Agenda packet — Livermore City Council, January 10, 2022 (part 3 of 5)

reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

8. Transfer and Encumbrance.

8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the Grant Agreement or this Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Services Project, or the improvements located on the Property, without the prior written consent of the City, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the term of this Agreement, except as expressly permitted by this Agreement or the Grant Agreement, Owner shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision.

8.2 Permitted Transfers. Notwithstanding any contrary provision of the City Documents, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to the Grant Agreement; (iii) the lease of non-residential space to non-profit services agencies for use in accordance with this Agreement; (iv) the lease of the commercial kitchen; and (v) assignments creating security interests for the purpose of financing the acquisition, construction, or permanent financing of the Project or the Property in accordance with the Grant Agreement, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest.

8.3 Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 8.3 shall not apply to Transfers described in clauses (i), (ii), and (iii) of Section 8.2.) (i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement. (ii) The Owner and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and

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obligations of the Owner under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Owner arising prior to the effective date of the Transfer (unless Owner expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Owner’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within forty-five (45) days following City’s receipt of written request by Owner, the proposed Transfer shall be deemed approved.

8.4 Effect of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer of the Property or the Project shall be deemed to relieve the Owner or any other party from any obligation under this Agreement. It shall entitle City to pursue remedies including without limitation, termination of the Grant Agreement and/or return of Grant Funds if without the prior written approval of the City, Owner assigns or Transfers this Agreement, the Improvements, or the Property in violation of Section 8. This Section 8.4 shall not apply to Transfers described in clauses (i), (ii), (iii), and (iv) of Section 8.2.

8.5 Recovery of City Costs. Owner shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) days following City’s delivery to Owner of an invoice detailing such costs.

8.6 Encumbrances. Owner agrees to use good faith commercially reasonable efforts to ensure that all deeds of trust or other security instruments and any applicable subordination agreement recorded against the Property, the Project or part thereof for the benefit of a lender other than City (“Third-Party Lender”) shall contain each of the following provisions: (i) Third-Party Lender shall use its best efforts to provide to City a copy of any notice of default issued to Owner concurrently with provision of such notice to Owner; (ii) City shall have the reasonable right, but not the obligation, to cure any default by Owner within the same period of time provided to Owner for such cure extended by an additional ninety (90) days; (iii) provided that City has cured any default under Third-Party Lender’s deed of trust and other loan documents, City shall have the right to terminate the grant award and demand return of Services Project funds as described in Section 12 of the Grant Agreement; and (iv) City shall have the right to transfer the Project without acceleration of Third-Party Lender’s debt to a nonprofit corporation or other entity which shall own and operate the Services Project as a facility providing social and housing services to low-income individuals and low-income Livermore residents subject to the prior written consent of the Third-Party Lender. Owner agrees to provide to City a copy of any notice of default Owner receives from any Third-Party Lender within five (5) business days following Owner’s receipt thereof.

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8.7 Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Project or the Property, and the purchaser at any trustee’s sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Agreement from and after such trustee’s sale or foreclosure sale. Promptly upon determining that a violation of this Agreement has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Project or the Property that such violation has occurred.

9. Default and Remedies.

9.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):
(i) The occurrence of a Transfer in violation of Section 8 hereof; (ii) Owner’s failure to maintain insurance on the Property and the Project as required hereunder, and the failure of Owner to cure such default within five (5) days; (iii) Subject to Owner’s right to contest the following charges, Owner’s failure to pay taxes or assessments due on the Property or the Project or failure to pay any other charge that may result in a lien on the Property or the Project, and Owner’s failure to cure such default within twenty (20) days of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;
(iv) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(v) A breach arises under the Grant Agreement and remains uncured beyond the expiration of any applicable cure period;
(vi) Owner’s default in the performance of any term, provision or covenant under this Agreement (other than an obligation enumerated in this Section 9.1), and unless such provision specifies a shorter cure period for such default, the continuation of such default for ten (10) days in the event of a monetary default or thirty (30) days in the event of a non-monetary default following the date upon which City shall have given written notice of the default to Owner, or if the nature of any such non-monetary default is such that it cannot be cured within thirty (30) days, Owner’s failure to commence to cure the default within thirty (30) days and thereafter prosecute the curing of such default with due diligence and in good faith to completion provided that Owner’s due diligence and good faith shall be determined in the City’s reasonable discretion and shall be demonstrated through efforts reported to the City no less frequently than monthly following the notice of default, but in no event longer than 180 days from receipt of the notice of default..

9.2 Remedies. Upon the occurrence of an Event of Default and its continuation

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beyond any applicable cure period, City may proceed with any of the following remedies:
(i) Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; (ii) Wholly or partly suspend or terminate the current award and the return of Services Project funds as described in Section 12 of the Grant Agreement; (iii) Pursue any other remedy allowed under the City Documents or at law or in equity.

Each of the remedies provided herein is cumulative and not exclusive. The City may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement.

10. Indemnity. To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’s construction, management, or operation of the Property and the Services Project or any failure to perform any obligation as and when required by this Agreement. Owner’s indemnification obligations under this Section 10 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

10.1 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

10.1 shall apply to all provisions of this Agreement that pertain to Owner’s obligations to indemnify City and the other Indemnitees, including without limitation Section 10. In connection with each such provision, all of the following shall apply:

(a) City does not and shall not waive any rights against Owner that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Owner, of any of the insurance policies described in this Agreement.

(b) Owner’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) the accuracy or inaccuracy of any representation and warranty made by Owner under this Agreement or by Owner or any other party under any City Document; and (iv) the release of Owner or any other person, by City or by operation of law, from performance of any obligation under any City Document.

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11. Miscellaneous.

11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties.

11.2 No Waiver. Any waiver by City of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by City at any time to require strict performance by Owner of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

11.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

City : City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager

Owner: Tri Valley BMR LLC
c/o Housing Consortium of the East Bay
410 7
th Street, Suite 203
Oakland, CA 94607
Attention: Darin Lounds, Executive Director

11.5 11.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement.

11.5 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Owner and City shall not be

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construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this Agreement) or to any third party with respect to the Services Project. Owner and its employees are not employees of City but rather are, and shall always be considered independent contractors.

Furthermore, Owner and its employees shall at no time pretend to be or hold themselves out as employees or agents of City. Except as City may specify in writing, Owner shall not have any authority to act as an agent of City or to bind City to any obligation.

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

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

11.8 Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Livermore shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

11.9 Time is of the Essence. Time is of the essence in the performance of this Agreement.

11.10 Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California.

11.11 Attorneys' Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action.

11.12 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

11.13 Entire Agreement; Exhibits. This Agreement, together with the Grant Agreement, contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A through

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B, attached hereto are incorporated herein by this reference.

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

SIGNATURES ON FOLLOWING PAGE(S).

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19 IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above.

CITY:

CITY OF LIVERMORE, a California municipal corporation

By:_______________________________

Print Name:__Marc Roberts

Title:_City Manager

ATTEST:

By:__________________________

APPROVED AS TO FORM:

_____________________________
Assistant City Attorney

OWNER:

TRI VALLEY BMR, LLC a California limited liability company

By: Housing Consortium of the East Bay
a California nonprofit public benefit corporation,
its sole manager and member

By: _________________________
Darin Lounds
Executive Director

SIGNATURES MUST BE NOTARIZED.

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20 ACKNOWLEDGMENT

State of California )
) ss
County of _ __________ )

On , before me, ___________, Notary Public_______________, (Name of Notary)

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

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

WITNESS my hand and official seal.

(Notary Signature)

A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

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21 ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

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

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

WITNESS my hand and official seal.

(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

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22 Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY

(Legal Description Attached)

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ORDER NO. : 1117018101
The land referred to is situated in the County of Alameda, City of Livermore, State of California, and is described as follows:

All of Lots 3 and 4, the Southwestern 100 feet of Lots 2, 5 and 6, and the Western 50 feet of Lots 9 and 10, Block 26, Maps of the Northern Addition of the Town of Livermore, filed September 20, 1875, Map Book 2, Page 51, Alameda county Records and merged by Certificate of Compliance, described as follows:

Beginning at the Southwest corner of said Block 26; thence from said point of beginning North 20° 30' West, 250.00 feet; thence North 69° 30' East, 100.00 feet; thence South 20° 30' East,

50.00 feet; thence North 69° 30' East 100.00 feet; thence South 20° 30' East 100.00 feet; thence South 69° 30' West, 100.00 feet; thence South 20° 30' West, 100.00 feet to the point of beginning.

APN: 098-0240-001-17

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24 Exhibit B
Insurance ReTuirements

(Insurance ReTuirements Attached)

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EXHIBIT B
Scope of Work

Project Description:

The redevelopment, as approved by Livermore Planning Commission Resolution 20- 45, of the approximately 0.8-acre site located at 460 North Livermore Avenue in with two new buildings containing:
x Housing Resource Center: Approximately 6,355 square feet of new space that includes offices, meeting rooms, and a multi-purpose assembly space that will also serve as a dining space, as well as a laundry room and showers; and x Food Service Facility: a commercial kitchen operated by Open Heart Kitchen under a lease from Subrecipient, preparing hot and cold meals for low- income individuals and people experiencing or at risk of experiencing homelessness, served on-site as well as off-site.

Development Schedule:

Task/Milestone Target Date
Obtain Entitlements May 2020
Financing Commitments 1/31/2022
Submit Final Financing Plan to the City 1/31/2022
Close of Escrow – Construction Financing 3/31/2022
Commence Construction Within 90 days of close of escrow Complete Construction Within 24 months of construction
commencement

Eligible Costs:

Project can draw against all legal, architectural, construction, project management, and financing costs, as well as permit and utility hook up fees, furniture expenses, organizational developer fees, and engineering and design fees associated with building the Housing Resource Center and Food Service Facility as described in the Financing Plan attached as Exhibit B-1.

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Vineyard 11/1/21 Open Heart Kitchen Build-Out, Tenant Improvement Scenario: New Construction
Total Units 24 Source
NPLH Units 11 Donor 870,000
Percent Affordable 100% Dublin CDBG Equipment 330,000$
PBV 12 Total 1,200,000
DDA Yes
Land Value 10% 240,000$ Kitchen Build Out Cost 1,200,000 Improvements 90% 2,160,000$
Purchase Price 2,400,000$ Surplus (Gap)
Value Year 10 2,400,000$
per unit 100,000$

VINEYARD INITIAL FINANCING PLAN
Size 60% 25% 15% chk
Cost 70% 15% 15% Construction
SOURCES OF FUNDS Total Residential HRC Kitchen
Livermore Predevelopment 855,110$ 855,110$ 855,110$ 855,110$ Livermore Acquisition/Predevelopment 2,270,000$ 2,270,000$ 2,270,000$ 2,270,000$ Alameda County Supervisor's Funding 1,500,000$ 1,500,000$ 1,500,000$ 1,500,000$ City of Livermore Human Services Facility Fee 1,620,135$ 1,171,327$ 448,808$ 1,620,135$ 1,620,135$ Private Donor non OHK 1,130,000$ 800,000$ 330,000$ 1,130,000$ 1,130,000$ Dublin CDBG extra $300,000 300,000$ 300,000$ 300,000$ 300,000$ HCD NPLH 49% of Units 2,484,536$ 2,484,536$ 2,484,536$ Alameda County Measure 1A ($125K retention) 6,197,490$ 6,197,490$ 6,072,490$ 6,197,490$ City of Livermore HTF 3,640,522$ 2,575,529$ 1,064,993$ 3,640,522$ 3,640,522$ Pleasanton CDBG 214,012$ 214,012$ 214,012$ 214,012$ HCD NPLH COSR 1,985,412$ 1,985,412$ 1,985,412$
TOTAL SOURCES 22,197,217$ 16,368,077$ 3,036,320$ 2,792,820$ 17,602,269$ 22,197,217$ Surplus (Gap) (0)$ (0)$ 0$ 0$ 0$
Estimated Construction Loan 1,810,032$ 16,368,077 3,036,320 2,792,820 1,810,032$ 22,197,217$ City of Livermore Total 9,885,767$ (0)$ 0$ (0)$ (0)$ (0)$ Construction
Basis Costs Period Costs

ACQUISITION
Land 10% 240,000$ 144,000 60,000 36,000 240,000
Off Site Improvements and demolition 90% 2,160,000$ 1,296,000 540,000 324,000 0 2,160,000 Legal/Broker Fees/title/holding costs 35,000$ 21,000 8,750 5,250 0 30,000 Existing Improvements Value
Total Acquisition Cost 2,435,000$ 1,461,000$ 608,750$ 365,250$ 0 2,430,000

REHABILITATION
Kitchen Build Out (separate budget) -$ 0
Design/Market Escalation 0% -$ 0 0 0
Housing Midstate Escalation 100,000$ 70,000 15,000 15,000 0 Midstate Estimate 12,614,260$ 8,829,982 1,892,139 1,892,139 12,614,260 General Requirements 0
Prevailing Wages 0

ARCHITECTURAL FEES
Schematic 6% 234,490$ 164,143 35,174 35,174 220,000 DD-CA 867,750$ 607,425 130,163 130,163 10,000
Total Architectural Costs 5% 1,102,240$ 771,568 165,336 165,336 230,000 1,102,240 Survey/Engineering/Special Insp 100,000$ 70,000 15,000 15,000 30,000 100,000 CONSTR. INTEREST & FEES 0 0 0
Const. Loan Interest 70,000$ 49,000 10,500 10,500 0 70,000 County 1% fee 0 0 0 0 0
Origination Fee @ 1% 2% 21,000$ 14,700 3,150 3,150 0 21,000 Bank const inspections, other costs 25,000$ 17,500 3,750 3,750 22,500 25,000 Taxes 0 0 0
Builder's Risk 100,000$ 70,000 15,000 15,000 0 100,000 Title and Recording 30,000$ 30,000 0 30,000
Total Construction Interest and Fees 246,000 181,200 32,400 32,400 22,500 246,000

PERMANENT FINANCING
County/City Fees 35,000$ 35,000
(Blank) -$
Total Permanent Financing Costs 35,000$ 35,000$ -$ -$ 35,000

LEGAL FEES
Sponsor Legal 75,000$ 75,000 0
Blank -$
Lender Legal 50,000 50,000
Total Attorney Costs 75,000$ 75,000$ -$ -$ 50,000 75,000

RESERVES
Capitalized RR 2,000 48,000$ 48,000
Operating Reserve 75,000$ 75,000
NPLH HCD Transition Reserve 171,504$ 171,504
Operating Reserves (COSR from NPLH) 1,985,412$ 1,985,412 Total Reserve Costs 2,279,916 2,279,916 0 0
&9)*#*5#%&7&-01.&/5#6%(&5

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Total Appraisal Costs 7,000 7,000 12,000 7,000
Total Construction Contingency Costs 8.25% 1,040,676$ 728,474 156,101 156,101 1,040,676 1,040,676 OTHER
Property Tax & Maintenance & Insurance 100,000$ 100,000 100,000 Geotech 18,000$ 18,000 0 18,000
Development Consulting/CM 120,000$ 120,000 50,000 120,000 City Permit Fees/Impact Fees per 2_5_21 -$ 613,000$ 429,100 91,950 91,950 0 613,000 SWPP & Joint Trench 12,000$ 12,000 10,000 12,000
Soft Cost Contingency 207,625$ 145,338 31,144 31,144 250,000 207,625 ACM/Lead/Phase 1 6,500$ 6,500 0 6,500
Blank -$ 0 0 0 0
Blank -$ 0 0 0 0
Blank -$ 0 0 0 0
Utility Hook Ups PG&E, Water, Sewer 190,000$ 133,000 28,500 28,500 0 190,000 Furniture and Furniture Design 245,000$ 245,000 0 245,000 Total Other Costs 1,512,125 1,208,938 151,594 151,594 310,000 1,512,125 Total Project Cost 21,547,217 15,718,077 3,036,320 2,792,820 14,309,436 19,262,301

DEVELOPER COSTS
Developer Overhead/Profit -$
Consultant/Processing Agent -$ 0 0
Blank
Sponsor 3.0% 650,000$ 650,000 650,000 150,000
Sponsor at Risk -$
Total Developer Costs 650,000 650,000 0 0 650,000 150,000 TOTAL PROJECT COST 22,197,217 16,368,077 3,036,320 2,792,820 14,959,436 19,412,301 Syndication Costs
Legal - Syndication
Accountant (Cost Cert)
Consultant - Syndication (+$10k in costs of issuance)
Total Syndication Costs
TOTAL PROJECT COSTS INCL. SYNDICATION 22,197,217 16,368,077 3,036,320 2,792,820 14,959,436 19,412,301 per unit 924,884$ 682,003$ 100% 17,602,269
Construction Loan Amount 14,959,436 1,810,032
Vineyard Conversion
Sources
HCD NPLH 49% of Units 2,484,536$
Alameda County Measure 1A ($125K retention) 125,000$
Total 2,609,536$
Uses
Construction Lender Pay Down 1,815,032$
Capitalized RR 48,000$
Operating Reserve 75,000$
Developer Fee 500,000$
Total 2,438,032$
171,504$

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Revised 2/21/17 B27 - Loan Agreement

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EXHIBIT C

INSURANCE REQUIREMENTS
Minimum Scope and Limits of Insurance
Developer/Contractor shall maintain limits no less than:

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$3,000,000 per occurrence/$6,000,000 aggregate for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Builders’ Risk (also known as Course of Construction). Limit should be the same as total contract costs, including soft costs and business interruption.

The City of Livermore shall be endorsed as Loss Payee.

3. Automobile Liability:
$1,000,000 per accident for bodily injury and property damage.

4. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. A waiver of subrogation is required for Workers’ Compensation insurance. If Developer/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability”.

5. Property. Developer is required to obtain and maintain property insurance coverage to cover full replacement value, to include improvements, and shall be written on an All Risk basis with a maximum deductible of $1,000 per property. The Property Insurance policy will also include a provision that protects the location and the City’s interest if the Property is vacant and/or unoccupied for more than thirty (30) days. Developer’s policy must also include a business interruption provision to cover loan payments for twelve (12) to twenty-four (24) months if the property is damaged and cannot be sold or occupied. Additionally, the City must also be named as a Loss Payee by endorsement such as 438 BFU NS or similar.

Deductibles and Self-Insured Retention
All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or the City of Livermore. The City of Livermore reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII and accepted to do business in the State of California, unless otherwise acceptable to the City of Livermore.

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Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Developer/Contractor; or automobiles owned, leased, hired, or borrowed by the Developer/Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

2. The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. The additional insured coverage under the Developer’s/Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as ISO Form CG 20 10 04 13.

Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

3. Any failure to comply with reporting or other provisions of the policy, including breaches of warranties, shall not affect coverage provided to the City of Livermore, its officers, officials, employees, or volunteers.

4. The Developer’s/Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party before expiration of the policy unless notice is delivered in accordance with policy provisions.

6. It shall be a requirement under this agreement that any available insurance proceeds broader than, or in excess of, the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater.

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage
Developer/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Livermore
1052 S Livermore Avenue
Livermore, CA 94550
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

ERVICES FACILITY REGULATORY AGREEMENT
AND

DECLARATION OF RESTRICTIVE COVENANTS
by and between

THE CITY OF LIVERMORE
and

TRI VALLEY BMR, LLC
_____________, 2021

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This Services Facility Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into effective as of _________, 2021 (“Effective Date”) by and between the City of Livermore, a municipal corporation (“City”) and Tri Valley BMR, LLC, a California limited liability company (“Owner”). The City and the Owner are collectively referred to herein as the “Parties.”

R E C I T A L S
A. Owner owns the real property located in the City of Livermore, Alameda County, California, at 460 North Livermore Avenue, known as Alameda County Assessor Parcel No. 098-0240-001-17, and more particularly described in Exhibit A attached hereto (the “Property”).

B. The Property will be developed by the Owner for a project that will provide services and affordable housing units to serve households experiencing or at risk of experiencing homelessness in Livermore (the "Project"). The Project will consist of three new buildings containing 23 apartments for extremely low-income households, an onsite manager’s apartment, a resource center for the neighborhood and individuals who are homeless, and a commercial food service kitchen and assembly space. .

C. City and Owner have entered into an unrecorded Social and Human Service Facility Fee Grant Agreement (the “Grant Agreement”), dated as of ___________, pursuant to which the City agreed to provide a grant utilizing a portion of the City of Livermore Social and Human Service Facility Fee to Owner in the amount of One Million Six Hundred Twenty Thousand One Hundred Thirty Five Dollars ($1,620,135) (the “Grant”) to develop, own, and operate or lease on the Property, a resource center including a multi-purpose assembly space that will also serve as a dining space, and a food services facility with a commercial kitchen, each serving low- income individuals and people experiencing or at risk of experiencing homelessness (the “Services Project”).

D. City and Owner have entered into an unrecorded agreement, dated as of __________, engaging the Owner to assist City in utilizing $1,500,000 in Alameda County Non-Housing Residual Property Taxes (Boomerang Funds) awarded by the Alameda County Board of Supervisors to support the Project.

E. The purpose of this Agreement is to regulate and restrict the Services project for the benefit of low-income individuals and people experiencing homelessness or are at risk of experiencing homelessness and as a social and human services facility for community care consistent with section 12.70.060 of the Livermore Municipal Code and set forth the use and maintenance of the resource center and food services facility. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner’s successors and assigns for the full term of this Agreement.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

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1.1 Definitions; Exhibits. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits. “City’s Authorized Representative” means the City Manager of the City of Livermore or his/her designee.
“City Documents” means collectively this Agreement and the Grant Agreement. “Claims ” is defined in Section 10.
“Grant” is defined in Recital C.
“Grant Agreement” is defined in Recital C.
“Food Services Facility” is defined as a commercial kitchen located on the Property and serving low-income individuals and people experiencing homelessness. “Indemnitees” is defined in Section 10.
“Management Plan” is defined in Section 6.2.
“Project” is defined in Recital B.
“Resource Center” is defined as space on the Property serving low-income individuals and people experiencing homelessness through programs including but not limited to housing referral and counseling services and basic needs, and including offices, meeting rooms, and a multi-purpose assembly space that will also serve as a dining space. “Services Project” is defined in Recital C.
“Tenant” is defined as organizations leasing space in the Services Project to provide services and/or programs to low-income individuals and people experiencing homelessness. “User” is defined as an organization utilizing space (other than under a lease) in the Services Project to provide services and/or programs to low-income individuals and people experiencing homelessness.

1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A Legal Description of Property
B Insurance Requirements

2. Use Restrictions. Owner hereby covenants and agrees, for itself and its successors and assigns, that pursuant to this Agreement the Property shall be used solely for the development and operation of the Project, including the Services Project. The Services Project shall be developed and operated in compliance with the Grant Agreement, and the requirements set forth herein. Owner represents and warrants that it has not entered into any agreement that would

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restrict or compromise its ability to comply with the restrictions set forth in this Agreement, and Owner covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City.

2.1 Non-Discrimination. Owner shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Owner covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Owner or any person claiming under or through Owner 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, of, or for the Property or part thereof.

Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith.

All deeds, leases, and contracts pertaining to management of the Services Project, made or entered into by Owner, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language:

(a) (1) In Deeds, the following language shall appear:

“Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.”

(b) (1) In Leases, the following language shall appear:

“The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use,

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occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.”

(c) In Contracts pertaining to management of the Services Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear:

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

2.2 Restrictions on religious activities. Organizations providing services on the Property shall not discriminate against a beneficiary or prospective beneficiary on the basis of religion, religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. If an organization using the Property engages in explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), the explicitly religious activities must be offered separately, in time or location, from the programs or activities offered on the Project and participation must be voluntary for the beneficiaries of the Services Project programs or activities. Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith.

2.3 Disabled Persons Occupancy.
a) Owner shall cause the Services Project to be operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements including, but not limited to the applicable provisions of: (i) the Unruh Act, (ii) the California Fair Employment and Housing Act, (iii) Section 504 of the Rehabilitation Act of 1973, (iv) the United States Fair Housing Act, as amended, (v) the Americans With Disabilities Act of 1990, and (vi) Chapters 11A and 11B of Title 24 of the California Code of Regulations, which relate to disabled persons access (collectively, the "Accessibility Requirements"). b) Owner shall indemnify, protect, hold harmless and defend (with counsel reasonably satisfactory to the City) the City, and its board members, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of Owner's

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failure to comply with the Accessibility Requirements. This obligation to indemnify survives termination of this Agreement, repayment of the City Loans and the reconveyance of the Deeds of Trust.

3. Reporting Requirements; Access to Information; Inspections.

3.1 Annual Report; Inspections. Following completion of construction of the Services Project, by not later than March 1 of each year during the term of this Agreement, Owner shall submit an annual report (“Annual Report”) to the City in form satisfactory to City, together with a certification that the Services Project is in compliance with the requirements of this Agreement. Notwithstanding the Annual report requirements, Owner shall submit to the City an initial lease up report containing the Tenant and User information described in this section. The Annual Report shall, at a minimum, include the following information for the Services Project: (i) total number of Tenants and Users; (ii) name of each Tenant and User; and (iii) total number of clients served by Tenants and Users of the resource center and food services facility, disaggregated by service type, income category, gender, race and ethnicity, and housing status.

Owner shall include with the Annual Report, a copy of each new or amended commercial lease entered into during the reporting period and such additional information as City may reasonably request from time to time in order to demonstrate compliance with this Agreement.

The Annual Report shall conform to the format approved by City.

The Annual Report shall conform to the format requested by City. In addition to the information described above, the Annual Report shall include the following:
(i) A Services Project income and expense statement for the reporting period;

(ii) Proposed annual budget for the next fiscal year which sets forth Owner’s estimate of operating income, operating expenses and debt service for the year, amounts payable to reserves and proposed rent adjustments;

(iii) A report on maintenance and other issues anticipated to affect the current budget needs of the Services Project and the amount expected to be needed for major repairs or other needs during the new fiscal year;

(iv) A financial audit of the books and records of the Services Project prepared in accordance with generally accepted auditing standards by an independent certified public accountant. City may require the audit to be accompanied by a supplemental report prepared in accordance with City’s requirements.

(v) City may, from time-to-time request additional or different information, and Owner shall promptly supply such information in the reports required hereunder.

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3.2. Maintenance of Records.

3.2.1 Owner shall maintain all records regarding the construction of the Services Project for five (5) years after final payment and all other pending matters are closed. Owner shall also maintain tenant leases and other matters related to the leasing and use of the Services Project for a period of five (5) years after the final date of occupancy by the tenant. 3.2.2 Shall maintain all records supporting the information reported in Annual Reports for a period of five (5) years after the Annual Report submission.

3.2.2 Shall maintain all records supporting the information reported in Annual Reports for a period of five (5) years after the Annual Report submission.

3.2.3 Records must be kept accurate and up to date. City shall notify Owner of any records it deems insufficient. Owner shall have thirty (30) calendar days from such notice to correct any specified deficiency in the records, or, if more than thirty (30) days shall be reasonably necessary to correct the deficiency, Owner shall begin to correct the deficiency within thirty (30) days and diligently pursue the correction of the deficiency as soon as reasonably possible.

3.3 Access to Records; Inspections.

3.3.1 Owner shall provide City and its authorized agents and representatives access to any books, documents, papers and records of the Services Project for the purpose of making audits, examinations, excerpts and transcriptions.

3.3.2 With 48-hours’ notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to and the right to examine the Services Project and the Property and to interview Tenants, Users, and employees of the Services Project, for the purpose of verifying compliance with applicable regulations and compliance with the conditions of this Agreement and the other City Documents.

4. Term of Agreement.

4.1 Term of Restrictions. This Agreement shall remain in effect until the fifty-fifth (55th) anniversary of the City’s issuance of a final certificate of occupancy for the Project.

4.2 Effectiveness Succeeds Conveyance of Property and Repayment of Loan. This Agreement shall remain effective and fully binding for the full term hereof regardless of (i) any sale, assignment, transfer, or conveyance of the Project or Owner’s fee interest in the Property, or any part thereof or interest therein.

4.3 Reconveyance. Upon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Agreement upon the expiration of the term.

5. Binding Upon Successors; Covenants to Run with the Land. Owner hereby subjects

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its interest in the Property and the Project to the covenants and restrictions set forth in this Agreement. The City and Owner hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Owner and City, regardless of any sale, assignment, conveyance or transfer of the Property, the Project or any part thereof or interest therein. Any successor-in-interest to Owner, including without limitation any purchaser, transferee or lessee of the Property or the Project (other than the tenants of the individual dwelling units within the Project) shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and every contract, deed, ground lease or other instrument affecting or conveying the Property or the Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. If any such contract, deed, ground lease or other instrument has been executed prior to the date hereof, Owner hereby covenants to obtain and deliver to City an instrument in recordable form signed by the parties to such contract, deed, ground lease or other instrument pursuant to which such parties acknowledge and accept this Agreement and agree to be bound hereby. Owner agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Property and the Project in favor of City.

6. Property Management; Repair and Maintenance; Marketing.

6.1 Management Responsibilities. Owner shall be responsible for all management functions with respect to the Property and the Services Project, including without limitation the selection of Tenants and Users, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. City shall have no responsibility for management or maintenance of the Property or the Services Project.

6.2 Management Plan and Operating Budget

6.2.1 Owner shall submit its written management policies with respect to the Services Project (the “Management Plan”) to the City for its review and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Agreement. The Management Plan shall minimally include the following:
a)A parking management plan which details, among other things, how parking sp aces wil be allocated assigned, and how parking will be managed to encourage Te nants, Users, services providers and guests to use parking in accordance with the plan;
b)Procedures for maintenance and management of the Services Project; c)Procedures for dealing with tenant or neighborhood issues or concerns;

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d)Procedures for maintaining a reserve account, budgeting for maintenance and re pair needs as well as long term rehabilitation needs, determining rents, and handling net cash flow; and
e) Description of services to be provided at the Services Project and staffing levels
f) Procedures for selecting Services Project Tenants and Users g)Such other requirements and criteria/procedures as City may determine appropriate.

Any revisions to the Management Plan shall be subject to the City's review and approval and the process for timing and review of such revisions shall be subject to the process identified in Section 6.8.

6.2.2 No later than four (4) months prior to the date construction of the Project is projected to be complete, Owner shall submit to the City for the City’s review and approval the proposed operating budget for the Services Project which sets forth Owner’s estimate of operating income, operating expenses and debt service for the project, and amounts payable to reserves.

6.3 Management Entity and Replacement of Management Agent. City shall have the right to review and approve the qualifications of the management entity proposed by Owner for the Services Project, and shall have the right to review and approve any agreement executed between Owner and the management entity, which approval shall not be unreasonably withheld. The contracting of management services to a management entity shall not relieve Owner of its primary responsibility for proper performance of management duties. City hereby approves Housing Consortium of the East Bay, a California nonprofit public benefit corporation, as the initial management entity for the Services Project. Any subsequent management entity shall be subject to City review and approval, which shall not be unreasonably withheld or delayed. Upon City determination and delivery of written notice to Owner that Owner has failed to operate the Services Project in accordance with this Agreement, subject to any applicable cure period and the approval of the Services Project lenders and equity investors, City may require Owner to contract with a qualified management agent selected by City and approved by the Services Project lender, to operate the Services Project, or to make such other arrangements as City deems necessary to ensure performance of the required functions. An on-site property management representative shall be available to address issues and to serve as the point of contact for Tenants and the public during regular business hours at the Services Project.

6.4 Resource Center Staffing: In addition to the on-site property management representative, a representative of the management entity is required to work on the Property and serve as the point of contact for clients, Users, and Tenants of the Services Project during business hours at the Services Project. This representative may be employed by the management entity or a non-profit organization providing services on the Property.

6.5 Repair, Maintenance and Security. Throughout the term of this Agreement, Owner shall at its own expense, maintain the Property and the Services Project in good physical

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condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations.

Without limiting the foregoing, Owner agrees to maintain the Services Project and the Property (including without limitation, the food services facility, resource center, common areas, meeting rooms, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Services Project. Owner shall prevent and/or rectify any physical deterioration of the Property and the Services Project and shall make all repairs, renewals and replacements necessary to keep the Property and the improvements located thereon in good condition and repair. Owner shall provide adequate security measures for the Services Project, including without limitation, the installation of adequate lighting and deadbolt locks.

6.5.1 Additional Requirements. All construction work and professional services for the Services Project shall be performed by persons or entities licensed or otherwise authorized to perform the applicable work or service in the State of California and shall have a current City of Livermore business license if required under local law. Owner shall ensure that all work for compensation is taken in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Owner’s Contractor shall comply with all prevailing wage laws, such as sections 1773,1773.8,1775,1776.1777.5,1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with the Agreement is deemed to have occurred by any court or administrative authority, Owner shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement. To the extent allowed by state and federal laws, Owner shall limit the installation of satellite dish, antenna and other such equipment to screened locations on the Property as approved by the City. Owner shall diligently work to resolve complaints related to noise, parking, litter or other neighborhood concerns.

6.6 City’s Right to Perform Maintenance. In the event that Owner breaches any of the covenants contained in Section 6.3, and such default continues for a period of ten (10) days after written notice from City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from City (with respect to landscaping, building improvements and general maintenance), then City, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas on the Property. All costs expended by City in connection with the foregoing, shall be paid by Owner to City upon demand. All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor shall bear interest at the lesser of 10% per annum or the highest rate permitted by applicable law.

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6.7 Approval of Leases.

6.7.1 No later than four (4) months prior to the date construction of the Project is projected to be complete, Owner shall submit to the City Owner’s proposed forms of commercial lease agreement and facility use agreement for the City's review and approval. The form of lease must comply with all requirements of the City Documents and must include including the non-discrimination requirements described in Section 2.2 of this Agreement.

6.7.2 No later than thirty (30) days prior to entering into a commercial lease agreement, Owner shall submit to the City the proposed tenant and use of the space for the City’s review and approval.

6.8 Approval of Amendments. If City has not responded to any submission of the Management Plan, the proposed management entity, the proposed management agreement, proposed forms of commercial lease and facility use agreements, a proposed amendment to the Management Plan, or change to any of the foregoing to the City’s Authorized Representative within sixty (60) days following City’s receipt of such plan, proposal, agreement or amendment, the plan, proposal, agreement, or amendment shall be deemed approved by City.

6.9 Fees, Taxes, and Other Levies. Owner shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Property or the Services Project, including without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. However, Owner shall not be required to pay any such charge so long as (a) Owner is contesting such charge in good faith and by appropriate proceedings, (b) Owner maintains reserves adequate to pay any contested liabilities, and (c) on final determination of the proceeding or contest, Owner immediately pays or discharges any decision or judgment rendered against it, together with all costs, charges and interest. The foregoing is not intended to impair Owner’s ability to apply for any applicable exemption from property taxes or other assessments and fees.

6.10 Insurance Coverage. Throughout the term of this Agreement Owner shall comply with the insurance requirements set forth in Exhibit B, and shall, at Owner’s expense, maintain in full force and effect insurance coverage as specified in Exhibit B.

6.11 Property Damage or Destruction. If any part of the Services Project is damaged or destroyed, Owner shall repair or restore the same, consistent with the requirements set forth in this Agreement. Such work shall be commenced as soon as reasonably practicable after the damage or loss occurs and shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible.

7. Recordation; Subordination. This Agreement shall be recorded in the Official Records of Alameda County. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement to deeds of trust provided for the benefit of lenders identified in the financing plan submitted to City for the Project, as such plan may be updated with City approval, provided that the instruments effecting such subordination include

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reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

8. Transfer and Encumbrance.

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9. Default and Remedies.

9.2 Remedies. Upon the occurrence of an Event of Default and its continuation

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10.1 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

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11. Miscellaneous.

11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties.

City : City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager

Owner: Tri Valley BMR LLC
c/o Housing Consortium of the East Bay
410 7
th Street, Suite 203
Oakland, CA 94607
Attention: Darin Lounds, Executive Director

11.5 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Owner and City shall not be

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11.9 Time is of the Essence. Time is of the essence in the performance of this Agreement.

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B, attached hereto are incorporated herein by this reference.

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

SIGNATURES ON FOLLOWING PAGE(S).

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19 IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above.

CITY:

CITY OF LIVERMORE, a California municipal corporation

By:_______________________________

Print Name:__Marc Roberts

Title:_City Manager

ATTEST:

By:__________________________

APPROVED AS TO FORM:

_____________________________
Assistant City Attorney

OWNER:

TRI VALLEY BMR, LLC a California limited liability company

By: Housing Consortium of the East Bay
a California nonprofit public benefit corporation,
its sole manager and member

By: _________________________
Darin Lounds
Executive Director

SIGNATURES MUST BE NOTARIZED.

EXHIBIT D
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20 ACKNOWLEDGMENT

State of California )
) ss
County of _ __________ )

On , before me, ___________, Notary Public_______________, (Name of Notary)

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

WITNESS my hand and official seal.

(Notary Signature)

EXHIBIT D
343

21 ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

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

WITNESS my hand and official seal.

EXHIBIT D
344

22 Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY

(Legal Description Attached)

EXHIBIT D
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ORDER NO. : 1117018101
The land referred to is situated in the County of Alameda, City of Livermore, State of California, and is described as follows:

Beginning at the Southwest corner of said Block 26; thence from said point of beginning North 20° 30' West, 250.00 feet; thence North 69° 30' East, 100.00 feet; thence South 20° 30' East,

50.00 feet; thence North 69° 30' East 100.00 feet; thence South 20° 30' East 100.00 feet; thence South 69° 30' West, 100.00 feet; thence South 20° 30' West, 100.00 feet to the point of beginning.

APN: 098-0240-001-17

EXHIBIT D
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24 Exhibit B
Insurance Requirements

(Insurance Requirements Attached)

EXHIBIT D
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Revised 2/21/17 B27 - Loan Agreement

Page 1 ends

EXHIBIT B

INSURANCE REQUIREMENTS
Minimum Scope and Limits of Insurance
Developer/Contractor shall maintain limits no less than:

2. Builders’ Risk (also known as Course of Construction). Limit should be the same as total contract costs, including soft costs and business interruption.

The City of Livermore shall be endorsed as Loss Payee.

3. Automobile Liability:
$1,000,000 per accident for bodily injury and property damage.

4. Workers’ Compensation and Employer's Liability:

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Revised 2/21/17 B27 - Loan Agreement

Page 2 ends

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

4. The Developer’s/Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

EXHIBIT D
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EXHIBIT E

CC Contract No. 22-009

350

EXHIBIT E

CC Contract No. 22-009

351

EXHIBIT E

CC Contract No. 22-009

352

EXHIBIT E

CC Contract No. 22-009

353

EXHIBIT E

CC Contract No. 22-009

354

EXHIBIT E

CC Contract No. 22-009

355

EXHIBIT E

CC Contract No. 22-009

356

EXHIBIT E

CC Contract No. 22-009

357

EXHIBIT E

CC Contract No. 22-009

358

EXHIBIT E

CC Contract No. 22-009

359

EXHIBIT E

CC Contract No. 22-009

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EXHIBIT E

CC Contract No. 22-009

361

EXHIBIT E

CC Contract No. 22-009

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EXHIBIT E

CC Contract No. 22-009

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EXHIBIT E

CC Contract No. 22-009

364

EXHIBIT E

CC Contract No. 22-009

365

EXHIBIT F
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RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

FisherBroyles, LLP
3777 Long Beach Blvd. Suite 280
Long Beach, CA 90807
THIS SPACE FOR RECORDER’S USE ONLY

FORM OF SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY

INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER INSTRUMENT.

This Subordination Agreement (“Agreement”) is entered into as of ______1, 2021 by and among TRI VALLEY BMR, LLC , a California limited liability company (“Borrower”), the COUNTY OF ALAMEDA, a political subdivision of the State of California (the “County”), the CITY OF LIVERMORE, a municipal corporation (the “City and together with the County, the “Junior Lender”), and JPMORGAN CHASE BANK, N.A. , a national banking association (“Chase”). The parties to this Agreement are referred to as the “Parties.” Chase, the County and the City are referred to as the “Lenders.”

RECITALS
A. Substantially concurrently herewith, Borrower is obtaining from Chase a loan (“Chase Loan”) evidenced by certain Promissory Note dated as of __, 2021 in the amount of $_____ (the “Note”). The Chase Loan is secured by a Construction Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the “Chase Deed of Trust”) for the benefit of Chase, to secure the Note. The Chase Deed of Trust encumbers, among other things, the real property more particularly described in Exhibit A attached to this Agreement (the “Land”) and is to be recorded concurrently herewith in the Official Records of Alameda County, California (the “Official Records”). The Land, together with all improvements now or hereafter located on the Land and all fixtures and personal property located on the Land and encumbered by any of the Recorded Items (as defined below) are referred to, collectively, as the “Property.” 366

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B. Substantially concurrently herewith, Borrower is obtaining from City a loan (the “City Loan”) pursuant to that certain Affordable Housing Loan Agreement executed by the City and the Borrower, dated as of _______ (the “City Loan Agreement”), evidenced by a promissory note from the Sponsor to the City in the amount of $3,619,018 dated ___, 2021 and a promissory note from the Borrower to the City in the amount of $855,110 (collectively, the “City Note”), and secured by a Deed of Trust and Assignment of Rents (the “City Deed of Trust”) executed by Borrower, dated as of __, 2021. In connection with the City Loan, Borrower and the City also executed a First Amended and Restated Affordable Housing Regulatory Agreement dated as of ________, 2021, (the “City Housing Regulatory Agreement”) and a Commercial Regulatory Agreement and Declaration of Restrictive Covenants dated as of _____, 2021 (“City Commercial Regulatory Agreement”, and together with the City Housing Regulatory Agreement, the “City Regulatory Agreement”, and together with the City Loan Agreement, the City Note, the City Deed of Trust, and any other documents executed in connection with the City Loan, the “City Loan Documents.

C. The County is making a loan to Borrower in the maximum principal amount of $_____ (the “County Loan”) pursuant to certain County Development Loan Agreement dated as of ________ 2021 by and between Borrower and the County to be recorded substantially concurrently herewith in the Official Records (the “County Loan Agreement”), evidenced by that certain promissory note dated as of _____, 2021 (the “County Note”) and secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing executed by Borrower for the benefit of the County (the “County Deed of Trust”). In connection with the County Loan, Borrower and the County are entering into that certain Regulatory Agreement and Declaration of Restrictive Covenants, dated as of ___, 2021 (the “County Regulatory Agreement” and together with the County Loan Agreement, the County Note, the County Deed of Trust, and any other documents executed in connection with the County Loan, the “County Loan Documents”).

D. The Chase Deed of Trust, the City Deed of Trust and the County Deed of Trust, shall be referred to collectively as the “Deeds of Trust,” and the City Regulatory Agreement and County Regulatory Agreements are referred to as the “Senior Restrictions” and the Chase Loan, the City Loan and the County Loan are referred to as “Loan” or “Loans.” E. The Chase Deed of Trust, a UCC – 1 Financing Statement, the City Regulatory Agreement, the City Deed of Trust, the County Regulatory Agreement, the County Deed of Trust, are referred to as the “Recorded Items.”
F. It is the intent of the Parties that the order of priority of the Recorded Items as liens on or charges against the Property be as follows:

1. City Housing Regulatory Agreement

2. County Regulatory Agreement

3. City Commercial Regulatory Agreement
367

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4. Chase Deed of Trust

5. Chase UCC-1 Financing Statement

6. City Deed of Trust

7. County Deed of Trust
G. It is a condition precedent to the respective obligations of each Party under the Recorded Items to which it is a party that such Recorded Item unconditionally be and remain at all times a lien or charge on the Property, having priority with respect to the other Recorded Items in the order set forth above, and that each Party specifically and unconditionally subordinate the lien or charge of each of the Recorded Items to which it is a party as necessary in order that the Recorded Items have the relative priority set forth above.

In consideration of the mutual benefits accruing to the Parties and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce each Party to enter the Recorded Items to which it is a party, the Parties agree as follows:

AGREEMENT

1. Priority and Subordination.
(a) Each Recorded Item, and any and all renewals and extensions thereof, shall unconditionally be and remain at all times a lien or charge on the Property, having the relative priority with respect to the other Recorded Items as set forth above. Each Party intentionally and unconditionally waives, relinquishes and subordinates the lien or charge of the Recorded Items to which it is a party in favor of the lien or charge upon the Property of the other Recorded Items to the extent necessary so that the Recorded Items shall have the relative priority set forth above. (b) Each Party acknowledges that it has been offered a satisfactory opportunity to review each of the Recorded Items and related documents to the extent that it wishes to review them. (c) Each Party acknowledges that its payment interests pursuant to the Deeds of Trust and any related documents shall have the relative priority with respect to payment interests pursuant to the other Deeds of Trust as set forth above. In addition, each Lender agrees that repayment of the indebtedness secured by each such Lender’s Deed of Trust is and shall be subordinated to repayment in full of the indebtedness secured by each Lender’s Deed of Trust in a superior lien position; provided, however, that all Lenders may accept regularly scheduled payments due under its loan documents so long as no default has occurred and is continuing under a more senior Lender’s loan documents. Each Lender agrees that from and after such time as it has received from a more senior Lender written notice that a default then exists under such Lender’s loan documents (which has not been expressly waived in writing by such Lender) or otherwise has actual knowledge of such a 368

EXHIBIT F
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default, the more junior Lender shall not accept payments under its Loan. If (i) the junior Lender receives any payment, property, or asset of any kind or in any form on account of such Lender’s Loan after a default under the more senior Loan of which such junior Lender has actual knowledge or has been given notice of, or (ii) such junior Lender receives, voluntarily or involuntarily, by operation of law or otherwise, any payment, property, or asset in or in connection with any bankruptcy proceeding, such payment, property, or asset will be received and held in trust for such senior Lender. Each junior Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets to such senior Lender to applied to such senior Lender’s Loan (d) Without the prior written consent of any Lender with a Deed of Trust senior to such Lender, no Lender shall not pursue any remedy including, without limitation, the acceleration and/or demand of all or any part of the obligations secured by such Lender’s loan documents, any foreclosure proceeding, exercise of power of sale, exercise of any rights as a secured party under the Uniform Commercial Code, any other public or private sale, acceptance of a tender of title to all or any portion of the Property in full or partial satisfaction of such junior Loan, obtaining of a receiver, obtaining of a restraining order, protective order or injunction, seeking of default interest, taking possession or control of all or any portion of the Property, applying any funds pledged to Junior Lender or to any other obligation, exercising of any right of setoff against Borrower, initiating or voluntarily participating in any action or proceeding against Borrower or any of Borrower’s assets, to enforce collection or payment of all or any portion of the obligations to such junior Lender or to enforce rights against all or any portion of the Property. Notwithstanding the foregoing, the Parties acknowledge and agree that this Section 1(e) shall not prohibit the Junior Lender from bringing a suit for specific performance, injunctive relief, or other action against Borrower to enforce the non- monetary provisions of the Senior Restrictions.
(e) The most senior Lender shall have all approval, consent and oversight rights in connection with any insurance claims relating to the Property, any decisions regarding the use of insurance proceeds after a casualty loss or condemnation awards, the hiring or firing of property managers, or otherwise related in any way to the Property, and Junior Lender shall have no right to object to any such action or approval taken by such Lender and shall consent thereto and be bound thereby.

2. Reliance. The Parties would not enter into the Recorded Items to which they are parties without this Agreement.

3. Recording. Each Party consents to the recording of each of the Recorded Items and this Agreement.

4. No Obligation. No Lender is under any obligation to any other Lender to, nor has any Lender represented that it will, see to the application of any proceeds of any loan secured by any 369

EXHIBIT F
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of the Recorded Items except as may otherwise be set forth in a written agreement (other than this Agreement) executed by the Lender sought to be charged with such an obligation.

5. Notice of Default; Opportunity to Cure.
(a) Each Party shall give each of the other Parties notice of default under each Recorded Item in favor of such Party prior to enforcing remedies for such default against Borrower or the Property and each of the other Parties shall have the right to cure such default at any time that Borrower would have a right to cure it.
(b) If, prior to a foreclosure sale under a Recorded Item, a Lender or an entity wholly owned by a Lender takes title to the Property and cures the default on that Recorded Item, the beneficiary of that Recorded Item will not exercise any right it may have to accelerate the indebtedness secured by that Recorded Item solely by reason of that transfer (or will accept reinstatement if acceleration has already occurred).
(c) In the event a Lender acquires title to the Property, that Lender shall have the right to assume and succeed to Borrower's obligations under that Recorded Item and the documents secured by that Recorded Item, under the terms and conditions existing prior to the default, upon compliance with the reasonable requirements of the Lender which is the beneficiary of that Recorded Item as to assumptions.

6. Certain Waivers. Without the consent of or notice to any other Lender, any Lender may enter into amendments of such Lender’s documents and obligations secured thereby in any manner, may release any or all persons or entities liable for any obligation secured by such documents, and may release any or all security for the obligations secured by such documents, all without affecting the subordination under this Agreement, provided that the consent of all Lenders shall be required for any amendments or modifications which (i) increase or decrease the amount of the Lender’s Loan (other than permitted protective advances), (ii) increase the interest rate charged by such Loan, or (ii) decrease the term of the Loan, which consent shall not be unreasonably withheld, delayed or conditioned. Any Lender may release any or all persons or entities liable for any obligation secured by the deed of trust in its favor and the documents secured thereby without the consent of or notice to any other Lender, all without affecting the subordination under this Agreement. Each Party waives any right to require marshaling of assets or to require a Lender to proceed against or exhaust any specific security for the obligations secured by any of such Lender’s Loan Documents, and waives any and all defenses arising out of the loss or impairment of any right of subrogation to the lien of any of such loan documents.

7. Conflicts between SeniorRestrictions. It is the intention of the parties that Borrower shall comply with the affordable housing covenants and agreements which impose the greatest 370

EXHIBIT F
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restriction on the Property to the extent such covenants and agreement remain an encumbrance on the Property, therefore if there is a conflict now or in the future between any of the Junior Restrictions and other regulatory agreements or affordable housing covenants or agreements binding on the Property, the more restrictive provisions in such agreements shall be followed by Borrower and Borrower shall not be in default of its obligations under such covenants and agreements if Borrower follows the more restrictive covenants or agreements.

8. Cash Flow Distribution. Borrower will allocate (i) __% of its residual receipts to make payments under the City Loan and (ii) ___% of its residual receipts to make payments under the City Loan and County Loan.

9. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the priority of the lien and charge of the Recorded Items against the Property and all prior understandings and agreements on that subject, if any, are superseded and replaced by this Agreement.
(b) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state where the Land is located. (c) Successors; Assignment. This Agreement is for the benefit of the Lenders and their respective successors and assigns, and any provision hereof may be waived or modified by agreement of Lenders without the consent of Borrower, and without affecting the priority of the liens and charges of the Recorded Items as provided in this Agreement. The heirs, administrators, assigns and successors-in-interest of the Parties shall be bound by this Agreement. This Agreement may be assigned by a Party only as a part of an assignment of such Party’s interest in the Property. (d) Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered, or two business days after deposit in the U.S. mail, postage prepaid, to the Parties at the addresses set forth below, or to such other place as a Party may from time to time designate for itself by notice to the other Parties. No successor or assign of a Party shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in accordance with this subsection.
(e) Amendment. This Agreement may be amended only by a writing signed by the Parties, but this clause shall not impair the validity of any further agreements among fewer than all of the Parties as among themselves.
371

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(f) Legal Costs . In the event of any litigation, arbitration or other legal proceeding in which any Party seeks to enforce its rights under this Agreement or to recover damages for the breach thereof, the prevailing Party or Parties shall be entitled to recover its legal costs and expenses, including but not limited to attorneys’ fees, from the non-prevailing Party or Parties, whether such costs and expenses are incurred in connection with trial court proceedings, on appeal, in bankruptcy or other insolvency proceedings, in post-judgment collection proceedings, or otherwise.
(g) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all Parties execute each counterpart.
(h) Completion of Recording Information. If this Agreement is signed without completion of certain recording information called for above, any Party or any escrow agent or title insurance company acting on the instructions of any Party is hereby authorized to insert such information prior to recording this Agreement.
(Remainder of page intentionally left blank)
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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN

THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

BORROWER:

TRI VALLEY BMR, LLC,
a California limited liability company
By: Housing Consortium of the East Bay, Inc.,
a California nonprofit public benefit corporation
Its Sole Member

By: _____________________________

Address:

Tri Valley BMR, LLC
410 7th Street
Oakland, CA 94607
373

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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN

THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

CHASE:

JPMORGAN CHASE BANK, N.A.
a national banking association
By:

James Vossoughi
Authorized Officer
Address:

JPMorgan Chase Bank, N.A.

Community Development Banking
560 Mission St, Suite 300
San Francisco, California 94105
Attention: James Vossoughi
With a copy to:

JPMorgan Chase Bank, N.A.
4 New York Plaza, 19th Floor
Mail Code: NY1-E092
Attn: CDRE Counsel
New York, NY 10004
374

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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN

THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

CITY:

CITY OF LIVERMORE,
a municipal corporation
By: __________________________________
Name: __________________________________
Its: __________________________________
Address:

City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager_
375

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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN

THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

COUNTY:

COUNTY OF ALAMEDA,
a political subdivision of the State of California
By: __________________________________
Name: __________________________________
Its: __________________________________
Address:

County of Alameda
Housing and Community Development Department
224 W. Winton Avenue, Room 108
Hayward, CA 94544
Attention: Housing Director
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF _______________ )
On ___________________, before me, _____________________, a notary public in and for said state, personally appeared ____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacities, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _________________________________________ (Seal) 377

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.

Signature _________________________________________ (Seal) 378

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.

Signature _________________________________________ (Seal) 379

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.

Signature _________________________________________ (Seal) 380

EXHIBIT F
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EXHIBIT A

LEGAL DESCRIPTION
(To be attached)
381

CITY COUNCIL STAFF REPORT
ITEM NO. 5.5

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing submission of a joint grant application to the State of California Housing and Community Development Department Homekey Program for the Project Reclamation Program in a total not-to-exceed amount of $20,000,000

RECOMMENDED ACTION

Staff recommend the City Council adopt a resolution:
1 .

Authorizing and directing the submission of a joint Application with Bay Area Community Services (BACS) and other jurisdictions within Alameda County to the State of California Housing and Community Development Department in response to the Homekey NOFA, and to apply for Homekey grant funds in a total amount not to exceed $20,000,000; and 2 .

Authorizing, entering into, executing, and delivering a Standard Agreement related to acquired properties that are located in the City of Livermore, any and all other documents required or deemed necessary or appropriate to secure the Homekey funds for properties acquired in the City of Livermore, from the Department and to participate in the Homekey Program, and all amendments thereto (collectively, the Homekey Documents); and 3 .

Acknowledging and agreeing that the City shall be subject to the terms and conditions specified in the Standard Agreement, and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made a part thereof; that any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement; and, that funds are to be used for the allowable expenditures and activities identified in the Standard Agreement; and
4 .

Authorizing the City Manager, or his designee, to approve the final joint Application to the State and execute the Application and the Homekey Documents on behalf of the City of Livermore (Co- Applicant) for participation in the Homekey Program; and 5 .

The City Manager, or his designee, to negotiate and develop an agreement with the Lead Applicant and Bay Area Community Services outlining the roles and responsibilities of each entity if the Application is approved, subject to the review and approvals as to form by the City Attorney.

SUMMARY
382
The State of California's Homekey 2.0 Program NOFA provides $2.75 billion to acquire, rehabilitate, or master lease a variety of housing types, including hotels, motels, and other buildings, for the purpose of providing interim or permanent housing options for persons experiencing homelessness. On August 11, 2021, the City released a Request for Information (RFI) seeking potential partners and projects for future funding applications for the State of California Housing and Community Development (State HCD) Homekey program.

Bay Area Community Services (BACS) submitted a proposal to expand its Project Reclamation Program and create a regional supportive shared housing program that acquires homes in jurisdictions throughout Alameda County for people experiencing homelessness. As proposed, BACS will submit a joint application in the amount of up to $20,000,000 to the State of California, with Livermore and other Alameda County cities participating as co-applicants. Properties acquired in Livermore for the program would have a preference for Livermore community members as well as numerous supports for residents.

Staff recommends City Council authorize submittal of a joint application to the State Homekey Program as it addresses the City Council's goals and priorities for Affordable Housing and Homelessness.

DISCUSSION
In 2020, the State of California created the Homekey Program, which provides funding to local agencies and jurisdictions to acquire, rehabilitate, or master lease a variety of housing types, including hotels, motels, and other buildings, for the purpose of providing interim or permanent housing options for persons experiencing homelessness.

Administered by the California Department of Housing and Community Development (HCD), the program’s first award cycle made $600 million in grant funding available to local public entities, including cities, counties, or other local public entities within California to purchase and rehabilitate a variety of housing types in order to serve people experiencing homelessness or at risk of serious illness from COVID-19. The first funding cycle in 2020 provided $75 million to projects in Alameda County, including the acquisition of hotels participating in the Project Roomkey Program, the rehabilitation of a former student dormitory into a shelter and permanent supportive housing, and the acquisition of single family homes to provide shared housing.

The State of California’s 2021/2022 budget provides at least $2.75 billion in acquisition and rehabilitation funds, as well as $1 billion in funds for operating expenses. These funding amounts represent the State's largest investment in housing for the homeless. The goal of the next Homekey funding cycle, which is referred to as Homekey Round 2, is to house tens of thousands of individuals experiencing homelessness. The State has also established priorities for project readiness, team experience, racial equity, and community impact.

Applications for Homekey Round 2 funds will be available on a continuous basis until May 2, 2022; however, the deadline to access a geographic set-aside for Bay Area jurisdictions, as well as a bonus award, is January 31, 2022. Awarded projects will receive grants of up to $200,000 per housing unit in capital funds for acquiring and rehabilitating the sites, depending on the size of the unit and the sub- population served. No local match is required for projects under this threshold, and projects with local match may be eligible for an additional $100,000 per housing unit. Operating subsidy ranging from $1,000-$1,400 per unit, per month is also available for units assisted with Homekey funds for two to three years, depending on the amount of local operating match provided. Program requirements for grantees include completing the project within twelve months of receiving the award, applying the core components of Housing First approach to addressing homelessness, and using local Coordinated Entry 383
System (CES) prioritization protocols.

On August 11, 2021, the City released a Request for Information (RFI) seeking potential partners and projects for the submittal of future funding applications for the State of California Housing and Community Development (State HCD) Homekey program. One of the responses received was from Bay Area Community Services (BACS) to acquire homes in Livermore and convert them to supportive shared housing for people experiencing homelessness. Other responses to the RFI are currently being evaluated by staff and additional project applications may be recommended for City Council’s consideration at a future date.

Since 1973, BACS has successfully operated Supported Independent Living homes in Alameda County and Contra Costa County, including Livermore. Under this highly cost-effective program model, BACS acquires, owns, operates, and property manages small-site, scattered residential properties for individuals with special needs, including those experiencing homelessness. Each resident is paired with a Care Coordinator who helps them build independent living skills through job support, benefits assistance, mental health support, financial assistance, group activities, and money management.

Residents learn skills by sharing responsibilities for cleaning, paying bills, and running their household.

In 2020, BACS and the City of Oakland were awarded Homekey funds for this model and successfully acquired 15 homes and provided rooms for 129 people experiencing homelessness. BACS proposes replicating Project Reclamation by creating a regional supportive shared housing program that can leverage the operational efficiencies of a single operator. Cities throughout the County have expressed interest in participating in a regional program, including Hayward and Union City. Under this model, participating jurisdictions would submit a joint application to the State of California, with Livermore participating as a co-applicant. The City of Hayward has offered to serve as the lead applicant for the program and assume the primary administrative responsibilities of managing the Homekey grant in coordination with BACS. The current project application budget anticipates acquiring 11 homes, three of which would be in Livermore, with a capital award of $12.4 million dollars. If additional jurisdictions participate in the program, the funding request will be increased accordingly, not to exceed a total request of $20,000,000.

The proposed Application will not require matching funds from the City. BACS and the co-applicant cities would instead request operating funding from the Alameda County HOME Consortium, which would fulfill the State’s operating match requirements. If the project is awarded funds and BACS acquires a property in Livermore, the City will record a 55-year regulatory agreement against the project property restricting the rents to extremely low-income households and establishing property maintenance and management standards. As proposed, if BACS were able to secure a residential property in Livermore through the program, that site would have a preference for Livermore community members.

If approved, staff will work with BACS and the other participating cities to refine the program goals, secure match funding from Alameda County HOME Consortium, develop an agreement with the other participating jurisdictions that outlines the roles and responsibilities of each entity, and submit the application prior to the January 31, 2022 deadline for regional priority consideration. Awards are made on a continuous basis from the State until all funding has been exhausted.

FISCAL AND ADMINISTRATIVE IMPACTS

If the proposed projects are funded, Homekey grant funds will pay the capital costs required to acquire 384
and rehabilitate the units, as well as up to three years of funding to subsidize the project operations.

Depending on the number of properties acquired in Livermore, staff anticipate $1,200,000 to $3,800,000 in grant funds to benefit Livermore community members. No additional City funds are anticipated for the Project Reclamation project. If operating funding from the Alameda County HOME Consortium is not secured, staff will request appropriation of Affordable Housing Trust Funds to meet operating match obligations. By partnering with the City of Hayward and BACS as a co-applicant, the amount of City staff time administering the grant will be significantly reduced, and no appropriation for the grant funds by the City Council will be required.

ATTACHMENTS

1. Resolution

Prepared by: Grace Streltzov
Management Analyst II

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

385
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING SUBMISSION OF A JOINT

APPLICATION TO THE STATE OF CALIFORNIA HOUSING

AND COMMUNITY DEVELOPMENT DEPARTMENT HOMEKEY

PROGRAM FOR THE PROJECT RECLAMATION PROGRAM IN A
TOTAL NOT-TO-EXCEED AMOUNT OF $20,000,000
The State of California Department of Housing and Community Development (“Department”) has issued a Notice of Funding Availability, dated September 9, 2021 (“NOFA”), for the Homekey Program (“Homekey” or “Program”). The Department has issued the NOFA for Homekey grant funds pursuant to Health and Safety Code section 50675.1.3 (Assembly Bill No. 140 (2021-2022 Reg. Sess.), section 20).

In response to the “Request for Information for Projects and Properties to House People Experiencing Homelessness Through the Homekey Program” released by the City of Livermore on August 11, 2021, Bay Area Community Services submitted a proposal for the Project Reclamation supportive shared housing program.

The City of Livermore (the “Co-Applicant”) desires to jointly apply for Homekey grant funds with City of Hayward (the “Lead Applicant”). Therefore, Co-Applicant is joining the Lead Applicant in the submittal of an application for Homekey funds (“Application”) to the Department for review and consideration. As it pertains to the City of Livermore, the application proposes acquiring a maximum of three properties in Livermore.

The Department is authorized to administer Homekey pursuant to the Multifamily Housing Program (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Homekey funding allocations are subject to the terms and conditions of the NOFA, the Application, the Department-approved STD 213, Standard Agreement (“Standard Agreement”), and all other legal requirements of the Homekey Program.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore:

1. Co-Applicant is hereby authorized and directed to submit a joint Application to the Department in response to the NOFA, and to jointly apply for Homekey grant funds in a total amount not to exceed $20,000,000.

2. If the Application is approved, and funds are awarded to acquire properties located in Livermore, Co-Applicant is hereby authorized to enter into, execute, and deliver a Standard Agreement related to acquired properties that are located in the City of Livermore, any and all other documents required or deemed necessary or appropriate to secure the Homekey funds for properties acquired in the City of Livermore, from the 386
RESOLUTION NO. ________
Department and to participate in the Homekey Program, and all amendments thereto (collectively, the “Homekey Documents”).

3. Co-Applicant acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made a part thereof.

Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.

4. The City Manager, or his designee, is authorized to execute the Application and the Homekey Documents on behalf of the Co-Applicant for participation in the Homekey Program.

BE IT FURTHER RESOLVED the City Council of the City of Livermore authorizes the City Manager, or his designee, to negotiate and develop an agreement with the Lead Applicant and Bay Area Community Services outlining the roles and responsibilities of each entity if the Application is approved, subject to the review and approval as to form by the City Attorney.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed
and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Kelly J. Trujillo
Marie Weber Kelly J. Trujillo
City Clerk Assistant City Attorney
387

CITY COUNCIL STAFF REPORT
ITEM NO. 5.6

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing submission of a US Fish and Wildlife Service Cooperative Endangered Species Conservation Fund - Habitat Conservation Plan Planning Assistance grant application

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution:

1 .

Authorizing staff to prepare and submit a US Fish and Wildlife Service Cooperative Endangered Species Conservation Fund - Habitat Conservation Plan Planning Assistance grant application; and
2 .

Authorizing the City Manager or designee to sign all documents related to the grant and the Habitat Conservation Plan.

SUMMARY
A Habitat Conservation Plan (HCP) is a federal permitting document that defines a comprehensive approach to endangered species permitting. Developing an HCP will provide multiple benefits to the City, including comprehensive habitat conservation planning, streamlined permitting for maintenance and capital improvement program (CIP) projects, and potential reduced costs for federal endangered species regulatory compliance and mitigations.

The Habitat Conservation Planning Assistance Program is a US Fish and Wildlife Service (USFWS) grant program that provides federal financial support for the development and implementation of conservation programs for federally endangered or threatened species on non-federal lands. The HCP Planning Assistance grant is awarded to the California Department of Fish and Wildlife (CDFW), who then administers those funds to HCP applicants. The grant is a competitive grant.

The estimated cost to prepare the HCP is approximately $1,333,000 (staff time and consultant). Staff is proposing to apply for $1,000,000 (maximum allowed) in federal grant funds and provide the 25% required match funds ($333,000) in staff support over 3 years. If the City Council authorizes staff to 388
prepare and submit the HCP Grant application, staff will prepare the necessary documents after the Call for Projects is released and submit the application to CDFW and USFWS.

DISCUSSION
Environmental Setting and Challenges:

The Livermore area supports many known occurrences of state and federally listed endangered species, such as the Vernal Pool Fairy Shrimp, the California Red-Legged Frog, and the California Tiger Salamander, within its urban growth boundary. The proximity of open space, natural streams, and preserves to urban development in Livermore creates a challenge for the City to obtain necessary permits for the construction of capital improvement and maintenance projects within environmentally sensitive areas. These permitting challenges result in project delays, higher project costs, and complex mitigation requirements, making it more difficult for the City to maintain its infrastructure and implement capital improvement projects in a timely and efficient manner.

Regulatory Process and Mitigation Approach:

The City currently approaches regulatory permitting and mitigation on a project-by-project basis. Recent changes to federal regulations have made federal permitting more challenging, especially for upland habitats prevalent in north Livermore. The proposed HCP application submittal and subsequent grant award would allow the City to prepare a programmatic HCP and obtain federal permitting coverage.

Once approved, an HCP will typically provide permitting coverage for federally listed species for 30 years, and allow the City to implement the types of projects and activities identified in the HCP with mitigation incorporated based on the approved plan. It would also give the City increased local control over mitigation, allowing the City to put project mitigation dollars towards local habitat conservation priorities, in alignment with the Open Space Element of the General Plan, and ensure the comprehensive and long-range preservation and management of open space land.

A programmatic HCP would provide permitting coverage for federally listed species. However, the following State and regional project specific permits (with the exceptions of maintenance projects covered under the City’s Stream Maintenance Program), may still be required, depending on the project:

California Department of Fish and Wildlife (CDFW) - 1600 Lake and Streambed Alteration Agreement
CDFW - California Endangered Species Act (CESA) - Incidental Take Permit Regional Water Quality Control Board (RWQCB) - 401 Water Quality Certification and Wetlands Program (Dredge & Fill Agreement)
USACE - 404 Certification under the Clean Water Act

ENVIRONMENTAL DETERMINATION
Authorization for staff to apply for the HCP grant funds and authorization of the City Manager or designee to sign all documents related to the grant and the HCP is not a project under CEQA pursuant to the Public Resources Code, Chapter 2.5, section 21065. The grant application process will not cause a direct physical change in the environment, or a reasonably foreseeable indirect change in the environment. No lease, permit, certificate, or entitlement is being issued at this time.

Programmatic Environmental compliance review pursuant to California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) and National Historic Preservation Act (NHPA) will 389
be performed in the HCP development phase.

FISCAL AND ADMINSTRATIVE IMPACTS

The estimated cost to prepare the HCP is approximately $1,333,000 (staff time and consultant). The maximum federal grant amount is $1,000,000, and requires a minimum non-federal cost share of 25% of the total cost, which can be met by cash or in-kind contributions. Staff is proposing to apply for $1,000,000 (maximum allowed) in federal grant funds and provide the 25% required match funds ($333,000) in staff support. The matching funds of $333,000 in staff time would be distributed over FY 2022-23, FY 2023-24, and FY 2024-25. Once the grant is approved, staff will return to Council for supplemental budget appropriation to prepare the Habitat Conservation Plan.

The call for grants is typically released in December and the grant application is typically due within three months of release. Notification of grant award to successful applicants will be released in July 2022. The grant period typically begins in October 2022 and will span approximately three years.

In addition, federal grants have additional audit and compliance requirements. The estimated cost for the grant compliance requirements will be
approximately $35,000- $50,000 over the grant period of three years.

The cost to prepare the HCP application is approximately $10,000 (staff time and consultant) and it is included in the current fiscal year operating budget. Once the grant is approved, staff will return to Council for supplemental budget appropriation to prepare the Habitat Conservation Plan.

ATTACHMENTS

1. Resolution

Prepared by: Mallika Ramachandran
Assistant City Engineer

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

390
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

RESOLUTION OF THE CITY OF LIVERMORE APPROVING APPLICATION

FOR THE US FISH AND WILDLIFE SERVICE COOPERATIVE ENDANGERED

SPECIES CONSERVATION FUND - HABITAT CONSERVATION PLAN (HCP)

PLANNING ASSISTANCE
The Habitat Conservation Planning Assistance Program is a US Fish and Wildlife Service (USFWS) grant program that provides federal financial support for the development and implementation of conservation programs for federally endangered or threatened species on non-federal lands.

The HCP Planning Assistance grant is awarded to the California Department of Fish and Wildlife (CDFW), who then administers those funds to Habitat Conservation Plan (HCP) applicants.

An HCP would substantially streamline the federal species permitting process and allow the City to take a programmatic approach to permitting and mitigation for the type of projects and activities identified in the HCP.

An HCP would typically provide permitting coverage for federally listed species for 30 years and give the City increased local control over mitigations and habitat conservation, in alignment with the Open Space Element of the General Plan, and ensure the comprehensive and long-range preservation and management of open space land.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore hereby:

1. Authorizes staff to prepare and submit the US Fish and Wildlife Service (USFWS) Cooperative Endangered Species Conservation Fund - Habitat Conservation Plan (HCP) Planning Assistance grant application; and

2. Authorizes the City Manager or designee to sign all documents related to the grant and the Habitat Conservation Plan.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed
and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
391
RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
/s/ Tara M. Mazzanti
Marie Weber Tara M. Mazzanti
City Clerk Assistant City Attorney
392

CITY COUNCIL STAFF REPORT
ITEM NO. 5.7

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Christine Martin, Assistant City Manager
SUBJECT:

Resolution of a continued local emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361

RECOMMENDED ACTION

Staff recommends City Council adopt a resolution of a continued local emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361.

SUMMARY
On March 16, 2020, the City Council adopted a resolution ratifying the Proclamation of the Director of Emergency Services concerning the existence of a local emergency (Resolution No. 2020-033). On June 8, July 27, September 14, November 9, December 14, 2020 and February 8, March 22, May 10, June 28, July 26, September 13, October 25, November 22, and December 13, 2021, the City Council adopted resolutions of Continued Local Emergency. California Government Code section 8630 directs the City Council to review the need for continuing the local emergency at least once every 60 days.

On September 16, 2021, the Governor signed Assembly Bill 361 (“AB 361”) into law, allowing the City’s legislative bodies to continue to meet via teleconference during proclaimed states of emergency under modified Brown Act requirements when a state of emergency is declared by the Governor pursuant to Government Code section 8625, proclaiming the existence of conditions of disaster or of extreme peril to the safety of persons and property within the state caused by conditions as described in Government Code section 8558. AB 361 further requires that state or local officials have imposed or recommended measures to promote social distancing, or, the legislative body meeting in person would present imminent risks to the health and safety of attendees. AB 361 requires reauthorization every 30 days.

DISCUSSION
An outbreak of coronavirus disease 2019 (COVID-19) caused by the 2019 novel coronavirus (SARS- CoV-2) began in Wuhan, Hubei Province, China in December 2019, and has now spread throughout the world.
393

On March 1, 2020, the Health Officer of Alameda County declared a public health emergency throughout the County of Alameda.

On March 4, 2020, the Governor of California proclaimed a state of emergency exists in California after making determinations that:

1 .

The conditions caused by COVID-19 are likely to require the combined forces of a mutual aid region or regions to appropriately respond; and,
2 .

Local authority is inadequate to cope with the threat posed by COVID-19.

On March 12, 2020, the Alameda County Department of Public Health confirmed evidence of community-acquired transmission.

On March 13, 2020, the President of the United States of America declared a National state of emergency in response to the spread of COVID-19 within the United States of America.

On March 13, 2020, the City Manager declared a Local Emergency. The declaration was based upon the Alameda County Department of Health confirming evidence of community-acquired transmission within Alameda County and the President of the United States declaring a National state of emergency.

On March 16, 2020, the City Council adopted a resolution ratifying the declaration of local emergency (Resolution No. 2020-033).

On June 8, July 27, September 14, November 9, December 14, 2020 and February 8, March 22, May 10, and June 28, July 26, September 13, October 25, November 22, and December 13, 2021, the City Council adopted resolutions of continued local emergency (Resolution Nos. 2020-78, 2020-133, 2020- 166, 2020-207, 2020-235, 2021-018, 2021-037, 2021-063, 2021-112, 2021-140, 2021-155, 2021-179, 2021-195, and 2021-217, respectively).

The State continues to monitor COVID-19 case rates and hospitalizations, as well as variants such as Delta and Omicron, and has reinstated face covering requirements in many indoor settings due to a significant increase in case rates over the last few weeks. Additionally, local provisions granted under the emergency proclamation such as outdoor dining and eligibility for funding reimbursement remain in effect as the City continues to recover. Therefore, the emergency conditions identified by the proclamation of local emergency still exist.

Staff recommends the City Council continue the proclamation of emergency services ratified on March 16, 2020 and continued June 8, July 27, September 14, November 9, December 14, 2020, and February 8, March 22, May 10, June 28, July 26, September 13, October 25, November 22, and December 13, 2021, and continue to authorize teleconference meetings of the City's legislative bodies in accordance with AB 361.

FISCAL AND ADMINISTRATIVE IMPACTS

The continuance of a Local Emergency allows the City to access federal, state and county resources, including potential financial reimbursements.

394

ATTACHMENTS

1. Resolution

Prepared by: Christine Martin
Assistant City Manager

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

395
RESOLUTION NO. _______

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION OF CONTINUED LOCAL EMERGENCY AND

REAUTHORIZING REMOTE TELECONFERENCE MEETINGS FOR THE
CITY OF LIVERMORE’S LEGISLATIVE BODIES IN ACCORDANCE
WITH ASSEMBLY BILL 361
On March 4, 2020, the Governor of the State of California (the “Governor”) proclaimed a statewide state of emergency due to COVID-19.

On March 1 and 5, 2020, the Alameda County Health Officer (the “Health Officer”) declared a Local Health Emergency due to COVID-19.

On March 16, 2020, the City Council adopted a resolution, Ratifying the Proclamation of the Director of Emergency Services Concerning the Existence of a Local Emergency (Resolution No. 2020-033). The local emergency proclamation concerned conditions of extreme peril to the safety of persons and property, which have arisen within the city of Livermore due the COVID-19 pandemic.

All meetings of the City of Livermore’s legislative bodies are open and public, as required by the Brown Act (Cal. Gov. Code sections 54950 et seq.), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business.

The City Council has regularly adopted resolutions determining the need for continuing the local emergency pursuant to California Government Code section 8630 (Resolution Nos. 2020-078, 2020-133, 2020-166, 2020-207, 2020-235, 2021-018, 2021- 037, 2021-063, 2021-112, 2021-140, 2021-155, 2021-179, 2021-195, and 2021-217).

On December 13, 2021, the City Council adopted Resolution 2021-217 reaffirming that a local emergency still exists, and that in-person meetings of the City’s legislative bodies would present imminent risks to the health or safety of attendees and authorized the City’s legislative bodies to continue to meet via teleconferencing under modified Brown Act requirements.

The public health officers for the State of California and the County of Alameda continue to monitor transmission, case rates, and hospitalizations of COVID-19 and associated variants (including Delta and Omicron), and continue to require face coverings in certain indoor settings and recommend vaccination, boosters, and social distancing.

Due to these conditions, City staff reported that the emergency conditions identified by the previous emergency proclamation still exist today. Staff also recommended the City Council continue to authorize teleconference meetings of the City’s legislative bodies.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it has reviewed the March 13, 2020 proclamation of local emergency ratified on March 16, 2020 by Resolution No. 2020-033, and hereby finds that conditions 396
RESOLUTION NO. _______
warrant continued maintenance of that proclamation of local emergency due to the COVID-19 pandemic.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that:

1. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

2. The City Council has reviewed the March 13, 2020 proclamation of local emergency that the City Council ratified on March 16, 2020 (Resolution No. 2020-033) and finds that conditions warrant continued maintenance of that proclamation of local emergency due to the COVID-19 pandemic.

3. The City Council has reconsidered the circumstances of the state of emergency and has determined that the state of emergency continues to impact the ability of members of the City's legislative bodies to meet safely in person. In-person meetings of the City's legislative bodies would present imminent risks to the health or safety of attendees. The City continues to impose measures to promote social distancing in City- owned and operated facilities.

4. The staff and legislative bodies of the City of Livermore are hereby reauthorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution including, conducting open and public meetings in accordance with Government Code section 54953 (e) and other applicable provisions of the Brown Act.

5. This Resolution shall take effect immediately upon its adoption and shall be effective until the earlier of February 10, 2022, or such time the City Council makes subsequent findings in accordance with Government Code section 54953 (e)(3) to extend the time during which the legislative bodies of the City of Livermore may continue to teleconference without compliance with Government Code section 54953(b)(3).

6. If any section, subsection, clause, or phrase in this Resolution is for any reason held invalid, the validity of the remainder of this Resolution shall not be affected thereby. The City Council would have passed this Resolution and each section, subsection, sentence, clause, or phrases thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses, or phrases thereof be held invalid.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed
and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
397
RESOLUTION NO. _______
ATTEST: APPROVED AS TO FORM:
/s/ Jason R. Alcala
Marie Weber Jason R. Alcala
City Clerk City Attorney
398

CITY COUNCIL STAFF REPORT
ITEM NO. 6.1

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Hearing to consider approving an Amended and Restated Disposition, Development and Loan Agreement with 2205 Railroad Avenue LLC to develop a four-story hotel on the southeast corner of Railroad Avenue and South Livermore Avenue, which includes a site acquisition loan for 2205 Railroad Avenue LLC to develop a parking facility on 2080 Railroad Avenue; to declare that the parcels to be transferred from the City to 2205 Railroad Avenue LLC are identified for disposition for the development of a hotel in the Livermore Successor Agency’s Long Range Property Management Plan and are exempt surplus land; and authorizing a supplemental appropriation of $1,923,750 from the General Fund for the site acquisition loan.

RECOMMENDED ACTION

Staff recommends the City Council adopt two resolutions and direct the following:

1 .

Declaring that Parcel A and Subsurface Parcel C of Parcel Map 9999 are exempt surplus land as defined in Government Code Section 54221; and
2 .

Finding the Disposition, Development and Loan Agreement with 2205 Railroad Avenue LLC is consistent with, and analyzed by, the addendums to the Downtown Specific Plan 2009 Subsequent Environmental Impact Report that were adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020-178, the categorical exemption for infill development for the Downtown Hotel Term Sheet dated February 26, 2018, and the 2004 Downtown Specific Plan Environmental Impact Report, and authorizing the City Manager to execute the DDLA, including the $1,923,750 Predevelopment Loan, and all documents necessary to effectuate the actions described in the DDLA;
3 .

Authorizing the City Manager to execute on behalf of the City the amended and Restated Disposition and Development and Loan Agreement with 2205 Railroad Avenue LLC; and 4 .

Supplemental appropriation of $1,923,750 from the General fund to be directed to the Site Acquisition Loan described in the DDLA.

399

SUMMARY
The proposed DDLA establishes the terms of the sale of the City-owned hotel site to 2205 Railroad Avenue, LLC (Presidio), and terms for a loan to acquire an approximately 0.77-acre property to develop a parking facility. Presidio is proposing to develop a 125-135-room hotel and related amenities consistent with the City Council’s approved plan for Downtown.

The Disposition and Development Agreement approved by the City Council in 2018 includes commencement of construction in June 2020 and opening of the hotel in December 2021. However, the 2018 Referendum challenging the Council's approval of a Specific Plan Amendment to allow a four-story hotel, the 2019 Referendum challenging the Council's approval of a Development Agreement for the hotel, and the 2019 Central Park Plan Initiative to change the land uses across the City's Downtown Core Site caused significant delay to the hotel project. Increasing construction costs over the course of the delay led to a determination that an underground parking garage was no longer feasible. Initially included in the 2019 Specific Plan Amendments adopted in response to the 2018 Referendum, the proposed DDLA now includes acquisition of an additional property nearby to construct, operate, and maintain a surface parking facility rather than construct an underground parking garage.

The DDLA secures additional public benefits and improvements including contributing to the maintenance of Stockmen’s Park, allowing public access to the roof-top deck, providing public valet parking, developing and operating a private joint solid waste facility for the Livermore Valley Center, and constructing sidewalk and median improvements along South Livermore Avenue.

This staff report outlines the main deal points for the DDLA. Staff anticipates Planning Commission and City Council review of the Downtown Design Review application for the hotel and site design in Spring of 2022. The proposed hotel and parking uses are consistent with the Downtown Core Plan approved by the City Council in 2018. The proposed hotel will complete development of the Livermore Valley Center and stimulate new investment in the Downtown.

DISCUSSION
Background

On July 27, 2016, the City entered into an Exclusive Negotiating Rights Agreement (ENRA) with Presidio to establish procedures and standards for the negotiation of a Purchase and Sale Agreement for disposition and development of a downtown hotel. The City Council extended the ENRA with Presidio throughout the public engagement and plan development process for the new Downtown Core plan. On February 26, 2018, the City Council adopted Resolution 2018-024 authorizing the execution of a Hotel Term Sheet with Presidio for the preparation of a Disposition and Development agreement for a downtown hotel.

On September 10, 2018, the City Council adopted Resolution 2018-154 approving Specific Plan Amendment 18-001 (the “September 2018 Amendments”) to facilitate the phased implementation of the approved Downtown Plan and provisions to allow up to a four-story hotel. At this same meeting, the City Council adopted Resolution 2018-155 approving Downtown Design Review for a four-story, 133-room hotel on the southeast corner of Railroad and South Livermore Avenue.

On October 11, 2018, the City received a referendum petition entitled “Referendum Against Portions of a 400
Resolution Passed by the City Council Resolution No. 2018-154” (hereinafter “Referendum”). The Referendum challenged three portions of the September 2018 Amendments, specifically the amendments to Chapter 5 (Development Standards –Core), Chapter 7 (Circulation and Transportation), and Chapter 8 (Parking Standards).

On November 26, 2018, the City Council adopted Resolution 2018-200 accepting certification by the City Clerk as to the sufficiency of signatures on the Referendum. The Council’s successive adoption of Resolution 2018-201 repealed the Specific Plan Amendments listed in the referendum petition (Chapters 5,7 and 8) and confirmed that the remaining amendments to the Downtown Specific Plan approved by Resolution No. 2018-154 remain in effect.

Specifically, the Council’s adoption of Resolution 2018-201 repealed the three challenged portions of the September 2018 Amendments, reverting the following chapters to the versions that existed before the September 2018 Amendments:

Chapter 5 – Development Standards – Core
Chapter 7 – Circulation and Transportation
Chapter 8 – Parking Standards

The Council’s adoption of Resolution 2018-201 also confirmed that the September 2018 Amendments to the following chapters, not having been protested by the Referendum, remain effective, valid, and enforceable:

Chapter 1 – Orientation
Chapter 2 – Existing Conditions
Chapter 3 – Revitalization Strategy
Chapter 4 – Land Use and Development Policies
Chapter 10 – Implementation
Chapter 11 – Financing

The repeal of the September 2018 Amendments to Chapters 5, 7, and 8 necessitated several adjustments to the Downtown Plan. The adjustments included reduced building heights for the hotel and the L Street parking structure, requiring two-story buildings adjacent to Blacksmith Square, and an adjustment to the land use standards to accommodate additional surface parking. The remaining components of the Downtown Plan were consistent with the Specific Plan that existed before the September 2018 Amendments.

California Elections Code section 9241 provided that, until November 27, 2019 (one year from the repeal), the City could not readopt the same amendments to Chapters 5, 7, and 8 that were challenged by the Referendum. However, the City could consider amendments to the same chapters within the one- year repeal period, provided the amendments were different from the previous amendments and avoid the objections made to the previous amendments. On May 13, 2019, within the one-year time frame, the City Council readopted amendments to Specific Plan Chapters 5, 7, and 8, that were outside the Referendum’s issues of concern, including provision of additional parking and the removal of the regional theater from the Downtown Specific Plan. Due to rising construction costs during the delay caused by the 2018 Referendum, the provision of between 70 to 150 parking spaces in a new public or private parking facility accessed from K Street was included in the project at that time as an alternative to an underground parking garage. Removal of the regional theater language was also included in the 401
amendments to the Specific Plan that were not challenged.

On July 29, 2019, the City Council adopted Resolution 2019-137 accepting the City Clerk’s certification that the petition entitled “Citizen’s Initiative Changing Development Regulations in Downtown Livermore and Amending Regulations to Allow Housing at the Civic Center” contained the sufficient number of signatures required to qualify it for the ballot. On August 26, 2019, the City Council adopted Resolution 2019-142 calling for and giving notice of the holding of a general election for the submittal of an initiative petition entitled: “Citizen’s Initiative Changing Development Regulations in Downtown Livermore and amending regulations to allow housing at the Civic Center” to the voters of the City of Livermore and consolidating that election with the general municipal election to be held Tuesday, November 3, 2020.

On July 22, 2019, the City Council introduced an ordinance approving a development agreement with 2205 Railroad Avenue LLC for the Wine Country Hotel at the Bankhead project (Development Agreement 19-001). The ordinance was adopted as Ordinance No. 2089 on second reading by the City Council on July 29, 2019.

On August 28, 2019, a referendum petition entitled “Referendum Against Ordinance No. 2089 Passed by the City Council (Development Agreement 19-001)” was filed with the City Clerk, seeking to repeal the ordinance.

On September 20, 2019, the Alameda County Registrar of Voters certified the sufficiency of the signatures for that referendum.

On October 14, 2019, the City Council adopted Resolution No. 2019-162, calling for and giving notice of holding a special municipal election to be held on March 3, 2020, for the purpose of submitting Ordinance No. 2089, approving a development agreement for the Wine Country Hotel at the Bankhead project (Development Agreement 19-001), to the voters for approval. That ballot measure was designated Measure P on the ballot for the March 3, 2020 election.

On March 3, 2020, Livermore voters passed Measure P by over a 2/3 majority vote in favor - approving the development agreement between the City and Presidio to build the downtown hotel. On May 11, 2020, the City Council readopted the Specific Plan Amendments to Chapters 5, 7, and 8 that were challenged by the Referendum, with the exception of the amendments related to the boutique hotel site at the southeast corner of Railroad Avenue and South Livermore Avenue. At the same meeting, City Council directed staff to return with another Specific Plan Amendment to reintroduce the hotel amendments.

On October 26, 2020, the City Council adopted Resolution 2020-179 approving another Downtown Specific Plan Amendment to reestablish the four-story height limit for the hotel and enable implementation of the approved boutique hotel consistent with the approved Downtown Plan.

Disposition, Development and Loan Agreement

The proposed DDLA establishes the terms of the sale of the City-owned hotel site to Presidio. The City will sell the property to Presidio at a price of $71,521 to develop a hotel with a quality that meets or exceeds the quality of Marriot AC, Marriot Autograph Collection, Hilton Canopy, and the Curio Collection by Hilton. Hotel quality would be subject to evaluation by a hotel consultant to confirm the proposed hotel meets or exceeds the quality of the above listed hotel brands. The hotel will include between 125-135 402
rooms, with an approximately 3,300 square foot bar/lounge, 1,500-2,000 square foot meeting space, rooftop deck, fitness center, outdoor pool, and an open courtyard and patio.

The DDLA adds a number of conditions to the development of the hotel project and in return recognizes the effect the cost of these restrictions have on the value of the land along with the fees applied to the project. Among these conditions is the requirement that Presidio participate in a Community Facility Maintenance District for Downtown Improvements (CFMD), which will help to fund the ongoing maintenance of Stockmen’s Park. Starting one year after the hotel begins operation, Presidio will contribute to the Community Facilities Maintenance District for Stockmen’s Park at an initial rate of $30,000 annually, escalating at CPI plus one percent.

Additional provisions in the DDLA that are recognized in the cost of property purchase and hotel development include the following conditions:

Construction of the public road way and parking spaces on the hotel site, including public Americans with Disabilities Act (ADA) accessible spaces, Removal of the existing temporary solid waste compactor facility, and construction, operation and management of a joint solid waste facility that will serve the uses in the Livermore Valley Center including the Bankhead Theater and Plaza, First Street & Railroad Mixed Use Projects, and Livermore Cinema,
Lease of the hotel site and off-site parcel for public parking until the hotel commences construction, and
Public access to the rooftop deck.

The previously approved hotel project included a public underground parking garage with 120-spaces.

The underground garage is no longer feasible due to the increase in construction, operation and maintenance costs during the delay in constructing the project. Presidio has entered into a purchase and sale agreement with the owner of 2080 Railroad Avenue, formerly occupied by Valley Pool Center.

Presidio will be obligated to acquire this property and construct a parking facility that will ultimately serve the hotel and be available for public valet parking. If additional parking is required, the DDLA obligates the City to provide up to 30 parking spaces for valet use in other city parking facilities. The City would lease the 2080 Railroad property for public parking until the hotel opens. The DDLA includes a loan secured by the property to Presidio for $1,923,750 to cover approximately 94 percent of the purchase price for this property. Presidio will pay off the loan with a lump sum payment, plus interest, when the hotel opens. Staff is recommending a supplemental appropriation in the amount of $1,923,750 to be directed to the Site Acquisition Loan described in the DDLA for Presidio to acquire 2080 Railroad Avenue.

The DDLA establishes a new timeline for the hotel project. Planning Commission and City Council review of the site plan and hotel design will occur in March and April, 2022, respectively. Transfer of the property from the City to Presidio will occur in April, 2022. The performance schedule allows up to 16 months from property transfer to submittal of building permits. Construction commences no later than second quarter (May) 2024, and the hotel opening would be no later than the fourth quarter (December) 2025. Required building permit review/issuance, construction, and hotel opening milestones are outside dates for completion. Achievement of these milestones is likely to occur before these outside dates.

The sales price of $71,521 and some fee credits reflect the cost of Presidio's participation in the CFMD, 403
the provision of public roadway and parking facilities, construction and management of a joint solid waste facility, publicly accessible rooftop deck facilities, restrictions on quality and design, and the schedule of performance for completion of construction.

The approval of this DDLA will allow the downtown hotel identified in the approved Downtown Plan to move forward and be developed in a manner that is consistent and compatible with the Livermore Valley Center. Together with the Bankhead Theater, First Street/Railroad Avenue Commercial Projects, Livermore Cinema, Plaza, and parking garage, the hotel will contribute to successful Downtown revitalization.

Surplus Land Act

The Surplus Land Act under Government Code 54221(b)(2) and Surplus Land Act Guidelines dated April 2021 (Guidelines), Section 103 identify conditions under which disposition of publicly-owned land is exempt from the Surplus Land Act. Generally, land designated in a long-range property management plan is not subject to the requirements of the Guidelines if a legally binding agreement for disposition of the property is entered into not later than December 31, 2020, and disposition is completed by December 31, 2022.

Staff has determined that the sale of the hotel parcels to 2205 Railroad Avenue LLC is exempt from the Surplus Land Act based upon the following circumstances:

The Livermore Successor Agency's Long Range Property Management Plan identifies this property for use as a hotel.

The initial DDA was approved before December 31, 2020.

Disposition of the property will be complete by April, 2022.

On December 21, 2021, staff notified the California Department of Housing and Community Development ("HCD") that it determined the hotel parcels were exempt from the Surplus Land Act.

Environmental Determination

The hotel project was included in the scope of the the addendums to the Downtown Specific Plan 2009 Subsequent Environmental Impact Report that were adopted by City Council on September 10, 2018 by Resolution 2018-153, May 13, 2019 by Resolution 2019-064, and October 26, 2020 by Resolution 2020- 178, the categorical exemption for infill development for the Downtown Hotel Term Sheet dated February 26, 2018, and the 2004 Downtown Specific Plan Environmental Impact Report. No new or more severe significant impacts were identified for the project that were not identified in the 2004 Final EIR and 2009 Subsequent EIR, and no new mitigation measures would be required for the downtown plan. For all environmental topics addressed in the addendums, there were no substantial changes in environmental circumstances that would result in new or more severe significant environmental effects than were identified and evaluated in the 2004 Final EIR and 2009 Subsequent EIR.

FISCAL AND ADMINISTRATIVE IMPACTS

Staff is requesting a supplemental appropriation from the General Fund in the amount of $1,923,750 to be directed to the Site Acquisition Loan described in the DDLA. The term of the loan will start on the date of loan dispersal, anticipated to be no later than February 15, 2022, and terminate no later than 404
December 31, 2025. The loan will carry an annual simple interest rate of 3.5%. The principal and interest accrued on the loan will be paid back to the City in a lump sum payment within three months of the completion of hotel construction, as determined by the issuance of the certificate of occupancy, or by December 31, 2025, whichever is sooner.

Implementing the terms of the Disposition and Development Agreement outlined above will enable development of the downtown hotel site, contributing to the economic vitality of Downtown Livermore.

The proposed project will pay $71,521 for the land and approximately $3.7 million in development impact fees to offset the additional costs of development impacts.

Presidio will also contribute $30,000 annually to the Stockmen’s Park Community Facility Maintenance District. This contribution will adjust annually consistent with CPI plus one percent. The development will generate revenue from property tax, sales tax, and transient occupancy tax that will further offset related municipal services.

The $71,521 purchase price paid to the City for acquisition of property at 2205 Railroad Avenue will be sent to the County for remittance to the affected taxing entities. The City will receive approximately $12,558 (or 17.56% of the total proceeds).

ATTACHMENTS

1. Resolution

2. Exhibit A - Plat & Legal Description Hotel Parcel

3. Exhibit B - City Council Resolution 2018-155

4. Exhibit C - City Council Resolution 2018-156

5. Resolution

6. Exhibit A - Amended and Restated Disposition, Development and Loan Agreement

Prepared by: Steve Stewart
Planning Manager

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

405
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION DECLARING THAT TWO CITY-OWNED PARCELS ARE EXEMPT SURPLUS LAND PURSUANT TO GOVERNMENT CODE SECTION 54221
The City of Livermore is the owner in fee simple of two parcels of land; Parcel A (hereinafter “Parcel A”) and Subsurface Parcel C (hereinafter “Parcel C”) of Parcel Map 9999 both as more particularly described in Exhibit A, and formerly known as APN 098- 0407-029-02 and APN 09800407-013-00) (collectively “Hotel Properties”).

On September 23, 2013, the Livermore Successor Agency adopted Resolution No. 2013-02 approving the Long Range Property Management Plan (“LRPMP”).

On September 25, 2013, the Oversight Board to the Livermore Successor Agency approved the LRPMP.

Upon request of the Department of Finance, minor amendments were made to the LRPMP and approved by the Oversight Board on December 3, 2014 (Oversight Board Resolution No. OB-021), June 17, 2015 (Oversight Board Resolution No. OB-029), and December 16, 2015 (Oversight Board Resolution No. OB-033). The Department of Finance approved the LRPMP on December 28, 2015.

Concurrent with the approval of the LRPMP, the Oversight Board also approved the transfer of the Hotel Properties on June 17, 2015 (Oversight Board Resolution No.

OB-030) and again on December 16, 2015 (Oversight Board Resolution No. OB-034).

On July 27, 2016, the City entered into an Exclusive Negotiating Rights Agreement with PresidioCo Holdings LLC to establish procedures and standards to negotiate a purchase and sale agreement for the disposition and development of the Hotel Properties for the purpose of building a boutique hotel. The Exclusive Negotiating Rights Agreement was extended by Council on January 23, 2017, May 22, 2017, and November 13, 2017.

On January 29, 2018, the City Council approved a plan for the Downtown Core, which included a boutique hotel with 125-135 rooms on the southeast corner of Railroad Avenue and South Livermore Avenue.

On February 26, 2018, the City Council authorized the execution of a Hotel Term Sheet with PresidioCo Holdings LLC to lay out the terms that would be included in the Disposition and Development Agreement for the development of the Hotel Properties.

On August 7, 2018, the Livermore Planning Commission considered the disposition of approximately 3.8 acres of real property located generally between North L Street, Railroad Avenue, First Street, and the Bankhead Theater, known as the Downtown Core Catalyst site for the purposes of implementing the Downtown Core Concept to be consistent with the General Plan in accordance with Government Code section 65402.
406
RESOLUTION NO. ________
On September 10, 2018, the City Council adopted Resolution No. 2018-156 authorizing the execution of a Disposition and Development Agreement with 2205 Railroad Avenue LLC, which was formed and controlled by PresidioCo Holdings LLC, for the disposition of the Hotel Properties for the development of a boutique hotel. At this same meeting, the City Council adopted Resolution No. 2018-155 to approve the Downtown Design Review No. 18-015 for the site design and architecture for the boutique hotel, including a public underground parking garage.

On October 3, 2018, the City of Livermore recorded Parcel Map No. 9999 creating Parcel A and Parcel C from the Hotel Properties.

The City Council has determined that Parcel A and Parcel C are not necessary for City use as set forth in Resolution No. 2018-155 approving Downtown Design Review for a four-story,133-room hotel on the southeast corner of Railroad and South Livermore Avenue, attached hereto as Exhibit B, and as set forth in Resolution No. 2018-156 authorizing execution of a Disposition and Development Agreement between the City of Livermore and 2205 Railroad Avenue LLC for the conveyance of City-owned Parcels A and C to 2205 Railroad Avenue LLC for the development of a boutique hotel attached hereto as Exhibit C.

The Hotel Properties are designated in the LRPMP for the development of a hotel, and for disposition to the City to in turn dispose of them to a developer. The LRPMP was approved by both the Oversight Board and the Department of Finance. The surplus property legislation provides that its requirements do not apply to former redevelopment property designated in a Long Range Property Management Plan when an agreement for the property’s disposition was executed before either September 30, 2019, or December 31, 2020, and the final disposition is completed before December 31, 2022. Here, the agreements between the City, PresidioCo Holdings LLC, and 2205 Railroad Avenue LLC were entered into prior to those dates, and the disposition is scheduled to be completed before December 31, 2022.

The Amended and Restated Disposition, Development and Loan Agreement amends and restates the 2018 Disposition and Development Agreement so that the conveyance of Hotel Properties can be completed. For the reasons stated above, the conveyance of Hotel Properties is exempt from the Surplus Land Act in accordance with Government Code section 54221.

On December 21, 2021, staff notified the California Department of Housing and Community Development (“HCD”) that it determined that Parcel A and Parcel C were exempt from the Surplus Land Act and supported such determination with written findings.

Staff recommends that the City Council declare that the Hotel Properties are exempt surplus land pursuant to Government Code section 54221.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that:
407
RESOLUTION NO. ________

1. The conveyance of the Hotel Properties, consisting of Parcel A and Parcel C of Parcel Map 9999, from the City to 2205 Railroad Avenue LLC were analyzed by, and the project is consistent with, the August 2, 2018 Addendum to the Downtown Specific Plan 2009 Supplemental Environmental Impact Report and Downtown Specific Plan Environmental Impact Report dated February 9, 2004, adopted by the City Council on September 10, 2018, by Resolution No. 2018-153.

No new or more severe significant impacts were identified for the project that was not identified in the 2004 Final EIR and 2009 Subsequent EIR, and no new mitigation measures would be required for the downtown plan. For all environmental topics addressed in the addendums, there were no substantial changes in environmental circumstances that would result in new or more severe significant environmental effects than were identified and evaluated in the 2004 Final EIR and 2009 Subsequent EIR.

2. The following two parcels identified herein as the Hotel Properties, consisting of Parcel A and Parcel C of Parcel Map 9999, and as more particularly described in Exhibit A, are exempt surplus land as defined in Government Code section 54221.
a. Real property situated in the City of Livermore, County of Alameda, State of California, and more particularly described as follows: Being all of Parcel A and Subsurface Parcel C, of Parcel Map No. 9999, recorded October 3, 2018, in book 340 of Maps at Pages 86-89, Alameda County Records. Parcel A containing 53,126 square feet of land more or less and Subsurface Parcel C containing 50, 963 square feet of land more or less.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
408
RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
/s/ Jason R. Alcala
Marie Weber Jason R. Alcala
City Clerk City Attorney
Exhibit A – Plat and Legal Description of Parcels A and C Exhibit B – Resolution No. 2018-155
Exhibit C – Resolution No. 2018-156
409

LEGAL DESCRIPTION HOTEL PARCEL
PARCEL A & SUBSURFACE PARCEL C – PARCEL MAP 9999
R

EAL PROPERTY SITUATED IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL A AND SUBSURFACE PARCEL C, OF PARCEL MAP NO. 9999,

RECORDED
October 3, 2018, IN BOOK 340 OF MAPS AT PAGES 86-89, ALAMEDA COUNTY RECORDS.

