Livermore City Council
May 23, 2022

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The Isabel Neighborhood Specific Plan has six subareas that include areas designated for higher-density residential development at minimums of 40 (Center areas) and 60 (Core areas) dwelling units per acre – subareas 2d, 3a, 3b, 3c, 3d, and 4. Of these areas, four are all made up of vacant parcels – in 2d, 3a, 3b, and 3c. Residential units developed in these areas are considered suitable to address the lower -income RHNA. Other portions of each of these subareas allow lower densities, so there is potential for other types of units in terms of density and cost as well. The subareas are shown on the Isabel Neighborhood Specific Plan map in Appendix A and lower-income units included in these subareas are shown totaled in the table in Appendix A. The units based on minimum densities for each of the four subareas are as follows:
• Subarea 2d: 120 lower-income units
• Subarea 3a: 332 lower-income units
• Subarea 3b: 972 lower-income units
• Subarea 3c: 146 lower-income units
The Specific Plan states that at least 25 percent of the units that develop in the plan area shall be deed-restricted affordable units. The remainder of the target units in the Specific Plan are assumed in the sites inventory as likely to develop as above -moderate units. However, the densities and location of the neighborhood near transit provides the opportunity for other lower- or moderate-income units to develop.

The presumed capacity and affordability of anticipated units is based on the density range in the underlying General Plan or Specific Plan designation, unless a specific site had an applicable site proposal or development application underway. In these cases, capacity and affordability is based on the number of proposed units.

In general, housing units on low -density sites (approximately one to eight dwelling units per acre) permitting single -family detached and small- lot units are assumed to be affordable at the above moderate-income level. Medium-density sites (approximately 8 to 20 dwelling units per acre) permitting townhomes, duplexes, and condominiums are assumed to accommodate housing primarily at the moderate-income level, although there may be some units in the affordable category in designations with a wide density range. Higher -density designations providing stacked flats and/or rental units are considered affordable at low - or very low-income levels.

The 2009 Housing Element found that, over time, the Livermore has been able to produce units or projects affordable to very low- and extremely low-income households at a density of 30 dwelling units per acre and, in some cases, at densities lower than this.

Examples of representative projects in the city are listed in Table 4-2.

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Table 4-2: Representative Projects
Project name Acres Address/APN Small
Site? Previous Use Project Description Total
Units
Lower-
Income
Units
Project
Density
(DU/ acre)
%
Allowed
Density
Chestnut Square 5.0 1651, 1665
Chestnut St No
Strip
commercial
center
Affordable senior
apartments, affordable
multi-family apartments,
and market-rate
townhomes
158 112 31 130%
Pacific Avenue 3.6 099 095000802 No Vacant
Affordable senior
housing development
on City-owned parcel
140 140 38 78%
Eden 2.5 098 028902200 No Vacant
Affordable workforce
housing development
on City-owned parcel
130 130 52 95%
Ageno 4.9 099B576001300 No Vacant Multi-family rental
apartments 171 34 34 97%
Avance 2.6 4260 First St No Single-family
residence
Affordable units for
persons with
developmental
disabilities
45 44 17 95%
Heritage Estates 3.0 800 E Stanley Blvd No Vacant Independent Senior Living Facility 130 55 43 86%
Stoney Creek
Apartments 4.8 5896 East Ave No Vacant Affordable rental apartments 70 70 15 100%

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Table 4-3 summarizes the City’s RHNA, projected ADUs for the 6th cycle, and units available on sites suitably zoned for housing in the city. Livermore has enough sites and projected ADUs to address the RHNA with some surplus in each income group.

Table 4-3: Comparison of Site Capacity and RHNA
Income Group Total
RHNA
Projected
Accessory
Dwelling Units
Units on
Vacant with
Suitable
Zoning
units on Non-
Vacant Sites
WITH Suitable
Zoning
Isabel
Neighborhood
Specific Plan
Units
Surplus
RHNA
Extremely Low
1,317
0 756 11 1,570 457 Very Low 97
Low 758 98
Moderate 696 97 569 189 0 159
Above
Moderate 1,799 33 281 24 1,753 292
TOTAL 4,570 325 1,606 224 3,323

INFRASTRUCTURE ANALYSIS TO ACCOMMODATE RHNA
Sewer Capacity
In November 2005, Livermore residents approved a ballot measure to participate in purchasing additional capacity in the Livermore Amador Valley Water Management Agency (LAVWMA) wastewater export pipeline. Approval of this measure increased the City’s allocated capacity in the expanded LAVWMA system up to a peak wet -weather flow capacity of 12.4 million gallons per day (mgd), sufficient to provide enough disposal capacit y to meet the City’s projected need.

The City’s Sewer Master Plan further identifies infrastructure improvements that are needed at the wastewater treatment plant to address the additional disposal capacity. Identified improvements have been programmed into the City’s Capital Improvement Program (CIP) based on priority and necessity. Programmed improvements will address upgrades to provide sufficient capacity in areas where infill residential development is anticipated, such as in the Downtown Specific Plan and Isabel Neighborhood Specific Plan areas.

Water Capacity
Zone 7 is the wholesale water provider for the entire Livermore-Amador Valley. Zone 7 distributes to the Livermore Municipal Water (LMW) as well as the California Water Service Company (Cal Water), both retail providers to Livermore residents.

Because of the Delta water supply issues and the current drought in California, long-term water supply is a potential growth-limiting factor; however, the city currently does have the capacity to achieve G eneral Plan build -out. This determination is based on the City having a Water Efficient Landscape Ordinance in place for several years and which will apply to all new residential development, making reclaimed water available for landscape irrigation in muc h of the west end of the city, including the Las Positas Golf Course, and working with partner agencies in establishing appropriate conservation measures.

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The City is working in concert with water retailers and Zone 7 to develop an appropriately reliable and sustainable water supply that meets the needs of current development and accommodates build out of the region. The City currently uses recycled water for irrigation purposes in the eastern part of the city and is exploring system expansion. Other strate gies to expand and/or stabilize the region’s water supply include implementing indirect potable reuse through groundwater injection to increase the groundwater basin storage, accelerating surface water storage in reclaimed aggregate quarries, and acquiring water rights in the Los Vaqueros Reservoir.

Storm Drain Capacity
The City’s Storm Drain Master Plan identifies low -, medium- , and high -priority improvements needed to adequately handle stormwater flows within and through the city. The City completed several storm drain upgrades in recent years to accommodate additional housing development on the western side of Downtown, as part of the Auburn Grove and Brighton developments. The City also recently upgraded the storm drain system through the Livermore Village site to accommodate new development in the Downtown Core. Areas identified as priority for future improvements include the Isabel Neighborhood Specific Plan Area and along various arroyos throughout the city. High-priority improvements have been progra mmed into the City’s CIP to address future capacity.

Dry Utilities
Dry utility service, including electrical service and internet, are available to serve all of the parcels in the City’s land inventory.

There are no major infrastructure deficiencies that would inhibit or preclude residential development or more intense residential development on parcels identified in the City’s sites inventory. The City will provide the adopted Housing Element to the utilities and infrastructure service providers to ensure priority is granted for service to affordable housing projects to comply with Senate Bill 1087.

4.2 HOUSING RESOURCES

LIVERMORE HOUSING AUTHORITY
The Housing Authority of the City of Livermore (LHA) manages one affordable housing development (Leahy Square), three scattered site affordable developments, and for administers the Section 8 Housing Choice Voucher program. The housing developments include the 125-unit low-income Leahy Square housing development, Chestnut Apartments (six units including two that are market rate), Las Posadas Apartments (nine units targeted to larger households), and Bluebell Apartments (27 units with 15 affordable housing units, 10 of which are transitional housing). The transitional housing units are for households graduating from homeless and/or domestic violence shelters. The scattered site complexes were acquired and rehabilitated using a variety of affordable housing funds from the City.

As of 2022, the LHA provides approximately 542 tenant -based vouchers to low -income households, including project -based vouchers for the disabled and households with social service needs.

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THE HOUSING AND HUMAN SERVICES DIVISION
Housing and Human Services (HHS) is a division of the City’s Community Development Department. HHS works with th e community, developers, and a wide variety of local, state, and federal agencies to maintain and expand affordable housing opportunities for lower- and moderate-income households. In addition to affordable housing services, HHS provides referrals and gran t support to agencies that provide social services to low -income residents. In this capacity, HHS manages the administration of the City’s Affordable Housing Fund, Community Development Block Grant (CDBG), HOME program funding from the U.S. Department of Housing and Urban Development and two local funding sources (Human Services Facility Fee and Social Opportunity Endowment). Working with the other divisions in the Community Development Department, HHS also supports the revitalization and preservation of re sidential neighborhoods.

Multi-Service Center
The City continues to operate and subsidize the only Multi- Service Center in the Tri -Valley for agencies that primarily serve low -income individuals. Agencies with permanent space at the center or that use spa ce on an ongoing basis include, Axis Community Health Clinic, Community Resources for Independent Living (CRIL), State of California Department of Rehabilitation, East Bay Innovations, Abode Services, and Cityserve of the Tri Valley.

NON-PROFIT ORGANIZATIONS
There are a number of non -profit organizations whose activities are related to the provision of affordable housing and human service programs in Livermore. The City actively works with crisis intervention and outreach providers, faith based organizations, physical and behavioral health providers, legal and fair housing organizations, and nonprofit housing developers.

4.3 FINANCIAL RESOURCES
Livermore has access to a variety of existing and potential funding sources available for affordable housing activities. The following section describes the key housing funding sources currently used in Livermore:
• Federal: CDBG, HOME, and Housing Choice Voucher Program (Section 8). • State: CalHome, Permanent Local Housing Allocation, Local Housing Trust Funds, No Place Like Home, Homekey, and Multifamily Housing Program • Local: In -Lieu Fee and Low -Income Housing Impact Fee (Affordable Housing Fund)
The City has continued to explore other mechanisms to facilitate the development of affordable housing, including acquiring land to reduce the cost of development to affordable housing developers and to ensure the units remain affordable over time.

Table 4-4 provides a summary of federal, state, local, private, and non-profit financial resources available to support housing activities in Livermore. Key local funding sources are described in greater detail in the section that follows.

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Table 4-4: Financial Resources for Housing Activities
Program Name Description Eligible Activities
Federal Programs
Community
Development Block
Grant (CDBG)
Grants awarded to the City on a
formula basis for housing and
community development activities.

Acquisition
Rehabilitation
Home Buyer Assistance
Economic Development
Homeless Assistance
Public Services
Capital Funds
Financing Program
(CFFP)
Funds to Public Housing Agencies
(PHAs) for the development, financing,
and modernization of public housing
developments and for management
improvements.

Construction of Housing
Rehabilitation
Modernization
HOME Investment
Partnership Act
Program (HOME)
Flexible grant program allocated to
City through the Alameda HOME
Consortium.

Acquisition
Rehabilitation
Home Buyer Assistance
Rental Assistance
Housing
Opportunities for
Persons with AIDS
(HOPWA)
The HOPWA program provides housing
assistance and supportive services for
low-income people with HIV/AIDS and
their families.

Rental Assistance
Support Services
Housing Choice
Voucher Program
(Section 8)
Assistance program that provides direct
funding for rental subsidies for very low-
income families.

Rental Assistance
Supportive Housing
Program (SHP)
Grants for development of supportive
housing and support services to assist
homeless persons in the transition from
homelessness. This is a competitive
program authorized under the
McKinney/Vento Act.

Transitional Housing
Housing for the Disabled
Supportive Housing
Support Services
Section 811
Grants to non-profit developers of
supportive housing for persons with
disabilities, including group homes,
independent living facilities and
intermediate care facilities.

Acquisition
Rehabilitation
New Construction
Rental Assistance
Section 108 Loan
Guarantee
Provides loan guarantee to CDBG
entitlement jurisdictions for capital
improvement projects. Maximum loan
amount can be up to five times the
jurisdiction’s recent annual allocation.

Acquisition
Rehabilitation
Home Buyer Assistance
Economic Development
Homeless Assistance
Public Services
Housing
Rehabilitation
Program
Provides financial assistance to low-
income homeowners for health and
safety improvements.

Rehabilitation
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Table 4-4: Financial Resources for Housing Activities
Program Name Description Eligible Activities
Emergency Shelter
Grants
Competitive grants to help local
governments and nonprofits to finance
emergency shelters, transitional
housing, and other supportive services.

New Construction
Rehabilitation
Homeless Assistance
Public Services
Continuum of
Care/Homeless
Emergency
Assistance and Rapid
Transition to Housing
(HEARTH)
Funding through the HEARTH Act of
2009 to provide necessary resources for
development of programs to assist
homeless individuals and families.

Homeless Assistance
New Construction
State Programs
Local Housing Trust
Fund Matching Grant
Program
Provides matching grants to local
housing trust funds that are funded on
an ongoing basis from private
contributions or public sources that are
not otherwise restricted in use for
housing programs.

New Construction
Home Buyer Assistance
Single-Family Housing
Bond Program
(Mortgage Revenue
Bonds)
Bonds issued to local lenders and
developers so that below market-
interest rate loans can be issued to first-
time home buyers.

Home Buyer Assistance
Mortgage Credit
Certificates (MCC)
Provides qualified first time homebuyers
with a federal income tax credit that
reduces the borrower’s federal tax
liability, providing additional income,
which can be used for mortgage
payments.

Home Buyer Assistance
Prop 63 Mental
Health Services Act
Funds
Funding for capital improvements and
operating subsidies for supportive
housing for formerly homeless or at-risk
individuals with mental disabilities.

Special Needs Programs
New Construction
CalHome Program
Grants awarded to jurisdictions for
owner-occupied housing rehabilitation
and first-time home buyer assistance.

Homebuyer Assistance
Rehabilitation
Low-income Housing
Tax Credit (LIHTC)
A 4-percent annual tax credit that
helps owners of rental units develop
affordable housing.

Construction of Housing
Affordable Housing
Partnership Program
(AHPP)
Provides lower-interest-rate CHFA loans
to home buyers who receive local
secondary financing.

Home Buyer Assistance
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Table 4-4: Financial Resources for Housing Activities
Program Name Description Eligible Activities
Permanent Local
Housing Allocation
(PLHA)
PLHA provides a permanent source of
funding for all local governments in
California to help cities and counties
implement plans to increase the
affordable housing stock. The two types
of assistance are: formula grants to
entitlement and nonentitlement
jurisdictions, and competitive grants to
nonentitlement jurisdictions.

Predevelopment
Development
Acquisition
Rehabilitation
Preservation
Matching Funds
Homelessness Assistance
Accessibility Modifications
Homeownership Assistance
Fiscal Incentives
Local Early Action
Planning (LEAP)
Grants
The Local Action Planning Grants
(LEAP) provide over-the-counter grants
complemented with technical
assistance to local governments for the
preparation and adoption of planning
documents, and process improvements
that accelerates housing production
Facilitate compliance to implement the
sixth-cycle Regional Housing Needs
Assessment.

Housing Element Updates
Updates to Zoning, Plans or
Procedures to Increase or
Accelerate Housing Production
Pre-Approved Architectural and
Site Plans
Establishing State-Defined Pro-
Housing Policies
See Complete List in Program
Materials
SB 2 Technical
Assistance Grants
Financial and technical assistance to
local governments to update planning
documents and the Development
Code to streamline housing production,
including but not limited to general
plans, community plans, specific plans,
implementation of sustainable
communities’ strategies, and local
coastal programs.

Technical Assistance
Planning Document Updates
Housing and Disability
Advocacy Program
(HDAP)
Services to assist disabled individuals
who are experiencing homelessness
apply for disability benefit programs
while also providing housing assistance.

HDAP has four core requirements:
outreach, case management, disability
advocacy, and housing assistance.

Rental Assistance
No Place Like Home
Loans to counties or developers in
counties for permanent supportive
housing for those with mental illness
who are homeless or at risk of
homelessness.

New Construction
Homeless Emergency
Aid Program (HEAP)
A block grant program designed to
provide direct assistance to cities,
counties, and Continuums of Care to
address the homelessness crisis
throughout California.

Identified Homelessness Needs
Capital Improvements Related to
Homelessness
Rental Assistance
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Table 4-4: Financial Resources for Housing Activities
Program Name Description Eligible Activities
California Emergency
Solutions and Housing
(CESH)
Provides funds for activities to assist
persons experiencing or at risk of
homelessness. Program funds are
granted in the form of five-year grants
to eligible applicants.

Homelessness Service System
Administration
New Construction
Rental Assistance
Local Programs
General Funds
Funds to subsidize rents and operations
for the Livermore Multi-Service Center
as well as critical safety net service
Support Services
In-lieu Low Income
Housing Fund /
Commercial linkage
fee (Housing Trust
Fund)
A per unit fee for residential
developments that do not provide
affordable housing, generated from
the Inclusionary Housing ordinance and
fee per square foot for commercial
construction.

Acquisition
Homeless Assistance
New Construction
Rehabilitation
Support Services
Low Income Housing
Impact Fee
A fee assessed on commercial and
industrial development, to help offset
cost of affordable housing for
employees. Fee varies depending on
intensity of development and
projected low-income employees. Fees
are deposited into city Affordable
Housing Fund.

Acquisition, conservation,
construction of affordable
housing for lower-income
employees
Private Resources
California
Community
Reinvestment
Corporation (CCRC)
Nonprofit mortgage banking
consortium designed to provide long-
term debt financing for affordable
multifamily rental housing. Nonprofit
and for-profit developers contact
member banks.

New Construction
Rehabilitation
Acquisition
Federal National
Mortgage
Association (Fannie
Mae)
- Fixed-rate mortgages issued by
private mortgage insurers. Home Buyer Assistance
- Mortgages which fund the purchase
and rehabilitation of a home.

Home Buyer Assistance
Rehabilitation
- Low down-payment mortgages for
single-family homes in underserved low-
income and minority cities.

Home Buyer Assistance
Freddie Mac Home
Works
Provides first and second mortgages
that include rehabilitation loan. County
provides gap financing for
rehabilitation component. Households
earning up to 80 percent Median
Family Income qualify.

Home Buyer Assistance
Affordable Housing
Program
(Federal Home Loan
Bank)
Loans (and some grants) to public
agencies and private entities for a wide
variety of housing projects and
programs. Participation is by FHLB
participating lenders.

New Construction
Home Buyer Assistance
Rehabilitation
Housing Supportive Services
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Table 4-4: Financial Resources for Housing Activities
Program Name Description Eligible Activities
Non-Profit Institutions
Bay Area Local
Initiatives Support
Corporation (LISC)
Bay Area LISC provides recoverable
grants and debt financing on favorable
terms to support a variety of community
development activities including
affordable housing.

Acquisition
New Construction
Low-Income
Investment Fund (LIIF)
LIIF provides loan financing for all
phases of affordable housing
development and/or rehabilitation.

Acquisition
Rehabilitation
New Construction
Source: City of Livermore, 2022; PlaceWorks; 2022.

LOCAL FUNDING SOURCES
Inclusionary Housing Ordinance
As discussed earlier in Chapter 3, the City’s Inclusionary Ordinance requires a portion of units in most residential developments to be affordable to lower-income households. A developer may satisfy the affordable housing requirement by paying a fee “in- lieu” of building an affordable unit with approval by City Council. In-lieu fees are deposited into the Affordable Housing Fund to assist in the development of lower -income housing and fund -related programs that assist lower-income residents with their housing needs.

When implementing the Inclusionary Ordinance, the City encumbers for-sale units with a silent second mortgage for the difference in value between the affordable price and the initial market-rate sales price for comp arable units. If a buyer re -sells the reserved unit within the restricted time period for a price in excess of the current affordable purchase price, then the second mortgage must be repaid to the City for use in affordable housing programs via the Affordable Housing Fund.

Low-Income Housing Impact Fees
The City assesses an impact fee on commercial and industrial developments. The fee is designed to provide affordable housing for lower -income employees, reducing the impacts associated with the need to commu te from outside the city. The fee varies according to the intensity of commercial and industrial use, based on the estimated number of low-income jobs and households associated with the development type.

The City expects to generate an average of $205,000 annually from the impact fee. These fees are placed in the Affordable Housing Fund to be used for acquisition, preservation, and construction of additional units.

AFFORDABLE HOUSING FUND
The City maintains an Affordable Housing Fund, also referred to as the Housing Trust Fund, to assist in the development and preservation of affordable housing and to help fund other housing-related programs that assist lower -income residents (Program 3.2.1). These programs are described further in Section 4.4 and are listed in Chapter 5, Housing Plan. The two primary sources of revenue into the Affordable Housing Fund include the In Lieu Fee (Inclusionary Housing Ordinance) and the Low-Income Housing Impact Fee.

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Money accrues in the Affordable Housing Fund when fees or repayment are collected related to the Inclusionary Housing Ordinance. The City also assesses the Low -Income Housing Impact Fee on commercial and industrial developments. The fee provides affordable housing for lower-income employees, reducing the impacts associated with the need to commute from outside the city. The fee varies according to the intensity of commercial and industrial use, based on the estimated number of low -income jobs and households associated with the development type. The City expects to generate an average of $205,000 annually from the impact fee.

In the recent past, the Affordable Housing Fund has been used to directly fund or assist other organizations in funding affordable housing projects and housing for special- needs groups.

4.4 PROGRAMS
The City uses the Affordable Housing Fund and other funding sources to provide a range of housing programs, either directly or through partnering with non -profit organizations in the region. These programs are listed below and detailed in Chapter 5, Housing Plan. • Land Acquisition (Program 3.2.2)
• Partner with Affordable Housing Developers (Program 3.2.3) • Conversion of Market-Rate to Affordable Units (Program 3.2.4) • Subsidies and Incentives (Program 3.2.5)
• First-Time Homebuyer Down Payment Assistance Program (Program 3.3.1) • Rental Assistance (Program 3.3.2)
• Homelessness Prevention and intervention (Program 3.3.3) • Minor Home Repair Program (Program 4.1.1)
• Owner-Occupied Housing Rehabilitation Loan Program (Program 4.1.2) • Neighborhood Improvement (Program 4.1.3)
• Neighborhood Preservation Program (Program 4.1.4)
• Fair Housing Services (Program 5.1.1)
• Tri-Valley Affordable Housing Committee (Program 6.1.1) • Emergency and Transitional and Supportive Housing (Program 6.1.2)

4.5 OPPORTUNITIES FOR ENERGY CONSERVATION
California law (Government Code Section 65583 [a][7]) requires local governments to address energy conservation issues when updating a Housing Element. According to the California Department of H ousing and Community Development, these elements should contain an analysis of opportunities for residential energy conservation. This requirement is intended to promote energy-efficient housing systems and building design, as well as the use of energy- saving features and materials during construction.

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RESIDENTIAL ENERGY USE AND CONSERVATION
According to the U.S. Department of Energy, the residential sector accounts for 21 percent of the country’s annual energy use.26 Energy conservation provides the dual benefits of promoting environmental sustainability and reducing monthly energy costs, which is a component of long- term housing affordability.

Opportunities for residential energy conservation exist at all scales, from individual home appliances to city design. Constructing new homes with energy-conserving features, as well as retrofitting existing energy -inefficient structures, can result in lower monthly utility costs. In addition to building design and construction techniques, street layouts and zoning patterns also affect energy consumption and can therefore support its reduction. Specific examples of energy conservation opportunities include:
• Sealing a home’s building envelope (doors, windows, walls, foundation, r oof, and insulation) to prevent energy leaks that increase heating and cooling costs; • Installing energy efficient appliances, LED lighting, and mechanical systems (heating, ventilation, and air conditioning);
• Installing a “cool roof” that reflects solar radiation to lower heating costs; • Designing and orienting buildings to take advantage of natural systems such as sun, shade, and wind, which can provide heating, cooling, and energy generation opportunities;
• Supporting attached housing design, which reduces the number of exterior walls per unit and results in lower per-unit heating and cooling costs; and • Promoting infill development to use existing infrastructure and services.

STATE PROGRAMS
The State of Californ ia has two major initiatives that encourage and require energy conservation in the housing sector, described below. Pacific Gas and Electric Company (PG&E) and the City also offer programs that provide opportunities for residential energy conservation
.

State Energy-Efficiency Requirements for New Construction (Title 24) All new construction in Livermore is subject to the requirements of the California Energy Commission’s Title 24 energy-efficiency standards, which are designed to reduce heat loss and energy consumption. Each city and county must enforce these standards as part of its review of building plans and issuance of building permits, including new development and major remodeling projects, including home additions. These standards apply to building components, such as wall and ceiling insulation, thermal mass, and window to floor area ratios.

26 Source: U.S. Department of Energy, 2021,
https://rpsc.energy.gov/energy-data-facts#:~:text=1.,of%20total%20U.S.%20energy%20consumption.

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Greenhouse Gas Emission Reduction (Assembly Bill 32)
The California Legislature adopted the California Global Warming Solutions Act (Assembly Bill [AB] 32) in 2006. The purpose of the act is to reduce greenhouse gas (GHG) emissions to 1990 levels by 2020 (25- percent reduction over current levels) and then to further reduce GHG emissions to 80 percent below 1990 levels by 2050. Since 2006, the legislature has pa ssed AB 3232 and Executive Order B -55-18 has been issued, building off the initial targets and goals of AB 32. AB 3232 calls for a 40-percent reduction in GHG emissions in buildings by 2030. Executive Order B-55-18 calls for carbon neutrality on a state level by 2045.

ENERGY ASSISTANCE PROGRAMS
Livermore’s residents and businesses rely on Pacific Gas & Electric Company (PG&E) and East Bay Community Energy (EBCE) for their energy services. EBCE procures electricity for customers, and PG&E delivers electricity to homes or businesses. East Bay Community Energy is the community’s default electricity provider. Pacific Gas and Electric Company provides natural gas and electricity service to residents and businesses in Livermore. PG&E owns and operates the electricity and natural infrastructure in the community and is responsible for transmission and distribution of electricity to Livermore. PG&E is responsible for customer billing, power line maintenance, and outages. Residents can be eligible for energy assistanc e programs from PG&E and EBCE.

PG&E offers several programs to promote energy conservation and assist lower -income residential customers with their home energy costs. Energy conservation programs include rebate programs for old appliances, free energy audits, and public education and outreach programs that teach energy -saving tips. The programs serving lower -income households include the following:
• California Alternate Rates for Energy (CARE) is PG&E’s discount program for low- income households and housing facilities. CARE provides a 20-percent discount on monthly energy bills and waives recent surcharges for low -income households. The program applies to single-family homeowners, tenants who are metered or billed by landlords, and group-living facilities. • Family Electric Rate Assistance (FERA) is a discount program for low - to moderate-income families of three or more people. The program is available to both single-family and multifamily residential customers. • Relief for Energy Assistance for Community Help (REACH) is a one -time energy assistance program for low-income homeowners who cannot pay their utility bill because of a sudden financial hardship. The program is targeted to the elderly, disabled, sick, working poor, and unemployed. Eligibility is determined by the Salvation Army and requires a household income that does not exceed 200 percent of the federal poverty level.

PG&E also offers reduced rates for residential customers that are dependent on life- support equipment or have special heating and cooling needs caused by certain medical conditions.

PG&E also offers a balanced payment plan for customers who experience higher heating or cooling costs during the extreme-weather months.

East Bay Community Energy (EBCE) offers several programs to promote ener gy conservation, promote community energy resilience, and assist lower-income residential customers with their home energy costs. EBCE customers who are eligible for reduced rates through PG&E due to ATTACHMENT 1
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their dependence on life support equipment can also have this discount applied to the EBCE energy bill. This program also offers rebates for portable backup batteries on a limited basis.

EBCE also offers financial incentives for certain energy efficiency and electrification upgrades, including heat pump water heaters and induction cooktops.

EBCE launched its Connected Communities pilot program in 2020 to learn about how to design and implement meaningful solutions to utility debt and disconnections. The initiative involves partnering with customers and communit y-based organizations to develop innovative means of reducing utility disconnections that complement what is available through other channels such as the State or PG&E. The key components of this program include discount programs to enhance CARE and FERA outreach, partnerships to provide no -cost solar energy installations to at-risk customers, expansion of community solar access in disadvantaged communities, and expansion of the Arrearage Management Plan to help qualifying residential customers reduce unpaid balances on their bills.

In addition, the Bay Area Regional Energy Network (BayREN) offers several financial incentives for single family and multifamily homes, including rebates on insulation, air sealing, duct sealing, heat pumps, furnaces, and water heaters. Another Bay Area organization, Rising Sun Center for Opportunity, offers a Green House Calls program in which participants receive home visits, personalized energy savings advice, and an energy efficiency toolkit.

In addition to these programs, the California Department of Community Services and Development has a Low -Income Home Energy Assistance Program (LIHEAP). The LIHEAP provides free weatherization services, such as attic insulation, caulking, water heater blanket, heating/cooling system repair, and other conservation measures. LIHEAP also provides payments for weather -related or energy -related emergencies and financial assistance to eligible households for energy bills.

THE CITY OF LIVERMORE POLICIES AND PROGRAMS
Goal 4 in Chapter 5 of this Housing Element contains one policy and two programs aimed at promoting energy efficiency in existing and new development as a means of reducing housing costs. This policy encourages the use of energy conservation features in design and siting of new residential structures and in the retrofitting of existing structures.

In November 2012, the City adopted a Climate Action Plan (CAP), which outlined strategies to reduce greenhouse gas (GHG) emissions. The City anticipates adopting a CAP Update in 2022.

The updated CAP will continue to address emissions consistent with the new state targets, as well as outline strategies to build resilience to climate impacts.

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5. HOUSING PLAN
This Housing Plan is a statement of the City’s commitment to maintaining, preserving, improving, and developing housing opportunities for all segments of the community. The plan contains the goals, policies, objectives, and implementation programs to achieve a high quality, balanced housing stock that accommodates the needs of existing and future Livermore residents . The housing plan must:
• Ensure continued availability and adequacy of sites to accommodate the Regional Housing Needs Allocation (RHNA), including appropriate zoning and development standards and access to public services and facilities to meet the needs of all income levels.
• Assist in the development of adequate housing to meet the needs of low - and moderate-income households.
• Address governmental constraints to the maintenance, improvement, and development of housing, and remove them where appropriate and legally possible.
• Conserve and improve the condition of existing affordable housing stock. • Preserve subsidized housing developments at risk of conversion to market rate. • Promote housing opportunities for all persons regardless of race/ethnicity, religion, sex, marital status, ancestry, national origin, familial status, disability, or source of income.

5.1 ACCOMPLISHMENTS UNDER THE 2015-2022 HOUSING ELEMENT To update the Housing Plan, the City must evaluate the:
• Appropriateness of the existing housing goals, objectives , and policies in contributing to the local, regional, and statewide housing goals. • Effectiveness of th e 2015-2022 Housing Element in attain ing the City’s housing goals and objectives.
• City’s progress with implementation of the 2015-2022 Housing Element.

The following discussion summarizes the City’s major accomplishments under each of the seven housing goals in the 2015-2022 Housing Element:

1. Diversity of Housing Choice

2. Well-Managed Growth

3. Production of Affordable Housing

4. Preservation and Improvement of Affordable Housing

5. Provision of Equal Housing Opportunity

6. Regional Cooperation to Address Housing Needs

7. Energy Efficiency
Appendix B contains a detailed review of accomplishments under each housing element program.

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DIVERSITY OF HOUSING CHOICE
To address th e diverse housing needs of the Livermore community and provide a range of housing choices by type, price, and density, the City accomplished the following during the 2015-2022 Housing Element period:
• Land Inventory (Program 1.1.1). T he City maintained sufficient sites to meet its RHNA during the planning period and adopted an amendment to the General Plan Safety Element.
• Implementation of the General Plan, Downtown Specific Plan, and Development Code (Program 1.2.1). The City amended the Down town Specific Plan, processed General Plan amendments to facilitate housing development, including affordable housing, and updated the accessory dwelling unit regulations in the Development Code.
• Isabel BART Station Specific Plan (Program 1.2.2). The City adopted the Isabel Neighborhood Specific Plan in late 2020. The Specific Plan will provide a mix of uses surrounding a future Valley Link rail station, not BART as originally anticipated, including as many as 4,000 residential units. • Development of Housing for Persons with Disabilities (Program 1.3.3). The City contributed funds during the planning period to multiple housing projects that include units for those with disabilities.

WELL-MANAGED GROWTH
Through its growth management policies, the City ensure s high quality residential design and the adequate provision of infrastructure, public facilities, and services . The following describes the City’s major accomplishments toward well-managed growth during the 2015-2022 Housing Element period:
• Housing Implementation Program (HIP) (Program 2.1.1). The City discontinued the Housing Implementation Program in 2019 and no longer allocates a limited number of housing units that can be developed.
• Support Mixed-Use and Transit-Oriented Development (Program 2.1.3). The City continued to use existing density incentives and developed additional incentives to promote mixed -use and more intense residential development near transit. For example, the Legacy and Brisa projects used the City's density bonus provision to provide affordable rental units.

PRODUCTION OF AFFORDABLE HOUSING
The RHNA is the state -mandated process to identify the total number of housing units (by affordability level) that each jurisdiction must accommodate in its Housing Element. For the 2015-2022 Housing Element cycle, the City was assigned a RHNA of 2,729 units at the following income distribution:
• Very Low Income: 839 units
• Low Income: 474 units
• Moderate Income: 496 units
• Above Moderate Income: 920 units
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The following describes the City’s major accomplishments toward the production of affordable housing during the 2015-2022 Housing Element period:
• Inclusionary Housing Ordinance (Program 3.1.1). The City continued to implement the Inclusionary Housing Ordinance and made updates to the ordinance to reflect changes to state law and to reinstate inclusionary requirements for rental projects.
• Acquire Land for Affordable Housing (Program 3.2.2). The City owns several project sites for the future development of affordable housing. In 2019, the Cit y entered into an Exclusive Negotiation Rights Agreement ( ENRA) for its Pacific Avenue site, and City staff worked with the nonprofit development team of SAHA/Interfaith on entitlements to develop 140 units of senior housing. • Partner with Affordable Housin g Developers (Program 3.2.3). The City sent out Requests for Proposals for partnerships as City -owned site development opportunities arose and as projects proposed support from the City’s Affordable Housing Fund. Staff also communicated with developers and housing services providers via participation in community -based and regional committees to address housing needs.
• Homelessness Prevention and Intervention (Program 3.3.3). The City continue d to partner with ECHO, Abode, and others to provide funding and s ervices for finding housing, rental assistance, case management, and supporting the Homeless Outreach Team.

PRESERVATION AND IMPROVEMENT OF AFFORDABLE HOUSING
Preserving and improving existing affordable housing is a critical component of the City’s overall housing strategy. The City has many programs to facilitate housing improvement and accomplished numerous objectives during the 20 15-2022 Housing Element period through these programs:
• Minor Home Repair (Program 4.1.1). The City’s Minor Home Repair Program provided grants to lower income homeowners to cover the cost of minor necessary repairs. Between 2015 and 2021, the City assisted at least 19 households through this program.
• Owner-Occupied Housing Rehabilitation Loan Program (Program 4.1.2). This program aided lower - and moderate -income homeowners by providing nonpayment loans for major repairs or the installation of amenities for seniors and persons with disabilities. Between 2015 and 2020, the City assisted at least 15 households through this program.

