Livermore City Council
September 12, 2022

TERMS OF SALE

B ASIS OF AWARD. Unless all bids are rejected as described in this Notice of Sale, the Certificates will be awarded to the responsible bidder whose bid produces the lowest true interest cost with respect to the Certificates. The true interest cost specified in any bid will be that rate which, when used in computing the present value of principal and interest to be paid on all Certificates from the expected date of delivery (which is assumed for computational purposes to be October __ , 2022), to their respective maturity dates, or mandatory sinking fund prepayment dates in the case of term Certificates , produces an amount equal to the purchase price (including any premium) specified in such bid. For purposes of computing the true interest cost represented by any bid, the purchase price specified in such bid shall be equal to the par amount of the Certificates plus any premium specified in such bid, less any original issue discount, and the true interest cost shall be calculat ed by the use of a semiannual interval of compounding interest based on the Interest Payment Dates for the Certificates . In the event of a tied bid, the procedure for determining the winning bid will be the toss of a coin to be conducted by the City among such bidders whose bids have produced the tie.

ALL OR NONE BID. Any prospective purchaser may submit a bid for the Certificates , provided that if any of the Certificates are bid for, then all of the Certificates must be bid for.

PURCHASE PRICE; PAR, PREMIUM, AND DISCOUNT. The Certificates maturing on and after April 1, 20__, must bear an interest rate of not less than ______%. Bids for the Certificates maturing before April 1, 20__, may provide for reoffering at par value, or at a premium.

BOND INSURANCE. Bids involving bond insurance will not be accepted.

EXHIBIT F
586
FORM OF BID. All bids for the Certificates must be unconditional and for not less than all of the Certificates offered for sale. Each bid must be in accordance with the terms and conditions set forth herein. Bids will only be accepted via PARITY® pursuant to this Notice until ______:00 a.m., California Time on the date set forth for receipt of bids. To the extent any instructions or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control.

For further information about PARITY® , potential bidders may contact the City’s municipal advisor (see the cover page of this Notice of Sale for contact information).

Bids may be submitted on the attached Bid Form.

ELECTRONIC BIDS . Solely as an accommodation to bidders, the City will receive bids delivered electronically through the following service (the “Bid Service” or “Parity®”).

IHS Markit
450 West 33rd Street
New York, New York 10001
(212) 849-5023
Internet address: http://www.newissuehome.i-deal.com

If any provision of this Notice of Sale conflicts with information provided by the Bid Service, this Notice of Sale shall control. Each bidder submitting an electronic bid agrees by doing so that it is solely responsible for all arrangements with (including any charges by) the Bid Service, that the City does not endorse or encourage the use of the Bid Service, and that the Bid Service is not acting as an agent of the City. Instructions for submitting electronic bids must be obtained from the Bid Service, and the City does not assume any responsibility for ensuring or verifying bidder compliance with the Bid Service’s procedures. The City shall be entitled to assume that any bid received via the Bid Services has been made by a duly authorized agent of the bidder.

If a bidder submits an electronic bid for the Certificates, such bidder thereby agrees to the following terms and conditions:

(i) If any provision in this Notice of Sale with respect to the Certificates conflicts with information or terms provided or required by the Bid Service, this Notice of Sale, including any amendments issued through the News Service, shall control;

(ii) each bidder shall be solely responsible for making necessary arrangements to access the Bid Service for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Sale;

(iii) the City shall not have any duty or obligation to provide or assure access to the Bid Service to any bidder, and the City shall not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of the Bid Service or any incomplete, inaccurate or untimely bid submitted by any bidder through the Bid Service;

(iv) the City is using the Bid Service as a communication mechanism, and not as an agent of the City, to conduct the electronic bidding for the Certificates;

(v) the Bid Service is acting as an independent contractor, and is not acting for or on behalf of the City;

(vi) the City is not responsible for ensuring or verifying bidder compliance with any procedures established by the Bid Service;

(vii) the City may regard the electronic transmission of a bid through the Bid Service (including information regarding the purchase price for the Certificates and interest rates for any maturity of the Certificates) as though the information were submitted on the Official Bid Form and executed on the bidder’s behalf by a duly authorized signatory;

EXHIBIT F
587

(viii) if the bidder’s bid is accepted by the City, the Official Bid Form, this Notice of Sale and the information that is transmitted electronically through the Bid Service shall form a contract, and the bidder shall be bound by the terms of such contract; and

(ix) information pro vided by the Bid Service to bidders shall form no part of any bid or any contract between the winning bidder and the City unless that information is included in this Notice of Sale provided by the City.

WARNING REGARDING ELECTRONIC BIDS. THE CITY WILL A CCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY® ON THE OFFICIAL BID FORM CREATED FOR THAT PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID

UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY® , THAT THE C ITY NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF PARITY® , AND THAT PARITY® IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY® , AND THE CITY ASSUMES NO

RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY® . THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY® HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.

THE CITY , THE MUNICIPAL ADVISOR AND BOND COUNSEL ASSUME NO

RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED

ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR

RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT THE PLACE OF BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY PARITY® AS THE OFFICIAL TIME.

TRUE INTEREST COST. Bidders are requested to supply a calculation of the true interest cost of the Certificates t o the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. The true interest cost specified in any bid will be that rate which, when used in computing the present value of all payments of principal and interest to be paid on all Certificates from the Closing Date (which is anticipated to be October__, 2022) to their respective maturity dates or mandatory sinking fund prepayment dates, produces an amount equal to the purchase price (including any premium) specified in such bid.

DELIVERY AND PAYMENT. It is estimated that delivery of the Certificates will be made to the Purchaser on or about October __, 2022. Payment of the purchase price (less the amount of the good faith deposit described in “ GOOD FAITH DEPOSIT” below) must be made in funds immediately available to the City.

UNDERWRITING GROUP. Each bidder is requested to furnish the names of all joint managers participating in the bid. The successful bidder will be required to submit a list of all syndicate members in addition to the managers not later than 24 hours after receiving a verbal award.

RIGHT OF CANCELLATION OF SALE BY THE CITY. The City reserves the right, in its sole discretion, at any time before the time for the receipt of bids to cancel the public sale of the Certificates. In such event, the City shall cause notice of cancellation of this invitation for bids and the public sale of the Certificates to be communicated through Thomson Municipal News as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Certificates.

RIGHT TO MODIFY OR AMEND . The City reserves the right, in its sole discretion, to modify or amend this Notice of Sale including, but not limited to, the right to change the principal

EXHIBIT F
588
amount and principal amortization schedule of the Certificates being offered, however, such modifications or amendments shall be made not later than 1 :00 p.m., California time, on the business day prior to the bid opening and communicated through Thomson Municipal News.

RIGHT OF POSTPONEMENT BY THE CITY. The City reserves the right, in its sole discretion, to postpone, from time to time, the date and time established for the rec eipt of bids.

Any such postponement will be communicated through Thomson Municipal News not later than 1:00 p.m., California time, on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date will be announced via Thomson Municipal News by 1:00 p.m. California Time on the business day prior to such alternative sale date. On any such alternative sale date and time, any bidder may submit a bid for the purchase of the Certificates in conformity in all respects with the provisions of this Notice of Sale , except for the date of sale and except for the changes announced by Thomson Municipal News at the time the sale date and time are announced.

RIGHT OF REJECTION. The City reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. The City retains absolute discretion to determine whether any bid is timely, complete or legible. The City takes no responsibility for informing any bidder prior to the time for receiving bids that its bid is incomplete, illegible or not received.