PARCEL A CONTAINING 53,126 SQUARE FEET OF LAND MORE OR LESS SUBSURFACE PARCEL C CONTAINING 50,963 SQUARE FEET OF LAND MORE OR LESS

EXHIBIT A
EXHIBIT A-1
410

EXHIBIT A
EXHIBIT A-1
411

EXHIBIT A
EXHIBIT A-1
412

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION APPROVING DOWNTOWN DESIGN REVIEW 18-015
An application for Downtown Design Review ("DOR") 18-015 was initiated by Presidio Companies to develop a four-story, 133-room hotel on the southeast corner of Railroad Avenue and South Livermore Avenue (the "Project"). The Project also includes a public underground parking garage, new street frontage and median improvements, a new public street, public surface parking with public ADA accessible stalls, storm water treatments, and landscaping.

The Planning Commission reviewed the Project and determined it is consistent with the Livermore General Plan and related policies. After their review on August 7, 2018, the Planning Commission, by its Resolution No. 30-18, attached hereto as Exhibit A, recommended approval of the Project.

This Council held a public hearing on September 10, 2018, and considered the recommendations of the Planning Commission, together with pertinent drawings, documents, Conditions of Approval, and testimony.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Livermore hereby finds, on the basis of the whole record before it evaluating the environmental impacts of the Project, that the Project is consistent with the Addendum to the Downtown Specific Plan 2009 Subsequent Environmental Impact Report, approved by City Council on September 10, 2018 and City staff is directed to prepare and file a Notice of Determination with the Alameda County Clerk within five days of the adoption of this resolution.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore:

1. Finds the Project consistent with the General Plan.

2. Is satisfied with the decision and record of the Planning Commission and adopts by reference the findings contained in Planning Commission Resolution No. 30- 18, attached hereto as Exhibit A, and approves the Project subject to the Conditions of Approval, attached hereto as Exhibit B.

The documents that constitute the record of proceedings upon which this decision is based can be found in the City Clerk's office, 1052 S. Livermore Avenue, in Livermore California.

RESOLUTION NO. 2018-155
1 EXHIBIT B
413
On motion of Council Member Spedowfski, seconded by Council Member Carling, the foregoing Resolution was passed and adopted on September 10, 2018, by the following vote:

AYES: Council Members Carling, Coomber, Spedowfski, Vice Mayor Woerner, Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
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�'";�
. , .... ,.,_
- - .

SaJal;l Bunting
City 9Ie_rk _ . ;/ /
, ,,,_-� - / -- ✓. Date: Septe!)'lber 11, 2018
APPROVED AS TO FORM:

Catrina Fobian
Assistant City Attorney
Exhibit A- Planning Commission Resolution 30-18
Exhibit B - Conditions of Approval
RESOLUTION NO. 2018-155
2 EXHIBIT B
414
(
{

IN THE PLANNING COMMISSION

OF THE CITY OF LIVERMORE

STATE OF CALIFORNIA

A RESOLUTION RECOMMENDING APPROVAL OF
Downtown Design Review (DDR) 18-015

EXHIBIT A
A request to develop a four-story, 133-room hotel on the southeast corner of Railroad Avenue and South Livermore Avenue. The project also includes a public underground parking garage, new street frontage and median improvements, a new public street, public surface parking with public ADA accessible stalls, storm water treatments, and landscaping.

Location: 2205 Railroad Avenue
The City received an application for Downtown Design Revi�w (DDR) 18-015.

A courtesy mailing was mailed to neighboring property owners and published in a newspaper of local circulation.

The Planning Commission held a meeting on August 7, 2018, considered the staff recommendation for approval subject to conditions, and heard public testimony.

NOW, THEREFORE, BE IT RESOLVED that, based on the whole record before it, the Planning Commission of the City of Livermore recommends the City Council find the . environmental impacts of Downtown Design Review (DDR) 18-015 were analyzed by and are consistent with the 2018 Addendum to the Downtown Specific Plan 2009 Supplemental Environmental Impact Report.

BE IT FURTHER RESOLVED that the Planning Commission finds the follovying based upon the information presented for Downtown Design Review (DOR) 18-015:

The project is in conformance with the Specific Plan's standards and guidelines; or project-specific mitigation measures or conditions of approval have been incorporated into the project to ensure it is in conformance.

Finding: Based on the design review of the project, as documented in the Planning Commission staff report, the proposed project conforms to the applicable standards and guidelines for commercial buildings in the Downtown Specific Plan (DSP). The architectural quality of the structure and site plan reflect the intent of the DSP Design Standards and Guidelines to create a high quality and active urban fabric in Downtown Livermore.
-1- Resolution No. 30-18

EXHIBIT B
415
(
BE IT FURTHER RESOLVED by the Planning Commission of the City of Livermore that, based on the above finding, Downtown Design Review (DDR) 18-015 is recommended to the City Council for approval, subject to the Conditions of Approval dated August 7, 2018, which are necessary to protect the public health, safety, and general welfare.

The documents that constitute the record of proceedings upon which this decision is based can be found in the Community Development Department, 1052 S. Livermore Avenue, in Livermore, California.

On the motion by Comm issioner Pann, seconded by Planning Commissioner Bonanno, the foregoing Resolution was adopted at the Planning Commission meeting of August 7, 2018, by the following vote:

AYES:

NOES:

ABSENT:

RECUSE□:

BONANNO, BJORKLUND, KASKEY, AND PANN.

NONE.

FAGUNDES.

Erik Bjorklund, Chairperson
-cl?�--by � Stewa1{Xo�anager
Secretary to the Planning Commission
Resolution No. 30-18

EXHIBIT B
416

CONDITIONS OF APPROVAL
Downtown Design Review (DDR) 18-015
A request to develop a four-story, 133-room hotel on the southeast corner of Railroad Avenue and South Livermore Avenue. The project also includes a public underground parking garage, new street frontage and median improvements, a new public street, public surface parking with public ADA accessible stalls, storm water treatments, and landscaping.

Location: 2205 Railroad Avenue
Recommended for Approval by Planning Commission: August 7, 2018 Approved by the City Council: September 10, 2018
A. PROJECT AUTHORIZATION

1. The project shall be in conformance with all City Ordinances, rules, regulations, and policies. The conditions listed below are particularly pertinent to this permit and shall not be construed to permit violation of other laws and policies not so listed.

2. The Downtown Design Review permit shall expire upon the expiration or termination of Development Agreement 18-003, unless an extension is submitted and approved prior to the expiration of the Development Agreement.

B. PROJECT SPECIFIC CONDITIONS
The applicant shall respond in writing to all conditions contained in this document and its attachments. Responses shall describe how the condition has been met and shall, where applicable, direct the plan checker to the page and/or drawing detail that demonstrates compliance with the condition. A copy of these responses shall be provided with each set
of improvement plans.

1. Provide a photometric plan for review and approval by the Community Development Department that shows lighting will minimize off-site glare and meet the illumination requirements of the Security Ordinance (Municipal Code, Chapter 15.18).

2. This Downtown Design Review approval does not include the approval of the signs shown on the development plans. All signs are subject to review and approval by the Community Development Department of a separate Downtown Design Review application.
1 EXHBIT B

EXHIBIT B
417

3. The design and location of 30 bicycle parking stalls are subject to review and approval by the Community Development Department prior to submittal for building permits. The stalls may be dispersed among the underground garage, new road, I Street parking facility.

4. Assess the health of the existing street trees along South Livermore and replace them if found to be in poor health, and/or likely to experience stress during hotel construction.

5. Provide trees, landscaping and furnishings that are consistent with the palette for the Downtown Plan Concept Plan Landscape Design Guidelines reviewed by the Planning Commission on August 21, 2018. The City Council will review these Guidelines on September 24, 2018.

6. Coordinate the street tree planting, paving, and landscape improvements along both sides of South Livermore Avenue (along the hotel frontage and Stockmen's Park/Blacksmith Square frontage) to provide a unified and aesthetic entry into the Downtown Core.

7. Include irrigation and planters that are consistent with the City's current standards and specifications.

8. Exterior backflow preventers shall be screened from public view with landscape.

9. Livermore Municipal Code section 12.51 establishes a public art requirement for all projects. For this project, the developer has elected to provide public art on site. The applicant shall comply with the following conditions regarding public art:
a. The proposed art is subject to review and approval by the Commission for the Arts prior to receiving a building permit.
b. A certificate of occupancy shall not be issued until the approved work(s) of art has been installed.
c. The developer or owner shall execute a restrictive covenant, which shall be recorded against the project site and shall run with the land for a period of 30 years from the installation date.
d. In the event the public art is stolen, destroyed or vandalized within the 30-year period, the developer or owner must replace or repair the public art pursuant to the Livermore Municipal Code.

10. Prior to occupancy, the applicant shall demonstrate compliance with Municipal Code Section 13.25.060 (Landscape Installation Certification Package).

11. The project is subject to applicable mitigation measures of the 2018 Addendum to the Downtown Specific Plan Amendment 2009 Supplemental Environmental Impact Report.
2 EXHIBIT B
418
C. GENERAL CONDITIONS OF APPROVAL

1. Development shall conform to the map designated by the City as Exhibit B-1.

Exhibit B-1 plans shall include but are not limited to subdivision, landscape, and architectural plans reviewed and approved by the Planning Commission and City Council and amended by the applicant to reflect any changes indicated above in the Project Specific Conditions or required by the City in the approval process.

2. For all proposed projects, Bay Area Air Quality Management District (BAAQMD; "Air District") recommends requiring the implementation of all Basic Construction Mitigation Measures, listed in Table 8-1 of the BAAQMD CEQA Guidelines, whether or not construction-related emissions exceed applicable Thresholds of Significance. These basic construction stage recommendations are incorporated below into these Conditions of Approval as project requirements.
a. All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. b. All haul trucks transporting soil, sand, or other loose material off-site shall be covered.
c.. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.
d. All vehicle speeds on unpaved roads shall be limited to 15 mph. e. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.
f. Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title ·13, Section 2485 of California Code of Regulations [CCR]). Clear signage shall be provided for construction workers at all access points.
g. All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation.
h. Post a publicly visible sign with the telephone number and person to contact at the Lead Agency regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations.

3. Any awnings over windows shall be maintained as an integral architectural feature, in an attractive, serviceable state throughout the life of the project. 3 EXHIBIT B
419

4. The development impact fees (e.g., traffic impact, housing in-lieu, park dedication in-lieu,) and project processing fees due in connection with this permit shall be based upon the fees in effect at the time the fee is paid.

5. The Community Development Department may approve minor amendments to the permit, provided that the permit is still in substantial conformance with the original approval.

6. Prior to receiving a building permit for excavation, grading or construction on development site, the applicant shall contact the Alameda County Vector Control Services District to determine if any pre-baiting requirements are necessary to control migration of vermin to adjacent property.

7. To the extent permitted by law, the project applicant shall defend, indemnify and hold harmless the City, its City Council, its officers, boards, commissions, employees and agents from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside, or void the approval of the project or any permit authorized hereby for the project, including (without limitation) reimbursing the City its attorney's fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its choice.

8. Approval of the Downtown Design Review permit is not an authorization to commence construction. Building construction, alterations, repairs, sign erection, or occupancy shall not be permitted without prior approval of the Building Division through issuance of any required permits

9. Several bioretention areas designed to facilitate stormwater infiltration and treatment are an integral part of the site's utility functioning and any proposed changes to physical design or function shall be subject to prior review and approval by the City Engineer.

D. ENGINEERING DIVISION

1. Development shall conform to the attached Engineering Considerations, dated July 25, 2018.

E. BUILDING DIVISION

1. The project shall comply with currently adopted California Building Standards Code - including Part 11 - the Green Building Standards Code.

F. MAINTENANCE DIVISION

1. All landscaping shall be privately owned, irrigated, and maintained. 4 EXHIBIT B
420

2. All proposed sidewalk, pedestrian curb ramps, and driveways shall be installed in accordance with current ADA Access Board Guidelines and City of Livermore Standards.

3. Applicant shall review all sidewalk and pedestrian ramps adjacent to the property for compliance with ADA standards. Any deficiencies shall be corrected prior to issuance of a Certificate of Occupancy.

4. All existing trees along Livermore Avenue and Railroad Avenue that are to remain will need to be inspected by a qualified Arborist through the Contractor.

If trees are deemed structurally deficient and/or unhealthy, the existing trees need to be removed and replaced with a more suitable tree species.

G. WATER RESOURCES DIVISION
The Water Resources Division has the following comments regarding this project:

1. All restaurants/food service facilities incorporated within this project shall comply with Livermore Municipal Code 13.32.330, which states the following:
"Food Preparation Facilities. All facilities where food is prepared or served shall be equipped with an oil and grease interceptor with a minimum size capacity of 750-gallons. The interceptor shall be connected to the sanitary sewer, and all kitchen generated wastewater with the exception of dishwasher and garbage disposal drainage, shall discharge through the interceptor."

2. Swimming Pool: A drain to the sanitary sewer shall be provided which allows for the proper discharge of draining the pool and/or back-flushing of pool filter equipment to the sanitary sewer.

H. FIRE DEPARTMENT

1. On sheet C5.0, revise plan to show a two 2 ½ inch hose connections, piped off of the sprinkler system, on the east side of the building at a location to be approved by the LPFD.

2. Consult with the LPFD concerning the placement of ground ladder pads.

I. POLICE DEPARTMENT

1. The project shall be required to conform to the provisions of the security section of the Livermore City Code.
5 EXHIBIT B
421

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LIVERMORE AND 2205

RAILROAD AVENUE LLC FOR THE DISPOSITION OF CITY OWNED PARCELS

AND DEVELOPMENT OF A BOUTIQUE HOTEL
(APN'S 098-0407-029-02, 098-0289-013-11, 098-0407-013-00) On January 29, 2018, the City Council approved a plan for the Downtown Core, which includes a boutique hotel with 125-135 rooms on the southeast corner of Railroad Avenue and South Livermore Avenue.

On July 27, 2016, the City entered into an Exclusive Negotiating Rights Agreement with PresidioCo Holdings LLC to establish procedures and standards to negotiate a purchase and sale agreement for the disposition and development of certain property for the purpose of building a boutique hotel. The Exclusive Negotiating Rights Agreement was extended by Council on January 23, 2017, May 22, 2017 and November 13, 2017.

On February 26, 2018, City Council authorized the execution of a Hotel Term Sheet with PresidioCo Holdings LLC to lay out the terms that would be included in the Disposition and Development Agreement. (Resolution No. 2018-024) The City and 2205 Railroad Avenue LLC, a company formed and controlled by PresidioCo Holdings LLC, desire to enter into an agreement to sell the City-owned property to 2205 Railroad Avenue LLC for the construction of a 133-room hotel with an approximately 3,300 square foot bar/lounge, a 1,500 square foot meeting space, fitness center, outdoor pool, open courtyard, patio, and underground parking garage with approximately 120 parking spaces.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Livermore finds that the Disposition and Development Agreement is consistent with the Addendum to the Downtown Specific Plan 2009 Subsequent Environmental Impact Report approved by City Council on September 10, 2018.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore authorizes the City Manager to execute the Disposition and Development Agreement with 2205 Railroad Avenue LLC attached hereto as Exhibit A.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore authorizes the City Manager to execute any documents, with prior approval as to form by the City Attorney, required to effectuate the purpose of the Disposition and Development Agreement, including but not limited to, the parcel map, minor revisions to the schedule of performance, agreements contemplated by the material terms attached as exhibits to the Disposition and Development Agreement, and grant deeds.

RESOLUTION NO. 2018-156
1 EXHIBIT C
422
On motion of Council Member Spedowfski, seconded by Council Member Carling, the foregoing Resolution was passed and adopted on September 10, 2018, by the following vote:

AYES: Council Members Carling, Coomber, Spedowfski, Vice Mayor Woerner, Mayor Marchand
NOES: None
ABSENT: None
ABSTAIN: None
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Date: September 11, 2018
APPROVED AS TO FORM:

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Gabrielle Janssens
Assistant City Attorney
Exhibit A
- Disposition and Development Agreement
RESOLUTION NO. 2018-156
2 EXHIBIT C
423
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AMENDED AND

RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT THAT INCLUDES A SITE ACQUISITION LOAN IN THE AMOUNT OF $1,923,750 FOR THE ACQUISITION OF 2080 RAILROAD AVENUE, WITH 2205 RAILROAD

AVENUE LLC FOR DEVELOPMENT OF A BOUTIQUE HOTEL AND PARKING FACILITY; AND AUTHORIZING A SUPPLEMENTAL APPROPRIATION IN THE AMOUNT OF $ 1,923,750 FROM THE GENERAL FUND TO BE DIRECTED TO

THE SITE ACQUISITION LOAN DESCRIBED IN THE DDLA
(APNs 098-0407-031-00, 098-0407-033-00, 098-0282-009-00) On July 27, 2016, the City entered into an Exclusive Negotiating Rights Agreement with PresidioCo Holdings LLC to establish procedures and standards to negotiate a purchase and sale agreement for the disposition and development of certain property for the purpose of building a boutique hotel. The Exclusive Negotiating Rights Agreement was extended by Council on January 23, 2017, May 22, 2017, and November 13, 2017.

On January 29, 2018, the City Council approved a plan for the Downtown Core, which includes a boutique hotel with 125-135 rooms on the southeast corner of Railroad Avenue and South Livermore Avenue.

On or about September 5, 2018, PresidioCo Holdings LLC, formed 2205 Railroad Avenue LLC, which is under the control of PresidioCo Holdings LLC.

On September 10, 2018, the City Council authorized the execution of a Disposition and Development Agreement with 2205 Railroad Avenue LLC for the disposition of City-owned parcels and development of a boutique hotel. At this same meeting, the City Council approved Downtown Design Review No. 18-015 for the site design and architecture for the boutique hotel, including a public underground parking garage.

The City and 2205 Railroad Avenue LLC, a company formed and controlled by PresidioCo Holdings LLC, desire to enter into an amended agreement to sell the City- owned property to 2205 Railroad Avenue LLC for the construction of a 125-135-room hotel and related amenities, a joint solid waste facility, and include a short-term site acquisition loan to acquire an off-site private property to develop a parking facility.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Livermore finds that the Disposition, Development and Loan Agreement with 2205 Railroad Avenue LLC is consistent with, and analyzed by, the addendums to the Downtown Specific Plan 2009 Subsequent Environmental Impact Report that were adopted by City Council on September 10, 2018, by Resolution No. 2018-153, May 13, 424
RESOLUTION NO. ________
2019, by Resolution No. 2019-064, and October 26, 2020, by Resolution No. 2020-178, the categorical exemption for infill development for the Downtown Hotel Term Sheet dated February 26, 2018, and the 2004 Downtown Specific Plan Environmental Impact Report.

The City Council of the City of Livermore directs the City Clerk to file a Notice of Determination with the Alameda County Clerk
BE IT FURTHER RESOLVED by the City Council of the City of Livermore that:

1. The City Manager is authorized to execute on behalf of the City of Livermore the Amended and Restated Disposition, Development and Loan Agreement that includes a site acquisition loan in the amount of $1,923,750, with 2205 Railroad Avenue LLC for development of the Downtown boutique hotel and parking facility, attached hereto as Exhibit A.

2. The amount of $1,923,750 is hereby appropriated from the City of Livermore’s General Fund to be directed to the Site Acquisition Loan described in the Amended and Restated Disposition, Development and Loan Agreement.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on January 10, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Jason R. Alcala
Marie Weber Jason R. Alcala
City Clerk City Attorney
Exhibit A – Amended and Restated Disposition, Development and Loan Agreement 425
1 AMENDE

D AND RESTATED DISPOSITION, DEVELOPMENT

AND LOAN AGREEMENT
by and between

CITY OF LIVERMORE
and
2205 RAILROAD AVENUE LLC

EXHIBIT A
426
2 TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS. ......................................................................................................... 8 Definitions. ......................................................................................................................... 8 Exhibits. ............................................................................................................................ 14 ARTICLE 2. PREDISPOSITION REQUIREMENTS. ................................................................ 15 City's Conditions Precedent to Close of Escrow ......................................................... 15 Developer's Conditions Precedent to Close of Escrow. ............................................. 16 Access for Investigations ................................................................................................ 17 ARTICLE 3. DISPOSITION OF THE PROPERTY AND CONSTRUCTION OF JOINT SOLID WASTE FACILITY. ..................................................................................................................... 18 Purchase and Sale. ........................................................................................................... 18 Purchase Price .................................................................................................................. 18 Opening Escrow; Costs of Escrow ................................................................................ 18 Closing and Closing Deliverables ................................................................................. 18 Close of Escrow ............................................................................................................... 19

..................................................................................... 20 Condition of the Property. .............................................................................................. 20 Real Estate Commissions ............................................................................................... 22 Joint Solid Waste Facility. .............................................................................................. 22 Challenge to this Agreement or the Entitlements. .................................................... 23 Revival of 2018 Disposition and Development Agreement .................................... 23 ARTICLE 4. DESIGN REQUIREMENTS. ................................................................................. 24 Design in Conformance with Project Documents ....................................................... 24 Additional Permits and Approvals. ............................................................................... 24 City Review ...................................................................................................................... 24 ARTICLE 5. PRECONDITIONS TO COMMENCEMENT OF CONSTRUCTION. ................ 24 Conditions Precedent to Commencement of Construction ........................................ 24 City Fees ........................................................................................................................... 24 Execution and Recordation of Pre-Construction Documents ................................. 24 Joint Solid Waste Facility Agreement .......................................................................... 25 Building Permits .............................................................................................................. 25

EXHIBIT A
427
3 Updates to Title Policy .................................................................................................... 25 Hotel Standard Approval. ............................................................................................... 26 ARTICLE 6. CONSTRUCTION OF THE IMPROVEMENTS AND PUBLIC
IMPROVEMENTS. ...................................................................................................................... 26 ................................................................................... 26 Completion of Construction ........................................................................................... 26 Construction of Public Improvements .......................................................................... 26 Construction Pursuant to Scope and Plans. .................................................................. 26 Mechanics' Liens ............................................................................................................. 27 Compliance with Applicable Law ................................................................................. 27 Progress Reports .............................................................................................................. 27 Entry by City .................................................................................................................... 28 Non-Discrimination During Construction; Equal Opportunity ................................. 28 ARTICLE 7. OBLIGATIONS WHICH CONTINUE THROUGH AND BEYOND THE COMPLETION OF CONSTRUCTION. ...................................................................................... 29 Hotel Use .......................................................................................................................... 29 Community Facility Maintenance District for Downtown Core Improvements ..... 29 Maintenance ..................................................................................................................... 29 Developer to Indemnify City. ........................................................................................ 29 Hazardous Materials. ....................................................................................................... 30 No Liability for Breaches of Security ........................................................................... 32 Non-Discrimination. ........................................................................................................ 32 CFMD Assessment. ......................................................................................................... 32 Hotel Parking Requirements .......................................................................................... 32 ARTICLE 8. ASSIGNMENT AND TRANSFERS. .................................................................... 33 Definitions ........................................................................................................................ 33 Purpose of Restrictions on Transfer .............................................................................. 33 Prohibited Transfers ........................................................................................................ 33 Permitted Transfers ......................................................................................................... 33 Effectuation of Permitted Transfers. ............................................................................. 36 ARTICLE 9. SECURITY FINANCING AND RIGHTS OF HOLDERS. .................................. 36 Encumbrances .................................................................................................................. 36

EXHIBIT A
428
4 Holder Not Obligated to Construct ............................................................................... 37 Notice of Default and Right to Cure. ............................................................................ 37 Cure of Developer Defaults ............................................................................................ 38 Failure of Holder to Complete Improvements or Public Improvements .................. 39 Right of City to Cure ....................................................................................................... 39 Right of City to Satisfy Other Liens ............................................................................. 39 Holder to be Notified ...................................................................................................... 39 Modifications ................................................................................................................... 40 Estoppel Certificates ..................................................................................................... 40 Participation in Insurance and Condemnation Proceedings ..................................... 40 Multiple Encumbrance Holders ................................................................................... 40 ARTICLE 10. DEFAULT AND REMEDIES. ............................................................................. 41 Application of Remedies .............................................................................................. 41 Fault of City. .................................................................................................................. 41 Fault of Developer. ........................................................................................................ 41 Right of Reverter. .......................................................................................................... 42 Rights and Remedies Cumulative ............................................................................... 44 Survival ........................................................................................................................... 44 ARTICLE 11. GENERAL PROVISIONS. .................................................................................. 44 Identity of Developer .................................................................................................... 44 Notices, Demands and Communications .................................................................... 45 Non-Liability of Officials, Employees and Agents .................................................. 45 Enforced Delay. ............................................................................................................. 46 Delegation of Authority ................................................................................................ 46 Submittals and Approvals ............................................................................................ 46 Inspection of Books and Records ................................................................................ 46 Title of Parts and Sections ............................................................................................ 47 Applicable Law .............................................................................................................. 47 Severability. ................................................................................................................. 47 Legal Actions. .............................................................................................................. 47 Binding Upon Successors; Covenants to Run with Land ...................................... 47 Parties Not Co-Venturers ........................................................................................... 47

EXHIBIT A
429
5 Entire Understanding of the Parties .......................................................................... 48 Counterparts ................................................................................................................. 48 Amendments ................................................................................................................ 48 Recordation of Memorandum of DDLA .................................................................. 48 Standard of Approval .................................................................................................. 48 Effectiveness of Agreement ....................................................................................... 48 Interpretation. ............................................................................................................... 48 No Gift or Dedication ................................................................................................. 48 ARTICLE 12. SITE ACQUISITION LOAN. .............................................................................. 48 Loan amount ................................................................................................................... 48 Use of Loan Funds ........................................................................................................ 48 Loan term. ....................................................................................................................... 49 Interest ............................................................................................................................. 49 Default Interest Rate ..................................................................................................... 49 Loan conditions to Disbursement ................................................................................ 49 Security ........................................................................................................................... 49 Use of the Parking Parcel ............................................................................................. 49 Requirements ................................................................................................................. 49 Disbursement ............................................................................................................... 50 Loan repayment ........................................................................................................... 50 Maintenance and Damage; Hazardous Materials .................................................... 50 Event of Default – Site Acquisition Loan ................................................................ 51 Notice and Cure Procedure ........................................................................................ 52 Specific Remedies for Site Acquisition Loan Event of Default ............................ 53 City Right’s Upon Default ......................................................................................... 53 Non-Recourse .............................................................................................................. 54 Affiliate Assignment and Assumption ..................................................................... 54 Survival ......................................................................................................................... 55

EXHIBIT A
430
6 AMENDED AND RESTATED DISPOSITION, DEVELOPMENT

AND LOAN AGREEMENT

THIS AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND
LOAN AGREEMENT (this "Agreement") is made as of ____, 2022, by and between the City of Livermore, a municipal corporation (the "City"), and 2205 Railroad Avenue LLC, a Delaware limited liability company (the "Developer"), with reference to the following facts, purposes, and understandings.

RECITALS
A. These Recitals refer to and utilize certain capitalized terms that are defined in Article 1 of this Agreement. The Parties intend to refer to those definitions in connection with their use in these Recitals.

B. The City is the owner of the City-owned parcels located on the southeast corner of South Livermore Avenue and Railroad Avenue in downtown Livermore (APNs: 098-0407-031- 00; 098-0407-033-00 (hereinafter “Hotel Parcel”)). Developer desires to purchase the Hotel Parcel from the City. The Hotel Parcel includes Parcel A and Parcel C on Parcel Map 9999 as more particularly described in Exhibit A. Prior to the Close of Escrow, an updated Parcel Map will be recorded for the Hotel Parcel to eliminate Parcel C and to include a deed restriction for a rooftop public open space on the Hotel and a right of way easement for a public roadway.

C. The Developer desires to construct on the Hotel Parcel a four story approximately 65,000-75,000 square foot Hotel, constructed to a standard comparable to one of the Brands identified in the Hotel Standards and containing between 125-135 hotel rooms, approximately 1,400-2,000 square feet of economically viable meeting space, a roof-top deck, and related hotel amenities and improvements.

D. No later than the Close of Escrow, the Hotel Parcel will be burdened by a deed restriction for a rooftop public open space and a reservation of right of way easement over the Hotel Parcel for Public Improvements including but not limited to a roadway, sidewalks, stormwater improvements, landscaping, and public parking.

E. Prior to the Close of Escrow, the Developer shall enter into a Temporary Parking Lease for the Hotel Parcel with the City wherein the Hotel Parcel will be used for public parking until the commencement of construction on the Hotel Parcel.

F. The Developer shall design, construct and own a Joint Solid Waste Facility that will provide garbage, organics, and recyclable services for the Hotel, Bankhead Theater, First Street Mixed-Use Commercial Projects (East and West), Livermore Valley Center Plaza, and the Livermore Cinema. The Joint Solid Waste Facility shall replace the temporary solid waste facility located south of the Hotel and north of the First Street Mixed-Use Commercial Project (West). The Developer shall be responsible for developing a solid waste disposal plan to govern the service, operation, repair, maintenance, replacement and insurance of the Joint Solid Waste

EXHIBIT A
431
7 Facility. Such plan shall be embodied in a Joint Solid Waste Facility Agreement to be entered into prior to commencement of construction of the Project.

G. Upon satisfaction of specified predisposition conditions set forth in Article 2 of this Agreement, the City will convey its fee estate in the Property and Appurtenances to the Developer, subject to the permitted exceptions, for the consideration and upon the terms set forth in this Agreement, and the Developer shall, subject to this Agreement, construct and cause the Project to be operated in the manner specified in this Agreement.

H. The City has concluded that the Developer has the necessary expertise, skill, and ability to carry out the commitments contained in this Agreement.

I. The City and Developer's Affiliate, PresidioCo Holdings LLC, a Delaware limited liability company, previously entered into that certain Exclusive Negotiating Rights Agreement dated as of July 27, 2016, as amended, and that certain Hotel Term Sheet dated as of March 2, 2018, which contemplated the negotiation and consummation of the Disposition and Development that was entered into by the parties on October 1, 2018 (the “2018 Disposition and Development Agreement”). On and effective as of the Effective Date, this Agreement supersedes the 2018 Disposition and Development Agreement, except as provided for in Section

3.11. J. The Developer is in contract to purchase the parcel located on the northwest corner of Railroad Avenue and North K Street in downtown Livermore and commonly known as 2080 Railroad Avenue (APN 098-0282-009-00) (hereinafter “Parking Parcel.”). Developer intends to use the Parking Parcel as a valet parking lot to meet the City’s parking requirements for the Hotel.

K. The City desires to provide a short-term Site Acquisition Loan to the Developer to assist in financing the Developer’s acquisition of the Parking Parcel. The City expects Developer to pay the principal and interest due on the loan the earlier of the date that the Developer converts predevelopment costs or construction costs into permanent financing for the Project, or December 31, 2025, whichever occurs first.

L. As soon as practicable after Developer obtains title to the Parking Parcel, the Developer and the City shall enter into a Lease and Operating Agreement for the Parking Parcel.

Pursuant to the terms of Lease and Operating Agreement for the Parking Parcel, the City may use the Parking Parcel for public parking for a period of up to three years from the Effective Date of the Lease Agreement or until construction of the Hotel is at least 40% complete, whichever is earlier. However, at a minimum, the City shall be permitted to use the Parking Parcel until September 30, 2024.

M. Pursuant to CEQA, the City (in its capacity as "lead agency") has approved on, September 2018, an Addendum to the 2009 Subsequent Environmental Impact Report, the categorical exemption for infill development for the Downtown Hotel Term Sheet dated February 26, 2018, Subsequent Environmental Impact Report dated March 2009, and Downtown Specific Plan Environmental Impact Report dated February 9, 2004.

EXHIBIT A
432
8 NOW, THEREFORE, the City and the Developer agree as follows:

ARTICLE 1.

DEFINITIONS

Definitions. In addition to the terms defined elsewhere in this Agreement, the following capitalized words shall have the following meanings:

(a) "Affiliate" means any Person which di rectly or indirectly through one or more intermediaries, (i) Controls, or (ii) is Controlled by, or (iii) is under common Control with, Developer.

(b) "Agreement" shall mean this Amended and Restated Disposition, Development and Loan Agreement.

(c) "Appurtenances" shall mean all rights, privileges and easements appurtenant to the Property, including, without limitation (to the extent in existence), all minerals, oil, gas, and other hydrocarbon substances on or under the Property, as well as development rights, air rights, riparian rights and water rights which the City may own and which relate to the Property and any rights-of-way or other appurtenances affecting the Property.

(d) "Building Permit" shall mean an ex cavation, foundation or other building permit issued by the City in connection with the construction of the Improvements.

(e) "CEQA" shall mean the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.), and its implementing guidelines.

(f) "Certificate of Occupancy" shall mean that certificat e issued by the City to the Developer to allow occupancy of the Hotel.

(g) "City" shall mean the City of Livermore.

(h) "City Event of Default" shall mean a ny default by the City as set forth in Section 10.2.

(i) "City Fees" shall mean the estimated fees listed in Exhibit B, which fees are estimates only and will be finally determined at the issuance of the Building Permit.

(j) “Close of Escrow” shall have th e meaning ser forth in Section 3.5.

(k) "Community Facility Maintenance District for the Downtown Core Improvements” (hereinafter “CFMD”) shall mean the maintenance district or districts created to fund the maintenance of the Stockmen’s Park and other designated downtown public facilities, in accordance with Section 7.2.

EXHIBIT A
433
9 (l) "Control" shall mean (i ) direct or indirect management or control of the managing member or members in the case of a limited liability company; (ii) direct or indirect management or control of the managing general partner or general partners in the case of a partnership and (iii) (a) boards of directors that overlap by fifty percent (50%) or more of their directors, or (b) direct or indirect control of a majority of the directors in the case of a corporation.

(m) “Deed of Trust” shall mean the De ed of Trust executed by the Developer to secure its obligation to repay the Site Acquisition Loan for the Parking Parcel. A form of the Deed of Trust is attached to this Agreement as Exhibit C.

(n) "Developer" shall mean 2205 Railroa d Avenue LLC, a Delaware limited liability company, or any transferee of the Developer in accordance with Section 8.4.

(o) "Developer Event of Default" shall mean any default by the Developer as set forth in Section 10.3, subject to any applicable notice and cure rights set forth therein.

(p) "Effective Date" shall mean the date wh ich is the later of (i) the date this Agreement is executed by the Developer and (ii) the date this Agreement is approved and executed by the City.

(q) “Entitlements" shall mean, collectively, zoning approvals, conditional use permit and any other discretionary approvals required for construction of the Project. For purposes of this Agreement, "Entitlements" do not include demolition, grading, building or other ministerial permits or approvals.

(r) "Escrow" shall mean the escrow ope ned with the Escrow Holder to close the transactions described in Article 3.

(s) "Escrow Holder" shall mean the Developer’s title company or other mutually agreed upon title company.

(t) "Final Construction Drawings" sh all mean final drawings for the construction of the Improvements used to obtain a Building Permit from the City for the construction of the Improvements and final drawings for the construction the Public Improvements required under this Agreement.

(u) "Grant Deed" shall mean the grant deed by which the City conveys its fee estate in the Property and Appurtenances to the Developer. The Grant Deed shall include a deed restriction for a rooftop public open space on the Hotel and a reservation of right of way easement for a public roadway on the Property. A form of the Grant Deed is attached to this Agreement as Exhibit D.

(v) "Hazardous Materials" shall mean:

EXHIBIT A
434
10 (1) Those substances included within the definitions of "hazardous substances", "Hazardous Materials", "toxic substances", or "solid waste" in the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), as amended by Superfund Amendments and Reauthorization Act of 1986 (Pub. L. 99-499 100 Stat. 1613) ("SARA"), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§6901 et seq.) ("RCRA"), and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq., and in the regulations promulgated pursuant to said laws, all as amended;

(2) Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto);

(3) Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. §§ 1251 et seq. (33 U.S.C. §§1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. §§ 1317); (E) flammable explosives; or (F) radioactive materials;

(4) Any toxic or hazardous waste, material or substance or any oil or pesticide listed in, covered by, or regulated pursuant to, any state or local law, ordinance, rule or regulation applicable to the Property, as heretofore or hereafter amended; and

(5) Such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.

The term “Hazardous Materials” shall not in clude: construction materials, gardening materials, household products, office supply products or equipment, food service or preparation equipment or materials or janitorial supply products or equipment customarily used in the construction, maintenance, rehabilitation, use, occupancy or management of a hotel and its supporting parking structure, to the extent which the same are used and stored in accordance with all applicable environmental ordinances and regulations.

(w) "Hazardous Materials Laws" shall mean environmental and health and safety laws, regulations, ordinances, administrative decisions, common law decisions (whether federal, state, or local) with respect to Hazardous Materials, including those relating to soil and groundwater conditions.

(x) “Hotel" shall mean a four stor y approximately 65,000-75,000 square foot hotel containing between one hundred twenty-five (125) to one hundred thirty-five (135) hotel rooms, approximately 1,400 - 2,000 square feet of economically viable meeting space, a roof-top deck, and related hotel amenities and improvements on the Hotel Parcel.

EXHIBIT A
435
11 (y) "Hotel Parcel" shall mean that certain parcel shown on Parcel Map 9999 as Parcel A and Parcel C as more particularly described in Exhibit A. Prior to the Close of Escrow, an updated Parcel Map will be recorded for the Hotel Parcel which will eliminate Parcel C and include a deed restriction for a rooftop public open space on the Hotel and a right of way easement for a public roadway.

(z) "Hotel Standard" shall mean a bouti que hotel that meets or exceeds the standard of “Upscale” or "Upper Upscale" under the STR, Inc. Chain Scales Rating system or similar industry recognized rating system as more particularly described in Exhibit E.

(aa) "Improvements" shall mean collectively the Parking Parcel, the Joint Solid Waste Facility, the Hotel, and all other improvements on the Hotel Parcel, except for the On-site Public Roadway.

(bb) "Joint Solid Waste Fa cility" shall mean a trash facility located in close proximity to the Hotel sized to serve the solid waste produced by the Hotel, Bankhead Theater, First Street Mixed-Use Commercial Projects (East and West), Livermore Valley Center Plaza, and the Livermore Cinema.

(cc) "Joint Solid Waste Facility Agreemen t" shall mean a solid waste disposal agreement, reasonably acceptable to Developer, as may be amended by agreement of the parties thereto, among the Developer, the City, Bankhead Theater, First Street Mixed-Use Commercial Projects (East and West), Livermore Valley Center Plaza, and the Livermore Cinema, that will include a solid waste disposal plan, performance obligations of the parties, and a license or lease from the City to allow the performance of the obligations under the agreement, substantially in conformance with the Material Terms contained in Exhibit F.

(dd) “Lease and Operating Agreement fo r the Parking Parcel” shall mean the agreement between the City and the Developer for the lease, operation, and maintenance of the Parking Parcel, in substantial conformance with the Lease and Operating Agreement attached as Exhibit G.

(ee) “Loan Documents” shall mean this Agreement, the Promissory Note, the Deed of Trust, and any other document or agreement evidencing the Site Acquisition Loan for the Parking Parcel.

(ff) "Memorandum of DDLA" shall mean the memorandum of this Agreement, substantially in the form of Exhibit H.

(gg) "Official Records" shall mean th e Official Records of Alameda County.

(hh) "Outside Date" shall mean the last date for the commencement of construction as set forth in the Schedule of Performance.

(ii) "Parcel B" shall mean the parcel designated as Parcel B on the Parcel Map 9999 recorded October 3, 2018, recorded series 2018192226.

EXHIBIT A
436
12 (jj) "Parcel Map" shall me an Parcel Map No. 9999, attached as Exhibit I.

Prior to the Close of Escrow, an updated Parcel Map will be recorded for the Hotel Parcel which shall include a deed restriction for a public open space on the Hotel and a right of way easement for a public roadway.

(kk) “Parking Parcel” shall mean the parcel located on the northwest corner of Railroad Avenue and North K Street in downtown Livermore and commonly known as 2080 Railroad Avenue (APN 098-0282-009-00) that Developer will purchase and use as a valet parking lot to meet the hotel’s parking requirement, which is more particularly described in Exhibit J attached to this Agreement.

(ll) "Parties" shall mean the City and the Developer.

(mm) "Party" shall mean either the City or the Developer depending on the context.

(nn) "Permitted Exceptions" shall mean the following exceptions to title with respect to the Property:

the lien of any non-delinquent property taxes and assessments;

all existing easements over, under and across the Property for ingress and egress and public utilities, which do not preclude Developer’s intended use of the Property;

any incidental easements or other matters affecting title which do not preclude or materially impair Developer’s intended use of the Property;

applicable building and zoning laws and regulations;

the provisions of this Agreement;

a deed restriction for a rooft op public open space on the Hotel and a reservation of right of way easement for the public roadway on the Property;

the Temporary Parking Lease;

other matters created by, th rough or under Developer; and

such other exceptions to title as may hereafter be mutually approved by the City and the Developer.

(oo) “Person" or "Persons" shall mean any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust or other entity, private or public with the power and authority to act and conduct business on its own behalf.

EXHIBIT A
437
13 (pp) "Pre-Construction Documents" sha ll mean collectively the final, fully executed forms of the Public Improvement Agreement, the Irrevocable Offer of Dedication for the Public Roadway, and the Joint Solid Waste Facility Agreement.

(qq) "Pro Forma" shall mean the pr eliminary sources and uses for the development of the Project delivered by the Developer under separate confidential cover.

(rr) "Project" shall mean (i) the Property and (ii) collectively, the Improvements, and the Public Improvements, as more fully set forth in the Scope of Development.
(ss) "Project Documents" shall mean the site plan, elevations and landscaping plans submitted by the Developer to enable the Developer to obtain the Entitlements, together with and all conditions of approval associated with the Entitlements.

(tt) “Promissory Note” shall mean the Promissory Note executed by the Developer to satisfy the Site Acquisition Loan for the Parking Parcel under the terms set forth in this Agreement. A form of the Promissory Note is attached to this Agreement as Exhibit K.

(uu) "Property" shall mean the City-owned Hotel Parcel located on the southeast corner of South Livermore Avenue and Railroad Avenue in downtown Livermore, as more particularly described as Parcel A and Parcel C in Exhibit A attached to this Agreement. “Property” and “Hotel Parcel” shall be used interchangeably throughout this Agreement.

(vv) "Public Improvements" shall coll ectively mean the Roadway and Frontage Improvements to S. Livermore Avenue, the On-site Public Roadway, and the Railroad Avenue Improvements as more particularly described in Exhibit L.

(ww) “Public Improvement Agreement” shall be the agreement between the City and the Developer in which the City requires as a condition precedent to the construction of the Project, the dedication of streets and public ways on the Hotel Parcel and the construction of certain on-site and off-site public improvements, substantially in conformance with the form attached as Exhibit M.

(xx) "Purchase Price" shall have the meaning set forth in Section 3.2.

(yy) "Schedule of Performance" shall mean the schedule of actions to be taken by the Parties pursuant to this Agreement to achieve the disposition of the Property to the Developer and the construction of the Project, as the same or components of the same may be extended pursuant to this Agreement. The Schedule of Performance is attached to this Agreement as Exhibit N.

(zz) "Scope of Development" shall mean the description of the Project contained in the approved Entitlements and all conditions of approvals associated with the Entitlements. The Scope of Development is attached to this Agreement as Exhibit O.

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14 (aaa) "Security Financing Interests" sha ll have the meaning set forth in Section

9.1. (bbb) “Site Acquisition Loan” shall have the meaning set forth in Article 12.

(ccc) "Temporary Parking Lease" shall me an that certain Lease for Temporary Parking for the Hotel Parcel between the City of Livermore and Developer in substantial conformance with the Temporary Parking Lease Agreement attached as Exhibit P.

(ddd) "Title Company" shal l mean the title company agreed to by the Parties.

(eee) "Title Policy" has the meaning set forth in Section 2.2(i).

(fff) "Transaction Documents" shall mean, collectively, the Parcel Map, the Lease and Operating Agreement for the Parking Parcel, the Grant Deed, the Memorandum of DDLA, the Public Improvement Agreement, and the Temporary Parking Lease for the Hotel Parcel.

(ggg) "Transfer" shall mean a transfer of this Agreement or an interest in the Developer, as more particularly described in Section 8.1.

Exhibits. The following exhibits are attached to and incorporated into this Agreement:

Exhibit A. Legal Description and Plat of the Hotel Parcel

Exhibit B. City Fees

Exhibit C. Deed of Trust

Exhibit D. Grant Deed

Exhibit E. Hotel Standard

Exhibit F. Joint Solid Waste Facility Agreement Material Terms

Exhibit G. Lease and Operating Agreement for the Parking Parcel

Exhibit H. Memorandum of DDLA

Exhibit I. Parcel Map

Exhibit J. Parking Parcel

Exhibit K. Promissory Note

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15 Exhibit L. Public Improvements

Exhibit M. Public Improvement Agreement

Exhibit N. Schedule of Performance

Exhibit O. Scope of Development

Exhibit P. Temporary Parking Lease for the Hotel Parcel

Exhibit Q. Terms and Conditions of the Deed Restriction

ARTICLE 2.

PREDISPOSITION REQUIREMENTS

City's Conditions Precedent to Clos e of Escrow. As conditions precedent to the Close of Escrow for the Property, the predisposition conditions set forth in this Section 2.1 must first be met by the times specified for such conditions in the Schedule of Performance (as such times may be extended pursuant to Section 11.4 or other provisions of this Agreement) or, if no time is so specified, on or before the Close of Escrow. Satisfaction of these conditions depends on performance by the Developer. Only the City can waive satisfaction of the conditions in this Section 2.1.

(a) The Developer has provided the C ity with the preliminary development Pro Forma setting forth the Developer's current estimate of sources and uses of funds for development of the Improvements. The Pro Forma is intended to serve as a guide for the review of the Developer's financing commitments. The Pro Forma and the information contained therein are privileged documents of the Developer containing trade secrets, private personal information, and/or the contents of real estate appraisals, engineering and/or feasibility estimates, evaluations and other proprietary information. No later than the time specified in the Schedule of Performance, the Developer has submitted a true copy of each letter of interest or letter of intent, which may be binding or non-binding, from lenders, mortgage brokers and/or equity partners to provide funds in the amounts necessary, together with the funds of Developer, to fully finance the projected costs of development of the Improvements.

(b) The Developer and the City have entered into a Lease and Operating Agreement for the Parking Parcel, in accordance with Section 12.6 of this Agreement and in substantial conformance with the Lease and Operating Agreement attached as Exhibit G.

(c) The City and Developer have entere d into a Temporary Parking Lease for the Hotel Parcel wherein the Hotel Parcel will be available for public parking until the commencement of construction of the Project, in substantial conformance with the Temporary Parking Lease Agreement attached as Exhibit P.”

(d) The Developer has obtained all Entitlements.

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16 (e) No later than the time specified in the Schedule of Performance, the Developer has obtained written approval from the City for the Draft Hotel Interior Design Proposal demonstrating comparable quality to the brands identified in the Hotel Standard.

(f) The Developer has deposited an ex ecuted counterpart of the Lease and Operating Agreement for the Parking Parcel with the Escrow Holder.

(g) The Developer has deposited an executed counterpart of the Temporary Parking Lease Agreement for the Hotel Parcel with Escrow Holder.

(h) The Developer has submitted the Developer's organizational documents to the City and the City has approved Developer's organizational structure.

(i) There is no existing, pending or th reatened litigation, suit, action or proceeding before any court or administrative agency affecting the City or the Developer or the Property that would, if adversely determined, materially adversely affect the Property or the Developer's or the City's ability to perform their obligations under this Agreement or the Developers' ability to develop and operate the Project.

(j) There shall exist no condition, event or act which would constitute a Developer Event of Default or which, upon the giving of notice or the passage of time, or both, would constitute a Developer Event of Default.

Developer's Conditions Precedent to Close of Escrow. As conditions precedent to the Close of Escrow for the Property, the predisposition conditions set forth in this Section 2.2 must first be met by the times specified for such conditions in the Schedule of Performance (as such times may be extended pursuant to Section 11.4 or other provisions of this Agreement) or, if no time is so specified, on or before the Close of Escrow. Satisfaction of these conditions in Sections 2.2(e) and 2.2(f) depends on performance by the City. Only the Developer can waive satisfaction of the conditions contained in this Section 2.2.

(a) The Developer and the City have entered into a Lease and Operating Agreement for the Parking Parcel in accordance with Section 12.6 of this Agreement and in substantial conformance with the form attached as Exhibit G.

(b) The City and Developer have entere d into a Temporary Parking Lease for the Hotel Parcel, in substantial conformance with Exhibit P wherein the Hotel Parcel will be available for public parking until the commencement of construction of the Project.

(d) The Developer has obtained written approval from the City for the Draft Hotel Interior Design Proposal demonstrating comparable quality to the brands identified in the Hotel Standard.
(e) The City has deposited an ex ecuted counterpart of the Lease and Operating Agreement for the Parking Parcel with the Escrow Holder.

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17 (f) The City has deposited an execute d counterpart of the Temporary Parking Lease Agreement for the Hotel Parcel with the Escrow Holder.

(g) There is no existing, pending or th reatened litigation, suit, action or proceeding before any court or administrative agency affecting the City or the Developer or the Property that would, if adversely determined, materially adversely affect the Property or the Developer's or the City's ability to perform their obligations under this Agreement or the Developers' ability to develop and operate the Project.

(h) There shall exist no condition, event or act which would constitute a City Event of Default or which, upon the giving of notice or the passage of time, or both, would constitute a City Event of Default.

(i) The Title Company is irrevocably and unconditionally committed to issue to Developer the Title Policy, free and clear of all liens, and subject only to the Permitted Encumbrances, within thirty (30) days of Close of Escrow. As used in this Agreement, the term "Title Policy" shall mean an ALTA extended coverage owner's policy of title insurance in the amount of the Purchase Price insuring fee simple title to the Property, subject only to the Permitted Encumbrances.

Access for Investigations. Prior to Close of Escrow and subject to the rights of any tenants occupying the Property including, the City grants to the Developer and the Developer's agents the right to enter upon the Property for the exclusive purpose of conducting geotechnical and environmental studies and investigations. Such entry shall be made only during regular business hours and upon not less than five (5) business days' advance telephonic, email, or written facsimile notice to the City's Community Development Director. Prior to exercise of the right of entry, the Developer shall provide the City with satisfactory evidence, in the form of a certificate of insurance, that the Developer's agents who obtain access to the Property are insured under comprehensive general liability and automobile liability insurance policy or policies in a manner acceptable to the City in its reasonable discretion. The Developer shall indemnify and defend the City of Livermore and its council members, officers, employees, and agents (collectively the "Indemnified Parties") against, and hold the Indemnified Parties and the Property harmless from and against, any and all costs, expenses (including, without limitation, attorneys' fees), damages, claims, liabilities, liens (including, without limitation, mechanics liens) encumbrances and charges to the extent such arise out of or are in any way directly related to any entry by the Developer or the Developer's agents upon the Property, but only to the extent such matters do not arise from the gross negligence or willful misconduct of the City or other Indemnified Party, from pre-existing conditions of the Property, or from Developer's discovery of any information potentially having a negative impact on the Property. The foregoing obligation of the Developer shall survive the expiration or termination of this Agreement. The City shall cooperate with the Developer in obtaining, for the benefit of the Developer, reliance letters from the appropriate parties with respect to any third-party reports or studies commissioned or obtained by the City with respect to the Property.