PROVISION OF EQUAL HOUSING OPPORTUNITY
A range of housing choices must be matched by the equal opportunity to access such housing regardless of race, color, religion, gender , sexual orientation, marital status, national origin, ancestry, familial status, disability, or source of income. To promote equal housing opportunities in Livermore, the City accomplished the following during the 2015-2022 Housing Element period:
• Support Nonprofit Organizations Specializing in Fair Housing Services (Program

5.1.1). The City continued to contract with ECHO Housing and Community ATTACHMENT 1
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5-4
Resources for Independent Living (CRIL) to conduct fair housing outreach and education, investigate complaints of housing discrimination, and conduct yearly Fair Housing Audits. The City also contracts with Centro Legal de la Raza to provide multilingual tenant legal services. During the planning period, ECHO completed multiple property audits. In 2020 ECHO tested 10 Livermore properties; all owners and manager s of these properties were offered free fair housing training. The City also continues to operate and subsidize the City’s Multi-Service Center and Tri Valley Housing Opportunity Center for agencies that primarily serve low-income individuals. Agencies with permanent space at the centers or that use space on an ongoing basis provide essential housing and social safety net services, including community health, housing navigation, benefits enrollment, care coordination, crisis stabilization, independent living programs for people with disabilities.
• Housing for the Disabled (Program 5.1.1). The City continued to refer complaints to CRIL and provide s CRIL with funding support for case management of disabled Livermore residents and community education and outre ach to local schools. CRIL provided services to 518 disabled individuals during the planning period.

REGIONAL COOPERATION TO ADDRESS HOUSING NEEDS
The City understands that affordable housing and special needs groups are not unique to Livermore. Therefore, the City continued to work cooperatively with communities in the region to effectively address affordable housing needs and housing for persons with special needs through the following programs:
• Tri-Valley Affordable Housing Committee ( TVAHC) (Program 6.1.1). Through the TVAHC, the City and other Tri-Valley jurisdictions (Dublin, Pleasanton, San Ramon and Danville ) collaborated on programs and regional policies that improved the provision of affordable housing.
• Emergency, Transitional, and Supportive Housing Services (Program 6.1.2).

During the planning period, the City allocated Affordable Housing Fund and Social Opportunity Endowment funds to emergency and transitional housing programs, which served hundreds of people. In Fiscal Year 2019 -20, the City allocated $268,883 in Homeless Emergency Aid Program (HEAP) funds to CityServe for crisis stabilization and rental services in the Tri-Valley. • Alameda County Home Together 2026 Implementation plan (Program 6.1.3). The Home Together Plan is a community-wide plan for Alameda County which lays out the goals, strategies and investments needed to dramatically reduce homelessness by 2026 and reverse racial disparities in homelessness through fully centering equity. The Plan’s overarching goals, and time frame align with Alameda County’s Vision 2026 which holds as one of its primary objectives to “ensure the availability of diverse and affordable housing for all residents with the goal of eliminating homelessness in Alameda County.” ATTACHMENT 1
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ENERGY EFFICIENCY
Through the Uniform Building Code and State Energy Code, the City continued to facilitate the construction of energy -efficient housing. Other accomplishments furthering energy efficiency included:
• Green Building (Program 7.1. 1). The Building Division continued to implement State Energy Code requirements as part of the plan check process to obtain building permits. This includes Part 11, California Green Building Standards Code, which was last updated in January 2020.
• Climate Action Plan (Program 7.1.2). The City continued to implement its existing Climate Action Plan, which was adopted in 2012. The City anticipates adopting an update to the plan in 2022.

The City worked diligently to address the housing needs of special needs groups. Some of the accomplishments are highlighted below:
• Seniors. The City provided grant funds to several nonprofit agencies that provide senior support and disabled services to individuals. Senior Support Program of the Tri-Valley and CRIL encourage seniors and disabled persons to age in place and facilitate independent living skills. In 2016, the City contracted with Habitat for Humanity East Bay/Silicon Valley to administer the City's owner -occupied housing rehabilitation program, which assisted seniors with home accessibility improvements. In 2019, the City completed the development of the 72 -unit Chestnut Senior apartments serving low -income seniors, and, in 2021, the City approved entitlements for a 140 -unit senior project to be developed by SAHA/Interfaith Housing on Pacific Avenue. Both recent projects include services and amenities for seniors to allow them to live independently and age in place.
• Homeless Persons and Persons with Disabilities.
o The City chose to merge the Housing Scholarship and Project Independence Programs and phase them into a “Housing First” model. The City awarded funding to Abode to implement its Housing First model through its Tenant Based Rental Assistance Program. During the planning period, Abode assisted 63 households with securing permanent housing.
o Abode is providing housing to formerly chronically homeless persons through its AC Impact program. All clients have maintained their housing since entering the program. The City continued to fund case-management services to ensure that the individuals remain on the road to self -sufficiency. Services focus on building independent living skills, money management, and dealing with any behavioral issues.
o The City provided federal HOME and CDBG funding to Tri Valley Haven for tenant-based rental assistance (TBRA) and case -management services to individuals experiencing domestic violence and at risk of homelessness. During the planning period, the City assisted 48 families and/or individuals at risk of homelessness and/or those currently homeless. The program provides assistance with ongoing rental subsidies.

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o The City also provided acquisition and development funding to Housing Consortium of the East Bay to purchase and develop the Vineyard 2.0 development, which will provide 24 units of supportive housing for formerly homeless households, including persons with disabilities, and 10,000 s quare feet of commercial space for a resource center to serve persons who are homeless and a commercial food kitchen to benefit food-insecure people in Livermore. o The Chestnut Square project provides affordable rental units for seniors and families with very -low- and low -incomes, disabled persons, and 15 homeless households.
o City staff worked with Tri‐Valley REACH to acquire two City-owned, single-family homes and create housing for six separate households that have physical and developmental disabilities. In 2020, staff worked with Tri-Valley REACH to expand a single-family home and create an additional shared housing opportunity for persons with physical and developmental disabilities.
o The City secured 25 project-based vouchers for the Avance Apartments through the Livermore Housing Authority. Avance Apartments is currently under construction and will provide 44 units for those with developmental disabilities.

5.2 HOUSING GOALS, POLICIES, AND PROGRAMS
The goals, policies, and programs in this 2023-2031 Housing Plan are based on those in the 2015- 2022 Housing Element, with modifications to reflect current and projected needs, the effectiveness and relevancy of existing programs, potential constraints and opportunities, and public input.

The Housing Plan goals are:

1. Diverse Housing Choices

2. Well-Managed Growth

3. Affordable Housing Production and Preservation

4. Healthy and Resilient Housing and Neighborhoods

5. Affirmatively Further Fair Housing

6. Regional Cooperation to Address Housing Needs
Each goal has a set of policies, programs, actions, and objectives. The implementing actions, however, generally address multiple goals and build upon each other, creating a comprehensive approach to meeting the community’s housing needs.

Table 5-1 summarizes the quantified objectives over this Housing Element period.

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Table 5-1. Summary of Quantified Objectives: 2023–2031
Program Extremely
Low Income
Very Low
Income
Low
Income
Moderate
Income
Above
Moderate
Income
Total
Housing Production (units)1 1,317 758 696 1,799 4,570
Housing Rehabilitation2 80 15 5 100
Housing Conservation/
Preservation3 90 0 0 90
Notes:

1. Corresponds to RHNA.

2. Corresponds to quantified objectives in Program 4.1.2 Residential Retrofits.

3. The 90 units to be conserved/preserved correspond to the at-risk assisted units in the City (see Table 2-45).

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GOAL 1: DIVERSE HOUSING CHOICES
Address the diverse housing needs of all community members and foster economic, social, and racial integration by allowing fo r a range of housing types, price levels, and densities.

Policy 1.1: Develop and maintain a sites inventory with adequate densities and development standards to meet the Regional Housing Needs Allocation (RHNA) in all income categories.

Program 1.1.1: Residential Sites Inventory
Actions: Time Frame: Responsible Agency: Funding: Quantified Objective:

A) If a site included in the residential sites
inventory is developed with nonresidential
uses or with fewer units than identified,
verify that the sites inventory maintains
sufficient capacity to meet the City’s
RHNA. If it does not, identify additional
sites/units to satisfy the RHNA.

When development
of Housing Element
sites occurs
Community Development
Department – Planning
Division
General Fund Maintain adequate sites
to meet the City’s RHNA
B) Maintain a map of vacant residential
acreage to assist developers with
identifying land suitable for residential
development throughout the City. The
map could indicate current zoning and
public facilities and services to these sites.

The map could also include land suitable
for affordable development, based on
the allowed density, in moderate and
high resource areas.

Create map at the
time of new Housing
Element adoption.

Update when sites in
the Housing Element
inventory develop.

Community Development
Department – Planning
Division
General Fund n/a
C) Proactively identify areas to meet future
RHNA allocations as part of the
comprehensive General Plan Update.

By 2025 Community Development
Department - Planning
General Fund n/a
D) Following future amendments to the
General Plan’s Safety Element, ensure
consistency with the Housing Element,
including the sites inventory.

As needed Community Development
Department – Planning
Division
General Fund n/a
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Policy 1.2: Facilitate the development of a range of housing types through area planning efforts.

Program 1.2.1: General Plan and Specific Plans
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to update and amend the
General Plan as needed and appropriate
to provide a range of housing types,
densities, and affordability levels.

As projects are
proposed; reviewed
annually
Community Development
Department – Planning
Division
General Fund n/a
B) Continue to update and amend the
Downtown Specific Plan as needed and
appropriate to facilitate downtown
revitalization, the provision of affordable
housing, and mixed-use development.

As projects are
proposed; reviewed
annually
Community Development
Department – Planning
Division
General Fund n/a
C) Continue to update and amend the
Isabel Neighborhood Specific Plan as
needed and appropriate to facilitate a
complete, transit-oriented community.

As projects are
proposed; reviewed
annually
Community Development
Department – Planning
Division
General Fund n/a
D) Continue area planning efforts for the
Southfront Priority Development Area
(PDA) surrounding the future Southfront
Valley Link station. Revise the General
Plan designations and zoning accordingly
to allow for residential transit-oriented
development.

By 2030 Community Development
Department – Planning
Division
General Fund Up to 7,500 housing
units
Policy 1.3: Update the Development Code to simplify standards, expand opportunities for a greater variety of housing types, and maintain consistency with State law.

Program 1.3.1: Development Code Amendments
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to facilitate development of
Accessory Dwelling Units (ADUs) by
maintaining standards that are consistent
with State law. This includes allowing ADUs
in all zoning districts where single-family
and multifamily residential dwellings are
allowed.

By 2024, then every
two years as needed
to comply with
current state law.

Community Development
Department – Planning
Division
General Fund 325 ADUs during the
6th Cycle Projection
Period
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Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

B) Monitor ADU construction and
affordability levels to determine whether
the rate is on track to meet target
numbers anticipated in this Housing
Element. Implement additional actions if
targets are not met.

Starting in January
2025, then every two
years thereafter
Community Development
Department – Planning
Division
General Fund 58 ADU building
permits between June
30 th, 2022, and the end
of 2024
C) Continue to allow mobile and
manufactured homes that meet State
and City codes, as well as the City’s
design review requirements, in all
residential districts.

Ongoing Community Development
Department – Planning
Division
General Fund 40 new mobile or
manufactured homes
over the next 8 years
D) Establish standards for smaller unit types,
such as tiny homes and single room
occupancies.

By 2025 Community Development
Department – Planning
Division
General Fund 20 small unit types over
the next 8 years
E) Establish standards consistent with Senate
Bill 9 to allow ministerial two-unit
residential developments and lot splits in
single-family zones.

By 2024 Community Development
Department – Planning
Division
General Fund n/a
F) Establish Objective Design Standards to
facilitate streamlined project permitting.

By 2024 Community Development
Department – Planning
Division
General Fund n/a
G) Evaluate opportunities to remove barriers
to residential development of small
properties.

By 2025 Community Development
Department – Planning
Division
General Fund n/a
Policy 1.4: Reduce governmental constraints on housing development through permit streamlining, reasonable development fees, and transparent and accessible information.

Program 1.4.1: Reduce Governmental Constraints
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Identify opportunities to streamline
permitting processes, including ministerial
approvals and electronic application
submittals and review.

By 2024 and
ongoing as
changes are
made to codes
and plans
Community
Development
Department
General Fund n/a
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Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

B) Establish standards to specify SB 35 and SB
330 streamlining approval processes and
standards for eligible projects.

By 2024 Community
Development
Department –
Planning Division
General Fund (staff
time)
n/a
C) Monitor development fees to ensure they
are reasonable and do not unduly
constrain development while protecting
the quality, health, and public safety of
the community.

Ongoing; as
changes are
made to
development fees.

Make changes as
needed
Community
Development
Department
General Fund n/a
D) Continue to encourage the development
of accessory dwelling units by waiving
certain development impact fees.

Promote the availability of these
incentives in high resource areas to
expand housing mobility opportunities for
lower-income households.

Ongoing Community
Development
Department –
Planning Division
General Fund n/a
E) Create user-friendly, accessible, and
multi-lingual information guides about
standards and review processes for
residential projects (ADUs, SB 9 projects,
SB 35 and SB 330 streamlining, etc.). Make
this information available on the City’s
website and at the Permit Center.

By 2024. Update
on an ongoing
basis as needed
Community
Development
Department –
Planning Division
General Fund n/a
F) Improve internal systems for collecting,
tracking, and analyzing housing project
data to better understand housing
development trends in Livermore and
streamline annual State reporting
requirements.

By 2024 Community
Development
Department –
Planning Division
General Fund n/a

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Policy 1.5: Encourage the development of housing for individuals with special needs, including those with disabilities, large families, seniors, and people experiencing homelessness.

Program 1.5.1: Universal Design
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Update the City’s residential design
guidelines and standards to encourage
“visitability” and universal design features
in new homes.

By 2026 Community
Development
Department –
Planning Division
General Fund 10 universal design
housing units
B) Expand consumer awareness by
providing information on universal design
features at the City’s Permit Center and
develop resource information for the
City’s Permit Center website.

By 2026 Community
Development
Department –
Planning Division
General Fund n/a
C) Consider regulatory incentives for projects
that incorporate universal design features.

By 2026 Community
Development
Department –
Planning Division
General Fund n/a
Program 1.5.2: Licensed Community Residential Care Facilities Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Consistent with State law, continue to
allow Residential Care Facilities serving 6
or fewer persons in all residential districts
as a means of providing housing for
special needs groups. Update the
Development Code to allow this size of
facility in additional zoning districts where
required by State law.

By 2024 Community
Development
Department –
Planning Division
None required n/a
B) To affirmatively promote more inclusive
communities, the City will update the
Development Code requirements for
Residential Care Facilities serving 7 or
more persons to permit them as a
residential use subject only to restrictions
that apply to other residential dwellings of
the same type in the same zone.

By 2024 Community
Development
Department –
Planning Division
General Fund n/a
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Program 1.5.3: Special Housing Needs
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Work with housing providers to ensure that
special housing needs are addressed to
reduce displacement risk for large
families, female-headed households, and
single-parent households with children,
through a combination of regulatory
incentives, zoning standards, affordable
housing programs described in Goal 3,
rehabilitation and neighborhood
improvement efforts described in Goal 4,
and supportive services programs. The
City will also continue to encourage the
production of units with 3 or more
bedrooms for large families.

Ongoing and
evaluate
opportunities
annually
Community
Development
Department

CDBG, HOME
Investment
Partnerships, and
other state and
federal programs
designated
specifically for special
needs groups
Support the creation or
rehabilitation of at least
100 units of housing for
people with special
housing needs over the
planning period
B) Work with housing providers to ensure that
special housing needs are addressed to
reduce displacement risk for persons with
disabilities and developmental disabilities
regulatory incentives, zoning standards,
affordable housing programs described in
Goal 3, rehabilitation and neighborhood
improvement efforts described in Goal 4,
and supportive services programs. The
City will also continue to encourage the
production of units with special
adaptations for people with disabilities,
per California Title 24 standards.

Ongoing and
evaluate
opportunities
annually
Community
Development
Department

CDBG, HOME
Investment
Partnerships, and
other state and
federal programs
designated
specifically for special
needs groups
Support the creation or
rehabilitation of at least
20 units of housing for
people with disabilities
over the planning period
C) Work with housing providers to ensure that
special housing needs are addressed to
reduce displacement risk for seniors
through regulatory incentives, zoning
standards, affordable housing programs
described in Goal 3, rehabilitation and
neighborhood improvement efforts
described in Goal 4, and supportive
services programs. The City will also
continue to encourage the production of
Ongoing and
evaluate
opportunities
annually
Community
Development
Department

CDBG, HOME
Investment
Partnerships, and
other state and
federal programs
designated
specifically for special
needs groups
Support the creation or
rehabilitation of at least
100 units of housing for
seniors over the planning
period
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Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:
senior housing, including assisted living
facilities.

D) Support “aging in place” through
community design, partnering with
organizations that provide support
services, and encouraging accessibility
improvements to rental housing.

Ongoing and
evaluate
opportunities
annually
Community
Development
Department
Affordable Housing
Fund
n/a
E) Work with housing providers to ensure that
special housing needs are addressed to
reduce displacement risk for homeless
individuals and families through a
combination of regulatory incentives,
zoning standards, affordable housing
production and preservation programs
described in Goal 3, and supportive
services programs. The City will also
continue to encourage the production of
smaller units to address the shortage of
affordable units for single adults
experiencing homelessness, including
single-room occupancy units.

Ongoing and
evaluate
opportunities
annually
Community
Development
Department

CDBG, HOME
Investment
Partnerships, and
other state and
federal programs
designated
specifically for special
needs groups
See Program 1.3.1, Action
D Support the creation of
at least 30 new units of
housing for people
experiencing
homelessness over the
planning period
F) Increase the supply of housing affordable
to farmworkers, many of whom are lower
income. Review the Development Code
for compliance with the state Employee
Housing Act (Health & Safety Code
Sections 17021.5, 17021.6, and 17021.8). If
needed to comply with the Act, make
amendments to allow housing for 6
persons or less in residential zones in the
same way residential structures are
allowed (Section 17021.5). Also, if
needed, allow for employee housing of
no more than 12 units or 36 beds as an
agricultural use, and permit in the same
manner as other agricultural uses in the
same zone (Section 17021.6). Finally,
make amendments if needed to address
the requirements of Section 17021.8 which
By 2024 Community
Development
Department –
Planning Division
General Fund, n/a
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Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:
requires ministerial approval of certain
farmworker housing projects that meet
the criteria in that section.

G) Incorporate the needs of farmworkers
and their families into City affordable
housing programs. The City may also
support providers of farmworker housing
in access state and federal funds.

Ongoing Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund, Joe Serna Jr.

Farmworker Housing
Grant
n/a
H) Conduct targeted and multilingual
outreach strategies described in Program

3.3.1 for groups with special housing
needs to increase access to City housing
programs
Ongoing Community
Development
Department –
Housing & Human
Services
Affordable Housing
Fund
n/a

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GOAL 2: WELL-MANAGED GROWTH
Manage residential growth to promote (1) the production of housing to meet local and regional housing needs; (2) a growth rat e balanced with the provision of infrastructure capacity and public services; (3) a balanced relationship between residential a nd nonresidential development; (4) the highest quality design for all residential units and neighborhoods; (5) economic, social a nd racial integration and (6) open space preservation.

Policy 2.1: Encourage the provision of affordable housing, infill development, and mixed-use projects in locations served by existing infrastructure, particularly transit services.

Program 2.1.1: Monitor Infrastructure Needs
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to analyze infrastructure needs
and capacity to balance residential
growth with the provision of adequate
infrastructure and services.

Every three years Community
Development
Department. Public
Works Department
General Fund n/a
B) Review infrastructure needs to support
intensified development on infill sites
within city limits and in the Downtown
area; program improvements and
upgrades into the City’s CIP.

Bi-annually, as part
of CIP updates
Community
Development
Department –
Engineering Division
General Fund n/a
C) Work with the City’s water and sewer
providers to ensure the availability and
adequate capacity of water and
wastewater systems to accommodate
the housing needs during the planning
period.

Ongoing; as
projects are
proposed
Community
Development
Department, Public
Works Department
General Fund n/a
D) Provide a copy of the Housing Element
and any future amendments to the utility
providers immediately after adoption.

After adoption of
the Housing
Element and as
needed
Community
Development
Department
General Fund n/a
ATTACHMENT 1
467

5-17
Program 2.1.2: Support Mixed-U se and Transit-Oriented Development Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Promote lot consolidation to increase
opportunities for mixed-use development.

Ongoing Community
Development
Department
General Fund n/a
B) Continue to require minimum residential
densities in areas designated for transit-
oriented, mixed-use development to
ensure higher density in these areas.

Ongoing Community
Development
Department
General Fund n/a
C) Continue to use existing density incentives
and develop additional incentives to
promote mixed-use and more intense
residential development near transit.

Ongoing Community
Development
Department
General Fund n/a
D) Update existing community benefit
and/or other land value recapture
strategies such as the Human Services
Facility Fee to increase proximity to
services and other opportunities
throughout the city.

Within 5 years of
Housing Element
adoption
Community
Development
Department – Housing
& Human Services
Division
General Fund n/a

ATTACHMENT 1
468

5-18
GOAL 3: AFFORDABLE HOUSING PRODUCTION AND PRESERVATION Encourage the provision and long-term availability of affordable housing to foster economic, social, and racial integration.

Policy 3.1: Facilitate the production of affordable housing through the regulation of and incentives to new development.

Program 3.1.1: Inclusionary Housing Ordinance
Actions: Timeframe: Responsible Agency: Funding: Quantified Objectives:

A) Continue to implement the inclusionary
housing ordinance and continue to
require developers to identify the
location of inclusionary units. Encourage
inclusionary units in moderate- and high-
resource areas to facilitate housing
mobility opportunities for lower-income
households.

Ongoing Community
Development
Department – Housing
& Human Services
Division
General Fund Produce at least 100
affordable units for low
and moderate income
households through
the inclusionary
housing ordinance
B) Implement accessible and multilingual
communication and outreach strategies
for potential tenants and owners of
inclusionary units.

Incorporate
inclusive outreach
and marketing
standards into the
inclusionary
program’s policies
and procedures
within 1 year of
Housing Element
Adoption
Community
Development
Department – Housing
& Human Services
Division
General Fund n/a
ATTACHMENT 1
469

5-19
Program 3.1.2: Density Bonuses and Incentives
Actions: Timeframe: Responsible Agency: Funding: Quantified Objectives:

A) Continue to ensure new residential
projects are consistent with current State
Density Bonus regulations and continue to
encourage the use of both the State
Density Bonus Program and the City’s
density incentives for affordable and
senior housing. In addition, update the
local density bonus regulations as
needed during the planning period for
consistency with State Density Bonus law.

Ongoing. Update
local density bonus
regulations within 1
year of substantive
updates to State
Density Bonus Law
throughout the
planning period.

Community
Development
Department
General Fund 125 lower income units
Policy 3.2: Pursue and utilize a variety of funding resources and partnerships to develop housing that is affordable to lower- and moderate-income households, families, and seniors.

Program 3.2.1: Affordable Housing Fund
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to administer the low-Income
Housing Impact and In-Lieu fees and use
the Affordable Housing Fund to provide
affordable housing opportunities for lower
income households and people with
special housing needs.

Ongoing Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund
Provide funding to at
least three affordable
housing projects that
create homes for lower
income households
and people with
special housing needs
in moderate or high
resource areas
B) Pursue additional funding sources and
opportunities to leverage existing funding
to increase resources for affordable
housing programs.

Ongoing and
evaluate
opportunities
annually

Community
Development
Department –
Housing & Human
Services Division
General Fund, HOME,
State HCD programs,
Project Based Vouchers
Apply to an average
of 1 funding source
annually to support
affordable housing
programs
C) Consider fee waivers for affordable units,
prioritizing those that provide the greatest
level of affordability and serve special
needs households.

Ongoing as
opportunities arise
Community
Development
Department
Affordable Housing
Fund
n/a
ATTACHMENT 1
470

5-20
Program 3.2.2: Support Acquisition of New Sites for Affordable Housing Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Utilize a variety of methods to increase
the inventory of properties for future
development of affordable housing,
including land dedication and acquisition
of properties in opportunity-rich locations
near transit, services, and key amenities.

Ongoing Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund, CDBG, and HOME
Support development
of affordable housing
on at least three sites
B) Continue to provide financial resources
to nonprofit organizations to increase the
existing affordable housing stock through
market rate conversions and adaptive
reuse, prioritizing units that both prevent
displacement in low resource areas and
encourage access to moderate and in
high resource areas

Ongoing;
coordination with
nonprofit
development
partners to identify
potential properties
and facilitate
development
Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund, Homekey, HOME
n/a
Program 3.2.3: Partner with Affordable Housing and Service Providers Actions: Timeframe: Responsible Agency: Funding: Quantified Objectives:

A) Coordinate and foster partnerships with
nonprofit housing developers,
community-based organizations, the
Livermore Housing Authority, school
district, and applicable federal, state,
and regional agencies to facilitate the
development of quality affordable
housing.

Ongoing; as
projects are
proposed and
opportunities arise.*
Community
Development
Department –
Housing & Human
Services Division
General Fund (staff
time) and Affordable
Housing Fund
n/a
B) Continue to allow developers of
affordable units to amortize the payment
of applicable development impact fees
over time to help meet affordable
housing targets.

Ongoing; as
projects are
proposed
Community
Development
Department
General Fund n/a
C) Continue to meet regularly with
developers to discuss incentive
opportunities and provide technical
assistance
Ongoing and
evaluate
opportunities
annually
Community
Development
Department –
Housing & Human
Services Division
General Fund (staff
time)
n/a
ATTACHMENT 1
471

5-21
Actions: Timeframe: Responsible Agency: Funding: Quantified Objectives:

D) Support efforts to redevelop and create
additional affordable units at existing
affordable housing sites, such as Leahy
Square, Vandenburgh Villa, Arbor Vista,
Arroyo Mocho, and supportive shared
housing sites.
2023-2030 Community
Development
Department –
Housing & Human
Services Division
General Fund (staff
time) and Affordable
Housing Fund
Produce additional
units on at least two
existing housing sites
* Staff sends out Requests for Proposals (RFPs) for partnerships as City-owned site development opportunities arise and as projects propose support from the City’s Affordable Housing Fund. Staff also communicates with developers and housing services providers via participation in community-based and regional committees to address housing needs (see Goal 6).

Policy 3.3: Communicate regularly with the community to increase awareness of affordable housing policies and programs.

Program 3.3.1: Public Outreach
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Implement multilingual communication
and outreach strategies for City-funded
affordable housing developments

Ongoing;
Implement at least
two multilingual
public outreach
actions annually
Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
B) Provide translation services for Spanish,
and other languages as needed, at all
public meetings and ensure all public
materials are translated and made
available.

By December 2023 Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
C) Participate in efforts to design a regional
application system and housing search
tools

As regional
opportunities arise
and reach out to
other regional
jurisdictions and
agencies at least
once a year
Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
ATTACHMENT 1
472

5-22
Policy 3.4: Provide linguistically accessible and culturally relevant housing assistance to lower and moderate-income households and other households with special needs.

Program 3.4.1: Support for Low and Moderate Income Homeowners Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to provide mortgage assistance
for down payment, closing costs, and
secondary financing to low- and
moderate-income first-time homebuyers.

Ongoing Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund
Continue to provide
First-Time Homebuyer
Down Payment
Assistance to an
average of 3 low- and
moderate-income
households annually
B) Continue to target persons with
disabilities, non-English speakers,
affordable rental housing tenants,
immigrants, and low-income households
for participation in homeownership
programs. Distribute materials at service
centers or community gathering places
for target populations.

Translate program
information to
Spanish by
December 2022.

Distribute materials
annually.

Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund
n/a
C) Align documentation and eligibility
requirements with County programs,
including the use of individual taxpayer
identification numbers
By 2023 Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
D) Continue to promote and provide
information about the program on the
City’s website, newsletter, through email
distribution, local advertising, and with
brochures and handouts at the City’s
permit center counter, libraries, and
community events
Ongoing Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
E) Work with community-based
organizations and institutions to provide
homebuyer education, financial
counseling, and foreclosure prevention.

Ongoing Community
Development
Department –
Housing & Human
Services Division
General Fund 60 low and moderate
income households
receive homebuyer
support services over
the course of the
planning period
ATTACHMENT 1
473

5-23
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

F) Pursue funding for programs that help
participants of affordable rental programs
access homeownership opportunities
By 2024 Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
Program 3.4.2: Rental Assistance and Tenant Support Services Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Pursue additional funding to maintain
and/or increase the amount of rental
housing available through the Housing
Choice Voucher (Section 8) Program and
enhance support for other rental
assistance programs.

Ongoing Livermore Housing
Authority; Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
B) Partner with the Livermore Housing
Authority (LHA) to increase promotion of
the Housing Choice Voucher program to
the development community, property
owners, and possible participants; support
partners that provide outreach to
landlords about voucher programs with
the aim of increasing housing
opportunities for recipients of rental
assistance. Prioritize promotion in high-
resource areas.

Biennially Community
Development
Department –
Housing & Human
Services Division
General Fund,
Affordable Housing
Fund
Engage at least 50
landlords of properties
in high resource areas
C) Work with trusted community partners to
provide linguistically and digitally
accessible and culturally relevant rental
housing search assistance to lower-
income households and groups with
special housing needs.

Ongoing Livermore Housing
Authority; Community
Development
Department –
Housing & Human
Services Division
General Fund Provide assistance to
at least 30 lower-
income households to
identify housing
opportunities.

D) Provide support for low-income renters,
including multilingual tenant counseling,
rental assistance, financial counseling,
crisis stabilization services, and legal
support

Ongoing Community
Development
Department –
Housing & Human
Services Division

CDBG, HOME,
Affordable Housing
Funds, General Funds
Provide assistance to
at least 10 lower-
income renters
annually
ATTACHMENT 1
474

5-24
Program 3.4. 3: Homelessness Intervention
Actions: Time Frame: Responsible Agency Funding: Quantified Objectives:

A) Update the Development Code to
reduce barriers to transitional housing,
supportive housing, low-barrier navigation
centers, and emergency shelters
consistent with State law (e.g., SB 2, AB
101).

By 2024 and
ongoing as needed
Community
Development
Department
General Fund n/a
B) Proactively connect unhoused individuals
to resources through partnerships with
outreach, housing navigation, and
supportive service providers as well as
faith-based organizations.

Ongoing; Police Department;
Community
Development
Department –
Housing & Human
Services Division
General Fund,
Affordable Housing
Fund, County Funds
Assistance to at least
40 unhoused
individuals annually
C) Facilitate coordination among the faith-
based community and providers of
homeless services,
Ongoing; Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
Policy 3.5: Preserve affordable housing that is at risk of converting to market rate housing.

Program 3.5.1: Preservation of Subsidized Housing at Risk of Conversion to Market Rate Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) As of 2022, 90 units are at risk of
conversion to market-rate housing by
2033. The City will monitor the list of all
dwellings that are subsidized by
government funding or low-income
housing developed through local
regulations or incentives. The list will
include, at least, the number of units, the
type of government program, and the
date on which the units are at risk to
convert to market-rate dwellings. The City
will work to reduce the potential
conversion of any units to market rate
through the following actions:

Ongoing
communication
with owners, service
providers, and
eligible potential
purchasers; work
with owners of
deed-restricted
units on an ongoing
basis—particularly
at the time of
change of
ownership.

Community
Development
Department –
Housing & Human
Services Division
General Fund Monitor the 90 at-risk
units as detailed in the
program.

ATTACHMENT 1
475

5-25
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:
a. Monitor the status of affordable
projects, rental projects, and mobile
homes in Livermore. Should the
property owners indicate the desire
to convert properties, consider
providing technical and financial
assistance, when possible, to ensure
long-term affordability.
b. If conversion of units is likely, work
with local service providers as
appropriate to seek funding to
subsidize the at-risk units in a way that
mirrors the U.S. Department of
Housing and Urban Development
(HUD) Housing Choice Voucher
(Section 8) program. Funding sources
may include state or local funding
sources.

B) Pursuant to State law (Government Code
Sections 65853.10, 65863.11, and
65863.13), owners of deed-restricted
affordable projects are required to
provide notice of restrictions that are
expiring to all prospective tenants,
existing tenants, and the City within 3
years, 12 months, and 6 months before
the scheduled expiration of rental
restrictions. In addition, the City or owner
will provide notice to HUD, the California
Department of Housing and Community
Development (HCD), the Livermore
Housing Authority, and the local legal aid
organization. Owners shall also refer
tenants of at-risk units to educational
resources regarding:
a. Tenant rights
b. Conversion procedures
c. Information regarding Section 8 rent
subsidies
Ongoing
communication
with owners, service
providers, and
eligible potential
purchasers; work
with owners of
deed-restricted
units on an ongoing
basis—particularly
at the time of
change of
ownership.

Community
Development
Department –
Housing & Human
Services Division
General Fund Monitor the 90 at-risk
units as detailed in the
program.

ATTACHMENT 1
476

5-26
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:
d. Any other affordable housing
opportunities in the city.
e. In addition, notice shall be required
prior to conversion of any units to
market rate for any additional deed-
restricted lower-income units that
were constructed with the aid of
government funding, that were
required by inclusionary zoning
requirements, that were part of a
project granted a density bonus, or
that were part of a project that
received other incentives.

C) If a development is offered for sale, HCD
must certify persons or entities that are
eligible to purchase the development
and to receive notice of the pending
sale. Placement on the eligibility list will be
based on experience with affordable
housing.

Ongoing
communication
with owners, service
providers, and
eligible potential
purchasers; work
with owners of
deed-restricted
units on an ongoing
basis—particularly
at the time of
change of
ownership.

Community
Development
Department –
Housing & Human
Services Division
General Fund Monitor the 90 at-risk
units as detailed in the
program.

D) When necessary, the City shall continue
to work with property owners of deed-
restricted affordable units who need to
sell within 45 years of initial sale. When the
seller is unable to sell to an eligible buyer
within a specified time period, equity-
sharing provisions are established
(pursuant to the affordable housing
agreement for the property), whereby the
difference between the affordable and
market value is paid to the City to
eliminate any incentive to sell the
converted unit at market rate. Funds
generated would then be used to
Ongoing
communication
with owners, service
providers, and
eligible potential
purchasers; work
with owners of
deed-restricted
units on an ongoing
basis—particularly
at the time of
change of
ownership.

