Livermore City Council
May 23, 2022

NOT
ICE TO BORROWER:

THI

S DOCUMENT CONTAINS PROVISIONS

RESTRICTING RESALE AND ASSUMPTIONS
PRO

MISSORY NOTE
Downtown Housing Project Site Acquisition
Secured by a Deed of Trust
Principal Amount: $7,800,000_ [DATE]
[ADD RESS/APN: 098-0289-22]
FOR VALUE RECEIVED, the undersigned [NAME OF OWNER L.P.] , [ENTITY TYPE] (“Borrower”) whose address is [ ], he reby promise(s) to pay to the order of the City of Livermore, a municipal corporation (“ City”), at 1052 South Livermore Avenue, Livermore, California 94550, the principal amount of Seven Million Eight Hundred Thousan d Dollars ($7,800,000 ), together with interest accrued thereon, as set forth in this Promissory Note (the “Seller Take Back Note” or “Note”).

Pursuant to that certain Amended and Restated Disposition, Development and Loan Agr
eement (“DDLA”) dated May __ , 2022 by and betw een City and Borrower (the “Developer”), the Developer agreed to develop the “Undivided Parcel” as described in Exhibit A, attached hereto, into three parcels, and more particularly to develop 130 units of affordable workforce housing (the “Project”) on the property as described in Exhibit B, attached hereto (the “Property”).

In accordance with the DDLA, the Borrower intends to purchase, develop, own and operate the Project on the Property. Pursuant to the DDLA, the City has made an acquisition loan to Borrower in the original principal amount of Seven Million Eight Hundred Thousand Dollars ($7,800,000)(the “Site Acquisition Loan”) to purchase the Property.

This Note is made and delivered pursuant to and in conjunc tion with the DDLA and that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants entered into by and between the City and Borrower dated as of even date herewith (the “Regulatory Agreement”). All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the DDLA. The Borrower’s obligations with respect to this Note are secured by that certain Deed of Trust and Assignment of Rents (Short Form) entered into by Borrower for the benefit of the C ity as of even date herewith ( the “Seller Take Back Site Acquisition Deed of Trust” or “Deed of Trust”) executed by the Borrower concurrently herewith.

1. Borrower’s Obligation. T his Note evidences the Borrower’s obligation to pay the City the Principal Amount, as that term is subsequently defined, loaned to the Borrower by the City to finance the Property’s purchase, as set forth in the DDLA . As a condi tion of receiving the Principal Amount, the Borrower promises and agrees to comply will all terms and conditions of this Note.

EXHIBIT F

EXHIBIT A
626

2. Principal. The principal amount of this Note, $7,800,000(“Principal Amount”), is loaned to the Borrower by the City to finance acquisition of the Property, as set forth in the DDLA.

3. Interest. The Note shall bear simple interest at three percent (3%)] annual interest as of the date of this Note.

4. Term. The entire indebtedness evidenced by this Note shall be repaid to the City by no later than the date that is t he earlier of: (i) fifty-five (55) years from the date the Project’s financing converts to permanent financing; or (ii) the sixty fifth (65th) anniversary of the date hereof (the “Maturity Date”).

5. Repayment. The Borrower shall make payments towards principal and accrued interest due on the Property Acquisition Loan from residual receipts pari passu with other City and other soft lender financing from a pro rata share of Surplus Cash as described in 5.1 during the Term of this Note. This Note becomes due and payable in full on (a) the date the Property is sold or transferred in a manner which is ineligible under the terms of the DDLA, Loan Agreement, or Regulatory Agreement, or (b) an Event of Default by Borrower which has not been cured as provided for in this Agreement, but in any event (c) no later than the Maturity Date. Any payments made by Borrower pursuant to this section shall be applied first to pay current annual interest due, and then to reduce the principal amount of the Property Acquisition Loan. All payments by the Borrower shall be paid to the City in currency of the United States of America, which at the time of the payment is lawful for the payment of public and private debts.

All payments on this Note shall be made payable to the
City of Livermore, and shall be
delivered to the City at 1052 South Livermore Avenue, Livermore, California, 94550, or to such other place as the City may from time-to-time designate.

All payments on this Note shall be without expense to the City, and the Borrower agrees to pay all costs and expenses incurred in connection with the payment.

5 .1 Annual Payments from Surplus Cash. By not later than July 1 of each year, Borrower shall pay to City fifty percent (50%) of Surplus Cash split pro rata with all other soft lenders approved by the City, generated by the Property during the previous calendar year to reduce the indebtedness owed under this Note.

B
y not later than June 1 of each year, Borrower shall provide to City Borrower’s calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request to substantiate Borrower’s calculation of Surplus Cash. City shall have the right to inspect and audit Borrower’s books and records concerning the calculation of Surplus Cash, and to object within ninety (90) days from receipt of Borrower's statement. Failure to timely object shall be deemed acceptance. If City does object, City shall specify the reasons for disapproval. Borrower shall have thirty (30) days to reconcile any disapproved item.

No later than November 1 of each year, Borrower shall provide to City a projected budget for the following calendar year which shall include an estimate of Surplus Cash. City will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld, provided, however, if the proposed budget has not been rejected by City within 30 days of receipt, City shall be deemed to have accepted the budget. If the budget is not acceptable, City shall specify the reasons for disapproval. Once approved, any

EXHIBIT A
627

changes to the budget that exceed ten percent (10%) of the total budget shall require City's pr
ior written consent, which consent shall not be unreasonably withheld. 5 .1.1 “Surplus Cash” shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Property. Surplus Cash shall also include net cash proceeds realized from any refinancing of the Property, less fees and closing costs reasonably incurred in connection with such refinancing, and any City-approved uses of the net cash proceeds of the refinancing.

5.1.2 “Gross Revenue” shall mean for each calendar year during the term hereof, all revenue, income, receipts and other consideration actually received from the operation and leasing of the Property. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants; Section 8 payments or other rental subsidy payments received for the dwelling units; deposits forfeited by tenants; all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; and the proceeds of casualty insuranc e not required to be paid to the holders of Approved Senior Loans (provided however, expenditure of such proceeds for repair or restoration of the Property shall be included within Annual Operating Expenses in the year of the expenditure).

Gross Revenue shall not include tenant security deposits, loan proceeds, capital contributions or similar advances, or interest earned on restricted reserve accounts.

5.1.3 “Annual Operating Expenses” shall mean for each calendar year during the term hereof, the following costs reasonably and actually incurred for the operati on and maintenance of the Property to the extent that they are substantiated by such documentation as City may reasonably require: property taxes and assessments; debt service currently due and payable on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Property) on loans which have been approved in writing by the City and which are secured by deeds of trust senior in priority to the Deed of Trust (“Approved Senior Loans”); property management fees and reimbursements in amounts in accordance with industry standards for similar residential projects and paid pursuant to a property management agreement approved by City; premiums for p roperty damage and liabil ity insurance; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits required for the operation of the Property; expenses for security services; advertisin g and marketing costs; ac counting costs; payment of deductibles in connection with casualty insurance claims not paid from reserves; tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capi tal replacements and operating expenses in the amount specified in the Regulatory Agreement or reasonably approved by the City; annual monitoring fees, if any, payable to the City or other public agencies in connection with loans provided for the Property; and other ordinary and reasonable operating expenses approved by City.

5.1.4 Exclusions from Annual Operating Expenses. Annual Operating Expenses shall exclude the following: contributions to Property operating or replace ment reserves, except as provided in Section 5.1.3; debt service payments on any loan which is not an Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are subordinate to the Deed of Trust; depreciation, amortization, depletion and other non- cash expenses; expenses paid for with disbursements from any reserve account; any amount paid to Borrower, or any entity controlled by the persons or

EXHIBIT A
628

entities in control of Borrower. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses, subject to applicable limitations set forth in Section 5.1.3 above, even if paid to Borrower or an affiliate of Borrower: fees paid to a property m anagement agent, resident services agent, or social services agent; deferred developer fees; annual asset management fees paid to Borrower’s limited partner; an annual partnership management fee paid to Borrower’s general partner in an annual amount of up to $25,000 increasing no more than 3% annually; and subject to Section 5.1 .5, repayment of cash advances by Borrower to cover Property operating expense deficits or emergency cash needs of the Property. Payments to Borrower or affiliates in excess of the limitations set forth in Section 5.1.3 shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash.

5.1.5 A
djustments to Annual Operating Expenses. Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, Annual Operating Expenses shall include the repayment of operating deficit loans provided by Borrower provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equiv alent to the lesser of (i) interest accrued at the actual interest rate charged for the loan, or (ii) interest accrued at a rate equal to the Applicable Federal Rate.

6. Prepayment.

At its option and without any premium or penalty, Borrower may pay all or a portion of the outstanding Principal Amount prior to the amount becoming due. The Borrower may make such prepayments at any time, or from time-to-time, before the prepaid amount is due. All prepayments shall be applied by the City to reduce the amount of the outstanding Principal Amount owed under this Note.

7. Encumbrances. The Borrower shall not encumber the Property, permit the covenancy, transfer, or encumbrance of the Property, allow the placement of any liens, notes or deeds on the Property, or use the Property as security for any note or loan, without t he City’s prior written approval; provided, however, that the approval of encumbrances consistent with the approved Financing Plan included in the DDLA shall not be unreasona bly withheld. Any written approval by the City shall be consistent with the requirements of Section 12 below.

8. Payment Acceleration. T he Principal Amount of this Note, together with all accrued interest and other outstanding payments and penalties, shall become immediately due a nd payable upon the occurrence of any of the following events, each subject to any applicable notice and cure periods:

A. T he Borrower fails to use the Property in accordance with the DDLA, Loan Agreement or Regulatory Agreement;
B. The Borrower fails to cure a default consistent with the requirements of Section 9 below;
C. The transfer of the Property or this Note in violation of Section 11, and without the City’s written approval consistent with the requirements of Sections 12 and 13 below;
D. The encumbrance of the Property in violation of Section 7, without the City’s written approval consistent with the requirements of Sections 7 and 13; E. Borrower is found to be in Default of the DDLA

EXHIBIT A
629

9. Default – Notice & Opportunity to Cure. If, in the City’s sole discretion, the Borrower fails to observe or perform any condition contained herein, or take diligent action towards the cure or remedy of such event, for a period of 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 and the City shall be entitled, and in addition to all other remedies provided by law or in equity, to compel specific performance by the Borrower of its obligations under this Note. Any investor limited partner of Borrower or Borrower's assignee shall have the same notice and cure rights granted to Borrower, and any cure tendered by such investor shall be accepted or rejected on the same basis as if tendered by Borrower.

10. Default Rate.

Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate of the lesser of ten percent (10%) per annum or the maximum rate permitted by law (the “Default Rate”); provided however, if any payment due hereunder is not paid when due, the Default Rate shall apply commencing upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent City from exercising any of its other rights or remedies.

11. Prohibited Transfers.

Except as otherwise permitted by the terms of this Note or the DDLA, the Borrower is prohibited from transferring by sale, lease, trade, exchange, rental, gift, a
ssignment, conveyance, the Property or any part thereof, or any trust or power, or any transfer in any other mode or form, of the Property or any part thereof or any interest therein; provided, however, that the Borrower may transfer any or all of its interest in the Property to a subsidiary or affiliate controlled by Borrower. Notwithstanding anything to the contrary contained herein, this Note shall be assignable and transferable in whole or in part to one or more limited partnerships affiliated with Borrower, so long as any such assignment or other document evidencing such assignment is acceptable to the City. Borrower may transfer limited partner interests to a tax credit investor (the “Investor”), and such Investor may further transfer its limited partner interests, and the Investor may remove Borrower’s general partner pursuant to the terms of the Borrower’s limited partnership agreement, with the City’s consent, which consent will not be unreasonably withheld.

12. P ermitted Transfers . Under the following limited circumstances, the City may give its prior written approval for the transfer of the Property: The Property is to be transferred to another qualified developer, as pre- determined by the City, whi ch is a non-profit serving the same mission to provide housing under the DDLA, Loan Agreement and Regulatory Agreement and will assume the Borrower’s rights and obligations under the Deed of Trust, this Note, and the DDLA, Loan Agreement and Regulatory Agreement.

13. Prior Written Approval.

The City shall not unreasonably withhold its written approval of permitted transfers, encumbrances and refinancing by the Borrower. However, the City may only give written approval of those transfers, encumbrances, and refinancing authorized by this Note. The Borrower must request the City’s written approval prior to pursuing any transfer, encumbrance, or refinancing. If not approved, or in violation of this Note, any unapproved transfer, encumbrance, or refinancing shall be null and void and the Borrower must deliver to the City any profits or benefit received from the transaction consistent with the requirements of Section 22.

EXHIBIT A
630

14. A udit and Inspection. To the extent permissible under laws and regulations protecting individual confidentiality, the City shall have access to, and is hereby authorized by the Borrower to inspect, make copies or photographs of, the Property, books, utility accounts, and records of the Borrower pertaining to this Note and the Borrower’s use of the Property.

15. Notices. A ny demand or notice which either party desires to deliver to the other, shall be in writing and shall be delivered by hand, sent by a recognized overnight courier, deposited in the United States mail with a first-class prepaid postage and a return receipt requested, to ensure timely and complete delivery to the other party at the addresses noted above.

16. Attorney Fees and Costs. B
orrower agrees that if any amounts due under this Note are not paid when due, to pay all costs and expenses of collection and reasonable attorney fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed.

17. Severability. E
very provision of this Note is intended to be severable. If any provision is held by a court of competent jurisdiction to be invalid, illegal, and unenforceable, the validity, legality, and enforceability, of the remaining provisions shall not in any way be affected or impaired.

18. Interpretation. The provisions of this Note have been arrived at through negotiation and each party had a full and fair opportunity to revise the provisions and have them reviewed by legal counsel. The parties agree that any ambiguities in construing or interpreting this Note shall not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language of this Note and the DDLA, the language of the DDLA shall control.

19. Joint and Several Obligations. T
his Note is the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns.

20.. Negotiability.

Except as otherwise provided herein, this Note is non-negotiable and not transferable by the Borrower. The City, in its sole discretion, may, in the event of an Event of Default by the Borrower that is not cured as provided for in the DDLA, negotiate a transfer, assignment, or assumption of this Note to any person and upon a minimum ninety (90) day written notice to the Borrower by the City.

21. Binding Upon Successors. A ll provisions of this Note shall be binding upon and inure to the benefit of the successors -in-interest, transferees, and assigns of the Borrower and the City, respectively.

22. Nonre course . Except as expressly provided in this Section 22, Borrower shall have no personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Property and any other collateral held by City as secur ity for this Note; pr ovided however, nothing contained in the foregoing limitation of liability shall: (A) impair the enforcement against all such security for the Loan of all the rights and remedies of the City under the Deed of Trust as such may be amended, modified, or restated from time to time; (B) impair the right of City to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Deed of Trust, the interest in the Property created thereby and any other collateral given to City in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action; (C) be deemed in any way to impair the right of the City to assert the unpaid principal

EXHIBIT A
631

amo unt of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City hereunder or to require that the Property shall continue to secure all of the indebtedness owed to City hereunder in accordance with this Note and the Deed of Trust; or (E) limit or rest rict the ability of City to seek or obtain a judgment against Borrower to (1) recover under any provision of the City Documents that obligates Borrower to indemnify City, or (2) recover from Borrower compensatory damages as well as other costs and expenses incurred by City (in cluding without limitation reasonable attorneys’ fees and expenses) arising as a result of the occurrence of any of the following: (a) any fraud or intentional misrepresentation on the part of the Borrower or any officer, director or authorized representative of Borrower in connection with the request for or creation of the Loan, or in any City Document, or in connection with any request for any action or consent by City in connection with the Loan; (b) any failure to maintain insurance as required pursuant to the City Documents; (c) failure to pay taxes, assessments or other charges which may become liens on the Property (subject to the right to contest as set forth in the DDLA); (d) the violation of the Borrower’s obligations under Article I of the DDLA, except as limited by the provisions of such agreement; (e) the occurrence of any act or omission of Borrower that results in waste to or of the Property and which has a material adverse effect on the value of the Property; (f) the removal or disposal of any personal property or fixtures or the retention of rents, insurance proceeds, or condemnation awards in violation of the Deed of Trust; (g) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; and (h) the failure of Borrower to pay all amounts payable under this Note in full if Borrower Transfers the Property in violation of the DDLA or the Regulatory Agreement.

23. Amendment Contemplated by DDLA. Notwithstanding anything to the contrary contained herein, upon the conveyance as contemplated in Section 3.2 of the DDLA, this Note shall be modified as further set forth therein.
[S
ignature Page to Follow]

EXHIBIT A
632

DATE:

BORROWER

By: [NAME]
[ENTITY TYPE]

By: ____________________________
[NAME]
[TITLE]

Attachments
E XHIBIT A - Legal Description of Undivided Parcel
EXHIBIT B - Description of Property

EXHIBIT A
633

RECO RDING REQUESTED BY
Old Republic Title Company
AND W

HEN RECORDED MAIL TO
Cit
y of Livermore
1052 S. Livermore Avenue
Livermore, Ca. 94550-4899
Loan No.:

Space Above This Line for Recorder’s Use Only
A.

P.N.: [098-0289-22] File No.:

DE

ED OF TRUST AND ASSIGNMENT OF RENTS
(Short Form)
TH
IS DEED OF TRUST, made this ______________ , 2022 between TRUSTOR: [NAME OF OWNER L.P.], [ENTITY TYPE]whose address [ ] TRUSTEE: Old Republic Title Company
and BENEFICIARY: City of Livermore, a Municipal Corporation Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the City of Livermore, Alameda County, State of California, described as:

SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF
If the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable.

TO
GETHER WITH the rents, issues, and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph 10 of the provisions, incorporated by reference, to collect and apply such rents, issues and profits.

FOR THE PURPOSE OF SECURING: 1. Performance of each agreement of Trustor, incorporated by reference or contained herein. 2. Payment of the indebtedness evidenced by one Promissory Note of even date herewith, and any extension or renewal thereof, in the principal sum of $__________, executed by Trustor in favor of Beneficiary or order. 3. Payment of such further sums as the then record Owner of said property hereafter may borrow from Beneficiary, when evidenced by another Note (or Notes) reciting it is so secured
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: By the execution and delivery of this Deed of Trust and the Note secured hereby, that provisions (1) to (14), inclusive, of the fictitious deed of trust recorded in Santa Barbara County and Sonoma County on October 18, 1961, and in all other counties on October 23, 1961, in the book and page of the Official Records in the office of the county recorder of the county where said property is located, noted below and opposite the name of such county, viz:

EXHIBIT G

EXHIBIT A
634
APN: File No.

1. 2.

Signature of Trustor(s)
D
ated: ,
A.P.N. - Deed of Trust File No.:
and Assignment of Rents (Short Form) - continued
County Book Page County Book Page County Book Page County Book Page County Book Page Alameda 435 684 Imperial 1091 501 Merced 1547 538 San Benito 271 383 Siskiyou 468 181 Alpine 1 250 Inyo 147 598 Modoc 184 851 San Bernadino 5567 61 Solano 1105 182 Amador 104 348 Kern 3427 60 Mono 52 429 San Francisco A332 905 Sonoma 1851 689 Butte 1145 1 Kings 792 833 Monterey 2194 538 San Joaquin 2470 311 Stanislaus 1715 456 Calaveras 145 152 Lake 362 39 Napa 639 86 San Luis Obispo 1151 12 Sutter 572 297 Colusa 296 617 Lassen 171 471 Nevada 305 320 San Mateo 4078 420 Tehama 401 289 Contra Costa 3978 47 Los Angeles T2055 899 Orange 5889 611 Santa Barbara 1878 860 Trinity 93 366 Del Norte 78 414 Madera 810 170 Placer 895 301 Santa Clara 5336 01 Tulare 2294 275 EI Dorado 568 456 Marin 1508 339 Plumas 151 5 Santa Cruz 1431 494 Tuolumne 135 47 Fresno 4626 572 Mariposa 77 292 Riverside 3005 523 Shasta 684 528 Ventura 2062 386 Glenn 422 184 Mendocino 579 530 Sacramento 4331 62 Sierra 29 335 Yolo 653 245 Humboldt

657 527 S an Diego Series 2 Book 1961, Page 183887 Y uba 334 486 which provisions, identical in all counties, are printed below) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth i n this Deed of Trust.

In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale be mailed to Trustor at Trustor's address hereinbefore set forth, or if none shown, to Trustor at property address.

FURTHERMORE, in the event of foreclosure or deed in lieu of foreclosure, any provisions herein or any provisions in any other collateral agreement restricting the use of the Property to low or moderate-income households or otherwise restricting the Trustor's ability to sell the Property shall have no further force or effect. Any person (including successors or assigns thereto) receiving title to the Property through a foreclosure or deed in lieu of foreclosure shall receive title to the Property free and clear from such restrictions.

NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT TO THE ADDRESS CONTAINED IN THIS RECORDED REQUEST. IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED.

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

STATE OF California }
}ss.

COUNTY OF }
On___
, before me, _________________________, Notary Public, personally appeared____, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

W
ITNESS my hand and official seal.
____
______________________________ (Seal)
Signature of Notary Public

EXHIBIT A 635
APN: File No.
. Deed of Trust
and Assignment of Rents (Short Form) - continued
:

DO NOT RECORD
The following is a copy of provisions (1) to (14), inclusive, of the fictitious Deed of Trust, recorded in each county In California, as stated in the foregoing Deed of Trust and incorporated by reference In said Deed of Trust as being a part thereof as if set forth at length therein.

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1) T
o keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanli ke manner any building which may be constructed, damaged or destroyed thereon, and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To p
rovide, maintain and deliver to Beneficiary fire Insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Benefici ary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4)
To pay: at least ten days before delinquency, all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any pa yment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
(5) To
pay Immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the rate called for in the note secured hereby, or at the amount allowed by law at date of expenditure, whichever is greater, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in this same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (8) That at any time or from time to time, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in grantin g any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(9) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee is such reconveyance may be described as "the person or persons legally entitled thereto. Five years after issuance of such full reconveyance, Trustee may destroy said Note and this Deed of Trust (unless directed in such req uest to retain them.)
(10) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedn ess secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, Issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act pursuant to such notice. (11) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said Note(s) and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and In such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, inc luding cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the persons or persons legally entitled thereto. (12) Beneficiary, or any successor in ownership of any Indebtedness secured hereby may, from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, witho ut
con
veyance from the Trustee predecessor, succeed to all its titJe, estate, rights, powers and duties, must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust Is recorded and the name and address of the new Trustee. (13) That this Deed of Trust applies to, insures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees , administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the Note secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so required, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) That Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as prov ided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be party unless brought by Trustee.

P
age 3 of 4

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636
APN: File No.

Deed of Trust
and Assignment of Rents (Short Form) - continued

------------------------------------------------------------------------DO NOT RECORD--------------------------------------------------------

REQUEST FOR FULL RECONVEYANCE
To be used only when note has been paid.

To: _________________, a California Corporation, Trustee

Dated: _________________________________________ _

The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same.

Mail Reconveyance to:

By

By

Do not lose or destroy this Deed of Trust OR THE NOTE which it secures.

Both must be delivered to the Trustee for cancellation before reconveyance will be made.

Short Form
DEED OF TRUST _____________________ TITLE COMPANY, A CALIFORNIA CORPORATION

WITH POWER OF SALE

INDIVIDUAL

EXHIBIT A
637
APN: File No.

EXHIBIT A
T
he land referred to is situated in the County of Alameda, City of Livermore, State of California, and is described as follows:
[
TITLE COMPANY TO ATTACH]

EXHIBIT A
638

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

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

EXEMPT FR

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

AFFORDAB

LE HOUSING REGULATORY AGREEMENT
AND

DECLARATI

ON OF RESTRICTIVE COVENANTS
by and betw
een

THE CITY O

F LIVERMORE
and
[NAME O
F PROJECT OWNER L.P. TO BE INSERTED]
_____________, 2022

EXHIBIT H

EXHIBIT A
639
This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into effective as of _________, 2022 (“Effective Date”) by and between the City of Livermore , a municipal corporation (“ City”) and [NAME OF PROJE CT OWNER L.P. TO BE INSERTED] , a California [ENTITY TYPE] (“Owner”). The City and the Owner are collectively referred to herein as the “Parties.”

R E C I T A L S
A. Owner owns the real property located in the City of Livermore, Alameda County, California, at ______________, known as Alameda County Assessor Parcel Nos. _______, and more particularly described in Exhibit A attached hereto (the “Property”).

B. On ____, the City entered into an Amended and Restated Disposition, Development and Loan (“DDLA”), whereby City describes the terms for development and conveyance of the Property and provide s for a predevelopment loan in the amount of $500,000 (the “Predevelopment Loan”) which is secured by a Predevelopment Promissory Note and Deed of Trust. Pursuant to the DDLA, Owner will develop, own, and operate an affordable housing development consisting of one hundred thirty (130) units of affordable workforce housing for families (the "Project”).

C. Pursuant to the DDLA, the City has also agreed to provide a loan to Owner in the amount of $7,800,000 (the “Site Acquisition Loan ”) to assist in financing acquisition of the Property which is secured by a Seller Take Back Acquisition Promissory Note to evidence Owner’s obligation to repay the Loan, and a Seller Take Back Acquisition Deed of Trust to be executed by Owner for the benefit of City and recorded substantially concurrently herewith. As a condition precedent to the funding of the Site Acquisition Loan, City requires the Project to be subject to the terms, conditions and restrictions set forth herein.

Capitalized terms used without definition herein shall have the meaning ascribed to such terms in the DDLA.

D. The DDLA provides that the Restricted Units to be developed on the Property will be required to be available to Eligible Households at Affordable Rents in accordance with this Agreement for a period of not less than the term of fifty-five (55) years.

E. The City recognizes there is a shortage of affordable housing and, in particular, and, in particular, lower and middle -income households face barriers which inhibit equal access to housing. Therefore, reserving affordable units for persons working in the community which allow them to live locally is needed to offer equal access to housing.

G. The purpose of this Agreement is to satisfy the affordability requirements of the City’s affordable housing program and t o regulate and restrict the occupancy and rents of the Project’s Restricted Units for the benefit of the Project occupants and set forth the use and maintenance of the community buildings. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner’s successors and assigns for the full term of this Agreement.

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

1.1 Definitions; Ex hibits. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits. “ Actual Household Size" m eans the actual number of persons in the applicable household. “Adjusted for Family Size Appropriate for the Unit” shall be determined consistent with Section 50052.5(h) of the California Health and Safety Code, subject to the application of federal rules and regulations applicable to Project financing sources, including Section 42(g)(2) of the Internal Revenue Code of 1986 as amended (or successor provision).

"Affordable Rent" means for units that are restricted for rental to households with incomes of not more than one hundred ten percent (110%) of AMI, a monthly rent that does not exceed one-twelfth of thirty percent (30%) of one hundred ten percent (110% ) of Area Median Income, Adjusted for Family Size Appropriate for the Unit , less a utility allowance and other fees and charges required to be paid by tenants of the Project on a non -optional basis which have been approved by the City.

"Area Median Income" or "AMI" means the median income for Alameda County, California, adjusted for Actual Household Size , as determined pursuant to California Tax Credit Allocation (“TCAC”) regulations.
“City’s Authorized Representative” means the City Manager of the City of Livermore or his/her designee .
“City Documents” means collectively, this Agreement, the DDLA, the City Notes, the City Deeds of Trust.
“Claims ” is defined in Sectio n 2.10
.
“City Amended and Restated Disposition, Development and Loan Agreement ” is defined in recital B -D.
“City Pre-Development Deed of Trust” is defined in Recital B. “City Pre-Development Note” is defined in Recital B.
“Seller Take Back Acquisition Deed of Trust” is defined in Recital C. “Site Acquisition Loan” is defined in Recital C.
“Seller Take Back Acquisition Note” is defined in Recital C. “City Deeds of Trust ” is defined as that City Predevelopment Deed of Trust and City Acquisition Deed of Trust.

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“City Notes ” is defined as the City Predevelopment Note and Seller Take Back Acquisition Note.
“Eligible Household” mea ns a household for which gross household income upon initial occupancy does not exceed the maximum income level for a Restricted Unit as specified in Section

2.3. “Indemnitees” is defined in Section 2.10.
“Marketing and Tenant Selection Plan” is defined in Section 6.5. “Rent” means the total of monthly payments by the Tenant of a Unit for the following: use and occupancy of the Unit and land and associated facilities, including parking; any separately charged fees or service charges assessed by Owner that are customarily charged in rental housing and required of all Tenants, other than security deposits; an allowance for the cost of an adequate level of service for utilities paid by the Tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV; and any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than Owner, and paid by the Tenant. “Rent Restricted” mea
ns limited to an Affordable Rent.
“Residential Project” means an affordable housing development on the Property consisting of 130 apartments ( including up to 2 unrestricted manager’s unit s) as described in Recital B.
"Restricted Unit " means a dwelling unit that is restricted by the City pursuant to this Agreement pursuant to 2.3.
“Project” is defined in Recital B.
"Tenant" means a household legally occupying a Unit pursuant to a valid lease with Owner.
"Unit" means one of the one hundred thirty (130) units in the Project, including the manager's unit(s).

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

A Legal Description of Property
B Insurance Requirements
C Form of Annual Report

2. Use and Affordability Restrictions. Ow ner hereby covenants and agrees, for itself and its successors and assigns, that pursuant to this Agreement the Residential Project shall be used solely

EXHIBIT A
642
for the operation of a multifamily rental housing development of which sixty-three (63), which is no more than 49% of the total units, shall be Restricted Units. The Restricted Units shall consist of ___ studios, ___ 1- bedroom units, and ___ 2 -bedroom units. Owner represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Agreement, and Owner covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City.

2.1 Intentionally Omitted.

2.2 Intentionally Omitted.

2.3 Aff
ordability and Occupancy Requirements. Throughout the term of this Agreement (as defined in Section 4.1 below) Owner agrees that: (i) not less than Sixty Three (63) of the residential units shall be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose gross household income is no greater than one hundred ten percent (110%) of AMI; and, (ii) all other units, except for two (2) of the residential units in the Project which shall be manager’s units for which rent will not be restricted, will be restricted by the TCAC restrictive covenant to be recorded when the units are placed-in-service by TCAC’s definition (“TCAC Units”) . For the purpose of determining whether a household is an Eligible Household, gross household income shall be determined in accordance with TCAC regulations and federal regulations applicable to low-income housing tax credits. The Restricted Units shall generally reflect the unit bedroom mix of all of the units in the Project. Maximum unit occupancy standards shall be established according to TCAC regulations or in the absence of such regulations shall be two persons per bedroom plus one additional person. To the extent permitted by law and consistent with the program regulations for funding sources used for development of the P roject, Owner shall give a preference in the rental of the residential units in the Project to Eligible Households who are 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. Owner shall develop m arketing policies or other rental policies and procedures approved by the City, as may be amended from time to time, to ensure that residents and people who live or work in Livermore who qualify for the Project are provided adequate notice and opportunity to rent units in the Project.
( a)
In the event that recertification of tenant incomes indicates that the number of Restricted Units actually occupied by Eligible Households falls below the number reserved for each income group as specified in this Section 2. 3, Owner shall rectify the co ndition by renting the next available dwelling unit(s) in the Project to Eligible Household(s) until the required income mix is achieved. A dwelling unit shall qualify as “Rent Restricted” if the gross rent charged for such unit does not exceed the Affordable Rent for the applicable household income category as set forth in Section 2.3.

EXHIBIT A
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(b) Notwithstanding anything to the contrary contained in this Agreement, if other Project lenders, Project investors, or regulatory agencies restrict a greater number of units than restricted by this Agreement or require stricter household income eligibility or affordability requirements than those imposed hereby, the requirements of such other lenders, investors or regulatory agencies shall prevail, including without limit ation, the rent and occupancy requirements imposed in connection with the use of project based vouchers or other rent subsidies.