PROCESS OF AWARD. The City will take final action awarding the Certificates or rejecting all bids not later than thirty (30) hours after the time for receipt of bids, unless such time period is waived by the Purchaser (defined below).

The following steps constitute the City’s process for a final award of the Certificates:

( 1) The City’s municipal advisor, on behalf of the City, will give a verbal notice of award to the apparent winning bidder (the “Apparent Winning Bidder”) to be determined as described below under “–BASIS OF AWARD” above.

(2) The Apparent Winning Bidder shall provide within one hour of verbal notice the initial reoffering prices and confirm that it is prepared to execute the Issue Price Certificate described under “REOFFERING PRICE CERTIFICATE AND ESTABLISHMENT OF ISSUE PRICE” below.

(3) The Apparent Winning Bidder shall provide the Good Faith Deposit by wire transfer, as described under “GOOD FAITH DEPOSIT.”

(4) The City’s municipal advisor will fax or email to the Apparent Winning Bidder confirmation of the final principal amortization schedule and purchase price for the Certificates, after adjustments, if any, are made, as described under “ DESCRIPTION OF THE CERTIFICATES– ADJUSTMENT OF PRINCIPAL AMOUNTS.”

(5) The City will email to the Apparent Winning Bidder written confirmation of the final award.

Upon completion of all the steps described above, the Apparent Winning Bidder will be deemed the Purchaser of the Certificates (the “Purchaser”) and will be bound by the t erms of the contract to purchase the Certificates, which contract shall consist of: (a) this Notice of Sale; (b) the information that is transmitted electronically by the bidder through Parity ®; and (c) any adjustments to the final principal amortization schedule and purchase price made as described under “DESCRIPTION OF THE CERTIFICATES– ADJUSTMENT OF PRINCIPAL AMOUNTS.”

GOOD FAITH DEPOSIT. A Good Faith Deposit (“Deposit”) in the form of a wire transfer in the amount of $___ payable to the order of the City, must be provided by the Apparent Winning Bidder not later than 3:30 p.m., California time, on the next business day following the award, as

EXHIBIT F
589
a guaranty that the Purchaser will accept and pay for the Certificates in accordance with the terms of the bid. The Deposit made by wire transfer must be in immediately available funds and to the account at the wire address specified by the City to the Apparent Winning Bidder. The Deposit will be applied to the purchase price of the Certificates. If after the award of the Certificates the Apparent Winning Bidder fails to complete its purchase on the terms stated in its proposal, the Deposit will be retained by the City. No interest on the Deposit will accrue to any bidder.

Upon the determination by the City of the Apparent Winning Bidder (as described above under “PROCESS OF AWARD”), the City ’s municipal advisor will request the Apparent Winning Bidder to (i) wire the Good Faith Deposit to the Trustee, as described above, and (ii) provide, within ninety (90) minutes of such request, the Federal wire reference number of such Good Faith Deposit.

In the event that the Apparent Winning Bidder does not wire the Good Faith Deposit as required, or does not provide the Federal wire reference number confirming the wire- transfer of such deposit to the municipal advisor within the time specified above, the City may reject the bid of the Apparent Winning Bidder and may award the Certificates to a responsible bidder that submitted a conforming bid that represents the next lowest true interest cost to the City.

No interest will be paid upon a Good Faith Deposit made by an Apparent Winning Bidder . Upon receipt of the Good Faith Deposit by the City , the Good Faith Deposit will immediately become the property of the City. The Good Faith Deposit will be held and invested for the exclusive benefit of the City. The Good Faith Deposit, without interest thereon, will be credited against the purchase price of the Certificates purchased by the Purchaser at the time of delivery thereof.

If the purchase price is not paid in full upon tender of the Certificates , the City shall retain the Good Faith Deposit and the Purchaser will have no right in or to the Certificates or to the recovery of its Good Faith Deposit, or to any allowance or credit by reason of such deposit, except pursuant to a right of cancellation. See “ RIGHT OF CANCELLATION.” In the event of nonpayment of the purchase price for the Certificates by the Purchaser, the City reserves any and all rights granted by law to recover the full purchase price of the Certificates and, in addition, any damages suffered by the City.

REOFFERING PRICE CERTIFICATE AND ESTABLISHMENT OF ISSUE PRICE:

Upon notification that it has submitted the winning bid, the Purchaser shall provide the initial offering prices at which it has offered or reasonably expects to offer all of the Certificates of each maturity to the general public (excluding bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public offering.

Prior to delivery of the Certificates, the Purchaser shall be required to provide to City a reoffering price certification in form and substance similar to either the certificate attached as Appendix A to the Official Bid Form, the certificate attached as Appendix B to the Official Bid Form, or the certificate attached as Appendix C to the Official Bid Form. In addition, based on reasonable requests of Bond Counsel, the Purchaser will provide information regarding its sales of the Certificates. For purposes of this paragraph, sales of the Certificates to other securities brokers or dealers will not be considered sales to the general public.

(b) The City intends that the provisions of Treasury Regulation Section 1.148 - 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Certificates) will apply to the initial sale of the Certificates (the “competitive sale requirements”) because:

(1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters;

(2) all bidders shall have an equal opportunity to bid;

EXHIBIT F
590

(3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and

(4) The City anticipates awarding the sale of the Certificates to the bidder who submits a firm offer to purchase the Certificates at the highest price (or lowest overall true interest cost), as set forth in this Notice of Sale.

Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Certificates, as specified in the bid.

(c) If the competitive sale requirements are not satisfied, the City shall so advise the Purchaser. In such event, the City shall treat the first price at which 10% of a maturity of the Certificates (the “10% test ”) is sold to the public as the issue price of that maturity unless the Purchaser has elected on the bid form to apply the “hold-the- offering price rule,” as described below, in which case the initial offering price to the public as of the sale date of any maturity of the Certificates will be treated as the issue price of that maturity, in each case applied on a maturity-by-maturity basis. If the competitive sale requirements are not satisfied, the Purchaser shall advise the City if any maturity of the Cer tificates satisfies the 10% test as of the date and time of the award of the Certificates, and if the Purchaser has elected to apply the hold -the- offering-price rule, the Purchaser shall notify the City, within one hour of the time of award of the Certificates, which maturities of the Certificates satisfy the 10% test and which maturities shall be subject to the hold- the-offering-price rule. Bids will not be subject to cancellation if the competitive sale requirements are not satisfied.

(d) By submittin g a bid, the Purchaser shall (i) confirm that the underwriters have offered or will offer the Certificates to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the Purchaser and (ii) if the Purchaser has elected to use the hold-the-offering- price rule, the Purchaser agrees, on behalf of the underwriters participating in the purchase of the Certificates, that the underwriters will neither offer nor sell unsold Certificates of any maturity to which the hold- the-offering-price rule applies to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on t he earlier of the following:

(1) the close of the 5th business day after the sale date; or

(2) the date on which the underwriters have sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the initial off ering price to the public.

The Purchaser shall promptly advise the City when the underwriters have sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the 5th business day after the sale date.

(e) If the competitive sale requirements are not satisfied, and the Purchaser does not elect to use the hold-the-offering-price rule, then until the 10% test has been satisfied as to each maturity of the Certificates, the Purchaser agrees to promptly report to the City the prices at which such unsold Certificates of that maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Certificates of that maturity or until all Certificates of that maturity have been sold.

