                 05-06       06-07                                  07-08             08-09                09-10                 TOTAL
 70239 Legal

 90040 Planning and Design                                                                         4,000                  8,000                                                                         $            12,000
 90050 Construction                                                                              238,000                476,000                                                                         $           714,000
 90070 Project Administration                                                                      8,000                 16,000                                                                         $            24,000
 90100 Land/ROW/Acquisitions
TOTAL                                                                                  $         250,000      $         500,000                                                                         $           750,000

Project Funding                                                        Prior                 05-06                   06-07                      07-08             08-09                09-10                 TOTAL
 47xxx General Fund

 47xxx Facility Fees

 47xxx Enterprise                                                                                250,000                500,000                                                                         $           750,000
 44xxx Federal/State Funding

 46xxx Development Contributions

 48xxx Redevelopment

       Other
TOTAL                                                                                  $         250,000      $         500,000                                                                         $           750,000
Review and Comment:                                                                                            Future Annual Operating/Maintenance Cost                                              -0-

  Project improvements will assist in the reduction of costs associated with non-bulk fluid usage and improve operational efficiency for the Public Works Fleet Maintenance Division. The project funding will be
  shared by three enterprises as follows: Solid Waste - $375,000, Wastewater - $187,500 and Water - $187,500. This project is exempt from the Public Art requirement.




       Community Facilities Improvements                                                                                                                                                       Page 289
                          REDEVELOPMENT AGENDA ITEM NO. 21



Meeting Date:        May 9, 2006

Subject/Title:       Approve a Resolution approving and authorizing the execution of a Loan
                     Agreement by and between the Redevelopment Agency of the City of
                     Brentwood, City of Brentwood and Mercy Housing California XII and
                     approving a loan in the amount of $1,400,000.00 to assist in the
                     construction of Villa Amador, a 96-unit multi-family apartment complex
                     located at the northeast corner of Sand Creek Road and Shady Willow
                     Lane

Prepared by:         Donald Kwong, Senior Redevelopment Analyst

Submitted by:        Howard Sword, Community Development Director



RECOMMENDATION
Approve the Resolution and authorize the City Manager to execute a Loan Agreement by and
between the Redevelopment Agency, the City and Mercy Housing California XII for the
development of Villa Amador, a 96-unit multi-family apartment project located on Sand Creek
Road and Shady Willow Lane in an amount not to exceed $1,400,000.

PREVIOUS ACTION
The Villa Amador project received a Conditional Use Permit from the City of Brentwood
Planning Commission and Design Review approval and Mitigated Negative Declaration for the
project on January 21, 2003 for a 96-unit multi-family housing project; and on April 6, 2004,
received a one-year extension of the Design Review approval, and on April 5, 2005 received a
second extension for two years that expires on January 21, 2007.

On January 6, 2005 the Economic Development/Redevelopment Subcommittee recommended
that staff request the reservation of Low and Moderate Income Housing Funds in an amount not
to exceed $1,400,000 for Mercy Housing California XII as matching funds for the development
of the Villa Amador project.

On January 11, 2005 the Agency Board approved the reservation of $1,400,000 in Low and
Moderate Income Housing Funds for this project.

BACKGROUND
The project, owned by Mercy Housing California XII, was originally approved by the Planning
Commission in January of 2003 for the development of a 96-unit multi-family housing complex
on the northeast corner of Sand Creek Road and Shady Willow Lane. Mercy Housing California
XII is a non-profit developer located in West Sacramento, California and has been in business
for 23 years. They currently own and operate 27 housing units in Brentwood (Green Valley
Apartments) and 5,253 housing units throughout California.
Mercy Housing California XII is requesting a loan from the City in an amount not to exceed
$600,000 from the City’s Housing Trust Fund and in an amount not to exceed $1,400,000 from
the Redevelopment Agency of the City of Brentwood for a total loan amount of $2,000,000
towards a portion of the development fees for the project. The $1,400,000 loan from the
Redevelopment Agency rather than the City’s Housing Trust Fund will assist the Agency in
meeting its housing production goals.

The terms of both of the Promissory Notes for the City and the Agency are the same:

              Term: 55 years

              Interest: 3% simple interest per annum from the date of disbursement

              Security: Deed of Trust, assignment of rents and a security agreement and
              fixture filing

              Repayment: So long as the Mercy Housing California XII owns and operates the
              project in compliance with the affordable housing covenants and the Agreement
              is not in default, the entire principal and interest of the Note shall by due and
              payable in full upon the 55th anniversary of both Notes.

Mercy Housing California XII received approximately $12,500,000 in funds from the State of
California Housing and Community Development to fund predevelopment and construction
costs, $2,000,000 in funds from Contra Costa County/HOME and $15,500,000 in funds from the
4% Tax Credit Allocation Committee from the State of California for the remainder of
construction costs for the project.

Mercy Housing intends to increase the affordability component of the project through restricting
61 units as rental housing for very-low income families and 33 units for extremely-low income
families. 25 units must be set aside for agricultural workers in compliance with the Joe Serna
Jr. Farmworker Grant Program. Two units will be available as Managers’ unit.

The Agency and City Loans shall be disbursed in two disbursements: one disbursement of
$200,000 from the Agency, and the City and Agency disbursement of the remainder
simultaneously. The disbursement shall be used for development costs and shall not exceed
$2,000,000 total.

Proceeding with this project is consistent with the Redevelopment Plan and the Five-Year
Implementation Plan to provide affordable housing. The project is located outside of the
Merged Project Area and therefore the Agency will have the ability to count 47 units from this
project towards its housing production goals for the Agency.

This project represents the power of leveraging the Agency’s Housing Fund to create more
affordable housing than could be created by merely enforcing the Community Redevelopment
Law requirement of fifteen percent (15%). Furthermore, affordable rental units can be counted
towards the City’s compliance of housing requirements mandated by HCD and ABAG as well as
meets the City’s Housing Element goals.




                                               2
FISCAL IMPACT
The cost of the project to the Agency is $1,400,000 and will be funded by the Agency’s Low and
Moderate Housing Fund 302. This amount is budgeted for fiscal year 2005/06, but is not
expected to be expended in the current fiscal year. It is anticipated to be expensed in fiscal
year 2006/07. The Low and Moderate Housing Fund is stable and healthy and can financially
support the Mercy Housing California XII Villa Amador project.