2.4 Rents for Restricted Units . For
all Restricted Units rents shall be limited
to Affordable Rents for households of the applicable income limit and presumed household size in accordance with Section 2.3 . A household which at initial occupancy qualifies in a particular income category shall be treated as continuing to be of such income category so long as the household’s gross income does not exceed one hundred forty percent (140%) of the applicable income limit.
(a) For the purpose of
determining whether a household is an Eligible Household , gross household income shall be determined in accordance with TCAC regulations and federal regulations applicable to low-income housing tax credits. In the event that TCAC no longer publishes the income and rent information that this Agreement contemplates that TCAC will publish, respectively, the City shall provide Owner with other income and rent determinations which are reasonably similar with respect to methods of calculation to those previously published by TCAC, as applicable. (b) Subject to Section 2.3, if, upon recertification of the income of a tenant of a R
estricted Unit, Owner determines that a Tenant of a Restricted Unit has an income exceeding the maximum qualifying income, such Tenant shall be permitted to continue occupying the Restricted Unit and upon sixty (60) days written notice, the Rent may be increased to one-twelfth (1/12th) of thirty percent (30%) of the actual adjusted income of the Tenant or the current fair market rent for that unit, whichever is less, and Owner shall rent the next available Unit of the appropriate size to a n Eligible Household at a Rent not exceeding the maximum Rent specified in this Section, or designate another Unit in the Residential Project with a as a Restricted Unit, at a Rent not exceeding the maximum Rent specified in this Section.
(c) Initial Rents are subject to City approval. Rents may not be increased more often than once every twelve (12) months and by no more than five percent (5%) per year, except as otherwise provided in Sections 2.4( a), 2.5 (b) or 2.6(c) . Owner shall provide each Tenant with at least sixty (60) days written notice of any increase in Rent applicable to such Tenant. Owner shall comply with California rent control laws and tenant notification to the extent applicable. If there are any overlaps between this Agreement and the law, the more restrictive limits and noticing requirements shall govern.

2.5 Loss of Subsidy. It is anticipated that certain Units in the Development (the "Subsidy Units") will receive Project-Based Section 8 or other rental subsidies (the "Rental Subsidy") throughout the Term, as reflected in the Financing Plan for the Project. If any change in federal law occurs, or any action (or inaction) by Congress or any federal or state agency occurs, which results in a material reduction, termination or nonrenewal of the Rental Subsidy through no fault

EXHIBIT A
644
of the Owner, such that the Rental Subsidy shown on the Finance Plan for the Development approved by the City is no longer available, Owner shall, in anticipation of such loss in Rental Subsidy, use good faith efforts for a period of ninety (90) days, to identify and obtain alternative sources of rental subsidies and shall provide the City progress reports on Owner's efforts to identify and obtain alternative sources of rental subsidies. If at the end of such ninety (90) day period Owner is unable to secure an alternate source of rental subsidy, notwithstanding Section

2.4, Owner may increase the rent on one or more of the City Restricted Units that overlap with a Subsidy Unit, up to sixty percent (60%) of AMI (“TCAC Maximum Rent Limit”), subject to the following requirements:

(a) Any such rent increase must be pursuant to a transition plan approved by the City showing how the rent increase will be implemented, and which Restricted Units will be subject to the increase, and, if applicable, be consistent with remedial measures set forth in California Code of Regulations Title 4, Division 17, Chapter 1, Section 10337(a)(3) or successor regulation applicable to California's Federal and State Low Income Housing Tax Credit Program;
(b) At the time Owne
r requests an increase in the Restricted Unit
rent, Owner shall provide the City with a copy of the proposed Annual Operating Budget showing the impact of the loss or reduction of the Rental Subsidy; (c) Any s ubsequent rent increases remain subject to Section 2.4 above; and,
(d) The number of Restricted Units subject to the rent increase and the level of rent increase may not be greater than the amount required to ensure that the Residential Project generates sufficient income to cover its operating costs and debt service as shown on the Annual Operating Budget, and as is necessary to maintain the financial stability of the Development.
(e) Upon receipt of any alternative rental subsidies, Ow ner shall reduce the rents
on the Restricted Units back to the Affordable Rent, to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs and debt service of the Development as shown on the Annual Operating Budget.

2.6 Rent Increases on Foreclosure .

Not
withstanding this Section 2.6, in the event that a senior lender foreclosures on the Project (or receives a deed in lieu of foreclosure), the Rents on one or more of the Restricted Units may be increased up to the TCAC Maximum Rent Limit to maintain the financial feasibility of the Project, subject to the following requirements:
(a) Any such rent increase must be pursuant to a transition plan approved by the City showing: (i) how the rent increase will be phased -in; (ii) which Restricted Units will be subject to the increase; and (iii) the operating income and expenses for the Residential Project comparing the current rent structure to the proposed rent structure;

EXHIBIT A
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(b) The number of Restricted Units subject to the rent increase and the level of rent increase may not be greater than the amount required to ensure that the Residential Project generates sufficient income to cover its operating costs and debt service, and as is necessary to maintain the financial stability of the Development; and (c) The rent increase may occur only at the time of renewal of the term of the lease of an existing Tenant or the time of leasing a Restricted Unit to a new tenant. Any subsequent rent increases remain subject to Section 2.4 above.

2.7 Manager’s Unit. Two (2) dwelling units in the Residential Project may be used as resident manager’s units, and shall be exempt from the occupancy and rent restrictions set forth in this Agreement.

2.8 No Condominium Conversion. Owner shall not convert the Residential Project to condominium or cooperative ownership or sell condominium or cooperative rights to the Residential Project or any part thereof during the term of this Agreement.

2.9 Nondiscrimination; Compliance with Fair Housing Laws.

2.9.1 Fair Housing. Owner shall comply with state and federal fair housing laws in the marketing and rental of the units in the Project. Owner shall accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto.

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

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

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

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

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“Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, subleas e, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.” (b
) (1) In Leases, the following language shall appear:
“T
he less ee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.”
(
c) In Contracts pertaining to management of the Residential Project , the following language, or substantially similar language prohibiting discrimination and segregation shall appear:
“
There shall be no discrimination against or segregation of any person or group of persons
on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.”

2.10 Relocat ion. Notwithstanding eviction, persons residing on the Property shall not be displaced before suitable replacement housing is available. Owner shall ensure that all occupants of the Property receive all notices, benefits and assistance to which they are entitled.

All costs incurred in connection with the temporary and/or permanent displacement and/or

EXHIBIT A
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relocation of occupants of the Property, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to any applicable relocation laws shall be paid by Owner, and City shall have no responsibility for payment therefor. Owner shall be liable for any and all claims for applicable relocation benefits sought by any current, former or future tenant of the Residential Project.

To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the “ Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “ Claims”) arising from the breach of Owner’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Owner’s indemnification obligations set forth in this Section (i) shall survive the expiration or earlier termination of this Agreement, and (ii) shall not extend to Claims to the extent arising f rom the gross negligence or willful misconduct of the Indemnitees. City does not and shall not waive any rights against Owner that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by C ity, or the deposit with City by Owner, of any of the insurance policies described in this Agreement.

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

3. Tenant Income Certifications; Reporting Requirements; Access to Information; Inspections.

3.1 Tenan
t Income Certification. Owner or Owner’s authorized agent shall obtain from each household prior to initial occupancy of each Restricted Unit, and on every anniversary thereafter, a written certificate containing all of the following in such format and with such supporting documentation as City may reasonably require:

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(a) The identity of each household membe r;
(b) The total gross household income (as determined pursuant to Section 2.3); and Owner shall retain such certificates for not less than five (5) years, and upon City’s request, shall provide copies of such certificates to City and make the originals available for City inspection.

3.2 Annual Report; Inspections. Following completion of construction of the Project, by not later than March 1 of each year during the term of this Agreement, Owner shall submit an annual report (“ Annual Report ”) to the City in form satisfactory to City, together with a certification that the Residential Project is in compliance with the requirements of this Agreement.

Notwithstanding the Annual report requirements, Owner shall submit to the City an initial lease up report containing the tenant certification and occupancy information described in this section.

The Annual Report shall, at a minimum, include the following information for each dwelling unit in the Residential Project: (i) unit number; (ii) number of b edrooms; (iii) current rent and other charges; (iv) dates of any vacancies during the previous year; (v) number of people residing in the unit; (vi) total gross household income of residents; (vii) documentation of source of household income; and (viii) the information required by Section 3.1.

Owner shall include with the Annual Report, an income recertification for each household, documentation verifying tenant eligibility, and such additional information as City may reasonably request from time to time in order to demonstrate compliance with this Agreement. The Annual Report shall conform to the format requested by City; provided however, during such time that the Residential Project is subject to a regulatory agreement restricting occupancy and/or rents pursuant to requirements imposed in connection with the use of state or federal low -income housing tax credits, Owner may satisfy the requirements of this Section that pertain to tenant income certification and rents by providing City with a copy of compliance reports required in connection with such financing.

In addition to the information described above, the Annual Report shall include the following:
(a) A Residential Project income and expense statement for the reporting period;

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

(c) A report on maintenance and other is sues anticipated to affect the current budget needs of the Residential Project as well as the amount in the Residential Project’s reserve accounts and the amount expected to be needed for major repairs or other needs during the new fiscal year;

(d) Information on the status of the waiting list for units, including the number of households on the list and the number of persons qualifying for each of the City’s selection preference categories on the list; and

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

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

3.3. Main
tenance of Records.

3.3.1 Owner shall maintain all records regarding t he construction of the Project for five (5) years after final payment and all other pending matters are closed. Owner shall also maintain tenant leases, income certifications and other matters related to the leasing of the affordable units for a period of five (5) years after the final date of occupancy by the tenant.

3.3.2 Records must be kept accurate and up -to-date. City shall notify Owner of any records it deems insufficient. Owner shall have fifteen (15) calendar days from such notice to correct any specified deficiency in the records, or, if more than fifteen (15) days shall be reasonably necessary to correct the deficiency, Owner shall begin to correct the deficiency within fifteen (15) days and diligently pursue the correction of the deficiency as soon as reasonably possible.

3.4 Access to Records; Inspections.

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

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

4. T erm of Agreement.

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

4.2 Effect iveness Succeeds Conveyance of Property and Repayment of Loan . Th is Agreement shall remain effective and fully binding for the full term hereof regardless of (i) any sale, assignment, transfer, or conveyance of the Project or Owner’s fee interest in the Property, or any part thereof or interest therein, (ii) any payment, prepayment or extinguishment of the Loan, the Note (iii) any reconveyance of the Deed of Trust.

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

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

6. Property Management; Repair and Maintenance; Marketing.

6.1 Management Responsibilities. Owner shall be responsible for all management functions with respect to the Property and the Residential Project , including without limitation the selection of tenants, certification and recertification of household income and eligibility, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. City shall have no responsibility for management or maintenance of the Property or the Residential Project. Owner shall submit its written management policies with respect to the Residential Project (the “Management Plan”) to the City for its review and shall amend such policies in any way reasonably necessary to ensure that such policies comply with the provisions of this Agreement. The Management Plan shall minimally include the following:
(a) A p arking management plan which details, among other things, how parking s
paces will be allocated, assigned and how parking will be managed to encourage tenants, services providers and guests to use parking in accordance with the plan; (b) Procedures for maintenance and management of the Residential Project; (c) Procedures for dealing with tenant or neighborhood issues or concerns; (d) Procedures for maintaining a reserve account, budgeting for maintenance and repair needed as well as long term rehabilitation needs, and handling net cash flow; and (e) Such other requirements and criteria/procedures as City may determine

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reasonably appropriate to comply with the terms of this Agreement.

6.2 Management Entity and R eplacement of Management Agent . City shall have the right to review and approve the qualifications of the management entity proposed by Owner for the Residential Project, and shall have the right to review and approve any agreement executed between Owner and the management entity, which approval shall not be unreasonably withheld.

The contracting of management services to a management entity shall not relieve Owner of its primary responsibility for proper performance of management duties. City hereby approves Eden Housing Management, Inc., a California nonprofit public benefit corporation, as the initial management entity for the Residential Project . Any subsequent management entity shall be subject to City review and approval, which shall not be unreasonably withheld or delayed. Upon City determination and delivery of written notice to Owner that Owner has failed to operate the Residential Project in accordance with this Agreement, subject to any applicable cure period and the approval of the Project lenders and equity investors, City may require Owner to contract with a qualified management agent selected by City and approved by the Project lender and equity investor, to operate the Residential Project, or to make such other arrangements as City deems necessary to ensure performance of the required functions. An on -site property management representative is required to reside on the property. If the on- site property management representative is not also the assigned property management staff for the Residential Project, then the representative shall still be available to address resident issues and to serve as the point of contact for City business and the public after regular business hours at the Property.

6.3 Repair, Maintenance and Security. Throughout t
he term of this Agreement, Owner
shall at its own expense, maintain the Property and the Residential Project in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations .

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

6.3. 1 Additional Requirements. All construction work and professional services for the Residential Project shall be performed by persons or entities licensed or otherwise authorized to perform the applicable work or service in the State of California and shall have a current City of Livermore business license if required under local law. To the extent allowed by state and federal laws, Owner shall limit the installation of satellite dish, antenna and other such equipment to screened locations on the Property as approved by the City. Owner shall diligently work to resolve complaints related to noise, parking, litter or other neighborhood concerns.

6.4 City ’s Right to Perform Maintenance. In the event that Owner breaches any of the covenants contained in Section 6.3, and such default continues for a period of ten (10) days after

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written notice from City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from City (with respect to landscaping, building improvements and general maintenance), then City, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas on the Property. All costs expended by City in connection with the foregoing, shall constitute an indebtedness secured by the Deed of Trust, and shall be paid by Owner to City upon demand.

All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor shall bear interest at the lesser of 10% per annum or the highest rate permitted by applicable law.

6.5 Marketing and Tenan
t Selection Plan. Not later than ninety (90) days following comme ncement of construction work on the Project, Owner shall submit for City review and approval, a plan for marketing and tenant selection for the Property (" Marketing and Tenant Selection Plan" or “ Plan”). The Plan shall address in detail how Owner plans to market the Restricted Units to prospective Eligible Households, in accordance with fair housing laws and this Agreement, Owner’s tenant selection criteria, City preferences, and how Owner plans to certify the eligibility of Eligible Households. The Plan shall include the proposed form of application, marketing materials and the form of rental agreement that Owner proposes to enter into with Residential Project tenants. Owner shall abide by the terms of the Marketing and Tenant Selection Plan in marketing and selecting tenants for the Property and the Residential Project , including implementation of the City’s workforce selection preferences, and throughout the term of this Agreement, shall submit proposed modifications to City for review and approval.

In addition to the foregoing, the Marketing and Management Plan shall address the follo
wing:
(a) The actions to be taken by Owner to affirmatively market units in compl
iance with fair housing laws and in compliance with City’s policies and procedures, including the policies described in Section 2.9 above;
(b) Criteria for determining tenant eligibility, including certification of household income and size, disability status of household members or other qualifying criteria, and establishing reasonable occupancy standards (which shall not exceed standards established by state and federal fair housing laws and state housing and building codes), and procedures for screening prospective tenants, including obtaining credit reports, unlawful detainer reports, landlord references and criminal background investigations;
(
c) A requirement that eligible tenants be selected based on order of application, selection preference, lottery or other reasonable method approved by City and incorporates a method of prioritizing and establishing a screening order for applications.

The preference system shall assign a priori ty order to Eligible Households for Restricted Units as described in section 2.3.
(d
) A requirement that eligible applicants be notified of eligibility and , when possible, be provided an estimate regarding when a unit may be available;

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(e) A requirement that ineligible applicants be notified of the reason for their ineligibility;

(f) Specific procedures through which applicants deemed to be ineligible may appeal this determination;

(g) Maintenance of a waiting list of eligible applicants , including spe cific procedures for screening Project Based Section 8 eligible applicants in coordination with the Housing Authority of the City of Livermore;

(h) Specific procedures for obtaining documentation regarding prospective tenants’ incomes, as necessary, to certify that such income does not exceed income limits;

(i) Specific procedures for certification and recertification of household incomes and procedures for handling over-income tenants;

(j) A requirement that a written rental agreement (subject to City approval) be executed with each eligible household selected to occupy a unit;

(k) Such other requirements and criteria/procedures as City may determine reasonably appropriate to comply with the terms of this Agreement.

6.6 Residential Lease Provisions. No l
ater than four (4) months prior to the date
construction of the Project is projected to be complete, Owner shall submit to the City Owner’s proposed form of residential lease agreement for the City's review and approval , which approval shall not be unr easonably withheld or delayed. The form of lease must comply with all requirements of this Agreement, the other Loan Documents and must, among other matters:
(a) Provide for termination of the lease for failure: (i) to provide any inf
ormation required under this Agreement or reasonably requested by Owner to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy in the Residential Project in accordance with the standards set forth in this Agreement, or (ii) to qualify as a an Eligible household, as applicable, as a result of any material misrepresentation made by such Tenant with respect to the income computat ion. (b) Be for an initial term of not less than one (1) year, unless by mutual agreement between the Tenant and Owner, and provide for no increase in Rent during such year. Notwithstanding the above, any Rent increases shall be subject to the requirements of Section 2.4.
(c) Include any provisions necessary to comply with the requirements of the Violence Against Women Reauthorization Act of 2013 (Pub. L. 113 –4, 127 Stat. 54) applicable to HUD-funded programs. 5) Any termination of a lease or refusal to renew a lease for a Restricted Unit within the Development must be preceded by not less than sixty (60) days written notice to the Tenant by Owner specifying the grounds for the action. 6) Include a detailed listing of reasonable rules of conduct and occupancy which shall be in writing, shall be consistent with federal and state law, and shall be provided to each tenant

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upon occupancy;
(d) Include a requirement that there be no storage on balconies and patios and that tenants must keep all balconies, patios and other exterior areas neat, clean and clutter free, including no clotheslines or laundry.

6.7 Approval of Amendments. If City has not responded to any submission of the Marketing and Tenant Selection Plan, the proposed management entity, the proposed management agreement, or a proposed amendment the Management Plan, the Resident Services Plan or Resident Service Budget or change to any of the foregoing within sixty (60) days following City’s receipt of such plan, proposal, agreement or amendment, the plan, proposal, agreement, or amendment shall be deemed approved by City.

6.8 Resident Services Plan and Budget.
(a) No later than six (6) months prior to the projected date of the completion of the Project, Owner shall submit to the C ity a plan for providing supportive services to the Tenants (the "Resident Services Plan") and a budget for providing those services (the "Resident Services Budget") for the initial year of operation of the Residential Project .

The Resident Services Plan must identify service provider(s) and staffing levels, and describe the services provided. The Resident Services Plan must include copies of contracts and/or memoranda of understanding for the provision of services by service providers, along with any annual compliance certifications. The Resident Services Budget must state the dollar value of the services, and the funding source(s) for the services (cash or in-kind).
(b) Upon receipt by the City of the proposed Resident Services P lan and Resident Services Budget, the C ity shall promptly review the same and approve or disapprove it within fifteen (15) days, provided that such approval shall not be unreasonably denied. If the Resident Services Plan and/or Resident Services Budget are not approved by the City, the City shall set forth in writing and notify Owner of the City's reasons for withholding such approval, which may include a request by the C ity for a change in the nature or scope of resident services or a change in service provider. Owner shall, within fifteen (15) da ys thereafter, submit a revised Resident Services Plan and/or Resident Services Budget for City approval in accordance with this subsection. If the City does not approve the revised Resident Service Plan, Owner shall be in Default hereunder. (c) Owner shall thereafter submit to the C ity annual updates to the Resident Services Plan and Resident Services Budget by October 1st of each year of operation of the Development, identifying any changes made to the previously approved Resident Services Plan and Resident Services Budget. Any revisions to the Resident Services Plan and Resident Services Budget shall be subject to the C ity's review and approval and the process for timing and review of such revisions shall be subject to the process id entified in Section 6.7.

6.9 Fees
, Taxes, and Other Levies. Owner shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Property or the Project, including

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

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

6.11 Property Damage or Destruction. If a
ny part of the Residential Project is damaged
or destroyed, Owner shall repair or restore the same, consistent with the occupancy and rent restriction requirements set forth in this Agreement. Such work shall be commenced as soon as reasonably practicable after the damage or loss occurs an d shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible. Dur ing such time that lenders or low -income housing tax credit investors providing financing for the Project impose requirements that differ from the requirements of this Section the requirements of such lenders and investors shall prevail.

7. Recordation; Subordination. This Agreement shall be recorded in the Official Records of Alameda County. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement to deeds of trust provided for the benefit of lenders identified in the financing plan submitted to City for the Project, as such plan may be updated with City approval, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

8. Transfer and Encumbrance.

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

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8.2 Permitted Transfers . Notwithstanding any contrary provision of the City Documents, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to the Loan Agreement; (iii) the lease of individual dwelling units to tenants for occupancy a s their principal residence in accordance with this Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction, or permanent financing of the Project or the Property in accordance with the Loan Agreem ent, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) the admission of limited partners and any transfer of limited partnership interests in accordance with Owner’s, or the Approved Partnership’s, as applicable, agreement of limited partnership (the “Partnership Agreement”); (vi) the removal of the general partner by the investor limited partner for cause in accordance with the terms of the Partnership Agreement, provided that the replacement general partner is an entity reasonably satisfactory to City or is an affiliate of the investor limited partner that will serve as general partner for an interim period of no more than 180 days; or (vii) the transfer of the managing partner’s interest in a limited partnership to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or to an entity wholly- owned thereby), provided such replacement general partner is reasonably satisfactory to City.

8.3 Requi
rements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 8.3 shall not apply to Transfers described in clauses (i), (ii), (iii) , (iv)(v) and (vii) of Section 8.2, and solely with respect to the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, clause (vi) of Section 8.2, provided that the provisions of this Section 8.3 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (vi) of Section 8.2. (a) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Residential Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement. (b) The Owner and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to affect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(c) The proposed transferee shall expressly assume all of the rights and obligations of the Owner under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Owner arising prior to the effective date of the Transfer (unless Owner expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Owner’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. (d) Except in the case of partnership interest Transfers, t he Transfer shall be

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

8.4 Effec
t of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer of the Property or the Project shall be deemed to relieve the Owner or any other party from any obligation under this Agreement. It shall be an Event of Default hereunder entitling City to pursue remedies including without limitation, acceleration of the Loan and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Owner assigns or Transfers this Agreement, the Improvements, or the Property in violation of Section 8.

This Section 8.4 shall not apply to Transfers described in clauses (i), (ii), (iii), (iv), (v) and (vii) of Section 8.2., and solely with respect to the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, provided that the provisions of this Section

8.4 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (v) of Section 8.2.

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

8.6 Encumbrances . Owne
r agrees to use good faith commercially reasonable efforts to ensure that all deeds of trust or other security instruments and any applicable subordination agreement recorded against the Property, the Project or part thereof in accordance with the DDLA for the benefit of a lender other than City (“ Third-Party Lender”) shall contain each of the following provisions: (i) Third-Party Lender shall use its best efforts to provide to City a copy of any notice of default issued to Owner concurrently with provision of such notice to Owner; (ii) City shall have th e reasonable right, but not the obligation, to cure any default by Owner within the same period of time provided to Owner for such cure extended by an additional ninety (90) days; (iii) provided that City has cured any default under Third- Party Lender’s deed of trust and other loan documents, City shall have the right to foreclose the Deed of Trust, and take title to the Project without acceleration of Third-Party Lender’s debt; and (iv) City shall have the right to transfer the Project without acceleration of Third-Party Lender’s debt to a nonprofit corporation or other entity which shall own and operate the Project as an affordable rental housing Project, subject to the prior written consent of the Third-Party Lender. Owner agrees to provide to City a copy of any notice of default Owner receives from any Third- Party Lender within five (5) business days following Owner’s receipt thereof.

8.7 Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon

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all or any portion of the Project or the Property, and the purchaser at any trustee’s sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Agreement from and after such trustee’s sale or foreclosure sale. Promptly upon determining that a violation of this Agreement has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Project or the Property that such violation has occurred.

9. Default and Remedies.

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

The limited
partners of Owner shall have the right to cure any default of Owner hereunder upon the same terms and conditions afforded to Owner; provided however, if the default is of such nature that the limited partners reasonably determine that it is necessary to replace the general

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partner of Developer in order to cure such default, then the cure period shall be extended by an additional sixty (60) days after the removal and replacement of such general partner, provided that the limited partners have promptly commenced and diligently proceeded with all requisite actions to effect such removal and replacement. City shall provide a copy of any notice of default hereunder to the limited partners at the address set forth in Section 11.3 hereof, or to such other address provided to the City in writing, concurrently with the provision of such notice to Owner.

9.2 Remed ies. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, City may proceed with any of the following remedies:

(a)
Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; (b) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable and proceed with foreclosure under the Deed of Trust; (c) For violations of obligations with respect to rents for Restricted Units, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the Affordable Rent;
(d) Pursue any other remedy allowed under the City Documents or at law or in equity.

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

10. Indemnity. To t
he greatest extent permitted by law, Owner shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against all Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’s construction, management, or operation of the Property and the Project or any failure to perform any obligation as and when required by this Agreement. Owner’s indemnification obligations under this Section 10 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement. City does not and shall not waive any rights against Owner that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Owner, of any of the insurance policies described in this Agreement.

10.1 Terms Applicable to Indemnity Provisions. T
he terms set forth in this Section 10.1
shall apply to all provisions of this Agreement that pertain to Owner’s obligations to indemnify

EXHIBIT A
660
City and the other Indemnitees, including without limitation, Sections 2.10 and 10. In connection with each such provision, all of the following shall apply:

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

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

(c) The obligations of Owner to indemnify the Indemnitees shall survive any repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust.

11. Miscellaneous.

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

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

11.3 Notices. E
xcept as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt

EXHIBIT A
661
requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if deliv ery is confirmed by the delivery service.

City: City of Livermore
1052 S. Livermore Avenue
Livermore, CA 94550
Attention: City Manager
O
wner: Eden Housing, Inc.
22645 Grand Street
Hayward, CA 94541
Attention: VP of Real Estate Development

11.4 Notice of Expiration of Term.
(
a) At least six (6) months prior to the expiration of the Term, Owner shall provide by first -class mail, postage prepaid, a notice to all Tenants containing (i) the anticipated date of the expiration of the Term, (ii) any anticipated increase in Rent upon the expiration of the Term, (iii) a statement that a copy of such notice will be sent to the City, and (iv) a statement that a public hearing may be held by the City on the issue and that the Tenant will receive notice of the hearing at least fifteen (15) days in advance of any such hearing. Owner shall also file a copy of the above-described notice with the City Manager.
(b
) In addition to the notice required above, Owner shall comply with the requirements set forth in California Government Code Sections 65863.10 and 65863.11.

Such notice requirements include: (i) a twelve (12) month notice to existing tenants, prospective tenants and Affected Public Agencies (as defined in California Government Code Section 65863.10(a), which would include the City Manager) prior to the expiration of the Term, (ii) a six (6) month notice requirement to existing tenants, prospective tenants and Affected Public Agencies prior to the expiration of the Term; (iii) a notice of an offer to purchase the Development to "quali fied entities" (as defined in California Government Code Section 65863.11(d)), if the Development is to be sold within five (5) years of the end of the Term; (iv) a notice of right of first refusal within the one hundred eighty (180) day period that qualified entities may purchase the Development.

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

11.6 P
arties Not Co -Vent urers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Owner and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this Agreement)

EXHIBIT A
662
or to any third party with respect to the Project. Owner and its employees are not employees of City but rather are, and shall always be considered independent contractors. Furthermore, Owner and its employees shall at no time pretend to be or hold themselves out as employees or agents of City. Except as City may specify in writing, Owner shall not have any authority to act as an agent of City or to bind City to any obligation.

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

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

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

11.10 T
ime is of the Essence . Tim e is of the essence in the performance of this Agreement.

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

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

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

11.14 Entire Agreement; Exhibits. This A
greement, together with the Loan Agreement,
the Note, and the Deed of Trust, contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A through C, attached hereto are incorporated herein by this reference.

EXHIBIT A
663

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

11.16 Ame
ndment Contemplated by DDLA. Notwithstanding anything to the contrary contained herein, upon the conveyance as contemplated in Section 3.2 of the DDLA, this Agreement shall be modified as further set forth therein.

SIGNATURES ON FOLLOWING PAGE(S).

EXHIBIT A
664
IN
WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above.

CITY:

CITY OF LIVERMORE, a California municipal corporation

By:_______________________________

Print Name: __________

Title:_City Manager

ATTEST:

By:__________________________

APPROVED AS TO FORM:

_____________________________
Assistant City Attorney

OWNER:

By: _________________________

Print Name: _________________
Title: _________________________

SIGNATURES MUST BE NOTARIZED.

EXHIBIT A
665
ACKNOW

LEDGMENT
S
tate of California )
) ss
County of _ __________ )
On
, befo re me, ___________, Notary Public_______________, ( Name of Notary)
not
ary public, personally appeared ____ ______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person( s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

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

EXHIBIT A
666
ACKNO

WLEDGMENT

State of California )
) ss
County of ___________ )

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

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

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

WITNESS my hand and official seal.

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

EXHIBIT A
667
Exhi
bit A

LEGAL DESCRIPTION OF THE PROPERTY

(Legal Description Attached)

EXHIBIT A
668
Exhi
bit B

Insurance Requirements

(Insurance Requirements to be attached.)

EXHIBIT A
669
Minimum Scope and Limits of Insurance
Owner/Borrower shall maintain limits no less than:

1. Commercial
General Liability:
$1,000,000/$2,000,000 aggregate per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Property I
nsurance:

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

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

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:

VII and accepted to do business in the State of California, unless otherwise acceptable to the City of Livermore.

Other Insurance Provisions
The general liability policy is to contain, or be endorsed to contain, the following provisions:

1. The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Owner/Borrower.

The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

EXHIBIT A
670

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

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

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

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

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

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

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

EXHIBIT A
671
Exhibit C
Form of A
nnual Report
(Form of Annual Report Attached)

EXHIBIT A
672

MULTI-FAM

ILY RENTAL PROJECT ANNUAL REPORT

PROJECT CONTACT INFORMATION
Property Information
Property Name
Address
Community Manager
Phone
Email
Website (if applicable)
Owner Information
Owner Name
Company Name
Owner Address
City, State, Zip
Phone
Email
Primary Contact
Secondary Contact
Management Agent Information
Company Name
Address
City, State, Zip
Phone
Email
Primary Contact Name
Secondary Contact
Name
Name of first point of contact for and on-site monitoring of the property:

Exhibit C to Regulatory Agreement

EXHIBIT A
673

MULTI-F

AMILY RENTAL PROJECT ANNUAL REPORT
Property Name & Address
Person Completing Report
Date
Report Period
Compliance with Required Number of Low Income Units
Total number of income restricted units which are currently occupied (or reserved and available for occupancy):

Number of vacant income restricted units at the time of this report:

I hereby certify that these units in the quantity listed above have been continuously designated as units for occupancy by low-income households during the reporting period:

Name of Project Owner or Authorized Agent Title
Compliance with Rent Limits
List below the current monthly rents of the units restricted for occupancy by low-income households as well as the prior rents (if increases were made during the report period):

Plan Number of
Bedrooms
Current
Rent
Prior
Rent
% Increase Additional
Fees
Charged
Utility Allowance
(if applicable) or Amount of
Tenant Paid Utilities
I hereby certify that the rents in all units designated for low-income households did not exceed the levels authorized under the regulatory agreement/restrictive covenants with the City of Livermore during the reporting period:

Name of Project Owner or Authorized Agent Title

EXHIBIT A
674
Restricted Unit Occupant Information
Unit
#
Bdrms Unit
Income
Level
Tenant
Last
Name
Move-
In
Date
# in
Household
Reported
Annual
Income
Effective
Date of
Current
Rent
Tenant
Paid Rent
Section 8?
(Y/N)

EXHIBIT A
675

MULTI-FAMILY RENTAL PROJECT ANNUAL REPORT
PROPER

TY CONDITION REPORT
Property Name
Address
Name of Person
Completing Report
Reporting Period
List any physical defects or major repair work undertaken within the reporting period:

Comments on any general management/performance issues within the reporting period:

EXHIBIT A
676
Revised 10/01/2015 B17 – R&L

Minimum Scope and Limits of Insurance
Owner/Borrower shall maintain limits no less than:

1. Comme
rcial General Liability:
$1,000,000/$2,000,000 aggregate per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Prope
rty Insurance:

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

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

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:

VII and accepted to do business in the State of California, unless otherwise acceptable to the City of Livermore.