Community
Development
Department –
Housing & Human
Services Division
General Fund Monitor the 90 at-risk
units as detailed in the
program.

ATTACHMENT 1
477

5-27
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:
develop additional affordable housing in
the city. The City shall continue tracking
all residential projects that include
affordable housing to ensure that the
affordability is maintained for at least 45
years for owner-occupied units and 55
years for rental units, and that any sale or
change of ownership of these affordable
units prior to satisfying the 45- or 55-year
restriction shall be "rolled over" for another
45 or 55 years to protect "at-risk" units.

E) Communicate with tenants and respond
to notices of intent filed by property
owners in a timely manner.

Ongoing, as
needed
Community
Development
Department –
Housing & Human
Services Division
General Fund n/a
F) Pursue funding for the preservation of at-
risk housing and provide financial
incentives to landlords who agree to
continue to provide affordable units.

Ongoing Community
Development
Department –
Housing & Human
Services Division
CDBG, Affordable
Housing Fund, General
Fund
Preservation of 90
units at risk of
conversion to market
rate
Program 3.5.2: Housing Replacement Program
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) In accordance with California
Government Code Section 65583.2(g),
the City will require replacement housing
units subject to the requirements of
California Government Code Section
65915(c)(3) on sites identified in the sites
inventory when any new development
(residential, mixed-use, or nonresidential)
occurs on a site that has been occupied
by or restricted for the use of lower-
income households at any time during
the previous five years. This requirement
applies to nonvacant sites and vacant
sites with previous residential uses that
have been vacated or demolished.

Ongoing, as
applications on
identified sites are
received and
processed.

Community
Development
Department
General Fund n/a
ATTACHMENT 1
478

5-28
GOAL 4: HEALTHY AND RESILIENT HOUSING AND NEIGHBORHOODS Improve health, accessibility, safety, comfort, and resilience in residential buildings while reducing energy costs and green house gas emissions. Upgrade infrastructure, facilities, and amenities in residential neighborhoods, with an emphasis on low -income communities and affordable housing developments.

Policy 4.1: Promote housing design features that improve public health, safety, and resilience in new residential structures and retrofits to existing residential units.

Program 4.1.1: Residential Development Codes and Design Standards Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to enforce State Energy Code
and California Green Building Standards
Code (CALGreen) regulations for energy
efficiency, water conservation,
environmental quality, etc., in residential
development applications.

Ongoing Community
Development
Department – Building
Division
General Fund n/a
B) Encourage developers to exceed the
minimum State Energy Code and
CALGreen requirements by maintaining
information on the City’s website and
providing assistance at the Permit Center.

Ongoing Community
Development
Department – Building
Division
General Fund n/a
C) Develop local energy reach codes
requiring cost-effective energy efficiency
and electrification features including
electric vehicle charging for new housing,
consistent with the City’s Climate Action
Plan.

By 2025 Community
Development
Department –
Planning Division
General Fund n/a
D) Encourage new developments to
incorporate onsite drought tolerant
landscaping, open space, park space,
and/or shade-providing features to
reduce urban heat effects, reduce water-
use, and help sequester carbon.

Ongoing Community
Development
Department –
Planning Division
General Fund n/a
ATTACHMENT 1
479

5-29
Program 4.1.2: Residential Retrofits
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Partner with regional stakeholders, such
as East Bay Community Energy (EBCE)
and BayREN, to offer incentives for energy
efficiency, electrification, weatherization,
energy storage, and resilience retrofits in
existing housing, consistent with the
Climate Action Plan. Focus efforts in low-
income and vulnerable communities.

Ongoing Community
Development
Department
General Fund 100 retrofitted housing
units during the
planning period
B) Provide information on the City’s website
on safe and healthy housing conditions
and tools to address unhealthy housing
conditions.

By 2024 Community
Development
Department
General Fund n/a
C) Support residents to install solar energy
and storage projects by sharing
information about available incentives,
regulations, contractors, and
considerations.

By 2024 Community
Development
Department
General Fund n/a
D) Support residents to increase their
resilience to extreme heat, poor air
quality, and wildfire smoke events, by
promoting available incentives and
information on options for air filtration,
circulation, and cooling options. Prioritize
low-income and vulnerable residents and
residents of older homes without air
conditioning.

By 2024 Community
Development
Department
General Fund n/a
Program 4.1.3: Neighborhood Preservation Program
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to implement the City’s
Neighborhood Preservation Program to
correct building code violations. Focus
efforts on defects that threaten health
and safety of occupants and the
community.

Ongoing Community
Development
Department –
Building Division
n/a
ATTACHMENT 1
480

5-30
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

B) Pursue funding to provide low-income
homeowners and renters with financial
assistance to correct building code
violations and make accessibility
improvements. Coordinate these efforts
with the Climate Action Plan retrofit
efforts (Program 4.1.2.A) to maximize
resources and benefit.

Ongoing Community
Development
Department
General Fund See Program 4.1.2.A
C) Monitor multifamily complexes that have
received City funding for housing quality,
resident services, customer service, and
linguistic and physical accessibility
Ongoing Community
Development
Department –
Housing & Human
Services Division
General Fund Conduct annual
monitoring
assessments
D) Continue to promote Neighborhood
Preservation programs and cleanup
events through the City’s website to
encourage community-oriented place-
based revitalization.

Ongoing Community
Development
Department –
Building Division
General Fund n/a
E) Use volunteer assistance cleanup teams,
specifically to assist frail elderly and
disabled homeowners who have
received code complaints for property
upkeep.

Ongoing Community
Development
Department
Volunteer staff n/a
Policy 4.2: Improve physical conditions, services, and accessibility in residential neighborhoods.

Program 4.2.1: Neighborhood Improvement
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Improve the quality of older
neighborhoods, particularly in low-
resource areas and affordable housing
developments, by upgrading sidewalks,
parks, lighting, tree canopy, bike lanes,
and other public facilities.

Ongoing Community
Development
Department
General Fund,
Transportation Impact
Fee, CDBG

ATTACHMENT 1
481

5-31
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

B) Pursue funding available for acquisition
and rehabilitation of foreclosed, vacant,
and/or blighted properties.

Annually Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund, State and Federal
sources
See program 3.2.4
C) Pursue funding to acquire land and/or
facilitate development of urban parks on
infill sites, particularly in low-resource
areas and affordable housing
developments, to promote place-based
revitalization through air pollution
mitigation and improved access to
outdoor recreational opportunities.

Ongoing Community
Development
Department
General Fund, CDBG Provide at least one-
third acre of parkland
or open space within
one mile of all
residences.

D) Continue to identify funding and provide
technical assistance to upgrade rental
housing properties owned and managed
by the Livermore Housing Authority (LHA).

Ongoing Community
Development
Department –
Housing & Human
Services Division
Affordable Housing
Fund, CDBG, State
Grant Funds, Housing
Choice Vouchers
n/a

ATTACHMENT 1
482

5-32
GOAL 5: AFFIRMATIVELY FURTHER FAIR HOUSING
Address harms from past and present racial, ethnic, and social discrimination by promoting equal opportunity to dignified and affordable housing for all persons in the community regardless of race/ethnicity, religion, gender, marital status, ancestry, national origin, disability, or any other protected characteristic covered by state and federal law.

Policy 5.1: Prevent housing discrimination through outreach, education, and engagement with landlords, tenant services providers, and renters.

Program 5.1.1: Support Nonprofit Organizations Specializing in Fair Housing Services Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Provide financial assistance and
administrative support to local nonprofit
organizations that specialize in reducing
discriminatory housing practices through
fair housing counseling, tenant/landlord
mediation, education, outreach, and
rental assistance.

Ongoing; through
annual grants and
contracts
Community
Development
Department –
Housing & Human
Services Division
CDBG and Affordable
Housing Fund
Assist at least 20
households annually
through the programs
offered by fair housing
providers.

B) Continue to refer complaints of
discriminatory housing practices to fair
housing providers.

Ongoing Community
Development
Department –
Housing & Human
Services Division
CDBG and Affordable
Housing Fund
n/a
C) Refer complaints and requests for housing
for the disabled to partner organizations.

Ongoing Community
Development
Department –
Housing & Human
Services Division
CDBG and Affordable
Housing Fund
n/a
D) Distribute fair housing brochures at public
locations, such as city counters, public
libraries, community/senior centers, and
service providers. Expand outreach and
access to information for limited English-
speaking residents by providing all
materials in dominant non-English
languages, including Spanish, by January
2023.

Annually Community
Development
Department –
Housing & Human
Services Division
General Fund Updated and
distribute fair housing
materials at least
annually.

ATTACHMENT 1
483

5-33
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

E) Provide financial support for fair housing
audits and the dissemination of audit
results and information on fair housing
laws to landlords, rental housing
organizations, and the public. Hold
biannual trainings for landlords and
property managers to review findings and
provide education on fair housing rights
and responsibilities.

Annually, through
annual grants and
contracts
Community
Development
Department –
Housing & Human
Services Division
CDBG and Affordable
Housing Fund
Engage at least 30
landlords and property
owners every 2 years.

Support annual audits
of 10 or more
landlords.

Program 5.1.2: Reasonable Accommodation
Actions: Timeframe: Responsible Agency: Funding: Quantified Objectives:

A) Consistent with state and federal laws,
continue to provide individuals with
disabilities reasonable accommodation in
rules, policies, practices, and procedures
through the building permit and
development review processes.

Ongoing Community
Development
Department
General Fund n/a
B) Continue to partner with fair housing
organizations to conduct fair housing tests
for reasonable accommodations in
multifamily rental properties. Provide
regular training to landlords.

Ongoing Community
Development
Department –
Housing & Human
Services Division
General Fund See Program 5.1.1
C) Work with Livermore Housing Authority
and partner organizations to identify
landlords in need of assistance with
making modifications for persons with
disabilities in the Section 8 program.

Meet with the
Housing Authority
within 2 years of
Housing Element
adoption; identify
landlords
biannually, as
feasible
Community
Development
Department –
Housing & Human
Services Division
CDBG, HOME, and
Affordable Housing
Fund
n/a.

ATTACHMENT 1
484

5-34
Policy 5.2 Develop programs and policies that remove fair housing barriers and prevent displacement.

Program 5.2.1: Fair Housing Policies and Programs
Actions: Timeframe: Responsible Agency: Funding: Quantified Objectives:

A) Conduct racial equity impact
assessments of City policies for potential
unintended fair housing impacts on
people of color and work with
stakeholders to address those impacts

Within 3 years of
Housing Element
adoption
Community
Development
Department –
Housing & Human
Services Division
General Fund (staff
time)
Racial equity
assessments of at least
three City housing
policies
B) Strengthen requirements for City-funded
affordable housing and service providers
to offer linguistically accessible services,
particularly in Spanish, to increase
housing mobility opportunities through
increased accessibility
Within 3 years of
Housing Element
adoption
Community
Development
Department –
Housing & Human
Services Division
General Fund &
Affordable Housing
Fund
Incorporate language
access requirements
into at least five
Housing and Human
Services grant
agreement or service
contracts
C) Pursue funding for culturally relevant
financial empowerment services to help
community members with protected
characteristics remove economic barriers
to accessing housing like credit scores
and income documentation
Within 2 years of
Housing Element
adoption
Community
Development
Department –
Housing & Human
Services Division
General Fund (staff
time)
Submit at least one
funding application to
support the program
D) Assess impacts and solicit community
input on new policies that prevent
displacement for low- and moderate-
income community members, such as a
Citywide rental registry, anti-harassment
ordinance, or a tenant opportunity to
purchase policy.

Within 3 years of
Housing Element
adoption
Community
Development
Department –
Housing & Human
Services Division
General Fund (staff
time).

Prepare and release a
brief on displacement
prevention policies
that is developed with
direct input from
community members
impacted by and at
risk of displacement
E) Work with trusted community partners to
provide linguistically and digitally
accessible and culturally relevant
housing search assistance to address
racial housing disparities experienced by
Latinx, Black, Asian, and Pacific Islander
community members.

Engage community
partners and
provide guidance
and/or resources
within 2 years of
Housing Element
adoption,
Community
Development –
Housing & Human
Services Division
Affordable Housing
Fund
Provide resources and
guidance to at least
three community
partners to address
local racial housing
disparities,
ATTACHMENT 1
485

5-35
GOAL 6: REGIONAL COOPERATION TO ADDRESS HOUSING NEEDS
Participate in and/or initiate coordinated efforts with communities in the region to effectively address affordable housing n eeds.

Policy 6.1: Foster regional cooperation and partnerships to address regional housing issues related to affordability, homelessness, racial and economic segregation, and special housing needs.

Program 6.1.1: Tri-Valley Affordable Housing Committee
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to participate in Tri-Valley
Affordable Housing Committee to identify
regional housing issues and to develop
multi-jurisdictional approaches to solving
affordable housing problems.

Ongoing, quarterly.

Attend at least 30
Tri- Valley
Affordable Housing
Committee
meetings over the
planning period
Community
Development
Department Housing
& Human Services
Division

General Fund n/a
Program 6.1.2: Regional Responses to Homelessness
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

A) Continue to coordinate with other local
jurisdictions to in the provision of
outreach, social services, and referrals to
people with disabilities, survivors of
domestic violence, and homeless or
those at risk of becoming homeless.

Ongoing; through
annual Housing &
Human Services
Grant allocation
process. Participate
in at least two
regional
partnerships
annually to address
homelessness
Community
Development
Department Housing
& Human Services
Division
CDBG, HOME, Section
108
n/a
B) Pursue opportunities to secure joint
funding with neighboring and local
jurisdictions to aid homeless and at-risk
households.

In 2023, and
annually as
opportunities arise
Community
Development
Department - Housing
& Human Services
Division
General Fund, PLHA,
Homekey
n/a
ATTACHMENT 1
486

5-36
Actions: Time Frame: Responsible Agency: Funding: Quantified Objectives:

C) Implement local and regional plans to
address homelessness
Ongoing Community
Development
Department - Housing
& Human Services
Division
General Fund n/a
D) Continue participating in local and
regional partnerships to address
homelessness

Ongoing Community
Development
Department - Housing
& Human Services
Division
General Fund n/a

ATTACHMENT 1
487
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ATTACHMENT 1
488

Appendix A –
Sites List and
Sites Maps

ATTACHMENT 1
489
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ATTACHMENT 1
490
Assessor Parcel
Number
Consolidated Sites General Plan Designation (Current) Zoning Designation (Current) Minimum Density Allowed
(units/acre)
Max Density
Allowed
(units/acre)
Parcel Size
(Acres)
Existing Use/
Vacancy
Infra-structure Publicly- Owned Site Status Identified in Last/Last Two Planning Cycle(s)
[Lower Income Only]
Lower
Income
Capacity
Moderate
Income
Capacity
Above
Moderate
Income
Capacity
Total
Capacity
Optional Information1
098A041210605 Neighborhood Mixed Low
Density Neighborhood Mixed Use n/a 15.0 0.45 Vacant Yes - Current No - Privately Owned Available n/a 5 5 Must comply with TDC ordinance 099 001502202 Rural Residential Planned Development/Residential Rural-5 n/a 1.0 1.18 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 001502203 Rural Residential Planned Development/Residential Rural-5 n/a 1.0 2.04 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 001503900 Rural Residential Planned Development/Residential Rural-5 n/a 1.0 4.25 Vacant Yes - Current No - Privately Owned Available n/a 3 3 099 001506500 Community Serving General
Commercial
Planned Development/Residential
Rural-5 n/a 1.0 1.40 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 031201000 Urban High Residential/Office
Commercial Planned Development-07-001 n/a 3.0 0.13 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 031201100 Urban High Residential/Office
Commercial Planned Development-07-001 n/a 3.0 0.21 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 135400300 South Livermore Valley
Agricultural Preserve
Planned Development-Southern
Livermore Valley Specific Plan n/a 3.5 120.04 Vacant Yes - Current No - Privately Owned Available n/a 6 6 Realistic capacity based on what is allowed in PD
097 008501802 Urban Medium-High Residential Residential Low Density n/a 4.5 0.16 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099B540100900 BART Station and Parking Suburban Residential n/a 4.5 0.77 Vacant Yes - Current No - Privately Owned Available n/a 2 2 099B540101000 BART Station and Parking Suburban Residential n/a 4.5 0.94 Vacant Yes - Current No - Privately Owned Available n/a 3 3 099 040000728 Urban Low Residential Suburban Residential n/a 4.5 2.98 Vacant Yes - Current No - Privately Owned Available n/a 10 10 099 072521200 Urban Low Residential Suburban Residential n/a 4.5 0.42 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 131103507 Urban Low Residential Suburban Residential n/a 4.5 0.41 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 075101301 Urban Low Residential Suburban Residential n/a 4.5 0.20 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 075101208 Urban Low Residential Suburban Residential n/a 4.5 1.49 Vacant Yes - Current No - Privately Owned Available n/a 5 5 099A293400202 South Livermore Valley
Residential Developed Area
Planned Development-Southern
Livermore Valley Specific Plan n/a PD - 20 units
allowed 9.84
Low density
residential and tree
company. About
half the parcel is
vacant.

Yes - Current No - Privately Owned Available n/a 20 20 20 single-family units allowed under PD. Much of parcel is vacant.
099B510000500 Urban Medium Residential Planned Development R-03-004 n/a 4.5 1.02 Low density
residential. About
80 percent of the
parcel is vacant.

Yes - Current No - Privately Owned Pending
Project n/a 4 4
This parcel has approval to subdivide
into 5 lots, keeping the existing
residence on one and building 4 new
single family homes.
099 136700201 SV-5-AP Planned Development-Southern
Livermore Valley Specific Plan n/a 1.5 0.83 Vacant Yes - Current No - Privately Owned Available n/a 1 1 1 unit allowed per PD 099 010003200 Open Space PDA 18-006 n/a 1 12.34 Vacant Yes - Current n/a 1 1 Must provide access over creek. PDA 18-006 zoning permits 1 unit.
099B530001000 Urban Low Residential (UL-1) Planned Unit Development 115 n/a 1.5 31.67 Vacant Yes - Current No - Privately Owned Pending Project n/a 44 44 Site is entitled for 44 units. No building permits issued yet.
097 014807500 Urban Low Residential (UL-2) Suburban Residential n/a 2 0.35 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 072505300 Urban Low Residential (UL-2) Suburban Residential n/a 2 0.53 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 007500215 Urban Low Medium Residential Planned Development (Suburban Residential) n/a 3 0.16 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Residential PD’s shall conform to
density specified in the General Plan
and to zoning district closest to that
density (RS)
099 007500306 Urban Low Medium Residential Planned Development (Suburban Residential) n/a 3 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 115104400 Urban Low Medium Residential Suburban Residential n/a 3 1.00 Vacant Yes - Current No - Privately Owned Available n/a 2 2 099 132101300 Urban Low Medium Residential Planned Unit Development 153-86 n/a 3 0.59 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Table A: Housing Element Sites Inventory, Table Starts in Cell A2 ATTACHMENT 1
491
Assessor Parcel
Number
Consolidated Sites General Plan Designation (Current) Zoning Designation (Current) Minimum Density Allowed
(units/acre)
Max Density
Allowed
(units/acre)
Parcel Size
(Acres)
Existing Use/
Vacancy
Infra-structure Publicly- Owned Site Status Identified in Last/Last Two Planning Cycle(s)
[Lower Income Only]
Lower
Income
Capacity
Moderate
Income
Capacity
Above
Moderate
Income
Capacity
Total
Capacity
Optional Information1
Table A: Housing Element Sites Inventory, Table Starts in Cell A2 097 009602700 Urban Medium Residential T3 Neighborhood n/a 4.5 0.20 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
098 038700201 Urban Medium Residential Residential Low Density n/a 4.5 0.10 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
098A040302009 Urban Medium Residential Residential Low Density n/a 4.5 0.23 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
098A040500900 Urban Medium Residential Residential Low Density n/a 4.5 0.14 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 019202400 Urban Medium Residential Residential Low Density n/a 4,5 0.26 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 031105001 Urban Medium Residential Residential Low Density n/a 4.5 0.16 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 031105002 Urban Medium Residential Residential Low Density n/a 4.5 0.14 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
099 108209000 Urban Medium Residential Residential Low Density n/a 4.5 0.15 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
097 002600502 Urban Medium-High Residential T3 Neighborhood n/a 6 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
097 004900504 Urban Medium-High Residential T3 Neighborhood n/a 6 0.17 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
097 010201200 Urban Medium-High Residential T3 Neighborhood n/a 6 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Min./Max. lot size standards permit only 1 unit.
098 029000416 Urban Medium-High Residential Residential Low Density n/a 6 0.57 Vacant Yes - Current No - Privately Owned Available n/a 2 2 Development would require access from front parcel.
098 034909502 Urban Medium-High Residential T3 Neighborhood n/a 6 0.24 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Access available via N Street. 098A041400400 Urban Medium-High Residential Residential Low Density n/a 6 0.10 Vacant Yes - Current No - Privately Owned Available n/a 1 1 099 005100302 Urban Medium-High Residential Suburban Residential n/a 6 0.61 Vacant Yes - Current No - Privately Owned Available n/a 2 2 Target lot size permits s maximum of 3 units.
098 025602700 Urban High Residential Suburban Multiple Residential-12 n/a 14 1.40 Vacant Yes - Current No - Privately Owned Available n/a 15 15 098 023100800 Urban High Residential (UH-2) T4 Neighborhood n/a 14 0.17 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Minimum lot size in zoning district permits only 1 lot with 2 units.
098A061000200 Urban High Residential (UH-2) Planned Development n/a 14 0.39 Vacant Yes - Current No - Privately Owned Pending Project n/a 4 4
Residential PD’s shall conform to
density specified in the General Plan
and to zoning district closest to that
density (RM). Active application for
housing on this site but no building
permits issued.
098A061000400 Urban High Residential (UH-2) Planned Development n/a 14 0.18 Vacant Yes - Current No - Privately Owned Available n/a 2 2 Residential PD’s shall conform to
density specified in the General Plan
and to zoning district closest to that
density (RM).
098 022700300 Urban High Residential T4 Neighborhood n/a 14 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 Lot size can only accommodate single unit.
099 132502202 Low-Intensity Industrial/Urban
High Residential Planned Development R 16-001 n/a 18 2.95 Vacant Yes - Current No - Privately Owned Available n/a 35 16 51 Arroyo Vista Neighborhood Plan 099 132502300 Low-Intensity Industrial/Urban
High Residential Planned Development R 16-001 n/a 18 4.75 Vacant Yes - Current No - Privately Owned Available n/a 56 25 81 Arroyo Vista Neighborhood Plan 099 132503004 Low-Intensity Industrial/Urban
High Residential Planned Development R 16-001 n/a 18 4.92 Vacant Yes - Current No - Privately Owned Available n/a 58 26 84 Arroyo Vista Neighborhood Plan 099 132502902 Low-Intensity Industrial/Urban
High Residential Planned Development R 16-002 n/a 18 3.22 Vacant Yes - Current No - Privately Owned Available n/a 38 17 55 Arroyo Vista Neighborhood Plan 099 132502702 Low-Intensity Industrial/Urban
High Residential Planned Development R 16-003 n/a 18 7.21 Vacant Yes - Current No - Privately Owned Available n/a 86 37 123 Arroyo Vista Neighborhood Plan 099 132508900 Low-Intensity Industrial/Urban
High Residential Planned Development R 16-004 n/a 18 5.87 Vacant Yes - Current No - Privately Owned Available n/a 70 31 101 Arroyo Vista Neighborhood Plan 902 000800202 A Urban High Residential Planned Development R 18-003 n/a 18 34.04 Vacant Yes - Current No - Privately Owned Available n/a 186 186 186 units allowed under this PD 099 002300800 A Urban High Residential Planned Development R 18-003 n/a 18 1.21 Vacant Yes - Current No - Privately Owned Available n/a 0 0 Combine this parcel with APN above ATTACHMENT 1
492
Assessor Parcel
Number
Consolidated Sites General Plan Designation (Current) Zoning Designation (Current) Minimum Density Allowed
(units/acre)
Max Density
Allowed
(units/acre)
Parcel Size
(Acres)
Existing Use/
Vacancy
Infra-structure Publicly- Owned Site Status Identified in Last/Last Two Planning Cycle(s)
[Lower Income Only]
Lower
Income
Capacity
Moderate
Income
Capacity
Above
Moderate
Income
Capacity
Total
Capacity
Optional Information1
Table A: Housing Element Sites Inventory, Table Starts in Cell A2 098 029800500 Urban Medium-High Residential T3 Neighborhood n/a 6 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 098 021300305 Urban High Residential T4 Neighborhood n/a 18 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 098 021300306 Urban High Residential T4 Neighborhood n/a 18 0.11 Vacant Yes - Current No - Privately Owned Available n/a 1 1 098 021300303 Urban High Residential T4 Neighborhood n/a 18 0.17 Vacant Yes - Current No - Privately Owned Available n/a 2 2 098 034602200 Urban High Residential T4 Neighborhood n/a 18 0.16 Vacant Yes - Current No - Privately Owned Available n/a 2 2 098 034602100 Urban High Residential T4 Neighborhood n/a 18 0.14 Vacant Yes - Current No - Privately Owned Available n/a 2 2 098 035100605 Neighborhood Mixed Medium
Density Neighborhood Mixed Use n/a 24 5.70 Strip mall with a lot of parking lot area Yes - Current No - Privately Owned Available n/a 91 91 Realistic capacity is based on a prior
application for this site that is dormant
right now.
097 014301905 Office Commercial Commercial Office n/a 18 13.29 Retail/commercial
with a large vacant
portion of the
parcel
Yes - Current No - Privately Owned Pending
project n/a 84 84
The northern part of this parcel will be
redeveloped for senior assisted living
for 128 people. Will be 84 apartments
units. Building permits have not been
issued. Realistic capacity is based on
the developable portion of the parcel
and the proposed project.
097 001300900 Downtown Area Downtown Specific Plan -
Downtown Core 30 55 0.05 Vacant Yes - Current Yes - City-Owned Available n/a 2 2 097 000102202 Downtown Area Downtown Specific Plan -
Downtown Core 30 55 0.04 Vacant Yes - Current No - Privately Owned Available n/a 1 1 097 001400504 Downtown Area Downtown Specific Plan -
Downtown Core 30 55 0.05 Vacant Yes - Current No - Privately Owned Available n/a 2 2 097 001500800 Downtown Area Downtown Specific Plan -
Downtown Core 30 55 0.12 Vacant Yes - Current No - Privately Owned Available n/a 5 5 098 027501305 C Downtown Area Downtown Specific Plan - Transit Gateway 15 37 0.16 Vacant Yes - Current No - Privately Owned Pending Project n/a 3 3
Housing project approved for this site
and the parcel around it. No building
permits issued yet. Realistic capacity
and income category based on City
staff input.
098 027501403 C Downtown Area Downtown Specific Plan - Transit Gateway 15 37 0.77 Car wash Yes - Current No - Privately Owned Pending Project n/a 14 14
This parcel goes with the one above.

No building permits issued yet.

Realistic capacity and income category
based on City staff input.
098 028100900 Downtown Area Downtown Specific Plan -
Neighborhood North Side 15 24 0.17 Vacant Yes - Current No - Privately Owned Available n/a 3 3 098 028101000 Downtown Area Downtown Specific Plan -
Neighborhood North Side 15 24 0.17 Vacant Yes - Current No - Privately Owned Available n/a 3 3 097 001800600 Downtown Area Downtown Specific Plan -
Downtown Core 30 55 0.11 Vacant Yes - Current No - Privately Owned Available n/a 4 4 099 010003008 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan
Minimum
densities are
by subarea.

See description
in Housing
Element text.

1.58 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 1570 1753 3323
Isabel Neighborhood Specific Plan
(INSP). Specific Plan was approved in
late 2020 and the new zoning was
applied. No applications for residential
development inside the SP area are
approved yet. The target number of
residential units is 4,068. 1,570 of
those units are assigned to the lower
income category based on calculation
of minimum units in areas of the
neighborhood that have minimum
densities higher than 30 du/ac. This
parcel and the rest of the INSP parcels
listed below are those that allow for
residential development in the SP.
099 010001830 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 10.31 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
ATTACHMENT 1
493
Assessor Parcel
Number
Consolidated Sites General Plan Designation (Current) Zoning Designation (Current) Minimum Density Allowed
(units/acre)
Max Density
Allowed
(units/acre)
Parcel Size
(Acres)
Existing Use/
Vacancy
Infra-structure Publicly- Owned Site Status Identified in Last/Last Two Planning Cycle(s)
[Lower Income Only]
Lower
Income
Capacity
Moderate
Income
Capacity
Above
Moderate
Income
Capacity
Total
Capacity
Optional Information1
Table A: Housing Element Sites Inventory, Table Starts in Cell A2 099 134409100 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 9.96 self-storage Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
099 133102800 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 21.10 Agriculture and low density residential Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001003704 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 11.66 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001400400 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 3.84 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001005000 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 4.60 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001005100 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 0.13 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001004900 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 2.28 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001004800 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 14.06 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001005300 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 6.55 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001004700 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 3.51 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001004600 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 3.53 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001002800 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 2.43 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001002900 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 4.97 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
903 001003000 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 5.54 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001000403 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 5.27 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001000600 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 4.93 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001500800 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 2.66 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001502900 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 3.03 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001502800 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 2.35 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001502600 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 2.81 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
905 001502700 Isabel Neighborhood Specific
Plan Isabel Neighborhood Specific Plan 2.24 Vacant Yes - Current No - Privately Owned Available Not Used in Prior Housing Elements 0 INSP
099 095000802 Urban High Residential Planned Development 18-004 55 3.50 Civic uses and large
vacant area on
northeast side of
parcel that is
pending
development as
housing.

Subdivision of that
parcel is also
pending.

Yes - Current Yes - City-Owned Pending
project
Not Used in Prior
Housing Elements 140 140
The area to the northeast of the solar
field was recently rezoned for an
affordable senior housing
development. Newly created parcel
number will be included when it is
available. Realistic unit number is
based on the approved project.
098 028902200 Downtown Area Downtown Specific Plan -
Downtown Core 30 55 2.08 Vacant Yes - Current No - Privately Owned Pending Project
Not Used in Prior
Housing Elements 130 130
Entitled for 130 low income units. No
building permits issued. Realistic unit
number is based on the entitled
project.

ATTACHMENT 1
494
Assessor Parcel
Number
Consolidated Sites General Plan Designation (Current) Zoning Designation (Current) Minimum Density Allowed
(units/acre)
Max Density
Allowed
(units/acre)
Parcel Size
(Acres)
Existing Use/
Vacancy
Infra-structure Publicly- Owned Site Status Identified in Last/Last Two Planning Cycle(s)
[Lower Income Only]
Lower
Income
Capacity
Moderate
Income
Capacity
Above
Moderate
Income
Capacity
Total
Capacity
Optional Information1
Table A: Housing Element Sites Inventory, Table Starts in Cell A2 098 025000204 B Downtown Area Downtown Specific Plan -
Neighborhood North Side 15 24 0.29 Parking lot Yes - Current Yes - City-Owned Available Not Used in Prior Housing Elements 5 5
City-owned former RDA site.

Designated as housing assets site and
will be developed with 100%
affordable housing, that is why the site
is included for lower RHNA even
though max density is 24 du/ac. City
expects to release RFQ later this year
to develop. Combined with APN below.
098 025000103 B Downtown Area Downtown Specific Plan -
Neighborhood North Side 15 24 0.34 Auto body shop
and parking Yes - Current Yes - City-Owned Available Not Used in Prior Housing Elements 6 6
City-owned former RDA site.

Designated as housing assets site and
will be developed with 100%
affordable housing, that is why the site
is included for lower RHNA even
though maximum density is 24 du/ac.

City expects to release RFQ later this
year to develop. Combined with APN
above
099 132508500 Low-Intensity Industrial/Urban
High Residential (UH-5b) Planned Unit Development 246-81 30 38 6.18 Vacant Yes - Current No - Privately Owned Available Used in Prior Housing Element 211 211
099 132501200 Low-Intensity Industrial/Urban
High Residential (UH-5b) Planned Unit Development 246-81 30 38 6.68 Vacant Yes - Current No - Privately Owned Available Used in Prior Housing Element 228 228
099B576001000 Low-Intensity Industrial/Urban
High Residential (UH-5b) I-4 30 38 1.40 Vacant Yes - Current Yes - City-Owned Available Used in Prior Housing Element 47 47
2337 758 2058 5153
ATTACHMENT 1
495
Arroyo Mocho
Arroyo LasPositas
Cayeta
no Cr eek
Arroyo
Seco
Pine St
N M St
E Jack London Bl
Railroad Av
Fifth St
Sunset Dr
Pestana Wy
Spruce St
Daisyfield Dr
AlamedaDr
W Jack London Bl
W Jack London Bl
Hagem
ann
Dr
Elm St
Isabel Av
Amber Wy
WellinghamDr
Sonoma Av
Selby La
Nissen Dr
Clubhouse Dr
N M
ines Rd
Discovery Dr
Isabel
Av
Lindbergh Av
Ind
ependen
ceDr
Murrieta Blvd
S L St
E Airway Blvd
N
Mu
rrie
ta Blvd
First St
College Ave
Portola Ave
ElCharro
Rd
El C
harro Rd
HolmesSt
First St
N
Live
rmo
re
Ave
Las Positas RdLiverm
ore A
ve
S Livermore Ave
Stanley Blvd
Isabel
Ave
East Ave
580
580
84 Citywide Sites Inventory (Northwest)
Source: City of Livermore, 2021; Esri, 2021; PlaceWorks, 2022.

HOUSING ELEMENT

CITY OF LIVERMORE
IMAGINE LIVERMORE 2045
Zoning Designations
Low Density Residential
Suburban Residential
Suburban Multiple
Family Residential
Downtown Specific Plan
Commercial Office
Isabel Neighborhood
Specific Plan
Neighborhood Mixed Use
Transect Zone - T3
Neighborhood
Transect Zone - T4
Neighborhood
Education and
Institutions
Planned Development
Planned Unit
Development/
Amendment Permit
Planned Development
Residential
Planned Development
South Livermore Valley
Specific Plan
Figure A-1a
0 0.750.38
Miles
City Limits
Sphere Of Influence
Urban Growth Boundary
Downtown Specific Plan
Isabel Neighborhood Specific Plan
ATTACHMENT 1
496
Arroyo Las Positas
Arroyo Seco
Naylor Av
Bluebell
Dr
Blueb
ellDr
National Dr
Scenic Av
Village Dr
Crestmont Av
Aster La
Bu
cksk
in Rd Idlewild Av
Preston Av
Owl Wy
Spring
Vall
ey
Cm
Preston Av
Brisa St
Brisa St
Lawre
nceDr
1st St
Exit 54
Ames St
N G
reenv
ille R
d
N
Vasco
Rd
Dagnino Rd
Dalton Ave
S Vasco Rd
First St
Greenville Rd
May School Rd
Raymond Rd
Las Posita
sRd
N Vasco Rd
Patterson Pass Rd
580
580
Citywide Sites Inventory (Northeast)
Source: City of Livermore, 2021; Esri, 2021; PlaceWorks, 2022.

