Agenda packet — Livermore City Council, July 25, 2022 (part 2 of 4)

H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:
(1) lf the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC.

ARTICLE 16: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.

ARTICLE 17: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC.

ARTICLE 18: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.

ARTICLE 19: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
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applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.

The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.

The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor’s ability to perform services under this Agreement.

ARTICLE 21: INDEMNIFICATION AND RECOVERY
H-GAC’s liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.

Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.

ARTICLE 22: LIMITATION OF CONTRACTOR’S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.

Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
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END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.

ARTICLE 23: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement.

ARTICLE 24: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

ARTICLE 25: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision.

ARTICLE 26: CHOICE OF LAW: VENUE
This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 27: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.

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SIGNATURES:

H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by:

Boise Mobile Equipment, Inc.

Signature $docusign:SignHere::Customer1
Name Matt Stocker

Title Fire Apparatus Sales
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF 10/25/2019
10/25/2019
ATTACHMENT 1
165
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Boise Mobile Equipment, Inc. - Public Services -

Page 1 of 4 ends

SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

ARTICLE 2: END USER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement (“EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.

H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment.

H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
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benefits, or terms to H-GAC and the END USER.

EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.

ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.

Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.

Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify HGAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
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Aggregate limit of at least two times the Single Occurrence limit.

Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.

Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.

ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.

ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
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Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.

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Attachment A
Boise Mobile Equipment, Inc.

Fire Service Apparatus (All Types)
Contract No. FS12-19
FS19DB01
BME, Type 3, International HV, 4WD, 4-Door ,Crew Cab. 600 Gallon Water Tank, 25 Gallon Foam Tank, Hale CBP 250 PTO Pump, Pump and Roll Capability, FoamPro 2001 Foam System, $289,900.00
FS19DB02
BME, Type 3, Freightliner M2-106, 4WD, 4-Door ,Crew Cab. 600 Gallon Water Tank, 25 Gallon Foam Tank, Hale CBP 250 PTO Pump, Pump and Roll Capability, FoamPro 2001 Foam System, $289,900.00
FS19DB03
BME, Type 3, Urban Interface (Model 34). International HV, 4WD, 4-Door, Crew Cab. 500 Gallon Water Tank, 25 Gallon Foam Tank, Darley JMP 500 2-Stage Pump, Darley 1-1/2AGE 24 HP Kubota D902 Diesel Auxiliary Pump $309,900.00
FS19DB04
BME, Type 3, Urban Interface (Model 34) Freightliner M2-106, 4WD, 4-Door, Crew Cab. 500 Gallon Water Tank, 25 Gallon Foam Tank, Darley JMP 500 2-Stage Pump, Darley 1- 1/2AGE 24 HP Kubota D902 Diesel Auxiliary Pump $309,900.00 FS19DB05
BME, Type 4, International HV, 4WD, 4-Door, Crew Cab. 800 Gallon Water Tank, 25 Gallon Foam Tank, Rear Mounted Darley 1-1/2AGE 34HP Kubota Diesel Pump, Two (2) Hannay 150' Hose Reels, NFPA Compliant Whelen Light Package $299,900.00 FS19DB06 BME, Type 4, Freightliner M2-106, 4WD, 4-Door, Crew Cab. 800 Gallon Water Tank, 25 Gallon Foam Tank, Rear Mounted Darley 1-1/2AGE 34HP Kubota Diesel Pump, Two (2) Hannay 150' Hose Reels, NFPA Compliant Whelen Light Package $299,900.00 FS19DB07 BME, Type 6, Ford F550, 4WD, 4-Door 6.7L Diesel, 6-Speed A/T. 300 Gallon Water Tank Darley 1-1/2AGE 24HP Kubota D902 Diesel Auxiliary Pump $179,900.00 FS19DB08 BME, Type 6, Dodge 5500, 4WD, 4-Door 6.7L Diesel, 6-Speed A/T. 300 Gallon Water Tank Darley 1-1/2AGE 24HP Kubota D902 Diesel Auxiliary Pump $179,900.00 FS19DB09 BME, Type 6, (Flatbed) Ford F550, 4WD, 4-Door 6.7L Diesel, 6-Speed A/T. 300 Gallon Water Tank Darley 1-1/2AGE 24HP Kubota D902 Diesel Auxiliary Pump $158,900.00 FS19DB10 BME, Type 6, (Flatbed) Dodge 5500, 4WD, 4-Door 6.7L Diesel, 6-Speed A/T. 300 Gallon Water Tank Darley 1-1/2AGE 24HP Kubota D902 Diesel Auxiliary Pump $158,900.00 FS19DB11 BME, Type 6, "X-Treme" Dodge 5500, Full Aluminum Body, 300 Gallon Water Tank, Darley 1-1/2 AGE Pump, Off Road Package. $215,900.00
FS19DB12 BME, Type 3, CalFire Model 34, International HV 4x4 chassis, 500 gallon water tank, JMP500 Darley pump, 1-1/2 AGE Darley Aux Pump $309,900.00 FS19DC01 BME, Commercial Pumper, Side Mount, Freightliner Chassis, 1000 Gallon Water Tank, 1500 GPM Pump $319,900.00
FS19DC02 BME, Commercial Pumper, Side Mount, International HV Chassis, 1000 Gallon Water Tank, 1500 GPM Pump $319,900.00
FS19DC03 BME, Commercial Pumper, Top Mount, Freightliner Chassis, 1000 Gallon Water Tank, 1500 GPM Pump $369,900.00
FS19DC04 BME, Commercial Pumper, Top Mount, International HV Chassis, 1000 Gallon Water Tank, 1500 GPM Pump $369,900.00
FS19DC05 BME, Custom Pumper, Side Mount, Custom Chassis, 1000 Gallon Water Tank, 1500 GPM Pump $415,900.00
FS19DC06 BME, Custom Pumper, Top Mount, Custom Chassis, 1000 Gallon Water Tank, 1500 GPM Pump $425,900.00
FS19DD01 BME, Walk Around, Light Rescue, Ford F550 $149,000.00 **These units can only be sold outside Texas**
D. Boise Mobile Equipment
B. Wildland Fire Apparatus (Brush Fire)
C. Pumper Fire Apparatus
D. Special Service Apparatus (Walk-In & Non-Walk In Bodies) Multi-use: Rescue, Re-Hab, Hazmat, Mobile Command Center
DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
171
FS19DD02 BME, Walk Around, Medium Rescue, Freightliner M2-106, 2WD $204,900.00 FS19DD03 BME, Walk Around, Medium Rescue, International MV $204,900.00 FS19DE01 BME, Commercial Tender, Freightliner Chassis, Single Axle, 2000 Gallon Water Tank, 750GPM Pump $286,000.00
FS19DE02 BME, Commercial Tender, International Chassis, Single Axle, 2000 Gallon Water Tank, 750GPM Pump $286,000.00
FS19DE03 BME, Commercial Tender, Freightliner Chassis, Tandem Axle, 3000 Gallon Water Tank, 750GPM Pump $304,900.00
FS19DE04 BME, Commercial Tender, International Chassis, Tandem Axle, 3000 Gallon Water Tank, 750GPM Pump $304,900.00
FS19DE05 BME, Tender, Model 22, Freightliner, 2WD, 2-Door, Single Axle. 1500 Gallon Stainless Steel Eliptical Water Tank. $241,400.00
FS19DE06 BME, Tender, Model 22, International HV, 2WD, 2-Door, Single Axle. 1500 Gallon Stainless Steel Eliptical Water Tank. $241,400.00
E. Pumper/Tankers & Tankers
DocuSign Envelope ID: 5F8A6185-1EF7-480A-A0DD-AE54909A67EF ATTACHMENT 1
172
Revised 6.1.18
AMENDMENT No. 1 to CONTRACT No. FS12-19
For
Fire Service Apparatus (All Types)
Between

HOUSTON-GALVESTON AREA COUNCIL
And
Boise Mobile Equipment, Inc.

THIS AMENDMENT modifies the above referenced Contract as follows:

This contract is extended through May 31, 2022 Midnight CT.

Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.

Signed for Houston-Galveston Area Council, ____________________________________ Houston, Texas Chuck Wemple, Executive Director
Date: _______________________________
Signed for: Boise Mobile Equipment, Inc. ____________________________________ Printed Name & Title: ____________________________________ Date: _______________________________
DocuSign Envelope ID: 2C6F59EE-9685-4F2C-A81F-C46E1C00F263 Matt Stocker
11/9/2021
Sales Manager
11/9/2021
ATTACHMENT 1
173
Revised 6.1.18
AMENDMENT No. 2 to CONTRACT No. FS12-19
For
Fire Service Apparatus (All Types)
Between

HOUSTON-GALVESTON AREA COUNCIL
And
Boise Mobile Equipment, Inc.

THIS AMENDMENT modifies the above referenced Contract as follows:

This contract is extended through May 31, 2023 Midnight CT.

Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.

Signed for Houston-Galveston Area Council, ____________________________________ Houston, Texas Chuck Wemple, Executive Director
Date: _______________________________
Signed for: Boise Mobile Equipment, Inc. ____________________________________ Printed Name & Title: ____________________________________ Date: _______________________________
DocuSign Envelope ID: EF2528FC-2932-45CF-AEAC-5F1DD5392FB1 Matt Stocker Sales Manager
4/27/2022
4/28/2022
ATTACHMENT 1
174
June 14, 2022
Re: City of Livermore; (2) Type 6, Xtremes
On behalf of BME Fire Trucks, LLC, I am pleased to present this preliminary price quote for the two (2) Type 6, Xtreme engines.

BME hereby quotes a preliminary price of $554,892.00 (FIVE-HUNDRED FIFTY-FOUR THOUSAND, EIGHT-HUNDRED NINETY-TWO dollars and ZERO cents).

This price is based on and includes the following:

Apparatus Price Breakdown
Type 6 Xtreme HGAC Base Price $233,172.00
HGAC Published Options $0.00
Unpublished Options $34,847.00
$268,019.00
No. of Apparatus Requested 2
$536,038.00
Other
HGAC Order Processing Fee $1,000.00
Chassis Surcharge @ $11,927 per Unit $23,854.00
Multi-Unit Discount [$10,000.00]
Final Inspection in Boise @ $2,000 per Person/Trip (2 persons/1 trip) $4,000.00 VIN Verification & CA Exempt Registration INCLUDED
Delivery INCLUDED
$18,854.00
Grand Total $554,892.00
Note: Due to unprecedented pandemic related component shortages, commodity prices are constantly fluctuating and our quotation includes surcharges we have on record currently but we reserve the right to adjust pricing to include future potential surcharges if implemented – by the manufacturer.

BME Fire Trucks, LLC is noted for durable product features, proven construction techniques, and high-quality craftsmanship. As a truly custom builder, we look forward to meeting your requirements to the highest level possible.

I appreciate your consideration of our firm’s products and look forward to meeting with you to answer any remaining questions or concerns that you may have.

Best regards,
Mike Surber
Fire Apparatus Sales
[email protected]
C: (559) 816-4211
ATTACHMENT 2
175
Contract
No.:

FS12-19 Date
Prepared:
6/14/22
Buying
Agency: Contractor:

Contact
Person:

Prepared
By:

Phone: Phone:

Fax: Fax:

Email: Email:

Product
Code: FS19DB11 Description:
$ 233,172.00
Cost Cost
Subtotal B: $ -
Cost Cost
$ 10,000.00 $ 5,389.00
$ 1,217.00 $ 15,130.00
$ 3,111.00 Subtotal C: $ 34,847.00
15%
2 $ 268,019.00 = Subtotal D: $ 536,038.00
Subtotal E: $ 1,000.00
Cost Cost
$ 4,000.00 $ 23,854.00
Included $ (10,000.00)
Included Subtotal F: $ 17,854.00
$ 554,892.00
Delivery to Department
Custom paint (solid) Foam Pro 1601
Description Description
C. Unpublished Options - Itemize below / attach additional sheet(s) if necessary. (Note: Unpublished options are items which were not submitted and priced in Contractor's bid.) Subtotal From Additional Sheet(s):

E. H-GAC Order Processing Charge (Amount Per Current Policy) D. Total Cost Before Any Applicable Trade-In / Other Allowances / Discounts (A+B+C) Final inspecation in Boise - (1 Trip, 2 persons)
F. Trade-Ins / Other Allowances / Special Discounts / Freight / Installation

CONTRACT PRICING WORKSHEET
For MOTOR VEHICLES Only
BME, Type 6 "X-Treme" Dodge 5500, Full Aluminum Body, 300 Gallon Water Tank, Darley 1-1/2 AGE Pump, Off Raod Package
A. Product Item Base Unit Price Per Contractor's H-GAC Contract:
208-344-0395
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.

City of Livermore - Livermore Pleasanton Fire Department Leslie Young
925-765-1636
[email protected]
Boise Mobile Equipment
Sheree Surber
208-681-7418
[email protected]
B. Published Options - Itemize below - Attach additional sheet(s) if necessary - Include Option Code in description if applicable. (Note: Published Options are options which were submitted and priced in Contractor's bid.) Delivery Date: 30-Jun-24 G. Total Purchase Price (D+E+F):

FRC backup camera w/ 7" color display, installed Subtotal From Additional Sheet(s):

Quantity Ordered:

Custom BME-fabricated front bumper
For this transaction the percentage is: Check: Total cost of Unpublished Options (C) cannot exceed 25% of the total of the Base Unit Price plus Published Options (A+B).

Description Description
Multi-Unit Discount @ $5,000 per unit
Manufacturer Chassis Surcharge @ $11,927 per unit
VIN Verification & Registration
X Subtotal of A + B + C:

Description Description
ATTACHMENT 2
176
Description Cost
Front bumper discharge - Foamed $ 334.00
Reel line - Foamed $ 334.00
FRC foam tank level gauge $ 706.00
Tank storage basket extension $ 800.00
Hose storage swing-out i-zone brackets (set of 2) $ 534.00 12 Gal foam tank $ 440.00
Kussmaul auto-charger $ 1,041.00
Kussmaul bar graph display $ 242.00
Kussmaul auto-eject shore power plug $ 402.00
Whelen PCPM2C scene light (4) $ 4,353.00
Whelen Fredom IV SLED 55" lightbar upgrade $ 3,812.00
Whelen alley lights (2) $ 222.00
Whelen steady on light $ 178.00
Whelen opticom emitter $ 1,732.00
$ 15,130.00
Unpublished Options (Additional Worksheet)
ATTACHMENT 2
177
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING ISSUANCE OF A PURCHASE ORDER
TO BOISE MOBILE EQUIPMENT IN THE AMOUNT OF $609,836 FOR TWO TYPE 6 XTREME FIRE APPARATUS ON THE DODGE 5500

FOUR WHEEL DRIVE CREW CAB CHASSIS, AND AUTHORIZING A

CONTINGENCY IN AN ADDITIONAL AMOUNT NOT-TO-EXCEED TEN
PERCENT (10%)
Section 2.68.370 of the Livermore Municipal Code (“LMC”), states that the City Council of the City of Livermore shall award a contract for the purchase of supplies, equipment, or general services of a value greater than $100,000 to the bid representing the best value as defined in LMC 2.68.040, with the exception being where supplies and equipment are purchased through competitive or noncompetitive negotiations pursuant to LMC 2.68.390.

Boise Mobile Equipment (Supplier) holds the Houston-Galveston Area Council Contract (HGACBuy) for Fire Service Apparatus, (all types). The HGACBuy bid procedure for replacement Type 6 Fire Apparatus meets the City of Livermore’s Municipal Code requirement.

Market fluctuations and scarcity of materials globally, combined with a volatile labor market are potential causes of cost escalations in the vehicle fleet industry where adjustments to pricing may become necessary during the term of this Purchase Order.

As a result of market fluctuations, cost adjustments may be requested by Supplier to increase or decrease any unforeseen price increases.

A financial contingency in an amount not-to-exceed ten percent (10%) for cost adjustments is necessary to allow staff to adjust pricing to cover potential future model year price increases.

Any increase requested by Supplier shall be submitted at least 30 days before the requested implementation date. In the event that Supplier finds it necessary to request a cost adjustment, Supplier shall provide notice in a timely, fair, and equitable manner with evidence satisfactory to the City of Livermore documenting the reason(s) for the actual cost of the increase.

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

1. Authorizes the City Manager to execute a purchase order, on behalf of the City of Livermore, with Boise Mobile Equipment in the amount of $554,892, and selfaccrue the use tax of $54,944 for the total purchase cost of $609,836, for the purchase and delivery of two Type 6 Xtreme fire apparatus on the Dodge 5500 178
RESOLUTION NO. ________
four-wheel drive crew cab chassis in accordance with the terms, specifications, and general provisions specified in HGACBuy contract #FS12-19, and sections

2.68.370 and 2.68.040 of the Livermore Municipal Code.

2. Approves a financial contingency in an amount not-to-exceed ten percent (10%) for cost adjustments that may become necessary to cover potential model year price adjustments.

3. Authorizes the City Manager take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving cost adjustments in an amount not-to-exceed ten percent (10%).

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Jason Alcala___________ Marie Weber Jason Alcala
City Clerk City Attorney
179
CITY COUNCIL STAFF REPORT ITEM NO. 5.7
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution authorizing a supplemental appropriation of $574,441 from the Traffic Impact Fee fund in FY 2022-23 to the Traffic Signal Installation Program, Project No. 2014-31 to reimburse Scannell Properties #339 LLC for their installation of new traffic signal improvements at the intersection of Mines Road and Technology Drive.

RECOMMENDED ACTION
Staff recommends City Council adopt a resolution authorizing a supplemental appropriation of $574,441 from the Traffic Impact Fee fund (Fund 306) in FY 2022-23 to the Traffic Signal Installation Program, Project No. 2014-31 to reimburse Scannell Properties #339 LLC for their installation of new traffic signal improvements at the intersection of Mines Road and Technology Drive.

SUMMARY
Scannell Properties #339 LLC (Developer) constructed new traffic signal improvements at the intersection of Mines Road and Technology Drive to satisfy a condition of approval on the entitlement of their industrial project. These improvements, including the traffic signal, surrounding ADA ramps, signing, striping, and roadway resurfacing qualify for Traffic Impact Fee funding. The total cost for the traffic signal improvements, including the design, permit fees, bonds, overhead, and construction is $813,777.

The City of Livermore (the City) applied a total of $239,336 in traffic impact fee credits to the developer's building permit traffic impact fees. The remaining balance of $574,441 is required to be reimbursed by the City to the developer. Funding for this reimbursement comes from the City’s Traffic Signal Installation Program, Project No. 2014-31. A supplemental appropriation of $574,441 from Traffic Impact Fee funds (Fund 306) to the project is necessary to complete the reimbursement.

DISCUSSION
Scannell Properties #339 LLC (Developer) was conditioned through the entitlement of their industrial office building project (SPDR18-015) to design, acquire all necessary permits, and construct traffic signal improvements at the intersection of Mines Road and Technology Drive. The Developer was to receive credits against their traffic impact fees and the City was to reimburse the developer for any costs for the traffic signal improvements in excess of their fee credits. 180
The Developer applied for an encroachment permit with associated traffic signal improvement plans to construct the traffic signal improvements. On November 23, 2020, the City approved the Developer's traffic signal improvement plans and associated bonds for the traffic signal improvements and issued Permit Number EN200342. The Developer applied for Building Permits CB190017 and CB190018 for their industrial building on December 5, 2019, and on August 3, 2020; permits were approved.

The total cost for the traffic signal improvements, which include the design, permit fees, bonds, and construction is $813,777. These improvements qualify for Traffic Impact Fee funding. Per the conditions of approval for SPDR18-015, the City applied $125,979 in traffic impact fee credits to Building Permit CB190017, offsetting the required fee, and $113,357 in traffic impact fee credits to Building Permit CB190018, offsetting the required fee for a total of $239,336. The remaining balance of $574,441 for the cost of the traffic signal improvements is to be reimbursed to the Developer upon the City’s acceptance of the traffic signal improvements.

The Developer has completed these improvements and the City has accepted these improvements under Encroachment Permit EN200342.The funding for the remaining balance to be reimbursed needs to be allocated to the City’s Traffic Signal Installation Program, Project No. 2014-31. A supplemental appropriation of $574,441 from the Traffic Impact Fee Fund (Fund 306) to Project 2014-31 is necessary to complete the reimbursement to the Developer.

FISCAL AND ADMINISTRATIVE IMPACTS
The Developer has paid $813,777 for all of the traffic signal improvements in full. The City applied $125,979 in traffic impact fee credits to Developer Building Permit CB190017, and $113,357 to building permit CB190018 for a total credit of $239,336. The Developer is owed the remaining balance of $574,441. There is a sufficient fund balance in the Traffic Impact Fee fund (F306) to cover this $574,441 supplemental appropriation.

Operations and maintenance costs associated with the traffic signal improvements at Mines Road and Technology Drive are estimated at $6,000 per year and will be paid from General Funds.

ATTACHMENTS

1. Resolution
Prepared by: Mike Pato
Engineering Specialist
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
181
RESOLUTION NO.

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING A SUPPLEMENTAL APPROPRIATION
OF $574,441 FROM THE TRAFFIC IMPACT FEE FUND (FUND 306) IN FISCAL YEAR 2022-23 TO THE TRAFFIC SIGNAL INSTALLATION PROGRAM, PROJECT NO. 2014-31
(Traffic Signal Installation Program, Project No. 2014-31) Scannell Properties #339 LLC (Developer) constructed new traffic signal improvements that included the signal, updating surrounding ADA ramps, signing, striping and roadway resurfacing at the intersection of Mines Road and Technology Drive. These improvements qualify for Traffic Impact Fee funding. The total cost for the traffic signal improvements which include the design, permit fees, bonds, and construction is $813,777.

Per the terms of their entitlement, SPDR18-015 approved by Planning Commission on October 15, 2019, the City of Livermore (“City”) agreed to offset the costs associated with these improvements by applying Traffic Impact Fee credits against the Developer’s building permit Traffic Impact Fees and reimburse the Developer any remaining balance associated with this cost upon the City’s acceptance of the traffic signal improvements.

The City applied a total of $239,336 in Traffic Impact Fee credits to the Developer building permit Traffic Impact Fees. The Developer has completed the work and the improvements have been accepted by the City under Encroachment Permit EN200342. The remaining balance of $574,441is required to be reimbursed to the Developer from the Traffic Signal Installation Program, Project No. 2014-31. A supplemental appropriation of $574,441to this project is necessary to complete the reimbursement.

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

1. Authorizes a supplemental appropriation of $574,441from the Traffic Impact Fee fund (Fund 306) in Fiscal Year 2022-23 to the Traffic Signal Installation Program, Project No. 2014-31.

On motion of Council Member , seconded by Council
Member , the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Tara Mazzanti___________
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
182
CITY COUNCIL STAFF REPORT ITEM NO. 5.8
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Resolution authorizing supplemental appropriations in the amounts of $9,980,000 and $3,327,000 to Fiscal Years 2023-24 through 2024-25, and awarding and authorizing execution of agreements with C. Overaa & Co. in an amount not-to-exceed $21,999,000, for construction, with Cannon Corporation in an amount not-to-exceed $112,900, for programming support, and an amendment with Carollo Engineers increasing the amount of the agreement by $2,381,660 to a total not-to-exceed amount of $4,910,499, for construction management and engineering services during construction, for rehabilitation and process improvements to the primary and secondary treatment processes at the City’s Water Reclamation Plant (WRP), Project No. 2019-31.

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution for the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31:

1. Authorizing supplemental appropriations of $695,000 in Fund 239 (Water Resources Replacement) and $232,000 in Fund 241 (Sewer Connection Fees) from FY 2022-23 to FY 2023- 24;

2. Authorizing supplemental appropriations of $6,969,000 in Fund 239 (Water Resources Replacement) and $2,323,000 in Fund 241 (Sewer Connection Fees) in FY 2023-24;

3. Authorizing supplemental appropriations of $2,316,000 in Fund 239 (Water Resources Replacement) and $772,000 in Fund 241 (Sewer Connection Fees) in FY 2024-25;

4. Awarding and authorizing execution of an agreement with C. Overaa & Co., in an amount not-toexceed $21,999,000, for construction of the;

5. Authorizing execution of an agreement with Cannon Corporation, in an amount not-to-exceed $112,900, for programming support services during construction; and

6. Authorizing execution of a first amendment to the agreement with Carollo Engineers, increasing the amount of the agreement by $2,381,660 to a total not-to-exceed amount of $4,910,499, for additional construction management and engineering design services during construction.

SUMMARY
183
The project involves rehabilitation and process improvements to the primary and secondary treatment processes at the City’s Water Reclamation Plant (WRP). Construction activities include demolition, concrete, structural, electrical, and mechanical work at the headworks, influent pump station, odor control treatment system, motor control centers, pre-aeration tanks, primary sedimentation tanks, primary effluent pump station, and a secondary clarifier.

Four bids for the project were received on June 14, 2022. Staff recommends the City Council authorize a construction contract with C. Overaa & Co., the lowest responsible and responsive bidder. Staff also recommends the City Council authorize a Professional Services agreement with Cannon Corporation to provide programming support services during construction. Staff further recommends the City Council authorize an amendment to an agreement with Carollo Engineers to provide additional construction management and engineering support services during construction. Finally, staff recommends the City Council authorize supplemental appropriations in the amount of $9,980,000 from Water Resources Replacement Fund 239 and $3,327,000 from Sewer Connection Fees Fund 241 to Fiscal Years 2023-24 through 2024-25 to coincide with anticipated construction expenditures and to fully fund the project.

DISCUSSION
Both the 2012 WRP Master Plan and the 2016 WRP Asset Management Plan identify aging infrastructure within the WRP primary and secondary treatment systems. Process improvements are also recommended in the 2012 WRP Master Plan. Over the last few years staff have evaluated and prioritized these recommendations. The WRP Primary and Secondary Treatment Improvements Project involves constructing the highest priority improvements. The areas of proposed improvements to the primary and secondary treatment facilities are shown on Attachment 1.

The project includes replacing the following equipment:

Influent screw pumps
Pre-aeration tank blowers and gates
Primary sedimentation tank sludge collection mechanisms, skimmers, and gates Primary effluent pumps
Odor control treatment system and equipment covers
Secondary Clarifier No. 2 sludge collection mechanism, bridge, and gates Two motor control centers
Additional improvements include the following:

Repairing the concrete and coating channels and tanks in the headworks and primary treatment systems and Secondary Clarifier No. 2
Upsizing the odor control treatment system, adding additional odor covers, and increasing ventilation
Partial replacement of various electrical boxes throughout the WRP Associated electrical conduit duct, paving, instrumentation, and controls work Replacing aged equipment will increase the efficiency and reliability of WRP operations. Structural rehabilitation will extend the useful life of related structures. Ventilation and odor control improvements will reduce odors at the WRP and reduce future corrosion. Improvements to the secondary clarifiers will improve the reliability of the system and extend its overall life. 184
Additional engineering and professional services are required to support construction of this major project. These additional services are related to managing the execution of the construction work and integrating the improvements into the WRP operations management systems:

On July 28, 2020, the city and Carollo Engineers entered into an agreement for Carollo Engineers to provide engineering services to support the project. The agreement covers the design of improvements and repairs to the WRP primary and secondary treatment facilities, assisting with permitting, and providing engineering services during construction. Based on the final extent of improvements and the anticipated construction duration, additional engineering services will be required for this project during the construction phase and will include activities such as participation in additional construction meetings; review of additional submittals and requests for information; and additional onsite field observations. To supplement staffing shortages in the City’s Engineering Division, construction management and electrical inspection services are also required. Amendment No. 1 covers full time construction management and electrical inspection services throughout the duration of the 28 month project. Construction management services include leading the weekly meetings, maintaining project documentation, coordinating construction activities, preparing weekly inspection reports, managing submittals, and assistance with change orders, project commissioning, and project close-out. Carollo Engineers has provided a proposal for additional engineering services during construction in the amount of $2,381,660, which covers the scope mentioned above.