Other Insurance Provisions
The general liability policy is to contain, or be endorsed to contain, the following provisions:

1. The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Owner/Borrower.

The coverage shall contain no special limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers.

Exhibit I

INSURANCE REQUIREMENTS

REGULATORY / LOAN AGREEMENTS

EXHIBIT A
677
Revised 10/01/2015 B17 – R&L

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

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

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

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

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

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

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

EXHIBIT A
678

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT
PLANNING APPLICATION FEES Effective July 1, 2018
County Clerk Filing Fee – NOE, NOD, Other $50.00
Notice of Exemption (NOE) – City Fee $173.00
Negative Declaration (NOD) – City Fee $5,796.00
Negative Declaration – Fish & Game §711.4 Fee (if applicable) $2,280.75 Environmental Impact Report – City Fee (Required deposit of 20 percent of contract amount) T&M Environmental Impact Report – Setup, RFP, etc. “to establish base fee” $8,424.00 Environmental Impact Report – Fish & Game §711.4 Fee (if applicable) $3,168.00 Downtown Minor Design Review – Staff Level (Fencing, painting, permanent and temporary signs, lighting, landscaping, hardscape, streetscape, etc. Applies to commercial, historic, and residential [duplex & multi-family.]) No Fee Downtown Administrative Design Review – Staff Level (Exterior building modifications, including awnings, windows, doors, trim, and Master Sign Programs. Applies to commercial, historic, and residential.) $1,382.00 Downtown Design Review Amendment – Planning Commission, Project Review $9,091.00 Downtown Design Review – Small Additions (Additions or modifications between 0-1,500 square feet or 15 percent of existing building area. Applies to commercial, historic, and residential [duplex & multi-family.]) $4,318.00
Downtown Design Review – Large Additions, Staff Level (Additions between 1,501-29,999 square feet or over 15 percent of existing building area; commercial, retail or office structures up to 29,999 square feet; residential projects of 39 or less units, etc. Applies to commercial, historic, and residential [duplex & multi-family.]) $7,484.00
Downtown Design Review – Planning Commission (Commercial, retail, office structures, and additions of 30,001 square feet or more, residential projects of 40 or more units, etc. Applies to commercial, historic, and residential [duplex & multi-family])
$10,440.00
Annexation/Pre-Zoning $26,395.00
Out of Area Service Agreement $21,067.00
Rezoning (Development Code Amendment or Zoning Map Amendment) $10,008.00 Development Agreement – No Policy Change $15,688.00
Development Agreement – Policy/Ordinance Change $21,060.00 Development Agreement – Minor Amendment (Staff Level) $8,918.00 General Plan Amendment/Specific Plan Amendment $17,348.00 Housing Implementation Program $13,624.00
Housing Implementation Program Amendment $9,180.00
Planned Development District $11,601.00
Planned Unit Development (SLVSP) $11,601.00
Planned Unit Development Amendment $10,478.00
Planned Development District Amendment (via DCA) $10,478.00 Policy Proposal T&M
Policy Proposal Amendment T&M
Municipal Code Amendment $25,158.00
Appeal $3,597.00
Temporary Sign Registration Fee – Commercial $57.00
Williamson Act Contract Creation $7,772.00
Williamson Act Contract Cancellation $10,333.00
Consistency Determination $7,762.00
Staff Research Time, per hour – including Zoning Use Verification (ZUV) $173.00 Conditional Use Permit (Public Hearing) [1] $10,674.00
A. CEQA
B. Downtown Design Review
C. Legislative Acts
D. Miscellaneous
E. Permits

EXHIBIT J

EXHIBIT A
679

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

PLANNING APPLICATION FEES
Effective July 1, 2018
Conditional Use Permit – Residential and Minor Non-Residential ( Existing building with non-residential General Plan designation of 3,000 square feet or less with no significant traffic, parking, noise, odor, or other environmental considerations).
$5,181.00
Conditional Use Permit Amendment $8,304.00
Home Occupation Permit $90.00
Sign Design Review $510.00
New or Amended Master Sign Program $2,055.00
Master Sign Approval No Fee
Variance – General $10,819.00
Variance – Developed Residential $1,573.00
Variance, Minor – General $4,649.00
Variance, Minor – Developed Residential $812.00
Reasonable Accommodations (Livermore Development Code Chapter 9.06) $173.00 Temporary Use Permit – Temporary Uses, seasonal (e.g., Christmas tree lots, rallies, and carnivals) $500.00 Temporary Use Permit – Temporary Uses, seasonal (Non-profit organization) $61.00 Temporary Use Permit – Model Home Complex (including construction trailer, sales office, and homes) $3,150.00 Zoning Use Permit $432.00
Large Family Day Care $367.00
Certificate of Appropriateness – Historic Preservation Commission $500.00 Certificate of Appropriateness – Staff Level $100.00
Zoning Clearance – Level 1 (Exterior building modifications, including awnings, windows, doors, and trim) $423.00 Zoning Clearance – Level 2 (New single-family residence or significant remodel [e.g. additions, changes to building form] of existing single-family residence in Transect Zone) $658.00 Secondary Dwelling Unit $600.00
Tree Removal Permit – Commercial (for Residential Tree Removal see Ordinance) $734.00 Site Plan Design Review – Public Hearing (Construction of new non-residential development or residential development containing five or more units.) $25,727.00
Site Plan Design Review – Staff Level (Construction of new condominium, duplex, or multi-family residential containing four or less units.) $14,514.00
Site Plan Design Review Modification – Major Addition, Planning Commission (Major additions to non- residential development or additions of five or more units to a residential development.) $18,955.00 Site Plan Design Review Modification – Minor Addition, Staff Level (Minor non-residential additions or additions to a condominium, duplex, or multi-family residence containing four or less units.) $9,139.00 Site Plan Design Review Modification – Major Modification, Staff Level (Major exterior building, landscaping, or parking modifications.) $2,446.00
Site Plan Design Review Modification – Minor Modification, Staff Level (Minor exterior building and landscape modifications such as new awnings, windows, doors, and trim.) $903.00 Open Space Agricultural Easements/Amendments $7,930.00
Lot Line Adjustment/Certificate of Compliance - Application $3,215.00 Parcel Map Waiver or Parcel Merger (Staff Level) $5,023.00 Tentative Parcel Map (Public Hearing) $13,935.00
Parcel Map Amendment – Public Hearing $11,543.00
Parcel Map Amendment – Staff Level Review (Extension) $2,730.00 Tentative Tract Map (Base fee plus $94 per lot or unit) $18,210.00 Tentative Tract Map Amendment – Public Hearing $12,050.00 Tentative Tract Map Amendment – Staff Level (Extension) $6,636.00 G. Subdivisions
City Wide - Transferrable Development Credits (TDC) Program In-Lieu Fee Ordinance 1979, Development Code Section 4.02.06D
F. Site Plan Design Review

EXHIBIT A
680

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

PLANNING APPLICATION FEES
Effective July 1, 2018
(2) All projects with in the Downtown Specfic Plan are subject to both City Wide General Plan & Downtown Specific Plan - cost  Staff time required on a project, post entitlement, and not part of another formal application (e.g., Final Map, plot plan) will be recovered on a T&M basis at the Director’s discretion.  The fees calculated above reflect standard processing time. Projects requiring excessive review time will be recovered on a T&M basis.
(1) For new
construction or additions, Conditional Use Permit fee must be combined with applicable Site Plan Design Review fee. Applications involving both Conditional Use Permit and Site Plan Design Review fees can be reduced by 10 percent.

Applications involving multiple processes in Sections C, E, F, or G above can be reduced by 10 percent.

Notes:
 T&M – Applicant shall be charged on a time and materials basis.  Projects that do not fit any category or are otherwise extraordinary may be charged on a T&M basis at the Director’s discretion.

1.5 Credits per single-family detached dwelling, in excess of baseline density within a density range of 1-7 du/acre, 1.25 credits per single family detached dwelling in excess of baseline density within a density range of 8-14 du/acre and 1/2 credit per multi-family attached dwelling - Current In-Lieu credit is $16,352.31. TDC Ordinance does not apply to residential projects in Downtown Specific Plan, affordable units covered by an agreement and residential projects that have received housing units through the City's Housing Implementation Program (HIP).

EXHIBIT A
681

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

PERMIT FEES
Effective July 1, 2018
Building Permit

TYPE OF FEE
Encroachment Permit Title 12.08.090 With Encroachment $156.00 Ord. 345 Permit Application, or Encroachment Inspection Simple $402.00 Title 3.20.010 Major $649.00
Reso. 2017-151
Telecommunication
Encroachment Permit
Reso. 2017-151 With Encroachment
Permit Application
$492.00
$691.00
$156.00
Telecommunication Reso . 2017-151 When first submitted
Plan Check Fee with adjustment 8.35%
upon plan approval 4.22%

3.34%
Reso 2017-151

25.42% Up to $5,000

9.11% $5,001 - $25,000

5.08% $25,001 +
Encroachment Permit -
Traffic Control
(Use for simple, major,
and Telecomm permits)
Reso 2017-151 With Encroachment
Permit Application
$337.00
New Technology
Encroachment Permit
Reso. 2008-123 With Encroachment
Permit Application

FEE VARIES ACCORDING TO BUILDING

TYPE, BUILDING USE, AND BUILDING
SIZE
Title 15.04.070
With Encroachment
Permit Application
$510

TRANSPORTATION PERMITS

TYPE OF FEE CITY RESOLUTION AMOUNT OF FEE
Traffic Control = one hour per day or T&M
Encroachment Permit Processing Fee
(All Telecomm permits)
Transportation Permit - Repetitive Reso 2017-151 $90
Encroachment Permit Simple Plan Check/Processing
Transportation Permit - Annual Reso 2017-151 $90
Encroachment and
Telecommunication
Inspection (Project
Valuation)
Encroachment Permit Simple Plan Check
Telecommunication Plan Check Fee:

Encroachment Inspection Fee: minimum $402
Up to $250,000 Project Valuation
$250,001 - $1,000,000
Transportation Permit - Single Trip Reso 2017-151 $16
$1,000,001 and over

AMOUNT OF FEE

ENCROACHMENT PERMITS

BUILDING PERMITS

CITY CODE, RESOLUTION, AND

WHEN PAYABLE
Simple Inspection (with up to 2 days inspection)

TYPE OF FEE CITY RESOLUTION AMOUNT OF FEE
Change of Address Resolution 2008-123 $490
Building Permit (site
plans)

EXHIBIT A
682

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

ENGINEERING AND

MAP FEES
Effective July 1, 2018

TYPE OF FEE CITY CODE AND

RESOLUTION WHEN PAYABLE
Tract Map, Parcel Title 18.08.050 When map is first Tract/Parcel Map $9,233.00 Map and Surveys Title 18.12.020 submitted Parcel Map Waiver $5,834.00 Checking Fees Reso. 2017- Each additional lot
over 10
$117.00
Improvement Plan Reso . 2017-151 When first submitted
Check Fee with adjustment 8.35%
upon plan approval 4.22%

3.34%
Inspection for Public Title 12.08.090 With Final Map
Improvements Ord. 345 approval (Tract Maps) 9.71%
Title 3.20.010 8.95%
Reso. 2017-151 6.57%
Certificate of Compliance Reso. 2008-123 With Application $760 Abandonment/Vacation Reso 2017-151 With Application $12,466.00 O&M Agreement/
Stormwater Plan check
Reso 2017-151 With Application If separate from map plan check
$9,994.00
Stormwater Inspection
Fee
Reso 2017-151 With Application If inspected seperately
from tract
$1,607.00
Benefit District With Building Permit or
Tract Acceptance
Tax on Construction Title 3.08.640 With Building Permit Ind. Only Ord. 959 1-3/4% of Estimated
Ord. 1135 Construction Cost
Additional Plan Check Reso. 2017-151 $782.00
Subdivision
Improvement Agreement
Amendment/Extension
Reso 2017-151 With Application $781.00
Research/Map Reso. 2008-123 At time of request Hourly $140 Creation Fee

MAP AND PLAN CHECK FEES
Public Improvement Inspection Fee:

Up to $250,000 Project Valuation
$250,001 - $1,000,000
$1,000,001 and over
(Engineering Fee Only, see Planning
Application Fee.)

CHECK TO SEE IF AREA IS WITHIN A BENEFIT DISTRICT

AMOUNT OF FEE
Improvement Plan Check Fee:

Up to $250,000 Project Valuation
$250,001 - $1,000,000
$1,000,001 and over
Deposit plus time and
materials, (City Staff).

Floodplain Determination -
Written deterninants on FEMA form
Reso 2017-151 $94.00
FEMA Flood Plain Determination/LOMR Reso 2017-151 $3,123 1-3/4% of Estimated Construction Cost or $650
per Residential Unit (Greater Amount)
Additional Plan Check after 3 reviews (collected
prior to each additional check)

FEMA FLOOD PLAIN DETEMINATION / LETTER OF MAP REVISION

TYPE OF FEE CITY RESOLUTION AMOUNT OF FEE
Plan preparation fee Resolution 2003-114 $1,383
Recycled water fee Resolution 98-175 20% of the current Alameda County Water Connection Fee
FEMA Flood Plain Determination/LOMA Reso 2017-151 $312
SOUTH LIVERMORE VALLEY SPECIFIC PLAN DEVELOPMENT FEES (1)

TYPE OF FEE CITY CODE AND RESOLUTION FEE PER RESIDENTIAL UNIT Major attraction fee Resolution 2003-114 $1,267
South Livermore Road Improvement fee Resolution 2003-114 $11,069

EXHIBIT A
683

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

DEVELOPMENT IMPACT
AND CONNECTION FEES Effective July 1, 2018

TYPE OF FEE CITY CODE AND

RESOLUTION WHEN PAYABLE
City Storm Drainage (1) Title 13.44.020,050,100 With Building Permit Ord. 1923
Reso. 2010-177
County Storm Drainage ACFC & WCD With Building Permit
Building Zone 7 Co. Ord. 0-2010-001
Reso. R-2001-4
County Storm Drainage ACFC & WCD With filing of Final Map Public Improvements e.g. Co. Ord. 0-2010-001 or approval of streets, sidewalks, Reso. R-2001-4 Improvement Plans
trails, etc.

County Storm ACFC & WCD With award of
Drainage - Capital Co. Ord. 0-2010-001 contract
Improvements Reso. R-2001-4
Sanitary Sewer Title 13.28.050 With Building Permit
Connection Ord. 1740
Reso. 2010-177
Park Land Dedication Title18.32.020
Ord. 1744
Reso. 2004-259
Concurrently with, or
before the filing of the
first parcel or final map
Park Facilities Fee Title 12.60
Ord. 1743
Reso. 2005-152
With Building Permit
City Water Title 13.20.020 With Building Permit 5/8" $4,467 Connection (2) Ord. 1507 3/4" $6,701
Reso. 2010-177 1" $11,168
1-1/2" $22,337
2" $35,739
Alameda County Ord. FC 72-1 as With Building Permit 5/8" $28,170 Water Connection amended by 3/4" $42,255
Zone 7 FC-96-1792 and See Zone 7 Attachment 1" $70,425
updated 10-20-10
In-Lieu Low Income Title 3.26 With Building Permit
Housing Fee Reso. 2016-142
(Residential)
For Sale &
Neighborhood Plan
Areas
Ord. 1988 and 1989 (Effective 1/12/2018)
Low Income Housing Title 3.26 With Building Permit Commercial Unit KSF Fee per Unit Impact Fee Reso. 99-18 Retail Commercial KSF $1,384
(Commercial and Ord. 1549 Discount/Service Retail KSF $1,042 Industrial) Office Commercial KSF $889
Hotels/Motels Room $679
Industrial
Manufacturing KSF $427
Warehouse/Storage KSF $124
Business/Commercial KSF $883
Industrial, High Intensity KSF $438
Industrial, Low Intensity KSF $277
City Wide General Plan -
cost recovery (2)
Resolution 2008-123 $0.39/sf
$25.37/SF for all residential housing developments 10 units or less.

Projects more than 10 units are subject to must-build requirement of ordinance.

Rental exempt from In-Lieu with exception of Neighborhood Plan Areas (Pell & Brisa)
(2) Areas within the California Water Service Area do not pay a City water connection fee. Areas within the Greenville/Vasco Assessment District or within Triad Park do not pay a City water connection fee. The fee for a single family residential unit is the 5/8 inch meter fee.

AMOUNT OF FEE
$0.45/SF
Impervious Surface
$1.00/SF
Impervious Surface
$1.00/SF
Impervious Surface
$1.00/SF
Impervious Surface
Price per User for Meter Size, FOR LARGER METERS, INQUIRE See Attached
Exhibit "B"
The City may approve a credit against the Park Facilities Fee for park land dedication made under LMC 18.32.020. The credit may not exceed the value of the dedication requirement. See LMC 12.60.070 for credit details
N/A for Non-Residential
See Attached
Exhibit "A"
Price per User for Meter Size, FOR LARGER METERS, INQUIRE (1) Subject to adjustment each year per Construction Cost Index

EXHIBIT A
684

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT

DEVELOPMENT IMPACT
AND CONNECTION FEES Effective July 1, 2018

TYPE OF FEE CITY CODE AND

RESOLUTION WHEN PAYABLE AMOUNT OF FEE
Traffic Impact Fee
NOTE: If special
Assessment District
exists, special
calculations are required
For info regarding the
appropriate
development
categories see Section

12.30 of the City of
Livermore Municipal
Code
With Building Permit
Reso 2005-151
Ord. 1742
Tri-Valley Title 12.24.050 With Building Permit Residential Transportation Ord. 2012 Single family
Development (TVTD) Reso. 2014-184 Multi-family
Fee (1) Secondary Dwelling
Non Residential
Retail
Office
Industrial
Other
Social/Human Services
Facility Fee
Title 12.70
Ord. 1851
With Building Permit
Ord. 1836 Title

12.51 0.33% of total project
valuation
Residential Fee Per Unit
Dwelling Unit $5,847
Non Residential (6) Per SF
Retail/Office $18.02
Downtown Revitalization Fee Title 12.32
Reduction in the in-lieu parking fee by 50%,
from $18,500 to $9,250 per space, for up to
7 spaces per project.

Downtown Specific Plan - cost recovery Resolution 2008-123 $0.31/SF In-lieu Parking Fee Subsidy - Vacant or
underutilized Specific Plan Core Area parcel
fronting First Street with a building addition.

Resolution 2017-137
(Program expires July 24, 2019)
In-lieu Parking Fee Subsidy - Vacant or
underutilized Specific Plan Core Area parcel
fronting First Street with a new building.

Resolution 2017-137
(Program expires July 24, 2019)
Reduction in the in-lieu parking fee by 50%,
from $18,500 to $9,250 per space, for up to
10 parking spaces per project.

Art in Public Places Fee (3)
$4,570.00
$1,845.46
Average Peak Hour Trip
$5,126.36
Per KSF
$3,410.00
$7,840.00

ART IN PUBLIC PLACES
The City of Livermore collects School Mitigation Development Fees (school fees) on behalf of the Livermore Valley Joint Unified School District.

The fees must be paid for by cash or a check made out to the City of Livermore. Fees are due upon issuance of a qualifying building permit.

See Attached Exhibit "D"
See Attached Exhibit "C"
SCHOOL IMPACT FEES:

SOCIAL / HUMAN SERVICES FACILITY
Fee Per Unit
$4,613.65
$3,178.06
See Attached
Exhibit "E"

DOWNTOWN SPECIFIC PLAN DEVELOPMENT FEES

TYPE OF FEE CITY RESOLUTION AMOUNT OF FEE
In-Lieu Payment for Public Open Space Resolution 2005-041 $50 per square foot of required open space In-Lieu Parking Fee Resolution 2017-006 $18,500.00

EXHIBIT A
685

CITY OF LIVERMORE COMMUNITY

DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/18
Avg Daily Wastewater
Flow Factor Cost Per Cost Per
User Classification Gallons Per Day/Unit Unit1
GPD Unit
Residential (BOD & SS = 285 mg/L)
Single-family residential 180 House $37.03 $6,665.40
Multi-family residential
Studio 95 Residential Unit $37.03 $3,517.85
One Bedroom 107 Residential Unit $37.03 $3,962.21
Two Bedroom 138 Residential Unit $37.03 $5,110.14
Three Bedroom 157 Residential Unit $37.03 $5,813.71
Four Bedroom 180 Residential Unit $37.03 $6,665.40
Commercial (BOD & SS = 285 mg/L unless otherwise shown) Auto repair shops/Auto dealers 0.11 Square Foot of Bldg $37.03 $4.07 Assembly Facilities2 0.15 Square Foot of Bldg $37.03 $5.55 Eating drinking facilities w/o cooking 0.35 Square Foot of Bldg $37.03 $12.96 Gas Stations 0.47 Square Foot of Bldg $37.03 $17.40
General Use 0.04 Square Foot of Bldg $37.03 $1.48
Gyms, Health Clubs 0.30 Square Foot of Bldg $37.03 $11.11 Hotels, Motels (excluding dining facilities) 0.15 Square Foot of Bldg $37.03 $5.55 Markets 0.19 Square Foot of Bldg $37.03 $7.04
Mixed Use3 0.10 Square Foot of Bldg $37.03 $3.70
Medical/Dental Office/ Clinic 0.22 Square Foot of Bldg $37.03 $8.15 Restaurants (1,000 mg/L BOD, 600 mg/L SS) 0.55 Square Foot of Bldg $54.56 $30.01 Warehouse/Distribution 0.01 Square Foot of Bldg $37.03 $0.37 Industrial/Other (Other Wastewater Customers Not Listed Above) Calculate Case-by-Case Based on Actual Flows/Strengths and Following Rates Connection Fee = (F x "Flow") + (B x "BOD") + (S x "SS") F = Flow cost $/gpd $27.70
B = BOD cost $/lb-day $2,409.69
S = SS cost $/lb-day $980.90
discharge
flow, in
"BOD" = The
"SS" = The
Governing Municipal Code Section: 13.28.050
Index Used: ENR 20- City Construction Cost Index
Previous % Change
Base Fee Current Previous Update
Year Update Fee Update to Current Update
Indices: (A) (B) (C) (D) = (C/B)-1
Index Date May-10 May-17 May-18
Index Value 8,761.47 10,692.17 11,068.57 3.52%
Discussion:

Notes:

4. This value is based by formula on BOD

6. Adjustments. The city council may, by resolution, adjust the fee schedule, including the flow factors, from time to time.

Once the fee is established, it shall automatically be increased annually based upon the Engineering News Record (ENR) 20- City construction Cost Index. In calculating the adjustment, the rate (in each use category, including the flow, BOD and SS costs) for the base year is multiplied by the index for the then-current year, divided by the base year index.

EXHIBIT A

1. Building square footage means the square footage sum of the floor area at each floor level included with the surrounding principal outside faces of exterior walls of a building or portions thereof, including mezzanines and l
obbies. It does not include floor area devoted to vehicle parking, necessary interior driveways and ramps. T he gr
oss floor area of a building or portions thereof that doesn't have surrounding exterior walls shall incl ude the usable area under the horizontal projection of the roof or floor above.

3. Mixed Use applies to parcels with Mixed Use zoning and in the Downtown Core District only.

2. Theaters can alternately estimate daily flow based on 2 gallons per seat ($71.54 per seat) The base year unit fees for Flow, BOD, and SS were determined in theMarch 2010 Wastewater, Water, Storm Drain Connection Fee Study for Expansion of Sanitary Sewer, Water Reclamation Plant, and Wastewater Disposal Facilities prepared for the City of Livermore by Craig R. Lawson Utility Management Consultant.

Wastewater Connection Fee Schedule
(fees Calculated from base year)

EXHIBIT A
686

CITY OF LIVERMORECOMMUNITY

DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/18
Non-Residential (per 1,000 sq ft)
Source - Park Facilities Fee Study (2004) Table 8; MuniFinancial Warehouse $1,066
Commercial $2,134
Multi-Family 3 bedrooms $14,649
Multi-Family 2 bedrooms $12,910
Senior Housing
$8,925
$1,419
Office $3,052
Industrial
Multi-Family 1 bedroom $9,990
$2,864
Multi-Family Studio
Residential (per dwelling unit)

EXHIBIT B
Park Facilities Fee Schedule
Single Family (& 4 bedroom multi-family) $16,836

TOTAL FEELAND USE

EXHIBIT A
687

CITY OF LIVERMORECOMMUNITY

DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/18
Units of Use Fee Rates
d.u. $9,265
d.u. $4,318
d.u. $4,834
d.u. $6,246
d.u. $7,305
d.u. $2,843
K s.f. $25,163
K s.f. $16,108
K s
.f. $10,001
K s.f. $5,053
per/room $7,264
d.u. $2,650
d.u. $2,968
d.u. $3,835
d.u. $4,485
K s.f. $11,393
Average Peak Hour Trip $11,579
1 Bedroom
Industrial
Warehouse
Commercial
3 or more Bedroom
2 Bedroom

EXHIBIT C
Traffic Impact Fees Schedule
Multi-Family
Studio
Land Uses
Citywide Except Downtown
Residential
Single-Family
Multi-Family
Studio
Hotel/Motel
Downtown Specific Plan
1 Bedroom
2 Bedroom
3 or more Bedroom
Senior Housing
Commercial
Office
Other

EXHIBIT A
688

CITY OF LIVERMORECOMMUNITY

DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/18
INDUSTRIAL/COMMERCIAL: $0.61/sq.ft.

RENTAL-SELF STORAGE SPACE: $0.021/sq.ft.

RESIDENTIAL: $3.79/sq.ft.

ADDITIONS- $3.79/sq.st. (501 sq.ft. or more)
Residential additions 500 sq.ft. or less are exempt
HOTEL/MOTEL: $0.356/sq.ft.

Livermore Valley Joint Unified School District Resolution: 045 - 17/18 * Additions are cumulative over time to a limit of 500 sf before fees are assesed. Once assessed, fees are paid on the entire added square footage.
** The fee owed is based upon the fee amount in effect at the time the fee is paid.

LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT
685 East Jack London Blvd, Livermore, Ca 94551

FACILITIES PLANNING AND CONSTRUCTION
Jan Shipley, Construction Supervisor (925) 606-3390
Facilities Fax Number (925) 606-3327
Exhibit "D"

LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT

SUMMARY OF SCHOOL MITIGATION PROGRAM

EXHIBIT A
689

CITY OF LIVERMORECOMMUNITY

DEVELOPMENT DEPARTMENT
EFFECTIVE 07/01/18
Units of Use Fee Rates
d.u. $1,677
d.u. $1,415
d.u. $1,298
d.u. $996
d.u. $996
K s.f. $7
K s.f. $5
K s.f. $5
K s.f. $3
K s.f. $2
K s.f. $6
K s.f. $3
K s.f. $5
Mobile Home
Single-Family Detached
Single-Family Attached
Multi-Family
Office
Secondary Unit
Non-Residential Uses
Commercial

EXHIBIT E
Social and Human Service Facility Fee Schedule
Land Uses
Residential Uses
Retail
Office
Other Non-Residential
Service
Industrial
Manufacturing/R&D
Warehousing
Construction/Repair/Wholesale

EXHIBIT A
690

EXHIBIT A
691

EXHIBIT A
692

EXHIBIT A
693

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

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

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

ME

MORANDUM OF AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND

LOAN AGREEMENT

THIS MEMORANDUM OF A M ENDED AND RESTATED DISPOSITION , DEVELOPMENT AND LOAN AGREEMENT (the "Memo of DDL A") is made as of __________________, 2022, by and between the City of Live rmore, a mu nicipal corporation (the “City”) and Eden Housing Inc., a California non- profit public benefit corporation ("Developer") to confirm that the City and the Developer are parties to that certain Amended and Restated Disposition, Development and Loan Agreement dated as of May _____, 2022, as may be amended from time to time (the "DDLA"). The DDL A concerns the sale of real property in Livermore, California, which real property is described in the attached Exhibit A and the development of an ap proximately one hundred thirty (130) unit multi- family housing project .

The DDLA is a public document and may be reviewed at the in the office of the City Clerk of the City of Livermore . In the event, and to the extent, that any of the terms or provisions of this Memo of DDLA are inconsistent with the terms or provisions of the DD LA, the terms and provisions of the DDLA shall govern and prevail.

IN W
ITNESS WHEREOF, the City and Developer have executed this Agreement by duly authorized representatives, all on the date first written above.

Date:

City:

By:

Its
: City Manager
APP

ROVED AS TO FORM
By:

Assistant City Attorney

EXHIBIT K

EXHIBIT A
694

D
EVELOPER:

E
den Housing,
a California non profit public benefit
corporation
By: _____________________
Name: ___________________
Title: ___________________

EXHIBIT A
695
P
age 3 of 3
E

XHIBIT A
Property Description

EXHIBIT A
696
RECORDING REQUESTED BY:

Order No.

Escrow No.

Loan No.

WHEN RE
CORDED MAIL TO:

City Cle
rk
City of Livermore
1052 South Livermore Avenue
Livermore, CA 94550
ABOVE THIS LINE FOR RECORDER’S USE
__________________________________________________________________________________________________________ MAIL TAX STATEMENTS TO: The Undersigned grantor(s) declare(s):

Eden Housing
22654 Grand Avenue CITY TRANSFER TAX $ Government Agency Hayward, CA 94541 DOCUMENTARY TRANSFER TAX $ Acquiring Title SURVEY MONUMENT FEE $ Tax Code §§ 11922
SAME AS ABOVE Computed on the consideration or value or property conveyed; OR Computed on the consideration or value less liens or encumbrances remaining at time of sale.
____________________________________________________________________________________________________________________________________ APN 098-0289-22 Exempt from filing fees per Government Code Section §§ 27383 & 6103

GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The Ci
ty of Livermore, a Municipal Corporation (“Grantor”)
hereb
y Grant(s) in fee to
[INSERT NAME OF OWNER, L.P.], a [STATUS] (“Grantee”)
the re
al property in the City of Livermore
County of Alameda, State of California, as described in Exhibit A

FOR LEGAL DESCRIPTION
SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF
Subjec
t to the Notice of Affordability Restrictions on Transfer of Property and Dedication of Covenants and Restrictions executed by the Cit of Livermore, a municipal corporation and Redevelopment Agency of the City of Livermore, a body politic and corporate Recorded on January 12, 2009 as Instrument No. 2009-028632, and modification ececuted by the City of Livermore, Recorded November 19, 2018 as Instrument No. 2018-227103, which shall be considered to be incorporated herein and be a part hereof.

City of
Livermore, a municipal corporation
__________________________________________
Signat
ure:
__________________________________________
Name:

Title:

EXHIBIT L

EXHIBIT A
697

ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) ss.

COUNTY OF ALAMEDA )

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

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

WITNESS my hand and official seal.

Signature (Seal)

EXHIBIT L

EXHIBIT A
698

EXHIBIT A
699

EXHIBIT A
700
Lease Agreement- City as Lessee Page 1 of 11
Rev. 05/2022

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

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

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

TEM

PORARY PARKING LEASE AGREEMENT
(Undivided Parcel)
THIS LEASE AGREEMENT (“Lease”) dated as of this _____ day of ____________, 2022, (the “Effective Date”) is made and entered into by and between [NAME OF PROJECT OWNER L.P. TO BE INSERTED] , a California [ENTITY TYPE] ( “Lessor”) and the City of Livermore, a municipal corporation ("City" or “Lessee”).