Attachments:
Resolution
Loan Agreement with attachments




                                              3
                                AGENCY RESOLUTION NO.

       RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN
       AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
       BRENTWOOD, THE CITY OF BRENTWOOD AND MERCY HOUSING CALIFORNIA
       XII, AND APPROVING A LOAN IN THE AMOUNT OF $1,400,000.00 TO ASSIST IN
       THE CONSTRUCTION OF VILLA AMADOR, A 96-UNIT MULTI-FAMILY APARTMENT
       PROJECT LOCATED ON THE NORTHEAST CORNER OF SAND CREEK ROAD AND
       SHADY WILLOW LANE

       WHEREAS, Mercy Housing California XII ("Developer") has purchased that
approximately 8 acre parcel located on the northeast corner of Sand Creek Road and Shady
Willow Lane in the City of Brentwood (the "Property").

        WHEREAS, Developer plans to construct a 96-unit multi-family affordable apartment
project known as Villa Amador (the "Project") on the Property in accordance with the following
City approvals, as may be amended or extended: Design Review 01-43 and Conditional Use
Permit 02-17, approved by the Planning Commission on January 21, 2003, by Resolution No.
05-23, and extended until January 21, 2007.

       WHEREAS, the Project is categorically exempt from the provisions of the California
Environmental Quality Act, Public Resources Code section 21000, et seq. ("CEQA") pursuant to
CEQA Guidelines, California Code of Regulations section 15332.

       WHEREAS, the Redevelopment Agency of the City of Brentwood (the "Agency") is
carrying out the Merged Area Redevelopment Plan (the "Redevelopment Plan").

        WHEREAS, the Agency has established a Low and Moderate Income Housing Fund for
the Merged Project Area pursuant to Health and Safety Code Section 33334.3, and is
authorized and empowered under the Community Redevelopment Law of the State of
California, Health and Safety Code section 33000, et seq., and the Redevelopment Plan to use
its Low and Moderate Income Housing Fund for the purpose of increasing the community's
supply of low and moderate income housing.

        WHEREAS, in order to assist in the construction of the affordable Project, which will
increase the City's supply of low-income housing, Agency desires to loan Developer the amount
of $1,400,000.00 from its Low and Moderate Income Housing Fund pursuant to the terms set
forth in the Participation and Loan Agreement between the Agency, the City of Brentwood and
Developer attached hereto (the "Loan Agreement"). The terms include the recordation of
affordability covenants to ensure the long-term affordability of the Project.

        NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency of the City of
Brentwood hereby approves the loan of $1,400,000 from the Agency's Low and Moderate
Income Housing Fund to Developer pursuant to the terms of the Loan Agreement attached
hereto and authorizes and directs the Executive Director to execute the Loan Agreement,
subject to any minor conforming, technical or clarifying changes approved by the Agency
General Counsel. The Redevelopment Agency further authorizes the Executive Director to take
all actions necessary to carry out the Loan Agreement, including the execution of any
attachments to the Loan Agreement, subject to any minor conforming, technical or clarifying
changes approved by the Agency General Counsel, and any other documents necessary to
carry out the provisions of the Loan Agreement.



                                              1
PASSED AND ADOPTED this 9th day of May, 2006, by the following vote:




                                    2
                                    LOAN AGREEMENT
        THIS LOAN AGREEMENT (this "Agreement") dated as of this day of
        , 2006, the date of last execution of this Agreement by the parties indicated on the
signature page hereof, is entered into by and between the REDEVELOPMENT AGENCY OF
THE CITY OF BRENTWOOD, a public body corporate and politic ("Agency"), the CITY OF
BRENTWOOD, a municipal corporation ("City") and MERCY HOUSING CALIFORNIA XII,
a California limited partnership ("Mercy").



                                         RECITALS

        The following recitals are a substantive part of this Agreement; capitalized terms used
herein and not otherwise defined are defined in Section 100 of this Agreement:

       A.      Mercy is the owner of that approximately eight acre parcel located at the northeast
corner of Sand Creek Road and Shady Willow Road in the City of Brentwood, as depicted on the
Site Map attached hereto as Attachment No. 1 and described in the Site Legal Description
attached hereto as Attachment No. 2 (the "Site").

       B.    Mercy desires to develop a 96-unit affordable family apartment project known as
Villa Amador on the Site (the "Project").

        C.      Agency, City and Mercy desire to enter into this Agreement to set forth the terms
and conditions relating to: (i) Mercy's development, use and operation of the affordable Project;
and (ii) the disbursement of Agency and City loans to Mercy in order to make it economically
feasible for Mercy to develop the Project.

       D.      Agency desires to enter into this Agreement because, pursuant to the Community
Redevelopment Law and the Redevelopment Plan, the Project will provide affordable housing in
the community. The Agency is authorized and empowered under the Community
Redevelopment Law and the Redevelopment Plan to use its Low and Moderate Income Housing
Fund for the purpose of increasing the community's supply of low and moderate income housing.

        E.      City desires to enter into this Agreement because (1) pursuant to the City's
Inclusionary Housing Ordinance, it will assist in the construction of very low-, low- and
moderate-income dwelling units and (2) it requires Mercy to comply with a condition to provide
a needed traffic signal on an expedited basis. City is authorized to disburse funds from its
Housing Trust Fund for such purposes.

        F.      The fulfillment of this Agreement is in the vital and best interests of the City and
the health, safety and welfare of its residents and in accord with the provisions of applicable
federal, state and local law.




805856v5 80087/0017                               1
                                      AGREEMENT

        NOW, THEREFORE, Agency, City and Mercy hereby agree as follows:

100.    DEFINITIONS; REPRESENTATIONS AND WARRANTIES

        101.    Definitions.

     "Affiliate of Mercy" means an entity or entities, in which Mercy Housing, Inc. is the sole
member.

       "Affordable Housing Covenant" means the Affordable Housing Covenant to be
recorded against the Site as provided in Section 301 in the form attached hereto as Attachment
No. 6 and incorporated herein.

        "Affordable Unit(s)" is defined in Section 301 hereof.

       "Agency" means the Redevelopment Agency of the City of Brentwood, a public body,
corporate and politic, exercising governmental functions and powers and organized and existing
under Chapter 2 of the Community Redevelopment Law of the State of California, and any
assignee of or successor to its rights, powers and responsibilities.

        "Agency Deed of Trust" is defined in Section 402 hereof.

        "Agency Loan" is defined in Section 402 hereof.

        "Agency Note" is defined in Section 402 hereof.

        "Agreement" means this Loan Agreement between Agency, City and Mercy.

        "Certificate of Completion" means the document which evidences Mercy's satisfactory
completion of construction and installation of the Improvements, as set forth in Section 213
hereof, in the form attached hereto as Attachment No. 5 and incorporated herein.

        "City" means the City of Brentwood, a California municipal corporation.