The existing primary and secondary treatment facilities are monitored and controlled by the WRP supervisory control and data acquisition (SCADA) system. Construction of the improvements to the WRP primary and secondary treatment facilities will require integration of these improvements into the existing SCADA system. Cannon Corporation has provided a proposal for professional services to perform the necessary SCADA programming in the amount of $112,900.

On June 14, 2022, four bids were received and opened for this project. The lowest responsible and responsive bidder was C. Overaa & Co. from Richmond. C. Overaa & Co. has satisfactorily performed similar work at the City’s WRP and at other municipalities in California.

The following is a list of the bids received and the Engineer’s Estimate for the project.

WRP Primary and Secondary Treatment Improvements, Project No. 2019-31 - Bid Results Contractor City Bid Amount
C. Overaa & Co. Richmond $21,999,000
Mountain Cascade, Inc. Livermore $23,454,254
GSE Construction Livermore $24,399,600
Myers & Sons Construction, LLC Sacramento $29,969,000
Engineer's Estimate $31,000,000
These bid results represent a significant savings from the previously estimated project construction cost.

Based on feedback from the design consultant and prospective bidders, the approximately $9,000,000 in savings is attributed to the aggressive bidding climate associated with this project. Although only four bids were received, the pre-bid conferences were well attended, and a number of inquiries were received during the bidding period expressing detailed interest in winning the project. 185
In accordance with Livermore Municipal Code Section 2.68.560, Change Order authorization of 10% of the contract value is allowed.

FISCAL AND ADMINISTRATIVE IMPACTS
The total expenditures to cover the construction contract, engineering services during construction, construction management, inspection, testing, project management, and potential change orders is $29,600,000. Construction is anticipated to start in August 2022 and be completed by December 2024.

Anticipated total expenditures are $16,293,000 in FY 2022-23, $10,219,000 in FY 2023-24, and $3,088,000 in FY 2024-25.

Attachment 2 shows current and proposed funding for this project. The WRP Primary and Secondary Treatment Improvements Project is partially funded in the 2021-23 Capital Improvement Program. A total of $17,220,000 is currently funded in FY 2022-23. An additional $12,870,000 is projected in FY 2023-24 and 2024-25 in the 2021-23 Capital Improvement Program. However, these out-year estimates are not funded in the current Capital Improvement Program. To proceed with this project, $927,000 in current funding needs to be moved to FY 2023-24 and an additional supplemental appropriation of $12,380,000 is required to cover construction, engineering support services during construction, and all other inspection, materials testing, and project management costs. These budget adjustments include the following modifications and additions to supplement the existing 2021-23 Capital Improvement Program budget for the project:

Moving $927,000 from FY 2022-23 to FY 2023-24 to coincide with the anticipated construction expenditures.

Adding $9,292,000 to FY 2023-24, which is not currently funded as part of the 2021-23 Capital Improvement Program.

Adding $3,088,000 to FY 2024-25, which is not currently funded as part of the 2021-23 Capital Improvement Program.

Annual operations and maintenance costs for new equipment are estimated at $22,000 per year.

Operations and maintenance costs will be funded from the operating budget with Fund 239 (Water Resources Replacement) and Fund 241 (Sewer Connection Fees).

ATTACHMENTS

1. Site Plan with Scope Elements Highlighted

2. Current and Proposed Funding

3. Resolution

4. Exhibit A - Agreement with C. Overra & Co.

5. Exhibit B - Agreement with Cannon Corporation

6. Exhibit C - First Amendment to Agreement with Carollo Engineers Prepared by: Rick Teczon
Senior Civil Engineer
186
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
187
Headworks
Influent Bypass Manhole
Screening Facility
Influent Pump Station
Pre-Aeration Tanks (PATs)
Primary Sedimentation Tanks (PSTs)
Primary Effluent Pump Station (PEPS)
Odor Control Tower
Secondary Clarifier No. 2

SITE PLAN WITH SCOPE ELEMENTS HIGHLIGHTED
Vicinity Map
ATTACHMENT 1
188
Fund FY 2022-23 FY 2023-24 FY 2024-25 Total
239 Water Resources Replacement $12,915,000 $0 $0 $12,915,000 241 Sewer Connection Fees $4,305,000 $0 $0 $4,305,000
Total $17,220,000 $0 $0 $17,220,000
Fund FY 2022-23 FY 2023-24 FY 2024-25 Total
239 Water Resources Replacement $12,220,000 $7,664,000 $2,316,000 $22,200,000 241 Sewer Connection Fees $4,073,000 $2,555,000 $772,000 $7,400,000 Total $16,293,000 $10,219,000 $3,088,000 $29,600,000
Current Funding
WRP Primary and Secondary Treatment Improvements Project No. 2019-31 Proposed Funding
WRP Primary and Secondary Treatment Improvements Project No. 2019-31 Current & Proposed Funding
ATTACHMENT 2
189
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

RESOLUTION AUTHORIZING SUPPLEMENTAL APPROPRIATIONS IN THE AMOUNT OF $9,980,000 FROM FUND 239 AND $3,327,000 FROM FUND 241 TO FISCAL YEARS 2023-24 THROUGH 2024-25, AWARDING AND AUTHORIZING EXECUTION OF AN AGREEMENT WITH C. OVERAA & CO. FOR CONSTRUCTION OF THE WRP PRIMARY AND SECONDARY TREATMENT IMPROVEMENTS PROJECT NO. 2019-31, IN AN AMOUNT NOT-TO-EXCEED $21,999,000, AUTHORIZING EXECUTION OF A PROFESSIONAL

SERVICES AGREMEENT WITH CANNON CORPORATION FOR PROGRAMMING

SUPPORT, AND AUTHORIZING EXECUTION OF THE FIRST AMENDMENT TO THE

ENGINEERING SERVICES AGREEMENT WITH CAROLLO ENGINEERS FOR

CONSTRUCTION MANAGEMENT AND ENGINEERING SERVICES DURING

CONSTRUCTION
(WRP Primary and Secondary Treatment Improvements, Project No. 2019-31) The City of Livermore (“City”) advertised and received bids for the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31. C. Overaa & Co. submitted the lowest responsible and responsive bid in the amount of $21,999,000. Staff recommends the City Council accept the bid and award a contract to C. Overaa & Co. for the construction of the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31.

Additional engineering and professional services are required to support construction of the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31. These additional services are related to managing the execution of the construction work and integrating the improvements into the City’s Water Reclamation Plant (WRP) operations management systems:
 On July 28, 2020, the City and Carollo Engineers entered into an agreement for Carollo Engineers to provide engineering services to support the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31. The agreement covers the design of improvements and repairs to the primary and secondary treatment facilities at the WRP, assisting with permitting, and providing engineering services during construction. Staff recommends the original agreement be amended to increase the amount of the agreement by $2,381,660 to a not-toexceed amount of $4,910,499 for additional construction management and engineering services during construction of the improvements to the primary and secondary treatment facilities.
 The existing primary and secondary treatment facilities are monitored and controlled by the supervisor control and data acquisition (SCADA) system at the WRP. Construction of the improvements to the primary and secondary treatment facilities will require integration of these improvements into the existing SCADA 190
RESOLUTION NO. ________
system. Staff recommends to enter into an agreement with Cannon Corporation to provide the programming support needed to complete the SCADA integration.

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

1. Authorizes supplemental appropriations of $695,000 in Fund 239 (Water Resources Replacement) and $232,000 in Fund 241 (Sewer Connection Fees) from Fiscal Year 2022-23 to Fiscal Year 2023-24 for the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31;

2. Authorizes supplemental appropriations of $6,969,000 in Fund 239 (Water Resources Replacement) and $2,323,000 in Fund 241 (Sewer Connection Fees) in Fiscal Year 2023-24 to the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31;

3. Authorizes supplemental appropriations of $2,316,000 in Fund 239 (Water Resources Replacement) and $772,000 in Fund 241 (Sewer Connection Fees) in Fiscal Year 2024-25 to the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31;

4. Awards the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31 to C. Overaa & Co., and authorizes the City Manager to execute the agreement attached hereto as Exhibit A on behalf of the City of Livermore, in an amount not to exceed $21,999,000;

5. Rejects all other bids or proposals;

6. Authorizes the City Manager to sign on behalf of the City of Livermore, the Professional Services Agreement with Canon Corporation, attached hereto as Exhibit B, in an amount not to exceed $112,900 for programming support services during construction of the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31;

7. Authorizes the City Manager to sign on behalf of the City of Livermore, the First Amendment to the Engineering Services Agreement with Carollo Engineers, attached hereto as Exhibit C, increasing the amount of the agreement by $2,381,660 to a total not-to-exceed amount of $4,910,499 for additional construction management and engineering design services during construction of the WRP Primary and Secondary Treatment Improvements, Project No. 2019-31; and

8. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed agreement.
191
RESOLUTION NO. ________
On motion of Council Member _________________________, seconded by Council Member ________________________, the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Tara Mazzanti___________
Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
Exhibit A – Agreement with C. Overra & Co.

Exhibit B – Agreement with Cannon Corporation
Exhibit C – First Amendment to Agreement with Carollo Engineers 192

EXHIBIT A
193

EXHIBIT A
194

EXHIBIT A
195

EXHIBIT A
196

EXHIBIT A
197
Professional Services Agreement Page 1
Rev. 09.2021

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Livermore (“City”), a municipal corporation, and Cannon Corporation (“Consultant”), a California corporation.

RECITALS
City requires professional services to provide PLC/SCADA programming to integrate the City's WRP Primary and Secondary Treatment Improvements Project 2019- 31 into the existing SCADA network at the City's Water Reclamation Plant (WRP).

Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges City has relied upon these warranties to retain Consultant.

AGREEMENT
NOW, THEREFORE, City and Consultant hereby agree that the aforementioned recitals are true and correct and further agree as follows:

1. Retention as Consultant. City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the services described in Section 3 below subject to the terms and conditions in this Agreement.

2. Relationship of Parties – Independent Contractors. The relationship of the parties shall be that of independent contractors. Consultant and its employees are not City officers or employees. Consultant is responsible for the supervision and management of its employees, including any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the services contemplated by this Agreement.

3. Description of Services. Consultant shall provide the following professional services as more particularly set forth in Exhibit "A" (collectively “the Services”):

Consultant shall provide all necessary labor, materials, equipment, and supplies to integrate SCADA control and monitoring of the City's WRP Primary and Secondary Improvements Project into the existing WRP SCADA network.

EXHIBIT B
198
Professional Services Agreement Page 2
Rev. 09.2021
(c) Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
(d) Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services;
(e) Comply with all laws in effect that are related to Consultant and the Services;
(f) Coordinate the Services with Rick Teczon (“Project Manager”), or such other person designated as the Project Manager by City; (g) Be available to the Project Manager, and other parties referred to Consultant by the Project Manager, to answer questions or inquiries related to the Services;
(h) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested. Consultant shall not submit an invoice to City more frequently than once a calendar month; (i) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

Consultant shall make the invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Consultant shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants them, Consultant and City shall coordinate their delivery to City in the most efficient manner possible;
(j) Prepare and submit a written report to the Project Manager, within 3 business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services;
(k) Consultant shall correct, at its own expense, all errors in the Services.

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penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and, (m) Consultant’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA.

5. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $112,900 ("not-to-exceed amount"). City shall compensate Consultant for the Services rendered at the hourly rates, task amounts or travel expenses set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates, task amounts or travel expenses are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services.
(b) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.

6. Term. The term of this Agreement commences on July 25,, 2022, and terminates upon the completion of the Services or December 31, 2027, whichever occurs first.

7. Termination by City. City may terminate any portion or all of the Services by giving Consultant at least 30 calendar-days written notice. Upon receipt of a termination notice, Consultant shall immediately stop all work in progress on the Services except where necessary to preserve the benefit of the work, and then assemble the work on the Services for delivery to City on the termination date. All compensation for Services performed prior to the termination date shall be payable to Consultant in accordance with Section 5.

8. Ownership of Documents. All drawings, designs, data, photographs, reports and other items prepared or obtained by Consultant in the performance of the Services are City’s property and Consultant shall deliver them to City upon demand.

9. Copyright and Right of Use. All items created by Consultant for City under this Agreement are works made for hire, and Consultant shall give City the copyright and all intellectual property rights to all items developed, prepared, and delivered as part of the Services. Consultant agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disclosed by Consultant to City and Consultant obtains a license to such items for the benefit of City. All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services.

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10. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from City to anyone except Consultant’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.

11. Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by the City or otherwise acceptable to the City, the City and its elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services contemplated by this Agreement, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of City. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City.
(a) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.
(b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e).

12. Insurance. Consultant shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Services.

Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

13. Acceptance of Final Payment. Consultant’s acceptance of final payment will release City from any and all claims and liabilities for compensation under this Agreement.

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assumption of Consultant’s responsibility or liability by City for any defect or error in the Services.

15. Conflict of Interest. Consultant represents that no City employee or official has a financial interest in Consultant. Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from a City employee or official during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Consultant represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement.

16. Economic Disclosure. Consultant shall comply with City’s local conflict of interest code and the Political Reform Act, and prepare and file an economic disclosure statement if the Services involve making, or participation in making, decisions which may have a material effect on the Consultants’ financial interest. While it is Consultant’s sole responsibility to evaluate its conflicts of interest, the Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by City.

17. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other consultants to provide, services that are the same or similar to the Services described in this Agreement.

18. No Assignment. Consultant shall not assign or subcontract any of the Services without City’s prior written consent. For the purposes of this section, a change of fiftypercent or more in the ownership or control of Consultant constitutes an assignment.

19. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, the Consultant must present a written claim to City in accordance with Chapter 3.42 of the Livermore Municipal Code.

20. Construction of Language. The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language in the body of the Agreement and an attachment hereto, the language in the body of the Agreement controls.

21. Entire Agreement; Modification. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services.

Any modification to this Agreement must be in writing and signed by both parties. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by City can be used in place of the original for all purposes with the same effect as if it was the original.

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22. Notice. Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation:

TO CITY: Attention: Bob Vinn, City Engineer
City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
TO CONSULTANT: Attention: David Dutcher
Cannon Corporation
1050 Southwood Drive
San Luis Obispo, CA 93401

23. Waiver. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance. To be effective, a waiver must be in writing and signed by the non-breaching party.

24. Severability. If a court of competent jurisdiction determines a provision in this Agreement is invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired in any way.

25. Survival. The terms, conditions, and obligations in Sections 8, 9, 10, and 11 shall survive the completion or termination of this Agreement.

26. Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time.

27. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes.
********************************************************************************************* Signatures and Attachment List on the Next Page

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EXHIBIT A

CITY OF LIVERMORE

WATER RECLAMATION PLANT

SCADA PROGRAMMING FOR PRIMARY & SECONDARY TREATMENT IMPROVEMENTS PROJECT

SCOPE OF SERVICES

SCOPE OF WORK
For Cannon to complete the project, we have organized our work plan to follow the tasks identified:

Task 1 – General/Project Management
We will work closely with the City, Engineer, and Contractor during the course of the project. The project will require project setup, scheduling, meetings, controlling, and correspondence between the City and our project team.

Correspondence includes telephone conversations, emails, monthly progress meetings, status reports, and project memorandums. Additionally, project management will include monthly detailed invoices. Coordination of RFIs, Change Orders, or other Scope of Work modifications, should they occur, will also be encompassed in the role of project management.

Deliverables: Agendas and Project Meeting Minutes. Agendas will be submitted 2022-155 JLH/TMM EXHIBIT B
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one week before meeting for comment and approval. Meeting Minutes will be distributed to all attendees within five business days after the meeting.

Task 2 – Project Kickoff
We will orchestrate and attend a project kickoff meeting with City staff. The meeting agenda will focus on project understanding, team involvement, and project constraints. This meeting will also include a project introduction, review of background information and project scope, discussion of City preferences, and existing PLC/SCADA standards.

We will review the project schedule and how PLC/SCADA programming effort will be sequenced throughout the project.

Deliverables: Agendas and Project Meeting Minutes. Agendas will be submitted one week before meeting for comment and approval. Meeting Minutes will be distributed to all attendees within five business days after the meeting.

Task 3 – PLC-1 Programming & Commissioning
Task 3.1 – PLC Programming
Cannon will review the existing programming in PLC 1A, RIO 1B, and PLC 28 associated with the headworks, influent, and primary treatment of the WRP.

Cannon will also review the new control strategies associated with the modified processes to be implemented in new PLC-1. Cannon will identify any potential discrepancies/issues for the new logic to replace the existing logic and work closely with City staff and Engineer to verify and/or update the control strategies as required. Cannon will then perform programming services to implement these 2022-155 JLH/TMM EXHIBIT B
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control strategies. Cannon will also provide programming/networking services to tie the new PLC-1 into the existing SCADA application.

Task 3.2 – FAT Testing
We will travel to the City of Livermore WRP to conduct Factory Acceptance Testing (FAT) in conjunction with the Contractor providing the PLC hardware. We will validate all loop functions in the new PLC 1 program, including simulation of inputs and outputs to the PLC.

Task 3.3 – SCADA Modifications
We will provide modifications to the existing SCADA system, which include the addition of new SCADA graphics for new processes, updating data collection, and updating of trending.

Task 3.4 – Commissioning
We will work with City and Contractor to perform testing, calibration, startup, and commissioning for PLC-1 using the new PLC code. This includes Control Logic Validation and Loop Tuning for each functional loop.

We anticipate that PLC-1 will have at least 5 startup/commissioning efforts: 1 for the Headworks through Pre-Aeration Tanks and 1 for each Primary Sedimentation Tank.

Deliverables:
• Updated PLC software code for PLC-1
• Updated SCADA application for PLC-1 and associated processes 2022-155 JLH/TMM EXHIBIT B
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• Completed FAT and commissioning test plans
Task 4 – PLC-11 Programming + Commissioning Task 4.1 – PLC Programming We will verify the control narrative for the modified processes by working closely with City staff, the Engineer, and control strategies provided in the contract documents. We will review the PLC logic for the Primary Effluent Pump Station to identify any potential problem areas or discrepancies. In addition, we will program the new control functions based on the control strategies in the contract documents and validation with the City. Cannon will also provide programming/networking services to tie to the existing SCADA application.

Task 4.2 – FAT Testing
We will travel to the City of Livermore WRP to conduct Factory Acceptance Testing (FAT) in conjunction with the Contractor providing the PLC hardware. We will validate all loop functions in the new PLC-11 program, including simulating inputs and outputs to the PLC. It is assumed this task will happen concurrently with Task

3.2, so all FAT testing is concluded at the same time.

Task 4.3 – SCADA Modifications
We will provide modifications to the existing SCADA system, which include the addition of new SCADA graphics for new processes, updating data collection, and updating of trending.

Task 4.4 – Commissioning
We will work with the City and Contractor to perform testing, calibration, startup, and commissioning for new PLC-11 code. This includes Control Logic Validation and Loop Tuning for each functional loop.
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Deliverables:
• Updated PLC software code for PLC-11
• Updated SCADA application for Primary Effluent Pump Station • Completed FAT and commissioning test plans
Task 5 – Project Closeout / Training
Due to the timing and scope of training, which may not correspond with commissioning, we opted to add a separate task for project closeout and training.

We will provide as- built PLC programs, fully documented, and provide Operator training for all PLC software modifications. This training may include discussion of SCADA software modifications as needed by the City.

Deliverables:
• Final “As-Built” PLC Software Code, Fully Documented
• Training Documentation
FEES
Task 1. General/Project Management $ 7,800
Task 2. Project Kickoff $ 3,000
Task 3. PLC-1 Programming $ 68,500
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Task 4. PLC-11 Programming $ 29,400
Task 5. Project Closeout / Training $ 4,200
T&M Not to Exceed: $ 112,900
Project Schedule:

Construction Schedule shall begin in August 2022 and run through January 2025. Consultant shall provide programming services through this time frame in the amount of trips listed through this scope of work.

ASSUMPTIONS AND EXCLUSIONS
This proposal was based on the following assumptions related to the proposed project:
• We assume SCADA FAT will be conducted at the City of Livermore WRP, not at the Contractor site. If the location of the FAT is in a different location, expenses for travel may increase.
• We will mobilize for six separate commissioning trips for PLC-1 and PLC-11. Based on the schedule provided, each commissioning trip is anticipated to range from 3 to 5 days of work. If any trip extends past one man-week due to anything other than programming related issues, additional fees may be required. • Programming services will include PLC programming for PLC-1, PLC-11 and SCADA programming for the processes related to these PLCs. • We will only provide training associated with PLC software and programming; not any hardware or functions associated with the contractor scope of work. • The T&M estimate does not include overtime or extended hours. If this is 2022-155 JLH/TMM EXHIBIT B
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requested for efficiency of Contractor work, additional fees may be required. • During commissioning, should extensive troubleshooting time be required to resolve a situation that is not related to PLC or SCADA programming, additional fees may be required. Cannon will notify the City as early as possible should an event like thisoccur.
• We will provide support to the Engineer related to Contractor submittals but will not approve or disapprove any submittals.
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EXHIBIT B

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

1. Commercial General Liability, including operations, products, and completed operations, as applicable:
$2,000,000 per occurrence/$4,000,000 aggregate 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. Automobile Liability:
$1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease.

A waiver of subrogation is required for Workers’ Compensation insurance.

If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability.”

4. Professional Liability/ Cyber Liability/Errors and Omissions:
$2,000,000 per claim. Consultant/Contractor warrants that any retroactive date under this policy shall precede the effective date of this contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed.

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

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

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

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

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

2. The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. The additional insured coverage under the Consultant’s/Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as ISO Form CG 20 10 04 13. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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

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

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

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

FIRST AMENDMENT TO

ENGINEERING SERVICES AGREEMENT
THIS FIRST AMENDMENT, is made and entered into this ____ day of ________, 2022, by and between the City of Livermore, a municipal corporation (“City”), and Carollo Engineers, a Delaware corporation licensed and registered to do business in California (“Consultant”).

RECITALS
On July 28, 2020, City and Consultant entered into an agreement for Consultant to provide engineering design services to design the WRP Primary and Secondary treatment improvements project No. 2019-31 for City (“Original Agreement”). Section 21 of the Original Agreement requires that any modifications to it must be in writing and signed by the parties.

City and Consultant desire to amend the Original Agreement to increase the scope of work and compensation by $2,381,660. This is the first amendment to the Original Agreement.

AGREEMENT
NOW, THEREFORE, City and Consultant hereby agree that the aforementioned recitals are true and correct and further agree as follows:

1. The Original Agreement is amended as follows:

A. Section 3 of the Original Agreement is amended to read as follows:

Consultant shall provide the following professional services as more particularly set forth in Exhibit “A” to the Original Agreement and Exhibit “A-1” to this First Amendment (collectively “the Services”): design the WRP Primary and Secondary treatment improvements project 2019-31

B. Section 6 (a) of the Original Agreement is amended to read as follows:

The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED the sum of $4,910,499 ("not-to-exceed amount").

City shall compensate Consultant for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” to the Original Agreement and Exhibit “A-1” to this First Amendment up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, 2022-154 TMM/JLH EXHIBIT C
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AMENDMENT NO. 1

CITY OF LIVERMORE

WATER RECLAMATION PLANT

PRIMARY & SECONDARY TREATMENT IMPROVEMENTS PROJECT

ENGINEERING SERVICES DURING CONSTRUCTION AND CONSTRUCTION MANAGEMENT

SCOPE OF SERVICES
(February 14, 2022)

INTRODUCTION
In July 2020, the City contracted with Carollo Engineers (Consultant) to perform design of the Primary & Secondary Treatment Improvements Project for the City’s Water Reclamation Plant (WRP). As part of the Agreement, a preliminary scope and budget allowance for Construction Support Services (Task 6.0) was included with the understanding that the scope and budget would be updated near the completion of the design.

Consultant has completed design of the Primary & Secondary Treatment Improvements Project and has submitted the 100% design submittal to the City for final review and approval before preparing the final design documents for bidding in March and April of 2022. At the City’s request, Consultant has prepared an updated scope for Construction Support Services (renamed to Engineering Services During Construction (ESDC) in this Amendment). In addition, the City has requested Consultant provide one full‐ time construction manager (CM) and a part‐time electrical inspector to work with the City’s inspection team to manage the construction of this project over a 28‐month period.

The following presents the Consultant’s ESDC and Construction Management Scope of Services associated with the Primary & Secondary Treatment Improvements Project.

Task 6.0 – Engineering Services During Construction
Task 6.1 ‐ Project Management. Consultant will perform project management necessary to plan, execute, monitor, and report the project’s progress to the City for this task over a 28‐month construction period. This includes preparation of a monthly progress letter for submission with the invoice.
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Task 6.2 ‐ Construction Meetings. Consultant will attend the following construction meetings based on the following assumptions:
 Pre‐Construction Meeting ‐ Two Consultant team members will attend the pre‐construction meeting virtually via Teams format. This virtual meeting will be 1‐hour in duration.  Weekly Construction Meetings ‐ Two Consultant team members will each attend a total of 100 weekly construction meetings virtually via Teams format. These virtual meetings will each be 1‐ hour in duration.
 Method of Procedure Meetings ‐ Two Consultant team members will each attend a total of 30 method of procedure (MOP) meetings virtually via Teams format. The purpose of these meetings is to coordinate proposed shutdowns and work sequencing activities between the WRP staff and the Contractor. These virtual meetings will each be 1‐hour in duration.  PLC/SCADA Programming Meetings ‐ Two Consultant team members will each attend a total of 10 SCADA programming meetings virtually via Teams format. The purpose of these meetings is coordinate programming activities required for various treatment processes between the City’s 3rd party programmer and the Contractor. These virtual meetings will each be 2‐hours in duration.
 Substantial Completion Meetings ‐ Consultant will attend a total four substantial completion meetings in person at the WRP. Each substantial completion meeting will be conducted to coincide with either an intermediate project completion milestone during the construction period or near the end of the construction period to observe and check status of construction activities. The substantial completion meetings will each be 4‐hours in duration (including travel time). After each meeting, Consultant will prepare and submit a preliminary punch‐list of corrective items to the City and the Consultant’s CM for review and forwarding to the Contractor to complete before final completion.

Per Task 8.1, the Consultant’s CM will coordinate and conduct all meetings and prepare meeting minutes for distribution to the City, Contractor, and other relevant stakeholders.

Task 6.3 ‐ Requests For Information. Consultant will receive, log, review, and respond to requests for information (RFIs) from the Contractor forwarded by the Consultant’s CM. In responding to the RFIs, Consultant will issue interpretations and clarifications to the contract documents. For budgeting 2022-154 TMM/JLH EXHIBIT C
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purposes, Consultant will respond to 200 RFIs assuming an average processing and review time of 4 hours per RFI. Note the budget estimated for this task may be higher or lower depending on the final number of RFIs reviewed and the complexity of each RFI submitted by the Contractor.

Task 6.4 ‐ Shop Drawing Submittals. Consultant will receive, log, review, and respond to shop drawing submittals (excluding contractor’s geotechnical report and temporary shoring submittals) from the Contractor forwarded by the Consultant’s CM. Submittals will be reviewed in accordance with the contract documents and include two types of submittals.  General submittals ‐ These are submittals that generally include routine elements such as subgrade materials, epoxies, grout, sealants, valves, piping, etc. that require a single lead reviewer and shorter duration to complete. For budgeting purposes, Consultant will respond to 350 general submittals and 140 general resubmittals assuming an average processing and review time of 6 and 4 hours per submittal and resubmittal, respectively.  Major submittals ‐ These are submittals that generally include more complicated elements such as pumps, gates, sludge collectors, clarifier mechanism, temporary bypass pumping and screening equipment, MCCs, VFDs, concrete mix design, shutdown plan, commissioning plan, etc. that require multiple reviewers and a longer duration to complete. For budgeting purposes, Consultant will respond to 40 major submittals and 30 major resubmittals assuming an average processing and review time of 40 and 20 hours per submittal and resubmittal, respectively.