RECITALS
A. On , t he C ity and Lessor entered int o an Amended and Restated Disposition, Development and Loan Agreement (the “DDLA”), wherein the City agreed to set forth the terms and conditions for the City to sell the Undivided Parcel (more particularly described in Exhibit A) for purposes of developing an affordable housing project consisting of two buildings and 130 uni ts on portions o f the property, referred to as the Housing Parcels. The Housing Parcels are more particularly described in Exhibit M to the DDLA and included herein by this reference.

B. Currently, th e Cit y is using the Undivided Parcel as a temporary paved surface public parking lot. Upon sale of the Undivided Parcel, Lessor has agreed to lease the Undivided Parcel back to City at th e cost of actual third-party expenses incurred by Lessor for the City’s continued use as a temporary paved surface public parking lot until the commencement of the Project on the Housing Parcels as further described herein.

C. The Lessor desires to lease the Leased Premises to City and City desires to lease from Less or the Leased Premises on the t erms and conditions contained in this Lease Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Leased Pr emises. Lessor leases to City and City leases from Lessor, the entire Undivided Parcel, also known as the Leased Premises, as indicated on Exhibit A.

EXHIBIT O

EXHIBIT A
701
Lease Agreement- City as Lessee Page 2 of 11
Rev. 05/2022

2. Possession; Delay in Delivery of Possession.
(a) Except as otherwise provided in this Lease Agreement, City agrees to accept possession of the Leased Premises in its existing “as is” condition, including, but not limited to, all patent a nd la tent defects and subjec t to al l applicable laws, ordinances, and regulations governing and regulating the use of the Leased Premises and any recorded covenants, conditions, restrictions, easements, licenses, or right of ways. (b) If Lessor, for any reas on wha tsoever, cannot deliver possession of t he Leased Premises to City on or before the Effective Date, this Lease Agreement shall not be void or voidable and no obligation of City shall be affected thereby, and neither Lessor nor Lessor's agents shall be liable to City for any loss or damage resulting therefrom.

3. R ent; Triple Net Lease. Lessor agrees to lease the Leased Premises to the City for no re nt; provided, however , that t his Lease is a triple net lease and the City will be responsible to pay actual costs, charges, taxes, impositions, and other obligations it incurs related to the Leased Premises accruing after the Effectiv e Date for the duration of the Term. If the Lessor pays any such amounts, whether to cure a default or otherwise protect its interests hereunder, the Lessor will be entitled to be reimbursed by City the full amount of such payments as additional rent within thirty (30) days of written demand by the Lessor.

4. T erm. This Lease Agreement shall commence on the Effective Date and terminate 30 days following written notice from Le ssor to City that constructio n on the Housing Parcels shall begin within 60 days. Upon termination of the Lease, City agrees to execute a termination notice that shall be recorded against the Leased Premises. This Leas e Agreement shall supersede and replace any other lease agreement between said parties, or their predecessors in interest, concerning the use of the Leased Premises, or any other space or area of the Housing Parcels.

5. City ’s U se of Leased Premises.
(a) Use of Leased Premises. City shall only use the Leased Premises for (i) the purpose of a temporary paved surface public parking lot and (2) for access to the site for the purposes of any environmental testing and monitoring requirements described in the DDLA and the indemnity and cooperation agreement (as described in the DDLA). (b) R ules Regardi ng Use. City’s use of the Leased Premises shall be subject to the following rules:
(i) Cit y shall not allow, authorize, or permit the Leased Premises, or any part thereof, to be used for any use or any illegal activity or purpose in violation of federal or state laws and/or ordinances, regulations and requirements of County, City, or any other enforcement authority.
(ii) City shall not commit, allow, or permit to be used for any offensive or improper use or nuisance, the Leased Premises which may unreasonably or unlawfull y disturb or damage the Hotel Parcel or Leased Premises.

EXHIBIT A
702
Lease Agreement- City as Lessee Page 3 of 11
Rev. 05/2022
(iii) City shall not leave or store any trash, garbage, or refuse of any kind in, on, or about the Leased Premises and shall cause any refuse, trash, or other waste deposited on the Leased Premises by any of its employees, agents, or representatives to be picked up and disposed of in the appropriate m anner so as to keep the Le ased Premises in a neat and clean condition.
(iv) City shall not use, commit, allow, or permit to be used or committed, any waste upon the Leased Premises.
(c) Ha za rdous Materials. City shall n ot c ause or per mit a ny Hazardous Materials to be permanently stored, used or disposed of in the Leased Premises, by City’s agents, employees, contractors or invitees, without having obtained Lessor’s prior, written consent. For purposes of this Lease Agreement, th e fol lowing terms sh all h ave the meanings set forth below:
“Hazardous Mat erials” s hall mean any t oxic or hazardous wastes, pollutants, materials or substances, including, without limitation, asbestos, PCB’s, petroleum products, radioactive subs tances or t heir by- products, oth er su bstances defin ed or l isted as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9 601 et seq . (“CERCL A”); the H azardous Materials Transportation Act, 49 U.S.C §§ 5101 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance C ontrol Act of 1976, 15 U.S.C. §§ 2601 et seq.; any "toxic pollutant" under the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; any hazar dous air p ollutant u nder the Cl ean Air Act , 42 U.S .C. §§ 74 01 et seq.; the California Hazardous Substance Account Act, California Health & Safety Code ("HSC") §§ 25300 et seq., the Hazardous Waste Disposal Land Use Act, HSC §§ 25100 et seq.; in or pursuant to or identified as causing cancer or reproductive toxicity in the California Safe Drinking Water & Toxic Enforcement Act of 1986, HSC §§ 25249.5 et seq.; and HSC §§ 25117, 25316; all as s uch laws may be amended; a ny hazardous or t oxic substance, material, c hemical, wast e, o r pollutant now or her eafter regula ted under any other applicable Federal, State, or local environmental laws, without limitation; and any other matter in the nature thereof arising pursuant to the jurisdiction of any public agency. “Hazardous Discharge” and “Contamination” shall mean the happening of any event involving an emission, spill, release, or discharge (“Release”) into or upon ( i) the air, (ii) soils or any improvements located thereon, (iii) surface or ground water, (iv) the sewer, septic system , or waste t reatment, s torage, or dispo sal system servici ng the Leased Premises, of any Hazardous Material, or (v) any other matter in the nature thereof arising pursuant to the jurisdiction of any public agency.
“Environmenta l Laws” shall me an all ap plicable Federal, S tate, and local laws, ordinances, regulations, orders, procedure s, policies, and directives of eve ry kind and nature whatsoever pertaining to Hazardous Materials in, at, on, under, or from the Leased Premises or any portion thereof.

6. City Obligations.

EXHIBIT A
703
Lease Agreement- City as Lessee Page 4 of 11
Rev. 05/2022
(a) Services and Utilities. City shall pay directly for basic electricity and power for the Leased Premises to support the public parking use. (b) Maintenance . Except as otherwise provided herein or in the DDLA, City shall at its own cost and ex pense, maintain the Leased Premises, and every part thereof, in good and sanitary order, condition, and repair during the term of the Lease. City shall be responsible for the cost of any and all repairs or maintenance to the Leased Premises, caused by negligent, careless, or willful acts of City, its employees, agents, equipment, or invitees.
(c) Reimburseme nt of Third-Party Expenses: During the term of the Lease, City shall reimburse Lessor for Lessor-paid insurance, property taxes and County and City assessments, and other expenses which are required to be paid directly by Lessor as part of the operation of the Leased Premises as temporary public parking . City’s reimbursement obligations under this Section 6(c) shall not exceed $120,000 dollars per year, increasing 3% annually, or further Council approval shall be required.

7. Condition of Leased Premises. City represents and warrants that it has made a thorough and complete inspection of the Leased Premises using qualified consultants and experts of its own choosing, and the Leased Premises is suitable for a temporary, surface public parking lot and in good and sanitary order, repair, and condition. City hereby accepts the Leased Premises in its present condition and, except as otherwise may be set forth herein, without representation or warranty by Lessor as to the condition o f such Leased Premises or as to the use of the Leased Premises.

8. Constr uction and Repair.
(a) Mechanic’s Lien. City sha ll pay, o r caus e t o be pa id, al l co sts and expenses for work done by City, or caused to be done by City, on the Leased Premises of a character which could result in any lien on the Housing Parcel, and City will keep the Leased Premises free and clear of any mechanic’s lien and/or other lien on account of work done for City or at its request.

Should any claims of lien be filed and/or recorded against the Leased Premises, or any ac tion affecting the title thereto commenced, City shall give Lessor written notice thereof as soon as it has knowledge of the action.
(b) Construction. City shall not build or construct any improvement, or make any structural change, addition, or remodeling to the Leased Premis es without the Lessor’s prior written consent. In the even t that Les sor prov ides Ci ty with the requi red written consent, City shall at its own cost c omply with a ny and all Federal, State, or local laws and/or regulations applicable to any such construction, alteration, or remodeling to or within the Leased Premises to upgrade them to satisfy current standards.

9. Encumbrances. C ity shall keep the Leased Prem ises f ree and clear of all encumbrances except with the prior written approval of Lessor.Destruction. If the Leased Premises is totally destroye d during t he term of t his Leas e Agreement by fire, flo od,

EXHIBIT A
704
Lease Agreement- City as Lessee Page 5 of 11
Rev. 05/2022
earthquake, or other casualty, whether or not covered by insurance, this Lease Agreement shall terminate.

10. C ondemnation. If all or part of the Leased Premises is taken by condemnation such that the Leased Premises is no longer usable for a temporary, paved surface public parking lot, this Lease Agreement shall terminate. City shall be entitled only to that portion of the proceeds of condemnation which is directly attributable to the value of City’s interest in this Lease Agreement.

11. C ompliance w ith Laws . City agrees to compl y with all applicab le zo ning, municipal, county and state laws, ordinances and regulations governing t he use of the Leased Premises. City agrees to secure and maint ain t hroughout t he T erm a nd a ny Extended Term any federal, state or local licenses or permits required in order to use the Leased Premises for a temporary surface public parking lot. City’s failure to do so shall be considered a material breach of this Lease Agreement. City is responsible for compliance with all Federal requirements for improvements, construction and/or repair work outside of the Lessor’s obligations.

12. A ssi gnment.
(a) Prohibition Aga inst Assi gnment and Encumbrance . This Lease Agreement and any rights or obligation s of City hereunder shall not be sold, assigned, transferred, leased, assigned, sublet, conveyed, hypothecated either in whole or in part, or in any manner, without Lessor’s prior written consent. The City shall not allow any other person or entity to occupy or use all or any part of the Hotel Parcel or Leased Premises without f irst obtaining Lessor’s written consen t. Consent to any assignment shall n ot constitute a further waiver of the provisions of this section. (b) Involuntary As signment. No interest of Lessee in this Lease Agreement shall be assignable by operation of law, including, without limitation, the transfer of this Lease Agreement by testacy or intestacy. Each of the following acts shall be considered an involuntary assignment:
(i) If Cit y is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which City is the bankrupt party; or, if the City is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; (ii) If a writ of attachment or execution is levied on this Lease Agreement; (iii) If, in any proceeding or action to which Lessee is a party, a receiver is appointed with authority to take possession of the Leased Premises. (iv) An involuntary assignment shall constitute a default by City and Lessor shall have the right to elect to terminate this Lease Agreement, in which case this Lease Agreement shall not be treated as an asset of City.

EXHIBIT A
705
Lease Agreement- City as Lessee Page 6 of 11
Rev. 05/2022
(v) If a writ of attachment or execution is levied on this Lease Agreement, City shall have ten (10) days in which to cause the attachment or execution to be removed.

If any involuntary proceeding in bankruptcy is brought against Lessee, or if a receiver is appointed, Lessee shall have sixty (60) days in which to have the involuntary proceeding dismissed or the receiver removed.

13. T axes . Except as otherwise provided in Section 3 above, Lessor shall pay during the term of this Lease Agreement, without abatement, deduction, or offset, any and all real and personal pr operty taxes, general and special asses sments, and other charges (including any increase caused by a change in the tax rate or by a change in assessed valuation) of any description levied or assessed during the term of this Lease Agreement by any governmental agency or entity on or against the Undivided Parcel, improvements located on the Housing Parcels, personal property located on or in the Housing Parcels or improvements, and the leasehold interest created by this Lease Agreement.

14. Indemnity. Cit y agrees to and shall defend, indemnify, protect and hold harmless Lessor, its officers, directors, employees and agents harmless from and against any and all loss, damage, injury, accident, casualty, liability, claim, cost or expense (including, but not limited to, reasonable attorneys’ fees) of any kind or character to any person or property arising from or related to any act or omission of City, its employees, agents or contractors, the City’s use of the Leased Premises, or as a result of this Lease Agreem ent. To the greatest extent by law, C ity waives all claims or demands against Lessor for any loss, damage, or injury to City or City’s property in connection with this Lease Agreement or the operation or use of the City ’s property by City or its agents, servant s or c ontractors or employees and agrees to so indemnify and hold Lessor harmless.

15. Reserved.

16. T ermination.
(a) T ermination for Cause. In the event City engages in, or permits any other person to engage in, any illegal activities in, on, or about the Housing Parcel or the Leased Premises, whether with or without a cri minal conviction, Lessor shall have the right to immediately terminate this L ease A greement and demand City surrender the Leas ed Premises.

Except fo r imm ediate termination as provided for in this Lease Agreement, should City at any time during the term of this Lease Agreement be in default in the performance of any of th e terms, co nditions, rules, coven ants, or requirements h erein contained or otherwise agreed to by the parties, including the rul es and regulations est ablished by Lessor regarding the use of, or access to, the Housing Parcels and Leased Premises, and should such default continue for thirty (30) days after written notice thereof from Lessor to City specifying the particulars of such default, or should City vacate or abandon the Leased Premises, then in any such event it shall be at the option of the Lessor, the Lessor’s right to declare this Lease Agreement terminated and re- enter the Leased Premises and take possession thereof and rem ove City’s fixtures and furnishings, and City shall have no further claim thereon or hereunder.

EXHIBIT A
706
Lease Agreement- City as Lessee Page 7 of 11
Rev. 05/2022
(b) Lessor’s remedies in this section shall be in addition and supplemental to any and all other rights or remedies which Lessor may have pursuant to this Lease Agreement and/or under the law.
(c) In the event that the County of Alameda (“County”) provides a loan to Lessor, and so requires, this Lease may be terminated in the event of an uncured default under the County loan and/or subordinated to the County loan.

17. Defau lt. Any of the followi ng events or oc currences shall constitute a material breach of this Lease Agreement by City and, after the expiration of any applicable grace period, shall constitute an event of default (each an “Event of Default”):
(a) The fa ilure by City to perform any oblig ation under this Lease Agreement, which by its nature City has no capacity to cure;
(b) The fai lure by City to perform any ot her o bligation under this Lease Agreement, if the failure has continued for a period of ten (10) days after Lessor demands in writing that City cure the failure. If, however, by its nature the failure c annot be cured within ten (10) days, City may have a longer period as is necessary to cure the failure, but this is conditioned on City's promptly commencing to cure within the ten (10) day period and thereafter completing the cure within thirty (30) days after Lessor demands in writing that City cure the failure. City shall indemnify and defend Lessor against any liability, claim, damage, loss, or penalty that may be threatened or may in fact arise from that failure during the period the failure is uncured;
(c) Any of the following: a general assignme nt by City for the benefit of City's creditors; any voluntary fili ng, petition, or application by City under any law relating to insolvency or bankruptcy, whether for a d eclaration of bankruptcy, a reorganization, an arrangement, or oth erwise; the abando nment, vacation, or surrender of the Le ased Premises by Lessee without Lessor's prior written consent; or the dispossession of City from the Leased Premises (other than by Lessor) by process of law or otherwise; (d) The abandonment of the Leased Premises by City.

18. Rem edies. Upon the occurrence of a n Event of Default, Lessor may pursue al l rights or remedies available to Lessor at law or in equity.

19. Waiver. A ny express or im plied w aiver of a breach of any term of thi s Lease Agreement shall not constitute a waiver of any further breach of the same or other term of this Lease Agreement.

20. Surrender o f Leased Premises. Upon the expiration of this Lease Agreement, or no later than ten (10) days after its termination, City shall surrender the Leased Premises to Lessor, and all improvements and alterations thereto, in good condition except for ordinary wear and tear occurring after the l ast ne cessary ma intenance m ade by City a nd/or destruction to the Leased Premises covered by Section 10 of this Lease Agreement.

Lessor m ay elect to retain or disp ose of in an y m anner any alter ations,

EXHIBIT A
707
Lease Agreement- City as Lessee Page 8 of 11
Rev. 05/2022
improvements, fixtures, or furnishings that City does not remove from the Leased Premises on expiration or termination of the Lease Agreement by giving at least ten (10) days' notice to City. Title to any such improvements, alterations, fixtures, or furnishings that Lessor elects to retain or dispose of on expiration of the ten (10) day period shall vest in Lessor.

City waives all claims agains t Lessor for any dam age t o City resulting from Lessor 's retention or disposition of any such improvements, alterations, fixtures, or furnishings. City shall be liabl e to Lessor for Lessor’s costs for storing, removing, and disposing of any improvements, alterations, fixtures, or furnishings.

21. Entry by Lessor. City shall permit Lessor, its officers, employees, and agents to enter into and upon the Leased Premises upon r easonable notice for the purp ose of inspecting the Leased Premises, predevelopment activities related to the Project, enforcing the rules and regulat ions under this Lease Agreement, a nd the posting of such legal notices as Lessor may deem necessary or convenient.
(a) Lessor and its agents may enter the Leased Premises at any reasonable time upon reasonable n otice to City, or immediately in the cas e of an emergency, for t he purpose of: (i) inspecting the Leased Premises; (ii) posting notices of nonresponsibility; (iii) supplying any service to be provided by Lessor to City; (iv) showing the Leased Premises to prospective purch asers, mortga gees, or t enants (v) m aking nec essary alterati ons, additions, or repairs as required by this Lease Agreement or to otherwise perform Lessor's duties under this Lease Agreement; (vi) determining whether City is complying with the terms of this Lease Agreement; (vii) performing City’s obligations when City has failed to do so after written notice from Lessor, if required by the terms of this Lease Agreement; (viii) placing on the Leased Premises ordinary for lease signs or for sale signs; (ix) doing of other lawful acts that may be necessary to protect Lessor’s interest in the Leased Premises under this Lease Agreement; (x) responding to an emergency; and (xi) performing any predevelopment activities reasonably necessary to develop the Project as contemplated under the DDLA.
(b) Lessor shall have the right to use any means Lessor deems necessary and proper to enter the Leased Premises in an emergency. Any entry into the Leased Premises obtained by Lessor in accordance with this section shall not be a forcible or unlawful entry into, or a detainer of, the Leased Premises, or an eviction, actual or constructive, of City from the Leased Premises, nor shall such entry give rise to a claim for rent abatement.

22. Notices. Wherever in this Lease Agreement it shall be required or permitted that notice or demand be given or served by either party to this Lease Agreement to or on the other, such n otice or dema nd shall be given or served i n wri ting and f orwarded by registered mail, addressed as foll ows, though any party may change su ch address or contact person by written notice by registered mail to the other:

City: Community Development Director
City of Livermore
1052 South Livermore Avenue
Livermore, California 94550

EXHIBIT A
708
Lease Agreement- City as Lessee Page 9 of 11
Rev. 05/2022
Lessor: [ NAME OF PROJECT OWNER L.P. TO BE INSERTED]

Attn:

23. H
olding Ove r. Any holding over without the Lessor’s prior written consent shall be prohibited.

24. M odif ication. This Lease Agreement may only be modified or amended by written agreement signed by both parties hereto.

25. General P rovisions.
(a) Time of Essence. Time is of the essence for each provision of this Lease Agreement.
(b) Relations hip of the Parties. Nothing contained in this Lease A greement shall be deemed or construed by the parties or by a third party to create the relationship of principal and agent, and/or of partnership, and/or of joint venture, and/or of any association between the parties, other than the relationship of Lessor and Lessee. (c) Entire Agreement . T his instrument, inc luding a ny attachments heret o, constitutes the entire agreement of the parties relating to the subject matter of this Lease Agreement and correctly sets forth the rights, duties, and obligations of each party to the other, but this Lease Agreement does not supersede any provision in the DDLA. (d) Partial Invalidity. If any provision or portion of this Lease Agreement shall be deemed invalid, it is agreed that such invalidity shall affect only such provision or portion thereof, and the remainder of this Lease Agreement shall remain in force and effect. (e) C alifornia Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State of California. (f) Review of Lease. Each party to this Lease Agreement declares that prior to the executi on of this Lease Agreement, each party had the oppo rtunity to seek the independent advice of counsel and that they apprised thems elves of sufficien t relevant information in order that they might intelligently exercise their own judgment in deciding whether to execute this Lease Agreement. Each party agrees that they have completely read and understood the Lease Agreement, know the contents thereof, and have signed the Lease Agreement of their own free will and free of any duress. No single party has drafted this Lease Agreement and it shall no t be interpreted a gainst any party as the drafting party.
(g) Perf o rmance Excused. The parties shall be excused from performance, as hereunder agreed t o, i f such performance is rendered impossible, impractical, or unreasonably difficult by, but n ot limited to, any strike, lockout, labor disturbance of any

EXHIBIT A
709
Lease Agreement- City as Lessee Page 10 of 11
Rev. 05/2022
kind, civil commotion, war, acts of terrorism, shortage of any supply or labor, shortage of water, weather, act of government authority, enactment or change in laws or regulations, breakdown of facilities or any cause outside of the parties’ control. (h) M utual Termination. This Lease Agreement may be terminated at any time concerning the rights and responsibilities of the parties who, between them, agree to such a termination.
(i) Headings. The headings used in t his Lease Agreement are intended for reference only and do not define or limit the sc ope or meaning of any p rovision of this Lease Agreement.
(j) Waiver. A term or condition of this Lease Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall affect the right of the waiving party to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition. City shall not be excused from compl ying with any of the terms and conditions of th is Lease Agreement by any failure of the City upon any one or more occasions to insist upon or to seek compliance with any such terms and conditions.
(k) Attachments. A ll attachments refe rred to in and attached to this Lease Agreement are incorporated by reference as though set forth in full. (l) Attorney’s Fees and Costs. If either party commences an action against the other party to enforce this Lease Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs of suit, investigatio n costs and discovery costs, including costs of appeal.

**********
Signatures and Attachment List On Next Page**********

EXHIBIT A
710
Lease Agreement- City as Lessee Page 11 of 11
Rev. 05/2022
IN WITNESS WHEREOF, the parties to this Lease Agreement have executed this Lease Agreement as of the dates set forth below.

[NAME OF OWNER][ENTITY TYPE]
Lessor
By: ____________________________
[Signer's Name]
[Signer's Title]

City or Lessee

Dated: __________________________
City of Livermore
A Municipal Corporation

By: ____________________________

City Manager

Dated:___________________________

Approved as to Form:

By: ____________________________
Assistant /City Attorney

(Signatures must be Notarized)

Attachments:

Exhibit A – Undivided Parcel (Exhibit A to the DDLA)

Exhibit B – Insurance Requirements
(Insurance to be provided at time of execution of Lease Agreement)

EXHIBIT A
711
www.coxcastle.com Los Angeles | Orange County | San Francisco Cox, Castle & Nicholson LLP
50 California Street, Suite 3200
San Francisco, California 94111-4710
P: 415.262.5100 F: 415.262.5199
Scott B. Birkey
415.262.5162
[email protected]
File No. 88889
April 4, 2022

VIA E-MAIL
Paul Spence
Community Development Director
Community Development Department
Livermore, CA 94550
Re: Request for Stay of Expiration Date for Eden Downtown Housing Project Entitlements and Approvals
Dear Mr. Spence:

On behalf of Eden Housing, Inc. (“Eden”), we request a stay of the expiration date of the entitlements and approvals for Eden’s Downtown Housing Project. Those entitlements and approvals were granted by the City of Livermore City Council on May 24, 2021.

Eden makes this request in connection with the following entitlements and approvals:
• Vesting Tentative Parcel Map (VTPM) 11186, which would expire on May 24, 2023 unless its expiration date is stayed;
• Downtown Design Review (DDR) 20-019, which would expire on May 24, 2023 unless its expiration date is stayed;
• Non-discretionary Use of State Density Bonus Law, Including a Density Bonus, Relief from Parking Standards, an Increase in Building Height, and an Incentive to Reduce Applicable Setbacks, which has no expiration date; and • An Amendment to the Disposition, Development, and Loan Agreement, which has no expiration date.

On June 24, 2021, a Petition for Writ of Mandate was filed by Save Livermore Downtown in Save Livermore Downtown v. City of Livermore, et al., Alameda County Superior Court, Case No. RG21102761. On February 14, 2022, the Court entered judgment denying the petition for writ of mandate with prejudice. Pursuant to Section 1049 of the California Code of Civil Procedure, “An action is deemed to be pending from the time of its commencement until its final determination upon appeal, or until the time for appeal has passed, unless the judgment is Exhibit P

EXHIBIT A
712
Paul Spence
April 4, 2022

sooner satisfied.” As such, litigation against the Project is still pending because at this time, the time for an appeal of the Alameda County Superior Court decision has not yet passed.

Government Code Section 66452.6(a)(1) provides that an approved or conditionally approved tentative map shall expire 24 months after its approval or conditional approval, or after any additional period of time as may be prescribed by local ordinance, not to exceed an additional 24 months. (See also Livermore Development Code Section 10.02.110(C)(1)(a).) Section 66452.6(c) provides that the period of time specified in Section 66452.6(a)(1) shall not include the period of time during which a lawsuit involving the approval or conditional approval of the tentative map is or was pending in a court of competent jurisdiction, if the stay of time period is approved by the local agency pursuant to this section. The subdivider may apply to the local agency for a stay pursuant to the local agency’s adopted procedures. The local agency shall either stay the time period for up to five years or deny the requested stay.

Livermore Development Code Section 10.02.110(C)(2)(c)(1) provides that if a lawsuit is pending in a court of competent jurisdiction, and a subdivider requests a stay of the time in which a parcel map or tentative map will expire, the Director may stay the map’s expiration date until final conclusion of the action, if the Director determines that the action affects the validity of the parcel map or tentative map approval. Because Section 10.02.110(A) of the Livermore Development Code allows by mutual consent of both the subdivider and the City to extend the time limits for acting on a map, the City may exercise its discretion to grant such a stay request at any time during the pendency of that lawsuit so long as both the subdivider and the City mutually agree as to when a stay request can be made.

Moreover, the Livermore Development Code contemplates that the expiration date of other approvals related to a map may also be extended when the expiration date of a map is being extended. For example, Section 10.02.110(B) of the Livermore Development Code allows the City to make certain modifications to time limits if necessary “to permit concurrent processing of related approvals.” As such, an extension of the expiration date of the Project’s Vesting Tentative Parcel Map allows for an extension of the Project’s other related approvals, including the Projects’ approval of the Downtown Design Review.

Accordingly, pursuant to Section 66452.6 of the Government Code and Section

10.02.110(C)(2)(c)(1), we request that the Community Development Director stay the expiration date of the Vesting Tentative Parcel Map and the Downtown Design Review until final conclusion of Save Livermore Downtown v. City of Livermore, et al. litigation.

Exhibit P

EXHIBIT A
713
Paul Spence
April 4, 2022

Please contact me should you have questions regarding this request. Thank you for your consideration.

Sincerely,
Cox, Castle & Nicholson LLP
Scott B. Birkey
SBB:/mtn
088889\14613495v1
Exhibit P

EXHIBIT A
714
Exhibit P

EXHIBIT A
715
Exhibit P

EXHIBIT A
716
083486\14899084v1
LONG TERM LEASE AGREEMENT 1
THIS LONG TERM LEASE AGREEMENT (“Agreement”) is made as of [_____] 2 (“Effective Date”), by and between [the City of Livermore] (“Lessor”), and [_____] (“Leasee”). 3 BASIC LEASE PROVISIONS 4
5 1. Garage: That certain parking garage containing
approximately 452 parking stalls located
approximately at First Street and L Street

2. Address of Lessor :

3. Address of Leasee: [_____]

4. Address for Payment: All payments payable to Lessor under this Agreement shall be sent to the following address
or to such other address as Lessor may from time
to time designate:
[City of Livermore, 1052 S. Livermore Avenue,
Livermore, CA 94550]

5. Premises: 16 parking stalls within the area of the Garage depicted on the plan attached hereto as Exhibit A
and made a part hereof.

EXHIBIT Q

EXHIBIT A
717
083486\14899084v1 2
6 6. T erm : A period of 55 years commencing on [_____] (“Commencement Date”) and ending on the day
prior to the [_____] anniversary of the
Commencement Date (“Expiration Date”).