(f) The City acknowledges that, if the Purchaser has elected to use the hold- the- offering-price rule, in making the representation set forth above, the Purchaser will rely on (i) the agreement of each underwriter to comply with the hold- the-offering-price rule, as set forth in an

EXHIBIT F
591
agreement among underwriters and the related pricing wires, (ii) if a selling group has been created in connection with the initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the hold- the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) if an underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Certificates to the public, the agreement of each broker -dealer that is a party to such agreement to com ply with the hold- the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold- the-offering- price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold- the- offering-price rule as applicable to the Certificates.

(g) By submitting a bid, each bidder confirms that:

(i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the Purchaser that either the 10% test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by the Purchaser and as set forth in the related pricing wires, and

(ii) any agreement among underwriters relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Certificates to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the Purchaser or such underwriter that either the 10% test has been satisfied as to the Certificates of that maturity or all Certifi cates of that maturity have been sold to the public and (B) comply with the hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Purchaser or such underwriter and as set forth in the related pricing wires.

(h) Sales of any Certificates to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:

(i) “public” means any person other than an underwriter or a related party,

(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Certificates to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the public),

(iii) a purchaser of any of the Certificates is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both

EXHIBIT F
592
entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

(iv) “sale date” means the date that the Certificates are awarded by the City to the Purchaser.

ADDITIONAL INFORMATION AVAILABLE. Requests for additional informa tion about the Certificates, the City or the Corporation may be directed to the City’s Bond Counsel, Jones Hall, attention: Chris Lynch, telephone (415) 391-5780; or the City’s municipal advisor (see the cover of this Notice of Sale for contact information).

APPROVED by the City Council of the City of Livermore by resolution adopted September 12, 2022.
/s/ Tina Olson
Administrative Services Director
City of Livermore

EXHIBIT F
593

OFFICIAL BID FORM
City of Livermore
2022 Certificates of Participation
(Livermore Village Development)

TO: CITY OF LIVERMORE

BIDDING FIRM’S NAME: ________________________

DATE: __________, 2022

As provided in the Notice of Sale with regard to this financing, we offer to purchase all of the captioned certificates of participation ( the “Certificates”), more particularly described in Preliminary Official Statement dated _______________, 2022 . We hereby agree to pay $_________ which is not less than $_________* or 100% of par for the Certificates with principal and interest to be payable in the amounts and at the interest rates set forth below. The Purchase Price equals the principal amount with respect to the Certificates ($____________*) [plus a Premium of $_____________] [minus a Discount of $______].

EXHIBIT F
594
Schedule of Maturity Dates, Principal Amounts**, and Interest Rates (Check One)
Maturity
Date
(April 1)
Principal∗
Amount
Serial**
Maturity
Mandatory**
Sinking Fund
Prepayment
Interest
Rate
2023 $ ________ ________ ______%
2024 ________ ________ ______
2025 ________ ________ ______
2026 ________ ________ ______
2027 ________ ________ ______
2028 ________ ________ ______
2029 ________ ________ ______
2030 ________ ________ ______
2031 ________ ________ ______
2032 ________ ________ ______
2033 ________ ________ ______
2034 ________ ________ ______
2035 ________ ________ ______
2036 ________ ________ ______
2037 ________ ________ ______
2038 ________ ________ ______
2039 ________ ________ ______
2040 ________ ________ ______
2041 ________ ________ ______
2042 ________ ________ ______
2043 ________ ________ ______
2044 ________ ________ ______
2045 ________ ________ ______
2046 ________ ________ ______
2047 ________ ________ ______
2048 ________ ________ ______
2049 ________ ________ ______
2050 ________ ________ ______
2051 ________ ________ ______
2052 ________ ________ ______

Our calculation of the true interest cost (determined as described in the section of the Notice of Sale entitled “Basis of Award”), which is considered to be informative only and not a part of the proposal, is as follows: The total amount of interest payable on the Certificates during the life of the issue under the attached bid is $ . The amount of premium is $ . The true interest cost is __________________%.

Check One:

_____ There is enclosed herewith a (certified) (cashier’s) check for $ ________ payable to the order of the City of Livermore.
_____
We agree to provide a wire transfer not later than 3:30 p.m., California time, on the next business day following the award, in the amount of $ ___________ in immediately available funds to the account at the wire address specified by the City of Livermore to us.

If the competitive sale requirements are not met and 10% of any maturity of the Certificates are not sold at the initial offering price on the Sale Date, the bidder hereby indicates its preference that the City of Livermore determine the issue price of any such maturity using the rule marked below, each as described in the Notice of Sale under the caption “Reoffering Price Certificate and Establishment of Issue Price”:
∗ Subject to adjustment as described under “ADJUSTMENT OF PRINCIPAL PAYMENTS.” ** Place a check in the appropriate column indicating whether the principal component is a serial maturity or mandatory sinking fund prepayment. Circle the final maturity of each term Bond specified.

EXHIBIT F
595

_______ The 10% test
_______ The hold-the-offering-price rule

If the competitive sale requirements are not met, and the bidder elects to use the hold- the-offering-price rule, the winning bidder shall notify the City of Livermore , within one hour of the City of Livermore ’s acceptance of the bid, which maturities of the Certificates satisfy the 10% test and which maturities shall be subject to the hold-the-offering-price rule.

We agree that if we are the successful bidder for the Certificates we will provide the City of Livermore with a Final Reoffering Price Certificate in the form attached as Appendix A , Appendix B or Appendix C hereto.

We hereby represent that as of the date of award and as of the date of delivery of the Certificates, all members of our account either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in said depository.

Following is a list of the members of our account on
whose behalf this bid is made.

Respectfully submitted,

List of Members of Account: Firm:

Account Manager

By:

Printed Name:

Title:

Address:

Telephone No.:

Fax No.:

Email:

EXHIBIT F
596
AP

PENDIX A TO OFFICIAL BID FORM
FORM OF REOFFERING PRICE CERTIFICATE*

TO BE DELIVERED IF COMPETITIVE SALE REQUIREMENTS ARE MET (I.E., 3 BIDS

FROM COMPETITIVE PROVIDERS ARE RECEIVED)

$____________
City of Livermore
2022 Certificates of Participation
(Livermore Village Development)

ISSUE PRICE CERTIFICATE

The undersigned, on behalf of [ NAME OF UNDERWRITER ] ( “[SHORT NAME OF UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the above- captioned obligations (the “Certificates”).

1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Certificates to the Public by [ SHORT NAME OF UNDERWRITER ] are the prices listed in Schedule 1 (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Certificates used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Certificates. Attached as Schedule 1 is a true and correct copy of the bid provided by [ SHORT NAME OF UNDERWRITER ] to purchase the Certificates.
(b) [ SHORT NAME OF UNDERWRITER] was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by [ SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase the Certificates.

2. Defined Terms.
(a) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [DATE]. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [ SHORT NAME OF UNDERWRITER]’s interpretation of any laws, including

EXHIBIT F
597
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Certificates , and by Jones Hall, A Professional Law Corporation, in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G , and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates.