Note the budget estimated for this task may be higher or lower depending on the final number of submittals and resubmittals reviewed and the completeness of each submittal and resubmittal submitted by the Contractor.

Task 6.5 – Site Observations. Consultant’s discipline engineers (civil, structural, mechanical, electrical, and instrumentation) will attend a total of twenty (20) site observations in person on an as‐requested basis to observe field construction issues and discuss technical elements. For budgeting purposes, Consultant assumes an average time of 5 hours (including travel time) are required to perform each site observation.

Task 6.6 ‐ Design Clarifications. Consultant will prepare a total of twenty (20) design clarifications to clarify and/or change the intent of the contract documents at the request of the City. In preparing each design clarification, Consultant will issue revised specifications, revised drawings, and/or new sketches as needed to clarify and/or change the intent of the contract documents for the City and Consultant’s 2022-154 TMM/JLH EXHIBIT C
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CM for review and transmittal to the Contractor. For budgeting purposes, Consultant assumes an average time of 10 hours are required to prepare each design clarification.

Task 6.7 ‐ Change Order Requests. Consultant will assist the City and Consultant’s CM in reviewing a total of twenty (20) change order requests submitted by the Contractor. Consultant’s review will be limited to the technical merits of the change order requests and providing input on applicable unit and material prices of selected items. Consultant will be responsible for preparing a total of ten (10) independent cost estimates of change order requests for verification and provide this information to the City and Consultant’s CM to negotiate the cost of each change order request with the Contractor. For budgeting purposes, Consultant assumes an average time of 4 hours are required to review each change order request and an average time of 4 hours are required to prepare each independent cost estimate.

Task 6.8 ‐ Geotechnical Engineering Support Services. Consultant’s geotechnical engineer (Fugro) will provide geotechnical support services for project components that are anticipated to require geotechnical involvement. These include the new Secondary Clarifier No. 2 foundation slab replacement, existing pavement rehabilitation or replacement, and installation of new subgrade materials for impacted facilities. For budgeting purposes, Fugro’s key services will include:
 Project management and meetings/conference calls.
 Respond to geotechnical‐related RFIs and submittals.
 Perform as‐requested construction observation services and prepare field reports.

Task 6.9 ‐ Conformed Documents. Consultant will prepare conformed documents based on incorporating changes outlined in the addenda to the bid documents. Conformed documents will be prepared using Consultant’s standard format and will be provided to the City in both AutoCAD and PDF formats. For budgeting purposes, 150 labor hours have been assumed for this task.

Task 6.10 ‐ Record Drawings. Consultant will prepare record drawings using Consultant’s standard format to include changes made during the construction period after contract closeout. It is assumed that the Contractor will maintain a current set of marked‐up drawings detailing field changes and clarifications. Consultant will not be responsible for field measuring as‐built conditions and will rely solely on the information provided by the Contractor as the basis for preparing the record drawings.

After completion of the record drawings, Consultant will convert the design CADD drawings from 2022-154 TMM/JLH EXHIBIT C
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MicroStation format to AutoCAD format and submit them to the City for filing. For budgeting purposes, 200 labor hours have been assumed for this task.

Information and/or Services Provided by City for Task 6.0:
 Input on change order cost estimates.
 3rd party PLC/SCADA programming services for the project.

Consultant Deliverables for Task 6.0:
 Progress letter reports with each invoice.
 Attendance/teleconference and input at the construction meetings.  Preliminary punch‐lists.
 RFI responses.
 Submittal review comments.
 Design clarifications.
 Change order requests review comments.
 Field observation reports from geotechnical engineer.  Electronic copy of the conformed documents in PDF format for printing by the City.  Electronic copy of the conformed documents in AutoCAD format for filing by the City.  Electronic copy of the record drawings in PDF format.  Electronic copy of the record drawings in AutoCAD format.

Task 8.0 – Construction Management and Electrical Inspection Task 8.1 – Construction Management. Consultant will provide one full‐time CM over the 28‐month construction period to oversee construction management activities of this project. Consultant’s CM will perform the following tasks:
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 Conduct Construction Meetings. Consultant’s CM will schedule, coordinate, attend, and conduct all construction meetings with the Contractor. These will include: pre‐construction meeting, weekly construction meetings, MOP meetings, SCADA programming meetings, and substantial completion meetings. Consultant’s CM will prepare a meeting agenda, list of key discussion topics, and meeting minutes for each meeting.
 Manage Field Inspection Personnel. Consultant’s CM will coordinate with and manage the activities of the Consultant’s electrical inspector and the City’s discipline inspectors throughout the construction period.
 Documentation of Existing Site Conditions. Consultant’s CM will prepare a video and photographic records of initial site conditions before the Contractor begins construction. The video documentation will be accompanied by a verbal description of existing conditions. A copy of the video and photographic documentation will be provided to the City.  Manage RFIs. Consultant’s CM will coordinate and manage the RFI process, including creating an electronic log of all RFIs submitted by the Contractor, to track incoming RFIs and outgoing RFI responses.
 Manage Shop Drawing Submittals. Consultant’s CM will coordinate and manage the shop drawing submittal process, including creating an electronic log of all submittals and resubmittals provided by the Contractor, to track incoming submittals and resubmittals and outgoing submittals and resubmittals responses.
 Prepare Field Memos and Clarifications. Consultant’s CM will coordinate and manage preparation of field memos and clarifications of drawings and specifications, including creating an electronic log of these documents to allow tracking of their status and outcome.  Review Monthly Progress Payment Requests. Consultant’s CM will evaluate the Contractor’s monthly progress payment requests and recommend payment by the City if requirements are met. Consultant’s CM will compare requested quantities to the actual quantities completed and negotiate the appropriate progress payment request with the Contractor.  Review Construction Schedule. Consultant’s CM will review and approve the Contractor’s construction schedule, including updates and revisions, in accordance with the Contract 2022-154 TMM/JLH EXHIBIT C
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Documents. Consultant’s review will focus on key elements such as logic, duration of activities, duration of startup and testing, and construction sequencing constraints and milestones.  Review Change Order Requests. Consultant’s CM will review change order requests to determine potential changes in scope and field conditions. Consultant will prepare independent cost estimates and Consultant’s CM will negotiate with the Contractor. Consultant’s CM will prepare and process approved change orders and incorporate them into the contract.

Consultant’s CM will prepare an electronic log for tracking all potential change orders and agreed‐upon change orders.
 Monitor Contractor’s Compliance with Contract Documents. Consultant’s CM will review and monitor the Contractor’s work against the Contract Documents to ensure compliance.

Consultant’s CM will report non‐conformances and deficiencies to the City and Contractor and will work with the Contractor to correct these deficiencies in a timely manner.  Manage and Coordinate Material Testing. Consultant’s CM will manage and coordinate the required material testing needs of this project. Material testing will be provided by a 3rd party firm to be contracted separately by the City.
 Monitor and Review Record Drawings. Consultant’s CM will monitor and coordinate the Contractor’s recording and maintenance of field changes to plans and specifications during construction on a monthly basis, or more frequently as required. At the 50‐, 75‐, and 90‐percent project construction completion levels, Consultant’s CM will perform a review of the Contractor’s working record drawings for general completeness and advise Contractor of status.

Consultant’s CM will approve progress payments beyond 90‐percent completion contingent upon the acceptability of the working record drawings.
 Oversee Startup and Testing. Consultant’s CM will oversee facilities acceptance testing and startup in cooperation with the Contractor and WRP staff. Startup and testing will include assistance with comprehensive testing of functional equipment, subsystems, and the entire treatment processes.
 Conduct Final Inspection. Consultant’s CM will schedule and conduct a final inspection of the completed facilities and issue punch lists of uncompleted items where necessary. Consultant’s CM will also assist the City in negotiation of unsettled changes or disputes associated with these 2022-154 TMM/JLH EXHIBIT C
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inspections. When the final punch list items have been completed or resolved, Consultant’s CM will recommend acceptance by the City.

Task 8.2 – Electrical Inspection. Consultant will provide one full‐time electrical inspector for the equivalent of an 8‐month period over the 28‐month construction period to assist the Consultant’s CM with inspection of electrical and instruction components of the project. Note the budget estimated for this task may be higher or lower depending on the actual duration needed for inspection of electrical and instrumentation work activities during the construction project.

Information and/or Services Provided by City for Task 8.0:
 City’s discipline inspectors (except electrical inspector) and 3rd party specialty testing services.  3rd party materials testing firm and associated services.  Input on shutdown and work sequencing requirements for the project.  Input on startup and testing requirements and commissioning activities for the project.  Input on change order requests and progress payment requests.  Input on final acceptance of the project elements and overall project completion.

Consultant Deliverables for Task 8.0:
 As outlined in Tasks 8.1 and 8.2.

Assumptions
The following key project assumptions were used in preparing this Scope of Services.  Construction duration will be 28 months. An extension of construction duration may impact the Consultant’s scope and budget estimate for the project.  City or Contractor will provide dedicated temporary offices for Consultant’s CM and electrical inspector to reside in when they are on site at the WRP. Contractor will provide two dedicated high‐end, business‐class Windows‐based desktop computers equipped with the latest version of Microsoft Office and Primavera P6 scheduling software, high‐volume business‐class laser printer, and high‐speed internet service.
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 City will provide all specialty inspection services for the following disciplines: concrete, structural steel, bolting, welding, architectural, mechanical, plumbing, corrosion, coatings, and material testing. Consultant will only provide electrical specialty inspection for the duration of time included in this scope. Consultant will also provide specialty soils and subgrade inspection for the estimated effort and budget amount included in this scope.  Claims management and resolution services are not included in the Scope of Services. These services can be provided by the Consultant as an amendment should the need arise. 2022-154 TMM/JLH EXHIBIT C
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SP LPP PP LP P CM EI CAD DP Total Labor CM ODC Total
Task Description $306 $283 $265 $235 $205 $235 $185 $160 $124 Hours Cost Towill Fugro MEI Printing Trips Amount Housing (2) Total Cost

6.0 Construction Support Services (28-Months Duration)

6.1 Project Management 112 0 0 0 0 0 0 0 0 112 $34,272 $0 $0 $0 $0 0 $0 $0 $0 $34,272

6.2 Construction Meetings (145) 8 16 80 214 0 0 0 0 0 318 $78,466 $0 $0 $0 $0 4 $140 $0 $140 $78,6066.3 Requests For Information (200) 24 32 32 552 160 0 0 0 0 800 $187,400 $0 $0 $0 $0 0 $0 $0 $0 $187,4006.4 Shop Drawing Submittals/Resubmittals (560) 60 90 400 2,350 1,960 0000 4,860 $1,103,880 $0 $0 $0 $0 0 $0 $0 $0 $1,103,880

6.5 Site Observations (20) 2 24 24 40 10 0 0 0 0 100 $25,214 $0 $0 $0 $0 20 $700 $0 $700 $25,914

6.6 Design Clarifications (20) 6 16 16 66 60 0 0 36 0 200 $44,174 $0 $0 $0 $0 0 $0 $0 $0 $44,1746.7 Change Order Requests (20) 4 18 18 80 0 0 0 0 0 120 $29,888 $0 $0 $0 $0 0 $0 $0 $0 $29,8886.8 Geotechnical Engineering Support Services 4 0 0 36 0 0 0 0 0 40 $9,684 $0 $18,700 $0 $0 0 $0 $0 $18,700 $28,3846.9 Conformed Documents 2 4 8 40 0 0 0 64 32 150 $27,472 $0 $0 $0 $1,000 0 $0 $0 $1,000 $28,472

6.10 Record Drawings 2 4 6 50 8 0 0 130 0 200 $37,524 $0 $0 $0 $0 0 $0 $0 $0 $37,524 Task 6.0 Totals = 224 204 584 3,428 2,198 0 0 230 32 6,900 $1,577,974 $0 $18,700 $0 $1,000 24 $840 $0 $20,540 $1,598,514

8.0 Construction Management and Electrical Inspection

8.1 Construction Management (28-Months, One Person) 00000 4,704 0 0 0 4,704 $1,105,440 $0 $0 $0 $0 560 $19,600 $70,000 $89,600 $1,195,0408.2 Electrical Inspection (8-Months, One Person) 0 0 0 0 0 0 1,344 0 0 1,344 $248,640 $0 $0 $0 $0 160 $5,600 $0 $5,600 $254,240 Task 8.0 Totals = 00000 4,704 1,344 0 0 6,048 $1,354,080 $0 $0 $0 $0 720 $25,200 $70,000 $95,200 $1,449,280 Tasks 6.0 + 8.0 Totals = 224 204 584 3,428 2,198 4,704 1,344 230 32 12,948 $2,932,054 $0 $18,700 $0 $1,000 744 $26,040 $70,000 $115,740 $3,047,794 Current Approved ESDC Budget per Agreement Dated July 28, 2020 (Task 6.0) = $666,134 Amendment Budget Request = $2,381,660
Legend: Subconsultants:

SP Senior Professional Towill - Aerial Topographic Survey (If needed)LPP Lead Project Professional Fugro - Geotechnical field supportPP Project Professional MEI - Air Permitting (If needed)LP Lead Professional P Professional CAD CADD Technician Notes:

DP Document Processor 1. Mileage is based on $35 per round trip.CM Construction Manager 2. 28 months at $2,500/month.EI Electrical Inspector

LABOR AND FEE ESTIMATE

CITY OF LIVERMORE
PRIMARY & SECONDARY TREATMENT IMPROVEMENTS PROJECT 2019-31 Other Direct Costs (ODC)
Subconsultants Mileage (1)
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EXHIBIT C
225
CITY COUNCIL STAFF REPORT ITEM NO. 5.9
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Scott Lanphier, Public Works Director
SUBJECT: Resolution to temporarily suspend the current Airport Development Policy and suspend consideration of certain development on airport property until a new Development Policy is created and approved.

RECOMMENDED ACTION
Staff recommends that the City Council adopt a resolution to temporarily suspend the current Airport Development policy and Airport development to allow for creation and approval of a new Airport Development Policy.

SUMMARY
The Airport's current Development Policy has insufficient language that does not allow for thorough guidance in the consideration of development proposals at the Airport. A new comprehensive policy will align procedures with City and industry standards.

DISCUSSION
The Airport's current development policy was created by previous Airport Management in response to the original project to attract a Fixed Base Operator to the Airport. The current policy is insufficient in language and does not provide for comprehensive guidance and milestones for review of development applications for airport land.

Airport Staff are working with a consultant on the creation of a new development policy that will align development procedures with City requirements and industry standards. To allow for a full review and creation of the policy, airport Staff recommends that all development proposals for the Airport be suspended until December 31, 2022 with the exception of a parcel under lease development and negotiation adjacent to Kittyhawk Road and Highway 580.

FISCAL AND ADMINISTRATIVE IMPACTS
There are no direct fiscal impacts expected to the Airport fund. Any fiscal impacts would be related to the 226
suspension of airport development until a new policy is created and approved by Council

ATTACHMENTS

1. Resolution

2. Exhibit A - Current Airport Development Policy
Prepared by: Sean Moran
Airport Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
227
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION TO TEMPORARILY SUSPEND THE CURRENT

AIRPORT DEVELOPMENT POLICY AND SUSPEND CONSIDERATION

OF CERTAIN DEVELOPMENT ON AIRPORT PROPERTY UNTIL A

NEW DEVELOPMENT POLICY IS CREATED AND APPROVED
The Livermore Airport offers parcels of land suitable for both aeronautical and non-aeronautical development to support the Airport Enterprise Fund.

The current Livermore Airport Development Policy (Policy) is outdated and does not contain sufficient guidance to staff for prospective development of Airport owned land, and does not align with current industry standards.

The Current Policy did not follow formal City approvals prior to adoption.

The Airport has received applications and letters of interest from parties proposing various aeronautical and non-aeronautical development and decisions on such proposals are best deferred until such time that the new policy is adopted, with the exception for a parcel under lease development and negotiation adjacent to Kittyhawk Road and Highway 580.

The City Council desires to reduce potential development inconsistencies and disputes regarding proposed development between the current Policy and the creation of a new state-of-the-art Airport development policy.

Suspending the Policy temporarily until December 31, 2022, provides City staff with the time needed to complete the work necessary to update the Policy in order to ensure a meaningful and transparent development process.

Decisions for potential development on Airport property should be suspended until such time that a new policy is updated and approved, because a new policy will provide for clear development objectives along with the orderly development of Airport property.

BE IT RESOLVED by the City Council of the City of Livermore, as follows:

1. The City Council temporarily suspends the current Airport Development Policy, a copy of which is attached as Exhibit A and incorporated by this reference, until December 31, 2022.

2. The City Council temporarily suspends the consideration of any aeronautical or non-aeronautical Airport development under the current Airport 228
RESOLUTION NO. ________
Development Policy, except for a parcel under active development adjacent to Kittyhawk Road and Highway 580.

3. The City Council authorizes and directs staff to proceed expeditiously in the development and adoption of a new Airport Development Policy that aligns with City procedures and industry standards.

4. The City Council directs staff to inform Airport stakeholders, including individuals and entities that have recently submitted an application or letter of interest for commercial aeronautical or non-aeronautical development, of the suspension of the current Airport Development Policy, and to keep stakeholders informed as a new policy is developed.

5. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti___________ Marie Weber Tara Mazzanti
City Clerk Assistant City Attorney
Exhibit A - Current Airport Development Policy
229

EXHIBIT A
230
CITY COUNCIL STAFF REPORT ITEM NO. 5.10
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Tina Olson, Administrative Services Director
SUBJECT: Resolution authorizing execution of an agreement with Hinderliter, de Llamas and Associates, Inc., for business license tax and fee operations management and compliance services

RECOMMENDED ACTION
Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a twoyear agreement with Hinderliter, de Llamas and Associates, Inc. for business license tax operations management and compliance services.

SUMMARY
Hinderliter, de Llamas and Associates, Inc. (HdL), began providing business license tax administration services for the City in FY 2020-21. This agreement will renew the term for another two years.

DISCUSSION
Business license and taxation programs are an important customer service touch point with our business community and yield vital information and revenues. Business license tax provides roughly $7 million of General Fund revenue, annually. HdL’s revenue management service has (1) improved customer service through the use of the latest technologies and best practices, (2) increased revenues through business-friendly education and compliance practices, and (3) reduced the cost of business license administration due to economies of scale. In addition, HdL has municipal experience with 500+ local government clients.

The business license tax services that HdL provides fall into two categories. The first category is business license tax operations management. Services in this category include new account, renewal and payment processing. Businesses have access to HdL license specialists via phone, email, mail, fax and an online business support center. Business licenses are valid for one calendar year, requiring a compact three-month annual renewal process. Currently, the cyclical nature of the renewal process makes staffing difficult and negatively impacts customer service. HdL’s business support center is staffed with multiple business license specialists who are able to absorb this peak renewal period while 231
continuing to provide high quality customer service. This category of work will cost $16.06 per new registration or processed account. Fees are adjusted at the beginning of each calendar year by the change in the Consumer Price Index. Each annual adjustment will not be less than 2% or greater than 10%.

The second service category is local tax compliance which will provide an opportunity to increase business license tax revenue. Discovery services are designed to identify entities subject to licensure/taxation that are not currently registered or otherwise non-compliant. Audit services are designed to identify businesses that are registered but not properly reporting or paying the correct amounts. HdL’s service is designed to increase revenues and compliance while maintaining a businessfriendly education focused approach. The cost for discovery and audit services is a contingency fee of 35% of the revenues received as a result of the service with a cap of $250,000 per account.

FISCAL AND ADMINISTRATIVE IMPACTS
The proposed not to exceed contract amount over a two-year term for business license tax operations management is $175,000 and represents the fee of $16.06 per account. This cost accounts for the current level of approximately 8,000 licenses plus new licenses anticipated to be generated from discovery services. Business license tax operations management services provided include database management, business support center and processing of renewals, new accounts, and payments. Since the fee is based on the number of licenses processed each month, expenditures will rise/fall in line with revenues providing better matching of business license revenue and expenditures by period throughout the fiscal year.

The proposed annual business license tax operations management cost of $87,500 is offset by savings of in-house expenditures including wages/benefits, software, postage and supplies. HdL provides database management, so maintenance of business license software is not retained on City servers. In addition, the local tax compliance services will provide an opportunity for increased revenue. This service is on a contingency fee basis which will be 35% of revenues received with a cap of $250,000 per account.

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement with HdL
Prepared by: Ann Furtado
Accounting Supervisor
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
232
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH

HINDERLITER, DE LLAMAS AND ASSOCIATES, INC FOR BUSINESS LICENSE

TAX ADMINISTRATION SERVICES
BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager to sign, on behalf of the City of Livermore, the two-year agreement for professional services with Hinderliter, de Llamas and Associates, Inc. for business license tax administration services, attached hereto as Exhibit A.

On motion of Councilmember _______________________, seconded by Councilmember _____________________, the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

ATTEST: APPROVED AS TO FORM:
/s/ Jason R. Alcala
Marie Weber Jason R. Alcala
City Clerk City Attorney
Exhibit A – Professional Services Agreement with HdL
233
Professional Services Agreement Page 1
Rev. 09.2021

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2022, by and between the City of Livermore (“City”), a municipal corporation, and Hinderliter, de Llamas and Associates, Inc. (“Consultant”), a California corporation.

RECITALS
City requires professional services to provide Business License Tax Administration.

AGREEMENT
NOW, THEREFORE, City and Consultant hereby agree that the aforementioned recitals are true and correct and further agree as follows:

3. Description of Services. Consultant shall provide the following professional services as more particularly set forth in Exhibit "A" (collectively “the Services”):

To provide Business License Tax Administration.

4. Consultant’s Responsibilities. Consultant shall:
(a) Diligently perform the Services in a manner commensurate with industry, professional, and community standards;
(b) Provide the resources necessary to complete the Services in a timely manner;
(c) Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement;
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(d) Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Consultant to practice its profession and to provide the Services;
(e) Comply with all laws in effect that are related to Consultant and the Services;
(f) Coordinate the Services with Ann Furtado, Accounting Supervisor (“Project Manager”), or such other person designated as the Project Manager by City; (g) Be available to the Project Manager, and other parties referred to Consultant by the Project Manager, to answer questions or inquiries related to the Services;
(h) Only invoice City for the Services rendered. Consultant’s invoice shall be in writing and describe the Services performed for the payment requested. Consultant shall not submit an invoice to City more frequently than once a calendar month; (i) Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Consultant and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment.

Should Consultant fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Consultant;
(l) If applicable, Consultant shall ensure that all work for compensation is provided in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Consultant shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Consultant shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and, 2022-334 JKS/JRA EXHIBIT A
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(m) Consultant’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA.

5. Compensation and Payment.
(a) The total compensation payable by City to Consultant for the Services SHALL NOT EXCEED:

1. Operations Management Services: The total compensation payable by City to Consultant for operations management services outlined in Section 1 of Exhibit A and detailed in Section 4 of Exhibit A SHALL NOT EXCEED the sum of $175,000; and,

2. Compliance Services: The total compensation payable by City to Consultant for the compliance services outlined in Section 2 of Exhibit A and detailed in Section 5 of Exhibit A SHALL NOT EXCEED the sum of $250,000 per account subject to fees. The "shall not exceed" amount for compliance services will not apply to accounts that were identified and where work was performed prior to the execution of this agreement.

City shall compensate Consultant for the Services rendered at the hourly rates, task amounts or travel expenses set forth in Exhibit “A” up to the shall not exceed amount.

Except as provided in the body of this Agreement, the hourly rates, task amounts or travel expenses are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services.
(b) City shall pay Consultant no later than 30 days after City receives a written invoice from Consultant and verifies the Services were performed for the payment requested.

6. Term. The term of this Agreement commences on July 25, 2022, and terminates upon the completion of the Services or July 24, 2024, whichever occurs first.

10. Confidentiality; Software Use and Warranty; Records. (a) Consultant shall not disclose any confidential or proprietary information received from City to anyone except Consultant’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City.
(b) Consultant will comply with the requirements of the applicable laws, as well as local ordinances and/or regulations of which it has been informed by City concerning the confidentiality of tax records.
(c) Except as otherwise required by law, City must hold in confidence and may not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The terms of this subsection do not apply to any information that is public information. As used in this subsection, the term “proprietary information” means all information, techniques, processes, services or material that has or could have commercial value or other utility in Consultant’s Business, including without limitation: Consultant’s (i) software, computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; (iii) desktop or web-based software; (iv) audit, tax or fee collection/administration or business processes, methods or routines; (v) marketing plans, analyses and strategies; and (vi) materials, techniques and intellectual property used.
(d) If access to any software which Consultant owns is provided to City as part of this Agreement (including, without limitation, if City chooses to subscribe to such software and reports option as part of the Services) (such Consultant-owned software is, collectively, the “Software”), Consultant hereby provides a limited, non-exclusive, nontransferable license to City for the use by such of City’s staff as may be designated from time to time by City and approved by Consultant in writing to use the Software pursuant to and during the term of this Agreement. The Software must only be used by such authorized City staff, and City must not sublicense, sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software. The license granted hereunder does not imply ownership by City or any of City’s staff of the Software nor any rights of City or any of City’s staff to sublicense, transfer or sell the Software, or rights to use the Software for the benefit of others. City may not create (or allow the creation of) any derivative work or product based on or derived from the Software or documentation, nor modify (or allow the modification of) the Software or 2022-334 JKS/JRA EXHIBIT A
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documentation without the prior written consent of Consultant. In the event of a breach of this provision (and without limiting Consultant’s remedies), such modification, derivative work or product based on the Software or documentation is hereby deemed assigned to Consultant. Upon termination of this Agreement or this Software license, this Software license will be deemed to have expired and City must immediately deactivate, cease using and remove, delete and destroy all the Software (including, without limitation, from City’s computers and network). Consultant warrants that the Software will perform in accordance with the Software’s documentation.
(e) All documents, preliminary drafts, communications and any and all other work product related to the Services and provided by Consultant to City either in hard copy or electronically are the property of City. This does not include any software, programs, methodologies or systems used in the creation of such work product, nor does it include any drafts, notes or internal communications prepared by Consultant in the course of performing the Services that were not otherwise provided to City in either hardcopy or electronic form, all of which may be protected by Consultant or others’ copyrights or other intellectual property. It is possible that any documents, drafts, communications or other work product provided to City may be considered public records under applicable law and/or may be discoverable through litigation. Consultant may publicly state that it performs the Services for City.
(f) Subject to applicable law, Consultant is responsible for retaining all final documents and other final work product related to the Services for a period of not less than three (3) years from the date provided to City. Retention of any other documents, preliminary drafts, communications and any and all other work product provided to City by Consultant is the responsibility of City. Consultant has no responsibility to retain any drafts, notes, communications, emails or other writings created or received by City in the course of performing the Services (other than the final documents and other final work product related to the Services and provided to City for the term of years referenced above).

11. Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by the City or otherwise acceptable to the City, the City and its elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services contemplated by this Agreement, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of City. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City.
2022-334 JKS/JRA EXHIBIT A
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Professional Services Agreement Page 6
Rev. 09.2021
(a) Modification for Construction Contracts. To the extent this Agreement is a “construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782.
(b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e).

In no event will Contractor be liable for any lost revenues or lost profits, or any special, incidental, or consequential damages of any nature. Contractor’s duty to indemnify and hold harmless City shall not apply to claims for liability which arise from the issuance or non-issuance of any license or permit.

Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager.

13. Acceptance of Final Payment. Consultant’s acceptance of final payment will release City from any and all claims and liabilities for compensation under this Agreement.

14. Acceptance of Work. City’s acceptance of, or payment to Consultant for, the Services does not release Consultant from its responsibility for the accuracy, completeness, or competency of the Services, nor do the actions constitute an assumption of Consultant’s responsibility or liability by City for any defect or error in the Services.

21. Entire Agreement; Modification. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services.

TO CITY: Attention: Ann Furtado, Finance
City of Livermore
1052 S Livermore Avenue
Livermore, California 94550
TO CONSULTANT: Attention: George Bonnin/Josh Davis
HdL Companies
120 S. State College Blvd., Suite 200
Brea, CA 92821

25. Survival. The terms, conditions, and obligations in Sections 8, 9, 10, and 11 shall survive the completion or termination of this Agreement.