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18 ARTICLE 3.

DISPOSITION OF THE PROPERTY AND CONSTRUCTION OF JOINT SOLID WASTE

FACILITY

Purchase and Sale. Provided the pr edisposition requirements set forth in Article 2 and the additional closing conditions set forth in Section 3.4 have been satisfied or waived, the City shall sell to the Developer, and the Developer shall purchase from the City, the Property pursuant to the terms, covenants, and conditions of this Agreement.

Purchase Price. The purchase pri ce for the Property shall be $71,521. The Developer shall pay a ten (10) percent deposit at the Close of Escrow and the remainder shall be paid no later than December 31, 2025.

Opening Escrow; Costs of Escrow . To accomplish the transfer and conveyance of the Property from the City to the Developer, by the date specified in the Schedule of Performance, the Parties shall establish an escrow and execute and deliver to the Escrow Holder written instructions that are consistent with this Agreement. The City shall pay or cause to be paid (i) one half (½) of any escrow fee charged by the Escrow Holder and (ii) any and all City and County real estate documentary transfer taxes. The Developer shall pay (a) one half (½) of any escrow fee charged by the Escrow Holder, (b) all costs of the Title Policy (and any endorsements) issued based thereon, and (c) any recording fees. Each Party shall be responsible for the payment of its own attorney's fees, copying expenses and other costs incurred in connection with the negotiation of this Agreement and the consummation of the transaction contemplated hereunder. Any other closing costs and all prorations (if any) shall be split and accounted for as customary in Alameda County, California, for commercial real estate transactions.

Closing and Closing Deliverables. Subj ect to the satisfaction or waiver of the closing conditions and predisposition conditions to the Close of Escrow set forth in Section

2.1 and Section 2.2, the Close of Escrow shall occur and the City shall convey, and the Developer shall accept conveyance of, fee simple title to the Property and Appurtenances, subject only to permitted exceptions, pursuant to the Grant Deed. At or before Close of Escrow, the City and the Developer, as applicable, shall deliver to the Title Company and Escrow Holder the following:

(a) The Developer shall deposit: (i) the Pu rchase Price, (ii) originals of each of the Transaction Documents executed and acknowledged (as applicable) by the Developer, and (iii) any other documents that may be reasonably requested by the Escrow Holder and the Title Company and that are customarily delivered in connection with the closing of real estate transactions in Alameda County, and any other documents that may be necessary in order to consummate the transactions contemplated under this Agreement.

(b) The City shall deposit: (i) original s of each of the Transaction Documents executed and acknowledged (as applicable), (ii) a FIRPTA Certificate, and (iii) any other documents that may be reasonably requested by the Escrow Holder and the Title Company and that are customarily delivered in connection with the closing of real estate transactions in

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19 Alameda County, and any other documents that may be necessary in order to consummate the transactions contemplated under this Agreement.

Close of Escrow. Subject to the sa tisfaction or waiver of the closing conditions and predisposition conditions to the Close of Escrow set forth in Sections 2.1 and 2.2 and provided that all of the documents and other items set forth in Section 3.4 have been deposited with Escrow Holder, Escrow Holder shall do all of the following:

(a) Complete all blank spaces, if any, in the Transaction Documents, including the effective dates thereof;

(b) Attach to all applicable Transac tion Documents final and accurate legal descriptions consistent with the Title Policy;

(c) Deliver copies of fully executed orig inals of the Transaction Documents to the appropriate parties, including certified copies of the recordable Transaction Documents showing recording information; and

(d) Cause to be recorded or distribut ed (as set forth below) the following documents:

Record in the Official Records the Grant Deed conveying the Property to the Developer with a deed restriction for a rooftop public open space on the Hotel and a reservation of right of way easement for a public roadway. The terms and conditions of the deed restriction shall be in substantial conformance with those set forth in Exhibit Q.

Record in the Official Records the Memorandum of DDLA;

Record in the Official Record s the Offsite Hotel Stormwater Improvement Easement;

File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements;

Deliver the FIRPTA Certificate, if any, to the Developer;

Forward to both the Developer and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited with Escrow Holder, with such recording and filing date and information endorsed thereon to the extent applicable;

Issue the Title Policy to Developer or irrevocably and
unconditionally commit to issue the Title Policy to the Developer within thirty (30) days of Close of Escrow; and

Distribute or record such other documents as may be specified in the Parties' escrow instructions, if any.

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20 The date on which the Escrow Holder comple tes the recordation of all of the recordable documents listed in this Section 3.5 shall be the "Close of Escrow".

Additional Escrow Instructions. The Parties shall execute such further or additional escrow instructions as Escrow Holder may require or that any such Party desires.

Such further or additional escrow instructions shall not require the imposition of any additional obligations or liabilities on a Party, unless agreed to by the Party, and shall not modify the provisions of this Agreement (unless the Parties otherwise expressly provide for such modification in such further or additional escrow instructions).

Condition of the Property.

(a) “As Is” Conveyance.

THE DEVELOPER SPECIFICALLY ACKNOWLEDGES
AND AGREES THAT THE CITY IS CONVEYING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS AND THAT THE DEVELOPER IS NOT RELYING ON

ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) EXPRESS OR

IMPLIED, FROM CITY AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (A) THE QUALITY, NATURE, ADEQUACY

AND PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT

LIMITATION, TOPOGRAPHY, CLIMATE, AIR, WATER RIGHTS, WATER, GAS,

ELECTRICITY, UTILITY SERVICES, GRADING, DRAINAGE, SEWERS, ACCESS TO PUBLIC ROADS AND RELATED CONDITIONS); (B) THE QUALITY, NATURE,

ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND

GROUNDWATER, (C) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND

PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (D) THE

DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE,

HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR

ADEQUACY OF THE PROPERTY OR ANY PARTICULAR PURPOSE, (E) THE

ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER

PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY, (F) THE

COMPLIANCE OF THE PROPERTY OR THEIR OPERATION WITH ANY

APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES,

COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR

QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (G)

THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR

ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, AND (H) THE CONDITION OF TITLE TO THE PROPERTY. THE DEVELOPER

AFFIRMS THAT THE DEVELOPER HAS NOT RELIED ON THE SKILL OR

JUDGMENT OF THE CITY OR ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES

OR CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR ANY

PARTICULAR PURPOSE, AND THAT THE CITY MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE DEVELOPER

ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT JUDGMENT AND

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21 MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND BREADTH OF ITS

DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE

PROPERTY AND SHALL RELY UPON ITS OWN INVESTIGATION OF THE

PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE

PROPERTY (INCLUDING, WITHOUT LIMITATION, WHETHER THE PROPERTY

IS LOCATED IN ANY AREA WHICH IS DESIGNATED AS A SPECIAL FLOOD

HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT

ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY). THE DEVELOPER

UNDERTAKES AND ASSUMES ALL RISKS ASSOCIATED WITH ALL MATTERS

PERTAINING TO THE PROPERTY'S LOCATION IN ANY AREA DESIGNATED AS A

SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA,

EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY

AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY.

Developer's Release of City. Except with respect to the obligations of the City under this Agreement, the Transaction Documents and the Pre-Construction Documents, the Developer, on behalf of itself and anyone claiming by, through or under the Developer hereby waives its right to recover from and fully and irrevocably releases the City, employees, officers, directors, representatives, and agents (the "Released Parties") from any and all claims, responsibility and/or liability that the Developer may have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (i) the condition (including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or their suitability for any purpose whatsoever, (ii) any presence of Hazardous Materials, and (iii) any information furnished by the Released Parties under or in connection with this Agreement.

Scope of Release. The release se t forth in Section 3.7(a)(2) hereof includes claims of which the Developer is presently unaware or which the Developer does not presently suspect to exist which, if known by the Developer, would materially affect the Developer's release of the Released Parties. The Developer specifically waives the provision of any statute or principle of law that provides otherwise. In this connection and to the extent permitted by law, the Developer agrees, represents and warrants that the Developer realizes and acknowledges that factual matters now unknown to the Developer may have given or may hereafter give rise to such causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Developer nevertheless hereby intends to release, discharge and acquit the City from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses. Accordingly, the Developer, on behalf of itself and anyone claiming by, through or under the Developer, hereby assumes the above-mentioned risks and hereby expressly waives any right the Developer and anyone claiming by, through or under the Developer, may have under Section 1542 of the California Civil Code, which reads as follows:

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22 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR

OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Developer's Initials: __________

(b) Survival. The provisions of this section shall survive the termination of this Agreement.

Real Estate Commissions. The City shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement other than what is contemplated in the Term Sheet for the Marketing and Sale of Property; Exclusive Authorization to Sell executed by the City, Colliers International, and DTZ, and dated June 22, 2015. The Developer represents that it has not obtained or engaged the services of a real estate broker in this transaction. If a real estate commission is claimed through either Party in connection with the transaction contemplated by this Agreement, then the Party through whom the commission is claimed shall indemnify, defend and hold the other Party harmless from any liability related to such commission. The provisions of this Section shall survive termination of this Agreement.

Joint Solid Waste Facility.

(a) The Developer shall be responsib le for the design, construction and ownership of the Joint Solid Waste Facility that will provide garbage, organics and recyclable services for the Hotel, Bankhead Theater, First Street Mixed Use Commercial Projects (East and West), Livermore Valley City Center Plaza, and the Livermore Cinema. Developer shall be responsible for all service, maintenance, operation, repair, replacement and insurance of the Joint Solid Waste Facility. Developer shall be responsible for all coordination efforts with the participating property owners for the development of a solid waste disposal plan for the Joint Solid Waste Facility. The solid waste disposal plan shall be subject to approval by the City’s Community Development Director.

(b) Developer is responsible for securing the participation of the users stated above in subparagraph (a) to join the Joint Solid Waste Facility Agreement to satisfy their individual solid waste disposal needs consistent with state, county and local requirements. If after reasonable due diligence, the Developer is unable to secure all users agreement for the Joint Solid Waste Facility, the Developer shall be responsible to ensure that the Joint Solid Waste Facility provides waste disposal for all users stated above in subparagraph (a), including any users that are not parties to the Joint Solid Waste Facility Agreement, and that it is properly serviced, maintained, operated, repaired and replaced, as necessary.

(c) The Joint Solid Waste Facility sha ll replace the temporary facility located south of the Hotel and north of the First Street Mixed-Use Commercial Project (West). The Developer shall maintain access to the temporary solid waste facility during the construction of the Project until such time as the Joint Solid Waste Facility is completed and operational. Once

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23 the Joint Solid Waste Facility is operational, the Developer shall remove the temporary solid waste facility and install new landscape and irrigation connected to the City’s irrigation system at the location of the former temporary solid waste facility.

Challenge to this Agreement or the Entitlements.

(a) Stay of Schedule of Performance. In the event a claim is filed in a court of competent jurisdiction regarding the validity of this Agreement or to the City’s action in issuing any entitlements for the Project, the Schedule of Performance set forth in Exhibit N shall be stayed for the duration of litigation, as set forth in Section 11.4 or by mutual agreement of the Parties, or by other provisions in this Agreement.

(b) Election Not to Proceed. In the event a claim is filed in a court of competent jurisdiction regarding the validity of this Agreement or to the City's action in issuing the Entitlements for the Project, which claim proves successful, or in the event a referendum is initiated with respect to the validity of this Agreement or to the City's action in issuing the Entitlements for the Project, which referendum proves successful, upon sixty (60) days prior written notice the Developer may elect to not proceed with the Project. If Developer elects not to proceed with the Project pursuant to the preceding sentence, promptly following delivery of such written notice Developer will convey the Property to the City and the City will reacquire the Property and acquire the Developer's interest in Project related work product by paying the Purchase Price and Project-related development costs and expenses incurred and reasonably documented by or on behalf of the Developer up to a maximum amount of Three Hundred Thousand Dollars ($300,000). Upon the required payment by the City, the Developer will assign its interest in the plans and specifications for the Improvements and all engineering and architect contracts to the City, without representation or warranty.

Revival of 2018 Disposition and Development Agreement. The Property is identified and approved for disposition pursuant to the Long Range Property Management Plan approved by the Oversight Board for the former Redevelopment Agency of the City of Livermore, and approved by the California Department of Finance, that approved the disposition of the Property for a hotel. This Agreement is intended to fulfill and complete the agreements executed by the parties prior to September 30, 2019, and to complete disposition of the Property before December 31, 2022. In the event that a court of competent jurisdiction determines that the exceptions in Government Code section 54234(a) do not apply to this Agreement, or determines that a decision by the California Department of Housing and Community Development should be upheld to prevent the transfer of the Property pursuant to this Agreement, the Parties hereby express intent that either of those decisions will work to automatically revive the 2018 Disposition and Development Agreement that this Agreement intended to amend and restate. The Parties expressly state the intent of this Agreement relative to the Property is to amend and restate the 2018 Disposition and Development Agreement so that the transaction can b44e completed.

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24 ARTICLE 4.

DESIGN REQUIREMENTS

Design in Conformance with Projec t Documents. In designing and constructing the Project, the Developer shall cause all subsequent design documents prepared by the Developer to be substantially consistent with the Scope of Development attached as Exhibit O and the Project Documents. The Scope of Development and the Project Documents shall establish the baseline design standards from which the Developer shall prepare the Final Construction Drawings.

Additional Permits and Approvals. Within the time specified in the Schedule of Performance (as such times may be extended pursuant to Section 11.4 or by mutual agreement of the Parties or by other provisions of this Agreement), Developer shall obtain all permits and approvals necessary to construct the Improvements and Public Improvements. All applications for such permits and approvals shall be consistent with the approved Project Documents. The Developer acknowledges that execution of this Agreement by the City does not constitute approval by the City of any required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation and approval process. The City shall provide reasonable assistance to the Developer in securing such permits and approvals.

City Review. The Developer shall be solely responsible for all aspects of the Developer's conduct in connection with the Improvements and Public Improvements, including, but not limited to, the design of the Improvements and Public Improvements, the quality and suitability of the Project Documents related to the Improvements and Public Improvements, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the City with reference to the Project is solely for the purpose of determining whether the Developer is properly discharging its obligations to the City under this Agreement, and should not be relied upon by the Developer or by any third parties as a warranty or representation by the City as to the quality of the design or construction of the Improvements or Public Improvements.

ARTICLE 5.

PRECONDITIONS TO COMMENCEMENT OF CONSTRUCTION

Conditions Precedent to Commencement of Construction. As conditions precedent to the commencement of construction for the Project, the conditions set forth in this Article must first be satisfied. Satisfaction of these conditions depends on the performance by the Developer. Only the City can waive satisfaction of the conditions in this Article.

City Fees. All applicable City Fees have been paid.

Execution and Recordation of Pre- Construction Documents. As a condition to commencement of construction of the Project, each Pre-Construction Document shall have been agreed to by all applicable parties, and executed, acknowledged (as applicable) and delivered by all applicable parties, and recorded (as applicable) in the Official Records. The

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25 City and Developer shall, as of the date or dates set forth in the Schedule of Performance, cooperate in good faith to agree upon, execute, acknowledge (as applicable), deliver, and record (as applicable) each Pre-Construction Document. The Parties acknowledge and agree that, except with respect to the Joint Solid Waste Facility Agreement, the material terms of each Pre- Construction Document are set forth in the applicable Exhibits to this Agreement, and that the Parties shall not deviate from such material terms in connection with the completion of the final forms of such Pre-Construction Documents. In the event that, through no fault of Developer, any Pre-Construction Document is not agreed upon, executed, acknowledged (as applicable), delivered, and recorded (as applicable) by date or dates set forth in the Schedule of Performance, all subsequent dates in the Schedule of Performance shall be extended, day-for-day until such Pre-Construction Document is agreed upon, executed, acknowledged (as applicable), delivered, and recorded (as applicable).

(a) Public Improvement Agreement. Prior to the commencement of construction of the Project, Developer and City shall enter into a Public Improvement Agreement for the dedication of streets and public ways on the Hotel Parcel and for the construction of on- site and off-site public improvements in substantial conformance with the Public Improvement Agreement attached as Exhibit M. A fully executed Public Improvement Agreement shall be recorded in the Official Records prior to the commencement of construction of the Project.

(b) Irrevocable Offer of Dedication for Public Roadway. Developer shall grant City an irrevocable offer of dedication of a right of way easement for the public roadway generally shown on Exhibit I. An executed Irrevocable Offer of Dedication for Public Roadway, including the updated Parcel Map, shall be recorded in the Official Records prior to the commencement of construction of the Project.

Joint Solid Waste Facility Agreem ent. Prior to commencement of construction of the Project, Developer shall provide City with a fully executed Joint Solid Waste Facility Agreement. The Joint Solid Waste Facility Agreement shall include, but not be limited to, the solid waste disposal plan, performance obligations of the parties to the agreement, and a license or lease agreement from the City allowing access to the Joint Solid Waste Facility.

Building Permits. Building Permits to enable the Project to be constructed have been issued by the City or are ready to issue.

Updates to Title Policy. It is anticipated that, prior to commencing construction of the Project, Developer will obtain updates to the Title Policy necessary to reflect Security Financing Instruments and other encumbrances contemplated by this Agreement, placed in connection with the construction of the Improvements and Public Improvements. The City shall cooperate with Developer in connection with such updates to the Title Policy and any such title policies for Encumbrance Holders, including, without limitation, delivering such documents as may be reasonably requested by the Title Company with respect to the same.

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26 Hotel Standard Approval.

(a) As a condition to commencement of construction of the Project, the Developer shall provide to the City Final Hotel Interior Design Proposal, demonstrating compliance with the Hotel Standard requirements of this Agreement, meaning that the hotel meets or exceeds the standard of "Upscale" or “Upper Upscale” under the STR, Inc. Chain Scales Rating system or similar industry recognized rating system as more particularly described in Exhibit E.

(b) The City shall retain a hotel consultant to provide a written recommendation to the City on Developer’s compliance with the Hotel Standard requirements under this Agreement to ensure that the interior design quality of the Hotel shall meet or exceed the quality of the Hotel Brands identified in Exhibit E. The Developer shall be solely responsible for any and all costs associated with the hotel consultant, including but not limited to, retention of the consultant, any coordination with the City and the Developer, and any written documentation provided by the hotel consultant.

ARTICLE 6.

CONSTRUCTION OF THE IMPROVEMENTS AND PUBLIC IMPROVEMENTS

Commencement of Construction. The Developer shall commence construction of the Improvements within the time set forth in the Schedule of Performance.

Construction shall be deemed to commence on the date physical work on the Property starts pursuant to a valid Building Permit from the City.

Completion of Construction. The Deve loper shall diligently prosecute to completion the construction of the Improvements, and shall complete construction of the Improvements within the time set forth in the Schedule of Performance. The Developer shall be solely responsible for the construction of the Improvements by the time set forth for such completion in the Schedule of Performance, including all costs of design and construction.

Construction of Public Improvements. The Developer shall diligently prosecute to completion the construction of the Public Improvements, as more particularly described in Exhibit L and shall complete construction of the Public Improvements within the time set forth in the Schedule of Performance. Developer shall be solely responsible for the construction of the Public Improvements by the time set forth for such completion in the Schedule of Performance, including all costs of design and construction.

Construction Pursuant to Scope and Plans.

(a) The Developer shall construc t the Improvements and Public Improvements in accordance with the Scope of Development, the approved Final Construction Drawings, and the terms and conditions of all City and other governmental approvals.

(b) The Developer shall submit or cause to be submitted for the City approval any proposed change in the Final Construction Drawings which materially changes the size,

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27 location, or elevations of the Improvements or the Public Improvements, including the landscape and/or hardscape, or signage of the Improvements or the Public Improvements, or which materially changes the quality or appearance of the exterior materials of the Improvements or Public Improvements, or which would require an amendment to any Entitlements prior to making such change. The City shall reasonably approve or disapprove a proposed material change within fifteen (15) days after receipt by the City for any changes which are eligible for staff level approval. Any changes requiring Planning Commission or City Council review and approval will be subject to the City’s standard public hearing process. If the City rejects the proposed material change and upon the Developer's request, the City shall provide the Developer with the specific reasons therefor, and the approved Final Construction Drawings shall continue to control.

(c) No change which is required for compliance with building codes, government health and safety regulations or other applicable laws or regulations, or to comply with changes or corrections required of the Developer in the plan check process shall be deemed material. However, the Developer must submit to the City any change that is required for such compliance within ten (10) days after making such change, and such change shall become a part of the approved Final Construction Drawings, binding on the Developer.

Mechanics' Liens. The Developer shall indemnify the City and hold the City harmless against and defend the City in any proceeding related to any mechanic's lien, stop notice or other claim brought by a subcontractor, laborer or material supplier who alleges having supplied labor or materials in the course of the construction of the Improvements, or the Public Improvements, by the Developer. This indemnity obligation shall survive the issuance of a Certificate of Occupancy by the City and the termination of this Agreement.

Compliance with Applicable Law. The Developer shall cause all work performed in connection with construction of the Improvements and Public Improvements to be performed in compliance with (a) all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter, and (b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and the Developer shall be responsible for the procurement and maintenance thereof, as may be required of the Developer and all entities engaged in the work of constructing the Improvements and Public Improvements.

Progress Reports. Until a Certificate of Occupancy has been issued by the City, the Developer shall provide the City with periodic progress reports, as reasonably requested by the City (but not more than once every calendar month), regarding the status of the construction of the Improvements. Such report shall consist of an executive summary of the work to date, including, but not limited to, the causes for any delays and the work that is anticipated for the following month, a reasonable number of construction photographs taken since the last report submitted to the City, and shall be in form reasonably acceptable to the City.

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28 While the Public Improvements are being constructed, the Developer shall hold regular coordination meetings with the City.

Entry by City. Until a Certificate of Occupancy has been issued by the City, the Developer shall permit the City, upon reasonable prior notice, through its officers, agents, or employees, to enter the Property during normal business hours to inspect the work of construction to determine that such work is in substantial conformity with the Scope of Development and the approved Final Construction Drawings or to inspect the Property for compliance with this Agreement. The City is under no obligation to (a) supervise construction, (b) inspect the Property, or (c) inform the Developer of information obtained by the City during any inspection. The Developer shall not rely upon the City for any supervision or inspection.

The rights granted to the City pursuant to this Section 6.8 are in addition to any rights of entry and inspection the City may have in exercising its municipal regulatory authority.

Non-Discrimination During Construction; Equal Opportunity. The Developer (for purposes of this Section 6.9, the term "Developer" shall include Developer's contractors), for itself, its successors and assigns, and transferees agrees that in the construction of the Project provided for in this Agreement:

(a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, disability, actual and perceived, medical condition, age, marital status, sex, sexual orientation, Acquired Immune Deficiency Syndrome (AIDS), actual or perceived, or retaliation for having filed a discrimination complaint ("Nondiscrimination Factors"). The Developer will take affirmative steps to ensure that applicants are employed by the Developer or its applicable contractor or Hotel operator, and that its employees are treated without regard to the Nondiscrimination Factors during employment including, but not limited to, activities of: upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer or its applicable contractor or Hotel operator shall post in conspicuous places, available to its employees and applicants for employment, the applicable nondiscrimination clause set forth herein.

(b) The Developer will ensure that its or its applicable contractor's or Hotel operator's solicitations or advertisements for employment are in compliance with the aforementioned nondiscrimination factors.

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29 ARTICLE 7.

OBLIGATIONS WHICH CONTINUE THROUGH AND BEYOND THE COMPLETION OF

CONSTRUCTION

Hotel Use. The Developer covenants to use the Hotel Parcel only for the operation of a hotel and related amenities meeting the Hotel Standard for a term of not less than thirty (30) years following the date of the issuance of the Certificate of Occupancy without the prior written approval of the City, which shall not be unreasonably withheld or delayed.

Community Facility Maintenan ce District for Downtown Core Improvements. The Developer agrees to participate in a maintenance district or districts created to fund the maintenance of Stockmen’s Park and other designated downtown public facilities.

The Community Facility Maintenance District for Downtown Core Improvements shall be placed onto the Hotel Parcel no earlier than one (1) year following commencement of business operations of the Hotel, and shall be placed on the annual tax bill of the Hotel Parcel in the initial amount of $30,000 increasing annually at the percent year-over-year change in the Consumer Price Index for All Urban Consumers – San Francisco Area plus one percent (1%).

Maintenance. The Developer hereby agrees that, after the Close of Escrow and prior to completion of construction of the Improvements and the Public Improvements, the Improvements and the Public Improvements shall be maintained in a neat and orderly condition and in accordance with industry health and safety standards, and that, once the Hotel is completed, the Improvements and the Public Improvements shall be maintained in accordance with industry standards as to both external and internal appearance of the buildings, and common areas. The Developer shall maintain or cause to be maintained the Hotel and Onsite and Offsite Hotel Stormwater Improvements in good repair and working order, and in a neat, clean and orderly condition, including the walkways and landscaping, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, and replacements. The Developer shall not be responsible for the maintenance or replacement of the Public Improvements after permanent acceptance of the Public Improvements by the City, except as required under the conditions of approval associated with the Entitlements. In the event that there arises a condition in contravention of the above maintenance standard, then the City shall notify the Developer in writing of such condition, giving the Developer thirty (30) days from receipt of such notice to commence and thereafter diligently to proceed to cure said condition. In the event the Developer fails to cure or commence to cure the condition within the time allowed, the City shall have the right to perform all acts necessary to cure such a condition. The City shall receive from the Developer the City's reasonable cost in taking such action and shall provide reasonable evidence of such costs to the Developer.

Developer to Indemnify City.

(a) The Developer shall indemnify, defend (with counsel approved by the City) and hold harmless the City and its officials, employees, agents, consultants, and contractors (collectively, the "Indemnitees") from and against any and all liabilities, losses, costs, expenses (including without limitation attorneys' fees and costs of litigation), claims, demands, actions, suits, causes of action, writs, judicial or administrative proceedings, penalties, deficiencies, fines,

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30 orders, judgments and damages (all of the foregoing collectively "Claims") which in any manner, directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, result from, or relate to: (i) approval of this Agreement and/or the Improvements or the Public Improvements prior to the City’s acceptance for permanent maintenance; (ii) performance of this Agreement on the part of the Developer or any contractor or subcontractor of Developer; and/or (iii) the development, operation, maintenance or management of the Improvements or Public Improvements prior to the City’s acceptance for permanent maintenance, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that the City does not and shall not waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by the City.

(b) The Developer shall pay immedi ately upon the Indemnitees' demand any amounts owing under this indemnity. The duty of Developer to indemnify includes the duty to defend the Indemnitees or, at the Indemnitees' choosing, to pay the Indemnitees' costs of its defense in any court action, administrative action, or other proceeding brought by any third party arising from the Improvements. The Indemnitees shall have reasonable approval rights regarding decisions with respect to their representation in any legal proceeding, including, but not limited to, the selection of attorney(s). Developer's obligations set forth in this Section shall survive the issuance of the Certificate of Occupancy by the City, and termination of this Agreement. Notwithstanding the foregoing, Developer's indemnification obligations set forth in this Section 7.4 shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees, or any Claims arising from the activities of any Indemnitee on the Property, or any Claims arising from the breach by the City of any of its obligations under this Agreement, the Transaction Documents or the Pre-Construction Documents.

Hazardous Materials.

(a) Certain Covenants and Agreem ents. Following possession of the Property, the Developer hereby covenants and agrees that:

The Developer shall not know ingly permit the Property and Improvements or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Property in violation of any applicable law;

The Developer shall keep and maintain the Property and
Improvements and each portion thereof in compliance with, and shall not cause or permit the Property and Improvements or any portion thereof to be in violation of, any Hazardous Materials Laws;

Upon receiving actual knowledge of the same the Developer shall within ten (10) days advise the City in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Property and Improvements pursuant to any applicable Hazardous Materials

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31 Laws; (B) any and all claims made or threatened by any third party against the Developer or the Property and Improvements relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the Property in such quantities which require reporting to a government agency; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property and Improvements or Public Improvements or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property Improvements and Public Improvements under any Hazardous Materials Laws.

(b) Indemnity. Without limiting the generality of the indemnification set forth in Section 7.4, the Developer hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the City) the City, its board members, officers, and employees from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, reasonable attorney's fees and expenses), arising directly or indirectly, in whole or in part, out of: (1) the failure of the Developer, its agents, employees, or contractors to comply with any Hazardous Materials Law relating in any way whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on, under or from the Property and Improvements at any time following the Close of Escrow or the Public Improvements prior to the City’s acceptance for permanent maintenance; (2) the presence in, on or under the Property, Improvements, and Public Improvements prior to the City’s acceptance for permanent maintenance, of any Hazardous Materials or any releases or discharges of any Hazardous Materials into, on, under or from the Property; or (3) any activity carried on or undertaken on or off the Property and Improvements, subsequent to the Close of Escrow, and whether by the Developer or any employees, agents, contractors or subcontractors of the Developer at any time occupying or present on the Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Property (collectively "Indemnification Claims"). The foregoing indemnity shall further apply to any residual contamination on or under the Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. Notwithstanding the foregoing, Developer's indemnity under this Section 7.5(b) shall not apply to any Claims to the extent arising solely from the gross negligence or willful misconduct of any of the City, its board members, officers, employees, or contractors.

(c) No Limitation. The Developer hereby acknowledges and agrees that the Developer's duties, obligations and liabilities under this Agreement, including, without limitation, under Section 7.5(b) above, are in no way limited or otherwise affected by any information the City may have concerning the Project and/or the presence within the Project of

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32 any Hazardous Materials, whether the City obtained such information from the Developer or from its own investigations.

No Liability for Breaches of Secur ity. The foregoing and anything to the contrary contained in this Agreement notwithstanding, the City and Developer shall have no liability to the other Party, or any obligation to indemnify the other Party for any third party claims, for any injury to person or property caused by the acts of third persons in connection with any alleged breach of or failure to provide reasonable security, including criminal acts or other losses, nor shall this Agreement establish any duty owed in tort to, or standard of care in tort as to, either Party or any third party.

Non-Discrimination.

(a) The Developer covenants and agrees for itself, its successors and its assigns in interest to the Hotel Parcel or any part thereof, that there shall be no discrimination against or segregation of any person or persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code. All deeds, leases, or contracts for the sale, lease, sublease, or other transfer of the Hotel Parcel shall contain or be subject to the nondiscrimination or non- segregation clauses hereafter prescribed.

(b) Notwithstanding subdivision (a), wi th respect to familial status, subdivision (a) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in subdivision (a) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to subdivision (a).

CFMD Assessment. Nothing in this Agreement is intended to prevent the Developer from passing-through all or a portion of any CFMD assessment applicable to the Property to guests or other patrons of the Hotel.

Hotel Parking Requirements. The Developer's parking requirement will be satisfied through any combination of on-site parking and off-site valet parking at the parking parcel or other offsite parcels, consistent with the City’s parking requirements and as approved through the City’s entitlement process. If requested by Developer, the City will provide up to 30 parking spaces for use by the Hotel’s valet parking service in other city parking facilities, provided the valet service is available for use by the general public and is not limited to hotel guests. The City may require Developer to include additional parking spaces in their valet service to meet the demands of the general public. If the Developer meets the City’s parking requirements for the Hotel in accordance with the Downtown Specific Plan, through on-site parking, parking on the Parking Parcel, or off-site parking at other off-site parcels, Developer may propose an alternative use or development for the Parking Parcel. Any alternative use shall only be considered if the Parking Parcel is not needed to satisfy the parking requirements set

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33 forth in Sections 12.6 and12.8 of this Agreement. Any alternative use or development of the Parking Parcel shall be subject to all City laws, regulations, plans or policies, including but not limited to, the Downtown Specific Plan and the City’s entitlement process as they exist at the time a completed application for the alternative use or development is filed with the City.

ARTICLE 8.

ASSIGNMENT AND TRANSFERS

Definitions. As used in this Arti cle 8, the term “Transfer” means:

(a) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode of form, of or with respect to this Agreement, or of the Property, or any part thereof or any interest therein or of the Project constructed thereon, or any contract or agreement to do any of the same; or

(b) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to more than a fifty percent (50%) ownership interest in the Developer, or any contract or agreement to do any of the same.

Purpose of Restrictions on Transfer. This Agreement is entered into solely for the purpose of development and operation of the Improvements and Public Improvements on the Property and its subsequent use in accordance with the terms of this Agreement. The qualifications and identity of the Developer are of particular concern to the City, in view of:

(a) The importance of the redevelopmen t of the Property to the general welfare of the community; and

(b) The fact that a Transfer as define d in Section 8.1 above is for practical purposes a transfer or disposition of the Property.

It is because of the qualifica tions and identity of the Developer that the City is entering into this Agreement with the Developer and that Transfers are permitted only as provided in this Agreement.

Prohibited Transfers. The limitations on Transfers set forth in this Article 8 shall apply from the Effective Date of this Agreement until the issuance of a Certificate of Occupancy by the City. Except as expressly permitted in this Agreement, the Developer represents and agrees that the Developer has not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law, without the prior approval of the City, which shall not be unreasonably withheld, conditioned, or delayed.

Any Transfer made in contravention of this Section 8.3 shall be void and shall be deemed to be a default under this Agreement, whether or not the Developer knew of or participated in such Transfer.

Permitted Transfers. Notwithstanding the provisions of Section 8.3, the following Transfers shall be permitted (subject to satisfaction of the conditions of Section 8.5),

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34 so long as such Transfer is permitted under, and accomplished in accordance with this Agreement:

(a) Any Transfer creating a Security Fi nancing Interest (defined in Section

9.1).

(b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest.

(d) The conveyance or dedication of a portion of the Property to any public entity, including a public utility, required to allow for the development of the Project.

(e) The granting of tempor ary or permanent easements or permits to facilitate development of the Project.

(f) A Transfer to an Affiliate of Developer.

(g) Any Transfer contemplated by or permitted pursuant to any other provision of this Agreement,

(h) The lease of any space within the Hotel to a third-party operator of food or beverage services or of a gift or sundry shop.

(i) Any Transfer resulting in up to nine ty percent (90%) in the aggregate of the direct or indirect ownership or beneficial interests in Developer, provided that, following such Transfer, PresidioCo Holdings LLC, a Delaware limited liability company (or any Affiliate of such entity, “Presidio”) (which is the sole member of Developer as of the Effective Date of this Agreement) remains in Control of Developer.

(j) A Transfer otherwise approved by th e City. Developer acknowledges that the City has selected Developer to develop the Hotel Parcel based on: (1) Developer’s experience, skill and reputation in the hotel industry, at all times in keeping with applicable law, regulations and best practices; and (2) Developer’s financial resources on a local and/or corporate level to maintain the Hotel Standard and to support its indemnity provisions under this Agreement. Any transfer under this subsection (j) shall also comply with the following:

Developer shall not enter into negotiations to assign it rights or delegate, subcontract or otherwise transfer any of Developer’s obligations under this Agreement to any other person or entity for a period of three (3) years from the Effective Date of this Agreement without the consent of the City. Developer shall not assign its rights, nor delegate, subcontract or otherwise transfer any of Developer’s obligations under this Agreement to any other person or entity without the prior consent of the City Council.

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35 Developer shall pay City its r easonable expenses for attorney’s fees and investigation costs necessary to investigate the suitability of any proposed transfer, and to review and finalize any documentation required as a condition for approving such transfer.

An advance payment of one hundred thousand dollars ($100,000) towards expenses shall be paid to City prior to City consideration of any transfer request and Developer shall be responsible for paying all costs incurred by City in considering a request for transfer, including those in excess of the aforesaid deposit amount, regardless of whether City consents to the transfer.

Developer shall furnish City with audited financial statements of the proposed transferee’s operations for the immediately preceding three (3) operating years.

Developer shall furnish City with pr oof satisfactory to City: (i) that the proposed transferee has at least ten (10) years of hotel management experience on a scale equal to or exceeding the scale of operations conducted by Developer; (ii) that in the last five (5) years, the proposed transferee has not suffered any significant citations or other violations or censure from any federal, state or local agency having jurisdiction over hotel operations due to any significant failure to comply with state, federal or local applicable law and that the transferee has provided the City with a complete list of all citations, violations or censures; (iii) that the proposed transferee has conducted all hotel operations in accordance with sound management practices in full compliance with all federal, state, and local laws and (iv) that the proposed transferee’s financial resources are sufficient to ensure its ability to meet all of Developer’s obligations under this Agreement in a timely and effective manner.

Developer shall provide the City with any and all additional information, records, and/or documentation which, in the City Manager’s sole determination, would facilitate the review of the proposed transfer.

Under no circumstances shall City be obliged to consider any proposed transfer if Developer is in default at any time during the period of consideration. If, in the City Manager’s sole discretion, there is any doubt regarding the compliance of the Developer with the Agreement, City may require an audit of the Developer’s compliance and the costs of such audit shall be paid by the Developer, in advance of the performance of said audit.

The City may, in its sole discretion, waive one (1) or more of the above requirements.

Should the City consent to any transfer request, such transfer shall not take effect until all conditions relating to the City’s approval have been met.

As a condition of the City approval of a Tran sfer described in Section 8.4(f) and 8.4(g) above, the transferee must concurrently assume the obligations of the Developer under this Agreement. As a condition of the City's approval of a Transfer described in Section 8.4(f) above, the City must review and approve the transferee's organizational documents for the purposes of determining that such transferee is an Affiliate of the Developer. As a condition of the City’s approval of a Transfer described in Section 8.4(i) above, the City must review and approve Developer’s organizational documents for the purposes of determining that Presidio remains in Control.

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36 Effectuation of Permitted Transfers.

(a) Other than as permitted in Section 8. 4, no Transfer of a direct interest in this Agreement shall be permitted unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an agreement reasonably satisfactory to the City and in form recordable among the land records, expressly agrees to perform and observe, from and after the date of the Transfer, the obligations, terms and conditions of this Agreement; provided, however, that no such transferee shall be liable for the failure of its predecessor to perform any such obligation. The City shall grant or deny approval of a proposed Transfer within sixty (60) days of receipt by the City of the Developer's request for approval of a Transfer, which request shall include evidence of the proposed transferee's business expertise and financial capacity. Subject to the provisions of Section 11.6 of this Agreement, failure by the City to approve or disapprove the proposed Transfer within sixty (60) days after receipt of the Developer's written request shall be deemed to be approval of the proposed Transfer by the City.

(b) Any assignment of rights and/or delegation of obligations under this Agreement in connection with a Transfer of a direct interest in this Agreement (whether or not the City approval is required) shall be in writing executed by Developer and the assignee or transferee, which written agreement shall name the City as an express third party beneficiary with respect to such agreement (the "Assumption Agreement") with a copy thereof delivered to the City within thirty (30) days after the effective date thereof. Upon Transfer of a direct interest in this Agreement pursuant to an Assumption Agreement, the assignor shall be relieved of liability with respect to any such obligations relating to the Project accruing from and after the date of such assignment or Transfer. Notwithstanding the foregoing, unless such assignee specifically assumes pursuant to the Assumption Agreement the obligations under this Agreement to indemnify the City with respect to the Property and Improvements, the assignor will retain such obligations and remain jointly and severally liable for such indemnity obligations with such assignee; however, in the event of such an assumption of the indemnification obligation, Developer shall be released from all liability under such indemnity obligations.

ARTICLE 9.

SECURITY FINANCING AND RIGHTS OF HOLDERS

Encumbrances. Mortgages, deeds of trust, assignment of rents and security agreements, and other real and personal property security instruments to secure the funds necessary for acquisition of the Property, the construction and permanent financing of the Property, Improvements, and Public Improvements, and any other expenditures incurred in connection with the design, construction and operation of the Property, Improvements, and Public Improvements are permitted to be placed upon the Property or any personal property thereon or therein or the limited liability company interests in Developer. Such permitted security instruments and related interests shall be referred to as "Security Financing Interests".

The Developer shall promptly notify the City of any Security Financing Interest that has been or will be created or attached to Developer's fee simple interest in the Property or the limited liability company interests in Developer. The foregoing notwithstanding, until the Developer is entitled to issuance of a Certificate of Occupancy, the Developer may place Security Financing

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37 Interests only for the purpose of securing acquisition of the fee interest and for development, construction and permanent financing. As used herein: (a) “Encumbrance Holder” shall mean the holder of record of any Security Financing Interest; (b) "Foreclosure Transfer" shall mean any transfer of all or a portion of the Property or of any associated personal property or limited liability company interests in Developer pursuant to any judicial or non-judicial foreclosure or other enforcement of remedies under or with respect to a Security Financing Interest, or by voluntary deed or assignment or other transfer in lieu thereof; and "Foreclosure Transferee" shall mean any transferee (including without limitation an Encumbrance Holder) which acquires title in the Property or interest therein or of any associated personal property or of the limited liability company interests in Developer pursuant to a Foreclosure Transfer.

Holder Not Obligated to Construct. No Encumbrance Holder or Foreclosure Transferee is obligated to construct or complete any Improvements or Public Improvements, or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to permit or authorize any such Encumbrance Holder or Foreclosure Transferee to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. A Developer Event of Default or other breach will not defeat or render invalid any Security Financing Interest. No Encumbrance Holder or Foreclosure Transferee of any Security Financing Interest shall be personally liable for the performance or observance of any covenants or conditions to be performed by the Developer under this Agreement, any Transaction Document or any Pre-Construction Document unless and until such Encumbrance Holder or Foreclosure Transferee acquires the Developer's interest in the Property and at the election of Encumbrance Holder or Foreclosure Transferee enters into a new agreement with the City. The City agrees that such Encumbrance Holder or Foreclosure Transferee may sell, assign, or otherwise dispose of any interest to which it has so succeeded or which it has so acquired. Upon such sale, assignment or disposition, such Encumbrance Holder or Foreclosure Transferee shall be released from all obligations and liabilities of the Developer whatsoever arising under this Agreement, any Transaction Document or any Pre-Construction Document from and after the date of such sale, assignment or disposition.

Notice of Default and Right to Cure. Whenever the City pursuant to its rights set forth in Article 10 delivers any notice to the Developer of the occurrence of a Developer Event of Default or any other matter which may give rise to a right of termination or other claim (a "Cure Notice"), the City shall not exercise any remedy available to it unless and until each of the following have occurred: (a) a Cure Notice describing the is provided to each and every then-existing Encumbrance Holder that has notified the City in writing of (i) its interest in receiving such a notice, and (ii) its address for the receipt of such notice; and (b) such Developer Event of Default remains uncured after the expiration of the applicable cure period set forth in Section 9.4. The Cure Notice shall be sent simultaneously with any similar notice or notices of a Developer Event of Default that the City may be required to provide to Developer pursuant to Article 10. An Encumbrance Holder shall have the right and the power to cure any Developer Event of Default specified in a Cure Notice within the cure periods set forth in Section 9.4 below, and, if such Developer Event of Default is so cured, this Agreement shall remain in full force and effect. Nothing contained in this Agreement shall be deemed to permit or authorize any Encumbrance Holder or Foreclosure Transferee to undertake or continue the

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38 construction or completion of the Improvements or Public Improvements or any other work (beyond the extent necessary to conserve or protect such improvements or construction already made) without first having expressly assumed in writing the Developer's obligations to the City under this Agreement. The Encumbrance Holder in that event must agree to complete, in the manner provided in this Agreement, the construction of the Improvements and the Public Improvements. Any such Encumbrance Holder properly completing construction of the Improvements and the Public Improvements pursuant to this Section 9.3 shall assume all rights and obligations of Developer under this Agreement and shall be entitled, upon written request made to the City, to a Certificate of Occupancy from the City.

Cure of Developer Defaults. Develo per Events of Default may be cured by any Encumbrance Holder in the following manner within the following time frames:

(a) For all Developer Events of Defaul t, an Encumbrance Holder shall have (a) sixty (60) days after the later of (i) its receipt of the earliest Cure Notice issued by the City to such Encumbrance Holder setting forth such Developer Event of Default, or (ii) expiration of the applicable Cure Period set forth in Section 10.3(b) to cure such Developer Event of Default if such Developer Event of Default can reasonably be cured by an Encumbrance Holder within such sixty (60)-day period; or (b) if an Encumbrance Holder has promptly commenced to cure such Developer Event of Default within such applicable period and has been diligently prosecuting the same, but such Developer Event of Default cannot reasonably be cured by such Encumbrance Holder within such applicable period, then such Encumbrance Holder shall be provided with such additional time as is necessary to complete the cure, provided such Encumbrance Holder continues to diligently pursue such cure to completion.

(b) If a Developer Event of Default cannot practicably be cured by an Encumbrance Holder without the need for such Encumbrance Holder to obtain possession of the Property or any portion thereof or to obtain control of the Developer, or if a Developer Event of Default cannot be cured by an Encumbrance Holder (for example, the insolvency of Developer), then, in each case, if at least one Encumbrance Holder has delivered to the City within sixty (60) days after its receipt of a Cure Notice a written undertaking wherein such Encumbrance Holder agrees (1) that it will commence foreclosure proceedings forthwith, and (2) will cure or obtain an agreement from the Foreclosure Transferee that such Foreclosure Transferee will cure such Developer Event of Default (to the extent that it can be cured) upon completion of the foreclosure and the resultant Foreclosure Transfer, and if thereafter any such Encumbrance Holder actually commences foreclosure proceedings and prosecutes the same thereafter with due diligence, then the cure period shall not commence until completion of such foreclosure proceedings and the resultant Foreclosure Transfer; provided, that if said Encumbrance Holder is prevented from commencing or continuing foreclosure proceedings by any bankruptcy stay, or any order, judgment or decree of any court or regulatory body of competent jurisdiction, and said Encumbrance Holder diligently seeks release from or reversal of such stay, order, judgment or decree, then the cure period shall not commence until such stay, order, judgment or decree is released or reversed, and such foreclosure proceedings and the resultant Foreclosure Transfer are thereafter actually commenced and prosecuted thereafter with due diligence to completion.

Upon completion of any such Foreclosure Transfer, the Foreclosure Transferee (whether such Foreclosure Transferee is the Encumbrance Holder or another party) shall have until the

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39 expiration of the applicable cure periods set forth in this Section 9.4 to cure the Developer Event of Default giving rise to such Foreclosure Transfer, to the extent curable by such Foreclosure Transferee (unless such Developer Event of Default has already been cured), and any other Developer Events of Default that may then exist and be curable by such Foreclosure Transferee.

The Encumbrance Holder shall have the right to terminate its foreclosure proceedings hereunder in the event of a cure of a Developer Event of Default giving rise to such foreclosure proceedings. If an Encumbrance Holder or a Foreclosure Transferee obtains possession through foreclosure proceedings and assumes obligations to construct Improvements, the Schedule of Performance will be extended as needed to account for the time expended by such Encumbrance Holder or Foreclosure Transferee to commence and then complete such foreclosure proceedings.

Upon the curing of any Developer Event of Default by an Encumbrance Holder or Foreclosure Transferee within the time provided in this Section 9.4, the City's right to pursue any remedies for the cured Developer Event of Default shall terminate.

Failure of Holder to Complete Im provements or Public Improvements.

Subject to Section 10.3(b), in any case where after a default by the Developer in completion of construction of the Improvements or Public Improvements, under this Agreement, the Encumbrance Holder or Foreclosure Transferee, having first exercised its option to construct and also obtained possession of the Property or control of Developer, has not proceeded diligently with construction within six (6) months after obtaining possession of the Property, the City shall be afforded those rights against such Encumbrance Holder or Foreclosure Transferee it would otherwise have against the Developer under this Agreement.

Right of City to Cure. In the event of a default or breach by the Developer of a Security Financing Interest prior to the completion of construction of the Improvements or Public Improvements, and if the Encumbrance Holder or Foreclosure Transferee has not exercised its option to complete the construction of the Improvements or the Public Improvements, the City may cure such default, provided that Developer is given ten (10) days prior notice of the City’s intention to cure such default and does not thereafter immediately commence and continue with due diligence to complete to cure such default, and provided that City’s right to cure shall be coterminous with the Developer’s cure rights under the Security Financing Interest. In such event the City shall be entitled to reimbursement from the Developer of all reasonable costs and expenses incurred by the City in curing the default.

Right of City to Satisfy Other Liens. After the Close of Escrow and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Property, or any portion thereof, which is not permitted under this Agreement, and has failed to do so, in whole or in part, the City shall, upon at least ten (10) days' prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; provided, however that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount thereof and so long as such delay in payment shall not subject the Property or any portion thereof to forfeiture or sale.

Holder to be Notified. To the extent deemed necessary by the City, the Developer shall use good faith efforts to insert each applicable term contained in this Article 9

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40 related to Security Financing Interest or the rights of Encumbrance Holders into each Security Financing Interest or shall procure acknowledgement of such terms by each prospective Encumbrance Holder prior to its coming into any security right or interest in the Property or portion thereof.

Modifications. If an Encumbrance Holder should, as a condition of providing financing or funding for development of all or a portion of the Improvements, Public Improvements, or other portions of the Project, request any modification of this Agreement, the Transaction Documents or any Pre-Construction Agreement in order to protect its interests in the Project, the City shall consider such request in good faith consistent with the purpose and intent of this Agreement and the rights and obligations of the Parties under this Agreement. In addition, the City agrees to cooperate reasonably with each Encumbrance Holder or prospective Encumbrance Holder in confirming or verifying the rights and obligations of each Encumbrance Holder under this Agreement, the Transaction Documents or the Pre-Construction Documents.

Estoppel Certificates. Either Party, at any time and from time to time following Close of Escrow, within fifteen (15) days of receipt of a written request from the other Party, shall execute and deliver to such Party a written statement that, to the knowledge of the certifying Party (i) this Agreement, the Transactions Documents and the Pre-Construction Documents are in full force and effect and binding obligation of the Parties, (ii) this Agreement, Transaction Documents and the Pre-construction Documents have not been amended or modified, or if so amended or modified, identifying the amendments or modifications, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

Participation in Insurance and Conde mnation Proceedings. It is agreed, notwithstanding any other provision of this Agreement to the contrary, that, at all times while a Security Financing Interests remains in effect, all policies of insurance required to be maintained by Developer under this Agreement or otherwise in effect for the Project contain a standard mortgagee protection endorsement, and the Encumbrance Holder shall be entitled to hold the originals of all such policies. The Encumbrance Holder shall be entitled to participate in the settlement or adjustment of any losses covered by such policies of insurance and no such settlement or adjustment shall be accepted or approved without the specific consent in writing of such Encumbrance Holder. In addition, at all times while a Security Financing Interests remains in effect, the Encumbrance Holder shall be entitled to participate in any settlement of or any stipulation of judgment with respect to any condemnation proceeds affected all or any portion of the Property or any agreement to sell all or any portion of the Property in lieu of condemnation, and no such settlement, stipulation or agreement shall be made or entered into without the specific consent in writing of such Encumbrance Holder.