HOUSING ELEMENT

CITY OF LIVERMORE
IMAGINE LIVERMORE 2045
Zoning Designations
Low Density Residential
Suburban Residential
Suburban Multiple Family
Residential
Downtown Specific Plan
Commercial Office
Isabel Neighborhood Specific
Plan
Neighborhood Mixed Use
Transect Zone - T3 Neighborhood
Transect Zone - T4 Neighborhood
Education and Institutions
Planned Development
Planned Unit Development/
Amendment Permit
Planned Development
Residential
Planned Development South
Livermore Valley Specific Plan
0 0.750.38
Miles
City Limits
Sphere Of Influence
Urban Growth Boundary
Downtown Specific Plan
Isabel Neighborhood Specific Plan
Figure A-1b
ATTACHMENT 1
497
Dry Creek
Arroyo Mocho
Arroyo Valle
Holmes St
Kalthoff Cm
Catalina Dr
E V
ineyard Av
Regent Rd
San Felice Dr
El Camini
to Hudson Wy
Concannon Bl Concannon Bl
ConcannonBl
Altair Av
Caldeira Dr
Santorina Dr
Alden La
Reed Av
Rock
yRidge
Marina Ave
Wente St
Valleci
tos Rd
Holmes St
Holmes St
Wetmore Rd
Arroyo Rd
Arroyo Rd
Tesla Rd
S Livermore Ave
84 84
Citywide Sites Inventory (Southwest)
Source: City of Livermore, 2021; Esri, 2021; PlaceWorks, 2022.

HOUSING ELEMENT

CITY OF LIVERMORE
IMAGINE LIVERMORE 2045
0 0.750.38
Miles
Zoning Designations
Low Density Residential
Suburban Residential
Suburban Multiple Family
Residential
Downtown Specific Plan
Commercial Office
Isabel Neighborhood Specific
Plan
Neighborhood Mixed Use
Transect Zone - T3 Neighborhood
Transect Zone - T4 Neighborhood
Education and Institutions
Planned Development
Planned Unit Development/
Amendment Permit
Planned Development
Residential
Planned Development South
Livermore Valley Specific Plan
City Limits
Sphere Of Influence
Urban Growth Boundary
Downtown Specific Plan
Isabel Neighborhood Specific Plan
Figure A-1c
ATTACHMENT 1
498
Arroyo Mocho
Arroyo Seco
Buena Vista Av
Hillcrest Av
Madeira Wy
Lupin Wy
Caldeira Dr
WestgateDr
Pacific Av
Ninth St
Charlotte Wy
CharlotteWy
Eleventh St
Second St
Marina Ave
Wente St
Portola Ave
Mines Rd
Mine
sRd
First St
Greenville Rd
Greenville Rd
S Vasco Rd
S Vasco Rd
Patterson Pass Rd
Tesla Rd
S Livermore Ave
Tesla Rd
East Ave
Figure A-1d
Citywide Sites Inventory (Southeast)
Source: City of Livermore, 2021; Esri, 2021; PlaceWorks, 2022.

HOUSING ELEMENT

CITY OF LIVERMORE
IMAGINE LIVERMORE 2045
0 0.750.38
Miles
Zoning Designations
Low Density Residential
Suburban Residential
Suburban Multiple Family
Residential
Downtown Specific Plan
Commercial Office
Isabel Neighborhood Specific
Plan
Neighborhood Mixed Use
Transect Zone - T3
Neighborhood
Transect Zone - T4
Neighborhood
Education and Institutions
Planned Development
Planned Unit Development/
Amendment Permit
Planned Development
Residential
Planned Development South
Livermore Valley Specific Plan
City Limits
Sphere Of Influence
Urban Growth Boundary
Downtown Specific Plan
Isabel Neighborhood Specific Plan
Figure A-1d
ATTACHMENT 1
499
Cotton
wood Cre
ek
Arroyo Las Positas
Cayetano Creek
Kitty HawkRd
Portola Av
Dovecote La
Alameda Dr
HanoverSt
DelNorte Dr
PaseoLaguna S
eco
Heligan La
North Canyons P
w
Ca
mpus
HillDr
Clubhouse Dr
Isabel Av
Gateway Av
Lindbergh Av
Earhart Wy
Meritage Cm
Independence Dr
N Murrieta Blvd
E Ai
rway B
lvd
EAirway
Blvd PortolaAve
Isabel Ave
580
580
84 2c
3f
3d
3e
2d 3c
2b
3b
3a
2a
1e
1a
4 1b
1c
1d
Figure A-2
Isabel Neighborhood Specific Plan
Source: City of Livermore, 2021; Esri, 2021; PlaceWorks, 2022.

HOUSING ELEMENT

CITY OF LIVERMORE
IMAGINE LIVERMORE 2045
0 0.250.13
Miles
City Limits
Sphere Of Influence
Urban Growth
Boundary
Isabel Neighborhood
Specific Plan
Subareas
ATTACHMENT 1
500

Appendix B -
Review of Previous

ATTACHMENT 1
501
This page intentionally left blank.

ATTACHMENT 1
502
APPENDIX B: REVIEW OF PREVIOUS HOUSING ELEMENT PROGRAMS Housing Program Progress? Continue/Modify/Delete
GOAL 1: DIVERSITY OF HOUSING CHOICE
Policy 1.1: Develop and maintain an inventory of land with adequate densities and development standards to meet the Regional Housing Needs Allocation (RHNA) in all income categories.

Program 1.1.1: Land Inventory
Develop a land inventory that provides sufficient sites to meet the Regional Housing Needs Allocation (RHNA) of 2,729 units (839 very-low, 474 low, 496 moderate-income, and 920 above moderate).

Timeframe: Completed for the 2015-2022 Cycle
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is complete. In March 2015, the
City adopted an updated Housing Element
for the 2015-2022 cycle that included a Land
Inventory with sufficient sites to meet the
RHNA. HCD certified the Housing Element on
April 20, 2015.

Delete.

In the event that a site included in the City’s land invent ory is developed commercially or with other non -residential uses, identify an additional site with the same or more capacity as the previous site.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. No sites listed in the
Land Inventory were redesignated to a
nonresidential use in the planning period.

Amend and continue.

Should a proposed density reduction decrease the number of units below the City ’s RHNA for the Housing Element period, identify additional sites/units to ensure the RHNA can still be met.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City did not
process any projects in the planning period
that would decrease the number of units
below the City’s RHNA.

Amend and continue.

ATTACHMENT 1
503
Housing Program Progress? Continue/Modify/Delete
Maintain a file in the Planning Division of vacant residential acreage to assist developers in identifying land suitable for single-family and multi-family residential development.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The Lan d Inventory
is available to prospective home builders. An
electronic map will be prepared moving
forward.

Combine with subelement
below, amend and
continue.

Maintain maps indicating current zoning as well as public facilities and services to these sites.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The zoning map is
available on the City's website. The City’s GIS
system provides updated general plan and
zoning information and map layers of the
location of public facilities and services
available to residential sites. The City made
some of the GIS layers publicly accessible in
2017.

Combine with subelement
above and continue.

Monitor on an annual basis the development of underutilized or vacant residential sites identified to meet the RHNA.

Timeframe: Annually
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
Underutilized or vacant residential sites
identified to meet the RHNA were monitored
for development each year as part of the
Annual Progress Report.

Delete, this will be
captured in other
subelements above.

Following future amendments to the General Plan’s Safety Element, ensure consistency with the Housing Element, including the land inventory.

Timeframe: As needed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The Safety Ele ment was updated in 2018 to
include a new goal, objectives, and policies
relating to and supporting the Tri -Valley
Hazard Mitigation Plan. The goal, objectives,
and policies address natural hazard
mitigation and protecting people, property,
and the environmental from natural hazards.

The Safety Element is being updated as part
of the General Plan update.

Continue.

ATTACHMENT 1
504
Housing Program Progress? Continue/Modify/Delete
Policy 1.2: Facilitate the development of a range of housing types through area planning efforts and the Development Code.

Program 1.2.1: Implementation of the General Plan, Downtown Specific Plan, and Development Code Continue to update and amend the General Plan as needed and appropriate to provide a range of housing types, densities, and affordability levels.

Timeframe: As projects are proposed; reviewed
annually
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. In 2015, the City a
amended the General Plan for The Vines by
Ponderosa prorejct , which involved
changing the land use designation from a
mixed-use commercial category to the
residential-only “Urban High Residential” (UH-
2) designation with a density range of 8 to 14
dwelling units per acre. In 2016, the City
amended the General Plan to allow
residential use and increased density for The
Central Crossing project by Signature Homes.

This project involved changing the land use
designation on a portion of the site from
Urban Medium Residential (UM) and Service
Commercial (SC) to the UH -2 designati on.

The City amended the General Plan in 2017
to allow residential use and increased density
in an area previously designated for
commercial use only. The 24 -acre area,
referred to as the First Street Transitional area,
now has a dual land use designation of SC
and UH -2. In 2020, the City amended the
General Plan to redesignate a portion of the
Civic Center site to allow the development
of an affordable senior housing project. The
new Urban High Residential designation
allows a density range of 38 to 55 dwellings
per acre.

A comp rehensive General Plan Update is
currently underway.

Continue.

ATTACHMENT 1
505
Housing Program Progress? Continue/Modify/Delete
Continue to update and amend the Downtown Specific Plan as needed and appropriate to facilitate downtown revitalization, the provision of affordable housing, and mixed -use
development.

Timeframe: As projects are proposed; reviewed
annually
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. In 2018, the City
continued its downtown redevelo pment
efforts by approving a conceptual plan with
a variety of amenities, including 130 units of
affordable workforce housing. The City
adopted Downtown Specific Plan
amendments to facilitate the
redevelopment plan in 2020.

Continue.

Analyze potential De velopment Code updates that would
expand opportunities for attached housing (e.g., small
apartment complexes) and smaller unit types (e.g., studios and cottages).

Timeframe: By 2017
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City updated the Accessory Dwelling
Unit (ADU) standards in 2018 and 2019 and
the Density Bonus standards in 2019. Staff
implemented the new State ADU standards
to comply with the State code.

Continue.

Evaluate specific barriers to residential development of small properties.

Timeframe: By 2017
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
Staff will explore options to remove barriers to
the development of small properties as part
of the current General Plan update effort.

Amend and continue.

Program 1.2.2: Isabel BART Station Specific Plan
Develop a Specific Plan for the area surrounding the future Isabel BART Station, and revise the General Plan and Zoning designations accordingly to allow for residential transit-oriented development.

Timeframe: By 2017
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
Complete. In 20 18, City Council approved
the Isabel Neighborhood Specific Plan
(INSP).However, the INSP approval was
contingent upon the approval of the BART
extension to Livermore, which was not
approved by the BART Board of Directors.

Staff coordinated with a new Reg ional Rail
Authority to establish the Valley Link
Delete.

ATTACHMENT 1
506
Housing Program Progress? Continue/Modify/Delete
connection to BART and revised the INSP
within this new context. Council adopted the
revised INSP in 2020 , which allows for
approximately 4,000 new dwelling units in a
range of attached housing types
Program 1.2.3: Mobile and Manufactured Homes
Continue to allow mobile and manufactured homes that meet State and City codes, as well as the City’s design review requirements, in all residential districts.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: 40 new mobile or manufactured
homes over the next 8 years
This program is ongoing. Two new mobile
homes and several manufactured ADUs
were built during the planning period.

Amend and continue.

Program 1.2.4: Secondary Dwelling Units
Continue to encourage the development of secondary
dwelling units by exempting them from certain development impact fees.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City waived the
Traffic Impact Fee (TIF), Downtown
Revitalization Fee, and Parks Facility Fee for
ADUs. The City issued permits for 60 ADUs in
2021, 39 ADUs in 2020, 36 ADUs in 2019, 18
ADUs in 2018, 12 ADUs each in 2016 and 2017,
9 in 2015, and 6 in 2014.

The City will amend this program to include
review of its current ADU standards for
compliance with state law. Updates will be
made if needed.

Amend and continue.

ATTACHMENT 1
507
Housing Program Progress? Continue/Modify/Delete
Program 1.2.5: Reduce Governmental Constraints
The City of Livermore facilitates and encourages the
development of a variety of housing in the community. The City will monitor its development fees to ensure they are reasonable and do not unduly constrain development, while protecting the quality, health, and public safety of the community.

Timeframe: Ongoing; as changes are made to
development fees. Make changes as
needed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
Ongoing. As part of the Housing Element
update completed in 2015, the City
determined that its development impact
fees are comparable to nearby jurisdictions
with similar markets and are not constraining
housing production. The City continued to
use various practices to offset potential
negative effects of development impact
fees on housing development and cost. The
City updated its development fees each
year during the plan ning period to reflect
cost of living changes, in accordance with
local ordinance.

Continue.

Policy 1.3: Encourage the development of housing for individuals with disabilities.

Program 1.3.1: Licensed Community Residential Care Facilities Consistent with State law, continue to allow licensed community residential care facilities serving 6 or fewer persons in all residential districts as a means of providing housing for these special needs groups.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: None required
Quantified Objectives: n/a
This program is ongoing. The Livermore
Development Code continues to allow
licensed community residential care facilities
in the residential zoning districts.

Amend and continue
Program 1.3.2: Universal Design
Continue to include universal design features as project specific criteria to achieve a higher project -specific rating during competitive years of the Housing Implementation Program (HIP).

Timeframe: 2017-2019 HIP Program
Responsible Agency: Community Development Department
Funding: General Fund
Quantified Objectives: n/a
The City has discontinued the HIP program.

Accommodation of housing units will instead
be based on the City's capacity to provide
infrastructure and services for new housing.

The City will continue to allow and
encourage universal design in housing
projects.

Delete
ATTACHMENT 1
508
Housing Program Progress? Continue/Modify/Delete
Update the City’s residential design guidelines and standards to encourage “visitability” and universal design features in new homes.

Timeframe: By 2018
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program has not been implemented. The
City intends to update the residential design
guidelines and standards as part of the
General Plan update and Development
Code update..

Continue.

Expand consumer awareness by providing information on
universal design features at the City’s Permit Center and develop resource information for the City’s Permit Center website.

Timeframe: By 2018
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City has not yet
developed Livermore -specific resources on
universal design features , but the City does
provide information and guidance upon
request at the Permit Center.

Continue.

Program 1.3.3: Development of Housing Persons with Disabilities Continue to provide monetary subsidies to market -rate
developers and non-profits to encourage the development of new housing for persons with disabilities, including
developmental disabilities, and for the improvement of existing housing.
• Seek state and federal funding to increase resources
available for this program.

Timeframe: As projects are proposed or through
annual Housing & Human Services
Grant allocation process

Ongoing monitoring*
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: n/a
In 2015, the City provided Hello Housing, a
nonprofit housing development agency,
with two loans totaling $1,310,000 as interim
financing for acquisition and rehabilitation of
a five -unit multifamily property that will be
affordable to very -low-income (50% Area
Median Income) households. Affordability
restrictions are secured through a Regulatory
Agreement. The project obtained additional
funding through the State Mental Health
Services Act for capital improvements. The
project was sold to Housing Consortiu m of
the East Bay (HCEB), a California nonprofit
public benefit corporation. HCEB assumed a
portion of the City’s initial loan of $810,000,
which will ensure that the project is able to
remain affordable for 55 years.

Amend and continue.

ATTACHMENT 1
509
Housing Program Progress? Continue/Modify/Delete
In 2017, the City approved developme nt
entitlements for MidPen Housing to develop
Avance Apartments, 44 units of affordable,
services-enriched housing for persons with
developmental disabilities. The City provided
financial support for acquisition and
development of the project through a loa n
from the City's Affordable Housing Trust Fund
of up to $8,003,832. In February 2021, the
project closed all necessary financing to
begin construction.

The City worked with Housing Consortium of
the East Bay, a nonprofit developer of
disabled/special needs housing, to refinance
a private mortgage for shared, permanent
housing for two developmentally disabled
adults.

The City worked with Tri -Valley REACH, a
nonprofit operator of disabled/special needs
housing, to purchase two units of shared
housing for individuals with developmental
disabilities and expand a shared home that
operates as permanent housing for
developmentally disabled adults who are
able to live independently.

In 2021, eight new HUD Section 811 units in
the Chestnut Square Fam ily apartments
project were leased to persons with
disabilities.

ATTACHMENT 1
510
Housing Program Progress? Continue/Modify/Delete
Consider regulatory incentives for projects targeted for persons with disabilities, including persons with developmental disabilities.

Timeframe: Annually, or as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The next
Development Code update process may
include an analysis of potential regulatory
incentives. The City provided some specific
fee reductions for developers of affordable
housing, including those targeting persons
with disabilities.

In addition, recent State law has taken the
lead in considering regulatory incentives for
housing for persons with physical or mental
disabilities. Notably, AB 2162 required local
entities to streamline the approval of housing
projects containing a minimum amount of
Supportive Housing by providing a ministerial
approval process, removing the requirement
for CEQA analys is and removing the
requirement for Conditional Use
Authorization or other similar discretionary
entitlements granted by the Planning
Commission. The City will revise the
Development Code to address AB 2162 as
part of implementation of a revised version of
this program.

Amend and continue.

Support “aging in place” through community design, partnering with organizations that provide support services, and
encouraging accessibility improvements to rental housing.

Timeframe: Annual renewal of Housing & Human
Services Grant funding agreements
and as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. The City provided
grant funds to several non profit agencies
that provide senior support and disabled
services to individuals : Senior Support
Program of the Tri -Valley and Community
Resources for Independent Living (CRIL)
encourage seniors and disabled persons to
age in place and facilitate independe nt
living skills. In 2016, the City contracted with
Habitat for Humanity East Bay/Silicon Valley
to administer the City's owner -occupied
housing rehabilitation program, which assists
seniors with home accessibility
Continue.

ATTACHMENT 1
511
Housing Program Progress? Continue/Modify/Delete
improvements. In 2019, the City completed
the development of the 72 -unit Chestnut
Senior apartments serving low income
seniors. In 2021, the City approved
development entitlements for a 140 unit
senior project to be developed on Pacific
Avenue (Pacific Avenue Senior Apartments),
which includes se rvices and amenities for
seniors to allow them to live independently
and age in place. From January-June 2021,
the City contracted with Habitat for
Humanity East Bay/Silicon Valley to
administer the City's owner -occupied
housing rehabilitation program, which assists
seniors with home accessibility
improvements.

GOAL 2: WELL MANAGED GROWTH
Policy 2.1: Encourage the provision of lower income housing, infill development, and mixed-use projects in locations served by existing infrastructure, particularly transit services.

Program 2.1.1 Housing Implementation Program (HIP)
Ensure that future HIP programs address the need to provide very low- and low-income housing units (according to the City’s RHNA) by establishing sufficient allocations for development of sites identified in the land inventory.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The 2017 -2019 HIP included sufficient
allocations for development sites identified in
the Land Inventory, including 1,566 in the
Downtown area. The City has since
discontinued the HIP program.

Accommodation of housing units will instead
be based on the Cit y's capacity to provide
infrastructure and services for new housing.

The City will continue to encourage and
accommodate very -low- and low -income
housing.

Delete.

Re-evaluate and continue HIP exemptions as needed to
facilitate housing construction, redevelopment, and large scale catalyst projects in the Downtown area.

Timeframe: Ongoing
Neither the 2014-2016 HIP nor the 2017-19 HIP
put further limitations on growth in the
Downtown area. The City has since
discontinued the HIP program.

Accommodation of housing units will instead
be based on the City's capacity to provide
Delete.

ATTACHMENT 1
512
Housing Program Progress? Continue/Modify/Delete
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
infrastructure and services for new housing.

Several projects are underway t o redevelop
Downtown catalyst sites with housing.

Continue to allow exemptions from the HIP in conjunction with the TDC Program to encourage infill development.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The 2014-2016 HIP required minimum energy
efficiency measures in order to qualify for
allocations. Allocations were awarded on a
first-come, first-served basis. The 2017 -19 HIP
continued to allow exemptions in
conjunction with the TDC program. The City
has since discontinued the HIP program but
will continue to encourage infill
development.

Delete.

Continue to use emphasized categories during competitive years as a mechanism to encourage infill development, mixed- use (commercial/residential) projects, and lot consolidation for larger projects.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City has discontinued the HIP program.

Accomodation of housing units will instea d
be based on the City's capacity to provide
infrastructure and services for new housing.

The City will continue to encourage infill
development, mixed -use projects, and lot
consolidation for larger projects.

Delete.

Provide information on the HIP on the Community and
Economic Development website and conduct outreach to
local developers.
• Conduct 2-3 developer workshops during the 2015-2022
period.
• Conduct outreach at the yearly Real Estate Roundup.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City discontinued the HIP program. City
planning staff is still available to meet and
answer questions one -on-one with potential
applicants. The City also conducts
notification and outreach to local
developers.

Delete.

ATTACHMENT 1
513
Housing Program Progress? Continue/Modify/Delete
Program 2.1.2 Monitor Infrastructure Needs
Continue to analyze infrastructure needs and capacity to guide HIP allocations in a manner that balances residential growth with the provision of adequate infrastructure and services.

Timeframe: Every three years, as part of HIP
process
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City prepared a "Community Services
and Infrastructure Report" (CSIR) every three
years in order to ensure the growth rate does
not exceed the City’s capability to provide
services and infrastructure. Previously, this
CSIR served as the basis for estab lishing HIP
allocations. The City adopted a new CSIR in
2020, but has discontinued the HIP program.

Amend and continue.

Review infrastructure needs to support intensified development on infill sites within City limits and in the Downtown area; program improvements and upgrades into the City’s CIP.

Timeframe: Bi-annually, as part of CIP updates
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City annually reviewed and amended its
CIP as n eeded to accommodate upgrades
to support intensified development. The
2017-2019 CIP included funding for
Downtown Revitalization Projects such as infill
site acquisition, infrastructure for the mixed -
use Livermore Village catalyst site, relocation
of the R ailroad Depot, and demolition of
vacant buildings for the purpose of future
affordable housing construction.

Continue.

Work with the City’s water and sewer provider in order to ensure the availability and adequate capacity of water and
wastewater systems to accommodate the housing needs
during the planning period
• Prioritize proposed developments that include housing affordable to lower-income households.
• Provide a copy of the Housing Element and any future
amendments to the utility provi ders immediately after
adoption.

Timeframe: Ongoing as projects are proposed; as
needed for prioritization of proposed
developments; after adoption of the
Housing Element and as needed for
providing a copy of the Housing
Element and any future amendments
to utility providers
The City evaluated the capacity for water
and wastewater systems to accommodate
housing needs as part of the Community
Services and Infrastructure Report. The City’s
2017-2019 CIP included improvements/
upgrades to the sewer system. The City is
currently updating its Water Master Plan to
evaluate long -term water supply and
infrastructure n eeds. The City continued to
work with Cal Water Company during the
review of projects within their service area.

The City continued to prioritize affordable
housing proposals. For example, in January
2017, the City approved the Chestnut Square
project, which includes 114 units affordable
to lower income seniors and families. In 2021,
Continue.

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Responsible Agency: Community & Economic Development
Department, Public Works Department
Funding: General Fund
Quantified Objectives: n/a
the City approved entitlements for a 130-unit
workforce housing development in the
downtown and a 140-unit low income senior
housing development on the Civic Center
site. It a lso approved entitlements for a 24 -
unit low -income housing development.

Public infrastructure and services have
sufficient capacity to accommodate
demands resulting from the projects.

The City provided a copy of 2015 -2022
Housing Element and amendments to utility
providers immediately upon adoption.

Program 2.1.3 Support Mixed-Use and Transit-Oriented Development Promote lot consolidation to increase opportunities for mixed - use development.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. Following the
dissolution of redevelopment agencies, the
City continued to explore funding sources to
assist with lot consolidation and increase
opportunities for mixed -use development in
Priority Development Areas (PDAs).

Continue.

Continue to require minimum residential densities in areas designated for transit -oriented, mixed -use development to ensure higher density in these areas.

Timeframe: Underway
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. There are minimum
residential densities in the Downtown area to
support higher density housing in this mixed -
use, transit-oriented neighborhood. The City
also adopted the Isabel Neighborhood
Specific Plan, a PDA to guide developmen t
around the proposed Valley Link station. The
plan calls for a mix of higher density housing
types to take advantage of regional transit
access and support Housing Element goals.

In addition, the City's Development Code
includes form -based zoning for two mixed-
use sites that requires a minimum
percentage of residential development.

Continue.

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Continue to use existing density incentives and develop additional incentives to promote mixed -use and more intense residential development near transit.
• Identify additional areas served by transit where density incentives should be encouraged.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. For example, the
Chestnut Square project used the City's
Density Bonus provision to provide affordable
rental units. The City continued to explore
opportunities for promoting high -density
residential development. The City adopted
the Isabel Neighborhood Specific Plan,
which established a goal for 25 percent of
the approximately 4,095 new housing units to
be offered at affordable prices/rents, with a
project-level minimum of 20 percent. Projects
in the Isabel area may also use the City's
Density Bonus. The plan provides flexib le
development standards and parking
requirements, allows for master planning
across adjacent blocks, and facilitates
environmental streamlining as incentives to
encourage mixed -use, transit -oriented
development. The City continued to
consider density ince ntives for other existing
and future Priority Development Areas.

Continue.

GOAL 3: PRODUCTION OF AFFORDABLE HOUSING
Policy 3.1: Facilitate the production of affordable housing through the regulation of and incentives to new development.

Program 3.1.1 Inclusionary Housing Ordinance
Continue to implement the inclusionary housing ordinance.

Timeframe: Ongoing; review every 5 years for
adjustment to market conditions or as
needed/required
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Approved projects
have been providing below market rate units
on-site and/or paying in -lieu fees to comply
with the inclusionary regulations. It continued
to be a major tool in promoting affordable
housing production in the city. During the
planning period, a total of 56 inclusionary
units were built and sold to low - and
moderate-income households as part of the
Auburn Grove, Meridian Station, Artero,
Central Cr ossings, Sonoma School site, and
Vines projects.

Amend and continue.

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Continue to require developers to identify the location of inclusionary units.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing as part of the
entitlement process for development
projects.

Amend and continue.

Update feasibility analysis of inclusionary housing ordinance to reflect current market conditions. As part of feasibility study the City will evaluate the must-build component of the inclusionary Housing Ordinance to allow developers to choose one of the alternative means of compliance without discretionary review by the City Council.

Timeframe: By 2019; review every 5 years for
adjustment to market conditions or as
needed/require
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is complete. The 2013
Residential Nexus Analysis and 2013 Financial
Feasibility Analysis demonstrated the direct
impact of homebuilding on the need for
additional affordable housing, and the
inclusionary housing must -build requirement
for ownership housing was reinstated in 2015.

Concurrently, the In-Lieu fee was adjusted to
a square -footage basis per the Market
Feasibility Study. The updated fee became
effective January 1, 2015.

In 2021, the City reinstated the must -build
requirement for rental developments in
compliance with AB 1505.

Delete.

Program 3.1.2 Density Bonuses and Incentives
Continue to ensure new residential projects are consistent with current State Density Bonus regulations.

Timeframe: Ongoing.

Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City updated
the Development Code to be consistent with
State Density Bonus regulations in 2019. The
City review s requests for Density Bonuses
during the development review process.

The City will continue to update its Density
Bonus regulations to comply with recent
updates to State Density Bonus law.

Amend and continue.

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Continue to encourage the use of both the State Density Bonus Program and the City’s density incentives for senior and very- low income housing.

Timeframe: Ongoing.

Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The affordable
Chestnut Square project and the Vineyard

2.0 project used a Density Bonus to provide
affordable rental units.

Amend and continue.

Policy 3.2: Actively pursue and utilize a variety of funding resources and public/private partnerships in the development or purchase of housing affordable to lower and moderate-income households.

Program 3.2.1 Affordable Housing Fund
Continue to use the Affordable Housing Fund to provide
affordable housing opportunities for lower income households.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: Assist in the development of an
average of 10 to 15 lower-income units
annually
This program is ongoing. The City has utilize d
its Affordable Housing Fund (which includes
Housing Impact Fees and Inclusionary “In -
Lieu” Fees) to secure key sites for future new
affordable units. The City worked with
MidPen Housing Corporation to complete
the development of the five -acre Chestnut
Square project site. The City acquired and
assembled the site using the Affordable
Housing Fund and the dedication of property
as part of an Affordable Housing
requirement. Chestnut Square includes 114
rental units that are affordable to lower -
income seniors and families, and a mixed -
income component of 44 market -rate
townhouses to help finance the affordable
project and inc rease the range of
homeownership opportunities in the
Downtown area.

In 2017, the City also provided an acquisition
and development loan to Housing
Consortium of the East Bay to purchase and
develop a site that will provide up to 24 units
of supportive ho using and approximately
10,000 s.f. of commercial space for a
resource center serving persons who are
Amend and continue.

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homeless and a commercial food kitchen
that will benefit food insecure people in
Livermore. In 2018, the City provided a
predevelopment loan to Eden Housi ng for
site planning for a 130-unit affordable,
workforce housing project in the Downtown
Plan area.

The City provided an acquisition and
development loan to MidPen Housing for the
Avance project, which provides affordable
housing for developmentally disa bled
persons.

Continue to apply the Low -Income Housing Impact fee to generate funds for the Affordable Housing Fund.

Timeframe: Ongoing; as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund (staff time to administer)
Quantified Objectives:

This program is ongoing. For example, the
City generated $1,814,750.78 in 2018 and
$394,483.82 in 2019.

Continue.

Continue to allow the payment of In -lieu fees as an alternative compliance method under the Inclusionary Housing Ordinance (with City Council approval).

Timeframe: Ongoing; as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund (staff time to administer)
Quantified Objectives:

This program is ongoing. For example, the
proposed Lassen Road project (186 units) will
use a combination of on-site affordable units
and paying in -lieu fees to comply with the
Inclusionary Housing policy, in accordance
with a development agreement. In addition,
the approved Brisa Neighborhood project
(465 units) used a combination of subsidizing
on-site units and paying in -lieu fees to
comply with the Inclusionary Housing policy,
in accordance with a development
agreement. Garaventa Hills, approved for
41 single family homes, also used an on -
site/fee combination to satisfy the project's
affordable housing requirement.

Amend and continue.

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Review the In lieu and Low Income Housing Impact fees as major changes occur in the housing market and adjust if warranted.

Timeframe: By 2018, ongoing, monitor the
feasibility of reinstituting an impact fee
for rental units as the market develops/
improves.

Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives:

The housing in -lieu fee was increased
annually throughout the planning period,
through an annual adjustment to address
market conditions, with the intent to make
the fee comparable to building of an
affordable unit, and thereby promoting
inclusionary housing.

Amend and continue.

Explore additional funding sources and opportunities to leverage existing funding to increase resources for affordable housing programs.

Timeframe: Ongoing monitoring (see Program

1.3.3)
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives:

This program is ongoing. City staff received
training on HCD's Affordable Housing and
Sustainable Communities Program (AHSC) as
a potential sourc e of funding. Staff applied
to HCD for the Local Housing Trust Fund
Program and the Permanent Local Housing
Allocation (PLHA) Program to leverage City
funding for projects in 2020. The City has
designated three Priority Development Areas
(PDAs) under the r egional Sustainable
Communities Strategy (Plan Bay Area), which
may provide additional opportunities.

Throughout the planning period, City staff
worked with local developers and Alameda
County to submit applications and secure
funding from Measure A1 Housi ng Bond
Funds and the Livermore Housing Authority
and submit applications for HCD's TOD
Program.

Continue.

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Program 3.2.2 Acquire Land for Affordable Housing
Utilize a variety of funding sources to increase the City’s inventory of City-controlled properties to be set aside for future development of affordable housing.
• Continue to allow land dedication as an alternative
compliance method under the Inclusionary Housing
Ordinance (with City Council approval).

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund, CDBG, and
HOME.

Quantified Objectives: n/a
The City currently owns five project sites for
the future development of affordable
housing. The City entered into an ENRA for its
Pacific Avenue site, and City staff worked
with the nonprofit development team of
SAHA/Interfaith on entitlements for the
Pacific Avenue site to develop 140 units of
senior housing.

Continue.

Program 3.2.3 Partner with Affordable Housing Developers Coordinate with nonprofit housing developers and applicable federal, state and regional agencies to facilitate the
development of quality affordable housing.

Timeframe: Ongoing; as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund (staff time)
Quantified Objectives: n/a
This program is ongoing. Amend and continue.

Continue to foster relationships with nonprofit housing developers active in the region.

Timeframe: Ongoing; as opportunities arise **
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
City staff sent out Requests for Proposals
(RFPs) for partnerships as City -owned site
development opportunities arose and as
projects proposed support from the City’s
Affordable Housing Fund. Staff also
communicated with developers and housing
services providers via participation in
community-based and regional committees
to address housing needs.

The City entered into an ENRA for its Pacific
Avenue site, and City staff worked with the
nonprofit development team of
Amend and continue.

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SAHA/Interfaith on entitlements for the
Pacific Avenue site to develop 140 units of
senior housing.

Program 3.2.4 Conversion of Market-Rate to Affordable Units Continue to provide financial resources to non -profit
organizations to convert and increase the existing affordable housing stock.

Timeframe: Ongoing; with monthly coordination
with non-profit development partners
to identify potential properties
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: Assist in the conversion of 2 to 3 units from market-rate to affordable per
year
In 2014, the City provided Hello Housing with
two loans to acquire and rehabilitate a five -
unit multifamily property for affordable
housing (see Program 1.3.3 for details).

In 2020, the City joined as an additional
member to the joint powers authorit y
established by CalCHA for the purpose of
acquiring market rate housing and
converting it to low - to moderate -income
restricted housing. Through this partnership,
CalCHA acquired a 162 -unit project in
August 2020 for rehabilitation and conversion
to low - and middle -income restricted
housing.

Continue.

Program 3.2.5 Subsidies and Incentives
Continue to provide subsidies to affordable housing projects, prioritizing those that provide the greatest level of affordability and serve special needs households.
• Consider fee waivers for affordable units, direct subsidy through the Affordable Housing Fund, or providing land
reserved for affordable housing.

Timeframe: Ongoing; as opportunities arise and
through annual Housing & Human
Services Grant allocation process
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. The City continued
to provide subsidies to projects that meet city
goals to provide affordable housing. The City
provided subsidies to six affordable housing
projects in the planning period: the Chestnut
Square project, the Avance project, the
Vineyard housing/community facility project,
the Downtown Workforce Housing project,
and two City-owned single family homes sold
to Tri-Valley REACH for the purposes of shared
housing for adults with developmental
disabilities. (See programs 1.3.3 and 3.2.1 for
more detail.) The Chestnut Square project will
provide affordable rental units for seniors and
families with very low and low incomes,
disabled persons and 15 homeless
households. The Avance project includes 44
units of affordable, services -enriched
Amend and continue.