CONSULTANT: Dated:
____________________________ ___________________________ By: Robert Gray
Title: CIO
CITY OF LIVERMORE: Dated:
____________________________ ____________________________ Marianna Marysheva
City Manager
APPROVED AS TO FORM:
___________________________
Assistant/City Attorney
APPROVED AS TO INSURANCE:
_______________________
Risk Manager/Analyst
Attachments:

Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
2022-334 JKS/JRA
7/21/2022

EXHIBIT A
242
Hinderliter De Llamas & Associates (HdL)
Tax and Fee Administration Services and Fees
Business License Tax and Fees
1211802.2 Page 1 of 3

EXHIBIT A

SCOPE OF SERVICES
City of Livermore, CA
Consultant will provide the following Services relative to Client’s business license tax administration.

1. Operations Management Services

1.1. Establish and maintain database of Client businesses.

1.2. Receive and process applications, renewals and payments in a timely fashion.

1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.

1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

1.5. Remit revenue to Client no less than monthly.

1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.

1.7. HdL will support the City in responding to public records requests which involve business license data.

2. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax, and 3) identify under-reported tax liability.

2.1. Discovery Services

2.1.1.Develop a list of businesses subject to Client licensure or taxation.

2.1.2.Notify non-compliant businesses of their options to comply or dispute their non-compliant status.

Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.

2.1.3.Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.

2.1.4.Provide businesses with detailed invoicing and options to pay via website, mail, and phone.

2.1.5.Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.

2.2. Collection Services

2.2.1.Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.

2.2.2.Notify businesses of their options to comply or dispute their non-compliant status.

2.2.3.Provide businesses with detailed invoicing and options to pay via website, mail and phone.

2.2.4.Remit revenue to Client no less than monthly.

2.3. Audit Services

2.3.1. Identify potential under-reporting and/or misclassified businesses.

2.3.2.Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.

2.3.3.Submit audit summaries to Client and discuss further actions.

2.3.4.Educate businesses on proper reporting practices.

2.3.5.Invoice and collect identified delinquencies.
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Hinderliter De Llamas & Associates (HdL)
Tax and Fee Administration Services and Fees
Business License Tax and Fees
1211802.2 Page 2 of 3

3. Online Payment Processing – Consultant’s services include PCI compliant payment processing services powered by FIS Global, which supports both credit card and eCheck transactions.

3.1. Client Responsibilities

3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by FIS Global, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by FIS Global. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

3.1.2.Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

FEES

4. Operations Management Services

4.1. Fees for performing operations management Services shall be $16.06 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.

4.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

4.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.

4.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

5. Compliance Services

5.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).

5.1.1.Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.

5.1.2.In the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate.

5.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.

5.1.4.Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.
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244
Hinderliter De Llamas & Associates (HdL)
Tax and Fee Administration Services and Fees
Business License Tax and Fees
1211802.2 Page 3 of 3

5.2. Consultant recognizes Client’s authority to waive or reduce the tax/fee debt of a business. Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.

5.3. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.

5.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

6. Payment Processing – Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

6.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

6.1.1.Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00

6.1.2.ACH/eCheck processing - $1.25 per transaction

6.2. Client funded

6.2.1.Credit and debit card processing – 2.9% of transaction amount

6.2.2.ACH/eCheck processing - $0.50 per transaction

6.3. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.

6.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.
2022-334 JKS/JRA EXHIBIT A
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Revised 5/1/2018 B16 – 2M E&O

Page 1 ends

EXHIBIT B

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

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

3. Workers’ Compensation and Employer's Liability:

Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease.

A waiver of subrogation is required for Workers’ Compensation insurance.

If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability.”

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 and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Livermore, its officers, officials, employees, and designated 2022-334 JKS/JRA EXHIBIT A
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Revised 5/1/2018 B16 – 2M E&O

Page 2 ends

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

7. Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage
Consultant/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement.
2022-334 JKS/JRA EXHIBIT A
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CITY COUNCIL STAFF REPORT ITEM NO. 6.1
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Tina Olson, Administrative Services Director
SUBJECT: Hearing to adopt a resolution approving the waiver and refund of $132,562 in penalties and interest related to delinquent special taxes levied in City of Livermore Community Facilities District No. 99-1 (Tri-Valley Technology Park) on property owned by the Livermore Valley Joint Unified School District.

RECOMMENDED ACTION
Staff recommends that the City Council hold a public hearing and adopt a resolution:

1. Approving the waiver of $132,562 in penalties and interest paid by the Livermore Valley Joint Unified School District as a result of the late payment of special taxes levied by the City in City of Livermore Community Facilities District No. 99-1 (Tri-Valley Technology Park) on property owned by the Livermore Valley Joint Unified School District, and authorizing execution of necessary documents, certificates, and certain other related actions; and

2. Directing staff to issue a refund to the Livermore Valley Joint Unified School District for the $132,562 in penalties and interest after deducting the City’s costs of administering the delinquencies and the waiver request, and to take other actions in order to accomplish the purposes of the resolution.

SUMMARY
Under the Mello-Roos Community Facilities Act of 1982 (the “Act”), the City established City of Livermore Community Facilities District No. 99-1 (Tri-Valley Technology Park) (the “CFD”), levies special taxes (“CFD Special Taxes”) in the CFD, and issued the outstanding City of Livermore Community Facilities District No. 99-1 (Tri-Valley Technology Park), Special Tax Refunding Bonds, Series 2015 (the “2015 Bonds”) pursuant to a Fiscal Agent Agreement, dated as of June 1, 2015 (the “2015 Fiscal Agent Agreement").

The School District informed City staff that it mistakenly believed that the School District Parcels were exempt from the CFD Special Taxes.

In late-March 2022, the School District paid the delinquent installments of the CFD Special Taxes in the amount of $346,282 along with statutory penalties and interest in the amount of $132,562 (the “CFD Penalties and Interest”), and has asked the City to waive and refund the CFD Penalties and Interest.

Staff recommends that the City Council hold a public hearing and waive the CFD Penalties and Interest and refund the CFD Penalties and Interest to the School District, after deducting amounts incurred by the City to address the School District’s delinquencies and its waiver request.

DISCUSSION
(1) the School District’s failure to pay the CFD Special Taxes in tax years 2018-19, 2019-20, 2020-21 and 2021-22 was a mistake and does not represent an inability to pay the CFD Special Taxes, (2) the School District has paid all CFD Special Taxes that are due, (3) the Act provides that it should be liberally construed in order to effectuate its purposes, and authorizes the City to take any actions and make any determinations that it determines are necessary or convenient to carry out the purposes of the Act and which are not otherwise prohibited by law, (4) the 2015 Fiscal Agent Agreement provides that the City may waive the CFD Penalties and Interest if to do so will not materially and adversely affect the interests of the owners of the 2015 Bonds, (5) a waiver of the CFD Penalties and Interest will not materially and adversely affect the interests of the owners of the 2015 Bonds because the penalties and interest are not needed to pay debt service on the 2015 Bonds or maintain the debt service reserve fund for the 2015 Bonds at its required level, and (6) the special taxes on other property owners were not increased as a result of the School District’s failure to pay its CFD Special Taxes when due, so none of the other property owners in the CFD will be adversely affected by a waiver of the CFD Penalties and Interest.

A notice of public hearing was published in The Valley Times on July 13, 2022.

Staff recommends that the City Council hold a public hearing and approve the waiver and refund of the CFD Penalties and Interest, after deducting amounts incurred by the City to address the School District’s delinquencies and its waiver request.

FISCAL AND ADMINISTRATIVE IMPACTS
The CFD Penalties and Interest can only be used for authorized purposes of the CFD, and staff has informed the City Council that the CFD Penalties and Interest, after deducting related expenses, are not needed to administer the CFD or pay debt service on the 2015 Bonds.

ATTACHMENTS

1. Resolution
Prepared by: Tina Olson
Administrative Services Director
249
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
250
RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION APPROVING THE WAIVER AND REFUND OF PENALTIES AND

INTEREST RELATED TO DELINQUENT SPECIAL TAXES LEVIED IN THE CITY OF LIVERMORE COMMUNITY FACILITIES DISTRICT NO. 99-1 (TRI-VALLEY TECHNOLOGY

PARK) ON PROPERTY OWNED BY THE LIVERMORE VALLEY JOINT UNIFIED SCHOOL

DISTRICT, AND DIRECTING RELATED ACTIONS
The City Council of the City of Livermore has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Act”), to form “City of Livermore Community Facilities District No. 99-1 (Tri-Valley Technology Park)” (the “CFD”), to authorize the levy of special taxes (the “CFD Special Taxes”) upon the land within the CFD, and to issue bonds secured by the CFD Special Taxes, the proceeds of which are to be used to finance certain public improvements (the “Facilities”).

The City of Livermore (“City”) previously issued for, and on behalf of the CFD, the outstanding City of Livermore Community Facilities District No. 99-1 (Tri-Valley Technology Park), Special Tax Refunding Bonds, Series 2015 (the “2015 Bonds”) pursuant to a Fiscal Agent Agreement, dated as of June 1, 2015 (the “2015 Fiscal Agent Agreement).

The Livermore Valley Joint Unified School District (the “School District’) acquired three properties within the CFD (the “School District Parcels”) in calendar year 2018, which are identified by the following Assessor’s Parcel Numbers: 905-0014-015-00, 905-0018-024-00 and 905-0018-025-00. However, the School District failed to pay the CFD Special Taxes when due in tax years 2018-19, 2019-20, 2020-21 and 2021-22. The School District has informed City staff that it mistakenly believes that the School District Parcels were exempt from the CFD Special Taxes. However, the Act provides that if property not otherwise exempt from a special tax levied pursuant to the Act is acquired by a public entity through a negotiated transaction, the special tax shall continue to be levied on the property acquired and shall be enforceable against the public entity that acquired the property.

In late-March 2022, the School District paid the delinquent installments of the CFD Special Taxes along with statutory penalties and interest (the “CFD Penalties and Interest”), and has asked the City to waive and refund the CFD Penalties and Interest.

City staff has informed the City Council that (1) the School District’s failure to pay the CFD Special Taxes in tax years 2018-19, 2019-20, 2020-21 and 2021-22 was a mistake and does not represent an inability to pay the CFD Special Taxes, (2) the School District has paid all CFD Special Taxes that are due, (3) the Act provides that it should be liberally construed in order to effectuate its purposes, and authorizes the City to take any actions and make any determinations that it determines are necessary or convenient to carry out the purposes of the Act and which are not otherwise prohibited by law, (4) Section 5.16 of the 2015 Fiscal Agent Agreement provides that the City may waive the CFD Penalties and Interest if to do so will not materially and adversely affect the interests of the owners of the 2015 Bonds, (5) a waiver of the CFD Penalties and Interest will not materially and adversely affect the interests of the 251
RESOLUTION NO. ________
owners of the 2015 Bonds because the penalties and interest are not needed to pay debt service on the 2015 Bonds or maintain the debt service reserve fund for the 2015 Bonds at its required level and (6) the special taxes on other parcels in the CFD were not increased as a result of the School District’s failure to pay its CFD Special Taxes when due, so none of the other property owners in the CFD will be adversely affected by a waiver of the CFD Penalties and Interest.

This Council published a notice of public hearing in The Valley Times on July 13, 2022, and held a public hearing on the date hereof about the School District’s request for the City to waive and refund the CFD Penalties and Interest, and, being fully informed on the topic, wishes to approve the waiver of the CFD Penalties and Interest and to direct staff to refund the CFD Penalties and Interest, after subtracting amounts incurred by the City to address the School District’s delinquencies and its waiver request.

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

1. Findings. The City Council hereby determines that the recital of facts set forth above is accurate.

2. Waiver of CFD Penalties and Interest. The City Council hereby determines that it is necessary and convenient and in the public interest to waive the CFD Penalties and Interest paid by the School District for tax years 2018-19, 2019-20, 2020-21 and 2021-22.

3. Direction to Refund the School District. The City Council hereby directs City staff to refund the CFD Penalties and Interest to the School District, after deducting amounts incurred by the City to address the School District’s delinquencies and its waiver request.

4. Actions. All actions heretofore taken by the officers and agents of the City with respect to the waiver and refund of the CFD Penalties and Interest are hereby approved, confirmed and ratified, and the proper officers and staff of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to accomplish the purposes of this Resolution.

5. Effective Date. This resolution shall be effective upon the date of its adoption.

On motion of Council Member _________________________, seconded by Council Member _________________________, the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
ABSTAIN: COUNCIL MEMBERS
252
RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_________________________ /s/ Jason Alcala___________
Marie Weber, CMC Jason Alcala
City Clerk City Attorney
253
CITY COUNCIL STAFF REPORT ITEM NO. 6.2
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Hearing to consider comments and protests relating to the disposition of City-owned property at 2324 Second Street (former SBC building) to Mr. Michael Messinger for the purposes of converting it from an office to restaurant use and a resolution approving the sale of the Property and authorizing the City Manager to execute the First Amendment to the Purchase and Sale Agreement with Michael Messinger to update the Schedule of Development.

RECOMMENDED ACTION
Staff recommends the City Council hear comments and protests on the following actions to be considered by the City Council relating to the disposition of city-owned property at 2324 Second Street (former SBC building), APN 097-0110-013-11, and adopt a resolution authorizing the following:

1. Final action to approve the sale of the Property as set forth by Government Code sections 37422- 37423; and

2. The City Manager to sign, on behalf of the City of Livermore, the First Amendment to the Purchase and Sale Agreement with Michael Messinger and all related documents necessary to effectuate the sale of the Property, subject to City Attorney form approval.

SUMMARY
On July 12, 2021, the City Council authorized execution of a Purchase and Sale Agreement (“PSA”) with Mr. Michael Messinger for the City-owned property at 2324 Second Street (formerly the "SBC" building).

The Purchase and Sale Agreement set forth conditions for the buyer to design and convert the vacant, underutilized building into a revitalized restaurant space that preserves its historic character and reflects the goals of the City's Downtown Specific Plan. The property continuously housed telephone operations from the time of its construction in 1928 until the City purchased the property in 2004. The design process for the new restaurant use is nearly complete, and staff now recommends City Council approve a First Amendment to the Purchase and Sale Agreement with Mr. Messinger to update the Schedule of Development and enable completion of the transaction. Staff also recommends City Council hear public comments and take final action to approve the property sale consistent with the disposition regulations in Government Code 37420.
254

DISCUSSION
On July 21, 2021, City Council approved a Purchase and Sale Agreement (PSA) which set forth the scope, timeline and conditions for the buyer to design, purchase and convert the property into a restaurant use that would preserve the historic character of the building and support the development goals of the Downtown Specific Plan. At that meeting, Council also initiated the disposition process for the city-owned property consistent with Government Code 37420.

The historic “SBC” building was constructed in 1928, to house a telephone repeater station. A large addition on the western portion of the building was constructed in 1967. Staff is currently reviewing Mr.

Messinger’s application for a Downtown Design Review and Certificate of Appropriateness to remodel the non-historic addition to the original building. The Downtown Design Review and the determination of consistency with the Secretary of the Interior’s standards for historic properties are both eligible for stafflevel approval. City and state historic standards require non-historic building elements to be clearly distinguishable from the original, so the newer portion of the building will be updated to a more modern design that is still consistent with the Downtown Specific Plan (DSP).

The proposed design includes a raised patio deck along Second Street and Livermore Avenue, new windows and entry doors, elevator access to all building levels, construction of a rooftop patio for dining, and landscaping and lighting enhancements that create synergies with the neighboring Peets/Tequila’s Taqueria restaurant building. Staff is working with Mr. Messinger on minor adjustments to ensure his design fully addresses the Downtown Specific Plan guidelines. The final design is anticipated to be approved at staff level in late July/early August and will promote the highest and best use for the property, preserve the building’s historic character, and contribute to the area’s revitalization through increased economic benefit and enhanced pedestrian activity. Proposed elevations are included in Attachment 1.

Staff recommends Council approve a First Amendment to the Purchase and Sale Agreement (PSA) which adjusts the Schedule of Development to enable the disposition process to be complete on the desired timeline. If City Council approves the Amended PSA, the following escrow conditions would be updated and required to be complete prior to transfer:

Buyer to secure design review approvals from City Planning Division in July 2022.

Buyer to submit a building permit application for all proposed structural and tenant improvements to the City Building Division by November 1, 2022.

Buyer to secure a determination of building permit application completeness from the City’s Building Official by December 1, 2022.

Close of Escrow/Transfer of Property to occur within 30 days of a complete building permit application, no later than December 31, 2022.

In conformance with Government Code Section 37420, staff recommends City Council hear any public comments on the sale and adopt a resolution to approve the disposition to Mr. Messinger. The amended PSA authorizes the City Manager to adjust the dates in the Schedule of Development with the exception of the closing deadline. The city will need to dispose of the Property prior to December 31, 2022, in order to meet the eligibility requirements for the exemption from current state surplus property rules in Government Code 54222 pursuant to Government Code 54234(b). Deviation from the disposition deadline would jeopardize development of the property as previously envisioned by the city. 255

FISCAL AND ADMINISTRATIVE IMPACTS
Under the terms of the PSA, the buyer has deposited into escrow earnest money in the amount of $50,000 as security for the buyer’s performance obligations. The deposit will be credited against the $860,000 purchase price to be paid to the City at close of escrow. The seller and buyer will split escrow closing costs and transfer fees as is usual and customary.

The building was originally purchased by the City in 2004 utilizing proceeds from a Certificate of Participation (COP) debt financing for $780,000 and held by the Redevelopment Agency. The disposition is allowed under the Long-Range Property Management Plan (LRPMP) approved by the Successor Agency Oversight Board through resolution NO. OB-033, and approved by the State Department of Finance. In accordance with the LRPMP, the city will be repaid the $780,000 prior to any net proceeds from the sale being directed to the county for subsequent distribution to the Affected Taxing Entities identified in the LRPMP. The City is also considered an Affected Taxing Entity and will receive approximately 17.56% of the net proceeds ultimately distributed by the county.

Sale of the property for the proposed use would provide an increased property tax benefit to the City in addition to long-term sales tax revenues generated from a new restaurant use.

ATTACHMENTS

1. Proposed Building Elevations

2. Resolution

3. Exhibit A - First Amendment to the Purchase and Sale Agreement with Michael Messinger Prepared by: Fran Reisner
Housing Programs Manager
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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Proposed Building Elevations
2324 Second Street
Applicant: Michael Messinger
View west from S. Livermore Avenue
View at corner of S.Livermore Ave. and Second St.

Architect: SZFM Design Studio
ATTACHMENT 1
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RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING FINAL ACTION TO DISPOSE OF
PROPERTY LOCATED AT 2324 SECOND STREET, AND EXECUTION

OF A FIRST AMENDMENT TO THE PURCHASE AND SALE

AGREEMENT WITH MICHAEL MESSINGER
On March 22, 2011, the former Redevelopment Agency (“Agency”) adopted Resolution No. RA-2011-05, transferring 2324 Second Street (APN 097-0110-013-00) (“Property”) from the Agency to the City of Livermore (“City”). On March 28, 2011, the Agency adopted Resolution No. RA-2011-07, ratifying the action to transfer the Property from the Agency to the City. The Agency transferred the Property to the City with the expectation that the Property would be utilized or disposed of for the highest and best use that would contribute to downtown revitalization efforts.

On July 25, 2011, the City Council authorized a solicitation for Letters of Interest to purchase and redevelop the Property into a use that meets the goals of the Downtown Specific Plan and enhances the City’s vibrant downtown. On November 14, 2011, City Council authorized execution of a Negotiating Rights Agreement with Michael Messinger (“Buyer”), the developer selected through the competitive process. The former Redevelopment Agency was dissolved by the State on February 1, 2012, and negotiations were suspended due to the uncertainty surrounding former RDA assets.

On May 5, 2012, the Oversight Board for the Livermore Successor Agency approved the City’s plan to retain the Property for a proposed disposition to the selected Buyer. This was incorporated into the Livermore Successor Agency’s Long Range Property Management Plan, which was subsequently approved by the State Department of Finance.

On November 23, 2020, City Council authorized City and Buyer to enter into a Negotiating Rights Agreement to negotiate a purchase and sale agreement for the Property, and City Council made the findings necessary to comply with Government Code section 37420 et seq., to initiate property disposition, and made the following findings:

1. The proposed sale is beneficial to the public interest, health, safety, convenience and welfare by enabling development that conforms to the Downtown Specific Plan and enhances the economic vitality of the downtown;

2. The proposed sale is for the public benefit because it will recapture the City’s investment and provide an additional economic generator for the City; and,

3. The proposed sale is necessary and proper pursuant to Government Code sections 37421, 37350, and 37651.
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RESOLUTION NO. ________
On July 12, 2021, City Council of the City of Livermore approved a Purchase and Sale Agreement with Mr. Michael Messinger that identified a timeline and development plan to facilitate the City’s desired use for the Property, and adopted Resolution 2121- 125 making the following findings pursuant to Government Code 54220:

1. The Property to be sold was included in the Long-Range Property Management Plan. The City entered into a binding Exclusive Negotiating Rights Agreement with the Buyer prior to December 31, 2020, and the Property will be disposed of prior to December 31, 2022.

2. The sale is therefore exempt from the new disposition requirements of Government Code section 54222, pursuant to Government Code section 54234(b).

On November 1, 2021, the State of California Department of Housing and Community Development approved the City’s determination of the exemption pursuant to Government Code section 54222, pursuant to Government Code section 54234(b), and confirmed its prior determination on August 2, 2021, that the Property is subject to the Surplus Lands Act prior to December 31, 2019.

The City and Buyer now wish to enter into a First Amendment to the Purchase and Sale Agreement to update and revise the Schedule of Development and take final actions to facilitate the Property disposition.

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

1. The City Council held a hearing to receive comments from the public and hereby takes final action to approve the sale as set forth by Government Code sections 37422-37423.

2. The City Manager is authorized to sign, on behalf of the City, the First Amendment to the Purchase and Sale Agreement with Michael Messinger, attached hereto as Exhibit A, and all related documents necessary to effectuate the sale, subject to City Attorney form approval.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on July 25, 2022, by the following vote:
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RESOLUTION NO. ________
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Jason Alcala___________ Marie Weber Jason Alcala
City Clerk City Attorney
Exhibit A – First Amendment to the Purchase and Sale Agreement with Michael Messinger
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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CITY COUNCIL STAFF REPORT ITEM NO. 6.3
DATE: July 25, 2022
TO: Honorable Mayor and City Council
FROM: Paul Spence, Community Development Director
SUBJECT: Hearing to consider a request for Site Plan Design Review and Vesting Tentative Tract Map to develop the northeast corner of Portola Avenue and Collier Canyon Road, which would implement the Isabel Neighborhood Specific Plan.

RECOMMENDED ACTION
The Planning Commission and staff recommend the City Council:

1. Adopt a resolution finding that the project is exempt from the California Environmental Quality Act, under CEQA Guidelines Sections 15182 (c) and 15183;

2. Adopt a resolution approving Vesting Tentative Tract Map (VTTM) 8613 – Subdivision (SUB) 21- 006, Site Plan Design Review (SPDR) 21-005; and Consistency Determination (CD) 22-001, together with the requested Density Bonus Waiver and incentive/concession, subject to the attached Conditions of Approval; and

3. Instruct staff to file a Notice of Exemption, in accordance with the provisions of the California Environmental Quality Act, subject to project approval.

SUMMARY
The Isabel Neighborhood Specific Plan (Specific Plan) guides development in the northwestern part of Livermore. It seeks to create a complete neighborhood with a mix of uses that is walkable, bikeable, and served by transit. The City Council adopted the Specific Plan and its Supplemental Environmental Impact Report in November, 2020. The proposed project is the second new development within the Specific Plan. The project proposes 299 total units, consisting of 89 for-sale condominiums and 210 rental apartments, with associated open space, landscaping, and parking improvements.

The project is consistent with the Land Use, Housing, Community Character, and Climate Change General Plan elements and will make progress towards Livermore's current Regional Housing Needs Assessment (RHNA) requirements. It implements Specific Plan policy, is consistent with all required development standards, and conforms to all required design standards and guidelines. The use and density are consistent and compatible with surrounding properties and the Livermore Municipal Airport, the site is of a size and shape that can accommodate the use, and the project will be adequately served 267
by all necessary utilities and services. The project conforms with the provisions of the CA Housing Crisis Act (SB 330) and state density bonus law. The CA Housing Crisis Act generally streamlines review and approval of residential projects, while the density bonus grants project incentives for providing a certain amount of affordable housing. The project is exempt from further California Environmental Quality Act review.

DISCUSSION

BACKGROUND
In November of 2020, the City Council adopted the Isabel Neighborhood Specific Plan (Specific Plan).

The Specific Plan covers approximately 1,138 acres in the northwest part of the city surrounding the Isabel Avenue interchange (see Attachment 7, Specific Plan Chapter 1, Figure 1-2, Planning Area, also referred to as the Isabel Neighborhood). The Specific Plan establishes the land uses, allowable densities, development locations, and necessary public improvements in the Isabel Neighborhood to create a complete and vibrant neighborhood with a mix of housing, businesses, and community uses.

The Isabel Neighborhood will address citywide goals by providing increased transportation options, housing choices, and supporting economic vitality. Residents and workers will have access to regional and local transit, a variety of amenities, and basic services for meeting daily needs, such as a nearby grocery store and restaurants.

The Specific Plan proposes development of a complete transit-oriented neighborhood that includes approximately 4,095 new attached single-family and multi-family housing units, approximately 1,000 of which will be affordable housing units. In addition, the Specific Plan includes approximately 1.97 million square feet of net new office, business park, and commercial development (including a neighborhood commercial center), three new neighborhood parks, pedestrian and bicycle facilities, and infrastructure improvements. Links to the Specific Plan and Environmental Impact Report (EIR) are provided in Attachments 7 and 8, respectively.

The Specific Plan is intended to streamline the city’s development review process for development of the type and character contemplated in the Specific Plan Area. However, all of the Plan’s development projects require review through the entitlement process.

PROJECT DESCRIPTION
The proposed project would develop the vacant site at the northeast corner of Portola Avenue and Collier Canyon Road with 299 total units, consisting of 89 for-sale condominiums and 210 for-rent apartments, in accordance with the Specific Plan. Condominium unit sizes range from approximately 1,600 to 2,400 square feet, while apartment unit sizes range from approximately 700 to 1,300 square feet. Of the total, 60 units will be reserved for residents with very low, low, median, and moderate-income levels and 51 will be designated as accessible. The project consists of 26 buildings with a maximum height of three-stories. Rental buildings will be clustered on the eastern part of the site and condominium buildings will be clustered to the west.

Pocket parks would be dispersed throughout the project, serving as common open space, while a pool deck, fitness center, and recreation center would provide a central gathering place and amenity for the apartment complex. Private open spaces would be provided on unit decks and balconies, and pedestrian connections would be provided along Montage Drive, Portola Avenue, and Dovecote Lane. 268
Condominium parking would be accommodated in each unit’s garage, apartment parking would be provided in a mix of garages and carports, and guest parking would be provided on surface lots. Public improvements include a new traffic signal, crosswalks, bus stop with elevated pad, a new bike lane, and a new driveway with curb cut.

The proposed project requires approval of:

1. A Vesting Tentative Tract Map (SUB 21-006), which establishes the site grading, circulation, public infrastructure, and parcel lines;

2. A Site Plan Design Review land use entitlement (SPDR 21-005), which is for review of the proposed site design, architecture, and landscape; and

3. A Consistency Determination (CD 22-001), which is a determination that proposed easement vacation is consistent with General Plan policy.

The Livermore Development Code requires Planning Commission recommendation and City Council approval for projects with subdivisions of five or more parcels. The City Council will operate in its quasijudicial role in reviewing the proposed project design, focusing its recommendation on project consistency with the Isabel Neighborhood Specific Plan, the General Plan, and any other applicable requirements. The City Council will consider the requirements of The Housing Crisis Act and State Density Bonus Law as required by California state law.