Multiple Encumbrance Holders. If at any time there is more than one Security Financing Interest constituting a lien on the Project or any interest therein, the lien of the Encumbrance Holder prior in time to all others shall be vested with the rights under this Article 9 to the exclusion of the holder of any other Security Financing Interest; provided, however, that if the holder of a senior Security Financing Interest fails to exercise the rights set forth in this Article 9, each holder of a junior Security Financing Interest shall succeed to the

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41 rights set forth in this Article 9 only if the holders of all Security Financing Interests senior to it have failed to exercise the rights set forth in this Article 9.

ARTICLE 10.

DEFAULT AND REMEDIES

Application of Remedies. The provisions of this Article 10 shall govern the Parties' remedies for breach of this Agreement.

Fault of City.

(a) Event of Default. Following notice a nd cure as set forth in Section 10.2(b) below, each of the following events constitutes a "City Event of Default" and a basis for the Developer to take action against the City:

The City fails to convey the Property as provided in this Agreement and the Developer is otherwise entitled by this Agreement to such conveyance.

The City breaches any other mate rial provision of this Agreement.

(b) Notice and Cure Procedure; Remedies . Upon the occurrence of any of the above-described events, the Developer shall first notify the City in writing of its purported breach or failure, giving the City thirty (30) days from receipt of such notice to cure such breach or failure. In the event the City does not then cure the default within such thirty (30)-day period (or, if the default is not reasonably susceptible of cure within such thirty (30)-day period, the City fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the Developer shall be entitled to any rights afforded it in law or in equity by pursuing any or all of the following remedies: (1) terminating this Agreement by written notice to the City; (2) prosecuting an action for damages (excluding punitive damages and consequential damages); or (3) seeking any other remedy available at law or in equity (excluding punitive damages and consequential damages), including, without limitation, an action for specific performance.

Fault of Developer.

(a) Event of Default. Following notice a nd cure as set forth in Section 10.3(b) below, each of the following events individually constitutes a "Developer Event of Default" and a basis for the City to take action against the Developer:

The Developer does not attempt diligently and in good faith to cause satisfaction of the conditions in Article 2 benefiting the Developer within the reasonable control of the Developer by the time set forth in the Schedule of Performance.

The Developer fails to constr uct the Improvements and Public Improvements, in accordance with Article 6 within the time set forth in the Schedule of

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42 Performance, as set forth in Exhibit N, as such times may be extended pursuant to Section 11.4 or by mutual agreement of the Parties.

The Developer has breached its obligations under Section 7.1.

Prior to the issuance of a Certif icate of Occupancy for the Hotel, the Developer attempts or completes a Transfer except as permitted under Article 8.

The Developer's: (1) filing for bankruptcy, dissolution, or reorganization, or failure to obtain a full dismissal of any such involuntary filing brought by another party before the earlier of final relief or ninety (90) days after the filing; (2) making a general assignment for the benefit of creditors; (3) applying for the appointment of a receiver, trustee, custodian, or liquidator, or failure to obtain a full dismissal of any such involuntary application brought by another party before the earlier of final relief or ninety (90) days after the filing; (4) insolvency as evidenced by an entered decree by a court of competent jurisdiction; or (5) failure, inability or admission in writing of its inability to pay its debts as they become due.

Following the Close of Escrow and prior to the issuance of a Certificate of Occupancy for the Hotel, the Developer defaults under any Security Financing Interest, has not cured such default within the applicable cure period contained in such agreement evidencing such Security Financing Interest and the applicable Encumbrance Holder has elected in writing to accelerate the debt secured by such Security Financing Interest.

The Developer breaches any ot her material provision of this Agreement.

(b) Notice and Cure Procedure. Upon the happening of any of the above- described events the City shall first notify the Developer in writing of its purported breach or failure, giving the Developer thirty (30) days from receipt of such notice to cure such breach or failure. If the Developer does not cure the default within such thirty (30)-day period (or if the default is not reasonably susceptible of being cured within such thirty (30)-day period, the Developer fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the City shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: (1) terminating this Agreement by written notice to the Developer; (2) prosecuting an action for damages (excluding specific performance, punitive damages and consequential damages); or (3) seeking any other remedy available at law or in equity (excluding punitive damages and consequential damages). If the City elects to terminate this Agreement, the provisions of this Agreement that are specified to survive such termination shall remain in full force and effect.

Right of Reverter. Following the Cl ose of Escrow, if the Developer fails to commence the construction of the Improvements or Public Improvements by the Outside Date (as the Outside Date may be extended pursuant to Section 11.4 or other provisions of this Agreement), then the City may, in addition to other rights granted in this Agreement, re-enter and take possession of the Property with all improvements on the Property, and revest in the City the estate previously conveyed to the Developer by the City with respect to the Property subject

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43 to the provisions set forth below. The City's rights under this Section 10.4 shall terminate and be of no further force and effect once the Developer commences construction of the Improvements.

The interest created pursuant to this Secti on 10.4 shall be a "Power of Termination" as defined in California Civil Code Section 885.010. The City's Power of Termination shall be subordinate and subject to and be limited by and shall not defeat, render invalid, or limit:

(a) Any Security Financing Instrument with respect to the Property; or

(b) Any rights or interests provided in th is Agreement for the protection of the holder of a Security Financing Interest with respect to the Property.

Upon revesting in the City of title to the Property as provided in this Section 10.4, the City shall, pursuant to its responsibilities under state law, use its best efforts to resell the Property as soon as possible, in a commercially reasonable manner and consistent with the objectives of such law, to a qualified and responsible party or parties (as reasonably determined by the City) who will assume the obligation of making or completing such improvements as are acceptable to the City in accordance with the uses specified for the Property and in a manner satisfactory to the City. Upon such resale of the Property the proceeds thereof shall be applied as follows:

First to reimburse the City on its own behalf for all costs and expenses incurred by the City, including but not limited to salaries of personnel and legal fees incurred in connection with the recapture, management, and resale of the Property (but less any income derived by the City from any part of the Property in connection with such management); all taxes, installments of assessments payable prior to resale, and water and sewer charges with respect to the Property (or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership by the City, an amount equal to the taxes, assessments, or charges that would have been payable if the Property was not so exempt); any payments made or necessarily to be made to discharge any encumbrances or liens existing on the Property at the time of revesting of title in the City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; expenditures made or obligations incurred with respect to the making or completion of the Property or any part thereof; and any amounts otherwise owing the City by the Developer and its successors or transferee.

Second, to reimburse the Develope r, its successor or transferee, up to the amount equal to the Purchase Price for the Property, plus the fair market value of the improvements the Developer has placed on the Property, less any funds paid by the City to remove any encumbrances or liens and gains or income withdrawn or made by the Developer from the Property, or the Improvements or Public Improvements thereon. Notwithstanding the foregoing, the amount calculated pursuant to this paragraph (2) shall not exceed the fair market value of the Property together with the Improvements and Public Improvements thereon as of the date of the default or failure which gave rise to the City's exercise of the right of reverter.

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44 Third, any balance remaining af ter such reimbursements shall be retained by the City as its property.

The rights established in this Section 10.4 are to be interpreted in light of the fact that the City will convey the Property to the Developer for development and not for speculation.

Rights and Remedies Cumulative. Except as otherwise provided, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise any right or remedy shall not preclude the exercise, at the same time or different times, of any right or remedy for the same default or any other default.

Survival. Upon termination of this Agreement under this Article 10, the following provisions of this Agreement shall survive: Section 2.3, Section 3.7, Section 3.8, Section 3.9, Section 6.5, Section 7.4, Section 7.5, Section 8.5, and Article 12. This Section 10.6 exists for reference purposes only, and does not alter the scope or nature of the surviving provisions.

ARTICLE 11.

GENERAL PROVISIONS

Identity of Developer. The Develope r represents and warrants to the City as of the Effective Date and as of the Close of Escrow, as follows:

(a) Organization. The Developer is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware with full power and authority to conduct its business as presently conducted and to execute, deliver and perform its obligations under this Agreement.

(b) Authorization. The Developer has taken all necessary action to authorize its execution, delivery and, subject to any conditions set forth in this Agreement performance of the Agreement. Upon the Effective Date of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to all applicable bankruptcy laws and laws affecting the rights of creditors generally.

(c) No Conflict. The execution, delivery and performance of this Agreement by the Developer does not and will not conflict with, or constitute a violation or breach of, or constitute a default under (i) the charter or incorporation documents of the Developer, (ii) any applicable law, rule or regulation binding upon or applicable to the Developer, or (iii) any material agreements to which the Developer is a party.

(d) No Litigation. To the Developer's actual knowledge, there is no pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the Developer or the Property that would, if adversely determined, materially and adversely affect the Developer or the Property or the Developer's ability to perform its obligations under this Agreement or to develop and operate the Project.

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45 (e) No Material Adverse Change. There has been no material adverse change in the financial condition of the Developer since the Effective Date.

(f) Default Under Other Agreements. There is no event, act or omission which constitute, or but for the passage of time or the giving of notice, or both, would constitute a breach, violation or default by Developer under any agreement materially related to the development or operation of the Property, Improvements, or Public Improvements, including but not limited any other partnership agreement, joint venture agreement, or loan agreement.

Until the Close of Escrow, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 11.1 not to be true, immediately give written notice of such fact or condition to the City. Upon the Developer's Transfer prior to the Close of Escrow, the Developer shall cause the Developer's assignee to update the representations and warranties set forth above.

Notices, Demands and Communications. Formal notices, demands, submittals and communications between the City and the Developer shall be sufficiently given if, and shall not be deemed given unless, delivered personally, or dispatched by certified mail, return receipt requested, or by reputable overnight delivery service with a receipt showing date of delivery, to the principal offices of the City and the Developer as follows:

City: City of Livermore
1052 S. Livermore Avenue
Livermore, California 94550
Attn: City Manager

Developer

2205 Railroad Avenue LLC
262 Glorietta Blvd.

Orinda, CA 94563
Attn: Rikesh Patel

With a copy to: Murphy Austin Adams Schoenfeld LLP
555 Capitol Mall, Suite 850
Sacramento, CA 95814
Attn: Vincent Won
g , Esq.

Such written notices, demands, and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section 11.2. Delivery shall be deemed to have occurred at the time indicated on the receipt for delivery or refusal of delivery.

Non-Liability of Officials, Employees and Agents. No member, partner, beneficial interest holder, official, employee, officer, consultant, counsel, or agent of a Party

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46 shall be personally liable to the other Party, or any successor in interest to the other Party, in the event of any default or breach or for any amount or on any obligation under the terms of this Agreement.

Enforced Delay. In addition to specific provisions of this Agreement, performance by any Party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement or the Schedule of Performance shall be extended, where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics or pandemics, including the Covid-19 pandemic; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority (except for restrictions or priorities established by the Party required to perform the action required under this Agreement); litigation; unusually severe weather; inability to secure necessary labor, materials or tools; or acts or the failure to act of the City or any other public or governmental agency or entity including breaches by the City under this Agreement, any Transaction Document or Pre-Construction Agreement; or any other cause beyond the affected Party's reasonable control (except that acts or the failure to act of a Party shall not excuse performance by such Party, including without limitation the Developer's inability to obtain financing for the Project or the economic infeasibility of the Project) ("Force Majeure"). An extension of time for Force Majeure shall only be for the period of the enforced delay, which period shall commence to run from the time of the notification of the delay by the Party requesting the extension to the other Party. The Party requesting an extension of time under this Section 11.4 shall give notice promptly following knowledge of the delay to the other Party. If, however, notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after knowledge of the commencement of the delay, the period shall commence to run upon the earlier of (i) thirty (30) days prior to the giving of such notice or (ii) the date that the other Party received knowledge of the events giving rise to the delay.

Delegation of Authority. Upon appr oval of this Agreement by the City Council, the City Manager is authorized to execute any and all Pre-Construction Documents and Transaction Documents on behalf of the City, including but not limited to the updated Parcel Map.

Submittals and Approvals. Various submittals are required by the Developer pursuant to this Agreement. As expressly provided by this Agreement, the City shall approve or disapprove certain submittals from Developer within specified timeframes or else such submittal shall be deemed approved by the City. Notwithstanding the provisions for deemed approval, no submittal or matter shall be deemed approved unless the request for approval contains the following provision, in bold print with the appropriate time period stated:

NOTICE IS HEREBY GIVEN THAT PURSUANT TO SECTION __ OF

THE DDLA THAT FAILURE TO APPROVE OR DISAPPROVE THE REQUESTED MATTER WITHIN __ DAYS SHALL BE DEEMED AN APPROVAL.

Inspection of Books and Records. The City has the right at all reasonable times and upon five (5) business days prior written notice to inspect the books, records and all

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47 other documentation of the Developer pertaining to its obligations under this Agreement. Such books, records and documentation are privileged documents of the Developer containing trade secrets, private personal information, and/or the contents of real estate appraisals, engineering and/or feasibility estimates, evaluations, and other proprietary non-public information.

Title of Parts and Sections. Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of its provision. References to "Articles" and "Sections" are to sections of this Agreement, unless otherwise specifically provided.

Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

Severability. If any term, provisi on, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, each Party shall bear their own attorneys' fees and no attorneys' fees may be awarded to the Party prevailing in the action.

Binding Upon Successors; Covenants to Run with Land. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the Parties; provided, however, that there shall be no Transfer except as permitted in under the terms of this Agreement. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor, successor, or assign of such Party who has acquired an interest in compliance with the terms of this Agreement or under law.

The terms of this Agreement shall run with the land, and shall bind all successors in title to the Property until the termination of this Agreement, except that the provisions of this Agreement that are specified to survive termination of this Agreement shall run with the land in perpetuity and remain in full force and effect following such termination. Every contract, deed, or other instrument hereafter executed covering or conveying the Property, or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases the Property, or the applicable portion of the Property, from the requirements of this Agreement.

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

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48 Entire Understanding of the Parties. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the conveyance of the Property and the development of the Project.

Counterparts. This Agreement ma y be executed in counterparts and multiple originals.

Amendments. The Parties can amend this Agreement only by means of a writing signed by both Parties.

Recordation of Memorandum of DDLA. The Parties consents to the recordation of the Memorandum of DDLA in the Official Records against the Developer's interest in the Property.

Standard of Approval. Any consents or approvals required or permitted under this Agreement shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies.

Effectiveness of Agreement. This Agreement is dated for convenience only and shall only become effective on the Effective Date.

Interpretation. The use in this Agreement of the words “including”, “such as” or words of similar import when following any general term, statement or matter shall not be construed to limit such statement, term or matter to the specific statements, terms or matters, whether or not language of non-limitation, such as “without limitation” or “but not limited to”, or words of similar import, is used with reference thereto.

No Gift or Dedication. Except as ot herwise specified in the Parcel Map or deed restriction requiring a rooftop public open space on the Hotel, this Agreement shall not be deemed to be a gift or dedication of any portion of the Property to the general public, for the general public, or for any public use or purpose whatsoever. Except as otherwise specified above, Developer shall have the right to prevent or prohibit the use of or access to any portion of the Hotel by any member of the general public.

ARTICLE 12.

SITE ACQUISITION LOAN

Loan amount. The City shall make a loan to the Developer in the principal amount of $1,923,750 (“Site Acquisition Loan”). The Site Acquisition Loan shall be evidenced by the Promissory Note and a Deed of Trust, in the forms attached as Exhibit K and Exhibit C.

Use of Loan Funds. The Developer is assuming the Site Acquisition Loan to fund the acquisition of the Parking Parcel to help satisfy a portion of the parking requirements in the conditions of approval for the Hotel. All loan funds transferred or provided for the Site Acquisition Loan shall be used exclusively for Developer to acquire the Parking Parcel. The

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49 Developer understands that any other use of the Site Acquisition Loan funds shall be deemed an Event of Default under Section 12.13 of this Agreement and subjects the Developer to all legal remedies.

Loan term. The term of the loan shall start on the date of loan dispersal and terminate no later than December 31, 2025.

Interest. The Site Acquisition Loan shall bear annual simple interest at rate of 3.5%, except that the Default Interest rate shall be the amount set forth in Section 12.5 shall apply in a Loan Event of Default defined in Section 12.13.

Default Interest Rate. In the event of a Loan Event of Default as set forth in Section 12.13, the principal balance of the Site Acquisition Loan will bear interest at the default interest rate of the lesser of ten percent (10%), compounded annually, or the highest rate permitted by law as set forth in the Promissory Note (the “Default Interest Rate”).

Loan conditions to Disbursement. Developer agrees to lease the Parking Parcel to the City at no cost for use as a temporary overflow public parking lot for a period of up to three years from the execution of the Lease and Operating Agreement for the Parking Parcel, or until construction of the Hotel is at least 40 percent complete, whichever is earlier. However, at a minimum, the City shall be permitted to use the Parking Parcel until September 30, 2024.

The City may relinquish its use of the Parking Parcel prior to this time if it is no longer needed for temporary overflow parking. Once the City’s right to use the property has lapsed, Developer may at any time submit a written notice to the City that the lease will be terminated within 30 days to allow Developer to begin construction of permanent parking improvements.

Security. The Developer shall s ecure its obligation to repay the Site Acquisition Loan, as evidenced by the Promissory Note, by executing the Deed of Trust and recording it as a lien against the Parking Parcel.

Use of the Parking Parcel. The Deve loper agrees to use the Parking Parcel to satisfy a portion of the parking requirements identified in the conditions of approval for the Hotel.

Requirements. The Deed of Trust shall be recorded against the Parking Parcel in the Official Records of Alameda County once this Agreement is executed and when all of the condition precedents are satisfied:

(a) There exists no act, failure, omission or condition that would constitute an event of default under this Agreement;

(b) Requested information has been fu rnished by the Developer to the City prior to the date of this Agreement;

(c) The Developer has executed and deli vered to the City all other documents, instruments, and policies required under the Agreement;

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50 (d) A title insurer reasonably acceptable to the City is unconditionally and irrevocably committed to issuing a 2017 ALTA Lender's Policy of insurance ensuring the priority of the Deed of Trust in the amount of the Site Acquisition Loan on the Parking Parcel subject only to such exceptions and exclusions as may be reasonably acceptable to the City, and containing such endorsements as the City may reasonably require; and

(e) The undisbursed proceeds of the Si te Acquisition Loan, together with other funds or firm commitments for funds that the Developer has obtained in connection with the acquisition of the Parking Parcel, are not less than the amount that City determines is necessary to acquire the Parking Parcel.

Disbursement. As instructed by the De veloper, the City shall disburse the principal amount of the Site Acquisition Loan to help facilitate the Developer’s acquisition of the Parking Parcel.

Loan repayment. The Site Acquisition Loan shall be repaid as follows:

(a) Payments. Payments shall be in la wful money of the United States of America and delivered to the City at 1052 South Livermore Avenue, Livermore, California 94550, Attn: Community Development Director, or such other address and/or designee as the City may provide in writing. Any payments made by the Developer pursuant to this Section shall be applied first to pay current interest due, if any, then the cumulative interest owed, if any, then to reduce the principal amount of the Site Acquisition Loan.

(b) Payment Schedule. Developer sh all make a lump sum payment of all principal and interest accrued within three months of the completion of Hotel construction, as determined by issuance of the certificate of occupancy, or by December 31, 2025, whichever is sooner.
(c) Prepayment. No prepayment penalty shall be charged to the Developer for payment of all or any portion of the Site Acquisition Loan amount prior to the end of the Term.

(d) Payment in Full. The Developer shall pay the entire outstanding principal balance of the Site Acquisition Loan, together with interest accrued thereon and all other sums accrued, no later than the Maturity Date defined in the Promissory Note. The City shall have the right to accelerate the Maturity Date and declare all sums payable under the Promissory Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of a Loan Event of Default defined in Section 12.13. All principal and accrued interest on the Site Acquisition Loan is due in full on the earlier to occur of (i) the date of any Transfer, as defined in Section 8.1, not authorized by City, (ii) the date of any default, or (iii) the expiration of the loan term.

Maintenance and Damage; Hazardous Materials. During the term of the Site Acquisition Loan, and prior to its full repayment, the Developer shall maintain the Parking Parcel in good repair and in a neat, clean, and orderly condition. If there arises a condition in contravention of this requirement that has not been cured after notice from the City, then in addition to any other rights available to the City, the City shall have the right to perform all acts

EXHIBIT A
475
51 necessary to cure such condition at the Developer’s expense, and to establish or enforce a lien or other encumbrance against the Parking Parcel. The Developer’s covenants and agreements for hazardous materials for the Property in Section 7.5 of this Agreement shall also apply to the Parking Parcel, and the Developer hereby makes those same covenants and agreements for the Parking Parcel.

Event of Default – Site Acquisition Lo an. In addition to the defaults and remedies in Article 10 of this Agreement for an event of default, the following events shall constitute an event of default under the Site Acquisition Loan or any Loan Documents (a “Loan Event of Default”):

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

(b) A transfer occurs in violation of Article 8;

(d) The Developer fails to pay prior to delinquency taxes or assessments due on the Improvements or fails to pay when due any other charge that may result in a lien on the Property or the Improvements, and Developer fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;

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

(f) Any representation or warranty cont ained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made and continues to be materially averse to the City;

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

(h) A court of competent jurisdiction sh all have made or entered any decree or order (i) adjudging the Developer to be bankrupt or insolvent, (ii) approving as properly filed a

EXHIBIT A
476
52 petition seeking reorganization of the Developer or seeking any arrangement for Developer under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (iii) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (iv) directing the winding up or liquidation of the Developer, in each case if such decree, order, petition, or appointment is not removed or rescinded within ninety (90) days;

(i) The Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure pursuant to paragraphs (g) or (h) above or pursuant to any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution;

(j) The Developer shall have volunt arily suspended its business or the Developer shall have been dissolved or terminated;

(k) An event of default arises under any Loan Document and remains uncured beyond any applicable cure period.

The Developer fails to make a ny payment required for the Site Acquisition Loan within ten (10) days after the date when due as set forth in section 12.11.

Any representation or warrant y made by the Developer in any document for the Site Acquisition Loan proves to have been incorrect in any material respect when made.

Without the City’s prior written consent, the Developer transfers, or authorizes the transfer of, funds in any account required or authorized by this Agreement.

Either the Deed of Trust for the Site Acquisition Loan ceases to constitute a valid and indefeasible perfected lien on the Parking Parcel, or the Agreement ceases to constitute a valid and indefeasible perfected lien on the Property, subject only to permitted exceptions to title for the Parking Parcel and Permitted Exceptions for the Property.

Notice and Cure Procedure. Upon the happening of any of the above- described events the City shall first notify the Developer in writing of its purported breach or failure, giving the Developer thirty (30) days from receipt of such notice to cure such breach or failure. If the Developer does not cure the default within such thirty (30)-day period (or if the default is not reasonably susceptible of being cured within such thirty (30)-day period, the Developer fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the City shall be afforded all of its rights at law or in equity by taking any or all of the remedies set forth in Sections 12.15 and 12.16.

EXHIBIT A
477
53 Specific Remedies for Site Acquisition Loan Event of Default. During the pendency of an uncured Event of Default for a Loan Document, the City may exercise any right or remedy available under this Agreement or any other Loan Document or at law or in equity, including taking possession of the Parking Parcel. All of the City’s rights and remedies following an Event of Default are cumulative, including:

(a) The City at its option may declar e the unpaid principal balance of the Promissory Note, together with default interest as provided in the Promissory Note and any other charges due under the Promissory Note and the other Loan Documents, immediately due and payable without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which Developer expressly waives.

(b) The City at its option may te rminate all commitments to make Disbursements or to release the Parking Parcel from the Deed of Trust, or, without waiving the Event of Default, the City may determine to make further Disbursements or to release all or any part of the Parking Parcel from the Deed of Trust upon terms and conditions satisfactory to the City in its sole discretion.

(d) The City, either directly or through an agent or court-appointed receiver, may take possession of the Parking Parcel and enter into contracts and take any other action the City deems appropriate.

(e) The City may apply to any court of competent jurisdiction for specific performance, or an injunction against any violation, of this Agreement or for any other remedies or actions necessary or desirable to correct Developer’s noncompliance with this Agreement for the Site Acquisition Loan for the Parking Parcel.

(f) Upon the occurrence of an Event of Default, the unpaid principal balance of the Promissory Note, together with default interest as provided in the Promissory Note and any other charges due under the Promissory Note and the other Loan Documents will become due and payable automatically.

(g) All costs, expenses, charges and ad vances of the City in exercising its remedies or to protect the Parking Parcel will be deemed to constitute a portion of the principal balance of the Promissory Note, even if it causes the principal balance to exceed the face amount of the Promissory Note, unless Developer reimburses the City within ten (10) days of the City’s demand for reimbursement.

City Right’s Upon Default. If, in the City’s sole discretion, the Developer fails to observe or perform any condition contained in Article 12, or take diligent action towards the cure or remedy of such event, for a period of sixty (60) days after written notice from the City specifying such failure and requesting that it be cured, such event shall be deemed a default under the Site Acquisition Loan and the City shall be entitled, and in addition to all other

EXHIBIT A
478
54 remedies provided by law or in equity, to compel specific performance by the Developer of its obligations under the Site Acquisition Loan, including taking possession of the Parking Parcel.

Any investor limited partner of the Developer or Developer’s assignee shall have the same notice and cure rights granted to the Developer, and any cure tendered by such investor shall be accepted or rejected on the same basis as if tendered by Developer.

Non-Recourse. Except as provided in this subsection, neither the Developer, nor any director or indirect member or interest holder of or in the Developer, shall have any direct or indirect personal liability for payment of the principal of, and interest on, the Site Acquisition Loan. Following recordation of the Deed of Trust, the sole recourse of the City with respect to the principal of, and interest on, the Promissory Note and defaults by the Developer for the use of the Parking Parcel shall be to the Parking Parcel described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (i) limit or impair the enforcement against all such security for the Promissory Note of all the rights and remedies of the City against Developer thereunder, or (ii) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Promissory Note as demand for money against Developer within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Promissory Note and the performance of the Developer’s obligations under the Deed of Trust for the Parking Parcel, except as hereafter set forth; nothing contained herein is intended to relieve the Developer of its obligation to indemnify the City under any article or section of this Agreement, or liability for (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Parking Parcel that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Developer other than in accordance with the Deed of Trust; and (iv) the misappropriation of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Parking Parcel.

Affiliate Assignment and Assumptio n. The Developer’s rights and obligations in this Agreement related to the Site Acquisition Loan, the acquisition of the Parking Parcel, and for the Lease and Operating Agreement for the Parking Parcel may be collectively assigned to and assumed by an Affiliate provided that: (i) the Affiliate is also an Affiliate of PresidioCo Holdings LLC; (ii) the Affiliate acquires the Parking Parcel and becomes its owner of record; and (iii) the City Manager provides prior written approval for the Developer’s assignment and the Affiliate’s’ assumption. In the event such assignment and assumption is approved in writing by the City Manager, then the identity of the Affiliate will be inserted in place of the Developer in the Deed of Trust, the Lease and Operating Agreement for the Parking Parcel, and the Promissory Note attached respectively as Exhibits C, G, and K to this Agreement.

Even if an assignment and assumption is approved in writing by the City Manager, the Developer shall remain fully responsible for compliance by its Affiliate with all the terms of this Agreement including those related to the Site Acquisition Loan, Lease and Operating Agreement for the Parking Parcel, the Deed of Trust, and the Promissory Note, regardless of the terms of any agreement between Developer and its Affiliate.

EXHIBIT A
479
55 Survival. The foregoing obligations in this Article 12 shall survive the expiration or termination of this Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

EXHIBIT A
480
56 WHEREFORE, the Parties have executed this Agreement as of the date first above written.

Date:

City:

City of Livermore, a municipal corporation

By:

Marc Roberts
Its: City Manager

APPROVED AS TO FORM

By:

Sr. Assistant/City Attorney

Date:

Developer:
2205 Railroad Avenue LLC,
a Delaware limited liability company

By: PresidioCo Holdings LLC,
a Delaware limited liability company,
its manager

By:

Name:

Title:

Rikesh Patel
Authorized Party
January 6, 2022

EXHIBIT A
481

LEGAL DESCRIPTION HOTEL PARCEL
PARCEL A & SUBSURFACE PARCEL C – PARCEL MAP 9999

REAL PROPERTY SITUATED IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL A AND SUBSURFACE PARCEL C, OF PARCEL MAP NO. 9999,

RECORDED
October 3, 2018, IN BOOK 340 OF MAPS AT PAGES 86-89, ALAMEDA COUNTY RECORDS.

PARCEL A CONTAINING 53,126 SQUARE FEET OF LAND MORE OR LESS SUBSURFACE PARCEL C CONTAINING 50,963 SQUARE FEET OF LAND MORE OR LESS

EXHIBIT A
482

EXHIBIT A
483

EXHIBIT A
484
LOCATION:

BUSINESS NAME:

APPLICANT:

PROJECT ASSUMPTIONS: PROJECT INFORMATION

1. City fees based upon adopted Development Fees tables effective JULY 1, 2021 a Final fee to be determined at Building Permit Non-City fees based upon adopted Zone 7 fee tables effective January 1, 2021 and TVTD fees effective July 1, 2021 b Downtown Revitalization Fee credit will be given for the agreed upon cost of First Street Improvements

2. Estimated new impervious surface for entire site: 43,724 sf (stormwater plan submitted 7-19-2019) Currently $777,000 Downtown Revitalization Fee credits available on a first come first serve basis Credits may no longer be available at the time of Building Permit

4. Not Used c Based on meters shown on current plan set. Final WM fees to be determinded at building permit

5. Sanitary Sewer Fee is based upon the "Mixed Use Rate" because it is within Downtown Core Area d Based on SF for Mixed Use, Residential and Garage shown on plans

6. Water Service: e Final fee to be determined at final map a. 2205 Railroad Avenue has : 2 - 5/8" WM f Assumed Building Construction type "VA" - Estimated Building Valuation - $14,146,122.00

7. Estimate does not include Cal Water connection and meter fees

8. Estimated credits based on existing uses.

9. TVTD fees based upon other use peak hour trips
a. Per 9th Edition ITE Manual the average am/pm weekday peak hour trips is (.53 am + .60 pm = 1.13 total /2 = 0.565) b. total peak hour trips is (.565 avg am/pm peak hr trips/room x 135 rooms) = 76.275 avg am/pm peak hour trips

10. Social and Human Services Facility Fee based upon "other non-residential" use rate per 1,000 s.f. (KSF)

11. Estimate does not include Planning Entitlement and Processing Fees Remaining

ITEM Unit Rate ($/unit) Quantity Fee ($)
1 Storm Drain (City) 2 SF $0.49 43,724 $21,424.76 -$
2 Storm Drain (County) 2 SF $1.00 43,724 $43,724.00 -$
3 Sanitary Sewer Connection - 135 room Hotel 5 SF $4.01 72,000 $288,720.00 3a Not Used
4 Park Facilities Fee - 133 Room Hotel SF $2.682 72,000 $193,104.00 -$ 5 City Water Connection 7 CAL WATER
6a
ACWFC Zone 7 Connection - 2" - Displacement (80gpm
restriction) 6 EA $235,520.00 1 $235,520.00
6b ACWFC Zone 7 Connection - 1" Irrigation EA $73,600.00 1 $73,600.00 -$ 7 Traffic Impact Fee - 135 room hotel 8 room $8,268.00 135 $1,116,180.00 8 Tri Valley Transportation Development 9 Trips $5,620.00 76.275 $428,665.50 9 Low Income Housing Impact Fee - 135 room hotel room $949.00 135 $128,115.00 -$ 10 Social and Human Services Facility Fee 10 KSF $5.00 72.00 $360.00 11 City Wide General Plan - Cost Recovery Fee 3 SF $0.39 72,000 $28,080.00 12 Downtown Specific Plan 3 SF $0.31 72,000 $22,320.00 -$ 13 Downtown Revitalization Fee - Retail b SF $18.02 72,000 $1,297,440.00 16b School Fees - Hotel/Motel 3 SF $0.316 72,000 $22,752.00 -$
Subtotal $3,900,005.26
Low Income Housing Credit
Building Permit Fees -$
17 Art in Public Places Fee a EA $0.003 14,126,122.00$ $46,616.20 $46,616.20 18 Building Permit (Including BASRF) a LS $44,215.000 1 $44,215.00 $44,215.00 Social and Human Services Credits 19 Fire Sprinkler Inspection Fee a LS $0.000 1 $0.00 $0.00 -$ Subtotal $90,831.20 $0.00 Cost Recovery Credits
-$
Engineering Map and Plan Check Fees
20 Parcel Map Check Fee LS $6,099.000 1 $6,099.00 $6,099.00 Downtown SP Credits 21 Improvement Plan Check Fee e LS $0.000 $0.00 $0.00 -$ 22 Inspection Fee for off-site improvements e LS $0.000 $0.00 $0.00 23 Encroachment Permit Processing Fee e LS $0.000 $0.00 $0.00 School Fee Credits -$
Subtotal $6,099.00 $0.00 $6,099.00
Estimated Total Development Fees
Credits ($)
$18,874.31
Fee Estimate Only- Final fees to be determined at permit issuance Stormwater Credits
18,874.31$
38,519.00$
Sewer Credits
$38,519.00
$16,978.34

3. New proposed Hotel 125-135 Rooms with 1,400-2,000 SF meeting space, roof top deck and other hotel amenities (65,000 SF - 75,000 SF) (used 72,000 SF for this estimate) $2,642.02
$181,748.41
Net Fees
$176,640.00

21.17$
$223,464.31 $3,676,540.95
16,978.34$
$54,906.51
$2,642.02
$1,651.26
$1,312.54
$21.17
$2,550.45
$5,205.00
$271,741.66
2,642.02$
$58,880.00
Traffic Credits
$54,906.51
$73,600.00
54,906.51$
$3,773,471.16
$26,428.74
$21,007.46
$1,297,440.00
1,651.26$ $1,651.26
2,488.41$ $2,488.41
$338.83
15,835.16$ $15,835.16
$90,831.20
1,312.54$ $1,312.54
TVTD Credits
$21.17
$38,519.00
$16,978.34
11,355.59$ $11,355.59
Park Credits
Eastside Hotel Site
Thursday, December 2, 2021
Southeast Corner of South Livermore Ave and Railroad Avenue Presidio Hotel Development
City of Livermore
$20,109.98
$1,061,273.49
$412,830.34
$125,626.59$2,488.41
East Side Hotel Site Development Impact Fee Estimate Available Used $15,835.16
$58,880.00
Zone 7 Water Credits
58,880.00$
$18,874.31
$11,355.59
S:\Development Projects\Planning Eng Conditions of Approval\DDR\DDRM19-001 Hotel Site Modified Entitlement\DDLA Documents\DDLA Exhibits\Hotel Site Fee Credits and Estimate Revised 12-2-2021 1 of 1 EXHIBIT A 485

RECORDING REQUESTED BY
First American Title Company

AND WHEN RECORDED MAIL TO

City of Livermore
1052 S. Livermore Avenue
Livermore, Ca. 94550-4899

Loan No.:

Space Above This Line for Recorder’s Use Only
A.P.N.: 098-0282-009-00

DEED OF TRUST AND ASSIGNMENT OF RENTS
(Short Form)

THIS DEED OF TRUST, made this ______________ , 2022 between TRUSTOR: PresidioCo Holdings LLC, a Delaware limited liability company on behalf of 2205 Railroad Avenue LLC, a Delaware Limited Liability Company whose address is 262 Glorietta Boulevard, Orinda, California 94563 TRUSTEE:
and BENEFICIARY: City of Livermore, a Municipal Corporation

Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the City of Livermore, Alameda County, State of California, described as:

SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF

If the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable.

TOGETHER WITH the rents, issues, and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph 10 of the provisions, incorporated by reference, to collect and apply such rents, issues and profits.

FOR THE PURPOSE OF SECURING: 1. Performance of each agreement of Trustor, incorporated by reference or contained herein. 2. Payment of the indebtedness evidenced by one Promissory Note of even date herewith, and any extension or renewal thereof, in the principal sum of ONE MILLION NINE HUNDRED AND TWENTY-THREE THOUSAND SEVEN HUNDRED AND FIFTY Dollars ($1,923,750), executed by Trustor in favor of Beneficiary or order. 3. Payment of such further sums as the then record Owner of said property hereafter may borrow from Beneficiary, when evidenced by another Note (or Notes) reciting it is so secured

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: By the execution and delivery of this Deed of Trust and the Note secured hereby, that provisions (1) to (14), inclusive, of the fictitious deed of trust recorded in Santa Barbara County and Sonoma County on October 18, 1961, and in all other counties on October 23, 1961, in the book and page of the Official Records in the office of the county recorder of the county where said property is located, noted below and opposite the name of such county, viz:

EXHIBIT A
486
APN: 098-0282-009-00

Signature of Trustor(s)

2205 RAILROAD AVENUE LLC,
a Delaware limited liability company

By: PresidioCo Holdings LLC,
a Delaware limited liability
company,
its manager

Dated: ____________, 2022 By:

Name:

Title:

which provisions, identical in all counties, are printed below) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that he will observe and perform said provisions; and that the ref erences to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in t his Deed of Trust.

In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale be mailed to Trustor at Trustor's address hereinbefore set forth, or if none shown, to Trustor at property address.

FURTHERMORE, in the event of foreclosure or deed in lieu of forec losure, any provisions herein or any provisi ons in any other collateral agreement restricting the use of the Property to low or moderate-income households or otherwise restrictin g the Trustor's ability to sell the Property shall have no further force or effect. Any person (including successors or as signs thereto) receiving title to the Property through a foreclosure or deed in lieu of foreclosure shall receive title to the Propert y free and clear from such restrictions.

NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT TO THE ADDRESS CONTAINED IN THIS RECORDED REQUEST. IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED.

A.P.N. - Deed of Trust File No.:
and Assignment of Rents (Short Form) - continued
County Book Page County Book Page County Book Page County Book Page County Book Page Alameda 435 684 Imperial 1091 501 Merced 1547 538 San Benito 271 383 Siskiyou 468 181 Alpine 1 250 Inyo 147 598 Modoc 184 851 San Bernadino 5567 61 Solano 1105 182 Amador 104 348 Kern 3427 60 Mono 52 429 San Francisco A332 905 Sonoma 1851 689 Butte 1145 1 Kings 792 833 Monterey 2194 538 San Joaquin 2470 311 Stanislaus 1715 456 Calaveras 145 152 Lake 362 39 Napa 639 86 San Luis Obispo 1151 12 Sutter 572 297 Colusa 296 617 Lassen 171 471 Nevada 305 320 San Mateo 4078 420 Tehama 401 289 Contra Costa 3978 47 Los Angeles T2055 899 Orange 5889 611 Santa Barbara 1878 860 Trinity 93 366 Del Norte 78 414 Madera 810 170 Placer 895 301 Santa Clara 5336 01 Tulare 2294 275 EI Dorado 568 456 Marin 1508 339 Plumas 151 5 Santa Cruz 1431 494 Tuolumne 135 47 Fresno 4626 572 Mariposa 77 292 Riverside 3005 523 Shasta 684 528 Venutra 2062 386 Glenn 422 184 Mendocino 579 530 Sacramento 4331 62 Sierra 29 335 Yolo 653 245 Humboldt

657 527 San Diego Series 2 Book 1961, Page 183887 Yuba 334 486

EXHIBIT A
487

ACKNOWLEDGMENT
State of California
County of _____________________________)
On _____________________

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

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

WITNESS my hand and official seal.

Signature ______________________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

EXHIBIT A
488
APN: 098-0282-009-00
.

Deed of Trust
and Assignment of Rents (Short Form) - continued

DO NOT RECORD
The following is a copy of provisions (1) to (14), inclusive, of the fictitious Deed of Trust, recorded in each county In California, as stated in the foregoing Deed of Trust and incorporated by reference In said Deed of Trust as being a part thereof as if set forth at length therein.

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon, and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire Insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency, all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
(5) To pay Immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the rate called for in the note secured hereby, or at the amount allowed by law at date of expenditure, whichever is greater, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in this same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (8) That at any time or from time to time, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(9) 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 to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee is such reconveyance may be described as "the person or persons legally entitled thereto. Five years after issuance of such full reconveyance, Trustee may destroy said Note and this Deed of Trust (unless directed in such request to retain them.)
(10) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, Issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act pursuant to such notice.
(11) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said Note(s) and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and In such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the persons or persons legally entitled thereto. (12) 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 said 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 titJe, estate, rights, powers and duties, 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. (13) That this Deed of Trust applies to, insures 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 Note secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so required, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) That 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 party unless brought by Trustee.

EXHIBIT A
489
APN: 098-0282-009-00

Deed of Trust
and Assignment of Rents (Short Form) - continued

------------------------------------------------------------------------DO NOT RECORD --------------------------------------------------------

REQUEST FOR FULL RECONVEYANCE
To be used only when note has been paid.

To: _________________, a California Corporation, Trustee

Dated: _________________________________________ _

The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same.

Mail Reconveyance to:

Do not lose or destroy this Deed of Trust OR THE NOTE which it secures.

Both must be delivered to the Trustee for cancellation before reconveyance will be made.

Short Form
DEED OF TRUST _____________________ TITLE COMPANY, A CALIFORNIA CORPORATION

WITH POWER OF SALE

INDIVIDUAL

EXHIBIT A
490
APN: 098-0282-009-00

EXHIBIT A

Parking Parcel Description
(Legal Description of Parking Parcel to be provided by Developer upon purchase of property)

EXHIBIT A
491
RECORDING REQUESTED BY:

Order No.

Escrow No.

Loan No.

WHEN RECORDED MAIL TO:

City Clerk
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550

ABOVE THIS LINE FOR RECORDER’S USE
__________________________________________________________________________________________________________ MAIL TAX STATEMENTS TO: The Undersigned grantor(s) declare(s):

CITY TRANSFER TAX $ Government Agency
DOCUMENTARY TRANSFER TAX $ Acquiring Title
SURVEY MONUMENT FEE $ Tax
Code §§ 11922
SAME AS ABOVE Computed on the consideration or value or property conveyed; OR Computed on the consideration or value less liens or encumbrances remaining at time of sale.
____________________________________________________________________________________________________________________________________ APN 098-0407-031-00 & 098-0407-033-00 Exempt from filing fees per Government Code Section §§ 27383 & 6103

GRANT DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

The City of Livermore, a Municipal Corporation (“Grantor”)

hereby Grant(s) in fee to
2205 Railroad Avenue LLC (“Grantee”)

the real property in the City of Livermore
County of Alameda, State of California, as described in Exhibit A with the following restriction:

Grantee shall hereby grant to the City of Livermore (Grantor), public access and use to over and on said rooftop public open space described in Exhibit A. The rooftop public open space area shall include a minimum of 3,500 square feet of publicly accessible rooftop space with seating for at least 15 people. The rooftop public open space area shall be located on the southern side of the rooftop area and it shall be available for public use at least 6 days each week of the year from 11 a.m. to 8 p.m. In addition, public use of the rooftop open space shall be available each year from 9:00 a.m. to 10:00 p.m. on the Fourth of July, from 9:00 a.m. to 9:00 p.m. for the winter Holiday Parade event and the Rodeo Parade, and from 11 a.m. to 8 p.m. on all other holidays.

FOR LEGAL DESCRIPTION
SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF

City of Livermore, a municipal corporation

__________________________________________
Signature:

__________________________________________
Name: Title:

_________________________________________

EXHIBIT A
492

ACKNOWLEDGMENT
State of California
County of _____________________________)
On _____________________

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

WITNESS my hand and official seal.

EXHIBIT A
493

LEGAL DESCRIPTION HOTEL PARCEL
PARCEL A & SUBSURFACE PARCEL C – PARCEL MAP 9999

REAL PROPERTY SITUATED IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL A AND SUBSURFACE PARCEL C, OF PARCEL MAP NO. 9999,

RECORDED
October 3, 2018, IN BOOK 340 OF MAPS AT PAGES 86-89, ALAMEDA COUNTY RECORDS.

PARCEL A CONTAINING 53,126 SQUARE FEET OF LAND MORE OR LESS SUBSURFACE PARCEL C CONTAINING 50,963 SQUARE FEET OF LAND MORE OR LESS

EXHIBIT A
494

EXHIBIT A
495

EXHIBIT A
496
Hotel Standard

Developer shall develop a boutique hotel that meets or exceeds the standard of “Upscale” or "Upper Upscale" under the STR, Inc. Chain Scales Rating system or similar industry- recognized rating system. The Hotel is not required to be a branded hotel associated with a national chain and may instead be an independent hotel with a unique name and identity.

If the developer chooses to utilize a Brand for this Hotel, the choice of Brand is limited to those identified below, unless an alternative Brand is proposed in writing by the Developer and approved by the Livermore City Manager.

Hotel Brands
AC Hotels (Marriott)
Autograph Collection (Marriott)
Hilton Canopy
Curio Collection (Hilton)

Required Amenities
The amenities provided as part of the Hotel shall include a meeting room, roof-top open space/lounge area, swimming pool and interior bar/lounge, consistent with the entitlement approvals for this Project.

Interior Design Quality
The quality of the interior design of the hotel, including but not limited to the furnishings, beds, lighting, floor coverings, built in fixtures, linens, restrooms, bathtubs, showers, front desk, art, bar, other amenities and related components of the Hotel shall meet or exceed the quality and components provided by the Hotel Brands listed above as of the date of execution of this Agreement.

Required Review and Approval
Developer shall submit to the City a draft proposal demonstrating the quality of the interior design components proposed for the Hotel, no later than the date identified in the Schedule of Performance. This submittal shall include examples of the types of materials and components proposed for the Hotel interior and shall be comprised of a written description and photographic examples.

Prior to construction of the Hotel, and no later than the date specified in the Schedule of Performance, Developer shall submit to the City a Final Hotel Standards Proposal. This proposal shall provide detailed descriptions and photographic examples of the interior components of the Hotel, including but not limited to the furnishings, beds, lighting, floor

EXHIBIT A
497
coverings, built in fixtures, linens, restrooms, bathtubs, showers, front desk, art, bar, other amenities and related components of the Hotel and shall demonstrate that they meet or exceed the quality demonstrated by the Hotel Brands listed above as of the date of the execution of this Agreement.

City shall select and contract with a Hotel consultant, whose fees shall be paid by Developer, to evaluate the components of the Final Hotel Standard Proposal and provide a finding as to whether the proposed Hotel components meet or exceed the standard of quality identified above. The consultant shall further provide recommendations on any changes that are needed to comply with these requirements.

If necessary, Developer shall revise and provide additional submittals until the City has determined, based on the recommendation of the Hotel consultant, that the Final Hotel Standards Proposal meets or exceeds the standard of quality identified above, demonstrated by the listed Hotel Brands as of the date of the execution of this Agreement.

The Developer shall not begin construction of the Hotel until this condition has been satisfied.

EXHIBIT A
498

EXHIBIT F

JOINT SOLID WASTE FACILITY AGREEMENT MATERIAL TERMS

1. Parties may include the following: 2205 Railroad Avenue LLC (“Developer”), Bankhead Theater, First Street Mixed-Use Commercial Projects (East and West), Livermore Valley City Center Plaza, the Livermore Cinema, and the City of Livermore (“City”).

2. Developer Responsibilities.

(a) The Developer shall be responsible for the design, construction, and ownership of the Joint Solid Waste Facility that will provide garbage, organics, and recyclable services for the Hotel, Bankhead Theater, First Street Mixed-Use Commercial Projects (East and West), Livermore Valley City Center Plaza, and the Livermore Cinema.

(b) Developer shall be responsible for all service, maintenance, operation, repair, replacement, and insurance of the Joint Solid Waste Facility.

(c) Developer shall be responsible for all coordination efforts with the participating property owners for the development of a solid waste disposal plan for the Joint Solid Waste Facility. The solid waste disposal plan shall be subject to approval by the City’s Community Development Director.

(d) Developer is responsible for securing the participation of the users stated above in subparagraph (a) to join the Joint Solid Waste Facility Agreement to satisfy their individual solid waste disposal needs consistent with state, county, and local requirements. If after reasonable due diligence, the Developer is unable to secure all users agreement for the Joint Solid Waste Facility, the Developer shall be responsible to ensure that the Joint Solid Waste Facility provides waste disposal for all users stated above in subparagraph (a), including any users that are not parties to the Joint Solid Waste Facility Agreement, and that it is properly serviced, maintained, operated, repaired, and replaced, as necessary.

(e) The Joint Solid Waste Facility shall replace the temporary facility located south of the Hotel and north of the First Street Mixed-Use Commercial Project (West).

(f) The Developer shall maintain access to the temporary solid waste facility during the construction of the Project until such time as the Joint Solid Waste Facility is completed and operational. Once the Joint Solid Waste Facility is operational, the Developer shall remove the temporary solid waste facility and install new landscape and irrigation connected to the City’s irrigation system at the location of the former temporary solid waste facility.

3. Term of Agreement. The term of the Joint Solid Facility Agreement (“Agreement”) will commence prior to construction of the Hotel and shall run with the land.

4. Use of Facility. The Facility will be available to provide garbage, organics, and recyclables service for the Hotel, Bankhead Theater, First Street Mixed-Use Commercial Projects (East and West), Livermore Valley Center Plaza, and the Livermore Cinema.

EXHIBIT A
499
Lease Agreement- City as Lessee
Rev. 12/2021

LEASE AND OPERATING AGREEMENT
2080 RAILROAD AVENUE

(The Parking Parcel)
THIS LEASE AGREEMENT (“Lease”) dated as of this _____ day of ____________, 2022, is made and entered into by and between 2205 Railroad Avenue LLC, a Delaware Limited Liability Company (“Lessor”) and the City of Livermore, a municipal corporation ("City" or “Lessee”).

RECITALS
A. Lessor desires to construct a four story approximately 65,000-75,000 square foot hotel, containing between 125-135 hotel rooms on City-owned parcels located on the southeast corner of South Livermore Avenue and Railroad Avenue in downtown Livermore (hereinafter “Hotel”). As part of the conditions of approval for the Hotel, Lessor is required to comply with the City’s parking requirements for the Downtown Specific Plan.

B. Lessor owns that particular piece of real property located on the northwest corner of Railroad Avenue and North K Street in downtown Livermore commonly known as 2080 Railroad Avenue (APN 098-0282-009-00) as more particularly described in Exhibit A, attached hereto and incorporated herein. At the time construction of the Hotel is complete, Lessor intends to use the property as a valet parking lot to satisfy a portion of the City’s parking requirements for the Hotel (hereinafter “Parking Parcel”).

C. On , the City and Lessor entered into a Disposition, Development and Loan Agreement (the “DDLA”) wherein the City made a loan to Developer to fund the acquisition of the Parking Parcel. Lessor has agreed to lease the Parking Parcel to City at no cost for use as a temporary surface public parking lot or public valet parking lot for a period of three years from the effective date of this Lease Agreement or the date when construction of the Hotel is at least 40 percent complete, whichever is earlier. However, at a minimum, the City shall be permitted to use the Parking Parcel until September 30, 2024. Upon satisfaction of these requirements, Lessor may terminate this Lease Agreement to allow Lessor to begin the construction of permanent parking improvements on the Parking Parcel.