        "City Deed of Trust" is defined in Section 402 hereof.

        "City Loan" is defined in Section 402 hereof.

        "City Note" is defined in Section 402 hereof.

        "Claims" is defined in Section 209 hereof.

        "Condition 58" is defined in Section 201.1.

        "Conditions Precedent to Disbursement of Loans" is defined in Section 404 hereof.

        "Community Redevelopment Law" means the Community Redevelopment Law of the


805856v5 80087/0017                             2
State of California (Health and Safety Code Section 33000, et seq.).

        "Date of Agreement" means the date first set forth above.

        "Default" means the failure of a party to perform any action or covenant required by this
Agreement within the time periods provided herein following notice and opportunity to cure, as
set forth in Section 501 hereof.

       "Fair Market Value" means the value of the Site, as established by a qualified licensed
appraiser acceptable to Agency and/or City and Mercy.

        "Financing" is defined in Section 401 hereof.

        "First Disbursement" is defined in Section 403 hereof.

        "Governmental Requirements" means all laws, ordinances, statutes, codes, rules,
regulations, orders and decrees, of the United States, the State of California, the County of
Contra Costa, the City, or any other political subdivision in which the Site is located, and of any
other political subdivision, agency or instrumentality exercising jurisdiction over Agency, City,
Mercy or the Site.

          "Hazardous Materials" means any substance, material, or waste which is or becomes
regulated by any local governmental authority, the State of California, or the United States
Government, including, but not limited to, any material or substance which is: (i) defined as a
"hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Sections
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter
6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a "hazardous
material," "hazardous substance," or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls;
(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to
Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix)
designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C.
§1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and
regulations now exist or may hereafter be amended.

      "Housing Trust Fund" means the fund created by Section 17.725.007 of the Brentwood
Municipal Code, in which in-lieu fees from implementation of the City's Inclusionary Housing
Ordinance are deposited.

        "Improvements" means the 96-unit family apartment project consisting of at least 94


805856v5 80087/0017                              3
Affordable Units, and appurtenant on-site and off-site improvements to be constructed and
installed by Mercy as set forth herein and in the Scope of Development.

      "Inclusionary Housing Ordinance" means Ordinance No. 790 adopted by the City of
Brentwood on January 11, 2005, and codified as Chapter 17.725 of the Brentwood Municipal
Code.

        "Loans" is defined in Section 402 hereof.

      "Low and Moderate Income Housing Fund" means the Agency's low and moderate
income housing fund, as established pursuant to Health and Safety Code Section 33334.3.

        "Memorandum of Agreement" is defined in Section 604 hereof.

        "Notice" shall mean a notice in the form prescribed by Section 601 hereof.

       "Mercy" means Mercy Housing California XII, a California limited partnership, or its
permitted assignee or transferee.

        "Project" means the Site and the Improvements to be constructed by Mercy on the Site as
set forth herein.

        "Redevelopment Plan" means the Merged Redevelopment Plan for the North Brentwood
Redevelopment Project and the Brentwood Redevelopment Project, adopted on May 9, 2000, by
Ordinance No. 632 of the City Council of the City on Brentwood, as amended, and incorporated
herein by reference.

       "Redevelopment Project" means the Merged Redevelopment Project, adopted by the
City pursuant to the Redevelopment Plan.

        "Schedule of Performance" means the Schedule of Performance attached hereto as
Attachment No. 3 and incorporated herein, setting out the dates and/or time periods by which
certain obligations set forth in this Agreement must be accomplished.

       "Scope of Development" means the Scope of Development attached hereto as
Attachment No. 4 and incorporated herein, which describes the scope, amount and quality of the
work of Improvements to be constructed and installed by the Mercy.

        "Second Disbursement" is defined in Section 403 hereof.

        "Site" is defined in Recital A.

       "Site Legal Description" means the description of the Site attached hereto as Attachment
No. 2 and incorporated herein.

       "Site Map" means the map of the Site attached hereto as Attachment No. 1 and
incorporated herein.

        "Traffic Signal" is defined in Section 201.1.


805856v5 80087/0017                             4
        102.    Representations and Warranties.

                102.1. Agency Representations. Agency represents and warrants to Mercy as
follows:

                        a.      Authority. Agency is a public body, corporate and politic,
existing pursuant to the California Community Redevelopment Law (California Health & Safety
Code Section 33000, et seq.), which has been authorized to transact business pursuant to action
of the City. Agency has full right, power and lawful authority to perform its obligations
hereunder and the execution, performance and delivery of this Agreement by Agency has been
fully authorized by all requisite actions on the part of Agency.

                       b.     No Conflict. To the best of Agency's knowledge, Agency's
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which Agency is a party or by
which it is bound.

               Until the expiration or earlier termination of this Agreement, Agency shall, upon
learning of any fact or condition that would cause any of the warranties and representations in
this Section 102.1 not to be true, immediately give written notice of such fact or condition to
Mercy.

                102.2. City's Representations. City represents and warrants to Mercy as
follows:

                       a.      Authority. City is a municipal corporation of the State of
California, which has been authorized to transact business by law. City has full right, power and
lawful authority to perform its obligations hereunder and the execution, performance and
delivery of this Agreement by City has been fully authorized by all requisite actions on the part
of City.

                     b.       No Conflict. To the best of City's knowledge, City's execution,
delivery and performance of its obligations under this Agreement will not constitute a default or
a breach under any contract, agreement or order to which City is a party or by which it is bound.

               Until the expiration or earlier termination of this Agreement, City shall, upon
learning of any fact or condition that would cause any of the warranties and representations in
this Section 102.2 not to be true, immediately give written notice of such fact or condition to
Mercy.

                102.3. Mercy's Representations. Mercy represents and warrants to Agency as
follows:

                      a.      Authority. Mercy is a duly organized California limited
partnership organized and in good standing under the laws of the State of California. The copies
of the documents evidencing the organization of Mercy delivered to Agency are true and
complete copies of the originals, as amended to the Date of Agreement. Mercy has full right,
power and lawful authority to undertake all obligations as provided herein and the execution,


805856v5 80087/0017                             5
performance and delivery of this Agreement by Mercy has been fully authorized by all requisite
actions on the part of Mercy.

                       b.     No Conflict. To the best of Mercy's knowledge, Mercy's
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which Mercy is a party or by which
it is bound.

                       c.      No Bankruptcy. Mercy is not the subject of any bankruptcy
proceeding.

                       d.      Ownership of the Site. Mercy is the fee owner of the Site.