PROJECT SITE CONTEXT
The Shea Portola site is approximately 13 acres in size and located at the northeast corner of Portola Avenue and Collier Canyon Road (Attachment 3). The site is situated near residential uses to the north and west (Montage and Copper Hill), and office uses (Copper Hill Business Park and Lam Research) to the west and south. The project site is bounded to the north by Dovecote Lane and residential uses to the south by Portola Avenue, the east by Montage Drive, and the west by Collier Canyon Road.

The project site is currently undeveloped and gradually slopes towards Portola Avenue and Collier Canyon Road. Trees ring the periphery of the site while a majority of the parcel contains disked annual grassland. All surrounding properties are located within the Specific Plan.

PROJECT ANALYSIS
The following is a summary of the project's compliance with applicable state and local standards. For a complete analysis, please review the attached Planning Commission staff report (Attachment 1). The Planning Commission staff report includes further detailed context and analyses in its Attachment 1, titled Description Context and Analysis Memo.

Plan Consistency and Subdivision
The project is consistent with the uses and densities established in the General Plan and Specific Plan and supports General Plan and Specific Plan polices that seek to create a high-quality, walkable, infill neighborhood. The Transition and Village Specific Plan zoning districts, which are the Specific Plan’s lowest intensity residential designations, govern development of the project site. These districts are 269
applied to Specific Plan peripheries to ensure compatibility with nearby and existing land uses.

Accordingly, the district densities range from 15 to 25 dwelling units per acre for Transition and 25 to 40 dwelling units per acre for Village. The Transition district is applied to the northern portion of the project site, matching the Montage development, while the Village district is applied to the southern. Consistent with the County Airport Land Use Compatibility Plan, the project ensures airport operations remain uninhibited and residents are informed of their proximity to the airport and, therefore, may be exposed to related noise.

Proposed lot sizes and orientation are suitable to the residential use, and all lots will be accessible by foot, bicycle, and auto traffic. Pedestrian and bicycle connections are proposed that link the project to surrounding development. No traffic impacts beyond those identified in the Specific Plan EIR would occur and the site provides adequate bicycle and auto parking within required Specific Plan standards. A new bike lane will be installed along the project frontage. The bike lane will be physically separated from auto traffic, and a new bus stop pad will be installed, as contemplated by the Active Transpiration Plan and Specific Plan. Taken together, the project will accommodate all transit modes and will provide accessible connections to the existing neighborhood fabric. The project will be adequately served by utilities, the City's existing utility network can accommodate the incremental increase, and the site plan is designed to allow for sufficient emergency and waste vehicle access. Therefore, the project will not pose any risks to public health or safety.

Architecture and Landscape
The project proposes a highly detailed contemporary architectural style with design features and materials that will distinguish the Isabel Neighborhood and complement other development in the Specific Plan area. The project is similar in height to the neighboring Montage residential development.

Setbacks from Montage range from approximately 65 to 140 feet, ensuring sufficient light, air, and space between uses. The contemporary architectural style features varied building massing, high-quality materials, balconies, and numerous large windows.

Open space will be provided by parklets dispersed throughout the site, the common pool and recreation area, and private unit balconies, exceeding Specific Plan requirements. The project will remove 16 protected trees but will plant 444 replacement trees, which vastly exceeds that required by the City's tree preservation ordinance. The landscape plan includes large tree species at site corners, a broad branching double row of trees along street frontages, and soft and aromatic shrubs and vines. Ample shade will be provided at landscape maturity. Overall, the project exceeds the city's design requirements and provides high-quality architecture and ample landscaping.

Affordable Housing and Density Bonus
The project supports General Plan and Specific Plan affordable housing policies by providing a mix of housing types, including condominiums and rental apartments, a range of unit sizes, and supportive services for apartment residents. The project also supports the city's inclusionary housing ordinance by providing 60 affordable condominium and rental units for individuals and families of Very Low, Low, Median, and Moderate incomes. Affordable units are appropriately dispersed throughout the site and contain the same average number of bedrooms and bedroom to bathroom ratio as the market-rate units.

For the condominium units, the applicant is using State Density Bonus Law to strike the inclusionary housing ordinance requirement that each floor plan type contains affordable units. The applicant is instead consolidating all condominium affordable units into floor plan one, as allowed by State law and 270
the CA Department of Housing and Community Development. Through the use of state law, the project is providing smaller units on average than would normally be required under the City's inclusionary ordinance.

Sustainability
In support of the city’s General Plan, Climate Action Plan, and Specific Plan, the proposed project will incorporate sustainability measures into its construction and operations. For example, the project will use all-electric appliances and furnishings, proposes rooftop solar arrays, will utilize recycled water for all site irrigation, and proposes a number of electric vehicle charging stations. In this way, the project will help provide access to electric vehicle charging infrastructure and reduce residents' carbon footprint.

PUBLIC COMMENT
Prior to the Planning Commission meeting, staff received four phone calls and 11 emails from residents expressing questions and concerns with the proposed development (Attachment 10). All correspondence comprised of residents from the Montage neighborhood to the north. Subsequent to the Planning Commission packet's publication, staff received an additional 11 comments from Montage residents and included these comments in a supplemental packet presented to the Planning Commission on July 7, 2022 (Attachment 11). Prior to the Planning Commission meeting, staff and the applicant hosted a neighborhood meeting via Zoom with the Montage community to describe the project and answer questions. Approximately 45 residents attended and expressed concern with the proposed project. A summary of the neighborhood meeting was included in the Planning Commission supplemental packet (Attachment 11). Based on all correspondence and the neighborhood meeting, the Montage community's primary concerns are as follows:

1. Parking. Neighbors described existing challenges with lack of parking in Montage. Residents stated that students from Las Positas College and users of Cayetano Park use their guest parking.

Residents also states that not all Montage residents use their garages, particularly the tandem garages, for parking. The neighbors are concerned the Shea Portola project will increase the neighborhood’s parking challenges.

2. Architectural Style. The neighbors are concerned that the contemporary style does not match the existing more traditional Tuscan/ Mediterranean style of Montage.

3. Access. Neighbors are concerned that the new access road on Dovecote Lane will increase traffic in their neighborhood.

4. Construction. The neighborhood is concerned that the project will cause negative impacts during construction.

5. Screening. The neighborhood would like additional screening between the new project and Montage.

6. Apartments and Affordability Levels. Neighbors are concerned that apartments would lower their home values.

7. Build Quality. Neighbors are concerned with Shea’s build quality given that Montage construction issues resulted in a lawsuit.

8. Public Engagement. Residents are concerned that the Specific plan allows for apartments near existing condominiums and that they were not sufficiently informed/ involved during the planning process for the Specific Plan.
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Staff encouraged all neighbors to attend the Planning Commission and City Council public hearings.

PLANNING COMMISSION
The Planning Commission held a public hearing on July 12, 2022, to review the project. Approximately 40 members of the public attended the Planning Commission meeting, asked questions, and expressed concern with the project. The concerns mirrored those expressed in the public comments and neighborhood meeting, as described above in the Public Comment section of this report. The draft meeting minutes (Attachment 2) include the summarized testimony and discussion. The Planning Commission voted unanimously to recommend finding the project is exempt under the California Environmental Quality Act and to approve the project with four recommendations, which have been incorporated into additional conditions of approval by staff, as follows:

1. Prior to Final Map/ Improvement Plan approval, applicant shall revise the landscape plans to include a continuous row of trees in the landscape strip between the Portola Avenue curb and sidewalk. For purposes of this condition, “continuous row” shall mean: Chinese Tallow trees spaced not more than 40 feet on center, as approved by the Community Development Department Director.

2. Prior to Improvement Plan approval, applicant shall revise the plans to add one additional pedestrian connection to Portola Avenue, located between the main Project entrance (Parcel A of VTTM 8613) and the existing pedestrian connection to Portola Avenue. In addition, a separate pedestrian connection shall be added in the northwest part of the site that connects to Collier Canyon Road, as approved by the Community Development Department Director.

3. Prior to Improvement Plan approval, applicant shall revise the landscape plan tree schedule to replace smaller trees species (e.g. Weeping Botlebrush, Crape Myrtle, Sweet Bay, Hollyleaf Cherry) with larger tree species planted in the Montage development (e.g. Camphor, London Plane, Tulip, Southern Magnolia, Locust). Larger trees shall be located in prominent locations and sited appropriately to ensure adequate spacing and growth. Landscape plan shall maintain tree variety and hierarchy, as approved by the Community Development Department Director.

4. Prior to Improvement Plan approval, applicant shall revise the retaining wall design along Portola Avenue to soften its appearance. Softening techniques could include wall plane changes to create additional landscape pockets, as approved by the Community Development Department Director.

In addition, applicant shall revise the landscape plan to replace all retaining wall Bougainvillea vines with Lady Banks Roses.

The proposed additional conditions of approval support the Site Plan Design Review findings that require the project's architectural design to be of a reasonable aesthetic quality and compatible with adjacent developments [LDC 9.07.050 (C) (2) (3)]. In addition, the conditions of approval are consistent with the citywide Design Standards and Guidelines that ensure a project's landscape design creates an attractive aesthetic environment and is in scale with surrounding development [DSG (D) (1.1) (1.3)]. Given that the proposed project is sited between existing residential and a major street, will be highly visible from public areas, and that the retaining wall and trees are proposed as part of the project, there is nexus to require the conditions of approval listed above. For these reasons, staff supports the proposed Planning Commission recommendations included in the Planning Commission project resolution (Attachment 16, Exhibit A to the Resolution), and they are incorporated into the conditions of approval (Attachment 5). 272
In response to community feedback at the neighborhood meeting and Planning Commission meeting regarding automobile parking, staff recommends the following additional condition of approval:

1. Prior to Improvement Plan approval, applicant shall include on the plans street parking along Collier Canyon Road and Portola Avenue, in locations that would not jeopardize public health and safety, as determined by the City Engineer. The street parking design shall include street trees and shall be provided in addition to the class IV bike lane. Further, applicant and the city shall cooperatively explore traffic calming measures to reduce vehicle speeds in the vicinity of the project site.

The condition would require on-street parallel parking with planted tree wells along project frontages. The parallel parking would be provided adjacent to the travel way, in addition to the required class IV bike lane. The parked automobiles would function as the required buffer between auto traffic and cyclists, as contemplated by the CA Department of Transportation’s bikeway guidance [CA DOT Design Information Bulletin 89-01]. Based on preliminary staff analysis, there is enough right-of-way width along the project frontage for a class IV bike lane and street parking, and the project frontage could accommodate approximately 25 stalls, accounting for required parking dimensions, transition areas near cross streets, and landscaping. The proposed street parking would be available for public use and would not increase the project’s onsite parking ratios. Each stall could also be used by project residents or guests, adding parking options for the proposed development.

The proposed design is consistent with Specific Plan policy that contemplates street parking [INSP PTRA-26] and supports the required Site Plan Design Review findings that call for projects to avoid being detrimental to adjacent properties and to be harmonious with existing development [LDC 9.07.050 (C) (2) (3)]. Adding additional parking stalls adjacent to the project site responds to neighborhood concerns that the project lacks sufficient parking. The City Council approved a similar design with the Auburn Grove development along First Street and the applicant has agreed to the proposed condition. For these reasons, staff recommends the City Council approve the project with the added condition above, which has been incorporated into the project conditions of approval (Attachment 5).

ENVIRONMENTAL DETERMINATION
As described in the Environmental Resolution (Attachment 13), the project is exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15182 (c), which exempts residential projects that implement a Specific Plan, and section 15183, which exempts projects consistent with a Zoning Action.

FISCAL AND ADMINISTRATIVE IMPACTS
There are no significant fiscal or administrative impacts associated with the project. Staff time allocated to land use entitlement review is offset by required entitlement application fees. The incremental increase in demand for water, sewer, and stormwater services will be offset by required impact fees and utility connection fees.

All new onsite streets, parks, and landscaping will be privately maintained by the project’s Homeowners’ Association (HOA). The stormwater retention areas will be privately funded. As is the City's practice, 273
onsite water and sewer lines would be maintained by the city, the costs of which will be covered by user fees.

ATTACHMENTS

1. Planning Commission Report

2. Draft Planning Commission Meeting Minutes 7-12-22

3. Location Map

4. Development Plans

5. Conditions of Approval

6. Density Bonus Request

7. Specific Plan Link

8. Specific Plan EIR Link

9. INSP Land Plan

10. Public Comment

11. Planning Commission Supplemental Materials

12. Public Comment Received

13. Resolution - CEQA

14. Exhibit A - Planning Commission Resolution 14-22

15. Resolution - Project

16. Exhibit A - Planning Commission Resolution 15-22

17. Exhibit B - Conditions of Approval
Prepared by: Jake Potter
Associate Planner
Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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PLANNING COMMISSION STAFF REPORT ITEM NO. 3.1
DATE: July 12, 2022
TO: Chairperson and Members of the Planning Commission
FROM: Steve Stewart, Planning Manager
SUBJECT: Hearing to consider a request for Site Plan Design Review and Vesting Tentative Tract Map to develop the northeast corner of Portola Avenue and Collier Canyon Road. The development includes 299 total units, consisting of 89 for-sale condominium units and 210 for-rent apartments. The project includes 60 affordable units, 51 accessible units. All residential buildings would be three-story. The applicant has submitted for a density bonus under Government Code section 65915.

RECOMMENDED ACTION
Staff recommends the Planning Commission adopt the attached Resolutions, recommending the City Council:

1. Adopt a resolution finding that the project is exempt under the California Environmental Quality Act, in accordance with CEQA Guidelines Sections 15182 (c) and 15183;

3. Instruct staff to file a Notice of Exemption, in accordance with the provisions of the California Environmental Quality Act, subject to project approval.

SUMMARY
The Isabel Neighborhood Specific Plan (Specific Plan) guides development in the northwestern part of Livermore. It seeks to create a complete neighborhood with a mix of uses that is walkable, bikeable, and served by transit. The City Council adopted the Specific Plan and its Supplemental Environmental Impact Report in November, 2020. The proposed site and project is the second new development within the Specific Plan. The project proposes 299 total units, consisting of 89 for-sale townhomes and 210 rental apartments, with associated open space, landscaping, and parking improvements. Development plans are shown in Attachment 5.

The project is consistent with the Land Use, Housing, Community Character, and Climate Change ATTACHMENT 1
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General Plan elements and will make progress towards the city's current Regional Housing Needs Assessment. The project implements the Specific Plan, is consistent with all required development standards, and conforms to all required design standards and guidelines. The use and density are consistent and compatible with surrounding properties and the Livermore Municipal Airport, the site is of a size and shape that can accommodate the use, and the project will be adequately served by all necessary utilities and services. The project conforms with the provisions of the California Housing Crisis Act and state density bonus law and is exempt from further California Environmental Quality Act review.

DISCUSSION

BACKGROUND
In November of 2020, the City Council adopted the Isabel Neighborhood Specific Plan. The Specific Plan covers approximately 1,138 acres in the northwest part of the city surrounding the Isabel Avenue interchange (see Attachment 7: Figure 1-2, Planning Area, also referred to as the Isabel Neighborhood).

The Specific Plan contemplates future land uses and public improvements in the Isabel Neighborhood to create a complete and vibrant neighborhood with a mix of housing, businesses, and community uses.

The Specific Plan is intended to streamline the City’s development review process for development of the type and character contemplated in the Specific Plan Area. However, all of the Plan’s development projects require review through the City the entitlement process. This project is the second residential Specific Plan project.

DESCRIPTION, CONTEXT, AND ANALYSIS
For a complete project description, site context, and analysis of applicable state and local standards, please review the attached Description, Context, and Analysis memo (Attachment 1). An aerial map of the project site can be found in Attachment 12.

ENVIRONMENTAL DETERMINATION
As described in the Environmental Resolution (Attachment 2), the project is exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15182 (c), which exempts residential projects that implement a Specific Plan, and section 15183, which exempts projects consistent with a Zoning Action.

ATTACHMENT 1
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ATTACHMENTS

1. Description Context and Analysis Memo

2. Environmental Resolution

3. Project Resolution

4. Conditions of Approval

5. Development Plans

6. Density Bonus Request

7. Specific Plan Link

8. Specific Plan EIR Link

9. INSP Land Plan

10. Public Comment

11. Shea Development Agreement with Amendments

12. Location Map
Prepared by: Jake Potter
Associate Planner
ATTACHMENT 1
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PLANNING COMMISSION MINUTES 1 June 21, 2022
DRAFT

PLANNING COMMISSION

SPECIAL MEETING MINUTES
July 12, 2022

1. CALL TO ORDER – The meeting of the Planning Commission was called to order by Chairperson Steven Dunbar at 7:00 p.m., via Zoom teleconferencing.

2. ROLL CALL – Present were Chairperson Steven Dunbar, Vice Chairperson Daniel Leary, CM Jacob Anderson, CM Evan Branning, and CM John Stein.

Also present: Planning Manager Steve Stewart, Principal Planner Steve Riley, Principal Planner Ben Murray, Senior Assistant City Attorney Kim Cilley, Associate Planner Jake Potter, Senior Associate Civil Engineer Debbie Salgado, and Division Clerk Michele Donley.

3. SPECIAL MEETING ITEM

AN OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE PLANNING

COMMISSION REGARDING THE SPECIAL MEETING ITEM WILL BE
PROVIDED BY THE CHAIR.

3.1 Hearing to consider a request for Site Plan Design Review and Vesting Tentative Tract Map to develop the northeast corner of Portola Avenue and Collier Canyon Road. The development includes 299 total units, consisting of 89 for-sale condominium units and 210 for-rent apartments. The project includes 60 affordable units, 51 accessible units. All residential buildings would be three-story. The applicant has submitted for a density bonus under Government Code section 65915.

Recommendation:

Staff recommends the Planning Commission adopt the attached Resolutions, recommending the City Council:

1. Adopt a resolution finding that the project is exempt under the California Environmental Quality Act, in accordance with CEQA Guidelines Sections 15182 (c) and 15183;

2. Adopt a resolution approving Vesting Tentative Tract Map (VTTM) 8613 – Subdivision (SUB) 21-006, Site Plan Design Review (SPDR) 21-005; and Consistency Determination (CD) 22-001, together with the requested Density Bonus Waiver and incentive/concession, subject to the attached Conditions of Approval; and
ATTACHMENT 2
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PLANNING COMMISSION MINUTES 2 June 21, 2022
DRAFT

3. Instruct staff to file a Notice of Exemption, in accordance with the provisions of the California Environmental Quality Act, subject to project approval.

Associate Planner Jake Potter gave a PowerPoint presentation regarding the Shea Portola project that implements the Isabel Neighborhood Specific Plan. He gave a background of the Specific Plan, goals of the plan, the project proposal for 299 units, pocket parks, a pool and recreation exercise area, Class III and IV bike lanes, a new traffic signal and bus pad, and the Commission is reviewing the plan for consistency with the Specific Plan and any other applicable standards and making a recommendation to the City Council.

He then displayed and described the site plan, points of access, location of condos and apartments and internal streets. He described the density at 25 units/acre, the buildings’ three-story heights and buffer space between the two projects, displayed images of structures, architecture, proposed landscaping, project exceedances for open space, public art, parking requirements which is met by the project, affordability levels, how the project is affected by State density bonus law, the project’s inclusion of sustainability measures relating to purple pipe, solar/PV, EV charging stations, electric appliances, and its location near the rapid bus lines.

Mr. Potter then described the specific plan’s adoption, re-adoption with 2020 with Valley Link, and establishment of density and land use requirements for the site. Staff hosted a neighborhood meeting with the applicant last night and 45 residents attended and voiced some concerns relating to parking, architectural style, and access and screening. He described the various plans the project conforms to and staff recommends the Planning Commission adopt the resolutions in the packet.

David Best, Shea Homes, introduced Jeff Melrose with Shea Properties who is present, said Shea Homes will be the developer of the condo project and Shea Properties will develop the apartments, as they are sister companies. Also in the meeting are TSA Architects for the apartments, KTGY Architects for the condos, Nicki Wu from C-2 Collaborative for the landscape architecture, and McKay and Somps for the civil improvement work. He thanked the Commission and staff for their work on details since last year, and thinks the project is nice, meets requirements of the Specific Plan, and hopes for approval tonight.

Chairperson Dunbar asked and staff described the Commission’s role and limits of discretion, and provided the definition of “ministerial”, meaning there are a set of findings or facts the State has established which, if they are able to be made, the City is obligated to approve those components of the project.

Chairperson Dunbar opened the public comment period.

Peter Kolack writes, “This body has a responsibility to the local residents--Montage especially. We should have a say in what connects next to our property.” ATTACHMENT 2
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PLANNING COMMISSION MINUTES 3 June 21, 2022
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Robert Liu writes, “Hello. How many residents of our Montage community attended this meeting today?”
Peter Kolack writes again, “Why was this not held at the meeting hall for us to voice our concerns in person. Apartment housing statistically increases crime, traffic and lowers property values. This will hurt our community at Montage. Why did this body not come and hold a meeting at both Ivy and Montage to get feedback in person versus putting up a sign up quickly and trying to jam this project through? I want to actually comment and not ask a question.”
Sunny Singh writes, “Conflict of interest—Shea’s representative is a boardmember of the Livermore City Chamber of Commerce which provides Shea an advantage and leverage over other builders and the general public to influence the decision. Shea has more access to the City officials than the general public does. I have an example. If you would like me to elaborate I can. Cart in front of the horse in this plan of high-density planning is sold based on the Valley Link project and which is being sued by many communities.

Should we wait for the Valley plan to finalize and deploy before we paddle to the middle on building apartments? Has the City performed any research? Shea has a monopoly in this part of town and they are building very bad quality residents’ areas. More developers should be brought in and there should be healthy competition.” Robert Liu writes again, “We, Montage residents do not allow open the in and out gates on Dovecote Lane for Shea’s new project.”
Erika Conner writes, “I’m not going to say that parking isn’t going to be a problem. This was Dave Best of Shea’s own statement to us last night. Shea does not care about this community and I respectfully ask that you do research before approving this plan. Has parking been evaluated beyond what was stated tonight? There isn’t enough. A mere 1.5 parking spots isn’t enough. Has traffic and safety been evaluated? No. This plan was approved when BART was still coming and it no longer is. Dublin has done the same thing with apartments and has seen an increase in crime. Have you evaluated what that will mean when you add more residents in high density but don’t have the emergency resources to support? We spent years in a lawsuit with Shea in Montage because of their horrible and faulty safety. Please do what is best for this community and thoroughly evaluate what this plan means—not just approve it because you feel it meets requirements. We are Livermore residents who care about this community. This is about cash for Shea.”
Marcy writes, “When I purchased my home this parcel was meant for retail per Shea. The next time I heard about development of the area was as part of the BART project. It was not clear which parcels would be developed on in communications with the BART project including homes, retail, BART, parking, etc. I did submit concerns. Then the BART project got canceled. There were no further communications and now we are being told about these new homes on the retail parcel. This seems like a bait and switch.” ATTACHMENT 2
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Tim Parsons writes, “Shea has a very poor track record for meeting the standards set in their own specifications for wall thickness. Will you hold their feet to the fire?” Vien Ngo writes, “Are the townhome apartment plans final or can they still be changed? Can the secondary entrance be redirected off Collier Canyon? Can this be walled off to separate Montage to the new development?”
Barbara Robinson writes, “Most of the new proposed condos are tandem parking. We have that in our community and people don’t park two cars in the garage. Tandem parking is essentially one car. Parking is a problem.”
Lucas W writes, “Are there any conditions that can be added based on the concerns brought up from the previous meeting before approval? Concern that there won’t be any changes made to the plan before approval.”
Anonymous Attendee writes, “I would rather see all condos in our community. We live in a beautiful, quiet community. I don’t want to see our community lose value. Parking is already a problem.”
Yanti writes, “When we purchased our home at Montage Shea Homes mentioned the land would be for light retail, not new home development. This plan will increase high, denser community. Also, Shea is not a great builder. We had a water leak because of the patio defect this builder did. Our plea was ignored. Please don’t just approve this builder but investigate. We’d rather have business retail like small restaurants than another community by Shea Homes.”
GK Chandra writes, “In the midst of the multi-year drought, how does the City plan to ensure there is enough potable water as the water supply depends on wells and treatment by Zone 7. Water quality is not great to start with. This project will impact the finite water resource all Livermore will depend on in the future.”
Chairperson Dunbar closed the public comment period and returned to Commissioner discussion.

Commissioner Branning thanked the public for their comments, understands the neighborhood is passionate about this project, and said it is the Commission’s role to determine whether the project meets the requirements set forth by the City Council, the State, and Specific Plan.

When talking about concessions, some are by right and some are at the Commission’s discretion, and he asked staff to describe these differences.

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Mr. Potter said the density bonus is a state law which has a goal to encourage the production of affordable housing. In exchange for higher percentages of affordable housing on the project site, State law gives developers a series of benefits. Those generally include 1) increased amounts of units on the site but this is not proposed this evening; 2) waivers of development standards that would preclude the project from reaching the allowed density; and 3) incentives or concessions for the developer that would aid in reducing costs for the project. Those incentives, concessions and waivers are ministerial or by right. If the findings or facts the State establishes can be found, the City is obligated and must offer or approve those incentives or concessions/waivers.

Commissioner Branning asked staff to describe the concessions on the setbacks.

Mr. Potter explained the setback waiver being requested is to remove a standard for interior lot line setbacks. This only applies to the units that are on alleyways on the townhomes or on the inside of the site. The Specific Plan would require a 10-foot setback from those alleyways and the applicant is requesting relief from the density bonus request. This would be similar in how the Montage development and other condo projects are designed throughout the City.

Commissioner Branning asked if the setbacks would be noticeable to the average person if they were from the outside looking in or when driving through the project. Mr. Potter stated “no”.

Commissioner Branning said the other is a concession related to standards that state there should be a comfortable set of affordable units that match with the quality, and size and general floor plans of the other units. It sounds as if they will match, but the difference is that their floor area will be smaller, and Mr. Potter confirmed this is correct.

Commissioner Branning said he has concerns with this, noting that it has been shown that integrated communities help people who are struggling to improve their life to build themselves up and to transition from lower income, poverty or even homelessness to the opportunity to live a comfortable, middle-class life. In there, we said and decided collectively as a City that they do think they value everyone equally in the city. Therefore, he is concerned that when they go to the townhomes, they will give the same number of people the opportunity but they will provide smaller units for those getting a subsidy. So, he asked how this project serves as a better project by changing the floor plans available to those purchasing the condos.

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Mr. Potter replied that this is a matter of State density bonus law which does not address the quality of units. It addresses quantity of units. Through the law, the applicant is providing that 20% threshold of affordable units. This is the reason they qualify for two incentives or concessions that they can apply to any development standard. Staff did confirm and discussed with HCD that this is an appropriate use of the law because three findings could be made that the proposed waiver of standard would not be contrary to federal law which it is not. It would not negatively harm the environment. The third is something HCD emphasizes; that the waiver of that standard does result in financial savings, and that is the case here. Because those three findings can be made, the City is obligated to approve that in this case.

Mr. Best explained that he appreciates Commissioner Branning’s comments. He clarified it is just the condo project asking for this concession. In the case of the condos, the provision of 20% of the project as affordable equals a $7 million subsidy on the developer, so it is not insignificant with their proposal to do all Plan One’s. If they were to do a representative mix of the other floor plans, that subsidy would go up significantly. So, the difference in units is not as large as what Commissioner Branning might envision. The Plan One is a 3/3 and 1,600 s.f. Plan Two is 2/2 and 1604 s.f., Plan 3 is 2/2 ½ and 1700 s.f. Therefore, these are comparable to the units offered as affordable. The rest of the floor plans of Four, Five and Six are a bit larger. Four is 1900 s.f., Five and Six are 2,400 s.f. There are only 14 Plan Five and Six in the entire project. Therefore, they felt it was reasonable.