D. Prior to the construction of permanent parking improvements on the Parking Parcel for the Hotel, City desires to lease from Lessor and Lessor desires to lease the Parking Parcel (hereinafter “Parking Parcel” or “Leased Premises”) as more particularly shown as cross hatched on Exhibit A attached hereto and incorporated herein. The Leased Premises is approximately 33,695 square feet of vacant and undeveloped land.

E. The Lessor desires to lease the Leased Premises to City and City desires to lease from Lessor the Leased Premises on the terms and conditions contained in this Lease Agreement.

EXHIBIT A
500
Lease Agreement- City as Lessee
Rev. 12/2021

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Leased Premises. Lessor leases to City and City leases from Lessor, the Leased Premises which consists of approximately 33,695 square feet of vacant and undeveloped land, as indicated on Exhibit A.

2. Possession; Delay in Delivery of Possession.
(a) Except as otherwise provided in this Lease, City agrees to accept possession of the Leased Premises in its existing “as is” condition, including, but not limited to, all patent and latent defects and subject to all applicable laws, ordinances, and regulations governing and regulating the use of the Parking Parcel and/or the Leased Premises and any recorded covenants, conditions, restrictions, easements, licenses, or right of ways. (b) If Lessor, for any reason whatsoever, cannot deliver possession of the Leased Premises to City on or before the commencement date, this Lease Agreement shall not be void or voidable and no obligation of City shall be affected thereby, and neither Lessor nor Lessor's agents shall be liable to City for any loss or damage resulting therefrom.

3. Rent. A s a condition of the loan from City to Lessor to purchase the Parking Parcel, Lessor agrees to lease the Leased Premises to the City at no cost for use as a temporary surface public parking lot and/or public valet parking lot. The no cost lease is a condition of the loan the City has provided to Lessor for the purchase of the Parking Parcel through the DDLA. City shall be responsible for all costs associated with the City’s construction and maintenance of the minor improvements on the Leased Premises as set forth in Sections 6 and 7 of this Lease Agreement.

4. Term. This Lease Agreement shall commence on [date], 2022 (“Commencement Date”) and terminate three years from the effective date of this Lease Agreement or the date when construction of the Hotel is at least 40% complete, whichever is earlier (“Term”).

However, at a minimum, the City shall be permitted to use the Parking Parcel until September 30, 2024. Upon satisfaction of these requirements, Lessor may terminate this Lease Agreement to allow Lessor to begin construction of permanent parking improvements on the Leased Premises. This Lease Agreement shall supersede and replace any other lease between said parties, or their predecessors in interest, concerning the use of the Leased Premises, or any other space or area of the Leased Premises.

5. City’s Use of Leased Premises.
(a) Use of Leased Premises. City shall only use the Leased Premises for the purpose of a temporary surface public parking lot, a public valet parking lot, or both. (b) Rules Regarding Use. City shall observe and comply with the rules and regulations annexed to this Lease Agreement and, after notice of these rules, City’s use of the Leased Premises shall be subject to the following rules:

EXHIBIT A
501
Lease Agreement- City as Lessee
Rev. 12/2021
(i) City shall not allow, authorize, or permit the Leased Premises, or any part thereof, to be used for any use or any illegal activity or purpose in violation of federal or state laws and/or ordinances, regulations and requirements of County, City, or any other enforcement authority.
(ii) City shall not commit, allow, or permit to be used for any offensive or improper use or nuisance, the Leased Premises which may unreasonably or unlawfully disturb or damage the Parking Parcel or Leased Premises. (iii) City shall not leave or store any trash, garbage, or refuse of any kind in, on, or about the Leased Premises and shall cause any refuse, trash, or other waste deposited on the Leased Premises by any of its employees, agents, or representatives to be picked up and disposed of in the appropriate manner so as to keep the Leased Premises in a neat and clean condition.
(iv) City shall not use, commit, allow, or permit to be used or committed, any waste upon the Leased Premises.
(c) Hazardous Materials. City shall not cause or permit any Hazardous Materials to be permanently stored, used or disposed of in the Parking Parcel or Leased Premises, by City’s agents, employees, contractors or invitees, without having obtained Lessor’s prior, written consent. For purposes of this Lease Agreement, the following terms shall have the meanings set forth below:
“Hazardous Materials” shall mean any toxic or hazardous wastes, pollutants, materials or substances, including, without limitation, asbestos, PCB’s, petroleum products, radioactive substances or their by-products, other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq. (“CERCLA”); the Hazardous Materials Transportation Act, 49 U.S.C §§ 5101 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act of 1976, 15 U.S.C. §§ 2601 et seq.; any "toxic pollutant" under the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; any hazardous air pollutant under the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the California Hazardous Substance Account Act, California Health & Safety Code ("HSC") §§ 25300 et seq., the Hazardous Waste Disposal Land Use Act, HSC §§ 25100 et seq.; in or pursuant to or identified as causing cancer or reproductive toxicity in the California Safe Drinking Water & Toxic Enforcement Act of 1986, HSC §§ 25249.5 et seq.; and HSC §§ 25117, 25316; all as such laws may be amended; any hazardous or toxic substance, material, chemical, waste, or pollutant now or hereafter regulated under any other applicable Federal, State, or local environmental laws, without limitation; and any other matter in the nature thereof arising pursuant to the jurisdiction of any public agency. “Hazardous Discharge” and “Contamination” shall mean the happening of any event involving an emission, spill, release, or discharge (“Release”) into or upon (i) the air, (ii) soils or any improvements located thereon, (iii) surface or ground water, (iv) the sewer, septic system, or waste treatment, storage, or disposal system servicing the Premises, of

EXHIBIT A
502
Lease Agreement- City as Lessee
Rev. 12/2021
any Hazardous Material, or (v) any other matter in the nature thereof arising pursuant to the jurisdiction of any public agency.
“Environmental Laws” shall mean all applicable Federal, State, and local laws, ordinances, regulations, orders, procedures, policies, and directives of every kind and nature whatsoever pertaining to Hazardous Materials in, at, on, under, or from the Leased Premises or any portion thereof.

6. Minor Improvements. City may construct minor improvements on the Leased Premises which may include, but are not limited to, minor grading, installation of gravel or other suitable parking surface, driveway improvements, signage, and lighting necessary to provide a temporary surface public parking lot and/or public valet parking lot (the “Minor Improvements”).

7. City Obligations.
(a) Services and Utilities. City shall provide basic electricity and power for the Leased Premises.
(b) Maintenance. Except as otherwise provided herein, City shall at its own cost and expense, maintain the Leased Premises and every part thereof, in good and sanitary order, condition, and repair. City shall be responsible for the cost of any and all repairs or maintenance to the Leased Premises, caused by negligent, careless, or willful acts of City, its employees, agents, equipment, or invitees.

8. Condition of Leased Premises. C ity represents and warrants that it has made a thorough and complete inspection of the Leased Premises using qualified consultants and experts of its own choosing, and the Leased Premises is suitable for a temporary surface public parking lot and/or public valet parking lot and in good and sanitary order, repair, and condition. City hereby accepts the Leased Premises in its present condition and, except as otherwise may be set forth herein, without representation or warranty by Lessor as to the condition of such Leased Premises or as to the use of the Leased Premises. 9 . Construction and Repair.
(a) Mechanic’s Lien. City shall pay, or cause to be paid, all costs and expenses for work done by City, or caused to be done by City, on the Leased Premises of a character which could result in any lien on the Parking Parcel, and City will keep the Parking Parcel free and clear of any mechanic’s lien and/or other lien on account of work done for City or at its request.

Should any claims of lien be filed and/or recorded against the Parking Parcel, or any action affecting the title thereto commenced, City shall give Lessor written notice thereof as soon as it has knowledge of the action.
(b) Construction. City shall not build or construct any improvement, except for those set forth in Sections 6 and 7 above, or make any structural change, addition, or remodeling to the Leased Premises without the Lessor’s prior written consent. In the event

EXHIBIT A
503
Lease Agreement- City as Lessee
Rev. 12/2021
that Lessor provides City with written consent, City shall at its own cost comply with any and all Federal, State, or local laws and/or regulations applicable to any such construction, alteration, or remodeling to or within the Leased Premises to upgrade them to satisfy current standards.

10. Destruction. If the Leased Premises is totally destroyed during the term of this Lease Agreement by fire, flood, earthquake, or other casualty, whether or not covered by insurance, this Lease Agreement shall terminate.

11. Condemnation. If all or part of the Leased Premises is taken by condemnation such that the Leased Premises is no longer usable for a temporary, surface public parking lot and/or public valet parking lot, this Lease Agreement shall terminate. City shall be entitled only to that portion of the proceeds of condemnation which is directly attributable to the value of City’s interest in this Lease Agreement.

12. Compliance with Laws. City agrees to comply with all applicable zoning, municipal, county and state laws, ordinances and regulations governing the use of the Leased Premises. City agrees to secure and maintain throughout the Term and any Extended Term any federal, state or local licenses or permits required in order to use the Leased Premises for the temporary surface public parking lot and/or public valet parking lot. City’s failure to do so shall be considered a material breach of this Lease Agreement.

City is responsible for compliance with all Federal requirements for Minor Improvements, construction and or repair work outside of the Lessor’s obligations.

13. Assignment.
(a) Prohibition Against Assignment and Encumbrance. This Lease Agreement and any rights or obligations of City hereunder shall not be sold, assigned, transferred, leased, assigned, sublet, conveyed, hypothecated either in whole or in part, or in any manner, without Lessor’s prior written consent. The City shall not allow any other person or entity to occupy or use all or any part of the Property or Leased Premises without first obtaining Lessor’s written consent. Consent to any assignment shall not constitute a further waiver of the provisions of this section.
(b) Involuntary Assignment. No interest of Lessee in this Lease Agreement shall be assignable by operation of law, including, without limitation, the transfer of this Lease Agreement by testacy or intestacy. Each of the following acts shall be considered an involuntary assignment:
(i) If City is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which City is the bankrupt party; or, if the City is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; (ii) If a writ of attachment or execution is levied on this Lease Agreement;

EXHIBIT A
504
Lease Agreement- City as Lessee
Rev. 12/2021
(iii) If, in any proceeding or action to which Lessee is a party, a receiver is appointed with authority to take possession of the Leased Premises. (iv) An involuntary assignment shall constitute a default by City and Lessor shall have the right to elect to terminate this Lease Agreement, in which case this Lease Agreement shall not be treated as an asset of City.
(v) If a writ of attachment or execution is levied on this Lease Agreement, City shall have ten (10) days in which to cause the attachment or execution to be removed.

If any involuntary proceeding in bankruptcy is brought against Lessee, or if a receiver is appointed, Lessee shall have sixty (60) days in which to have the involuntary proceeding dismissed or the receiver removed.

14. Taxes. Lessor shall pay during the term of this Lease Agreement, without abatement, deduction, or offset, any and all real and personal property taxes, general and special assessments, and other charges (including any increase caused by a change in the tax rate or by a change in assessed valuation) of any description levied or assessed during the term of this Lease Agreement by any governmental agency or entity on or against the Parking Parcel the Minor Improvements located on the Parking Parcel, personal property located on or in the Parking Parcel or Minor Improvements, and the leasehold interest created by this Lease Agreement.

15. Lessor Refinancing. City is aware that Lessor is leasing its interest in the Leased Premises to City and that Lessor’s leasehold interest in the Leased Premises is related to an outstanding lease financing. City agrees that it will use best efforts to cooperate with Lessor in connection with a refinancing of the outstanding lease financing, including executing any estoppel, consent, and other similar documents requested by the Lessor.

16. Indemnity. City agrees to and shall defend, indemnify, protect and hold harmless Lessor, its officers, directors, employees and agents harmless from and against any and all loss, damage, injury, accident, casualty, liability, claim, cost or expense (including, but not limited to, reasonable attorneys’ fees) of any kind or character to any person or property arising from or related to any act or omission of City, its employees, agents or contractors, the City’s use of the Leased Premises, the City’s installation and maintenance of Minor Improvements on the Leased Premises, or as a result of this Lease Agreement. To the greatest extent by law, City waives all claims or demands against Lessor for any loss, damage, or injury to City or City’s property in connection with this Lease Agreement or the operation or use of the City’s property by City or its agents, servants or contractors or employees and agrees to so indemnify and hold Lessor harmless.

17. Insurance. For the duration of this Lease Agreement, City shall procure and maintain, at its own cost, insurance in the amounts and under the terms set forth in Exhibit B attached hereto against claims for injuries to persons or damages to property which may arise from or in connection with this Lease Agreement.

EXHIBIT A
505
Lease Agreement- City as Lessee
Rev. 12/2021

18. Termination.
(a) Termination for Cause. In the event City engages in, or permits any other person to engage in, any illegal activities in, on, or about the Parking Parcel, or the Leased Premises, whether with or without a criminal conviction, Lessor shall have the right to immediately terminate this Lease Agreement and demand City surrender the Leased Premises.

Except for immediate termination as provided for in this Lease Agreement, should City at any time during the term of this Lease Agreement be in default in the performance of any of the terms, conditions, rules, covenants, or requirements herein contained or otherwise agreed to by the parties, including the rules and regulations established by Lessor regarding the use of, or access to, the Parking Parcel and Leased Premises, and should such default continue for thirty (30) days after written notice thereof from Lessor to City specifying the particulars of such default, or should City vacate or abandon the Leased Premises, then in any such event it shall be at the option of the Lessor, the Lessor’s right to declare this Lease Agreement terminated and re-enter the Leased Premises and take possession thereof and remove City’s fixtures and furnishings, and City shall have no further claim thereon or hereunder.
(b) Lessor’s remedies in this section shall be in addition and supplemental to any and all other rights or remedies which Lessor may have pursuant to this Lease Agreement and/or under the law.

19. Default. Any of the following events or occurrences shall constitute a material breach of this Lease Agreement by City and, after the expiration of any applicable grace period, shall constitute an event of default (each an “Event of Default”):
(a) The failure by City to perform any obligation under this Lease Agreement, which by its nature City has no capacity to cure;
(b) The failure by City to perform any other obligation under this Lease Agreement, if the failure has continued for a period of ten (10) days after Lessor demands in writing that City cure the failure. If, however, by its nature the failure cannot be cured within ten (10) days, City may have a longer period as is necessary to cure the failure, but this is conditioned on City's promptly commencing to cure within the ten (10) day period and thereafter completing the cure within thirty (30) days after Lessor demands in writing that City cure the failure. City shall indemnify and defend Lessor against any liability, claim, damage, loss, or penalty that may be threatened or may in fact arise from that failure during the period the failure is uncured;
(c) Any of the following: a general assignment by City for the benefit of City's creditors; any voluntary filing, petition, or application by City under any law relating to insolvency or bankruptcy, whether for a declaration of bankruptcy, a reorganization, an arrangement, or otherwise; the abandonment, vacation, or surrender of the Leased Premises by Lessee without Lessor's prior written consent; or the dispossession of City from the Leased Premises (other than by Lessor) by process of law or otherwise;

EXHIBIT A
506
Lease Agreement- City as Lessee
Rev. 12/2021
(d) The abandonment of the Leased Premises by City.

20. Remedies. Upon the occurrence of an Event of Default, Lessor may pursue all rights or remedies available to Lessor at law or in equity.

21. Waiver. Any express or implied waiver of a breach of any term of this Lease Agreement shall not constitute a waiver of any further breach of the same or other term of this Lease Agreement; and the acceptance of rent shall not constitute a waiver of any breach of any term of this Lease Agreement, except as to the payment of rent accepted.

22. Surrender of Leased Premises. Upon the expiration of this Lease Agreement, or no later than ten (10) days after its termination, City shall surrender the Leased Premises to Lessor, and all improvements and alterations thereto, in good condition except for ordinary wear and tear occurring after the last necessary maintenance made by City and/or destruction to the Leased Premises covered by Section 10 of this Lease Agreement.

Lessor may elect to retain or dispose of in any manner any alterations, improvements, fixtures, or furnishings that City does not remove from the Leased Premises on expiration or termination of the Lease Agreement by giving at least ten (10) days' notice to City. Title to any such improvements, alterations, fixtures, or furnishings that Lessor elects to retain or dispose of on expiration of the ten (10) day period shall vest in Lessor.

City waives all claims against Lessor for any damage to City resulting from Lessor's retention or disposition of any such improvements, alterations, fixtures, or furnishings. City shall be liable to Lessor for Lessor’s costs for storing, removing, and disposing of any improvements, alterations, fixtures, or furnishings.

23. Entry by Lessor. City shall permit Lessor, its officers, employees, and agents to enter into and upon the Leased Premises upon reasonable notice for the purpose of inspecting the Leased Premises, enforcing the rules and regulations under this Lease Agreement, and the posting of such legal notices as Lessor may deem necessary or convenient.
(a) Lessor and its agents may enter the Leased Premises at any reasonable time upon reasonable notice to City, or immediately in the case of an emergency, for the purpose of: (i) inspecting the Leased Premises; (ii) posting notices of nonresponsibility; (iii) supplying any service to be provided by Lessor to City; (iv) showing the Leased Premises to prospective purchasers, mortgagees, or tenants; (v) making necessary alterations, additions, or repairs as required by this Lease Agreement or to otherwise perform Lessor's duties under this Lease Agreement; (vi) determining whether City is complying with the terms of this Lease Agreement; (vii) performing City’s obligations when City has failed to do so after written notice from Lessor, if required by the terms of this Lease Agreement; (viii) placing on the Leased Premises ordinary for lease signs or for sale signs; (ix) doing of other lawful acts that may be necessary to protect Lessor’s interest in the Leased Premises under this Lease Agreement; and (x) responding to an emergency. (b) Lessor shall have the right to use any means Lessor deems necessary and proper to enter the Leased Premises in an emergency. Any entry into the Leased Premises

EXHIBIT A
507
Lease Agreement- City as Lessee
Rev. 12/2021
obtained by Lessor in accordance with this section shall not be a forcible or unlawful entry into, or a detainer of, the Leased Premises, or an eviction, actual or constructive, of City from the Leased Premises, nor shall such entry give rise to a claim for rent abatement.

24. Notices. W herever in this Lease Agreement it shall be required or permitted that notice or demand be given or served by either party to this Lease Agreement to or on the other, such notice or demand shall be given or served in writing and forwarded by registered mail, addressed as follows, though any party may change such address or contact person by written notice by registered mail to the other:

City: Community Development Director

City of Livermore
1052 South Livermore Avenue
Livermore, California 94550

Lessor: 2205 Railroad Avenue LLC
A Delaware limited liability company

Attn:
262 Glorietta Boulevard
Orinda, California, 9456

25. Holding Over. Any holding over without the Lessor’s prior written consent shall be prohibited.

26. Modification. This Lease Agreement may only be modified or amended by written agreement signed by both parties hereto.

27. General Provisions.
(a) Time of Essence. Time is of the essence for each provision of this Lease Agreement.
(b) Relationship of the Parties. Nothing contained in this Lease Agreement shall be deemed or construed by the parties or by a third party to create the relationship of principal and agent, and/or of partnership, and/or of joint venture, and/or of any association between the parties, other than the relationship of Lessor and Lessee. (c) Entire Agreement. This instrument, including any attachments hereto, constitutes the entire agreement of the parties relating to the subject matter of this Lease Agreement and correctly sets forth the rights, duties, and obligations of each party to the other, but this Lease Agreement does not supersede any provision in the DDLA. (d) Partial Invalidity. If any provision or portion of this Lease Agreement shall be deemed invalid, it is agreed that such invalidity shall affect only such provision or portion thereof, and the remainder of this Lease Agreement shall remain in force and effect.

EXHIBIT A
508
Lease Agreement- City as Lessee
Rev. 12/2021
(e) California Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State of California. (f) Review of Lease. Each party to this Lease Agreement declares that prior to the execution of this Lease Agreement, each party had the opportunity to seek the independent advice of counsel and that they apprised themselves of sufficient relevant information in order that they might intelligently exercise their own judgment in deciding whether to execute this Lease Agreement. Each party agrees that they have completely read and understood the Lease Agreement, know the contents thereof, and have signed the Lease Agreement of their own free will and free of any duress. No single party has drafted this Lease Agreement and it shall not be interpreted against any party as the drafting party.
(g) Performance Excused. The parties shall be excused from performance, as hereunder agreed to, if such performance is rendered impossible, impractical, or unreasonably difficult by, but not limited to, any strike, lockout, labor disturbance of any kind, civil commotion, war, acts of terrorism, shortage of any supply or labor, shortage of water, weather, act of government authority, enactment or change in laws or regulations, breakdown of facilities or any cause outside of the parties’ control. (h) Mutual Termination. This Lease Agreement may be terminated at any time concerning the rights and responsibilities of the parties who, between them, agree to such a termination.
(i) Headings. The headings used in this Lease Agreement are intended for reference only and do not define or limit the scope or meaning of any provision of this Lease Agreement.
(j) Waiver. A term or condition of this Lease Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall affect the right of the waiving party to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition. City shall not be excused from complying with any of the terms and conditions of this Lease Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms and conditions.
(k) Attachments. All attachments referred to in and attached to this Lease Agreement are incorporated by reference as though set forth in full. (l) Attorney’s Fees and Costs. If either party commences an action against the other party to enforce this Lease Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs of suit, investigation costs and discovery costs, including costs of appeal.

**********Signatures and Attachment List On Next Page**********

EXHIBIT A
509
Lease Agreement- City as Lessee
Rev. 12/2021
IN WITNESS WHEREOF, the parties to this Lease Agreement have executed this Lease Agreement as of the dates set forth below.

2205 Railroad Avenue LLC
A Delaware limited liability company

By: PresidioCo Holdings LLC
A Delaware limited liability company
its manager

Lessor
By: ____________________________
[Signer's Name]
[Signer's Title]

City or Lessee

Dated: __________________________
City of Livermore
A Municipal Corporation

By: ____________________________
Marc Roberts
City Manager

Dated:___________________________

Approved as to Form:

By: ____________________________
Assistant/City Attorney

Attachments:

Exhibit A – Real Property Site Plan – Parking Parcel
Exhibit B – Insurance Requirements

EXHIBIT A
510

EXHIBIT A
511
Lease Agreement- City as Lessee
Rev. 12/2021
Exhibit B – Insurance Requirements
(Insurance to be provided at time of execution of Lease Agreement)

EXHIBIT A
512
M
emorandum of DDLA
A.P.N.: 098-0407-031-00, 098-0407-033-00, and 098-0282-009-00

Recording Requested By &
Return to:

City of Livermore
City Clerk’s Office
1052 So. Livermore Ave.

Livermore, CA 94550

No fee for recording
pursuant to Government
Code section 27383

A.P.N.: 098-0407-031-00, 098-0407-033-00, and 098-0282-009-00

MEMORANDUM OF DISPOSITION, DEVELOPMENT

AND LOAN AGREEMENT

THIS MEMORANDUM OF DISPOSITION, DEVELOPMENT AND LOAN
AGREEMENT (“Memorandum”) is made as of , 2022, by
and between the 2205 Railroad Avenue LLC, a Delaware limited liability company (the “Developer”), and the City of Livermore (the “City”), to confirm that the City and Developer are parties to that certain Amended and Restated Disposition, Development and Loan Agreement between the City and the Developer dated as of , 2022, as may be amended from time-to-time (the “DDLA”). The DDLA concerns the sale of real property in Livermore, California, and a site acquisition loan for the purchase of property in Livermore, California, which property is described in the attached Exhibits A and J and the development of a four-story approximately 65,000-75,000 square foot hotel containing between 125-135 rooms, approximately 1,400-2,000 square feet of economically viable meeting space, a roof-top public open space and related hotel amenities and improvements (the “Project”) on the Property identified in Exhibit A and the use of the Parking Parcel identified in Exhibit J to satisfy a portion of the parking requirements identified in the conditions for approval for the Project. (The Exhibits to this Memorandum have been marked to be consistent with the Exhibits to the DDLA.)

The DDLA is a public document and may be reviewed at and in the office of the City Clerk for the City of Livermore.

This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend, or supplement the DDLA, of which this is a memorandum. In the event, and to the extent that, that any of the terms or provisions of this Memorandum are inconsistent with the terms or provisions of the DDLA, the provisions of the DDLA shall govern and prevail.

PLEASE PLACE RECORDER LABEL BELOW THIS LINE

EXHIBIT A
513

M
emorandum of DDLA
A.P.N.: 098-0407-031-00, 098-0407-033-00, and 098-0282-009-00

IN WITNESS WHEREOF, the City and Developer have executed this Memorandum and the DDLA by duly authorized representatives, all on the date first written above.

DATE: BORROWER:

2205 RAILROAD AVENUE LLC,
a Delaware limited liability company

By: PresidioCo Holdings LLC,
a Delaware limited liability
company,
Its: Manager

By:

Name:

Title:

DATE: CITY:

CITY OF LIVERMORE,
a municipal corporation

By:

Name: Marc Roberts

Title: City Manager

APPROVED AS TO FORM:

By:

Assistant/City Attorney

EXHIBIT A
514

M
emorandum of DDLA
A.P.N.: 098-0407-031-00, 098-0407-033-00, and 098-0282-009-00

EXHIBIT A
515

LEGAL DESCRIPTION HOTEL PARCEL
PARCEL A & SUBSURFACE PARCEL C – PARCEL MAP 9999

REAL PROPERTY SITUATED IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL A AND SUBSURFACE PARCEL C, OF PARCEL MAP NO. 9999,

RECORDED
October 3, 2018, IN BOOK 340 OF MAPS AT PAGES 86-89, ALAMEDA COUNTY RECORDS.

PARCEL A CONTAINING 53,126 SQUARE FEET OF LAND MORE OR LESS SUBSURFACE PARCEL C CONTAINING 50,963 SQUARE FEET OF LAND MORE OR LESS

EXHIBIT A
516

EXHIBIT A
517

EXHIBIT A
518

M
emorandum of DDLA
A.P.N.: 098-0407-031-00, 098-0407-033-00, and 098-0282-009-00

Exhibit J Parking Parcel Description

(Legal Description of Parking Parcel to be provided by Developer upon purchase of property)

EXHIBIT A
519

EXHIBIT A
520

EXHIBIT A
521

EXHIBIT A
522

EXHIBIT A
523

EXHIBIT A
524
Promissory Note – 2080 Railroad Avenue

NOTICE TO BORROWER:

THIS DOCUMENT CONTAINS PROVISIONS

RESTRICTING RESALE AND ASSUMPTIONS

PROMISSORY NOTE
Amended and Restated Disposition, Development and Loan Agreement Site Acquisition Loan

Principal Amount: $1,923,750 , 2022

APN 098-0282-009-00

FOR VALUE RECEIVED, the undersigned 2205 Railroad Avenue LLC, a Delaware Limited Liability Company (“Borrower”) whose address is 262 Glorietta Boulevard, Orinda, California 94563, hereby promise(s) to pay to the order of the City of Livermore, a municipal corporation (“City”), at 1052 South Livermore Avenue, Livermore, California 94550, the principal amount of

ONE MILLION NINE HUNDRED AND TWENTY-THREE THOUSAND SEVEN HUNDRED AND FIFTY Dollars ($1,923,750), together with interest accrued thereon, as set forth in this Promissory Note (“Note”).

Pursuant to that certain Amended and Restated Disposition, Development and Loan Agreement (“DDLA”) dated , 2022, by and between City and Borrower (the “Developer”), the Developer agreed to construct a four-story approximately 65,000-75,000 square foot hotel containing between 125-135 rooms, approximately 1,400-2,000 square feet of economically viable meeting space, a roof-top deck and related hotel amenities and improvements (the “Project”) on the Property (defined below) and agreed to satisfy a portion of the parking requirements identified in the conditions for approval for the Project on the Parking Parcel (identified below).

In accordance with the DDLA, the property consists of the parcels located on the southeast corner of South Livermore Avenue and Railroad Avenue in downtown Livermore in the City of Livermore, Alameda County, California (APNs: 098-0407-031-00 and 098-0407-033-00) as more particularly described and depicted as Parcel A and Parcel C on Parcel Map 9999 and in Exhibit A attached hereto (the “Property”).

Likewise, in accordance with the DDLA, the parking parcel consists of a parcel located at the northwest corner of Railroad Avenue and North K Street commonly known as 2080 Railroad Avenue (APN 098-0282-009-00) as more particularly described and depicted in Exhibit B attached hereto (the “Parking Parcel”).

In accordance with the DDLA, the Borrower intends to purchase, develop, own, and operate the Project on the Property and to use the Parking Parcel to satisfy a portion of the parking requirements identified in the conditions of approval for the Project. Pursuant to the DDLA and its terms and conditions for the loan, the City has made a site acquisition loan to Borrower in the original principal amount of ONE MILLION NINE HUNDRED AND TWENTY-THREE

EXHIBIT A
525
Promissory Note – 2080 Railroad Avenue

THOUSAND SEVEN HUNDRED AND FIFTY Dollars ($1,923,750) to fund the acquisition of the Parking Parcel to help satisfy a portion of the parking requirements in the conditions of approval for the Project (the “Site Acquisition Loan”).

This Note is made and delivered pursuant to and in conjunction with the DDLA entered into by and between the City and Borrower dated as of even date herewith. All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the DDLA.

1. Borrower’s Obligation. This Note evidences the Borrower’s obligation to pay the City the Principal Amount, as that term is subsequently defined, loaned to the Borrower by the City to finance the acquisition of the Parking Parcel for the Project, as set forth in the DDLA. As a condition of receiving the Principal Amount, the Borrower promises and agrees to comply with all terms and conditions of this Note.

2. Principal. The principal amount of this Note, $1,923,750 (“Principal Amount”), loaned to the Borrower by the City to finance the acquisition of the Parking Parcel for the Project, as set forth in the DDLA.

3. Interest. The Note shall bear simple interest at three and one-half percent (3.5%) annual interest as of the date of this Note.

4. Term. The entire indebtedness evidenced by this Note shall be repaid to the City by no later than the date that is the earlier of: (i) three months after the completion of the Project’s construction as determined by the issuance of a certificate of occupancy for the hotel, or (ii) December 31, 2025, whichever is sooner (the “Maturity Date”); unless otherwise terminated for infeasibility in accordance with the DDLA.

5. No Assumption. Except as may be otherwise set forth in this Agreement and the DDLA, this Note shall not be assumable by the successors and assigns of Borrower without the City’s prior written consent.

6. Security. This Note is secured by that certain Deed of Trust and Assignment of Rents executed concurrent with this Note and recorded against the Parking Parcel in the Official Records of Alameda County, wherein the Borrower is the Trustor, and the City is the Beneficiary (the “Security Instrument”). City shall be entitled to the benefits of the Security Instrument and shall have the right to enforce the covenants and agreements contained herein, in the Security Instrument, and in the DDLA executed by and between the Borrower and the City as a condition of the DDLA. Any restrictive covenants executed by and between City and Borrower as a condition of the DDLA shall remain effective for the full duration of those restrictions and shall survive repayment of this Note as set forth in the DDLA.

7. Repayment. The Borrower shall make payments towards principal and accrued interest due on the Site Acquisition Loan as set forth in the DDLA during the Term of this Note.

This Note becomes due and payable in full on the earlier of: (a) the date of any Transfer, as defined in the DDLA not authorized by the City; (b) an Event of Default by Borrower which has not been cured as provided for in the DDLA; but in any event (c) no later than the Maturity Date. Any payments made by Borrower pursuant to this section shall be applied first to current annual interest due, and then to reduce the principal amount of the Site Acquisition Loan. All payments by the Borrower shall be paid to the City in currency of the United States

EXHIBIT A
526
Promissory Note – 2080 Railroad Avenue

of America, which at the time of the payment is lawful for the payment of public and private debts.

All payments on this Note shall be made payable to the City of Livermore and shall be delivered to the City at 1052 South Livermore Avenue, Livermore, California, 94550, or to such other place as the City may from time-to-time designate.

All payments on this Note shall be without expense to the City, and the Borrower agrees to pay all costs and expenses incurred in connection with the payment.

8. Prepayment. At its option and without any premium or penalty, Borrower may pay all or a portion of the outstanding Principal Amount prior to the amount becoming due. The Borrower may make such prepayments at any time, or from time to time before the prepaid amount is due. All prepayments shall be applied by the City to reduce the amount of the outstanding Principal Amount owed under this Note.

9. Encumbrances. The Borrower shall not encumber either or both the Property or Parking Parcel, permit the covenancy, transfer, or encumbrance of either or both the Property or Parking Parcel, allow the placement of any liens, notes, or deeds on either or both the Property or Parking Parcel, or use either or both the Property or the Parking Parcel as security for any note or loan, without the City’s prior written approval; provided, however, that the approval of encumbrances consistent with the approved financing plan included in the DDLA shall not be unreasonably withheld. Any written approval by the City shall be consistent with the requirements of Section 14 below.

10. Payment Acceleration. The Principal Amount of this Note, together with all accrued interest and other outstanding payments and penalties, shall become immediately due and payable upon the occurrence of any of the following events, each subject to any applicable notice and cure periods:

A. The Borrower fails to use the Property or the Parking Parcel, or both, in accordance with the DDLA;
B. The Borrower fails to cure a default consistent with the requirements of Section 11 below;
C. The transfer of the Property, Parking Parcel, or this Note in violation of Section 13, and without the City’s written approval consistent with the requirements of Sections 14 and 15 below;
D. The encumbrance of the Property or Parking Parcel, or both, in violation of Section 8, without the City’s written approval consistent with the requirements of Sections 9 and 15;
E. Borrower is found to be in Default of the DDLA.

11. Default – Notice & Opportunity to Cure. If in the City’s sole discretion, the Borrower fails to observe or perform any condition contained herein, or take diligent action towards the cure or remedy of such event, for a period of thirty (30) days after written notice from the City specifying such failure and requesting that it be cured, such event shall be deemed a default and the City shall be entitled, and in addition to all other remedies provided by law or in equity, to compel specific performance by the Borrower of its obligations under this Note. Any investor, limited partner of Borrower or Borrower's assignee shall have the same notice and

EXHIBIT A
527
Promissory Note – 2080 Railroad Avenue

cure rights granted to Borrower, and any cure tendered by such investor shall be accepted or rejected on the same basis as if tendered by Borrower.

12. Default Rate. Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate of the lesser of ten percent (10%) per annum or the maximum rate permitted by law (the “Default Rate”); provided, however, if any payment due hereunder is not paid when due, the Default Rate shall apply to commence upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent City from exercising any of its other rights or remedies.

13. Prohibited Transfers. Except as otherwise permitted by the terms of this Note or the DDLA, the Borrower is prohibited from transferring by sale, lease, trade, exchange, rental, gift, assignment, conveyance, the Property, Parking Parcel, or any parts thereof, or any trust or power, or any transfer in any other mode or form, of the Property or Parking Parcel, or any parts thereof or any interests therein; provided, however, that the Borrower may transfer any or all of its interest in the Property, the Parking Parcel, or both, to a subsidiary or affiliate controlled by Borrower. Notwithstanding anything to the contrary contained herein, this Note shall be assignable and transferable in whole or in part to one or more limited partnerships affiliated with Borrower, so long as any such assignment or other document evidencing such assignment is acceptable to the City.

14. Permitted Transfers. Under the following limited circumstances, the City may give its prior written approval for the transfer of the Property, the Parking Parcel, or both: The Property and Parking Parcel is to be transferred to another qualified developer, as pre- determined by the City, who will assume the Borrower’s rights and obligations under the Deed of Trust, this Note, and the DDLA.

15. Prior Written Approval. The City shall not unreasonably withhold its written approval of permitted transfers, encumbrances, and refinancing by the Borrower. However, the City may only give written approval of those transfers, encumbrances, and refinancing authorized by this Note and the DDLA. The Borrower must request the City’s written approval prior to pursuing any transfer, encumbrance, or refinancing. If not approved, or in violation of this Note, any unapproved transfer, encumbrance, or refinancing shall be null and void and the Borrower must deliver to the City any profits or benefit received from the transaction consistent with the requirements of Section 24.

16. Audit and Inspection. To the extent permissible under laws and regulations protecting individual confidentiality, the City shall have access to and is hereby authorized by the Borrower to inspect, make copies or photographs of, the Property, the Parking Parcel, books, utility accounts, and records of the Borrower pertaining to this Note and the Borrower’s use of the Property and the Parking Parcel.

17. Notices. Any demand or notice which either party desires to deliver to the other shall be in writing and shall be delivered by hand, sent by a recognized overnight courier, deposited

EXHIBIT A
528
Promissory Note – 2080 Railroad Avenue

in the United States mail with first-class prepaid postage and a return receipt requested, to ensure timely and complete delivery to the other party at the addresses noted above.

18. Attorney Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay all costs and expenses of collection and reasonable attorney fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed.

19. Severability. Every provision of this Note is intended to be severable. If any provision is held by a court of competent jurisdiction to be invalid, illegal, and unenforceable, the validity, legality, and enforceability, of the remaining provisions shall not in any way be affected or impaired.

20. Interpretation. The provisions of this Note have been arrived at through negotiation and each party had a full and fair opportunity to revise the provisions and have them reviewed by legal counsel. The parties agree that any ambiguities in construing or interpreting this Note shall not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language of this Note and the DDLA, the language of the DDLA shall control.

21. Joint and Several Obligations. This Note is the joint and several obligations of all makers, sureties, guarantors, and endorsers, and shall be binding upon them and their successors and assigns.

22. Negotiability. Except as otherwise provided herein, this Note is non-negotiable and not transferable by the Borrower. The City, in its sole discretion, may, in the event of an Event of Default by the Borrower that is not cured as provided for in the DDLA, negotiate a transfer, assignment, or assumption of this Note to any person and upon a minimum ninety (90) day written notice to the Borrower by the City.

23. Binding Upon Successors. All provisions of this Note shall be binding upon and inure to the benefit of the successors-in-interest, transferees, and assigns of the Borrower and the City, respectively.

24. Nonrecourse. Except as expressly provided in this Section, Borrower shall have no personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Property, the Parking Parcel, and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall: (A) impair the enforcement against all such security for the Site Acquisition Loan in the DDLA of all the rights and remedies of the City under the Deed of Trust as such may be amended, modified, or restated from time to time; (B) impair the right of City to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Deed of Trust, the interest in the Property created thereby and any other collateral given to City in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action; (C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Site Acquisition Loan in the DDLA as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which City

EXHIBIT A
529
Promissory Note – 2080 Railroad Avenue

may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City hereunder or to require that the Property shall continue to secure all of the indebtedness owed to City hereunder in accordance with this Note and the Deed of Trust; or (E) limit or restrict the ability of City to seek or obtain a judgment against Borrower to (1) recover under any provision of the DDLA or other documents that obligates Borrower to indemnify City, or (2) recover from Borrower compensatory damages as well as other costs and expenses incurred by City (including without limitation reasonable attorneys’ fees and expenses) arising as a result of the occurrence of any of the following: (a) any fraud or intentional misrepresentation on the part of the Borrower or any officer, director or authorized representative of Borrower in connection with the request for or creation of the Site Acquisition Loan in the DDLA Loan, or in DDLA or other documents between the City and the Borrower, or in connection with any request for any action or consent by City in connection with the DDLA and its terms and conditions for the Site Acquisition Loan; (b) any failure to maintain insurance as required pursuant to the City Documents; (c) failure to pay taxes, assessments or other charges which may become liens on the Property (subject to the right to contest as set forth in the DDLA); (d) the violation of the Borrower’s obligations in the DDLA, except as limited by the provisions of such agreement; (e) the occurrence of any act or omission of Borrower that results in waste to or of the Property or the Parking Parcel and which has a material adverse effect on the value of the Property, the Parking Parcel, or both; (f) the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the Deed of Trust; (g) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; and (h) the failure of Borrower to pay all amounts payable under this Note in full if Borrower Transfers the Property in violation of the DDLA.

[Signatures on the Following Page]

EXHIBIT A
530
Promissory Note – 2080 Railroad Avenue

DATE: BORROWER:

2205 RAILROAD AVENUE LLC,
a Delaware limited liability company

By: PresidioCo Holdings LLC,
a Delaware limited liability company,
Its: Manager

By:

Name:

Title:

DATE: CITY:

CITY OF LIVERMORE,
a municipal corporation

By:

Name:Marc Roberts

Title: City Manager

APPROVED AS TO FORM

By:

Exhibit A – Property Description – Hotel Parcel
Exhibit B – Parking Parcel Description

EXHIBIT A
531

LEGAL DESCRIPTION HOTEL PARCEL
PARCEL A & SUBSURFACE PARCEL C – PARCEL MAP 9999

REAL PROPERTY SITUATED IN THE CITY OF LIVERMORE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL A AND SUBSURFACE PARCEL C, OF PARCEL MAP NO. 9999,

RECORDED
October 3, 2018, IN BOOK 340 OF MAPS AT PAGES 86-89, ALAMEDA COUNTY RECORDS.

PARCEL A CONTAINING 53,126 SQUARE FEET OF LAND MORE OR LESS SUBSURFACE PARCEL C CONTAINING 50,963 SQUARE FEET OF LAND MORE OR LESS

EXHIBIT A
532

EXHIBIT A
533

EXHIBIT A
534
Promissory Note – 2080 Railroad Avenue

EXHIBIT B

Parking Parcel Description
(Legal Description of Parking Parcel to be provided by Developer upon purchase of property)

EXHIBIT A
535

DESCRIPTION OF PUBLIC IMPROVEMENTS

A. South Livermore Avenue Roadway Modifications

The Livermore Avenue roadway modifications are to create a dual drop-off zone in front of the proposed Hotel lobby. The drop-off zone will consist of a minimum eight (8) foot wide sidewalk in front of the lobby, a nine (9) foot wide drop-off lane adjacent to the sidewalk, an eight (8) foot wide drop-off lane, and a two (2) foot wide striped buffer separating the travel lanes from the drop-off lanes. The curb gutter along the east side of Livermore Avenue shall be realigned to reroute the existing two northbound travel lanes around the drop-off lanes and then align back with the existing lane configuration at the intersection of Livermore Avenue and Railroad Avenue signalized intersection. The two northbound travel lanes shall be twelve (12) feet wide south of the drop-off area then be reduced to eleven (11) feet wide travel lanes across the frontage of the drop-off area and then widen as necessary to conform with the existing travel lanes at the intersection. The existing northbound left-turn pocket at the intersection of Livermore Avenue and Railroad Avenue shall be modified such that the left-turn pocket shall be a minimum length of one hundred thirty (130) linear feet with a minimum sixty (60) foot taper as follows:

1. Remove the existing median in Livermore Avenue and salvage the existing pavestones.

2. Remove the existing curb, gutter, sidewalk, and street trees along the east side of Livermore Avenue from the southeast corner of the Livermore Avenue/Railroad intersection to the existing crosswalk near the southern boundary of the Hotel.

3. Remove the existing paving within Livermore Avenue to install a new raised median.

In addition, a solar-powered pedestrian flashing beacon shall be installed at the existing crosswalk just south of the hotel parcel exit driveway. Cost-sharing for these improvements shall be per the provisions of the DDLA.

B. Railroad Avenue

New Railroad Avenue frontage improvements shall be constructed by the City as part of City Project 202116 widening of Railroad Avenue. The developer shall remove and replace any damaged frontage improvements as a result of constructing the Hotel Improvements. The Developer shall install storm drain improvements as required to meet on-site hotel and on-site public roadway stormwater requirements. The developer shall slurry seal and restripe Railroad Avenue from Livermore Avenue to fifty (50) feet beyond the eastern boundary of this project from the median to the gutter along the Hotel frontage due to utility cuts in the street.

EXHIBIT A
536
C. On-Site Public Roadway

The following improvements and public improvements shall be designed and constructed by the Developer as part of the on-site public roadway:

1. Public roadway from Railroad Avenue to Livermore Avenue routing around the east side of the Hotel varying in width from twelve (12) feet to fourteen (14) feet in width.

2. Seven (7) ADA parking spaces along the eastern boundary of the proposed Hotel Development.

3. An eight (8) foot wide loading zone at the courtyard of the proposed Hotel development.

4. A ten (10) foot wide loading zone along the southern boundary of the Hotel Parcel to serve the Hotel and the existing commercial businesses that front First Street.

5. A five (5) foot wide sidewalk from the Bankhead Theater plaza area to Railroad Avenue along the eastern boundary of the proposed Hotel. The sidewalk shall be flush to grade from the southeast corner of the Hotel the full length of the ADA parking spaces then ramp up to a standard walkway with a 6” curb up to the driveway entry at Railroad Avenue.

6. New curb and gutter along the eastern and western boundaries of the on-site roadway improvements.

7. Bio-retention swale located along the northeast portion of the roadway improvements and new 12” storm drain piping from the bio- retention swale to an existing drop inlet located at the southeast corner of the intersection of Railroad Avenue and Livermore Avenue.

8. New landscaping shall be installed along the eastern boundary of the hotel parcel from the northern point of the ADA parking up to the northeast corner of the hotel parcel. The landscape shall be designed to screen a portion of the adjacent Bankhead Theater and serve as a bio-treatment device to treat the stormwater runoff from the new public roadway.

9. Bio-retention planters located on the adjacent City property (Parcel B, Parcel Map 9999) along the southern portion of the 10-foot-wide loading zone and new 12” storm drain piping from the bio-retention planters to an existing storm drain maintenance hole located at the roadway exit driveway on Livermore Avenue.

EXHIBIT A
537

10. New street-level driveway approach with ADA ramps on Railroad Avenue at the northeast corner of the Hotel.

11. New street-level driveway approach with ADA ramps on Livermore Avenue at the southwest corner of the Hotel.

D. Landscape on City Parcel B, Parcel Map 9999

The Developer shall design and construct new landscaping in City Parcel B of Parcel Map 9999 adjacent to and along the southern boundary of the hotel parcel. The landscape at the southern boundary of the hotel parcel shall be bio-treatment devices designed to treat a portion of the public roadway and loading zone along the southern boundary of the Hotel Parcel. Additional landscape improvements shall be installed in the area where the existing trash compactor will be removed after the new Joint Solid Waste Facility is installed. Landscape in this area shall match the existing landscape and be irrigated from the existing irrigation system serving the City parcel.

E. Joint Solid Waste Facility

The Developer shall design and construct a Joint Solid Waste Facility in close proximity to the Hotel sized to serve the solid waste produced including but not limited to garbage, organics, and recyclable services by the Hotel, Bankhead Theater, First Street Mixed- Use Commercial Projects (East and West), Livermore Valley Center Plaza, and the Livermore Cinema. The Joint Solid Waste Facility will replace the temporary facility located south of the Hotel and north of the First Street Mixed-Use Commercial Project (West). The Developer shall maintain access to the temporary solid waste facility during the construction of the Project until such time as the Joint Solid Waste Facility is completed and operational. Once the Joint Solid Waste Facility is operational, the Developer shall remove the temporary solid waste facility and install new landscape and irrigation connected to the City’s irrigation system at the location of the former temporary solid waste facility.

EXHIBIT A
538

Public Improvement Agreement Page 1 of 5
Rev. 7/2019

PUBLIC IMPROVEMENT AGREEMENT

THIS AGREEMENT is entered into by and between 2205 Railroad Avenue LLC, a Delaware limited liability company (“Developer”), and the City of Livermore, a municipal corporation (“City”).

RECITALS

A. The Developer and City are parties to that certain Amended and Restated Disposition and Development Agreement dated XXXXXXXX, 2021, and recorded on XXXXX, 2021, in the official records of Alameda County California as instrument number XXXXXXXXXX (the “DDLA”).

B. The Public Improvements as defined in the DDLA have not yet been completed according to the requirements of the DDLA. The City and Developer desire to establish an agreement binding the Developer to complete the Public Improvements no later than 2 years after the date this Agreement is executed.

AGREEMENT

NOW, THEREFORE, the City and Developer hereby agree that the aforementioned recitals are true and correct, and further agree as follows:

1. Performance of Improvements. The Developer shall perform all work as specified in Exhibit “A”, attached, and incorporated herein by this reference, in strict accordance with all specifications, plans, applicable City standards, and to the satisfaction of the City Engineer. The work shall be performed, and all materials and labor shall be provided, at the Developer’s sole cost and expense subject to the reimbursement provisions set forth in the DDLA. The Developer has provided detailed improvement plans, for all public improvements depicted in Exhibit “A”. All required public improvements shall be constructed in accordance with the approved improvement plans (dated , sheets ), and current City standard specifications and details, all of which are on file in the office of the City Engineer.

2. Special Conditions. The Developer shall be required to comply with the special conditions as follows: There are no special conditions.

3. Time for Completion. All required public improvements shall be complete and ready for acceptance by City Council as determined by the City no later than 2 years after the execution of this Agreement.

4. Permits, Licenses, and Compliance with the Law. The Developer shall, at the Developer’s expense, obtain and maintain all necessary permits and licenses for the performance of the work specified in this Agreement. The Developer shall also comply with all local, state, and federal laws, whether or not said laws are expressly stated in this Agreement.

EXHIBIT A
539

Public Improvement Agreement Page 2 of 5
Rev. 7/2019

5. Acceptance by City. The City shall accept for maintenance the public improvements required by this Agreement after City has determined the Developer has caused all public improvements to have been made in accordance with the requirements of Paragraph 1 above. All public improvements required by this Agreement shall become the sole property of the City when the City accepts such improvements for permanent maintenance.

6. Continued Maintenance For One Year. The Developer shall maintain all public improvements required by this Agreement for one year following the completion by the Developer, and acceptance of the public improvements by City Council. All public improvements required by this Agreement shall become the sole property of the City when the City accepts such improvements for permanent maintenance.

7. Inspection by City. All work done by the Developer shall be inspected by an inspector employed by the City at the cost and expense of the Developer. The Developer shall pay the City, on-demand, the cost of the inspection in accordance with City ordinances. In order to permit the City to inspect the work, the Developer shall provide to the City proper and safe access to the project site at all times, and all portions of the work, and to all shops wherein portions of the work are in preparation.

8. Payment of Outstanding Fees. Prior to acceptance of the public improvements for permanent maintenance by the City, the Developer shall pay all outstanding fees that are due in accordance with City ordinances or this Agreement. In the event the fees are not paid within one year of the date of execution of this Agreement, the Developer shall pay interest at seven percent (7%) per annum from that date until the fees are paid, whether or not any conditions of this Agreement are extended or modified.

9. Reimbursement by City. The City shall reimburse the Developer for its costs for the Public Improvements in accordance with the reimbursement provisions set forth in the Development Agreement.

10. Bonds Required. The Developer shall provide to the City surety bonds of a form satisfactory to the City Attorney issued by a company authorized to issue surety bonds in the State of California as follows:

(a) At the time of signing this Agreement, the following bonds shall be provided:

i. Faithful Performance – in the amount of 100 percent (100%) of the total estimated construction costs, or $ TBD , to secure faithful performance of this Agreement by the Developer.

ii. Labor and Materials – in the amount of fifty percent (50%) of the estimated construction costs, or $ TBD , to secure payment by the Developer of laborers and material engaged pursuant to this Agreement, and further to secure payment as required by the Unemployment Insurance Act.