               Until the expiration or earlier termination of this Agreement, Mercy shall, upon
learning of any fact or condition that would cause any of the warranties and representations in
this Section 102.3 not to be true, immediately give written notice of such fact or condition to
Agency.

           102.4. Prohibition Against and Limitations on Change in Ownership,
Management and Control of Mercy.

                        a.      General. The qualifications and identity of Mercy are of
particular concern to the Agency and City. It is because of the demonstrated qualifications and
identity that the Agency and City have entered into this Agreement with Mercy. No voluntary or
involuntary successor in interest of Mercy shall acquire any interest in the Site or the Project nor
any rights or powers under this Agreement, except as expressly set forth herein. It is expressly
stipulated and agreed that any assignment, sale, transfer or other disposition of the Project or the
Site, or any portion(s) thereof or interest(s) therein or of any rights or powers under this
Agreement in violation of this Section 102.4 shall be null, void and without effect, shall cause a
reversion of title to Mercy, and shall be ineffective to relieve Mercy of its obligations under this
Agreement and the Affordable Housing Covenant.

                         b.      Prior to Issuance of Certificate of Completion. Prior to issuance
of the Certificate of Completion, Mercy shall not assign or transfer this Agreement, the Project
or the Site, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder without the
prior written approval of the Agency's Executive Director and City's City Manager. The
Agency's Executive Director and City's City Manager shall have the right to disapprove any
transfer, assignment or refinancing, which would diminish or otherwise impair the ability of
Mercy to fulfill all its duties and obligations under this Agreement.

                        c.      Following Issuance of Certificate of Completion. Following
issuance of the Certificate of Completion, Mercy shall not assign or transfer this Agreement, the
Project or the Site, or any portion(s) thereof, or interest(s) therein, or any right(s) hereunder
without the prior written approval of the Agency's Executive Director and City's City Manager,
which approval shall not be unreasonably withheld or delayed, and shall be granted upon Agency
and City's receipt of evidence acceptable to Agency and City that the following conditions have
been satisfied:



805856v5 80087/0017                               6
                              1.      Mercy is not in Default under this Agreement or the
Affordable Housing Covenant, or the purchaser or assignee agrees to undertake to cure any
Defaults or violations of Mercy to the reasonable satisfaction of Agency and City.

                             2.      The continued operation of the Project shall comply with
the provisions of this Agreement and the Affordable Housing Covenant.

                                3.      Either (i) the purchaser or assignee or its property manager
has at least three year's experience in the ownership, operation and management of similar size
rental housing projects, and at least one year's experience in the ownership, operation and
management of rental housing projects containing below-market-rate units, without any record of
material violations of discrimination restrictions or other state or federal laws or regulations or
local governmental requirements applicable to such projects, or (ii) the purchaser or assignee
agrees to retain a property management firm with the experience and record described in
subclause (i) above, or (iii) Mercy or its management company will continue to manage the
Project for at least one year following such transfer and during such period will provide training
to the purchaser or assignee and its manager in the responsibilities relating to the Affordable
Units.

                               4.     The person or entity which is to acquire the Project does
not have pending against it, and does not have a history of significant and material building code
violations or complaints concerning the maintenance, upkeep, operation and regulatory
agreement compliance of any of its projects as identified by any local, state or federal regulatory
agencies.

                              5.      The proposed purchaser or assignee enters into a written
assignment, assumption and release of assignor agreement in a form and content reasonably
satisfactory to Agency and City's legal counsel, agreeing to be bound by and to perform and
observe all terms, covenants and conditions of Mercy under this Agreement (including all
attachments hereto) and to assume all obligations of Mercy thereunder, and, if requested by
Agency or City, provides an opinion of such purchaser or assignee's counsel to the effect that this
Agreement and the Affordable Housing Covenant, and, unless the Loans are paid in full by
Mercy prior to such assignment, the Agency Note, the Agency Deed of Trust, the City Note and
the City Deed of Trust are valid, binding and enforceable obligations of such purchaser or
assignee, subject to bankruptcy and other standard limitations affecting creditor's rights.

                      d.      Pre-Approved Transfers. Notwithstanding any other provision
of this Agreement to the contrary, Agency and City approval of a transfer or assignment of this
Agreement, the Project, or the Site or any interest therein shall not be required in connection with
any of the following:

                                1.     Subject to Mercy submitting the assignment, assumption
and release agreement referred to above and the approval of such agreement by the Agency and
City, which approvals shall not be unreasonably withheld, any transfer or assignment of the
Project or any interest therein to an Affiliate of Mercy.




805856v5 80087/0017                              7
                              2.      The granting of temporary or permanent easements or
permits to facilitate development of the Project.

                              3.     Any assignment for the purpose of obtaining and securing
the Financing, as contemplated by Section 401 below, including the grant of a deed of trust,
assignment of rents and security agreement to secure the funds necessary for the Financing.

                              4.      A transfer which combined with any and all previous or
simultaneous transfers represents less than fifty percent (50%) of the equity or beneficial interest
of Mercy, provided such transfer does not cause a material change in the rights to manage and
control Mercy.

                             5.      The rental, in the ordinary course of business, of the
Affordable Units, provided such rental is in accordance with the terms of this Agreement and the
Affordable Housing Covenant.

                               6.     The admission of any new non-managing investor limited
partner to Mercy.

                               7.     The transfer of any limited partnership interests in Mercy.

                              8.     Subject to the submission of the assignment, assumption
and release agreement referred to above and the approval of such agreement by the Agency and
City, which approvals shall not be unreasonably withheld, the removal of the general partner of
Mercy due to a default under Mercy's partnership agreement, provided that any successor general
partner has been approved by City and Agency in their reasonable discretion.

                In the event of an assignment or transfer by Mercy under the above Subsections
102.4(d)1 through 102.4(d)8, inclusive, not requiring the Agency and City's prior approval,
Mercy nevertheless agrees that it shall give at least fifteen (15) days prior written Notice to
Agency and City of such assignment or transfer. In addition, Agency and City shall be entitled
to review such documentation as may be reasonably required by the Agency's Executive Director
and City's City Manager for the purpose of determining compliance of such assignment or
transfer with the requirements of Subsections 102.4(d)1 through 102.4(d)8, inclusive.

200.    DEVELOPMENT OF THE SITE

        201. Scope of Development. The Project shall be developed and the Improvements
shall be constructed and installed in accordance with the terms and provisions of this Agreement
and the following approvals which have been granted, and as may be amended or extended, by
the City and its component agencies: DR01-43 and CUP02-17, as extended by Planning
Commission Resolutions 04-24 and 05-23 (the "City Approvals"). All such work shall be
performed by a licensed contractor(s).