Commissioner Branning thanked Mr. Best for his explanation and said he would encourage the applicant to consider looking at some of the other floor plans, if possible.

He said many people have commented or questioned parking and traffic. He believes there is not a specific traffic study for this project, and he asked and confirmed there was one done for the Isabel Neighborhood Specific Plan at buildout. He asked if they can say whether there will be significant changes in traffic or parking from this project.

Mr. Potter said there will be no significant impacts beyond those previous identified in the Specific Plan’s EIR.

Commissioner Branning said for the Specific Plan EIR, he asked if this land was anticipated for slightly more units, and Mr. Potter said yes; up to 420 units and this project would not cause parking impacts to be more but less than anticipated.

Commissioner Branning said he lives in a condo and parking impacts vary. He asked if this project exceeds the City’s parking standard for a project of this size.

Mr. Potter said the project meets both the minimum and maximum standards established in the Specific Plan and on par with what would be seen in the plan and is above the minimum required.

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Commissioner Branning referred to the comment about water and he commented that it is the people in the building using water and not the building which has a negligible effect.

Regarding the design, it matches closer to Sage to the south than it does to Montage in the north. He is not a fan of the design choices made here, and recommended reconsidering something that looks more classic architecture with softer angles and less contrasting colors.

Commissioner Stein asked staff to explain what the Commission’s limit of discretion are on parking and density around this location relating to bus routes. There are some state requirements within a certain distance of rail stations, although there is none and there may never be one. Since He believes Bus Route 30 havs15 minute headway, during the day and weekdays qualifies.

Mr. Potter explained the Commission’s role as quasi-judicial and making sure this project conforms to the standards the Council previously adopted. With respect to density, it is units/acre. With respect to parking, the Council established those standards in the Specific Plan, so the Commission should make sure this project meets those standards.

Commissioner Stein stated there are also additional constraints supplied by SB 330 which prevents the City from changing those standards in any meaningful way and timeframe.

Mr. Potter confirmed and said SB 330 does establish objective design requirements.

Commissioner Stein asked what are the Commission’s limits of discretion in terms of design review and at what time does that occur beyond staff level.

Mr. Potter said the primary focus is on design and this is what this application is for. The Commission should look at architecture, landscaping, and site design. There are some State law limitations, namely SB 330 which requires the City use objective design standards and the applicant has submitted the application under SB 330.

He clarified that if the Commission would like to see different window or entry way treatment, roof eaves or changes in landscaping, he said this is within the realm of discussion for the Commission, as long as it would still be in conformance with the Isabel Neighborhood Specific Plan and overall design standards and guidelines of the City, and if it is part of the findings or facts the Commission must make in order to approve the project.

Commissioner Stein asked Mr. Potter to go over the internal circulation and how the entrance and exits onto Dovecote Lane and Portola Avenue and onto Collier Canyon which is not proposed. He believes the first illustration presented was the main entrance off Portola Avenue and he asked and confirmed there will be a stop light there.

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Mr. Potter displayed the site plan and pointed to the traffic signal location, the primary entrance into the project site, the new road accessing both the condo side and the apartment side. There is also secondary access at the northeast corner of the project site along Dovecote Lane and the third is the EVA which can only be accessed during emergencies; however, it will be open to pedestrians and bicyclists to come through the site down towards Portola.

Commissioner Stein referred to the Dovecote Lane entrance and asked and confirmed it was both left and right turn. He noted Dovecote is not a major or collector street, nominally two lanes but there is a lot of head-in parking and numerous driveways. Therefore, he believes this small section between there and Montage is going to possibly be heavily impacted.

He asked if the reason for not extending an entrance or exit to Collier Canyon is because of traffic concerns with the college. Mr. Potter deferred to Senior Civil Engineer Debbie Salgado.

Senior Civil Engineer Debbie Salgado said the Specific Plan called for access off Portola Avenue and did not contemplate any access off Collier Canyon Road at the time. It also has an elevation difference and is located at the low point of the project so everything pointed to a design that calls for an access off Portola Avenue and, because the low point is at that corner, it necessitated storm drainage treatment at that low point of the project.

Commissioner Stein cited the number of comments about construction quality of the Montage project and asked if this is an issue given claims of a lawsuit.

Planning Manager Steve Stewart noted this was a civil matter and not in the purview of the City.

Commissioner Stein stated the Specific Plan had a minimum requirement for affordability and he asked how this project meets that. Mr. Potter stated the minimum requirement is 20% of units must be allocated to affordability, and the project meets this.

Commissioner Stein asked if there are architectural differences between the various apartment buildings, given there are 10 pods or units. Mr. Potter stated there are two different building types; a 10-plex and a 20-plex. The buildings are further differentiated down to the unit level with substantial massing changes at each unit, both horizontal and vertical, different roof planes and colors and materials. On the site, there are also different orientations of the 20-plex. Fronting Portola Avenue there will be some side elevations of the 20-plex that face the street as well as some front elevations and this works to create variety and visual differences around the site.

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Commissioner Stein said relating to the suggestion that the plantings include California natives indigenous to the area and pollinators, he noticed the trees include the California Sycamore and Holly Cherry which are native, although the Holly Cherry is the Catalina Islands, Baha and Southern California. He asked what other species are native to California and what percentage of the plantings are native or pollinators.

Mr. Potter stated he was unsure of the percentage, but there are other California natives like Coast Live Oak, Berkeley Sedge shrubs and a few others. He believes the applicant could provide more information on this.

Commissioner Stein said he saw no Coast Live Oak but he did see English Oak and asked if this was included later. Mr. Potter said both should be included on Sheet L-26 within the tree schedule.

Commissioner Stein said he saw that Bougainvillea is suggested as a vine and because of hard frosts, it might not survive and suggested they be substituted with Wisteria or Dutchmen’s Pike, Lady Banks Roses or some other vine, or at least limit them to southern face walls with significant thermal mass.

Lastly, a large percentage of the trees are small whereas buildings are tall. Major street trees are large but shade trees like Weeping Bottle Brush, Holly Cherry and Purple Plum are only 15 to 20 feet high. He asked to see some of the trees larger. He walked the Montage project and that seems heavily landscaped with large trees, drought tolerant and some of the existing trees have died over the 15 years and had to be replaced with other species. He suggested identifying what has done well in the Montage project and replace some of the smaller trees with larger ones that fit more in scale with 3-story buildings. The Brisbane Box tree is huge and it grows as high as 150 feet and spreads, yet it is mentioned as a columnar tree which will require a lot of pruning.

Overall, he would like to see something more muted and less contemporary, low maintenance and austere in terms of color palette and design features for entryways, window treatments that fits better with the Montage project and character of the community.

Commissioner Anderson commented that he understands passions are high but asked people do not use the Q&A feature to insult fellow Commissioners. Regarding retail versus housing on the site, the Isabel Neighborhood Specific Plan was developed with the assumption that BART would come but it did not.

Regarding concerns about parking at Montage by the college, he asked and conformed signage could be installed that states guest parking is only for guests of this development, as well as for the Montage development depending upon whether parking is on a public or private property.

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He asked when the last time an apartment building was built and operational and questioned the timeline for each phase of the development. Mr. Potter stated the applicant indicates they will construct the condo phase first on the western part of the site and then the luxury apartments second; however, he was not sure if they have more specifics on their proposed timeline for construction.

Mr. Best replied that their intent would be to construct the main entry road, major infrastructure and retaining walls first for the condo site and sometime soon after that, the apartment builder will come in and generally the units are built all at once as one large project, but he was not sure of the timing but thinks it will be either next year or the year after. Once the infrastructure of the condo project is done, most likely in the summer of next year they will build the condo buildings one at a time as the market demands.

Mr. Stewart referred to apartment construction and the City has 171 apartments in the Brisa Neighborhood Plan at the corner of Brisa and Vasco next to the Ace Station which were finished 3 to 5 years ago. In the pipeline nearing and under construction are the Legacy Apartment downtown with 222 units, Avance development with 44 units for special needs folks, and the Vineyard 2.0 now under construction on Livermore Avenue which are coming.

Commissioner Anderson asked and confirmed with Mr. Potter that each phase meets the requirements individually with respect to densities and design guidelines. He asked if the project will be using electric heat pumps for heating. Mr. Potter said he would defer to the applicant but as a requirement of the project, there will be no gas fixtures.

Mr. Best stated they will not plumb gas into the community. As far as the appliances, they will be all electric. Right now, the only technology for heating is heat pump. As far as hot water, there is an electric hot water heater, but if they were to do a tankless hot water heater this it would be a significant hit to their energy consumption in total.

Commissioner Anderson asked for the widths of the internal sidewalks and believes per the development code they are supposed to all be 5 feet. Mr. Potter said they range between 4 and 5 feet in width. As a condition of approval, the City has required an ADA certified plan checker review the plans to ensure they will conform to all ADA standards.

Commissioner Anderson said he loves the architectural style, could agree there might be some color changes to help transition but he thinks it is good for Livermore and meets some of the other newer buildings recently seen. The massing is broken up well, amenities look wonderful, thinks bike parking is in the appropriate locations, appreciates the inclusionary affordable housing and recognizes the law, and using solar as shade structures is great as well as EV capable garages.

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Regarding his concerns, pedestrian circulation and the sound wall on Portola Avenue go against the City’s design standards and guidelines. He referred to Chapter 9, Goal 3 which is to enhance the appearance of new and existing streets by improving roadway landscape treatments and including plantings, paving, lighting, and signs. He recited Chapter 9, part c, 5.1.1; “Sound walls shall be installed with a landscape element between the sound wall and sidewalk” which he did not see.

Chapter 9, part c, 5.1.6; “The landscape area between the sound wall and the sidewalk should include sufficient landscape materials….to soften the visual impact of the sound wall.” He referred to 5.1.7; “The height and massing of the landscaping should graduate up from the street towards the wall with larger, taller plants located adjacent to the wall.” Examples of this done well include Mines, First Street, and Arroyo.

Mr. Best said the laws Commissioner Anderson referred to are those for sound walls and not retaining walls. He displayed the wall along Portola Avenue and the top of the wall is at grade with the bottom of the building. It is a retaining wall necessary to take up grade on the side. There is 30 feet of grade drop from the east side to the west side and about 15 feet of grade from the north to the south, so the southwest corner of the project requires tall retaining walls. In order to soften these, they have terraced the walls, so the lower wall will only be 4 feet tall at its maximum and the upper wall will be from 2 to 4 feet. In between, they will plant vines so they will have planting along both walls to help with screening.

He noted sound walls are typically 6 to 8 feet tall and, in this case, there will be two terraced walls that will have 3 feet of planting in between them to soften the feel. They also plan on heavily planting the space in between the two walls as well as on the ground to provide green screens for it. There is no way to build this project without that wall.

Commissioner Anderson disagreed and said he thinks ivy is not a good planting because it also attracts rodents and other pests.

He then recited standards and guidelines, Chapter 2 Goals, D and G relating to the pedestrian realm and facilitation of multiple modes of circulation and he thinks there are minimal entrances and exits for pedestrians from the site.

Regarding K, encourage green building design, alternative modes of transportation that emphasizes convenient connections to sidewalks, bike paths and trail networks, as well as to transit stops. Chapter 3 under basic principles, F to implement design solutions that provide amenities, maximize access and optimize the use of new development by pedestrians.

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He then referred to the Development Code 1.01.010, B, and recited numbers 4 and 6 relating to multi-modal transportation options and promotion of a pedestrian oriented environment, Development Code 2.01.020, site planning and subdivision design standards for all zones, A, number 3 regarding connectivity to adjacent streets external to the subdivision to provide multiple routes for pedestrian and vehicle trips. He also referred to and recited 4.04.070, parking standards, part B regarding pedestrian walkways and bike paths.

Commissioner Anderson reiterated that the City’s code emphasizes getting people to use walking and biking for transportation. This development has characteristics of a car centric development and he did not believe it was pedestrian-friendly. There are few entrances and exits onto Portola Avenue and the northeastern corner has no access to the apartment complex.

Vice Chairperson Leary referred to public comments included in the Commission’s packet and one suggested this area should be a shopping and dining district. He noted that very close to this site will be a new neighborhood commercial development at the intersection of Main and Gateway as well as some ground floor retail behind it which will be 1/3 of a mile away.

He commented that adding more units will detract from the beauty of the area and he asked to review Figure 4.1 in the Isabel Neighborhood Plan which focuses on the open space and recreation provided in the plan which will be about 200 acres. Much of it is centered around this project. A loop trail will go all he way around that starts off along Collier Canyon Creek and it comes down from the north to the west side of the site. There is also a park and dog park behind that and above that is the open space from Las Positas College and trail which will tie into a loop trail north of Montage. There will also be a future neighborhood park near the neighborhood commercial about 600 feet south of Portola.

Therefore, there will be a lot of recreation around the project.

He also referred to the height of the buildings near Dovecote Lane. He said there is a good explanation of building heights in the staff report on page 13 which he described.

He questioned why is the City allowing more condominiums and apartments in this area because the plan was centered around the Valley Link station. As land uses are built out, in the first quarter mile it is more office commercial uses. When getting to the half mile radius is where there is more of a band of residential. This was part of a long City process where 600 people participated and led to a preferred plan.

He thinks the presentation by Mr. Potter covered the parking situation and this is always difficult to deal with. He noted that the one-bedroom units meet the requirement for parking per the specific plan. The two-bedrooms slightly exceed the requirement, but in the condos, it is at the maximum. The three-bedroom units meet the requirement and in the rental units it is at the maximum for parking. Likewise, the visitor parking is right at the maximum allowed.

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He was appreciative of the attention to the Class IV bikeway on Portola Avenue.

Regarding the density bonus, one is for the interior setbacks and the other is related to the affordable units being comparable to the market rate units. This was something the Commission talked about and he asked the applicant to explain how changing this policy of comparable units help density.

Chairperson Dunbar said he would also like to refer to staff for the requirements for the density bonus and those findings.

Mr. Potter said generally there are three findings in order to grant an incentive concession.

The first is that you are not contrary to federal law which is the case here. The affordability requirements are a local standard. The second is that you are not going to negatively impact the environment. Again, the designation of the units is within the building walls.

The third is that the incentive concession would result in financial savings for the applicant, and the applicant has indicated that it would.

Vice Chairperson Leary asked if the concession related to the floor plans for all Plan One, and Mr. Potter confirmed.

Chairperson Dunbar stated the language is “actual cost reduction.” Vice Chairperson Leary asked about the location, stating in the development code, Subsection 7 which is comparability of units, it talks about being representative of the whole project so it is more than just floor plans. He said the pink rectangles are the affordable units and he pointed to floor level one. Over in the townhomes, they are uniformly distributed. When moving up to the top level it is a 7-plex. There is some nice open space there for kids to run around in the front yard, he noticed that the affordable units are stacked up, so he asked if the two outside units near 13T, 12T, 11T, 10T are empty. It seems that would be comparable.

Mr. Best said they would be happy if it is the desire of the Commission is to move a couple of the Plan Ones to Building 13 and Building 10 so they are on the outside.

Vice Chairperson Leary asked if Unit 13T and 10T might be located by the pool. Mr. Potter referred to Sheet C-20 of the plans.

Vice Chairperson Leary said there are 6 different features to be comparable and he confirmed the bathrooms per bedroom is the same and from the street they are not distinguishable. He heard the explanation from staff but if there is not that big a difference in the size, he asked why not provide a couple of affordable corner units.

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Mr. Best said the corner units are a bit tougher and one reason is that there are rooftop decks planned for Plans Two and Three which are the end units. Those are going to generate better revenue for them as a builder. He then displayed a chart of the condos and distribution of units. There are 89 townhomes, 22 of which are the Plan One, 19 each on the Plan Two and Three, and 15 on the Plan Four. Those floor plans constitute 50% or more of entire project. There are only a few Plan Fives and Sixes, and the Plan One is comparable when looking at square footages. As well, the Two and Three’s are only 2-bedroom units, the Four is a 2-bedroom plus office, and Plan One is a 3-bedroom.

Vice Chairperson Leary suggested having the affordable unit in one of the Plan Two or Three’s. Mr. Best said there is not a big difference between the plans as far as square footage, and in fact, the Plan One’s are better because they are three-bedroom units.

Also, the Plan Two and Three’s have a rooftop deck as part of the architecture which is a big amenity which they do not want to give away to the lower sales price restricted for affordable units.

Chairperson Dunbar cited the presence of 36 attendees in the meeting, said the public comments are recorded and will go to the City Council. He emphasized that the public’s comments are heard. He then referred to Commissioner Anderson’s comments about evaluation of his detailed concerns and comments. The Commission has heard that the parking and open space standards are met and even exceeded. Objective and subjective standards that are enforceable are being met. In terms of the Commission’s discretion, they will make recommendations to the City Council based on those standards.

He said they talked a little about HAA and SB 330 which constrain the City, but he asked what happens if the City Council declines something that meets all enforceable standards and asked what are the penalties.

Senior Assistant City Attorney Kim Cilley replied that if the City were to deny a project it would have to be on one of the three findings identified in the staff report. If the City is unable to make those findings, it should not deny and it should approve. If the City were to deny and make one of those findings stating they have a basis to deny it and a court were to overturn it, the City could be subject to attorney’s fees. Therefore, they want to be very careful when reviewing these projects and making findings to ensure they have the sufficient basis to make any findings.

Chairperson Dunbar noted the HAA was not passed randomly but because there is a large affordability crisis in the state. There were some comments that renters effectively cause crime which he is personally offended by, stating he was a renter until about October of last year, is an engineer, makes a good salary, and it took him years to save for a down payment.

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He said regarding affordability requirements, he spoke about cost reduction. This is a confusing case because the applicant is not requesting less parking than required but asking for a different set of units. He thinks Mr. Best said the total benefit cost of revenue production was about $7 million. The letter in the packet talks about a cost reduction or savings of $700,000 or so. This seems modest, but the City must allow it if it provides an actual cost reduction. Staff went to HCD and confirmed essentially that what the developer is asking for is legal and required to be approved, which Mr. Potter confirmed.

Regarding construction hours and operation, the City has standards about that and Mr.

Potter said generally work can be limited to normal working hours during the week and the company must also post a contact sheet with contact numbers for any violations.

Chairperson Dunbar asked if there was a requirement to add fencing on top of the retaining walls, and Mr. Potter confirmed. He asked if there is any requirement about the design of that fencing, and Mr. Potter said staff took account of the design considerations from a previous project and comments the Commission had made. The design will be a tubular steel fence that ensures views through the fence line.

Chairperson Dunbar referred to access, the access points are where they are because they are the best for the various engineering considerations which includes run-off but also traffic signal spacing and other considerations given the site. Ms. Salgado confirmed.

Chairperson Dunbar cited concerns about people going through the stop sign at Montage, and he asked if there is any consideration for traffic calming effects at the entry to this complex. With respect to sidewalk connectivity, he is not enthused with the amount of connectivity to the street.

He understands the retaining wall is there for a reason but it comes with trade-off’s and those are less ADA accessibility because they are stairs in certain areas. ADA requirements are a base and not a ceiling and as Valley Link develops people are able to walk directly to that station or across the street where commercial will be in a direct manner. He suggested staff resolve issues around the retaining wall by delineating the bike lane with trees or other plantings which would make it more attractive from the street.

He understands terracing helps when right up against the wall, but from the renderings it basically looks like a straight wall. He suggested having just one wall and having planters in front of it which might be a solution.

The other thing he considers as more radical is putting the entire sidewalk and bike lane on the other side of the retaining wall. This would address some of the issues and reduce noise to those outside. He was not sure he could require any of these, but these are his recommendations for staff to bring up with the City Council. He noted there are areas missing sidewalks like the northeast corner along Dovecote Lane.

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With regards to architecture, it is significantly different than Montage which is traditional where this is more modern farmhouse style. In isolation, it looks great but when right next to Montage it is different so he was not sure it was a good or bad thing. If you have identical buildings for blocks and blocks it gets monotonous, so variety can be good. In any case, they meet the objective standards for architecture so he was not sure he could force any change other than recommend it. He is open to recommendations there, thinks the design looks good in isolation and if there is some compromise to some units facing Montage that could be made different, he would be open to that as well, but this meets requirements.

He reiterated that parking is well above the minimum requirements and the density is at a minimum for this site and it could be a lot taller. Lastly, there are requirements in the supplemental report as one additional condition of approval he agrees with and asked that this be considered in any motions made.

He summarized comments include connectivity, the sound wall, comments about tree varieties, and a final recommendation on what to do about the affordable housing, if any.

He asked if anything needed to be added.

Commissioner Branning said a design standard would be something they should get consensus on if they wanted to make a recommendation and not a condition of approval.

He asked Mr. Potter to display the Isabel Neighborhood Specific Plan map and wanted to see what the retail looked like. He said the planned area where the project is going in is 2B. Most of the public commenters were from Montage and were told they were going to get retail to the south between 3B and 3C. They will be going to get this and pointed to a small park and retail that will be almost like a mini downtown style set of streets with retail along it, with easy access to commercial which will be all the way to Portola Avenue along the street on the ground level which will be an easy walk.

He said for bike/ped access, he agrees with the need for more. People are going to find efficient ways to leave this property which will often damage landscaping if it is not planned for. There will be some people attending Las Positas College and so he recommended easier access to Collier, particularly those biking. He thinks there is easy access to Portola Avenue on that side. He thinks the City should examine another crossing potentially further to the east when retail becomes active so people might start exiting the east side of the property to take the shortest route and jay walk across Portola Avenue which is dangerous. He asked if the City could add a condition for the applicant to provide sidewalk access off Montage Drive and some on Collier. When commercial goes in on the south side the City can look at traffic demands and consider adding a crosswalk or signal.

Mr. Potter clarified there is a proposed connection at the southeast connection of Montage but there are none proposed on Collier Canyon.

ATTACHMENT 2
293
PLANNING COMMISSION MINUTES 17 June 21, 2022
DRAFT
Commissioner Branning said he knows there are some grading issues and, if feasible, he would propose a condition that if feasible to put an access point on Collier where there is a thin strip of landscaping where the driveway meets Collier.

Mr. Potter confirmed he would point out all access points and said he will go east to west.

Although not through the wall, there is a connection point that goes out to Montage Drive which he pointed to on the site plan. The next access point at Portola Avenue is through the wall from the apartment side to Avenue which is a staircase. The next access point would be adjacent to the wall which the sidewalk bending around to the entrance from the condo side, and then the final access point is located where there is a ramp that extends down with a set of stairs as well from the condo side.

Commissioner Branning said his concern is definitely the west side where people will cut through. He remembers there were some grading issues so he would like this to be examined and hopefully added in, but he also recognizes it might be physically impossible.

Lastly, Commissioner Branning referred to the retaining walls and said he would like the City and applicant to examine if there is any way to include texturing or improvements to the wall that would make the wall slightly more interesting as well as prevent graffiti, and lastly, he would support Commissioner Stein’s tree suggestions.

Commissioner Stein said originally when he looked at the wall, he thought it was stack stone where each course of stone would be set back about 3 inches for a 1 to 1 slope rather than two separate walls. One possibility is to heavily landscape both the base of the wall and space in between. If they planted Lady Banks Roses along there, in three years they would not see a wall. They are growing along Isabel where the slope is between there and the high-priced homes. It is very dense, has no thorns and has clusters of white flowers. Some sort of creeping juniper also would hide a lot of the wall, with shrubs and small trees along the base.

Regarding parking, it is important to realistically tell people there will be parking problems.

Almost every high-density project in the City has parking that spreads out on streets.

People have more than one or two cars and there is apartment sharing, particularly near the college but the City cannot require more parking for this development.

Regarding commercial further south, again, it is like Valley Link. It is potential and the City cannot require someone build. Most likely in 10 to 15 years there will be commercial serving businesses there. It is zoned for that and as housing increases, it will be developed.

Finally, there has been no mention about the relocation of the sanitary or storm sewer line, assuming it is on the far west that runs parallel to Collier Canyon. He asked where it is being relocated to.

ATTACHMENT 2
294
PLANNING COMMISSION MINUTES 18 June 21, 2022
DRAFT
Mr. Potter said it is located along the northwestern part of the site and it will be relocated to run down the main new street in the middle of the project and it is a sanitary sewer line.

Commissioner Stein again emphasized the need for heavily planted areas and trees in keeping with the scale of the buildings. Perhaps they could poll the Commission on whether they would suggest a change in landscaping. Some people like the more industrial style landscaping and some like something softer in color with more detailing.

Vice Chairperson Leary referred to guest parking signage which he supports. Regarding pedestrian crossings he though the first rendering showed multiple crosswalks at the Portola Avenue intersection, and he supported adding a connection to Collier Canyon even if it is to the north where the grade levels out. He is glad Commissioner Anderson brought up the observation about the interior pedestrian linkage. Typically, from the swimming pool there is a connection that passes through all residences, and this is lacking.

Regarding the wall, there is a standard Commissioner Anderson said the applicant is not meeting. He asked if there is supposed to be a planter between the walkway and the wall.

Commissioner Anderson said yes, but that standard is for sound walls where this is technically a retaining wall.

Vice Chairperson Leary said he thinks the City would regret removing the terraced wall, stating he lives on a street with nice homes fronting the street but all of a sudden it turns into walls on both sides, so he prefers the terraced effects and supported ideas brought up by Chairperson Dunbar regarding putting planting into the separated island buffer.

Lastly, he voiced support about leaving the architecture alone, especially the condos.

Commissioner Anderson cited the many ideas on the wall on Portola. He also cited texture of materials which was brought up to give more of an interesting look, voiced support for more landscaping which will help the aesthetics of the wall, thinks there is consensus that there needs to be an access point on Collier Canyon Road to the north and asked if there was consensus for another entrance at the east side of the main driveway entrance road.

Chairperson Dunbar said people would have to walk all the way around if they were walking directly north. To him, it matters about how much the entrance street is trafficcalmed as to whether he is concerned about that or not. People are going to walk in the street there and will not make three, 90-degree turns to go that corner. People will definitely not do it if they are handicapped because the other side are stairs. He was not sure how to require that one because there is already access on the west side and he was not sure about the spacing to the building.

Commissioner Anderson said if they cannot have a sidewalk, he suggested another staired entrance on the other side of the building on the east side of the main entrance.

ATTACHMENT 2
295
PLANNING COMMISSION MINUTES 19 June 21, 2022
DRAFT
Chairperson Dunbar suggested giving staff more discretion and state, “The Commission would prefer there be some sort of access close to the east side of the A Street driveway in whatever way is feasible.”
He then asked Mr. Potter to display the plan set. His recommendation would be to make these as recommendations to staff to consider as this goes to the Council based on siting.

In terms of the wall, he asked the Commission to consider a staff recommendation. If the bike lane were to have some of the trees, the trees in the landscape strip would not be necessary. Some of that planting could be moved to directly against the wall. There will already be enough setback to the street due to the protected bike lane. So, that would address his concerns and get them back to applying standards which is having some sort of landscaping off of that wall or against the wall.

There is a recommendation on the table to try to connect at Collier Canyon Road at the northwest corner and try to connect closer to the east side of the Portola Avenue intersection. Those would also be staff recommendations to look at this if it is feasible.

The finding they are trying to make is related to the design standards that Commissioner Anderson mentioned.

He noted the City cannot enforce things related to a lawsuit it is not a party to. The City can enforce building codes and evaluate permits to ensure compliance, but this is the extent of the Commission’s discretion. Mr. Potter confirmed.

Mr. Best commented that while technically this is not to be discussed, he confirmed there was no lawsuit and a claim was never verified. There was an issue with some of the buildings in which there was an amicable settlement between the HOA and Shea and this was solved and done several years ago. Therefore, some of the residents who referred to this are violating the settlement agreement.

With that said, he wanted to clarify some things that might be confusing with the wall and with what they are intending with landscaping. Regarding the wall, the intent is to heavily landscape that wall both at the base and between the two terraces. There was some discussion about the trees on the park strip. Those exist today so Portola Avenue is constructed. The sidewalk, park strip and the trees seen in the rendering on the south frontage along Portola Avenue exist today. Most of those trees are 15 years old and a few have died over the years and have been replaced.