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housing for persons with developmental
disabilities. The Vineyard project will serve
formerly homeless h ouseholds, including
persons with disabilities. The City also applied
waivers and exemptions in impact fees for
affordable housing project for the Chestnut
Square and Avance projects.

Continue to allow the HIP exemption for projects with at least 35% very -low income units; emphasize affordable projects during competitive years.

Timeframe: Ongoing; as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City continued to allow the HIP
exemption for qualifying projects until the HIP
cycle was discontinued after the 2017 -2019
HIP. The City no longer has competitions.

Delete.

Continue to allow developers of affordable units to amortize the payment of applicable development impact fees over time to help meet affordable housing targets.

Timeframe: Ongoing; as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Continue.

Continue to meet regularly with developers to discuss incentive opportunities and provide information at workshops.

Timeframe: Ongoing; annually at a minimum
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Continue.

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Program 3.2.6 Public Outreach
Improve communication with the public to increase awareness of policies, programs, and permit processes that support the production of affordable housing.

Timeframe: Ongoing; monthly participation in
community based meetings to
distribute info
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Staff continued to
coordinate on improving access via the
traditional methods of developer contact to
increase knowledge of incentives available
for projects that support the inclusion of
affordable housing.

Amend and continue.

Policy 3.3: Provide housing assistance to lower and moderate-income households and other households with special needs.

Program 3.3.1 First-Time Homebuyer Down Payment Assistance Program Continue to provide mortgage assistance for down payment, closing costs, and secondary financing to low - and moderate- income first-time homebuyers.

Timeframe: 2015 through 2022
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: Continue to provide First-Time
Homebuyer Down Payment Assistance
to an average of 10-15 low and
moderate-income households
annually
This program is ongoing. During the planning
period, the City provided 35 down pay ment
assistance and second mortgage loans to
low- and moderate -income, first -time
homebuyers through its Mortgage Assistance
Program and Affordable Homeownership
Programs. The City also helped advertise the
CalHome Mortgage Assistance Loan
Program and the Tri-Valley Down Payment
Assistance Program.

Continue.

Continue to target persons with disabilities for participation in the program.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. City staff continued
to seek and discuss opportunities for fully
accessible inclusionary units with developers.

Amend and continue.

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Continue to promote and provide information about the
program on the City’s website, newsletter, through e -mail distribution, local advertising, and with brochures and handouts at the City’s permit center counter.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Amend and continue.

Program 3.3.2 Rental Assistance & Housing Navigation
Pursue additional funding to maintain the Section 8 Rental Assistance Program and enhance support for other rental assistance programs.

Timeframe: Ongoing
Responsible Agency: Livermore Housing Authority and
Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. City staff worked
with the Livermore Housing Authority and
nonprofit developers to apply project-based
vouchers on City -sponsored affordable
housing projects. In 2016 and 2017, the City
provided 4 to 5 affordable workforce rental
opportunities in the Station Square
development for up to moderate Inco me
households (120% AMI) through its Workforce
Housing Program. The City also sold a fifth unit
to Tri-Valley REACH for rental to persons with
developmental disabilities. In 2019, the City
secured 25 project -based vouchers for the
Avance project through th e Livermore
Housing Authority. In 2020, the City worked
with MidPen to encourage their
implementation of eight HUD 811 funds for
persons with disabilities.

Continue.

Assist Livermore Housing Authority (LHA) to maintain and/or increase the amount of rental housing available to very -low income households, as well as the amount of households
assisted through the Section 8 program:
• Provide technical assistance with property acquisition and administrative assistance to the Advisory Board.

This program is ongoing. The City continued
to coordinate with the Livermore Housing
Authority as they plan to renovate their
affordable apartment complexes Bluebell,
Chestnut, and Las Posadas, and work on
conversion of the Public Housing project,
Leahy Square, through HUD's Section 18
program. Conversion of Leahy Square will
provide the project with greater potential for
Continue.

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• Continue to provide capital funds as needed to the LHA to upgrade rental housing owned and managed by the
LHA.

Timeframe: Ongoing; monthly coordination
meetings with LHA
Responsible Agency: Community & Economic Development
Department
Funding: General Fund, Affordable Housing
Fund, CDBG
Quantified Objectives: n/a
redevelopment and unit expansion in the
future.

Increase promotion of the Secti on 8 program to the
development community, property owners, and possible
participants.
• Provide information on LHA on City’s website.
• Continue to advertise the program through the City’s
newsletter and brochures at the permit center and other public counters.

Timeframe: Update information as needed or
annually
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Amend and continue.

Support partners that provide outreach to landlords about voucher programs with aim of increasing housing opportunities for recipients of rental assistance.

Timeframe: Ongoing; annual workshops and
quarterly coordination with other cities
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: Collaborate to hold one annual
outreach event for landlords.

This program is ongoing. In 2017, the City
worked in coordination with the other Tri -
Valley cities on a landlord outreach event.

Amend and continue.

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Program 3.3.3 Homelessness Prevention and Intervention
Amend the Development Code to modify the definition of
transitional and supportive housing and update the use tables, listing transitional and supportive housing as a residential use subject to the same permit requirements as a residential use of the same type in the same zone.

Timeframe: At the time of Housing Element
adoption
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program was completed at the time of
Housing Element adoption.

Delete.

Continue to provide support (rental subsidies and case
management) to emancipated youth through Project
Independence.

Timeframe: Ongoing; through annual Housing &
Human Services Grant allocation
process
Responsible Agency: Community & Economic Development
Department
Funding: CDBG and HOME funds
Quantified Objectives: Assistance to six individuals annually through the Project Independence
program
The City chose to merge the Housing
Scholarship and Project Independence
Programs and to award one funding amount
to Abode in Fiscal Year 2014-15 to implement
both programs and phase them into a
“Housing First” model. The City awarded
funding to Abode to implement its “Housing
First” model through its Tenant Based Rental
Assistance Program. During the plann ing
period, Abode assisted 63 households in
securing permanent housing.

Under the Housing First Model, a person who
is homeless is moved into permanent housing
as quickly as possible and provided with the
necessary services that will enable them to
maintain their housing indefinitely. The
program relies on a variety of strategies to
produce and acquire new affordable units,
expand support services, and increase rental
assistance.

Delete.

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Provide homelessness prevention/intervention support services and rental assistance through Abode Services’ AC Impact program.

Timeframe: Ongoing; monthly coordination with
Alameda County
Responsible Agency: Community & Economic Development
Department
Funding: General Fund, Affordable Housing
Fund, County Funds
Quantified Objectives: Assistance to 10 individuals annually through the AC Impact program
This program is ongoing. Abode through their
AC Impact program is providing housing to
40 formerly chronically homeless persons. All
clients have maintained their ho using since
entering the program. The City continued to
fund case management services to ensure
that the individuals remain on a road to self -
sufficiency. Services focus on building
independent living skills, money
management, and dealing with any
behavioral issues.

Amend and continue.

Provide rental subsidies and related assistance to households at risk of homelessness through ECHO Housing.

Timeframe: Ongoing; through annual Housing &
Human Services Grant allocation
process
Responsible Agency: Community & Economic Development
Department
Funding: CDBG and HOME funds
Quantified Objectives: Assistance to 10 individuals annually through Echo Housing’s homeless
prevention program
This program is ongoing. In 2015, the City
provided $80,000 of HOME and CDBG
funding to ECHO Housing for a new program
that provides up to 18 months of rental
assistance and case management to
families so they do not fall into homelessness.

In 2020, the City provided federal HOME and
CDBG funding to Tri Valley Haven of tenant -
based ren tal assistance (TBRA) and case
management services to individuals
experiencing domestic violence and at risk
of homelessness. During the planning period,
the City assisted 48 families and/or individuals
at risk of homelessness and/or those currently
homeless. The program provides assistance
with ongoing rental subsidies.

Amend and continue.

Facilitate the coordination of the faith -based community and providers of homeless services, building upon the Mayor’s Homeless Summit.

Timeframe: Ongoing; through City-hosted
subcommittee meetings
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Faith -based and
nonprofit providers of homeless services
assisted in the development and
implementation of the City’s survey of
persons experiencing homelessness in
October 20 15. In January 2019, faith -based
and nonprofit providers of homeless services
again assisted in the development and
implementation of the County's survey of
persons experiencing homelessness.

Amend and continue.

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Annually, churches coordinated to provide a
rotating Warming Cen ter during winter
months for adults experiencing
homelessness, regardless of race, creed, or
religion, to have a safe refuge for people
who need a place to stay in Livermore. In
2020, due to COVID-19, the annual Warming
Center did not occur due to safety
precautions. City staff coordinated with the
faith-based community and providers to
continue the Warming Center in 2021 -2022.

During and after the COVID -19 Shelter -in-
Place Order, the City continued to partner
with two faith communities for showers and
laundry services. In FY 2019 -2020, Asbury
Church provided 2,500 showers and 815
loads of laundry to Livermore unsheltered
residents.

The City also worked with the faith
community to identify locations for a
Homeless Safe Parking Program.

Support the efforts of the Homeless Street Outreach (HSO) Team to proactively connect homeless individuals to resources.

Timeframe: Ongoing; monthly oversight and
coordination
Responsible Agency: Police Department, Community &
Economic Development Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. In FY 2019 -2020
CityServe provided 400 referrals to benefits,
and during the planning period, the
Homeless Outreach Team engaged with or
provided case management to 684
individuals. The City plans that Bay Area
Community Health will provide a Street
Medical Team to provide medical services to
unsheltered Livermore residents.

Amend and continue.

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GOAL 4: PRESERVATION AND IMPROVEMENT OF AFFORDABLE HOUSING Policy 4.1: Improve the quality of existing affordable housing.

Program 4.1.1 Minor Home Repair Program
Continue to provide rehabilitation grants to lower income households and occupants of mobile homes to cover the cost of minor repairs such as plumbing, weather stripping, electrical work, and accessibility improvements.

Timeframe: Ongoing; through identification of
applicants through Neighborhood
Preservation contacts and requests for
assistance
Responsible Agency: Community & Economic Development
Department
Funding: CDBG, HOME, Affordable Housing
Fund
Quantified Objectives: Assistance to 24-32 owners of mobile home units and 6-8 lower income
households annually
This program is ongoing. During the planning
period, the City worked with Habitat for
Humanity to assi st at least 19 homeowners
with grants and loans to cover code
violations, health and safety repair items,
and general maintenance issues.

Incorporate into other
programs and delete.

Continue to advertise the program through the City’s website, newsletter, targeted mailings, and brochures distributed at public counters and to local agencies.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Incorporate into other
programs and delete.

Program 4.1.2 Owner-Occupied Housing Rehabilitation Loan Program Provide assistance to lower income households in the form of deferred payment loan s for major repairs (roof, furnace, electrical, plumbing), or for installation of wheelchair ramps, support rail systems, or security/safety devices in housing occupied by elderly and disabled.

Timeframe: 2015 through 2022
Responsible Agency: Community & Economic Development
Department
This program is ongoing. The City revised the
program guidelines and corresponding loan
and grant documents to align with funding
sources during the Fiscal Year 2018-19. During
the planning period, the City and Habitat for
Humanity provided at least 15 low-income
residents assistance with home repairs.

Incorporate into other
programs and delete.

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Funding: CDBG, HOME, Affordable Housing
Fund
Quantified Objectives: Assistance to 3-4 lower income
households annually
Continue to advertise the program through the City’s website, newsletter, targeted mailings, and brochures distributed at public counters and to local agencies.

Timeframe: Update information annually or as
needed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Incorporate into other
programs and delete.

Collaborate with nonprofit agencies such as GRID Alternatives to assist with energy-related improvements.

Timeframe: Ongoing; as projects are proposed
Responsible Agency: Community & Economic Development
Department
Funding: CDBG, HOME, Affordable Housing
Fund
Quantified Objectives: n/a
No households in Livermore participated in
the GRID Alternatives program during the
planning period.

Amend/combine with
similar programs and
continue.

Develop a Healthy Homes Initiative that provides outreach and education to help people maintain their homes.

Timeframe: 2015-2016
Responsible Agency: Community & Economic Development
Department
Funding: CDBG, HOME, Affordable Housing
Fund
Quantified Objectives: n/a
Funding is currently unavail able for this
program.

Amend/combine with
similar programs and
continue.

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Program 4.1.3 Historic Preservation Tax Credits (Mills Act) Investigate the feasibility of participation in the Mills Act Property Tax Abatement Program to encourage the restoration and
maintenance of historic properties.

Timeframe: Underway
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The City has decided not to pursue
participation in the Mills Act Property Tax
Abatement Program and this program will
not be continued.

Delete.

Program 4.1.4 Neighborhood Improvement
Continue to upgrade the quality of the living environment of older neighborhoods through improvements to infrastructure and public facilities.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund, Transportation Impact
Fee, CDBG
Quantified Objectives: n/a
This program is ongoing. The City’s CIP
includes ongoing/annual improvements for
street resurfacing, sidewalk repair, and ADA
access ramps.

Amend and continue.

Continue funding the sidewalk repair program and ADA
sidewalk curb cuts and access ramps to improve sidewalk-to- street access for Livermore’s disabled citizens.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund, Transportation Impact
Fee
Quantified Objectives: n/a
This program is ongoing. The Cit y’s CIP
includes ongoing/annual improvements for
street resurfacing, sidewalk repair, and ADA
access ramps adjacent to City properties. In
2018 the City adopted a resolution
discontinuing both the City subsidy of private
sidewalk repairs and the practice of the City
completing repairs on behalf of private
property owners.

Amend and continue.

Pursue funding available for acquisition and rehabilitation of foreclosed, vacant, and/or blighted properties.

Timeframe: Annually
Responsible Agency: Community & Economic Development
Department
Funding: Affordable Housing Fund, State and
Federal sources
Quantified Objectives: See 3.2.4
This program is ongoing. The City continued
to work with nonprofit housing agencies to
identify pr ospective acquisition and
rehabilitation opportunities that could
rehabilitate blighted and distressed
properties in the city and provide safe, clean,
and affordable rental housing opportunities.

For example, the City established a revolving
Continue.

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loan fund with the nonprofit developer,
Habitat for Humanity East Bay/Silicon Valley,
for acquisition and rehabilitation of distressed
single-family properties to be sold at an
affordable price to low -income (80% AMI
and below) U.S. military veterans. These
homes will have a 55-year affordability resale
restriction.

Program 4.1.5 Neighborhood Preservation Program
Encourage low -income homeowners who need financial
assistance to correct code violations to utilize the Housing Rehabilitation programs
Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: Assistance to an average of 10
qualified lower-income households
annually
This program is ongoing. Neighborhood
Preservation continued to refer homeowners
to the Housing and Human Services Division,
Owner Occupied Single -Family
Rehabilitation Program, which provided
information and financial loan and grant
assistance for needed home rehabilitation
and repairs. For example, in 2015
Neighborhood Preservation helped 318
residents correct code violations in the City’s
target areas.

Continue.

Continue to identify and provide assistance to rehabilitate units needing substantial renovation due to severe deterioration.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund; CDBG Affordable
Housing Fund
Quantified Objectives: n/a
City staff sends out Requests for Proposals
(RFPs) for par tnerships as City -owned site
development opportunities arise and as
projects propose support from the City’s
Affordable Housing Fund. Staff also
communicates with developers and housing
services providers.

Amend and continue.

Continue the Housing Quality Inspections for multi -family complexes that have received CDBG and HOME funding.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City completed
monitoring of four properties in 2015. HOME
regulations were then revised to require the
City to monitor and complete inspections on
HOME-funded properties every two or three
years based on the Uniform Physical
Condition Standard (UPCS). In 2018 and
2019, the City completed the UPCS
monitoring of all federally funded properties.

Amend and continue.

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Continue to promote Neighborhood Preservation programs and clean-up events through the City’s website.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongo ing. The City’s website
contains information on upcoming events
related to neighborhood nuisance and
cleanup, including clutter support groups.

Continue.

Use volunteer assistance clean -up teams specifically to assist frail elderly and disabled homeowners that have received code complaints for property upkeep.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: Volunteer staff
Quantified Objectives: n/a
This program is ongoing. Continue.

Policy 4.2: Preserve affordable housing that is at risk of converting to market rate housing.

Program 4.2.1 Preservation of Subsidized Housing at-risk of Conversion to Market Rate Monitor the at-risk status of affordable housing projects • Send a list of potentially a t-risk housing projects to nonprofit developers to solicit participation in the City’s efforts to preserve the units.
• Contact project owners of at -risk projects to discuss preservation options/incentives and facilitate
collaboration with potentially interested non-profits; and • Notify tenants according to State and Federal
requirements.

Timeframe: Annually 2015 through 2022
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. This program will be
amended to reflect current state law.

Amend and continue.

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Communicate with tenants and respond to notices of intent filed by property owners in a timely manner.

Timeframe: Ongoing, as needed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. This program will be
amended to reflect current state law.

Amend and continue.

Work to preserve at -risk housing units by providing financial incentives to landlords who in turn agree to continue to provide affordable units.

Timeframe: 2015 through 2022
Responsible Agency: Community & Economic Development
Department
Funding: CDBG, Affordable Housing Fund
Quantified Objectives: n/a
In 2020, the City joined as an additional
member to the joint powers authority
established by CalCHA for the purpose of
acquiring market rate housing and
converting it to low - to moderate -income
restricted housing. Through this partnership,
CalCHA acquired a 162 -unit project in
August 2020 for rehabilitation and conversion
to low - and middle -income restricted
housing.

Continue.

Pursue State funding available for the preservation of at -risk housing.

Timeframe: Annually
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: Preservation of 36 units at risk of conversion to market rate
This program is ongoing. Continue.

Program 4.2.2 Maintain Affordability of Housing Stock
Support the preservation of existing market rate housing that is affordable to lower income households through rehabilitation and rental assistance programs.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. See Programs 3.3.2,

4.1.1, and 4.1.2 for more detail.

Continue.

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GOAL 5: PROVISION OF EQUAL HOUSING OPPORTUNITY
Policy 5.1: Support and implement state and federal laws that prohibit discriminatory housing practices.

Program 5.1.1 Support Non-Profit Organizations Specializing in Fair Housing Services Continue to provide financial assistance and administrative support to local non -profit organizations that specialize in reducing discriminatory housing practices through fair housing counseling, tenant/landlord mediation, education/outreach, and rental assistance.

Timeframe: Ongoing; through annual Housing &
Human Services Grant allocation
process
Responsible Agency: Community & Economic Development
Department
Funding: CDBG and Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. In Fiscal Year 2013 -
14, the City Council authorized $307,000 in
funding from housing in -lieu funds for ECHO
and CRIL to provide services to assist
residents with accessing and maintaining
housing. During the rest of the planning
period, ECHO was allocated between
$25,000 and $30,000 annually in funding from
local housing in-lieu funds to provide services
to assist residents with fair housing
complaints, tenant landlord disputes,
accessing and fair housing education.

During the planning period, ECHO assisted
2,383 clients.

This program will be continued and
amended to implement current state law.

Amend and continue.

Continue to refer complaints of discriminatory housing practices to LHA and ECHO Housing.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: CDBG and Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. During the planning
period, ECHO completed multiple property
audits in 17 jurisdictions. They also completed
at least 347 counseling and dispute
resolutions.

Most recently, in 2020 ECHO tested 10
Livermore prop erties, and the audit results
showed that in 10% of the tests, the Hispanic
tester did not receive a call back and/or was
given less favorable information about the
unit.

This program will be continued and
amended to implement current state law.

Amend and continue.

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Continue to refer complaints and requests for housing for the disabled to partner organizations.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: CDBG and Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. During the planning
period, CRIL provided services to 518
disabled persons.

Continue.

Continue to assist in the distribution of fair housing brochures at public locations, such as city counters, public libraries, community/senior centers, and service providers.
• Continue to expand outreach and access to
information for limited English-speaking residents.

Timeframe: Annually, or as needed
Responsible Agency: Community & Economic Development
Department
Funding: General Fund.

Quantified Objectives: n/a
This program is ongoing.

This program will be continued and
amended as needed to implement current
state law.

Amend and continue.

Continue to provide financial support for the City’s Fair Housing Audit conducted by ECHO and the dissemination of audit results and information on fair housing laws to landlords, rental housing organizations and the public.

Timeframe: Annually, through annual Housing &
Human Services Grant allocation
process
Responsible Agency: Community & Economic Development
Department
Funding: CDBG and Affordable Housing Fund
Quantified Objectives: n/a
This program is ongoing. ECHO was
responsible for auditing rental properties in
Livermore for compliance with fair housing
standards. The City funded the Fair Housing
Audits through an allocation made by the
City’s Housing and Human Service Grant
Fund. ECHO worked with CRIL to provide
counseling and additional tra ining to
landlords who fail to meet federal and state
guidelines. ECHO tested 10 rental
developments in Livermore for different types
of discrimination each year.

For example, in Fiscal Year 2018 -19 ECHO
completed 183 property audits in 17
jurisdictions. E CHO tested 10 Livermore
properties, and the audit results showed that
in 10% of the tests, the Hispanic tester did not
receive a call back and/or was given less
favorable information about the unit. ECHO
Continue.

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Housing Program Progress? Continue/Modify/Delete
provided an annual report on the Fair
Housing Audits during the Human Services
Commission public meeting and provided
training to landlords who failed to comply
with federal and state fair housing laws.

ECHO also worked with other nonprofit
agencies such as East Bay Community Law
Center, Bay Area Legal Aid , and Centro
Legal de la Raza to provide clients with
appropriate legal services to stabilize their
housing situation. ECHO collaborated with
CRIL, an agency dedicated to serving
individuals with disabilities, to provide CRIL
clients with housing counseling. Lastly, ECHO
held various public Fair Housing education
workshops to educate the public, landlords,
tenants, and community organizations.

Program 5.1.2 Reasonable Accommodation
Consistent with state and federal laws, continue to provide individuals with disabilities reasonable accommodation in rules, policies, practices, and procedures through the building permit and development review processes.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The Livermore
Development Code outlines procedures to
address reasonable accommodation
(Chapter 9.06).

Continue.

Continue to partner with ECHO to conduct fair housing tests for reasonable accommodations in multi-family rental properties. • Provide regular training to landlords.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
As described in Program 5.1.1, the City
partnered with ECHO to conduct a fair
housing audit of 10 rental properties each
year. For example, the obligation of landlords
to allow therapy/service animals in the
residence without a pet deposit or other fees
was tested in Fiscal Year 2013 ‐14, and the
obligation to allow disabled tenants to use
medical marijuana was tested in Fiscal Year
Continue.

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2014‐15. These audits found discriminatory
treatment at 1 out of 10 properties tested in
Livermore. ECHO provided the landlords of
these properties with training and
information regarding disability laws and
tenant/landlord rights and responsibilities. In
addition, ECHO offered free fair housing
training to the owners and managers of the
rental properties tested during the Fiscal Year
2010-11 audit and the Fiscal Year 2019 -20
audit.

Work with Livermore Housing Authority and partner
organizations to identify landlords in need of assistance with making modifications for persons with di sabilities within the Section 8 program.

Timeframe: Ongoing; as project opportunities
occur
Responsible Agency: Community & Economic Development
Department
Funding: CDBG, HOME, and Affordable Housing
Fund
Quantified Objectives: n/a
This program is ongoing. Continue.

GOAL 6: REGIONAL COOPERATION TO ADDRESS HOUSING NEEDS
Policy 6.1: Foster regional cooperation and partnerships to address regional housing issues related to affordability, homelessness, and special housing needs.

Program 6.1.1 Tri-Valley Affordable Housing Committee
Continue to participate in Tri -Valley Affordable Housing Committee to identify regional housing issues and to develop multi-jurisdictional approaches to solving affordable housing problems.

Timeframe: Ongoing, quarterly
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Two Livermore City
councilmember are members of the Tri -
Valley Affordable Housing Committee, and
the City also provides a staff liaison to the
committee, who regularly attended the
quarterly meetings.

Continue.

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Program 6.1.2 Emergency, Transitional, and Supportive Housing Services Continue to coordinate with other local jurisdictions to provide for the acquisition, rehabilitation, and operation of emergency housing for families.
• Support the Tri -Valley Haven in providing outreach,
social services, and referrals to people with disabilities, survivors of domestic violence, and homeless or those at risk of being homeless.

Timeframe: Ongoing; through annual Housing &
Human Services Grant allocation
process
Responsible Agency: Community & Economic Development
Department
Funding: CDBG, HOME, Section 108
Quantified Objectives: n/a
This program is ongoing. During the planning
period, the City allocated $176,000 from the
Affordable Housing Fund and Social
Opportunity Endowment fund to Tri -Valley
Haven, which served 971 people.

Continue.

Pursue opportunities to secure joint funding with neighboring and local jurisdictions to aid homeless and at-risk households.

Timeframe: In 2015, and annually as opportunities
arise
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. In June of 2018, the
cities awarded submitted a regional
application and were awarded funds to
contract with CityServe of the Tri -Valley to
provide crisis intervention to unsheltered
homeless individuals and families. In Fiscal
Year 2019 -20 the City allo cated $268,883 in
Homeless Emergency Aid Program (HEAP)
funds to CityServe for Crisis Stabilization and
rental services in the Tri-Valley.

Continue.

Assist in implementing the County -wide Homeless and Special Needs Housing Plan “EveryOne Home”.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City represented
the Tri -Valley and is a part of the Everyone
Home Leadership Board. The board provides
all direction for implementing the Everyone
Home Coordinated Entry System (CES). The
City worked closely with the Tri -Valley
Housing Resource Center (HRC) and Abode
Services. The HRC offic es are located in the
City's Multi Service Center. In addition, the
City provided funding for outreach and case
management to support the CES.

Amend and continue.

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Maintain membership in the HOPE Partnership, which oversees the HOPE Mobile Services Unit.

Timeframe: Ongoing; through annual Housing &
Human Services Grant allocation
process
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The Hope Mobile
provided services every Friday for
unsheltered residents.

Amend and continue.

Work with local and regional organizations such as Tri -Valley REACH to provide information on housing and services available for persons with disabilities, including developmental disabilities. • Provide information through the City’s website and at the Multi-service Center.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. In 2019, City staff
worked with Tri‐Valley REACH to acquire two
City-owned, single-family homes, resulting in
the creation of housing for six separate
households with physical and
developmental disabilities. In 2020, staff
worked with Tri -Valley REACH to expand a
single-family home, resulting in the creation
an additional shared housing opportunity for
persons with physical and developmental
disabilities.

Amend and continue.

Program 6.1.3 Regional Home Ownership Education and Counseling Continue to cooperate with Tri -Valley cities to support locally accessible home ownership counseling and foreclosure
intervention services through regional and local agencies such as the Tri-Valley Housing Opportunity Center (TVHOC).

Timeframe: Ongoing; through monthly services
agreement with TVHOC
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City provided
various support to ECHO Housing
Opportunity Center to help educate and
prepare households for homeownership.

During the planning period, ECHO provided
56 workshops and man y counseling sessions
to Livermore residents.

Delete.

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GOAL 7: ENERGY EFFICIENCY
Policy 7.1: Promote the use of energy conservation features in the design and siting of new residential structures and in the retrofit of existing residential units.

Program 7.1.1 Green Building
Continue to enforce State Energy Code when reviewing
construction plans submitted in order to obtain building permits.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The Building Division
continued to implement State Energy Code
requirements as part of the plan check
process to obtain building permits. This
includes Part 11, California Green Building
Standards Code ("CALGreen"), which was
last updated in January 2020.

Continue.

Encourage developers to exceed the minimum green building point requirement by:
• Maintaining and regularly updating the Green Building Resource Center and the City’s website
Timeframe: Annually and/or as needed
• Providing one on -one-consultation with certified or
accredited staff to assist with project design and
incorporating green building measures
Timeframe: Ongoing, as requested
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. Building Division staff
were available to meet with project
applicants to discuss green building
measures over the counter at the Permit
Center or by appointment.

Continue.

As part of the Housing Implementation Program (HIP), require applicants to ei ther: 1) provide a photovoltaic system(s) that generates a minimum of 10% of the total anticipated energy demand of the project, or 2) achieve Tier 2 California Green Building Code Energy Conservation Compliance for the entire project.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
The 2014-2016 HIP required minimum energy
efficiency measures in order to qualify for
allocations. The 2017-2019 HIP did not include
this requirement because the CALGreen
standards now automatically apply to
address energy efficiency. Additionally,
2017-2019 was the City's last HIP cycle for the
foreseeable future.

Delete.

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Program 7.1.2 Climate Action Plan
Implement Climate Action Plan to reduce energy use and
emissions associated with residential development.

Timeframe: Ongoing
Responsible Agency: Community & Economic Development
Department
Funding: General Fund
Quantified Objectives: n/a
This program is ongoing. The City
implemented its existing Climate Action Plan,
which was adopted in 2012. The City
anticipates adopting an update to the plan
in 2022
Continue.

Note:
* Staff looks out for funding opportunities on a daily basis. For example, our subscription to the California Office of Planning Research (OPR) list serves made us aware of the Strategic Growth Council’s Affordable Housing and Sustainable Communities Program. Other sources that staff monitors on at least a monthly basis include: Alameda County Housing and Community Development Department, State Housing and Community Development Department (HCD) Office of Financial Assistance, and federal sources through outreach to Congressional district staff. ** Staff sends out Requests for Proposals (RFPs) for partnerships as City-owned site development opportunities arise and as projects propose support from the City’s Affordable Housing Fund. Staff also communicates with developers and housing services providers via participation in community-based and regional committees to address housing needs.

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ORANGE COUNTY • BAY AREA • SACRAMENTO • CENTRAL COAST • LOS ANGELES • INLAND EMPIRE 2040 Bancroft Way, Suite 400
Berkeley, California 94704
t 510.848.3815
www.placeworks.com
ATTACHMENT 1
546

CITY COUNCIL STAFF REPORT
ITEM NO. 6.3

DATE:

May 23, 2022
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Community Development Director
SUBJECT:

Resolution authorizing execution of an Amended and Restated Disposition, Development and Loan Agreement ("DDLA") with Eden Housing, Inc. for development of the Downtown Multi-family Housing Site, and authorizing the City Manager to execute the documents, agreements and specific authorities described in the DDLA.

RECOMMENDED ACTION

Staff recommends City Council adopt resolutions:
1 .

Declaring that Parcel 1 of Tract Map 8574 (APN 098- 0289-22) is exempt from the Surplus Land Act as defined in Government Code Section54234(a)(1);
2 .

Finding the Amended and Restated Disposition, Development and Loan Agreement with Eden Housing, Inc. for Development of the Downtown Multi-family Housing Site (a portion of APN 098- 0289-022-0) is within the scope of the Specific Plan EIR, dated February 9, 2004 (SCH No.:
2003032038), the Specific Plan Subsequent EIR, dated March 30, 2009 (SCH No.: 2008092085), and the Specific Plan Subsequent EIR Addenda 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; and
3 .

Authorizing the City Manager to execute the Amended and Restated Disposition, Development and Loan Agreement, and granting the authority to execute the final documents and agreements referenced in the DDLA, as well as the specific delegations of authority set forth in the DDLA.

SUMMARY
In November 2018, the City Council authorized the City Manager to execute a Disposition, Development and Loan Agreement (DDLA) with Eden for development of the Downtown affordable workforce housing project in conformance with the Downtown Plan. The DDLA was subsequently amended in May 2021.

Staff recommends City Council approve an Amended and Restated DDLA with Eden, which proposes several modifications and additions that will facilitate the development process. Some of these modifications include: allowing for an earlier transfer of the Property to Eden in its current undivided configuration; the City’s retention of air rights above the project to address newly adopted State legislation AB 721; and, enumerating several key financial commitments and agreements that would be 547
under the authority of the City Manager to execute. In addition, the Schedule of Performance would be extended to accommodate the CEQA litigation filed against the project.

DISCUSSION
Background

In May 2018, staff issued a Request for Qualifications (RFQ) to identify a qualified developer for the 130- unit, affordable workforce housing component of the City’s Downtown Core Plan. Staff reviewed and evaluated developer qualifications and selected Eden Housing, Inc., (Eden) based on their experience building and managing similar housing projects, capability in securing financing, and ability to address project goals stated in the RFQ and integrate with other Downtown Plan components.

In November 2018, the City Council authorized the City Manager to execute a Disposition, Development and Loan Agreement (DDLA) with Eden for development of the Downtown residential uses in conformance with the Downtown Plan. The DDLA also provided Eden with $500,000 in City Affordable Housing Trust Funds to complete predevelopment work, design the project, and secure necessary entitlements, such as design review approval.

In February 2020, Eden successfully secured $14.4 million from Alameda County’s A1 Bond Fund.

Qualification for the funds relied upon the City’s control of the site and commitment to use the land for affordable housing.

On May 24, 2021, City Council approved the Downtown Design Review application and Vesting Tentative Parcel Map for Eden’s Downtown Livermore Apartments. The project consists of 130-units of multi-family housing within two buildings (North and South) and an approximately 31,200 square foot public park, “Veterans Park”, that will span the area between the North and South buildings. Units will range in size from one - three bedrooms. Tenant facilities within the building will include laundry and computer rooms, an outdoor deck, children’s play area and bike room. City Council adopted resolutions finding the Project exempt from the provisions of the California Environmental Quality Act (CEQA), approving the Project, and authorizing the City Manager to execute a First Amendment to the Disposition Development and Loan Agreement with Eden Housing, Inc. The First Amendment to DDLA updated the Schedule of Performance and outlined certain development obligations regarding Emergency Vehicle Access (EVA) and Veterans Park.

On June 24, 2021, a Petition for Writ of Mandate was filed by Save Livermore Downtown challenging the City’s CEQA determination (the “Litigation”). On February 14, 2022, the Court entered judgment denying the petition for Writ of Mandate with prejudice. On April 13, 2022, a further appeal was filed by Save Livermore Downtown. The case is currently still pending.

In July 2021, Eden submitted a successful application for highly competitive tax credit financing to the State of California Tax Credit Allocation Committee ("TCAC"), but later had to decline that funding due to delays caused by the Litigation. Both the A1 Bond Funds and tax credit financing are critical to constructing the affordable housing project. The County has expressed support for the project and provided an extension of funding through February 2023.

Concurrently, staff has continued to make significant progress on key projects that advance the development goals of the Downtown Plan including: approval from the San Francisco Bay Area Regional 548
Water Quality Board for environmental remediation around the downtown sites; community outreach on designs for Veterans Park; and, the design and entitlement of the L Street public parking garage. Staff is working in coordination with all partners to ensure continuous progress on these project timelines to support implementation of the housing, cultural arts and science education facilities.