Dated: [ISSUE DATE] [UNDERWRITER]

By:

Name and Title

EXHIBIT F
598
SCHEDULE 1

BIDDING DOCUMENTATION AND INITIAL OFFERING PRICES

EXHIBIT F
599

APPENDIX B TO OFFICIAL BID FORM

FORM OF REOFFERING PRICE CERTIFICATE

TO BE DELIVERED IF COMPETITIVE SALE REQUIREMENTS ARE NOT MET (3 COMPETITIVE BIDS ARE NOT RECEIVED) AND 10% TEST IS USED FOR ISSUE PRICE

$____________
City of Livermore
2022 Certificates of Participation
(Livermore Village Development)

ISSUE PRICE CERTIFICATE

The undersigned, on behalf of [ NAME OF UNDERWRITER/REPRESENTATIVE] ([“[SHORT NAME OF UNDERWRITER]”)][the “Representative ”)][, on behalf of itself and [ NAMES OF OTHER UNDERWRITERS] (together, the “Underwriting Group ”),] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Certificates”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule 1.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) [ SHORT NAME OF UNDERWRITER ][The Underwriting Group] offered the Hold- the- Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule 1. (b) As set forth in the Notice of Sale and bid award, [ SHORT NAME OF UNDERWRITER][the members of the Underwriting Group ] [has][have] agreed in writing that, (i) for each Maturity of the Hold- the-Offering-Price Maturities, [ it][they] would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold- the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold- the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Ce rtificates listed in Schedule 1 hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule 1 hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, wi th respect to a Hold- the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([ DATE]), or (ii) the date on which [ SHORT NAME OF UNDERWRITER][the Underwriters ] [has][have] sold at least 10% of such Hold- the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.

EXHIBIT F
600
(d) Issuer means the City of Livermore, California.
(e) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [DATE]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a ret ail distribution agreement participating in the initial sale of the Certificates to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [ NAME OF UNDEWRITING FIRM ][the Representative’s] interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Certificates , and by Jones Hall, A Professional Law Corporation, in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G , and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates.

Dated: [ISSUE DATE] [UNDERWRITER]

By:

Name and Title

EXHIBIT F
601
SCHEDULE 1

LISTING OF 10% TEST, UNDERSOLD MATURITIES AND PRICING WIRE

EXHIBIT F
602

APPENDIX C TO OFFICIAL BID FORM

FORM OF REOFFERING PRICE CERTIFICATE

TO BE DELIVERED IF COMPETITIVE SALE REQUIREMENTS ARE NOT MET (3

COMPETITIVE BIDS ARE NOT RECEIVED) AND PURCHASER ELECTS TO USE HOLD -

THE-OFFERING-PRICE FOR ISSUE PRICE

$____________
City of Livermore
2022 Certificates of Participation
(Livermore Village Development)

ISSUE PRICE CERTIFICATE

The undersigned, on behalf of [ NAME OF UNDERWRITER/REPRESENTATIVE] ([“ [SHORT NAME OF UNDERWRITER] ”)][the “Representative ”)][, on behalf of itself and [NAMES OF OTHER UNDERWRITERS] (together, the “Underwriting Group”), ] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Certificates”).

1. Initial Offering Price of the Certificates.
(a) [ SHORT NAME OF UNDERWRITER][The Underwriting Group] offered each Maturity of the Certificates to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule 1. (b) As set forth in the [ Bond Purchase Agreement][Notice of Sale and bid award ], [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Certificates , [it ][they] would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold- the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Certificates at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period.

2. Defined Terms.
(a) Holding Period means, for each Maturity of the Certificates , the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([ DATE]), or (ii) the date on which [SHORT NAME OF THE UNDERWRITER][the Underwriters] [has][have] sold at least 10% of such Maturity of the Certificates to the Public at prices that are no higher than the Initial Offering Price for such Maturity.
(b) Issuer means City of Livermore, California.
(c) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have gr eater than 50% common ownership, directly or indirectly.

EXHIBIT F
603
(
e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [DATE]. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [ NAME OF UNDEWRITING FIRM ][the Representative’s] interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Certificates , and by Jones Hall, A Professional Law Corporation, in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G , and other federal income tax advice t hat it may give to the Issuer from time to time relating to the Certificates.

Dated: [ISSUE DATE] [UNDERWRITER]

By:

Name and Title

EXHIBIT F
604
S
CHEDULE 1

LISTING OF HOLD-THE-PRICE MATURITIES, INITIAL OFFERING PRICES AND

PRICING WIRE

EXHIBIT F
605

CITY COUNCIL STAFF REPORT
ITEM NO. 10.1

DATE:

September 12, 2022
TO:

Honorable Mayor and City Council
FROM:

Tina Olson, Administrative Services Director
SUBJECT:

Supplemental materials received prior to the meeting.

RECOMMENDED ACTION

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

2.2 Livermore Housing Authority annual update presented by Executive Director Sarah Ramler.

Material: PowerPoint Presentation

6.1 Discussion and direction regarding Comprehensive General Plan Update – Draft Land Use Alternatives

Materials: Public Comment Received and PowerPoint Presentation

6.2 Resolution approving, authorizing, and directing a lease financing of the L Street parking garage (Livermore Village parking garage) and related improvements, the sale of Certificates of Participation, the distribution of a preliminary and final official statement, and granting to the Mayor, City Manager, Administrative Services Director, City Attorney, or designee the authority to approve the related documents and actions.