He said any kind of major surgery on the existing Portola Avenue right-of-way has never been discussed and would be a major impact with existing utilities, a Sprint main fiber optic line that is underneath the sidewalk along Portola Avenue that cannot be moved and is an issue of national security. This frontage has been in place for 15 years or more and is fixed. He suggested Nicki Wu from C-2 Collaborative to explain what is intended here for the wall.

ATTACHMENT 2
296
PLANNING COMMISSION MINUTES 20 June 21, 2022
DRAFT
Chairperson Dunbar thanked Mr. Best for explaining the constraints and said therefore, his ideas will not be feasible. It seems like the most they can do is decorate the wall and he asked if this is a non-starter or not.

Commissioner Stein agrees and thinks landscaping is the solution. He thinks the Chinese Lantern trees are healthy and large and should not be interfered with.

Commissioner Anderson said he would like to hear from the consultant about the landscaping because if it is at the base of the wall, this is different from what he sees in the renderings.

Nicki Wu, C-2 Collaborative, landscape architect, clarified the retaining wall they are proposing is not a sound wall but a tiered gravity wall system they are implementing. It is decorative and is not a simple stucco wall where they provide some texture and color to create street movements. In addition, they have proposed about a 36” planting area in between the tiered wall in addition to plantings of vine and street trees.

To address the public vision, they recognize how important the community arrival will be and they tried to enhance this not only from the exterior wall movement and in addition to the added planting they are hoping to provide in addition to the streetscape parkway landscaping. She then referred to and described the rendering.

Commissioner Anderson said the renderings do not give a large amount of landscaping in that strip and this is why Commissioners thought the sidewalk went directly up to the wall. If the Commission is to say there is sufficient landscaping there, it needs to be a lot more than what the rendering is showing. Ms. Wu confirmed and said once the project is approved, they will ensure they provide enough landscaping to hold the soil, consider the structural wall, and will provide visual enhancement from the public as well as for shading and screening purposes.

Vice Chairperson Leary referred to Sheet C-5, there is a cross-section that answers the question of Commissioner Anderson. It shows an 18’ wide public landscape easement.

On that section it shows 1 foot from the back of walk to the face of the first terrace but there is 6’3” from the top wall to the back of the landscape easement. He asked if a foot or two could be dumped down to the bottom to have a more generous landscape strip, noting it would only move what is proposed from the top and put it down at the bottom.

Ms. Wu said they can work with the civil engineer to ensure they can add and subtract landscaping and possibly also provide some decorative rocks or vines at the bottom of the wall which might also be a nice addition.

Mr. Potter said some of these ideas are very good. They wondered if there is another option to decrease the width of the bifurcated area in the wall and maybe use some of that area down at the base of the wall or potentially have the wall jog in at certain areas to accommodate larger landscaping. However, it is up to the pleasure of the Commission.

ATTACHMENT 2
297
PLANNING COMMISSION MINUTES 21 June 21, 2022
DRAFT
Chairperson Dunbar proposed keeping the recommendation fairly general and thinks they are starting to over-engineer it at this point. He thinks the concerns are clear, and he will look for wording from Commissioners for a recommendation to staff to that effect.

Mr. Stewart stated this is an excellent point and he also pointed out that the colors and materials of the wall are shown on Sheet L-9 which is page 31 of the development plan attachment. They appear to be darker than rendered and they are also split-faced which have a rougher surface, and this makes graffiti more challenging. There are also treatments that the wall can receive to make graffiti easier to clean off if it were to occur, and this is a City standard, which Ms. Salgado confirmed and said they can also be treated with anti-graffiti coating, as well.

Commissioner Anderson agreed with keeping it general and suggested giving staff the leeway to engineer something, noting he thinks they understand the comments provided.

He thinks ivy and other vines are a good use, but should be used minimally and more ground up landscaping would break up the visual aspect, as well. Ms. Wu concurred.

Commissioner Stein asked if the motion could include the recommendation for the developer to work with staff about replacing some of the smaller trees with larger trees such as those thriving in the adjacent Montage development and more in keeping with the scale of the buildings.

MOTION BY ANDERSON, SECONDED BY LEARY, TO 1) ADOPT RESOLUTION

FINDING THAT THE PROJECT IS EXEMPT UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT, IN ACCORDANCE WITH CEQA GUIDELINES SECTIONS 15182 (C) AND 15183; 2) ADOPT A RESOLUTION APPROVING VESTING TENTATIVE TRACT MAP (VTTM) 8613 – SUBDIVISION (SUB) 21-006, SITE PLAN DESIGN REVIEW (SPDR) 21-005; AND CONSISTENCY DETERMINATION (CD) 22- 001, TOGETHER WITH THE REQUESTED DENSITY BONUS WAIVER AND

INCENTIVE/CONCESSION, SUBJECT TO THE ATTACHED CONDITIONS OF APPROVAL; AND THE ADDITIONAL RECOMMENDATIONS THAT A) IF FEASIBLE

AFTER CLARIFYING ACCESS POINTS, THAT THERE BE A PEDESTRIAN

ENTRANCE ON THE EAST SIDE OF THE MAIN ENTRANCE AND A PEDESTRIAN ENTRANCE AT THE NORTH SIDE ALONG COLLIER CANYON ROAD; B) FOR THE

DEVELOPER TO WORK WITH STAFF ABOUT REPLACING SOME OF THE SMALLER

TREES WITH LARGER TREES SUCH AS THOSE THRIVING IN THE ADJACENT

MONTAGE DEVELOPMENT AND FOR THEM TO BE MORE IN KEEPING WITH THE

SCALE OF THE BUILDINGS, WITH THE ADDITIONAL CONDITION INCLUDED IN THE SUPPLEMENTAL PACKET; AND C) DIRECT STAFF TO WORK WITH THE

APPLICANT TO CREATE ADDITIONAL SOFTENING TO THE WALL ALONG PORTOLA; AND 3) INSTRUCT STAFF TO FILE A NOTICE OF EXEMPTION, IN

ACCORDANCE WITH THE PROVISIONS OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, SUBJECT TO PROJECT APPROVAL.

ATTACHMENT 2
298
PLANNING COMMISSION MINUTES 22 June 21, 2022
DRAFT
VOTE:

AYES: ANDERSON, BRANNING, DUNBAR, LEARY, STEIN.

NOES: NONE.

ABSENT: NONE.

4. ADJOURNMENT – 9:45 p.m.

Minutes prepared by:

Lisa Harper Consulting
ATTACHMENT 2
299
Shea Portola (INSP Subarea 2b)
This map is based on City of Livermore GIS
Information and reflects the most current information
at the time of this printing. The map is intended for
reference purposes only and the City and its staff is
not responsible for errors. 4,000 Livermore IT, GIS Services 666.7
1: NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 333.33 Feet 0 666.7
6/30/2022 1:17:15
PM
Prepared:

Notes:

Scale:

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ATTACHMENT 4
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CONDITIONS OF APPROVAL
Vesting Tentative Tract Map (VTTM) 8613 – Subdivision (SUB) 21-006, Site Plan Design Review (SPDR) 21-005, and Consistency Determination (CD) 22-001 Hearing to consider a request for Site Plan Design Review and Vesting Tentative Tract Map to develop the northeast corner of Portola Avenue and Collier Canyon Road, which would implement the Isabel Neighborhood Specific Plan. The development includes 299 total units, consisting of 89 for-sale condominium units and 210 for-rent apartments. All residential buildings would be three-story. The project includes 60 affordable units, 51 accessible units, common areas including a pool, fitness center, and parklets, and related landscaping, parking, stormwater, and frontage improvements. The applicant has submitted for a density bonus under Government Code section 65915.

Location: Northeast corner of Portola Avenue and Collier Canyon Road (APNs: 903-10-30, 903-10-29, and 903-10-28)
Recommended by Planning Commission: July 12, 2022
Approved by City Council: July 25, 2022
A. PROJECT AUTHORIZATION

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

2. Approval is limited to conformance of the land uses allowed in the Transition and Village zoning districts Subarea 2b of the Isabel Neighborhood Specific Plan. Use of the property shall be limited to those permitted by the Isabel Neighborhood Specific Plan as it exists now or may be amended in the future.

3. Vesting Tentative Tract Map 8613 and associated Site Plan Design Review shall expire unless a Final Map is filed by July 25, 2024, or a request for extension is received and approved by the City.

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

ATTACHMENT 5
425

1. Prior to occupancy, applicant shall record the deed notification provided in the Livermore Executive Airport - Airport Land Use Compatibility Plan, Chapter

3.3.4.6, on the property for which this discretionary development permit is issued, as follows:

NOTICE OF AIRPORT IN VICINITY
This property is presently located in the vicinity of an airport, within what is known as an airport influence area. For that reason, the property may be subject to some of the annoyances or inconveniences associated with proximity to airport operations (for example: noise, vibration, or odors).

Individual sensitivities to those annoyances can vary from person to person.

You may wish to consider what airport annoyances, if any, are associated with the property before you complete your purchase and determine whether they are acceptable to you.

2. Prior to Improvement Plan approval, applicant shall revise the plans to ensure the emergency vehicle access (EVA) to Dovecote Lane provides permanent pedestrian and bicycle access, while maintaining the EVA’s functionality, as approved by the Community Development Department Director.

3. Prior to Building Permit approval, applicant shall revise the plans to provide one bike parking stall within each rental unit garage. Applicant shall further dedicate one centrally located rental unit garage exclusively to bicycle parking. Bicycle parking garage shall accommodate the balance of required bike parking spaces, ensuring all bike parking is secured. Applicant shall provide for common rental resident access to the bike parking garage through a physical key, key card, passcode, or other similar feature, as approved by the Community Development Department Director.

4. Prior to Improvement Plan approval, applicant shall revise landscape plan to ensure 20 percent of all onsite trees have a 24-inch box size or larger, as approved by the Community Development Department Director.

5. Prior to Improvement Plan approval, applicant shall revise landscape plan to ensure all shrubs shall have a minimum 5-gallon size, as approved by the Community Development Department Director.

6. Prior to sign installation, applicant shall submit for, and receive approval of, all required sign design review and building permit applications.

7. Prior to Improvement Plan approval, applicant shall demonstrate the project’s use of recycled water for irrigation purposes, as approved by the City Engineer.

All onsite irrigation shall use recycled water.

8. Prior to Building Permit approval, the applicant shall submit a photometric plan that demonstrates adequate site lighting. Exterior parking areas shall maintain a minimum light level of one foot-candle at the parking surface. Pathways and ATTACHMENT 5
426
private open space areas shall be sufficiently illuminated for safety, but respectful of the residential context, as approved by the Community Development Department Director.

9. Prior to Building Permit approval, applicant shall revise the Master Plan to include all noise mitigation strategies identified in the noise study, conducted by Salter, dated December 7, 2021. All required STC rated windows and surfaces shall be clearly shown on a site plan submitted with the Master Plan.

10. Prior to Building Permit approval, all rooftop mechanical equipment shall be designed to be fully screened from public view by roof parapet or architecturally integrated roof screen. Construction drawings shall include section drawings and roof plans demonstrating conformance with this requirement. To the extent practical, all ground-mounted mechanical equipment shall be relocated to roof areas. Ground mounted equipment shall be fully screened from public view, as approved by the Community Development Department Director.

11. Prior to Building Permit approval, applicant shall provide details of, and submit any required building permits for, all site furnishings and shade structures.

Amenities shall include at least those identified in the entitlement plans, but could include additional amenities such as outdoor cooking areas or activity courts, as approved by the Community Development Director.

12. Prior to Improvement Plan approval, applicant shall revise the plans to include a three-foot tall, tubular steel guardrail fence on top of all retaining walls exceeding three feet in height. Fencing is not required for stepped planter areas. The fence design shall be compatible with the proposed fencing plan and shall be permeable, allowing for views through the fence line, as approved by the Community Development Department Director.

13. Provide at least two supportive services for residents within the rental apartment units (i.e. childcare, senior services, mobility services, etc.) or other comparable service or amenity, as approved by the Community Development Department Director (Specific Plan Policy LU-38).

14. Encourage the use of a local construction workforce who are paid area standard wages (Specific Plan Policy LU-46).

15. In the event a Specific Plan Transportation Management Association (TMA) is formed for the Isabel Neighborhood, project shall annex into the association (Specific Plan Policy TRA-22).

16. In the event a programmatic Specific Plan parking management plan is created, project shall participate in the plan (Specific Plan Policy TRA-26).

ATTACHMENT 5
427

17. Vehicle parking for the rental apartment units shall be “unbundled,” such that residents pay for parking separately from the rent for the housing unit (Specific Plan Policy TRA-36).

18. In the event a programmatic Specific Plan wayfinding signage plan is created, project shall participate in the plan (Specific Plan Policy DS-24).

19. Reduce vibration impacts associated with construction activities by requiring construction contractors to implement measures to help reduce vibration levels at nearby sensitive receptors. Measures could include using bulldozers less than 20,000 pounds within 50 feet of residential, quiet pile driving technology, etc. (Specific Plan Policy ENV-7).

20. Project proponents within identified high risk Overlay Zones surrounding existing hazardous sites, roadways, or TAC sources, shall assess health risks at the location in question and to incorporate feasible design-related risk mitigation measures, such as HEPA filters or equivalent indoor air quality equipment mechanisms, as appropriate and determined in consultation with the City (Specific Plan Policy ENV-12).

21. For all proposed projects, Bay Area Air Quality Management District (BAAQMD; “Air District”) recommends requiring the implementation of all Basic Construction Mitigation Measures, listed in Table 8-1 of the BAAQMD CEQA Guidelines, whether or not construction-related emissions exceed applicable Thresholds of Significance (Specific Plan Policy ENV-14).

22. Project contractors shall reduce construction-related exhaust emissions by ensuring that all off-road equipment greater than 50 horsepower shall operate on an EPA-approved Tier 4 or newer engine. If Tier 4 engines are not commercially available within 200 miles of the project site, EPA-approved Tier 3 engines are permissible (Specific Plan Policy ENV-15).

23. Project contractors shall reduce construction-related fugitive ROG emissions by ensuring that low-VOC coatings that have a VOC content of 10 grams/liter (g/L) or less be used during construction (Specific Plan Policy ENV-16).

24. Project contractors shall reduce construction-related GHG emissions through implementation of the Bay Area Air Quality Management District’s recommended best practices (Specific Plan Policy ENV-17).

25. Require that construction and structure demolition/modification activities be conducted outside of the bird nesting season (February 1 to August 31) to the extent feasible (Specific Plan Policy ENV-27). Construction activities may be permitted to occur within bird nesting season if a qualified biologist conducts a pre-construction survey. The survey shall include the project site and a 250-foot buffer around project site boundaries, if feasible, not more than 14 days prior to site disturbance. If active nests of migratory birds are not detected, further ATTACHMENT 5
428
action is not needed. If active nests are detected, an appropriate constructionfree buffer shall be established around all active nests. Buffer size shall be determined by the biologist, with typical non-raptor buffers of 25 feet and raptor buffers of 250 feet, and shall be periodically monitored by the biologist. After nesting is completed, as determined by the biologist, the buffer is no longer required. Buffers shall remain in place during the breeding season, or until the biologist has confirmed all chicks have fledged and are independent of their parents. The biologist survey, and any necessary buffer plans, shall be approved by the Community Development Department Director prior to site disturbance.

26. All trees adjacent to public infrastructure shall use control features like root barriers and engineered soils to prevent infrastructure damage, as approved by the Community Development Department Director.

27. Prior to Improvement Plan approval, the applicant shall demonstrate on the landscape plans compliance with the City’s Water Efficient Landscape Ordinance (WELO), as approved by the Community Development Department Director.

28. Prior to Improvement Plan approval, exterior backflow preventers shall be screened from public view with landscape or by other appropriate means, as approved by the Community Development Department Director.

29. Prior to Final Occupancy, applicant shall obtain Public Arts Commission approval for all proposed public art and shall provide proof of approval to the satisfaction of the Community Development Department Director.

30. The project applicant and/or contractor shall treat any human remains encountered during ground-disturbing activities in accordance with California Health and Safety Code Section 7050.5.

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

32. The project shall implement the Mitigation Monitoring and Reporting Program (MMRP) prepared for the Isabel Neighborhood Specific Plan, as attached.

33. All project appliances shall be electric, as set forth in the 2018 Isabel Neighborhood Specific Plan Environmental Impact Report Mitigation, Monitoring, and Reporting Program.

34. Prior to Final Map/ Improvement Plan approval, applicant shall revise the landscape plans to include a continuous row of trees in the landscape strip between the Portola Avenue curb and sidewalk. For purposes of this condition, ATTACHMENT 5
429
“continuous row” shall mean: Chinese Tallow trees spaced not more than 40 feet on center, as approved by the Community Development Department Director [recommended by city staff/Planning Commission July 12, 2022].

35. Prior to Improvement Plan approval, applicant shall revise the plans to add one additional pedestrian connection to Portola Avenue, located between the main Project entrance (Parcel A of VTTM 8613) and the existing pedestrian connection to Portola Avenue. In addition, a separate pedestrian connection shall be added in the northwest part of the site that connects to Collier Canyon Road, as approved by the Community Development Department Director [recommended by Planning Commission July 12, 2022].

36. Prior to Improvement Plan approval, applicant shall revise the landscape plan tree schedule to replace smaller trees species (e.g. Weeping Botlebrush, Crape Myrtle, Sweet Bay, Hollyleaf Cherry) with larger tree species planted in the Montage development (e.g. Camphor, London Plane, Tulip, Southern Magnolia, Locust). Larger trees shall be located in prominent locations and sited appropriately to ensure adequate spacing and growth. Landscape plan shall maintain tree variety and hierarchy, as approved by the Community Development Department Director [recommended by Planning Commission July 12, 2022].

37. Prior to Improvement Plan approval, applicant shall revise the retaining wall design along Portola Avenue to soften its appearance. Softening techniques could include wall plane changes to create additional landscape pockets, as approved by the Community Development Department Director. In addition, applicant shall revise the landscape plan to replace all retaining wall Bougainvillea vines with Lady Banks Roses [recommended by Planning Commission July 12, 2022].

38. Prior to Improvement Plan approval, applicant shall include on the plans street parking along Collier Canyon Road and Portola Avenue, in locations that would not jeopardize public health and safety, as determined by the City Engineer.

The street parking design shall include street trees and shall be provided in addition to the class IV bike lane. Further, applicant and the city shall cooperatively explore traffic calming measures to reduce vehicle speeds in the vicinity of the project site [recommended by city staff July 22, 2022].

B. GENERAL CONDITIONS OF APPROVAL

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

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

ATTACHMENT 5
430

2. The development impact fees (e.g., traffic impact, housing in-lieu, park dedication in-lieu,) and project processing fees due in connection with this permit shall be based upon the fees in effect as of August 4, 2021 (Exhibit C), which is the date of Preliminary Application submittal, pursuant to the requirements of the Housing Crisis Act of 2019 (SB 330), unless otherwise vested under Development Agreement 119-97, as amended.

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

4. Approval of the Site Plan Design Review and Tentative Tract Map entitlements is not an authorization to commence construction. Building construction, alterations, repairs, sign erection, or occupancy shall not be permitted without prior approval of the Building Division through issuance of any required permits.

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

C. ENGINEERING DIVISION – DEVELOPMENT

1. Development shall conform to the attached Engineering Considerations, dated July 5, 2022.

D. BUILDING DIVISION

1. Project will be required to be designed and constructed to the requirements of the currently adopted California Building Standards Code in effect at the time of Building Permit Application.

E. MAINTENANCE DIVISION

1. The project site’s Homeowners’ Association (HOA) shall perform all onsite landscape maintenance and cover all associated maintenance costs.

F. HOUSING AND HUMAN SERVICES DIVISION

1. Prior to Building Permit approval, applicant shall enter into an affordable housing agreement to ensure all provisions of the City’s Inclusionary Housing Ordinance are satisfied pursuant to Livermore Development Code Section

10.06.050, as approved by the Community Development Department Director.

ATTACHMENT 5
431
G. FIRE DEPARTMENT
The Fire Prevention Bureau reviews building/civil drawings for conceptual on-site fire mains and fire hydrant locations only. Plan check comments and approval DO NOT include: 1.) Installation of the on-site fire mains and fire hydrants. Specific installation drawings submitted by the licensed underground fire protection contractor shall be submitted to the Fire Prevention Bureau for approval; and 2.) Backflow prevention or connections to the public water mains.

1. FIRE HAZARDS: The project developer shall keep the site free of fire hazards from the start of lumber construction until the final inspection.

2. FIRE CODE: All construction shall conform to the requirements of the 2019 Pleasanton Fire Code and local ordinances. All required permits shall be obtained prior to work commencement.

3. SITE SAFETY: Site safety during construction shall be in accordance with Fire Code chapter 33.

4. FIRE SPRINKLERS: Automatic fire sprinklers shall be installed in all occupancies in accordance with the 2019 Pleasanton Building, Fire and Residential Codes with local amendments and ordinances.

5. EMERGENCY RESPONDER RADIO: Emergency responder radio coverage shall be provided in accordance with section 510 of the Fire Code.

6. FIRE PROTECTION FACILITIES: Prior to any construction framing, the applicant shall provide adequate fire protection facilities, including, but not limited to a water supply and water flow in conformance to the City's Fire Department Standards able to suppress a major fire.

7. WATER FLOW AND CONTROL VALVES: All fire sprinkler system water flow and control valves shall be complete and serviceable prior to final inspection.

Prior to the occupancy of a building having a fire alarm system, the Fire Department shall test and witness the operation of the fire alarm system.

8. ELECTRICAL CONDUIT: Electrical conduit shall be provided to each fire protection system control valve including all valve(s) at the water connections.

The Livermore-Pleasanton Fire Department requires electronic supervision of all valves for automatic sprinkler systems and fire protection systems.

9. LISTED: All commercial, industrial, and multi-family residential occupancies shall have valve tamper and water flow connected to a listed Central Station Service in accordance with NFPA 72. Fire Department plan check includes specifications, monitoring, installation, and alarm company certificates. Fire alarm control panel and remote annunciation shall be at location(s) approved by ATTACHMENT 5
432
the Fire Prevention Bureau. All systems shall be point identified by individual device and annunciated by device type and point.

10. HAZARDOUS MATERIALS: Should any operation or business activity involve the use, storage or handling of hazardous materials, the firm shall be responsible for contacting the Livermore-Pleasanton Fire Department prior to commencing operations. Please contact the Hazardous Materials Coordinator at 925/454-2361.

11. FIRE HYDRANTS: Fire hydrants shall be installed at spacing not greater than 300 feet in industrial and commercial developments. Fire hydrants shall be installed at spacing not greater than 400 feet in residential developments.

12. FIRE LANE MARKING: On-site access ways, turn arounds, and internal drives shall be designated as fire lanes and identified as such by red curb striping and posted with signs at locations approve by the Fire Department. Signs shall be according to State standards and read “No Parking – Fire Lane” and must be shown on the plans. The red curb striping, sign location(s), and sign language shall be included in the building permit submittal for review and approval by the Livermore-Pleasanton Fire Department prior to building permit issuance. a. The following schedule for NO PARKING signs shall apply:

Width Requirements
36 feet or greater No requirements
Between 28 and 36 feet Post one side
Between 20 and 28 feet Post both sides
Less than 20 feet Not permitted
Cul-de-Sac Not permitted

13. EMERGENCY VEHICLE ACCESS ROADS: Access roads shall have 13 feet, 6 inches unobstructed vertical clearance, 20 feet of unobstructed width (26 feet where occupied building floors exceed 30 feet height), and inside turning radius of 31 feet and outside turning radius of 51 feet. Unobstructed shall mean a clear travel way, excluding parking width, and designed for an emergency vehicle weight of 70,000 pounds under all weather conditions. Unobstructed width shall not include the width of rolled curbs, sidewalks, or non-drivable surfaces. All exterior portions of buildings must be within 200 feet of an access road. Yard and parking area may be able to be located farther than 200 feet from access roads, depending on the specific use.

14. FIRE VEHICLE TURNAROUNDS: Where Fire Department vehicle access through or around a site involves changes in direction or curves, inside radius of 45 feet and outside radius of 55 feet shall be provided to facilitate fire truck turning radius for entry and exit from the site. Dead-end access ways and internal drives shall not exceed 300 feet in length and shall terminate in cul-desacs no less than 96 feet in diameter or hammer-head (tee). Standards and ATTACHMENT 5
433
options are available through the Livermore-Pleasanton Fire Department, Fire Prevention Bureau.

15. PREMISES IDENTIFICATION: Address numbers shall be installed on the front or primary entrance for all buildings. Minimum building address character size shall be 12-inch high by 1-inch stroke. In all cases address numerals shall be of contrasting background and clearly visible in accordance with the LivermorePleasanton Fire Department Premises Identification Standards. This may warrant field verification and adjustments based upon topography, landscaping or other obstructions.

16. RESIDENTIAL – NEW CONSTRUCTION: The following items shall be provided prior to any construction above the foundation or slab. a. Emergency vehicle access shall be provided to the site (tract), including areas where construction is occurring.
b. Designated construction material storage and construction worker parking shall not obstruct the emergency vehicle access route(s). c. On-site fire hydrants shall be in service. Fire hydrants shall be flushed and all valves open.

17. MULTI-FAMILY RESIDENTIAL – NEW CONSTRUCTION: Projects with more than 100 dwelling units shall be equipped throughout with two separate and approved fire apparatus access roads.

18. FINAL INSPECTION: Prior to request for final inspection, all access roads, onsite access and fire hydrants shall be provided. All fire hydrants shall be accepted, inspected and tested to applicable City Standards.

H. POLICE DEPARTMENT

1. The project shall be required to conform to the provisions of the security section of the Livermore Municipal Code.

Exhibits:

A: Engineering Development Considerations
B: Isabel Neighborhood Specific Plan MMRP
C: July 2021 Fee Sheet
ATTACHMENT 5
434
1 DATE: July 5, 2022
ENGINEERING CONSIDERATIONS - EXHIBIT "A"
(Subject to revision prior to final approval
by Planning Commission and City Council)
TENTATIVE TRACT: 8613 (SUB21-006)
LOCATION: Portola Avenue (between Collier
Canyon and Montage Drive)
APPLICANT: Shea Homes
Note: Special conditions are shown in standard type. Standard conditions that apply to this project are shown in italics. In addition, standard conditions of approval for this project are listed in Section II of the Development Plan Check and Procedures Manual.

1. DEFINITIONS
For the purpose of this agreement, the following words shall have the meanings respectively ascribed to them by this section:

Developer: Person(s) or Corporation(s) signing final map(s) and subdivision agreement(s)
Improvement Plans: Construction drawings for required public and private improvements Services: Utility lateral, or any portions of a conduit cable or duct, between a utility distribution line and the site it serves
Project: The work to be performed by Developer

2. VESTING TENTATIVE MAP
Approval or conditional approval of this vesting tentative map shall not limit the City Engineer's ability to require workable designs on future grading and improvement plans based upon these Engineering Considerations and the City's standard engineering specifications and details. a. The project will file one map but construction will occur in 2 phases as indicated on the vesting tentative map development and phasing plan sheet C-4. b. The City will vacate a portion of the existing sanitary sewer easement that was previously dedicated on Tract Map 7610 due to the relocation of the sewer main to serve this project.

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

All required improvements shall be constructed prior to occupancy of the new residential units on this site.

A. IMPROVEMENT PLANS - Exhibit A-1
An engineered improvement plan shall be prepared by the Developer for approval by the City's Departments (including the Community Development, Public Services, Fire, and Police Department), which shall include, but not necessarily be limited to, existing site conditions, dedications, grading plans, street design and grades, curb, gutter, sidewalk and driveway grades, and type, size and location of all public works improvements as herein required. Approval of this tentative map does not constitute approval of the details shown thereon. If there is any conflict between the tentative map and these Engineering Considerations, the Engineering Considerations shall govern.