7. B asic Fee:

Period Per Parking Stall Per Year T otal Fee Per Year
[Year 1 beginning at project lease up] [$300.00] [4,800] [Years 2 -55] [$300.00 plus 2.5% annual esca lator] [4,920 (Year 2) ] [_____] [_____] [_____]

8. P ermitted Use : 16 Reserved spaces for residents of Eden’s Downtown Livermore Apartments

9. Permitted Users: Defined in Section 1 of this Agreement, below.

This Agreement shall consist of the foregoing Basic Lease Provisions and the provisions 7 of the Standard Lease Provisions (which follow) and Exhibits A through C, inclusive, all of 8 which are incorporated herein by this reference as of the Effective Date. In the event of any 9 conflict between the provisions of the Basic Lease Provisions and the provisions of the Standard 10 Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms 11 used herein and not otherwise defined shall have the meanings set forth in the Basic Lease 12 Provisions. 13
14 EXHIBIT A
718
083486\14899084v1 3
STANDARD LEASE PROVISIONS 15

1. Lease of Premises. Lessor hereby grants to Leasee an irrevocable and exclusive16 Lease (the “Lease”) to use the Premises and all [_____] parking stalls comprising the Premises, 17 and Leasee hereby accepts such Lease for use of the Premises and all [_____] parking stalls 18 comprising the Premises from Lessor, for the Term of this Agreement (as provided below and as 19 such Term may be extended as provided herein), and upon all of the terms, covenants and 20 conditions contained in this Agreement. Lessor acknowledges and agrees that (i) Leasee is the 21 [_____] to certain real property located [_____] and described on Exhibit C attached hereto (the 22 “Benefitted Parcels”), (ii) the Lease rights granted to Leasee in this Agreement are appurtenant 23 to and benefit the Benefitted Parcels, shall run with the lands comprising the Benefitted Parcels, 24 and shall inure to the benefit of Leasee and its designated successors and assigns in interest as 25 [_____] of the Benefited Parcels, and (iii) Leasee shall have the right to subLease and grant 26 rights of use of the Premises and all [_____] parking stalls comprising the Premises to any 27 employees of Leasee as well as to any and all tenants and occupants of any portion of the 28 Benefitted Parcels, all as may be designated by Leasee, its successors and assigns in interest as to 29 the Benefitted Parcels (each and all such designated third parties together with Leasee and its 30 successors and assigns as [_____] of the Benefitted Parcels, being individually a “Permitted 31 User” and collectively, “Permitted Users”) for the Term of this Lease, as the same may be 32 extended as provided in this Agreement. Leasee acknowledges that Lessor has not made any 33 representations or warranties with respect to the condition of the Premises or the Garage or with 34 respect to the suitability or fitness of any of the same for Leasee’s Permitted Use other than for 35 the parking of vehicles therein. Lessor shall have no obligation to construct improvements for 36 Leasee or to repair or refurbish the Premises except as set forth in this Agreement, and the 37 Premises will be delivered to Leasee in its “AS IS” condition. The taking of possession of the 38 Premises by Leasee shall be conclusive evidence that Leasee accepts the Premises “AS IS” and 39 that the Premises is suited for Leasee’s Permitted Use (subject to the completion of certain 40 improvements to be completed by Leasee as provided herein which are intended to provide 41 exclusive use of the Premises and parking stalls therein for the Term of this Agreement, as 42 extended), and the Premises is in good and satisfactory condition at the time such possession is 43 taken. 44

2. Term and Com mencement Date. Unless earlier terminated in accordance with45 the provisions hereof, the initial Term of this Agreement shall be the period set forth in Item 6 of 46 the Basic Lease Provisions. The Term of this Agreement shall commence on the 47 Commencement Date set forth in Item 6 of the Basic Lease Provisions. 48

3. Purpose. L easee hereby acknowledges and agrees that this Agreement provides49 Leasee and Permitted Users designated by Leasee only with the right to use only the Premises 50 and all parking stalls comprising the Premises for the Permitted Use set forth in Item 8 of the 51 Basic Lease Provisions and that Leasee and such designated Permitted Users shall have no right 52 to use the Premises for any use other than the Permitted Use or to use any other portion of the 53 Garage for the Permitted Use, other than such portions of the Garage including the main entry 54 gates, ramps and drive aisles as are necessary to access the Premises and all parking stalls 55 comprising the Premises. In order to enforce the restriction on Leasee and its designated 56 Permitted Users to use only the Premises for the Permitted Use and the prohibition on Leasee 57 and its designated Permitted Users from using any other portion of the Garage other than as 58

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necessary to access the Premises and all parking stalls comprising the Premises, Lessor shall, at 59 Leasee’s sole cost and expense, install a scanning system at the Garage, and/or a card key access 60 gate to limit access to the Premises and parking stalls comprising the Premises to solely those 61 designated Permitted Users identified by Leasee to Lessor as to whom Leasee has provided 62 access cards to the Garage and the Premises parking gate. The card key access gate shall be 63 designed by Lessor’s parking garage operator for the Garage and shall be subject to Lessor’s and 64 Leasee’s review and approval of the plans and specifications for the card key access gate, which 65 approval shall not be unreasonably withheld, conditioned or delayed by either Lessor or Leasee). 66 In addition, the cost of the card key access gate (to be paid for by Leasee) shall be subject to 67 approval by Leasee, not to be unreasonably withheld. Leasee shall reimburse Lessor for the 68 previously approved cost incurred by Lessor to install either the scanning system or card key 69 access gate within ten (10) business days of receipt by Leasee of written notice from Lessor and 70 copies of invoices therefor. In the event of the failure by any individual Permitted User to park 71 only in the Premises, such individual Permitted User shall be required to pay the maximum daily 72 rate then being charged by Landlord at the Garage, and the continued failure by such individual 73 Permitted User to park only in the Premises after written notice from Lessor shall provide Lessor 74 with the right to refuse entry into the Garage by such individual Permitted User in the same 75 manner and subject to compliance with the same laws as are applicable to public parking garage 76 users. In no event shall any default or breach by any individual Permitted User constitute a 77 default by Leasee or result in the loss of any parking stalls comprising the Premises or result in 78 any termination of this Lease Agreement or diminution in the total number of parking stalls that 79 are to be provided to Leasee hereunder. 80
So long as Leasee and all Permitted Users comply with any commercially reasonable 81 security rules and regulations that Lessor may reasonably deem necessary for the safety of the 82 Garage or the Premises, Leasee and all Permitted Users shall have access to the Garage and the 83 Premises 24 hours per day, 7 days per week. Such access shall be subject to full or partial 84 closures which may be required from time to time for construction, maintenance, repairs, actual 85 or threatened emergency or other events or circumstances which make it reasonably necessary to 86 temporarily deny, restrict or limit access in an equitable and non-discriminatory fashion as 87 among all users of the Garage including Permitted Users under this Agreement. 88

4. Rent.89
(a) Basic Fee. Leasee sha ll pay to Lessor the Basic Fee set forth in Item 7 of90 the Basic Lease Provisions. Leasee shall pay, without notice or demand, to Lessor or 91 Lessor’s agent at the address set forth in Item 4 of the Basic Lease Provisions, or at such 92 other place as Lessor may from time to time designate in writing, in currency or a check 93 for currency which, at the time of payment, is legal tender for private or public debts in 94 the United States of America, the Basic Fee as set forth in Item 7 of the Basic Lease 95 Provisions, payable in advance on or before the first day of each and every month during 96 the Term of this Agreement, without any setoff or deduction whatsoever, except as 97 provided in this Agreement. The Basic Fee for any fractional month shall be a prorated. 98 Leasee shall pay the first full month’s Basic Fee set forth in Item 7 of the Basic Lease 99 Provisions upon execution of this Agreement prior to any use of the Premises. All other 100 fees and expenses incurred will be invoiced by Lessor and are due and payable within 101

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thirty (30) days of the date of the invoice. Basic Fee and all other fees shall collectively 102 be referred to as “Rent” in this Agreement. 103
(b) L ate Charge . If any installment of the Basic Fee or any other amount due 104 from Leasee shall not be received by Lessor or Lessor’s designee within five (5) days 105 after said amount is due, then Leasee shall pay to Lessor a late charge equal to [_____] 106 percent of the amount due; provided, however that the foregoing late charge shall be 107 waived for the first such late payment of the Basic Fee or any other amount due from 108 Leasee during each twelve (12) month period of the Term of this Agreement, provided, 109 that, such payment is made by Leasee within ten (10) days of the date such payment is 110 due. The right to require the late charge shall be in addition to all of Lessor’s other rights 111 and remedies hereunder or at law and shall not be construed as liquidated damages or as 112 limiting Lessor’s remedies in any manner. In addition to the late charge described above, 113 any Basic Fee or other amount owing hereunder which is not paid within five (5) days 114 after the date they are due shall thereafter bear interest until paid at a rate equal to 115 [_____]. 116
(c) All Payments as Rent. A ny and all payments of Basic Fee, and any and 117 all fees, charges, costs, expenses, insurance obligations and all other payments, 118 disbursements or reimbursements which are attributable to, payable by or the 119 responsibility of Leasee under and by reason of this Agreement are payable as additional 120 rent and shall constitute “rent” within the meaning of California Civil Code Section 121 1951(a) whether or not the same are designated as such; and shall be due and payable 122 within ten (10) days following demand or together with the next succeeding installment 123 of Basic Fee, whichever shall first occur, and Lessor shall have the same remedies 124 therefor as for a default in the payment of Basic Fee. 125

5. Interruption. Leasee agrees that Lessor shall not be liable for damages, for any 126 failure by Lessor to comply with the terms and conditions of this Agreement, when such failure 127 or delay or diminution is not occasioned by Lessor’s negligence or willful misconduct, but is 128 occasioned, in whole or in part, by necessary repairs, replacements, or improvements, by any 129 strike, lockout or other labor trouble, or by inability to secure electricity for lighting of the 130 Garage, after reasonable effort to do so, by any accident or casualty whatsoever, by act or default 131 of Leasee or other parties, or by any other cause beyond Lessor’s reasonable control; and such 132 failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of 133 Leasee’s use and possession of the Premises or relieve Leasee from paying any fees due 134 hereunder or performing any of its obligations under this Agreement; provided, however, if for 135 any of the foregoing reasons or any other reasons not due to the negligence or willful misconduct 136 of Leasee and/or the Permitted Users, any portion of the Premises or any parking stalls therein 137 shall not be available for use by any Permitted Users during normal business hours of 7:00 a.m. 138 to 6:00 p.m. Mondays through Fridays for five (5) consecutive business days, then Lessor shall 139 use its commercially reasonable efforts to provide replacement parking within the Garage for 140 each displaced/unavailable parking stall of the Premises at no additional charge to Leasee or any 141 Permitted Users, or Leasee shall receive a credit against the Basic Fee for each such business day 142 or portion thereof (following the expiration of the first five (5) business days thereof) that the 143 total number of parking stalls comprising the Premises are not available to Leasee and the 144 Permitted Users, such credit to be based upon the ratio that the number of parking stalls which 145

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are not available to Leasee and the Permitted Users bears to the [_____] parking stalls in the 146 Premises to be provided to Leasee and the Permitted Users. 147

6. Insurance. Leasee shall, at its expense, procure and keep in full force and effect148 during the entire Term the following insurance policies, providing the following coverage to 149 Leasee and Lessor, and their respective property managers, trustees, beneficiaries, directors, 150 officers, employees, partners, agents and other representatives: 151 (a) Workers’ compensation insuran ce in accordance with the laws of the State152 of California to the extent required with waiver of subrogation; 153 (b) Employer’s liability insurance for occupational accidents or diseases, for154 limits of not less than [_____] Dollars for any one occurrence; 155 (c) Commercial general liability insurance (or commercial garage liability) on156 an occurrence form basis with limits of not less than [_____] per occurrence (provided 157 Leasee shall carry a minimum annual aggregate limit of [_____] and Umbrella liability 158 insurance, in excess following form, with an annual aggregate limit of not less than 159 [_____]); provided, however that so long as Leasee carries Umbrella liability insurance, 160 in excess following form, with an annual aggregate limit of not less than [_____], 161 individual tenant entities which are Permitted Users will not be required to carry any such 162 Umbrella liability insurance; 163
(d) Automobile liability insurance covering losses for owned, non-owned or164 hired vehicles including comprehensive and collision coverage with a limit of not less 165 than [_____] per occurrence. 166
All expenses incurre d by Leasee and any third-party tenants in obtaining insurance 167 policies required under this Section 6 shall be paid by Leasee or such third party tenants. 168 Lessor shall, at its expense, procure and keep in full force and effe ct during the entire 169 Term and any subsequent term created by any extension or renewal of this Agreement, and shall 170 cause its parking garage operator for the Garage and any valet parking operator or other 171 concessionaire for the Garage to procure and keep in force at all times, the following insurance 172 policies, providing the following coverage to Lessor, and its property managers, trustees, 173 beneficiaries, directors, officers, employees, partners, agents and its other representatives: 174 (e) Workers’ compensation insurance in accordance with the laws of the State175 of California to the extent required; 176
(f) Employer’s liability insurance for occupational accidents or diseases, for177 limits of not less than [_____] Dollars for any one occurrence; and 178 (g) Commercial general liability insurance, or, with respect to the Garage179 operator, Commercial garage keepers liability (including coverage for damage to 180 automobiles in the care, custody or control of the Garage operator, manager and any 181 concessionaires of the Garage), each on an occurrence form basis with limits of not less 182

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than [_____] per occurrence (provided Lessor shall carry a minimum annual aggregate 183 limit of [_____] and umbrella liability insurance, in excess following form, with an 184 annual aggregate limit of not less than [_____]). 185
All expenses incurred by Lessor and any third-party parking garage operators, valet 186 parking operators and other concessionaires in obtaining insurance policies required under this 187 Section 8 shall be paid by Lessor or such third parties. 188 All insurance required under Sections 8(a) through (d) shall be in such companies as shall 189 be reasonably satisfactory to Lessor, and all such policies shall provide that they may not be 190 canceled or altered without at least ten (10) days’ prior written notice to Lessor. All insurance 191 carried by Leasee and its tenants or any other Permitted Users shall be primary and non-192 contributory as respects the Premises. All insurance carried by Lessor shall be primary and non-193 contributory as respects the Garage exclusive of the Premises. Leasee shall promptly deliver 194 commercially reasonable, satisfactory certificates of such insurance to Lessor and certificates for 195 any renewal policies shall be obtained and delivered to Lessor at least ten (10) days prior to the 196 expiration of any policies furnished hereunder. In addition to the requirements set forth in this 197 Section 8, the insurance required under this Sections 8(a) through (d) must be issued by an 198 insurance company with a rating of no less than [_____] or that is otherwise acceptable to 199 Lessor, and admitted to engage in the business of insurance in the State in which the Building is 200 located. 201
Lessor ag rees to have its insurance company issuing property damage insurance and 202 workers compensation insurance waive any rights of subrogation that such company may have 203 against Leasee, and Lessor hereby waives any right that it may have against Leasee on account 204 of any loss or damage to the Garage or any other Lessor’s property to the extent such loss or 205 damage is insurable under policies of insurance for fire and all risk coverage, theft, public 206 liability or other similar insurance and as to any workers compensation claims. 207 Leasee agrees to have its insurance company issuing property damage insurance and 208 workers compensation insurance waive any rights of subrogation that such company may have 209 against Lessor, and Leasee hereby waives any right that it may have against Lessor on account of 210 any loss or damage to Leasee’s property to the extent such loss or damage is insurable under 211 policies of insurance for fire and all risk coverage, theft, public liability, or other similar 212 insurance and as to any workers compensation claims. 213

7. Waiver of Claims and Indemnity.214
(a) Waiver of Claims. To t he extent permitted by applicable law, Lessor and215 the Lessor Indemnified Parties shall not be liable for any damage to any of Leasee’s 216 personal property entrusted to Lessor, and its employees or agents, nor for loss of damage 217 to any of Leasee’s personal property (including without limitation, the personal property 218 of any Permitted User) by theft or otherwise, except to the extent arising out of the gross 219 negligence or willful misconduct of Lessor or any Lessor Indemnified Parties. The 220 foregoing shall not constitute a release or waiver by Leasee or any Leasee Indemnified 221 Parties (as defined below) as to any parking garage operator of the Garage, any valet 222 parking operator or other concessionaire of the Garage respecting the negligence or 223

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willful misconduct of any such parties. Lessor and the Lessor Indemnified Parties shall 224 not be liable for any latent or patent defects in the Premises or the Garage or for any 225 consequential damages arising out of any loss of use of the Premises. Leasee shall look 226 solely to Lessor to enforce Lessor’s obligations hereunder and shall not seek any 227 damages against any of the Lessor Indemnified Parties (provided, however, nothing 228 contained in this Section will preclude any Permitted Users from seeking separately 229 damages or any other remedy as against Lessor or any parking garage operator of the 230 Garage, any valet parking operator or other concessionaire of the Garage respecting the 231 negligence or willful misconduct of any such parties). As used herein, “Lessor 232 Indemnified Parties” shall mean Lessor’s managing agent and Lessor’s and its 233 managing agent’s respective parent companies and/or corporations, their respective 234 controlled, associated, affiliated and subsidiary companies and/or corporations and their 235 respective representatives, members, partners, shareholders, officers, directors, 236 employees, agents, representatives, trustees, consultants, successors, assigns or lenders of 237 any type. 238
(b) To the extent permitted by applicable law, neither Leasee nor any Leasee 239 Indemnified Parties shall be liable for any damage to the Garage or any of Lessor’s 240 personal property (including without limitation, by actions of any individual Permitted 241 Users or by theft or otherwise) except to the extent arising out of the gross negligence or 242 willful misconduct of Leasee or any Leasee Indemnified Parties. The foregoing shall not 243 constitute a release or waiver by Lessor or any Lessor Indemnified Parties (as defined 244 below) as to any Permitted Users respecting the negligence or willful misconduct of any 245 such Permitted Users. Lessor shall look solely to Leasee to enforce Leasee’s obligations 246 hereunder and shall not seek any damages against any of the Leasee Indemnified Parties 247 (provided, however, nothing contained in this Section will preclude Lessor from seeking 248 separately damages or any other remedy as against any Permitted Users arising out of the 249 use of the Garage by any such Permitted Users including, without limitations as respects 250 any negligence or willful misconduct of any such Permitted Users). As used herein, 251 “Leasee Indemnified Parties” shall mean Leasee’s property manager, managing agent 252 and Leasee’s and its property manager and managing agent’s respective parent 253 companies and/or corporations, their respective controlled, associated, affiliated and 254 subsidiary companies and/or corporations and their respective representatives, members, 255 partners, shareholders, officers, directors, employees, agents, representatives, trustees, 256 consultants, successors, assigns or lenders of any type, and any tenants of Leasee who 257 Lease use of parking spaces in the Garage to any employees of such tenants. 258 (c) Ind emnificatio n. 259
(i) L essor to the fullest extent permitted by law, agrees to indemnify, 260 protect, defend and hold Leasee and the Leasee Indemnified Parties harmless from and 261 against any and all claims, damages, costs, losses and liabilities: (1) arising from or out 262 of the gross negligence or willful misconduct of Lessor or its agents, contractors or 263 employees, or (2) arising from or out of any breach, infringement, violation or non-264 performance of any term, covenant or condition of this Agreement on the part of Lessor 265 to be performed and observed hereunder. Leasee to the fullest extent permitted by law, 266 agrees to indemnify, protect, defend and hold Lessor and the Lessor Indemnified Parties 267

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harmless from and against any and all claims, damages, costs, losses and liabilities: (1) 268 arising from or out of any occurrence in, upon, around or at the Premises or the 269 occupancy or use of the Premises or any part thereof by, through or under Leasee or its 270 authorized agents, employees, contractors and/or direct tenant entity sublessees (but not 271 as to any individual Permitted Users which do not qualify as Leasee’s authorized agents, 272 employees, contractors and/or direct tenant entity sublessees), (2) arising from or out of 273 all acts, failures, errors, omissions, willful misconduct or negligence of Leasee, its 274 authorized agents, employees, contractors and/or, direct tenant entity sublessees (but not 275 as to any individual Permitted Users which do not qualify as Leasee’s authorized agents, 276 employees, contractors and/or direct tenant entity sublessees) which occur in or about the 277 Premises or anywhere else within or about the Garage, or (3) arising from or out of any 278 breach, infringement, violation or non-performance of any term, covenant or condition of 279 this Agreement on the part of Leasee to be performed and observed hereunder. 280 (ii) In the event Leasee or any of Leasee’s Indemnified Parties are281 involved in any litigation covered by Lessor’s indemnity as herein provided, Lessor shall 282 defend Leasee and/or Leasee’s Indemnified Parties, as applicable, and shall pay all 283 judgments, claims, damages, liabilities and expenses (including without limitation, 284 attorneys’ fees and disbursements) in connection with the litigation, unless it is 285 determined that Leasee has breached its obligations hereunder or is otherwise liable under 286 Leasee’s indemnity of Lessor herein. Lessor shall advise Leasee promptly, in writing of 287 the service upon Leasee or Leasee’s Indemnified Parties of any summons, notices, letters 288 or other communications alleging any claim or liability against Leasee’s Indemnified 289 Parties or with respect to the property or its surrounding area. In the event Lessor or any 290 of Lessor’s Indemnified Parties are involved in any litigation covered by Leasee’s 291 indemnity as herein provided, Leasee shall defend Lessor and/or Lessor’s Indemnified 292 Parties, as applicable, and shall pay all judgments, claims, damages, liabilities and 293 expenses (including without limitation, attorneys’ fees and disbursements) in connection 294 with the litigation, unless it is determined that Lessor has breached its obligations 295 hereunder, or is otherwise liable under Lessor’s indemnity of Leasee herein. Leasee shall 296 advise Lessor promptly, in writing of the service upon Lessor or Lessor’s Indemnified 297 Parties of any summons, notices, letters or other communications alleging any claim or 298 liability against Lessor’s Indemnified Parties or with respect to the property or its 299 surrounding area. 300
(iii) The provisions of this Section 9 shall s urvive the expiration or301 sooner termination of this Agreement. Leasee shall give prompt notice to Lessor of any 302 occurrence within the Premises or the Garage for which Leasee may be liable to Lessor. 303 Lessor shall give prompt notice to Leasee of any occurrence within the Premises or the 304 Garage for which Lessor may be liable to Leasee. Any indemnity contained in this 305 Agreement for the benefit of Lessor shall be deemed to inure to the benefit of Lessor’s 306 Indemnified Parties as well. Any indemnity contained in this Agreement for the benefit 307 of Leasee shall be deemed to inure to the benefit of Leasee’s Indemnified Parties as 308 well. 309
(d) Survival of Indemnitie s. The provisions of Sections 9 (a) and (b)310 together with any other indemnification provisions of this Agreement shall survive the 311

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expiration or termination of this Agreement with respect to any claims, expenses or 312 liability occurring prior to such expiration or termination. Lessor’s and Leasee’s 313 covenants, agreements and indemnification obligations in Sections 9(a) and (b) above are 314 not intended to and shall not relieve any insurance carrier of its obligations under policies 315 required to be carried by Lessor or Leasee pursuant to the provisions of this Agreement 316

8. Attorneys’ Fees. If e ither Lessor or Leasee shall commence any action or other 317 proceeding against the other arising out of, or relating to, this Agreement or the Premises, the 318 prevailing party shall be entitled to recover from the losing party, in addition to any other relief, 319 its actual attorneys’ fees and costs irrespective of whether or not the action or other proceeding is 320 prosecuted to judgment and irrespective of any court schedule of reasonable attorneys’ fees. 321

9. Surrender of Premises; Holding Over. Upon the expiration or earlier 322 termination of this Agreement, Lessor shall have the right to turn off all card keys issued to 323 Leasee and all Permitted Users under this Agreement which allow access to the Garage and to 324 the Premises parking stalls and Leasee shall remove all of its property from the Premises 325 (including all access gates and parking identification signs). 326

10. Assi gnment and Sublicensing . Leasee shall have the right to assign or subLease 327 the Lease rights granted herein to any and all successors in interest to Leasee as [_____] of any 328 of the Benefitted Parcels to which Leasee expressly assigns in writing such rights and to any and 329 all tenants and occupants of the Benefitted Parcels noted in Section 1 of this Agreement which 330 Leasee identifies to Lessor as Permitted Users and to whom Leasee issues access cards for access 331 to the Garage and the Premises parking stalls as provided in this Agreement. Leasee shall also 332 have the right to pledge its interest in this Agreement as security for any mortgage encumbering 333 any Benefitted Parcels or any portion thereof, pursuant to a form prepared by Leasee’s lender 334 and to be subject to the reasonable approval of Lessor and Leasee, such Collateral Assignment to 335 include a consent by Lessor to such pledge of Leasee’s rights under this Agreement to Leasee’s 336 lender. Except as provided in the foregoing sentences, Leasee shall not assign or otherwise 337 transfer this Agreement or any interest hereunder (all of the foregoing are hereinafter sometimes 338 referred to collectively as “Transfers” and any person to whom any Transfer is made or sought 339 to be made is hereinafter sometimes referred to as a “Transferee”). Upon any Transfer of this 340 Lease to a designated successor owner of any of the Benefitted Parcels and assumption of such 341 Transfer by the Transferee owner, such Transfer shall relieve Leasee of further obligation and 342 liability under this Agreement. 343

11. Rules and Regulations. Lessor shall provide a copy of the rules and regulations 344 set forth in Exhibit B hereto, as the same may from time to time be amended, to each Permitted 345 User receiving access to the Garage from time to time under this Agreement. 346

12. Estoppel Certificate. At any time, within ten (10) business days following any 347 written request which either party may make from time to time, Leasee or Lessor, as applicable, 348 shall execute and deliver to the other (or to the Holders or any prospective holders of a Mortgage 349 and/or purchasers or prospective purchasers or transferees) without charge, a written statement, 350 duly acknowledged (an “Estoppel Certificate”): (a) ratifying this Agreement, (b) confirming 351 the Commencement Date and Expiration Date, (c) certifying that this Agreement is in full force 352 and effect and has not been assigned, modified, supplemented or amended, except by such 353

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writings as shall be stated, (d) certifying that Lessor and Leasee have each fulfilled their 354 respective obligations under this Agreement as of the date of such Estoppel Certificate, except 355 such as shall be stated, (e) certifying that there are no defenses or offsets against enforcement of 356 this Agreement by either party, except such as shall be stated; (f) reciting the amount of Basic 357 Fee and additional rent then payable monthly and (g) certifying as to such other matters 358 concerning this Agreement as may be reasonably required by either party or the holder of a 359 Mortgage. 360

13. D efault by Leasee . 361
(a) Events of Default. The occurrence of any of the following shall 362 constitute a material default and breach of this Agreement on the part of Leasee (an 363 “Event of Default”): (i) any failure by Leasee to pay any installment of Basic Fee or any 364 other charge of item of rent required to be paid under this Agreement, or any part thereof, 365 within fifteen (15) business days of notice that same is due, which notice shall be in lieu 366 of and not in addition to any notice required under Section 1161 of the California Code of 367 Civil Procedure or any similar or successor law, or (ii) the failure of Leasee to perform or 368 breach of any obligations, agreement or covenant under this Agreement (other than as 369 specified above), where such failure or breach continues for 30 days after Leasee’s 370 receipt of written notice of such failure; provided, however, that if the nature of the 371 default is such that it cannot be cured within 30 days, Leasee shall not be in default of 372 this Agreement if Leasee promptly after notice from Lessor commences to cure the 373 default within the 30 day period and thereafter diligently prosecutes the same to 374 completion. The 30 day notice described herein shall be in lieu of, and not in addition to, 375 any notice required under Section 1161 of the California Code of Civil Procedure or any 376 other law now or hereafter in effect requiring that notice of default be given prior to the 377 commencement of an unlawful detainer or other legal proceeding. Any failure to pay 378 Basic Fee and any other monetary obligation to be paid by Leasee under this Agreement 379 which is specifically designated as “rent” in this Agreement shall be construed as a 380 failure to perform the obligation for payment of rent. 381 (b) Remedies. U pon an Event of Default, in addition to any other remedies 382 available to Lessor at law or in equity, Lessor shall have the immediate right to deny 383 Leasee access to and/or use of the Premises and to terminate this Agreement and all 384 rights of Leasee hereunder by giving Leasee written notice of such election to terminate. 385

14. Damage By Fire o r Other Casualty. 386
(a) Agreement G overns. The provisions of this Agreement, including this 387 Section 17, constitute an express agreement between Lessor and Leasee with respect to 388 any and all damage to, or destruction of, all or any part of the Premises or any other 389 portion of the Garage by fire or other casualty (“Damage”) and no statute or regulation 390 which is inconsistent with this Section 17, now or hereafter in effect, including without 391 limitation, Sections 1932(2) and 1933(4) of the California Civil Code, shall have any 392 application to this Agreement with respect to any damage or destruction to all or any part 393 of the Premises or any other portion of the Garage. 394

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(b) Damage to the Premises and/or the Garage. If the Premises and/or the 395 Garage or any portion thereof required for Leasee and the Permitted Users to access and 396 use the Premises and the [_____] parking stalls comprising the Premises suffer Damage, 397 then Lessor shall have the option, to be exercised by written notice to Leasee within thirty 398 (30) days after the date Lessor is informed of the Damage, either (i) if more than one-half399 (1/2) of the Garage is subject to Damage, to terminate this Agreement as of the date not400 less than thirty (30) days nor more than sixty (60) days after Lessor’s notice to Leasee401 (although rent shall be abated until such termination in the manner and to the extent402 provided in Section 17(c)), or (ii) to repair the base building portion of the Garage due to403 such Damage with reasonable diligence and subject to reasonable delays for insurance404 adjustment and other matters beyond Lessor’s reasonable control, in which event this405 Agreement shall continue in full force and effect, and the Basic Fee shall be abated in the406 manner and to the extent provided in Section 17(c).407
(c) Abatement of Basic Fee. If t he Premises and/or the Garage or any408 portion thereof is rendered untenantable or inaccessible and is not used by Leasee and the 409 Permitted Users as a result of Damage, the Basic Fee pro rated as to the number of 410 parking stalls comprising the Premises as are rendered untenantable or inaccessible shall 411 be abated for such time as the Premises and/or the Garage or any portion thereof remain 412 untenantable and are not used by Leasee and the Permitted Users, in the proportion that 413 the number of parking stalls allocated to Leasee that are rendered untenantable or 414 inaccessible and are not used by Leasee and the Permitted Users bears to the [_____] 415 parking stalls in the Premises; provided, however, there shall be no abatement of Basic 416 Fee if Lessor provides to Leasee replacement parking stalls in the Garage for all or any 417 parking stalls which are rendered untenantable or inaccessible by reason of such Damage. 418 (d) Destruction of Leasee’s Personal Property. In the event of any Damage419 to or destruction of the Premises or the Garage, under no circumstances shall Lessor be 420 required to repair any injury, or damage to, or make any repairs to or replacements of any 421 of Leasee’s equipment, vehicles and other property or effects of Leasee placed in the 422 Premises by or on behalf of Leasee. Lessor shall have no responsibility for any contents 423 placed or kept in or on the Premises and/or the Garage by Leasee or Leasee’s employees, 424 agents, contractors or any Permitted Users, except to the extent of the gross negligence or 425 willful misconduct of Lessor or its agents, employees, Leasees or contractors. 426 Lessor shall not be liable for any loss of business, inconvenience or annoyance to 427 L
easee arising from any Damage or any repair or restoration of any portion of the 428 Premises and/or the Garage as a result of any Damage. 429 (e) Property Dam age. Any Garage employee to whom any property shall be430 entrusted by or on behalf of Leasee shall be deemed to be acting as Leasee’s agent with 431 respect to such property and neither Lessor nor its agents shall be liable for any damage 432 to property of Leasee or others entrusted to employees of the Garage, nor for the loss of 433 or damage to any property of Leasee by theft or otherwise. Neither Lessor nor its agents 434 shall be liable for any injury or damage to persons or property or interruption of Leasee’s 435 business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain 436 or snow, leaks or other perils from any part of the Garage or from the pipes, appliances or 437

EXHIBIT A
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plumbing works or from the roof, street or subsurface or from any other place or by 438 dampness or by any other cause of whatsoever nature, except to the extent of the gross 439 negligence or willful misconduct of Lessor or any of its agents, employees, Leasees or 440 contractors; nor shall Lessor or its agents be liable for any such damage caused by other 441 persons in the Garage or caused by construction of any private, public or quasi public 442 work; nor shall Lessor be liable for any latent defect in the Premises or in the Garage. 443

15. E minent Domain . 444
(a) Total or Partial Taking . If all or any portion of the Premises and/or the 445 Garage is taken or appropriated under the power of eminent domain or conveyed in lieu 446 thereof, such that any of Leasee’s [_____] parking stalls are rendered untenantable or 447 inaccessible, and provided Lessor is unable to relocate any such parking stalls to other 448 locations of the Garage which are tenantable and accessible, then Lessor shall have the 449 right to terminate this Agreement at its option as to all such parking stalls rendered 450 untenantable or inaccessible, exercisable within sixty (60) days of such taking or 451 conveyance, in which event the Basic Fee payable hereunder shall be reduced pro rata 452 based the number of parking stalls which are rendered untenantable or inaccessible as 453 compared to Leasee’s total of [_____] parking stalls. This Agreement shall remain in 454 effect in the event that and to the extent that the effectiveness of this Agreement is 455 necessary under applicable laws to allow Lessor to obtain or receive any award of 456 compensation in connection with the exercise of such power of eminent domain. In such 457 events, Lessor shall receive (and Leasee shall assign to Lessor upon demand from Lessor) 458 any income, rent, award or any interest therein which may be paid in connection with the 459 exercise of such power of eminent domain and Leasee shall have no claim against Lessor 460 for any part of the sums paid by virtue of such proceedings or for the value of the 461 unexpired portion of the Term, it being the intent of the parties hereto that Leasee shall 462 have no right to recover or make any claim upon any such sums. Leasee hereby waives 463 any and all rights it might otherwise have pursuant to 1265.130 of the California Code of 464 Civil Procedures. 465
(b) Temporary Taking. Notw ithstanding anything to the contrary contained 466 in this Section 18, if the temporary use of any part of the Premises shall be taken or 467 appropriated under the power of eminent domain during the Term, this Agreement shall 468 be and remain unaffected by such taking or appropriation provided the Basic Fee shall 469 abate for any and all parking stalls within the Premises which are taken or appropriated. 470

16. Impossibility of Performance. Neither Lessor nor Leasee shall be bound to the 471 terms and conditions of this contract if failure to perform pursuant to this Agreement is due to 472 fire, flood, strike, storms, disasters, or the acts of God, or any other cause beyond the control of 473 the parties. 474

17. Non- Waiver. Lessor’s decision not to enforce any provision of this Agreement, 475 including any exhibit, shall not mean that Lessor has waived its rights to do so at any time. 476