              201.1. Traffic Signal. Condition Number 58 of Planning Commission
Resolution 05-23 ("Condition 58") requires Mercy to construct a traffic signal at the corner of
Sand Creek and Shady Willow (the "Traffic Signal"). City and Mercy agree that (a) Mercy will
comply with Condition 58 as a condition of the Second Disbursement and prior to construction


805856v5 80087/0017                              8
of the Project, and (b) City, rather than Mercy, will construct the Traffic Signal, Mercy will
reimburse City the sum of $200,000.00 for such construction as a traffic mitigation payment, and
such reimbursement shall constitute full compliance with Condition 58. Such payment shall be
made to City within ten days of the First Disbursement. City shall complete design, installation
and construction of the Traffic Signal within eighteen months of the receipt of the payment.

       202. Schedule of Performance. Mercy shall commence and complete construction of
the Improvements and satisfy all other obligations and conditions of this Agreement within the
times established in the Schedule of Performance, subject to the provisions of Section 602
hereof. Construction shall be deemed commenced when Mercy has commenced excavation and
grading of the Site.

       203. Cost of Construction. All the costs of Site preparation, planning, designing and
constructing the Improvements and developing the Project on the Site shall be borne solely by
Mercy.

         204. Insurance Requirements. Mercy shall take out and maintain or shall cause its
contractor to take out and maintain throughout the term of this Agreement, a commercial general
liability policy in the amount of Two Million Dollars ($2,000,000.00) combined single limit, or
such other policy limit as the Agency and City may approve at their discretion, including
contractual liability, as shall protect Mercy, City and Agency from claims for such damages.
Such policy or policies shall be written on an occurrence form. Mercy shall also obtain and
maintain throughout the term of this Agreement a comprehensive automobile liability policy in
the amount of Two Million Dollars ($2,000,000.00), combined single limit, and builder's all-risk
insurance in an amount not less than the full insurable value of the Improvements on a
replacement cost basis and shall furnish or cause to be furnished to the Agency and City
evidence satisfactory to both Agency and City that Mercy and any contractor with whom it has
contracted for the performance of work on the Site or otherwise pursuant to this Agreement
carries workers' compensation insurance as required by law. Companies writing the insurance
required hereunder shall be licensed to do business in the State of California. Insurance is to be
placed with insurers with a current A.M. Best's rating of no less than A:VII. Mercy shall furnish
a notarized certificate of insurance countersigned by an authorized agent of the insurance carrier
on a form reasonably approved by the Agency and City setting forth the general provisions of the
insurance coverage. This countersigned certificate shall name the City, Agency and their
respective officers, agents, employees, volunteers and representatives as additionally insured
parties under the policy, and the certificate shall be accompanied by a duly executed
endorsement evidencing such additional insured status. The certificate and endorsement by the
insurance carrier shall contain a statement of obligation on the part of the carrier to notify City
and Agency of any material change, cancellation or termination of the coverage at least thirty
(30) days in advance of the effective date of any such material change, cancellation or
termination. Coverage provided hereunder by Mercy shall be primary insurance and shall not be
contributing with any insurance, self-insurance or joint self-insurance maintained by the Agency
or City, and the policy shall contain such an endorsement. The insurance policy or the
endorsement shall contain a waiver of subrogation for the benefit of the City and the Agency.
The required certificate shall be furnished by Mercy to Agency and City within the time
provided in the Schedule of Performance.



805856v5 80087/0017                              9
        205. City and Other Governmental Agency Permits. Mercy shall secure, or cause
to be secured, any and all permits or entitlements, in addition to the City Approvals, that may be
required by City or any other governmental agency affected by or which has jurisdiction over the
construction of the Project.

         206. Rights of Access During Construction. Prior to the issuance of a Certificate of
Completion, for purposes of assuring compliance with this Agreement, representatives of the
Agency and the City shall have the right of access to the Site, without charges or fees, at normal
construction hours during the period of construction for the purposes of this Agreement,
including but not limited to, the inspection of the Project and the work of Improvements, so long
as the Agency, City or their representatives comply with all safety rules. The Agency and City
(or their representatives) shall, except in emergency situations, notify Mercy prior to exercising
its rights pursuant to this Section 206. Nothing herein shall be deemed to limit the ability of the
City to conduct code enforcement and other administrative inspections of the Site in accordance
with applicable law.

        207. Antidiscrimination During Construction. Mercy, for itself, and its successors
and assigns, agrees that in the construction of Improvements on the Site, Mercy will not
discriminate against any employee or applicant for employment because of race, color, creed,
religion, sex, marital status, ancestry or national origin.

       208. Compliance With Laws. Mercy shall carry out the work of the Improvements in
conformity with all applicable laws, including Public Contract Code requirements; City zoning
and development standards; building, plumbing, mechanical and electrical codes; all other
provisions of the City's Municipal Code; and all applicable disabled and handicapped access
requirements, including the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq.,
Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the
Unruh Civil Rights Act, Civil Code Section 51, et seq.

        209. Prevailing Wages. Mercy acknowledges and agrees that the Improvements
constitute construction, alteration, demolition, installation, or repair work done under contract
and paid for in whole or in part out of public funds under California Labor Code Section
1720(b)(3). Developer shall comply with all requirements of the Department of Industrial
Relations in accordance with the California Labor Code, and all other applicable federal, state
and local laws and regulations pertaining to labor standards and payment of prevailing wages
(collectively, "Prevailing Wage Laws"). Mercy shall (i) require its contractors and
subcontractors to submit certified copies of payroll records to Mercy; (ii) maintain complete
copies of such certified payroll records; and (iii) make such records available to Agency, City
and their designees for inspection and copying during regular business hours at the Site or at
another location within the City of Brentwood.

        Mercy shall defend, indemnify and hold harmless Agency, City and their officers,
employees, volunteers, agents and representatives from and against any and all present and
future causes of action, claims, liabilities, obligations, damages, fines, penalties, judgments,
actions or expenses (including attorney fees) (collectively, the "Claims"), arising out of or in any
way connected with Mercy's obligation to comply with all Governmental Requirements,
including all Claims that may be made by contractors, subcontractors or other third party


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claimants pursuant to Labor Code Sections 1726 and 1781, as amended and added by Senate
Bill 966.
        Mercy hereby waives, releases and discharges forever Agency and the City, and its and
their employees, officers, volunteers, agents and representatives, from any and all present and
future Claims arising out of or in any way connected with Mercy's obligation to comply with all
Prevailing Wage Laws in connection with the work of the Improvements.
      Mercy is aware of and familiar with the provisions of Section 1542 of the California Civil
Code which provides as follows:
                A general release does not extend to claims which the creditor does
                not know or suspect to exist in his favor at the time of executing
                the release, which if known by him must have materially affected
                his settlement with the debtor.