Material: PowerPoint Presentation

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

Material: Council Reports

DISCUSSION
606

ATTACHMENTS

1. Supplemental Materials.pdf

Prepared by: Debbie Elam
Deputy City Clerk

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
607
1 Livermore HousingAuthorityAnnual UpdateS E PT EMB E R 2 02 2P R ES EN T E D BY SA R A H R AM L ER, E X EC U TI VE DI R EC TO R LIVERMORE HOUSING AUTHORITY 20221LHA Administered Housing Programs •533 households served• 402Tenant Based Vouchers• 85Project Based Vouchers• 40Mainstream Vouchers• 14Veteran Affairs Supportive Housing• 2Homeownership VouchersHousing Choice Voucher Program (Section 8)–voucher rental subsidies •167 total units• 125Leahy Square• 27Bluebell• 9Las Posadas• 6ChestnutLHA Owned PropertiesLIVERMORE HOUSING AUTHORITY 20222 1 2
Item 2.2 PowerPoint Presentation
608
2 LHA Owned Property Demographics
01277541850102030405060708090Studio 1 Bdrm 2 Bdrm 3 Bdrm 4 Bedrm 5 BedrmBreakdown by Bedroom Size LIVERMORE HOUSING AUTHORITY 20223HCV Program Demographics1323418876220050100150200250Studio 1 Bdrm 2 Bdrm 3 Bdrm 4 Bedrm 5 BedrmBreakdown by Bedroom Size LIVERMORE HOUSING AUTHORITY 20224
3 4
Item 2.2 PowerPoint Presentation
609
3 Key LHA ActivitiesProperty Improvements:Leahyunderwent a $2.4M rehab improving resident resources, security, and structural updatesBluebellinteriors are being rehabbed on a rolling basis and exterior renovations are set to begin by theend of September 2022Chestnut & Las Posadasrehab is needed at these properties and is being prioritized for next fiscal yearIncreasing HUD Funding and Expanding LHA Programing:Awarded additional vouchers from HUD for the Mainstream ProgramPartnering with the VA to increase number of VASH vouchers(housing vouchers for Veterans)Project basing activities with: Avance, Downtown Livermore Apartments, Pacific Avenue Senior Homes,Vineyards, and will continue to pursue this method of utilizing vouchers through city/communitypartnershipsWill be providing housing and services for homeless students as a result of the over $550k award fromthe State ofCalifornia’sFamily Homelessness Challenge GrantLIVERMORE HOUSING AUTHORITY 202255 Item 2.2 PowerPoint Presentation
610
September 6, 2022Andy RossSenior PlannerPlanning Division City of Livermore1052 S. Livermore AvenueRe: Comments on Proposed Southfront-Vasco Land Use Alternatives for City of Livermore’sGeneral Plan UpdateDear Mr. Ross:McGrath RentCorp (“McGrath”) owns approximately 140 acres of real property located at 5700 Las Positas Road (“Property”)1in the City of Livermore (“City”). The Property is located south of Interstate 580 (“I-580”) near the intersection of Vasco Road and Las Positas Road. The City has identified the Property as part of theSouthfront-Vasco Focus Area in the City’s ongoing evaluation of its preferred land use alternative for the City’s General Plan Update. McGrath has closely reviewed and considered the three land use alternatives for the Southfront-Vasco Focus Area that were presented to the General Plan Advisory Committee (“GPAC”) and the Planning Commission during meetings held in June 2022. As further detailed in this letter, changing the Property’s existing High Intensity Industrial General Plan land use designation – as contemplated in Alternative B and Alternative C – will significantly limit and adversely impact McGrath’s current and future ability to use the Property. McGrath strongly encourages the City to consider alternative long-range planning mechanisms that will authorize existing industrial uses on the Property to continue pursuant to the High Intensity Industrial land use designation and allow for the development of new industrial land uses that will strengthen the City’s economic and employment growth. As further discussed below, McGrath proposes that the City consider establishing a mixed-use overlay designation over the Property’s existing High Intensity Industrial land use designation that would provide property owners the flexibility to develop pursuant to the underlying High Intensity Industrial designation standards or the mixed-use overlay designation standards (e.g., high density residential and/or commercial). McGrath believes that a flexible long-range planning mechanism, such as the establishment of an overlay designation, will better provide the City and property owners with the ability to better respond andadapt to evolving market demands and changing local conditions (e.g., development of the proposed future Southfront Valley Link Station). The Ability to Continue Using the Property for Industrial Use is Critical to McGrath’s Business and Operational Needs McGrath is a longtime employer in the City and operates as a business-to-business rental company that rents and sells relocatable modular buildings, storage containers and offices, electronic test equipment, and liquid and solid containment tanks and boxes. McGrath acquired the Property in 1992 and has been using and operating on the Property since 1997. Since acquiring the Property, McGrath’s business has steadily grown, which resulted in evolving and expanded use of the Property over the past 20-years to meet its growing 1 The Property consists of Assessor Parcel Numbers 099-0040-080, 099-0040-072, 099-0040-074, 099-0040-073, 099-0040-075, 099-0040-076, 099-0040-077, 099-0040-078, and 099-0040-079.

Item 6.1 Public Comment Received
611
business and operational needs. The Property currently includes McGrath’s office headquarters which consists of approximately 7.74 acres of the site and includes over 200 employees. McGrath’s operational facilities are also located on the Property,including modular buildings, ground level offices (i.e., containers that have been converted to relocatable offices), container storage (including stacking), and storage of tractor trailers, containment tanks, and roll off boxes. As a longtime employer in the City, McGrath is committed to the community. McGrath employs many residents and regularly supports local businesses and organizations in the community, including providing temporary relocatable classrooms for schools and other temporary facilities for local events. Much of the Property is currently designated High Intensity Industrial under the General Plan and located within the Heavy Industrial (I-3) zoning district. The northern portions of the Property fronting I-580 are designated Service Commercial (SC) and located within the SC zoning district. McGrath’s inventory of relocatable modular buildings and storage containers and the refurbishment center are located within the area designated High Intensity Industrial and the I-3 zoning district. During recent meetings with the GPAC and the Planning Commission, the City presented the following three land use alternatives for the Southfront-Vasco Focus Area: Alternative A.Alternative A would retain most of the existing industrial land use designation for the Property. Under this Alternative, the City proposes changing the land use designation for certain portions of the Property located near the proposed future Southfront Valley Link Station from industrial to Residential High Density and Public. Alternative B. Alternative B would convert most of the existing industrial land use designation applicable to the Property to Residential High Density, Residential Medium Density, Commercial - Wine Country, Commercial - Neighborhood, and Public.Alternative C. Alternative C would also convert a significant amount of the existing industrial land use designation on the Property to Residential High Density, Residential Medium Density, Commercial -Wine Country, Commercial - Neighborhood, and Public. While McGrath understands and appreciates that the General Plan Update is intended to guide the City’s plans regarding land use, transportation, jobs, and housing until horizon year 2045, the conversion of a significant portion of the Property from High Intensity Industrial to residential, commercial, and/or public – as contemplated under Alternatives B and C – will adversely impact McGrath’s current and future use of the Property. Converting the Property’s Industrial Land Use Designation Will Adversely Impact McGrath’s Current and Future Use of the PropertyChanging the Property’s General Plan land use designation from High Intensity Industrial to residential and/or commercial land use designations will render McGrath’s current use of the Property a legal non-conforming use, significantly limiting what McGrath can do on the Property, who McGrath can sell or lease the Property to, and what can be developed on the Property. The General Plan defines a “non-conforming use” as “a use that was valid when brought into existence, but no longer permitted by later regulation. … Any use lawfully existing on any piece of property that is inconsistent with a new or amended General Plan and that in turn is a violation of a zoning ordinance amendment subsequently adopted in conformance with the General Plan, will be a non-conforming use. Typically, non-conforming uses are permitted to continue for a designated period of time, subject to certain restrictions.”2 TheCity’s Development Code (Chapter 9.16), which states that the intent is to limit the number and extent of nonconforming uses in the City, sets forth restrictions applicable to nonconforming land uses, structures, and parcels. 2 General Plan, p. I3-24.