EXHIBIT A
540

Public Improvement Agreement Page 3 of 5
Rev. 7/2019

(b) At the time of signing this Agreement, or before the City accepts the public improvements, the Developer shall also provide a Warranty Bond for maintenance in the amount of fifteen percent (15%) of the cost of the public improvements, or $ TBD , to secure performance of Sections 1 and 6 above. This bond shall remain in effect for one (1) year after the date of acceptance by the City Council of the public improvements required by this Agreement.

11. Alternate Security. In lieu of the bonds required by Paragraph 10 above, alternative security in the form outlined by City ordinance, compliant with the Government Code, and approved by the City Attorney may be provided.

12. Reporting Damages. If any damage (including personal injury, death, or property damage) occurs in connection with the performance of this Agreement, the Developer shall immediately notify the City Risk Manager’s office by telephone at (925) 960-4172, and Developer shall promptly submit to the City’s Risk Manager a written report, in a form acceptable to the City, with the following information: (a) a detailed description of the damage (including the name and address of the injured or deceased person(s), and a description of the damaged property, if any), (b) the name(s) and address(es) of witnesses, and (c) the name(s) and address(es) of any potential insurance companies.

13. Indemnification. The Developer shall indemnify, defend, and hold the City, its officers, officials, employees, agents, and volunteers harmless against any and all claims, injuries, damages, losses, and suits, including attorney’s fees and legal costs, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused solely by the negligence of the City.

14. Insurance Required. The Developer shall procure and maintain insurance for the duration of the contract in the amounts and under the terms set forth in Exhibit “B” against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Developer, its agents, representatives, employees, or subcontractors.

15. Attorney’s Fees to Prevailing Party. If any action at law or in equity, including an action for declaratory relief, is brought to challenge, enforce, or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, expert witness fees, and costs, in addition to any other relief to which they may be entitled.

16. Agreement Binds Successors. This Agreement pertains to and runs with the land benefited by the privileges it grants and binds the successors in interest of the parties to this Agreement.

17. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and

EXHIBIT A
541

Public Improvement Agreement Page 4 of 5
Rev. 7/2019
effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement.

18. Modifications. This Agreement may not be modified unless by written instrument signed by both parties.

19. Governing Law. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda.

**************************************************************************************************** Signatures and Attachment List on the Following Page

EXHIBIT A
542

Public Improvement Agreement Page 5 of 5
Rev. 7/2019
DATE: DEVELOPER:

2205 RAILROAD AVENUE LLC,
a Delaware limited liability company

By: PresidioCo Holdings LLC,
a Delaware limited liability company,
Its: Manager

By:

Name:

Title:

Mailing Address:
2205 Railroad Avenue
262 Glorietta Boulevard
Orinda, CA 94563
Attn: Rikesh Patel

(ALL SIGNATURES MUST BE NOTARIZED)

DATE: CITY OF LIVERMORE,
a municipal corporation

By:

Name: Marc Roberts

Title: City Manager

(SEAL)
ATTEST:

By:

City Clerk

APPROVED AS TO FORM

By:

Assistant/City Attorney

Attachments:

Exhibit A – Engineering Considerations
Exhibit B -- Insurance Requirements

EXHIBIT A
543
DDLA Schedule of Performance
Pre-Escrow Requirements Due Date
1 Pre-submittal meeting between City and Developer for entitlements 20-Dec-21 2 Developer submittal of entitlement package 4-Jan-22
3 Developer submittal of complete entitlement package in response to City comments 24-Jan-22 4 Developer submittal Phase 1 for Parking Parcel lot prior to close of escrow 27-Jan-22 5 Developer completes purchase of Parking Parcel property 15-Feb-22 6 Preliminary pro-forma submitted by Developer to City 28-Feb-22 7 Developer Submittal of Draft Hotel Standard Proposal 28-Mar-22 8 City Council review of entitlement package (date subject to on-time submittal of complete entitlement package) 11-Apr-22 9 City approval of parcel map waiver (staff level - subject to on-time submittal of complete entitlement package) 11-Apr-22 10 Developer and the City have entered into a Lease and Operating Agreement for the Hotel and Parking Parcels 11-Apr-22 11 City records parcel map for Hotel Parcel 22-Apr-22
12 Close of Escrow and final transfer of property to Developer 29-Apr-22 13 Joint Compactor/Solid Waste Facility Agreement signed by all applicable parties 30-Jun-23 14 Developer Submittal of Final Hotel Standard Proposal 3-Jul-23 15 City response to final Hotel Standard Proposal (date subject to on-time submittal of Final Hotel Standard Proposal in Item 14 above) 30-Nov-23 16 Building permit submittal by Developer including Hotel, Parking Parcel, Joint Solid Waste Facility and all public improvements 18-Aug-23 17 Final submittal of Final Hotel Standards Proposal in response to City comments 12-Jan-24 18 City approval of Final Hotel Standards Proposal, with conditions as needed (date subject to on-time submittal of Item 17 above) 2-Feb-24 19 Submittal of improvement agreement, bonds, and final off-site improvement plans 4-Mar-24 20 Developer submittal of letters of intent from lenders/equity partners demonstrating full financing needed to construct 15-Feb-24 21 Council approval of improvement agreement and public improvements (subject to on-time submittal of Item 18 above) 13-May-24 22 Developer has obtained Building Permit approval by City for Hotel, Parking Parcel and Joint Solid Waste Facility 31-May-24 23 Start of construction of Joint Solid Waste facility and Hotel (Outside Date) 30-Jun-24 24 Start of construction of Parking Parcel improvements 30-Jan-25 25 Construction of Hotel and all public improvements, and Parking Parcel complete 15-Nov-25 26 Hotel opens and lump sum payment due for loan + interest on Parking Parcel and final payment due for the Hotel Property purchase 31-Dec-25

EXHIBIT A
544
Scope of Development

The Scope of Development provides the baseline standards from which the Developer shall prepare plans for the project. The final construction drawings shall be consistent with the scope established here, subject to any changes approved by the City Council as part of the Downtown Design Review Entitlements.

Scope of Development:

The project shall include the design and construction of a four-story 125-135-room hotel with an approximately 3,300 square foot bar/lounge, 1,500-2,000 square foot meeting space, 3,500 square foot rooftop deck open to the public consistent with DDLA Exhibit Q, fitness center, outdoor pool, an open courtyard and patio, and related amenities. The design of the project, including the off-site valet parking lot, shall meet the requirements of the City’s Downtown Specific Plan in effect at the time of project entitlement. The hotel shall be designed as an upscale or upper-upscale hotel, under the STR, Inc. Chain Scales Rating system or similar industry-recognized rating system as more particularly described in DDLA Exhibit E (Hotel Standards). The hotel shall be designed and appointed with a quality that meets or exceeds the following hotel types, as they exist at the time of the execution of this agreement: Marriot AC, Marriot Autograph Collection, Hilton Canopy, and the Curio Collection by Hilton.

The design of the hotel exterior shall meet or exceed the quality of the hotel project approved on the project site on September 10, 2018, via Council Resolution No. 2018- 155. Interior and exterior materials, workmanship, fixtures, features, and amenities shall be durable and of high quality and further the project’s position as a preeminent downtown destination.

The project shall also include off-site valet parking at 2080 Railroad Avenue, consistent with DDLA Exhibit J (Parking Parcel) or other similar off-site valet parking lot if approved by the City Council, consistent with the terms of the DDLA. In addition to valet parking service, the project shall meet its accessible parking requirement on the project site.

The project shall also construct and manage a private Joint Solid Waste Facility for the Livermore Valley Center, per DDLA Exhibit F (Joint Solid Waste Facility Agreement Material Terms) which shall be consistent in design with the surrounding uses and the requirements of the City’s Downtown Specific Plan. The project shall also demolish the existing temporary solid waste compactor facility, once the new facility is operational, and provide for replacement landscaping on adjoining City property.

EXHIBIT A
545
Lease Agreement- City as Lessee Page 1 of 12
Rev. 12/2021

TEMPORARY PARKING LEASE AGREEMENT
(Hotel Parcel)
THIS LEASE AGREEMENT (“Lease”) dated as of this _____ day of ____________, 2022, is made and entered into by and between 2205 Railroad Avenue LLC, a Delaware Limited Liability Company (“Lessor”) and the City of Livermore, a municipal corporation ("City" or “Lessee”).

RECITALS
A. Lessor desires to construct a four story approximately 65,000-75,000 square foot hotel, containing between 125-135 hotel rooms on two City-owned parcels (APNs: 098- 0407-031-00 and 098-0407-033-00) located on the southeast corner of South Livermore Avenue and Railroad Avenue in downtown Livermore (hereinafter “Hotel Parcel”).

B. On , the City and Lessor entered into a Disposition, Development and Loan Agreement (the “DDLA”) wherein the City agreed to sell the Hotel Parcel to Lessor for $71,521. Prior to the close of escrow, the City was using a portion of the Hotel Parcel as a temporary paved surface public parking lot. Upon sale of the Hotel Parcel to Lessor, Lessor has agreed to lease a portion the Hotel Parcel to City at no cost for use as a temporary paved surface public parking lot until the commencement of construction on the Hotel Parcel.

C. As part of the Disposition, Development and Loan Agreement, the City made a loan to Developer to fund the acquisition of a piece of real property located at 2080 Railroad Avenue in Livermore in order to use the property as a valet parking lot to satisfy a portion of the City’s parking requirements for the Hotel (“Parking Parcel”).

D. Prior to commencement of construction of the Hotel, City desires to lease from Lessor and Lessor desires to lease a portion of the Hotel Parcel (hereinafter “Hotel Parcel” or “Leased Premises”) as more particularly shown on Exhibit A attached hereto and incorporated herein. The Leased Premises is approximately 41,500 square feet of a paved surface public parking lot.

E. The Lessor desires to lease the Leased Premises to City and City desires to lease from Lessor the Leased Premises on the terms and conditions contained in this Lease Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Leased Premises. Lessor leases to City and City leases from Lessor, the Leased Premises which consists of approximately 41,500 square feet of a paved surface public parking lot, as indicated on Exhibit A.

EXHIBIT A
546
Lease Agreement- City as Lessee Page 2 of 12
Rev. 12/2021

2. Possession; Delay in Delivery of Possession.
(a) Except as otherwise provided in this Lease Agreement, City agrees to accept possession of the Leased Premises in its existing “as is” condition, including, but not limited to, all patent and latent defects and subject to all applicable laws, ordinances, and regulations governing and regulating the use of the Hotel Parcel and/or the Leased Premises and any recorded covenants, conditions, restrictions, easements, licenses, or right of ways.
(b) If Lessor, for any reason whatsoever, cannot deliver possession of the Leased Premises to City on or before the commencement date, this Lease Agreement shall not be void or voidable and no obligation of City shall be affected thereby, and neither Lessor nor Lessor's agents shall be liable to City for any loss or damage resulting therefrom.

3. Rent. A s a condition of the sale of the Hotel Parcel from City to Lessor , Lessor agrees to lease the Leased Premises to the City at no cost for use as a temporary paved surface public parking lot. This no cost lease was incorporated into the sales price for the Hotel Parcel through the DDLA. City shall be responsible for all costs associated with the maintenance of the Leased Premises as set forth in Section 7 of this Lease Agreement.

4. Term. This Lease Agreement shall commence on [date], 2022 (“Commencement Date”) and terminate on the date when Lessor commences construction of the Hotel.

Lessor shall provide City with 30 days written notice prior to the date that construction of the Hotel will commence. This Lease Agreement shall supersede and replace any other lease agreement between said parties, or their predecessors in interest, concerning the use of the Leased Premises, or any other space or area of the Hotel Parcel

5. Solid Waste Disposal and Collection. In accordance with the DDLA, Lessor is required to design, construct, and own a Joint Solid Waste Facility that will provide garbage, organics, and recyclable services for the Hotel, Bankhead Theater, First Street Mixed Use Commercial Projects (East and West), Livermore Valley Center Plaza, and the Livermore Cinema. The Joint Solid Waste Facility shall replace the temporary solid waste facility located south of the Hotel Parcel and north of the First Street Mixed-Use Commercial Project (West). Lessor shall maintain sufficient truck access to allow solid waste collection at the existing temporary solid waste facility until such time when the Joint Solid Waste Facility is constructed and operational. At the time Lessor provides City written notice of the date construction of the Hotel will commence, Lessor shall identify how solid waste collection access will be maintained if the Joint Solid Waste Facility is not yet operational.

6. City’s Use of Leased Premises.
(a) Use of Leased Premises. City shall only use the Leased Premises for the purpose of a temporary paved surface public parking lot and for trash collection at the temporary solid waste facility located south of the Hotel Parcel.

EXHIBIT A
547
Lease Agreement- City as Lessee Page 3 of 12
Rev. 12/2021
(b) Rules Regarding Use. City shall observe and comply with the rules and regulations annexed to this Lease Agreement and, after notice of these rules, City’s use of the Leased Premises shall be subject to the following rules:
(i) City shall not allow, authorize, or permit the Leased Premises, or any part thereof, to be used for any use or any illegal activity or purpose in violation of federal or state laws and/or ordinances, regulations and requirements of County, City, or any other enforcement authority.
(ii) City shall not commit, allow, or permit to be used for any offensive or improper use or nuisance, the Leased Premises which may unreasonably or unlawfully disturb or damage the Hotel Parcel or Leased Premises.
(iii) City shall not leave or store any trash, garbage, or refuse of any kind in, on, or about the Leased Premises and shall cause any refuse, trash, or other waste deposited on the Leased Premises by any of its employees, agents, or representatives to be picked up and disposed of in the appropriate manner so as to keep the Leased Premises in a neat and clean condition.
(iv) City shall not use, commit, allow, or permit to be used or committed, any waste upon the Leased Premises.
(c) Hazardous Materials. City shall not cause or permit any Hazardous Materials to be permanently stored, used or disposed of in the Hotel Parcel or Leased Premises, by City’s agents, employees, contractors or invitees, without having obtained Lessor’s prior, written consent. For purposes of this Lease Agreement, the following terms shall have the meanings set forth below:
“Hazardous Materials” shall mean any toxic or hazardous wastes, pollutants, materials or substances, including, without limitation, asbestos, PCB’s, petroleum products, radioactive substances or their by-products, other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq. (“CERCLA”); the Hazardous Materials Transportation Act, 49 U.S.C §§ 5101 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act of 1976, 15 U.S.C. §§ 2601 et seq.; any "toxic pollutant" under the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; any hazardous air pollutant under the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the California Hazardous Substance Account Act, California Health & Safety Code ("HSC") §§ 25300 et seq., the Hazardous Waste Disposal Land Use Act, HSC §§ 25100 et seq.; in or pursuant to or identified as causing cancer or reproductive toxicity in the California Safe Drinking Water & Toxic Enforcement Act of 1986, HSC §§ 25249.5 et seq.; and HSC §§ 25117, 25316; all as such laws may be amended; any hazardous or toxic substance, material, chemical, waste, or pollutant now or hereafter regulated under any other applicable Federal, State, or local environmental laws, without limitation; and any other matter in the nature thereof arising pursuant to the jurisdiction of any public agency.

EXHIBIT A
548
Lease Agreement- City as Lessee Page 4 of 12
Rev. 12/2021
“Hazardous Discharge” and “Contamination” shall mean the happening of any event involving an emission, spill, release, or discharge (“Release”) into or upon (i) the air, (ii) soils or any improvements located thereon, (iii) surface or ground water, (iv) the sewer, septic system, or waste treatment, storage, or disposal system servicing the Leased Premises, of any Hazardous Material, or (v) any other matter in the nature thereof arising pursuant to the jurisdiction of any public agency.
“Environmental Laws” shall mean all applicable Federal, State, and local laws, ordinances, regulations, orders, procedures, policies, and directives of every kind and nature whatsoever pertaining to Hazardous Materials in, at, on, under, or from the Leased Premises or any portion thereof.

7. City Obligations.
(a) Services and Utilities. City shall provide basic electricity and power for the Leased Premises.
(b) Maintenance. Except as otherwise provided herein, City shall at its own cost and expense, maintain the Leased Premises, and every part thereof, in good and sanitary order, condition, and repair. City shall be responsible for the cost of any and all repairs or maintenance to the Leased Premises, caused by negligent, careless, or willful acts of City, its employees, agents, equipment, or invitees.

8. Condition of Leased Premises. C ity represents and warrants that it has made a thorough and complete inspection of the Leased Premises using qualified consultants and experts of its own choosing, and the Leased Premises is suitable for a temporary, surface public parking lot and in good and sanitary order, repair, and condition. City hereby accepts the Leased Premises in its present condition and, except as otherwise may be set forth herein, without representation or warranty by Lessor as to the condition of such Leased Premises or as to the use of the Leased Premises.
9 . Construction and Repair.
(a) Mechanic’s Lien. City shall pay, or cause to be paid, all costs and expenses for work done by City, or caused to be done by City, on the Leased Premises of a character which could result in any lien on the Hotel Parcel, and City will keep the Leased Premises free and clear of any mechanic’s lien and/or other lien on account of work done for City or at its request.

Should any claims of lien be filed and/or recorded against the Leased Premises, or any action affecting the title thereto commenced, City shall give Lessor written notice thereof as soon as it has knowledge of the action.
(b) Construction . City shall not build or construct any improvement, or make any structural change, addition, or remodeling to the Leased Premises without the Lessor’s prior written consent. In the event that Lessor provides City with the required written consent, City shall at its own cost comply with any and all Federal, State, or local laws

EXHIBIT A
549
Lease Agreement- City as Lessee Page 5 of 12
Rev. 12/2021
and/or regulations applicable to any such construction, alteration, or remodeling to or within the Leased Premises to upgrade them to satisfy current standards.

11. Condemnation. If all or part of the Leased Premises is taken by condemnation such that the Leased Premises is no longer usable for a temporary, paved surface public parking lot, this Lease Agreement shall terminate. City shall be entitled only to that portion of the proceeds of condemnation which is directly attributable to the value of City’s interest in this Lease Agreement.

12. Compliance with Laws. City agrees to comply with all applicable zoning, municipal, county and state laws, ordinances and regulations governing the use of the Leased Premises. City agrees to secure and maintain throughout the Term and any Extended Term any federal, state or local licenses or permits required in order to use the Leased Premises for a temporary surface public parking lot . City’s failure to do so shall be considered a material breach of this Lease Agreement. City is responsible for compliance with all Federal requirements for improvements, construction and/or repair work outside of the Lessor’s obligations.

13. Assignment.
(a) Prohibition Against Assignment and Encumbrance. This Lease Agreement and any rights or obligations of City hereunder shall not be sold, assigned, transferred, leased, assigned, sublet, conveyed, hypothecated either in whole or in part, or in any manner, without Lessor’s prior written consent. The City shall not allow any other person or entity to occupy or use all or any part of the Hotel Parcel or Leased Premises without first obtaining Lessor’s written consent. Consent to any assignment shall not constitute a further waiver of the provisions of this section. (b) Involuntary Assignment. No interest of Lessee in this Lease Agreement shall be assignable by operation of law, including, without limitation, the transfer of this Lease Agreement by testacy or intestacy. Each of the following acts shall be considered an involuntary assignment:
(i) If City is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which City is the bankrupt party; or, if the City is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; (ii) If a writ of attachment or execution is levied on this Lease Agreement; (iii) If, in any proceeding or action to which Lessee is a party, a receiver is appointed with authority to take possession of the Leased Premises.

EXHIBIT A
550
Lease Agreement- City as Lessee Page 6 of 12
Rev. 12/2021
(iv) An involuntary assignment shall constitute a default by City and Lessor shall have the right to elect to terminate this Lease Agreement, in which case this Lease Agreement shall not be treated as an asset of City.
(v) If a writ of attachment or execution is levied on this Lease Agreement, City shall have ten (10) days in which to cause the attachment or execution to be removed.

14. Taxes. Lessor shall pay during the term of this Lease Agreement, without abatement, deduction, or offset, any and all real and personal property taxes, general and special assessments, and other charges (including any increase caused by a change in the tax rate or by a change in assessed valuation) of any description levied or assessed during the term of this Lease Agreement by any governmental agency or entity on or against the Hotel Parcel, improvements located on the Hotel Parcel, personal property located on or in the Hotel Parcel or improvements, and the leasehold interest created by this Lease Agreement.

16. Indemnity. City agrees to and shall defend, indemnify, protect and hold harmless Lessor, its officers, directors, employees and agents harmless from and against any and all loss, damage, injury, accident, casualty, liability, claim, cost or expense (including, but not limited to, reasonable attorneys’ fees) of any kind or character to any person or property arising from or related to any act or omission of City, its employees, agents or contractors, the City’s use of the Leased Premises, or as a result of this Lease Agreement. To the greatest extent by law, City waives all claims or demands against Lessor for any loss, damage, or injury to City or City’s property in connection with this Lease Agreement or the operation or use of the City’s property by City or its agents, servants or contractors or employees and agrees to so indemnify and hold Lessor harmless.

EXHIBIT A
551
Lease Agreement- City as Lessee Page 7 of 12
Rev. 12/2021

18. Termination.
(a) Termination for Cause. In the event City engages in, or permits any other person to engage in, any illegal activities in, on, or about the Hotel Parcel or the Leased Premises, whether with or without a criminal conviction, Lessor shall have the right to immediately terminate this Lease Agreement and demand City surrender the Leased Premises.

Except for immediate termination as provided for in this Lease Agreement, should City at any time during the term of this Lease Agreement be in default in the performance of any of the terms, conditions, rules, covenants, or requirements herein contained or otherwise agreed to by the parties, including the rules and regulations established by Lessor regarding the use of, or access to, the Hotel Parcel and Leased Premises, and should such default continue for thirty (30) days after written notice thereof from Lessor to City specifying the particulars of such default, or should City vacate or abandon the Leased Premises, then in any such event it shall be at the option of the Lessor, the Lessor’s right to declare this Lease Agreement terminated and re-enter the Leased Premises and take possession thereof and remove City’s fixtures and furnishings, and City shall have no further claim thereon or hereunder.
(b) Lessor’s remedies in this section shall be in addition and supplemental to any and all other rights or remedies which Lessor may have pursuant to this Lease Agreement and/or under the law.

EXHIBIT A
552
Lease Agreement- City as Lessee Page 8 of 12
Rev. 12/2021
(d) The abandonment of the Leased Premises by City.

20. Remedies. Upon the occurrence of an Event of Default, Lessor may pursue all rights or remedies available to Lessor at law or in equity.

21. Waiver. Any express or implied waiver of a breach of any term of this Lease Agreement shall not constitute a waiver of any further breach of the same or other term of this Lease Agreement.

23. Entry by Lessor. City shall permit Lessor, its officers, employees, and agents to enter into and upon the Leased Premises upon reasonable notice for the purpose of inspecting the Leased Premises, enforcing the rules and regulations under this Lease Agreement, and the posting of such legal notices as Lessor may deem necessary or convenient.
(a) Lessor and its agents may enter the Leased Premises at any reasonable time upon reasonable notice to City, or immediately in the case of an emergency, for the purpose of: (i) inspecting the Leased Premises; (ii) posting notices of nonresponsibility; (iii) supplying any service to be provided by Lessor to City; (iv) showing the Leased Premises to prospective purchasers, mortgagees, or tenants (v) making necessary alterations, additions, or repairs as required by this Lease Agreement or to otherwise perform Lessor's duties under this Lease Agreement; (vi) determining whether City is complying with the terms of this Lease Agreement; (vii) performing City’s obligations when City has failed to do so after written notice from Lessor, if required by the terms of this Lease Agreement; (viii) placing on the Leased Premises ordinary for lease signs or for sale signs; (ix) doing of other lawful acts that may be necessary to protect Lessor’s interest in the Leased Premises under this Lease Agreement; and (x) responding to an emergency. (b) Lessor shall have the right to use any means Lessor deems necessary and proper to enter the Leased Premises in an emergency. Any entry into the Leased Premises obtained by Lessor in accordance with this section shall not be a forcible or unlawful entry

EXHIBIT A
553
Lease Agreement- City as Lessee Page 9 of 12
Rev. 12/2021
into, or a detainer of, the Leased Premises, or an eviction, actual or constructive, of City from the Leased Premises, nor shall such entry give rise to a claim for rent abatement.

City: Community Development Director

City of Livermore
1052 South Livermore Avenue
Livermore, California 94550

Lessor: 2205 Railroad Avenue LLC
A Delaware limited liability company

Attn:
262 Glorietta Boulevard
Orinda, California, 94563

25. Holding Over. Any holding over without the Lessor’s prior written consent shall be prohibited.

26. Modification. This Lease Agreement may only be modified or amended by written agreement signed by both parties hereto.

EXHIBIT A
554
Lease Agreement- City as Lessee Page 10 of 12
Rev. 12/2021
(e) California Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State of California. (f) Review of Lease. Each party to this Lease Agreement declares that prior to the execution of this Lease Agreement, each party had the opportunity to seek the independent advice of counsel and that they apprised themselves of sufficient relevant information in order that they might intelligently exercise their own judgment in deciding whether to execute this Lease Agreement. Each party agrees that they have completely read and understood the Lease Agreement, know the contents thereof, and have signed the Lease Agreement of their own free will and free of any duress. No single party has drafted this Lease Agreement and it shall not be interpreted against any party as the drafting party.
(g) Performance Excused. The parties shall be excused from performance, as hereunder agreed to, if such performance is rendered impossible, impractical, or unreasonably difficult by, but not limited to, any strike, lockout, labor disturbance of any kind, civil commotion, war, acts of terrorism, shortage of any supply or labor, shortage of water, weather, act of government authority, enactment or change in laws or regulations, breakdown of facilities or any cause outside of the parties’ control. (h) Mutual Termination. This Lease Agreement may be terminated at any time concerning the rights and responsibilities of the parties who, between them, agree to such a termination.
(i) Headings. The headings used in this Lease Agreement are intended for reference only and do not define or limit the scope or meaning of any provision of this Lease Agreement.
(j) Waiver. A term or condition of this Lease Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall affect the right of the waiving party to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition. City shall not be excused from complying with any of the terms and conditions of this Lease Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms and conditions.
(k) Attachments. All attachments referred to in and attached to this Lease Agreement are incorporated by reference as though set forth in full. (l) Attorney’s Fees and Costs. If either party commences an action against the other party to enforce this Lease Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs of suit, investigation costs and discovery costs, including costs of appeal.

**********Signatures and Attachment List On Next Page**********

EXHIBIT A
555
Lease Agreement- City as Lessee Page 11 of 12
Rev. 12/2021
IN WITNESS WHEREOF, the parties to this Lease Agreement have executed this Lease Agreement as of the dates set forth below.

2205 Railroad Avenue LLC
A Delaware limited liability company

By: PresidioCo Holdings LLC
A Delaware limited liability company
its manager

Lessor
By: ____________________________
[Signer's Name]
[Signer's Title]

City or Lessee

Dated: __________________________
City of Livermore
A Municipal Corporation

By: ____________________________
Marc Roberts
City Manager

Dated:___________________________

Approved as to Form:

By: ____________________________
Assistant/City Attorney

Attachments:

Exhibit A – Real Property Site Plan – Hotel Parcel
Exhibit B – Insurance Requirements

EXHIBIT A
556

EXHIBIT A
557
Lease Agreement- City as Lessee
Rev. 12/2021
Exhibit B – Insurance Requirements
(Insurance to be provided at time of execution of Lease Agreement)

EXHIBIT A
558
Terms and Conditions of Deed Restriction to Grant Deed

The following are requirements and restrictions to the Grant Deed for APN 098-0407-031- 00 & 098-0407-033-00 (Hotel Parcel):

2205 Railroad Avenue LLC (Grantor) shall hereby grant to the City of Livermore, a municipal corporation (Grantee), public access and use to over and on rooftop public open space on the roof of the hotel. This open space is required to comply with the following:

1. The rooftop public open space area shall be comprised of a minimum 3,500 square foot publicly accessible area on the roof on the southern side of the building and provide seating for a minimum of 15 people.

2. The rooftop public open space area shall be accessible by elevator, provide lighting for safety purposes, and meet all State and Federal accessibility standards in effect at the time of construction.

3. The rooftop public open space shall be available for public use at least 6 days each week from 11 a.m. to 8 p.m. In addition, public use of the rooftop public open space shall be available each year from 9:00 a.m. to 10:00 p.m. on the Fourth of July, from 9:00 am to 9:00 pm for the Downtown Winter Holiday Parade event and the Downtown Rodeo Parade, and from 11 a.m. to 8 p.m. on all other federal holidays.

4. Rooftop public open space access routes and hours of operation shall be posted in the hotel lobby and on the hotel website.

5. Any closures of the rooftop public open space for private activities shall be posted in the lobby and on the hotel website a minimum of 24 hours in advance.

6. Hotelier shall maintain a log of closures for private events to demonstrate compliance with the open hour requirements.

7. The rooftop public open space area may also include amenities such as tables, umbrellas, shade structures, planting, and other similar amenities.

8. The hotel may also provide additional components or structures on the rooftop area, such as a kitchen or warming kitchen, bar, restrooms, and related structures. The square footage required for these components shall be in addition to the minimum 3,500 square foot area required for public open space.

EXHIBIT A
559

CITY COUNCIL STAFF REPORT
ITEM NO. 7.1

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Marc Roberts, City Manager
SUBJECT:

Oral report from the Director of Emergency Services regarding the COVID-19 emergency, its impacts, and the governmental operations in response to that emergency, as well as discussion and direction regarding the City’s emergency operations in response to that emergency.

RECOMMENDED ACTION

An oral report will be given at the meeting.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Christine Martin
Assistant City Manager

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

560

CITY COUNCIL STAFF REPORT
ITEM NO. 7.2

DATE:

January 10, 2022
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Comprehensive General Plan and Housing Element Update – Draft Vision Statement and Guiding Principles

RECOMMENDED ACTION

The Planning Commission and staff recommend the City Council adopt a Resolution approving the General Plan Update – Draft Vision Statement and Guiding Principles.

SUMMARY
On March 1, 2021, the City Council selected updating the General Plan as a priority and directed staff to seek consultant assistance and develop a 3-year work program. On June 28, 2021, the City executed a contract with PlaceWorks as the preferred consultant team for the General Plan Update. The project team (City staff and consultants) has prepared a Draft Vision Statement and a set of Guiding Principles, based on community input. The Vision Statement and Principles will serve as the foundational document for the General Plan update.

The vision should describe the future of Livermore as the community would like it to be in 2045. The vision statement will be at the forefront of the General Plan to set the tone for the entire document. The Guiding Principles provide direction for decision-making as the General Plan is implemented over time.

Staff presented the Draft Vision and Guiding Principles to the General Plan Advisory Committee and the Planning Commission on October 27, 2021 and November 16, 2021, respectively. Staff revised the Draft Vision statement based on Committee feedback and Commission recommendations. Staff recommends the Council approve the Draft Vision Statement.

DISCUSSION
Background

The General Plan is the City’s long-range policy document for growth, land use, sustainability and resource and open space conservation. The current planning period for the City’s General Plan is 2003- 2025. Adopted in 2004, the City’s General Plan is almost 18 years old. The traditional planning period for 561
updating the General Plan is 10-20 years. A comprehensive General Plan update is required due to the age of the current document and data that supports it (e.g. traffic and environmental impact studies).

Since the last comprehensive General Plan update, many state and regional policies have changed, which can have an influence on local policy. In addition, the comprehensive General Plan update process offers the community and City an opportunity to re-evaluate existing General Plan policies and develop new ones that address shifts in community priorities, technologies, and current land use and real estate market trends.

Based on community feedback gathered through a General Plan Visioning process, the project team presented a draft Vision Statement and the Guiding Principles to the General Plan Steering Committee and received the Committee’s feedback on the draft statement and guiding principles on October 27. On November 16, the project team presented the Vision Statement and the Guiding Principles to the Planning Commission. The Planning Commission provided recommended modifications for review and approval by the Council.

Draft Vision Statement and Guiding Principles

The project team led a General Plan Visioning process, which included a community engagement process, collecting and summarizing themes and topics that emerged from community feedback, and ultimately developing the Draft Vision Statement and Guiding Principles.

Community input gathered over the course of the outreach process to identify key issues, goals, and aspirations for Livermore in 2045 was synthesized into a Draft Vision Statement. The Draft Vision Statement expresses a shared image of Livermore’s future and is intended to be ambitious, inspirational, and unique to Livermore. It will set the tone for the entire General Plan. In addition to the Draft Vision Statement are a set of Guiding Principles that will shape how the Goals and Policies of the General Plan are applied to achieve the vision (Resolution, Exhibit B).

Community Outreach and Engagement

The project team hosted a series of outreach events, both in-person and virtually, to hear the community’s ideas about a vision for Livermore in 2045. All project materials were distributed in both English and Spanish, and most activities had at least one native Spanish speaker in attendance for translation needs. Each event provided background information and asked questions seeking input on the Vision and Guiding Principles.

In Person Events:

In-person outreach was held at existing community events or destinations as described in Table 1:

Table 1. In Person General Plan Outreach Events
Date
Outreach Event
Number of Attendees
September 9, 2021
Farmers' Market Pop-up
80 September 14, 2021
Marylin Avenue School Food
Pantry Pop-up
15 September 25, 2021
Rincon Library Open House

100
September 30, 2021
Farmers' Market Pop-up
40 562
October 10, 2021
Rincon Library Pop-up
50 October 14, 2021
Farmers' Market Pop-up
60 October 16, 2021
Livermore Pridefest Pop-up
130
October 30, 2021
Dias de los Muertos
40 The in-person outreach events engaged approximately 515 people in person.

The questions asked at each September event and the online engagement (see Online and Virtual Events below) included:

1 .

What do you like about Livermore?
2 .

What is your vision for Livermore in 2045?
3 .

What guiding principles should steer the General Plan?
4 .

What key issues should the General Plan address?

At the October outreach events, participants were asked to rank the importance of the following key issues including:

Local jobs and businesses
Quality architecture
Diversity and equity
Housing affordability
Agriculture, open space, and recreation
Emergency preparedness and safety
Walking and biking
Arts, culture, and community events
Community building
Climate change

Online and Virtual Events:

In addition to in-person community events, the project team employed an online engagement tool and hosted a virtual workshop.

The online tool allowed participants to respond to questions and provide comments at their own pace.

The online tool, operated through a Social Pinpoint platform, was active September 9 through October 3, and resulted in 80 online participants.

In addition, the project team hosted a virtual workshop via Zoom on Thursday, September 23, 2021 from 6:30 PM to 8:30 PM and presented information about the General Plan, the update process, the purpose of a Vision Statement and Guiding Principles, and how community visioning fits into the broader update effort. After the presentation, workshop attendees participated in an interactive online poll followed by small group discussions. The small group discussion allowed participants to share ideas and hear different perspectives about and priorities for Livermore’s future. A community spokesperson from each small group reported the highlights of the discussion to the large group. Approximately 25 people attended the virtual workshop.

Community Survey:

Finally, the project team conducted a statistically valid communitywide Visioning Survey, to identify key issues the General Plan should address and ask the community about the 563
qualities and characteristics Livermore should embody in the 2045 horizon year. The survey was conducted via telephone and through an online survey form in English and Spanish between September 9 and September 30, 2021. The survey sample size was 450 respondents.

Overall Community Input Results:

Overall, the project team engaged with and/or heard from over 1,000 participants across all the outreach channels. Key themes from the input collected through the visioning outreach process are summarized by question in Attachment 1, a compilation of all the community comments is found in Attachment 2, and an analysis of the Community Survey is found in Attachment 3.

General Plan Advisory Committee Feedback

On October 27, 2021, the General Plan Advisory Committee met to review and provide feedback on the draft Vision Statement. The Committee is comprised of 19 members that represent the Livermore community in the development of the Livermore 2045 General Plan. The Committee’s role is to ensure continuous and balanced public representation and provide feedback that conveys the community’s perspectives and local knowledge. The Committee provides feedback on work products, serves as liaisons to the broader community, and advises the project team on effective outreach and engagement.

The Committee was generally pleased with the draft documents and offered clarifying and supporting language. Detailed Committee feedback on the Draft Vision Statement and Guiding Principles is provided in Attachment 4.

Planning Commission Recommendations

The role of the Planning Commission is to advise the City Council on the adoption and on-going review of the General Plan and serve as an advisory body to the Council on matters related to city growth and development. In addition, the Commission promotes public interest in planning and encourages citizen participation in the formation of the General Plan.

Based on the Committee feedback and their own deliberations, the Planning Commission recommended the Vision Statement and Guiding Principles be revised, generally, as follows:

Use aspirational language
Incorporate the GPAC’s comments
Include economic sustainability in addition to environmental sustainability Integrate the concept of reliability, resiliency, and security of resources (i.e. water, electricity, etc.) Improve family-friendly wording
Include other attributes: sciences, arts, cultural amenities, jobs, and breweries Expand the downtown statement to include other commercial spaces Revise agricultural heritage to an active statement
Incorporate biological diversity into open space preservation

Planning Commission comments and recommendations are found in Attachment 4. The project team has revised the draft vision statement based on Planning Commission’s recommendations for Council’s review and approval.

FISCAL AND ADMINISTRATIVE IMPACTS

The City’s 2021-2023 Operating Budget includes the General Fund appropriations necessary to cover 564
the General Plan Update including staff time and consultant contract costs of $2.8 million through the end of Fiscal Year 2022-23. The scope of work for the General Plan Update includes preparation of a vision statement.

ATTACHMENTS

1. Community Input Themes

2. Community Input Received

3. Community Survey Analysis

4. Advisory Committee and Planning Commission Visioning Comments

5. Resolution

6. Exhibit A Planning Commission Resolution 29-21

7. Exhibit B - Vision Statement and Guiding Principles

Prepared by: Andy Ross
Senior Planner

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Bhavna Chaudhary
City Treasurer/Finance Manager

565

COMMUNITY INPUT THEMES
ATTACHMENT 1
Themes of Visioning Outreach
Key themes from the input collected through the visioning outreach process are summarized below by question.

WHAT DO YOU LIKE ABOUT LIVERMORE?
Frequent attributes participants said they liked about Livermore, grouped by topic area, included:

Small town
Family friendly
Welcoming
Inclusive
Diverse
Community
Safe
Downtown
Restaurants
Wineries
Library
Schools
Bankhead Theater
National Laboratories
Farmers’ Market
Parks
Arts and Events
Open space
Greenbelt around the city
Biking
Walking/hiking
WHAT IS YOUR VISION FOR LIVERMORE IN 2045?
Common themes from participants’ vision for Livermore included:

Small town feel, family friendly
Safe and healthy community
Vibrant downtown
Strong local economy, economic opportunity
An accessible transportation system for pedestrians, bicyclists, and public transit Variety of affordable housing options
Protected open space
WHAT GUIDING PRINCIPLES SHOULD STEER THE GENERAL PLAN?
The most frequent guiding principles the community identified included:
566

COMMUNITY INPUT THEMES
ATTACHMENT 1
Diversity
Inclusivity
Equity
Safety
Prosperity
Balance
Sustainability
Family friendly/welcoming
WHAT KEY ISSUES SHOULD THE GENERAL PLAN ADDRESS?
Common key issues participants identified included:

Crime
Community health
Climate change
Managed growth
Public services and infrastructure level of service
Traffic/congestion
Public transit system including BART to Livermore
Parking
Negative impacts to city from airport expansion
Lack of affordable and diverse housing
Homelessness
Rent control
More high-density housing
No four-story housing developments
567
September
9, 2021 Farmers’ Market Pop-up

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
568

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
569

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
570

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
571

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
572

September 14, 2021 Marylin Avenue School
Food Pantry Pop-up

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
573

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
574

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
575

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
576

September 25, 2021 Civic Center Library Open
House

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
577

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
578

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
579

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
580

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
581

September 30, 2021 Farmers’ Market Pop-up

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
582

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
583

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
584

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
585

October 10, 2021 Rincon Library Pop-up

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
586

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
587

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
588

September 23, 2021 Virtual Visioning
Workshop

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
589
/i255/1/2/3/4/5 /i255 /6 /7 /8 /i255
/i255 /10 /11 /12 /13/12 /14 /15 /13 /16 /17 /18 /i255 /19 /20 /17 /13 /i255 /21 /14 /22 /13 /i255 /23 /i255 /12 /11 /i255 /21 /14 /17 /12 /13 /i255 /14 /24 /25 /i255 /26 /27 /14 /12 /i255 /16 /11 /11/28/i255/26 /11/28/28/13/24 /12 /17 /i255 /29 /11 /16 /i255 /12 /27 /13 /i255 /21 /16 /11 /30 /13 /26 /12 /i255 /16 /13 /26 /11 /16 /31 /i255 /32 /33 /29 /i255 /12 /27 /13 /16 /13 /i255 /33 /17 /i255 /14 /24 /25 /34 /35 /i255 /i255 /5 /36 /37 /38 /36 /i255 /39 /38 /i255 /40/39 /41 /36 /39 /37 /42 /43 /i255 /39 /44 /45 /i255 /46 /37 /40 /47 /48 /40 /40 /37 /38 /42 /49 /i255 /45 /41 /47 /44 /i255 /50 /41 /36 /39 /37 /47 /37 /50 /41 /42 /39 /i255 /40 /44 /38 /48 /51 /46 /i255 /37 /42 /39 /36 /38 /46 /48 /47 /45 /i255 /39 /44 /45/52/40/45/51 /53 /45 /40 /i255 /i255 /41 /42 /46 /i255 /39 /44 /45 /37 /36/i255 /41 /54 /54 /37 /51 /37 /41 /39 /37 /38 /42 /i255/55/37/39 /44 /i255 /56 /37 /53 /45 /36/52/38/36 /45 /i255 /57 /36 /45 /40 /37 /46 /45 /42 /39 /49 /i255 /58 /48 /40 /37 /42 /45 /40 /40 /i255 /38/55/42/45 /36 /49 /i255 /47 /38/52/52/48/42 /37 /39 /59 /i255 /i255 /38 /36 /43 /41 /42 /37 /60 /41/39 /37 /38 /42 /49 /i255 /45 /39 /47 /61 /i255 /i255 /63/i255/i255/64/65 /66 /67 /68 /69 /68 /70 /65 /71 /67 /72 /i255 /i255 /73/i255/i255/74/65/75 /75 /68 /76 /65 /77 /i255 /78 /68 /67 /79 /i255 /80 /81 /i255 /82 /68 /83 /84 /66/85/80/66 /84 /i255 /i255 /73/i255/i255/86 /65 /71 /69 /79 /i255/74/69/87 /84 /71 /88 /68 /84 /77 /i255 /89 /84 /72 /68 /90 /84 /71 /67 /i255 /i255 /73/i255/i255/91 /72 /65 /i255 /92 /67 /66 /80 /93 /67 /77 /i255 /89 /84 /72 /68 /90 /84 /71 /67 /i255 /94 /i255 /92 /70 /80 /76 /84 /72 /70 /84 /66 /72 /80 /71 /i255 /81 /80 /66 /i255 /66 /84 /70 /80 /66 /67 /i255 /95 /65 /69 /76 /i255 /i255 /73/i255/i255/96 /84 /66 /80 /71 /68 /69 /65 /i255 /92 /67 /84 /97 /65 /66 /67 /i255 /82 /80 /71 /98 /77 /i255/99/66/84 /97 /i255 /93 /70 /i255 /100 /84 /66 /84 /i255 /66 /84 /72 /68 /90 /84 /71 /67 /i255 /i255 /73/i255/i255/101 /65 /71 /84 /75 /77 /i255 /89 /84 /72 /68 /90 /84 /71 /67 /i255 /i255 /73/i255/i255/87 /65 /67 /68 /84 /i255/74/79/84 /66 /72 /i255 /102 /92 /67 /84 /83 /84 /103 /77 /i255 /89 /84 /72 /68 /90 /84 /71 /67 /i255 /i255 /73/i255/i255/74/65/66 /68 /71 /65 /i255 /102 /104 /71 /67 /84 /66 /70 /66 /84 /67 /84 /66 /103 /i255 /i255 /73/i255/i255/89 /68 /69 /76 /79 /77 /i255 /64 /75 /65 /69 /84/105/80/66 /76 /72 /i255

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
590
/i255/1/2/3 /4 /5 /6 /7 /8/i255 /9 /10 /i255 /i255 /12 /i255/13/14/15 /16 /i255 /17 /18 /17 /i255 /19 /20 /21 /i255 /22 /23 /23 /i255 /16 /14 /15 /16 /i255 /24 /23 /22 /20 /25 /15 /16 /23 /17 /i255 /26 /18 /16 /14 /i255 /19 /20 /21 /i255 /27 /24 /20/28/i255/16 /14 /23 /i255 /29 /15 /24 /30 /23 /i255 /30 /24 /20 /21 /31 /i255 /31 /20/29 /29 /i255 /15 /32 /20 /21 /16 /i255 /i255 /26 /14 /15 /16 /i255 /19 /20 /21/i255 /29 /18 /33 /23 /i255 /15 /32 /20 /21 /16 /i255 /15 /25 /17 /i255 /18/28/15/30 /18 /25 /23 /i255 /27 /20 /24 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /36 /i255 /37 /25 /19 /32 /20 /17 /19 /i255 /26 /15 /25 /16 /i255 /16 /20 /i255 /16 /14 /24 /20 /26 /i255 /20 /21 /16 /i255 /15 /i255 /27 /23 /26/i255/28/20/24 /23 /i255 /i255 /26 /20 /24 /17 /22 /i255 /32 /23/27 /20 /24 /23 /i255 /26 /23 /i255 /17 /18 /35 /23 /i255 /18 /25 /16 /20 /i255 /20 /21 /24 /i255 /25 /23 /38 /16 /i255 /17 /18 /22 /39 /21 /22 /22 /18 /20 /25 /i255 /40 /21 /23 /22 /16 /18 /20 /25 /22 /36 /i255 /i255 /41/i255/i255/42/23 /22 /31 /20 /25 /22 /23 /22 /i255 /i255 /43/i255/i255/34 /18 /33 /23 /17 /i255 /39 /20/28/28/23/25 /16 /22 /i255 /15 /32 /20 /21 /16 /i255 /44 /20 /26 /25 /16 /20 /26 /25 /45 /i255 /23 /25 /23 /24 /30 /19 /46 /i255 /47 /23 /24 /19 /i255 /22 /15 /27 /23 /i255 /27 /20 /24 /i255 /22 /23 /25 /18 /20 /24 /22 /45 /i255 /16 /20 /i255 /30 /20 /i255 /16 /20 /i255 /i255 /24 /23 /22 /16 /15 /21 /24 /15 /25 /16 /22 /i255 /15 /25 /17 /i255 /48 /15 /25 /33 /14 /23 /15 /17 /45 /i255 /22 /18/28/18/29 /15 /24 /i255 /16 /20 /i255 /49 /15 /25 /i255 /50 /24 /15 /25 /39 /18 /22 /39 /20 /46 /i255 /47 /23 /24 /19 /i255 /25 /18 /39 /23 /i255 /39 /20/28/28/21/25 /18 /16 /19/46 /i255 /i255 /51 /20 /25 /39 /23 /24 /25 /23 /17 /i255 /15 /32 /20 /21 /16 /i255 /22 /20/28/23/i255 /16 /15 /30 /30 /18 /25 /30 /i255 /18 /25 /i255 /44 /20 /26 /25 /16 /20 /26 /25 /45 /i255/28/20/24 /23 /i255 /22 /20 /i255 /18 /25 /i255 /29 /15 /22 /16 /i255 /39 /20 /21 /31 /29 /23 /i255 /20 /27 /i255 /26 /23/23 /33 /22 /46 /i255 /i255 /43/i255/i255/34 /18 /33 /23 /i255 /22 /23 /23 /18 /25 /30 /i255 /14 /20 /26 /i255 /26 /23 /29 /39 /20/28/18/25 /30 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /i255 /18 /22 /46 /i255 /52 /23 /20 /31 /29 /23 /i255 /14 /15 /35 /23 /i255 /39 /20/28/23/i255 /27 /24 /20/28/i255/20 /16 /14 /23 /24 /i255 /31 /15/24 /16 /22 /i255 /20 /27 /i255 /i255 /16 /14 /23 /i255 /22 /16 /15 /16 /23 /i255 /15 /25 /17 /i255 /32 /24 /20 /21 /30 /14 /16 /i255 /16 /14 /23 /18 /24 /i255 /23 /38 /31 /23 /24 /18 /23 /25 /39 /23 /22 /i255 /15 /25 /17 /i255/28/15/17 /23 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /i255 /26 /14 /15 /16 /i255 /18 /16 /i255 /18 /22 /i255 /16 /20 /17/15 /19 /46 /i255 /i255 /43/i255/i255/53/25/23 /i255 /16 /14 /18 /25 /30 /i255 /16 /14 /15 /16 /i255 /24 /23 /22 /20 /25 /15 /16 /23 /17 /i255 /26 /18 /16 /14 /i255/28/23/i255 /18 /22 /i255 /16 /14 /23 /i255 /22/28/15/29 /29 /54 /16 /20 /26 /25 /i255 /27 /23 /23 /29 /46 /i255 /51 /20/28/18/25 /30 /i255 /27 /24 /20/28/i255/32 /18 /30 /30/23 /24 /i255 /39 /18 /16 /19 /45 /i255 /i255 /32 /21 /16 /i255 /29 /20 /35 /23 /i255 /29 /18 /35 /18 /25 /30 /i255 /14 /23 /24 /23 /i255 /32 /23 /39 /15 /21 /22 /23 /i255 /18 /16 /i255 /27 /23 /23 /29 /22 /i255 /22 /15 /27 /23 /i255 /15 /25 /17 /i255 /40 /21 /18 /23 /16 /45 /i255 /26 /18 /16 /14 /i255 /16 /14 /23 /i255 /23 /38 /39 /23 /31 /16 /18 /20 /25 /i255 /20 /27 /i255 /55/21 /29 /19 /i255 /56 /16 /14 /46 /i255 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /i255 /27 /23 /23 /29 /22 /i255 /29 /18 /33 /23 /i255 /15 /i255 /22 /15 /25 /39 /16 /21 /15 /24 /19 /46 /i255 /i255 /43/i255/i255/49 /15 /27 /23 /16 /19 /i255 /18 /22 /i255 /22 /20/28/23/16 /14 /18 /25 /30 /i255 /57 /i255 /29 /18 /33 /23 /i255 /15 /32 /20 /21 /16 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /46 /i255 /48 /23 /18 /25 /30 /i255 /15 /32 /29 /23 /i255 /16 /20 /i255 /24 /18 /17 /18 /25 /30 /i255 /15 /i255 /32 /18 /33 /23 /i255 /15 /22 /i255 /15/i255 /33 /18 /17 /i255 /i255 /26 /14 /23 /25 /i255 /19 /20 /21 /25 /30 /i255 /15 /25 /17 /i255 /22 /16 /18 /29 /29 /i255 /22 /23 /23 /18 /25 /30 /i255 /19 /20 /21 /16 /14 /i255 /16 /20 /17 /15 /19 /i255 /23 /25 /58 /20 /19 /18 /25 /30 /i255 /16 /14 /15 /16 /46 /i255 /50 /23 /23 /29 /i255 /22 /15 /27 /23 /i255 /26 /14 /23 /25 /i255 /26 /15/29 /33 /18 /25 /30 /i255 /i255 /15 /24 /20 /21 /25 /17 /46 /i255
/i255 /43/i255/i255/34 /18 /33 /23 /i255 /14 /20 /26 /i255 /17 /18 /35 /23 /24 /22 /23 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /i255 /18 /22 /i255 /15 /25 /17 /i255 /18 /22 /i255 /30 /23 /16 /16 /18 /25 /30 /46 /i255 /44 /18 /35 /23 /24 /22 /18 /16 /19 /i255 /18 /22 /i255 /25 /20 /16 /i255 /58 /21 /22 /16 /i255 /15 /32 /20 /21 /16 /i255 /26 /14/20 /i255 /32 /21 /16 /i255 /i255 /15 /32 /20 /21 /16 /i255 /26 /14 /15 /16 /46 /i255 /44 /18 /27 /27 /23 /24 /23 /25 /16 /i255 /16 /14 /18 /25 /30 /22 /i255 /27 /20 /24 /i255 /17 /18 /27 /27 /23 /24 /23 /25 /16 /i255 /31 /23 /20 /31 /29 /23 /45 /i255 /22 /20 /i255/28/21/39 /14 /i255 /22 /16 /21 /27 /27 /i255 /16 /20 /i255 /17 /20 /45 /i255 /35 /23 /24 /19 /i255 /35/18 /32 /24 /15 /25 /16 /45 /i255 /i255 /23 /38 /31 /15 /25 /17 /18 /25 /30 /i255 /16 /20 /i255 /14 /15 /35 /23 /i255/28/20/24 /23 /i255 /16 /14 /18 /25 /30 /22 /i255 /15 /25 /17 /i255/28/20/24 /23 /i255 /17 /18 /35 /23 /24 /22 /23 /46 /i255 /i255 /43/i255/i255/59 /15 /16 /21 /24 /15 /29 /i255 /32 /23 /15 /21 /16 /19 /i255 /20 /27 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /i255 /54 /i255 /24 /23 /15 /29 /29 /19 /i255 /31 /24 /23 /39 /18 /20 /21 /22 /i255 /25 /15 /16 /21 /24 /15 /29 /i255 /24 /23 /22 /20 /21 /24 /39 /23 /22 /45 /i255 /49 /19 /39 /15/28/20/24 /23/i255 /52 /15 /24 /33 /45 /i255 /i255 /16 /14 /23 /i255 /39 /24 /23 /23 /33 /45 /i255 /16 /14 /23 /i255 /14 /18 /29 /29 /22 /45 /i255 /14 /15 /35 /23 /i255 /25 /20 /16 /i255 /32 /21 /18 /29 /16 /i255 /20 /35 /23 /24 /i255 /26 /18 /16 /14 /i255 /17 /23 /35 /23 /29 /20 /31/28/23/25 /16 /46 /i255 /34 /18 /35 /23 /24/28/20/24 /23 /i255 /18 /22 /i255 /32 /23 /15/21 /16 /18 /27 /21 /29 /i255 /i255 /15 /25 /17 /i255 /26 /23 /i255 /22 /14 /20 /21 /29 /17 /i255 /33 /23 /23 /31 /i255 /35 /15 /29 /21 /18 /25 /30 /i255 /16 /14 /15 /16 /46 /i255 /i255 /43/i255/i255/60 /14 /23 /24 /23 /i255 /18 /22 /i255 /15 /i255 /25 /18 /39 /23 /i255 /32 /15 /29 /15 /25 /39 /23 /i255 /20 /27 /i255 /15/28/23/25 /18 /16 /18 /23 /22 /45 /i255 /16 /14 /18 /25 /30 /22 /i255 /27 /20 /24 /i255 /16 /14 /23 /i255 /24 /23 /22 /18 /17 /23 /25 /16 /22 /45 /i255 /32 /21 /16 /i255 /16 /14 /23 /25 /i255 /15 /29 /22 /20/i255 /22 /14 /20 /31 /22 /i255 /i255 /15 /25 /17 /i255 /24 /23 /22 /16 /15 /21 /24 /15 /25 /16 /22 /i255 /15 /25 /17 /i255 /15 /39 /16 /18 /35 /18 /16 /18 /23 /22 /45 /i255 /32 /21 /16 /i255 /39 /15 /25 /i255 /15 /29 /22 /20 /i255 /30 /20 /i255 /16 /20 /i255 /15 /i255 /40 /21 /18 /23 /16 /i255 /31 /15 /24 /33 /45 /i255 /30 /20 /i255 /16 /20 /i255 /15 /i255 /29 /15 /33 /23/46 /i255 /i255 /43 /i255