18. Notices. E xcept as otherwise in this Agreement provided, notice or 477 communication which Lessor may desire or be required to give to Leasee shall be deemed 478

EXHIBIT A
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sufficiently given or rendered if, in writing, delivered to Leasee personally or sent by registered 479 or certified mail addressed to Leasee at the address set forth in Item 5 of the Basic Lease 480 Provisions and shall be deemed to be at the time when the same is delivered to Leasee or mailed. 481 Any notice by Leasee to Lessor must be served by registered or certified mail addressed to 482 Lessor at the address set forth in Item 3 of the Basic Lease Provisions. 483

19. Binding Agreement. E ach party hereto represents and warrants to the other that 484 this Agreement is duly executed by such party and is a valid, binding obligation of each such 485 party. 486

20. No Amendments. T his Agreement, including all attachments and exhibits hereto 487 sets forth the entire understanding between the parties and may not be altered or amended except 488 by another writing executed by both parties. 489

21. Alterations. F ollowing the Commencement Date, Leasee will not make or cause 490 to be made any alterations, installations, improvements, additions or other physical changes in or 491 about the Premises without obtaining the prior written consent of Lessor thereto, which Lessor 492 shall have the right to withhold in its sole and absolute discretion. 493

22. Maintenance. Lessor, at its sole cost and expense, will maintain and repair the 494 Garage and all portions thereof, consistent with the manner in which it stands as of the date 495 hereof; provided, however, if such maintenance and repairs are caused in whole or in part by the 496 act, neglect, fault or omission by Leasee, its agents, contractors, employees, or Permitted Users, 497 Leasee shall pay to Lessor, as additional rent, the reasonable cost of such maintenance and 498 repairs. Subject to Section 7 of this Agreement, Lessor shall not be liable to Leasee for any 499 failure to make any such repairs, or to perform any maintenance hereunder, and there shall be no 500 abatement of rent and no liability of Lessor by reason of any injury to or interference with 501 Leasee’s business arising from the making of or a failure to make any repairs, alterations or 502 improvements in or to any portion of the Premises or the Project or in or to fixtures, 503 appurtenances and equipment therein. Leasee hereby waives and releases its right to make 504 repairs at Lessor’s expense under Sections 1941 and 1942 of the California Civil Code; or under 505 any similar law, statute, or ordinance now or hereafter in effect. Leasee shall advise Lessor of 506 the need for any repairs or replacements to the Premises and/or the Garage which are Lessor’s 507 responsibility under this Agreement. 508
Leasee shall at its cost, r epair all damages to the Premises caused by any installations 509 made by Leasee or the moving or removing of Leasee’s property in or to the Premises. 510

23. R equirements of Law . Except with respect to customary quantities of hazardous 511 materials commonly found in automobiles, including, without limitation, gasoline and petroleum 512 and petroleum by-products (“Automotive Haz Mats”), Leasee shall not transport, use, store, 513 maintain, generate, manufacture, handle, dispose, release or discharge any hazardous material (as 514 defined by any applicable law) upon or about the Premises and/or the Garage, nor permit 515 Leasee’s employees, invitees or Leasees or other occupants of the Premises to engage in such 516 activities upon or about the Premises and/or the Garage. If any hazardous material other than 517 Automotive Haz Mats is released, discharged or disposed of by Leasee, Leasee’s employees, 518 invitees or Leasees or any other occupant of the Premises, on or about the Premises and/or the 519

EXHIBIT A
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083486\14899084v1 15

Garage, Leasee shall immediately, properly and in compliance with applicable laws clean up and 520 remove, or cause the Permitted User responsible for such hazardous material to remove, the 521 hazardous material from the Premises and/or the Garage and any other affected property and 522 clean or replace any affected personal property (whether or not owned by Lessor), at Leasee’s 523 expense. Such clean up and removal work shall be subject to Lessor’s prior written approval 524 (except in emergencies), not to be unreasonably withheld, and shall include, without limitation, 525 any testing, investigation, and the preparation and implementation of any remedial action plan 526 required by any governmental body having jurisdiction or reasonably required by Lessor. If 527 Leasee shall fail to comply with the provisions of this Section 26 within five (5) days after 528 written notice by Lessor, or such shorter time as may be required by applicable law or in order to 529 minimize any hazard to persons or property, Lessor may (but shall not be obligated to) arrange 530 for such compliance directly or as Leasee’s agent through contractors or other parties selected by 531 Lessor, at Leasee’s expense (without limiting Lessor’s other remedies under this Agreement or 532 applicable law). 533

24. Limitation of Liability. 534
(a) Lesso r’s obligations under this Agreement will not be binding upon Lessor 535 after the sale, conveyance, assignment or transfer by Lessor of its interest in the Premises, and in 536 the event of any such sale, conveyance, assignment or transfer, Lessor will be and hereby is 537 entirely freed and relieved of all covenants and obligations of Lessor hereunder to the extent that 538 such transferee assumes Lessor’s obligations under this Agreement, subject to the terms hereof. 539 None of Lessor’s Indemnified Parties shall be liable for the performance of Lessor’s obligations 540 under this Agreement. Leasee will look solely to Lessor to enforce Lessor’s obligations 541 hereunder and shall not seek any damages against any of Lessor’s Indemnified Parties. Lessor’s 542 liability for its obligations under this Agreement will be limited to Lessor’s interest in the Garage 543 and Leasee will not look to any other property or assets of Lessor or the property or assets of any 544 of the Lessor’s Indemnified Parties in seeking either to enforce Lessor’s obligations under this 545 Agreement or to satisfy a judgment for Lessor’s failure to perform such obligations. In no event 546 shall Lessor (or any Lessor Indemnified Parties) ever be liable for incidental or consequential 547 damages. 548
(b) L easee’s obligations under this Agreement will not be binding upon 549 Leasee after the Transfer by Leasee of its interest in this Agreement pursuant to the terms and 550 conditions of Section 12, and in the event of any such Transfer, Leasee will be and hereby is 551 entirely freed and relieved of all covenants and obligations of Leasee hereunder to the extent that 552 the Transferee assumes Leasee’s obligations under this Agreement, subject to the terms hereof. 553 None of Leasee’s Indemnified parties shall be liable for the performance of Leasee’s obligations 554 under this Agreement. Lessor will look solely to Leasee to enforce Leasee’s obligations 555 hereunder and shall not seek any damages against any of Leasee’s Indemnified Parties or any 556 Permitted Users for performance of this Agreement by Leasee (provided, however, nothing 557 contained in this Section 28(b) will preclude Lessor from seeking separately damages or any 558 other remedy as against any Permitted Users arising out of the use of the Garage by any such 559 Permitted Users). Leasee’s liability for its obligations under this Agreement will be limited to 560 Leasee’s interest in the Benefitted Parcels and Lessor will not look to any other property or 561 assets of Leasee or the property or assets of any of the Leasee’s Indemnified Parties in seeking 562 either to enforce Leasee’s obligations under this Agreement or to satisfy a judgment for Leasee’s 563

EXHIBIT A
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failure to perform such obligations. In no event shall Leasee (or any Leasee Indemnified Parties) 564 ever be liable for incidental or consequential damages). 565

25. E ntry . Lessor reserves the right at all reasonable times to enter the Premises to 566 (a) inspect them; (b) show the Premises to prospective purchasers, mortgagees or Leasees, or to 567 the ground or underlying lessors; (c) post notices of nonresponsibility; or (d) alter, improve or 568 repair the Premises or the Garage if necessary to comply with current building codes or other 569 applicable laws, or for structural alterations, repairs or improvements to the Garage. In addition 570 to the foregoing, Lessor may enter the Premises at any time to (i) perform services required of 571 Lessor; (ii) take possession due to any breach of this Agreement in the manner provided herein; 572 and (iii) perform any covenants of Leasee which Leasee fails to perform. Any such entries shall 573 be without the abatement of the Basic Fee and shall include the right to take such reasonable 574 steps as required to accomplish the stated purposes. Leasee hereby waives any claims for 575 damages or for any injuries or inconvenience to or interference with Leasee’s business, lost 576 profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned 577 thereby, except to the extent attributable to the gross negligence or willful misconduct of Lessor 578 or any employee, agent or contractor of Lessor. Any entry into the Premises in the manner 579 herein before described shall not be deemed to be a forcible or unlawful entry into, or a detainer 580 of, the Premises, or an actual or constructive eviction of Leasee from any portion of the 581 Premises. 582

26. Partia l Invalidity. If any term, provision or condition contained in this 583 Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or 584 the application of such term, provision or condition to persons or circumstances other than those 585 with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and 586 every other term, provision and condition of this Agreement shall be valid and enforceable to the 587 fullest extent possible permitted by law. 588

27. No Warra nty. In executing and delivering this Agreement, Leasee has not relied 589 on any representation or any warranty or any statement of Lessor which is not set forth herein or 590 in one or more of the exhibits attached hereto. 591

28. Governing Law. T his Agreement shall be construed and enforced in accordance 592 with the laws of the State of California. 593

29. Signage. E xcept to the extent expressly provided in this Section 36, Leasee shall 594 not place or install (or permit to be placed or installed) any signs, advertisements, logos, 595 identifying materials, pictures or names of any type on the Premises or the Garage. Subject to 596 the compliance with applicable laws and such Garage signage criteria as Lessor shall apply from 597 time to time and subject to receipt of Lessor’s prior written consent, which shall not be 598 unreasonably withheld, conditioned or delayed, Leasee may at its sole cost and expense install 599 appropriate directional and identification signage for the Premises (including reserved parking 600 signage and markings) and for any or all parking stalls comprising the Premises. The exact 601 location, size, style, color, materials and lighting of Leasee’s signage shall be consistent and 602 compatible with the Garage’s signage criteria and the cost of installation, maintenance, 603 insurance, removal and utilities for all such Leasee identification signs shall be at Leasee’s sole 604 cost and expense. 605

EXHIBIT A
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30. No Liens. Leasee has no authority or power to cause or permit any lien or 606 encumbrance of any kind whatsoever, whether created by act of Leasee, operation of law or 607 otherwise, to attach to or be placed upon the Garage or Premises, and any and all liens and 608 encumbrances created by Leasee shall attach to Leasee’s interest only. Lessor shall have the 609 right at all times to post and keep posted on the Premises any notice which it deems necessary for 610 protection from such liens. Leasee covenants and agrees not to suffer or permit any lien of 611 mechanics or materialmen or others to be placed against the Garage or the Premises with respect 612 to work or services claimed to have been performed for or materials claimed to have been 613 furnished to Leasee or the Premises, and, in case of any such lien attaching or notice of any lien, 614 Leasee covenants and agrees to cause it to be immediately released and removed of record. 615 Notwithstanding anything to the contrary set forth in this Agreement, in the event that such lien 616 is not released and removed on or before the date which is five (5) business days following 617 notice of such lien is delivered by Lessor to Leasee, Lessor, at its sole option, may immediately 618 take all action necessary to release and remove such lien, without any duty to investigate the 619 validity thereof, and all reasonable, actual and documented sums, costs and expenses, including 620 reasonable attorneys’ fees and costs, incurred by Lessor in connection with such lien shall be 621 deemed immediately due and payable by Leasee. 622

31. Recordation. Each party shall have the right to require that the other execute and 623 deliver for recordation a memorandum of Lease to provide notice that the Garage and the 624 Benefitted Parcels are subject to the terms and conditions of this Agreement (“Memo of Lease”), 625 which shall be recorded against the title of both the Garage and the Benefitted Parcels. Upon the 626 expiration or earlier termination of this Agreement, the party who shall have recorded the Memo 627 of Lease (“Recording Party”) shall, at its sole cost and expense, remove the Memo of Lease 628 from title of the Garage and the Benefitted Parcels, failing which the Recording Party hereby 629 authorizes the other party to so remove the Memo of Lease from title of the Garage and the 630 Benefitted Parcels. 631

32. Entire Agreement. It is understood and acknowledged that there are no oral 632 agreements between the parties hereto affecting this Agreement and this Agreement supersedes 633 and cancels any and all previous negotiations, arrangements, brochures, agreements and 634 understandings, if any, between the parties hereto or displayed by Lessor to Leasee with respect 635 to the subject matter thereof, and none thereof shall be used to interpret or construe this 636 Agreement. This Agreement and any side letter or separate agreement executed by Lessor and 637 Leasee in connection with this Agreement and dated of even date herewith contain all of the 638 terms, covenants, conditions, warranties and agreements of the parties relating in any manner to 639 the rental, use and occupancy of the Premises, shall be considered to be the only agreement 640 between the parties hereto and their representatives and agents, and none of the terms, covenants, 641 conditions or provisions of this Agreement can be modified, deleted or added to except in writing 642 signed by the parties hereto. All negotiations and oral agreements acceptable to both parties 643 have been merged into and are included herein. There are no other representations or warranties 644 between the parties, and all reliance with respect to representations is based totally upon the 645 representations and agreements contained in this Agreement. 646 [*SIGNATURES ON NEXT PAGE*] 647
648

EXHIBIT A
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and 649 year first above written. 650
Leasee:
[_____]
By: ______________________
Name: _____________________
Title: ______________________
Lessor:
[_____]
By:

Name:

Title:

EXHIBIT A
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EXHIBIT A 651
652
PREMISES 653
654

EXHIBIT A
735
083486\14899084v1 1
EXHIBIT B 655
656
RULES AND REGULATIONS657

EXHIBIT A
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083486\14899084v1 2
658
E
XHIBIT C 659
[BENEFITTED PARCELS LEGAL DESCRIP TION] 660
661

EXHIBIT A
737

CITY COUNCIL STAFF REPORT
ITEM NO. 6.4

DATE:

May 23, 2022
TO:

Honorable Mayor and City Council
FROM:

Christine Martin, Assistant City Manager
SUBJECT:

Declaration of Local Emergency
and reauthorizing remote teleconference meetings for
City of Livermore'
s legislative bodies
in accordance with Assembly Bill 361

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution ratifying the City Manager's Proclamation finding the existence of a Local Emergency and
reauthorizing remote teleconference meetings for City of Livermore'
s legislative bodies
in accordance with Assembly Bill 361.

SUMMARY
On May 20, 2022, the City Manager/Director of Emergency Services declared a Local Emergency. The declaration must be confirmed by the City Council within seven days.

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

DISCUSSION
An outbreak of coronavirus disease 2019 (COVID-19) caused by the 2019 novel coronavirus (SARS- CoV-2) began in Wuhan, Hubei Province, China in December 2019, and has spread throughout China and to numerous other countries and territories, including the United States.

COVID-19 is an infectious disease that causes respiratory illness. Experts indicated while a high percentage of individuals affected by COVID-19 experience mild flu-like symptoms, some have more serious symptoms and require hospitalization, particularly individuals who are elderly or already have underlying chronic health conditions.
738

It is imperative to prepare for and respond to suspected or confirmed COVID-19 cases, to implement measures to mitigate the spread of COVID-19, and to prepare to respond to an increasing number of individuals requiring medical care and hospitalization.

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

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

1 .

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

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

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

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

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

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

On June 8, July 27, September 14, November 9, December 14, 2020, February 8, March 22, May 10, June 28, July 26, September 13, October 25, November 22, December 13, 2021, January 10, February 14, and February 28, 2022, the City Council adopted resolutions of continued local emergency (Resolution Nos. 2020-78, 2020-133, 2020-166, 2020-207, 2020-235, 2021-018, 2021-037, 2021-063, 2021-112, 2021-140, 2021-155, 2021-179, 2021-195, 2021-217, 2022-006, 2022-016, and 2022-022, respectively).

On April 11, 2022, the City Council adopted a resolution terminating the proclamation of local emergency and the temporary suspension and revision of the City Council Meeting Rules of Procedure, and all unexpired emergency orders declared in response to the spread of COVID-19.

On May 13, 2022, the Alameda County Department of Health, along with twelve Bay Area health officers urged the public to take precautions as COVID levels rise, including but not limited to continued masking indoors as the region experiences a new swell of COVID cases and hospitalizations.

In the month of May 2022, there has been an increase in the number of Livermore residents as well as City of Livermore staff who tested positive for COVID. On May 20, 2022, several members of the City of Livermore executive team tested positive for COVID, and most other executive staff members learned that they were exposed to individuals who tested positive for COVID. 739
Based on the above, on May 20, 2022, the City Manager/Director of Emergency Services declared a Local Emergency. Staff recommends the City Council ratify the proclamation and reauthorize teleconference meetings of the City's legislative bodies in accordance with AB 361.

FISCAL AND ADMINISTRATIVE IMPACTS

The ratification of the City Manager/Director of Emergency Services' declaration of Local Emergency allows the City to access federal, state and County resources, including potential financial reimbursements.

ATTACHMENTS

1. Resolution

2. Exhibit A to the Resolution

Prepared by: Christine Martin
Assistant City Manager

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
740
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION RATIFYING THE PROCLAMATION OF THE DIRECTOR OF

EMERGENCY SERVICES CONCERNING THE EXISTENCE OF A LOCAL EMERGENCY

Section 8630 of the Government Code and Section 2.56.060 of the City of Livermore Municipal Code authorizes the Director of Emergen cy Services to proclaim a local emergency under certain circumstances if the City Council is not in session and provides that the City Council shall ratify the proclamation within seven days thereafter.

An outbreak of coronavirus disease 2019 (COVID-19) caused by the 2019 novel coronavirus (SARS-CoV-2) began in Wuhan, Hubei Province, China in December 2019, and has spread throughout China and to numer ous other countries and territories, including the United States.

COVID-19 is an infectious disease that causes respiratory illness. Experts anticipate that while a hi gh percentage of individuals affected by COVID-19 will experience mild flu-like symptoms, son1e will have more se rious symptoms and require hospitalization, particularly individuals wh o are elderly or already have underlying chronic health conditions.

It is imperative to prepare for and res pond to suspected or confirmed COVID-19 cases, to implement measures to mitigate the spread of COVID-19, and to prepare to respond to an increasing number of indi viduals requiring medical care and hospitalization.

The United States Centers for Disease Control and Prevention (CDC), the United States Health and Humans Services Agency, the California Department of Public Health, and the Alameda County Department of Public Health are each working to monitor and plan for the potential spread of COVID-19 to support and guide local actions to preserve public health.

On January 23, 2020, the CDC activat ed its emergency response system to provide ongoing support for the response to COVID-19 in the United States.

On January 31, 2020, the Secretary of t he United States De partment of Health and Human Services declared a public health emergency for the entire United States to aid the nation's healthcare community in responding to COVID-19.

On February 25, 2020, the Centers for Disease Control and Prevention announced that community spread of COVID-19 is likely to occur in the United States.

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

741
RESOLUTION NO. ________
On March 4, 2020, the Governor of Calif ornia proclaimed a st ate of emergency exists in California after making determinations that:

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

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

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

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

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

On June 8, July 27, September 14, Nove mber 9, December 14, 2020, February 8, March 22, May 10, June28, July 26, S eptember 13, October 25, November 22, December 13, 2021, January 10, February 14, and February 28, 2022, the City Council adopted resolutions of continued local emergency (Resolution Nos. 2020-78, 2020-133, 2020-166, 2020-207, 2020-235, 2021-018, 2021-037, 2021-063, 2021-112, 2021-140, 2021-155, 2021-179, 2021-195, 2021-217, 2022- 006, 2022-016, and 2022-022, respectively)

On April 11, 2022, the City Council adopted a resolution terminating the proclamation of local emergency and the tem porary suspension and revision of the City Council Meeting Rules of Proc edure, and all unexpired emer gency orders declared in response to the spread of COVID-19.

On May 13, 2022, the Alamed a County Department of Heal th, along with twelve Bay Area health officers urged the public to take precautions as COVID levels rise, including but not limited to continued masking indoors as the region experiences a new swell of COVID cases and hospitalizations.

In the month of May 2022, there has been an increase in the number of Livermore residents as well as City of Live rmore staff who tested positive for COVID.

On May 20, 2022, several members of the Cit y of Livermore executive team tested positive for COVID, and most other executive staff member s learned that they were exposed to individuals who tested positive for COVID.

Livermore Municipal Code section 2.56. 050 designates the City Manager as the Director of Emergency Services for the City of Livermore.

742
RESOLUTION NO. ________
Livermore Municipal Code section 2. 56.060 authorizes the Director of Emergency Services to proclaim, the exis tence or threatened existence of a local emergency in the event the City Council is not in session.

Livermore Municipal Code section 2. 56.020 defines emergency to mean the actual or threatened existence of conditions of extreme peril to the safety of persons and property within the City, whic h conditions are or are likely to be beyond the control of services, personnel, equipment and facilitie s of the City, requiring the combined forces of other political subdivisions to combat.

The City Council does hereby find that t he aforesaid conditions of extreme peril did warrant and necessitate the proclamation of the existence of a local emergency.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that the proclamation of the exis tence of a local emergency issued by the Director of Emergency Services on May 20 , 2022, at 2:30 p.m., attached hereto as Exhibit A, is hereby ratified.

BE IT FURTHER RESOLVED by the City Council that:

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

2. Until the local emergency is terminat ed, the powers, functions, and duties of the City Manager/Directo r of Emergency Services and the emergency organization of the City of Livermore shall be those prescribed by State law and the ordinances, resolutions, and appr oved emergency services plans of the City of Livermore.

3. The City Council has reconsidered the circumstances of the state of emergency and has determined that the state of emergency continues to impact the ability of the City’s legislative bodies to meet safely in person. In- person meetings of the City’s legislative bodies would present imminent risks to the health or safety of attendees.

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

5. This Resolution shall take effect immediately upon its adoption and shall be effective until the earlier of June 23, 2022, or such time the City Council makes subsequent findings in accor dance with Government Code section 54953(e)(3) to extend the time during wh ich the legislative bodies of the City of Livermore may continue to tele conference without compliance with Government Code section 54953(b)(3).

743
RESOLUTION NO. ________
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: APP ROVED AS TO FORM:

_____________________________ _________ ______________________ Marie Weber Jason Alcala
City Clerk City Attorney

744
1 PROCLAMATION OF THE DIRECTOR OF EMERGENCY SERVICES

FOR THE CITY OF LIVERMORE

FINDING THE EXISTENCE OF A LOCAL EMERGENCY
(COVID-19)
An
outbreak of coronavirus disease 2019 (COVID -19) caused by the 2019 novel coronavirus (SARS-CoV-2) began in Wuhan, Hubei Province, China in December 2019, and has spread throughout China and to numerous other countries and territories, including the United States.

COV
ID-19 is an infectious disease that causes respiratory illness. Experts anticipate that while a high percentage of individuals affected by COVID -19 will experience mild flu -like symptoms, some will have more serious symptoms and require hospitalization, particularly individuals who are elderly or already have underlying chronic health conditions.

It
is imperative to prepare for and respond to suspected or confirmed COVID -19 cases, to implement measures to mitigate the spread of COVID -19, and to prepare to respond to an increasing number of individuals requiring medical care and hospitalization.

The U
nited States Centers for Disease Control and Prevention (CDC), the United States Health and Humans Services Agency, the California Department of Public Health, and the Alameda County Department of Public Health are each working to monitor and plan for the potential spread of COVID-19 to support and guide local actions to preserve public health.

On J
anuary 23, 2020, the CDC activated its emergency response system to provide ongoing support for the response to COVID-19 in the United States.

On J
anuary 31, 2020, the Secretary of the United States Department of Health and Human Services declared a public health emergency for the entire United States to aid the nation's healthcare community in responding to COVI0-19.

On F
ebruary 25, 2020, the Centers for Disease Control and Prevention announced that community spread of COVID-19 is likely to occur in the United States.

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

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

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

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

EXHIBIT A
745
2 On March 12, 2020, the Alameda County Department of Public Health confirmed evidence of community-acquired transmission.

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

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

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

On June 8, July 27, September 14, November 9, December 14, 2020, February 8, March 22, May 10, June28, July 26, September 13, October 25, November 22, December 13, 2021, January 10, February 14, and February 28, 2022, the City Council adopted resolutions of continued local emergency (Resolution Nos. 2020- 78, 2020-133, 2020-166, 2020-207, 2020- 235, 2021- 018, 2021- 037, 2021- 063, 2021- 112, 2021- 140, 2021- 155, 2021- 179, 2021- 195, 2021-217, 2022-006, 2022-016, and 2022-022, respectively)

On April 11, 2022, the City Council adopted a resolution terminating the proclamation of local emergency and the temporary suspension and revision of the City Council Meeting Rules of Procedure, and all unexpired emergency orders declared in response to the spread of COVID-

19. On May 13, 2022, the Alameda County Department of Health, along with twelve Bay Area health officers urged the public to take precautions as COVID levels rise, including but not limited to continued masking indoors as the region experiences a new swell of COVID cases and hospitalizations.

In the month of May 2022, there has been an increase in the number of Livermore residents as well as City of Livermore staff who tested positive for COVID. On May 20, 2022, several members of the City of Livermore executive team tested positive for COVID, and most other executive staff members as well as a member of the Livermore City Council learned that they were exposed to individuals who tested positive for COVID.

Livermore Municipal Code section 2.56.050 designates the City Manager as the Director of Emergency Services for the City of Livermore.

Livermore Municipal Code section 2.56.060 authorizes the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency in the event the City Council is not in session.

EXHIBIT A
746
3 Livermore Municipal Code section 2.56.020 defines emergency to mean the actual or threatened existence of conditions of extreme peril to the safety of persons and property within the City, which conditions are or are likely to be beyond the control of services, personnel, equipment and facilities of the City, requiring the combined forces of other political subdivisions to combat.

NOW, THEREFORE, I HEREBY FIND AND DETERMINE that:

1. The Alameda County Department of Public has confirmed community -acquired transmission of COVID-19 in the County of Alameda and a new swell of COVID cases;

2. Based on the United States Department of Health and Human Services declaration and the Centers for Disease Control and Prevention statements, increasing cases of COVID- 19 and evidence of community-acquired transmission in the region, as well as an increase in the number of COVID positive cases among City of Livermore staff and exposure of the entire City of Livermore executive team and a City Council member to COVID, there is an ongoing risk and likelihood of additional COVID-19 positive patients and community spread in the County of Alameda and the City of Livermore;

3. The conditions of Livermore Municipal Code sections 2.56.020 and 2.56.060 for me to proclaim the existence of a local emergency have been met for me to proclaim the existence or threatened existence of a local emergency in the City of Livermore; and,

4. The Livermore City Council is not in session.

NOW BASED UPON THE FINDINGS AND DETERMINATIONS ABOVE, I HEREBY PROCLAIM that a local emergency now exists throughout the City of Livermore caused by an outbreak and community spread of COVID-19 in Alameda County.

BE IT FURTHER PROCLAIMED AND ORDERED that during the existence of such local emergency, the powers, functions and duties of the emergency organization of the City of Livermore shall be those prescribed by state law and the ordinances, resolutions, and approved plans of the City of Livermore.

Dated: _________5/20/22_
___________ ___________________________
Director of Emergency Services

This declaration is subject to ratification by the City Council within seven days and is subject to reaffirmation every 30 days thereafter until such local emergency is terminated.

EXHIBIT A
747

CITY COUNCIL STAFF REPORT
ITEM NO. 10.1

DATE:

May 23, 2022
TO:

Honorable Mayor and City Council
FROM:

Tina Olson, Administrative Services Director
SUBJECT:

Supplemental materials received prior to the meeting.

RECOMMENDED ACTION

SUMMARY
These materials were posted online and made available to the public at the same time that they were distributed to the City Council.

5.1 Hearing to authorize a Disposition and Development Agreement (DDA) with Shakespeare’s Associates, Inc., including sale of City property for development of a Black Box theater, and authorizing the City Manager to execute the DDA and all related documents necessary to implement the DDA.

Material: Supplemental Memo, Revised Resolution, and Public Comment Received

6.1 Discussion and direction regarding Tri-Valley Conservancy's request for the City of Livermore to sponsor a ballot initiative to protect water quality and agriculture in the South Livermore Valley

Material: Public Comment Received and PowerPoint Presentation

6.2 Discussion and direction regarding the Draft 2023-2031 Housing Element

Material: Public Comment Received and PowerPoint Presentation

6.3 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.

Material: Public Comment Received and PowerPoint Presentation

6.4 Declaration of Local Emergency and reauthorizing remote teleconference meetings for City of Livermore's legislative bodies in accordance with Assembly Bill 361

Material: PowerPoint Presentation
748

7.0 Council Committee Reports and Matters Initiated by City Manager, City Attorney, Staff, Council Members.

Material: Council Reports

DISCUSSION

ATTACHMENTS

1. Supplemental Materials

Prepared by: Debbie Elam
Deputy City Clerk

Approved by:
____________________________________
Marc Roberts
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
749
From:

To:

Subject:

Date:

Donna Blevins
Cityclerk - Livermore
Agenda 5.1 SPARC
Sunday, May 22, 2022 12:00:01 PM
Name: Donna Blevins
Resides: (since 1997)
Employer: Sandia National Labs (retired, 2015)
Recommendation: I support the signing of the DDA with Shakespeare's Associates. I further support moving ahead with the DDLA with Eden Housing. I've been anxiously waiting for the Black Box Theater and Science Center, the new hotel, and housing for people who wish to live in Livermore. I live walking distance to almost "everything" and support our downtown.

I've been involved with Shakespeare's Associates since 1997 as a volunteer at art walks, wine auctions and the annual Shakespeare Festival where a patron once told me, "There's no reason to go to Ashland anymore.

We'll stay in Livermore for professional
Shakespeare." For 11 years, I have represented Shakespeare Associates and organized the readers theater for "Livermore Reads Together" at the library. Recently we collaborated with ABLE (Black Leadership at the Lab) for the very successful "March by John Lewis" program.

As a board member and performer with Encore Players I can add that Shakespeare's Associates has supported us in many ways -- publicity, attendance, affordable rehearsal space.

They are a good neighbor to the theater and wine community and an asset to Livermore.

Thank you, Donna Blevins
Item 5.1
Public Comment Received
750
From:

To:

Carolyn Lord
Cityclerk - Livermore
Subject: City Council Meeting, Monday, May 23, Livermore Shakes Date: Monday, May 23, 2022 12:40:45 PM
Dear City Clerk,
Please covey to the Livermore City Council that I strongly disagree with the proposal to sell land for a black box theater as such a deep discount. If they want the land, they can buy it at market value.

I have strong feelings about this because in 2007, as Livermore Performing Art Center’s 500 seat Bankhead Theater was being built, I interviewed Len Alexander in the LVPAC’s office in the Old Theatre Mall. He said that if they fail, they will shutter the building. When they did fail, I felt the City of Livermore was coerced into taking over the building yet wasn’t able to take over its management.

City monies for private projects.

The black box proposal smells the same: is the City of Livermore interested in owning another single- use building?

I’m not involved with the theater group and as an observer, I think that there is no need to build something new. A black box could fit into any of the current empty commercial spaces in downtown:

Pacific Bell building, bank on 2nd and Livermore, bank on 3rd and K, and in the soon to be available commercial spaces on 1st between K and L. There would be no permit or construction delays, just tenant improvement. After all, isn’t that where black box theatres got their start by Creating a space in a non-theatre venue, adapting a warehouse, storefront, or basement into an edgy performance venues.

Carolyn Lord
Item 5.1
Public Comment Received
751
From: Katie Marcel
To: Cityclerk - Livermore
Subject: Comment on Item 5.1, Shakespeare"s Associates, Inc. DDA Date: Monday, May 23, 2022 11:42:27 AM
Attachments: InnoTriValley.LetterofSupport.SPARC.5.23.22.pdf Attached please find Innovation Tri-Valley Leadership Group's statement of support for the Shakespeare and Performing Arts Regional Company Black Box Theater development.

Warm regards,
Katie Marcel
--
Katie Marcel (she/her)
Director of Brand Marketing
Innovation TRIVALLEY
Leadership Group
kmarcel
@innovationtrivalley.org
www.innovationtrivalley.org
TRIVALLEYCONNECT.org
CLICK HERE to sign up for our Newsletter.