Item 6.1 Public Comment Received
612
As a non-conforming use, McGrath could not change its current use and intensity of use. It could not expand its office headquarters or pursue additional development on the Property as may be required by McGrath’s business and operational needs. McGrath (or another property owner) could not pursue development ofadditional or new industrial uses on the Property in the event such development is deemed to be the most suitable use of the site based on market conditions and market demands, unless such new use complies with the updated General Plan land use designation and applicable provisions of the Development Code. McGrath’s current use of the Property would therefore be considerably limited, which may significantly impact McGrath’sability to expand and change its use on the site as needed to adapt to its changing business and operational needs. The City’s three land use alternatives for the Southfront-Vasco Focus Area would result in a significant reduction in the City’s industrial land use supply, converting lands designated for industrial uses to non-employment uses. The proposed conversion of industrial lands adjacent to the McGrath site to residential and commercial uses may also further result in the imposition of additional operational restrictions on existing industrial users such as McGrath. Converting the Property’s General Plan land use designation from High Intensity Industrial to residential and/or commercial will also adversely impact McGrath’s ability to sell or lease the Property in the future in response tomarket demands and conditions. The Property is located within a primarily industrial area and there may be industrial opportunities to sell or develop portions of the Property into other types of industrial uses (e.g., warehouse uses, research and development) to meet projected demands for such uses that may support various industries in the region, including but not limited to life sciences, technology, construction, manufacturing, and information services. Converting the Property’s existing High Intensity Industrial land use designation may therefore impede McGrath’s ability to pursue these industrial opportunities in the future if McGrath elects to sell or lease portions of the Property. Establishing An Overlay Designation Will Provide Property Owners Flexibility to Respond to Market Demands and Local ConditionsMcGrath strongly encourages the City to consider alternative flexible long-range planning mechanisms such asestablishing a General Plan mixed-use overlay designation over the Property’s existing High Intensity Industrial designation that would allow for phased land use changes to occur, as appropriate, in response to market demands and local conditions. The overlay designation would be used along with the existing underlying industrial land-use designation, allowing existing industrial uses on the Property to remain conforming land uses and authorizing the development of new industrial uses (e.g., warehouses and research and development). Property owners would have the option to develop consistent with the underlying industrial designation or the mixed-use overlay designation. This would allow the existing industrial uses to remain conforming land uses and preserve the existing industrial land uses on the Property while providing property owners with the ability to develop consistent with either the overlay designation or the underlying industrial designation based on evolving market demands and conditions. The mixed-use overlay designation would provide property owners with the option to develop the Property withresidential, commercial, mixed-use, and/or open-space designations as established in the General PlanUpdate. The General Plan would set forth the goals, objectives and policies for the overlay designation and the City’s zoning code (Development Code) would implement the General Plan's vision for the overlay designationthrough development regulations and guidelines specific to the overlay. Establishing an overlay designation will also allow the City and property owners to retain development options within the Southfront-Vasco Focus Area while the Valley Link Project progresses. Each of the three land use alternatives for the Southfront-Vasco Focus Area show the proposed future Southfront Valley Link Station. Alternatives B and C, which convert a significant amount of the existing industrial land use designation on the Property to residential and commercial land use designations, rely on the successful completion of the Southfront Valley Link Station, which, if implemented, will not be constructed for many years. Allowing the existing industrial uses to continue as conforming land uses while providing property owners with the ability to develop consistent with the overlay designation would allow for phased land use changes in the area to occur Item 6.1 Public Comment Received
613
in a manner responsive to changing local conditions such as the proposed future Southfront Valley Link Station, if and when it is completed.McGrath appreciates the City’s consideration of its comments. We look forward to further discussions with the City as the City progresses with its evaluation of the preferred land use alternative for the General Plan Update. In the meantime, please do not hesitate to contact me with any questions.Sincerely,Kristina VanTreaseMcGrath RentCorpSenior Vice President, Strategy and Business Development Item 6.1 Public Comment Received
614
From:Keith DiggsTo:Cityclerk - Livermore; GP UpdateCc:[email protected]:Livermore Site Inventory & Land Use AlternativesDate:Friday, September 9, 2022 8:21:14 PMAttachments:220909 YL Letter re Livermore site inventory.pdfHello,Please find attached a letter from YIMBY Law concerning Livermore's draft housing elementsite inventory and Monday's consideration of land use alternatives. Please contact me withquestions.Keith Diggs Housing Elements Advocacy Manager703-409-5198 Item 6.1 Public Comment Received
615
Item 6.1 Public Comment Received
616
Item 6.1 Public Comment Received
617
1 Draft Land Use AlternativesCouncil Briefings September 12, 2022Presented by Andy Ross, Senior Planner, City of Livermore Presentation Outline• Project Overview• Land Use Alternatives Process• Community Outreach Update• Draft Land Use Alternatives• City Council Discussion & Direction 1 2
Item 6.1 PowerPoint Presentation
618
2 Staff RecommendationStaff recommends the City Council:Provide policy direction on whether the draft land use alternatives withinthe focus areas, proposed for further assessment, represents a sufficientand diverse range of possible development patternsDirect Staff to proceed with evaluating the range and mix of draft landuse alternatives to achieve a desired healthy balance of uses in the cityoverall and return with the results of the analysis.No decisions on a preferred land use scenario will be made until evaluation is complete and shared with community Project OverviewWe are here.3
4 Item 6.1 PowerPoint Presentation
619
3 Community Outreach Events To Date• Outreach events– 1 Workshop– 17 Pop-ups– 2 Online activities– 1 Communitywide survey– 3 Presentations to community groups– 1 Property owner meeting– 12 GPAC meetings– 2 Planning Commission meetings– 3 City Council meetings– Meetings with Developers, Brokers, and business owners• 1,600 participants (September 9, 2021, to May 31, 2022) What We’ve Heard (Feedback)
“Add housing.”“Consider transit oriented development near rail stations”• Community Input– Maintain small town feel– Add a variety of affordable housing– Look at vacant infill sites as places to accommodatefuture growth– Foster a strong, local economy– Provide better access to transit 5 6
Item 6.1 PowerPoint Presentation
620
4 General Plan Advisory Committee• 19 members representing Livermore• Committee Role– Review and discuss plans and work products– Provide feedback to project team, PC, and CC– Serve as liaisons to the community– Advise on effective outreach and engagement• Committee has completed 12 meetings:– Introduction to the General Plan– Visioning– Housing Element Overview and Review– Focus Areas Identification and Draft Land UseAlternatives Development–Economic Trends in Livermore– Sustainability Efforts in Livermore General Plan Vision StatementIn 2045, Livermore will be a community with a big heart where families and individuals flourish, and people with diverse experiences and perspectives work together for the common good. Insightful land-use policies and wise resource management will ensure services and infrastructure for a high quality of life and enable Livermore to be safe and welcoming for all. 7 8