        As such relates to this Section 209, Mercy hereby waives and relinquishes all rights and
benefits which it may have under Section 1542 of the California Civil Code.
        210. Taxes and Assessments. Mercy shall pay prior to delinquency all ad valorem
real estate taxes and assessments on the Site, subject to Mercy's right to contest in good faith any
such taxes. Mercy shall remove or have removed any levy or attachment made on the Site or any
part thereof, or assure the satisfaction thereof within thirty (30) days following the date of
attachment or levy.

        211. Liens and Stop Notices. Mercy shall not allow to be placed on the Site or any
part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded
affecting the Project, Mercy shall within thirty (30) days of such recording or service:

                       a.     pay and discharge the same;

                     b.     affect the release thereof by recording and delivering to the
Agency and City a surety bond in sufficient form and amount; or

                      c.      provide the Agency and City with other assurance which the
Agency and City deem, in their sole discretion, to be satisfactory for the payment of such lien or
bonded stop notice and for the full and continuous protection of Agency and City from the effect
of such lien or bonded stop notice.

        212. Right of the Agency and City to Satisfy Other Liens on the Site. After Mercy
purchases the Site and prior to the completion of construction of the Improvements, and after
Mercy and its limited partner have had written Notice and has failed after a reasonable time, but
in any event not more than sixty (60) days, to challenge, cure, adequately bond against, or satisfy
any liens or encumbrances on the Site which are not otherwise permitted under this Agreement,
the Agency and City shall have the right, but not the obligation, to satisfy any such liens or
encumbrances without further notice to Mercy. In such event, Mercy shall be liable for and the
Agency and/or City shall be entitled to reimbursement by Mercy for such paid lien or
encumbrance.




805856v5 80087/0017                             11
        213. Certificate of Completion. Following Mercy's completion of the work of
construction and installation of the Improvements on the Site in conformity with this Agreement,
and within the time set forth in the Schedule of Performance, the Agency and City shall furnish
Mercy with a "Certificate of Completion" substantially in the form of Attachment No. 5 attached
hereto. The Agency and City shall not unreasonably withhold such Certificate of Completion.
The Certificate of Completion shall be conclusive determination of satisfactory completion of the
work of construction and installation of the Improvements on the Site and the Certificate of
Completion shall so state. Any party then owning or thereafter purchasing, leasing or otherwise
acquiring any interest in the Site shall not (because of such ownership, purchase, lease or
acquisition) incur any obligation or liability under this Agreement except for those continuing
covenants as set forth in Section 306 of this Agreement.

         If the Agency and City refuse or fail to furnish the Certificate of Completion, the Agency
and City shall, within thirty (30) days after Mercy's written request therefor, provide Mercy with
a written statement of the reasons the Agency and City refused or failed to furnish the Certificate
of Completion. The statement shall also contain the Agency and City's opinion of the actions
Mercy must take to obtain the Certificate of Completion. Agency and City's failure to provide
such a written statement within such thirty (30) day period shall be deemed approval of Mercy's
request for issuance of the Certificate of Completion, provided Mercy (i) has included a
statement to that effect in its written request to the Agency and City, (ii) has provided copies of
said written request to Agency counsel and the City of Brentwood City Attorney at the addresses
listed in Section 601, and (iii) has provided in a timely manner all other information reasonably
requested by the Agency and City in connection with Mercy's request. The Certificate of
Completion shall not constitute evidence of payment of the Loans or compliance with or
satisfaction of any obligation of Mercy to any holder of any mortgage, or any insurer of a
mortgage securing money loaned to finance the work of Improvements, or any part thereof. The
Certificate of Completion is not a notice of completion as referred to in Section 3093 of the
California Civil Code.

        214.    Mortgage, Deed of Trust, Sale and Lease-Back Financing.

               214.1. Holder Not Obligated to Construct Improvements. The holder of any
mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions
of this Agreement to construct or complete the Improvements or to guarantee such construction
or completion. Nothing in this Agreement shall be deemed to or be construed to permit or
authorize any such holder to devote the Site to any uses or to construct any improvements
thereon other than those uses or Improvements provided for or authorized by this Agreement.

                  214.2. Notice of Default to Mortgagee or Deed of Trust Holders; Right to
Cure. With respect to any mortgage or deed of trust granted by Mercy as provided herein,
whenever the Agency or City shall deliver any notice or demand to Mercy with respect to any
breach or default by Mercy hereunder, the Agency or City shall at the same time deliver to each
holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such
notice or demand. No notice of default shall be effective as to the holder unless such notice is
given. Each such holder shall (insofar as the rights of the Agency or City are concerned) have
the right, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy or
commence to cure or remedy any such default and to add the cost thereof to the mortgage debt


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and the lien of its mortgage. In the event possession of the Site (or portion thereof) is required to
effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied if it
commences the proceedings necessary to obtain possession thereof within sixty (60) days,
diligently pursues such proceedings to completion, and, after obtaining possession, diligently
completes such cure or remedy. Nothing in this Agreement shall be deemed to permit or
authorize such holder to undertake or continue the construction or completion of the
Improvements (beyond the extent necessary to conserve or protect the Improvements or
construction already made) without first having expressly assumed Mercy's obligations to the
Agency and City by written agreement satisfactory to the Agency and City. Any such holder
properly completing the Improvements shall be entitled, upon compliance with the requirements
of Section 214 of this Agreement, to a Certificate of Completion. For purposes of this Section
214.2 only, the term "holder" shall include Mercy's investor limited partner, so long as City and
Agency are duly informed in writing of the name and notice address of the investor limited
partner pursuant to Section 601.

                 214.3. Right of Agency and City to Cure Mortgage or Deed of Trust Default.
If a mortgage or deed of trust default or breach by Mercy occurs prior to the completion of the
construction of the Improvements, and the holder of any mortgage or deed of trust has not
exercised its option to cure the default, the Agency and/or City may cure the default, without
acceleration of the subject loan, following prior Notice thereof to Mercy. In such event, Mercy
shall be liable for and the Agency and/or City shall be entitled to reimbursement from Mercy of
all costs and expenses associated with and attributable to the curing of the mortgage or deed of
trust default or breach of this Agreement by Mercy and incurred by the Agency and/or City in
curing such default. The Agency and/or City shall also be entitled to record a lien upon the Site
to the extent of such incurred costs and disbursements. Any such lien shall be subject to prior
encumbrances and deeds of trust. If the ownership of the Site has vested in the holder, the
Agency and/or City, if it so desires, may elect to purchase the Site from the holder upon such
terms as are mutually acceptable to the Agency, City and the holder.