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
591
/i255/1/2/3 /4 /5 /6 /7 /8/i255 /9 /10 /i255 /i255 /12 /i255/13/14/15 /16 /i255 /17 /18 /i255 /19 /20 /21 /22 /i255 /23 /17 /18 /17 /20 /24 /i255 /25 /20 /22 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /i255 /17 /24 /i255 /29 /30 /31 /32 /33 /i255 /i255 /34/i255/i255/35/27 /18 /36 /20 /24 /18 /27 /18 /i255 /i255 /37/i255/i255/26 /27 /15 /24 /17 /24 /38 /i255 /17 /24 /i255 /20 /24 /i255 /39 /14 /15 /16 /i255 /39 /27 /i255 /40 /20 /i255 /39 /27 /41 /41 /i255 /15 /24 /40 /i255 /39 /20 /22 /42 /17 /24 /38 /i255 /20 /24 /i255 /16 /14 /17 /24 /38 /18 /i255 /16 /14 /15 /16 /i255 /39 /27 /i255 /40 /20 /24 /43 /16 /44 /i255 /45 /22 /20 /16 /27 /46/16 /17 /24 /38 /i255 /i255 /20 /36 /27 /24 /i255 /18 /36 /15 /46 /27 /i255 /47 /i255 /16 /14 /27 /22 /27 /i255 /17 /18 /i255/28/20/22 /27 /i255 /20 /36 /36 /20 /22 /16 /21 /24 /17 /16 /19 /i255 /16 /20 /i255 /46 /22 /27 /15 /16 /27 /i255 /20 /36 /27 /24 /i255 /18 /36 /15 /46 /27 /44 /i255 /48 /14 /27 /i255 /46 /20/28/36/15 /24/19 /i255 /i255 /40 /20 /17 /24 /38 /i255 /49 /21 /15 /22 /22 /17 /27 /18 /50 /i255 /16 /14 /27 /22 /27 /i255 /17 /18 /i255 /20 /36 /36 /20 /22 /16 /21 /24 /17 /16 /19 /i255 /16 /20 /i255 /40 /20 /i255 /20 /36 /27 /24 /i255 /18 /36 /15 /46 /27 /i255 /16 /14 /27 /22 /27 /44 /i255 /51 /46 /20 /24 /20/28/17/46 /i255 /i255 /40 /27 /23 /27 /41 /20 /36/28/27/24 /16 /50 /i255 /52 /21 /17 /41 /40 /17 /24 /38 /i255/28/20/22 /27 /i255 /14 /20/28/27/18 /i255 /25 /20 /22 /i255 /36 /27 /20 /36 /41 /27 /i255 /39 /14 /20 /i255 /14 /15 /23 /27 /i255 /52 /27 /27 /24 /i255 /41 /17 /23 /17 /24 /38 /i255 /14 /27 /22 /27 /i255 /15/24 /40 /i255 /i255 /39 /14 /20 /i255 /38 /22 /27 /39 /i255 /21 /36 /i255 /14 /27 /22 /27 /44 /i255 /53 /21 /18 /16 /15 /17 /24 /15 /52 /17 /41 /17 /16 /19 /44 /i255 /26 /17 /23 /27 /i255 /15 /24 /40 /i255 /39 /20 /22 /42 /i255 /17 /24 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /44 /i255/54/15/24 /19 /i255 /25 /15/28/17/41 /17 /27/18 /i255 /14 /15 /40 /i255 /i255 /18 /20/28/27/20 /24 /27 /i255 /39 /14 /20 /i255 /39 /20 /22 /42 /27 /40 /i255 /17 /24 /i255 /16 /14 /27 /i255 /26 /15 /52 /20 /22 /15 /16 /20 /22 /17 /27 /18 /44 /i255 /55 /24 /46 /22 /27 /15 /18 /27 /i255 /27/28/36/41 /20 /19/28/27/24 /16 /i255 /20 /36 /36 /20 /22 /16 /21 /24/17 /16 /17 /27 /18 /i255 /i255 /20 /23 /27 /22 /i255 /24 /27 /56 /16 /i255 /29 /30 /i255 /19 /27 /15 /22 /18 /44 /i255 /i255 /37/i255/i255/13/15/24 /16 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /i255 /16 /20 /i255 /38 /22 /20 /39 /i255 /52 /21 /16 /i255 /46 /20 /24 /46 /27 /22 /24 /27 /40 /i255 /15 /52 /20 /21 /16 /i255 /39 /14 /15 /16 /i255 /17 /18 /i255 /14 /15 /36 /36 /27 /24 /17 /24 /38 /i255 /17 /24 /i255 /57 /20 /39 /24 /16 /20/39 /24 /44 /i255 /i255 /26 /17 /42 /27 /i255 /16 /20 /i255 /42 /27 /27 /36 /i255 /18/28/15/41 /41 /47 /16 /20 /39 /24 /i255 /25 /27 /27 /41 /i255 /15 /24 /40 /i255 /40 /20 /i255 /24 /20 /16 /i255 /41 /17 /42 /27 /i255 /18 /27 /27 /17 /24 /38 /i255 /14 /17 /38 /14 /47 /22 /17 /18 /27 /44 /i255 /58 /24 /40 /27 /22 /18 /16 /15 /24 /40 /i255 /24/27 /27 /40 /i255 /16 /20 /i255 /i255 /38 /22 /20 /39 /44 /i255/13/15/24 /16 /i255 /16 /20 /i255 /42 /27 /27 /36 /i255 /16 /14 /27 /i255 /46 /20/28/28/21/24 /17 /16 /19 /i255 /25 /27 /27 /41 /17 /24 /38 /50 /i255 /16 /20 /i255 /38 /20 /i255 /57 /20 /39 /24 /16 /20 /39 /24 /i255 /15 /24 /40 /i255 /18 /27 /27 /i255 /36 /27 /20 /36/41 /27 /i255 /55 /i255 /i255 /42 /24 /20 /39 /i255 /17 /24 /i255 /22 /27 /18 /16 /15 /21 /22 /15 /24 /16 /18 /50 /i255 /15 /46 /16 /17 /23 /27 /i255 /17 /24 /i255 /46 /20/28/28/21/24 /17 /16 /19 /44 /i255 /i255 /37/i255/i255/59 /20 /36 /27 /i255 /39 /27 /i255 /21 /24 /40 /27 /22 /18 /16 /15 /24 /40 /i255 /14 /27 /15 /41 /16 /14 /i255 /52 /27 /24 /27 /25 /17 /16 /18 /i255 /20 /25 /i255 /52 /17 /46 /19 /46 /41 /17 /24 /38 /i255 /15 /24 /40 /i255 /52 /21 /17 /41 /40 /i255/28/20/22 /27 /i255 /52 /17 /46 /19 /46 /41 /27 /i255 /41 /15 /24/27 /18 /50 /i255 /i255 /15 /24 /40 /i255 /17/28/36/22 /20 /23 /27 /i255 /36 /21 /52 /41 /17 /46 /i255 /16 /22 /15 /24 /18 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/38 /i255 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /i255 /16 /20 /i255 /52 /27 /i255 /27 /24 /27 /22 /38 /19 /i255 /17 /24 /40 /27 /36 /27 /24 /40 /27 /24 /16 /44 /i255 /53 /20 /41 /15 /22 /i255 /25 /15 /22/28/i255/17 /18 /i255 /24 /20 /16 /i255 /17 /40 /27 /15 /41 /i255 /52 /21 /16 /i255 /18 /20 /41 /21 /16 /17 /20 /24 /18 /i255 /41/17 /42 /27 /i255 /16 /14 /15 /16 /i255 /i255 /17 /18 /i255 /38 /20 /17 /24 /38 /i255 /16 /20 /i255 /52 /27 /i255 /24 /27 /27 /40 /27 /40 /i255 /16 /20 /i255 /18 /21 /18 /16 /15 /17 /24 /i255 /57 /21 /52 /41 /17 /24 /50 /i255 /45 /41 /27 /15 /18 /15 /24 /16 /20 /24 /50 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /44 /i255 /53 /21 /18 /16 /15 /17 /24 /15 /52/41 /27 /50 /i255 /i255 /17 /24 /40 /27 /36 /27 /24 /40 /27 /24 /16 /i255 /18 /19 /18 /16 /27/28/i255/25 /20 /22 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /i255 /16 /20 /i255 /16 /14 /22 /17 /23 /27 /44 /i255 /61 /15 /24 /i255 /52 /27 /i255 /27 /56 /15/28/36/41 /27 /i255 /25 /20 /22 /i255 /39 /14 /15 /16 /i255 /20 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/15 /46 /27 /18 /i255 /63 /27 /38 /44 /50 /i255 /64 /25 /22 /17 /46 /15 /50 /i255 /61 /14 /17 /24 /15 /50 /i255 /27 /16 /46 /44 /65 /44 /i255 /53 /21/36 /36 /20 /22 /16 /i255 /i255 /41 /20 /46 /15 /41 /i255 /52 /21 /38 /18 /44 /i255 /48 /14 /17 /24 /38 /18 /i255 /39 /27 /i255 /40 /20 /50 /i255 /39 /27 /i255 /18 /14 /20 /21 /41 /40 /i255 /42 /27 /27 /36 /i255 /39 /14 /27 /22 /27 /i255 /39 /27 /i255 /15 /22 /27 /i255 /17 /24 /i255/28/17/24 /40 /65 /44 /i255/13/14/15 /16 /i255 /20 /21/22 /i255 /39 /15 /16 /27 /22 /i255 /i255 /15 /49 /21 /17 /25 /27 /22 /18 /i255 /15 /22 /27 /i255 /40 /20 /17 /24 /38 /44 /i255/13/27/i255 /18 /14 /20 /21 /41 /40 /i255 /36 /15 /19 /i255 /15 /16 /16 /27 /24 /16 /17 /20 /24 /i255 /16 /20 /i255 /16 /14 /27 /i255 /39 /14 /20 /41 /27 /i255 /27 /46 /20 /18 /19 /18 /16 /27/28/44/i255 /64 /41 /18 /20 /i255 /i255 /18 /20/28/27/16 /14 /17 /24 /38 /i255 /16 /14 /15 /16 /i255 /17 /24 /46 /20 /22 /36 /20 /22 /15 /16 /27 /18 /i255 /16 /14 /27 /i255 /14 /21/28/15/24 /i255 /27 /56 /36 /27 /22 /17 /27 /24 /46 /27 /50 /i255 /36 /27 /20 /36 /41 /27 /i255 /38 /15 /16 /14 /27 /22 /17 /24 /38 /50 /i255 /18 /21 /46/14 /i255 /15 /18 /i255 /i255 /57 /20 /39 /24 /16 /20 /39 /24 /i255 /18 /36 /15 /46 /27 /i255 /16 /14 /15 /16 /i255 /14 /15 /18 /i255 /15 /i255 /41 /20 /16 /i255 /20 /25 /i255 /25 /21 /24 /46 /16 /17 /20 /24 /i255 /15 /24 /40 /i255 /46 /15 /24 /i255 /36 /22 /20 /23 /17 /40 /27 /i255 /15 /i255 /41 /20 /16 /i255 /20 /25 /i255 /21 /18 /27 /i255 /16 /20 /i255 /16/14 /27 /i255 /i255 /46 /20/28/28/21/24 /17 /16 /19 /44 /i255
/i255 /37/i255/i255/54/15/42 /17 /24 /38 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /i255/28/20/22 /27 /i255 /16 /22 /15 /24 /18 /17 /16 /47 /20 /22 /17 /27 /24 /16 /27 /40 /i255 /15 /24 /40 /i255 /41 /27 /18 /18 /i255 /46 /15 /22 /47 /40 /27 /36 /27 /24 /40 /27 /24 /16 /44 /i255/13/20/21 /41 /40 /i255 /41 /17 /42/27 /i255 /16 /20 /i255 /i255 /18 /27 /27 /i255 /18 /15 /25 /27 /i255 /18 /16 /22 /27 /27 /16 /18 /i255 /17 /24 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /50 /i255 /46 /22 /27 /15 /16 /17 /24 /38 /i255/28/20/22 /27 /i255 /20 /36 /27 /24 /i255 /39 /15 /41 /42 /17 /24 /38 /i255 /18 /36 /15 /46 /27 /44 /i255 /60 /20 /21 /22 /16 /14 /i255 /53/16 /22 /27 /27 /16 /i255 /17 /18 /i255 /i255 /20 /36 /36 /20 /22 /16 /21 /24 /17 /16 /19 /i255 /16 /20 /i255 /18 /41 /20 /39 /i255 /40 /20 /39 /24 /i255 /16 /22 /15 /25 /25 /17 /46 /i255 /16 /20 /i255/28/15/42 /27 /i255 /18 /15 /25 /27 /22 /i255 /25 /20 /22 /i255 /36 /27 /20 /36 /41 /27 /i255 /16 /20 /i255 /39 /15 /41 /42 /i255 /57 /20 /39 /24 /16 /20 /39 /24 /44 /i255 /51 /15 /18 /16 /i255 /i255 /64 /23 /27 /24 /21 /27 /i255 /17 /18 /i255 /15 /24 /20 /16 /14 /27 /22 /i255 /27 /56 /15/28/36/41 /27 /i255 /39 /14 /27 /22 /27 /i255 /16 /22 /15 /25 /25 /17 /46 /i255 /17 /18 /i255 /25 /15 /18 /16 /i255 /15 /24 /40 /i255 /40 /20 /27 /18 /i255 /24 /20 /16 /i255 /25 /27 /27 /41 /i255 /18 /15 /25 /27 /44 /i255 /26 /20 /20 /42 /17 /24 /38 /i255 /15 /16 /i255 /i255 /14 /20 /39 /i255 /16 /20 /i255/28/15/42 /27 /i255 /26 /17 /23 /27 /22/28/20/22 /27 /i255 /18 /15 /25 /27 /22 /i255 /16 /20 /i255 /39 /15 /41 /42 /i255 /15 /24 /40 /i255 /16 /20 /i255 /40 /22 /17 /23 /27 /i255 /18 /41 /20 /39 /41 /19 /i255 /39 /17 /16 /14 /20 /21 /16 /i255 /36 /22 /27 /18 /18 /21 /22 /27 /i255 /16 /20 /i255 /40 /22 /17 /23 /27 /i255

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
592
/i255 /1 /2 /3 /4 /5 /6 /7 /i255/8/9/10 /6 /11 /i255 /12 /13 /3 /i255 /3 /5 /6 /14 /9 /10 /5 /3 /i255 /4 /11 /i255 /15 /11 /i255 /2 /6 /11 /13 /16 /17 /i255 /18 /19 /9 /20 /5 /i255 /21/22/5/6 /23 /14 /9 /19 /19 /5 /i255/24/11/25 /26 /6 /11 /13 /16 /17 /27 /28 /i255 /3 /11/22/5/4 /29 /9 /16 /15 /i255 /i255 /4 /29 /2 /4 /i255 /15 /11 /5 /3 /i255 /2 /6 /11 /13 /16 /17 /i255 /4 /29 /5 /i255 /30 /9 /14 /5 /6/22/11/6 /5 /i255 /2 /6 /5 /2 /i255 /11 /6 /i255 /31 /29 /9 /10 /29 /5 /14 /5 /6 /i255 /2 /6 /5 /2 /i255 /23 /11 /13 /i255 /2 /6 /5 /i255 /9 /16 /7 /i255 /i255 /32/i255/i255/33 /3 /3 /13 /5 /i255 /11 /1 /i255 /4 /6 /2 /16 /3 /34 /11 /6 /4 /2 /4 /9 /11 /16 /i255 /9 /3 /i255 /3 /11 /i255 /9/22/34/11 /6 /4 /2 /16 /4 /i255 /1 /11 /6 /i255 /16 /5 /35 /4 /i255 /36 /37 /i255 /4 /11 /i255 /38 /37 /i255 /23 /5 /2 /6 /3 /7 /i255 /39 /11 /34 /5 /i255 /4 /29 /9 /3 /i255 /34 /19/2 /16 /i255 /31 /9 /19 /19 /i255 /i255 /4 /2 /20 /5 /i255 /9 /16 /4 /11 /i255 /10 /11 /16 /3 /9 /17 /5 /6 /2 /4 /9 /11 /16 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/10 /29 /5 /19 /19 /i255 /i255 /33 /16 /4 /5 /6 /16 /2 /4 /9 /11 /16 /2 /19 /i255 /40 /2 /10 /10 /2 /19 /2 /13 /6 /5 /2 /4 /5 /i255 /34 /6 /11 /15 /6 /2/22/i255/9 /3 /i255 /16 /11 /4 /i255 /2 /14 /2 /9 /19 /2 /12 /19 /5 /i255 /2 /4 /i255 /11 /4 /29 /5 /6 /i255 /3 /10 /29 /11 /11 /19 /3 /7 /i255

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
593
/i255/1/2/3 /4 /5 /6 /7 /8/i255 /9 /10 /i255 /i255 /12 /i255/13/14/15 /16 /i255 /17 /18 /19 /20 /21 /19 /17 /22 /23 /24 /i255 /25 /26 /i255 /27 /26 /28 /i255 /16 /14 /19 /20 /29 /i255 /15 /18 /23 /i255 /19/30/17/26 /18 /16 /15 /20 /16 /i255 /31 /26 /18 /i255 /16 /14 /23 /i255 /32 /19 /16 /27 /i255 /16 /26 /i255 /21 /26 /20 /24 /19 /25 /23 /18/i255 /15 /24 /i255 /16 /14 /23 /27 /i255 /i255 /28 /17 /25 /15 /16 /23 /i255 /16 /14/23 /i255/33/23/20 /23 /18 /15 /22 /i255 /34 /22 /15 /20 /i255 /15 /20 /25 /i255/30/15/29 /23 /i255 /25 /23 /21 /19 /24 /19 /26 /20 /24 /i255 /26 /20 /i255 /35 /19 /36 /23 /18/30/26/18 /23 /37 /24 /i255 /31 /28 /16 /28 /18 /23 /38 /i255 /i255 /39/i255/i255/40/23 /24 /17 /26 /20 /24 /23 /24 /i255 /i255 /41/i255/i255/42/15/19 /20 /16 /15 /19 /20 /i255 /43 /23 /22 /21 /26/30/19/20 /44 /i255 /15 /16 /16 /19 /16 /28 /25 /23 /i255 /26 /31 /i255 /21 /19 /16 /27 /45 /i255 /46 /15 /36 /23 /i255 /47 /26 /16 /14 /i255 /17 /23 /26 /17 /22 /23 /i255 /43 /14 /26 /i255 /44 /18 /23 /43 /i255 /28 /17 /i255 /14 /23 /18 /23 /i255 /15/20 /25 /i255 /i255 /17 /23 /26 /17 /22 /23 /i255 /43 /14 /26 /i255 /18 /23 /21 /23 /20 /16 /22 /27 /i255 /18 /23 /22 /26 /21 /15 /16 /23 /25 /i255 /14 /23 /18 /23 /45 /i255/13/26/28 /22 /25 /i255 /22 /19 /29 /23 /i255 /16 /26 /i255/30/15/19 /20 /16 /15 /19 /20 /i255 /16 /14 /15 /16 /i255 /35 /19 /36 /23 /18/30/26/18 /23 /i255/19 /24 /i255 /i255 /43 /23 /22 /21 /26/30/19/20 /44 /i255 /16 /26 /i255 /20 /23 /43 /i255 /31 /26 /22 /29 /24 /45 /i255 /i255 /41/i255/i255/48 /15 /31 /23 /i255 /21 /19 /16 /27 /i255 /i255 /41/i255/i255/32 /19 /16 /27 /i255 /24 /14 /26 /28 /22 /25 /i255 /31 /15 /21 /19 /22 /19 /16 /15 /16 /23 /i255 /14 /23 /15 /22 /16 /14 /27 /i255 /22 /19 /36 /19 /20 /44 /45 /i255 /49 /14 /23 /i255 /43 /15 /27 /i255 /16 /14 /23 /i255 /32 /19 /16 /27 /i255 /18 /23 /24 /17 /26 /20 /25 /23 /25 /i255 /16 /26 /i255 /16 /14 /23 /i255 /17 /15 /20/25 /23/30/19/21 /i255 /i255 /19 /24 /i255 /15 /20 /i255 /23 /50 /15/30/17/22 /23 /i255 /26 /18 /i255/30/26/25 /23 /22 /45 /i255 /i255 /41/i255/i255/34 /18 /23 /24 /23 /18 /36 /19 /20 /44 /i255 /20 /15 /16 /28 /18 /15 /22 /i255 /18 /23 /24 /26 /28 /18 /21 /23 /24 /i255 /i255 /41/i255/i255/32 /19 /16 /27 /i255 /24 /14 /26 /28 /22 /25 /i255 /31 /19 /16 /i255 /19 /20 /16 /26 /i255 /16 /14 /23 /i255 /22 /26 /21 /15 /22 /i255 /23 /21 /26 /24 /27 /24 /16 /23/30/i255 /i255 /41/i255/i255/51 /20 /21 /22 /28 /24 /19 /36 /19 /16 /27 /52 /i255 /31 /26 /18 /i255 /18 /15 /21 /23 /52 /i255 /15 /44 /23 /i255 /44 /18 /26 /28 /17 /24 /52 /i255 /23 /21 /26 /20 /26/30/19/21 /i255 /24 /16 /15 /16 /28 /24 /23 /24 /52 /i255 /17 /23 /26 /17 /22 /23 /i255 /26 /31 /i255 /25 /19 /24 /15 /47 /19 /22 /19 /16 /19 /23 /24 /52 /i255/16 /26 /i255 /i255 /19 /20 /21 /22 /28 /25 /23 /i255 /17 /23 /26 /17 /22 /23 /i255 /26 /31 /i255 /15 /22 /22 /i255 /47 /15 /21 /29 /44 /18 /26 /28 /20 /25 /24 /i255 /i255 /41/i255/i255/35 /26 /21 /15 /22 /i255 /47 /28 /24 /19 /20 /23 /24 /24 /23 /24 /52 /i255 /24/30/15/22 /22 /23 /18 /i255 /18 /23 /24 /16 /15 /28 /18 /15 /20 /16 /24 /i255 /16 /14 /15 /16 /i255 /24 /17 /23 /15 /29 /i255 /16 /26 /i255 /22 /26 /21 /15 /22 /i255 /18 /23 /24 /19 /25 /23 /20 /16 /24 /45 /i255 /53 /23 /23 /17 /i255/47 /19 /44 /i255 /i255 /21 /14 /15 /19 /20 /24 /i255 /26 /28 /16 /i255 /26 /31 /i255 /35 /19 /36 /23 /18/30/26/18 /23 /45 /i255 /i255 /41/i255/i255/54 /i255 /24 /17 /15 /21 /23 /52 /i255 /15 /i255 /17 /23 /26 /17 /22 /23 /37 /24 /i255 /17 /22 /15 /21 /23 /52 /i255 /25 /26 /i255 /20 /26 /16 /i255 /14 /15 /36 /23 /i255 /16 /26 /i255 /24 /17 /23 /20 /25 /i255/30/26/20 /23 /27 /i255 /16 /26 /i255 /47 /23 /i255 /16 /14 /23 /18 /23 /i255 /i255 /41/i255/i255/55 /23 /24 /19 /44 /20 /i255 /26 /31 /i255 /24 /17 /15 /21 /23 /24 /i255 /43 /14 /23 /18 /23 /i255 /17 /23 /26 /17 /22 /23 /i255 /21 /15 /20 /i255 /14 /15 /36 /23 /i255 /17 /26 /24 /19 /16 /19 /36 /23 /i255 /19 /20 /16 /23 /18 /15 /21 /16 /19 /26 /20 /52 /i255 /43 /14 /19 /21 /14 /i255 /21 /15 /20 /i255 /21/18 /23 /15 /16 /23 /i255 /15 /i255 /i255 /24 /16 /18 /26 /20 /44 /23 /18 /i255 /21 /26/30/30/28/20 /19 /16 /27 /52 /i255 /16 /26 /i255 /23 /20 /21 /26 /28 /18 /15 /44 /23 /i255 /18 /23 /22 /15 /16 /19 /26 /20 /24 /14 /19 /17 /24 /i255 /47 /23 /16 /43 /23 /23 /20 /i255 /17 /23 /26 /17 /22 /23 /i255 /26 /31 /i255 /25 /19 /31 /31 /23 /18 /23 /20/16 /i255 /i255 /47 /15 /21 /29 /44 /18 /26 /28 /20 /25 /24 /45 /i255 /56 /50 /15/30/17/22 /23 /i255 /19 /24 /i255 /35 /19 /57 /57 /19 /23 /37 /24 /i255 /58 /26 /28 /20 /16 /15 /19 /20 /52 /i255 /24 /26/30/23/16 /14 /19 /20 /44 /i255 /22 /19 /29 /23 /i255 /16 /14 /19 /24 /i255 /24 /17 /15 /21 /23 /i255 /26 /20 /i255 /15/i255 /22 /15 /18 /44 /23 /18 /i255 /i255 /24 /21 /15 /22 /23 /45 /i255
/i255 /41/i255/i255/55 /19 /36 /23 /18 /24 /23 /i255 /15 /20 /25 /i255 /16 /26 /44 /23 /16 /14 /23 /18 /i255 /i255 /41/i255/i255/48 /28 /24 /16 /15 /19 /20 /15 /47 /19 /22 /19 /16 /27 /i255 /59 /i255 /32 /19 /16 /27 /i255 /24 /14 /26 /28 /22 /25 /i255 /47 /23 /i255 /16 /14 /19 /20 /29 /19 /20 /44 /i255 /15 /47 /26 /28 /16 /i255 /43 /14 /15 /16 /i255 /20 /23 /23 /25 /24 /i255 /16 /26 /i255 /14 /15 /17 /17 /23 /20 /i255 /16 /26 /i255/30/15/29/23 /i255 /i255 /16 /14 /19 /20 /44 /24 /i255 /19 /16 /i255 /47 /28 /19 /22 /25 /24 /i255 /24 /28 /24 /16 /15 /19 /20 /15 /47 /22 /23 /45 /i255 /54 /19/30/i255/16 /26 /i255 /21 /18 /23 /15 /16 /23 /i255 /15 /i255 /24 /28 /24 /16 /15 /19 /20 /15 /47 /22 /23 /i255 /21 /19 /16 /27 /i255 /43 /19 /16 /14 /i255/30/26/18 /23 /i255 /17 /28 /47/22 /19 /21 /i255 /i255 /16 /18 /15 /20 /24 /17 /26 /18 /16 /15 /16 /19 /26 /20 /i255 /15 /20 /25 /i255 /22 /23 /24 /24 /i255 /25 /23 /17 /23 /20 /25 /23 /20 /21 /23 /i255 /26 /20 /i255 /21 /15 /18 /24 /45 /i255 /56 /20 /23 /18 /44 /27 /i255 /15 /20 /25 /i255 /18 /23 /24 /26 /28 /18 /21 /23 /i255 /24 /28 /24 /16 /15 /19 /20/15 /47 /19 /22 /19 /16 /27 /i255 /i255 /31 /26 /18 /i255 /14 /26 /28 /24 /23 /14 /26 /22 /25 /24 /i255 /15 /20 /25 /i255 /47 /28 /19 /22 /25 /19 /20 /44 /24 /45 /i255 /34 /18 /23 /24 /23 /18 /36 /15 /16 /19 /26 /20 /i255 /26 /31 /i255 /43 /15 /16 /23 /18 /45 /i255 /34 /26 /24 /24 /19 /47 /22 /23 /i255 /21 /26 /20 /24 /19 /25 /23 /18 /15 /16 /19 /26/20 /i255 /59 /i255 /15 /22 /22 /i255 /i255 /20 /23 /43 /i255 /21 /26 /20 /24 /16 /18 /28 /21 /16 /19 /26 /20 /i255 /24 /14 /26 /28 /22 /25 /i255 /20 /26 /16 /i255 /14 /15 /36 /23 /i255 /15 /i255 /22 /15 /43 /20 /38 /i255 /32 /18 /23 /15 /16 /19 /20 /44 /i255 /15 /i255 /24 /28 /24 /16 /15 /19 /20 /15 /47 /22 /23 /i255 /15 /20 /25 /i255 /i255 /24 /23 /22 /31 /59 /24 /28 /31 /31 /19 /21 /19 /23 /20 /16 /i255 /35 /19 /36 /23 /18/30/26/18 /23 /45 /i255 /i255 /41/i255/i255/42/15/29 /19 /20 /44 /i255 /32 /19 /16 /27 /i255 /24 /15 /31 /23 /i255 /15 /20 /25 /i255 /23 /15 /24 /27 /i255 /16 /26 /i255 /16 /18 /15 /36 /23 /22 /i255 /31 /26 /18 /i255 /24 /23 /20 /19 /26 /18 /24 /45 /i255 /48 /15 /31 /23 /i255 /19 /20 /i255 /55 /26 /43 /20 /16 /26 /43 /20 /45 /i255 /55 /26 /i255 /20 /26 /16/i255 /43 /15 /20 /16 /i255 /i255/33/23/20 /23 /18 /15 /22 /i255 /34 /22 /15 /20 /i255 /16 /26 /i255 /31 /26 /18 /44 /23 /16 /i255 /15 /47 /26 /28 /16 /i255 /24 /23 /20 /19 /26 /18 /24 /45 /i255 /49 /14 /19 /20 /29 /19 /20 /44 /i255 /15 /47 /26 /28 /16 /i255 /24 /23 /20 /19 /26 /18 /i255 /21 /19 /16 /19 /57 /23 /20 /24 /45 /i255 /49 /14 /23 /27/i255 /15 /18 /23 /i255 /15 /i255 /i255 /47 /19 /44 /i255 /17 /15 /18 /16 /i255 /26 /31 /i255 /16 /14 /23 /i255 /21 /26/30/30/28/20 /19 /16 /27 /45 /i255 /i255 /41/i255/i255/35 /19 /36 /23 /18/30/26/18 /23 /i255 /14 /15 /24 /i255 /15 /20 /i255 /15 /44 /19 /20 /44 /i255 /17 /26 /17 /28 /22 /15 /16 /19 /26 /20 /45 /i255 /51 /25 /23 /15 /i255 /19 /24 /i255 /16 /26 /i255 /14 /15 /36 /23 /i255 /24 /23 /20 /19 /26 /18 /i255 /14 /26 /28 /24 /19 /20 /44 /i255 /19 /20 /i255 /55 /26 /43 /20/16 /26 /43 /20 /52 /i255 /i255 /16 /26 /i255 /47 /23 /i255 /21 /23 /20 /16 /18 /15 /22 /22 /27 /i255 /22 /26 /21 /15 /16 /23 /25 /i255 /15 /20 /25 /i255 /14 /15 /36 /23 /i255 /23 /15 /24 /27 /i255 /15 /21 /21 /23 /24 /24 /i255 /16 /26 /i255 /24 /14 /26 /17 /24 /i255 /15 /20 /25 /i255 /24 /23 /18 /36 /19 /21 /23 /24 /45 /i255 /55 /26 /i255 /20 /26/16 /i255 /17 /28 /16 /i255 /i255 /24 /23 /20 /19 /26 /18 /i255 /14 /26 /28 /24 /19 /20 /44 /i255 /19 /20 /i255 /15 /i255 /18 /23/30/26/16 /23 /i255 /22 /26 /21 /15 /16 /19 /26 /20 /45 /i255 /i255 /41/i255/i255/55 /19 /36 /23 /18 /24 /23 /i255 /14 /26 /28 /24 /19 /20 /44 /45 /i255 /46 /26 /28 /24 /19 /20 /44 /i255 /43 /14 /23 /18 /23 /i255 /17 /23 /26 /17 /22 /23 /i255 /44 /18 /26 /43 /i255 /28 /17 /i255 /20 /23 /50 /16 /i255 /16 /26 /i255 /25 /19 /31 /31 /23 /18 /23 /20 /16 /i255 /15 /44 /23 /i255 /44 /18 /26 /28/17 /24 /52 /i255 /i255/30/28/22 /16 /19 /44 /23 /20 /23 /18 /15 /16 /19 /26 /20 /15 /22 /45 /i255 /51 /20 /16 /23 /18 /15 /21 /16 /19 /36 /19 /16 /27 /i255 /47 /23 /16 /43 /23 /23 /20 /i255 /25 /19 /31 /31 /23 /18 /23 /20 /16 /i255 /15 /44 /23 /24 /45 /i255 /34 /23 /26 /17 /22 /23 /i255 /21 /15 /20 /i255 /22 /19 /36 /23 /i255 /22 /26 /20 /44/23 /18 /i255 /i255 /15 /18 /26 /28 /20 /25 /i255 /15 /i255/30/26/18 /23 /i255 /25 /19 /36 /23 /18 /24 /23 /i255 /15 /44 /23 /i255 /21 /26/30/30/28/20 /19 /16 /27 /52 /i255/30/26/18 /23 /i255 /15 /21 /16 /19 /36 /23 /45 /i255 /i255 /41/i255/i255/54 /24 /i255 /35 /19 /36 /23 /18/30/26/18 /23 /i255 /44 /18 /26 /43 /24 /52 /i255 /14 /26 /43 /i255 /21 /15 /20 /i255 /43 /23 /i255 /15 /21 /21 /26/30/30/26/25 /15 /16 /23 /i255 /20 /23 /43 /i255 /47 /28 /24 /19 /20 /23 /24 /24 /23 /24 /i255 /16 /14 /15 /16 /i255 /21 /15 /20 /i255 /i255 /17 /18 /26 /36 /19 /25 /23 /i255 /31 /26 /18 /i255 /16 /14 /23 /i255 /20 /23 /43 /i255 /17 /23 /26 /17 /22 /23 /38 /i255

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
594
/i255/1/2/3 /4 /5 /6 /7 /8/i255 /9 /10 /i255 /i255 /12 /i255/13/14/15 /16 /i255 /17 /18 /19 /i255 /20 /21 /21 /22 /18 /21 /i255 /21 /14 /23 /22 /24 /25 /i255 /16 /14 /18 /i255/26/18/27 /18 /28 /15 /24 /i255 /29 /24 /15 /27 /i255 /15 /25 /25 /28 /18 /21 /21 /30 /i255 /i255 /32 /33 /34 /35 /36/35 /37 /38 /36 /39 /40 /41 /i255 /42 /40 /36 /i255 /43 /36 /44 /35 /i255 /45 /37 /46 /36 /i255 /35 /34 /i255 /45 /37 /40 /35 /36 /i255 /37 /43 /47 /i255 /48 /49 /37 /35 /i255 /39 /34 /34/50/i255/48 /34/50/50/36/43 /35 /40 /i255 /51 /34 /39 /i255 /35 /49 /36 /i255 /45 /39 /34 /52 /36 /48 /35 /i255 /39 /36 /48 /34 /39 /53 /54 /i255 /i255 /55/i255/i255/56/18 /21 /57 /23 /27 /21 /18 /21 /i255 /i255 /58/i255/i255/59 /23 /22 /21 /20 /27 /60 /i255 /14 /23/61/18/24 /18 /21 /21 /i255 /57 /18 /23 /57 /24 /18 /i255 /i255 /58/i255/i255/62 /15 /63 /18 /16 /19 /i255
/i255 /58/i255/i255/29 /28 /18 /21 /18 /28 /64 /20 /27 /60 /i255 /23 /57 /18 /27 /i255 /21 /57 /15 /65 /18 /i255 /i255 /58/i255/i255/62 /22 /21 /16 /15 /20 /27 /15 /66 /20 /24 /20 /16 /19 /i255 /15 /27 /25 /i255 /21 /22 /21 /16 /15 /20 /27 /15 /66 /24 /18 /i255 /60 /28 /23 /67 /16 /14 /i255 /i255 /58/i255/i255/68 /28 /18 /15 /16 /20 /27 /60 /i255 /57 /24 /15 /65 /18 /21 /i255 /63 /23 /28 /i255 /25 /20 /64 /18 /28 /21 /18 /i255 /65 /23/61/61/22/27 /20 /16 /19 /i255 /i255 /58/i255/i255/68 /28 /18 /15 /16 /20 /27 /60 /i255 /21 /57 /15 /65 /18 /i255 /16 /23 /i255 /18 /69 /20 /21 /16 /70 /i255 /63 /23 /28 /i255 /16 /14 /18 /i255 /65 /23/61/61/22/27 /20 /16 /19 /i255 /16 /23 /i255 /18 /69 /20 /21 /16 /i255 /i255 /58/i255/i255/68 /28 /18 /15 /16 /20 /27 /60 /i255 /65 /23/61/61/22/27 /20 /16 /19 /70 /i255 /67 /14 /18 /28 /18 /i255 /15 /24 /24 /i255 /57 /18 /23 /57 /24 /18 /i255 /67 /18 /24 /65 /23/61/18/70 /i255 /16 /14 /18 /19 /i255 /63 /18 /18 /24 /i255 /20 /27 /64 /18 /21 /16 /18 /25 /70 /i255 /16 /14 /20 /21 /i255 /20 /21 /i255/67 /14 /18 /28 /18 /i255 /i255 /57 /18 /23 /57 /24 /18 /i255 /65 /15 /27 /i255 /63 /18 /18 /24 /i255 /15 /i255 /21 /18 /27 /21 /18 /i255 /15 /i255 /66 /18 /24 /23 /27 /60 /20 /27 /60 /i255 /i255 /58/i255/i255/71/15/20 /27 /16 /15 /20 /27 /20 /27 /60 /i255 /15 /27 /25 /i255 /65 /28 /18 /15 /16 /20 /27 /60 /i255 /15 /i255 /65 /23/61/61/22/27 /20 /16 /19 /i255 /i255 /58/i255/i255/72 /20 /64 /18 /28 /21 /18 /i255 /15 /27 /25 /i255 /16 /23 /60 /18 /16 /14 /18 /28 /i255 /i255 /58/i255/i255/72 /20 /64 /18 /28 /21 /20 /16 /19 /i255 /15 /27 /25 /i255 /20 /27 /65 /24 /22 /21 /20 /64 /20 /16 /19 /i255 /i255 /58/i255/i255/59 /23 /27 /23 /28 /20 /27 /60 /i255 /14 /18 /28 /20 /16 /15 /60 /18 /i255 /73 /i255 /14 /15 /64 /18 /i255/61/23/28 /18 /i255 /14 /23 /24 /20 /21 /16 /20 /65 /70 /i255 /20 /27 /65 /24 /22 /21 /20 /64 /18 /i255 /14 /18 /28 /20 /16 /15 /60 /18 /i255 /i255 /58/i255/i255/59 /23 /27 /23 /28 /20 /27 /60 /i255 /14 /18 /28 /20 /16 /15 /60 /18 /i255 /67 /14 /20 /24 /18 /i255 /66 /18 /20 /27 /60 /i255 /25 /20 /64 /18 /28 /21 /18 /i255

COMMUNITY INPUT RECEIVED
ATTACHMENT 2
595
/i255 /i255
/1/2/3/4/5 /i255 /i255 /i255 /7 /8 /9 /i255 /i255 /i255 /10 /11 /12 /13/12 /14 /15 /13 /16 /17 /18 /i255 /i255 /i255 /20 /21 /17 /13 /i255 /i255 /i255 /22 /14 /23 /13 /i255 /i255 /i255 /24 /i255 /i255 /i255 /12 /11 /i255 /i255 /i255 /22 /14 /17 /12 /13 /i255 /i255 /i255 /14 /25 /26 /i255 /i255 /i255 /27 /28 /14 /12 /i255 /i255 /i255 /16 /11 /11/29/i255/i255 /i255 /27 /11/29/29/13/25 /12 /17 /i255 /i255 /i255 /30 /11 /16 /i255 /i255 /i255 /12 /28 /13 /i255 /i255 /i255 /22 /16 /11 /31 /13 /27 /12 /i255 /i255 /i255 /16 /13 /27 /11 /16 /32 /i255 /i255 /i255 /33 /34 /30 /i255 /i255 /i255 /12 /28 /13 /16 /13 /i255 /i255 /i255 /34 /17 /i255 /i255 /i255 /14 /25 /26 /35 /36 /i255/i255 /i255 /i255 /i255
/5 /38 /39 /40 /38 /i255 /i255 /i255 /41 /40 /i255 /i255 /i255 /42/41 /43 /38 /41 /39 /44 /45 /i255 /i255 /i255 /41 /46 /47 /i255 /i255 /i255 /48 /39 /42 /49 /50 /42 /42 /39 /40 /44 /51 /i255 /i255 /i255 /47 /43 /49 /46 /i255 /i255 /i255 /52 /43 /38 /41 /39 /49 /39 /52 /43 /44 /41 /i255 /i255 /i255 /42 /46 /40 /50 /53 /48 /i255 /i255 /i255 /39 /44 /41 /38 /40 /48 /50 /49 /47 /i255 /i255 /i255 /41 /46 /47/54/42/47/53 /55 /i255 /i255 /i255 /43 /44 /48 /i255 /i255 /i255 /41 /46 /47 /39 /38 /i255 /i255 /i255 /43 /55 /55 /39 /53/39 /43 /41 /39 /40 /44 /i255 /i255 /i255/56/39/41 /46 /i255 /i255 /i255 /57 /39 /58 /47 /38/54/40/38 /47 /i255 /i255 /i255 /59 /38 /47 /42 /39 /48 /47 /44 /41 /51 /i255 /i255 /i255 /60 /50 /42 /39 /44 /47 /42 /42 /i255 /i255 /i255 /40/56/44/47 /38 /51 /i255 /i255 /i255 /49 /40/54/54/50/44 /39 /41 /61 /i255 /i255 /i255 /40 /38 /45 /43 /44 /39 /62 /43/41 /39 /40 /44 /51 /i255 /i255 /i255 /47 /41 /49 /63 /i255 /i255 /i255 /i255 /i255
/64/65/66 /67 /68 /69 /70 /69 /71 /66 /72 /68 /73 /i255 /i255 /i255 /74/75/76 /76 /69 /73 /77 /72 /i255 /i255 /i255/78/69/79 /79 /69 /72 /80 /i255 /i255 /i255 /65 /76 /66 /70 /81/82/77/67 /83 /73 /i255 /i255 /i255 /74/84/67 /69 /70 /69 /66 /i255 /i255 /i255 /65 /77 /72 /68 /66 /85 /80 /i255 /i255 /i255 /65 /76 /66 /72 /72 /81 /67 /i255 /i255 /i255 /66 /68 /i255 /i255 /i255 /68 /86 /81 /i255 /i255 /i255 /87 /69 /68 /88 /i255 /i255 /i255 /77 /79 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /74/65/66 /85 /76 /66 /i255 /i255 /i255 /92 /81 /89 /69 /73 /77 /80 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /71 /67 /77 /71 /81 /67 /68 /88 /i255 /i255 /i255 /77 /93 /72 /81 /67 /i255 /i255 /i255 /73 /69 /72 /70 /81 /i255 /i255 /i255 /81 /66 /67 /76 /88 /i255 /i255 /i255 /94 /95 /96 /73 /80 /i255 /i255 /i255 /67 /81 /73 /69 /97 /81 /72 /68 /i255 /i255 /i255 /69 /72 /i255 /i255 /i255 /68 /86 /81 /i255 /i255 /i255 /76 /66/73 /68 /i255 /i255 /i255 /79 /81 /93 /i255 /i255 /i255 /88 /81 /66 /67 /73 /i255 /i255 /i255
/74/98/77 /86 /72 /i255 /i255 /i255 /99 /85 /72 /97 /81 /67 /68 /80 /i255 /i255 /i255 /86 /66 /73 /i255 /i255 /i255 /76 /69 /90 /81 /97 /i255 /i255 /i255 /69 /72 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /73 /69 /72 /70 /81 /i255 /i255 /i255 /100 /101 /94 /95 /102 /i255 /i255 /i255 /i255 /i255 /74/75/76 /66 /72 /i255 /i255 /i255 /103 /85 /67 /72 /86 /66/91/i255/i255 /i255 /104 /73 /71 /77 /83 /81 /73 /71 /81 /67 /73 /77 /72 /105 /80 /i255 /i255 /i255 /86 /66 /73 /i255 /i255 /i255 /76 /69 /90 /81 /97 /i255 /i255 /i255 /69 /72 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /73 /69 /72 /70 /81 /i255 /i255 /i255 /106 /95 /96 /73 /80 /i255 /i255 /i255 /i255 /i255 /74/75/76 /76 /69 /81 /i255 /i255 /i255 /107 /81 /76 /83 /81 /67 /80 /i255 /i255 /i255 /76 /69 /90 /81 /73 /i255 /i255 /i255 /66 /72 /97 /i255 /i255 /i255 /93 /77 /67 /83 /73 /i255 /i255 /i255 /69 /72 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /74/89/77 /67 /81 /68 /68 /66 /i255 /i255 /i255 /99 /66 /73 /83 /81 /88 /80 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /67 /81 /73 /69 /97 /81 /72 /68 /i255 /i255 /i255 /104 /77 /76 /97 /i255 /i255 /i255 /108 /77 /85 /68 /86 /i255 /i255 /i255 /108 /69 /97 /81 /105 /102 /i255 /i255 /i255 /109 /69 /73 /68 /77 /67 /88 /i255 /i255 /i255 /77 /79 /i255 /i255 /i255 /70 /77/91/91/85/68 /69 /72 /110/i255 /i255 /i255 /68 /77 /i255 /i255 /i255 /108 /77 /85 /68 /86 /i255 /i255 /i255 /103 /66 /88 /80 /i255 /i255 /i255 /69 /72 /68 /81 /67 /81 /73 /68 /81 /97 /i255 /i255 /i255 /69 /72 /i255 /i255 /i255 /68 /67 /66 /72 /73 /71 /77 /67 /68 /66 /68 /69 /77 /72 /80 /i255 /i255 /i255 /86 /69 /73 /68 /77 /67 /88 /80 /i255 /i255 /i255 /66 /72 /97 /i255 /i255 /i255 /86 /81 /67 /69 /68 /66 /110 /81 /i255 /i255 /i255 /74/65/66 /85 /76 /i255 /i255 /i255 /108 /71 /81 /72 /70 /81 /80 /i255 /i255 /i255 /87 /69 /68 /88 /i255 /i255 /i255 /77 /79 /i255 /i255 /i255 /89 /69 /90 /81 /67/91/77/67 /81 /i255 /i255 /i255 /87 /77/91/91/85/72 /69 /68 /88 /i255 /i255 /i255 /92 /81 /90 /81 /76 /77 /71/91/81/72 /68 /i255 /i255 /i255 /92 /69 /67 /81 /70 /68 /77 /67 /i255 /i255 /i255 /i255/i255/i255

Livermore City CouncilJanuary 10, 2022

Livermore City Council
January 10, 2022