Item 6.1 PowerPoint Presentation
621
5 Required:•Land Use•Circulation•Housing•Open Space and Conservation•Noise•Public Safety•Environmental Justice (forcities that have disadvantagedcommunities)»Custom for Livermore:•Community Character•Infrastructure and PublicServices•Economic Development•Climate Change»Last Full Update: 2004(last amended in 2021)General Plan Elements9 10 Item 6.1 PowerPoint Presentation
622
6 • Plans for and shapes the futurephysical development of Livermore• Ensures a mix of land usesproviding varied job and housingopportunities•Maintains its surroundingagriculture and open spaceIt is comprised of:• Goals and Policies• Land Use designations withdescriptions• Map Land Use Element
General Plan Land Use MapMap and designations determine:• What can be built• Where uses can bebuilt• At what intensity ordensity 11 12
Item 6.1 PowerPoint Presentation
623
7 Draft Land Use Alternatives Components• Draft Land UseAlternatives Maps• Place Type Menu• Buildout Tables Focus Area Map and Transit Locations13
14 Item 6.1 PowerPoint Presentation
624
8 Laughlin Road Focus Area
Laughlin Road Focus AreaResidential Alternative Neighborhood Center Alternative Highway Commercial AlternativeExisting (2020)Alternative A Residential (net new)Alternative B Neighborhood Center(net new)Alternative C Highway Commerical(net new)Min Mid Max Min Mid Max Min Mid MaxHomes 01,137 1,608 2,079 141 291 441 820 1,116 1,413Population 0 3,024 4,277 5,530 375 774 1,174 2,181 2,970 3,759Jobs 0 136 257 378 711 1,540 2,370 464 781 1,009Vision: preserve open space, facilitate new compatible residential and commercial uses15 16 Item 6.1 PowerPoint Presentation
625
9 Laughlin Road – Residential Alternative
Alt A Existing(2020)Min Mid MaxHomes 01,137 1,608 2,079Population 03,024 4,277 5,530Jobs 0136 257 378 Residential High Density (4 stories, 60 to 100 DU/A)
Laughlin Road – Neighborhood Center AlternativeAlternative B Existing(2020)Min Mid MaxHomes 0141 291 441Population 0 375 774 1,174Jobs 0 711 1,540 2,370 17 18
Item 6.1 PowerPoint Presentation
626
10 Laughlin Road – Highway Oriented AlternativeAlternative C Existing(2020)Min Mid MaxHomes 0820 1,116 1,413Population 02,181 2,970 3,759Jobs 0464 781 1,009 Residential High Density (4 stories, 60 to 100 DU/A)
Southfront-Vasco Focus Area
19 20
Item 6.1 PowerPoint Presentation
627
11 Southfront-Vasco Focus AreaExisting (2020)Alternative ABusiness Center(net new)Alternative BResidential Neighborhood(net new)Alternative C Blended(net new)Min Mid Max Min Mid Max Min Mid MaxHomes 773 3,521 4,734 5,948 7,741 10,564 13,387 4,763 6,542 8,322Population 2,053 9,365 12,593 15,821 20,592 28,101 35,610 12,669 17,403 22,136Jobs 2,956 2,726 5,807 8,889 1,469 4,871 8,274 1,489 4,248 7,007Business Center AlternativeResidential Neighborhood AlternativeBlended Alternative Vision: transit oriented, complete neighborhood, with a mix of housing, jobs, and services Southfront – Business Center AlternativeAlt A Existing(2020)Min Mid MaxHomes773 3,521 4,734 5,948Population2,053 9,365 12,593 15,821Jobs 2,956 2,726 5,807 8,889 Residential High Density (4 stories, 60 to 100 DU/A)
21 22
Item 6.1 PowerPoint Presentation
628
12 Southfront-Residential Neighborhood AlternativeAlt B Existing(2020)Min Mid MaxHomes773 7,741 10,564 13,387Population2,053 20,592 28,101 35,610Jobs 2,9561,469 4,871 8,274 Residential High Density (4 stories, 60 to 100 DU/A) Mixed-Use High Density (4 stories, 60 to 100 DU/A, 0.5 FAR) Southfront – Blended AlternativeAlternative C Existing(2020)Min Mid MaxHomes7734,763 6,542 8,322Population 2,05312,669 17,403 22,136Jobs 2,9561,489 4,248 7,007 Residential High Density (4 stories, 60 to 100 DU/A)
23 24
Item 6.1 PowerPoint Presentation
629
13 Las Positas Court Focus Area
Las Positas Court Focus AreaOpen Space Alternative Mixed Use AlternativeIndustrial Alternative Existing(2020)Alternative A Open Space(net new)Alternative BMixed Use (net new)Alternative C Industrial (net new)Min Mid Max Min Mid Max Min Mid MaxHomes 018 74 129 392 580 768 189 281 373Population 049 196 343 1,043 1,543 2,043 503 747 992Jobs 253 247 996 1,745 296 1,102 1,909 992 2,665 4,338Vision: Revitalize underutilized industrial office spaces, facilitate housing, improve connectivity to existing services, and create a strong entryway 25 26
Item 6.1 PowerPoint Presentation
630
14 Las Positas Court – Open Space Alternative
Alternative A Existing(2020)Min Mid MaxHomes 018 74 129Population 049 196 343Jobs 253247 996 1,745 Las Positas Court – Mixed Use Alternative
Alternative B Existing(2020)Min Mid MaxHomes 0392 580 768Population 01,043 1,543 2,043Jobs 253296 1,102 1,909 27 28
Item 6.1 PowerPoint Presentation
631
15 Las Positas Court – Industrial Alternative
Alternative C Existing(2020)Min Mid MaxHomes 0189 281 373Population 0503 747 992Jobs 253 992 2,665 4,338 East Avenue and South Vasco Road
29 30
Item 6.1 PowerPoint Presentation
632
16 East Avenue and South Vasco RoadMaker Village Alternative Production Alternative Wine County Center AlternativeExisting (2020)Alternative AMaker Village(net new)Alternative B Production(net new)Alternative C Wine Country Center(net new)Min Mid Max Min Mid Max Min Mid MaxHomes 5373 556 738 -5 -5 -5 118 175 233Population 13992 1,478 1,963 -13 -13 -13 314 466 619Jobs 442-205 72 349 0 412 825 -141 210 561Vision: visitor destination that supports production spaces and serves as a gateway to South Livermore Wine Country East Ave/S Vasco– Maker Village AlternativeAlternative A Existing(2020)Min Mid MaxHomes 5373 556 738Population 13992 1,478 1,963Jobs 442-205 72 349 31 32
Item 6.1 PowerPoint Presentation
633
17 East Ave/S Vasco – Production Alternative
Alternative B Existing(2020)Min Mid MaxHomes 5-5 -5 -5Population 13-13 -13 -13Jobs 4420 412 825 East Ave/S Vasco -Wine Country Center Alternative
Alternative C Existing(2020)Min Mid MaxHomes 5118 175 233Population 13314 466 619Jobs 442-141 210 561 33 34
Item 6.1 PowerPoint Presentation
634
18 Task 4 - Land Use Alternatives ProcessStep Timing1.Identify focus areas Q1 to Q2 20222.Develop and Confirm landuse alternatives for each focus areaQ2 to Q3 20223. Evaluate and compare alternatives Q3 to Q4 20224.Select a preferred alternativefor further studyQ1 2023 – Q2 20235.Refine the preferred scenario to become the updated General Plan Land Use mapQ3 2023 Step 3 - Land Use Alternatives EvaluationAlternatives evaluation will consider:•Climate change and resilience•Public safety from flooding and fires•Equity•Parks•Housing supply•Student generation and schoolcapacity•Commercial land use supply(adequate sites and geographicdistribution)•Infrastructure capacity•Open space preservation andbiological resources•Historic resources•Aesthetics and urban design•Fiscal impacts•Transportation impacts•Commercial diversity (product,service, recreation) 35 36
Item 6.1 PowerPoint Presentation
635
19 Staff RecommendationStaff recommends the City Council:Provide policy direction on whether the draft land use alternatives withinthe focus areas, proposed for further assessment, represents a sufficientand diverse range of possible development patternsDirect Staff to proceed with evaluating the range and mix of draft landuse alternatives to achieve a desired healthy balance of uses in the cityoverall and return with the results of the analysis.No decisions on a preferred land use scenario will be made until evaluation is complete and shared with community 37 Item 6.1 PowerPoint Presentation
636