        215. Condition of the Site. Mercy shall take all necessary precautions to prevent the
release into the environment of any Hazardous Materials that are located in, on or under the Site.
Such precautions shall include compliance with all Governmental Requirements with respect to
Hazardous Materials. In addition, Mercy shall install and utilize such equipment and implement
and adhere to such procedures as are consistent with the standards prevailing in the industry, to
the extent such standards exceed applicable Governmental Requirements, as respects the
disclosure, storage, use, removal and disposal of Hazardous Materials. Mercy shall cause each
release of Hazardous Materials in, on or under the Site to be remediated in accordance with all
Governmental Requirements.

        Mercy agrees to indemnify, defend and hold Agency, City and their officers, employees,
volunteers, agents and representatives harmless from and against any and all Claims, resulting
from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or
disposal of any Hazardous Materials on, under, in or about, or the transportation of any such
Hazardous Materials to or from, the Site, or (ii) the violation, or alleged violation, of any statute,
ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation,
release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or
about, to or from, the Site, caused by Mercy or any of Mercy's predecessors in interest. This


805856v5 80087/0017                              13
indemnity shall include any damage, liability, fine, penalty, parallel indemnity, cost or expense
arising from or out of any claim, action, suit or proceeding for bodily injury (including sickness,
disease or death), tangible or intangible property damage, compensation for lost wages, business
income, profits or other economic or consequential loss, damage to the natural resource or the
environment, nuisance, contamination, leak, spill, release or other adverse effects on the
environment.

300.    COVENANTS, RESTRICTIONS AND AGREEMENTS

         301. Use Covenants; Affordable Housing Covenant. Mercy covenants and agrees
for itself, its successors, its assigns and every successor in interest that the Site shall be used for
affordable housing purposes and that at least 94 of the dwelling units to be constructed on the
Site (the "Affordable Unit(s)") shall be rented to very low- and extremely low-income
households, all in accordance with the terms of the Affordable Housing Covenant, attached
hereto as Attachment No. 6, the uses specified in the Redevelopment Plan and this Agreement
for the period of time specified in Section 306, below. The foregoing covenant shall run with the
land. The Affordable Housing Covenant shall be executed and delivered by Mercy to Agency
and City in accordance with the Schedule of Performance.

         302. Maintenance Covenants. Mercy shall maintain in first-class condition and in
accordance with the custom and practice generally applicable to apartment projects in Contra
Costa County, the private improvements and public improvements and landscaping to the
curbline(s) on and abutting the Site. Said improvements shall include, but not be limited to,
buildings, sidewalks, pedestrian lighting, landscaping, irrigation of landscaping, architectural
elements identifying the Site and any and all other improvements on the Site and in the public
right-of-way to the nearest curbline(s) abutting the Site. To accomplish the maintenance, Mercy
shall either staff or contract with and hire licensed and qualified personnel to perform the
maintenance work, including the provision of labor, equipment, materials, support facilities, and
any and all other items necessary to comply with the requirements of this Agreement. The
maintenance covenants and obligations set forth in this Section 302 shall remain in effect for the
period of time specified in Section 306, below.

        303. Obligation to Refrain from Discrimination. Mercy covenants by and for itself
and any successors in interest that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, marital status, national
origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Site, nor shall Mercy itself or any person claiming under or through them establish or permit
any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the
Site. The foregoing covenants shall run with the land.

        304. Form of Nondiscrimination and Nonsegregation Covenants. All deeds, leases
or contracts for the rental, sale or lease of the Site shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:

                         a.     In deeds. "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or


805856v5 80087/0017                               14
through them, that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land
herein conveyed, nor shall the grantee or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land."

                         b.     In leases. "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following
conditions: that there shall be no discrimination against or segregation of any person or group of
persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry
in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises
herein leased nor shall the lessee himself or herself, or any person claiming under or through him
or her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the premises herein leased."

                        c.      In contracts. "There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed, religion, sex,
marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person
claiming under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees or vendees of the premises."

        305. Rights of Access. For purposes of assuring compliance with this Agreement for
the time periods set forth in section 306 below, representatives of the Agency and the City shall
have the right of access to the Site, without charges or fees, at normal business hours. The
Agency and City (or their representatives) shall, except in emergency situations, notify Mercy
prior to exercising its rights pursuant to this Section 305. Nothing herein shall be deemed to
limit the ability of the City to conduct code enforcement and other administrative inspections of
the Site in accordance with applicable law.

        306. Effect of Violation of the Terms and Provisions of this Agreement After
Completion of Construction. Both the Agency and City are deemed to be the beneficiaries of
the terms and provisions of this Agreement and of the covenants running with the land, for and in
its own right and for the purposes of protecting the interests of the community and other parties,
public or private, in whose favor and for whose benefit this Agreement and the covenants
running with the land have been provided, without regard to whether the Agency has been,
remains or is an owner of any land or interest therein in the Site or in the Redevelopment Project.
Both the City and Agency shall have the right, if the Agreement or covenants are breached, to
exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other
proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries
of this Agreement and covenants may be entitled. Unless otherwise specifically provided, the



805856v5 80087/0017                               15
covenants contained in this Agreement shall remain in effect until the issuance of the Certificate
of Completion for the completion of the work of Improvements, except for the following:

                       a.      The covenants pertaining to use and maintenance of the Site and
all improvements thereon, as set forth in Sections 301 and 302, shall remain in effect for fifty-
five (55) years from the date of recordation of the Affordable Housing Covenant.

                       b.      The covenants against discrimination, as set forth in Sections 303
and 304, shall remain in effect in perpetuity.

                      c.      The covenants pertaining to assignment or transfer of this
Agreement, the Project or the Site set forth in Section 102.4(c) shall remain in effect for the
duration of the Affordable Housing Covenant.