Item 5.1
Public Comment Received
752
May 23, 2022
The Honorable Bob Woerner, Mayor of Livermore
The Honorable Gina Bonanno, Vice Mayor of Livermore
City Council Member Bob Carling
City Council Member Brittni Kiick
City Council Member Trish Munro
RE: SPARC DDA
Dear Mayor Woerner, Vice Mayor Bonanno and Members of the City Council:

On behalf of Innovation Tri-Valley Leadership Group, thank you for the opportunity to share our continuing support for Shakespeare and Performing Arts Regional Company’s performance facility in downtown Livermore. We encourage you to authorize the Disposition and Development Agreement with SPARC to move this exciting project forward.

Innovation Tri-Valley Leadership Group is led by business leaders and influencers committed to connecting businesses, research labs, educational institutions, and civic leaders in the Tri-Valley region. The Tri-Valley’s unparalleled quality of life is greatly enhanced by its cultural institutions.

SPARC has been a part of the Tri-Valley’s cultural tourism engine for 20 years and the organization has a proven record of both attracting tourism to the wine region and creating a sense of place and community here in the Tri-Valley. SPARC’s plan tobuild a Theater Lab, a place where art is created, not just brought in from outside, will reflect our community’s innovative and creative spirit.
5960 Inglewood Dr., Suite 201, Pleasanton, CA 94588 | Office: 925.989.0188 Item 5.1
Public Comment Received
753
The theater company’s ability to thrive, even during COVID, with educational and outdoor programming demonstrates the skills necessary to expand educational and cultural programming into their new building. We urge you to move forward today so that the region can soon benefit from having an accessible cultural amenity for all to enjoy.

Sincerely,
Lynn Wallace Naylor
CEO, Innovation Tri-Valley Leadership Group
5960 Inglewood Dr., Suite 201, Pleasanton, CA 94588 | Office: 925.989.0188 Item 5.1
Public Comment Received
754
From: BRYAN WEBER
To: Cityclerk - Livermore
Subject: in support of Staff’s Recommendation on 5.1 to grant the DDA to Shakespeare’s Associates, Inc.

Date: Monday, May 23, 2022 11:45:50 AM
Greetings,
My name is Bryan Weber. I am a long-term Livermore resident and homeowner.

I support staff’s recommendation on item 5.1 for the Council to direct the City Manager to sign the DDA with Shakespeare’s Associates.

I have seen Livermore transform over the years and decades and I continue to marvel at how Livermore, and particularly the downtown has blossomed in recent years. I believe that the Bankhead theater and the vibrant arts community has played an important role in the wonderful transformation that I've witnessed.

I have been a long time fan and supporter of Livermore Shakespeare and am proud of how they too have blossomed over the years. I am enthusiastic about the vision they have created for a Theater Lab in downtown Livermore.

Item 5.1
Public Comment Received
755
From:

To:

Donna Edwards
Cityclerk - Livermore
Subject: in support of Staff’s Recommendation on 5.1 to grant the DDA to Shakespeare’s Associates, Inc.

Date: Monday, May 23, 2022 7:38:08 AM
My name is Donna Edwards Weber. I am a long-term Livermore resident.

I support staff’s recommendation on item 5.1 for the Council to direct the City Manager to sign the DDA with Shakespeare’s Associates.

Shakespeare’s Associates has been a contributor to the Tri-Valley cultural scene for 20 years now. Their ability to create a sense of place and community here in the Tri-Valley are proven and bode well for creating a central cultural facility in downtown Livermore that will serve the mega-region.

We’re proud to have our own professional producing theater in the Tri-Valley, in SPARC Theater, formerly known as Livermore Shakespeare Festival. Livermore is already a hub for not only the Tri-Valley, but counties beyond, with its historic downtown, the wine region, and the Bankhead Theater. Building a Theater Lab, a place where art is created, not just brought in from outside, will reflect our community’s innovative and creative spirit.

Item 5.1
Public Comment Received
756
From:

To:

Subject:

Date:

Laning Thompson
Cityclerk - Livermore
Item 5.1 Comment
Monday, May 23, 2022 11:45:08 AM
Comment on Item 5.1 at May 23, 2022 City Council meeting:

I’m Laning Thompson, a Livermore homeowner, and I support staff’s recommendation for item 5.1 that the Council direct the City Manager to sign the DDA with Shakespeare’s Associates.

I’m really looking forward to being able to see SPARC’s delightful performances in a permanent setting. This new, intimate theater will attract many more families to Livermore than any additional open space could have!
Item 5.1
Public Comment Received
757
From: California Legal Services
To: Cityclerk - Livermore
Subject: Item 6.3 and 5.1
Date: Monday, May 23, 2022 6:03:53 AM
I am against the approval for Eden housing on Lucky's site for a number of reasons.

The way we read it is that once approved tonight, this cannot be changed or canceled by future city councils. The current mayor and city council should be ashamed of themselves for trying these political games to force our citizens to accept the Eden housing project at the Old Lucky's site when they know a majority of the citizens oppose it.

Besides the fact that I am fully against this project going in at the Lucky's site vs. the big public park/plaza that we are promised, I have grave concerns regarding the traffic and congestion this will cause.

I have read thru the latest traffic study done with Eden housing residents' traffic. Even with just this one project noted in the study, the traffic on Railroad between L and South Livermore was already at a near "fail" level. What the city planners conveniently didn't include was to also include the Legacy housing parking traffic, the Hotel Parking garage, and the expansion of the exiting I street garage. The number of cars on Railroad Avenue and First Street during peak hours is way underestaimed and will surely not pass any acceptable level.

In reading through this planning documents, I also see unacceptable financial information.

For Eden to "rent" a parking garage spot from us taxpayers at $300 per year when our "cost" of construction is approximately $1250 averaged per year (at 55 years as your study suggests).

Also, to even accept that there will only be 16 overflow spots in the L Street Garage vs.the more realistic parking estimate of 1.75 cars per unit, we are really looking at over 100 spots needed.

The financial numbers are so poorly misrepresented that this cannot be accepted by our citizens.

Another glaring mistake is the park construction figures. For construction only of this "public park" that Eden will construct but he City will pay for, a $5.5 million construction cost was cited in these planning documents.

The total cost of the land at almost 3 full acres being sold to Eden is $7.8 million, but they are getting $5.5 just for construction costs of some grass and trees?
Whomever feels this is acceptable should not be in charge of our city finances. This is corruption at it's most blatent level.

The city council should not do anything with the Eden Housing project at this time. There is major community outrage about this project as it will ruin our downtown forever. Converting these meetings back to zoom only while knowing this is a HUGE community outrage is shameful.

Trying to limit our voices by holding this meeting by Zoom is unacceptable and this vote needs to be held off until citizens can come in to the council chambers and face our cowerdly
council regarding this issue.

Also on the Shakespeare agenda item 5.1, I find that with Bob Carling and Trish Monroe being sponsors, there is a conflict of interest and they should not be allowed to vote on this item.

Item 5.1
Public Comment Received
758
Robin Groth-Hill
California Legal Services
Item 5.1
Public Comment Received
759
From:

To:

Dawn W
Cityclerk - Livermore
Subject: Submission of comment for meeting
Date: Monday, May 23, 2022 11:30:17 AM
Hello my name is Dawn Wantroba. I am a resident home owner in Livermore. I support staffs recommendation on item 5.1 for the Council to direct the city manager to sign the DDA with Shakespeare’s Associates. The downtown plan has been created, adapted and refined over the last 22 years. The parking is going up. It’s exciting to see this next piece of the plan move into place. The theater company collaborates with other groups and has a dozen cultural core members ready to program the new space with exciting and diverse shows and events.

Thank you for your time to read this.

Dawn Wantroba
Sent from my iPhone
Item 5.1
Public Comment Received
760
From:

To:

Hester Wagner
Cityclerk - Livermore
Subject: in support of Staff’s Recommendation on 5.1 to grant the DDA to Shakespeare’s Associates, Inc Date: Monday, May 23, 2022 11:42:50 AM
Hello,
My name is Hester Wagner. I work in Livermore for Futures Explored, which trains adults with developmental disabilities to become filmmakers. I support staff’s recommendation on item 5.1 for the Council to direct the City Manager to sign the DDA with Shakespeare’s Associates. Shakespeare’s Associates has been a great collaborative partner over the last 10 years that we have had our program in Livermore, including hiring us to make videos for them, and hiring our students as summer interns.

The downtown space will allow us to increase this partnership and create a more inclusive community for all Livermore’s residents.

Thank you for your time,
Hester
Hester Wagner
Director of Film and Media Services: Futures Explored
Cell: 916-416-5487
[email protected]
www.futures-explored.org
Item 5.1
Public Comment Received
761
From:

To:

Bryan Balazs
Cityclerk - Livermore
Subject: Support of Staff’s Recommendation on Item 5.1 to grant the DDA to Shakespeare’s Associates, Inc.

Date: Sunday, May 22, 2022 2:13:11 PM
Hello,
My name is Bryan Balazs, and I have been a resident of Livermore since 1992. I am the current Chair of the Board of Directors for Shakespeare’s Associates, doing business previously as Livermore Shakespeare Festival (Shakespeare in the Vineyards) and now SPARC (Shakespeare and Performing Arts Regional Company).

I support Livermore City Staff’s recommendation on Agenda Item 5.1 of the May 23 City Council meeting, to direct the City Manager to sign the Disposition and Development Agreement (DDA) with Shakespeare’s Associates.

I am excited to see that a number of key
aspects of the Livermore downtown development are coming to fruition, and Shakespeare’s Associates is proud to be part of a vibrant evolving downtown that will offer more venues for creativity, inclusivity, development of community, tourism, and a greater connection between Livermore and the greater Bay Area.

Thank you,
Bryan Balazs
Chair, Board of Directors, SPARC / Shakespeare’s Associates Item 5.1
Public Comment Received
762
From:

To:

Cc:

Subject:

Date:

Triska, Mark
Cityclerk - Livermore
Maria G - Ahsa ([email protected]); Lisa Tromovitch
Upcoming Agenda item 5.1 re the DDA for the SPARC Theater in downtown Livermore Sunday, May 22, 2022 11:18:03 PM
Attachments: image001.png
image002.png
image003.png
image004.png
image005.png
image006.png
image007.png
We support staff’s recommendation on item 5.1 for the Council to direct the City Manager to sign the DDA with Shakespeare’s Associates.

The ability to continue to support cultural arts in our downtown like the SPARC is critical to ensuring that downtown Livermore provides a good compliment to the Bankhead with multiple venues to support a vibrant community and downtown economy.

This small theater and venue will allow both our local community arts and outside artists catering to a smaller, more intimate crowd to thrive.

I think of Ashland, Oregon and their multiple venues as a good example of what downtown Livermore could provide.

Please vote to support SPARC in downtown Livermore.

Thank you, Mark and Maria Triska
Livermore CA
94550
Mark Triska, SIOR
Executive Vice President| Pleasanton
[email protected]
CA Lic. 01012779
Direct: +1 925 227 6210 | Mobile: +1 925 989 5885
4301 Hacienda Drive, Suite 430 | Pleasanton, CA 94588 | United States Assistant: Anne Shultz
+1 925 227 6276 | [email protected]
colliers.com | View Privacy Policy
SIOR
Item 5.1
Public Comment Received
763

INTEROFFICE MEMORANDUM
Date: May 23, 2022
To: Mayor Woerner, City Council
From: Paul Spence
Community Development Director
Subject: May 23, 2022, Item 5.1: Disposition and Development Agreement with Shakespeare’s Associates, Inc. Public Hearing
During the meeting this evening, May 23, 2022, Council will hold a public hearing on the Disposition and Development Agreement between the City of Livermore and Shakespeare’s Associates, Inc. and authorize the City Manager to execute the DDA and all related documents necessary to implement the DDA.

One of the resolutions being brought forward is declaring that a city-owned parcel is exempt from surplus land pursuant to government code section 54234(a)(1). The resolution reads, in part, “…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…”.

S
ince publication of the agenda item, an error has been noted. The resolution should have read “…3.8-acres of real property located generally between South L Street, Railroad Avenue, First Street, and the Bankhead Theater known as the Downtown Core Catalyst site …”
A
revised resolution is attached for Item 5.1, and staff recommends that Council adopt it during tonight’s meeting, May 23, 2022.

A
ttachment:

1. R
evised Resolution Declaring that a city-owned parcel is exempt surplus land pursuant to government code section 54234(a)(1).

Item 5.1
Revised Resolution
764

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) T
he City of Livermore (“City”) is the owner in fee simple of a parcel of land; Parcel A of Parcel Map 11239 (APN 098- 0289-24), hereinafter “the Property”.

O
n January 30, 2018, the City Council approved a plan for the Downtown Core, which included a b lack box theater on the Property as part of the development of Stockmen’s Park.

O
n July 24, 2018 , the City entered into an Exclusive Negotiating Rights Agreement (“ENRA”) with Shakespeare’s Associates, Inc. to establish procedures and standards to negotiate a purchase and sale agreement for the disposition and development of the Property, for the purpose of building a black box theater. The ENRA was extended, based on City Council authorization, on May 1 4, 2019; January 14 , 2020; May 19, 2020; November 30, 2020; July 13, 2021; and December 13, 2021, and has remained in effect since its original execution.

O
n August 7, 2018, the Livermore Planning Commission considered the disposition of approximately 3.8 acres of real property located generally between South 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 Property for the Black Box Theater.

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 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 the Surplus Land Act.

The City entered into an agreement, the ENRA, with Shakespeare’s Associates Inc., to dispose of the Property, on July 24, 2018, and that agreement has remained in effect, through several extensions, since the time of the initial agreement. The City is now entering into a Disposition and Development Agreement (DDA) to dispose of the Property by August 31, 2022, which is in advance of the December 31, 2022, deadline established by Government Code section 54234(a)(1).

Item 5.1
Revised Resolution
765
For the reasons stated above, the conveyance of the Property is exempt from the Surplus Land Act pursuant to Government Code section 54234(a)(1).

On May 1 1, 2022, the City notified the California Department of Housing and Community Development (“HCD”) that it determined that t he Property (Parcel A of Parcel Map 11239, APN 098 - 0289-24) was exempt from the Surplus Land Act and supported such determination with written findings.

On May 23, 2022 , the City Council of the City of Livermore adopted a resolution finding that the Disposition and Development Agreement with Shakespeare’s Associates, Inc., including the conveyance of the Property (Parcel A of Parcel Map 11239, APN 098- 0289-24), from the City to Shakespeare’s Associates , Inc., is within the scope of the 2004 Downtown Specific Plan Environmental Impact Report and the Downtown Specific Plan 2009 Subsequent Environmental Impact Report and the addendums 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 is subject to applicable mitigation measures. The Project is also exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines 15332 (infill projects).

NOW, THEREFORE, BE IT RESOLIVED that the conveyance of the Property, identified as Parcel A of Parcel Map 11239 (APN 098- 0289-24) is exempt under the Surplus Land Act pursuant to Government Code section 54234(a)(1). The City and Shakespeare’s Associates, Inc. entered into a legally binding agreement to dispose of the P roperty 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/ Kimberly Cilley

Marie Weber Kimberly Cilley
City Clerk Sr. Asst. City Attorney
Item 5.1
Revised Resolution
766
From:

To:

Subject:

Date:

Attachments:

Katie Marcel
Cityclerk - Livermore
Comment on Item 6.1, Tri-Valley Conservancy sewer extension Monday, May 23, 2022 11:38:03 AM
InnoTri-ValleyStatementofSupport.TVC5.23.22.pdf
Attached please find Innovation Tri-Valley Leadership Group's statement of support for the Tri-Valley Conservancy Sewer extension project.

Warm regards,
Katie Marcel
--
Katie Marcel (she/her)
Director of Brand Marketing
Innovation TRIVALLEY
Leadership Group
kmarcel
@innovationtrivalley.org
www.innovationtrivalley.org
TRIVALLEYCONNECT.org
CLICK HERE to sign up for our Newsletter.

Item 6.1
Public Comment Received
767
May 23, 2022
The Honorable Bob Woerner, Mayor of Livermore
The Honorable Gina Bonanno, Vice Mayor of Livermore
City Council Member Bob Carling
City Council Member Brittni Kiick
City Council Member Trish Munro

RE: Tri-Valley Conservancy South Livermore Sewer Extension

Dear Mayor Woerner, Vice Mayor Bonanno and Members of the City Council:

On behalf of Innovation Tri-Valley Leadership Group (ITV), thank you for the opportunity to share ITV’s support of Tri-Valley Conservancy’s South Livermore Sewer Extension project initiative. Innovation Tri-Valley Leadership Group is led by business leaders and influencers committed to connecting businesses, research labs, educational institutions, and civic leaders in the Tri-Valley region.

ITV acknowledges that a key driver of our region’s unparalleled quality of life and destination tourism engine is our world-renowned wine country. Our regional brand-building work shines a light on the Tri-Valley as a unique innovation hub, in large part due to the excellent quality of life the region delivers. We support the expansion of the sewer facilities to allow existing and future wineries, and visitor-serving uses to connect to the City’s wastewater system in conformance with the Livermore General Plan, South Livermore Valley Specific Plan, and/or South Livermore Valley Area Plan, subject to the provisions of Alameda County Measure D.

We urge you to support this extension as it is of critical importance to the future economic viability of agriculture and viticulture in the South Livermore Valley area.

Sincerely,
Lynn Wallace Naylor, CEO, Innovation Tri-Valley Leadership Group 5960 Inglewood Dr., Suite 201, Pleasanton, CA 94588 | Office: 925.989.0188 Item 6.1
Public Comment Received
768
1 South Livermore Valley Urban Growth Boundary
Initiative Language
May 23, 2022
Presented by
Andy Ross, Senior Planner
Steve Stewart, Planning Manager
South Livermore Valley - Background
1 2
Item 6.1
PowerPoint Presentation
769
2 Initiative Framework
 Does not change the location of the
Urban Growth Boundary
 Amends Livermore General Plan Land
use policies
 Allows the City to provide sewer service
to parcels in the South Livermore Valley
to serve wine country uses
 Facilitates the goals of the Livermore
General Plan, County’s Area Plan, and
Livermore Specific Plan to create and
protect South Livermore as a premier
wine region destination
Potential Future Sewer Project / Alignment
3 4
Item 6.1
PowerPoint Presentation
770
3 Staff Recommendation
Staff recommends the City Council discuss and then direct staff to prepare final language for a ballot initiative to protect water quality and agriculture in the South Livermore Valley.
5 Item 6.1
PowerPoint Presentation
771
From: Alan Burnham
To: Cityclerk - Livermore
Subject: Comments on agenda item
Date: Sunday, May 22, 2022 6:23:46 PM
Attachments: May22 Comments on Draft Housing Element.pdf Dear City Clerk,
I have attached comments on the Draft Housing Element relative to agenda item 6.2 for the May 22 meeting.

Alan Burnham
Item 6.2
Public Comment Received
772
May 22, 2022
To: City Council Members
From: Alan Burnham
I am writing to express some concerns about the Draft 2023-2031 Housing Element. Some of my concerns have been expressed before but have not been addressed. Some are based on a new reading. The following are areas I think needed improvement. My previous comments are appended, because some of that information is still pertinent.

1. The document is very long and not user friendly to the average citizen. The most important part is the map section near the end. Figures A1a-d are the bottom-line conclusion of the analysis and should be in the Executive Summary. One can see at a glance what land is potentially available, which makes the Executive Summary more complete and useful.

2. One of the recommendations of the General Plan update committee was to talk to landowners to understand their intentions. I realize that this may not be practical for this document, but there needs to be a disclaimer somewhere that some owners may not want to develop their land in the Housing Element time period, but there are also some parcels not currently zoned for housing that could become available. For example, did not the owner of the commercial park at the corner of Concannon and Holmes wish to have the northern portion used for senior housing?

3. The document uses 2019 estimates rather than 2020 census values for race and ethnicity. The latter have been shown to have serious errors. For example, a recent study of vaccination rates using 2019 county data indicates that more than 100% of the Asian population was vaccinated. Using 2020 actual counts gave more reasonable vaccination rates to inform a better city policy.

4. Using population and demographic differences over the past ten years over the past ten years are unreliable indicators of the next ten years. All characteristics are nonlinear to some extent, and some sufficiently so that serious errors can occur. For example, looking at 30-year trends suggests that Hispanic population may be plateauing but the increases in “Asian” and “Other and mixed race” populations are accelerating. The Asian population may exceed the Hispanic population before the end of this Housing Element term. What, if any, are the implications of those trends on needed new housing?

5. The encouragement of ADUs was discussed at the General Plan update committee meeting. Program element 1.4.1 Action D was mentioned. It does not currently mention senior housing, but perhaps it should. The text on page 4-2 mentions the use of ADUs for extended family units, which could be children or parents. It should be noted that this is an issue for when fee waivers or other economic incentives are granted. I am not proposing a recommendation, but the issue should be flagged for consideration.

Item 6.2
Public Comment Received
773

6. There are some demographic comparisons to Alameda County as a whole. The fact is that Tracy is closer to Livermore than the Fremont to Berkeley Corridor, so it is not clear to me Alameda County is the only or most useful comparison. There should be at least a passing comparison to our nearest neighbors, Pleasanton and Dublin, particularly since they may indicate some trends in our future.

Item 6.2
Public Comment Received
774
From: [email protected]
Sent: Friday, April 15, 2022 7:21 PM
To: 'Andy Ross'
Subject: RE: April 13 GPAC meeting follow up
Rather than just being critical, I thought of a way to properly present the data. I’ve not seen anyone do this before.

Item 6.2
Public Comment Received
775
From: [email protected] <[email protected]>
Sent: Friday, April 15, 2022 5:51 PM
To: 'Andy Ross' <[email protected]>
Subject: RE: April 13 GPAC meeting follow up
Andy,
To follow up on my comment about the makeup of Livermore’s population at the general plan meeting, the information in both the presentation and the Existing Conditions is terribly out of date as well as being presented in a misleading manner. Take a look at these graphs:

My first criticism is that the sums of the pie charts don’t add up to 100%, as any self-respecting scientist would demand. Livermore’s adds to 119.7%. Second, they use 2019 projections, which the 2020 census showed to be seriously wrong. Here are the right numbers:
https://data.census.gov/cedsci/profile?g=1600000US0641992 Item 6.2
Public Comment Received
776
Ethnicity:

From the first table, which does not consider ethnicity, here are the percentage breakdowns:
percent
total 87955 100%
white alone 52469 60%
Asian 12819 15%
black or AA 1739 2%
AI or AN or PI 973 1%
Other 7563 9%
Item 6.2
Public Comment Received
777
Note that 60% white gives a completely different perspective than 75% white. And 15% Asian is quite a bit higher than 11.6% in the report. The two or more races is double that in the report. These differences mean that the report is qualitatively wrong and highly misleading.

Now consider ethnicity. Hispanic or Latino are 21.5%, which is somewhat higher than 19.8%. Now using tables 1 and 2, we can infer the race of people who identify as Hispanic or Latino. percent nonhispanic Inferred hispanic percent
total 87955 100.0%
white alone 52469 59.7% 48449 4020 21.2%
asian 12819 14.6% 12633 186 1.0%
black or AA 1739 2.0% 1604 135 0.7%
AI or AN or PI 973 1.1% 412 561 3.0%
Other 7563 8.6% 500 7063 37.2%
two or more 11370 12.9% 5011 6359 33.5%
18324 96.6%
reported hispanic/latino 18978

From this, we can see that most Hispanic/Latino consider their race as “other”. This is a change from history, where most considered themselves white. The next largest category is mixed race, followed by white. The small numbers in the other races is a bit baffling, but they are small. The other point that comes out of these numbers is that the non-Hispanic white population is only 55.1%, or a little more than half. Again, presenting a value of 75.9% as the whiteness of Livermore is hugely misleading.

The overall point I am trying to make is that statistics should be reported accurately and not be used to mislead the public. So far, the report falls into the category of “how to lie with statistics”. I don’t mean to be critical of you, but you definitely need better consultants or better review of what they put out.

Alan

Item 6.2
Public Comment Received
778
Alan Burnham
November 21, 2021
I am writing to explain and elaborate on my comment that the housing element is not very accessible to the average citizen. I realize that to be approved, there are lots of facts and figures that must be included, but the main points of the plan, if it can be called a plan, should be in a longer executive summary, with the rest of the details be given in the context of what was considered to arrive at the plan. It should not have the design of a mystery novel, where the plot is not resolved until the last few pages.

A concern is that RHNA, while an important constraint, should not be the primary consideration for the housing element. The housing element should take a more general view while including how RHNA figures into achieving the more general view. Also, as was stated at the meeting, RHNA does not address all important issues, with a specific example of senior housing, and our population has been growing older. Will that continue? Also, how might we expect the evolution of transportation modes over the next 20 years affect the nature of housing units? In brief, what are the most important demographic drivers for future housing stock, and why?
Another factor not adequately covered in this document is financial and environmental sustainability.

What is the effect of housing density (areal coverage and height) on infrastructure capital and maintenance costs, including streets, power, and water? There is some information on energy use in section 4.5, but only a portion of that consideration. What about other costs, such as public safety, which is a major part of the city’s budget? Perhaps some of these issues are addressed in other elements, but there should be cross-referencing.

The bottom line from all the considerations detailed in the first portion of the housing element is what parcels are designated for what kind of housing. There are tables of specific parcels, but they are not informative to the general public. Maps would be far better in an Executive Summary. I gave the example of the downtown map in an appendix, and from it, I have serious reservations about the plan.

While I understand that downtown retail may decline because of e-commerce, I think it is highly unlikely that most of sites F and G will be converted to housing in the next 10-20 years. I go to some store or Item 6.2
Public Comment Received
779
restaurant in those tracts every week. Will the bowling alley have a rebirth? Given these concerns, I would like to see all the other maps to see whether they have serious flaws, also.

The 2015 housing element presented a lot of demographic data, with the implication that it should inform the housing policy. That is appropriate. However, I sometimes found the connections the the housing plan hard to find. Further, I think more than two census numbers (10-yr interval) are needed to understand trends. Is a demographic group changing linearly, exponentially, or sigmoidally? It makes a difference in any projection!
I start with a plot of population over the past 50 years. It has a noticeable difference from linearity— there was a big jump between 1990 and 2020, presumably because there were more housing units built during that decade. Is the slower slope in the last 20 years due to less building or smaller family units? How might that inform the housing plan? How will the slope be affected by new mandates? What is the population at ultimate buildout?
I also explored the linearity issue a little with race and ethnicity, because the 2020 results are available, even though they may not be the most important characteristic defining housing needs. I cannot find complete information for 1970-1990. With these qualifications, I make the following observations in the following imperfect table about race and ethnicity.

Race 1970 1980 1990 2000 2010 2020
White 97.1 92.6 89.5 81.9 74.6 59.7
Black 0.5 0.7 1.4 1.6 2.1 2.0
NA Indian 0.3 0.9 0.7 0.6 0.6 0.8
Asian & PI 1.6 3.4 4.6 6.1 8.7 14.8
other or multiple 0.5 2.4 3.8 9.8 14.0 22.7
Total 100 100 100 100 100 100
Ethnicity
Hispanic 4.8 8.1 9.9 14.4 20.9 21.6
Non-Hispanic White 74.4 64.7 55.1
Other 11.2 14.4 23.3
Total 100.0 100.0 100.0
Item 6.2
Public Comment Received
780

1. The Hispanic percentage seems to be leveling off. Will that be true 10 and 20 years out? What difference would it make?

2. The Asian/PI and other/multiple race portions are growing exponentially now but must level off eventually in a sigmoidal fashion. In 10 years, will the Asian population be greater than Hispanic as it is in Pleasanton and Dublin?

3. The decline in both White and non-Hispanic White has accelerated recently, and we don’t know if and where it might level off in a sigmoidal fashion.

4. The Black percentage has been roughly stable since 1980. Will that continue?

5. The other or multiple race increase suggests that most conversations are not including a major portion of the population. Who are these people and what are their characteristics? For example, are Hispanics increasingly listing their rate as other?

6. School demographic data indicates that Hispanic children have a higher percentage of the total than the general population, in large part because Whites are generally older and have grown children. Will this lead to a new surge in Hispanic percentage of adults? What is the age distribution of Asians? Are they younger or older than Hispanics? Will this help provide better estimates of demographics 10-20 years out?

7. Other Census data indicates that the population is getting older, with the median age increasing from 25.3 in 1970 to 38.3 in 2010. Did that trend continue in 2020? Correspondingly, >65 portion doubled and the <5 nearly halved during that time. Also, the average household size decreased from 3.45 in 1970 to 3.19 in 2010. Will those trends continue and what are the implications?

8. The housing element must use actual 2020 census data rather than estimates. While examining COVID vaccination rates this year, I found significant differences in the 2020 numbers compared to the 2019 projections—Whites were overestimated and Asians were underestimated. This led to errors in vaccination rates large enough to give incorrect policy guidance. The 2020 age distributions are not yet out to my knowledge, but they should be soon I would think.

With all this being said, I wonder if the more important issue is how age distributions, family sizes, and income diversity will evolve over the next 20 years. How have they changed over the past 50 years to guide projections? Is there any particular relationship to race and ethnicity? 0 20
40 60
80 100
1970 1980 1990 2000 2010 2020
Livermore race demographics
White
Black
NA indian
Asian & PI
other or multiple
Item 6.2
Public Comment Received
781
1 Draft 2023-2031 Housing Element
City Council
May 23, 2022
Presented by Amy Sinsheimer, PlaceWorks
Tricia Pontau, Associate Planner, City of Livermore
Presentation Overview
• Housing Element Schedule
• Next Steps
• Housing Element Content
• Regional Housing Needs Allocation
• Housing Element Programs
1 2
Item 6.2
PowerPoint Presentation
782
2 General Plan Project Overview
Housing Element Schedule
Task Timeframe
Draft Housing Element released May 4, 2022
GPAC meeting: Draft Housing Element May 11, 2022
Planning Commission review Draft Housing Element May 17, 2022 City Council review Draft Housing Element May 23, 2022
Prepare Draft CEQA document Summer - Fall 2022
First HCD review (90-day review) June - September 2022
Receive comment letter from HCD September 2022
Second HCD review (60-day review) September - November 2022 Prepare Final Housing Element and CEQA document November - December 2022 Planning Commission review Final Housing Element December 2022 City Council review Final Housing Element January 2023
Submit Final Housing Element to HCD By January 31, 2023 3 4
Item 6.2
PowerPoint Presentation
783
3 Next Steps
• First 30-day public comment period ends Friday, June 3 • Staff will revise the Draft Housing Element based on public comment and GPAC, Planning Commission, and City Council feedback (including cost to construct a single-family home) • The revised draft will be released for a 10-day public review period
• Staff will submit the revised draft to HCD for review • After addressing HCD comments, staff will release the draft for public comment
• Planning Commission and City Council will review the Final Housing Element in December 2022 and January 2023,
respectively
• Final Housing Element is due to HCD by January 31, 2023 Housing Element Overview
• Required Element of the General Plan
• Plan for accommodating a jurisdiction’s
fair share
of the regional housing need
• State-mandated update schedule
• Reviewed and certified by
State
Department
of Housing and Community
Dev
elopment (HCD) for compliance with
State law
• Adoption Deadline:

January 31, 2023
– 6th Cycle Planning Period:

January 31, 2023 – January 31, 2031
– 5th Cycle Planning Period:

January 31, 2015 – January 31, 2023
5 6
Item 6.2
PowerPoint Presentation
784
4 Housing Element Content
• Analysis of existing and projected
housing needs
•
Inventory of available land for
housing
•
Analysis of potential constraints
on housing (e.g., permit
processing procedures, fees)
•
Assessment of Fair Housing*
• Evaluation of previous housing
element
•
Goals, policies, and
implementation programs
* new this cycle
Housing Element Public Engagement
• Community pop-up events
•
Stakeholder interviews
• Surveys
• Open House
• GPAC meetings – Nov 2021 &
May
2022
•
Planning Commission &
City
Council study session – Jan 2022
• Planning Commission - May 17, 2022
7 8
Item 6.2
PowerPoint Presentation
785
5 Draft Housing Element Sections
• Executive Summary
• Introduction
• Housing Needs Assessment
• Housing Opportunities
and
Constraints
•
Housing Resources
• Housing Plan
• Appendix A – Sites and sites maps
• Appendix B – Review
of previous
housing element
programs
Data Sources
• HCD pre-approved data packet
prepared by
ABAG
– Main data source for Housing
Needs Assessment
• HCD Affirmatively Furthering
Fair Housing (AFFH) Data
V
iewer mapping tool
– Main data source for Assessment
of Fair Housing
9 10
Item 6.2
PowerPoint Presentation
786
6 Regional Housing Needs Allocation (RHNA)
• State-required process
• Seeks to ensure local
jurisdictions are planning for
enough housing to
accommoda
te all economic
segments
•
Local jurisdictions must provide
sites with appropriate zoning
and housing development
strategies
to meet their RHNA
• Not a mandate to construct
homes
Livermore RHNA
Income Level
Percent of
Median Family
Income
Income Range –
4-Person
Household
Number of
Units
Very Low 50% or less < $68,500
1,317
Low 51% to 80% $68,501 - $109,600 758
Moderate 81% to 120% $109,601 - $150,700 696
Above Moderate More than 120% > $150,700
1,799
Total 4,570
11 12
Item 6.2
PowerPoint Presentation
787
7 Livermore Approach to Meeting RHNA
Income
Level
Total
RHNA
Projected
ADUs
Units on
Vacant
Sites
Units
on Non-
Vacant
Sites
INSP
Units
Total
Unit
Capacity
Surplus
RHNA
Very Low 1,317 97
756 11 1,570 2,532 457
Low 758 98
Moderate 696 97 569 189 0 855 159
Above
Moderate 1,799 33 281 24 1,753 2,091 292
Total 4,570 325 1,606 224 3,323 5,478 908
The City does not need to designate or rezone new sites to meet RHNA for this Housing Element cycle (2023-2031).