1 2022 Certificates of Participation (2022 COP)L Street Parking Garage ProjectSeptember 12, 2022Presented by Tina Olson, Administrative Services DirectorFinancing the L Street Parking Garage Project The Project: Design and construction of the L Street Parking Garage, reconfiguredsurface parking lot, trash enclosure facility and related site improvementsPrior Council Approvals: Project approval and the use of COP to finance the ProjectEstimated Cost: $40.4 millionFinal Cost: Construction bids expected the end of OctoberThe 2022 COP: Finance the Project and certain transaction costsSources of Funds:Total Bond Proceeds $40,989,046 Total Sources: $40,989,046 Uses of Funds:L Street Garage Project Cost: $40,400,000 Cost of Issuance: 320,000Underwriter's Discount: 269,046Total Uses: $40,989,046 Estimated Results:True Interest Cost14.38%FY 2023 Lease Payment $1,750,850 Average Annual Lease Payments (FY 2024 - FY 2052) 2,450,198Total Lease Payments through FY 2052 72,806,6001.Based on market conditions as of August 22, 2022 plus a 50bps interest rate cushion. Preliminary and subject to change. 1 2
Item 6.2 PowerPoint Presentation
637
2 Tax-Exempt Interest Rates
Tax-exempt interest rates have increased over the course of 2022, with current ratesabove 10-year historical averages but below the maximum in 201310-Year Tax-Exempt Rates Since September 20120.000.501.001.502.002.503.003.5010-YR Tax-Exempt Rates10-YR Tax-Exempt Average (1.85%) %
Estimated Annual COP Payment Schedule
The 2022 COP will be issued as fixed rate30-year level annual repayment termEstimated annual debt payments of $2.5 millionThe 2020 COP are the only additional long-term debt obligation of the City’s general fundEstimated maximum aggregate annual debt payments of $7.6 million throughFY 2030-31Aggregate City of Livermore General Fund Debt Service01,000,0002,000,0003,000,0004,000,0005,000,0006,000,0007,000,0008,000,0002020 COP Debt Service2022 COP Principal2022 COP Interest*Preliminary, Subject to Change** 3 4
Item 6.2 PowerPoint Presentation
638
3 Common financing structure for general law cities to finance capital projectsThe City most recently utilized lease COP in 2020 (2020 COP), when the Cityrefinanced its outstanding 2011 COP, 2014A COP, and 2014B COPCertain of the City’s assets will be utilized as the leased assets for the 2022 COPCity HallCivic Center Meeting HallRincon Library and Springtown Library will be leased only if necessary based onthe final par amount of the 2022 COPThe lease payments are payable from the City’s general fund, and the City willcovenant to budget and appropriate for the scheduled lease payments on an annualbasis Lease/Leaseback Security Structure
Site Lease/Lease Agreement: accomplishes lease/leaseback structure with financingcorporationTrust Agreement/Assignment Agreement: accomplishes securitization of City’s leasepayments with assistance from U.S. Bank Trust Company, as trusteePreliminary Official Statement:Primary disclosure document Subject to federal securities lawsMust include all “material facts” (information a reasonable investor would consider in deciding to buy the 2022 COP)Key sections:“THE CERTIFICATES”: summarizes the key terms of the 2022 COP“SECURITY FOR THE CERTIFICATES”: summarizes key security terms, including the lease payments made by the City under the Lease Agreement. Staff expects to pay the lease payments from the City’s general fund.“APPENDIX A - CITY OF LIVERMORE GENERAL FINANCIAL AND DEMOGRAPHIC INFORMATION”: summarizes financial and operating data that is material to the City’s ability to pay the lease payments.“RISK FACTORS”: highlights the primary risks associated with the 2022 COP Key Financing Documents5
6 Item 6.2 PowerPoint Presentation
639
4 September 13: Rating Presentation to S&PMid October: Receive S&P credit ratingLate October: Open construction bidsEarly November: Release Preliminary Official Statement and Notice of Sale tomunicipal bond marketMid November:Sale of 2022 COPLate November:Close 2022 COP; Receive proceedsEarly December: Award construction contractEarly January: Begin garage construction Issuance Timeline
A. Adopt a Resolution approving the forms of and authorizing the execution anddelivery of a Site Lease, Lease Agreement, Trust Agreement, and a ContinuingDisclosure Agreement in connection with the offering and sale of the City ofLivermore 2022 Certificates of Participation for the L Street Parking GarageProject (Livermore Village Development) and authorizing the distribution of aPreliminary Official Statement and a Notice of Sale in connection therewith, andauthorizing execution of necessary documents, certificates, and certain otherrelated actionsB. Grant to the City Manager and the Administrative Services Director the authorityto amend and execute documents, determine appropriateness of bond termsand conditions, and to carry out, give effect to, and comply with the terms andintent of the Resolution Recommended Action7
8 Item 6.2 PowerPoint Presentation
640
Council MemberCommitteeMeeting Date Committee Agenda Link Meeting Type Committee Report: SummaryMayor Woerner7/26/2022 Tri Valley Non Profit Association EventCelebration/Presentation of CheckMayor Woerner7/28/2022Eden Housing EventPresentation at Owl's LandingEdenHousing ScholarshipMayor Woerner 8/1/2022 Livermore Amador Valley Transportation Authorityhttps://wheelsbus.com/meetingsagenda/Mayor Woerner 8/10/2022 Tri Valley San Joaquin Regional Rail Authorityhttps://www.valleylinkrail.com/valleylinkprojectBoard of DirectorsMayor Woerner 8/11/2022 Valley LinkHydrogen Proof of ConceptMayor Woerner 8/12/2022 East Bay Regional Communications System Authorityhttp://www.ebrcsa.org/meetings.pageBoard of DirectorsMayor Woerner 8/22/2022 Tri Valley San Joaquin Regional Rail Authorityhttps://www.valleylinkrail.com/valleylinkprojectBoard of Directors Special MeetingMayor Woerner 8/24/2022 Livermore Pleasanton Liaison Committee Meeting RegularMayor Woerner 8/31/2022 Tri Valley Mayors Summit Luncheon EventMayor Woerner 9/7/2022 Valley LinkSustainability Ad Hoc CommitteeMetingMayor Woerner 9/7/2022 Advisory Bodies Interviews LYAC InterviewsMayor Woerner 9/8/2022 Local Agency Formation CommissionLAFCO MeetingsMayor Woerner 9/8/2022 LLNL/Lab Foundation 70th Anniversary Celebration EventMayor Woerner 9/11/2022 911 Memorial EventEast Avenue Fire StationMayor Woerner9/12/2022 Tri Valley Cities CouncilsMayors, Managers, LiaisonsMeeting Item 7.0 Council Reports
641
Council MemberCommitteeMeeting Date Committee Meeting Type Committee Report: SummaryCouncil Member Carling8/15/2022 Livermore/Pleasanton liaison committee airport discussionCouncil Member Carling8/17/2022Livermore Amador Valley Water Management AgencyJoint Powers Authorityboard meetingCouncil Member Carling8/31/2022 TriValley Mayors SummitItem 7.0 Council Reports 642
Council MemberCommitteeMeeting Date Committee Meeting Type Committee Report: SummaryCouncil Member Munro7/28/2022 TriValley CouncilAffordable Housing CommitteeKate Hartley, Section Director from the Bay AreaHousing Finance Authority (BAHFA), discussed wayscities can access regional housing assistance.Presentation on a potential 2024 Ballot Measure forregional housing assistanceCouncil Member Munro7/28/2022 League of California Cities East Bay Division Division MeetingA Conversation with Guy Marzorati on Novemberballot issues, along with East Bay Division electionsCouncil Member Munro7/30/2022 Eagle Scout PresentationPresented certificate to Andrew TantzenCouncil Member Munro8/1/2022 Little League WorldSeries—FirstPitchSuccessfully got the first pitch over the plate to thecatcher.Council Member Munro 8/2/2022 National Night Out Visited three parties. What a great evening for all!Council Member Munro 8/7/2022 American Sociological Association meetingPresentedLivermore’swork on Equity and Inclusionat the American SociologicalAssociation’sannualconference. It was a chance to reflect on the work ofthe E&I subcommittee, the relationship among citystaff, elected officials, and community, and whatenables good work to happen.Council Member Munro 8/22/2022 General Aviation Airports Conference ConferenceWelcomed attendees to the General AviationAirports Conference, hosted by LVKCouncil Member Munro 8/26/2022 Intergovernmental Committee (CITY / LARPD / LVJUSD)Discussed removal of debris at Holmes StreetUnderpass, the upcoming Bond Measure, plans forCommunity Service Day, increasing Youth ingovernment programsCouncil Member Munro 8/31/2022 TriValley Mayors SummitCouncil Member Munro 9/7/2022 League of California Cities East Bay DivisionCalCities Annual Conference andExpoAttended sessions on different aspects of citygovernance in Long BeachCouncil Member Munro 9/11/2022 21st Anniversary Remembrance of 9/11 Item 7.0 Council Reports
643