Proposed for Council’s consideration is an Amended and Restated Disposition, Development and Loan Agreement which includes several changes to the original agreement that memorialize the City’s support in key areas. It also expedites implementation by authorizing the City Manager to execute financial commitments and agreements consistent with this agreement and all other City Council approvals.

Delegation of this authority would reduce or eliminate the need for future Council review unless those commitments exceeded specific limits. The DDLA also revises the Schedule of Performance and establishes a reasonable timeframe for Eden to secure project financing with a tolling of the schedule to accommodate the Litigation process.

Site Disposition

The original DDLA authorized transfer of the Property to occur at the close of project construction financing. The Amended and Restated DDLA allows Eden to take ownership of the site in its current, undivided configuration, once certain pre-conditions are met. It would further authorize the City Manager to execute any documents necessary to facilitate the disposition in accordance with the terms incorporated. A provision is also added to ensure that the City can repossess title to the Property if Eden should default on the Schedule of Performance. Transferring the site would allow Eden to access sources of predevelopment funding that must be secured through ownership of the site, such as the County A1 funds. This would bring in an additional opportunity for Eden to leverage funding for the project which could decrease any future contributions needed by Eden for the project.

Revesting to City

If Eden defaults on the Schedule of Performance prior to securing construction financing, the Property will be subject to repossession with title to be revested with the City. As part of the revesting, the City would forgive its $500,000 predevelopment loan and repay other predevelopment loans secured to the Property. The City would then locate another developer to assume a new seller take back loan and develop a project in compliance with the affordability covenants recorded on the property.

If the City defaults or were to pursue other legislative action pertaining to the land use which prevents the project from occurring, the City would be responsible for compensating Eden and reimbursing Eden’s staff time, development and legal expenses not included in the predevelopment loans in an amount of $2,300,000.

To date, Eden has spent approximately $1,500,000 of its own funding on predevelopment expenses and $650,000 in staff costs. This provision would allow Eden to be made whole financially if they were unable to move forward due to the City’s actions. Repossessing the Property for any other purpose than affordable housing would be subject to challenge under the State’s Housing Accountability Act and would violate other State funding and regulatory restrictions that were pledged for the site. In addition, the City’s Affordable Housing Trust Fund would need to be repaid out of non-housing funds for at least the value of the site, currently $7,800,000.

Conditions Prior to Transfer
549

The DDLA sets forth certain conditions that must occur prior to Eden taking ownership of the Property.

As part of those conditions, Eden would be required to enter into a temporary parking lease to preserve the public parking spaces on site until the housing project is ready to begin construction. The proposed lease would be “triple net” which means that the City would maintain the cost of operating those spaces and pay for any property taxes, local assessments, insurance and maintenance during the term. The DDLA authorizes the City Manager to execute a lease for reimbursement of those expenses in an amount not-to-exceed $120,000 per year. The construction of the L Street garage is scheduled to begin in November 2022 and be complete in March 2024, therefore staff does not expect any impact on the availability of public parking.

Staff is working on final environmental approvals and clearances with all necessary agencies. The transfer would also be conditioned upon completion of the remaining environmental studies and agreements, including: 1) the Federal Environmental Assessment (“NEPA”) review for the HUD Section 8 Project Based Voucher funding; 2) approval of a Site Management Plan (“SMP”) by the San Francisco Bay Regional Water Quality Control Board and; 3) the City and Eden entering into an indemnity and cooperation agreement to assign duties and responsibilities under the approved Site Management Plan.

The indemnity agreement will separate the pre- and post-construction responsibilities described in the SMP between the City and Eden. Under the DDLA, the City Manager would be authorized to negotiate and obligate the City for an amount not-to-exceed $4,300,000 through that agreement without additional City Council approval. The not-to-exceed reimbursement limit is based on a conservative estimate that includes all vapor mitigation and site work for the Property that was submitted by the City for a grant from the Department of Toxic Substances Control ("DTSC"). If awarded, these funds could be applied towards the City's obligations for the project.

Retention of Air Rights

On January 1, 2022, AB 721 went into effect which creates a process for owners of affordable housing projects to render unenforceable covenants in deeds, contracts and other instruments that restrict the number, size and location of units that can be built on public or private property. The current DDLA in place between the City and Eden restricts the number of units to 130.

Eden has assured staff that it will not seek regulatory relief under AB 721. Eden has contributed significant amounts of its own funding and staff time to obtain entitlements and secure a County A1 funding commitment for the 130-unit project. An action to unilaterally change its obligations under the DDLA would jeopardize project funding and future opportunities to partner with the City. However, staff recommends the City adopt a strategy to mitigate the potential for issues created through AB 721 by retaining the air rights above the future housing parcels. This strategy would essentially limit additional units by precluding Eden or any future owner from developing the air space above the entitled project height in the future. As proposed in the DDLA, Eden will work with the City to incorporate the air rights above the housing parcels into the Veterans Park Parcel.

Veterans Park Construction

In March 2022, upon recommendation of Congressmember Eric Swalwell, Eden was awarded $1,000,000 towards Veterans Park. The Amended and Restated DDLA designates Eden as the construction manager for Veterans Park in accordance with the City’s design and plan specifications. 550
The City would be responsible for providing a budget, minus any grant funding received by Eden. The DDLA directs the future negotiation of a construction management contract with Eden with a limit not-to- exceed $5,500,000 under the City Manager’s approval authority. This is a conservative estimate based on construction costs for Stockmen’s Park and Livermorium Plaza. The benefits of retaining Eden as the construction manager include the opportunity to maximize coordination between the projects and efficiently use staff and grant resources.

L Street Parking Lease

As a project Condition of Approval, Eden was permitted 16 reserved parking spaces for residents in the L Street garage and an additional 13 unreserved spaces for guests. Eden would be responsible for contributing to the City’s operating costs in an amount of $300 per reserved resident space in the first year, with a 2.5% annual escalator for a 55-year term from the time the housing development is complete. The DDLA sets forth the broad terms of the lease of those spaces by Eden and allows the City Manager to approve a future parking lease agreement.

Development Timeline

As proposed, the revised Schedule of Development moves the housing project development timeline forward pending the conclusion of the Litigation. Eden has already submitted a request to toll the timing of the Vesting Tentative Parcel Map for the Litigation.

Upon approval of the DDLA, staff would work with Eden to complete the pre-conditions for transfer of the Property. Clearance of the environmental conditions rely on the timely responses of other agencies and is anticipated to complete in mid-July. Transfer of the Property is estimated to occur in late August.

The schedule sets a deadline for Eden to secure all financing within approximately two (2) years once they are able to move forward with the development. Competitive applications for tax credit funding are typically accepted twice a year, in March and July. Eden will need to apply for other funding to position the project to be highly competitive in future rounds.

Within six (6) months of all funding commitments, Eden will seek approval of a Final Map to separate the parcels. Soon thereafter and concurrent with the closing of financing to start construction, Eden would dedicate the park parcel and air rights back to the City. This would occur within nine (9) months of all financing commitments. Construction of the housing project and Veterans Park will be coordinated by Eden.

FISCAL AND ADMINISTRATIVE IMPACTS
If approved, at the time of Property transfer, the City will provide a Seller Take-Back loan to Eden, representing the appraised value of the Property, in the amount of $7,800,000. Terms are 3% simple interest with annual payments due from a pro rata share (e.g., shared with other public lenders) of residual cash after all operating expenses and debt are paid on the project, from the time of conversion to permanent financing.

As a condition of the transfer, Eden would be required to enter into a temporary lease back of the Property to maintain public parking on site. The City would pay for all taxes, insurance and maintenance 551
expenses on the property with an annual cap not-to-exceed $120,000 per year plus a three percent (3%) escalator. The Term of the lease is dependent on the construction schedule for the housing project. The City has already appropriated a sufficient amount of General Funds in the downtown property management budget for this purpose.

The DDLA also sets forth future financial commitments from the City which will be negotiated in detail under the authority of the City Manager. All of these project items were anticipated under the previous DDLA and do not add to the scope or cost of obligations already assumed by the City, but were not identified with specific costs. In some instances, the cost impact to the City could be decreased where Eden is able to leverage additional funds for these items. The following items would be budgeted within future CIPs with funds to be determined through that process:
•
Veterans Park Construction not-to-exceed $5,500,000. It should be assumed that the grant funds are conditioned upon completion of the housing project.
• Indemnity and Cooperation Agreement not-to-exceed $4,300,000. The City's contribution would be based on a number of factors including the amount of grant funds awarded by the Department of Toxic Substances Control (DTSC) and the scope of work required in the site management plan. The contribution is likely to be significantly lower than the full grant request to DTSC.

ATTACHMENTS

1. Resolution - Surplus Land

2. Resolution - CEQA and Agreement

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

Prepared by: Fran Reisner
Housing Programs Manager

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
552

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION DECLARING THAT A CITY-OWNED PARCEL IS EXEMPT SURPLUS LAND PURSUANT TO GOVERNMENT CODE SECTION 54234(a)(1) The City of Livermore (“City”) is the owner in fee simple of a parcel of land; Parcel 1 of Tract Map 8574 (APN 098- 0289-22), hereinafter the “Undivided Parcel”.

Upon dissolution of the Livermore Redevelopment Agency, the Undivided Parcel was identified as a housing asset in the Long Range Property Management Plan, which was approved by the Livermore Successor Agency Oversight Board and California Department of Finance, and was transferred to the City as the Housing Successor to the Livermore Redevelopment Agency.

On February 9, 2004, the City Council certified the General Plan and Downtown Specific Plan Environmental Impact Report (“Specific Plan EIR”) (SCH No.: 2003032038).

On March 30, 2009, the City Council certified the Downtown Specific Plan Amendments and Regional Performing Arts Theater Subsequent Environmental Impact Report (“Specific Plan Subsequent EIR”) (SCH No.: 2008092085).

On September 10, 2018, May 13, 2019, and October 26, 2020, the City Council adopted addenda to the Downtown Specific Plan Subsequent Environmental Impact Report by Resolution Nos: 2018-153, 2019-064, and 2020-178.

On January 29, 2018, the City Council approved a plan for the Downtown Core, which included an affordable, multi-family, “workforce” housing development and a public park on the Undivided Parcel.

On November 27, 2018, the City entered into a Disposition, Development and Loan Agreement (“DDLA”) with Eden Housing, Inc., to establish the terms for developing a 130- unit affordable, “workforce”, rental housing development (the “Project”) in conjunction with a community park (“Veterans Park”), to be integrated with other community facilities within the Downtown Core Plan. The DDLA was amended, based on Council authorization, on May 26, 2021, and has remained in effect since its original execution.

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 and found the disposition to be consistent with the General Plan in accordance with Government Code section 65402 (Resolution 28-18). The 3.8 acre property evaluated for this finding included the Undivided Parcel.

Section 54234(a)(1) of the Surplus Land Act, and the California Department of Housing and Community Development’s Surplus Land Act Guidelines, state that if a local 553
agency, as of September 30, 2019, has entered into an agreement to dispose of property, and the disposition of the property is completed by December 31, 2022, the local agency is exempt from Articles II and III of the Surplus Land Act Guidelines.

Section 54234(b)(1) of the Surplus Land Act, and the California Department of Housing and Community Development’s Surplus Land Act Guidelines, state that if a property was designated in a Long Range Property Management Plan, and the City has entered into an agreement to dispose of the property before December 31, 2020, and the disposition of the property is completed by December 31, 2022, the local agency is exempt from Articles II and III of the Surplus Land Act Guidelines.

The Undivided Parcel was designated as a housing asset in the Long Range Property Management Plan. The City entered into an agreement to dispose of property, the DDLA, with Eden Housing, Inc. on November 27, 2018, and that agreement has remained in effect, as amended, since the time of the initial agreement. The City is now entering into an Amended and Restated Disposition, Development and Loan Agreement to dispose of property by September 30, 2022, which is in advance of the December 31, 2022 deadline established by Government Code sections 54234(a)(1), (b(1).

For the reasons stated above, the conveyance of Undivided Property is exempt from the Surplus Land Act in accordance with Government Code section54234(a)(1) and 54234(b)(1).

On May 17, 2022, the City notified the California Department of Housing and Community Development (“HCD”) that it determined that the Undivided Property (Parcel 1 of Tract Map 8574 (APN 098- 0289-22) was exempt from the Surplus Land Act and supported such determination with written findings.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore finds that the Amended and Restated Disposition, Development and Loan Agreement with Eden Housing, Inc. is within the scope of the Specific Plan EIR, dated February 9, 2004 (SCH No.: 2003032038), the Specific Plan Subsequent EIR, dated March 30, 2009 (SCH No.: 2008092085), and the Specific Plan Subsequent EIR Addenda 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.

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.

The DDLA is also exempt from the provisions of CEQA pursuant to CEQA Guidelines Sections 15182 (c), 15332, 15304 (a)(b) and 15308 and none of the exceptions to the categorical exemptions in CEQA Guidelines Section 15300.2 apply, as 554
described in the Eden Housing Project resolution, dated May 26, 2021 (Resolution 2021- 071).

BE IT FURTHER RESOLVED that the Undivided Parcel, consisting of Parcel 1 of Tract Map 8574 (APN 098- 0289-22) is exempt surplus land as defined in Government Code section 54234(a)(1) and section 54234(b)(1) . The Undivided Parcel is included in the City’s Long Range Property Management Plan. The City and Eden Housing, Inc. entered into a legally binding agreement to dispose of property prior to September 30, 2019, and the sale will be completed prior to December 31, 2022.

On motion of Council Member ______________, seconded by Council Member_________ , the foregoing resolution was passed and adopted on May 23, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Kelly Trujillo
Marie Weber Kelly Trujillo
City Clerk Assistant City Attorney
555
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
(“DDLA”) WITH EDEN HOUSING, INC. FOR DEVELOPMENT OF THE

DOWNTOWN MULTI-FAMILY HOUSING SITE
(APN 098-0289-022-00)
On February 9, 2004, the City Council certified the General Plan and Downtown Specific Plan Environmental Impact Report (“Specific Plan EIR”) (SCH No.:
2003032038).

On March 30, 2009, the City Council certified the Downtown Specific Plan Amendments and Regional Performing Arts Theater Subsequent Environmental Impact Report (“Specific Plan Subsequent EIR”) (SCH No.: 2008092085).

On September 10, 2018, May 13, 2019, and October 26, 2020, the City Council adopted addenda to the Downtown Specific Plan Subsequent Environmental Impact Report by Resolution Nos: 2018-153, 2019-064, and 2020-178.

On November 27, 2018, the City of Livermore (“City”) and Eden Housing, Inc. (“Eden”) entered into a Disposition, Development and Loan Agreement (“DDLA”) with respect to the approximately 2.0-acre City owned site for the 130-unit, affordable, multi- family, “workforce” housing component of the Downtown Plan.

On May 26, 2021, the City and Eden entered into a First Amendment to the DDLA to define the development and financial obligations for Veteran’s Park, allow for reimbursement by City to Developer for certain emergency vehicle access road improvements adjacent to the Project, and to update the entitlement, financing, and development timeline in the Schedule of Development.

On June 24, 2021, a Petition for Writ of Mandate was filed by Save Livermore Downtown, challenging the City’s CEQA determination (the “Litigation”). On February 14, 2022, the Court entered judgment denying the Petition for Writ of Mandate with prejudice. On April 13, 2022, a further appeal was filed by Save Livermore Downtown.

The case is currently still pending.

Now, the City and Eden desire to enter into an Amended and Restated DDLA and make several modifications and additions that will facilitate the development process, enumerate specific financial contributions and agreements that would be under the authority of the City Manager to execute, and modify the Schedule of Performance to extend the time period for Eden to complete development of the project in light of the pending Litigation.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore finds that the Amended and Restated Disposition, Development and Loan 556
RESOLUTION NO. ________
Agreement with Eden Housing, Inc. is within the scope of the Specific Plan EIR, dated February 9, 2004 (SCH No.: 2003032038), the Specific Plan Subsequent EIR, dated March 30, 2009 (SCH No.: 2008092085), and the Specific Plan Subsequent EIR Addenda 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.

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.

The DDLA is also exempt from the provisions of CEQA pursuant to CEQA Guidelines Sections 15182 (c), 15332, 15304 (a)(b) and 15308 and none of the exceptions to the categorical exemptions in CEQA Guidelines Section 15300.2 apply, as described in the Eden Housing Project resolution, dated May 26, 2021 (Resolution 2021-071).

BE IT FURTHER RESOLVED by the City Council of the City of Livermore that the City Manager is authorized to execute the Amended and Restated Disposition, Development and Loan Agreement, attached hereto as Exhibit A, and is granted the authority to execute the final documents and agreements referenced in the Agreement and other related documents to implement the intent and terms of the Agreement, as well as the specific delegations of authority set forth in the Agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on May 23, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Kelly Trujillo
Marie Weber Kelly Trujillo
City Clerk Assistant City Attorney
Exhibit A – Amended and Restated Disposition, Development, and Loan Agreement 557

AMENDED AND RESTATED

DISPOSITION AND DEVELOPMENT AND LOAN AGREEMENT
by a
nd between
CIT

Y OF LIVERMORE
an
d
E
DEN HOUSING, INC.

May 24, 2022
P
rior Agreements:

1. Disposition and Development Agreement, dated November 27 , 2018, approved by City Council Resolution No. 2018-197.

2. F
irst Amendment to the DDLA, dated May 26, 2021 approved by City Council Resolution No. 2021-073.

EXHIBIT A
558
304\
23\2328437.1 i

TA BLE OF CONTENTS
A
RTICLE 1. SUBJECT OF THE AGREEMENT 3
Section 1.1 Purpose of this Agreement 3
Section 1.2 Parties to the Agreement 4
ARTICLE 2. DEFINITIONS 4
Section 2.1 Definitions 4
Section 2.2 Exhibits 10
ARTICLE 3. CITY FINANCIAL ASSISTANCE 11
Section 3.1 Predevelopment Loan 11
Section 3.2 Acquisition Loan 12
Section 3.3 Development Loan/Contribution 15
Section 3.4 Financing for EVA Improvements 15
Section 3.5 Construction and Financing for Veterans Park Improvements 15 ARTICLE 4. PREDISPOSITION REQUIREMENTS 16
Section 4.1 City’s Conditions Precedent to Close of Escrow 16 Section 4.2 Financing Commitment 16
Section 4.3 City Approvals 16
Section 4.4 Organizational Documents 16
Section 4.5 Federal Environmental Review and Clearance 16 Section 4.6 Insurance 17
Section 4.7 Time Extensions 17
Section 4.8 Lease Back of the Undivided Parcel 17
ARTICLE 5. DISPOSITION OF THE UNDIVIDED PARCEL 17
Section 5.1 Purchase and Sale 18
Section 5.2 Purchase Price 18
Section 5.3 Opening Escrow 18
Section 5.4 Additional Closing Conditions 18
Section 5.5 Deposit of Documents 19
Section 5.6 Close of Escrow 19

EXHIBIT A
559
304\
23\2328437.1 ii
Section 5.7 Additional Escrow Instructions 20
Section 5.8 Condition of Title to the Property 20
Section 5.9 Condition of the Property 20
Section 5.10 Inspections; Condition of Site 22
Section 5.11 Right of Entry 22
Section 5.12 Real Estate Commissions 23
ARTICLE 6. HAZARDOUS MATERIALS REPRESENTATIONS 23
Section 6.1 Existing Hazardous Materials 23
Section 6.2 Indemnification and Cooperation 24
ARTICLE 7. DESIGN REQUIREMENTS 25
Section 7.1 Project Design 25
Section 7.2 Additional Permits and Approvals 25
Section 7.3 City Review 25
ARTICLE 8. PRE-CONSTRUCTION AND CONSTRUCTION OF THE IMPROVEMENTS 25 Section 8.1 Commencement of Construction 25
Section 8.2 Completion of Construction 25
Section 8.3 Construction Pursuant to Scope and Plans 26 Section 8.4 Mechanics' Liens 26
Section 8.5 Compliance with Applicable Law 26
Section 8.6 Progress Reports 28
Section 8.7 Entry by City 28
Section 8.8 Non-Discrimination During Construction; Equal Opportunity. 28 Section 8.9 Insurance Requirements 29
Section 8.10 Dedication of Veterans Park Parcel 29
Section 8.11 Reserved Parking for the Project's Residents 29 ARTICLE 9. OBLIGATIONS WHICH CONTINUE THROUGH AND BEYOND THE COMPLETION OF CONSTRUCTION 30
Section 9.1 Affordable Housing Use 30
Section 9.2 Downtown Landscape Maintenance District 30 Section 9.3 Maintenance 30

EXHIBIT A
560
304\
23\2328437.1 iii
Section 9.4 Developer To Indemnify City 30
Section 9.5 Hazardous Materials 31
Section 9.6 Non-Discrimination 33
ARTICLE 10. ASSIGNMENT AND TRANSFERS 33
Section 10.1 Definitions 33
Section 10.2 Purpose of Restrictions on Transfer 34
Section 10.3 Prohibited Transfers 34
Section 10.4 Permitted Transfers 34
Section 10.5 Effectuation of Permitted Transfers 35
ARTICLE 11. SECURITY FINANCING AND RIGHTS OF HOLDERS 36 Section 11.1 No Encumbrances Except for Development Purposes 36 Section 11.2 Holder Not Obligated to Construct 36
Section 11.3 Notice of Default and Right to Cure 36
Section 11.4 Cure of Developer Defaults 37
Section 11.5 Failure of Holder to Complete Development 38 Section 11.6 Right of City to Cure 38
Section 11.7 Right of City to Satisfy Other Liens 39
Section 11.8 Holder to be Notified 39
Section 11.9 Modifications 39
ARTICLE 12. DEFAULT AND REMEDIES 39
Section 12.1 Application of Remedies 39
Section 12.2 Fault of City 39
Section 12.3 Fault of Developer 40
Section 12.4 Right of Reverter 430
Section 12.5 Damages 431
Section 12.6 Rights and Remedies Cumulative 42
Section 12.7 Survival 42
ARTICLE 13. GENERAL PROVISIONS 43
Section 13.1 Identity of Developer 43
Section 13.2 Notices, Demands and Communications 44

EXHIBIT A
561
304\
23\2328437.1 iv
Section 13.3 Non-Liability of Officials, Employees and Agents 45 Section 13.4 Enforced Delay 45
Section 13.5 Intentionally Omitted 45
Section 13.6 Inspection of Books and Records 46
Section 13.7 Title of Parts and Sections 46
Section 13.8 Applicable Law 46
Section 13.9 Severability 46
Section 13.10 Legal Actions 46
Section 13.11 Binding Upon Successors; Covenants to Run With Land 46 Section 13.12 Parties Not Co-Venturers 46
Section 13.13 Entire Understanding of the Parties 46
Section 13.14 Counterparts 47
Section 13.15 Amendments 47
Section 13.16 Recordation of Memo of DDLA 47
Section 13.17 Standard of Approval 47
Section 13.18 Effectiveness of Agreement 47
Section 13.19 Delegation of Authority to City Manager 46

EXHIBIT A
562
1 AMENDED AND RESTATED
DIS

POSITION AND DEVELOPMENT AND LOAN AGREEMENT
T

HIS AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AND LOAN AGREEMENT (this "Agreement") is made as of May 24, 2022, by and between the City of Livermore, a municipal corporation (the "City"), and Eden Housing , Inc. a California public benefit corporation (the "Developer"), with reference to the following facts, purposes, and understandings.

R

ECITALS
A. T
hese Recitals refer to and utilize certain capitalized terms that are defined in Article 2 and various other areas of this Agreement. The Parties intend to refer to those definitions in connection with their use in these Recitals.

B. C
ity is the owner of a certain property that is approximately 5.5 acres, bound by Railroad Avenue, Livermore Avenue, First Street, and L Street. This property is commonly referred to as the “Livermore Village Site”.

C. I
n 2008, the former Redevelopment Agency acquired the Livermore Village Site from Livermore Village I, LLC for approximately $10,100,000 from City inclusionary housing funds (Fund 611) . A portion of this amount was refinanced using a loan from the State Residential Development Loan Program, which required a deed restriction on the property to require low-income and moderate -income housing units be developed on the property. Both of these sources restrict the use of the site to a residential development with an affordable component. In 2010 the Livermore Village Site was subdivided into three parcels for the purpose of separate public community uses, private community uses , and housing. Upon dissolution of the Livermore Redevelopment Agency , the Undivided Parcel was identified as a housing asset in the Long Range Property Management Plan, which was approved by the Livermore Successor Agency Oversight Board and California Department of Finance, and was transferred to the City as the Housing Successor to the Livermore Redevelopment Agency.

D. O
n January 29, 2018, the City Council approved the development of the Livermore Village Site to include a public park, up to 130 units of workforce housi ng, a science center, a black box theater, and retail space.

E. T
he City selected Eden Housing, Inc. as the Developer of the Undivided Parcel through a Request for Qualifications to develop the Undivided Parcel , more particularly described in Exhibit A, attached hereto. Through a competitive process in response to the City’s goals and objectives for the Undivided Parcel , the Developer proposed to develop low-income and workforce housing on the Property.

F. T
he Developer obtained Entitlements from the City to construct the Project consistent of workforce housing, which will be comprised of up to 130 units of non-age restricted, multi-family rental housing over two phases of development, which will be affordable

EXHIBIT A
563

2 for households with a range of incomes no greater than 110% of Area Median Income for Alameda County, on the Property.

G. On May 24, 2021, Developer obtained approval from the City for Vesting Tentative Parcel Map No. 11186 on behalf of the City for recordation of the Parcel Map in the Official Records of Alameda County (the “Tentative Map”), subdividing the Undivided Parcel into the following three parcels: (i) Parcel 1, as shown on the Tentative Map (the “ Housing Parcel North”); (ii) Parcel 2, as shown on the Tentative Map (the “Veterans Park Parcel”); and (iii) Parcel 3, as shown on the Tentative Map (the “Housing Parcel South”). Parcels 1 and 3 are also referred to collectively as the Property and more fully depicted in Exhibit M, attached hereto and Parcel 2 is more fully depicted in Exhibit N , attached hereto.

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. Upon satisfaction of the conditions precedent set forth in this Agreement, City will convey the Undivided Parcel to Developer upon the terms and conditions set forth herein, and City will provide a loan to assist in financing Developer’s acquisition of the Property. City has additionally provide d a predevelopment loan to the Developer in an amount up to Five Hundred Thousand Dollars ($500,000) (the “Predevelopment Loan”) that help ed finance the initial predevelopment and expenses necessary to assess and determine the final scope of development and obtain entitlements to develop the Project. Cit y and Developer agree that City may, but is not obligated to, provide a future development loan and/or other financial contribution to fund development and/or operations of the Project in an amount that will be determined through the activities provided for herein. Approval of any future development loan amounts shall be subject to approval of a final financing plan by the City and the timely submittal of items described in this Agreement .

J. Developer intends to assign this Agreement and the obligations contained herein to its Affiliate DTLM, L.P. (“Housing North Developer ”) to develop the Housing Parcel North with 79 affordable units (the “Housing North Phase”) and to thereafter assign a portion of this Agreement its Affiliate DTLM South, L.P. (the “Housing South Developer”) , which will develop the Housing Parcel South with 51 affordable units (the “Housing South Phase ”), as more particularly described herein .

K. T
he City and Developer intend to continue in good faith discussions and negotiations of the Project Objectives attached hereto as Exhibit B. To facilitate development of a public park on the Veterans Park Parcel, the Developer will dedicate that Parcel back to the City upon the closing of construction financing for the first phase of the Project and in accordance with the Schedule of Performance .

L. Pursuant to CEQA, the City (in its capacity as "lead agency") approved on September 10, 2018 an Addendum to the Downtown Specific Plan 2009 Subsequent Environment al Impact Report.

EXHIBIT A
564

3 M. On November 27, 2018, the City and Developer entered into a Disposition and Development and Loan Agreement, which was subsequently amended by a First Amendment to the DDLA dated May 26, 2021, which updated certain definitions, exhibits a nd provisions (as amended, the “Original Agreement”) . This Agreement is intended to amend and restate and supersede the Original Agreement and will capture all necessary changes to the Original Agreement.

N. The Developer has subsequently formed the Housing North Developer entity to serve as the developer of the Project . All of Eden Housing Inc., rights and obligations under the Agreement shall be assigned to the Housing North Developer through execution of an assignment upon approval of this Agreemen t.

O. On June 24, 2021, Save Livermore Downtown filed a Petition for Writ of Mandate in Alameda County Superior Court, challenging the City’s approval of the Project.

Litigation ensued and on February 14, 2022, Alameda County Superior Court Judge Roesch denied the petition and entered judgment in favor of the City of Livermore. SLD filed an appeal on April 13, 2022 and the appeal is still pending (the “Litigation”).

P. On April 4, 2022, a Request for Stay of Expiration Date for the Project Entitlements and Approvals during the pendency of the above-referenced litigation, including any appeals , was submitted to the City by the Developer. On May 9, 2022, the City granted the request. Those documents are attached hereto as Exhibit P.

Q. Now, to ensure the Project continues to move forward in a timely manner, the parties desire to update this Agreement to allow for transfer of the Undivided Parcel upon completion of federal environmental review and clearance, to make arrangements for an interim use of public parking prior to construction of the housing and cooperation between the parties regarding the environmental condition of the Undivided Parcel , and update the entitlement, financing, and development timeline in the Schedule of Performance.

NOW, THEREFORE, in consideration of the mutual covenants herein, the City and the Developer agree that the recitals are true and correct and further agree as follows:

ARTICLE 1. S

UBJECT OF THE AGREEMENT

Section 1.1 Purpose of this Agreement . The purpose of this Agreement is to provide the terms and conditions under which the Developer shall: prepare or cause to be prepared all required documents necessary to receive development approvals for the Project, to obtain title to the Property, and develop the Project. This Agreement shall also provide terms and conditions under which the City shall convey the Undivided Parcel to the Developer for the purpose of developing, building, and operating affordable Workforce Housing at rents that are for households earning up to 110% of Area Median Income , in accordance with the Project Objectives, attached hereto as Exhibit B, and the City to contribute ce rtain funds for the acquisition and predevelopment of the Property.

EXHIBIT A
565

4 Section 1.2 Parties to the Agreement.

(a) Th e City. The City is a municipal corporation, organized and existing under the laws of the State of California. The office of the City is located at 1052 S. Livermore Avenue, Livermore, California 94550.

(b) T he Developer . The Developer is Eden Housing, Inc. , a California nonprofit public benefit corporation. For purposes of this Agreement, the principal address of Developer is 22645 Grand Street, Hayward, California 94541.

T
he qualifications and identity of Developer are of particular concern to the City, and it is because of such qualifications and identity that the City has entered into this Agreement with Developer. No voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein.

Notwithstanding anything to the contrary contained herein, this Agreement is assignable and transferable to Housing North Developer and/or Housing South Developer, so long as any such assignment or other document evidencing such assignment is acceptable to the City.

Following any such assignment, the Housing North Developer and/or Housing South Developer may transfer limited partner interests to a tax credit investor (“Investor”), and such Investor may further transfer its limited partner interests, and the Investor may remove a general partner of the Housing North Developer and/or Housing South Develope r (as applicable) pursuant to the terms of its limited partnership agreement, without the consent of the City .

ARTICLE 2. DE

FINITIONS

Section 2.1 D efinitions . 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 (1) directly 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 and Development and Loan Agreement.

(c) “Area Median Income” shall have the meaning set forth in the form of the Regulatory Agreement attached to this Agreement as Exhibit H.

(d) "Building Permit" shall mean an excavation, foundation or other building permit issued by the City ministerially 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.

EXHIBIT A
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5 (f) " Certificate of Occupan cy" shall mean that certificate issued by the City to the Developer to allow occu pancy of the Project.
(
g) "Close of Escrow" shall have the meaning set forth in Section 5.6. (h
) "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.
(
i) "City" shall mean the City of Livermore .
(
j) “City Documents” shall mean collectively, this Agreement, the Seller Take-Back Property Acquisition Note (Exhibit F), the Seller Take-Back Property Acquisition Deed of Trust (Exhibit G), the Predevelopment Loan Promissory Note (Exhibit E), the Predevelopment Loan Note Assignment and Amendment , the Predevelopment Loan Deed of Trust (Exhibit G), and the Regulatory Agreement (Exhibit H). (k
) "City Event of Default" shall mean any event of default by the City as set forth in Section 12.2, subject to any applicable notice and cure rights set forth therein. (
l) “City Impact Fees” shall mean all fees set forth in the schedule of fees adopted by the City on July 1, 2018, with the exception of those fees that are paid to the City on behalf of and passed through to a third party agency.
(m) “D
eed of Trust” shall mean the deed of trust to be recorded against the Undivided Parcel and subsequently the Property to secure repayment of the Pre-Development and Site Acquisition Loans. A form of Deed of Trust is attached to this Agreement as Exhibit G. (n
) “ Developer ” shall mean Eden Housing, Inc., or any permitted transferee of the Developer in accordance with Article 10.
(o
) “ Developer Event of Default ” shall mean any event of default by the Developer as set forth in Section 12.3 or 12.4, subject to any applicable notice and cure rights set forth therein.
(p
) "Effective Date" shall mean the date which 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
) “Eligible Household” shall have the meaning set forth in the Regulatory Agreement, attached to this Agreement as Exhibit H.

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6 (r) " Entitlemen ts" shall mean, collectively, zoning approvals, conditional use permit and any other discretionary approvals required for construction of the Project. For definitional purposes in this Agreement, "Entitlements" do not include the Building Permit, the Final Map, or any other ministerial approvals .
(s) "
Escrow" shall mean the escrow opened with the Escrow Holder to close the transactions described in Article 5 .
(
t) "Escrow Holder" shall mean Old Republic Title Company . (u
) “Final Construction Drawings” shall mean final drawings for the construction of the Improvements used to obtain a Building Permit from the City. (v) “Final Map” shall mean Final Parcel Map 11186.
(w) “F
orce Majeure” shall have the meaning set forth in Section 13.4. (x) "Grant Deed" shall mean the grant deed by which the City conveys its fee estate in the Undivided Parcel to the Developer. A form of the Grant Deed is attached to this Agreement as Exhibit L.
(y
) "Hazardous Materials" shall mean:
(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 bec ome regulated as hazardous or toxic under applicable local, state or federal law, or the United States

EXHIBIT A
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7 government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.

The term "Hazardous Materials" shall not include: construction materials, gardening materials, household products, office supply products, medical supplies and equipment or janitorial supply products customarily used in the construction, maintenance, rehabilitation, use, occupancy or management of a medical office building and its supporting parking structure, and which are used and stored in accordance with all applicable environmental ordinances and regulations.

(z) "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.

(aa) “Housing North Developer” has the meaning set forth in Recital J

(bb) “Housing North Phase ” has the meaning set forth in Recital J.

(cc) “Housing South Developer” has the meaning set forth in Recital J.

(dd) “Housing South Phase ” has the meaning set forth in Recital J.