Housing Plan Structure
Goals, Policies, and Programs to Guide Housing Development Goal
Policy
Program Program
Policy
Program Program
Action Action Action Action Action Action Action Action 13 14
Item 6.2
PowerPoint Presentation
788
8 Housing Goals
G-1
Diverse Housing
Choices
G-2
Well-Managed
Growth
G-3
Affordable Housing
Production and
Preservation
G-4
Healthy and Resilient
Housing and
Neighborhoods
G-5
Affirmatively Further
Fair Housing
G-6
Regional Cooperation
to Address Housing
Needs
Summary of Housing Programs
Update City plans and standards to allow a range of
housing types, including for residents with special needs 29 Programs
Streamline permitting processes and provide user-friendly and accessible information about standards and processes Focus development in areas with existing infrastructure, transit service, and amenities
Implement affordable housing regulations and provide
resources and assistance to affordable housing developers and service providers
Update development standards and administer retrofit
programs that improve health and safety in housing and
neighborhoods
Administer programs to prevent discriminatory housing practices and remove fair-housing barriers
Participate in regional efforts to address housing issues 112 Actions
Most programs are
continued from existing
Housing Element but
updated to meet current
needs and State law.
15 16
Item 6.2
PowerPoint Presentation
789
9 Programs Required By State Law

1.3.1 Development Code and Amendments

1.4.1 Reduce Governmental Constraints

1.5.2 Licensed Community Residential Care
Facilities

1.5.3 Special Housing Needs

2.1.2 Support Mixed-Use and Transit-
Oriented Development

3.3.1 Public Outreach

3.4.1 Support for Low and Moderate Income
Homeowners

3.4.2 Rental Assistance and Tenant
Support Services

3.4.3 Homelessness Intervention

3.5.1 Preservation of Subsidized Housing
at Risk of Conversion to Market Rate

3.5.2 Housing Replacement Program

5.1.1 Support Nonprofit Organizations
Specializing in Fair Housing Services

5.1.2 Reasonable Accommodation
Programs Proposed
In Response to Input Received

1.4.1 Reduce Governmental Constraints

3.4.1 Support for Low and Moderate Income Homeowners

4.1.1 Residential Development Codes and Design Standards

4.1.2 Residential Retrofits

5.2.1 Fair Housing Policies and Programs
17 18
Item 6.2
PowerPoint Presentation
790
10 Staff recommends the City Council provide feedback on the Draft 2023-2031 Housing Element, with an
emphasis on the policies and programs.

Recommendation
19 Item 6.2
PowerPoint Presentation
791
From:

To:

Subject:

Date:

Attachments:

Katie Marcel
Cityclerk - Livermore
Comment on Item 6.3, Eden Housing, DDLA
Monday, May 23, 2022 11:35:21 AM
InnoTriValley.LetterofSupport.EdenHousing.5.23.22.pdf
Attached please find Innovation Tri-Valley Leadership Group's statement of support for the Eden Housing development.

Warm regards,
Katie Marcel
--
Katie Marcel (she/her)
Director of Brand Marketing
Innovation TRIVALLEY
Leadership Group
kmarcel
@innovationtrivalley.org
www.innovationtrivalley.org
TRIVALLEYCONNECT.org
CLICK HERE to sign up for our Newsletter.

Item 6.3
Public Comment Received
792
May 23, 2022
The Honorable Bob Woerner, Mayor of Livermore
The Honorable Gina Bonanno, Vice Mayor of Livermore
City Council Member Bob Carling
City Council Member Brittni Kiick
City Council Member Trish Munro

RE: DDLA , Eden Housing, Downtown Livermore

Dear Mayor Woerner, Vice Mayor Bonanno and Members of the City Council:

On behalf of Innovation Tri-Valley Leadership Group, thank you for the opportunity to share our continuing support for Eden Housing’s workforce housing development in downtown Livermore.

Innovation Tri-Valley Leadership Group is led by business leaders and influencers committed to connecting businesses, research labs, educational institutions, and civic leaders in the Tri-Valley region. Last year, ITV launched its Tri-Valley 2040 Vision, a roadmap for the future health of our region. Over 1,000 community stakeholders participated in creating the plan with ‘Housing Opportunities for All’ being identified as a determining factor for the future success of the region. The Tri-Valley innovation sector has stated that in order for the region to grow in an inclusive way, diverse housing options must be identified and green walkable communities must be created. Eden Housing’s project will serve our early career and service industry community members and its location inside the downtown retail and entertainment district keeps the downtown community thriving.

The time for this development is now. Eden Housing can capitalize on current opportunities for tax-advantaged financing under existing state allocation rules. The county allocated $14.4M for this project - and that funding is specific to this particular site in downtown Livermore. 5960 Inglewood Dr., Suite 201, Pleasanton, CA 94588 | Office: 925.989.0188 Item 6.3
Public Comment Received
793
The Eden Housing project is also a shining example of how downtown living helps lighten the collective carbon footprint.

The Tri-Valley is fortunate to benefit from the expertise and leadership of Eden Housing with 50 years of experience building similar developments. Eden Housing is an outstanding, proven partner and we urge you to approve the DDLA for Eden Housing today to keep this critically important development moving forward.

Safe and affordable housing helps families to stay secure, allows communities to thrive, and we applaud and appreciate the Livermore City Council’s support of this essential development.

Sincerely,
Lynn Wallace Naylor
CEO, Innovation Tri-Valley Leadership Group
5960 Inglewood Dr., Suite 201, Pleasanton, CA 94588 | Office: 925.989.0188 Item 6.3
Public Comment Received
794
From:

To:

Subject:

Date:

Julia Estabrook
Cityclerk - Livermore
Eden Housing Proiect
Sunday, May 22, 2022 3:34:01 PM
Dear City Council Members,
I urge you to vote in favor of the staff recommendations regarding the Eden Housing Project. We must move forward to bring affordable housing to Livermore.

Thank you,
Julia Estabrook
Sent from my iPad
Item 6.3
Public Comment Received
795
From:

To:

Subject:

Date:

Helen Machuga
Cityclerk - Livermore
Eden housing project
Sunday, May 22, 2022 10:58:29 PM
Dear Mayor and City Council Members,
Livermore voters have voted in regular elections and special elections numerous times over a number of years, and every time the measures and candidates supporting the downtown plan have easily prevailed. Prices have continued to rise as the plan is delayed.

As a forty year resident of LivermoreI totally support the implementation of the Eden Plan. We’ve waited long enough.

Helen Machuga
Sent from my iPhone
Item 6.3
Public Comment Received
796
From: Lori Kenward
To: Cityclerk - Livermore
Subject: Eden Housing
Date: Sunday, May 22, 2022 9:55:30 AM
I am very much in favor of building the Eden Housing project. We need places for people to live that can’t afford the million dollar houses that are for sale in our town. Where are the affordable homes for people? Please vote to proceed with the project.

Thank you,
Lori Day
Retired teacher
Livermore resident
Sent from my iPhone
Item 6.3
Public Comment Received
797
From: Rifka Several
To: Cityclerk - Livermore
Subject: emailed City Council meeting May 23 comment - agenda item 6.3 Date: Monday, May 23, 2022 11:53:17 AM
Livermore City Council meeting May 23 comment - agenda item 6.3 I am for affordable housing. As someone who would qualify for this, and wants our teachers and public safety personnel to live here in Livermore, of course I am a huge supporter! However, like a majority of my community members, I am mindful of the good of the entire central downtown area now and for the future. Therefore I strongly object to moving forward with the current placement. This placement is so very costly to us, with huge multi-million payments for contaminate clean-up and providing a narrow park chiefly for the use of the housing complex.

Let's take a moment, take a breath, and really look at the "pros and cons" of this issue.

Affordable housing
= good! Location that impacts our jewel of a downtown area - not good.

Of course this is simplistic, but there is no reason to move ahead while there is still a lawsuit pending.

I say this with continued respect for our leaders and our community, please treat our one and only downtown area with care and thinking of our future. Thank you, Rifka Several Rifka Several
Livermore, CA 94551
Item 6.3
Public Comment Received
798
From:

To:

Kristine Kansa
Cityclerk - Livermore
Subject: in support of Eden Housing on the City Council agenda Monday 5/23 Date: Friday, May 20, 2022 5:26:53 PM
Hello,
My husband Edward J. Kansa and I, Kristine A. Kansa are long time residents of Livermore.

We raised our son here and love living here. We also realize that housing is a real issue for many and particularly for those with a lower income. Our workers should be able to live here in Livermore.

We strongly urge the City to do whatever is necessary to move forward with the Eden housing project.

There have been so many delays and the need is urgent. We fully support the City’s current plan. Please do everything you can to move the project forward.

Thank you for your efforts to finally build Eden housing.

Sincerely,
Kristine A. Kansa

Livermore, CA 94550
Item 6.3
Public Comment Received
799
From: California Legal Services
To: Cityclerk - Livermore
Subject: Item 6.3 and 5.1
Date: Monday, May 23, 2022 6:03:53 AM
I am against the approval for Eden housing on Lucky's site for a number of reasons.

The way we read it is that once approved tonight, this cannot be changed or canceled by future city councils. The current mayor and city council should be ashamed of themselves for trying these political games to force our citizens to accept the Eden housing project at the Old Lucky's site when they know a majority of the citizens oppose it.

Besides the fact that I am fully against this project going in at the Lucky's site vs. the big public park/plaza that we are promised, I have grave concerns regarding the traffic and congestion this will cause.

I have read thru the latest traffic study done with Eden housing residents' traffic. Even with just this one project noted in the study, the traffic on Railroad between L and South Livermore was already at a near "fail" level. What the city planners conveniently didn't include was to also include the Legacy housing parking traffic, the Hotel Parking garage, and the expansion of the exiting I street garage. The number of cars on Railroad Avenue and First Street during peak hours is way underestaimed and will surely not pass any acceptable level.

In reading through this planning documents, I also see unacceptable financial information.

For Eden to "rent" a parking garage spot from us taxpayers at $300 per year when our "cost" of construction is approximately $1250 averaged per year (at 55 years as your study suggests).

Also, to even accept that there will only be 16 overflow spots in the L Street Garage vs.the more realistic parking estimate of 1.75 cars per unit, we are really looking at over 100 spots needed.

The financial numbers are so poorly misrepresented that this cannot be accepted by our citizens.

Another glaring mistake is the park construction figures. For construction only of this "public park" that Eden will construct but he City will pay for, a $5.5 million construction cost was cited in these planning documents.

The total cost of the land at almost 3 full acres being sold to Eden is $7.8 million, but they are getting $5.5 just for construction costs of some grass and trees?
Whomever feels this is acceptable should not be in charge of our city finances. This is corruption at it's most blatent level.

The city council should not do anything with the Eden Housing project at this time. There is major community outrage about this project as it will ruin our downtown forever. Converting these meetings back to zoom only while knowing this is a HUGE community outrage is shameful.

Trying to limit our voices by holding this meeting by Zoom is unacceptable and this vote needs to be held off until citizens can come in to the council chambers and face our cowerdly
council regarding this issue.

Also on the Shakespeare agenda item 5.1, I find that with Bob Carling and Trish Monroe being sponsors, there is a conflict of interest and they should not be allowed to vote on this item.

Item 6.3
Public Comment Received
800
Robin Groth-Hill
California Legal Services
Item 6.3
Public Comment Received
801
From:

To:

Carolyn Lord
Cityclerk - Livermore
Subject: May 23 City Council Meeting: Eden Housing
Date: Sunday, May 22, 2022 1:07:19 AM
Dear City Clerk,
I’ll only be able to “attend” the City Council meeting via Zoom for an hour because I’ll need to leave at 8:00 for another Zoom meeting. Thank you for having an e-mail option so I can still participate! Please convey to the City Council that I strongly support the building of Eden Housing at the corner of L Street and Railroad Avenue. It is absolutely appropriate to have more housing downtown and the location is ideal because so much is within a 20 minute walk: parks, bus stops and train station; grocery and drug stores; places to eat and drink; churches; schools; banks; bowling alley; and more! Eden Housing will help fill a much needed gap in Livermore’s variety of housing choices for its residents, so let’s give Eden Housing a neighborly welcome! Sincerely,
Carolyn Lord
Item 6.3
Public Comment Received
802
From: KERI GNECCO
To: Cityclerk - Livermore
Subject: Meeting Monday (5/23/22) Regarding the Eden Housing Development in Downtown Livermore Date: Sunday, May 22, 2022 3:31:19 PM
To Whom It May Concern,
We are writing to express our support of the present plan for the Eden Housing Development in downtown Livermore. We believe that there is not enough affordable housing in Livermore for our community members with careers in such important areas such as teaching, ministry, social work and other service minded jobs.

We
need these members to be able to live and serve in the community of Livermore. We recommend that that the proposed plan is continued in a timely manner so that all our community members may live and thrive in Livermore.

Sincerely,
Keri & Tony Gnecco
Livermore, CA
Item 6.3
Public Comment Received
803
From:

To:

Lucy Hair
Cityclerk - Livermore
Subject: Public Comment on 23 May City Council Meeting
Date: Monday, May 23, 2022 9:37:32 AM
Public Comment on 23 May City Council Meeting
Agenda Item 6.3
If I understand this correctly, designating the current Eden Housing site as being exempt from the Surplus Land Act means that legally, it must preferentially be used for affordable housing. This seems like a way to work around whatever it is that Livermore citizens think about the use of that site. Even though this is all being done publicly, because it is so tricky to understand just what the implications are of this vote, I think most citizens will not comment or object. But I do. Decisions about Livermore’s downtown — which is a shared space and quite lovely, thanks to many previous City Council decisions — should be understandable and shareable by all of us.

Do not vote yes on this, please, no matter how noble it seems.

Lucy M. Hair
Item 6.3
Public Comment Received
804
From: Sally Mote-Yaffe
To: Cityclerk - Livermore
Subject: Public Comment on May 23 agenda item 6.3
Date: Monday, May 23, 2022 10:18:16 AM
I forgot to put my full name on the previous email I sent Agenda Item 6.3
Designating the current Eden Housing site as exempt from the Surplus Land Act seems to mean that it must be, legally, used for affordable housing.

On the face of it, it looks like the City Council is trying to, once again, thwart the will of the people and give the citizens of Livermore no say in what happens to the downtown site.

I urge you to vote against this permanent change in how the site is used. The people of Livermore should have the ability to determine the future of the city and it seems that the City Council want to take that ability away from We, the People, with this exemption..

Sally Mote-Yaffe
Item 6.3
Public Comment Received
805
From: Brian Powell
To: Cityclerk - Livermore
Subject: Re: May 22rd city council meeting
Date: Saturday, May 21, 2022 11:12:37 AM
Dear Mayor Woerner and Livermore City Council members,
Please add my voice to the vast majority of Livermore residents in support of the city's downtown plan and specifically the Eden Housing project to bring affordable housing to Livermore. Every community needs a place where our adult children, especially those like my police officer son-in-law, can afford to live. This need is urgent and significant!
In 2020
, Measure P won
by over a two-thirds majority vote in favor of approving the development agreement between the city and Presidio to build a hotel. While the small, rich group of "NIMBY" organizers attempting to delay the project via nefarious legal maneuvering continues to badger your constituency, please realize we want action and moving forward with the Eden Housing project is the best outcome for everyone.

Respectfully yours,
Brian Powell
On Sat, May 21, 2022 at 6:59 AM Peg Folta < > wrote:

Oops, I meant May 23rd.

Peg
Sent from my iPad

On May 20, 2022, at 4:16 PM, Peg Folta < > wrote:

If you are not able to attend the zoom meeting and would like to submit comments on Eden Housing, here is the email process.

Peg
Email Comments may be submitted by the public to the City Clerk’s Office ([email protected]).

Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the meeting. These items will NOT be read into the record. ---------- Forwarded message ---------
From: Peg Folta
Date: Fri, May 20, 2022 at 3:58 PM
Subject: May 22rd city council meeting
To:

Hi all,
Thank you again for speaking in support of the Eden Housing project at this Monday's council meeting. The agenda was released today and can be found
at https://granicus_production_attachments.s3.amazonaws.com/livermore/c11664d831379e78fd6f8d51b9fa07810.pdf.

Eden Housing is the last thing on the agenda, Matters for Consideration 6.3. It should be about 8:30pm when they get to it.

It is a zoom only meeting, changing back from a hybrid meeting. The zoom link is at the beginning of the agenda, join the zoom meeting on or before 8:30. You will see and hear the Council. You will be able to hear anyone the council has unmuted to speak, but you will not see them. To speak, you wait until Matters for Consideration 6.3 starts, then you use the Zoom "raise your hand" feature. When they have finished introducing the matter, the Mayor (or clerk) will list the next 3 people to speak, then unmute the next speaker and ask them to speak. You confirm they can hear you, introduce yourself and have 3 minutes to speak.

Let me know if you have any questions.

Peg
Item 6.3
Public Comment Received
806
From: Tim Sbranti
To: Cityclerk - Livermore
Subject: Support for Agenda Item 6.3 - May 23, 2022
Date: Sunday, May 22, 2022 9:17:34 AM
Dear Honorable Mayor and Council Members:

As President of the Board of Trustees for the Chabot-Las Positas Community College District, I want to start by thanking you for all of your support and for the ongoing partnership in service to our community. I believe and trust that you would agree that Las Positas College is an important asset in Livermore, and it is
for this reason that I am reaching out to ask for your
support for item 6.3 on your Council agenda at your meeting on May 23rd.

Given the incredibly high cost of housing, not to mention inflation and other impacts caused by the pandemic, our students, faculty, and staff at Las Positas College are facing enormous challenges. One of the best ways that the City can continue to support LPC at the present time is through intentional efforts to support viable affordable housing options in Livermore.

We are actually in the process of doing our own housing feasibility studies to determine opportunities for affordable housing on our
campus, which will be helpful in addressing the
needs long-term since as you know these types of projects take time to come to fruition.

However, our students, faculty, and staff do not have time to wait for the study of this option or other affordable housing alternatives in the City......they need relief as soon as possible.

Every additional day that Eden and/or other affordable housing projects come before you are delayed (for whatever reason), is one more day that potentially displaces those who attend Las Positas or serve its students. It is my hope that you will see that the Eden project is more than just an issue which impacts the Downtown, it is an issue that can help prevent our students from being displaced, boost enrollment by providing much-needed housing opportunities for our students, and allow us to attract and retain the best talent possible to continue serving our community through their work at LPC.

Thank you for your past leadership on this issue over the years, and I am hoping for your continued support by voting to approve the Development Agreement with Eden Housing.

Best Regards,
Tim Sbranti
President, Board of Trustees
Chabot-Las Positas Community College District
Item 6.3
Public Comment Received
807
From: Heather Leslie Hammer
To: Cityclerk - Livermore
Subject: support for current downtown plan
Date: Friday, May 20, 2022 8:21:06 PM
To the Livermore City Council:

From: Heather Hammer, resident and Pastor Emerita of Asbury United Methodist Church I support the continuation of the current downtown plan for Livermore. We need affordable housing in our city, and we do not want to have its development held up by pointless dissent. I urge the Council to continue on its course to build for the city’s future.

Heather Hammer
Item 6.3
Public Comment Received
808
From: Bob Hoffman
To: Cityclerk - Livermore
Subject: Support for Downtown Eden Housing Project
Date: Sunday, May 22, 2022 11:40:43 PM
From: Robert Hoffman, , Livermore, CA
To: Livermore Mayor and City Council
Subject: Eden Housing development of affordable housing in downtown Livermore
I strongly support the Eden Housing project planned for the downtown area on Railroad and L streets. A majority of Livermore voters approved this plan when electing the current mayor and council members and voting down the referendum that attempted to remove the Eden Housing project from the location required in the Downtown Plan. The delays of a vocal minority must finally end so this much needed affordable housing can be built.

The mayor and council should approve the amended and restated DDL for the Eden Housing project that is on the agenda for the city council meeting on May 23.

Sincerely,
Robert A. Hoffman
Item 6.3
Public Comment Received
809
From:

To:

Richard Crawford
Cityclerk - Livermore
Subject: Support for existing Eden Housing plan
Date: Saturday, May 21, 2022 4:37:16 PM
I respectfully encourage the City Council to move forward with the existing Eden Housing plan for low income apartments. The cost of housing in California, and reflected in Livermore, is a major obstacle to anyone who is not already wealthy or making a vey high income. Recent news articles have pointed out that only 20% of families in California can afford to buy a house.

I feel we have a civic and moral responsibility to offer the possibility for housing for people like our young associate pastor who moved here from Georgia to serve our congregation. There are so many others like teachers, police officers, ambulance drivers and custodians who need a chance to live where they work.

The siting and size of the proposed Eden Housing may not be perfect, but the suggestions for alternatives have no basis in reality. I suggest we move forward as quickly as possible with the existing plans.

Richard Crawford
Livermore, CA 94550
Item 6.3
Public Comment Received
810
From: Edward Monk
To: Cityclerk - Livermore; Jacqueline Monk; Peg Folta
Subject: Support for the Eden Housing Project, May 23rd. Council meeting.

Date: Friday, May 20, 2022 1:51:08 PM
I am a 27 year resident in Livermore and I am writing in support of the City's plan for affordable housing in the downtown area.

I am not a political person and do not fully understand the agenda of the opposition group which continues to challenge the City on every aspect of the Downtown Plan. What I do know is that the current plan:
1) Is fully funded.
2) Has been developed by the City with significant community input and collaboration. 3) Is "shovel ready" and will rapidly address the severe shortage of affordable housing in our community, especially
for those who provide our services.
4)
Meets Livermore's obligations to provide Affordable Housing, thereby eliminating the risk of potential lawsuits.

Compare this to the position of the opposition who:
1) Have no fully developed plan which can be evaluated. 2) Will need to purchase land from people to the north of Railroad Avenue who may not wish to sell. 3) Will need to apply for Affordable Housing funding with no guarantee of success. 4) Will delay the provision of desperately needed affordable housing for many, many years to the detriment of our wider community.

To me the choice is clear. We should support the City for the good of our entire community and stand firm against the delaying tactics of a privileged minority.

Regards,
Edward (Ted) Monk.

Livermore 94550.

Item 6.3
Public Comment Received
811
1 Eden Downtown Housing
Amended and Restated Disposition, Development and Loan Agreement City Council
May 23, 2022
Background
• May 2018 – City seeks developer of
Downtown Plan housing component.
• November 2018 – City entered
into Disposition, Development & Loan
Agreement (“DDLA”) with Eden
• 130 Housing Units
• Park Space
• Integrated in Downtown Core Plan
• February 2020 – Eden was awarded
$14.4M in Alameda County A1 Housing
Bond Funds
1 2
Item 6.3
PowerPoint Presentation
812
2 Background
• May 2021 – City Council approved
entitlements for Downtown Apartments;
& First Amendment to DDLA.
• June 2021– “Save Livermore
Downtown” (“SLD”) filed a challenge to
City’s CEQA determination (“Litigation”)
• July 2021 – Eden submitted application
for tax credit funding; declined award in
Fall 2021 due to Litigation.
• February 2022 – Court ruled in favor of
City on Litigation, however SLD
appealed in April and case still pending.

Downtown Core Implementation Progress
• Approval of S.F. Bay Regional Water Quality Control Board on environmental remediation of Downtown Core sites and next steps. • Community outreach on design for Veterans Park
• L Street Garage to begin construction in Fall 2022
3 4
Item 6.3
PowerPoint Presentation
813
3 Housing Project Next Steps
Amended and Restated Disposition
Development and Loan Agreement (DDLA)

1. Modifies the Schedule of Performanc e to toll timing for the Litigation

2. Reserves air rights above Veterans Park and Housing Parcels a. Mitigates potential fo r impact created by AB721
b. Prevents future developers from increasing project height 5 6
Item 6.3
PowerPoint Presentation
814
4 Amended and Restated Disposition
Development and Loan Agreement (DDLA)

1. Allows transfer of “Undivided” Parcel to Eden upon certain conditions a. Complete environmental cl earance, reports & agreements b. Execute public parking lease-back agreement
c. Other due diligence and title acceptance conditions
d. Transfer by end of September 2022

2. Adds “claw back” provision for City in case of Eden's default

3. Provides authority for City Manager to contract for certain improvements and execute certain agreements in future, such as:
a. Environmental Indemnity Agreement
b. Veterans Park construction
c. L Street Parking Lease
Recommendation
Staff recommends the City Council adopt Resolutions:

1. Declaring that the "Undivided Parc el" (Parcel 1 of Tract Map 8574) 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 is within the scope of the Specific Plan EIR, dated February 9, 2004, and all subsequent amendments adopted by City Council Resolution; 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 specified in the DDLA and granting the specific delegations of authority set forth in the DDLA.
7 8
Item 6.3
PowerPoint Presentation
815
1 Proclamation of Local Emergency
May 23, 2022
Presented by Marianna Marysheva, Incoming City Manager
COVID-19 Pandemic “Is Not Over”
World Health Organization
1 2
Item 6.4
PowerPoint Presentation
816
2 Proclamation of Local Emergency
COVID-19 pandemic
•May 20, 2022, Director of Emergency Services
declared local emergency based on increasing
case rates among city staff, including executive
team, to ensure continuity of government
•Staff recommends City Council adopt a resolution
ratifying the City Manager's Proclamation finding
the existence of a Local Emergency and
reauthorizing remote teleconference meetings for
City of Livermore's legislative bodies in
accordance with State Assembly Bill 361
3 Item 6.4
PowerPoint Presentation
817
Council Member
Committee
Meeting Date Committee Agenda Link Meeting Type
Mayor Woerner 5/10/2022 COVID  19 Community Advisory Group https://covid‐19.acgov.org/community‐advisory‐
group Board
Mayor Woerner 5/11/2022 Tri  Valley San Joaquin Regional Rail Authority https://www.valleylinkrail.com/valleylink‐project Public Protection
Committee
Mayor Woerner 5/11/2022 Alameda  County Mayors Conference https://www.alamedacountymayorsconference.org/
agenda‐information/ Board Meeting
Mayor Woerner 5/12/2022 Local  Agency Formation Commission https://alamedalafco.org/ Board Meeting Mayor Woerner  5/20/2022 Tri Valley  Mayors Meeting on Falck Meeting Item 7.0
Council Reports
818
Council Member
Committee
Meeting Date Committee Meeting Type
Council Member Carling 5/10/2022 Annual Employee Awards Lunch and Ceremony Ceremonial Council Member Carling 5/12/2022 StopWaste Board Meeting Council Member Carling 5/13/2022 LPFD  Academy Celebration Ceremonial Council Member Carling 5/17/2022 Iron Horse Trail  Ribbon Cutting Ceremonial Item 7.0
Council Reports
819
Council Member
Committee
Meeting Date Committee Agenda Link Meeting Type Committee Report: Summary Council Member Munro 5/10/2022
Annual Employee Awards
Lunch and Ceremony Ceremonial
A great pleasure to honor the service of our city employees. This was the first in‐ person lunch and awards ceremony in 2 years, so employees over three years‐‐ 2020, 2021, and 2022‐‐were honored. We ask a lot of our employees and they give us their all.

Council Member Munro
5/11/2022 City Leaders' Summit Advocacy
East Bay Councilmembers met with Assemblymember Rebecca Bauer‐Kahan to advocate that 1.6 of budget surplus go to help cities with housing, state mandates, and organic waste disposal.

Council Member Munro 5/11/2022 City Leaders Summit Panel discussion Session on Cities’ Role in Modernizing California’s Behavioral Health Continuum.

Discussion of the problem and, in particular presentation by ASM Umberg on establishing Care Courts. These would focus on 7K‐12K people who have serious mental health issues and would structure the situation so that one person—a judge—would  have accountability for the team which takes care of each individual, with the goal being to provide a stable environment, including housing, to get treatment.

Council Member Munro
5/12/2022 City Leaders Summit
Workshops,
panel
discussions
Emerging Issues and Cutting‐Edge Solutions for Challenges facing CA Cities, presented by Merced.

Foundations of an Equitable and Inclusive Community.

Council Member Munro City Leaders Summit Panel Discussion Land Use and Zoning: Who is Making the Decisions?
Discussion of how to plan requirements for development such that they are in sync with the state.

Council Member Munro 5/13/2022
Panel Discussion hosted by
ASM Rebecca Bauer‐Kahan Panel Discussion
Discussion hosted by ASM Rebecca Bauer‐Kahan and including AG Rob Bonta, on the path the CA legislature is taking to protect Reproductive Rights in California.

Council Member Munro
5/18/2022 The Breakout Room
https://www.youtube.com
/watch?v=TGOzheCtNSM
Virtual
conversation on
local issues
CM Kevin Wilk from Walnut Creek and CM Sabin Zafar from San Ramon hosted CM Renee Morgan and me to discuss local issues.

Council Member Munro 5/18/2022
East Bay Community
Choice Energy Joint
Powers Authority
https://ebce.org/meetings/
board‐of‐directors‐meeting‐
5‐18‐22/
Board of
Directors
Meeting
This was a hefty meeting including legislative packet and budget review. This is a first reading with questions on how to allocate monies, including a grant to establish an asthma program. The details are:

The Problem: Across the communities EBCE serves, a staggering 18% of children suffer from asthma, with the highest rates  concentrated along the 880 and 580 corridors. Much of the problem is a result of high levels of air pollution from  cars and trucks.

Why EBCE: Addressing the legacy of fossil fuel pollution has been one EBCE's foundational goals since its inception. The organization is now substantial enough to consider other opportunities to address the effects of air pollution on our most vulnerable neighbors.

The Opportunity: Partner with UCSF Benioff Children’s Hospital Oakland (BCH Oakland) –the East Bay’s only Children’s Hospital – to invest $15M to fund the development of a world class pediatric asthma program focused on serving children across the East Bay.

Item 7.0
Council Reports
820