400.    LOANS

       401. Mercy's Financing. In additions to the Loans described in Section 402 below,
Mercy intends to finance the development of the Project with the following loans, grants and
contributions (collectively, the "Financing"):

                         1. Low Income Housing Tax Credit investor capital contribution in the
                            approximate amount of $15,434,364.00;

                         2. Loan from California Housing Finance Authority in the amount of
                            $4,450,000.00 ("CalHFA Loan");

                         3. Loan from Department of Housing and Community Development
                            through Multifamily Housing Program in the amount of
                            $7,669,571.00 ("MHP Loan");

                         4. Loan from the California State Department of Housing and
                            Community Development Joe Serna, Jr. Farmworker Housing
                            Program in the amount of $900,000.00 ("Farmworker Loan");

                         5. Grant from the California State Department of Housing and
                            Community Development Joe Serna, Jr. Farmworker Housing
                            Program in the amount of $999,411.00;

                         6. Loan of Contra Costa County HOME funds in the amount of
                            $2,000,000 ("HOME Loan");

                         7. Construction loan from Bank of America in the amount of
                            $21,880,000.00 ("Construction Loan");

                         8. General partner capital contribution in the approximate amount of
                            $400,00.00; and

                         9. Deferred developer fee in the approximate amount of $105,000.00


805856v5 80087/0017                              16
        402. Agency and City Loans. In consideration of Mercy's obligations hereunder,
including, without limitation, Mercy's obligations to construct the Improvements, to comply with
Condition 58 as provided in Section 201.1 below and to provide Affordable Units on the Site,
and subject to the terms and conditions of this Agreement, including, without limitation, Mercy's
fulfillment of the conditions precedent to disbursement of the Agency and City Loans, as set
forth in Section 404 below, the Agency agrees to loan Mercy an amount equal to $1,400,000.00
(the "Agency Loan") and the City agrees to loan Mercy an amount equal to $600,000.00 (the
"City Loan") to assist Mercy in the payment of development fees, such as building, engineering,
water, wastewater, roadway and other fees and a traffic mitigation payment. Mercy shall execute
and deliver a promissory note to Agency in the form attached hereto as Attachment No. 8 (the
"Agency Note"). The Agency Note shall be secured by a deed of trust (the "Agency Deed of
Trust") to be recorded against the Site in the form attached hereto as Attachment No. 10. Mercy
shall execute and deliver a promissory note to City in the form attached hereto as Attachment
No. 9 (the "City Note"). The City Note shall be secured by a deed of trust (the "City Deed of
Trust") to be recorded against the Site in the form attached hereto as Attachment No. 11. The
Agency Loan shall be provided to Mercy from Agency's Low- and Moderate Income Housing
Fund. The City Loan shall be provided to Mercy from the City's Housing Trust Fund. The
Agency Loan and the City Loan may hereinafter be collectively referred to as the "Loans."

        403. Disbursement of Loans. The Loans shall be disbursed in two disbursements,
with funds from the Agency Loan to be disbursed first, followed by funds from the City Loan.
The first disbursement shall be used for a traffic mitigation payment to the City and shall equal
$200,000.00 (the "First Disbursement"). The second disbursement shall be used for paying
development fees, such as building, engineering, water, wastewater, roadway and other fees and
shall not exceed $1,800,000.00 (the "Second Disbursement"). Upon satisfaction or waiver of
each and all of the Conditions Precedent to Disbursement of Loans as set forth in Section 404
below, Agency and/or City shall disburse the applicable loan disbursement to Mercy.

        404. Conditions Precedent to Disbursement of Loans. Each of Agency's and City's
obligations to disburse the Loans are conditioned upon the satisfaction or waiver by the Agency
and City of each and all of the conditions precedent described below ("Conditions Precedent to
Disbursement of Loans"), which are solely for the benefit of the Agency and City, and which
shall be fulfilled or waived by the time periods provided for herein:

               404.1. No Default. Subject to the expiration of any applicable cure period,
Mercy shall not be in default of any of its obligations under the terms of this Agreement, and all
representations and warranties of Mercy contained herein shall be true and correct.

               404.2. Execution of Loan Documents. Mercy shall have executed the City Note
and Agency Note and executed and acknowledged the Agency Deed of Trust and City Deed of
Trust in recordable format.

              404.3. Execution of Other Documents. Mercy shall have executed and
acknowledged the Memorandum of Agreement and the Affordable Housing Covenant in
recordable format.




805856v5 80087/0017                             17
                404.4. Recordation of Documents. The Agency Deed of Trust, City Deed of
Trust, Memorandum of Agreement and Affordable Housing Covenant shall have been recorded
against the Site in the Contra Costa County Recorder's Office.

               404.5. Insurance. Mercy shall have furnished Agency and City with evidence of
the insurance coverage required under section 204.

               404.6. Lender's Policy of Title Insurance. A title insurer reasonably acceptable
to the City and Agency shall be unconditionally and irrevocably committed to issuing a CLTA
Lender's policy of title insurance insuring City in the principal amount of the City Loan, Agency
in the amount of the Agency Loan and the validity and priority of the Agency Deed of Trust and
City Deed of Trust as a lien upon the Site, subject only to matters of record approved by City
and/or Agency in writing (including section 405 below) and showing fee simple title to the Site
in the name of Mercy.

                404.7. Financing. Mercy shall have provided evidence satisfactory to Agency
and City or otherwise have demonstrated to Agency and City, in their sole and absolute
discretion, that Mercy has obtained, or has a firm commitment to obtain, the Financing.

               404.8. Approvals and Permits. With respect to the Second Disbursement,
Mercy shall have obtained all local, state and federal approvals necessary to proceed with
construction of the Project on the Site. Approvals, such as building permits, can be conditioned
upon the payment of fees.

                404.9. Construction Contract. With respect to the Second Disbursement,
Mercy shall have entered into a contract for construction of the Improvements with a contractor
licensed in the State of California, which contract shall be consistent with the terms of this
Agreement, including the payment of prevailing wages as required by Section 209.

              404.10.       Condition 58. With respect to the Second Disbursement, Mercy
shall have complied with Condition 58 in accordance with Section 201.1 above.

       405. Priority of Liens. Agency and City agree that the Agency Deed of Trust, City
Deed of Trust and Affordable Housing Covenant shall be subordinate to any deeds of trust
executed by Mercy in favor of Mercy's lenders securing the CalHFA Loan, the MHP Loan, the
Farmworker Loan, the HOME Loan and the Construction Loan.

        406. Financial Records and Reporting Obligations. Mercy covenants and agrees, on
behalf of itself and its successors and assigns, that, in connection with the construction,
ownership and operation of the Project, it shall keep full and accurate books of account and
records as required by and described in the Affordable Housing Covenant.

500.    DEFAULTS AND REMEDIES

        501. Default Remedies. Subject to the permitted extensions of time as provided in
Section 602 of this Agreement, failure by any party to perform any action or covenant required
by this Agreement within the time periods provided herein following Notice and expiration of
any applicable cure period, shall constitute a "Default" under this Agreement. A party claiming a


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Default shall give written Notice of Default to the defaulting party specifying the Default
complained of. Except as otherwise expressly provided in this Ag