(ee) “Improvements” shall mean up to 130 units of multi -family rental housing to be constructed in accordance with the Project Documents. As the context requires, the term “Improvements” shall refer to the 79 units of housing to be constructed on the Housing North Phase and the 51 units of housing to be constructed on the Housing South Phase individually.

(ff) “Indemnitees” shall have t he meaning set forth in Section 9.4.

(gg) [Intentionally deleted] .

(hh) "Official Records" means the Official Records of Alameda County.

(ii) [Intentionally deleted] .

(jj) [Intentionally deleted ].

(kk) “ Parties” shall mean the City and the Developer.

(ll) “ Party” shall mean either the City or the Developer depending on the context.

(mm) “ Permitted Exceptions ” shall mean the following exceptions to title with respect to the Property:

EXHIBIT A
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8 (1) t he lien of any non-delinquent property taxes and assessments; (2
) 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;
(3) any incidental easements or other matters affecting title which do not preclude or materially impair Developer’s intended use of the Property; (4
) applicable building and zoning laws and regulations;
(5
) the provisions of this Agreement;
(6
) other matters created by, through or under Developer; and (7
) such other exceptions to title as may hereafter be mutually approved by the City and the Developer.
(
nn) “ 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. (
oo) Intentiona lly Omitted.
(
pp) "Pro Forma" shall mean the preliminary sources and uses of funds for the development of the Project on the Housing Parcel North and Housing Parcel South , which will be submitted to the City in accordance with the Schedule of Performance and subject to approval by the City.
(
qq) "Project" shall mean (i) the Property and (ii) the Improvements, as more fully set forth in the Project Objectives . As the context requires, the term “Project” shall refer to the Housing North Phase and Housing South Phase individually. (rr) "
Project Documents" shall mean the site plan, elevations and landscaping plans submitted by the Developer to enable the Developer to obtain the Entitlements or other City permits, approvals, or authorizations for developm ent of the Project. (
ss) “Project Objectives” shall mean the description of preliminary characteristics of the Project, desired items the Parties will strive to achieve, and shall serve as the basis to inform application documents for the Entitlements, attached hereto as Exhibit B. (
tt) "Property" shall collectively mean the City -owned parcels defined as Parcel 1 (“Housing Parcel North”) and 3 (“Housing Parcel South”) on Vesting Tentative Parcel Map 11186, as more particularly described in Exhibit M, attached to this Agreement. (
uu) “Purchase Price” shall have the meaning set forth in Section 5.2.

EXHIBIT A
570

9 (vv) “Regulatory Agreement” shall have the meaning set forth in Section 9 .1, and a form of which is attached as Exhibit H.

(ww) "Schedule of Performance" shall mean the summary schedule of actions to be taken by the Parties pursuant to this Agreement to achieve the disposition of the Undivided Parcel to the Developer and the construction of the Improvements. The Schedule of Perform ance is attached to this Agreement as Exhibit C.

(xx) “Security Financing Interests” has the meaning set forth in Section 11.1.

(yy) “Seller Take-Back Property Acquisition Note” has the meaning set forth in Section 3.2(a), a form of which is attached as Exhibit F.

(zz) “Site Acquisition Loan” has the meaning set forth in Section 3 .2(a).

(aaa) “ TCAC” shall mean the California Tax Credit Allocation Committee, which administers the low income tax credit financing program.

(bbb) “Title Company” shall mean Old Republic Title Company.

(ccc) “ Title Policy” has the meaning set forth in Section 5.3.

(ddd) "Transfer" shall mean a transfer of this Agreement or an interest in the Developer, as more particularly described in Article 10.

(eee) “Workforce Housing” shall mean non age -restricted housing that is targeted to a broad range of working incomes, up to 110% Area Median Income. To the extent permitted by law and consistent with the program regulations for funding sources used for developme nt of the Project, selection priority will be provided first to Livermore Valley Joint Unified School District school teachers, employees working for businesses in the Livermore Downtown, first responders employed in Livermore (including emergency medical personnel), professional artists working in Livermore, and then to all other persons who live or work in Livermore. Notwithstanding the foregoing, in the event of a conflict between this provision and the provisions of Section 42 or Section 142 of the Internal Revenue Code of 1986, as amended, the provisions of such Section 42 or Section 142, as applicable, shall control.

(fff) “EVA Improvements” is defined as the Emergency Vehicle Access Improvements which are identified on Vesting Tentative Parcel Map 11186 and in the associated Engineering Conditions (Sections 7.c & d) for the Project approval.

(ggg) “Veterans Park Parcel” is defined as Parcel 2 on Vesting Tentative Parcel Map 11186, as more particularly described in Exhibit N, attached to this Agreement. This parcel will be dedicated back to the City upon construction financing closing for the first phase of the Project and in accordance with the Schedule of Performance .

EXHIBIT A
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10 (hhh) “V eterans Park Improvements” is defined as the constructed improvements within the Veterans Park Parcel which shall be entitled and designed at the sole discretion of the City .
(iii) “Undivided Parcel” is defined as that real property in the City of Livermore known as Lot 1 of Tract Map No. 8574, recorded December 23, 2020, in Book 365 of Maps at pages 15-19, in Alameda County Records, as more particularly described in Exhibit A.

S
ection 2.2 Exh ibits. The following exhibits are attached to and incorporated into this Agreement:

Exh
ibit A: Description of the Undivided Parcel
Ex
hibit B: Project Objectives
Ex
hibit C: Schedule of Performance
Ex
hibit D: Intentionally Omitted
Ex
hibit E: Predevelopment Loan Promissory Note dated November 27, 2018 Ex
hibit F: Form of Seller Take-Back Property Acquisition Loan Promissory Note
Ex
hibit G: Form of City Deed of Trust for both Predevelopment Loan and Seller Take-Back Property Acquisition Deed of Trust
Ex
hibit H: Form of Regulatory Agreement
Ex
hibit I: Insurance Requirements
Ex
hibit J: City Impact Fee Schedule dated July 1, 2018
Ex
hibit K: Form of Memo of DDLA
Ex
hibit L: Form of Grant Deed
Ex
hibit M: Description of the Property – Housing Parcel North and Housing Parcel South
Ex
hibit N: Description of the Veterans Park Parcel
Ex
hibit O: Form of Temporary Parking Lease Agreement
Ex
hibit P: Request for Stay of Expiration Date for the Project Entitlements and Approvals and Approval by City of Livermore

EXHIBIT A
572

11 Exhibit Q: Form of Irrevocable Parking Spaces Lease

ARTICLE 3. C ITY FINANCIAL ASSISTANCE
Section 3.1 Predevelopment Loan .
(a) Loan amount . The City provided a predevelopment loan of Five Hundred Thousand Dollars ($500,000) for predevelopment costs including architecture and design costs, legal and specialty consultant fees, site feasibility analysis, title review, due diligence, and preconstruction costs. The Predevelopment Loan is evidenced by the Predevelopment Note between Developer and City dated November 27, 2018, attached as Exhibit E. Prior to transfer of the Undivided Parcel , the City, Developer and Housing North Developer shall enter into an assignment and amendment of the Predevelopment Note to: (i) assign the Note from Developer to Housing North Developer as contemplated in Recital J; and (ii) to amend the Predevelopment Loan Term set forth in the Note attached as Exhibit E to 65 years.

(b) Interest . The City Predevelopment Loan shall bear three percent (3%) annual interest.

(c) Loan repayment . The City Predevelopment Loan shall have a term that expires on the sooner of the date fifty -five (55) years from either the conversion of the permanent financing (the “Predevelopment Loan Term”) or 65 years from the date of this Agreement, unless otherwise terminated for infeasibility as described herein . The City Predevelopment Loan repayment shall be deferred during development of the Project. Upon issuance of a certificate of occupancy , payment on the City Predevelopment Loan shall be made from a pro rata share of residual receipts, the terms of which are described in the Predevelopment Loan Note.

Developer shall have the right to prepay the City Predevelopment Loan at any time, with no prepayment penalty. However, this DDLA shall remain in effect for the duration of the Predevelopment Loan Term, regardless of any prepayment or timely payment of the City Predevelopment Loan.

All principal and interest on the City Predevelopment Loan shall, at the option of the City, be due and payable upon the earliest of: (i) the occurrence of an Event of Default, as described in Section 3.2(e) , for which the City exercises its right to cause the indebtedness to become immedi ately due and payable; or (ii) subject to the terms of Section 3.1(e) below.

Developer shall be responsible for payment of the principal of, or interest on, the City Predevelopment Loan as described in the Predevelopment Loan Promissory Note, attached hereto as Exhibit E. The sole recourse of the City with respect to principal of, or interest on, the Predevelopment Loan shall be as described in the Predevelopment Loan Promissory Note.

Upon the transfer of the Undivided Parcel to Developer, the Predevelopment Loan shall be secured by a deed of trust recorded against the Undivided Parcel (the “Predevelopment Loan

EXHIBIT A
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12 Deed of Trust” , form of which is attached to this Agreement as Exhibit G). Once the Final Map is recorded and in accordance with the Schedule of Performance, and upon the close of construction financing for the first phase of the Project, the Veterans Park Parcel shall be dedicated back to the City, free and clear of any encumbrances (except as otherwise provided herein). The parties shall execute necessary documents to remove any encumbrances from the Veterans Park Parcel, including but not limited to a partial reconveyance of the Predevelopment Loan Deed of Trust and partial termination of the Regulatory Agreement. (d
) In the event that this Agreement is partially assigned to the Housing South Developer as contemplated in Section 1.2, at Developer’s option in its sole discretion, the Predevelopment Loan shall be partially assign ed to Housing South Developer and the Predevelopment Loan documents will be modified accordingly. In such an event, the City hereby acknowledges and agrees that there shall be no cross default s between the Predevelopment Loan and applicable loan documents for the Housing North Developer and the Predevelopment Loan and applicable loan documents for the Housing South Developer. (e) Te
rmination for Infeasibility. Predevelopment Loan shall terminate if during the predevelopment analysis the Project is determined to be infeasible. City shall have no obligations to disburse additional funds. In the event that, prior to Developer’s construction finance closing , the Project is determined by Developer or City to be infeasible through no fault of Developer, or if Developer terminates pursuant to Section 5.10, the Predevelopment Loan shall terminate and Developer’s obligation to repay such Predevelopment Loan shall be forgiven.

S
ection 3.2 S ite Acquisition Loan .
(a) L
oan amount . City shall make an acquisition loan to the Developer in the amount of the Purchase Price of the Property (“Site Acquisition Loan”). The purchase price of the property shall be Seven Million Eight Hundred Thousand Dollars ($7.8M). The Site Acquisition Loan shall be evidenced and secured by the Seller Take-Back Note and Seller-Take Back Site Acquisition Deed of Trust recorded against the Undivided Parcel, the forms of which are attached as Exhibit F and Exhibit G.
(b
) Interest . The Site Acquisition Loan shall bear interest at 3% annual simple interest.
(c) L
oan conditions to disbursement . Disbursement of Site Acquisition Loan shall be contingent on the Developer entering into a Regulatory Agreement to provide for affordable rents in no more than forty -nine percent (49%) of units in the Project in the form attached hereto as Exhibit H.
(d
) Loan repayment . Annual payments on the Seller Take-Back Note shall be due and payable on a pro-rata residual receipts basis in accordance with the formula set forth in the Seller Take-Back Note. The annual loan payments shall commence upon conversion of the project to permanent financing and continue for fifty-five years. The entire outstanding principal balance of the Site Acquisition Loan, together with interest accrued thereon and all other sums accrued, shall be payable in full on the date Maturity Date, as defined in the Seller Take-Back

EXHIBIT A
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13 Note. City shall have the right to accelerate the Maturity Date and declare all sums payable under the Seller Take-Back Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an event of borrower default, as described in Section

3.2(e).

Upon the transfer of the Undivided Parcel to Developer, the Site Acquisition Loan shall be secured by a deed of trust recorded against the Undivided Parcel , a form of which is attached to this Agreement as Exhibit G. The Veterans Park Parcel shall be dedicated back to the City, free and clear of any encumbrances (except as otherwise provided herein), upon close of construction financing for the first phase of the Project on the timeframe specified by the Schedule of Performance. The parties shall execute necessary documents to remove any unauthorized encumbrances from the Veterans Park Parcel including but not limited to a partial reconveyance of the Seller -Take Back Site Acquisition Deed of Trust and partial termination of the Regulatory Agreement.

(e) Event of Site Acquisition Loan Default. The following events shall constitute an event of default under the Site Acquisition Loan:

(1) Developer fails to pay when due the principal and interest payable under the Note, and such failure continues for thirty (30) days after City notifies Borrower thereof in writing;

(2) A transfer occurs in violation of Article 10;

(3) Developer fails to maintain insurance, as required in Section 4.6 and fails to cure such default within five days;

(4) Developer fails to pay prior to delinquency taxes or assessments due on the Property Improvements or fails to pay when due any other charge that may result in a lien on the Property or the Improvements, a nd 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;

(5) 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;

(6) Any representation or warranty contained 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 m aterially adverse to the City;

(7) 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”), Developer or any general partner thereof (i) commences a voluntary case

EXHIBIT A
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14 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;

(8) A court of competent jurisdiction shall have made or entered any decree or order (i) adjudging the Developer to be bankrupt or insolvent, (ii) approving as properly filed a 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;

(9) 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 fo r cure pursuant to paragraphs (7) or (8) 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 execut ion;

(10) Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated;

(11) A material breach of this Agreement or any City Document and remains uncured beyond any applicable cure period.

(f) If, in the City’s sole discretion, the Developer fails to observe or perform any condition contained in Section 3.2(d) or (e), 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 remedies provided by law or in equity, to compel specific performance by the Develo per of its obligations under the Site Acquisition Loan. Any investor or limited partner of Developer or Developer’s assignee shall have the same notice and cure rights granted to Developer, and any cure tendered by such investor shall be accepted or reject ed on the same basis as if tendered by Developer.

(g) City and Developer acknowledge and agree that the City is conveying the Undivided Parcel prior to recordation of the Final Map. In the event that the Property Undivided Parcel and Project are subdivided into more than one parcel and/or ownership structure, the Site Acquisition Loan may be divided into multiple loans, to be allocated proportionally amongst some or all of the subdivided P roperty and Project as mutually determined by the City and Developer, each with terms in accordance with this Section 3.2. If requested by either City or

EXHIBIT A
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15 Developer, this Agreement , th e Site Acquisition Loan documents, and the Regulatory Agreement may be amended to reflect any such changes.

Th
e City hereby acknowledges and agrees that there shall be no cross defaults between the Site Acquisition Loan and applicable loan documents (including the Regulatory Agreement) once those are divided an d assigned to the Affiliated limited partnership.

S
ection 3.3 De velopment Loan /Contribution. Subject to approval of a final finance plan, the City may, but is not obligated to, make a future development loan and/or other financial contribution (“Development Loan/Contribution”) to be disbursed to pay for development and/or operations costs in connection with the Project. The Development Loan/Contribution shall be contingent upon the City and Developer agreeing to terms for each phase of development .

Development Loan /Contribution will only be disbursed following approval of the finance plan, and the necessary land use, environmental, and permit approvals. A Development Loan/Contribution agreement, the form of which shall be mutually agreed upon by City and Developer and be consistent with this Agreement, will control the specific terms of the Developme nt Loan/Contribution. The amount of the Predevelopment Loan allocated to each phase may be included in the Development Loan/Contribution for such phase and be deemed to have been previously disbursed.

S
ection 3.4 Fi nancing for EVA Improvements . As set forth in this subsection and subject to the conditions set forth herein, the City will reimburse Developer for the approved costs associated with constructing EVA Improvements solely consisting of the installation of retractable bollards described i n 7c of the City’s Engineering Conditions (“EVA Improvement Reimbursables”) that are approved by the City. Developer shall first provide the City with a cost proposal for the EVA Improvement Reimbursables, including design and construction, and City shall maintain the right to approve or disapprove costs. Reimbursement of City-approved costs will not be included as part of City ’s loan assistance to develop the Project. Improvements shall be constructed in compliance with all applicable law s as described in Sections 8.5 and in Exhibit B. Developer will submit actual invoices to City only for that portion of work which is approved for reimbursement by City.

S
ection 3.5 Cons truction and Financing for Veterans Park Improvements . The Parties agree that the Developer will manage the construction of the Veterans Park Improvements but that the City will pay for the costs of the Veterans Park Improvements at its sole expense. City and Developer will negotiate a future construction management and reimbursement agreement to coordinate the construction of the Veterans Park Improvements. The Agreement shall authorize reimbursement for the construction of the park, per the designs and specifications issued by the City, and shall not exceed Five Million Five Hundred Thousand Dollars ($5,500,000) (not including any grants obtained by Developer to help fund the construction costs) , without additional approval of the City Council. The Agreement and the procurement of the contractor

EXHIBIT A
577

16 who will build the park shall comply wi th all applicable local, state, and federal procurement laws to the extent such laws apply.

These improvements would be exclusive of any development loan provided by the City for development of the Project.

ARTICLE 4. P REDISPOSITION REQUIREMENTS

Section 4.1 C ity’s Conditions Precedent to Close of Escrow . As conditions precedent to the Close of Escrow for the Undivided Parcel , the conditions set forth in this Article 4 and Section 6.2 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 4.7) 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 cond itions in this Article 4 and Section 6.2.

Section 4.2 F
inancing Commitment . The Developer shall provide the City with a preliminary development Pro Forma, setting forth the Developer's estimate of sources and uses of funds for development of the Project. No later than the time specified in the Schedule of Performance, but not as a condition to Close of Escrow, the Developer will submit a true copy of each letter of interest from lenders, TCAC, and/or equity partners to provide funds in the amounts necessary to fully finance the projected costs of development of the Improvements , each of which shall be approved by the City. Prior to conveyance of the Housing South Parcel as contemplated in Recital J and section 1.2(b), but not as a condition to Close of Escrow on the Undivided Parcel , Developer shall have either (i) obtained all financing necessary to build the Improvements, or (ii) will close on the financing necessary to build the Improvements.

Section 4.3 C ity Approvals . The Developer shall obtain all Entitlements necessary for the Improvements. Developer and City acknowledge that the Litigation is pending, and therefore the Parties agree that Entitlements issued by the City during the pendency of the Litigation shall be deemed to have been obtained .

Section 4.4 O
rganizational Documents . The City shall approve the Developer’s organizational documents in the time specified in the Schedule of Performance.

Section 4.5 Federal Environmental Review and Clearance . Notwithstanding any other provision in this Agreement, the City shall have no obligation to sell the Undivided Parcel, the Developer shall have no obligation to purchase the Undivided Parcel , and no transfer of title to the Developer may occur, unless and until the City has provided the Developer with written notification that: (1) the City has completed a federally required environmental review pursuant to the National Environmental Policy Act (“NEPA”) and the City’s request for release of funds has been approved and, subject to any other conditions in this Article 4, (a) the purchase may proceed, or (b) the purchase may proceed only if certain conditions to address issues in the environmental review are satisfied before or after the purchase of the Undivided Parcel; or (2) it has determined the purchase is ex empt from federal environmental review pursuant to NEPA and

EXHIBIT A
578

17 a request for release of funds is not required. The City shall use its best efforts to conclude the environmental review pursuant to NEPA of the Undivided Parcel expeditiously.

Section 4.6 I nsurance . Within the time specified in the Schedule of Performance, the Developer shall furnish to the City the type and amounts of insurance specified in Exhibit I, which may be modified from time to time by the City’s Risk Manager upon written notice , provided that such modifications are commercially reasonable and reasonably financially feasible .

Section 4.7 Time Extensions. The City Manager shall have the authority to approve two extensions of the Schedule of Performance, as mutually agreed upon in writing between the Parties and which the City Manager deems reasonable and appropriate.

Section 4.8 L ease Back of the Undivided Parcel . Prior to the Close of Escrow on the Undivided Parcel, the parties shall enter into a Temporary Parking Lease for the Undivided Parcel in substantial conformance with Exhibit O wherein parking will be available for public parking until construction of the f irst phase of the Project commences and shall deposit an executed counterpart of the Temporary Parking Lease Agreement for the Undivided Parcel with the Escrow Holder. As further set forth in the Temporary Parking Lease Agreement, the lease shall be a triple net lease, with City responsible for payment of all costs it incurs during its lease of the Undivided Parcel. In addition, in consideration for the use of the Undivided Parcel during the lease period, City shall either pay directly or reimburse Develope r for all third party costs incurred as a result of Developer’s owners hip of the property, including insurance, property taxes and assessments and any other expenses which are required to be paid directly by the Developer as part of the operation of the Un divided Parcel as temporary public parking. Any other expenses that the City shall be responsible for under the Temporary Parking Lease Agreement other than insurance, property taxes and assessments shall be subject to review and approval by the City prior to commitment or obligation by the Developer. City’s obligations to reimburse Developer for insurance, property taxes and assessments under the Lease shall not exceed One Hundred Twenty Thousand ($120,000) per year, for the term of the lease, increasing 3% annually, or further Council approval shall be required.

Section 4.9 A
ir Rights to Housing Parcels. Prior to the Close of Escrow on the disposition of the Undivided Parcel the parties shall have taken the necessary steps to ensure that the City will receive the air rights to Parcels 1 and 3 at and above the elevation of 534 feet by modifying the Veterans Park Parcel accordingly. The intent of this paragraph is to ensure that the Project shall not exceed the entitled height elevation of 534, or 52 feet above the surface elevation (the benchmark elevation is 482 feet, measured from a monument at the corner of Railroad Avenue and L Street), provided, however, that the City shall provide Developer with a temporary access easement to access the air rights above Parcels 1 and 3 during construction of the Project. Veterans Park Parcel shall be dedicated back to the City as described in Section

8.10. ARTICLE 5. DI

SPOSITION OF THE UNDIVIDED PARCEL

EXHIBIT A
579
18 Section 5.1 P urchase and Sale. Provided the predisposition requirements set forth in Article 4 and the additional closing conditions set forth in Section 5.4 have been satisfied, the City shall sell to the Developer, and the Developer shall purchase from the City, the Undivided Parcel pursuant to the terms, covenants, and conditions of this Agreement.

S
ection 5.2 Pu rchase Price. The Purchase Price for the Property shall be $7,800,000 (Seven Million Eight Hundred Thousand Dollars) .

S
ection 5.3 Ope ning Escrow. To accomplish the conveyance of the Undivided Parcel from the City to the Developer, in accordance with the Schedule of Performance, the Parties shall establish an escrow and execute and deliver to the Escrow Holder written instructions that are consisten t with this Agreement. At Close of Escrow, Title Company shall provide Developer (at Develope r’s sole cost and expense) an ALTA owner’s policy of title insurance issued by the Title Company insuring fee title to the Property vested in Developer subject only to the Permitted Exceptions (the “Title Policy”).

S
ection 5.4 Addi tional Closing Conditions. Subject to the satisfaction of all predisposition conditions to the Close of Escrow set forth in this section, the Close of Escrow shall occur and the City shall convey, and the Developer shall accept conveyance of, a fee interest in the Property pursuant to the Grant Deed, a form of which is attached to this Agreement as Exhibit L.

The
following shall constitute conditions to the completion of the Close of Escrow:
(a)
The conditions precedent set forth in Article 4 above shall have been satisfied.
(b
) The Developer shall have deposited the following with the Escrow Holder:
(i) City Documents , executed and acknowledged as applicable, (ii) Developer’s share of closing costs, and (iii) any other documents required by Article 4 and Section 6.2 and 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. (c) T
here 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.
(d
) The representations and warranties of Developer as set forth in Section

13.1 remain true and correct in all material respects. There has been no material adverse change in the financial condition of the Dev eloper as of the date of the Close of Escrow. (e) T
itle Company shall be prepared to issue the Title Policy without any exceptions other than the Permitted Exceptions.
(f
) Reserved.

EXHIBIT A
580

19 (g) The City shall have deposited the following with the Escrow Holder (i) the Grant Deed, in recordable form, (ii) an owner’s affidavit as reasonably and customarily required by the Title Company, and (iii) any other documents required by Article 4 and Section 6.2 and 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.

Section 5.5 D
eposit of Documents . Within ten (10) business days after the satisfaction or waiver of all of the conditions set forth in Article 4, the Parties shall deposit into Escrow any and all documents and funds necessary to effectuate the Close of Escrow. Each such agreement, instrument and document shall be duly executed, and in recordable form if it is to be recorded.

Section 5.6 C
lose of Escrow. Provided that all of the conditions set forth in Article 4 have been satisfied or waived and all of the documents set forth in Section 5.5 have been deposited into Escrow, Escrow Holder shall do all of the following:

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

(b) Attach thereto final and accurate legal descriptions consistent with the title policies required under this Agreement;

(c) Deliver copies of fully executed originals of Grant Deed to the appropriate parties; and

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

(1) Record in the Official Records the Grant Deed conveying the Property to the Developer;

(2) Record in the Official Records the Seller Take -Back Site Acquisition Deed of Trust and Predevelopment Loan Deed of Trust;

(3) Re cord in the Official Records the Regulatory Agreement ;

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

(5) 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 into Escrow, with such recording and filing date and information endorsed thereon;

(6) Provide the Title Policy to Developer; and

EXHIBIT A
581
20 (7) D istribute or record such other documents as may be specified in the Parties’ escrow instructions, if any.

T
he date on which the Escrow Holder records the last of the above items shall be the "Close of Escrow."
S
ection 5.7 Addi tional Escrow Instructions. The Parties shall execute such further escrow instructions as Escrow Holder may require; provided that Escrow Holder shall not require the imposition of any additional obligations or liabilities on the Parties. Such further escrow instructions shall not modify the provisions of this Agreement unless the Parties otherwise expressly provide for such modification in such additional instructions.

S
ection 5.8 Co ndition of Title to the Property. The City shall convey the fee interest in the Undivided Parcel to the Developer free of all liens, encumbrances, clouds, conditions, and rights of occupancy and possession, except the (a) the Permitted Exceptions, (b) reservations, licenses, easements and rights of way in, to, over or affecting the Property for any purpose whatsoever that are existing as of the date of this Agreement and have been disclosed to Developer in writing or are otherwise known to Developer or would be apparent or discoverable by an ALTA survey of the Property. Notwithstanding the foregoing, City acknowledges and hereby agrees to remove that certain easement dated November 7, 1978 and recorded May 18, 1979, as Instrument No 79-095080 prior to conveyance of the Undivided Parcel.

S
ection 5.9 Condi tion of the Undivided Parcel.
(a) "As Is" Conveyance .
(1
) 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,

EXPRESS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) 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

EXHIBIT A
582

21 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, EXCEPT AS PROVIDED IN ARTICLE 6, 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 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.

(2) D
eveloper's Release of City . Except as provided in Section 6.2, 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 th e 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.

(3) S
cope of Release. The release set forth in Sec tion 5.9(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

EXHIBIT A
583

22 hereafter give rise to 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 up on 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, t he 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:

"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) The provisions of this section shall survive the termination of this Agreement.

Section 5.10 Inspections; Condition of Site. Developer shall conduct its own investigation of the Property, its physical condition, the soils and environmental conditions of the Property and all other matters which, in Developer’s sole and absolute judgment, affect or influence De veloper’s willingness to develop the Property pursuant to this Agreement. Within the time set forth in the Schedule of Performance, Developer shall provide written notice to City of Developer’s determinations concerning the suitability of the physical cond ition of the Property and its economic feasibility for development and intended use. If, in the Developer’s sol e and absolute discretion, the physical condition of the Property is unsuitable for the use or uses to which the Property will be put, or that it is not economically feasible for Developer to develop the Project pursuant to this Agreement, then Developer shall have the option to (a) take any action necessary to place the Property in a condition suitable for development, at no cost to City; or (b) terminate this Agreement pursuant to the provisions in Section 3.1(e). If Developer has not given written notice to City of its determination concerning the suitability of Property within the time set forth in the Schedule of Performance, Developer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section.

Section 5.11 Right of Entry. Prior to the Close of Escrow, City will grant to the Developer and the Developer’s agents the right to enter upon the Property for the exclusive purpo se of conducting studies and investigations that will assist the Developer in performing its due diligence investigation. 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 Housing Programs Manager.

EXHIBIT A
584

23 Prior to exercise of the right of entry, the Developer shall provide the City with satisfactory evidence, in the form of a certificate o f insurance, that the Developer’s agents who obtain access to the Property are insured to the levels required by the City’s Risk Manager.

The Developer shall indemnify, defend and hold the City of Livermore , Indemnitees, as defined in Section 9.4 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 aris e 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 Indemnitee, 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.

Section 5.12 R eal Estate Commissions . The City shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement . 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.

ARTICLE 6. HAZ

ARDOUS MATERIALS REPRESENTATIONS

Section 6.1 Ex isting Hazardous Materials . Environmental investigations conducted at the Undivided Parcel found limited areas of metals (lead, arsenic) in shallow soil, total petroleum hydrocarbons (TPH) in soil and groundwater, and volatile organic compounds (VOCs) in groundwater and soil gas (air in between soil particles). Environmental investigations conducted to support development off -property, at adjacent properties, found VOCs associated with former dry-cleaning operations to the south of the Undivided Parcel .

Data from the recent investigation and prior sampling events indicate the following:
• S
oil: Metals were confirmed in shallow soil within the areas proposed for excavation during the proposed development of the Undivided Parcel. The detected metals concentrations are generally within the range of naturally occurring (background) levels or, when evaluated as a whole, less than Water Board Tier 1 environmental screening levels.
• Groundwater: Chemicals detected in groundwater include tetrachloroethene (PCE), total petroleum hydrocarbons (TPH) as diesel, and chloroform. Based on historical site use and known use of neighboring properties, these chemicals are a result of releases from upgradient sources and concentrations have been decreasing over time. • Soil Vapor: Chemicals detected in soil vapor include PCE and benzene. VOCs detected in soil vapor at the Property are likely the result of one or more VOCs release(s) from historical dry-cleaning operations at the, adjacent, former Quality Cleaners located south of the Property at 2048 First Street, rather than the result of past use of the Property.

EXHIBIT A
585

24 Data was used to evaluate potential health risks to future occupants of the planned residential buildings. Based on this assessment, using conservative (health protective) assumptions, the estimated risks are well within levels considered by the California and United States Environmental Protection Agencies to be protective of human health and do not warrant further remediation or mitigation as part of the proposed development of the Property.

The San Francisco Bay Regional Water Quality Control Board (“ Water Board”) has required submittal of a Site Management Plan (“SMP”) prior to the start of construction on the Property.

The SMP is intended to ensure protection of human health at the property by establishing procedures and protocols to be followed during construction and post-construction. The SMP includes procedures to help ensure that chemicals (e.g., petroleum and metals) in soil and groundwater from historical site uses and uses at other nearby sites are safely managed and disposed of should they be encountered during site development. The SMP will also include protocols for confirmation testing to demonstrate that volatile organic compounds in soil gas do not pose a risk to future occupants.

Once completed and approved by the Water Board, the SMP will be provided to the Developer in accordance with the Schedule of Performance.

Section 6.2 I
ndemnification and Cooperation. After Developer completes analysis of the SMP and the environmental condition of the Property, and prior to the close of escrow for the Undivided Parcel , the Developer and City shall enter into an indemnity and cooperation agreement to apportion costs and any potential liability related to Hazardous Materials at, on, in, beneath, or from the Property from and after the date of the close of escrow between the Parties.

T
he Parties acknowledge that no remediation or mitigation is required for the Undivided Parcel in order to develop the Project as more particul arly described in section 6.1, above. The indemnity and cooperation agreement between the parties will delineate each party’s responsibilities regarding the following:

• Soil Handling Protocols for the development of the Project ; • Post Construction Confirmation Testing to Confirm Results of the City’s Human Health Assessment ; and
• Operation and Maintenance of the HVAC system in the Project’s garage.

The indemnity and cooperation agreement shall also address any action items resulting from the City’s remedial work plan to be submitted for Water Board review and approval; and access issues related to neighboring sites, including any need for access to install groundwater monitoring or soil vapor wells to the south of the Housing Parcel South, should the City be unable to place the wells in the Public Right of Way.

The City Manager is authorized to negotiate and execute the indemnity and cooperation agreement in an amount not to exceed $4,300,000, subject to the City Attorney's approval of the agreement as to form. The obligations of the City under the indemnity and cooperation agreement shall not exceed $4 ,300,000, without further council approval.

EXHIBIT A
586

25 Furthermore, Developer shall have no responsibility for any environmental compliance costs resulting from the City’s other open Water Board cases applicable to other city-owned properties near the Project site.

ARTICLE 7. DE SIGN REQUIREMENTS

Section 7.1 P roject Design. The Parties acknowledge that the Developer worked with City in designing the Project to standards that are acceptable to City and that met the objectives identified in the Project Objective, attached as Exhibit B. To the extent any further Entitlements are required for the Project, Developer acknowledges and agrees that the City has full authority and discretion to grant or deny applications for E ntitlements.

Section 7.2 A dditional Permits and Approvals . Within the time specified in the Schedule of Performance (as such times may be extended pursuant to Section 4.7 or by mutual agreement of the Parties), Developer shall obtain all ministerial permits and approvals necessary to construct the Improvements. All applications for such ministerial 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 ministerial permits or approvals , and in no way limits the City’s approval process for any such permit and approval. The City shall provide reasonable assis tance to the Developer in securing such ministerial permits and approvals .

Section 7.3 C
ity Review. Except for the activities to be performed by or on behalf of the City as otherwise contemplated herein, the Developer shall be solely responsible for all aspects of the Developer's conduct in connection with the Project, including, but not limited to, the quality and suitability of the Project Documents, the supervision of construction work for the Project and the Veterans Park Improvements, and the qualifi cations, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Except for the activities to be performed by or on behalf of the City as otherwise contemplated herein, 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.

ARTICLE 8. PR

E-CONSTRUCTION AND CONSTRUCTION OF THE IMPROVEMENTS

Section 8.1 C ommencement of Construction. The Developer shall commence pre- construction activities and the construction of the Improvements within the time s set forth in the Schedule of Performance. Construction shall be deemed to commence on the date the Developer issues a notice to proceed pur suant to a valid Building Permit from the City.

Section 8.2 C
ompletion of Construction . The Developer shall diligently prosecute to completion the construction of the Improvements, and shall complete construction of the Improvements within the time set forth in th e Schedule of Performance, subject to Force Majeure

EXHIBIT A
587

26 requirements in Section 13.4 of this Agreement . As between the City and the Developer, except for, Veterans Park Improvements, and work contemplated by the Cooperation and Indemnity Agreement referenced in section 6.2, above, the Developer shall be solely responsible for the construction of the Improvements , including all costs of construction (except for the EVA Improvement Reimbursables referenced in Section 3.4).

Section 8.3 C onstruction Pursuant to Scope and Plans .