No specific phased development plan has been submitted with this tentative tract application.

Therefore, all required improvements for this tentative map shall be constructed as one phase. A phased map could only be considered if a specific phasing plan is submitted for consideration as a tentative map amendment.

B. STANDARDS FOR IMPROVEMENT PLANS AND MAPS
All improvement plans and maps shall conform to the following City of Livermore documents except as modified by these engineering considerations:

1. City of Livermore Standard Specifications and Details

2. Development Plan Check and Procedures Manual
Completed final map and improvement plan checklists from the manual entitled "City of Livermore, Development Plan Check and Procedures Manual" shall be submitted with the first plan check submittal for each phase.

C. STANDARD CONDITIONS OF APPROVAL IN THE DEVELOPMENT PLAN

CHECK AND PROCEDURES MANUAL
All of the standard conditions of approval for subdivisions and major projects as listed in Part II of the City of Livermore Development Plan Check and Procedures Manual apply except for the following: A-2, A-3, A-4, A-10, B-7, B-8, B-9, B-10, B-11, B-13, B-14, B-16, K-1, K-2, K-3 D. WORK IN OTHER JURISDICTIONS
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3 The Developer is responsible for obtaining permits and approvals for construction work and property acquisition that are required by agencies other than the City of Livermore.

4. STREETS
A. SPECIFIC REQUIREMENTS:

The Developer shall offer easements and dedications for, and shall improve his share of the ultimate street widths for the following named streets in accordance with the City's General Plan:

Portola Avenue
Portola Avenue is a major street in the General Plan. Along the project frontage Portola Avenue is a 6-lane road with a landscaped median to accommodate turning lanes and a Class IIa bike lane in each direction.

The Isabel Neighborhood Specific Plan (INSP) requires that the existing bike lane at the project location be replaced with a new Class IV separated bike lane with buffer along the project frontage in the westbound direction. Installation of this Class IV bike lane will include a physical raised barrier.

The final design of the Class 4 bike lane has yet to be determined as Livermore Staff is assessing various alternatives for the entire INSP North Canyons Parkway and Portola Avenue corridor. The Developer shall install the final design for the Class IV bike lane that is selected by the City between Montage Drive and Collier Canyon Rd. Installation of the bike lane will include but is not limited to appropriate transitions to and from the existing Class IIa east of Montage Dr to the new Class IV bike lane; modifications to the existing bus turnout west of Montage Dr; modifications to signing and striping along the project frontage and through any transition; any surface treatments and/or structures along the project frontage, and installation of any necessary utility services needed for the maintenance of the raised barrier. Any and all modifications necessary to construct the Class IV bike lane, bus turnout and transitions will be performed within the existing Portola Avenue right-of-way.

To provide a shelter area for bus service at the existing bus turnout the developer shall install a raised platform to accommodate the new Class 4 bike lane in accordance with Figure 17 in FHWA’s Separated Bike Lane and Planning Design Guide. Installation of an actual bus shelter is not required.

The Developer shall install the appropriate transitions for the bike lane into and out of the bus stop platform.

Interior Streets
All interior streets are local private streets which shall have 26 feet wide with no on-street parking except where guest parking stalls are located. All private interior streets will be designated as Commons to distinguish them from public streets. All private streets shall be maintained by the Homeowners Association for the project.

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4 Alleys
All alleys shall have 22 feet wide clear travel way and be separated from the interior streets by a standard driveway or valley gutter. All alleys are to be private and maintained by the Homeowners Association for the project.

Pedestrian Access
The Isabel Neighborhood Specific Plan require that pedestrian access be provided from all neighborhoods to the Isabel Valley Link Station. Similarly, the General Plan requires connectivity between neighborhoods to promote a walkable City. To meet these goals, the Developer shall provide pedestrian connections to Portola Avenue from both the project and from the Montage subdivision to the north as depicted on the Tentative Map.

Emergency Vehicle Access
The Developer shall construct and dedicate an easement for a 20 feet wide Emergency Vehicle Access in Phase 2 of the project as shown on the Tentative Map.

Additionally, prior to the start of framing for any buildings, full street sections shall be installed to provide access for emergency vehicles during construction of the buildings. Full street sections shall include installation of fire hydrants, utilities and curb and gutters.

CASp Certification for Public Walkways/Sidewalks
The Developer shall have a certified CASp Specialist review and certify that the design for all pedestrian improvements within the public right-of-way or a public easement complies with the following applicable regulations: American with Disabilities Act (ADA) requirements, the Public Rights-of-Way Accessibility Guidelines (PROWAG), and the requirements found in Chapter 11B of the 2019 California Building Code. If an accessibility design cannot meet the above listed applicable standards, the Developer shall propose and the CASp Specialist shall concur with a design exception request for approval by the City Engineer or their designee. In addition, the Developer shall have the certified CASp Specialist inspect and certify that pedestrian improvements are installed per the CASp certified design. Pedestrian improvements include new trails, walkways, sidewalks, accessible ramps, connections between existing and new pedestrian improvements, and modifications to existing pedestrian improvements within or adjacent to the project site, as shown on the approved plans.

5. TRAFFIC SIGNALS
Install fully traffic actuated traffic signals per current City and Caltrans standards and using equipment as specified by the City Engineer at the following intersections:

Portola Avenue at primary project entrance
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5 Traffic signals shall be in operation seven days prior to the first occupancy.

6. TRAFFIC IMPACT FEE CREDITS AND REIMBURSEMENTS
A. CREDITS
Traffic Impact Fee credits will be granted to all units within the project in accordance with the terms set forth in Development Agreement 114-97.

B. REIMBURSEMENTS
Because the Developer is eligible for Traffic Impact Fee (TIF) credits under existing Development Agreement 114-97, the Developer is eligible for reimbursement for additional construction of public improvements installed with this project in accordance with LMC 12.30.080. The Developer will be eligible for reimbursement upon acceptance of the improvements The Developer will be eligible for reimbursement through the TIF program for the following construction on Portola Avenue:

Traffic signal on Portola Avenue at the primary project entrance Traffic impact fee reimbursement will be calculated at the time the subdivision agreement is prepared prior to final map approval. The traffic impact fee reimbursement for construction will be based on cost estimates for the T.I.F. work as approved by the City Engineer.

7. SANITARY SEWERS
Due to the location of the new residential units the project will be relocating an existing sanitary sewer main that currently runs along the northwest corner of the site. The Developer shall construct the relocated main to locations shown on the tentative map prior to abandoning the existing sewer main. Because the existing main is very deep the Developer shall fill the main with low strength material to abandon the main in place.

Once the new main is constructed and the existing main is abandoned in place the City will vacate those portions of the existing sanitary sewer easement that are no longer needed. The Developer shall dedicate sanitary sewer easements to the City located where the new main is to be constructed.

Because the Developer has chosen to install the City standard asphalt street section for the private streets with only specialty paving (i.e. pavers, stamped concrete, stamped asphalt, etc.) in a few areas to act as “accents” to the project entry or other areas as approved by the City Engineer, the sanitary sewer may be publicly maintained. However, in order to facilitate the maintenance and repair of the public sanitary sewer lines in the future, the Developer shall install a casing for the pipe or other pipe ATTACHMENT 5
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6 protective measures as approved by the City Engineer, in all locations where the pipe runs under specialty paving. Additionally, no pipe joints will be allowed in specialty paving areas.

Sewer shall be extended across all frontages of each phase.

Sewer laterals with two-way cleanouts behind the curb shall be installed to each lot or site before the streets are surfaced.

8. STORM WATER DRAINAGE AND TREATMENT REQUIREMENTS
A. General

1. This site is subject to the National Pollutant Discharge Elimination System (NPDES) Program.

Prior to the issuance of the initial grading or building permit, the Developer shall provide evidence that the site is covered by the statewide General Permit to Discharge Storm Water associated with construction activity. This requires confirmation that a Notice of Intent (NOI) and the applicable fee was sent to the State Water Resources Control Board. In addition, the grading plans need to state:
"All grading shall be in accordance with the Storm Water Pollution Prevention Plan prepared by the Developer per the Notice of Intent on file with the State Water Resources Control Board".

2. Necessary interceptor ditches shall be concrete. Field inlets and storm drainage pipe may be necessary in conjunction with concrete interceptor ditches as secondary drainage releases. All interceptor ditches shall be privately maintained.

B. Storm Drainage Requirements
Per the City’s Facilities Planning Guidelines (dated June 2005), the flows must have the following characteristics:

For a 10-year design discharge: a hydraulic grade line (HGL) is no higher than 1.25 feet below the top of curb elevation at any manhole or inlet.

For a 100-year design discharge: a HGL does not exceed the top of curb elevation. (This is required for item 3 above.)
For additional detail on these guidelines, the applicant should refer to the following resources:

City of Livermore Storm Drain Master Plan & City of Livermore Facilities Planning Guidelines (both available at the Engineering counter at City Hall).

Since the Developer has chosen to build private streets, the storm drain system will be privately owned and maintained to the property line except for the detention basin in Parcel E which shall be publicly maintained and funded through an assessment on the property as described below and in section 15 of these Conditions of Approval. In order to differentiate the ownership of public and ATTACHMENT 5
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7 private facilities, the Developer shall provide the additional structures (manholes and or catch basins) at the point of demarcation between public and private.

C. Stormwater Infrastructure Maintenance Funding
The cost to maintain all private storm water infrastructure installed with this project shall be funded by the Developer.

D. Channels (Not Used)
E. Storm Water Treatment, Detention and Low Impact Development Requirements

1. The Developer shall treat the storm water runoff from this site prior to having the storm water enter the City’s storm water distribution system. Stormwater Treatment, Low Impact Development, and Trash Capture is required by the Regional Water Quality Control Board.

The Developer shall complete and or update the Stormwater Requirements Checklist. The Developer shall provide a storm water treatment plan with calculations indicating treatment that meets the latest requirements described in Section C.3 of the City’s NPDES Permit with the Regional Water Quality Control Board. City approval of this plan and calculations is required prior to the approval of the improvement plans.

2. If this project is greater than one acre, the Developer shall provide a Hydrograph Modification Plan (HMP) with calculations in accordance with the Alameda Countywide Cleanwater Program (ACCWP) Bay Area Hydrology Model (BAHM) guidelines. The software for the design of control measures to meet the Flow Duration Control is available to download from www.bayareamodel.org. For additional information you may contact Debbie Salgado in the City’s Engineering Department at (925-960-4558)

3. Prior to final map approval, the applicant shall enter into a maintenance agreement with the City of Livermore for all storm water treatment devices deemed necessary on this site. If the stormwater treatment devices will be maintained by the individual homeowners a cleanout will be necessary at the property lines to allow the residents to maintain their portion of the private storm drain underdrain. If the stormwater treatment device will be maintained by a Homeowners Association, then the cleanouts at each of the property lines may not be needed. The storm drain treatment devices shall be shown on the plat plans and included in the Operations and Maintenance Agreement. The Operations and Maintenance Agreement(s) shall be recorded prior to recordation of the Final Map.

F. Stormwater Treatment Infrastructure Maintenance Funding The cost to maintain all storm water treatment and low impact development infrastructure installed with this project shall be funded by the Developer.

Parcel E shall be designated as a stormwater treatment/bioretention basin. The underlying property for Parcel E shall be privately owned, but will be publicly maintained, the funding for which will be provided by a Community Facilities District or other funding mechanism as approved by the City.

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8 The operations and maintenance agreement for the stormwater bioretention treatment facility will incorporate both townhomes and apartments parcels.

9. REQUIRED SOURCE CONTROL STORMWATER MEASURES
The Regional Water Quality Control Board adopted Order R2-2015-0049 issuing the Alameda Countywide NPDES municipal storm water permit for the Alameda Countywide Clean Water Program. The 17 member agencies, including Livermore, are subject to this permit and all its requirements including the following:
“The Permittees shall, as part of their continuous improvement process, submit enhanced new development and significant redevelopment Performance Standards that summarize source control requirements for such projects to limit pollutant generation, discharge, and runoff, to the maximum extent practicable…” In accordance with this requirement, the following source control measures, included as part of these Conditions of Approval, shall be implemented as a part of this project.

A. Structural Control Measures

1. Illegal Dumping to Storm Drain Inlets and Waterways
On-site storm drain inlets, except inlets located in landscaped areas, shall be clearly marked with the words “No Dumping! Flows to Bay” on a stainless marker. The stainless steel markers are available for purchase from the Water Resources Division. For ordering information, please call 925-960-8100. For projects with newly developed, privatelymaintained streets, agency staff will verify that storm drain inlets have been marked before the final sign-off on the project’s building permit or encroachment permit.

2. Interior Floor Drains
Approved interior floor drains shall be plumbed to the sanitary sewer system and shall not be connected to the storm drain system. The applicant shall contact the Water Resources Division for specific connection and discharge requirements.

3. Parking Garages
Interior level parking garage floor drains shall be connected to a sand/oil interceptor or equivalent water treatment device approved by the Water Resources Division prior to discharging to the sanitary sewer system.

4. Pesticide/Fertilizer Application and Irrigation
a. Landscaping shall be designed to minimize irrigation and runoff, promote surface infiltration where possible, minimize the use of fertilizers and pesticides that can ATTACHMENT 5
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9 contribute to storm water pollution, and incorporate appropriate Bay-Friendly Landscaping principles.
b. If a landscaping plan is required as part of a development project application, the plan shall meet the following conditions related to reduction of pesticide use on the project site:

I. Where feasible, landscaping shall be designed and operated to treat storm water runoff by incorporating elements that collect, detain, and infiltrate runoff. In areas that provide detention of water, plants that are tolerant of saturated soil conditions and prolonged exposure to water shall be specified.

II. Plant materials selected shall be appropriate to site specific characteristics such as soil type, topography, climate, amount and timing of sunlight, prevailing winds, rainfall, air movement, patterns of land use, ecological and plant interactions to ensure successful establishment.

III. Existing native trees, shrubs, and ground cover shall be retained and incorporated into the landscape plan to the maximum extent practicable.

IV. Unless otherwise specified, proper maintenance of landscaping shall be the responsibility of the property owner.

V. Integrated pest management (IPM) principles and techniques shall be encouraged as part of the landscaping design. Some examples of IPM principles and techniques include the following:
i. Select plants that are well adapted to soil conditions at the site. ii. Select plants that are well adapted to sun and shade conditions at the site.

Consider future conditions when plants reach maturity. Consider seasonal changes and time of day.
iii. Provide irrigation appropriate to the water requirements of the selected plants. iv. Select pest and disease resistant plants.
v. Plant a diversity of species to prevent a potential pest infestation from affecting the entire landscaping plan.
vi. Use “insectary” plants in the landscaping to attract and keep beneficial insects.

VI. Landscaping shall also comply with City of Livermore’s “Water Efficient Landscape Ordinance”. However, areas of a site used for bio-swales or other landscaped areas that function as a storm water treatment measure shall be exempt from the Water Efficient Landscaping requirements.

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10 VII. An efficient irrigation system shall be installed in areas requiring irrigation. An example of an efficient irrigation system is one that includes a weather-based (automatic, self-adjusting) irrigation controller with a moisture and/or rain sensor shutoff, and in which sprinkler and spray heads are not permitted in areas less than 8 feet wide.

5. Pool, Spa, and Fountain Discharges
a. New or rebuilt swimming pools, hot tubs, spas and fountains must have a connection to the sanitary sewer to facilitate draining. This connection could be a drain in the pool to the sanitary sewer or a cleanout located close enough to the pool so that a hose can readily direct the pool discharge into the sanitary sewer cleanout. b.When draining is necessary, a hose or other temporary system shall be directed into a sanitary sewer cleanout, or vegetated areas that are large enough to accommodate the volume without allowing the discharged water to flow to the storm drain system or receiving water body.

6. Food Service Equipment Cleaning (NOT USED)

7. Refuse Areas
a. New or redevelopment projects shall provide a roofed and enclosed area for dumpsters, recycling containers, compactors, and food waste containers. The area shall be designed to prevent water run-on to the area, to prevent runoff from the refuse area and to properly contain litter and trash. Dumpster leakage from covered trash and food compactor enclosures shall drain to the sanitary sewer via connection to an approved oil and grease interceptor device.
b. Runoff from trash enclosures, recycling areas, and/or food compactor enclosures or similar facilities shall not discharge to the storm drain system. Trash enclosure areas shall be designed to avoid run-on to the trash enclosure area. In most cases, drains are not permitted within trash enclosure areas. A drain, however, must be provided for compactors. If a drain is required in or beneath dumpsters, compactors, and tallow bin areas, it shall be connected to a grease removal device prior to discharging to the sanitary sewer.

8. Outdoor Process Activities/Equipment (NOT USED)

9. Outdoor Equipment/Materials Storage (NOT USED)

10. Vehicle/Equipment and Commercial/Industrial Cleaning (NOT USED) ATTACHMENT 5
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11 11. Vehicle/Equipment Repair and Maintenance (NOT USED)

12. Fuel Dispensing Areas (NOT USED)

13. Loading Docks (NOT USED)

14. Fire Sprinkler Test Water
Provisions shall be made in the project design and construction to allow for the discharge of fire sprinkler test water to an onsite vegetated area. If this is not feasible, provide for discharge to the sanitary sewer in accordance with current plumbing codes.

15. Miscellaneous Drain or Wash Water
a. Boiler drain lines shall be connected to the sanitary sewer system and may not discharge to the storm drain system.
b. For small air conditioning units, air conditioning condensate shall be directed to landscaped areas as a minimum BMP. For large air conditioning units, in new developments or significant redevelopments, condensation lines shall be connected to the sanitary sewer system, wherever feasible.
c. Roof drains shall discharge and drain away from the building foundation to landscaped areas wherever feasible.
d. Washing and/or steam cleaning activities must be performed at an appropriately equipped facility that drains to the sanitary sewer as specified in Section J. Any outdoor washing or pressure washing must be in compliance with the City’s Stormwater Management Program requirements and managed in such a way that there is no discharge of soaps or other pollutants to the storm drain system. The applicant shall contact the Water Resources Division for specific discharge requirements.

16. Architectural Copper Installation (NOT USED)
B. II. OPERATIONAL BMPS
This section details Best Management Practices (BMP) that private property owners and/or the occupants of private property must implement following the construction of projects. Ultimately, the responsibility for implementation of these BMPs rests with the property owners. The City of Livermore’s Source Control Program routinely performs inspections of industrial and commercial sites to verify BMP implementation and effectiveness.

1. Paved Sidewalks and Parking Lots
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12 Sidewalks and parking lots shall be swept regularly to minimize the accumulation of litter and debris. Wash water resulting from the pressure washing of parking lots must be captured, pretreated (if necessary) to meet local discharge limits and discharged to the sanitary sewer.

Wash water resulting from the pressure washing of sidewalks may be allowed to drain to the storm drain system provided that (a) no soap or other cleaning agents are used, and (b) all debris are trapped and collected to prevent entry into the storm drain system. Under no circumstances shall wash water containing any soap or other cleaning agents be discharged to the storm drain system.

2. Private Streets, Utilities and Common Areas
a. The owner of private streets and storm drains shall prepare and implement a plan for street sweeping of paved private roads and cleaning of all storm drain inlets. b. For residential developments, where other maintenance mechanisms are not applicable or otherwise in place, a Property Owners Association, Landscape& Lighting District, or an equivalent mechanism shall be created and shall be responsible for maintaining all private streets and private utilities and other privately owned common areas and facilities on the site including landscaping. These maintenance responsibilities shall include implementing and maintaining storm water BMPs associated with improvements and landscaping.

CC&R’s creating the association shall be reviewed and approved by the City prior to the recordation of the Final Map and recorded prior to the sale of the first residential unit. The CC&R’s or Landscape & Lighting District shall describe how the storm water BMPs associated with privately owned improvements and landscaping shall be maintained and detail contact information for the entity responsible for such maintenance activities.

3. Vehicle/Equipment Repair and Maintenance
a. No person shall dispose of, or permit the disposal, directly or indirectly, of vehicle fluids, hazardous materials, or rinse water from parts cleaning operations into storm drains. b. No vehicle fluid removal shall be performed outside a building, or on asphalt or ground surfaces, whether inside or outside a building, except in such a manner as to ensure that any spilled fluid will be in an area of secondary containment. Leaking vehicle fluids shall be contained or drained from the vehicle immediately.
c. No person shall leave unattended drip parts or other open containers containing vehicle fluid, unless such containers are in use or in an area that cannot discharge to the storm drain.

4. Fueling Areas (NOT USED)

5. Loading Docks (NOT USED)

6. On-site Storm Drains
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13 All on-site storm drains must be inspected and, if necessary, cleaned at least once a year immediately prior to the rainy season.

7. Architectural Copper Cleaning, Treating or Washing (NOT USED)

10. WATER SUPPLY (CITY)
Because the Developer has chosen to install the City standard asphalt street section for the majority of the streets with only specialty paving (i.e. pavers, stamped concrete, stamped asphalt, etc.) in a few areas to act as “accents” to the project entry or other areas as approved by the City Engineer, the water lines may be publicly maintained. However, in order to facilitate the maintenance and repair of the water lines in the future, the Developer shall install a casing for the pipe or other pipe protective measures as approved by the City Engineer, in all locations where the pipe runs under specialty paving. Additionally, no pipe joints will be allowed in specialty paving areas.

Water mains shall be extended across all frontages of each phase and all waterline valves must notate “EPDM” on the valve body.

Because the project is located within the City of Livermore Water Zone 1, the developer shall install pressure reduction valves (PRVs), backflow prevention devices and appurtenances on the potable and reclaimed water services as directed by the City Engineer.

The fire service backflow preventer(s) shall be effectively screened from the public right-of-way while at the same time preserving ease of maintenance access to the backflow preventer(s).

Screening shall be as specified on City Standard Detail W-10A, B and C. The fire service backflow preventer(s) shall meet the performance standards of the backflow preventer shown in City Standard Detail W-10A, B and C.

11. UNDERGROUNDING OF UTILITIES:

All existing and new electric (with the exception of any 60 KV and higher voltage wires) and communication lines along the project frontage and within the project shall be placed underground.

Electric, gas, Comcast and SBC utilities are required and shall be placed in a common trench. All electric transformers shall be placed underground.

12. TRAILWAY/BIKEWAY REQUIREMENTS
Active Transportation Plan
Certain portions of this development are within the City of Livermore Active Transportation Plan established and adopted as part of the General Plan. The Developer will be required to design and construct the Class IV bike as conditioned in Section 4 of these Engineering Considerations.

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14 13. MEDIANS AND OTHER LANDSCAPED AREAS
Since the City has a new centralized irrigation system with a computer terminal and modem located at the City’s Maintenance Service Center, the Developer shall install a City standard centralized irrigation controller system with communication accessories as approved by the City. The City may exempt this requirement based on the limited size of the landscape area.

14. HORTICULTURIST'S REPORT
A Horticulturist’s report will be required if the site is located north of Highway I-580.

15. SPECIAL DISTRICTS
A. Landscaping and Lighting Maintenance and Operation
This development is within Landscape Maintenance District LL-821 that was created to maintain public improvements within Shea commercial properties. Because the property has been rezoned from commercial to residential, the Developer shall either a. de-annex this property from LL-821 and annex into Landscape Maintenance District LL-857 which was created to maintain public improvements within Shea residential properties. The Developer shall initiate and bear the costs for the de-annexation from LL-821 and the annexation to LL-857, or
b. Adjust the LL-821 assessments so that the residential portion of the district continues to pay their share of the maintenance in the same proportion as when the project was zoned commercial. The Developer shall initiate and bear the costs for these adjustments in LL-821.

B. Assessment District
This development shall annex into Citywide Community Facilities Maintenance District No 2021-1 to provide for maintenance funds for their pro-rata share of public infrastructure and landscaping that is installed with the Isabel Neighborhood Specific Plan.

The Developer shall initiate and bear the costs for the annexation into CFMD 2021-1.

Annexation documents shall be filed with the filing of the final map. The necessary documentation shall be submitted for City review with the first improvement plan submittal.

C. Mello Roos District
This development is within the Shea Community Facilities District No. 2006-01 and is subject to the charges and requirements thereof.

16. AIRPORT LOCATION
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15 This development is located in the vicinity of the Livermore Municipal Airport. Aircraft operations in the vicinity of the property may potentially create nuisances, including but not limited to noise, vibration or odors. The owner and or future buyer should be aware that operations and flight numbers at the Livermore Municipal Airport could increase in the future. A report must be filed with the Division of Real Estate relative to this matter.

The property is subject to an avigation easement previously granted to the City as document number 2003006164.

17. SUBDIVISION AGREEMENT AND SECURITY
Following tentative map approval, the Subdivision Improvement Agreement will not be submitted to the City Council until the Developer has submitted all of the documents indicated in the “Final Approval Map Checklist” in the Development Plan Check and Procedures Manual (30) days prior to the city council meeting at which the final map will be considered for final approval by the City Council.

18. FEE AMOUNTS
Except as otherwise vested in Development Agreement 114-97, the Developer will be required to pay the applicable development impact fees and project processing fees due in connection with this subdivision. The fee shall be the amount in effect at the time the fee is required to be paid.

19. VEHICLE ACCESS
Prior to or with the submittal for the first plan check of the tract improvement plans and final map, the Developer shall submit for review and approval a traffic control plan for providing safe entry to and exit from the site. The purpose of the plan is to ensure that there will be safe entry and exit by construction and other vehicles prior to the installation of the required permanent improvements on Portola Avenue and Montage Drive.

If this plan requires the construction of improvements on Portola Avenue and Montage Drive, then these improvements shall be constructed prior to the beginning of any on-site work.

Access to the development by construction equipment, material delivery and other heavy loads shall be limited by the Developer to the following route:

I-580, Airway Blvd, Isabel Avenue, North Canyons Parkway, Portola Avenue, Montage Drive
Such heavy loads will not be allowed on existing residential streets in the vicinity of the development.

The wheel-loading on the above routes shall not exceed State load limits.

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16 20. DEVELOPMENTS WITH PRIVATE ROADWAYS AND UTILITIES (Condominiums, Row Houses, Cluster, etc.)
The private improvements of the private street system are part of the improvements required of this subdivision. For this reason, the Developer shall pay Engineering Division plan check and construction inspection fees and the City Engineering Division will provide these services. The Developer will also provide subdivision security for the required private improvements.

21. PHASING
The developer is proposing to construct Tentative Tract Map 8613 in two phases as shown on the tentative map. The required improvements shall be bonded for and constructed, and the necessary dedications made, with the respective phases of Tentative Map 8121 as follows:

Phase 1:
a) Relocation of sewer main
b) Stormwater Quality Basin
c) Traffic signal on Portola Avenue
d) Class IV Bike lane on Portola Avenue
e) Bus platform on Portola Avenue
f) Portola Avenue westbound lane reconfiguration
g) Local private streets to serve the Townhomes
h) All utilities to serve the Townhomes
Phase 2:
a. Local Streets to serve the Apartments
b. Emergency Vehicle Access through Phase 2 connecting to the main street in Phase 1.

JW:DES
VTTM 8613 (SUB21-006) Shea Homes - Portola Avenue 7-5-22 Final for PC.docx ATTACHMENT 5
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Responsible Agency/Department/Party Timing of Verification COL City of Livermore CDFW California Department of Fish & Wildlife TM Prior to approval of tentative tract maps Zone 7 Alameda County Flood Control District – Zone 7 USFWS United States Fish and Wildlife Service FM Prior to approval of final tract maps LARPD Livermore Area Recreation and Park District LVJUSD Livermore Valley Joint Unified School District BP Prior to approval of building and/or grading plans BART Bay Area Rapid Transit District LPC Las Positas College C During construction LAVTA Livermore Amador Valley Transit Agency BAAQMD Bay Area Air Quality Management District PC Post construction/on-going

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Livermore City CouncilJuly 25, 2022

Livermore City Council
July 25, 2022