(a) The Developer shall construct the Improvements in accordan ce with 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, location, or elevations of the Improvements, including the landscape and/or hardscape, or signage of the Improvements, or which materially changes the quality or appearance of the exterior materials of the Improvements, or which would require an amendment to any City Approval prior to making such change. The City, through the City Manager or his/her designee, shall reasonably approve or disapprove a proposed material change within fifteen (15) days after receipt by the City. If City does not approve or disapprove within fifteen (15) days after receipt by the City, such non-response shall be deemed approval. If the City rejects the proposed material change, then, upon request of Developer, the City shall provide the Developer with the specific reasons therefor, and the approved Final Construction Drawings shall continue to control.

The obligations of the City pursuant to this section are separate from the rights the City may have in exercising its municipal regulatory authority and nothing contained herein shall limit the City’s rights under its regulatory authority .

(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.

Section 8.4 M
echanics' 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 by the Developer. This indemnity obligation shall survive the issuance of a Certificate of Occupancy by the City and the termination of this Agreement.

Section 8.5 C
ompliance with Applicable Law ; Prevailing Wage Requirement.

EXHIBIT A
588

27 a) The Developer shall cause all construction to be performed in compliance with: 1) 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. (2) All d irections, 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 the payment of all applicable fees, procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and the Developer shall be responsible to the City for the procurement and maintenance thereof, as may be required of the Develop er and all entities engaged in work on the Property.

b) The Developer shall pay and shall cause the contractor and subcontractors to pay prevailing wages in the construction of the Development as those wages are determined pursuant to California Labor Code Section 1720 et seq., to employ apprentices as required by California Labor Code Sections 1777.5 et seq., and the implementing regulations of the Department of Industrial Relations (the "DIR").

In addition, as applicable, the Developer shall cause its respective contractors and subcontractors in the construction of the Project to do all the following: 1) all calls for bids, bidding materials and the construction contract documents for the Project must specify that (A) no contractor or subcontractor may be listed on a bid proposal nor be awarded a contract for the Project unless registered with the DIR pursuant to Labor Code Section 1725.5, and (B) the Project is subject to compliance monitoring and enforcement by the DIR; 2) the Developer is required to provide the City all information required by Labor Code Section 1773.3 as set forth in the DIR's online form PWC-100 within 2 days of the award of the contract (https://www.dir.ca.gov/pwc100ext/ ); 3) the D
eveloper shall cause its respective
contractors to post job site notices, as prescribed by regulation by the DIR; or 3) the Developer shall cause its respective contractors to furnish payroll records required by Labor Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner.

Developer shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the City) the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Developer, its contractor and subcontractors) to pay prevailing wages in accordance with the terms of this Agreement as determined pursuant to California Labor Code Section 1720 et seq., to employ apprentices pursuant to California Labor Code Section 1777.5 et seq., and implementing regulations of the DIR or to comply with the other applicable provisions of California Labor Code Sections 1720 et seq., 1777.5 et seq., and the implementing regulations of the DIR in connection with the construction of the Development. The requirements in this Subsection survive the repayment of the City Loans, the reconveyance of the Deed of Trust, and the expiration of the Regulatory Agreement.

EXHIBIT A
589

28 c) The Developer shall defend (with counsel reasonably acceptable to the City) the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including the Developer, its contractor and subcontractors) to pay prevailing wages in accordance with this Agreement as determined pursuant to Labor Code Sections 1720 et seq., and implementing regulations of the Department of Industrial Relations or comply with the other applicable provisions of Labor Code Sections 1720 et seq., to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., and implementing regulations of the Department of Industrial Relations in connection with the construction, pursuant to this Agreement, of the Project and shall indemnify and hold the City harmless against any damages, compensation, fines, penalties or other amounts resulting from the successful prosecution of such claim.

d) The Developer shall construct the Project to comply with all applicable federal and state disabled persons accessibility requirements including but not limited to the Federal Fair Housing Act, Section 504 of the Construction Act of 1973, Title II and/or Title III of the Americans with Disabilities Act of 1990, Title 24 of the California Code of Regulations and the Uniform Federal Accessibility Standards, and in compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794, et seq.).

Section 8.6 P
rogress 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 Improvement s. 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.

Section 8.7 En
try by City. After the expiration of the Temporary Parking Lease Agreement and the City’s issuance of a Building Permit for the Project, but prior to the City’s issuance of a Certificate of Occupancy has been issued by the City, the Developer shall permit the City, upon reasonable prior notice (which shall in no event be less than 48 hours), 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 are in addition to any rights of entry and inspection the City may have in exercising its municipal regulatory authority.

Section 8.8 No
n-Discrimination During Construction; Equal Opportunity. The Developer (for purposes of this Section 8.8, the term “Developer” shall include Developer’s

EXHIBIT A
590

29 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 , 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 agrees to 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 solicitations or advertisements for employment are in compliance with the aforementioned nondiscrimination factors; and

Section 8.9 I
nsurance Requirements . Developer, its contractors, subcontractors and/or agents shall furnish or cause to be furnished to the City duplicate originals of insurance policies, complete with additional insured and loss payee endorsement, as applicable pursuant to this Agreement. Developer shall, until Developer’s obligations under this Agreement are paid and discharged in full, maintain and keep in full force and effect any insurance required by City, issued by companies approved and regulated by the State Department of Insurance in the amounts and terms set forth in Exhibit I. Upon reasonable written notice, Developer shall comply with any changes to the amounts and terms of insurance as may be required from time to time by the City’s Risk Manager, provided that such changes are c ommercially reasonable and reasonably financially feasible .

Section 8.10 D
edication of Veterans Park Parcel . Developer shall dedicate the Veterans Park Parcel (Parcel 2) back to the City upon recordation of the Final Map and upon construction finance closing for the first phase of the Project, at the time specified in the Schedule of Performance. Parcel 2 shall have air rights over Parcels 1 and 3, as described in Section 4.10 above. Parcel 2 shall also be dedicated to the City free and clear of any encumbrances created by the Developer that have not been authorized by the City.

Notwithstanding the for egoing, City hereby acknowledges and agrees that City will grant certain temporary construction easements to Housing North Developer and Housing South Developer necessary for the construction of the Project, in form and substance as mutually agreed upon by the Parties.

Th
e parties hereto agree that irreparable damage would occur in the event Section 8.10 of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

EXHIBIT A
591

30 Section 8.11 Reserved Parking for the Project ’s Residents. The City agrees to enter into an irrevocable parking space lease, in a form substantially compliant with Exhibit Q, with the Developer for 16 reserved parking spaces for Project residents in the L Street Garage, which will be constructed and owned by the City to serve the Project. The spaces will be leased at $300 per space per year, for an annual cost of $ 4,800, for a 55-year term with a 2.5% escalator. The term will commence from lease-up of the first phase of the Project. The lease can be assumed by a future owner of the Project subject to any existing encumbrances, so long as the Project remains in compliance with its permanent affordable housing covenants .

ARTICLE 9. O BLIGATIONS WHICH CONTINUE THROUGH

AND BEYOND THE COMPLETION OF CONSTRUCTION

Section 9.1 A ffordable Housing Use . The Developer covenants to use the Property for affordable housing for a period of not less than 55 years, in conformance with the regulatory agreement (“Regulatory Agreement”) , the form of which is attached hereto as Exhibit H. As further set forth herein, upon conveyance of the Housing South Parcel, the Regulatory Agreement shall be modified to reflect the correct unit count and mix for the Housing North Parcel, and a new regulatory agreement shall be executed by the Housing South Developer that will be specific to the Housing South Project.

Section 9.2 D
owntown Landscape Maintenance District. The Parties acknowledge that the City’s Downtown Landscape Maintenance District LL-859 applies to the Property upon completion of the construction of the Project. The parties agree that no other existing Community Facility District applies to the Project.

Section 9.3 M aintenance. The Developer hereby agrees that, after the Close of Escrow and prior to completion of construction of the Improvements, the Property shall be maintained in a neat and orderly condition and in accordance with industry health and safety standards, and that, once the Project is completed, the Proj ect shall be well maintained as to both external and internal appearance of the buildings, the common areas, and the parking areas. The Developer shall maintain or cause to be maintained the Improvements in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, parking areas and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements. 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 an d shall provide reasonable evidence of such costs to the Developer.

Section 9.4 D
eveloper To Indemnify City.

(a) The Developer shall indemnify, defend (with counsel approved by the City) and hold harmless the City and its elected officials, officers, employees, agents,

EXHIBIT A
592

31 consultants, designated volunteers, 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 o r administrative proceedings, penalties, deficiencies, fines, 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 c onnection 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; (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, 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, or Developer ’s deposit with the City of any of the insurance policies described in this Agreement.

(b) The Developer shall pay immediately 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 or the Property. The Indemnitees shall have reasonable approval rights regarding decisions with respect to their representa tion 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. Developer ’s indemnification obligations set forth in this Section 9.4 shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees.

Section 9.5 H
azardous Materials .

(a) C ertain Covenants and Agreements . Following possession of the Property, the Developer hereby covenants and agrees that:

(1
) The Developer shall not knowingly permit the Property 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 , except to the extent of any Existing Contamination (defined in Article 9.5(b)) and as further acknowledged in Article 7 herein;

(2) The Developer shall keep and maintain the Project and each portion thereof in material compliance with, and shall not cause or permit the Project or any portion thereof to be in violation of, any Hazardous Materials Laws;

EXHIBIT A
593

32 (3) Upon receiving actual knowledge of any material lack of compliance in relation Hazardous Materials Laws, 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 Project pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party , including without limitation the Water Board and any adjacent landowners, against the Developer or the Project 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 Project or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Project under any Hazardous Materials Laws.

(b) I
ndemnity. Without limiting the generality of the indemnification set forth in Section 9.4, and subject to Section 6.2, and excepting any liability or Hazardous Materials Claims relating to the presence of any Hazardous Materials in environmental media at the Property as of Closing (collectively, “Existing Contamination”), , the Developer hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the City) the City, its elected officials, officers, employees, and designated volunteers 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 (inc luding, 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 Project ; (2) the presence in, on or under the Project 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 Project, subsequent to the conveyance of the Property to the Developer, 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 not apply to Existing Contamination on or under the Property, or affecting any natural resources, unless and to the extent Developer materially exacerbates such Existing Contamination, but shall apply 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 Haz ardous Materials by Developer or any employees, agents, contractors or subcontractors of the Developer , 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 9.5 (b) shall not apply to any Indemnification Claims to the extent arising from the gross negligence or willful misconduct of the City, it’s elected officials, officers, employees, and designated volunteers. . Solely in relation to the Existing

EXHIBIT A
594

33 Contamination, the City hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Developer ) the Developer and its officers, contractors, employees, agents, tenants, and invitees 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 incu rred 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 City, its agents, employees, or contractors to comply with any Hazar dous 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 Project ,; and (2) the presence in, on or under the Project of any Hazardous Materials or any releases or discharges of any Hazardous Materials into, on, under or from the Property (collectively "City Indemnification Claims"). For avoidance of doubt nothing herein shall abrogate any of the Developer’ s responsibilities under the SMP, except as provided by the cooperation and indemnity agreement contemplated in section 6.2.

(c) N
o Limitation . The Developer hereby acknowledges and agrees that the Developer's duties, obligations and liabilities under this Agreement, including, without limitation, under Section 9.5(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 any Hazardous Materials, whether the Ci ty obtained such information from the Developer or from its own investigations.

Section 9.6 No
n-Discrimination .

(a) The Developer covenants and agrees for itself, its successors and its assigns in interest to the Site 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 Site shall contain or be subject to the nondiscrimination or non -segregation clauses hereafter prescribed.

(b) Notwithstanding subdivision (a), with 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).

ARTICLE 10.

ASSIGNMENT AND TRANSFERS

Section 10.1 D efinitions . As used in this Article 10, the term "Transfer" means:

EXHIBIT A
595

34 (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 fifty percent (50%) ownership interest in the Developer, or any contract or agreement to do any of the same.

Section 10.2 P urpose of Restrictions on Transfer . This Agreement is entered into solely for the purpose of development and operation of the Improvements on the Property and its subsequent use in accordance with the terms of this Agreement and the Regulatory Agreement.

The qualifications and identity of the Developer are of particular concern to the City, in view of:

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

(b) The fact that a Transfer as defined in Section 10.1 above is for practical purposes a transfer or disposition of the Property.

It is because of the qualifications 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.

Section 10.3 P rohibited Transfers . The limitations on Transfers set forth in this Article 11 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 10.3. 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.

Section 10.4 P
ermitted Transfers . Notwithstanding the provisions of Section 10.3, the following Transfers shall be permitted (subject to satisfactio n of the conditions of Section 10.5), so long as such Transfer is permitted under, and accomplished in accordance with this Agreement:

(a
) Any Transfer creating a Security Financin g Interest (defined in Section

11.1).

(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.

EXHIBIT A
596

35 (c) Any Transfer resulting directly from the death or mental incapacity of an individual.

(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 Improvements.

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

(f) A Transfer to an Affiliate of Developer, provided that such Transfer does not result in a change of Control.

(g) A Transfer otherwise approved by the City.

(h) A Transfer permitted under Article 1 of this Agreement.

As a condition of the City approval of a Transfer described in Section 10.4(f),10.4(g), and

10.4(h) 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 10.4(f), the City must review and approve the transferee's organizational documents for the purposes of determining that such transferee is controlled by the Developer.

Section 10.5 Ef fectuation of Permitted Transfers .

(a) Other than as permitted in Section 10.4, 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 failur e 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 10.5 of this Agreement, failure by the City to approve or disapprove the proposed Transfer within sixty (60) days after receipt of the Developer's wr itten 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

EXHIBIT A
597

36 specifically assumes pursuant to the Assumption Agreement the obligations under this Agreement to indemnify the City with respect to the Project, 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 sh all be released from all liability under such indemnity obligations. (c) Notwithstanding the foregoing, the City and Developer acknowledge agree that, in accordance with Section 1.2 above, this Agreement and the rights and obligations hereunder shall be partially assigned to Housing South Developer upon the conveyance of the Housing Parcel South. The partial assignment shall be in writing, executed by the City, Developer and Housing South Developer, and s hall include a partial assignment of all rights and obligations applicable to the Housing South Parcel hereunder (and under any other documents contempl ated by this Agreement, including but not limited to the indemnity and cooperation agreement contemplated in Section 6 .2) as well as language whereby City shall acknowledge and agree that there shall be no cross defaults under this Agreement between the Housing South Project and the Housing North Project.

ARTICLE 11. S

ECURITY FINANCING AND RIGHTS OF HOLDERS

Section 11.1 N o Encumbrances Except for Development Purposes . Prior to the City's issuance of a Certificate of Occupancy, mortgages, deeds of trust, assignment of rents and security agreements, and other real property security instruments to secure the funds necessary for the construction and permanent financing of the Improvements as shown in the Financing Plan are permitted to be placed upon the Property only as perm itted pursuant to this Section 12.1.

Such permitted security instruments and related interests shall be ref erred 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 interest in the Property.

U
ntil the Developer is entitled to issuance of a Certificate of Occupancy, the Developer may place mortgages, deeds of trust, or other reasonable methods of security on Developer's fee interest in the Property only for the purpose of securing acquisition of the fee interest and for predevelopm ent, construction and permanent financing approved by the City as part of the approved Financing Plan. City hereby acknowledges and agrees that Developer intends to obtain a predevelopment loan from the County of Alameda and that in the event such loan is obtained, the County may secure such loan with a deed of trust and regulatory agreement recorded against the Property, and which time such instruments will be deemed “Security Financing Interests” hereunder.

Section 11.2 H
older Not Obligated to Construct. The holder of any Security Financing Interest authorized by this Agreement is not obligated to construct or complete any improvements or to guarantee such construction or completion. However, nothing in this Agreement shall be deemed to permit or authorize any such holder 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.

Section 11.3 N
otice of Default and Right to Cure. Whenever the City purs uant to its rights set forth in Article 12 delivers any notice to the Developer of the occurrence of a

EXHIBIT A
598

37 Developer Event of Default (a "Cure Notice"), the City shall not exercise any remedy available to it unless and until each of the following have occurred: (a) written notice of the Developer Event of Default is provided to each and every then -existing holder of record of any Security Financing Interest ( each an "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 12.3. 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 12. An Encumbrance Holder shall have the right and the power to cure any Developer Event of Default specified in a Cure Notice within the cur e periods set forth in Section 12.3 below, and, if such Developer Event of Default is so cured, this Agreement shall remain in full force an d effect. Nothing contained in this Agreement shall be deemed to permit or authorize such Encumbrance Holder to undertake or continue the construction or completion of the Improvements (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.

Any such Encumbrance Holder properly completing construction of the Improvements pursuant to this section shall assume all rights and obligations of Developer under this Agreement and shall be entitled, upon written request mad e to the City, to a Certificate of Occupancy from the City.

Section 11.4 C
ure of Developer Defaults . Developer 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 Default , an Encumbrance Holder shall have (a) thirty (30) 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 Article 12 to cure such Developer Event of Default if such Developer Event of Default can reasonably be cured by an Encumbrance Holder within such thirty (30)-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 (for example, by foreclosure of a Security Financing Interest), 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 thirty (30) days after its receipt of an 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

EXHIBIT A
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38 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 p roceedings 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 Transfer ee is the Encumbrance Holder or another party) shall have until the expiration of the applicable cure per iods set forth in this Section 11.4 to cure the Developer Event of Default giving rise to such Foreclosure Transfer, to the extent curable by such Fore closure 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.

As used herein, a "Foreclosure Transfer" shall mean any transfer of the entire fee interest of Developer in the Property 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 other transfer in lieu thereof. A "Foreclosure Transferee" shall mean any transferee (including without limitation an Encumbrance Holder) which acquires title to the fee interest of Developer in the Property pursuant to a Foreclosure Transfer.

Section 11.5 F ailure of Holder to Complete Development . Subject to Section 11.4(b), in any case where six (6) months after default by the Developer in completion of construction of the Improvements under this Agreement, the holder of record of any Security Financing Interest, having first exercised its option to construct, has not proceeded diligently with construction, the City shall be afforded those rights against such holder it would otherwise have against the Developer under this Agreement.

Section 11.6 R ight 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, and if the holder has not exercised its option to complete the construction of the Improvements, the City may, upon prior written notice to the Developer, cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Developer's fee interest in the Property to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any Security Financing Interest, and the City shall execute from time to time any and all documentation reasonably requested by the Developer to effect such s ubordination.

EXHIBIT A
600

39 Section 11.7 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.

Section 11.8 H older to be Notified. To the extent deemed necessary by the City, the Developer shall insert each term contained in this Article 11 into each Security Financing Interest or shall procure acknowledgement of such terms by each prospective holder of a Security Financing Interest prior to its coming into any security right or interest in the Property or portion thereof.

Section 11.9 M
odifications . If a holder of a Security Financing Interest should, as a condition of providing financing or funding for development of all or a portion of the Improvements, request any modification of this Agreement in order to protect its interests in the Project or this Agreement, 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.

ARTICLE 12. DE

FAULT AND REMEDIES

Section 12.1 A pplication of Remedies . The provisions of this Article shall govern the Parties' remedies for breach of this Agreement.

Section 12.2 F
ault of City.

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

(1
) The City fails to convey a fee interest in the Property as provided in this Agreement and the Developer is otherwise entitled by this Agreement to such conveyance.

(2) The City breaches any other material provision of this Agreement.

(b) N otice 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

EXHIBIT A
601

40 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 specific performance or any other remedy available at law or in equity (excluding punitive damages and consequential damages).

Section 12.3 F
ault of Developer .

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

(1
) The Developer does not attempt diligently and in good faith to cause satisfaction of all conditions in Article 4 within the reasonable control of the Developer by the time set forth in the Schedule of Performance.

(2) The Developer fails to construct the Improvements in the manner and by the deadline set forth in Article 8 and the Schedule of Performance .

(3) The Developer breaches any provision of Article 7.

(4) The Developer attempts or completes a Transfer except as permitted under Article 10 .

(5) 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 dismissa l of any such involuntary application brought by another party before the earlier of final relief or ninety (90) days after the filing; (4) insolvency; or (5) failure, inability or admission in writing of its inability to pay its debts as they become due.

(6) The Developer defaults under any Security Financing Interest and has not cured such default within the applicable cure period contained in such agreement.

(7) The Developer breaches any other material provision of this Agreement.

(b) N
otice and Cure Procedur e. 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 De veloper does not cure the default within such thirty (30)-day period (or if the

EXHIBIT A
602

41 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, punitive damages and consequential damages); or (3) seeking specific performance or 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. Any investor limited partner of Developer’s assignee shall have the same notice and cure rights granted to Developer, and any cure tendered by such investor shall be accepted or rejected on the same basis as if tendered by Developer.

Section 12.4 R
ight of Reverter . Following the Close of Escrow of the Undivided Parcel, (1) if the Developer fails to commence the pre-construction activities or construction of the Improvements by the date s listed in the Schedule of Performance (as such dates may be extended) , or (2) if the City does not prevail in the Litigation; then the City may, in addition to other rights granted in this Agreement, re-enter and take possession of the Undivided Parcel or Property as the case may be with all improvements thereon, and revest in the City the estate previously conveyed to the Developer by the City with respect to the Undivided Parcel subject to the provisions set forth below.

Th
e City's rights under this Section 12.4 shall terminate and be of no further force and effect once the Developer closes on construction financing for the first phase of the Project .

The interest created pursuant to this Section 1 2.4 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 respe ct to the Undivided Parcel or Property; or

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

(c) Any leases affecting the Undivided Parcel or Property as of the date of such termination.

Upon revesting in the City of title to the Undivided Parcel as provided in this Section

12.4, the City shall, pursuant to its responsibilities under state law, use its best efforts to resell the Undivided Parcel as soon as possible, in a commercially reasonable manner and consistent with the objectives of such law, to a qualified and responsibl e 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. In addition, upon revesting in the City of title to the Undivided Parcel as provided in this Section 12.4, the Predevelopment Loan and Site Acquisition Loan shall be deemed paid in full and cancelled. It is anticipated that the sale of the

EXHIBIT A
603

42 Undivided Parcel to a new buyer would be on substantially the same terms and that the payment price would be paid in in the form of an Acquisition Loan from the City evidence by a Seller Take Back Note and Deed of Trust.

If this clause is triggered because the City did not prevail in Litigation, the City shall reimburse Developer for actual costs incurred and paid as a result of its ownership of the Undivided Parcel, and not already reimbursed through the Lease Back provisions.

The rights established in this Section 12.4 are to be interpreted in light of the fact that the City will convey the Undivided Parcel to the Developer for development of the Project and not for speculation.

Section 12.5 D
amages. This Agreement does not and shall not be interpreted in any manner to restrict, limit, or otherwise impair the City’s governmental power. Developer acknowledges that the City’s execution of this Agreement in no way limits the City’s discretion in the permit and approval process in connection with development of the Project. Likewise, Developer acknowledges that the City’s execution of this Agreement cannot and does not limit the City’s ability to exercise its legislative authority.

City acknowledges the exercise of its legislative authority for a land use action, such as but not limited to a General Plan Amendment, Specific Plan Amendment, or zoning action (collectively, a “Land Use Action”) that prevents the Project from being developed does not constitute a compensable taking absent extraordinary circumstances. Examples of extraordinary circumstances that could subject the City to a taking without payment of compensation include, but are not limited to, eliminating all value from the property, the denial of due process, and reclassifying the property in a man ner to prevent its improvement so that it might be acquired at a lesser price.

The City acknowledges that Developer has expended significant resources to develop the Project that could have been used to develop affordable housing elsewhere and that could be lost, and obtained grant and/or loan funding that would need to be repaid, if the City subsequently exercises its legislative authority for a Land Use Action that prevents the Project from being developed. The City and Developer agree that they would be able to quantify the losses equal to the grant and/or loan funding that would need to be repaid should a Land Use Action by the City prevent the Project from being developed. The City and Developer also agree that quantifying the scope of the economic and noneconomic losses arising from a Land Use Action that prevents the Project from being developed is inherently difficult insofar as the action results in the loss of affordable housing opportunities, negatively impacts Developer’s reputation, and cannot adequately capture the soft costs expended on the Project.

The City and Developer agree and stipulate that the repayment of Project grant and/or loan funds already expended for the Project that are not available for repayment and the agreed upon sum of $ 2,300,000 is a reasonable measure of the damages based upon their experience in the affordable housing industry and given the nature of the losses that may result from a Land Use Action that prevents the Project from being developed.

EXHIBIT A
604

43 Therefore, in the event the City exercises is legislative authority for a Land Use Action that prevents the Project from being developed, then the City shall pay damages to Developer as follows:

(1) An amount equal to the grant and/or loan funds that were expended by Developer prior to the date of that Land Use Action that is not available for repayment in the event the awarding/loaning agency demands Developer repay the expended funds; and

(2) The stipulated amount of $ 2,300,000 for the losses that cannot be quantified.

The City and Developer further agree that these agreed upon sums are not penalties, and further agree that they are a reasonable measure of Developer’s damages given the nature of the losses that may result from a Land Use Action by the City that prevents the Project from being developed.

This provision shall not apply in the event Developer or its successor applies to the City for a new Land Use Action for the Project site or for a different Project. The parties further agree that this provision shall not apply in the event an action by Developer , its successor, a court of competent jurisdiction, or the State of California prevents the Project from being developed.

Section 12.6 R
ights 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.

S
ection 12.7 Survival. Upon termination of this Agreement under this Article 12, the following provisions of this Agreement shall survive: 5.9, 5.12, 8.4, 8.5, and 9.4, 9.5, 11.1, 13.3.

This Section 12.7 exists for reference purposes only, and does not alter the scope or nature of the surviving provisions.

ARTICLE 13. GE

NERAL PROVISIONS

Section 13.1 I dentity of Developer . The Developer represents and warrants to the City as of the Effective Date and as of the Close of Escrow, as follows:

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

(b) A
uthorization . The Developer has taken all necessary action to authorize its execution, delivery and, subject to any conditions set forth in this Agreement performance of

EXHIBIT A
605

44 the Agreement. Upon the Effective Date of this Agreement, this Agreement shall constitu te a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms.

(c) N o 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) N
o Litigation . Aside from the Litigation and unless otherwise disclosed in writing to the City prior to the date of this Agreement, there is no existing or, to the Developer's actual knowledge, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the Developer or the Undivided Parcel that would, if adversely determined, materially and adversely affect the Developer or the Undivided Parcel or the Developer's ability to perform its obligations under this Agreement or to develop and operate the Project.

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

(f) D efault 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 under any agreement materially related to the development or operation of the Project, including but not limited any other partnership agreement, joint venture agreement, or loan agreement.

U
ntil the Close of Escrow, Developer shall, upon learning of any fact or condition which would cause any of the warranties and re presentations in Section 13.1 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.

Section 13.2 N
otices, 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
Attn: City Manager
1052 S. Livermore Avenue
Livermore CA 94550

Developer DTLM, L.P.

EXHIBIT A
606

45 with copies to:

C/o Eden Housing, Inc.
22645 Grand Avenue
Hayward, CA 94541
Attn: Sr. VP of Development
[email protected]
[email protected]
[email protected]

Gubb & Barshay LLP
505 14th Street, Suite 450
Oakland, CA 94612
Attn: Evan Gross

Notices to Developer shall be sent by electronic mail in addition to other means of communication described above. 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 13.2. Delivery shall be deemed to have occurred at the time indicated on the receipt for delivery or refusal of delivery.

Section 13.3 No
n-Liability of Officials, Employees and Agents . No member, official, employee, consultant, counsel, or agent of a Party 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 term s of this Agreement.

Section 13.4 E
nforced Delay . In addition to specific provisions of this Agreement, performance by any Party hereunder shall not be deemed to be in default where delays or defaults are due any of the following items that constitute Force Majeur e for purposes of this Agreement: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restr ictions or priority (except for restrictions or priorities established by the Party required to perform the action required under this Agreement); unusually severe weather; inability to secure necessary labor, materials or tools; acts or the failure to act of any public or governmental agency or entity (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 infeas ibility of the Project).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 13.4 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.

Section 13.5 I
ntentionally Omitted.

EXHIBIT A
607
46 Section 13.6 I nspection 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 other documentation of the Developer pertaining to its obligations under this Agreement.

S
ection 13.7 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.

S
ection 13.8 Ap plicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

S
ection 13.9 Se verability. If any term, provision, 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.

S
ection 13.10 Leg al 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.

S
ection 13.11 Bi nding 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 Section 10 .4. 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.

Th
e 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 perpetu ity and remain in full force and effect following such termination. Every contract, deed, or other instrument hereafter executed covering or conveying the Undivided Parcel, 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 Undivided Parcel, or the applicable portion of the Undivided Parcel, from the requirements of this Agreement.

S
ection 13.12 Pa rties 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.

S
ection 13.13 Ent ire Understanding of the Parties . This Agreement constitutes the entire understanding and agreement of the Parties with respect to the conveyance of the Undivided

EXHIBIT A
608

47 Parcel and the development of the Project. This Agreement supersedes the Disposition, Development and Loan Agreement dated November 11, 2018, as it was amended on May 16, 2021, but this agreement is also intended to fulfill and complete those agreements. In the event a court of competent jurisdiction determines that Government Code section 54234 prevents the sale and disposition of the Undivided Parcel or that a decision by the California Department of Housing and Community Development should prevent the sale and disposition of the Undivided Parcel, the Parties hereby express their intent that either of those situations will work to automatically revive the Development and Loan Agreement dated November 11, 2018, as it was amended on May 16, 2018, which may then be reinstated by the Parties in their collective discretion.

Section 13.14 C
ounterparts . This Agreement may be executed in counterparts and multiple originals.

Section 13.15 A mendments . The Parties can amend this Agreement only by means of a writing signed by both Parties.

Section 13.16 R ecordation of Memo of DD LA. The Parties consents to the recordation of the memorandum of this Agreement, in the form attached as Exhibit K in the Official Records against Developer's interest in the Property.

Section 13.17 S tandard 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.

Section 13.18 E ffectiveness of Agreement . This Agreement is dated for convenience only and shall only become effective on the Effective Date.

Section 13.19 D
elegation of Authority to City Manager. This Agreement may be amended from time to time as the Parties find is necessary. The City Manager shall have the authority to make minor a mendments to effectuate the intent of this Agreement. Upon approval of this Agreement by the City Council, the City Manager shall also have the authority to execute the final documents and agreements referenced in this Agreement and other related documents to implement the intent and terms of this Agreement, as well as the specific delegations of authority set forth herein as approved by the City Council’s resolution approving this Agreement .

EXHIBIT A
609
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:

Assistant City Attorney
DEVELOPER:

By: Eden Housing, Inc.,
a California nonprofit public benefit
corporation,
its manager
By: ____________________________
Name: Andrea Osgood
Title: Senior Vice President of Real
Estate Development

EXHIBIT A
610

EXHIBIT A
LE

GAL DESCRIPTION UNDIVIDED PARCEL
REAL

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

BEIN
G ALL OF PARCEL 1 OF TRACT MAP NO. 8574, RECORDED
DECEMBER 23, 2020, IN BOOK 365 OF MAPS AT PAGES 15-19, ALAMEDA COUNTY RECORDS.

CONT
AINING 90,615 SQUARE FEET OF LAND MORE OR LESS
APN: 098-0289-22
SHEET
1 OF2

EXHIBIT A
611

EXHIBIT A
612
Exhibit B
Project Objectives
The Property shall be developed as multi-family affordable rental housing with up to 130 units.

The Project was approved by City Council for entitlement May 24, 2021 and as part of the design and development of the Improvements, the Project shall make way for and accommodate the development of an open green/publicly accessible City-owned park space and pedestrian access path (Veterans Park) as generally depicted in the approved Downtown Concept Plan and described in the Downtown Core Landscape Design Guidelines.

Parties have satisfied through the Project entitlements, completion of environmental studies and as described herein the DDLA, the following elements:
• Configuration of the Property and potential Property subdivision • Environmental Condition of the Property at Transfer
• Developer’s contribution to the Downtown Landscape Maintenance District LL-859 • Design elements, which shall be consistent with zoning and downtown specific plan requirements.
• Integration with adjacent planned uses including, Stockman’s Park, a Science and Society Center, Black Box Theater, and Veterans Park.
• Parking accommodations on the site
• A housing selection process to give application preferences for renting to local workers, including teachers, emergency responders (including emergency medical response), employees of businesses downtown, and professional artists as permitted by federal law. • Unit sizes and mix of unit types
• Affordability levels, which shall, at a minimum, satisfy the restrictions in the First Amendment to a Notice of Affordability Restrictions on Transfer of Property and Declaration of Restrictive Covenants, recorded in the Official Records of Alameda County, document number 2018227103
Parties shall negotiate in good faith to finalize the following additional Project elements:
• A plan for ongoing operations and maintenance of the Improvements • Financing of the Improvements

EXHIBIT A
613
Schedule of Performance
Pre-Development
# Milestone Due Date/Completion Date
1 Insurance Requirements Fulfilled Completed
2 Organization Documents Completed
3 Complete Site Due Diligence Completed
4 Obtain Planning Approval/Development Entitlements Completed 5 Preliminary Pro Forma Completed
6 Appraisal Completed
7 Predevelopment Loan Completed
Prior to Close of Escrow on Undivided Parcel
8 Final approved Regulatory Agreement and Prommissory Note For A&R DDLA 23-May-22
9 CC Approval of Amended and Restated DDLA 23-May-22
10 Federal Environmental Review and Clearance 22-Jul-22 11 Submit Application for Minor Amendment to Tentative Map 1-Jun-22 Close of Escrow on Undivided Parcel 30-Sep-22
Pre-Construction
12 Financing Commitments 2 years post-litigation
13 Final Pro Forma 2 years post-litigation
14 Developer Submit Draft Final Map and Public Improvement Plans for review 2 years, 3 months post-litigation
15 Developer Submit draft Building Permit Plans for review 2 years, 3 months post-litigation 16 City Council Approval of Final Parcel Map, including acceptance of Veterans Park Parcel, Subdivision Improvement Agreement, & Public Improvement Plans 5 months post submittal (line 14) 17 Developer Dedicates Veterans Park Parcel to City via Final Map
On or before first phase construction
financing closing
18 Close of Escrow on all Construction Financing 2 years + 194 days post-litigation Commence Construction Phases 1 & 2
Within 60 days of City Issuance of Final
Building Permit Plans for each phase
Complete Constructions Phases 1 & 2 3 years post commencement of each phase

EXHIBIT C

EXHIBIT A
614

EXHIBIT D
(IN

TENTIONALLY OMITTED)

EXHIBIT A
615

EXHIBIT E

EXHIBIT A
616

EXHIBIT A
617

EXHIBIT A
618

EXHIBIT A
619

EXHIBIT A
620

EXHIBIT A
621

EXHIBIT A
622

EXHIBIT A
623

EXHIBIT A
624

EXHIBIT A
625